Renee L. Wilm
Liberty BroadbandAbout Renee L. Wilm
Renee L. Wilm is Chief Legal Officer (since September 2019) and Chief Administrative Officer (since January 2021) of Liberty Broadband (LBRDA). She is 51, with prior career as a senior partner at Baker Botts specializing in M&A, complex capital structures, shareholder arrangements, securities offerings, and governance; she also served as CEO of Las Vegas Grand Prix, Inc. (Jan 2022–Feb 2025) and held legal/administrative officer roles at Liberty Media affiliates (LMAC, GCI Liberty, Atlanta Braves Holdings) . Liberty Broadband links executive compensation to financial performance measures including Revenue, Adjusted OIBDA, and Free Cash Flow . Her 2024 performance objectives emphasized corporate structure strategies, capital structure optimization, and oversight of executive compensation and HR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Botts L.L.P. | Senior Partner; Executive Committee; East Coast Corporate Dept Chair; Partner-in-Charge NY | Over 20 years, to Sept 2019 | Specialized in M&A, complex capital structures, shareholder arrangements, securities offerings, and governance; long-time counsel to Liberty companies |
| GCI Liberty | Chief Legal Officer | Sept 2019–Dec 2020 | Led legal matters post-combination; governance and compliance |
| LMAC | Chief Legal Officer; Chief Administrative Officer; Director | Nov 2020–Dec 2022; Jan 2021–Dec 2022 | Corporate legal and administrative leadership; board oversight |
| Atlanta Braves Holdings | Chief Legal Officer; Chief Administrative Officer | Dec 2022–Aug 2024 | Legal/administrative leadership during management changes |
| Las Vegas Grand Prix, Inc. | Chief Executive Officer | Jan 2022–Feb 2025 | Operational leadership of F1 Las Vegas event |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LMAC | Director | Jan 2021–Dec 2022 | Board service concurrent with legal/administrative roles |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Chief Cash Awards – vested in year ($) | — | — | $1,178,287 (50% vest on Dec 11, 2024) |
| All Other Compensation ($) | — | — | — |
- Executive officers (other than CEO) are typically not separately compensated by LBRDA for salary; Liberty Media provides services, with LBRDA granting equity and performance-based cash bonuses .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $424,043 | $889,692 | $401,605 |
| Option Awards ($) | $582,244 | $2,257,676 | — |
| Non-Equity Incentive Plan Compensation ($) | — | $471,650 | $510,600 |
Performance bonus structure and payout details (2024):
- Bonus components and weighting: 60% Individual Performance Bonus; 40% Corporate Performance Bonus. Corporate split includes 30% consolidated financial results across Liberty companies, 10% consolidated revenue, 10% consolidated Adjusted OIBDA, 10% consolidated free cash flow, and 10% corporate-level achievements (M&A, financings, compliance, litigation, tax) .
- Ms. Wilm’s Liberty Broadband Maximum Performance Bonus allocation: $3,000,000 (part of cross-company maximum bonus) .
- Ms. Wilm’s Individual Performance Bonus payout: $310,500 (75% of $414,000 max) .
- Corporate Performance Bonus payout (LBRDA portion): $138,000 related to financial measures; $62,100 related to corporate-level achievements; total 2024 LBRDA performance bonus $510,600 .
2024 Chief RSUs (performance-based):
- Grant date: March 6, 2024; units: 7,146 LBRDK; grant date fair value: $401,605; vested in full based on assessed performance .
- RSUs vested in 2024: 6,160 shares; value realized: $428,998 (includes tax withholding) .
Equity Ownership & Alignment
| Title of Series | Beneficial Ownership (In thousands) | Percent of Series (%) | Notes |
|---|---|---|---|
| LBRDA | — | — | — |
| LBRDB | — | — | — |
| LBRDK | 98 | <1% | Includes options exercisable within 60 days |
| LBRDP | — | — | — |
| Options exercisable within 60 days (LBRDK) | 92.738 (thousand) | — | Counted in beneficial ownership |
- Stock ownership guidelines for executive officers (prior rule: 3× value of annual performance RSUs) were eliminated in March 2025 in anticipation of the Charter combination and compensation changes; hedging policy disclosure states the company does not have policies restricting hedging by officers/directors .
- No pledging by Ms. Wilm is disclosed; pledged positions are disclosed for other individuals (e.g., Malone, Wargo, Duncan) but not for Ms. Wilm .
Employment Terms
Potential payments upon termination or change in control (as of Dec 31, 2024; LBRDK close $74.76) :
| Scenario | Options ($) | RSUs ($) | Cash Awards ($) | Total ($) |
|---|---|---|---|---|
| Voluntary termination without good reason | — | — | — | — |
| Termination for cause | — | — | — | — |
| Termination without cause or for good reason | — (exercise prices > market) | $868,711 | — | $868,711 |
| Death | — (exercise prices > market) | $930,912 | $1,178,287 | $2,109,199 |
| Disability | — (exercise prices > market) | $930,912 | $1,178,287 | $2,109,199 |
| After a change in control | — (exercise prices > market) | $930,912 | $1,178,287 | $2,109,199 |
- Severance: Neither Ms. Wilm nor Mr. Wendling is entitled to severance pay or other benefits upon a termination without cause; pro rata vesting applies to 2023 multiyear awards upon such termination .
- Award vesting mechanics: 2024 Chief RSUs remain outstanding pending performance determination upon no-cause termination; 2023 multiyear RSUs/options/support options provide forward/pro rata vesting as defined; change-in-control tabular assumptions show full vesting of 2024 Chief RSUs/Cash Awards and 2023 multiyear awards; options had exercise prices above market, so no option value shown .
- Causes definition: “Cause” broadly includes insubordination, dishonesty, incompetence, moral turpitude, misconduct, refusal to perform duties; within 12 months post-change in control, “cause” narrowed to felony conviction for fraud, misappropriation, or embezzlement .
- Clawbacks: Company maintains clawback policy and clawback provisions for equity-based incentive compensation .
Vesting Schedules and Outstanding Awards
- 2024 Chief Cash Awards: Granted Aug 2024; vest 50% on Dec 11, 2024 and 50% on Dec 11, 2025 (service-based) .
- 2023 Chief Multiyear RSUs: Approx. one-third vested Dec 9, 2024; remaining vest in equal installments Dec 9, 2025 and Dec 9, 2026 .
- 2023 Chief Multiyear Options: Approx. one-third vested Dec 11, 2024; remaining vest in equal installments Dec 11, 2025 and Dec 11, 2026; 7-year term from grant .
- 2023 Chief Supplemental Options: 50% vested Dec 13, 2024; 25% vest on each of Dec 13, 2025 and Dec 13, 2026; 7-year term from grant .
Outstanding awards detail (as of FY-end 2024):
| Award | Quantity (#) | Strike ($) | Expiration | Vesting status |
|---|---|---|---|---|
| LBRDK options (grant various; older awards) | 25,123 | 118.44 | 11/04/2026 | As per grant terms |
| LBRDK options | 18,101 | 126.92 | 11/14/2026 | As per grant terms |
| 2023 Chief Multiyear Options | 7,324 | 76.45 | 12/11/2030 | 14,650 vested; remaining per schedule |
| 2023 Chief Supplemental Options | 29,748 | 77.68 | 12/13/2030 | 29,749 vested; remaining per schedule |
| 2024 Chief RSUs (target) | 7,146 | — | — | Vested in full based on performance |
| 2023 Chief Multiyear RSUs (unvested balance) | 5,306 | — | — | Vests Dec 9, 2025 & Dec 9, 2026 |
Compensation Structure Analysis
- At-risk pay: Significant share of compensation is performance-based (bonus program and equity awards). Performance targets support long-term growth; clawbacks in place; no tax gross-ups on perquisites .
- Shift toward multiyear awards: 2023 multiyear option/RSU packages (three years of grant value) with staggered vesting through 2026 enhance retention and alignment .
- 2024 design: Annual performance-based RSUs for Ms. Wilm (granted Mar 2024) were tied to individual goals; committee vested in full, reinforcing pay-for-performance linkage .
- Ownership guidelines discontinued: Executive stock ownership guidelines were eliminated in March 2025 ahead of anticipated Charter combination, reducing mandated holding requirements in the interim period .
Equity Ownership & Pledging
- Beneficial ownership: Ms. Wilm beneficially owns 98,000 LBRDK shares (<1% of series), including 92,738 options/shares exercisable/issuable within 60 days of Jan 31, 2025 .
- Pledging: No pledging disclosed for Ms. Wilm; pledged positions disclosed for certain other insiders (e.g., John Malone, J. David Wargo) .
- Hedging policy: Company states it does not have practices or policies restricting officers/directors from hedging or offsetting decreases in market value of equity securities .
Performance & Track Record
- 2024 objectives: Corporate structure evaluations, capital/liquidity optimization, legal support for litigation/compliance, executive compensation/HR oversight; performance assessed by committee with full vesting of 2024 Chief RSUs based on individual achievements and leadership .
- Compensation/performance linkage: Key measures are Revenue, Adjusted OIBDA, Free Cash Flow for corporate performance bonus determinations; individual vs corporate weighting (60/40) structures payouts .
Board Governance (Compensation Oversight Context)
- Compensation Committee members: Julie D. Frist, J. David Wargo, Richard R. Green, Sue Ann Hamilton; committee affirmed CD&A inclusion and maintains clawbacks; independent composition and use of guidelines (now eliminated) .
Say-on-Pay & Shareholder Feedback
- Not specifically disclosed for Ms. Wilm; corporate compensation philosophy and “What we do / don’t do” highlights provided (no tax gross-ups, no liberal share recycling; at-risk pay emphasis) .
Compensation Peer Group
- Not disclosed in the provided materials.
Related Party Transactions
- Policy requires audit committee or designated independent body approval for related party transactions; no specific transactions disclosed for Ms. Wilm .
Employment Terms – Additional Notes
- No severance entitlement for Ms. Wilm for termination without cause; forward/pro rata vesting mechanics for multiyear awards mitigate cliff risk; cause definitions refined post-CIC .
- Change-in-control: Charter agreed to acquire Liberty Broadband; expected closing June 30, 2027 (subject to GCI divestiture and conditions). Executive ownership guidelines removed in March 2025 in anticipation of interim compensation scheme changes .
Investment Implications
- Pay-for-performance alignment is strong: Individual/corporate weighting, explicit linkage to Revenue/Adjusted OIBDA/FCF, and full vesting of 2024 performance RSUs signal management confidence and execution against defined objectives .
- Retention risk appears contained: Multiyear equity awards vesting into 2026 and 2024 multiyear cash awards vesting into 2025 create meaningful unvested value; however, the absence of severance upon termination without cause limits cash protection and could increase voluntary attrition sensitivity in a merger context .
- Selling pressure likely muted: All outstanding options had exercise prices above market at year-end 2024, reducing near-term in-the-money monetization; RSU vesting does create share issuance but is staggered across 2025–2026 .
- Alignment and governance: Beneficial ownership is modest (<1% LBRDK) and no pledging disclosed for Ms. Wilm; clawback provisions present; eliminated ownership guidelines during transaction period reduces mandated holdings but reflects interim compensation scheme ahead of Charter combination .