Richard R. Green

About Richard R. Green

Independent director of Liberty Broadband since November 2014; age 87. Co-Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Former President & CEO of CableLabs for over 20 years (retired December 2009), Senior Vice President at PBS (1984–1988), and Director of CBS’s Advanced Television Technology Laboratory (1980–1983), bringing deep broadband and technology standards expertise to the Board .

Past Roles

External Roles

Board Governance

• Classification and term: Class II director; standing for re‑election at the 2025 annual meeting to serve through the 2028 annual meeting if elected .
• Independence: The Board determined Dr. Green is independent under Nasdaq and SEC rules .
• Committee assignments and chair roles: Co‑Chair, Nominating & Corporate Governance; Member, Compensation .
• Committee meeting cadence (2024): Audit 7; Compensation 6; Nominating & Corporate Governance 3 .
• Board meeting cadence and engagement (2024): Full Board met 11 times; independent directors held 3 executive sessions; six of eight then‑serving directors attended the 2024 annual meeting (individual attendance not disclosed) .
• Board structure and leadership: Classified board with three‑year terms; John C. Malone serves as combined Chair and CEO; no lead independent director designated .
• Board independence: 86% of directors are independent; independent directors chair key committees .

Fixed Compensation

• Policy framework (nonemployee directors):

  • 2025 annual retainer: $187,650; 2024: $182,175 .
  • Committee fees (per year): Audit member $15,000 (Chair $25,000); Compensation member $10,000 (Chair $15,000); Nominating & Corporate Governance member $10,000 (Chair $15,000) .
  • 2025 fees paid solely in cash (prior years allowed election into RSUs/options); multiyear director cash award granted Aug 2024 (50% vested Dec 11, 2024; 50% vests Dec 11, 2025) .

• 2024 Director compensation (reported amounts): | Year | Fees Earned (Cash) | Stock Awards | Option Awards | All Other Compensation | Total | |---|---:|---:|---:|---:|---:| | 2024 | $116,088 | — | — | $2,904 (portion of 2024 director Cash Award vested) | $118,992 |

• Equity awards: No director equity awards were granted in 2024 .

• Director ownership guidelines: Previously required ≥3× annual director fee; eliminated in March 2025 given pending merger and cash‑only fees .

Performance Compensation

• Directors do not have disclosed performance‑metric‑based compensation. For 2025 the director fee is cash‑only; 2024 included a multiyear cash award with time‑based vesting; the company granted no director equity awards in 2024 .
• No performance metrics tied to director compensation were disclosed (company’s performance‑based frameworks in the proxy relate to executives, not directors) -.

Other Directorships & Interlocks

Expertise & Qualifications

• Broadband and technology standards leadership (CableLabs); media distribution/programming experience (PBS; CBS Advanced TV Tech Lab) supporting LBRDA’s evaluation of technological initiatives and challenges .
• Independent director with governance leadership (Co‑Chair, Nominating & Corporate Governance), contributing to director selection, governance guidelines, and Board evaluations .
• Long tenure on LBRDA’s Board since 2014; age 87 .

Equity Ownership

• Beneficial ownership (as of January 31, 2025): | Security | Shares Beneficially Owned | % of Series | Notes | |---|---:|---:|---| | LBRDA (Series A common) | <1,000 (denoted “**”) | <1% | Includes 165 shares held by spouse; disclaimed beneficial ownership for spouse holdings | | LBRDB (Series B common) | 0 | — | — | | LBRDK (Series C common; non‑voting) | 8,000 (reported as “8” thousand) | <1% | Includes 634 shares held by spouse; disclaimed beneficial ownership for spouse holdings | | LBRDP (Series A preferred) | 0 | — | — |

• Options/derivatives and pledging: Dr. Green is not listed among directors with options exercisable within 60 days; no pledging disclosed for Dr. Green (pledging examples disclosed for other directors) .

• Hedging policy: The company discloses it does not have practices or policies restricting directors’ or employees’ hedging of company stock (not a director‑specific choice, but a company‑wide policy disclosure) .

• Director stock ownership guidelines were eliminated in March 2025 in light of the pending merger and cash‑only fees .

Governance Assessment

Strengths

• Deep domain expertise in cable/broadband technology and standards (CableLabs, PBS, CBS Advanced Television Lab), directly relevant to LBRDA’s principal asset (Charter) and broadband focus .
• Governance leadership and independence: Co‑Chair, Nominating & Corporate Governance; Compensation Committee member; Board determined independent .
• Board engagement: Full Board met 11 times in 2024; committees met regularly; independent directors held 3 executive sessions .
• No compensation committee interlocks in 2024; independent committees chair key oversight areas .

Watch items and potential red flags (governance environment)

• Hedging policy: Company states it does not have hedging restrictions for officers/directors, which many investors view as a misalignment risk .
• Ownership alignment: Director equity grants paused in 2024; 2025 adopts cash‑only fees and the Board eliminated director stock ownership guidelines in March 2025 pending the merger—reduces visible “skin‑in‑the‑game” signals pre‑combination .
• Board structure: Classified board with combined Chair/CEO and no lead independent director; while 86% of directors are independent, some governance frameworks prefer annual elections and a designated lead independent .
• Age/tenure continuity: Dr. Green is 87; valuable experience but underscores importance of Board succession planning (noted as a governance focus area in proxy summary) .

Shareholder feedback signal (company‑wide)

• 2024 say‑on‑pay received majority support; shareholders elected a triennial say‑on‑pay frequency at the 2021 meeting .

Notes on related‑party/conflict oversight (company‑wide)

• Related‑party transactions require audit committee or independent Board body approval under the Code and governance guidelines .
• Exchange Agreement with John C. Malone caps his effective voting power; structured via independent special committee—important governance framework given the pending Charter combination .