Sue Ann R. Hamilton
Liberty BroadbandAbout Sue Ann R. Hamilton
Independent director of Liberty Broadband Corporation since December 2020; age 64. Hamilton is Co-Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee, with deep experience across media distribution, technology, and corporate law (J.D., Stanford; B.A., magna cum laude, Carleton College) . The Board has affirmatively determined she is independent under Nasdaq rules . She is nominated to continue as a Class II director through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Media LLC | Principal (consultancy) | 2007–present | Advises major media/tech companies |
| AXS TV LLC | EVP – Distribution & Business Development | Sep 2007–Sep 2019 | Grew distribution; strategic partnerships |
| Philo, Inc. (private) | Board observer for The Mark Cuban Companies/Radical Ventures | Jul 2013–present | Observer role; strategic counsel |
| Charter Communications | EVP – Programming; SVP – Programming | 2003–2007 | Content strategy/negotiations |
| AT&T Broadband/TCI | Management roles | 1993–2003 | Cable operations and deals |
| Kirkland & Ellis | Partner (complex commercial transactions) | Prior to 1993 | Led major transactions |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Universal Electronics, Inc. | Director | Nov 2019–present | Public company board service |
| GCI Liberty, Inc. | Director | Mar 2018–Dec 2020 | Prior Liberty affiliate board service |
| FTD Companies, Inc. | Director | Dec 2014–Aug 2019 | Public company board service |
Board Governance
- Committee assignments: Co-Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence status: Independent (Board determination) .
- Board structure/activity: 11 Board meetings (2024); executive sessions of independent directors held 3 times without management .
- Committee activity (2024): Audit (7 meetings; chaired by John Welsh), Compensation (6 meetings; co-chaired by Julie Frist and J. David Wargo), Nominating & Corporate Governance (3 meetings; co-chaired by Richard Green and Sue Ann Hamilton) .
- No compensation committee interlocks or related-party engagement in 2024 (company-wide governance highlight) .
- Lead Independent Director: None appointed given current leadership structure .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $182,175 | $187,650 | Payable quarterly; 2025 paid solely in cash due to merger-related constraints |
| Committee membership fees | Audit: $15,000; Compensation: $10,000; Nominating: $10,000 | Audit: $15,000; Compensation: $10,000; Nominating: $10,000 | Chair premiums: Audit $25,000; Compensation $15,000; Nominating $15,000 |
| Director Cash Award (multiyear) | 50% vested on Dec 11, 2024 | 50% scheduled to vest on Dec 11, 2025 | Time-based vesting; granted Aug 2024 |
2024 individual compensation (Hamilton):
| Name | Fees Earned/Paid ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Sue Ann Hamilton | $25,000 | — | — | $78,846 (value of vested portion of 2024 multiyear cash award) | $103,846 |
Additional notes:
- No equity grants to directors in 2024 .
- Prior director stock ownership guideline (3x director fee) eliminated in March 2025 due to cash-only fee policy before merger .
Performance Compensation
| Element | Metric/Trigger | Vesting/Date | Amount/Value |
|---|---|---|---|
| Multiyear Director Cash Award | Time-based (no performance metric disclosed) | 50% vested Dec 11, 2024; remaining 50% scheduled Dec 11, 2025 | Hamilton recognized $78,846 on 12/11/2024 vesting |
No performance metrics (e.g., TSR/ESG) are tied to director pay in 2024; prior ability to elect RSUs/options for director fees was suspended for 2025 .
Other Directorships & Interlocks
| External Board | Potential Interlock Consideration |
|---|---|
| Universal Electronics, Inc. (current) | No disclosed related-party transactions between LBRDA and UEI in 2024; Compensation Committee reported no interlocks in 2024 . |
| GCI Liberty (former) | Historical Liberty affiliate; no current interlock. |
| FTD Companies (former) | No current interlock. |
Expertise & Qualifications
- Media and technology distribution leadership; corporate oversight and consulting skills .
- Legal credentials (Stanford Law J.D.; editorial roles on Stanford Law Review/Journal of International Law; Carleton College magna cum laude) .
- Cable/programming domain experience (Charter; AT&T Broadband/TCI) .
- Governance experience through multiple public boards .
Equity Ownership
| Series | Beneficial Ownership | % of Series | Notes |
|---|---|---|---|
| LBRDA (Series A common) | Less than 1,000 shares (“**”) | * (less than 1%) | |
| LBRDB (Series B common) | 0 | — | |
| LBRDK (Series C common, non-voting) | ~19,000 shares (reported as “19” thousand) | * (less than 1%) | Includes options exercisable within 60 days: 16,776 LBRDK |
| LBRDP (Preferred) | 0 | — |
Additional alignment points:
- As of Dec 31, 2024, Hamilton held 16,776 LBRDK options exercisable within 60 days ; directors did not receive new equity in 2024 .
- Hedging policy: Company reports no formal practices/policies restricting employees/directors from hedging or offsetting declines in company stock value .
- No pledging of Hamilton’s shares disclosed (pledging disclosures appear for other individuals; none noted for Hamilton) .
Governance Assessment
- Strengths: Independent director; co-chairs a key governance committee; active committee structure with meaningful meeting cadence (Audit 7; Compensation 6; Nominating 3) and Board executive sessions (3) . No compensation committee interlocks or related-party engagement in 2024, supporting committee independence .
- Engagement: Nominated for re-election to 2028, adding continuity; Board held 11 meetings in 2024; six of eight directors attended the 2024 annual meeting (individual attendance not disclosed) .
- Alignment/Risks:
- Director equity alignment reduced near-term due to cash-only director fees in 2025 and elimination of stock ownership guidelines in March 2025 (pre-merger) .
- Company does not restrict hedging, which some investors view as a misalignment risk for insiders .
- Board has no Lead Independent Director while Chairman/CEO roles are combined, which concentrates leadership (context provided by pending merger and strategic circumstances) .
- Significant related-party and control considerations center on the John Malone exchange arrangements and voting frameworks; no specific related-party transactions involving Hamilton disclosed .
Overall, Hamilton’s credentials and committee leadership support governance quality and Board effectiveness; near-term signals such as cash-only fees and eliminated ownership guidelines modestly weaken equity alignment, though these are framed as transitional decisions ahead of the Charter combination .