Andrea Salvato
Liberty GlobalAbout Andrea Salvato
Andrea Salvato (age 57) is Executive Vice President & Chief Development Officer at Liberty Global (LBTYA), responsible for corporate development, M&A, joint ventures, and the central content function; he has held the EVP/CDO role since January 2022 after serving as SVP/CDO (2012–2022) and Managing Director, Corporate Development (2005–2012), and previously was a Managing Director in JPMorgan’s investment bank focusing on TMT clients including Liberty’s predecessor . In 2024, Liberty Global met 101.8% of its Adjusted EBITDA less P&E Additions (for compensation) budget and 97.9% of its adjusted revenue budget; company-wide customer/PPP metrics paid at 112.8%/93.3%, producing a 99.2% weighted bonus outcome . Strategic transactions under the company’s 2024 program included the ~$3B Sunrise spin-off (≈$9/share distribution), sale of All3Media for $420M, purchase of a controlling stake in Formula E, and repurchasing 10% of shares outstanding .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Liberty Global | EVP & Chief Development Officer | 2022–Present | Oversees M&A and corporate development; 2024 program encompassed Sunrise spin-off (≈$9/share distribution), All3Media sale ($420M), Formula E control stake, and 10% buyback . |
| Liberty Global | SVP & Chief Development Officer | 2012–2022 | Led global M&A and content deals across multi-market telecom/media footprint . |
| Liberty Global | Managing Director, Corporate Development | 2005–2012 | Built in-house M&A platform; executed transactions scaling European operations . |
| JPMorgan (Investment Banking) | Managing Director (TMT) | Pre-2005 | Covered telecom/media; advised Liberty’s predecessor, grounding domain expertise relevant to LBTYA’s strategy . |
External Roles
Not disclosed in the 2025 Proxy’s Executive Officers section .
Fixed Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | £808,000 ($1,032,456) effective Apr 1, 2024 | £808,000 ($1,032,456) | U.K.-based EVP; salary set in GBP with USD shown at average FX . |
| Target annual bonus | $3.5 million | — | Central bonus program; no guaranteed bonus . |
| Actual annual bonus paid | $3,971,094 total; $3,500,000 cash; $471,094 shares (SHIP) | — | SHIP share election triggers 12.5% premium RSUs if shares held to vest . |
| Pension/U.K. defined contribution | $97,350 (company contribution) | — | Part of “All Other Compensation” . |
| Auto allowance | $18,523 | — | Standard executive benefit . |
| Aircraft personal use (incremental cost) | $19,677 | — | Company policy allows limited personal use . |
| All other compensation (total) | $163,071 | — | Includes items above and minor benefits . |
Performance Compensation
2024 Annual Bonus Program – Company Metrics and Outcome
| Metric | Weight | Target definition | Actual vs Target | Payout factor |
|---|---|---|---|---|
| Proportionate Revenue | 35% | 2024 adjusted company budget | 97.9% of adjusted budget | 82.4% (weighted portion) . |
| Adj. EBITDA less P&E Additions (for compensation) | 55% | 2024 adjusted company budget; JV definitions per plan | 101.8% of adjusted budget | 109.2% (weighted portion) . |
| Customer KPIs (revenue-weighted by OpCos) | 5% | Operating-company milestones (NPS, churn, market share) | Composite achieved | 112.8% . |
| People Planet Progress (PPP) | 5% | 6 ESG goals (each 2/3–1%) | Composite achieved | 93.3% . |
| Weighted aggregate outcome | — | — | — | 99.2% of target . |
2024 Long-Term Incentive Program (LTIP) – Grants and Design (Andrea Salvato)
| Component | Target grant value (2024) | Key terms |
|---|---|---|
| RSUs (A shares + C shares) | $900,000 + $900,000 | Time-vest per plan; subject to limited acceleration events . |
| PSUs (A shares + C shares) | $900,000 + $900,000 | Performance metric: multi-year relative TSR vs large peer pool; payout 0–200% of target; earned shares vest Feb 15, 2027, subject to plan treatment on CIC . |
| SARs (A shares + C shares) | $900,000 + $900,000 | 10-year term; time-vest in three equal installments on May 1 of 2025/2026/2027; exercise price set per grant-date policy . |
| VIP (Ventures Incentive Plan) | $600,000 | 3-year performance on Liberty Growth portfolio value; vests/settles in 2027 (cash or shares at committee discretion) . |
| SHIP premium RSUs (re: bonus-in-shares) | N/A | Premium RSUs equal to 12.5% of shares taken under SHIP; vest Mar 1, 2026 if holding requirement met . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 258,814 Class A shares; 280,303 Class C shares; each <1% of class . |
| Near-term vesting/exercisable (within 60 days of Mar 27, 2025) | RSUs: 35,557 Class A; 53,791 Class C. SARs/Options: 53,530 Class A; 53,791 Class C . |
| Ownership guidelines | EVP guideline: 4x base salary (adjusted post-Spin-off); all covered employees deemed in compliance; adjusted EVP ratio = 2.32x post Spin-off calibration . |
| Hedging/pledging | Hedging/monetization requires pre-clearance; short sales prohibited. Company does not blanket-ban pledging; NEOs had no pledges as of Dec 31, 2024 . |
| Award adjustments (Sunrise Spin-off) | SAR/Option/PSU counts and exercise prices adjusted to preserve intrinsic value; certain RSUs received Sunrise “basket” RSUs . |
Vesting/calendar considerations:
- SAR tranches vest May 1, 2025/2026/2027; typical tax-withholding sales may create episodic selling pressure around vest dates .
- SHIP premium RSUs from the 2024 bonus vest Mar 1, 2026 if holding requirements are maintained .
- 2024 PSU performance cycle pays/vests Feb 15, 2027 if earned .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Executive Service Agreement dated May 5, 2005; indefinite term . |
| Notice/severance | Either party may terminate on 6 months’ notice (company may terminate sooner); by-company-without-cause scenario reflects salary and benefits for 6-month period; termination table shows Salary $516,228 and Benefits $73,275 components (as illustrative values at 12/31/2024) . |
| Restrictive covenants | Non-compete and non-solicit: 6 months post-termination; confidentiality: during employment and 2 years thereafter; trade secrets protected while secret . |
| Termination benefits (select scenarios at 12/31/2024 assumptions) | By Company Without Cause: Total $3,901,126; Death/Disability: $10,940,399; Retirement: $4,241,803 (includes equity treatment per plan) . |
| Change-in-control treatment (2014/2023 plans) | CIC events defined (Unapproved Control Purchase, Board Change, Reorganization). Unapproved Control Purchase/Board Change => vesting unless continued; Approved Reorg => vest unless assumed on equivalent terms. PSUs deemed at target if awards not continued/assumed per event type . |
| CIC values (illustrative totals at 12/31/2024 assumptions) | Unapproved Control Purchase/Board Change – Employment Terminated: $12,129,902; Employment Continues: $9,664,956. Reorganization – Employment Terminated: $10,254,459; Employment Continues: $9,664,956 . |
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,023,831 | 5,428,349 | 1,949,538 | 3,471,094 | 163,071 | 12,064,789 |
| 2023 | 959,649 | 3,223,771 | 3,183,133 | 3,435,636 | 152,001 | 11,018,554 |
| 2022 | 911,612 | 753,209 | 183,106 | 2,905,553 | 102,602 | 4,950,529 |
Notes: 2024 “Stock Awards” include 2024 LTIP RSUs/PSUs, SHIP shares/premium RSUs, and 2021 VIP settlement shares; “Option Awards” reflect 2024 SARs grant-date fair value; FX for U.K. pay uses average yearly rates per proxy .
Performance & Track Record (selected 2024 items relevant to Corporate Development)
- Executed Sunrise spin-off (~$3B; ≈$9/share distribution) and deleveraged Sunrise debt stack .
- Acquired majority control of Formula E; exited All3Media for $420M; disposed ~$900M in non-core assets; repurchased ~10% of outstanding shares .
- Delivered substantially all 2024 guidance; received significant JV distributions: ~£425M (U.K.) and ~€114M (Netherlands) .
Compensation Structure Analysis
- Mix tilted to equity and performance: 2024 LTIP for Salvato was heavily equity-based (RSUs, PSUs, SARs, VIP), explicitly tying outcomes to share price/relative TSR and portfolio value creation .
- Annual bonus metrics emphasize cash discipline and growth (55% Adj. EBITDA less P&E Additions for compensation; 35% proportionate revenue; remainder customer/PPP), with capped over-performance and committee oversight .
- Share ownership alignment: EVP 4x salary guideline (adjusted post-spin); compliance affirmed; NEOs had no pledges; clawback policy in place; CIC provisions are double-trigger for CEO and plan-based, no excise tax gross-ups .
Investment Implications
- Alignment and incentives: Salvato’s package is highly at-risk and equity-linked (PSUs on relative TSR, sizeable SARs), reinforcing long-term value creation in M&A and portfolio rotation; VIP links payouts directly to Liberty Growth portfolio accretion through 2027 .
- Near-term supply dynamics: Vested/vesting RSUs and SARs around May 1, 2025 and ongoing annual tranches may prompt tax-related selling, while SHIP premium RSUs (Mar 1, 2026) and PSUs (Feb 15, 2027) push meaningful realizations later, moderating immediate selling pressure .
- Retention and transition risk: Contract is indefinite with six-month notice and restrictive covenants (6-month non-compete/non-solicit; 2-year confidentiality); without-cause termination is relatively modest (six months’ salary/benefits) versus significant CIC equity acceleration values, which could influence behavior in strategic transactions .
- Governance signals: No NEO pledging, clawback adoption, absence of excise tax gross-ups, and continued shareholder feedback integration on comp design (peer group updates, PSU adoption) are positive governance markers .