Anthony G. Werner
Liberty GlobalAbout Anthony G. Werner
Anthony G. “Tony” Werner, age 68, has served as an independent director of Liberty Global (LBTYA) since June 2023. He brings 40+ years of engineering and technology leadership across cable, broadband, and product development, including senior roles at Comcast and Liberty Global. Werner is currently a Class I director with a term expiring at the 2026 AGM and serves on the Audit Committee. He was affirmed as independent under Nasdaq and SEC rules, and met the company’s attendance threshold in 2024 (≥75% of board and committee meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | Senior Technology Advisor | Mar 2021 – Dec 2022 | Technology strategy; AI/digitalization/cloud/cyber focus cited in LBTYA bio . |
| Comcast Corporation | President, Technology, Product & Customer Experience | Mar 2016 – Mar 2021 | Led product and customer experience across broadband/video; industry recognition . |
| Comcast Corporation | Chief Technology Officer | Jan 2007 – Mar 2016 | CTO leadership through major technology transitions . |
| Liberty Global | SVP & Chief Technology Officer | Jul 2001 – Jan 2007 | Led global strategy for video, voice, and data services . |
| SCTE & SCTE Foundation | President & Chairman of the Board | 2015 – 2017 | Industry leadership; recognized with Cable/Broadcasting Hall of Fame, Vanguard, Technical Emmy . |
| Qwest, Aurora Networks, TCI, AT&T Broadband, Rogers | Senior management roles | Various | Engineering/technology management across major cable/broadband firms . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Plume Design, Inc. | Director | Current | Listed as current “Other Positions” in LBTYA bio . |
| Technetix | Non-Executive Director | Current | Listed as current “Other Positions” . |
| Vantiva SA | Director | Current | Listed as current “Other Positions” (public company) . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Paul A. Gould, with multiple members (including chair) designated as “audit committee financial experts” .
- Director class/term: Class I; term expires at the 2026 AGM .
- Independence: Board determined Werner is independent under Nasdaq/SEC standards .
- Attendance: In 2024, each director attended ≥75% of board and applicable committee meetings; the board held six full meetings; independent directors held two executive sessions .
- AGM attendance: Only the CEO attended the 2024 AGM in person (Werner did not) .
Fixed Compensation
Policy framework and Werner’s 2024 actuals:
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (policy) | $150,000 | For all non-employee directors except Malone/Fries . |
| Committee chair fees (policy) | $55,000 Audit; $30,000 Compensation; $15,000 Nominating; $15,000 People Planet Progress | Per year, if serving as chair (Werner is not a chair) . |
| Meeting fees | Not disclosed | Fees paid quarterly; may elect share payment . |
| Fees earned in cash (Werner, 2024) | $112,522 | As reported in 2024 director compensation table . |
| Fees paid in shares (Werner, 2024) | $18,464 (Class A); $19,014 (Class C) | Elected share payment for a portion of fees; see footnote on share-paid fees . |
| All other compensation (Werner, 2024) | $1,831 | Includes items per policy (e.g., travel/aircraft increments or donations) . |
| Total (Werner, 2024) | $381,839 | As reported . |
Policy notes:
- Quarterly fee installments can be paid in Class A/C shares at director election; travel and certain benefits reimbursed; occasional aircraft availability with incremental cost recorded if personal passengers included .
- Directors may elect to defer up to 85% of retainer and 100% of RSUs; 2024 deferred amounts accrue 9% interest, compounded daily, until paid (Werner not listed among those who deferred in 2024) .
Performance Compensation
Annual equity structure and Werner’s awards:
| Item | Werner Detail | Vesting / Metrics |
|---|---|---|
| Annual equity grant (policy, 2024) | $230,000 grant date fair value | Director may elect: all options or 50% options + 50% RSUs; 10-year option term . |
| Grant date (2024 non-employee directors) | May 21, 2024 | Vesting for 2024 options commences at the 2025 AGM and then each successive AGM; RSUs vest at first AGM after grant . |
| Options outstanding (Dec 31, 2024) | 15,296 Class A; 15,152 Class C | 10-year term; three annual installments at successive AGMs . |
| RSUs outstanding (Dec 31, 2024) | 3,333 Class A; 3,333 Class C | Time-based; vest in full at first AGM after grant . |
| 2024 report of equity values (Werner) | Option Awards: $56,788 (A), $58,198 (C); Stock Awards: $56,694 (A), $58,328 (C) | Fair values as reported; time-based; no performance metrics tied to director awards . |
Change-in-control and acceleration (plan-wide, applies to award holders including directors):
- Equity awards vest in full upon an Unapproved Control Purchase or Board Change, and immediately prior to consummation of a Reorganization unless awards are assumed/replaced on equivalent terms; RSUs/PSUs have limited automatic acceleration triggers (death/disability; target PSUs earned upon certain events if not continued/assumed) .
Performance Metric Table (Directors)
| Award Type | Metrics | Notes |
|---|---|---|
| Options (directors) | None (time-based) | 3 annual installments at successive AGMs; 10-year term . |
| RSUs (directors) | None (time-based) | Vest at first AGM post-grant . |
Other Directorships & Interlocks
| Company | Relationship to LBTYA | Potential Interlock/Conflict Notes |
|---|---|---|
| Vantiva SA | External directorship | Public company; no related-party transaction disclosed for Werner upon appointment . |
| Plume Design, Inc. | External directorship | Listed in bio; no LBTYA related-party transaction disclosed involving Werner . |
| Technetix | External non-executive directorship | Listed in bio; no LBTYA related-party transaction disclosed involving Werner . |
Liberty Global’s governance requires Audit Committee or disinterested independent directors to pre-approve any related-party transactions; directors must recuse when conflicts arise; no related-party transactions involving Werner were disclosed under Item 404(a) at appointment .
Expertise & Qualifications
- Deep technology leadership (AI, digitalization, cloud, cybersecurity; product/customer experience) cited by LBTYA and industry recognition (Cable/Broadcasting Hall of Fame; Technical Emmy; NCTA Vanguard) .
- Former CTO roles at Comcast and Liberty Global; aligns with LBTYA’s network, product, and cybersecurity oversight needs; serves on Audit Committee where cyber and technology risk oversight is included .
Equity Ownership
| As of | Class A Shares | Class C Shares | Notes |
|---|---|---|---|
| March 27, 2025 (beneficial ownership) | 13,210 | 13,162 | Less than 1% of each class; no Class B ownership . |
| Dec 31, 2024 (outstanding awards) | Options: 15,296 (A); RSUs: 3,333 (A) | Options: 15,152 (C); RSUs: 3,333 (C) | Option term 10 years; RSUs vest next AGM . |
Ownership alignment policies:
- Insider Trading Policy requires pre-clearance for transactions; prohibits short sales; permits pledging under certain circumstances; executives/directors encouraged to hold shares; no blanket prohibition on pledges (NEOs had no pledges as of Dec 31, 2023) .
Governance Assessment
- Strengths: Independent status; Audit Committee membership with robust mandate over financial reporting and cybersecurity; strong technical credentials relevant to LBTYA’s network/product strategy; met attendance threshold; diversified, time-based director equity structure with clear vesting and no short-term performance metrics (reduces risk of misaligned incentives) .
- Pay and alignment: 2024 total director compensation for Werner was $381,839, with a significant equity component ($230k grant policy, split across options/RSUs), and a portion of fees paid in shares—positive alignment signal .
- Conflicts: No Item 404(a) related-party transactions disclosed for Werner at appointment; strong committee oversight processes for any related-party transactions and conflicts; directors must recuse when conflicted .
- Risk indicators and policies: Hedging pre-clearance; short sales prohibited; pledging permitted—while common in Liberty’s governance narrative, pledging permissibility can be viewed as a moderate governance risk in some frameworks; however, share ownership is encouraged and frequently exceeded per policy disclosures .
- Attendance/engagement: Met ≥75% requirement; did not attend the 2024 AGM in person (only CEO attended)—neutral but note for investors tracking AGM participation .
RED FLAGS: None specifically disclosed for Werner (no related-party transactions; no Section 16 issues; no chair fees; no committee independence concerns). The allowance for pledging at the company-level (not Werner-specific) may be viewed as a policy-level risk by some investors .