Bryan H. Hall
Liberty GlobalAbout Bryan H. Hall
Executive Vice President, General Counsel and Secretary at Liberty Global since January 2012; age 62; prior roles include General Counsel of Virgin Media Inc. (London) from 2004–2011 and partner at Fried Frank Harris Shriver & Jacobson LLP (New York) . His pay is tied to company performance through annual bonus metrics (Revenue; Adjusted EBITDA less P&E Additions for Compensation Purposes; customer KPIs; PPP goals) and multi-year equity (PSUs based on relative TSR, RSUs, SARs, and VIP awards), with 2024 bonus payout at a 99.2% weighted aggregate vs targets . Company-level 2024 outcomes relevant to Hall’s incentives include net income of $1,646 million, proportionate Adjusted EBITDA less P&E Additions for Compensation Purposes of $2,342 million, and TSR improvement as disclosed in the Pay-Versus-Performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virgin Media Inc. | General Counsel | 2004–2011 | Led legal function for a major UK telecom/media operator; governed public company matters . |
| Fried Frank Harris Shriver & Jacobson LLP | Partner (Corporate) | Prior to 2004 | Advised on corporate transactions and governance, providing M&A and securities expertise . |
External Roles
None disclosed for Hall (executive officer; not a director) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,143,569 | $1,193,385 | $1,239,692 |
| Base Salary policy (effective Apr 1, 2024) | $1,251,000 target base (approved Feb 2024) | ||
| Target Annual Bonus ($) | — | — | $2,750,000 |
| Bonus (cash) ($) | $78,706 | $13,790 | $19,991 |
| Non-Equity Incentive Plan (cash portion of bonus at target) ($) | $2,421,294 | $736,067 | $2,400,475 |
| All Other Compensation ($) | $36,780 | $37,044 | $47,024 |
| Total ($) | $4,301,284 | $9,336,747 | $9,996,249 |
Details of “All Other Compensation” for 2024: $30,500 company 401(k) contribution; $15,000 auto allowance; $1,524 miscellaneous (includes term life premiums and limited event tickets) .
Performance Compensation
2024 Annual Bonus Design and Outcome
| Metric | Weight | Target Definition | 2024 Performance vs Adjusted Budget | Payout % (weighted portion) |
|---|---|---|---|---|
| Proportionate Revenue | 35% | Company proportionate revenue (JV adjustments per plan) | 97.9% of adjusted budget | 82.4% |
| Adjusted EBITDA less P&E Additions (Comp Purposes) | 55% | Proportionate Adjusted EBITDA less P&E Additions (JV adjustments per plan) | 101.8% of adjusted budget | 109.2% |
| Customer KPIs (weighted by opco revenue) | 5% | NPS, share, churn, etc., by opco | Achieved | 112.8% |
| PPP (People Planet Progress) | 5% | Six measurable ESG/DE&I goals (capped at 100%) | Achieved | 93.3% |
| Weighted Aggregate | 100% | 99.2% |
2024 earned bonus and form of payment:
- Earned bonus: $3,227,288; paid $2,420,466 in cash and $806,822 in shares (via SHIP election; premium RSUs equal to 12.5% of shares issued vest Mar 1, 2026 if held) .
2024 Long-Term Incentive Plan (LTIP) – Target Grant Values
| Component | Class A ($) | Class C ($) | Vesting / Performance |
|---|---|---|---|
| RSUs | $637,500 | $637,500 | Time-based; installment vesting May 1 over multiple years . |
| PSUs (Relative TSR) | $637,500 | $637,500 | Vest Feb 15, 2027; payout 0–200% based on relative TSR . |
| SARs | $637,500 | $637,500 | 10-year term; vest in three equal installments on May 1, 2025/2026/2027 . |
| VIP (Liberty Growth portfolio) | — | — | $425,000 target; 3-year portfolio valuation; pays in shares or cash at committee’s discretion . |
VIP 2021 payout (settled Mar 15, 2024 in shares):
- 12,579 Class A ($211,076) and 12,579 Class C ($220,133) .
Equity Ownership & Alignment
| Holding Category | Class A (#) | Class C (#) | Notes |
|---|---|---|---|
| Beneficial Ownership (incl. exercisable/vestable within 60 days) | 297,371 | 335,117 | <1% of each class . |
| RSUs counted within 60 days | 24,378 | 36,487 | Included per footnote methodology . |
| Options/SARs exercisable within 60 days | 65,928 | 36,487 | Included per footnote methodology . |
| 401(k) Plan holdings | — | 17,349 | Liberty Global 401(k) savings plan . |
| Shares pledged as collateral | — | — | NEOs had no pledges as of Dec 31, 2024 . |
| Insider policy on hedging/short sales | Hedging requires pre-clearance; short sales prohibited | Hedging requires pre-clearance; short sales prohibited | No blanket hedging prohibition; pre-clear by Legal . |
| Ownership Guidelines (EVP) | 4x base salary | 4x base salary | Adjusted post-spin to 2.32x for EVPs; all employees subject deemed compliant . |
Upcoming vesting and potential supply overhang:
- RSUs vesting schedule (as of 12/31/2024):
- Class A: 24,218 vesting 50% on May 1, 2025 and 50% on May 1, 2026 (two installments) .
- Class A: 36,811 vesting in three equal installments on May 1, 2025/2026/2027 .
- Class C: 48,435 vesting 50% on May 1, 2025 and 50% on May 1, 2026 .
- Class C: 36,811 vesting in three equal installments on May 1, 2025/2026/2027 .
- 2024 vesting/exercises: 97,716 Class A and 119,538 Class C vested; 13,098 Class C options/SARs exercised (value realized $183,749) .
Representative unexercised options/SARs (as of 12/31/2024):
- Class A tranches include expirations at 5/1/2025 ($24.26), 5/1/2026 ($18.95), 5/1/2027 ($20.61), 5/1/2028 ($17.26), 3/7/2029 ($15.00), 4/1/2029 ($14.38), 4/1/2030 ($9.27), 4/13/2031 ($14.89), 3/24/2033 ($10.70), 3/25/2034 ($9.66) .
- Class C tranches include expirations at 5/1/2025 ($23.62), 5/1/2026 ($18.45), 5/1/2027 ($20.29), 5/1/2028 ($16.87), 3/7/2029 ($14.70), 4/1/2029 ($14.08), 4/1/2030 ($8.82), 4/13/2031 ($14.97), 3/24/2033 ($11.30), 3/25/2034 ($10.20) .
Employment Terms
| Provision | Term |
|---|---|
| Agreement | Employment Agreement dated May 21, 2020; indefinite term; either party may terminate with ≥30 days’ prior written notice . |
| 2025 Base Salary | $1,251,000 (subject to annual increase) . |
| Annual Bonus | Eligible; amount not guaranteed; determined vs qualitative/quantitative objectives annually . |
| Auto Allowance | $15,000 per year; adjustable per policy . |
| Severance (without cause or for good reason; or death/disability) | Accrued benefits; pro rata bonus if employed ≥9 months in year (9-month requirement waived for death); severance equal to 1× base salary paid over 12 months; up to one year of company-paid/reimbursed health benefits (except death); unvested equity scheduled to vest within 6 months continues to vest (unless grant terms more favorable) . |
| Non-compete / Non-solicit / Confidentiality | Customary restrictive covenants; up to one year post-termination depending on circumstances . |
| Change-in-Control Mechanics | Equity plans provide for specified vesting/assumption rules; Hall’s severance schedule reflected in CIC tables (e.g., severance shown as $4,493,288; accelerated equity values itemized) . |
| Clawback | Dodd-Frank compliant; recoup incentive compensation upon financial restatement (regardless of misconduct) . |
Estimated payments (illustrative, as of 12/31/2024):
- Termination without cause: Total $7,115,995 including accelerated equity and severance ($4,493,288) and benefits ($33,641) .
- Death/Disability: Total $12,560,786 including accelerated equity and severance ($4,493,288) and benefits ($33,641) .
- Retirement: Total $3,288,989 including accelerated portions per plan rules .
Multi-Year Compensation Detail (NEO Summary for Hall)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2022 | $1,143,569 | $78,706 | $231,118 | — | $2,421,294 | $389,817 | $36,780 | $4,301,284 |
| 2023 | $1,193,385 | $13,790 | $4,351,693 | $2,624,949 | $736,067 | $379,819 | $37,044 | $9,336,747 |
| 2024 | $1,239,692 | $19,991 | $4,627,903 | $1,380,922 | $2,400,475 | $280,242 | $47,024 | $9,996,249 |
Deferred Compensation details:
- 2024 Executive contributions: $261,242 (salary $148,763; bonus $112,479); aggregate earnings $362,896; aggregate balance $4,644,580 .
- Above-market interest (reported in Summary Table): $280,242 in 2024 .
Compensation Structure Analysis
- Equity-heavy mix: 2024 LTIP grants in PSUs/RSUs/SARs and VIP units highlight at-risk pay aligned with TSR and portfolio value creation; SARs vest over 3 years; PSUs measured on relative TSR over multi-year period .
- Bonus governance: Clear metric weights with caps, interpolation, and JV-adjusted definitions; committee discretion on individualized objectives; 2024 aggregate payout 99.2% indicates near-target corporate performance .
- Share Ownership: EVP guideline 4x salary (adjusted post-spin to 2.32x); all covered employees deemed compliant, reducing alignment risk; NEOs had no pledges as of 12/31/2024 .
- Clawback and double-trigger CIC: Dodd-Frank recoupment; double-trigger acceleration required under plans for CIC terminations; no excise tax gross-up .
Risk Indicators & Red Flags
- Hedging allowed with pre-clearance; no blanket prohibition (alignment risk mitigated by ownership and pre-clear control) .
- Above-market deferral interest (8–9%) may be scrutinized; reported as above-market earnings in compensation disclosure .
- No pledges by NEOs as of 12/31/2024 (positive) .
- Clear severance and CIC economics; non-compete up to one year reduces post-departure competition risk .
Investment Implications
- Strong alignment: Hall’s incentives are heavily equity-based with relative TSR PSUs and multi-year SAR/RSU vesting, plus VIP tied to portfolio value—driving focus on TSR, EBITDA-to-capex efficiency, and asset rotation returns .
- Near-target 2024 corporate payout (99.2%) and personal over-performance recognition suggest effective execution in legal/M&A/regulatory workstreams underpinning strategic actions (Sunrise spin, Formula E acquisition, buybacks), supportive of sustained FCF and TSR goals .
- Limited selling pressure: Upcoming RSU installments are known and staggered; absence of pledges reduces forced-sale risk; monitor May 1 vest dates and PSU vest in 2027 for supply dynamics .
- Retention risk contained: Clear severance and health benefits provisions, non-compete, and multi-year equity cadence support retention; no CIC gross-up; double-trigger vesting deters opportunistic departures during control changes .