Charles H.R. Bracken
Liberty GlobalAbout Charles H.R. Bracken
Charles H.R. Bracken, 58, is Executive Vice President and Chief Financial Officer of Liberty Global (LBTYA). He joined Liberty Global’s European corporate offices in March 1999, became Co‑CFO in 2004 and CFO in 2017, giving him over 26 years at the company and deep experience in multinational finance, treasury, investor relations and capital markets execution . Prior to Liberty Global, he worked at Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development, and he currently serves as a director of Liberty Latin America Ltd.; he previously served on Telenet’s board until its delisting in October 2023 . Company performance context relevant to his incentive design: Liberty Global executed a ~$3B Sunrise spin‑off delivering ~$9/share distribution, repurchased ~10% of outstanding shares in 2024, met substantially all guidance targets, and ended 2024 with ~$2.2B in cash and liquid securities .
Revenue and EBITDA trends over 2022‑2024 are shown below to frame pay‑for‑performance alignment.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Finance professional | Pre‑1999 | Investment banking and capital markets grounding |
| JP Morgan | Finance professional | Pre‑1999 | Corporate finance and treasury foundations |
| European Bank for Reconstruction and Development | Finance professional | Pre‑1999 | Emerging markets finance experience |
| Liberty Global (Europe corporate offices) | Executive (Finance) | 1999–present | Co‑CFO (2004), CFO (2017); led group finance functions in a complex, highly leveraged multinational |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Latin America Ltd. | Director | Current | Oversight across LatAm connectivity platforms |
| Telenet Group Holding N.V. | Director | Until Oct 2023 | Governance oversight until delisting |
Fixed Compensation
- Base salary: £981,000 (approved Feb 2024; effective Apr 1, 2024; converted to $1,253,514 using 2024 average FX in proxy) .
- 2024 perquisites/other: Auto allowance $18,523; U.K. defined contribution plan $118,268; miscellaneous incl. aircraft personal use $129,874; total “All Other Compensation” $300,076 .
Multi‑year summary (proxy grant‑date values; USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $1,106,386 | $1,164,822 | $1,242,972 |
| Bonus ($) | $110,188 | $73,559 | $33,036 |
| Stock Awards ($) | $326,587 | $3,316,301 | $5,713,692 |
| Option Awards ($) | — | $4,524,425 | $2,030,764 |
| Non‑Equity Incentive ($) | $3,389,812 | $3,926,441 | $3,966,964 |
| All Other ($) | $165,875 | $243,621 | $300,076 |
| Total ($) | $5,098,848 | $13,249,169 | $13,287,504 |
Ownership guidelines: EVPs must hold equity worth 4x salary; after the Sunrise spin‑off adjustment, EVPs’ guideline ratio is 2.32x salary, and management reports all subject employees are compliant .
Performance Compensation
2024 Annual Bonus Program design (Bracken target $4.0M) :
| Metric | Weight | Target Definition | Payout % Achieved | Notes |
|---|---|---|---|---|
| Proportionate Revenue | 35% | Company adjusted budget (JV and FX adjustments per plan) | 82.4% | Threshold 94%→50%; ≥102.5%→150% |
| Adjusted EBITDA less P&E Additions (Comp Purposes) | 55% | Company adjusted budget (includes U.K./NL JV proportionate) | 109.2% | Threshold 89.5%→50%; ≥110%→150% |
| Customer KPIs (weighted by opco revenue) | 5% | NPS, churn, market share per opco | 112.8% | Max 140–150% by opco |
| People Planet Progress (PPP) | 5% | 6 measurable ESG goals (2/3–1% each) | 93.3% | Capped at 100% |
Payout and vesting:
- Company‑metric weighted aggregate payout: 99.2% .
- Bracken’s 2024 earned bonus: $4,466,964, paid $4,000,000 cash and $466,964 in shares via SHIP (with “premium” RSUs equal to 12.5% of shares, vesting Mar 1, 2026, contingent on holding the SHIP shares) .
2024 Long‑Term Incentive Plan (LTIP) grant values and instruments (approved Mar 25, 2024) :
- RSUs: $937,500 in Class A and $937,500 in Class C .
- PSUs (relative TSR): $937,500 in Class A and $937,500 in Class C; vesting Feb 15, 2027 (0–200% of target based on peer‑relative TSR) .
- SARs (10‑year term): $937,500 in Class A and $937,500 in Class C; time‑vesting equal installments on May 1, 2025/2026/2027 .
- VIP (ventures portfolio): $625,000 target; vest in 2027 based on audited portfolio value changes; settled in shares or cash at committee discretion .
2024 equity counts/prices (selected):
- RSUs granted: 54,134 Class A; 54,134 Class C .
- SARs granted: 192,110 Class A at $16.73 base; 192,110 Class C at $17.49 base; vest May 1, 2025/2026/2027 .
Option/SAR exercises and vesting realized in 2024 (liquidity timing signal):
- Exercised: 85,323 Class C (value $1,247,909) .
- Shares vested: 57,582 Class A ($954,015) and 89,923 Class C ($1,532,973) .
Equity Ownership & Alignment
- Beneficial ownership: 214,226 Class A and 171,476 Class C; “Percent of Class” noted as less than 1% for each .
- Near‑term RSUs/SARs/options counted as beneficial if vest/exercisable within 60 days (closing prices LBTYA $11.72; LBTYK $12.21 on Mar 27, 2025): 35,850 Class A RSUs; 53,657 Class C RSUs; 76,803 Class A SARs/options; 53,657 Class C SARs/options .
- Outstanding unvested equity at 12/31/2024 (selected): 54,134 Class A RSUs and 54,134 Class C RSUs; PSUs “maximum” buckets 187,530 Class A and 185,766 Class C (ultimate earned shares depend on TSR and vesting date prices) .
- Hedging/pledging: Pre‑clearance required; short sales prohibited; NEOs had no pledges as of Dec 31, 2024; executives encouraged to hold shares under ownership policy .
- Ownership policy: EVPs at 4x salary (adjusted post spin‑off as noted above); compliance reported for all covered executives .
Employment Terms
- Agreement: Executive Service Agreement dated Dec 15, 2004 (indefinite term) .
- Termination notice: Either party may terminate on 6 months’ notice (or by company on shorter notice); equity awards continue to vest during the 6‑month notice period .
- Severance (without cause or disability): Lump sum equal to 6 months of base salary and benefits; tax equalization provisions for non‑U.K. liabilities; non‑compete and non‑solicit for 6 months post‑termination; confidentiality/trade secret restrictions for 2 years post‑termination .
- Change‑in‑control: Company‑wide “double trigger” applies in stock incentive plans and executive agreements; RSU acceleration limited to death, disability, retirement or if awards are not continued/assumed in a qualifying transaction .
Change‑in‑control economics (12/31/2024, Bracken; totals per scenario):
| Scenario | Total ($) |
|---|---|
| Unapproved Control Purchase/Board Change – Employment Terminated | $13,307,428 |
| Unapproved Control Purchase/Board Change – Employment Continues | $10,045,347 |
| Reorganization – Employment Terminated | $11,385,660 |
| Reorganization – Plan Benefits Not Continued | $10,045,347 |
Clawback: Company‑wide recoupment policy for restatements covers Erroneously Awarded Compensation irrespective of fraud/misconduct . Repricing: Company policy prohibits lowering exercise/base prices or exchanging underwater options/SARs without prior shareholder approval (except anti‑dilution/transaction‑specific adjustments) . Excise tax gross‑ups: Not provided on change‑in‑control .
Company Performance Context (for pay‑for‑performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $4,017.5M* | $4,115.8M* | $4,341.9M* |
| EBITDA ($USD) | $1,265.8M* | $951.9M* | $987.9M* |
Values retrieved from S&P Global.*
Revenue/EBITDA trends contextualize the 2024 bonus emphasis on proportionate revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes (55% weighting), which management identified as the most important metric for executive compensation .
Selected 2024 strategic achievements supporting payouts:
- Sunrise spin‑off (~$3B), ~$9/share distribution; repurchased ~10% of share capital; delivered substantially all guidance targets .
- Ended 2024 with ~$2.2B cash and liquid securities .
- Debt profile refinancings (~$3.2B), no material maturities until 2028; deleveraging at Sunrise .
Compensation Committee & Governance
- Compensation Committee oversight and independent consultant (The Croner Company) updating peer group; multinational comparators across U.S., U.K., Europe; pay not targeted to a specific percentile .
- 2023 say‑on‑pay: Majority approval on advisory vote; PSUs added to increase performance‑based equity tied to relative TSR .
- Board hedging/pledging policy, ESG oversight via People Planet Progress Committee, and governance structures described in proxy .
Investment Implications
- Alignment: High at‑risk mix with PSUs tied to multi‑year relative TSR, SARs with 10‑year terms/time‑vesting, and VIP tied to audited portfolio value—strong directional alignment with long‑term shareholder returns .
- Retention risk: Contract is indefinite but severance only ~6 months salary/benefits; continued vesting during notice mitigates near‑term flight risk; double‑trigger CoC reduces single‑trigger windfalls .
- Selling pressure: Watch scheduled vest/settlement windows—premium RSUs from SHIP vest Mar 1, 2026; SAR installments vest May 1, 2025/2026/2027; 2024 option/SAR exercises and 2024 RSU vestings indicate periodic liquidity events around these dates .
- Governance signals: Formal clawback policy and no excise tax gross‑ups are shareholder‑friendly; no blanket hedging ban but pre‑clearance and no short sales; NEOs reported no pledges as of YE 2024 .
- Pay‑versus‑performance: Company highlights and bonus metric outcomes (99.2% weighted payout) reflect operational delivery; continued equity emphasis suggests sensitivity to TSR trajectory and JV distributions which are material to capital returns .
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