Enrique Rodriguez
Liberty GlobalAbout Enrique Rodriguez
Executive Vice President and Chief Technology Officer at Liberty Global (LBTYA); age 62; in role since July 2018 after joining as EVP & CTO, with prior CEO/CTO roles at TiVo, AT&T Entertainment Group, Sirius XM, Cisco, and Microsoft; holds a B.S. in Electrical Engineering from Instituto Tecnologico de Monterrey . Rodriguez also serves as a director of Sunrise Communications AG since November 2024, reflecting cross-platform oversight across Liberty’s ecosystem . Company performance metrics tied to executive pay in 2024 included proportionate Revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes; actual results delivered 97.9% of adjusted revenue budget and 101.8% of adjusted EBITDA less P&E Additions, underpinning incentive payouts; 2024 TSR values (initial $100 basis) totaled $105.89 (Class A), $107.47 (Class B), $109.05 (Class C) versus peer group $122.59 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TiVo Corporation | President, CEO & Director | 2017–2018 | Led video technology platform; transitioned to Liberty Global CTO |
| AT&T Entertainment Group | EVP & CTO | 2015–2017 | Launched DIRECTV Now OTT; scaled entertainment tech stack |
| Sirius XM | EVP, Operations & Products; Group VP | 2012–2015 | Drove product/ops initiatives for subscription audio |
| Cisco Systems | SVP & GM, Service Provider Video Technology Group | Pre-2012 | Led SP video technologies and platforms |
| Microsoft | Corporate VP, TV Division; VP, Xbox Partnerships | 2003–2010 | Launched global IPTV solutions; partner ecosystem development |
| Thomson/RCA | Engineering and executive roles | ~20 years | Awarded 25+ U.S. patents; foundational digital TV engineering |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunrise Communications AG | Director | Since Nov 2024 | Governance over separated Swiss asset; tech services linkages |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $1,185,962 | $1,197,000 | EVP CTO role; annual review by Compensation Committee |
| Target Annual Bonus ($) | $3,600,000 | Not fixed (eligible; no guarantee) | Bonus determined vs qualitative/quantitative objectives |
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Payout Basis | Vesting/Mechanics |
|---|---|---|---|---|---|
| Proportionate Revenue | 35% | 100%=on-target | 82.4% of weighted portion | Interpolated schedule; 0–150% | Annual bonus program |
| Adjusted EBITDA less P&E Additions (Comp Purposes) | 55% | 100%=on-target | 109.2% of weighted portion | Interpolated schedule; 0–150% | Annual bonus program |
| Customer KPI (weighted by opco revenue) | 5% | Opco-set targets | 112.8% | Max 140–150% per opco | Annual bonus program |
| People Planet Progress (PPP) | 5% | Six goals (each 2/3–1%) | 93.3% | Capped at 100% | Annual bonus program |
| 2024 Weighted Aggregate Payout vs Target | — | — | 99.2% | Company metrics (pre-individual adj.) | Annual bonus program |
| Incentive Type | Grant Date | Class | Units/Value | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 LTIP RSUs (Target Value) | Mar 25, 2024 | Class A | $937,500 | 3 equal annual installments on May 1, 2025–2027 | Settled in shares; forfeiture/acceleration per plan |
| 2024 LTIP RSUs (Target Value) | Mar 25, 2024 | Class C | $937,500 | 3 equal annual installments on May 1, 2025–2027 | Settled in shares; forfeiture/acceleration per plan |
| 2024 LTIP PSUs (Target Value) | Mar 25, 2024 | Class A | $937,500 | Performance period; vest Feb 15, 2027 if earned | Metric: multi-year relative TSR; 0–200% payout |
| 2024 LTIP PSUs (Target Value) | Mar 25, 2024 | Class C | $937,500 | Performance period; vest Feb 15, 2027 if earned | Metric: multi-year relative TSR; 0–200% payout |
| 2024 LTIP SARs (Target Value) | Mar 25, 2024 | Class A | $937,500 | Annual vesting May 1, 2025–2027; 10-year term | Base price set at grant; share-settled appreciation |
| 2024 LTIP SARs (Target Value) | Mar 25, 2024 | Class C | $937,500 | Annual vesting May 1, 2025–2027; 10-year term | Base price set at grant; share-settled appreciation |
| 2024 VIP (Ventures Incentive Plan) | Mar 25, 2024 | N/A | $625,000 | Vests in 2027; paid in shares or cash at Committee discretion | Portfolio valuation by third-party auditor |
| 2021 VIP Settlement in Shares (Paid 2024) | Mar 15, 2024 | Class A | 15,724 sh; $263,849 | Vested and settled | LTIP outcome |
| 2021 VIP Settlement in Shares (Paid 2024) | Mar 15, 2024 | Class C | 15,724 sh; $275,170 | Vested and settled | LTIP outcome |
| 2024 Annual Bonus Earned | Feb 2025 approval | SHIP shares | $4,070,268 paid entirely in shares | SHIP premium RSUs = 12.5% of shares; vest Mar 1, 2026 if held | Rodriguez elected SHIP; no cash portion |
Equity Ownership & Alignment
| Metric | As of | Class A | Class B | Class C | Notes |
|---|---|---|---|---|---|
| Beneficial Ownership (sh) | Mar 27, 2025 | 475,681 | — | 784,737 | Less than 1% of each class |
| 401(k) Plan Holdings (sh) | Mar 27, 2025 | — | — | 13,172 | Plan participation |
| RSUs/SARs exercisable/vesting ≤60 days (counts used in ownership calc) | Mar 27, 2025 | RSUs: 33,144; SAR/Options: 85,305 | — | RSUs: 48,244; SAR/Options: 48,244 | Included in beneficial ownership methodology |
| Shares Pledged | Dec 31, 2024 | None | — | None | Company policy permits pledges with pre-clear; NEOs had none |
| Ownership Guidelines | Current | EVP guideline: 4x salary | — | — | All subject employees deemed in compliance; adjusted ratios post-Spin |
| Adjusted Ownership Guideline Ratio (EVPs) | Post-Spinoff | 2.32x salary | — | — | Policy adjusted for Sunrise spin-off |
Additional alignment details:
- Hedging/monetization transactions require pre-clear; short sales prohibited; no blanket hedging ban; executives encouraged to hold shares; pledging permitted under controls .
- 2024 vesting activity: 127,293 Class A and 154,441 Class C shares vested for Rodriguez, indicating ongoing equity realization cadence; no option/SAR exercises disclosed for Rodriguez in 2024 in this table .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Employment Agreement (2018) with indefinite term; 30 days’ notice by company or 90 days by executive for termination |
| Base Salary | $1,197,000 for 2025; annual increase at Compensation Committee discretion |
| Annual Bonus | Eligible annually; no guarantee; amount based on qualitative and quantitative objectives set by Compensation Committee |
| Equity Eligibility | Participates in equity programs on same basis as executives; target values set by Committee; forms include PSUs, RSUs, SARs, VIP |
| Severance (no CIC) | If terminated without cause, for good reason, death/disability: Accrued Benefits; prorated bonus (≥9 months employed in year; 9-month rule not for death); 1× base salary over 12 months (reduced by disability benefits if applicable); up to 12 months company-paid health benefits |
| CIC Treatment (Plans) | Under equity plans, if termination without cause or resignation for good reason within 12 months of a Reorganization: RSUs/SARs vest; PSUs may vest at target if awards not continued/assumed; Rodriguez’s modeled totals shown below |
| Restrictive Covenants | Non-solicitation, non-interference, non-competition, confidentiality during employment and up to one year post-termination depending on circumstances |
| Tax Gross-ups | No excise tax gross-ups generally; Rodriguez has no parachute gross-up rights |
| Perquisites | Limited personal aircraft use; Rodriguez incremental cost $66 in 2024; standard benefits and allowances as per global policies |
| Deferred Compensation | Elected to defer salary ($711,577 in 2024; prior deferrals $684,715 in 2023; $656,301 in 2022) and portions of bonus; credited interest at 8–9% per plan; aggregate balance $6,054,000 at FY2024 |
Modeled potential payments (company-wide methodology as of 12/31/2024):
- Termination without cause (no CIC): Total $8,728,279; includes severance $5,267,268, prorated equity vesting and benefits .
- Death/Disability (no CIC): Total $16,753,340; includes full vesting of SARs/RSUs and target PSUs, VIP, benefits .
- CIC with employment terminated; plan benefits continued: Total $16,986,674; severance $5,267,268 plus accelerated equity, VIP, benefits .
Compensation Structure
Summary Compensation (select items)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,185,962 | 9,555,816 | 2,030,764 | — | 31,709 | 13,088,323 |
| 2023 | 1,141,192 | 5,615,581 | 2,726,763 | — | 72,691 | 9,776,263 |
Notes: 2024 annual bonus earned ($4,070,268) was paid entirely in shares via SHIP and reflected in Stock Awards; no cash non-equity incentive for Rodriguez in 2024 .
Grants of Plan-Based Awards (selected 2024 entries)
| Grant | Units/Counts | Base Price ($) | Grant Date Fair Value ($) |
|---|---|---|---|
| Class A SARs (Enrique) | 192,110 | 16.73 | 995,010 |
| Class C SARs (Enrique) | 192,110 | 17.49 | 1,035,754 |
| SHIP Premium RSUs (A) | 10,552 | — | 183,183 |
| SHIP Premium RSUs (C) | 10,552 | — | 191,730 |
| RSUs (A) | 54,134 | — | 905,662 |
| RSUs (C) | 54,134 | — | 946,804 |
| VIP Shares Paid (A) | 15,724 | — | 263,849 |
| VIP Shares Paid (C) | 15,724 | — | 275,170 |
Pay-for-Performance Design
- Annual bonus weights: Revenue (35%), Adjusted EBITDA less P&E Additions for Compensation Purposes (55%), Customer (5%), PPP (5%) .
- 2024 payouts vs adjusted budgets: Revenue 82.4%, Adjusted EBITDA less P&E Additions 109.2%, Customer 112.8%, PPP 93.3% → Weighted aggregate 99.2% prior to individual adjustments .
- LTIP PSUs measure multi-year relative TSR vs a broad peer pool; payout 0–200%; RSUs time-vest over 3 years; SARs time-vest over 3 years with 10-year term; VIP tied to Liberty Growth portfolio valuation over 3 years .
Governance Features
- Clawback policy mandates recoupment of erroneously awarded incentive compensation upon any restatement, regardless of misconduct .
- Change-in-control features generally require “double trigger” for CEO; for EVPs benefits under plans include vesting upon qualifying termination post-CIC as outlined; PSUs vest at target if awards are not continued or assumed .
- Compensation committee engages independent consultants and does not target a specific percentile; PSUs added based on shareholder feedback; no excise tax gross-ups .
Risk Indicators & Red Flags
- No pledging by NEOs as of 12/31/2024; hedging requires pre-clear, short sales prohibited .
- No excise tax gross-ups; double-trigger standard; multi-year vesting creates retention .
- Related party or legal proceeding red flags not indicated for Rodriguez in 2024 proxy sections reviewed; Aircraft personal use immaterial ($66) .
Equity Ownership & Alignment
- Significant equity-based pay and SHIP election (100% of 2024 bonus in shares) increases alignment and potential periodic share issuance; premium RSUs require holding underlying SHIP shares through vest, reinforcing retention .
- Ownership guidelines: EVPs required to hold 4x salary (policy adjusted post-spin), with all subject executives in compliance at filing; adjusted EVP ratio 2.32x .
Compensation Peer Group (Benchmarking)
- Compensation committee uses U.S., U.K., and continental European comparators due to multinational footprint; The Croner Company engaged in 2024 to update peer group; no fixed percentile target .
Say-on-Pay & Shareholder Feedback
- 2023 AGM advisory vote approved NEO compensation; program refined with PSUs and equity-heavy mix based on investor feedback .
Expertise & Qualifications
- Deep technology leadership across video, broadband, cloud, cybersecurity, AI initiatives; objectives in 2024 included outsourcing tech services, fixed network strategy, 5G deployment, cybersecurity posture, and acceleration of AI initiatives, with over-performance assessed by the compensation committee .
Investment Implications
- Alignment: Heavy equity mix (PSUs/RSUs/SARs/VIP) and SHIP share election link pay to TSR, share price appreciation, and Liberty Growth portfolio outcomes; premium RSUs with hold requirements strengthen retention and reduce immediate liquidity of awards .
- Selling Pressure: 2024 bonus paid entirely in shares and ongoing vesting schedules (May 1 annual installments through 2027) create predictable equity issuance cadence; however, Form 4 sale data is not disclosed here, and NEO pledges are absent as of 12/31/2024, mitigating forced-sale risk .
- Retention & Severance Economics: EVP severance at 1× salary plus prorated bonus and up to one year of benefits (no tax gross-ups) is moderate; CIC plan vesting upon qualifying termination supports executive continuity without excessive parachute structures .
- Performance Link: 2024 company results met near-target aggregate bonus payout with outperformance on EBITDA metric; multi-year TSR-based PSUs further align outcomes over 2024–2027 .