J David Wargo
Liberty GlobalAbout J David Wargo
J David Wargo (age 71) has served as an independent director of Liberty Global Ltd. since June 2005. He is the founder and president of Wargo & Company, Inc. (est. 1993), with over 40 years of experience in investment research, analysis and capital markets, and brings deep finance and board oversight expertise to Liberty Global’s audit and ESG committees . The board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wargo & Company, Inc. | Founder & President | 1993–present | Communications-focused investing; finance and capital markets expertise utilized in board deliberations |
| Peters Creek Entertainment LLC | Co-founding member | 2000–2008 | Investment/entertainment ventures experience |
| Asia Vision LLC | Co-founding member | 2000–2008 | International investing exposure |
| New Mountain Capital, LLC | Co-founding member | 2000–2008 | Private equity perspective for capital allocation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Liberty TripAdvisor Holdings, Inc. | Director | Since Aug 2014 | Current public company directorship |
| Liberty Broadband Corporation | Director | Since Mar 2015 | Current public company directorship |
| Vobile Holdings Ltd. | Director | Since Jan 2018 | Current public company directorship |
| Strategic Education, Inc. | Director | Mar 2001–Apr 2019 | Former public company directorship |
| Discovery, Inc. | Director | Sep 2008–Apr 2022 | Former public company directorship |
Board Governance
- Committee assignments: Audit Committee member; People Planet Progress (ESG) Committee member .
- Independence: Board determined Wargo is independent .
- Attendance: In 2024, all directors attended at least 75% of board and applicable committee meetings; independent directors held two executive sessions; only the CEO attended the 2024 AGM in person .
- Committee activity: 2024 meetings—Audit (6), Compensation (12), Nominating & Corporate Governance (1), People Planet Progress (5), Succession Planning (1) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $150,000 | Standard for non-employee directors (excl. Malone/Fries) |
| Committee chair fees | $0 | Not a chair (audit chair $55k; comp $30k; nom/gov $15k; ESG $15k) |
| Fees deferred | $127,500 | Deferred under Director Deferred Compensation Plan at 9% interest, compounded daily |
| Change in deferred comp value | $13,935 | Above-market deferred comp interest recognized for 2024 |
| Other compensation | $3,071 | Includes charitable donation in director’s name and taxable aircraft usage ($1,170) |
Total 2024 director compensation reported: $396,966 .
Performance Compensation
| Grant Type | Class | Grant Date FV ($) | Vesting | Structure/Metric |
|---|---|---|---|---|
| Options | Class A | $113,570 | 3 annual installments beginning first AGM after grant | Director annual equity awards total $230k; options 10-year term |
| Options | Class C | $116,390 | 3 annual installments beginning first AGM after grant | Director annual equity awards total $230k; options 10-year term |
| RSUs | — | $0 | — | Wargo elected options; RSU alternative available to directors |
Director equity program design: Continuing non-executive directors receive $230,000 grant date fair value annually, elected as options-only or half options/half RSUs; RSUs vest at next AGM; options vest over three AGMs and have 10-year term .
Other Directorships & Interlocks
- Current external boards: Liberty TripAdvisor Holdings, Liberty Broadband Corporation, Vobile Holdings .
- Potential interlocks: Liberty TripAdvisor and Liberty Broadband are part of the broader Liberty ecosystem (information flow benefits; oversight handled via related-party governance) .
- Conflict management: Audit committee must pre-approve related-party transactions; independent committees address any director conflicts per governance guidelines and bye-laws .
Expertise & Qualifications
- Finance and capital markets: 40+ years in investment analysis/management; founder of communications-focused investment firm .
- Public company governance: Extensive board experience across multiple issuers .
- ESG oversight: Member of People Planet Progress Committee reviewing material ESG strategies and risks .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Voting Power | Components/Notes |
|---|---|---|---|---|
| Class A | 180,361 | <1% | — | Includes 116,327 exercisable options/SARs within 60 days; 62,341 shares pledged to Merrill Lynch |
| Class B | — | — | — | No Class B holdings reported |
| Class C | 380,448 | <1% | — | Includes 220,260 exercisable options/SARs within 60 days; 155,230 shares pledged to Merrill Lynch; 32 shares held by spouse (disclaimed) |
As of March 27, 2025, Wargo’s pledged shares: 62,341 Class A and 155,230 Class C as collateral for lines of credit/margin accounts (RED FLAG) . Outstanding director equity awards as of December 31, 2024: 142,464 Class A options; 251,839 Class C options; 0 RSUs .
Governance Assessment
- Strengths:
- Independent director with strong finance/investing background; active on Audit and ESG committees, supporting oversight of financial reporting, internal controls, and sustainability .
- Meets attendance expectations; participates in executive sessions of independent directors .
- Uses director deferred compensation with clear, disclosed terms (9% interest), aligning compensation timing with long-term service .
- Risks/Red Flags:
- Shares pledged as collateral (62,341 Class A; 155,230 Class C), which can pose forced-sale risk in adverse markets and is generally investor-unfriendly (policy does not prohibit pledging; requires pre-clearance) .
- Use of company aircraft for personal travel (minimal reported taxable amount of $1,170), permissible under policy but optics-sensitive .
- Compensation Mix & Alignment:
- 2024 director pay: $150k cash retainer plus $230k equity (options). Wargo elected options-only, emphasizing at-risk, performance-linked exposure to share price appreciation .
Overall, Wargo’s deep finance experience and audit committee role support board effectiveness; however, pledged share collateral is a notable governance red flag that can affect investor confidence during volatility .
Appendix: Committee Structure and Controls
- Audit Committee responsibilities include auditor oversight, quarterly reviews, internal controls, cybersecurity risk updates, ethics allegations treatment, and related-party transaction pre-approval; membership includes chair Paul A. Gould, with Wargo as a member .
- People Planet Progress Committee oversees material ESG strategies, objectives, contributions, and risks .
Compliance & Shareholder Feedback
- Director Independence affirmed for Wargo and majority of board .
- Say-on-pay: 2023 advisory vote approved executive compensation; committee added PSUs tied to relative TSR, reflecting responsiveness to investor feedback (context for overall compensation governance) .