John C. Malone

About John C. Malone

John C. Malone (age 84) is Chairman of the Board of Liberty Global Ltd. (LBTYA), serving as a director since June 2005 and Chairman since 2013. He is a veteran cable and media executive, best known for leading TeleCommunications Inc. (TCI) as CEO for over 25 years until its 1999 sale to AT&T, and is widely regarded as a preeminent figure in the telecommunications and media industries . He served as Interim CEO of Liberty Media Corporation from November 2024 to February 2025 .

Past Roles

External Roles

Board Governance

• Current role: Non-executive Chairman; not classified as an independent director under NASDAQ and SEC criteria (independents: Cole, Curtis, Drew, Gould, Green, Romrell, Sanchez, Wargo, Werner) .
• Committee assignments: Member of the Executive Committee (with CEO Mike Fries); that committee exercises Board powers between meetings on financings, investments, M&A, etc.; both members are not independent .
• 2024 attendance: The Board met six times; each director attended at least 75% of Board and committee meetings for which they served .
• Board leadership: CEO and Chairman roles are separated (Fries as CEO; Malone as Chair) .
• Executive sessions of independent directors: at least twice a year, presided by Audit Committee chair (Paul A. Gould) .

Fixed Compensation (Director)

Notes:

• Non-employee director standard fees are $150,000 annual retainer and chair fees (Audit $55,000; Compensation $30,000; Nominating & Corporate Governance $15,000; People Planet Progress $15,000), but Malone’s arrangement is options + expense reimbursement in lieu of cash .
• Directors can elect share-based payment of fees and defer retainers/RSUs at 9% interest under the Director Deferred Compensation Plan; this is available generally, not specifically used by Malone in 2024 .

Performance Compensation (Director)

• Equity structure: Annual option awards (Class A and/or Class C); for 2024, independent directors received equity valued at $230,000; Malone receives a larger Chair-specific annual option grant equivalent to $2.3 million, subject to Compensation Committee approval each year .
• Performance metrics: Director equity awards are time-based (no performance metrics disclosed for directors); RSUs for directors vest on the next AGM; options vest over three AGMs (Malone’s options vest on grant anniversaries) .

Other Directorships & Interlocks

• Current interlocks:
  • Warner Bros. Discovery, Inc. (WBD): Liberty Global acquired additional Formula E stake from WBD and other holders; the two Liberty Global directors on WBD recused from Board approvals (mitigation of conflict) .
• Family relationship on Board: Director Daniel E. Sanchez is Malone’s nephew (potential related-party sensitivity) .

Expertise & Qualifications

• Deep industry expertise in cable, broadband, media, and telecom from TCI leadership; strategic M&A experience across $200B+ historical transactions (as described in company materials) .

Equity Ownership

Additional holdings detail:

• As of Dec 31, 2024, outstanding director awards for Malone: Options – Class A 153,807; Class C 3,408,299; RSUs none (director awards table) .
• Multi-class voting: Changes to class rights (e.g., voting structure) require majority approval by Class B shareholders; Class C is non-voting except where required by law (governance entrenchment risk) .

Related-Party & Conflict Considerations

• Letter agreement (Feb 13, 2014): Between Malone (and the Malone Trust) and CEO Michael T. Fries—if the Malone Trust is not voting its Class B shares, Fries has the right to vote them; Fries also has exclusive negotiation and matching rights if the Trust sells Class B shares. This embeds a governance linkage between the Chair’s voting block and the CEO’s voting influence .
• Expense reimbursements: Independent directors authorized reimbursement of Malone’s personal expenses relating to ownership of Liberty Global shares and Chair service up to $750,000 per year (optics consideration) .
• Policy on hedging/pledging: No blanket prohibition on pledging company securities; hedging requires pre-clearance. The company notes senior insiders often exceed ownership guidelines and argues pledging can facilitate deeper ownership (potential risk factor) .
• Formula E transaction: Directors with WBD roles (two) recused from approvals, indicating conflict controls in practice .
• Family tie on Board: Sanchez (nephew of Malone) sits on Board (potential independence optics issue) .

Committee Assignments (Current)

Independence, Attendance & Engagement

• Independence: Not independent under NASDAQ/SEC criteria (nine named independent directors exclude Malone) .
• Attendance: ≥75% of 2024 Board and committee meetings on which he served (Board-wide standard met) .
• Executive sessions: Independent directors met twice in 2024; presiding director is Audit Chair Paul A. Gould .

Governance Assessment

• Strengths/signals supportive of investor confidence:
  • Long-tenured industry strategist with deep transaction and operating experience guiding portfolio strategy .
  • Clear Board leadership separation (Chair vs CEO), with a fully independent set of standing committees (Audit, Compensation, Nominating & Corporate Governance, PPP, Succession) .
  • Conflict protocols in place (recusals on related transactions; independent committee review requirements) .
• Risk indicators and potential red flags:
  • Concentrated voting control (30.4% aggregate voting power) via multi-class structure; limits on changing class rights heighten entrenchment risk .
  • Governance linkage between Malone Trust’s Class B block and the CEO through the 2014 letter agreement (voting and sale rights), potentially consolidating influence among Chair/CEO .
  • Significant Chair-specific option grants ($2.3M grant-date value) and large expense reimbursements ($750k) may raise pay/governance optics relative to typical non-executive chair arrangements .
  • Family relationship on Board (nephew as director) can raise independence concerns despite disclosure and broader independent majority .
  • Company allows pledging (with pre-clearance), which can be a governance risk if used extensively by insiders (no specific Malone pledges disclosed) .

Forthcoming Transition (Governance Signal)

• On Oct 29, 2025, Liberty Global announced Malone will step down from the Board effective Jan 1, 2026, transitioning to Chairman Emeritus; CEO Mike Fries will assume Chairman role. Malone will continue to provide counsel and may attend meetings but without voting rights (continuity with reduced formal control) .

Appendix: Director Equity & Compensation Detail (Selected)

Note: Multi-class voting structure—Class A: 1 vote/share; Class B: 10 votes/share; Class C: non-voting except as required—cannot be altered without Class B majority due to class rights protections .