Michael T. Fries
Liberty GlobalAbout Michael T. Fries
Michael T. Fries, 62, is Liberty Global’s Chief Executive Officer (since 2005) and Vice Chairman of the Board (director since June 2005). He relocated to London in 2023 to lead European operations and maintains extensive industry leadership roles across telecom, media, and technology . Recent performance highlights under his leadership include: a roughly $3 billion spin-off of Sunrise (≈$9 per LBTY share distribution), repurchasing 10% of shares outstanding in 2024, acquiring control of Formula E, and disposing of ≈$900 million of non-core assets; the company ended 2024 with ≈$2.2 billion of cash and liquid securities . Pay-versus-performance shows 2024 TSR of $105.89/$107.47/$109.05 on an initial $100 investment (Class A/B/C) versus Peer Group $122.59; Net Income of $1,646 million and proportionate Adjusted EBITDA less P&E Additions for Compensation Purposes of $2,342 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Global (and predecessor) | Chief Executive Officer; founder of predecessor | 2005–present (founder >30 years) | Oversaw growth into a global broadband/mobile/video leader and >$200B in historical transactions . |
| Liberty Global | Vice Chairman, Board of Directors | 2005–present | Governance and strategic oversight alongside CEO role . |
| Liberty Global | London-based executive leadership | Since 2023 | Proximity to core European markets and operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lions Gate Entertainment Corp. | Director | Since Nov 2015 | Public company directorship . |
| Lionsgate Studios Corp. | Director | Since May 2024 | Public company directorship . |
| Grupo Televisa S.A.B. | Director | Since Apr 2015 | Public company directorship . |
| Liberty Latin America Ltd. | Chairman | Since Dec 2017 | Chairman of public company . |
| Sunrise Communications AG | Chairman | Since Nov 2024 | Chair following Sunrise spin-off . |
| GSMA | Board Member | N/A | Industry governance . |
| CableLabs | ICT Governor | N/A | Industry role . |
| The Paley Center for Media | Trustee & Finance Committee member | N/A | Non-profit leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (new agreement) |
|---|---|---|---|---|
| Base Salary ($) | 2,563,000 | 2,563,000 | 2,563,000 | 3,000,000 |
Performance Compensation
Annual Bonus Structure and Outcomes (2024)
| Metric | Weight | Target | Actual Result | Payout for Metric | Vesting |
|---|---|---|---|---|---|
| Revenue | 35% | 100% of adjusted 2024 budget | 97.9% of adjusted budget | 82.4% | Cash bonus (2024 cycle) |
| Adjusted EBITDA less P&E Additions (for Comp Purposes) | 55% | 100% of adjusted 2024 budget | 101.8% of adjusted budget | 109.2% | Cash bonus (2024 cycle) |
| Customer KPIs | 5% | Set per operating company | Revenue-weighted score | 112.8% | Cash bonus (2024 cycle) |
| People Planet Progress (PPP) | 5% | Six measurable goals | Company achievement | 93.3% | Cash bonus (2024 cycle) |
| Weighted Aggregate Payout | 100% | — | — | 99.2% | — |
- 2024 CEO target bonus: $16,000,000; earned bonus: $15,867,856 (paid fully in cash) .
Long-Term Incentive Plan (LTIP) – 2024 Grants (CEO)
| Component | Vehicle | Target Value ($) | Performance Metric | Vesting/Term |
|---|---|---|---|---|
| RSUs (Class C) | Time-based RSUs | 6,600,000 | N/A | Multi-year time vesting (company standard) |
| PSUs (Class C) | Performance RSUs | 6,600,000 | Relative TSR | Earned PSUs vest Feb 15, 2027 |
| SARs (Class C) | Stock Appreciation Rights | 6,600,000 | Share price | 3 equal installments vest May 1, 2025/26/27; 10-year term |
| VIP (Liberty Growth) | Multi-year portfolio units | 2,200,000 | Portfolio value accretion | 3-year period; vests/pays in 2027 |
- 2021 VIP paid out in 2024 in shares: 59,750 Class A ($1,002,605) and 59,750 Class C ($1,045,625) to CEO .
- Equity award timing/strike-setting practices described; SAR strike at grant closing price; five-day average used for sizing RSUs/PSUs/SARs .
Multi-Year CEO Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 2,563,000 | 2,563,000 | 2,563,000 |
| Stock Awards | 199,144 | 10,786,249 | 18,091,066 |
| Option/SAR Awards | — | 13,522,965 | 7,174,117 |
| Non-Equity Incentive Comp (cash) | 15,254,154 | 15,705,763 | 15,867,856 |
| All Other Compensation | 986,045 | 2,170,423 | 1,997,715 |
| Total | 19,002,343 | 44,748,400 | 45,693,754 |
Notable 2024 perquisites within “All Other Compensation”: personal aircraft use ($1,113,637), company charitable contributions at CEO request ($475,500), and international support under employment agreement ($374,964) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 27, 2025) | Class A: 1,281,413 shares (less than 1% of class); Class B: 2,879,443 (22.2% of Class B); Class C: 3,173,884 (2.0% of class); Aggregate voting power shown as 9.9% . |
| Near-term vesting/exercisability | 309,914 Class C RSUs vest May 1, 2025; 187,332 Class A SARs and 746,447 Class C SARs exercisable within 60 days (based on March 27, 2025 prices) . |
| Ownership Guidelines | CEO requirement: 5× base salary (policy adjusted post spin-off); as of Mar 15, 2025 CEO’s holdings significantly exceeded 5× pre-adjustment; adjusted ratio benchmark for CEO set at 2.90×; executives deemed in compliance . |
| Hedging/Pledging Policy | Hedging transactions require pre-clearance; short sales prohibited; pledging not broadly prohibited; NEOs had no pledges as of Dec 31, 2024 . |
| Special voting rights alignment | Letter agreement with the Malone Trust grants Mr. Fries the right to vote Class B shares held by the trust if the trust is not voting them, and a right of first negotiation/match on potential sales by the trust, while he remains a principal executive officer or director . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Second Amended & Restated Employment Agreement dated April 7, 2025; four-year term . |
| 2025 Pay Targets | Salary $3,000,000; target bonus $13,000,000 (reduced from $16,000,000 prior); target annual equity grant $16,000,000 (reduced from $22,000,000 prior) . |
| Bonus form | CEO may elect to receive bonus in Class A/B/C shares under SHIP, subject to voting power limitations with the Chairman . |
| Aircraft & Expat Benefits | Personal use privileges up to 125 hours/year; continued expatriate support with annual review by Compensation Committee . |
| Severance (without cause / good reason) | 30-month “Severance Period” with monthly payments equal to 1/12 of current/prior-year average salary and 1/12 of average bonus for the prior two years; pro-rata bonus for year of termination (performance-based); continued expatriate benefits up to 12 months; full vesting of non-performance equity (options/SARs extended exercisability to earlier of 4 years or original expiry); continued health coverage options; performance-based equity continues to earn based on actual results . |
| Change-in-Control | Double-trigger required; if terminated without cause/for good reason within 13 months post-CIC, Severance Period extends to 36 months; performance-based awards vest at greater of maximum (capped at 150%) or expected performance accruals . |
| Restrictive Covenants | Non-solicit/non-compete/confidentiality; up to two-year non-compete depending on circumstances . |
| Tax Gross-ups | CEO has voluntarily waived any excise tax gross-up rights . |
| Clawback | Company recoupment policy for erroneously awarded incentive compensation upon restatements (applies irrespective of misconduct) . |
Board Governance
- Structure and roles: Chairman (John C. Malone) and CEO roles separated since 2005; Fries focuses on operations/strategy execution while Malone leads Board oversight . Fries serves as a Class II director (term expiring at 2027 AGM) and is a member of the Board’s Executive Committee with Mr. Malone (neither independent) .
- Committee memberships: Fries is not listed on Audit, Compensation, Nominating & Governance, People Planet Progress, or Succession committees (Executive Committee only) .
- Independence: Board determined a majority of directors to be independent; Fries, as CEO/executive director, is not independent .
- Board activity: Six Board meetings in 2024; each director attended ≥75% of meetings for their service period; only Mr. Fries attended the 2024 AGM in person .
- Director compensation: Employee directors (including Fries) receive no additional pay for Board service; non-employee director retainers and equity outlined separately .
Director Compensation (Policy Context)
- Non-employee directors received $150,000 annual cash retainer in 2024; committee chair fees: Audit $55,000, Compensation $30,000, Nominating & Governance $15,000, People Planet Progress $15,000; annual equity awards typically $230,000 grant-date value (options/RSUs) with standard vesting .
- Employee directors (Fries) receive no additional director compensation .
Compensation Structure Analysis
- Mix and at-risk pay: Majority of CEO total direct compensation is equity-linked and performance-based (PSUs tied to relative TSR; SARs tied to stock price; VIP tied to Liberty Growth portfolio value) .
- FY24 bonus metrics/weights: Heavy emphasis on proportionate Adjusted EBITDA less P&E Additions (55%) with Revenue (35%), plus Customer and PPP (5% each); aggregate payout ≈99.2% of target .
- Program governance: Independent Compensation Committee uses third-party consultant (The Croner Company) and compares U.S./U.K./EU peers; does not target a specific percentile; risk assessment found no material risks in 2024 .
- Ownership alignment: CEO ownership guideline 5× salary (policy adjusted after Sunrise spin-off); executives deemed in compliance; clawback policy in place; double-trigger CIC; no excise tax gross-ups .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay was approved on an advisory basis by a majority of shares present and entitled to vote; Company states responsiveness to investor feedback and added PSUs tied to relative TSR .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging requires pre-clearance; short sales prohibited; pledging allowed (no blanket prohibition) but NEOs had no pledges as of Dec 31, 2024 .
- Perquisites: Meaningful personal aircraft usage (policy historically at 120 hours; 2025 agreement sets 125 hours) ; 2024 personal aircraft cost imputed at $1,113,637 .
- Clawbacks: Policy compliant with Dodd‑Frank for restatements .
- Governance concentration: Executive Committee consists only of CEO and Chairman (non‑independent), centralizing interim decision authority between Board meetings .
Track Record, Value Creation, and Execution
- 2024 strategic execution: Completed Sunrise spin‑off with ≈$9 per share distribution; repurchased 10% of share capital; acquired control of Formula E; sold All3Media for $420 million; ended year with ≈$2.2 billion cash/liquid securities .
- Financing and operations: ≈$3.2 billion of refinancings; no material maturities until 2028; blended swapped cost of debt 3.7%–5.1%; shareholder distributions from U.K./Netherlands JVs; progress on fiber upgrades and network strategies .
- Pay-versus-performance context: 2024 CAP moved with share performance; TSR outcomes slightly lagged peer index in 2024; management emphasizes Adjusted EBITDA less P&E Additions as primary annual bonus driver .
Potential Insider Selling Pressure (Next 12 Months)
- May 1, 2025 vesting: 309,914 Class C RSUs; exercisable SARs within 60 days (as of Mar 27, 2025): 187,332 Class A and 746,447 Class C; these events may create liquidity needs for tax withholdings or exercises .
Compensation Peer Group (Benchmarking)
- Committee uses U.S., U.K., and continental European comparators due to multinational footprint; consultant: The Croner Company; no targeted percentile; benefits may be localized by executive residence .
Investment Implications
- Alignment: CEO compensation is heavily equity-linked (PSUs/SARs/VIP) with core metrics tethered to TSR and proportionate Adjusted EBITDA less P&E Additions, supporting pay-for-performance alignment .
- Overhang/flow: Significant near-term vesting (RSUs) and exercisable SARs could contribute to periodic selling for tax/exercise—watch Form 4s around vest dates .
- Governance: CEO is Vice Chairman and one of two members of the non‑independent Executive Committee with the Chairman, concentrating authority between meetings; however, Chairman/CEO roles are separated, and majority of the Board is independent .
- Retention/CIC cost: Robust severance (30–36 months) and double‑trigger CIC vesting at greater of max (cap 150%) or expected performance strengthens retention but raises potential change‑in‑control costs; no excise tax gross‑up mitigates shareholder concern .
- Capital allocation track record: 2024 capital returns (spin‑off distribution, 10% buyback) and portfolio rotation (Formula E control, All3Media sale) highlight disciplined capital deployment, which, if sustained, can support TSR improvement as incentives pay out .