Miranda Curtis
Liberty GlobalAbout Miranda Curtis
Miranda Curtis CMG is an independent director of Liberty Global (LBTYA) and has served on the board since June 2010. She is 69 years old, with more than 30 years of international media and telecommunications experience including senior executive roles at Liberty Media International and Liberty Global Japan, where she negotiated and oversaw the J:COM and Jupiter TV joint ventures in Japan; she was appointed a Companion of the Order of St Michael and St George (CMG) in the UK’s 2020 Birthday Honours for service to gender equality .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media International Inc. (predecessor to LGI) | President | Prior to 2010 | Led international cable and programming investments; negotiated JV with Sumitomo to form J:COM and Jupiter TV |
| Liberty Global Japan | President | Prior to 2010 | Oversaw cable/content ventures in Japan; retired from officer roles in early 2010 after sale of Japan assets |
| BBC (international distribution) | Executive in programming distribution | Earlier career | Built foundational experience in international media distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Latin America Ltd. | Director | Since Dec 2017 | Current public company directorship (separate listed entity) |
| Sunrise Communications Group AG | Director | Nov 2020 – Apr 2021 | Public-director role at subsidiary of Liberty Global during period |
| Institute for Government (UK) | Trustee & Governor | Ongoing | Non-profit governance role |
| Garsington Opera | Chair | Ongoing | Non-profit leadership |
Board Governance
- Independence: The board determined Miranda Curtis meets Nasdaq and SEC independence standards; she is classified as a Class I director with term expiring at the 2026 AGM .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Chair of People Planet Progress Committee .
- Attendance & engagement: In 2024, the board met 6 times; each director attended at least 75% of board and applicable committee meetings; independent directors held two executive sessions; only CEO Michael T. Fries attended the 2024 AGM in person .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 9 | 6 |
| Independent director executive sessions | 4 | 2 |
| Committee meetings – Audit | 8 | 6 |
| Committee meetings – Compensation | 8 | 12 |
| Committee meetings – Nominating & Corporate Governance | 4 | 1 |
| Committee meetings – People Planet Progress | 6 | 5 |
| Committee meetings – Succession Planning | 1 | 1 |
- Audit oversight: Listed as a signatory on the Audit Committee Report recommending inclusion of audited financials in the 10-K for 2024 and 2023, evidencing active audit oversight engagement .
Fixed Compensation
| Metric ($) | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer/fees | 145,000 | 165,000 |
| Option awards – Class A (grant-date FV) | 107,669 | 113,570 |
| Option awards – Class C (grant-date FV) | 233,186 | 116,390 |
| Stock awards (RSUs/DSUs) | — | — |
| All other compensation | 2,500 | 2,723 |
| Total | 488,355 | 397,683 |
Notes:
- 2024 director option grants (non-employee directors) were made May 21, 2024; options vest annually over a three-year service period, beginning at the 2025 AGM and at each subsequent AGM; Mr. Malone’s options (Mar 25, 2024) vest on a similar three-year schedule .
Performance Compensation
| Award Type | 2024 Grant Date | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Director stock options – Class A and Class C | May 21, 2024 | Annual time vesting over 3 years, starting at 2025 AGM, then each AGM thereafter | None disclosed for director equity (time-based vesting only) |
No target bonus, PSU metrics, or TSR-based conditions are disclosed for non-employee directors; 2024 equity is time-vested options rather than performance-conditioned awards .
Other Directorships & Interlocks
| Company | Role | Interlock/Relatedness | Tenure |
|---|---|---|---|
| Liberty Latin America Ltd. | Director | Separate listed entity; historical ties to Liberty Global group | Since Dec 2017 |
| Sunrise Communications Group AG | Director | Subsidiary of Liberty Global at the time; internal group interlock | Nov 2020 – Apr 2021 |
Potential conflict safeguards:
- Related party/Conflict policy requires disclosure, recusals, and approval by an independent committee; Item 404 transactions cannot be effected without independent committee approval; bye-laws also require independent committee formation for Covered Transactions with Controlled Acquirors .
Expertise & Qualifications
- International cable/content operator with deep M&A/JV execution: Led formation and management of J:COM and Jupiter TV in Japan, plus content ventures across Europe/Asia .
- Recognitions: Companion of the Order of St Michael and St George (CMG), UK 2020 Birthday Honours, for service to gender equality .
- Governance breadth: Serves/served on public boards (Liberty Latin America; Sunrise), and holds UK non-profit governance roles (Institute for Government; Garsington Opera Chair) .
- Committee leadership: Chair of People Planet Progress – indicates ESG/CSR oversight competency; Audit committee membership adds financial reporting oversight .
Equity Ownership
| As-of Date | Class A Beneficial Ownership (shares) | Class C Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|---|
| March 27, 2025 | 140,426 | 392,165 | <1% each class | Includes securities exercisable/vestable within 60 days per footnotes |
Outstanding awards (directors, as of Dec 31):
| Metric | 2023 | 2024 |
|---|---|---|
| Options – Class A (#) | 70,307 | 142,464 |
| Options – Class C (#) | 140,498 | 251,839 |
| RSUs (#) | — | — |
Exercisable within 60 days (footnote detail):
| Instrument | Class A (#) | Class C (#) |
|---|---|---|
| SARs/Options (exercisable ≤60 days) | 116,327 | 220,260 |
Policies affecting alignment:
- Insider Trading Policy requires pre-clearance of transactions; short sales prohibited; directors are subject to a share ownership policy (generally exceeded) .
- Pledging: Company does not have a blanket prohibition on pledging; NEOs had no pledges outstanding as of Dec 31, 2023; director pledge statuses are not individually disclosed, implying a monitoring need for collateralization risk .
Governance Assessment
- Strengths: Independent director with long-tenured sector expertise; active audit oversight (signatory); multi-committee membership including ESG leadership; consistent attendance ≥75%; subject to formal conflict-resolution mechanisms via independent committees, reducing related-party risk .
- Pay/Alignment: Director compensation mix includes material option awards that align value to share price; equity is time-based (no explicit performance hurdles), which is standard for directors but provides weaker pay-for-performance linkage than PSUs; ownership levels are meaningful but below 1% and consistent with director norms .
- RED FLAGS to monitor: Company permits pledging (no blanket prohibition); while NEOs had no pledges at YE 2023, director-specific pledges are not disclosed—monitor Forms 4/13D changes for any collateralization of LBTYA shares .
- Engagement signal: Audit committee report sign-off across successive years supports board effectiveness in financial oversight; ESG chair role indicates sustained focus on non-financial performance areas relevant to investor confidence .