Paul A. Gould
Liberty GlobalAbout Paul A. Gould
Independent director of Liberty Global Ltd. (LBTYA), age 79, serving since June 2005. Managing Director at Allen & Company LLC with 40+ years in investment banking; established Allen Investment Management in 1975. Serves as presiding independent director for executive sessions via his role as Audit Committee Chair, and has been determined independent under Nasdaq rules; qualifies as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allen & Company LLC | Managing Director | “over eight years” in role; joined firm in 1972 | Senior M&A advisor to Fortune 500 media/entertainment; accounting/finance/capital markets expertise |
| Allen Investment Management | Founder (established) | Established in 1975 | Manages capital for endowments, pension funds, family offices |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | Director | Sep 2008 | Public company directorship |
| Liberty Latin America Ltd. | Director | Dec 2017 | Public company directorship |
| Radius Global Infrastructure | Director | Feb 2020 | Other position |
| International Monetary Fund | Advisory Committee | — | Other position |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair; qualifies as “audit committee financial expert” under SEC rules
- Compensation Committee: Member
- Nominating & Corporate Governance Committee: Member
- Succession Planning Committee: Member
- Independence status: Board determined Gould is independent (Nasdaq criteria) .
- Attendance and engagement:
- 2024: Board held 6 meetings; each director attended ≥75% of board and committee meetings during their service period; independent directors held two executive sessions; presiding director for executive sessions is Gould (Audit Chair) .
- 2024 committee meetings: Audit (6), Compensation (12), Nominating (1), People Planet Progress (5), Succession Planning (1) .
Fixed Compensation
- Director fee schedule (2024): Annual retainer $150,000; chair fees—Audit ($55,000), Compensation ($30,000), Nominating ($15,000), People Planet Progress ($15,000); directors may elect share payment and may defer; U.S. directors can defer fees at 9% interest under the Director Deferred Compensation Plan .
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash Fees (retainer + chair) | 205,000 | Retainer $150,000 + Audit Chair $55,000 |
| Option Awards (Class A) | 56,788 | Grant date fair value (May 21, 2024) |
| Option Awards (Class C) | 58,198 | Grant date fair value (May 21, 2024) |
| Stock Awards (Class A RSUs) | 56,694 | Grant date fair value (May 21, 2024) |
| Stock Awards (Class C RSUs) | 58,328 | Grant date fair value (May 21, 2024) |
| Deferred Comp Interest (above‑market) | 32,121 | Fees deferred accrue at 9% |
| All Other Compensation | 2,195 | Includes charitable donation by company |
| Total Reported Compensation | 469,324 | Sum of above |
- Deferral elections: Gould deferred $174,250 of fees in 2024; credited at 9% compounded daily under the Director Deferred Compensation Plan .
Performance Compensation
- Director equity program (2024): Non‑executive directors received $230,000 grant date fair value at election—either all options (Class A and C) or a mix of options and RSUs; options vest over three successive AGMs; RSUs vest at the next AGM after grant; 10‑year term on options .
| Award Type | Class | Grant Date | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Options | Class A | May 21, 2024 | 56,788 | Vest in 3 installments at successive AGMs |
| Options | Class C | May 21, 2024 | 58,198 | Vest in 3 installments at successive AGMs |
| RSUs | Class A | May 21, 2024 | 56,694 | Vest at next AGM after grant |
| RSUs | Class C | May 21, 2024 | 58,328 | Vest at next AGM after grant |
Other Directorships & Interlocks
| Company | Relationship to LBTYA | Governance Note |
|---|---|---|
| Warner Bros. Discovery, Inc. | LBTYA acquired additional Formula E shares from WBD and other minorities in 2024; two LBTYA directors who sit on WBD’s board recused from the approval (Gould is a WBD director) | Independent director recusal mitigated conflict; transaction oversight via board processes |
| Liberty Latin America Ltd. | Shared board membership | No related party transaction disclosed beyond routine affiliations; independence re‑affirmed by LBTYA board |
Expertise & Qualifications
- Audit/finance: Audit Committee Chair and SEC “financial expert” designation; deep capital markets and M&A advisory experience .
- Industry: Decades advising media/telecom companies; board roles across telecom and media peers provide information flow and benchmarking .
- Governance: Presides over independent executive sessions as Audit Chair; independence affirmed under Nasdaq rules .
Equity Ownership
| Class | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Class A | 321,568 | <1% | Includes RSUs/SARs as applicable per footnotes |
| Class B | 51,429 | <1% | — |
| Class C | 676,417 | <1% | — |
| Outstanding Awards as of Dec 31, 2024 | Class A (#) | Class C (#) |
|---|---|---|
| Options | 106,582 | 195,903 |
| RSUs | 3,333 | 3,333 |
- Pledging/hedging: Company permits pledging under specific conditions; pledge disclosures list Wargo but do not list Gould—no Gould pledges identified in ownership tables .
Governance Assessment
- Board effectiveness: Gould’s leadership as Audit Chair and presiding independent director supports robust oversight of financial reporting, internal controls, and cybersecurity; audit committee met six times in 2024 and includes multiple financial experts .
- Independence and attendance: Independence affirmed; directors met ≥75% attendance; Gould’s chairing of executive sessions enhances independent oversight .
- Compensation alignment: Director pay mix balanced between cash retainer and equity; Gould elected mixed options/RSUs with standard time‑based vesting; no meeting fees; annual retainer and chair fee align with U.S. practice .
- Potential conflicts: Interlock with WBD noted in a transaction (Formula E stake purchase); recusal documented—mitigates conflict risk; continued monitoring advisable for related-party exposures through audit committee review .
- Signals/Red Flags:
- Above‑market interest (9%) on deferred director fees could draw investor scrutiny on director benefit design; Gould deferred $174,250 and accrued $32,121 interest in 2024 .
- Multi‑board commitments (WBD, LILAK, Radius) raise typical bandwidth considerations but are common among experienced directors; board independence reaffirmed .
- No pledging disclosed for Gould; no delinquent Section 16 filings indicated for him in 2024 .
Overall, Gould brings strong audit oversight and capital markets expertise, with documented independence and engagement; the WBD interlock was handled via recusals, though continued monitoring of related-party transactions remains prudent .