Charles Bracken
Liberty Latin AmericaAbout Charles H.R. Bracken
Independent director of Liberty Latin America (LILA) since December 2017; age 58; currently Executive Vice President and Chief Financial Officer of Liberty Global (since January 2017; EVP since 2012). Prior roles include CFO for Liberty Global’s Europe operations (1999–2004) and investment banking/finance roles at Goldman Sachs, JP Morgan, and the European Bank for Reconstruction and Development. He also serves as a director of Telenet Group Holding NV (since July 2005). Education: University of Cambridge (external profile).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Global | EVP (2012–present), CFO (2017–present) | 2012–present | Oversees group finance/treasury, capital allocation, finance ops, and business plan oversight |
| Liberty Global (Europe) | CFO, Europe operations | 1999–2004 | Finance leadership across European operations |
| Goldman Sachs; JP Morgan; EBRD | Various finance/investment roles | Pre-1999 | Investment banking and development finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Telenet Group Holding NV | Director | Since July 2005 | Current outside public company directorship |
| Liberty Global | EVP & CFO | Ongoing | Executive officer role (not an LILA committee role) |
Board Governance
- Independence: Identified among current independent directors (meets Nasdaq/SEC independence criteria) .
- Committees: None currently listed for Bracken (no audit, compensation, nominating, executive committee assignments) .
- Attendance: In 2024, each director attended at least 75% of board/committee meetings; 9/10 directors attended the 2024 AGM .
- Executive sessions of independent directors: 2 during 2024 .
- Board class/term: Class I; term expires at the 2027 AGM .
- Age: 58 .
Fixed Compensation (Director)
Policy framework (non-employee directors):
- Cash retainer: $100,000 annually; committee chair fee $20,000 (audit/compensation), member fee $10,000 (audit/compensation); no fees for nominating/governance; fees payable quarterly and may be taken in LILA/LILAK shares .
- Equity: Annual RSU grant (LILA + LILAK in 1:2 ratio), combined grant-date fair value $150,000; vests in full on March 15 of the following year .
- Perquisites: Directors may use company aircraft for personal flights, subject to policy; no charge to non-employee directors for personal flights .
2024 actual for Charles H.R. Bracken:
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees (retainer/committees) | $100,000 | No committee chair/member fees disclosed for him in 2024 |
| Stock awards – LILA RSUs | $48,504 | Part of annual director equity grant |
| Stock awards – LILAK RSUs | $97,953 | Part of annual director equity grant |
| Option/SAR-related (incremental expense) | $77,413 | Incremental share-based expense from SAR term extensions recognized in 2024 per ASC 718 |
| Total | $323,870 | Sum of items above |
Note: The company extended the expiration date of certain SARs granted in 2018–2020 to 10 years in Oct-2024 (no repricing). Incremental expense is reflected for applicable holders (including certain directors). Governance watch item, not a repricing.
Performance Compensation
Directors do not have performance-linked pay. Annual equity is time-based RSUs that vest the following March 15; Bracken’s 2024 RSUs were split across LILA/LILAK as above. No director performance metrics apply (e.g., OFCF/TSR targets are for executives, not directors).
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| Telenet Group Holding NV | Director (since 2005) | External board; LILA disclosure lists this as “Other Position” |
| Liberty Global | EVP & CFO | He is an executive of Liberty Global; LILA split-off occurred in 2017. LILA deems him independent under Nasdaq standards |
No related-party transactions were disclosed involving Bracken or entities he controls in the 2025 proxy; the only related person transaction disclosed pertains to a consultant who is the spouse of a former executive (not related to Bracken).
Expertise & Qualifications
- Core skills: Finance and treasury operations, capital strategies, complex business plans for a global telecom operator; contributes to consideration of strategic, operational, and financial challenges/opportunities .
- Education: University of Cambridge (external profile) .
- Regional/industry experience: Extensive telecom/media finance across Europe and international markets .
Equity Ownership
Beneficial ownership (as of Feb 28, 2025):
| Class | Shares Beneficially Owned | Notes |
|---|---|---|
| LILA (Class A) | 36,229 | Includes 7,874 RSUs scheduled to settle within 60 days of Feb 28, 2025 |
| LILAK (Class C) | 83,216 | Includes 15,748 RSUs scheduled to settle within 60 days of Feb 28, 2025 |
| Through Charlouise Ltd. (controlled by Bracken) | 28,355 LILA; 67,468 LILAK | Indirect holdings via Charlouise Ltd. |
| Director option/SAR holdings (Dec 31, 2024) | 23,708 LILA options; 47,416 LILAK options | Outstanding historical awards; see director award table |
- Pledging/hedging: No pledging disclosed for Bracken; insider trading policy requires pre-clearance and prohibits short sales; hedging/monetization transactions require pre-clearance (no blanket prohibition) .
Governance Assessment
- Board effectiveness: Bracken brings deep CFO-level capital allocation and treasury expertise; however, he currently holds no committee assignments, limiting committee-level influence (audit/compensation/NCG) .
- Independence and engagement: Classified as independent; board-level attendance thresholds met; independent directors held two executive sessions in 2024—supportive of oversight culture .
- Alignment: Annual director RSUs ($150k target overall for directors) and personal holdings (including indirect holdings via Charlouise Ltd.) support alignment; no pledging disclosed for him .
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for Bracken; note his executive role at Liberty Global and historical ecosystem ties (e.g., Telenet). LILA explicitly lists him as independent under Nasdaq rules .
- Compensation/perquisites: Standard director pay design; personal aircraft use allowed under policy for non-employee directors (shareholder-sensitive perk) .
- Shareholder sentiment: 2024 say-on-pay support was ~93%; frequency set to every three years—indicates constructive investor engagement on compensation governance (context for overall governance climate) .
RED FLAGS / WATCH ITEMS
- SAR term extensions in Oct-2024 (to 10-year life) are not repricing but do create incremental expense; ensure future equity governance aligns with best practices and maintains strong shareholder alignment .
- Aircraft personal use for directors can be viewed skeptically by some investors; policy transparency helps, but continued monitoring advisable .
Director Compensation (Structure and Bracken’s FY2024 Detail)
| Pay Element | Policy | Charles Bracken FY2024 |
|---|---|---|
| Cash retainer | $100,000; quarterly; can elect shares | $100,000 |
| Committee fees | Chair (Audit/Comp): $20,000; Member: $10,000; none for NCG | $0 (no committee roles) |
| Equity | Annual RSUs (LILA/LILAK 1:2), $150,000 total; vests next Mar 15 | $48,504 (LILA RSUs); $97,953 (LILAK RSUs) |
| Options/SARs | No new director options in 2024; incremental expense from SAR extensions may apply | $77,413 option/SAR-related incremental expense |
| Total | — | $323,870 |
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay approval: ~93% at 2024 AGM; no material program changes made as a result .
- Say-on-pay frequency: Shareholders elected every three years; the board adopted triannual frequency .
Related-Party Transactions (Director-Specific)
- No Item 404 related-party transactions disclosed for Charles H.R. Bracken. The only disclosed related-person transaction involved a consultant who is the spouse of a former chief customer officer (not related to Bracken) .
Work History & Career Trajectory (Highlights)
- Liberty Global: EVP (2012–present), CFO (2017–present); previously CFO, Europe operations (1999–2004) .
- Prior employers: Goldman Sachs; JP Morgan; European Bank for Reconstruction and Development .
- Public company board: Telenet Group Holding NV (since 2005) .
Equity Ownership (Detail Table)
| Metric | LILA | LILAK |
|---|---|---|
| Beneficial ownership (shares) | 36,229 | 83,216 |
| Included RSUs expected to settle within 60 days (of Feb 28, 2025) | 7,874 | 15,748 |
| Indirect via Charlouise Ltd. | 28,355 | 67,468 |
| Director options/SARs outstanding (12/31/2024) | 23,708 | 47,416 |
Summary Implications for Investors
- Strong finance pedigree and long-standing Liberty ecosystem experience support board oversight of capital allocation and strategic finance at LILA; independence status affirmed despite external executive role .
- Alignment via equity and personal holdings is adequate; no pledging disclosed. Watch for ongoing clarity on director aircraft usage and legacy SAR extensions’ optics, though these are not repricings .
- Company’s broader governance environment shows positive investor support (93% say-on-pay), which underpins confidence in compensation oversight and board practices overall .