Christopher Noyes
Liberty Latin AmericaAbout Christopher Noyes
Christopher Noyes, age 54, is Chief Financial Officer (Senior Vice President) of Liberty Latin America (LILA) and has served in this role since December 2017, leading finance, treasury, tax, FP&A, accounting, external reporting, IR, and strategic oversight across operations. Previously CFO of Liberty Global’s Latin America operations (2014–2017), he joined Liberty Global in 2005 after ~10 years in investment banking at Credit Suisse First Boston and DLJ . In 2024, LILA delivered consolidated adjusted OFCF of $897.9 million and reported net loss of $627.3 million; cumulative TSR since 12/31/2019 stood at 34.98 for LILA and 34.63 for LILAK, with OFCF, revenue, and adjusted OIBDA as key pay-linked metrics . Noyes’ 2024 objectives included liquidity and balance sheet improvements, culminating in refinancing $3.3 billion of Cable & Wireless debt in early 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Latin America (split from Liberty Global) | CFO, SVP | Dec 2017–present | Leads finance, treasury, FP&A, accounting, reporting, IR, and company financial strategy |
| Liberty Global (LiLAC Group) | CFO, LatAm operations | Sep 2014–Dec 2017 | Oversaw LatAm finance; set stage for LLA split-off |
| Liberty Global | Managing Director, IR & Business Analysis; VP, IR | 2005–2014 | Investor relations and analysis across Liberty Global |
| Credit Suisse First Boston; Donaldson, Lufkin & Jenrette | Investment Banker | ~10 years (pre-2005) | Corporate finance and capital markets experience |
External Roles
No current public-company directorships or external board roles disclosed for Noyes .
Fixed Compensation
Summary compensation and fixed pay elements:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 666,667 | 675,000 | 703,125 |
| Stock Awards ($) | 1,713,115 | 1,737,419 | 1,464,564 |
| Option/SAR Awards ($) | 1,906,964 | 1,633,237 | 2,308,495 |
| Non-Equity Incentive ($) | 182,500 | 252,500 | 596,000 |
| All Other Comp ($) | 43,824 | 33,330 | 23,611 |
| Total ($) | 4,528,873 | 4,331,487 | 5,095,795 |
- 2024 base salary set at $708,750 (5% increase vs. 2023); 2025 base salary set at $730,013 .
- Target annual cash bonus: $1,000,000 (2022–2025) for officers including CFO .
- Perquisites: 401(k) match $23,000 and term life insurance $611 in 2024 .
Performance Compensation
Annual bonus design, targets, and outcomes (2024):
| Metric | Weighting | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Consolidated Adjusted Revenue | 25% | $4,671m | $4,456m | 12.9% of target bonus |
| Consolidated Adjusted OFCF | 60% | $1,093m | $898m | 40.4% of target bonus |
| Governance: Code of Conduct Training | 3% | ≥90% completion | >90% | 3.0% |
| Governance: Business Process Controls | 6% | MW=0; ≤1 SD | ≤1 SD; MW not zero | 1.5% |
| Governance: GITCs | 6% | No UAR MW in onboarding; no MW in execution markets | 4/target systems no UAR MW; mixed execution results | 2.8% |
| Total % of Target Achieved | — | — | — | 60.6% (LLA-Corp) |
| Committee Discretion | — | — | — | -1% for NEOs |
| CFO Actual Bonus ($) | — | $1,000,000 | — | $596,000 |
Long-term equity (2024 grants; vests 1/3 on Mar 15, 2025/2026/2027; 10-year SAR term; base prices $6.16 LILA, $6.22 LILAK) :
- RSUs: 78,740 LILA; 157,480 LILAK .
- SARs: 149,031 LILA; 298,062 LILAK .
Retention bonus (approved Aug 8, 2025): cash equal to 2.5× 2025 base salary; vests $608,344 each on Oct 15, 2025/2026/2027; accelerated if terminated without cause; forfeited if voluntary resignation before 10/15/2027 .
Clawback: Nasdaq-compliant recoupment policy effective Oct 2, 2023 for erroneously awarded incentive comp following qualifying restatements (past 3 fiscal years); no recoveries disclosed as of proxy date .
Equity Ownership & Alignment
Beneficial ownership and components (as of Feb 28, 2025 unless noted):
| Holding Category | LILA Shares | LILAB Shares | LILAK Shares |
|---|---|---|---|
| Direct/indirect beneficial ownership | 282,353 | 20,000 | 640,893 |
| RSUs scheduled to settle within 60 days of 2/28/2025 | 66,005 | — | 132,010 |
| In-the-money SARs exercisable within 60 days of 2/28/2025 | 4,476 | — | 7,255 |
| 401(k) holdings | — | — | 14,980 |
| IRA holdings | 20,000 | — | 753 |
- Stock ownership guideline: CFO required to hold 4× base salary; compliance required within 4 years of becoming subject; valuation includes shares, 50% of vested 401(k) shares, and 50% of in-the-money vested options/SARs . Compliance status not disclosed.
- Hedging/insider trading: pre-clearance required; short sales prohibited; no specific pledging by Noyes disclosed; pledged positions disclosed for another director only .
Employment Terms
Key CFO employment agreement terms (effective July 24, 2019):
- Term: Indefinite; base salary increases allowed, not decreases .
- Annual bonus: Target $1,000,000 (2022–2025), actual based on qualitative/quantitative goals .
- Equity awards: Annual RSUs/SARs or other forms at committee discretion; 2024 target equity value $2.5M .
- Severance/good reason/disability (non-CIC): Cash severance equal to one times base salary; pro-rated annual bonus based on actual performance; up to 12 months health coverage; RSU/SAR acceleration per plan terms .
- Non-compete/non-solicit/confidentiality: customary; up to one year post-termination depending on circumstances .
- 280G tax treatment: executives waive gross-up; benefits limited to mitigate excise tax impact .
- Illustrative potential payouts (valued at 12/31/2024):
- Termination without cause: $1,543,882 total (Severance/Bonus $1,304,750; RSU accel $207,631; Benefits $31,501) .
- Disability: $3,963,589 total (includes RSU accel $2,561,765; SAR accel $65,574; Benefits $31,501) .
- Death: $3,932,088 total (includes RSU accel $2,561,765; SAR accel $65,574) .
- Retirement: $680,681 RSU-related value; no severance .
Compensation Structure Analysis
- Mix and trend: For 2024, equity (RSUs/SARs) remained the largest component of CFO total compensation; cash bonus reflected company performance outcomes (≈60.6% of target, with -1% committee adjustment) .
- Shift signals: Company extended 2018–2020 SAR terms to 10 years (no strike changes), increasing long-dated option convexity without repricing; incremental share-based comp expense recognized, but not an economic enhancement to strike levels .
- Peer benchmarking: Compensation targets generally at the 75th percentile of peers (e.g., Altice USA, Cable One, DISH/EchoStar, Liberty Global, Millicom, TDS, VEON, WOW, etc.), adjusted for role/responsibilities .
Vesting Schedules and Insider Selling Pressure
- 2024 RSUs and SARs vest one-third on March 15 of 2025, 2026, and 2027; SARs expire in 2034 (10-year term; base prices $6.16 LILA/$6.22 LILAK) .
- SHIP RSUs linked to 2023 share elections vested in full on March 1, 2025, contingent on holding all bonus shares through the period .
- Retention bonus installments of $608,344 each vest October 15, 2025/2026/2027, accelerating on termination without cause (reduces near-term voluntary turnover risk) .
Performance & Track Record
- CFO-led achievements: 2024 focus areas included balance sheet/liquidity and IR; executed refinancing of ~$3.3 billion C&W debt silo (completed early 2025) .
- Company outcomes (2024): Consolidated adjusted OFCF $897.9m; Net income $(627.3)m; LILA/LILAK TSR indices at 34.98/34.63 vs MSCI EM peer 108.78 since 12/31/2019 baseline; financial measures linking pay were OFCF, revenue, and adjusted OIBDA .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~93% of votes cast; no material program changes following vote; say-on-pay frequency set to every 3 years .
Equity Ownership & Alignment
| Aspect | Detail |
|---|---|
| Ownership concentration | CFO’s aggregate beneficial holdings are below 1% of each class; material shareholder alignment relies on ongoing RSU/SAR exposure and ownership policy . |
| Pledging/hedging | No Noyes pledging disclosed; hedging requires pre-clearance; short sales prohibited . |
| Ownership policy | CFO guideline 4× base salary; compliance within 4 years; includes shares, 50% of vested 401k shares, and 50% in-the-money vested options/SARs . |
Risk Indicators & Red Flags
- Incentive mechanics: Heavy OFCF weighting (60%) may encourage capex discipline; governance targets incorporated; committee applied negative discretion for control weaknesses (−1% for NEOs) .
- Equity award modification: SAR expiration extensions (2018–2020 cohorts) increase time value but were not repricings; shareholder approval required for repricings per plan policy .
- Legal/related party context: No material legal proceedings involving executive officers; related party consulting disclosed for another executive’s spouse, not CFO .
Compensation Peer Group (Benchmarking)
- Peer group used for compensation comparisons includes Altice USA, Cable One, Consolidated Communications, EchoStar (DISH), IDT, Liberty Global, Millicom, Shaw, TDS, US Cellular, VEON, WOW; target positioning around the 75th percentile, adjusted for individual performance/experience .
Investment Implications
- Retention and execution continuity: The 2025 retention bonus vesting through 2027 and acceleration on termination without cause signals high retention priority for the CFO amid ongoing strategic initiatives (debt refinancing, network investments). Near-term voluntary departure risk is reduced, a positive for execution continuity .
- Pay-for-performance alignment: Bonus outcomes tied primarily to OFCF (60%) and revenue (25%) provide visibility into capital allocation and cash generation focus; governance deductions underscore internal control rigor—both supportive for long-term equity holders .
- Upcoming supply of shares: RSU/SAR vesting on fixed dates (Mar 15 annually) and SHIP RSU vest (Mar 1, 2025) can create periodic sell/withhold flows for tax, but no pledging and pre-clear requirements mitigate trading risks; monitor Form 4s around these dates for potential signal .
- Balance sheet signaling: CFO-led early 2025 debt silo refinancing at C&W de-risks the capital structure and supports OFCF; sustained progress here is a favorable indicator for valuation and bonus attainment metrics in 2025 .
Note: All figures and policies reflect disclosures in Liberty Latin America’s 2025 DEF 14A and subsequent 8-Ks as cited.