John Winter
Liberty Latin AmericaAbout John Winter
John M. Winter, age 52, has served as Senior Vice President, Chief Legal Officer, Secretary of Liberty Latin America (LILA) since December 2017, overseeing legal, risk management, corporate governance, M&A, regulatory compliance, global government affairs, and cybersecurity . During 2024, LILA’s pay-versus-performance disclosure shows cumulative TSR since 2019 of $34.98 for LILA and $34.63 for LILAK, with net income of $(627.3) million and consolidated adjusted OFCF of $897.9 million, key measures used to link executive compensation to performance . The 2024 annual bonus program for NEOs (including Winter) weighted OFCF at 60%, revenue at 25%, and governance objectives at 15%, with actual achievement yielding a 60.6% payout of target for corporate participants; Winter’s 2024 bonus paid was $596,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Latin America Ltd. | SVP, Chief Legal Officer & Secretary | Dec 2017–present | Oversight of legal, governance, risk, M&A, regulatory, government affairs, cybersecurity |
| Liberty Global Ltd. (formerly Liberty Global plc) | Managing Director, Legal; previously VP Legal | Jul 2013–Dec 2017 | Led legal support for financial reporting, M&A, compliance, governance for Latin America operations |
| Baker Botts L.L.P. | Partner, Corporate Department | >5 years (prior to 2013) | Public/private acquisitions, financings, financial reporting legal expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 550,000 | 572,917 (reflects 2024 increase to $577,500 annual rate) |
| Target Annual Bonus ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Actual Bonus Paid ($) (Non-Equity Incentive) | 182,500 | 328,250 | 596,000 |
| All Other Compensation ($) | 20,994 | 23,035 | 23,611 |
| Total Compensation ($) | 3,713,385 | 3,741,255 | 4,258,971 |
Notes:
- 2024 base salary increased to $577,500; SCT reflects partial-year at $572,917 .
- Officers’ target annual bonus remained $1.0 million in 2022–2025 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout (% of Target) | Vesting/Settlement |
|---|---|---|---|---|---|
| Consolidated Adjusted Revenue | 25% | $4,671m (budget) | $4,456m (adjusted) | 12.9% | Cash for Winter (2024 bonus paid in cash) |
| Consolidated Adjusted OFCF | 60% | $1,093m (budget) | $898m (adjusted) | 40.4% | Cash |
| Governance – Code of Conduct Training | 3% | ≥90% completion | >90.0% | 3.0% | Cash |
| Governance – Business Process Controls | 6% (sub-component) | Zero material weaknesses; ≤1 significant deficiency | No zero MW; ≤1 SD | 1.5% | Cash |
| Governance – GITCs | 6% (sub-component) | No user access MW in onboarding markets; none in execution markets | Mixed: onboarding w/out MWs in 4 target systems; execution >1 MW in new systems, none in legacy | 2.8% | Cash |
| Recognition Adjustment | n/a | n/a | Committee exercised −1% for other NEOs | Applied | Cash |
| Total Corporate Payout | — | — | — | 60.6% (LLA-Corp) | Winter’s 2024 actual bonus: $596,000 |
Key definitions and adjustments:
- OFCF defined as adjusted OIBDA minus property & equipment additions; adjusted for FX, natural disasters, and acquisition impacts .
- Committee discretion reduced payout by 1% for non-CEO NEOs due to internal control assessment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | LILA: 140,600 shares; LILAB: 10,000; LILAK: 464,728; each less than 1% of class |
| RSUs scheduled to settle within 60 days (Feb 28, 2025) | LILA: 53,096; LILAK: 106,192 |
| In-the-money SARs potentially issuable within 60 days (Feb 28, 2025) | LILA: 3,580 shares; LILAK: 5,804 shares |
| Stock Ownership Guidelines | CLO guideline: 4x base salary |
| Insider Trading / Hedging | Pre-clearance required; short sales prohibited; no specific prohibition on hedging |
Outstanding Equity Awards (selected Winter grants at 12/31/2024)
| Grant | Class | Instrument | Quantity | Base/Strike | Term/Expiration | Vesting |
|---|---|---|---|---|---|---|
| 3/12/2024 | LILA | RSU | 62,992 | — | — | 1/3 on 3/15/2025, 2026, 2027 |
| 3/12/2024 | LILAK | RSU | 125,984 | — | — | 1/3 on 3/15/2025, 2026, 2027 |
| 3/12/2024 | LILA | SAR | 119,225 | $6.16 | 10-year (to 3/12/2034) | 1/3 on 3/15/2025, 2026, 2027 |
| 3/12/2024 | LILAK | SAR | 238,450 | $6.22 | 10-year (to 3/12/2034) | 1/3 on 3/15/2025, 2026, 2027 |
| 3/20/2023 | LILA | RSU | 33,166 | — | — | Remaining tranches vest 3/15/2025 & 3/15/2026 |
| 3/20/2023 | LILAK | RSU | 49,750 | — | — | Remaining tranches vest 3/15/2025 & 3/15/2026 |
| 3/11/2022 | LILA | RSU | 13,889 | — | — | Vested 3/15/2025 |
| 3/11/2022 | LILAK | RSU | 27,778 | — | — | Vested 3/15/2025 |
| 3/15/2024 | LILA | RSU (SHIP add-on) | 1,626 | — | — | Vested 3/1/2025 |
Stock vested/realized in 2024:
- LILA: 53,995 shares ($340,292)
- LILAK: 107,991 shares ($681,766)
SAR extensions:
- Company-wide SARs granted in 2018–2020 extended from 7 to 10 years in Oct 2024; exercise prices unchanged (varied by year and class); details per Forms 4 and proxy .
Employment Terms
- Agreement effective July 24, 2019; indefinite term; either party may terminate with advance notice; base salary adjustable upward annually; participation in annual bonus and equity programs (target annual equity $2.0 million in 2022–2025) .
- 2024 base salary increased to $577,500; 2025 base salary increased to $640,000; target annual bonus for 2022–2025 set at $1.0 million (no guarantee; subject to qualitative/quantitative objectives) .
Severance and Termination Economics (as of 12/31/2024)
| Scenario | Severance & Bonus ($) | Deferred Comp ($) | SARs Accelerated ($) | RSUs Accelerated ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| By Company Without Cause | 1,173,500 | 985,715 | — | 170,630 | 29,250 | 2,359,095 |
| Disability | 1,173,500 | 1,073,350 | 52,459 | 2,126,260 | 29,250 | 4,454,819 |
| Death | 1,173,500 | 1,073,350 | 52,459 | 2,126,260 | — | 4,425,569 |
| Retirement | — | 985,715 | — | — | — | 985,715 |
Change-in-control (CIC) scenarios:
| Scenario | Severance ($) | Deferred Comp ($) | SARs Accel ($) | RSUs Accel ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Unapproved Control Purchase/Board Change – Employment Terminated | 1,173,500 | 985,715 | 52,459 | 2,126,260 | 29,250 | 4,367,184 |
| Unapproved Control Purchase/Board Change – Employment Continues | — | 985,715 | 52,459 | 2,126,260 | — | 3,164,434 |
| Reorganization – Employment Terminated | 1,173,500 | 985,715 | 52,459 | 2,126,260 | 29,250 | 4,367,184 |
| CIC – Plan Benefits Not Continued – Employment Continues | — | 985,715 | 52,459 | 2,126,260 | — | 3,164,434 |
Clawback, hedging, and ownership policies:
- Nasdaq/SEC-compliant recoupment policy effective Oct 2, 2023; applies to erroneously awarded incentive comp upon qualifying restatements; no recoveries to date .
- Insider trading policy requires pre-clearance; prohibits short sales; no specific prohibition on hedging .
- Executive share ownership guideline for CLO = 4x base salary, with counting methodology including 50% of in-the-money vested options/SARs and certain plan shares .
Deferred Compensation
| Plan | Executive Contributions (2024) ($) | Aggregate Earnings (2024) ($) | Aggregate Balance 12/31/2024 ($) |
|---|---|---|---|
| LLA Deferred Compensation Plan | 164,125 | 80,063 | 985,715 |
| Liberty Global Deferred Compensation Plan | — | 7,140 | 87,635 |
Plan crediting rate history: 8.5% initially; 8.0% for 2022–2023 deferrals; increased to 9.5% for 2024–2025 deferrals . Committee may terminate the plan and distribute balances within 12 months of certain CIC events .
Investment Implications
- Pay-for-performance linkage: Winter’s 2024 bonus reflected 60.6% corporate payout driven chiefly by OFCF (60% weighting) and revenue (25%), indicating alignment with cash generation and top-line growth; actual bonus $596,000 vs $1.0 million target supports disciplined payout mechanics .
- Equity mix and vesting: Significant 2024 RSU/SAR grants with base prices near the market at grant ($6.16 LILA; $6.22 LILAK); three-year ratable vesting creates medium-term retention and potential selling pressure around vest dates; earlier SARs (2018–2020) were extended to 10 years, but higher strikes reduce near-term exercise/selling incentives at lower share prices .
- Ownership and alignment: Winter holds meaningful LILAK exposure and RSUs scheduled within 60 days, plus limited in-the-money SARs; guideline requires 4x salary ownership, and pre-clearance trading/short-sale prohibitions reduce misalignment risk, though absence of hedging prohibition is a governance watchpoint .
- Contract economics: One-times salary plus pro-rata bonus severance; CIC scenarios add RSU/SAR acceleration and deferred comp distributions, with total potential payouts of ~$4.37 million if terminated, balancing retention with moderate parachute risk .
- Deferred comp at 9.5% crediting rate enhances retention but introduces optics on guaranteed returns; balances ($985,715 at LLA; $87,635 at LG) are material though not excessive .
Overall, compensation structure weights OFCF and revenue, RSU/SAR equity with multi-year vesting, and moderate severance/CIC protections—yielding alignment with shareholder value drivers and manageable insider selling pressure around annual vest dates .