Michael Fries
Liberty Latin AmericaAbout Michael T. Fries
Executive Chairman of Liberty Latin America (since Dec 2017), aged 62, with nearly 40 years in telecom/media and current CEO/President of Liberty Global; tenure at LILA spans the full public life of the company post-2017 split-off . LILA’s recent performance context: FY 2024 revenue $4,456.9mm*, EBITDA $1,496.9mm*, and value of a $100 investment (12/31/2019 base) at 12/31/2024 was $34.98 for LILA and $34.63 for LILAK, while 2024 consolidated adjusted OFCF was $897.9mm and net income was $(627.3)mm . Board leadership is separated (Executive Chairman vs CEO), with Fries leading the Board and strategy oversight .
Note: Asterisked financial values (*) are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Liberty Global (and predecessor) | CEO & President | 2005–present | Oversaw expansion to ~80M fixed/mobile connections and >$4B consolidated revenue, plus ~$18B JV revenue (VMO2, VodafoneZiggo); active $3B growth platform . |
| Liberty Latin America | Executive Chairman | 2017–present | Leads Board, provides strategic guidance; member of Executive Committee . |
| Liberty Global predecessor (founder) | Founder | ~1990s–2005 | Founding/operator background cited in building converged broadband/video/mobile platforms . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Liberty Global & predecessor | Director | 2005–present | Public company directorship . |
| Lions Gate Entertainment Corp. | Director | 2015–present | Public company directorship . |
| Lionsgate Studios Corp. | Director | 2024–present | Public company directorship . |
| Grupo Televisa S.A.B. | Director | 2015–present | Public company directorship . |
| Sunrise Communications AG | Chair | 2024–present | Public company chair role . |
| GSMA | Board Member | N/A | Industry leadership . |
| CableLabs | Board Member | N/A | Technology leadership . |
| The Paley Center for Media | Trustee & Finance Committee Member | N/A | Non-profit governance . |
| World Economic Forum | ICT Governor | N/A | Industry policy forum . |
Fixed Compensation (LILA-specific; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $0 | Non-employee directors receive $100,000 cash; Executive Chairman excluded from cash retainer . |
| RSU award (Executive Chairman) | $475,000 | Annual director RSU grant (1:2 LILA:LILAK) for Executive Chairman . |
| Option/SAR—incremental expense | $544,212 | Incremental share-based comp from SAR term extensions . |
| Total 2024 director compensation (LILA) | $1,007,984 | Sum of stock awards and incremental option/SAR expense . |
Performance Compensation
| Incentive type | Metric/weight | Target | Actual/payout | Vesting |
|---|---|---|---|---|
| None disclosed for Executive Chairman | — | — | — | Director RSUs vest time-based; no disclosed performance metrics . |
Notes:
- NEO incentive metrics (for context) emphasize revenue (25%), consolidated adjusted OFCF (60%), and governance (15%) in 2024; not applicable to Fries –.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | LILA: 295,629; LILAB: 175,867; LILAK: 575,249; aggregated voting power: 3.3% . |
| Near-term vesting (within ~60 days of 2/28/2025) | RSUs scheduled to settle: 24,934 LILA; 49,868 LILAK . |
| Director RSU vesting cadence | Annual director RSUs vest in full on March 15 of the following year . |
| Options/SARs outstanding (director table) | Options (gross): 166,667 LILA; 333,333 LILAK (strike/expirations not disclosed in director table) . |
| Pledging | No pledging disclosed for Fries; pledging disclosed for Searchlight affiliates (not Fries) . |
| Ownership guidelines | Executive Share Ownership Policy exists for executive/senior officers (e.g., CEO 5x salary; CFO/CTO/CLO 4x); Executive Chairman multiple not specified; policy counts partial in-the-money SARs/options . |
| Hedging/short sales policy | Short sales prohibited; hedging/monetization transactions require pre-clearance; no explicit prohibition on hedging (potential alignment risk) . |
| Clawback (recoupment) policy | Nasdaq-compliant policy effective 10/2/2023 covering executive management/Section 16 officers for restatements; no recoveries to date . |
Potential selling pressure indicators:
- RSU delivery near mid-March each year (time-based), with 2025 settlement amounts disclosed above .
Employment Terms (Board/Governance)
- Board term: Class III director; current term expires at the 2026 AGM .
- Committees: Executive Committee member (with CEO Balan Nair); Executive Committee can exercise Board authority subject to Bermuda law .
- Independence: Not independent (Executive Chairman); current independent directors listed separately .
- Board leadership: Roles separated—Executive Chairman (Fries) vs CEO/President (Nair) .
- Attendance: In 2024, the Board met 5 times; each director attended ≥75% of Board/committee meetings; 9/10 directors attended 2024 AGM .
- Executive sessions: Two independent-director executive sessions in 2024 .
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue (USD mm) | 4,808.6* | 4,511.1* | 4,456.9* |
| EBITDA (USD mm) | 1,561.0* | 1,626.6* | 1,496.9* |
Note: Asterisked values are retrieved from S&P Global.
Additional performance indicators:
- Value of $100 investment from 12/31/2019 to 12/31/2024: LILA $34.98; LILAK $34.63; MSCI EM NTR peer index $108.78 .
- 2024 consolidated adjusted OFCF $897.9mm; Net income $(627.3)mm .
Compensation Governance and Shareholder Feedback
- Say-on-Pay (2024 AGM): ~93% approval of aggregate votes cast; company to hold Say-on-Pay every three years per shareholder vote .
- Compensation committee: Independent directors (Chair: Miranda Curtis; Members: Paul A. Gould, Eric L. Zinterhofer) .
- Pay positioning: Targets around 75th percentile of peer group for executives; peer set includes Altice USA, Millicom, etc. .
- Repricing/extension: In Oct 2024, SAR expirations from 2018–2020 grants were extended to 10-year terms; exercise prices unchanged (extension created incremental expense) .
Director Compensation (2024 summary for Fries)
| Component | LILA | LILAK | Total |
|---|---|---|---|
| Stock awards (grant-date fair value) | $153,593 | $310,179 | $463,772 |
| Option/SAR incremental expense | — | — | $544,212 |
| Cash fees | — | — | $0 (Executive Chairman excluded from $100,000 retainer) |
| Total | — | — | $1,007,984 |
Board Service History and Dual-role Implications
- Service since 2017; Executive Chairman while also serving as CEO/President of Liberty Global .
- Dual-role considerations: While LILA separates Chair/CEO roles, Fries is an executive (not independent) and sits on the Executive Committee; independence mitigants include a majority-independent Board and independent-led executive sessions .
- Related voting influence: A 2017 letter agreement gives Fries certain rights over LILAB shares held by a Malone family trust (vote-rights under certain circumstances; right to negotiate/match sale) while he is a principal executive officer or director—relevant for Class B voting dynamics .
Risk Indicators and Red Flags
- Hedging policy does not explicitly prohibit hedging (pre-clearance required; short sales prohibited) .
- SAR expiration extensions (repricing risk avoided; term extended), adding non-cash incremental comp expense; no change to strike prices .
- No pledging disclosed for Fries; material pledging disclosed for a different director’s affiliated entities (Searchlight) .
- Clawback policy in force (restatement-triggered) .
Investment Implications
- Alignment: Fries holds a meaningful stake (3.3% voting power) with time-based director RSUs vesting annually in March—watch for settlement windows as potential micro overhangs .
- Governance: Separation of Chair/CEO roles, independent committees, and regular executive sessions support oversight; however, Executive Chairman’s non-independence and Executive Committee authority concentrate influence .
- Performance linkage: Executive Chairman’s LILA compensation is primarily time-based RSUs (no disclosed performance conditions), while company-wide exec pay is tied to OFCF/revenue/governance metrics; investors may seek tighter performance linkage for Board leadership – .
- Control dynamics: The 2017 letter with the Malone Trust gives Fries contingent rights over Class B voting and potential purchases, relevant in governance scenarios or strategic actions .
- Returns backdrop: Cumulative TSR since 2019 base remains challenged (LILA $34.98/$100), with 2024 net loss and OFCF below 2023; execution on OFCF, internal controls, and segment growth remains key .
Citations:
Additional note: Financial values marked with an asterisk (*) are retrieved from S&P Global.