Miranda Curtis
About Miranda Curtis
Miranda Curtis (age 69) is an independent director of Liberty Latin America Ltd. (LILA), serving since December 2017. She brings 30+ years of international media and telecommunications experience, including executive roles at Liberty Global’s predecessor overseeing major cable and content investments in Europe and Asia (e.g., Jupiter Telecommunications and Jupiter TV in Japan), and prior work in international programming distribution at the BBC. She was nominated for re‑election as a Class II director at the 2025 AGM for a term through the 2028 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Global Inc. & predecessor | Executive officer overseeing cable and programming investments in Europe/Asia; negotiated/managed JV with Sumitomo to form J:COM and Jupiter TV | Through early 2010 (retired 2010) | Built Japan’s largest MSO (J:COM); led content ventures; international operating expertise |
| BBC | International distribution of programming | Not specified | Global content distribution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Global & predecessors | Director | Since June 2010 | Ongoing public company directorship |
| Marks & Spencer plc | Director | Feb 2012–Jan 2018 | Prior FTSE 100 board experience |
| Sunrise Communications Group AG | Director | Nov 2020–Apr 2021 | Former subsidiary of Liberty Global |
| UK Foreign & Commonwealth Office | Lead Independent Director | 2017–Jul 2020 | Appointed Companion of the Order of St Michael and St George (CMG) in Oct 2020 for services to gender equality |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit; Member, Nominating & Corporate Governance .
- Independence: Listed among LILA’s independent directors; independent executive sessions were held twice in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; 9 of 10 directors attended the 2024 AGM .
- Tenure/class: Class II director since Dec 2017; nominated in 2025 to serve until the 2028 AGM .
- Compensation committee interlocks: No member (including Curtis) was an officer/employee of LILA; no related-party transactions by committee members in 2024 .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Standard non-employee director fee |
| Committee chair fee (Compensation) | $20,000 | Chair fee |
| Committee membership fees | $10,000 | Audit member; no fees for Nominating |
| Total Fees Earned | $130,000 | Sum of above |
| Equity awards (LILA RSUs, grant-date FV) | $48,504 | Annual director RSUs; 1:2 LILA:LILAK ratio |
| Equity awards (LILAK RSUs, grant-date FV) | $97,953 | Annual director RSUs |
| Total Compensation (2024) | $276,457 | Fees + equity; no options or other comp |
Outstanding director RSUs at 12/31/2024: 7,874 LILA RSUs and 15,748 LILAK RSUs (typical one-year vesting schedule for director awards) .
Aircraft policy: Non-employee directors may use company aircraft for personal flights without charge, subject to availability and policy terms (potential governance/perks consideration) .
Performance Compensation
- No director-specific performance-based pay disclosed (director equity vests time-based; no TSR/financial metrics linked to director pay) .
Other Directorships & Interlocks
| Company | Relationship to LILA | Interlock/Consideration |
|---|---|---|
| Liberty Global | Executive Chairman of LILA (Michael T. Fries) is CEO/President of Liberty Global; Curtis is a director at Liberty Global | Board interlock; independence affirmed under Nasdaq rules but potential perception of influence |
| Sunrise Communications (former) | Prior Liberty Global subsidiary | Historical affiliation; not current |
Expertise & Qualifications
- International media and telecom operator/investor with deep cable and content distribution expertise (Europe/Asia) .
- Led complex cross-border JV formation/management (Sumitomo/J:COM), providing strategic and operational oversight credentials .
- Recognized for global gender equality contributions (CMG), underscoring governance and stakeholder engagement profile .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| LILA (Class A voting) | 32,024 | * | Includes RSUs scheduled to settle within 60 days: 7,874 LILA |
| LILAK (Class C non-voting) | 69,201 | * | Includes RSUs scheduled to settle within 60 days: 15,748 LILAK |
“*” Less than 1% of class; voting power aggregated across classes shows less than 1% for Curtis .
No pledging or hedging disclosures specific to Curtis; insider trading policy requires pre-clearance and prohibits short sales; directors are not specifically prohibited from hedging but must pre-clear, which may be viewed as weaker alignment than explicit hedging prohibitions at some peers .
Governance Assessment
- Board effectiveness: Curtis chairs the Compensation Committee and sits on Audit and Nominating, aligning her oversight with pay, financial reporting, and board composition; compensation processes include clear metrics, independent consultant authority, and a robust clawback policy adopted Oct 2, 2023 .
- Independence & attendance: Independent status and solid attendance support engagement; independent executive sessions enhance oversight .
- Pay-for-performance signals: 2024 say-on-pay approval was ~93% (triennial votes), indicating strong investor support for LILA’s compensation framework overseen by Curtis’s committee .
- Conflicts/related party: Compensation committee reported no related-party transactions or insider participation; however, Liberty Global interlocks (Curtis on Liberty Global board; Fries is Liberty Global CEO and LILA Executive Chairman) could raise perceived influence risks despite formal independence .
- Perks policy: Director personal aircraft use without charge is disclosed; while allowed, such perks can be viewed unfavorably by some investors focused on cost discipline and alignment .
RED FLAGS
- Board interlocks with Liberty Global (Curtis as Liberty Global director; Fries dual role) may prompt scrutiny of independence in strategic transactions and compensation outcomes .
- Aircraft personal-use policy for non-employee directors may be considered shareholder-unfriendly by some governance frameworks, even if usage is limited .
Positive Signals
- Robust committee leadership and coverage (Compensation chair; Audit/Nominating member) with documented independence and no related-party transactions in 2024 .
- Clawback policy aligned with SEC/Nasdaq rules; structured annual bonus metrics and documented pay versus performance disclosures .
- Strong say-on-pay support indicates investor confidence in compensation oversight .