Paul Gould
Liberty Latin AmericaAbout Paul A. Gould
Paul A. Gould (age 79) has served as an independent director of Liberty Latin America (LILA) since December 2017. He is Managing Director at Allen & Company LLC, with over 40 years of investment banking and M&A advisory experience, particularly in media and entertainment. He established Allen Investment Management in 1975 and is recognized for capital markets and transaction expertise . LILA classifies Gould as an independent director; independent directors held two executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allen & Company LLC | Managing Director; senior M&A advisory | 1972–present | Advised Fortune 500 media/entertainment companies |
| Allen Investment Management | Founder | 1975–present | Institutional/family office asset management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Global & predecessors | Director | Since 2005 | Global broadband/media; overlaps with LILA directors (e.g., Fries) |
| Warner Bros. Discovery, Inc. | Director | Since Apr 2022 | Media conglomerate |
| Discovery, Inc. | Director | Sep 2008–Apr 2022 | Pre-merger WBD |
| Radius Global Infrastructure, Inc. | Director | Since Feb 2020 | Digital infrastructure |
| Cornell University | Trustee Emeriti | N/A | Governance role |
| Weill Cornell Medical College | Board of Fellows | N/A | Governance role |
| Wildlife Conservation Society | Trustee | N/A | Governance role |
Board Governance
- Committee assignments:
- Audit Committee: Chair; all members (including Gould) deemed “audit committee financial experts” per SEC rules .
- Compensation Committee: Member .
- Nominating & Corporate Governance Committee: Member .
- Board class/term: Class III director; term expires at the 2026 AGM .
- Independence: Listed among current independent directors (Bracken, Curtis, de Angoitia, Gould, Jacobson, Paddick, Sanchez, Zinterhofer) .
- Attendance: In 2024, the Board held 5 meetings; audit 6, compensation 4, nominating 1; each director attended at least 75% of meetings of the Board and committees served; 9 of 10 directors attended the 2024 AGM .
- Executive sessions (independent directors only): 2 in 2024 .
- Shareholder communications: Mail to Board c/o corporate secretary; forwarded on a timely basis .
Fixed Compensation
| Component | Policy/Amount | Paul Gould 2024 ($) | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | 130,000 | Base $100k + $20k Audit Chair + $10k Compensation Committee membership; no fees for Nominating Committee |
| Committee chair fee | $20,000 (Audit; Comp) | Included above | Paid for full-year chair service; Gould chairs Audit |
| Committee membership fee | $10,000 (Audit/Comp member) | Included above | Compensation Committee membership fee; no fees for Nominating |
| Equity retainer (RSUs) | $150,000 grant-date fair value (1:2 LILA:LILAK) | 146,457 | LILA RSUs $48,504; LILAK RSUs $97,953; vests Mar 15 following year |
| Deferred comp interest | Director plan credited rate (9.5% for 2024 deferrals) | 6,349 | Nonqualified deferred comp earnings in 2024 |
| Total | — | 282,806 | Sum of fees, stock awards, deferred comp earnings |
- Election to receive fees in shares: Gould elected to receive a portion of retainer in common shares in lieu of cash for 1Q25 (approx. $14,615 worth in shares for 2024 disclosures) (footnote 5) .
Performance Compensation
- Directors receive time-vesting RSUs; no performance metrics apply.
- 2024 RSU vesting: annual grant vests in full on March 15 of the following year; director grants in LILA and LILAK at 1:2 ratio .
| Equity Instrument | Class | Grant/Vesting | Outstanding/Count |
|---|---|---|---|
| Annual Director RSUs | LILA | Vests Mar 15, 2025 | 7,874 RSUs outstanding at 12/31/24 |
| Annual Director RSUs | LILAK | Vests Mar 15, 2025 | 15,748 RSUs outstanding at 12/31/24 |
Other Directorships & Interlocks
- Overlaps with Liberty Global board (Fries is CEO of Liberty Global and Executive Chairman of LILA; Sanchez also serves on Liberty Global board), creating network interlocks that can enhance information flow but warrant conflict awareness in related-party or strategic decisions .
- Compensation Committee Interlocks: None; Gould (and the other members) were not officers/employees and engaged in no related-party transactions in 2024; no reciprocal committee interlocks reported .
Expertise & Qualifications
- Designated audit committee financial expert; deep experience in accounting, finance, capital markets, and M&A within media/telecom sectors .
- Board qualifications emphasized: evaluation of acquisition/divestiture and financing strategies; capital structure; budgets; business plans .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| LILA (Class A, voting) | 336,832 | * | Includes RSUs settling within 60 days: 1,181 LILA |
| LILAB (Class B, 10 votes/share) | 8,987 | * | Voting; convertible 1:1 to LILA |
| LILAK (Class C, non-voting) | 449,941 | * | Includes RSUs settling within 60 days: 2,362 LILAK |
- As of Feb 28, 2025; “*” denotes less than 1% of the respective class outstanding .
- Proxy does not disclose any pledging of LILA/LILAK by Gould; pledging disclosure present for Zinterhofer only (for context) .
Governance Assessment
- Strengths:
- Independent director; audit chair with “financial expert” designation; broad transaction and capital markets expertise strengthens oversight of financial reporting, risk and capital allocation .
- Committee workload and ≥75% attendance signal engagement; independent sessions held; clear shareholder communication channels .
- Director pay structure is standard (cash retainer + modest committee fees + time-vesting RSUs), with equity aligning incentives; use of deferred comp at market-like rates disclosed .
- Watch items:
- Interlocks with Liberty Global and Warner Bros. Discovery increase network influence; board should maintain robust related-party and independence safeguards given historic ties with Liberty Global .
- Personal aircraft policy allows non-employee directors personal use without charge (optics risk); policy, tax treatment, and governance controls described; independent directors met in executive sessions, which partially mitigates concerns .
- Related-party and conflicts:
- No Gould-specific related-party transactions disclosed; company maintains audit committee approval requirement for related-party deals. A separate consulting arrangement exists with a former executive’s spouse (energy consulting), underscoring active oversight is needed at committee level .
Appendix: Board/Committee Snapshot (2024)
| Committee | Chair | Members (incl. Gould) | Meetings |
|---|---|---|---|
| Audit | Paul A. Gould | Gould, Miranda Curtis, Alfonso de Angoitia, Brendan Paddick | 6 |
| Compensation | Miranda Curtis | Curtis, Paul A. Gould, Eric Zinterhofer | 4 |
| Nominating & Corp Gov | Daniel E. Sanchez | Sanchez, Miranda Curtis, Paul A. Gould, Roberta Jacobson | 1 |
| Executive | Michael T. Fries | Fries, Balan Nair | 3 |
Notes: Board met 5 times; each director ≥75% attendance; 9 of 10 attended 2024 AGM .