Bill Wafford

About Bill Wafford

Bill Wafford is Chief Financial Officer and Chief Administrative Officer of QVC Group, Inc., effective April 1, 2025; he previously served as CFO of QVC since March 2023 and CAO since April 2024, and is age 53 . He is also a director and audit committee chair at Jushi Holdings Inc. . For context on operating performance linked to executive incentives, QVC’s 2024 Adjusted OIBDA was $1,145 million (above a $1,099.05 million threshold), while revenue was $10,088 million (slightly below a $10,097.55 million threshold); these measures drove payouts for certain executives and illustrate the emphasis on EBITDA-centric performance . Wafford signed Sarbanes-Oxley certifications on QVCGA’s 10-Qs for Q1–Q3 2025, underscoring his control oversight during the transition to an in-house G&A model .

Past Roles

External Roles

Fixed Compensation

• No increase in base salary, bonuses, or awards upon appointment as QVCGA CFO/CAO on March 4, 2025 (effective April 1, 2025) .
• Company-wide clawback policy (Dodd-Frank/Nasdaq compliant) requires recovery of erroneously awarded incentive compensation for restatements; additional recoupment for misconduct or confidentiality breaches applies to equity awards .
• Company states it does not provide tax gross-up payments on perquisites and emphasizes at-risk, performance-based pay in philosophy .

Performance Compensation

• In August 2025, the Board and Compensation Committee (with independent consultant and legal advisors) revised senior executive compensation to reinforce retention and operational execution, including guaranteed variable compensation and prepayments with repayment provisions .

• Calibration note: Payments for Senior Executives are in line with approximately the 50th percentile of peer companies’ comparable roles .

Equity Ownership & Alignment

• Stock ownership guidelines for executive officers were eliminated in December 2023 due to share availability concerns and expectation that most future incentive awards will be settled in cash; prior guideline required 3× value of annual performance RSUs within five years .
• Hedging: Company discloses it does not have practices or policies restricting employees/directors from hedging company equity (e.g., collars, swaps, exchange funds), indicating potential misalignment risk .
• Beneficial ownership for Wafford was not individually disclosed in the 2025 proxy; group ownership context is provided for current directors and executive officers, but Wafford was not an NEO as of January 31, 2025 .

Employment Terms

• Appointment: Board approved Wafford as CFO and CAO on March 4, 2025, effective April 1, 2025; no arrangements/understandings with other persons; no family relationships; no related-party transactions under Item 404(a) .
• Compensation program changes include prepaid guaranteed variable compensation for senior executives with performance-linked portions and repayment requirements, supporting retention in a multi-year transition .
• Company-wide clawback and equity recoupment provisions apply (see Fixed Compensation for details) .

Performance & Track Record

• Operational execution: As CFO at QVC, Wafford outlined workforce reduction savings (~$60 million run-rate; ~$50 million in-year; focused at QxH) during a 2023 discussion, reflecting cost discipline in the turnaround program .
• Controls and reporting: Signed SOX 302/906 certifications on QVCGA 10-Qs (Q1–Q3 2025), indicating responsibility for disclosure controls and internal control over financial reporting during the corporate G&A transition .

Compensation Structure Analysis

• Increase in guaranteed compensation vs. at-risk pay: Introduction of guaranteed variable compensation (50% in 2025; 100% in 2026) and prepayments signals a shift toward certainty to address retention and execution, partially conditioned on performance .
• Equity mix: Elimination of executive stock ownership guidelines and share availability constraints suggests reduced equity-based alignment and greater reliance on cash-settled incentives .
• Risk controls: Robust clawback/recoupment framework in place, but absence of hedging restrictions is a governance concern for alignment .
• Peer benchmarking: Senior executive guaranteed compensation calibrated near 50th percentile, limiting pay inflation while preserving retention .

Risk Indicators & Red Flags

• Hedging allowed (no prohibitive policy), potentially weakening alignment between management and shareholders .
• Stock ownership guidelines eliminated in 2023, further reducing structural equity alignment over time .
• Prepaid guaranteed compensation subject to after-tax clawback on unmet conditions; while protective, prepayment complexity can indicate heightened retention risk and operational transition pressure .
• Company states no tax gross-ups for perquisites and maintains clawback provisions, which are positive governance features .

Investment Implications

• Retention risk mitigated by guaranteed, prepaid variable compensation for 2025–2026, with repayment protections and performance gating—expect management stability through the transition period and focus on achieving operational goals to avoid repayment .
• Alignment considerations: Removal of stock ownership guidelines and lack of hedging restrictions reduce equity alignment; monitoring Form 4 filings and any adoption of new equity policies is prudent for trading signals tied to insider behavior .
• Execution lens: Wafford’s multi-retail CFO background (including crisis navigation at JCPenney) and ongoing SOX certifications at QVCGA support execution credibility; performance programs emphasize EBITDA/free cash flow—investors should track Adjusted OIBDA and FCF trajectories and any updates to incentive calibration .