Carol Flaton
About Carol Flaton
Carol Flaton is an independent director of QVC Group, appointed on June 20, 2025 as a Class II director with a term expiring at the 2027 annual meeting; the Board determined she is independent under Nasdaq/SEC rules and “disinterested” under Delaware law, with no related‑party interests requiring Item 404(a) disclosure . She is a restructuring and transformation specialist with over 30 years in banking/finance, previously Managing Director at AlixPartners and Lazard, and earlier senior roles at Credit Suisse First Boston and Citigroup; she holds an MBA from IMD (Lausanne) and a BSBA from the University of Delaware .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AlixPartners (f/k/a Zolfo Cooper) | Managing Director (restructuring/turnarounds) | 2014–2019 | Advised major creditor groups; sovereign restructuring of Barbados P&C/life creditors |
| Lazard Frères | Managing Director, Restructuring | 2008–2013 | Advised debtors/creditors/equity on exchanges, 363 sales, refinancings, capital raises |
| Credit Suisse First Boston; Citigroup | Managing Director | 1995–2008 | Managed distressed positions, senior risk management leadership |
| Cetera Financial Group (RCAP) | CRO; Strategic Director of Finance | 2016 | Turnaround leadership |
| Doral Financial Corporation | CRO | 2015 | Bank restructuring leadership |
External Roles
| Organization | Role | Tenure | Committee/Chair Roles | Notes |
|---|---|---|---|---|
| Cano Health, Inc. | Director | Appointed Dec 18, 2023 | Finance Committee Chair; Audit Committee member | Healthcare; special sit. |
| Resolute Investment Managers, Inc. | Director | Since 2022 | — | Asset management |
| GenesisCare Finance Pty Ltd. | Director | Since 2023 | — | Healthcare finance |
| Matterhorn Parent LLC (Hearthside Food Solutions) | Independent Manager | — | — | Food manufacturing |
| Hornblower Holdings LLC | Director | — | — | Travel/leisure; restructuring experience |
| Bed Bath & Beyond (pre‑liquidation) | Director | Appointed Jan 24, 2023 | — | $30,000/month cash compensation |
| Talen Energy Supply | Director | — | — | Power generation; restructuring |
| Berkshire Taconic Community Foundation | Director | Current | — | Non‑profit governance |
| Northwest Connecticut Land Conservancy | Director | Current | — | Non‑profit governance |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; both reconstituted upon appointment. Audit Committee chaired by M. Ian G. Gilchrist; Compensation Committee chaired by Roger Meltzer .
- Special committee: Appointed (with Roger Meltzer) to a special committee to consider strategic and/or financial alternatives; Board deemed both “disinterested” under Delaware law for such matters .
- Independence: Board determined Flaton is independent under Nasdaq and SEC rules; no Item 404(a) related‑party transactions .
- Term/classification: Class II director, term expiring at the 2027 annual meeting .
- Contextual governance signals: Company effected a 1‑for‑50 reverse split on May 22, 2025 and regained Nasdaq minimum bid compliance June 9, 2025; Series B stock now trades OTCQB since May 28, 2025 .
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Disinterested Director Letter Agreement – Cash | $50,000 per month | June 20, 2025 | No other compensation under standard nonemployee director program; per diem reimbursement post‑service support |
| Standard Nonemployee Director Retainer (for comparison) | $269,150 annual cash (2025); committee fees: Audit $30,000 member/$40,000 chair; Comp $10,000 member/$20,000 chair; Nominating $10,000 member/$20,000 chair | 2025 | Flaton not eligible—Letter Agreement supersedes program compensation |
| Indemnification Agreement | Standard form per Exhibit 10.30 to 2024 10‑K | June 2025 | Company to enter into standard indemnification agreement |
Performance Compensation
| Item | Details |
|---|---|
| Equity awards | Board has not granted equity awards to nonemployee directors since 2023 due to share availability; director fees paid entirely in cash beginning 2024 |
| Performance metrics tied to director pay | None; Flaton “will not receive any other compensation, including pursuant to the Company’s nonemployee director compensation program” |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Bed Bath & Beyond | Category overlap in home goods retail; however, no QVC related‑party transactions disclosed and Flaton deemed independent/disinterested at QVC Group |
| Cano Health; GenesisCare; Resolute Investment Managers; Hornblower; Hearthside | Different industries (healthcare, asset mgmt, travel/leisure, food), reducing supplier/customer conflict risk; no related‑party disclosures at QVC |
Expertise & Qualifications
- Turnaround/restructuring, risk management, governance; senior MD roles at AlixPartners and Lazard .
- Capital markets and risk management leadership at CSFB and Citigroup .
- Education: MBA (IMD, Lausanne, Switzerland); BSBA (University of Delaware) .
- Public company special situations experience (e.g., Bed Bath & Beyond; Cano Health) .
Equity Ownership
- Beneficial ownership disclosures for Flaton were not included in the March 28, 2025 proxy (pre‑appointment); Form 3 search returned no results in available filings as of June/November 2025 (we searched for “Form 3 Carol Flaton” with QVCGA).
- Director stock ownership guidelines were eliminated in December 2023 due to share availability; director fees paid entirely in cash beginning 2024 .
- Insider Trading Policy governs transactions by directors; policy filed as Exhibit 19 to the 2024 Form 10‑K .
Governance Assessment
- Strengths: Independence and “disinterested” designation mitigate conflicts; audit and compensation committee membership positions Flaton at the core of financial oversight and pay governance; special‑committee role signals Board focus on strategic/financial alternatives, bringing relevant restructuring expertise .
- Alignment: Flaton’s compensation is cash‑only via Letter Agreement and excludes standard director program; QVC eliminated director equity awards since 2023 due to share constraints, reducing direct equity alignment vs historical practice .
- Signals/Red Flags: Extraordinary monthly compensation ($50k) versus standard retainer reflects intensive special‑situation workload, but could be perceived as pay inflation without equity‑based alignment; Series B’s move to OTCQB and reverse split context point to listing stress, elevating the importance of Flaton’s restructuring oversight .
- Shareholder sentiment backdrop: 2025 say‑on‑pay passed (269.7M for; 45.1M against), indicating continued support for compensation governance; reverse split approved by a wide margin, supporting Board’s capital markets remediation .