David Rawlinson II
About David Rawlinson II
David Rawlinson II, age 49, is President, CEO and a director of QVC Group, Inc. (NASDAQ: QVCGA), serving as CEO since October 2021 and director since January 2022; prior roles include CEO of NielsenIQ, President of Global Online Business at W.W. Grainger, and executive positions at Exelis/ITT, plus service as a White House Fellow and Senior Advisor at the National Economic Council . Under his tenure, the company emphasized a transformation to live social shopping, expanded streaming engagement, and delivered 2024 Adjusted OIBDA of $1,145 million and net loss of $(1,250) million as disclosed in pay-versus-performance, with cumulative TSR paths for QVCGA/QVCGB tracked in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NielsenIQ | Chief Executive Officer | 2020–2021 | Led global marketing data firm through transition; board experience at predecessor Nielsen Holdings plc . |
| W.W. Grainger | President, Global Online Business; prior executive roles | 2012–2020 (President 2015–2020) | Drove global e-commerce scale and digital B2B operations growth . |
| Exelis (formerly ITT Corp.) | Executive roles | 2009–2012 | Aerospace/defense, information and technology services leadership . |
| U.S. Government | White House Fellow; Senior Advisor, National Economic Council | Appointments in Bush & Obama Administrations | Economic policy and federal leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Discover Financial Services | Director | 2021–Present | Current public company directorship . |
| Nielsen Holdings plc | Director | 2017–2021 | Prior public company board . |
| MonotaRO Co., Ltd. | Director | 2014–2019 | Prior public company board (Japan) . |
Fixed Compensation
| Component | 2024 | 2025 (New Agreement) | Notes |
|---|---|---|---|
| Base Salary | $1,250,000 | $1,750,000 (retro to Jan 1, 2025) | New employment agreement effective Feb 27, 2025 . |
| Target Annual Cash Bonus % | 125% of base | 200% of base | Max 200% in 2024; max 300% in 2025 . |
| Maximum Annual Cash Bonus % | 200% of base | 300% of base | 2025 plan increases cap . |
| Retention Bonus | — | $2,250,000 with pro‑rated repayment if termination for Cause/without Good Reason during initial term | Payback terms specified . |
Performance Compensation
2024 Annual Bonus (QVC CEO Program)
| Metric | Weighting | Target Threshold | Actual | Payout Result | Payout Amount |
|---|---|---|---|---|---|
| Revenue (QVC, HSN, Cornerstone; constant FX) | 50% | $10,097.55 million | $10,088 million | 0% of Revenue portion | $0 |
| Adjusted OIBDA (QVC, HSN, Cornerstone; constant FX) | 50% | $1,099.05 million | $1,145 million | 62% of OIBDA portion | $483,171; total bonus equals 39% of base salary |
2024 Performance-Based RSUs (Annual)
| Grant | Grant Date | Target/Granted | Objective Trigger | Subjective Component | Vesting Outcome |
|---|---|---|---|---|---|
| QVCGA Performance RSUs | Mar 5, 2024 | 3,738,318 RSUs | 60% vests only if 2024 Adjusted OIBDA ≥ $1,099.05m | 40% subject to committee/Maffei recommendation | 76% vested (2,841,121 RSUs) |
Prior Upfront Equity (2011 Employment Agreement Term Awards)
| Instrument | Grant Date | Quantity | Exercise Price | Vesting | Status |
|---|---|---|---|---|---|
| QVCGA Stock Options | Aug 2021 | 1,185,053 | $10.50 | 50% on Dec 31, 2023; 50% on Dec 31, 2024 | Outstanding per table; options listed as exercisable within 60 days included in ownership . |
| QVCGA RSUs | Aug 2021 | 508,865 | N/A | 13% on Dec 10, 2021; 29% on Dec 10, 2022/2023/2024 | Vesting schedule completed by Dec 10, 2024 . |
2025 Long-Term Incentives (New Agreement)
| Award | Target Value | Structure | Vesting/Performance | Notes |
|---|---|---|---|---|
| Term RSUs (QVCGA) | $6,000,000 | Time-vested RSUs | One-third on Dec 10, 2025/2026/2027, subject to continued employment | Standard time vesting . |
| Multi-Year Performance Cash Award | $15,000,000 target; 50–200% earn range | 3 equal tranches tied to QVCGA stock price performance vs grant baseline | Earned at determination dates; requires continued employment at each determination date | Stock-price based performance methodology . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,860,000 QVCGA shares; less than 1% of series and voting power . |
| Options Exercisable Within 60 Days | 1,333,184 QVCGA options included in beneficial ownership . |
| Outstanding 2024 RSUs at FY End | 3,738,318 QVCGA RSUs outstanding; target count pre-vesting . |
| 2024 RSUs Vested | 2,841,121 RSUs vested (76% of grant) . |
| Ownership Guidelines | Executive stock ownership guidelines eliminated in Dec 2023 due to share availability and shift to cash-settled incentives . |
| Hedging/Pledging | Company discloses no practices or policies restricting hedging/offset transactions; no pledging arrangements disclosed that may result in change in control . |
Employment Terms
| Term Element | 2025 Agreement (effective Feb 27, 2025) |
|---|---|
| Term Length | Initial term through Dec 31, 2027; possible one-year extension by mutual agreement . |
| Non-Compete | During employment and 18 months post-termination . |
| Non-Solicit | During employment and 2 years post-termination . |
| Severance (No Cause / Good Reason) | 1.5x base salary + target annual bonus (paid over 18 months) plus prior year unpaid bonus; partial acceleration of current year RSU tranche; performance award tranche remains eligible based on actual performance; subject to release and covenant compliance . |
| Change-in-Control Treatment | If terminated within 12 months following an approved transaction (as defined in 2020 plan), Term RSUs vest in full; performance award tranche eligibility per actual performance to next determination date; subject to release/covenants . |
| Death/Disability | Continued base salary for 1 year; prior year bonus; full vesting of Term RSUs; performance award tranche eligibility; subject to release (where applicable) . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since Jan 2022; member of Executive Committee . |
| Committee Roles | Executive Committee member alongside Executive Chairman Greg Maffei and director John C. Malone . |
| Independence Status | Management director (not independent); Board maintains majority independent directors and separates Chairman and CEO roles . |
| Executive Sessions | Independent directors hold regular executive sessions without management . |
| Board Meetings/Attendance | Eight Board meetings in 2024; four of nine directors attended the 2024 annual meeting (individual attendance not specified) . |
| Dual-Role Implications | CEO-director structure with separate Executive Chairman; governance highlights emphasize independent committee chairs and separation of roles to mitigate conflicts . |
| Director Compensation | CEO receives no separate director fees; director compensation applies to nonemployee directors only . |
Compensation Structure Analysis
- 2025 package increases guaranteed cash (base to $1.75m) and lifts bonus leverage (target 200%, max 300%), while introducing a large stock-price-linked long-term cash award ($15m target) and $6m time-based RSUs, indicating stronger retention emphasis and share-price alignment but higher cash commitments .
- 2024 pay strongly tied to operating performance: revenue shortfall zeroed half the bonus; Adjusted OIBDA beat drove a 62% payout of the other half; net effect was $483k bonus (39% of base) and 76% vest on annual RSUs, evidencing material at-risk pay .
- Clawback policy compliant with Dodd-Frank/Nasdaq; additional recoupment for misconduct and confidentiality breaches, reducing pay-for-performance risk .
- No tax gross-ups for perquisites; perqs limited (aircraft/housing policies relate to other executives), lowering shareholder-unfriendly features .
Risk Indicators & Red Flags
- Hedging policy: no formal restrictions on hedging/offset transactions for insiders disclosed, which investors often view as a governance risk area even if not indicative of actual hedging .
- Say-on-pay supported by a majority in 2024; annual say-on-pay frequency adopted, suggesting acceptable shareholder feedback on compensation program design .
- No material legal proceedings involving directors/executives in past 10 years; no known change-in-control arrangements tied to Rawlinson beyond standard severance and plan provisions .
Compensation Committee & Peer Benchmarking
- Compensation Committee: Chair Larry E. Romrell; members M. Ian G. Gilchrist and Andrea L. Wong; all independent; five meetings in 2024; uses independent consultants (FW Cook historically; Meridian for Rawlinson’s 2025 package) .
- Methodology: Benchmarks against comparable retailers/e-commerce and broader market data; emphasizes equity and performance-based pay, with governance around timing and no option grants in 2024 .
Performance & Track Record
| Measure | 2024 Result |
|---|---|
| Adjusted OIBDA | $1,145 million . |
| Net Income | $(1,250) million . |
| Strategic Execution | Transformation towards live social shopping; streaming users up 80% and minutes viewed up >20% in 2024; WIN growth plan launched . |
Equity Vesting & Upcoming Supply Considerations
| Item | Schedule/Amount |
|---|---|
| 2024 RSUs vested | 2,841,121 RSUs vested post-performance . |
| 2021 Term RSUs | Final 29% tranche vested Dec 10, 2024 . |
| 2025–2027 Term RSUs | $6m grant vests one‑third each on Dec 10, 2025/2026/2027 . |
| 2025–2027 Performance Award | Cash-based, 3 tranches with stock price hurdles; potential payouts at 50–200% of target . |
Director Compensation (for director role; not applicable to CEO)
- Rawlinson receives no separate director fees; director retainer and equity apply to nonemployee directors only .
Investment Implications
- Alignment and retention: 2025 agreement meaningfully tightens retention via a $2.25m retention bonus, multi-year RSUs, and stock-price-based long-term cash, balancing shareholder alignment with higher fixed commitments .
- Pay-for-performance integrity: 2024 bonus outcomes and RSU vesting demonstrate sensitivity to operating metrics (Revenue, Adjusted OIBDA), reinforcing incentive credibility .
- Dilution/supply watch: Significant RSU vesting in 2024 (2.84m) and scheduled RSU tranches through 2027 can create overhang; monitor Form 4 activity and planned sales around vesting dates .
- Governance: Separate Chair/CEO, independent committees, and clawbacks are positives; absence of hedging restrictions is a governance gap to monitor .
- Performance pivot: Strategic emphasis on social/streaming engagement yielded 2024 user growth, but financials show net losses; 2025 focus on capital structure and cost actions cited by leadership should be tracked for margin/FCF trajectory .