Evan Malone
About Evan D. Malone
Independent-minded applied scientist and entrepreneur; Director since August 2008; Age 54. Brings an applied science and engineering perspective from leadership of NextFab Studio and prior technical work at Fermi National Accelerator Laboratory. Not classified as an independent director and is the son of current director John C. Malone, a disclosed family relationship relevant to governance independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextFab Studio, LLC | President | Since June 2009 | Leads manufacturing-related technical training, product development, and business acceleration; informs board on technology and operations |
| 1525 South Street LLC | Owner & Manager | Since January 2008 | Real estate stewardship; entrepreneurial perspective |
| Fermi National Accelerator Laboratory | Applied Physics Technician | 1999–2001 | Technical rigor and scientific problem-solving |
| NextFab Foundation (IRS 501(c)(3)) | Director & President | Since November 2016 | Community impact; technology education in distressed communities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Media | Director | Since September 2011 | Cross-board exposure in Liberty complex; potential interlock context |
| Sirius XM Holdings Inc. | Director | Since May 2013 | Consumer/media expertise |
Board Governance
- Classification and term: Class I director; term expires at the 2026 annual meeting .
- Committee assignments: None currently indicated; not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence status: Board’s independent directors are Barton, Dias, Gilchrist, Romrell, Wong; Evan D. Malone is not listed as independent and has a disclosed family relationship with John C. Malone .
- Board activity: Eight meetings in 2024; independent director executive sessions held without management; four of nine directors attended the 2024 annual meeting (individual attendance not disclosed) .
Fixed Compensation
| Component | 2024 | 2025 Policy |
|---|---|---|
| Annual director cash fee | $261,300 | $269,150 |
| Audit Committee – Member | $30,000 (fee schedule; not received by Evan) | $30,000 |
| Audit Committee – Chair | $40,000 (fee schedule; not applicable to Evan) | $40,000 |
| Compensation Committee – Member | $10,000 (fee schedule; not received by Evan) | $10,000 |
| Compensation Committee – Chair | $20,000 (fee schedule; not applicable to Evan) | $20,000 |
| Nominating & Governance – Member | $10,000 (fee schedule; not received by Evan) | $10,000 |
| Nominating & Governance – Chair | $20,000 (fee schedule; not applicable to Evan) | $20,000 |
| Meeting fees | Not disclosed | Not disclosed |
| Charitable match (PAC donation) | Up to $10,000 match available to any director | Up to $10,000 |
Notes:
- Director fees payable quarterly in arrears .
- Director deferred compensation plan was frozen December 8, 2022; Evan has no above-market interest earnings disclosed for 2024 .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Annual equity grants to nonemployee directors (RSUs/options) | None (share availability constraints) | None (share availability constraints) |
| Director stock ownership guidelines | Eliminated (December 2023) | Eliminated |
| Performance metrics tied to director pay | Not applicable | Not applicable |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Liberty Media | Director | Not disclosed | Liberty ecosystem cross-board service; however, no compensation committee interlocks or compensation committee engagement in related-party transactions in 2024 were reported |
| Sirius XM | Director | Not disclosed | External media oversight |
Expertise & Qualifications
- Applied science and engineering perspective; assists with technology strategy and adaptation in QVC Group’s industries .
- Entrepreneurial leadership in advanced manufacturing (NextFab); informs product development and operational innovation .
Equity Ownership
| Title of Series | Beneficial Ownership (Shares) | Percent of Series | Voting Power | Notes |
|---|---|---|---|---|
| QVCGA (Series A common) | 446,000 | <1% (“*”) | <1% (“*”) | Includes trust shares managed by independent trustee and Evan D. Malone as beneficiary (291,314 QVCGA) |
| QVCGP (8% Series A Cumulative Redeemable Preferred) | 10,000 | <1% (“*”) | N/A | Includes trust shares (7,944 QVCGP) referenced in footnote |
Additional ownership and alignment details:
- No outstanding director equity awards (options/DSUs) listed for Evan as of year-end 2024 .
- Stock ownership guidelines for directors were eliminated in December 2023 due to share availability and shift to cash fees .
- No pledging or hedging by Evan specifically disclosed; hedging disclosure policy exists at the company level .
Governance Assessment
- Independence and conflicts: Evan is not an independent director, with a disclosed family relationship to John C. Malone; cross-board roles within the Liberty ecosystem require ongoing monitoring for related-party influence and strategic interlocks. Governance mitigants include independent chairs for key committees and explicit disclosure of related-party arrangements (e.g., Malone trusts) .
- Committee effectiveness: Evan holds no committee assignments; oversight is concentrated among independent directors (Audit chair: Gilchrist; Compensation chair: Romrell; Nominating chair: Wong, retiring), with plans to fill vacancies promptly after Wong’s departure .
- Pay and alignment signals: Directors have been paid entirely in cash since 2024, with equity grants suspended due to share availability; director stock ownership guidelines eliminated in December 2023. This reduces equity-based alignment and is a governance caution for investor alignment until equity programs are reinstated .
- Board engagement: Eight board meetings in 2024; independent executive sessions held; however, individual attendance is not disclosed (four of nine attended the 2024 annual meeting), limiting investor insight into director engagement .
- Shareholder sentiment: 2025 say‑on‑pay proposal approved; strong support across meeting items (reverse split, auditors, say‑on‑pay), indicating current investor confidence despite restructuring and listing compliance actions .
Say‑On‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑pay (2025 Annual Meeting) | 269,705,162 | 45,059,549 | 4,493,377 | 79,420,242 |
| Reverse Stock Split | 387,456,389 | 10,279,594 | 942,347 | – |
| Auditors Ratification (KPMG LLP) | 389,861,607 | 7,819,474 | 997,249 | – |
| Director Elections (Class III) – Barton | 206,399,108 | 112,858,980 | – | 79,420,242 |
| Director Elections (Class III) – Gilchrist | 285,741,233 | 33,516,855 | – | 79,420,242 |
Director Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $261,300 |
| Stock Awards | $0 (no grants to directors in 2024) |
| Change in Pension Value / Deferred Comp Earnings | $0 (no above‑market earnings disclosed for Evan) |
| All Other Compensation | $0 |
| Total | $261,300 |
Policy notes:
- Committee fee schedule (member/chair) unchanged in 2025; applies only if appointed .
- Director deferred compensation plan frozen effective December 8, 2022 .
- Matching donations policy for PAC contributions remains available .
Board Governance Notes
- Board to shrink from nine to seven directors after the 2025 meeting; vacancies on Compensation and Nominating & Governance committees (due to Wong’s retirement) will be filled promptly per governing documents .
- Independent oversight maintained with independent chairs across key committees; Audit Committee met seven times in 2024; Compensation Committee met five times; Nominating & Governance met four times .
Related‑Party Transactions & Exposure
- Trust holdings: Evan is beneficiary of a trust managed by an independent trustee holding 291,314 QVCGA and 7,944 QVCGP shares; John C. Malone retains asset substitution rights but disclaims beneficial ownership, highlighting governance attention to family trusts and voting dynamics .
- Services and arrangements disclosed primarily concern John C. Malone and Gregory B. Maffei (aircraft, services agreements), with no 2024 related‑party transaction engagements by the Compensation Committee and no director‑level related‑party transactions attributed to Evan .
Equity Ownership & Alignment Commentary
- Cash‑only director compensation since 2024 and elimination of director stock ownership guidelines (Dec 2023) reduce automatic equity alignment; reinstatement of director equity programs (post share availability constraints) would improve board‑investor alignment .
- No pledging by Evan disclosed; hedging policy exists at company level with disclosure framework .
Summary RED FLAGS
- Not independent; family relationship with a significant long‑tenured director (John C. Malone) .
- Cash‑only board pay and elimination of stock ownership guidelines reduce equity alignment .
- Lack of individual attendance disclosure limits visibility into engagement .
Appendix: Committee Structure (for context)
- Audit Committee: Chair M. Ian G. Gilchrist; Members Fiona P. Dias, Larry E. Romrell; seven meetings in 2024 .
- Compensation Committee: Chair Larry E. Romrell; Members M. Ian G. Gilchrist, Andrea L. Wong; five meetings in 2024 .
- Nominating & Corporate Governance: Chair Andrea L. Wong; Members Richard N. Barton, Fiona P. Dias; four meetings in 2024 .