Fiona Dias
About Fiona P. Dias
Independent Class I director since December 2017; age 59. Serves on the Audit Committee and Nominating & Corporate Governance Committee. Brings extensive digital commerce and consumer marketing experience (ShopRunner CSO; GSI Commerce EVP Strategy & Marketing; senior marketing roles at Circuit City, PepsiCo, Pennzoil-Quaker State, and Procter & Gamble) . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Retail Consulting | Digital commerce consultant | Jan 2015 – present | Focus on digital commerce strategy |
| Independent | Digital commerce consultant | 2014 – present | Advises consumer and retail brands |
| ShopRunner | Chief Strategy Officer | Aug 2011 – Oct 2014 | Led strategy for online shopping service |
| GSI Commerce | EVP, Strategy & Marketing | Feb 2007 – Jun 2011 | Digital commerce solutions |
| Circuit City | EVP & CMO | Prior role (dates not disclosed) | Senior marketing leadership |
| PepsiCo; Pennzoil-Quaker State; Procter & Gamble | Senior marketing positions | Prior roles (dates not disclosed) | Consumer marketing |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anywhere Real Estate, Inc. (formerly Realogy) | Director | Jun 2013 – present | Not disclosed |
| Advance Auto Parts, Inc. | Director | Sep 2009 – May 2019 | Not disclosed |
| HSN, Inc. | Director | Jul 2016 – Dec 2017 | Not disclosed |
| Choice Hotels International, Inc. | Director | Nov 2004 – Apr 2012 | Not disclosed |
| Berkshire Grey Inc. | Director | Jul 2021 – Jul 2023 | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Ms. Dias is independent .
- Classification & term: Class I director; stands for election in 2026 .
- Committee assignments: Audit (member) and Nominating & Corporate Governance (member) .
- Committee activity: Audit Committee met 7 times in 2024; Ms. Dias co-signed the Audit Committee Report, indicating engagement. Nominating & Corporate Governance met 4 times in 2024 .
- Executive sessions: Independent directors meet in regular executive sessions without management .
- Board activity: Board met 8 times in 2024 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 7 | Audit Committee Report submitted by Gilchrist (Chair), Dias, Romrell |
| Nominating & Corporate Governance | Member | 4 | Oversees director nomination and governance guidelines |
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 261,300 | Standard 2024 director fee |
| Audit Committee member fee | 30,000 | Member fee (Chair would be $40,000) |
| Nominating & Corporate Governance member fee | 10,000 | Member fee (Chair would be $20,000) |
| All other compensation | 2,150 | Regular quarterly cash dividends on QVCGP to extent not in grant-date fair value |
| Total cash fees | 301,300 | Sum of retainer + committee fees |
| Total compensation | 303,450 | Cash fees + other compensation |
Policy changes:
- 2025 director cash retainer increased to $269,150; committee fees unchanged (Audit $30k member/$40k chair; Nominating $10k member/$20k chair) .
- No equity grants to nonemployee directors since 2023 due to share availability; director fees paid entirely in cash .
Performance Compensation
| Award Type | Series | Number | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock Units (converted from HSN DSUs) | QVCGA | 9,045 | Vests upon termination of Board service | Accrued dividend equivalent rights on special/common dividends |
| Restricted Stock Units (converted from HSN DSUs) | QVCGP | 269 | Vests upon termination of Board service | After Mar 17, 2025, accrues cash on QVCGP dividends (plan expiration) |
| Dividend Equivalent Rights | QVCGA | 11,993 | Vests with underlying RSUs | Accrued on special dividends |
| Deferred Share Units (aggregate) | QVCGA | 21,038 | Prior awards; reflects RSUs + DERs | No new director equity awards in 2024 |
| Stock Options | QVCGA | — | N/A | No options outstanding for Ms. Dias |
No director-specific performance metrics (e.g., revenue growth, TSR) are tied to her compensation; director pay is retainer plus committee fees, with legacy DSUs/RSUs from HSN; no 2024 director equity grants .
Other Directorships & Interlocks
- The company discloses no compensation committee interlocks or committee engagement in related party transactions in 2024, indicating low interlock risk on compensation governance .
- Ms. Dias is not listed on Liberty-related boards (media/broadband/travel holdings), reducing intra-group interlock exposure .
Expertise & Qualifications
- Digital commerce strategy, consumer marketing, and retail brand management expertise (ShopRunner, GSI Commerce, Circuit City, PepsiCo, Pennzoil-Quaker State, Procter & Gamble) .
- Governance experience via multiple public company boards in retail, hospitality, and technology-enabled logistics .
Equity Ownership
| Security | Beneficial Ownership (000s) | Percent of Series | Voting Power |
|---|---|---|---|
| QVCGA common | 128 | <1% | <1% |
| QVCGB common | — | — | — |
| QVCGP preferred (non-voting) | <1 (denoted “**”) | <1% | N/A (non-voting) |
- Equity awards/units outstanding: 21,038 QVCGA deferred share units; 269 QVCGP deferred units .
- No QVCGA options outstanding for Ms. Dias .
- Hedging/pledging: Company states it does not have practices or policies restricting hedging transactions by directors; no pledging arrangements known that could result in a change in control .
Governance Assessment
-
Strengths:
- Independent director with active roles on Audit and Nominating committees; co-authored Audit Committee Report, signaling engagement in financial oversight .
- Relevant digital commerce and consumer marketing expertise aligned with QVC Group’s live social shopping strategy .
-
Concerns and potential red flags:
- Alignment risk from cash-only director compensation since 2024 and elimination of director stock ownership guidelines (Dec 2023), reducing equity skin-in-the-game for nonemployee directors .
- No company policy restricting hedging of company stock by directors, which many investors view as misaligned with long-term shareholder interests .
- Company-level capital structure stress evidenced by pursuit of a reverse stock split to maintain Nasdaq listing (minimum bid price), which can signal governance and performance challenges affecting investor confidence; board indicates QVCGB may be delisted depending on ratio, further elevating risk context during her tenure .
Related-Party Transactions
- Policy: Any related-party transactions require Audit Committee or independent Board body approval under the Code of Business Conduct and Corporate Governance Guidelines .
- Disclosure: The proxy highlights no compensation committee interlocks or engagement in related party transactions during 2024; no specific related-party transactions involving Ms. Dias are disclosed .
Director Compensation Structure Analysis
- Mix: 2024 compensation entirely cash (retainer and committee fees), with legacy DSUs/RSUs from HSN; no new director equity awards since 2023 due to share availability constraints .
- Ownership guidelines: Eliminated in Dec 2023, reducing formal ownership alignment requirements for directors .
- Deferred plan: Nonemployee Director Deferred Compensation Plan frozen to new deferrals as of Dec 8, 2022; legacy deferrals continue to accrue interest at approximated 10-year debt cost (9.6875% for 2024) .
Signals for Stakeholders
- Audit engagement: Signed Audit Committee Report suggests hands-on oversight of financial reporting and auditor independence .
- Structural governance: Majority-independent board with independent committee chairs; regular executive sessions bolster oversight quality .
- Alignment watchpoints: Cash-only director compensation, absence of hedging restrictions, and no active stock ownership guidelines may dilute long-term alignment for nonemployee directors .