Greg Maffei
About Greg Maffei
Gregory B. Maffei, age 64, is Chairman of the Board of QVC Group, Inc. (QVCGA) and has served on the board since November 2005; he was President & CEO from 2006–2018 and became Executive Chairman in March 2018 . Under his leadership, QVC Group concluded “Project Athens,” expanded gross margin by 120 bps, reduced operating and SG&A expenses by 8% and 9%, and improved Adjusted OIBDA margin and free cash flow in 2024; QVC International delivered $275M operating income and +70 bps Adjusted OIBDA margin expansion . Company-level pay-versus-performance data show 2024 Net Income of $(1,250) million and Adjusted OIBDA of $1,145 million; reported Total Shareholder Return (TSR) indexing indicates QVCGA at 8.94 and QVCGB at 76.45 for 2024, with prior years also disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QVC Group, Inc. | CEO-Elect; President & CEO; Executive Chairman; Chairman of the Board | 2005–2006; 2006–2018; 2018–present; Chairman since 2018 | Led strategic planning and operations of large public companies; de-leveraging and capital allocation experience |
| Liberty Media | President & CEO | 2007–2024 | Oversaw portfolio strategy, capital markets, and governance across complex corporate structures |
| Liberty Broadband | President & CEO | 2014–2024 | Led broadband investments and corporate strategy |
| Atlanta Braves Holdings | President & CEO | 2022–2024 | Oversaw listed sports asset through separation/transition period |
| GCI Liberty | President & CEO | 2018–2020 | Led until combination with Liberty Broadband |
| LMAC (Liberty Media Acquisition Corp.) | President & CEO | 2020–2022 | Led SPAC strategy, then liquidation and dissolution |
| Oracle | President & Chief Financial Officer | Prior | Senior financial leadership at global software company |
| 360networks | Chairman, President & CEO | Prior | Led wholesale telecom carrier operations |
| Microsoft | Chief Financial Officer | Prior | Senior finance executive at global technology company |
External Roles
| Company | Role | Years |
|---|---|---|
| Live Nation Entertainment | Director; Chairman of the Board | 2011–present; Chair since 2013 |
| Liberty TripAdvisor Holdings | Director; Chairman of the Board | 2013–present; Chair since 2015 |
| Tripadvisor | Chairman of the Board | 2013–present |
| Charter Communications | Director | 2013–present |
| Zillow Group | Director | 2015–present |
| Sirius XM Holdings | Director; Chairman of the Board | 2009–present; Chair since 2013 |
Fixed Compensation
2024 QVC Group performance bonus components (QVCGA allocable share):
| Component | Target/Maximum | Actual Paid (QVC Group) |
|---|---|---|
| Individual Performance Bonus | Target portion of QVC Group bonus $2,040,000 | 75% = $1,530,000 |
| Corporate Performance (Financial Measures) | $1,020,000 portion | 66.67% = $680,000 |
| Corporate-Level Achievements | $340,000 portion | 90% = $306,000 |
| Total QVC Group Non-Equity Incentive | — | $2,516,000 |
Summary Compensation (QVC Group allocable amounts)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 390,000 | 330,000 | 300,000 |
| Stock Awards | 1,617,997 | 1,942,628 | 1,480,996 |
| Non-Equity Incentive | 2,442,050 | 2,767,600 | 2,516,000 |
| All Other Compensation | 241,534 | 73,182 | 126,056 |
| Total | 4,691,581 | 5,113,410 | 4,423,052 |
Additional structure notes:
- Employment agreement with Liberty Media (2019 Maffei Employment Agreement) set annual base salary at $3 million (no contracted increase), annual target cash bonus $17 million, upfront equity awards of $90 million (two tranches), and annual equity awards with aggregate target grant date fair value of $17.5 million; QVC Group’s allocable portion in 2024 was 10% .
- QVC Group target and maximum performance bonus allocations for 2024 were $1,700,000 and $3,400,000, respectively (reflecting 10% of the $17,000,000 target bonus) .
Perquisites:
- Personal use of corporate aircraft per Liberty Media letter agreements, with costs allocated/reimbursed; taxable income determined per SIFL; entitlement ended December 31, 2024; QVC Group reimbursed proportional costs .
- Occasional use of Liberty Media’s New York apartment with miscellaneous shipping/catering costs paid; costs allocated to QVC Group .
Performance Compensation
Annual and Multi-Year Equity
| Award | Grant Date | Instrument | Shares/Units | Performance Metric | Status | Vest/Value |
|---|---|---|---|---|---|---|
| 2024 Maffei RSUs | Mar 5, 2024 | Performance-based RSUs (QVCGB) | 295,608 | Committee-set strategic objectives (subjective/company initiatives) | Vested in full; value $854,307 at $2.89 close on Dec 31, 2024 | Dec 31, 2024; $854,307 |
| 2021 Maffei Restricted Share Award | Jun 3, 2021 | Time-based Restricted Shares (QVCGB) | 1,101,321 | 50% scheduled; remaining 50% contingent on new agreement by Dec 15, 2024 | Remaining 50% vested Dec 31, 2024 due to no new arrangement; value $1,591,410 | Dec 10 & Dec 31, 2024 |
Outstanding Equity Awards at FYE 2024 (Options)
| Series | Exercisable Options (#) | Unexercisable (#) | Strike ($/sh) | Expiration |
|---|---|---|---|---|
| QVCGA | 4,422,819 | — | 3.98 | 12/15/2026 |
| QVCGA | 1,309,581 | — | 8.84 | 12/10/2027 |
| QVCGB | 360,087 | — | 13.49 | 03/05/2025 |
| QVCGB | 46,671 | — | 8.76 | 03/06/2026 |
Stock Vested in 2024
| Series | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| QVCGB | 1,453,885 | 5,096,497 |
Program design:
- Annual equity under 2019 Agreement could be options or performance RSUs with “meaningful payout metrics” set annually to align with shareholder value creation; QVC Group granted $1.75M of performance RSUs to Maffei in 2024 (10% of the $17.5M annual equity grant capacity across service companies) .
- Key financial metrics used in pay-versus-performance disclosures: Revenue, Adjusted OIBDA, Free Cash Flow .
Equity Ownership & Alignment
Beneficial Ownership (as of Jan 31, 2025)
| Title of Series | Shares Beneficially Owned | Percent of Series (%) | Voting Power (%) |
|---|---|---|---|
| QVCGA | 5,732,400 | 1.4 | 18.2 (aggregate with QVCGB) |
| QVCGB | 8,345,664 | 89.4 | — |
| QVCGP (non-voting) | 181,624 | 1.4 | — |
Alignment and restrictions:
- Maffei Stock Exchange Agreement (Jun 3, 2021): transferred 5,378,308 QVCGA to QVCGB; subsequent exchange of 229,022 QVCGA for QVCGB; imposed a 20% aggregate voting power “Cap” through Dec 31, 2024, with exceptions; any excess voting power would be voted proportionately with unaffiliated stockholders .
- Maffei Call Agreement (effective Dec 6, 2024): company right to purchase “High Vote Stock” (currently QVCGB) upon Maffei’s death or via right of first refusal on proposed sales, priced at Low Vote stock market price (QVCGA) plus a 10% premium; restrictions on dispositions with exempt transfers .
- Hedging/Pledging: Company discloses no formal prohibitions on hedging transactions for officers/directors; no known pledges or arrangements that could result in a change in control .
- Stock ownership guidelines were eliminated in Dec 2023 due to share availability constraints and expectation of more cash-settled incentives .
Insider selling pressure indicators:
- Significant 2024 RSU vesting in QVCGB (1,453,885 shares) increased tradable supply; multiple option expirations between 2025–2027 could influence exercise behavior depending on market prices .
- High-vote QVCGB dispositions are constrained by the Maffei Call Agreement’s right of first refusal, potentially limiting free float/sale pathways for QVCGB .
Employment Terms
2019 Maffei Employment Agreement (Liberty Media) and QVC Group allocation:
- Term: Jan 1, 2020–Dec 31, 2024 .
- Compensation: Base salary $3,000,000; annual target cash bonus $17,000,000; upfront equity $90,000,000 (two tranches of service-company awards including QVCGA options); annual equity $17,500,000 target value per year .
- QVC Group Allocation: Compensation allocated across service companies by market cap and time allocation; QVC Group allocable portion was 10% in 2024 .
- Change-in-control/Severance: No severance upon stepping down Dec 31, 2024; waiver letter in 2021 canceled specified QVCGB options and granted QVCGB restricted shares; agreed not to treat certain events as “Change in Control” or “Good Reason” .
- Aircraft and perquisites: Personal flight time and cost reimbursements as described; proportional allocations to QVC Group; entitlement ended Dec 31, 2024; additional occasional apartment use .
Board Governance
- Role: Executive Chairman; member of Executive Committee (with John C. Malone and David Rawlinson II) .
- Independence: Board determined independent directors include Barton, Dias, Gilchrist, Romrell, Wong; Maffei is not listed as independent .
- Structure: Separate Chairman and CEO roles; independent chairs for Audit (Gilchrist), Compensation (Romrell), and Nominating & Corporate Governance (Wong) .
- Meetings: Eight full board meetings in 2024; executive sessions of independent directors held regularly; four of nine directors attended the 2024 annual meeting .
- Director fees: Maffei receives no director compensation from QVC Group; compensation is through employment arrangements and allocations described above .
Dual-role implications:
- The separation of Chair and CEO mitigates combined-role risks; however, Maffei’s substantial voting power (18.2% aggregate across QVCGA/QVCGB) and non-independence necessitate robust independent committee oversight and executive sessions, which are in place .
Performance & Track Record
Company-level outcomes in 2024:
- Project Athens concluded with improved Adjusted OIBDA margin and free cash flow; gross margin expanded 120 bps; operating and SG&A reduced 8% and 9%; streaming engagement up; credit profile improved with exchanges of 2027/2028 notes; new strategy to transform into live social shopping .
- Pay-versus-performance: 2024 Net Income $(1,250) million; Adjusted OIBDA $1,145 million; TSR indexing values disclosed for QVCGA and QVCGB .
Compensation Structure Analysis
- Mix: Significant at-risk and performance-based pay; annual equity structured as options or performance RSUs aligned to strategic objectives .
- Equity structure changes: Cancellation of older QVCGB options in 2021 replaced with QVCGB restricted shares; remainder of 2021 restricted shares accelerated at year-end 2024 due to no new arrangement by Dec 15, 2024 .
- Policies: Clawback provisions exist; no tax gross-ups on perquisites; no liberal share recycling; ownership guidelines eliminated given share availability constraints .
Related Party Transactions
- Services Agreement: Compensation allocated and reimbursed between QVC Group and Liberty Media; QVC Group paid/allocated portions of Maffei’s bonus and equity awards; proportional reimbursement for other executives .
- Stock Exchange and Call Agreements: Exchange into high-vote QVCGB and rights governing high-vote stock transfers to protect governance and control dynamics .
- Aircraft/apartment usage: Per Maffei agreements with Liberty Media and associated allocations to QVC Group .
Risk Indicators & Red Flags
- High concentration of high-vote QVCGB (89.4% of series) by Maffei; governance mitigants include call agreement and voting cap (through end-2024) .
- Hedging policy: No formal restrictions set by QVC Group; potential misalignment risk versus best-practice hedging prohibitions; company discloses no known pledging arrangements .
- Option expirations (2025–2027) could influence trading activity; significant 2024 RSU vesting increased tradable QVCGB supply .
Equity Ownership & Pay-Performance Linkage
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD Millions) | (2,532) | (94) | (1,250) |
| Adjusted OIBDA ($USD Millions) | 1,089 | 1,148 | 1,145 |
| TSR Index Value – QVCGA | 44.18 | 23.73 | 8.94 |
| TSR Index Value – QVCGB | — | 173.00 | 76.45 |
Investment Implications
- Alignment: Maffei’s large, long-dated option holdings and significant QVCGB ownership create strong alignment with equity value accretion; annual equity structured to strategic outcomes supports pay-for-performance .
- Governance/control: The Stock Exchange and Call Agreements, plus the prior 20% voting cap, manage control risk while preserving influence; independent committee leadership and executive sessions mitigate dual-role concerns .
- Trading signals: 2024 RSU vesting and 2025–2027 option expirations may affect supply/demand dynamics; call agreement constraints could limit QVCGB free float; monitor disclosures and Form 4s for any insider transactions around expirations/vesting .
- Performance lens: Despite Adjusted OIBDA stability (~$1.1B) and margin improvements, persistent GAAP losses and reverse-split dynamics warrant caution; compensation emphasizes transformation milestones and cash generation, suggesting management prioritizes sustainable FCF while navigating listing requirements and deleveraging .