Ian Gilchrist
About M. Ian G. Gilchrist
Independent director at QVC Group, Inc. (QVCGA) since 2009; age 75. Gilchrist is Audit Committee Chair and a member of the Compensation Committee, and the Board has designated him an “audit committee financial expert.” He brings 32 years of investment banking experience focused on media and telecommunications, providing significant financial expertise and sector perspective to the board .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Trine Acquisition Corp. (SPAC) | Director and President | Mar 2019 – Dec 2020 | SPAC leadership; transaction execution experience |
| Citigroup / Salomon Brothers | Managing Director and other officer roles | 1995 – 2008 | Capital markets and advisory experience |
| CS First Boston | Officer | 1988 – 1995 | Investment banking (media/telecom) |
| Blyth Eastman Paine Webber | Investment banker | 1982 – 1988 | Investment banking |
| Warburg Paribas Becker | Vice President | 1976 – 1982 | Investment banking |
| Venture capital / investment analyst | Various | Prior to 1976 | Early-stage investing and analysis |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Media Corporation | Director | Sep 2011 – present | Ongoing public company directorship |
| Ackerley Communications, Inc. | Director (former) | 1995 – 2000 | Former public company directorship |
| Trine Acquisition Corp. | Director (former) | Mar 2019 – Dec 2020 | Former SPAC directorship |
Board Governance
| Governance Area | Details |
|---|---|
| Independence status | Board determined Gilchrist is independent under Nasdaq/SEC rules |
| Committees | Audit (Chair); Compensation (Member) |
| Financial expert | Board-designated Audit Committee “financial expert” |
| 2024 meetings | Board: 8 meetings; Audit: 7; Compensation: 5; Nominating & Governance: 4 |
| Executive sessions | Independent directors hold executive sessions without management |
| Election result (2025 AGM) | Re-elected: For 285,741,233; Withheld 33,516,855; Broker non-votes 79,420,242 |
| Say‑on‑Pay (2025 AGM) | Approved: For 269,705,162; Against 45,059,549; Abstain 4,493,377; Broker non-votes 79,420,242 |
Fixed Compensation
| Component | 2024 Amount (USD) | Basis/Notes |
|---|---|---|
| Annual director fee | 261,300 | 2024 cash retainer |
| Audit Committee Chair fee | 40,000 | Chair premium |
| Compensation Committee member fee | 10,000 | Member fee |
| Total director compensation (2024) | 311,300 | Reported in Director Compensation Table |
| 2025 annual director fee | 269,150 | Increased 2025 retainer |
Key policy points:
- No director equity awards have been granted since 2023 due to share availability; beginning in 2024, all director fees are paid in cash (reduces equity alignment) .
- Director deferred compensation plan was frozen as of Dec 8, 2022; no new deferrals for 2023+; prior deferrals accrue interest per plan terms .
Performance Compensation
| Element | Detail |
|---|---|
| Annual equity grant (2024) | None (no director equity awards since 2023) |
| Outstanding director equity (as of 12/31/24) | Stock options: 114,757 (QVCGA) for Gilchrist; no deferred share units disclosed for him |
| Performance metrics | Not applicable to nonemployee director compensation; structure is retainer/committee fees with no performance-linked measures |
Other Directorships & Interlocks
- Liberty Media directorship: Ongoing role may create perceived interlocks given the historical services relationship between Liberty Media and QVC Group (the company disclosed a transition of services away from Liberty Media to QVC management in 2025) .
- The proxy states there were no compensation committee interlocks or compensation committee engagement in related party transactions in 2024 (Gilchrist served on the committee) .
Expertise & Qualifications
- Sector expertise: 32 years in media and telecommunications investment banking; provides significant financial and industry expertise .
- Audit oversight: Audit Committee Chair; SEC-designated audit committee financial expert .
- Capital markets/M&A: Senior roles at major investment banks; SPAC leadership experience .
Equity Ownership
| Holder | Security | Beneficial Ownership | Percent of Series | Notes |
|---|---|---|---|---|
| M. Ian G. Gilchrist | QVCGA (Series A common) | 201,000 shares | * (<1%) | As of record date; includes exercisable equity per methodology |
| QVCGB (Series B common) | — | — | No holdings disclosed | |
| QVCGP (8% Preferred) | — | — | No holdings disclosed | |
| Options (QVCGA) | 114,757 | — | Outstanding as of 12/31/24 |
Alignment policies:
- Director stock ownership guidelines were eliminated in Dec 2023 due to share availability and shift to all‑cash director fees (reduces formal ownership requirement) .
- Insider Trading Policy is in place and filed as an exhibit to the 2024 Form 10‑K; hedging disclosure is included in the proxy’s security ownership section .
Related‑Party / Conflict Review
- Family relationships: None disclosed for Gilchrist; Board notes no material legal proceedings for directors in past 10 years .
- Compensation Committee conflicts: “No compensation committee interlocks or compensation committee engagement in related party transactions in 2024” (committee included Gilchrist) .
- Liberty Media services transition: Company disclosed in Mar 2025 that corporate services previously provided by Liberty Media are transitioning to QVC management (context for assessing potential interlocks given Gilchrist’s Liberty Media directorship) .
Insider Trades
| Period Reviewed | Result |
|---|---|
| 2024-01-01 to 2025-11-20 | No Form 4 transactions by “Gilchrist” at QVCGA found via insider‑trades tool query (person filter “Gilchrist”). |
Governance Assessment
-
Strengths
- Longstanding independent director with deep financial expertise; Audit Chair and SEC‑recognized financial expert support board oversight of financial reporting and risk .
- Clear committee structure and activity level (Audit 7 meetings; Compensation 5; Board 8 in 2024) demonstrates engagement .
- Strong shareholder support in 2025 re‑election (85.0% For of votes cast excluding broker non‑votes) and Say‑on‑Pay approval signal investor confidence .
-
Watch items / potential red flags
- Director equity/alignment: No director equity grants since 2023 and elimination of director ownership guidelines in Dec 2023 shift compensation toward all‑cash, reducing long‑term alignment incentives for directors .
- Interlocks perception: Concurrent Liberty Media board service amid the company’s transition away from Liberty Media‑provided services requires continued vigilance on conflict management (though the proxy reports no compensation committee interlocks/related‑party involvement in 2024) .
-
Signals to monitor
- Any reinstatement of director equity grants post 2025 incentive plan expiry (2020 plan expires May 21, 2025) and/or adoption of refreshed ownership guidelines for nonemployee directors to bolster alignment .
- Related‑party disclosures in future filings as the Liberty Media services transition completes .
Notes: All facts and figures are sourced from QVC Group, Inc.’s 2025 DEF 14A and 2025 8‑K filings as cited. Voting outcomes reflect the May 12, 2025 annual meeting .