Rich Barton
About Richard N. Barton
Independent Class III director since December 2016 (age 57). Founder/operator across consumer internet: Expedia (founded within Microsoft; CEO/President 1999–2003), Zillow (CEO 2004–2010; CEO again 2019–Aug 2024; now Co‑Executive Chairman), and Glassdoor (Co‑founder; Non‑Executive Chairman 2007–2018). Current public boards include Zillow (Co‑Executive Chairman since Aug 2024) and Netflix (director since 2002). Committee: Nominating & Corporate Governance (member). The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow | Chief Executive Officer | Feb 2019 – Aug 2024 | Led product and marketplace strategy; transitioned to Co‑Executive Chairman thereafter |
| Zillow | Chief Executive Officer | Dec 2004 – Sep 2010 | Founded the platform; scaled consumer reach |
| Glassdoor | Non‑Executive Chairman | Jun 2007 – Jun 2018 | Governance oversight of jobs platform |
| Benchmark Capital | Venture Partner | 2005 – 2018 | Early‑stage tech investing experience |
| Expedia (spun out of Microsoft) | Founder; CEO/President | 1999 – 2003 | Built online travel marketplace post spin‑out |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zillow | Co‑Executive Chairman | Aug 2024 – present | Also a current board on which QVCGA’s Chair Gregory Maffei serves (interlock) |
| Netflix, Inc. | Director | 2002 – present | Long‑tenured governance experience |
| Altimeter Growth Corp. (SPAC) | Director | Sep 2020 – Dec 2021 | Former public board |
| Altimeter Growth Corp. 2 (SPAC) | Director | Jan 2021 – Mar 2022 | Former public board |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member); committee held 4 meetings in 2024; chair was Andrea L. Wong; members included Barton and Fiona P. Dias .
- Independence: Board determined Barton is independent under Nasdaq/SEC rules .
- Board structure and activity: Classified board; eight full Board meetings in 2024; independent director executive sessions held regularly without management .
- Tenure on QVC Group board: Director since 2016; standing for re‑election to serve through 2028 .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual retainer (cash) | $261,300 | $269,150 | Paid quarterly in arrears |
| Committee membership fee (Nominating & Corporate Governance) | $10,000 | $10,000 | Member (not Chair) |
| Committee chair fee (Nominating & Corporate Governance) | N/A | N/A | Chair fee would be $20,000, but Barton is not Chair |
| Meeting fees | Not disclosed | Not disclosed | No meeting fees program disclosed |
| Total fees earned (cash) | $271,300 | — | Sum of retainer and committee fee |
| Deferred compensation interest (above‑market accrual) | $17,821 | — | Plan frozen Dec 8, 2022; legacy accrual continues on prior deferrals |
- Equity grants: Due to share availability, non‑employee directors received no equity awards in 2024; equity plan expires May 21, 2025 .
- Stock ownership guidelines for directors were eliminated in Dec 2023 given move to all‑cash director fees .
Performance Compensation
| Program | Metric(s) | 2024 Outcome | Detail |
|---|---|---|---|
| Director equity awards | RSUs/Options | No new grants | Board suspended director equity awards since 2023 due to share availability |
| Cash performance pay | N/A | N/A | No performance‑based cash programs for directors disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Governance Consideration |
|---|---|---|---|
| Zillow | Co‑Executive Chairman | Gregory B. Maffei (QVCGA Chair) also serves on Zillow board | Potential information‑flow benefits; requires attention to conflicts management processes |
| Netflix | Director | No disclosed QVCGA director overlap | Independent external perspective |
Expertise & Qualifications
- Founder/operator of multiple consumer internet platforms; expertise launching and marketing internet‑based products to consumers .
- Technology and marketplace strategy credentials; venture investing experience via Benchmark .
- Public company governance experience across Zillow and Netflix .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership – QVCGA | 217,000 shares; less than 1% of series; negligible voting power | As of Jan 31, 2025; percent shown as “*” in proxy table |
| Beneficial ownership – QVCGB | 0 | — |
| Beneficial ownership – QVCGP | “**” (de minimis) | Trust holding: 1 QVCGP share via Barton Descendants’ Trust |
| Options outstanding – QVCGA | 141,955 | Director legacy options held as of Dec 31, 2024 |
| Deferred share units – QVCGA/QVCGP | None | No DSUs listed for Barton |
| Trust holdings | 66 QVCGA; 1 QVCGP | Barton Descendants’ Trust (investment power, not voting power) |
Insider Trades
| Period Queried | Form 4 Transactions | Notes |
|---|---|---|
| 2024-01-01 to 2025-11-20 | None found | Insider‑trades skill query for “Barton” on QVCGA returned no records in period (tool query output) |
Governance Assessment
- Strengths: Independent status; deep consumer internet and product/marketing expertise; service on Nominating & Corporate Governance aligns with board refresh/diversity criteria and governance oversight .
- Alignment: Modest direct share ownership and legacy options exist, but director equity grants have been suspended since 2023 and stock ownership guidelines eliminated in 2023, reducing equity alignment relative to cash retainer structure .
- Interlocks: Overlap with QVCGA Chair Gregory Maffei on Zillow’s board could raise perception of interlock; proper conflict management and recusal practices are important (no related‑party transactions involving the compensation committee in 2024 per governance highlights) .
- Engagement: Board met eight times in 2024; Nominating & Corporate Governance met four times; independent director executive sessions held regularly; individual director attendance not disclosed, limiting assessment of personal meeting engagement .
RED FLAGS to monitor: elimination of director stock ownership guidelines (lower equity alignment) ; board interlock at Zillow with Maffei (perception risk) . No Barton‑specific related‑party transactions disclosed in the proxy; compensation committee reported no interlocks or related‑party engagement in 2024 .