Roger Meltzer
About Roger Meltzer
Roger Meltzer is an independent director appointed to QVC Group, Inc. (QVCGA) on June 20, 2025, with a Class I term expiring at the 2026 annual meeting. He is a veteran M&A and restructuring lawyer and former Global Co‑Chairman of DLA Piper, with prior board experience across SPACs and operating companies. Education includes a J.D. from NYU School of Law and an A.B. from Harvard College. Age was reported as 72 at his November 2023 appointment to Audacy’s board; QVCGA’s June 2025 8‑K confirms his independence and “disinterested” status for strategic/financial alternatives work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper LLP | Global Co‑Chairman (Chairman Emeritus currently); Americas Co‑Chairman; Office of the Chair | 2007–present (various roles since 2007) | Led global corporate finance practice; senior governance leadership at a top law firm |
| Cahill Gordon & Reindel LLP | Partner; Exec. Committee Member; Co‑Administrative & Hiring Partner | 1977–2007 | Senior firm leadership (Exec. Committee 1987–2007) |
External Roles
| Company | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Audacy, Inc. | Independent Director; Chair & sole member, Special Review Committee | Appointed Nov 7, 2023 | Oversight of restructuring alternatives; additional fee $28,334/month for special committee |
| Haymaker Acquisition Corp. 4 (HYAC IV) | Director | As of Mar 14, 2025 | Public company SPAC directorship (10‑K signature) |
| LifeWallet (MSP Recovery) (LIFW) | Director | Elected May 27, 2022 | Audit Committee member post‑combination |
| Haymaker Acquisition Corp. III (HYAC) | Director; Audit Committee member | Since Feb 2021 | SPAC board role |
| Lionheart III & Lionheart IV | Director | Ongoing | SPAC ecosystem directorships |
| Nordic Aviation Capital subsidiaries | Director | Since Dec 2021 | Board service during Chapter 11 restructuring period |
| Hain Celestial Group, Inc. | Former Director | Dec 2000 – Feb 2020 | Long‑tenured CPG board experience |
| Coinmach Service Corporation | Former Director | Dec 2009 – Jun 2013 | Former public company director |
| Ubicquia LLC (private) | Director | Since Feb 2021 | Private company board |
Board Governance
- Independence and class/term: Independent; Class I director; term expires at 2026 annual meeting .
- Special assignments: Appointed, with Carol Flaton, to a special committee of the Board to consider strategic and/or financial alternatives; Board determined both are “disinterested” under Delaware law for these matters .
- Committees at QVCGA: Audit Committee member; Compensation Committee Chair (Audit chaired by M. Ian G. Gilchrist) .
- Committee operations context (2024): Audit (7 meetings; Gilchrist as audit committee financial expert); Compensation (5 meetings); Nominating & Corporate Governance (4 meetings). The Board met 8 times in 2024. Meltzer joined in 2025; 2024 attendance does not apply to him .
Fixed Compensation
| Component | Amount | Period/Terms | Source |
|---|---|---|---|
| Disinterested Director Monthly Cash Fee | $50,000 per month | Paid for duration of Board service under Letter Agreement; post‑service per‑diem support reimbursable; will not receive compensation under standard nonemployee director program | |
| Indemnification | Standard form | Company will enter standard Indemnification Agreement | |
| Standard Nonemployee Director Fees (context) | $269,150 annual cash retainer (2025) | Committees: Audit member $30,000 (Chair $40,000); Comp. member $10,000 (Chair $20,000); N&CG member $10,000 (Chair $20,000). Director fees payable quarterly. QVCGA has not granted director equity since 2023 due to share availability |
Note: Meltzer’s Letter Agreement explicitly replaces the standard nonemployee director compensation during his service; he will not receive equity or standard program fees while the Letter Agreement is in effect .
Performance Compensation
- No performance‑based compensation disclosed for QVCGA nonemployee directors in 2024–2025; director equity awards have been suspended since 2023 due to share availability, and stock ownership guidelines were eliminated in December 2023. Meltzer’s compensation is all cash under the Letter Agreement during his service .
Other Directorships & Interlocks
| Company | Industry/Type | Role/Committee | Potential Interlock/Relevance |
|---|---|---|---|
| Audacy, Inc. | Media/Radio | Independent Director; Chair, Special Review Committee | Restructuring oversight experience; no related‑party ties per Audacy 8‑K |
| HYAC IV | SPAC | Director | Capital markets/SPAC governance; no QVCGA conflict disclosed |
| LifeWallet (LIFW) | Healthcare claims tech | Director; Audit Committee member | Compliance/financial reporting experience |
| HYAC III; Lionheart III/IV | SPACs | Director | SPAC lifecycle experience |
No related‑party transactions with QVCGA requiring disclosure were identified for Meltzer; QVCGA’s 8‑K states none under Item 404(a) and affirms his independence and “disinterested” status .
Expertise & Qualifications
- Legal/Governance: Decades as senior leader at DLA Piper (Global Co‑Chairman; Chairman Emeritus), specializing in corporate finance and cross‑border transactions; prior 30‑year tenure at Cahill Gordon & Reindel with executive leadership roles .
- Restructuring/Special Committees: Chairs Audacy’s Special Review Committee focused on restructuring; designated as a “disinterested” director at QVCGA for strategic/financial alternatives .
- Education: J.D., NYU School of Law; A.B., Harvard College .
Equity Ownership
- Beneficial ownership at QVCGA: Not disclosed for Meltzer in the March 2025 proxy (appointment occurred after the DEF 14A). No equity awards granted to directors since 2023 due to share availability; stock ownership guidelines for directors were eliminated in December 2023. Meltzer will not receive equity under the Letter Agreement .
- Pledging/Hedging: No disclosures specific to Meltzer in QVCGA filings reviewed .
- Insider transactions: No QVCGA‑specific director ownership or Form 4 data were disclosed in the cited materials. QVCGA will enter its standard Indemnification Agreement with Meltzer .
Governance Assessment
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Strengths
- Independence and disinterested designation: Board formally determined Meltzer is independent and “disinterested” for evaluating strategic and financial alternatives—important where conflicts can arise in restructuring or transaction processes .
- Relevant expertise: Deep legal, restructuring, and special committee experience; current chair of a restructuring Special Review Committee at Audacy, signaling readiness for complex capital structure decisions at QVCGA .
- Committee leadership: Immediate appointment as Compensation Committee Chair and Audit Committee member suggests confidence in his governance rigor and financial oversight .
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Risks and Potential Red Flags
- All‑cash director compensation under special Letter Agreement: $50,000/month (outside standard nonemployee director program) reduces equity alignment and is materially higher than standard director retainers; however, it reflects “disinterested” service focused on strategic/financial alternatives with post‑service support provisions .
- No director equity grants since 2023 and elimination of stock ownership guidelines (Dec 2023) reduce director “skin‑in‑the‑game” alignment; this is a board‑wide issue, not specific to Meltzer .
- Elevated transaction/restructuring posture: Formation of a special committee for alternatives underscores ongoing strategic pressure; independence safeguards are present, but outcomes can be value‑sensitive .
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Attendance/Engagement Note
- The Board met 8 times in 2024; Audit, Compensation, and N&CG met 7/5/4 times respectively. Meltzer joined in 2025; attendance metrics will be assessable in the next proxy cycle .
Appendix: QVCGA Board & Director Compensation Context
| Item | Detail | Source |
|---|---|---|
| Board Meetings (2024) | 8 full Board meetings; 4 directors attended 2024 annual meeting | |
| Audit Committee (2024) | 7 meetings; Chair M. Ian G. Gilchrist; Gilchrist is audit committee financial expert | |
| Compensation Committee (2024) | 5 meetings; chaired by Larry E. Romrell (resigned Jun 20, 2025) | |
| N&CG Committee (2024) | 4 meetings; chaired by Andrea L. Wong (not standing for re‑election) | |
| Standard Director Fees (2025) | $269,150 cash retainer; committee fees as listed above; no director equity since 2023; ownership guidelines eliminated Dec 2023 |
Sources:
- QVCGA DEF 14A (Mar 28, 2025)
- QVCGA 8‑K (Jun 20, 2025) appointing Meltzer and Flaton; committees; Letter Agreements; independence/disinterested status
- Audacy, Inc. 8‑K (Nov 8, 2023) appointing Meltzer; Special Review Committee and compensation
- LIFW (MSP Recovery/LifeWallet) 8‑K (May 27, 2022) board and committee appointments
- LCAP/LIFW S‑4/A biographical disclosures (2021–2022)
- HYAC IV 10‑K signatures (Mar 14, 2025) showing Meltzer as director