Geoffrey Y. Yang
Director at WBD
Board
About Geoffrey Y. Yang
Independent Director at Warner Bros. Discovery since 2022; age 66. Education: Princeton University (BSE) and Stanford University (MBA). Founding partner at Redpoint Ventures with deep media, technology, and capital markets experience; serves on WBD’s Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redpoint Ventures | Founding Partner, Managing Director | Since 1999 | Led investments across media/tech; provides investor lens on risk, capital allocation, and growth |
| Institutional Venture Partners (IVP) | General Partner | 1987–1999 | Early-stage and growth VC investing in tech/media |
| Performance Health Sciences (Apeiron Life) | Founder, CEO, Director | Since Apr 2018 | Health services operating role; leadership and operating discipline |
| The Odds, LLC | Cofounder and CEO | Since 2022 | Seed-stage company leadership |
| Sake Ono, LLC | Cofounder, Director, former CEO | Since 2022 | Seed-stage company leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. | Director | Since 2011 | Public company governance in asset management |
| United States Olympic & Paralympic Foundation | Chair (since 2023), Vice Chair (2017–2022), Director (since 2013) | 2013–present | Philanthropic oversight and chair leadership |
| AT&T Inc. | Director (prior) | 2016–2022 | Sector experience and governance background |
| Liberty Media Acquisition Corporation | Director (prior) | 2021–2022 | SPAC governance and transaction experience |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee met 8 times in 2024 .
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Yang is listed as an Independent Director .
- Attendance and engagement: In 2024, all incumbent directors attended at least 90% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting. Independent directors participated in 100% of investor engagement meetings following the 2024 meeting .
- Board leadership: Independent Board Chair; independent committees (Audit, Compensation, Nominating & Corporate Governance). Executive sessions of independent directors at least twice yearly .
- Committee interlocks: Compensation Committee disclosed no interlocks or insider participation; none of its members were WBD officers/employees in 2024 .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Board cash retainer | $125,000 | Annual cash retainer for non-employee directors |
| Compensation Committee member retainer | $20,000 | Annual cash retainer for Compensation Committee members |
| Total cash (2024) | $145,000 | Sum of board and committee retainers for Yang |
| Annual RSU grant (2024) | $221,610 | Granted June 5, 2024 under Director Incentive Plan |
| Other compensation (2024) | $27,586 | Olympics hospitality program and associated tax reimbursements |
| Total (2024) | $394,196 | Fees + stock awards + other compensation |
Program changes for 2025: Cash retainers reduced to $105,000; annual equity grant increased to $240,000 to further align with stockholder interests .
Performance Compensation
Directors do not have performance-based cash or equity metrics; equity grants are time-based RSUs.
| Equity Award Detail | Data |
|---|---|
| 2024 grant date | June 5, 2024 |
| Award type | RSUs under 2005 Non-Employee Director Incentive Plan |
| Number of 2024 RSUs (unvested at 12/31/24) | 26,700 |
| Vesting | 100% on earlier of one-year from grant or date of 2025 Annual Meeting; service-based |
| Dividends | RSUs do not include dividend rights |
| Deferral | Directors may defer cash and/or equity; plan provides notional WBD stock option. Yang had 16,106 deferred RSUs/notional shares credited |
| Clawback | Company maintains a comprehensive clawback policy for cash/equity incentives upon certain restatements due to fraud/intentional misconduct |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Franklin Resources, Inc. | Director | No WBD-related transactions disclosed; independence affirmed by Board |
| AT&T Inc. (prior) | Director | Prior affiliation; Board specifically reviewed large distributor relationships and affirmed independence |
| Liberty Media Acquisition Corp. (prior) | Director | No related party transactions disclosed |
The proxy disclosed related commercial relationships with SoFi (Noto), Angi (Levin), and Wiz (Merchant); none involved Yang .
Expertise & Qualifications
- Media/technology investing; strategic transactions; risk management; capital markets; financial reporting .
- Brings an investor perspective to pay-for-performance and capital allocation oversight on Compensation Committee .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Shares owned | 149,361 | Includes personal holdings |
| Shares acquirable within 60 days | 26,700 | Reflects vest-eligible equity within 60 days |
| Total beneficial ownership | 176,061 | Less than 1% of shares outstanding (asterisk) |
| Deferred RSUs/notional shares | 16,106 | In deferred compensation accounts |
| Holdings via entities | 10,706 LP; 11,937 investment company; 35,653 family trust | Detail of indirect holdings; Yang trustee for family trust |
| Pledged/hedged shares | None disclosed for Yang | Pledges disclosed for Dr. Malone; no pledge note for Yang |
| Ownership guidelines | 5x annual cash retainer; compliance within 5 years | All directors had met or were on track as of 12/31/24 |
Shares outstanding for voting reference: 2,473,835,609 as of April 4, 2025; Yang’s beneficial stake is below 1% per proxy table .
Governance Assessment
- Strengths: Independent director with relevant media/tech investing expertise; active Compensation Committee member; Board reported robust stockholder engagement and enhanced pay-for-performance alignment (annual bonus formula tightened; PRSU relative TSR modifier strengthened; elimination of supplemental PRSUs from 2026) .
- Attendance and engagement: Met ≥90% attendance threshold; independent directors participated in 100% of engagement meetings, supporting board accountability and responsiveness .
- Alignment: Director stock ownership policy (5x cash retainer) and increased equity weighting for directors in 2025 improve alignment; Yang’s RSU holdings and deferred shares support long-term exposure .
- Conflicts/red flags: No related-party transactions or pledging disclosed for Yang; Compensation Committee explicitly reports no interlocks/insider participation. No hedging concerns identified under insider trading policy coverage of directors .
- Investor signals: 2024 Say-on-Pay passed but with significant opposition; Compensation Committee (including Yang) implemented program changes for 2025–2026—positive responsiveness to shareholder feedback .