Kenneth W. Lowe

About Kenneth W. Lowe

Independent director at Warner Bros. Discovery (WBD); age 75. Director since 2018–2022 and rejoined in 2023; serves on Audit and Compensation Committees and is designated an Audit Committee Financial Expert under SEC rules. Education: BA, University of North Carolina at Chapel Hill . Independence affirmed; WBD reports 12 of 13 directors are independent and committees are fully independent .

Past Roles

Organization	Role	Tenure	Committees/Impact
Scripps Networks Interactive, Inc.	Chairman, President & CEO	2008–2018 (until merger with Discovery)	Built content and lifestyle brands; integrated and grew global media operations
The E.W. Scripps Company	President & CEO	2000–2008	Strategic and operational leadership of diversified media company
Scripps Networks	Chairman, CEO and other roles	1980–2000	Brand-building and network expansion

External Roles

Category	Details
Current public company boards	None
Prior public company boards (past five years)	None

Board Governance

Committee memberships: Audit Committee (member), Compensation Committee (member) .
Audit Chair: Paula A. Price; meetings held in 2024: 7 .
Compensation Chair: Paul A. Gould; meetings held in 2024: 8 .
Attendance: Board and committees held 38 meetings in 2024; all incumbent directors attended at least 90% of their scheduled Board and committee meetings; all directors attended the 2024 Annual Meeting .
Financial expertise: Lowe qualifies as an “Audit Committee Financial Expert” .
Board leadership: Independent Board Chair (Samuel A. Di Piazza, Jr.) with CEO and Chair roles separated .
Related-party transactions oversight: Nominating & Corporate Governance Committee reviews and approves any Item 404 transactions; no Lowe-specific related party transactions disclosed .

Fixed Compensation

Component (2024)	Amount	Notes
Fees Earned or Paid in Cash	$165,000	Reflects Board and committee retainers
Perquisites	$27,551	Olympics Hospitality Program: $19,206; tax reimbursement associated with program: $8,345
Meeting Fees	None	Cash compensation consists solely of annual retainers; paid quarterly
Director Stock Ownership Guideline	5x cash retainer	Required within five years of joining Board; all directors reached or are on track

Changes for 2025: Board member annual cash retainer reduced to $105,000 (from $125,000); annual RSU grant increased to $240,000 (from $220,000); no change to committee retainers—Audit member $20,000; Compensation member $20,000; Audit Chair $40,000; Compensation Chair $35,000; Nominating member $10,000; Chair $25,000 .

Performance Compensation

Equity Grant (2024)	Grant Date	Grant Value	RSUs Granted	Vesting	Dividends	Deferral
Annual RSU	June 5, 2024	$221,610	26,700	100% on earlier of one-year anniversary or 2025 Annual Meeting; continued service required
Policy notes	—	—	—	Board capped individual director annual equity grant at $750,000	RSUs do not include cash dividend rights	Some directors may defer; Lowe not listed among 2024 deferrals

2025 program targets: Board member annual equity grant set at $240,000; equity granted as RSUs under the Non-Employee Director Incentive Plan .

Other Directorships & Interlocks

Compensation Committee interlocks: None; no member was an officer or employee in 2024, and no executive officer of WBD served on another entity’s board/comp committee that would create an interlock .

Expertise & Qualifications

Senior operating track record building content and lifestyle brands; integrating and growing global media companies (Scripps Networks/E.W. Scripps) .
Prior tenure on Discovery’s board through the Scripps Networks acquisition provides institutional perspective amid WarnerMedia integration .
Audit Committee Financial Expert designation underscores accounting/finance oversight capability .

Equity Ownership

Measure	Amount	As-of	Notes
Shares owned	1,050,341	April 4, 2025	Direct ownership
Shares acquirable within 60 days	27,493	April 4, 2025	Counted for individual beneficial ownership
Total beneficial ownership	1,077,834	April 4, 2025	Less than 1% of shares outstanding
Unvested RSUs (12/31/2024)	26,700	Dec 31, 2024	From 2024 grant
Ownership guideline compliance	In compliance or on track	Policy requires 5x cash retainer within five years

Governance Assessment

Strengths and signals:
- Independent director with deep content/media operating experience; designated Audit Committee Financial Expert—supports board effectiveness in financial oversight .
- High engagement: ≥90% attendance in 2024 across Board/committees; extensive meeting cadence (38 total) .
- Compensation governance responsiveness: Significant opposition in 2024 Say-on-Pay led to stockholder outreach and program enhancements; Lowe signed the Compensation Committee report and letter, indicating direct engagement in pay reforms .
- Alignment improvements: 2025 shift from cash to equity for directors (cash down $20,000; equity up $20,000) enhances shareholder alignment .
Potential risks and red flags:
- Perquisites and tax reimbursement: Olympics Hospitality Program and associated tax reimbursements for non-employee directors (Lowe: $19,206 program cost; $8,345 tax reimbursement) may be viewed as shareholder-unfriendly perks and tax gross-up-like treatment .
- Related-party transactions: None disclosed for Lowe; policy oversight resides with Nominating & Corporate Governance Committee, which approved several transactions involving other directors; continued monitoring warranted to avoid interlocks/conflicts .
Independence and conflicts:
- Audit and Compensation Committees fully independent; no interlocks in 2024; Lowe is not disclosed in any related-person transaction—supports investor confidence in his independence .
Ownership alignment:
- Material personal stake (1,077,834 total beneficial shares) and compliance with stock ownership guidelines; RSU-based pay without dividends aligns director incentives with long-term equity performance .