LBRDK DEF 14A

Our Defining Attributes

FORWARD-LOOKING

We take advantage of the benefits and minimize the risks associated with the digital transition in the industries in which we invest.

NIMBLE

We structure our team to allow us to move quickly when opportunities arise, and we can be creative in our deal structures.

FINANCIALLY SOPHISTICATED

We have experience in mergers, divestitures, investing, capital deployment, credit analysis and setting capital structures.

LONG-TERM FOCUSED

We take a long-term, strategic view in our operating businesses and are less concerned with short-term bouts of volatility.

STOCKHOLDER CENTRIC

We think like owners and are focused on long-term gains rather than short-term results. The compensation structure of our management team is closely tied to the long-term performance of our stock.

Liberty Broadband Corp (LBRDK)

DEF 14A 2025-03-28 For: 2025-05-12

View Original

Added on June 12, 2026


MEETING DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
May 12, 2025, at 10:45 a.m. MT	You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LBRD2025	5:00 p.m., New York City time, on March 24, 2025

PROPOSAL		BOARD RECOMMENDATION	PAGES
1	A proposal (which we refer to as the election of directors proposal) to elect Richard R. Green and Sue Ann R. Hamilton to continue serving as Class II members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal.	FOR each director nominee	13-21
2	A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2025.	FOR	32-33
	You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

	WHO MAY VOTE			WHO MAY NOT VOTE
	Holders of record of our following series of capital stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof: • Series A common stock • Series B common stock • Series A Cumulative Redeemable Preferred Stock These holders will vote together as a single class on each proposal.			Holders of record of our Series C common stock, par value $0.01 per share, as of the record date are NOT entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.

	Proxy Summary					1
	About Our Company					1
	Voting Roadmap					2
	Sustainability Highlights					4
	Executive Compensation Highlights					7
	Proxy Statement for Annual Meeting of Stockholders					7
	The Annual Meeting					8
	Notice and Access of Proxy Materials					8
	Electronic Delivery					8
	Time, Place and Date					8
	Purpose					9
	Quorum					9
	Who May Vote					9
	Votes Required					10
	Votes You Have					10
	Shares Outstanding					10
	Number of Holders					10
	Voting Procedures for Record Holders					10
	Voting Procedures for Shares Held in Street Name					11
	Voting Procedures for Shares Held in the GCI 401(K) Savings Plan					11
	Revoking a Policy					11
	Solicitation of Proxies					11
	Other Matters to be Voted on at the Annual Meeting					12
	Stockholder Proposals					12
	Additional Information					12
	Proposal 1 – The Election of Directors Proposal					13
	Board of Directors Overview					13
	Vote and Recommendation					13
	Our Board at a Glance					14
	Director Skills and Experience					15
	Nominees for Election as Directors					16
	Directors Whose Term Expires in 2026					17
	Directors Whose Term Expires in 2027					20
	Corporate Governance					22
	Director Independence					22
	Board Composition					22
	Board Classification					22
	Board Leadership Structure					22
	Board Role in Risk Oversight					23
	Code of Ethics					23

	Insider Trading Policy					23
	Family Relationships; Legal Proceedings					24
	Committees of the Board of Directors					24
	Board Criteria and Director Candidates					27
	Board Meetings					29
	Director Attendance at Annual Meetings					29
	Stockholder Communication with Directors					29
	Executive Sessions					29
	Director Compensation					30
	Nonemployee Directors					30
	Director Compensation Table					31
	Proposal 2 – The Auditors Ratification Proposal					32
	Vote and Recommendation					32
	Audit Fees and All Other Fees					32
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor					33
	Audit Committee Report					34
	Executive Officers					35
	Executive Compensation					36
	Compensation Discussion and Analysis					36
	Summary Compensation Table					48
	Executive Compensation Arrangements					49
	Grants of Plan-Based Awards					51
	Option Grant Practices					51
	Outstanding Equity Awards at Fiscal Year-End					52
	Option Exercises and Stock Vested					53
	Potential Payments Upon Termination or Change in Control					54
	Benefits Payable Upon Termination or Change in Control					56
	Pay Versus Performance					57
	Equity Compensation Plan Information					61
	Security Ownership of Certain Beneficial Owners and Management					63
	Security Ownership of Certain Beneficial Owners					63
	Security Ownership of Management					65
	Hedging Disclosure					67
	Changes in Control					67
	Certain Relationships and Related Party Transactions					69
	Exchange Agreement with John C. Malone					69

	Aristeia				Aristeia Capital, L.L.C.
	Atlanta Braves Holdings				Atlanta Braves Holdings, Inc.
	BlackRock				BlackRock, Inc.
	Charter				Charter Communications, Inc.
	City National				City National Bank
	DHC				Discovery Holding Company (predecessor of Discovery Communications)
	Discovery				Discovery, Inc. (formerly Discovery Communications) (Warner Bros. Discovery’s predecessor)
	Discovery Communications				Discovery Communications, Inc.
	FW Cook				Frederic W. Cook & Co., Inc.
	GCI Liberty				GCI Liberty, Inc.
	LGI				Liberty Global, Inc. (LGP’s predecessor)
	LGP				Liberty Global plc
	Liberty Broadband				Liberty Broadband Corporation
	Liberty Expedia				Liberty Expedia Holdings, Inc.
	Liberty Media				Liberty Media Corporation
	Liberty TripAdvisor				Liberty TripAdvisor Holdings, Inc.
	Live Nation				Live Nation Entertainment, Inc.
	LMAC				Liberty Media Acquisition Corporation
	LMI				Liberty Media International, Inc. (LGI’s predecessor)
	QVC				QVC, Inc.
	QVC Group				QVC Group, Inc. (formerly Qurate Retail, Inc.)
	Quint				QuintEvents, LLC
	RBC Capital				RBC Capital Markets, LLC
	RBC Dominion				RBC Dominion Securities Inc.
	RBC Trust				RBC Trust Company (Delaware) Limited
	Rochdale				City National Rochdale, LLC
	Sirius XM				Sirius XM Holdings Inc.
	SkyTel				SkyTel Communications, Inc.
	TCI				Tele-Communications, Inc.
	Vanguard				The Vanguard Group
	Warner Bros. Discovery				Warner Bros. Discovery, Inc.
	WhiteWave				WhiteWave Foods Company

	Proposal 1: Election of Directors Proposal (see page 13)
	OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
	The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. See pages 13-21 for further information.

			RICHARD R. GREEN
			Director Since: 2014 Independent Director			Committees: Nominating and Corporate Governance (Co-Chair); Compensation
			Dr. Green brings to the Board his extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services, which contributes to our company’s evaluation of technological initiatives and challenges and strengthens the Board’s collective qualifications, skills and attributes.

			SUE ANN R. HAMILTON
			Director Since: 2020 Independent Director			Committees: Nominating and Corporate Governance (Co-Chair); Compensation
			As a result of her extensive Board service and management experience, and her work advising and representing major media and technology companies, Ms. Hamilton brings to our Board significant leadership, oversight and consulting skills, as well as experience in the media, technology and legal fields.

	Effective Independent Oversight				Strong Governance Practices
	• 86% of our directors are independent • Executive sessions of independent directors held without the participation of management • Independent directors chair the audit, compensation and nominating and corporate governance committees • Ability to engage with independent consultants or advisors • No compensation committee interlocks or compensation committee engagement in related party transactions in 2024 • Exchange agreement with our Chairman of the Board, Chief Executive Officer and President, as we believe it is in the best interests of our company and stockholders not to have a single stockholder with control over greater than 50% of our aggregate voting power. See “Certain Relationships and Related Party Transactions—Exchange Agreement with John C. Malone”				• Succession planning • Stockholder access to the director nomination process • Corporate Governance Guidelines and Code of Business Conduct and Ethics which are published online • Directors have unabridged access to senior management and other company employees • Anonymous “whistleblowing” channels for any concerns • Well-established risk oversight process • Collaborative approach to enhancing sustainability practices

	Proposal 2: Auditors Ratification Proposal (see page 32)
	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise. See pages 32-33 for further information.

	Our Sustainability Pillars:

	ENVIRONMENTAL STEWARDSHIP				COMMUNITY COMMITMENT
	We recognize climate change and adverse impacts on the natural world are among the most pressing challenges facing humanity today. Environmental sustainability has implications for markets, and our investors. Moreover, how we manage our environmental impact matters to our employees, our customers, our business partners, and our other stakeholders.				We are privileged to operate in many communities, and we take seriously our role as a leader and partner within, and contributor to, these communities. Through the products and services we provide, our charitable giving and volunteerism, and our broader community relations, we strive to connect with and serve our local communities, for the benefit of our employees, businesses, customers, and neighbors.


	TALENT & CULTURE				ETHICS & INTEGRITY
	We believe that the ability to engage a dynamic and thoughtful workforce is key to creating value. We nurture a company culture where everyone can unlock their full potential, both at our company and across our portfolio of businesses. Additionally, our focus on recruitment, development and succession planning, and fair labor practices are key focal points of our human capital strategy.				Our Board of Directors and leadership team lead with principle and integrity and expect each of our companies to do the same. This means aligning their business strategies with the long-term interests of all their stakeholders, including customers, employees, regulators, and the general public.

				Compensation Philosophy
	Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.

	Recommendation of Our Board of Directors
	Our Board of Directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote FOR the election of each director nominee and FOR the auditors ratification proposal.

	AUDIT COMMITTEE OVERVIEW
	7 meetings in 2024 Chair John E. Welsh III* Other Members Gregg L. Engles J. David Wargo *Our Board of Directors has determined that Mr. Welsh is an “audit committee financial expert” under applicable SEC rules and regulations Audit Committee Report, page 34			The audit committee reviews and monitors the corporate accounting and financial reporting and the internal and external audits of our company. The committee’s functions include, among other things: • Appointing or replacing our independent auditors; • Reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors; • Reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors; • Reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies; • Reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices; • Confirming compliance with applicable SEC and stock exchange rules; and • Preparing a report for our annual proxy statement.

	EXECUTIVE COMMITTEE OVERVIEW
	Members John C. Malone Former Members Gregory B. Maffei (prior to January 2025)			Our executive committee may exercise all the powers and authority of our Board of Directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock. No meetings of the executive committee were held in 2024.

	COMPENSATION COMMITTEE OVERVIEW
	6 meetings in 2024 Co-Chairs Julie D. Frist J. David Wargo Other Members Richard R. Green Sue Ann R. Hamilton Compensation Committee Report, page 47			The compensation committee assists the Board in discharging its responsibilities relating to compensation of our company’s executives and produces an annual report on executive compensation for inclusion in our annual proxy statement. In November 2014, the spin-off of our company (formerly a wholly-owned subsidiary of Liberty Media) from Liberty Media was completed (the Broadband Spin-Off). In connection with the Broadband Spin-Off, we entered into a Services Agreement, dated November 4, 2014, with Liberty Media (the services agreement), pursuant to which Liberty Media provides us with administrative, executive and management services. Key Responsibilities: • Evaluate the services fee under the services agreement on at least an annual basis, subject to certain exceptions (such as in 2019 during the then-ongoing negotiations relating to Mr. Maffei’s compensation arrangement); • May approve incentive awards or other forms of compensation to employees of Liberty Media who are providing services to our company, which employees include our executive officers. For a discussion of equity awards granted during 2024, see “Executive Compensation—Compensation Discussion and Analysis;” • If we engage a chief executive officer, chief accounting officer, principal financial officer, chief legal officer or chief administrative officer to perform services for our company outside the services agreement, review and approve corporate goals and objectives relevant to the compensation of any such person; and • Oversee the compensation of the chief executive officers of any non-public operating subsidiaries of our company. For a description of our current processes and policies for consideration and determination of executive compensation, including the role of our Chief Executive Officer and an outside consultant in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.”

	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
	3 meetings in 2024 Co-Chairs Richard R. Green Sue Ann R. Hamilton Other Members Gregg L. Engles Julie D. Frist John E. Welsh III			The nominating and corporate governance committee functions include, among other things: • Identify individuals qualified to become Board members consistent with criteria established or approved by our Board of Directors, with the assistance of the committee, from time to time; • Identify director nominees for upcoming annual meetings; • Develop corporate governance guidelines applicable to our company; and • Oversee the evaluation of our Board and management.

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Option Awards ($)(2)		All Other Compensation ($)		Total ($)
John C. Malone		—		—		—		171,584(3)		171,584
Gregg L. Engles		116,088		—		—		33,091(4)		149,179
Julie D. Frist		120,330		—		—		103,094(4)		223,424
Richard R. Green		116,088		—		—		2,904(4)		118,992
Sue Ann Hamilton		25,000		—		—		78,846(4)		103,846
J. David Wargo		30,000		—		—		127,505(4)		157,505
John E. Welsh III		249,035		—		—		80,771(4)		329,806

	John C. Malone		Gregg L. Engles		Julie D. Frist		Richard R. Green		Sue Ann Hamilton		J. David Wargo		John E. Welsh III
Options (#)
LBRDK		—		12,177		23,832		—		16,776		31,439		19,518

	2024			2023
Audit fees		$	4,759,000		3,370,000
Audit related fees			—		—
Audit and audit related fees			4,759,000		3,370,000
Tax fees(1)			533,000		19,000
Total fees		$	5,292,000		3,389,000

		BRIAN J. WENDLING
		Principal Financial Officer and Chief Accounting Officer

		RENEE L. WILM
		Chief Legal Officer and Chief Administrative Officer

Individual Performance Bonus (60% weighting)						Corporate Performance Bonus (40% weighting)
• Based on each named executive officers’ personal, department and corporate related goals • Named executive officer provided a self-evaluation of their achievements, and in the case of Mr. Wendling and Ms. Wilm, Mr. Maffei also provided an evaluation • Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each named executive officer						• 30% based on consolidated financial results of all subsidiaries and major investments within our company, Liberty Media, QVC Group and Liberty TripAdvisor • 10% based on consolidated revenue results • 10% based on consolidated Adjusted OIBDA results • 10% based on consolidated free cash flow results • 10% based on corporate level achievements such as merger and acquisition activity, investments, financings, SEC/audit compliance, litigation management and tax compliance

	GREGORY B. MAFFEI
	President and Chief Executive Officer
	Performance Objectives: • Effectively represent our company on Charter’s board of directors and assist with various management, strategic and operational matters • Manage liquidity and enhance shareholder value; support new financing activities • Provide leadership and development opportunities to our management team, corporate development group, and investor relations team			• Support GCI management team in navigating governmental framework, evaluating capital expenditure strategies, succession planning and maintaining culture of compliance • Evaluate strategic opportunities with respect to corporate structure

	BRIAN J. WENDLING
	Principal Financial Officer and Chief Accounting Officer
	Performance Objectives: • Ensure timely and accurate internal and external financial reports • Maintain a robust control environment at the corporate and subsidiary levels • Oversee the GCI operating business, including operating performance, capital expenditure planning and long term strategic projects, and succession planning			• Continue to improve cybersecurity profile and ensure successful implementation of SEC cybersecurity rules

	RENEE L. WILM
	Chief Legal Officer and Chief Administrative Officer
	Performance Objectives: • Evaluate strategic opportunities with respect to corporate structure; provide legal and execution support for selected opportunities and operational initiatives • Evaluate and help drive optimization of capital structure and liquidity solutions with treasury; provide legal and execution support for select opportunities			• Provide legal support with regard to litigation, corporate matters and compliance matters • Manage executive compensation arrangements and equity award programs; oversee human resources function

Name	Liberty Broadband Maximum Individual Bonus			Percentage Payable		Aggregate Dollar Amount
Gregory B. Maffei		$	4,692,000		37.77%		$	1,772,276
Brian J. Wendling		$	227,700		87.50%		$	199,238
Renee L. Wilm		$	414,000		75.00%		$	310,500

	(dollar amounts in millions)
	2024 Forecast			2024 Actual			Actual / Forecast
Revenue(1)		$	39,889		$	39,900		0.03%
Adjusted OIBDA(1)		$	10,343		$	10,288		(0.53)%
Free Cash Flow(1)(2)		$	2,867		$	2,702		(5.76)%

	Financial Measure			Percentage Payable
	Revenue(1)			5% of a possible 10%
	Adjusted OIBDA(1)			6% of a possible 10%
	Free Cash Flow(1)(2)			9% of a possible 10%

Name	Liberty Broadband Maximum Corporate Bonus Related to Financial Measures			Percentage Payable		Aggregate Dollar Amount
Gregory B. Maffei		$	2,346,000		66.67%		$	1,564,000
Brian J. Wendling		$	113,850		66.67%		$	75,900
Renee L. Wilm		$	207,000		66.67%		$	138,000

Name	Individual Performance Bonus			Corporate Performance Bonus Related to Financial Measures			Corporate Performance Bonus Related to Corporate-Level Achievements			Total Bonus
Gregory B. Maffei		$	1,772,276		$	1,564,000		$	703,800		$	4,040,076
Brian J. Wendling		$	199,238		$	75,900		$	34,155		$	309,293
Renee L. Wilm		$	310,500		$	138,000		$	62,100		$	510,600

Name and Principal Position (as of 12/31/24)	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		All Other Compensation ($)(6)		Total ($)
Gregory B. Maffei President and Chief Executive Officer		2024		690,000		—		—		3,694,616		4,040,076		223,861(7)		8,648,553
		2023		690,000		—		—		3,594,317		5,786,800		230,516(7)		10,301,633
		2022		990,000		—		—		5,321,505		7,882,050		287,293(7)		14,480,848
Brian J. Wendling Principal Financial Officer and Chief Accounting Officer		2024		—		625,939		205,861		—		309,293		—		1,141,093
		2023		—		—		467,488		1,224,774		232,805		—		1,925,067
		2022		—		—		234,765		—		287,431		—		522,196
Renee L. Wilm Chief Legal Officer and Chief Administrative Officer		2024		—		1,178,287		401,605		—		510,600		—		2,090,492
		2023		—		—		889,692		2,257,676		471,650		—		3,619,018
		2022		—		—		424,043		—		582,244		—		1,006,287

	Amounts ($)
	2024		2023		2022
Compensation related to personal use of corporate aircraft(a)		212,252		218,205		272,567
Life insurance premiums		1,731		1,731		2,483
Matching contributions made to the Liberty Media 401(k) Savings Plan(b)		7,935		7,590		10,065