Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of our company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable.
PEO(1)
Non-PEO NEOs(1)
Value of initial fixed $100
investment based on:
(millions)
Year
Summary
Compensation
Table Total for

PEO
($)
(2)
Compensation
Actually
Paid to PEO

($)(3)
Average
Summary
Compensation
Table Total for
non-PEO NEOs

($)(2)
Average
Compensation
Actually Paid to
non-PEO NEOs

($)(3)
Total
Shareholder
Return (“TSR”)

($)(4)
Peer
Group

TSR
($)
(5)
Net
Income

($)(6)
Adjusted
OIBDA
($)
(7)
2024
8,648,553 11,027,407 1,615,793 1,579,059 LBRDA 59.70 197.38 869 7,554
LBRDK 59.45
2023
10,301,633 9,563,710 2,083,750 2,192,434 LBRDA 64.74 140.75 688 7,134
LBRDK 64.09
2022
14,480,848 (14,142,513) 826,137 (395,501) LBRDA 60.89 90.34 1,257 7,045
LBRDK 60.65
2021
18,018,126 19,576,914 1,021,262 1,060,999 LBRDA 129.17 150.28 732 6,687
LBRDK 128.11
2020
20,644,196 28,277,104 961,366 1,184,524 LBRDA 126.51 123.61 398 4,788
LBRDK 125.94
(1)
Our Principal Executive Officer (PEO) for each of the fiscal years indicated was Mr. Maffei. Our named executive officers other than our PEO (non-PEO NEOs) for (a) each of the fiscal years 2020, 2021, 2022 and 2023 were Messrs. Wendling and Albert Rosenthaler (our company’s former Chief Corporate Development Officer) and Ms. Wilm and (b) 2024 were Mr. Wendling and Ms. Wilm.
(2)
Reflects, for Mr. Maffei, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated.
(3)
Represents the compensation actually paid to Mr. Maffei and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:
Compensation actually paid to PEO and Non-PEO NEOs
As Reported in Summary
Compensation Table
(a)
Equity Award Adjustments(b)
Year
Total
Stock
Awards
Option
Awards
Fair Value
at Year End
of Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End
(c)
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End
(d)
Fair Value
at Vesting
Date of
Awards
Granted
and Vested
in Same
Year
(e)
Change in
Fair Value
from Prior
Year End to
Vesting
Date of
Awards
Granted in
Prior Year
and Vested
in Covered
Year
(f)
Total
Compensation
Actually Paid
PEO
2024 8,648,553 (3,694,616) 6,459,107 (385,637) 11,027,407
2023 10,301,633 (3,594,317) (305,684) 3,473,110 (311,031) 9,563,710
2022 14,480,848 (5,321,505) (24,486,413) 1,184,557 (14,142,513)
2021 18,018,126 (6,697,562) 325,584 7,930,766 19,576,914
2020 20,644,196 (14,887,841) 11,866,846 4,431,305 6,222,599 28,277,104
Non-PEO NEOs
2024 1,615,793 (303,733) (168,562) 404,040 31,521 1,579,059
2023 2,083,750 (546,135) (1,160,817) 1,570,231 240,561 4,843 2,192,434
2022 826,137 (360,950) (545,469) 199,116 (514,334) (395,501)
2021 1,021,262 (455,888) 13,238 482,387 1,060,999
2020 961,366 (230,943) (717,151) 699,900 145,638 325,714 1,184,524
(a)
Reflects, for Mr. Maffei, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated.
(b)
The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance.
(c)
Reflects, with respect to Mr. Maffei, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
(d)
Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(e)
Reflects, with respect to Mr. Maffei, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
(f)
Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
(4)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in each of LBRDA and LBRDK from December 31, 2019 through December 31 of each covered fiscal year.
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Communication Services Index from December 31, 2019 through December 31 of each covered fiscal year.
(6)
Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year.
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), and impairment charges. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.
       
Company Selected Measure Name Adjusted OIBDA        
Named Executive Officers, Footnote
(1)
Our Principal Executive Officer (PEO) for each of the fiscal years indicated was Mr. Maffei. Our named executive officers other than our PEO (non-PEO NEOs) for (a) each of the fiscal years 2020, 2021, 2022 and 2023 were Messrs. Wendling and Albert Rosenthaler (our company’s former Chief Corporate Development Officer) and Ms. Wilm and (b) 2024 were Mr. Wendling and Ms. Wilm.
(2)
Reflects, for Mr. Maffei, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated.
       
Peer Group Issuers, Footnote
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Communication Services Index from December 31, 2019 through December 31 of each covered fiscal year.
       
PEO Total Compensation Amount $ 8,648,553 $ 10,301,633 $ 14,480,848 $ 18,018,126 $ 20,644,196
PEO Actually Paid Compensation Amount $ 11,027,407 9,563,710 (14,142,513) 19,576,914 28,277,104
Adjustment To PEO Compensation, Footnote
(3)
Represents the compensation actually paid to Mr. Maffei and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:
Compensation actually paid to PEO and Non-PEO NEOs
As Reported in Summary
Compensation Table
(a)
Equity Award Adjustments(b)
Year
Total
Stock
Awards
Option
Awards
Fair Value
at Year End
of Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End
(c)
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End
(d)
Fair Value
at Vesting
Date of
Awards
Granted
and Vested
in Same
Year
(e)
Change in
Fair Value
from Prior
Year End to
Vesting
Date of
Awards
Granted in
Prior Year
and Vested
in Covered
Year
(f)
Total
Compensation
Actually Paid
PEO
2024 8,648,553 (3,694,616) 6,459,107 (385,637) 11,027,407
2023 10,301,633 (3,594,317) (305,684) 3,473,110 (311,031) 9,563,710
2022 14,480,848 (5,321,505) (24,486,413) 1,184,557 (14,142,513)
2021 18,018,126 (6,697,562) 325,584 7,930,766 19,576,914
2020 20,644,196 (14,887,841) 11,866,846 4,431,305 6,222,599 28,277,104
Non-PEO NEOs
2024 1,615,793 (303,733) (168,562) 404,040 31,521 1,579,059
2023 2,083,750 (546,135) (1,160,817) 1,570,231 240,561 4,843 2,192,434
2022 826,137 (360,950) (545,469) 199,116 (514,334) (395,501)
2021 1,021,262 (455,888) 13,238 482,387 1,060,999
2020 961,366 (230,943) (717,151) 699,900 145,638 325,714 1,184,524
(a)
Reflects, for Mr. Maffei, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated.
(b)
The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance.
(c)
Reflects, with respect to Mr. Maffei, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
(d)
Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(e)
Reflects, with respect to Mr. Maffei, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
(f)
Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
       
Non-PEO NEO Average Total Compensation Amount $ 1,615,793 2,083,750 826,137 1,021,262 961,366
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,579,059 2,192,434 (395,501) 1,060,999 1,184,524
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Represents the compensation actually paid to Mr. Maffei and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:
Compensation actually paid to PEO and Non-PEO NEOs
As Reported in Summary
Compensation Table
(a)
Equity Award Adjustments(b)
Year
Total
Stock
Awards
Option
Awards
Fair Value
at Year End
of Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End
(c)
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End
(d)
Fair Value
at Vesting
Date of
Awards
Granted
and Vested
in Same
Year
(e)
Change in
Fair Value
from Prior
Year End to
Vesting
Date of
Awards
Granted in
Prior Year
and Vested
in Covered
Year
(f)
Total
Compensation
Actually Paid
PEO
2024 8,648,553 (3,694,616) 6,459,107 (385,637) 11,027,407
2023 10,301,633 (3,594,317) (305,684) 3,473,110 (311,031) 9,563,710
2022 14,480,848 (5,321,505) (24,486,413) 1,184,557 (14,142,513)
2021 18,018,126 (6,697,562) 325,584 7,930,766 19,576,914
2020 20,644,196 (14,887,841) 11,866,846 4,431,305 6,222,599 28,277,104
Non-PEO NEOs
2024 1,615,793 (303,733) (168,562) 404,040 31,521 1,579,059
2023 2,083,750 (546,135) (1,160,817) 1,570,231 240,561 4,843 2,192,434
2022 826,137 (360,950) (545,469) 199,116 (514,334) (395,501)
2021 1,021,262 (455,888) 13,238 482,387 1,060,999
2020 961,366 (230,943) (717,151) 699,900 145,638 325,714 1,184,524
(a)
Reflects, for Mr. Maffei, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated.
(b)
The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance.
(c)
Reflects, with respect to Mr. Maffei, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
(d)
Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(e)
Reflects, with respect to Mr. Maffei, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
(f)
Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
       
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
[MISSING IMAGE: bc_cumulative1-pn.jpg]
[MISSING IMAGE: bc_cumulative2-pn.jpg]
       
Compensation Actually Paid vs. Net Income
Relationship Between Compensation Actually Paid and Net Income
[MISSING IMAGE: bc_netincome1-pn.jpg]
[MISSING IMAGE: bc_netincome2-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
Relationship Between Compensation Actually Paid and Adjusted OIBDA
[MISSING IMAGE: bc_adjusted1-pn.jpg]
[MISSING IMAGE: bc_adjusted2-pn.jpg]
       
Total Shareholder Return Vs Peer Group
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
[MISSING IMAGE: bc_cumulative1-pn.jpg]
[MISSING IMAGE: bc_cumulative2-pn.jpg]
       
Tabular List, Table
2024 Key Performance Measures
The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance.
Key Financial Performance Measures
Revenue
Adjusted OIBDA
Free Cash Flow
       
Peer Group Total Shareholder Return Amount $ 197.38 140.75 90.34 150.28 123.61
Net Income (Loss) $ 869,000,000 $ 688,000,000 $ 1,257,000,000 $ 732,000,000 $ 398,000,000
Company Selected Measure Amount 7,554 7,134 7,045 6,687 4,788
PEO Name Mr. Maffei        
Total Shareholder Return Amount, LBRDA $ 59.7 $ 64.74 $ 60.89 $ 129.17 $ 126.51
Total Shareholder Return Amount LBRDK $ 59.45 64.09 60.65 128.11 125.94
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted OIBDA        
Non-GAAP Measure Description
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), and impairment charges. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,866,846
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (305,684) (24,486,413) 325,584 4,431,305
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,459,107 3,473,110 1,184,557 7,930,766 6,222,599
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (385,637) (311,031)
PEO | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Option Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,694,616) (3,594,317) (5,321,505) (6,697,562) (14,887,841)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,570,231 699,900
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (168,562) (545,469) 13,238 145,638
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 404,040 240,561 199,116 482,387 325,714
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,521 4,843 (514,334)
Non-PEO NEO | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (303,733) (546,135) (360,950) (455,888) (230,943)
Non-PEO NEO | Option Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,160,817) $ (717,151)