8-KLeadership Changes

Liberty Media Corp 8-K Report, Executive Changes (Jul 5, 2019)

Filed July 5, 2019For Securities:FWONKFWONAFWONB

Summary

This Form 8-K filing from Liberty Media Corporation (FWONK) on July 5, 2019, primarily details significant changes in executive compensation and management roles. The Compensation Committee approved a new four-year employment arrangement for Chief Legal Officer Richard N. Baer, which includes a substantial increase in base salary to $1.5 million, a continued 100% target bonus, and substantial equity awards. This arrangement also specifies significant severance benefits in case of termination under certain conditions. The filing also announces key management changes effective July 1, 2019. Mark D. Carleton transitions from Chief Financial Officer to Senior Advisor, focusing on significant investments. Brian Wendling assumes the critical role of Principal Financial Officer for Liberty Media and several of its subsidiaries, while retaining his title as Senior Vice President and Controller for these entities. These changes aim to structure executive leadership and compensation effectively within the Liberty Media corporate structure.

Key Highlights

  • 1New four-year employment term for Chief Legal Officer Richard N. Baer, starting July 1, 2019, and extending to June 30, 2023.
  • 2Richard N. Baer's annual base salary increases to $1.5 million, with his annual target cash bonus remaining at 100% of base salary.
  • 3Mr. Baer is eligible for significant equity awards, including $9 million in Term Options and $187,000 in restricted stock units (RSUs), with a further annual target of $2.25 million in performance-based RSUs starting in 2020.
  • 4The compensation arrangement for Mr. Baer includes substantial severance provisions, such as 1.5 times base salary and target bonus if terminated without cause or for good reason.
  • 5Mark D. Carleton is appointed Senior Advisor, stepping down from his role as Chief Financial Officer.
  • 6Brian Wendling is appointed Principal Financial Officer for Liberty Media, Qurate Retail, Liberty Broadband, and GCI Liberty, while continuing as Senior Vice President and Controller for these entities.
  • 7Costs for Mr. Baer's cash compensation are expected to be allocated across Qurate Retail, Liberty Broadband, Liberty TripAdvisor, and GCI Liberty via services agreements.

Frequently Asked Questions

Richard N. Baer's compensation package includes a new four-year employment term, a base salary increase to $1.5 million, and significant equity awards totaling $9 million in Term Options, $187,000 in RSUs, and an annual target of $2.25 million in performance-based RSUs starting in 2020. His target bonus remains 100% of his base salary.

Brian Wendling's appointment as Principal Financial Officer for multiple Liberty Media entities, including FWONK, Qurate Retail, Liberty Broadband, and GCI Liberty, centralizes financial oversight. While Mark D. Carleton moves to a Senior Advisor role, Mr. Wendling's expanded responsibilities ensure continuity in financial operations and reporting across these key subsidiaries.

The costs associated with Mr. Baer's cash compensation are intended to be allocated among Qurate Retail, Liberty Broadband, Liberty TripAdvisor, and GCI Liberty through existing services agreements. This allocation is expected to consider the relative market capitalizations and employee time spent working for each respective company.

In the event of termination for good reason or termination without cause, Mr. Baer is entitled to severance payments including 1.5 times his base salary, 1.5 times his annual target cash bonus, and 1.5 times the value of his annual target Performance RSUs, along with prorated amounts of bonus and RSUs for the year of termination. Unvested Term Options will also vest pro-rata.