Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to § 240.14a-12
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
xNo fee required.
¨Fee paid previously with preliminary materials
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Clarendon House,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000
Dear Shareholder:
You are invited to attend the 2025 Annual General Meeting of Shareholders of Liberty Latin America Ltd. to be held at 5:00 p.m. Bermuda time (4:00 p.m. New York City time), on Tuesday, May 27, 2025 , at the Rosewood Bermuda, 60 Tucker's Point Drive , Hamilton Parish , HS 02 Bermuda, telephone number +1 (441) 298-4000. At the Annual General Meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of Annual General Meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2025 Annual General Meeting of Shareholders, please read the enclosed proxy materials and then promptly vote via the internet or telephone or, by completing, signing and returning by mail the enclosed proxy card.Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your continued support and interest in Liberty Latin America Ltd.
Very truly yours,
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Executive Chairman
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The Notice of Internet Availability of Proxy Materials relating to the Annual General Meeting is first being mailed on or about April 14, 2025 , and the proxy materials relating to the Annual General Meeting will first be made available on or about the same date.
Clarendon House,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be Held on May 27, 2025
NOTICE IS HEREBY GIVENof the 2025 Annual General Meeting of Shareholders (theAGM) of Liberty Latin America Ltd. (Liberty Latin America ) to be held at 5:00 p.m. Bermuda time (4:00 p.m. New York City time), on Tuesday, May 27, 2025 at the Rosewood Bermuda, 60 Tucker's Point Drive , Hamilton Parish , HS 02 Bermuda, telephone number +1 (441) 298-4000. At the Annual General Meeting, our shareholders will consider and vote on the following proposals:
1. A proposal (which we refer to as thedirector election proposal) to elect Miranda Curtis , Brendan Paddick and Daniel E. Sanchez to serve as Class II members of our board of directors until the 2028 Annual General Meeting of Shareholders or their earlier resignation or removal; and
2. A proposal (which we refer to as theauditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 , and to authorize our board of directors, acting by the audit committee, to determine the independent auditors' remuneration.
You may also be asked to consider and vote on such other business as may properly come before the AGM.
All shareholders of Liberty Latin America are cordially invited to attend the AGM. Holders of record of our Class A common shares, par value $0.01 per share, and Class B common shares, par value $0.01 per share, in each case, issued and outstanding as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on April 3, 2025 , the record date for the AGM, will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street , Suite 810, Denver, Colorado 80202, United States , for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM. The holders of record of our Class C common shares, par value $0.01 per share, are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM. If you plan to attend the AGM in person, please notify our Investor Relations team via email toir@lla.com.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.
Our board of directors has unanimously approved each proposal and recommends that you vote "FOR" the election of each director nominee and "FOR" the auditors appointment proposal.
Votes may be cast in person at the AGM or by proxy prior to the AGM by telephone, via the internet or by mail.
YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the AGM.
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By Order of the Board of Directors,
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WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE AGM, PLEASE VOTE BY PROXY PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.
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PROXY STATEMENT
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QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
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CORPORATE GOVERNANCE
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Code of Conduct and Code of Ethics
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Director Independence
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Board Composition
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Board Leadership Structure
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Board Role in Risk Oversight
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EXECUTIVE OFFICERS
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BOARD AND COMMITTEES OF THE BOARD
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Board and Committees of the Board
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Shareholder Communication with Directors
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Executive Sessions
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Involvement in Certain Proceedings
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Security Ownership of Certain Beneficial Owners
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Security Ownership of Management
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Change in Control
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PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSAL
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The Board
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Vote and Recommendation
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Nominees for Election of Directors
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Directors Whose Term Expires in 2025
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Directors Whose Term Expires in 2026
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Directors Whose Term Expires in 2027
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PROPOSAL 2 - THE AUDITORS APPOINTMENT PROPOSAL
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Vote and Recommendation
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Audit Fees and All Other Fees
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Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
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EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
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Executive Summary
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Compensation Discussion and Analysis
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Compensation Committee Report
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Summary Compensation
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Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
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Employment and Other Agreements
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Aircraft Policy
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Incentive Plans
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Nonqualified Deferred Compensation
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Potential Payments upon Termination or Change in Control
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Change in Control
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CEO Pay Ratio
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Director Compensation
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2024 Compensation of Directors
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EQUITY COMPENSATION PLAN INFORMATION
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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SHAREHOLDER PROPOSALS
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ADDITIONAL INFORMATION
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ii
a Bermuda exempted company
Clarendon House, 2 Church Street ,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000
PROXY STATEMENT FOR THE
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are furnishing this proxy statement in connection with the board of directors' solicitation of proxies for use at our 2025 Annual General Meeting of Shareholders (theAGM) to be held at 5:00 p.m. Bermuda time (4:00 p.m. New York City time), at the Rosewood Bermuda, 60 Tucker's Point Drive , Hamilton Parish , HS 02 Bermuda on Tuesday, May 27, 2025 , or at any adjournment or postponement of the AGM. At the AGM, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual General Meeting of Shareholders (theMeeting Notice). We are soliciting proxies from holders of record as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on April 3, 2025 , of our Class A common shares, par value $0.01 per share (LILA), and Class B common shares, par value $0.01 per share (LILAB). The holders of our Class C common shares, par value $0.01 per share (LILAK, together with LILA and LILAB, ourcommon shares), are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM. This proxy statement is also being made available to holders of LILAK.
Under Bermuda law, holders of a company's common shares are referred to as "members," but for convenience, they are referred to in this proxy statement as "shareholders." In this proxy statement, the terms "we,""our,""our company," "the company"and "us" refer, as the context requires, to Liberty Latin America Ltd. (Liberty Latin America ) or collectively to Liberty Latin America and its subsidiaries.
Notice and Access of Proxy Materials
We have elected, in accordance with the Securities and Exchange Commission's (theSEC ) "Notice and Access" rule, to deliver a Notice of Internet Availability of Proxy Materials (thee-proxy notice) to our shareholders and to post our proxy statement and our annual report to our shareholders (collectively, theproxy materials) electronically. The e-proxy notice is first being mailed to our shareholders on or about April 14, 2025 . The proxy materials will first be made available to our shareholders on or about the same date.
The e-proxy notice instructs you how to access and review the proxy materials and how to submit your proxy via the internet or by telephone. The e-proxy notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.
Voting Matters and Board Recommendations
The board of directors of Liberty Latin America (theBoard) has unanimously approved each proposal and recommends that the holders of shares of LILA and LILAB (together, thevoting shares):
1. Vote "FOR" the proposal (which we refer to as thedirector election proposal) to elect Miranda Curtis , Brendan Paddick and Daniel E. Sanchez to serve as Class II members of our board of directors until the 2028 Annual General Meeting of Shareholders or their earlier resignation or removal; and
2. Vote "FOR" the proposal (which we refer to as theauditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 , and to authorize the Board, acting by the audit committee, to determine the independent auditors' remuneration.
The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on proposals.
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QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement before voting.
When and where is the AGM?
The AGM will be held at 5:00 p.m. Bermuda time (4:00 p.m. New York City time), on May 27, 2025 , at the Rosewood Bermuda, 60 Tucker's Point Drive , Hamilton Parish , HS 02 Bermuda, telephone number +1 (441) 298-4000.
Who may vote at the AGM and what is the record date for the AGM?
Holders of shares of LILA and LILAB, as recorded in our share register as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on April 3, 2025 (such date and time, therecord datefor the AGM), will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof (shareholders of record).
What is the purpose of the AGM?
At the AGM, you will be asked to consider and vote on each of the following:
1. the director election proposal, to elect Miranda Curtis , Brendan Paddick and Daniel E. Sanchez to serve as Class II members of our board of directors until the 2028 Annual General Meeting of Shareholders or their earlier resignation or removal; and
2. the auditors appointment proposal, to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 , and to authorize the Board, acting by the audit committee, to determine the independent auditors' remuneration.
You may also be asked to consider and vote on such other business as may properly come before the AGM, although we are not aware at this time of any other business that might come before the AGM.
What constitutes a quorum at the AGM?
In order to conduct the business of the AGM, a quorum must be present. A majority of the total voting power of the issued and outstanding shares entitled to vote at the AGM must be present or represented by proxy in order to constitute a quorum. For purposes of determining a quorum, your voting shares will be included as represented at the AGM even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of voting shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those voting shares on a particular proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those voting shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See-What are 'broker non-votes' and how are they treated?below.
What are the requirements to elect the directors and approve each of the other proposals?
Each director nominee who receives a plurality of the combined voting power of the voting shares present in person or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, will be elected to office.
Approval of the auditors appointment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person or represented by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class.
In the event that the auditors appointment proposal fails to receive the required affirmative vote of the majority of those present in person or represented by proxy at the AGM solely by reason of broker non-votes or abstentions, the Board will nevertheless take note of the positive indication given by the receipt of an affirmative majority of the votes cast and proceed accordingly.
How does the Board recommend that I vote my shares?
The Board has unanimously approved each of the proposals and recommends that you vote "FOR" the election of each director nominee and "FOR" the auditors appointment proposal.
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How many votes do shareholders of record have at the AGM?
At the AGM, shareholders of record of LILA will have one vote per share and shareholders of record of LILAB will have 10 votes per share, in each case, that our records show are owned as of the record date. As of the record date, an aggregate of 38,958,301 shares of LILA and 2,397,884 shares of LILAB were issued and outstanding and entitled to vote at the AGM. There were, as of the record date, 10,647 and 16 shareholders of record of LILA and LILAB, respectively (which amounts do not include the number of shareholders whose shares were held of record by banks, brokers or other nominees, but include each such institution as one holder). Shares of LILAK are non-voting, except where otherwise required by applicable law and our Bye-laws.
What is the difference between a shareholder of record and a beneficial owner?
These terms describe how your common shares are held. If your common shares are registered directly in your name with Computershare , our transfer agent, you are a shareholder of record and the proxy materials are being sent directly to you by Liberty Latin America . If your common shares are held in the name of a broker, bank, or other nominee, you are a beneficial ownerof the common shares held in street name and the proxy materials are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your voting shares by following the instructions on the proxy card.
What do shareholders of record need to do to vote on the proposals?
Shareholders of record of our voting shares as of the record date may vote in person at the AGM, or by submitting a proxy vote by telephone, or through the internet prior to the AGM. Alternatively, if they received a paper proxy card, they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for proxy voting by using the telephone or the internet prior to the AGM are printed on the e-proxy notice or proxy card. In order to vote through the internet, holders should have their e-proxy notices or proxy cards available, so they can input the required information from the e-proxy notice or the proxy card, and log onto the internet website address shown on the e-proxy notice or the proxy card. When holders log onto the internet website address, they will receive instructions on how to vote their voting shares. The telephone and internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Unless subsequently revoked, our voting shares represented by a proxy submitted as described herein and received at or before the AGM will be voted in accordance with the instructions on the proxy.
YOUR VOTE IS IMPORTANT.It is recommended that you vote by proxy even if you plan to attend the AGM. You may change your vote at the AGM.
If you submit a properly executed proxy, by proxy card or by telephone or through the internet, without indicating any voting instructions as to a proposal enumerated in the Meeting Notice, the shares represented by the proxy, or voted by telephone or through the internet, will be voted "FOR" the election of each director nominee and "FOR" the auditors appointment proposal.
If you submit a proxy indicating that you "WITHHOLD" your vote, it will have no effect on the director election proposal. If you submit a proxy indicating that you abstain from voting as to the auditors appointment proposal, it will have the same effect as a vote "AGAINST" such proposal.
If you do not submit a proxy or you do not vote in person at the AGM, your voting shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).
What do beneficial owners need to do to vote on the proposals?
If you hold your voting shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your voting shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, the director election proposal. Accordingly, to ensure your voting shares held in street name are voted on these matters, we encourage you to promptly provide specific voting instructions to your broker, bank or other nominee.
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What are "broker non-votes" and how are they treated?
A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the AGM, but the broker, bank or nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal. Broker non-votes are counted as voting shares that are present and entitled to vote for purposes of determining a quorum. Broker non-votes will have no effect on the election of each director nominee because this proposal requires a plurality of the combined voting power of the voting shares present in person or represented by proxy at the AGM and a non-vote is not counted as a vote for this proposal. Brokers have discretion to direct the voting of shares on the auditors appointment proposal if it has not received voting instructions from the beneficial owner, and as a result, broker non-votes should not occur with respect to the auditors appointment proposal.
You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LILA and LILAB or how to change your vote or revoke your proxy.
How do I vote any of my shares that are held in the Liberty Puerto Rico 401(k) Savings Plan or the Liberty Latin America 401(k) Savings Plan?
If you hold LILA shares through your account in the Liberty Puerto Rico 401(k) Savings Plan or the Liberty Latin America 401(k) Savings Plan, the trustees for the applicable plan are required to vote your LILA shares as you specify. To allow sufficient time for the trustees to vote your LILA shares, your voting instructions must be received by 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on May 20, 2025 . To vote such shares, please follow the instructions provided by the trustees for the applicable plan.
What if I respond and indicate that I am withholding my vote or abstaining from voting?
A properly submitted proxy marked "WITHHOLD" or "ABSTAIN" will be counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of voting shares represented and entitled to vote at the AGM. However, a proxy marked "ABSTAIN" will not be treated as a vote cast at the AGM. Withheld votes will have no effect on the election of each director nominee. Abstentions will also have the same effect as a vote "AGAINST" the auditors appointment proposal because this proposal requires an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person or represented by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, and an abstention is not counted as an affirmative vote.
Can I change my vote?
Shareholders of record may change their vote any time before the polls close at the AGM, which can be done by voting in person at the AGM, voting via the Internet or by telephone, or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Latin America Ltd. , c/o Secretary, 1550 Wewatta Street , Suite 810, Denver, Colorado 80202, United States before the start of the AGM.
Your attendance at the AGM will not, by itself, revoke a prior vote or proxy from you.
If your voting shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.
Who may attend, and who may vote at, the AGM?
All shareholders of Liberty Latin America may attend the AGM. Only shareholders of record (holders of record of our voting shares as of the record date, 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on April 3, 2025 ) are entitled to vote at the AGM or any adjournment or postponement thereof. Holders of LILAK shares will not be entitled to vote on any of the proposals. If you plan to attend the AGM in person, please notify our Investor Relations team via email toir@lla.com.
If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person at the AGM. Any corporation that is a shareholder of record may by written instrument authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such written instrument at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Latin America . If you are a beneficial owner, you may also attend and speak at the AGM. You may not, however, vote your shares held in street name unless you obtain a "proxy" from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the AGM.
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Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM (note that you may change your vote at the AGM).
A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street , Suite 810, Denver, Colorado 80202, United States , for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM.
How is Liberty Latin America soliciting proxies and who will pay the cost of soliciting proxies?
We are soliciting proxies by means of our proxy materials on behalf of the Board. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the e-proxy notices and, if requested, paper proxy materials to you and getting your voting instructions. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of common shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.
May I choose the method in which I receive future proxy materials?
Registered shareholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go towww.computershare.com/investor. Shareholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by internet atwww.proxyvote.comby following the prompts. Also, shareholders who hold shares through a broker, bank or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered shareholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Computershare , at (877) 373-6374 (outside the United States +1 (781) 575-3100). Shareholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.
What is "householding"?
Some banks, brokers and other nominee record holders may be participating in the practice of "householding" the proxy materials. This means that only one copy each of the proxy materials or e-proxy notice is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the proxy materials or e-proxy notice to you if you call, email or mail our Investor Relations Department, +1 (303) 925-6000 orir@lla.comor Liberty Latin America Ltd. , Attention: Investor Relations Department, 1550 Wewatta Street , Suite 810, Denver, Colorado 80202, United States .If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or mailing address.
When will Liberty Latin America announce the voting results?
We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC after the AGM.
What do I do if I have additional questions?
If you have any further questions about voting or attending the AGM, please call Liberty Latin America Investor Relations at +1 (303) 925-6000. Banks and brokers may call collect at (212) 269-5550.
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CORPORATE GOVERNANCE
Code of Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our senior executive officers and senior financial officers, which constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act. Both codes are available on our website atwww.lla.com.We intend to satisfy the disclosure requirements regarding amendments to, or waivers from, provisions of our code of ethics by posting such information on our website at the address and the location specified above.
Director Independence
It is our policy that a majority of the members of the Board be independent of our management. For a director to be deemed independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist the Board in determining which of our directors qualify as independent for purposes of Nasdaq rules, as well as applicable rules and regulations adopted by the SEC , the nominating and corporate governance committee of the Board follows Nasdaq's corporate governance rules on the criteria for director independence.
Board Composition
As described below underProposal 1-The Director Election Proposal, the Board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, technology, venture capital, private equity, foreign relations, law, tax, real estate, finance, auditing, engineering and Latin American and Caribbean businesses. For more information on our policies with respect to board candidates, seeBoard and Committees of the Board-Committees of the Board-Nominating and Corporate Governance Committee.
Board Leadership Structure
The Board has separated the positions of Executive Chairman and Chief Executive Officer (principal executive officer). Michael T. Fries holds the position of Executive Chairman, leads the Board and board meetings and provides strategic guidance to our Chief Executive Officer. Balan Nair , our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively enables the Board to fulfill its duties.
Board Role in Risk Oversight
The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. The audit committee oversees management of financial risks, risks relating to potential conflicts of interest, cybersecurity and information security risks, and our overall enterprise risk management program. The compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. The nominating and corporate governance committee oversees risks associated with the independence of the Board. These committees then provide reports periodically to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, and other risks, including cybersecurity and information security risks. Our management reporting processes include regular reports from our Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our Internal Audit group.
6
EXECUTIVE OFFICERS
The following lists the executive officers of our company (other than Michael T. Fries and Balan Nair , Executive Chairman and our President and Chief Executive Officer (CEO), respectively, who also serve as directors of our company and who are listed underProposal 1-The Director Election Proposal), their ages and a description of their business experience, including positions held with our company.
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Age: 57
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Age: 54
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Age: 52
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Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of our current executive officers or directors, by blood, marriage or adoption.
7
BOARD AND COMMITTEES OF THE BOARD
Board and Committees of the Board
Committee Membership
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Board and Committee Meetings
During 2024, we had five meetings of our full Board, six meetings of our audit committee, four meetings of the compensation committee, one meeting of our nominating and corporate governance committee, and three meetings of our executive committee. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our Board and each committee on which he or she served. Our Board encourages all members to attend each annual general meeting of our shareholders. Nine out of ten of our board members attended our 2024 AGM.
Executive Committee
The Board has established an executive committee, whose members are Michael T. Fries and Balan Nair . Subject to the limitations of Bermuda law, the executive committee may exercise all the powers and authority of the Board in the management of our business and affairs, including, but not limited to, the power and authority to issue any class of our shares.
Compensation Committee
The Board has established a compensation committee, whose chairman is Miranda Curtis and whose other members are Paul A. Gould and Eric L. Zinterhofer . SeeCorporate Governance-Director Independenceabove.
The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO and our other executive officers. The compensation committee may also make recommendations to the Board with respect to our incentive compensation plans and equity based plans, and will administer such plans, with authority to make and modify grants under, and to approve or disapprove participation in, such plans. For a description of our current processes and policies for consideration and determination of executive compensation, including the role of our CEO and outside consultants in determining or recommending amounts and/or forms of compensation, seeExecutive Officers and Directors Compensation-Compensation Discussion and Analysis.
The Board has adopted a written charter for the compensation committee, which is available on our website atwww.lla.com.
Compensation Committee Interlocks and Insider Participation
In 2024, the compensation committee of our Board consisted of Miranda Curtis , Paul A. Gould and Eric L. Zinterhofer during the entirety of the year. No member of the compensation committee is or has been an officer or employee of our company, or has engaged in any related party transaction in which our company was a participant. In 2024, none of our
8
executive officers served on the compensation committee (or other board committee performing equivalent functions) of any entity that had one or more of its executive officers serving on our Board or compensation committee.
Nominating and Corporate Governance Committee
The Board has established a nominating and corporate governance committee, whose chairman is Daniel E. Sanchez and whose other members are Miranda Curtis , Paul A. Gould and Roberta S. Jacobson . SeeCorporate Governance-Director Independenceabove.
The nominating and corporate governance committee identifies individuals qualified to become board members consistent with criteria established or approved by the Board from time to time, identifies director nominees for upcoming annual general meetings, develops corporate governance guidelines applicable to our company and oversees the evaluation of the Board and management.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such recommendations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Secretary, Liberty Latin America Ltd. , Clarendon House, 2 Church Street , Hamilton HM 11, Bermuda . Shareholder recommendations must be made in accordance with our Bye-Laws, as discussed underShareholder Proposalsin this proxy statement, and contain the following information:
• the name and address of the proposing shareholder and the beneficial owner, if any, on whose behalf the nomination is being made, as they appear on our share register, and documentation indicating the class or series and number of our common shares owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
• the candidate's name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate's qualifications, as described below;
• a statement detailing any relationship, arrangement or understanding between the proposing shareholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing shareholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (theExchange Act)) of such proposing shareholder(s) or beneficial owner (each aProposing Person);
• a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of the Board;
• any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;
• a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
• a representation by each Proposing Person who is a holder of record of our common shares as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual general meeting of shareholders and intends to appear in person or by proxy at the annual general meeting of shareholders at which the person named in such notice is to stand for election;
• a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;
• a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (aShareholder Associated Person) (including the details of such assistance, funding or consideration); and
9
• a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the Proposing Person or any Shareholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Shareholder Associated Person.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and judgment and should be committed to the long-term interests of our shareholders and our company. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:
• independence from management;
• his or her unique background, including education, financial, industry, regional and business experience and expertise, relevant skill sets and diversity of race, ethnicity, gender and sexual orientation;
• understanding of our business and the markets in which we operate;
• judgment, skill, integrity and reputation;
• existing commitments to other businesses as a director, executive or owner;
• personal conflicts of interest, if any; and
• the size and composition of our existing Board, including whether the potential director nominee would positively impact the composition of the Board by bringing a new perspective or viewpoint to the Board.
The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
The Board and the nominating and corporate governance committee believe that it is important that our Board members represent diverse viewpoints. Our corporate governance guidelines and the nominating and corporate governance committee's charter provide that the nominating and corporate governance committee will consider diversity of race, ethnicity, gender and sexual orientation when evaluating nominees for the Board.We believe the composition of our Board, half of which is diverse in terms of race, ethnicity and/or gender, further demonstrates our commitment to board diversity.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the Board, it may recommend to the full Board that candidate's appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting of shareholders, the nominating and corporate governance committee will consider, the director's past attendance at, and participation in, meetings of the Board and its committees and the director's formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is a member.
The members of our nominating and corporate governance committee have determined that Ms. Curtis and Messrs. Paddick and Sanchez, who are nominated for election at the AGM, continue to be qualified to serve as directors of our company and such nominations were approved by the entire Board.
The Board has adopted a written charter for the nominating and corporate governance committee. The charter is available on our website atwww.lla.com.
10
Audit Committee
The Board has established an audit committee, whose chairman is Paul A. Gould and whose other members are Miranda Curtis , Alfonso de Angoitia Noriega , and Brendan Paddick . SeeCorporate Governance-Director Independenceabove.
The Board has determined that each member of the audit committee qualifies as an "audit committee financial expert" under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee's functions include, among other things:
• overseeing our management's processes and activities relating to (i) maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements, (ii) the independent auditor's qualifications and independence, (iii) the performance of our internal audit function and independent auditor and (iv) compliance with applicable laws and stock exchange rules;
• the recommendation to our shareholders of the appointment, retention, termination and compensation of the independent auditor;
• oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services;
• reviewing and preapproving all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor, subject to a de minimus exception for non-audit services;
• reviewing any matters identified as critical audit matters by the independent auditor; and
• preparing a report for our annual proxy statement.
The Board has adopted a written charter for the audit committee, which is available on our website atwww.lla.com.
Audit Committee Report
The audit committee reviews our financial reporting process on behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent registered public accounting firm, KPMG LLP , is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of our internal control over financial reporting.
Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management's assessment of the effectiveness of our internal control over financial reporting and KPMG LLP's evaluation of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC , including that firm's judgment about the quality of our accounting principles, as applied in its financial reporting.
Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the2024 Form 10-K), which was filed on February 19, 2025 with the SEC .
| Submitted by the Members of the Audit Committee | |||||
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Other
The Board, by resolution, may from time to time establish other committees of the Board, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.
Shareholder Communication with Directors
Our shareholders may send communications to the Board or to individual directors by mail addressed to the Board or to an individual director c/o Liberty Latin America Ltd. , 1550 Wewatta Street , Suite 810, Denver, Colorado 80202, United States . All such communications from our shareholders will be forwarded to our directors on a timely basis.
Executive Sessions
Under the Nasdaq's corporate governance rules, the independent directors are required to meet in regularly scheduled executive sessions, without management participation. In 2024, the independent directors had two such executive sessions. Any interested party who has a conceregarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concein writing addressed to Independent Directors of Liberty Latin America Ltd. , c/o Liberty Latin America Ltd. , 1550 Wewatta Street , Suite 810, Denver, Colorado 80202, United States . The current independent directors of our company are Charles H.R. Bracken , Miranda Curtis , Alfonso de Angoitia Noriega , Paul A. Gould , Roberta S. Jacobson , Brendan Paddick , Daniel E. Sanchez and Eric L. Zinterhofer .
Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information concerning our common shares beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of LILA and LILAB, which are our company's voting securities. Beneficial ownership of our LILAK shares is set forth below only to the extent known by us or ascertainable from public filings. All of the information reported in the table below is based on publicly available filings.
The security ownership information is given as of February 28, 2025 , and, in the case of percentage ownership information, is based upon (1) 37,985,917 shares of LILA, (2) 2,397,984 shares of LILAB and (3) 156,732,892 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.
Our common shares that are issuable on or within 60 days after February 28, 2025 upon exercise of options, vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise stated in the footnotes to the table and as discussed in -Security Ownership of Management, share appreciation rights (SARs) are excluded from the table below because the exercise prices were below the closing prices of our common shares on February 28, 2025 . For purposes of the following presentation, beneficial ownership of shares of LILAB, though convertible on a one-for-one basis into shares of LILA, is reported as beneficial ownership of shares of LILAB, and not as beneficial ownership of shares of LILA, but the voting power of shares of LILA and LILAB has been aggregated.
So far as is known to us, the persons or entities indicated below have sole voting and dispositive power with respect to the common shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
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Title of Class
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Amount and Nature of
Beneficial Ownership
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Percent of
Class (%)
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Voting
Power (%)
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LILA
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1,865,012 | (1) | 4.9 | 27.8 | ||||||||||||||||||||||||
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c/o
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LILAB
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1,535,757 | (2)(3) | 64.0 | |||||||||||||||||||||||||
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Clarendon House,
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LILAK
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11,111,158 |
(1)(3)
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7.1 | |||||||||||||||||||||||||
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Hamilton HM 11,
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LILA
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295,629 | (4) | * | 3.3 | ||||||||||||||||||||||||
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c/o
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LILAB
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175,867 | (4) | 7.3 | |||||||||||||||||||||||||
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Clarendon House,
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LILAK
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575,249 | (4) | * | |||||||||||||||||||||||||
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Hamilton HM 11,
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LILA
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1,160,480 | (5) | 3.0 | 8.8 | ||||||||||||||||||||||||
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c/o
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LILAB
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428,750 | (5) | 17.9 | |||||||||||||||||||||||||
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Clarendon House,
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LILAK
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1,918,690 | (5) | 1.2 | |||||||||||||||||||||||||
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Hamilton HM 11,
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| LILA | 2,630,792 | (6) | 6.9 | 4.2 | |||||||||||||||||||||||||
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Title of Class
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Amount and Nature of
Beneficial Ownership
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Percent of
Class (%)
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Voting
Power (%)
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| LILA | 3,194,839 | (7) | 8.4 | 5.0 | |||||||||||||||||||||||||
| 50 Hudson Yards | LILAK | 10,303,992 | (7) | 6.6 | |||||||||||||||||||||||||
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LILA
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2,711,559 | (8) | 7.1 | 4.3 | ||||||||||||||||||||||||
| Building One | |||||||||||||||||||||||||||||
| LILA | 3,793,348 | (9) | 10.0 | 6.1 | |||||||||||||||||||||||||
| LILAK | 15,599,999 | (9) | 10.0 | ||||||||||||||||||||||||||
| LILA | 1,908,431 | (10) | 5.0 | 3.1 | |||||||||||||||||||||||||
*Less than one percent.
(1)Includes 49,729 LILA shares and 266,574 LILAK shares held by Mr. Malone's spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Based on information available to our company and the Schedule 13D of Mr. Malone filed with the SEC on January 8, 2018 (theMalone Schedule 13D). As disclosed in the Malone Schedule 13D, Mr. Fries , Mr. Malone and the Malone Trust (as defined below) entered into a letter agreement dated as of December 29, 2017 (theLetter Agreement) pursuant to which, under certain circumstances, Mr. Fries would have certain rights with respect to LILAB shares owned by a trust with respect to which Mr. Malone is a co-trustee and, with his wife, retains a unitrust interest (theMalone Trust ). Pursuant to the terms of the Letter Agreement, for so long as Mr. Fries is employed as a principal executive officer or as a director of Liberty Latin America , (a) in the event the Malone Trust or any Permitted Transferee (as defined in the Letter Agreement) is not voting the LILAB shares owned by the Malone Trust , Mr. Fries will have the right to vote such LILAB shares and (b) in the event the Malone Trust or any Permitted Transferee determines to sell such LILAB shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any Permitted Transferee subsequently intends to enter into a sale transaction with a third-party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third-party.
(3)Includes 19,249 LILAB shares and 5,179 LILAK shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also includes 1,516,508 LILAB shares and 2,011,791 LILAK shares held by the Malone Trust .
(4)Information with respect to our common shares beneficially owned by Mr. Fries , our Executive Chairman, is also set forth in -Security Ownership of Management.
(5)Based on information available to our company and an Amendment No. 1 to Schedule 13D filed by Mr. Nair , our President and CEO, with the SEC on March 14, 2024 . Additional information with respect to our common shares beneficially owned by Mr. Nair is also set forth in -Security Ownership of Management.
(6)Based on the Schedule 13G for the year ended December 31, 2020 , filed with the SEC on February 16, 2021 , by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respective number of LILA shares indicated: National Indemnity Company (1,625,185), GEICO Corporation (1,625,185), Government Employees Insurance Company (1,517,798), GEICO Indemnity Company (107,387), BNSF Master Retirement Trust (368,829), Scott Fetzer Collective Investment Trust (54,907) and Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (581,871). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company or control person. National Indemnity Company ,
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(7)Based on two separate filings, each an Amendment No. 5 to Schedule 13G for the year ended December 31, 2023 and filed with the SEC on February 6, 2024 and February 2, 2024 , by BlackRock, Inc. The filings reflect that BlackRock, Inc. has sole voting power over 3,074,284 LILA shares and 10,009,696 LILAK shares and sole dispositive power over 3,194,839 LILA shares and 10,303,992 LILAK shares. All shares covered by such filings are held by BlackRock, Inc. and/or its subsidiaries.
(8)Based on the Schedule 13G for the year ended December 31, 2023 , filed with the SEC on February 9, 2024 , by Dimensional Fund Advisors LP (Dimensional), which reflects that Dimensional has sole voting power over 2,663,120 LILA shares and sole dispositive power over 2,711,559 LILA shares. All shares covered by such filing are held by certain investment companies, commingled funds, group trusts and separate accounts for which Dimensional furnishes investment advice or serves as investment manager or sub-adviser.
(9)Based on two separate filings, an Amendment No. 1 to Schedule 13G for the year ended December 31, 2024 and filed with the SEC on February 12, 2025 with respect to LILA shares and a Schedule 13G filed with the SEC on November 12, 2024 with respect to LILAK shares, by FMR LLC . The filings reflect that FMR LLC has sole voting power over 3,791,427 LILA shares and 15,597,414 LILAK shares and sole dispositive power over 3,793,348 LILA shares and 15,599,999 LILAK shares. The filings reflect the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC , certain of its subsidiaries and affiliates, and other companies. Abigail P. Johnson may be deemed to beneficially own certain of the shares beneficially owned by FMR LLC
(10)Based on the Schedule 13D, dated December 27, 2024 , and filed with the SEC on January 2, 2025 by GAMCO Investors, Inc. et al. The filing reflects that Gabelli Funds LLC has sole voting power over 761,718 LILA shares and sole dispositive power over 761,718 LILA shares, GAMCO Asset Management Inc. has sole voting power over 1,056,668 LILA shares and sole dispositive power over 1,056,713 LILA shares and MJG Associates Inc. has sole voting power over 90,000 LILA shares and sole dispositive power over 90,000 LILA shares.
Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and named executive officers as described below, and by all of our directors and executive officers as a group, of our common shares.
The security ownership information is given as of February 28, 2025 , and, in the case of percentage ownership information, is based upon (1) 37,985,917 shares of LILA, (2) 2,397,984 shares of LILAB and (3) 156,732,892 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.
Our common shares that are issuable on or within 60 days after February 28, 2025 , upon exercise of SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person and for the aggregate percentage owned by the directors and executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. Except as otherwise stated in the footnotes to the table, SARs are excluded from the table below because the exercise prices were below the closing prices of our common shares on February 28, 2025 . For purposes of the following presentation, beneficial ownership of LILAB, though convertible on a one-for-one basis into LILA, is reported as beneficial ownership of LILAB, and not as beneficial ownership of LILA, but the voting power of LILA and LILAB has been aggregated.
So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the common shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the Liberty Latin America 401(k) Savings Plan as of February 28, 2025 , for their respective accounts.
15
| Title of Class |
Amount and Nature of Beneficial Ownership
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Percent of Class (%) | Voting Power (%) | |||||||||||||||||||||||||||||
| LILA | 295,629 | (1)(2) | * | 3.3 | ||||||||||||||||||||||||||||
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Executive Chairman
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LILAB | 175,867 | (3) | 7.3 | ||||||||||||||||||||||||||||
| LILAK | 575,249 | (1)(2) | * | |||||||||||||||||||||||||||||
| LILA | 35,457 | (2)(4) | * | * | ||||||||||||||||||||||||||||
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Director
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LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 78,385 | (2)(4) | * | |||||||||||||||||||||||||||||
| LILA | 36,229 | (2)(5) | * | * | ||||||||||||||||||||||||||||
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Director
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LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 83,216 | (2)(5) | * | |||||||||||||||||||||||||||||
| LILA | 32,024 | (2) | * | * | ||||||||||||||||||||||||||||
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Director
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LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 69,201 | (2) | * | |||||||||||||||||||||||||||||
| LILA | 336,832 | (2)(4) | * | * | ||||||||||||||||||||||||||||
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Director
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LILAB | 8,987 | * | |||||||||||||||||||||||||||||
| LILAK | 449,941 | (2)(4) | * | |||||||||||||||||||||||||||||
| LILA | 18,502 | (2) | * | * | ||||||||||||||||||||||||||||
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Director
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LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 37,004 | (2) | * | |||||||||||||||||||||||||||||
| LILA | 1,160,480 | (2)(6) | 3.0 | 8.8 | ||||||||||||||||||||||||||||
| President, Chief Executive Officer & | LILAB | 428,750 | 17.9 | |||||||||||||||||||||||||||||
| Director | LILAK | 1,918,690 | (2)(6)(7)(8) | 1.2 | ||||||||||||||||||||||||||||
| LILA | 1,448,145 | (2)(4) | 3.8 | 2.3 | ||||||||||||||||||||||||||||
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Director
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LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 1,961,348 | (2)(4) | 1.3 | |||||||||||||||||||||||||||||
| LILA | 23,562 | (2) | * | * | ||||||||||||||||||||||||||||
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Director
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LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 44,759 | (2) | * | |||||||||||||||||||||||||||||
| LILA | 53,582 | (2)(4)(9) | * | * | ||||||||||||||||||||||||||||
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Director
|
LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 12,330,528 | (2)(4)(9) | 7.9 | |||||||||||||||||||||||||||||
| LILA | 282,353 | (2)(6)(8) | * | * | ||||||||||||||||||||||||||||
|
Senior Vice President, Chief Financial
|
LILAB | 20,000 | * | |||||||||||||||||||||||||||||
| Officer | LILAK | 640,893 | (2)(6)(7)(8) | * | ||||||||||||||||||||||||||||
| LILA | 153,276 | (2)(6) | * | * | ||||||||||||||||||||||||||||
|
Senior Vice President, Chief Technology
|
LILAB | - | - | |||||||||||||||||||||||||||||
| & Product Officer | LILAK | 267,528 | (2)(6) | * | ||||||||||||||||||||||||||||
| LILA | 206,208 | (2)(6) | * | * | ||||||||||||||||||||||||||||
|
Senior Vice President, General Manager of
|
LILAB | - | - | |||||||||||||||||||||||||||||
| LILAK | 417,454 | (2)(6) | * | |||||||||||||||||||||||||||||
16
| Title of Class |
Amount and Nature of Beneficial Ownership
|
Percent of Class (%) | Voting Power (%) | |||||||||||||||||||||||||||||
| LILA | 140,600 | (2)(6) | * | * | ||||||||||||||||||||||||||||
|
Senior Vice President, Chief Legal Officer
|
LILAB | 10,000 | * | |||||||||||||||||||||||||||||
| & Secretary | LILAK | 464,728 | (2)(6)(7)(8) | * | ||||||||||||||||||||||||||||
| All directors and executive officers as a group (13 persons) | LILA | 4,016,671 | (1)(2)(4)(5)(6)(8) (9) |
10.4 | 16.7 | |||||||||||||||||||||||||||
| LILAB | 643,604 | (3) | 26.8 | |||||||||||||||||||||||||||||
| LILAK | 18,921,470 | (1)(2)(4)(5)(6)(7) (8)(9) | 12.0 | |||||||||||||||||||||||||||||
* Less than one percent
(1) Includes 8,115 LILA shares and 65,343 LILAK shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Fries' children. Mr. Fries has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Fries disclaims beneficial ownership with respect to these shares.
(2) Includes shares issued to Ms. Lorenzo in payment of our 2024 annual performance bonus program and additional CWP incentive that, in each case, had been certified as earned by the compensation committee and our directors' and named executive officers' RSUs that were scheduled to be settled in our common shares within 60 days of February 28, 2025 , as follows:
| Owner | LILA | LILAK | ||||||||||||
| 24,934 | 49,868 | |||||||||||||
| 3,937 | 7,874 | |||||||||||||
| 7,874 | 15,748 | |||||||||||||
| 7,874 | 15,748 | |||||||||||||
| 1,181 | 2,362 | |||||||||||||
| 7,874 | 15,748 | |||||||||||||
| 192,073 | 384,146 | |||||||||||||
| 7,874 | 15,748 | |||||||||||||
| 7,874 | 15,748 | |||||||||||||
| 7,874 | 15,748 | |||||||||||||
| 66,005 | 132,010 | |||||||||||||
| 59,570 | 119,142 | |||||||||||||
| 95,989 | 191,978 | |||||||||||||
| 53,096 | 106,192 | |||||||||||||
(3) Information with respect to the Letter Agreement is set forth in-Security Ownership of Certain Beneficial Owners.
(4) Includes shares that the following directors have chosen to receive in lieu of their cash retainer for the quarter ended March 31, 2025 :
| Owner | LILA | LILAK | ||||||||||||
| 1,467 | 2,932 | |||||||||||||
| 260 | 520 | |||||||||||||
| 1,425 | 2,849 | |||||||||||||
17
(5) Includes 28,355 LILA shares and 67,468 LILAK shares held by Charlouise Ltd. , which is controlled by Mr. Bracken .
(6) Based on the closing prices of our LILA and LILAK shares on February 28, 2025 , the table below shows the number shares that could have been issued upon the exercise of SARs that were in-the-money on February 28, 2025 and exercisable within 60 days of February 28, 2025 , if such SARs had been vested and exercised on that date:
| Owner | LILA | LILAK | ||||||||||||
| 13,428 | 21,766 | |||||||||||||
| 4,476 | 7,255 | |||||||||||||
| 4,028 | 6,529 | |||||||||||||
| 3,580 | 5,804 | |||||||||||||
| 3,580 | 5,804 | |||||||||||||
(7) Includes shares held in the Liberty Latin America 401(k) Savings Plan, as follows:
| Owner | LILA | LILAK | ||||||||||||
|
|
- | 15,078 | ||||||||||||
| - | 14,980 | |||||||||||||
| - | 14,365 | |||||||||||||
(8) Includes shares held by each individual in an IRA, as follows:
| Owner | LILA | LILAK | ||||||||||||
|
|
- | 1,139 | ||||||||||||
| 20,000 | 753 | |||||||||||||
| - | 176 | |||||||||||||
(9) As of February 28, 2025 , includes 1 share held by Mr. Zinterhofer , 12,203,603 LILAK shares held by Searchlight Leo, LP ; 99,604 LILAK shares held by Searchlight Capital Partners, LP ; 11,572 LILAK shares held by Searchlight Leo Coinvest Partners GP, LLC ; and 45,708 LILA shares held by Searchlight Capital Partners, LP . 12,068,289of the LILAK shares have been pledged to UBS AG, London Branch . By reason of the provisions of Rule 16a-1, Mr. Zinterhofer may be deemed to be the beneficial owner of the securities beneficially owned by these Searchlight affiliates. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by these Searchlight affiliates. Mr. Zinterhofer hereby disclaims beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein and this report shall not be deemed an admission that Mr. Zinterhofer is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Change in Control
We know of no arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company.
18
PROPOSAL 1-THE DIRECTOR ELECTION PROPOSAL
The Board
The Board currently consists of ten directors, divided among three classes. Our Class II directors, whose terms will expire at the 2025 Annual General Meeting of our shareholders, are Miranda Curtis , Brendan Paddick and Daniel E. Sanchez . These directors are nominated for election to the Board to continue to serve as Class II directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class II directors who are elected at the AGM will expire at the 2028 Annual General Meeting of our shareholders. Our Class I directors, whose terms will expire at the 2027 Annual General Meeting, are Charles H.R. Bracken , Balan Nair and Eric L. Zinterhofer . Our Class III directors, whose terms will expire at the 2026 Annual General Meeting of our shareholders, are Michael T. Fries , Alfonso de Angoitia Noriega , Paul A. Gould and Roberta S. Jacobson .
If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the AGM, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board.
The following lists the three nominees for election as a director at the AGM and the seven directors of our company whose term of office will continue after the AGM, and includes, as to each person, how long such person has been a director of our company, such person's professional background, other public company directorships, other positions and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of the Board. The number of our common shares beneficially owned by each director is set forth in this proxy statement under the captionSecurity Ownership of Certain Beneficial Owners and Management.
Vote and Recommendation
A plurality of the combined voting power of the voting shares present in person or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, is required to elect Ms. Curtis and Messrs. Paddick and Sanchez as Class II members of the Board.
The Board unanimously recommends a vote "FOR" the election of each nominee to the Board.
| Nominees for Election | ||||||||
|
Directors Whose Term Expires in 2025
|
||||||||
|
Age: 69
|
A director of our company.
Professional Background:
Other
Other Positions:
Board Membership Qualifications:
|
|||||||
19
|
Age: 61
|
A director of our company.
Professional Background:
Other
Other Positions:
Board Membership Qualifications:
|
|||||||
|
Age: 62
|
A director of our company.
Professional Background:
Other
Other Positions:
Board Membership Qualifications:
|
|||||||
20
|
Directors Whose Term Expires in 2026
|
||||||||
|
Age: 62
|
Executive Chairman of our company.
Professional Background:
Other
Other Positions:GSMA - Board Member;Cablelabs® - Board Member;
Board Membership Qualifications:
|
|||||||
|
Age: 63
|
A director of our company.
Professional Background:
Other
Board Membership Qualifications:
|
|||||||
21
|
Age: 79
|
A director of our company.
Professional Background:
Other
Other Positions:
Board Membership Qualifications:
|
|||||||
|
Age: 64
|
A director of our company.
Professional Background:Ambassador
Other
Board Membership Qualifications:
|
|||||||
22
|
Directors Whose Term Expires in 2027
|
||||||||
|
Age: 58
|
A director of our company.
Professional Background:
Other Position:
Board Membership Qualifications:
|
|||||||
|
Age: 59
|
President, Chief Executive Officer and a director of our company.
Professional Background:
Other
Other Position:
Board Membership Qualifications:
|
|||||||
23
|
Age: 53
|
A director of our company.
Professional Background:
Other
Other Positions:
Board Membership Qualifications:
|
|||||||
24
PROPOSAL 2-THE AUDITORS APPOINTMENT PROPOSAL
We are asking our shareholders to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 , and to authorize the Board, acting by the audit committee, to determine the independent auditors' remuneration.
A representative of KPMG LLP is expected to be present by telephone at the AGM, will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.
Vote and Recommendation
The affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person or represented by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, is required to approve the auditors appointment proposal.
The Board unanimously recommends a vote "FOR" the auditors appointment proposal.
Audit Fees and All Other Fees
The following table presents fees incurred for 2024 and 2023 for professional audit services rendered by KPMG LLP and its international affiliates during the indicated periods for the audit of our consolidated financial statements and the separate financial statements of certain of our subsidiaries and for other services rendered by KPMG LLP and its international affiliates.
Fees billed in currencies other than U.S. dollars were translated into U.S. dollars at the average exchange rate in effect during the year.
|
Year Ended
|
|||||||||||
| 2024 | 2023 | ||||||||||
|
in thousands
|
|||||||||||
|
Audit fees
|
$ | 8,903 | $ | 7,575 | |||||||
|
Audit-related fees(1)
|
156 | 140 | |||||||||
|
Audit and audit-related fees
|
9,059 | 7,715 | |||||||||
|
Tax Fees(2)
|
765 | 850 | |||||||||
|
Total fees
|
$ | 9,824 | $ | 8,565 | |||||||
(1) For 2024 and 2023, audit-related fees related to system and organization controls engagements, regulatory attest services and accounting consultation services.
(2) For 2024 and 2023, tax fees related to tax consultation and tax compliance services.
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to aspre-approved services):
• audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;
25
• audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and
• tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.
Notwithstanding the foregoing general pre-approval, our audit committee approval is specifically required for (1) any individual project involving the provision of pre-approved audit and audit-related services that is expected to result in fees in excess of $150,000 and (2) any individual projects involving any other pre-approved service described above that is expected to result in fees in excess of $75,000 . In addition, any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to its chairman, provided that the fees for any individual project for which such approval is requested are not, in the reasonable judgment of the chairman, likely to exceed $200,000 . At each audit committee meeting, the chairman's approval of services provided by our independent auditors is subject to disclosure to the entire audit committee. Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act (theSarbanes-Oxley Act). All services provided by our independent auditor during 2024 were approved in accordance with the terms of the policy in place.
26
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
Introduction
We are an international provider of fixed, mobile and subsea telecommunications services, serving approximately 4.7 million fixed-line customers in over 20 countries at December 31, 2024 . These customers subscribed to approximately 4.0 million services, consisting of approximately 0.9 million video, 1.8 million broadband internet, and 1.2 million telephony subscriptions. In addition, we had approximately 8.1 million mobile subscribers at December 31, 2024 . Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, accretive mergers and acquisitions and prudent capital structure management.
We were originally incorporated as a Bermuda company on July 11, 2017 , as a wholly-owned subsidiary of Liberty Global plc under the name LatAm Splitco Ltd. and we changed our name to Liberty Latin America Ltd. on September 22, 2017 . During December 2017 , the Board of Directors of Liberty Global plc authorized the split-off of our company from Liberty Global , which was a plan to distribute to the holders of Liberty Global's LiLAC Ordinary Shares, nominal value $0.01 per share, common shares in our company and which was completed on December 29, 2017 (theSplit-Off).
Our operations are in Costa Rica , Panama and Puerto Rico and our Cable & Wireless (C&W) operations are in the Caribbean and Latin America , including subsea and terrestrial fiber optic cable networks connecting over 30 markets throughout the region.
This section presents information concerning compensation arrangements for our named executive officers (NEOs) for the year ended December 31, 2024 . Compensation information is provided for our NEOs - Balan Nair , our President, CEO and also a member of the Board; Christopher Noyes , our Chief Financial Officer; Aamir Hussain , our CTO; Rocio Lorenzo , our Senior Vice President, General Manager of CWP and former Chief Customer Officer; and John Winter , our Chief Legal Officer. After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Nair ).
Executive Summary
Our compensation program plays a key role in promoting our company's operating and financial success and provides incentives for our management team to execute our financial and operational goals.
The primary goals of our executive compensation program are to:
•Motivate our executives to maximize their contributions to the success of our company;
•Attract and retain the best leaders for our business; and
•Align executives' interests to create shareholder value.
During 2024, we executed on a number of operational priorities, which are discussed below in -Compensation Discussion and Analysis. Our Board credits the leadership of Mr. Nair for these achievements.
Compensation Structure
The compensation committee and Board review and approve compensation decisions affecting our NEOs and directors. We place great importance on our ability to attract, retain and motivate talented executives who can continue to grow our business. In general, we seek to design compensation packages for individual executives based on the scope of the executive's responsibilities, the executive's proven performance, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation program to strengthen the link between executive and shareholder interests.
27
Compensation Discussion and Analysis
Overview of Compensation Process
The compensation committee of our Board was established for the purposes of assisting our Board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. In furtherance of its purposes, the compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of the compensation committee reports to our Board on annual compensation decisions and on the administration of existing programs and development of new programs. In addition, meetings of the compensation committee can be attended by any director, including directors who are not committee members. The members of the compensation committee are "independent directors" (as defined under the Nasdaq rules) and "non-employee directors" (as defined in Rule 16b-3 of the SEC's rules under the Exchange Act).
Compensation decisions with respect to our executive officers, including our NEOs, are made by the compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of senior management in a variety of ways, including reviewing and recommending annual salaries, annual performance goals and the level of target and/or maximum performance awards for his executive team and evaluating their performance. With the assistance of our People and Legal Departments , he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee data and legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO's compensation are made in private sessions of the compensation committee without the presence of management.
In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee's own evaluation of company and NEO performance. However, the compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers, and the committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data.
Our shareholders voted, on an advisory basis, on the compensation of our NEOs at our 2024 annual general meeting of shareholders, and we received the approval of approximately 93% of the aggregate votes cast on that proposal. No material changes were made to our executive compensation program as a result of this vote. At our 2024 annual general meeting of shareholders, shareholders elected to hold a say-on-pay vote every three years and our board of directors adopted this as the frequency at which future say-on-pay votes would be held.
In early 2024, the compensation committee approved our NEOs' 2024 compensation, including their target achievable annual cash performance awards, target annual equity awards for 2024, consisting of RSUs and SARs, and the financial and operational targets for earning the annual cash performance awards. Other than Mr. Nair , the NEOs received increases to their 2024 base salaries as discussed in more detail below. The 2024 target achievable annual cash performance and target annual equity awards for our NEOs (other than Mr. Nair ) were identical to the 2023 targets. Mr. Nair's target annual cash performance award increased from $4.25 million in 2023 to $4.5 million in 2024 and his target annual equity award increased from $7.25 million in 2023 to $7.5 million in 2024, in each case, pursuant to his employment agreement with our company. Our NEOs' 2024 compensation is discussed in -Elements of Our Compensation Packagebelow.
We and our subsidiary, LiLAC Communications Inc. (Liberty LA), have also entered into employment agreements with Messrs. Nair, Noyes, Hussain and Winter and Ms. Lorenzo , the terms of which are described below under -Employment and Other Agreements.We believe that it is in our company's best interest to have an employment agreement with Mr. Nair to serve as our CEO and with each of our other NEOs in order to promote stability in management, secure their services for the long term and implement appropriate restrictive covenants.
28
Compensation Philosophy and Goals
The compensation committee has three primary objectives with respect to executive compensation: motivation, retention and long-term value creation for our shareholders.
•Motivate our executives to maximize their contributions
•Establish a mix of financial and operational performance objectives based on our annual budget and our medium-term outlook to balance short- and long-term goals and risks
•Establish individual performance objectives tailored to each executive's role in our company to ensure individual accountability
•Pay for performance that meets or exceeds the established objectives
•Attract and retain superior employees
•Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent
•Include vesting requirements and forfeiture provisions in our multi-year equity awards
•Align executives' interest with shareholders
•Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives for a portion of awarded compensation
•Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives' personal net worth to long-term share price appreciation for our shareholders
Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. A high percentage of the NEOs' total compensation is aligned with shareholder interests and delivered in the form of annual performance bonuses, a significant portion of which are based on company performance, and awards of shareholder appreciation rights.
In approving the level of each compensation element for our executive officers, the compensation committee considers a number of factors, including:
•the responsibilities assumed by the individual executive and the significance of the individual's role to achievement of our financial, strategic and operational objectives;
•the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
•the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;
•from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
•retention risks at specific points in time with respect to individual executives.
29
Setting Executive Compensation
To achieve these compensation objectives, the compensation packages provided to members of our senior management (other than our Executive Chairman), including our NEOs, include three main components: base salary, annual performance awards and multi-year equity incentive awards. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee's role and responsibilities.
For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer's roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders' interests. The compensation committee's objective is for a substantial majority of each executive officer's total direct compensation (that is, base salary plus maximum annual cash performance award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.
We aim to compensate our executive officers at levels that are commensurate with the levels of compensation for executives in similar positions at a group of publicly-traded peer companies. In October 2023 , we updated our peer group based on a review of other companies' similarity to our company with respect to the following criteria: industry, market value, size and revenue:
|
|
|
||||
|
|
|||||
|
(now known as
|
|||||
|
|
|||||
(now known as |
|||||
We evaluate our executive compensation program, including our mix of cash and equity compensation, based on a review of this peer group. The compensation committee reviewed compensation data from these peer companies, and other relevant survey sources, to inform its decision about overall compensation opportunities and specific compensation elements. The compensation committee generally targeted the 75th percentile of peer group compensation levels for our executive compensation program, subject to adjustments based on individual experience, expertise and performance.
Assessing NEO Performance
The compensation committee employs a thorough process to evaluate our NEOs' performance that informs its compensation decisions for the year, including those related to a NEO's base salary, annual performance awards and annual equity awards. This design allows the compensation committee to employ a holistic evaluation process, taking into account factors in and out of their control, while balancing it with our financial and shareholder outcomes, to get to a better result. All of our NEOs provided critical strategic vision and leadership to our company during 2024.
Our CEO's performance goals for 2024 focused on five key areas: network and products; commercial and customer experience; integrations and transformation; finance and strategy; culture and governance. In determining Mr. Nair's compensation, the compensation committee recognized that Mr. Nair continued to rise to the challenges presented by the current macroeconomic environment and his leadership resulted in our achievement of the following accomplishments:
30
| Focus Area | Performance | ||||
| Network and Products |
•Enabled 1 Gigabits per second (Gbps) or above speeds to 97% of our network.
•Built or upgraded approximately 400,000 homes passed in 2024.
•Deployed 5G in
|
||||
| Commercial and Customer Experience |
•Increased digital sales to over 25%.
•Grew our fixed and mobile subscriber base with nearly 100,000 net adds in 2024.
|
||||
| Finance and Strategy |
•Grew revenue, adjusted OIBDA, operating free cash flow (OFCF) and OFCF margin at three of our reporting segments:
•Began process to refinance C&W's
•Grew our investment in
•Completed the acquisition by Liberty Puerto Rico from
•Reached an agreement with Millicom to combine our respective operations in
•Announced partnership with Sparkle and Gold Data to build a new subsea route.
|
||||
| Integrations and Transformation |
•Completed integrations at CWP and Liberty Puerto Rico.
|
||||
| Culture and Governance |
•Managed significant general manager changes at CWP and Liberty Puerto Rico, including upgrading and refreshing key positions.
•Maintained strong culture and engagement with a +4 increase in our employer net promoter score, a widely-used methodology to measure employee experience.
|
||||
In reviewing Mr. Nair's performance, our Board considered both what had been accomplished and how such accomplishments had been achieved. The compensation committee also considered Mr. Nair's responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our operations and finances, the regulatory and organizational complexities in which we compete, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy.
With respect to the individual performance of our other NEOs, the compensation committee reviewed and discussed their performance with our CEO, giving deference to our CEO's evaluation of their performance against their respective 2024 performance goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the Board and events planned for the directors, which assists
31
in informing their judgment and assessment. The individual performance goals for the NEOs related to their respective functional or operational areas of responsibility. In particular:
•Mr. Noyes's 2024 goals related to financial reporting and planning, balance sheet and liquidity management, tax compliance and optimization, and oversight of investor relations and insurance activities. During 2024, Mr. Noyes and his team were responsible for improvements in our balance sheet and liquidity position including the refinancing of $3.3 billion of debt in our C&W debt silo that was completed in early 2025.
•Mr. Hussain's 2024 goals included upgrading our networks to enable speeds of 1 Gbps or above, progressing the shutdown of our copper networks in C&W and CWP, and completing the integration at Liberty Puerto Rico. Throughout 2024, Mr. Hussain's team achieved enabling 1 Gbps or above speeds to 97% of our network, building or upgrading approximately 400,000 homes passed, launching 5G in Costa Rica , Panama , and the Cayman Islands , completing the migration at Liberty Puerto Rico, migrating the IT systems in Panama in early 2024, as well as progressing AI implementation in network and customer service areas.
•Ms. Lorenzo's 2024 goals related to leading our operations in Panama . During 2024, Ms. Lorenzo successfully transitioned to her new role as Senior Vice President, General Manager of CWP, leading our CWP team to sign up more subscribers than its competitor after Digicel's market exit from Panama , and grew revenue and OFCF margin at CWP, with double-digit adjusted OIBDA growth in 2024, deployed 5G in Panama and completed the integration of Claro Panama's operations with CWP. In addition, digital sales at our company increased to over 25% for 2024.
•Mr. Winter's 2024 goals related to overseeing the company's governance, risk and legal matters, establishing company-wide corporate policies, commercial contracting, oversight of regulatory and cybersecurity matters, and effective execution of key financial and strategic transactions. During 2024, Mr. Winter managed with our strategy team the successful negotiation of an agreement with Millicom to combine our respective operations in Costa Rica and the successful completion of the EchoStar Acquisition. Mr. Winter also led our cybersecurity team in its efforts to evolve our controls, testing and readiness to address cybersecurity risks that we face as a company.
The compensation committee considered each NEO's performance and overall leadership relative to the size and complexity of the business and the regions in which Liberty Latin America operates.
Elements of Our Compensation Packages
The implementation of our compensation approach is described below.
Base Salary
General. Base salary represents the least variable element of our executives' compensation and is provided as an economic consideration for each executive's level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are expected to be based on increased responsibilities, company-wide budgets and increases in the cost of living.
2024 Base Salaries. For 2024, the base salaries of Messrs. Nair, Noyes, Hussain and Winter and Ms. Lorenzo were $1.5 million , $708,750 , $656,250 , $577,500 , and $600,000 , respectively. Messrs. Noyes, Hussain and Winter received five percent increases to their 2024 base salaries to reflect a cost-of-living adjustment, and Ms. Lorenzo received a 36 percent increase to her 2024 base salary in connection with her transition from her role as our Chief Customer Officer to Senior Vice President, General Manager of CWP in January 2024 . Our NEOs' initial base salaries are set in their respective employment agreements, the terms of which are described below underEmployment and Other Agreements.
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Annual Performance Awards
General. Annual cash performance awards are one of the variable components of our executive officers' compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance.
Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year's annual cash performance award program and his recommendations for any recognition award. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company, including our NEOs, are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee's approval of any recognition award for the NEOs. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards, and the terms of the annual cash performance award program for the current year, including, in a private session, the goals for our CEO for the coming year.
In connection with our annual cash performance award program, we encourage increased share ownership among management, including our NEOs, in our various countries, aligning incentives among employees and shareholders. As a result, the compensation committee implemented a shareholding incentive plan (SHIP) that allows certain members of senior management to receive up to 100% of their 2024 annual performance awards in our LILA and LILAK shares in lieu of cash. A participant who received shares in respect to their 2023 and earlier annual cash performance award also received RSUs equal to 12.5% of the gross number of shares earned under the annual performance award. The RSUs would vest approximately one year after the grant date, provided the participant held all of the shares issued in respect to the respective annual performance award through that period. The number of common shares granted would be based on the closing prices of our LILA and LILAK shares on the date the performance award was paid and delivered on a one for two ratio between our LILA and LILAK shares. All of our NEOs, except for Ms. Lorenzo (whose 2024 annual bonus is described in more detail below), received their 2024 annual bonus payments in cash.
Design of 2024 Annual Bonus Program and 2024 Performance. The 2024 Annual Bonus Program was adopted and approved in March 2024 . In approving the 2024 annual performance bonus program (the2024 Annual Bonus Program), the compensation committee considered the following key elements:
•the achievement of budgeted revenue growth and operating free cash flow (OFCF) growth; and
•governance objectives focused on compliance and improvements in our internal control framework.
The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 2024 of such metrics, with a maximum payout of 150% for over-performance for each of revenue and OFCF. If less than 25% performance is achieved for the revenue or OFCF goals, then no payout would be earned for that particular metric. The metrics are weighted as: (i) revenue, weighted 25%; (ii) OFCF, weighted 60%; and (iii) governance objectives, weighted 15%.
The 2024 target achievable performance award was $4.5 million for our CEO, representing a $250,000 increase as provided by Mr. Nair's employment agreement with our company, which was renewed in July 2022 (the2022 Nair Agreement), and $1.0 million for each of the other NEOs. Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 2024 annual bonus to up to 130% of the annual bonus result.
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Growth was determined by comparing 2023 actual results, as adjusted for foreign currency exchange rates, for the applicable metric to the amount budgeted for that metric in the 2024 audited consolidated financial statements as approved by our Board. The payout schedule for each financial metric is based on the percentage achievement against the target set at the March 2024 compensation committee meeting, as adjusted for events during the performance period that affect comparability, such as acquisitions, natural disasters, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies.
The revenue growth target for Messrs. Nair, Noyes, Hussain and Winter was based on attainment of budgeted revenue of $4,671 million calculated based on a weighted sum of the parts determined using the weighted 2024 absolute revenue contribution from each of our operating companies (in each case, with a maximum contribution of 150% and a requirement to achieve at least 25% at minimum). To the extent an operation misses the minimum floor, their contribution would be set to zero but would not be negative. Similarly, if they exceed the maximum contribution, their contribution to the metric will be capped at 150%. Ms. Lorenzo's revenue growth target was based on CWP's local revenue target.
The OFCF growth target was company-wide for all bonus participants and was based on attainment of budgeted OFCF of $1,093 million calculated using a weighted sum of the parts determined using the weighted 2024 absolute OFCF growth contribution from each of our operating companies (in each case, with a maximum contribution of 150% and a requirement to achieve at least 25% at minimum). The negative contribution of an operating company with negative OFCF was capped at zero in determining achievement of our OFCF target. Similarly, if any operation exceeds the maximum contribution, their contribution to the metric will be capped at 150%.
The governance objectives consisted of: (i) maintenance and continued improvement of our business process controls, weighted 6%, (ii) significant improvement in our General IT controls (GITCs), weighted 6%, and (iii) completion of our 2024 code of conduct training, weighted 3%.
The business controls component was further broken down into two categories: (x) material weaknesses, weighted 50%, and (y) significant deficiencies, weighted 50%. The business process control targets were based on open deficiencies as of December 31, 2024 , and the final payout percentage for each metric was calculated using interpolation. One or more material weaknesses in our business process controls would result in no bonus for that weighted portion. A 50% payout would be earned on the business controls component if there were no more than two significant deficiencies, and 100% of this component would be earned if there were no material weaknesses and no more than one significant deficiency in our business process controls.
With respect to the GITC targets, 100% of this component would be earned if (i) there were no user access material weaknesses for a certain number of our key financial applications (target systems) in each of our material markets with legacy GITC material weaknesses (control onboarding markets), which is weighted at 50% of the 6% total to be earned, and (ii) if there were no GITC material weaknesses in either of our two material markets without legacy GITC material weaknesses (control execution markets), each being weighted at 25% of the 6% total.
A payout of 50% would be earned with respect to the GITC targets attributable to the control execution markets (i) if there were more than one material weakness in one of the new systems implemented and one material weakness in the legacy systems of one of the control execution markets, which is the minimum target, and (ii) for the control onboarding markets, if the interpolation of the target systems without user access material weaknesses was equivalent to 50% achievement.
A minimum payout of 25% would be earned attributable to the control onboarding markets if the interpolation of the target systems without user access material weaknesses was equivalent to 25% achievement. For the control execution markets, if the minimum target resulting in a 50% payout was not achieved, the payout for these categories would be zero.
At its meeting on February 14, 2025 , the compensation committee reviewed the actual revenue and OFCF for 2024 based on our 2024 audited consolidated financial statements and as adjusted for foreign
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currency exchange rates, natural disasters and an acquisition. It also determined to exercise its discretion to reduce the total bonus payout amount by three percent for our CEO and one percent for our other NEOs. The exercise of the compensation committee's discretion was in each case based on its assessment of our 2024 performance with respect to the internal control component of the 2024 Annual Bonus Program.
The following table provides further details of our 2024 Annual Bonus Program plan for our NEOs, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. At the February 14, 2025 meeting, the compensation committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the table below.
| Goal | % of Target Bonus | |||||||
|
Consolidated Adjusted Revenue(1)
(for Messrs. Nair, Noyes, Hussain and Winter)
Actual Achievement
|
See Discussion Above
|
12.9% | ||||||
|
CWP Adjusted Revenue
(for
Actual Achievement
|
<
>
>
|
0%
1%-24%
25%
26% - 37.5%
20.6%
|
||||||
|
Consolidated Adjusted OFCF(1)(2)
Actual Achievement
|
See Discussion Above
|
40.4% | ||||||
|
Governance Objective: Code of Conduct Training
Actual Achievement
|
<$90%
≥90% ≤100%
>90.0%
|
0%
3.0%
3.0%
|
||||||
|
Governance Objective: Improvements in Internal Control
Business Process Actual Achievement(3)
|
See Discussion of Achievement Ranges Above | 1.5% | ||||||
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| Goal | % of Target Bonus | |||||||
|
Governance Objective: Improvements in Internal Control
GITCs Actual Achievement(3)
|
See Discussion of Achievement Ranges Above | 2.8% | ||||||
| Percentage (%) of Target Achieved | CWP: 68.3% |
|||||||
|
Actual Bonus for 2024(4)
|
Nair:
|
|||||||
|
Noyes:
|
||||||||
|
Hussain:
|
||||||||
|
Lorenzo:
|
||||||||
| Winter: | ||||||||
(1)Adjustments were made in accordance with the terms of the 2024 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These items included (a) adjustments to 2023 revenue and OFCF to reflect foreign currency exchange rates with the 2024 exchange rates; (b) adjusted the 2024 revenue and OFCF for the estimated impact from Hurricane Beryl in Cable & Wireless and Liberty Networks, (c) adjusted 2024 revenue and OFCF for the impact of a storm in Puerto Rico ; and (d) adjusted 2024 revenue and OFCF for the impact of the EchoStar Acquisition. In the aggregate, the adjustments (x) to 2023 amounts resulted in a net increase of revenue by $27 million and a net increase of OFCF by $6 million , entirely related to FX impact, and (y) to 2024 amounts resulted in a net revenue decrease of approximately $1.0 million and a net OFCF increase of $30 million , related to the Hurricane Beryl and Puerto Rico storm impact and the impact of the EchoStar Acquisition.
(2)For purposes of the 2024 Annual Bonus Program, OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
(3)With respect to achievement of improvements in our business process controls, we did not achieve zero material weaknesses but had no more than one significant deficiency as of December 31, 2024 . With respect to achievement of improvements in our GITC controls, there were no user access material weaknesses in four of the target systems of our control onboarding markets, and for the control execution markets, there was more than one material weakness in new systems implemented and no material weaknesses or significant deficiencies in the legacy systems.
(4)To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO's target achievable performance award and reduced by 3.0% for Mr. Nair and 1.0% for the other NEOs, as approved by the compensation committee. In the case of Ms. Lorenzo , who was awarded a recognition bonus award for her performance in 2024 as described above in -Assessing NEO Performance, such result was multiplied by 1.30.
2024 CWP Incentive.In February 2024 , the compensation committee approved an additional $250,000 performance incentive (2024 CWP Incentive) for Ms. Lorenzo in connection with her appointment as Senior Vice President, General Manager of CWP. Vesting for half of the award was conditioned on continued employment in
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her new role as Senior Vice President, General Manager of CWP through June 30, 2024 , which was paid and delivered in the form of 4,006 LILA shares and 7,944 LILAK shares on August 1, 2024 . The remaining half would be earned if CWP achieved its 2024 budgeted revenue ($767.5 million ) and OFCF ($175.0 million ) targets and 90% of its collection target for Panamanian government receivables ($120.0 million ). Each of these performance metrics were equally weighted. In February 2025 , the committee reviewed CWP's achievement of $763.2 million in 2024 revenue, $164.9 million in 2024 OFCF and $133.2 million in collections from the Panamanian government in 2024 and determined to vest the remaining half of the award, which was paid and delivered in the form of 6,247 LILA shares and 12,493LILAK shares on March 14, 2025 .
Equity Incentive Awards
General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, represent a significant portion of our executives' compensation. These awards ensure that our executives have a continuing stake in our company's success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions.
Given the uncertain macroeconomic environment in 2024, in particular in the countries in which we operate, the compensation committee established a 2024 long-term incentive program comprised of RSUs and SARs that vest over a three-year period (the2024 Long-Term Incentive Awards). Furthermore, the compensation committee approved the 2024 performance objectives to be achieved in order to vest in the LILAB performance share unit award that was granted to Mr. Nair pursuant to the 2022 Nair Agreement (together with the 2024 Long-Term Incentive Awards, the2024 Equity Incentive Awards).
The RSUs, SARs and PSUs that comprise the 2024 Equity Incentive Awards were strategically selected by the compensation committee based on the following conclusions and considerations:
•The organizational risks of incentive compensation can be reduced through:
•the use of multiple equity vehicles (for example, RSUs, SARs and PSUs) with different performance, retention, risk and reward profiles; and
•annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant.
•The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to eathe award; and
•The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates.
2024 Long-Term Equity Awards.Pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan), in March 2024 , the compensation committee approved the target annual equity values for 2024 and granted an aggregate of 2,409,444 RSUs (the2024 RSUs) and 4,560,357 SARs (the2024 SARs) to our CEO and the other NEOs of the company.
For the 2024 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for our NEOs. The RSUs and SARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C, reflecting the approximate ratio of issued and outstanding shares of the company's Class A and Class C common shares, and past practice in our incentive plans.
The following table summarizes the target annual equity values and number of 2024 RSUs and 2024 SARs granted to our NEOs:
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|
60% of Target Annual Equity Value in the Form of
|
40% of Target Annual Equity Value in the Form of
|
|||||||||||||||||||||||||
|
|
Target Annual Equity Value
|
Class A 2024 RSU Grant
|
Class C 2024 RSU Grant
|
Class A 2024 SAR Grant | Class C 2024 SAR Grant | |||||||||||||||||||||
| 7,500,000 | 236,220 | 472,440 | 447,094 | 894,188 | ||||||||||||||||||||||
| 2,500,000 | 78,740 | 157,480 | 149,031 | 298,062 | ||||||||||||||||||||||
| 2,250,000 | 70,866 | 141,732 | 134,128 | 268,256 | ||||||||||||||||||||||
| 2,000,000 | 62,992 | 125,984 | 119,225 | 238,450 | ||||||||||||||||||||||
| 2,000,000 | 62,992 | 125,984 | 119,225 | 238,450 | ||||||||||||||||||||||
One-third of the 2024 RSUs and 2024 SARs vest on March 15 of each of 2025, 2026 and 2027. The SARs have a term of ten years and base prices equal to the market closing price of the common shares on the grant date of March 12, 2024 , which was $6.16 for LILA and $6.22 for LILAK.The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company.
Other than Mr. Nair and Ms. Lorenzo , our NEOs' 2024 target equity values did not change from their 2023 target values. For 2024, we increased Mr. Nair's target equity value from $7.25 million to $7.5 million pursuant to the 2022 Nair Agreement, and we increased Ms. Lorenzo's target equity value from $1.5 million to $2.0 million in connection with her transition from Chief Customer Officer to Senior Vice President, General Manager of CWP in January 2024 .
CEO Award of LILAB PSUs.Upon the effective date of the 2022 Nair Agreement, Mr. Nair received an award of 625,000 LILAB shares, that was split into three installments (theSign-on LILAB Award). The first two installments vested on July 28, 2022 and March 15, 2023 . The final installment, consisting of 312,500 PSUs, would vest on March 15, 2024 , subject to the compensation committee's determination that Mr. Nair's 2023 performance met or exceeded the compensation committee's expectations. After reviewing Mr. Nair's 2023 performance, the committee determined to vest 50% of the final installment (or 156,250 PSUs) and to condition vesting of the remaining 50% upon achievement of Mr. Nair's 2024 performance objectives.
The performance objectives for 2024 with respect to the remaining 156,250 PSUs were:
•Financial goals:delivering growth in revenue, OFCF and adjusted OIBDA;
•Operational goals: completing the Liberty Puerto Rico and CWP migrations from AT&T and Claro Panama, respective; improving operational efficiency through OFCF margin expansion; building 300,000 fiber-to-the-home; deploying 5G in Costa Rica ; and
•Governance goals: delivering improvements in our internal control framework across all of our markets.
In addition, the compensation committee's evaluation of Mr. Nair's overall performance could include other factors that the committee deems appropriate, including, for example, leadership, handling adversity, strategic progress and stock price. If the committee determined that Mr. Nair's 2024 performance was "strong" (on a scale of "good" - "strong" - "exceeds"), then Mr. Nair would vest in the PSUs.
"Adjusted OIBDA" is defined as operating income or loss before share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
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In March 2025 , the compensation committee reviewed Mr. Nair's 2024 performance and determined that the PSUs had not been earned. Instead, the committee decided to condition vesting of the 156,250 remaining PSUs on 2025 performance.
Extension of SARs Granted in 2018, 2019 and 2020.In October 2024 , the compensation committee extended the expiration date of SARs granted under the Incentive Plan in 2018, 2019, and 2020 (theSAR Extensions) from the seventh anniversary to the tenth anniversary of the original grants to align with current company and industry practice and to further incentivize the achievement of the company's objectives. There was no change to the exercise prices of the 2018, 2019, and 2020 SARs. They have exercise prices ranging from $18.15 to $21.58 (for 2018), $15.84 to $19.91 (for 2019), and $10.28 to $10.42 (for 2020) in Class A common shares and from $18.24 to $21.39 (for 2018), $15.83 to $20.03 (for 2019), and $10.23 to $10.48 (for 2020) in Class C common shares. For the company's executive officers, the exact number of SARs and their exercise prices are shown in previously filed Forms 4.
Share Ownership Policy
The compensation committee has established an Executive Share Ownership Policy, effective March 2018 , for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that our officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our common shares based on an individual's level in our company and expressed as a multiple of base salary as follows:
|
Position
|
Guideline
|
|||||||
|
Chief Executive Officer
|
5 times base salary
|
|||||||
|
Chief Financial Officer, Chief Technology and Product Officer and Chief Legal Officer
|
4 times base salary
|
|||||||
|
All other members of the Executive Leadership Team
|
3 times base salary
|
|||||||
Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within four years of the policy's effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of common shares owned by an executive and a senior officer, the policy includes the value of common shares owned jointly with and separately by the officer's spouse and minor children, 50% of the value of vested common shares held in the officer's account in the Liberty Latin America 401(k) Savings Plan, and 50% of the in-the-money value of vested options and SARs.
Deferred Compensation Plan
Under the Liberty Latin America Deferred Compensation Plan (theDeferred Compensation Plan), our executive and other officers, who are designated as participants from time to time by the compensation committee, may elect to defer payment of certain of their compensation as described under-Deferred Compensation Planbelow. We do not have a pension or other defined benefit-type plan to offer our executive and senior officers. For these executive officers and employees who are based in the U.S. , we contribute to the defined contribution Liberty Latin America 401(k) Savings Plan, but such contributions are capped by U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior management. With respect to the tax ramifications to us of the Deferred Compensation Plan, the compensation committee noted in adopting the plan that any corporate tax deduction on the deferred compensation may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although the compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our compensation packages, because participation in the plan, and to what extent, is at each participant's discretion.
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Other Benefits
We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are generally limited to personal use of our corporate aircraft, an executive health plan, housing, relocation and education benefits.
Under our aircraft policy, members of our Board, our CEO, other executive officers and certain senior officers, with our CEO's approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the aggregate incremental costs incurred, plus applicable taxes. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. Pursuant to Mr. Nair's employment agreement with our company, Mr. Nair was allotted 100 annual flight hours of personal use of our aircraft without cost reimbursement. If Mr. Nair's personal use of our aircraft exceeds 100 annual flight hours for a relevant calendar year, he will also be obligated to pay us the aggregate incremental cost of such usage over his allotted 100 annual flight hours. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.
The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined using a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS ). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use. For 2024, we reimbursed Mr. Nair for approximately $16,286 in taxes associated with his personal use of our aircraft.
We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.
Tax and Accounting Considerations
While the compensation committee considers the accounting and tax implications of its compensation decisions, other important considerations may outweigh such tax or accounting implications, and the compensation committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws. The compensation committee endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.
The compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.
Recoupment Policy
The compensation committee adopted an executive compensation recoupment policy (theNasdaq recoupment policy) in accordance with the SEC rules and Nasdaq listing rules, effective on October 2, 2023 . Our Nasdaq recoupment policy requires us to recover erroneously awarded performance-based incentive compensation received by current or former members of our executive management team, including our Section 16 officers (as
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defined in Rule 16a-1(f) under the Exchange Act), on or after October 2, 2023 , if we have a qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, subject to limited exceptions. As of the date of this proxy statement, we have not been required to recover any erroneously awarded compensation under our Nasdaq recoupment policy.
Post-Employment Benefits and Change in Control
Our CEO and each of our NEOs are entitled to post-employment benefits under their respective employment agreements. SeeEmployment and Other Agreementsbelow. Additionally, our NEOs and executive officers are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the Incentive Plan provides the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change in control events. Accordingly, the existence of these potential post-employment and change in control benefits has not influenced the compensation committee's decisions with respect to executive compensation.
The compensation committee believes these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual's award or an amendment to an individual's award agreements when appropriate under the circumstances.
For additional information on post-employment benefits and change in control provisions, seePotential Payments upon Termination or Change in Controlbelow.
Timing of Equity Awards
We do not grant options or SARs in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on option or SAR grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such options or SARs. Although we do not have a formal policy with respect to the timing of our stock appreciation right grants, the committee has historically granted such SARs on a predetermined annual schedule.
For purposes of determining the number of LILA and LILAK awards to be granted each year for the target annual equity values of our executive officers and other key employees, the compensation committee expects to use the 1:2 weighted, LILA and LILAK, 5-day average prices of such shares leading up to the date of such committee's approval of the grants to determine the number of awards to issue. The grant date for such awards generally occurs in March of each year. For 2024, awards were granted in mid-March to our NEOs. As a relatively new company, the compensation committee continues to evaluate appropriate timing of grants under our annual equity grant program and may determine to grant awards at another time in subsequent years. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.
During the fiscal year ended December 31, 2024 , none of our named executive officers were awarded options or SARs with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information , and ending one business day after the filing or furnishing of such reports.
Insider Trading Policy; Hedging
Our Board has adopted an Insider Trading Policy that applies to each of directors, officers and employees who are subject to our Code of Conduct. It is intended to ensure compliance with U.S. federal securities laws and exchange listing standards applicable to transactions in securities and prohibits "insider trading" and the disclosure or "tipping" of material nonpublic information to others. A copy of our Insider Trading Policy was filed as Exhibit
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19 to our 2024 Form 10-K. In addition, with regard to our company's trading in our own securities, it is our policy to comply with applicable U.S. federal securities laws and exchange listing standards.
Our Insider Trading Policy requires each of our directors and executive officers to pre-clear all proposed transactions in our company's securities, including hedging or monetization transactions, with the Legal Department or our company's outside counsel. The policy prohibits short sales of our company's securities by any director or employee. We do not have a policy that specifically prohibits our directors, executive officers or employees from hedging the economic risk of any decrease in the market value of our company's equity securities.
Compensation Committee Report
The compensation committee has reviewed theCompensation Discussion and Analysisabove and discussed it with management. Based on such review and discussions, the compensation committee recommended to our Board that theCompensation Discussion and Analysisbe included in this proxy statement.
|
Submitted by the Members of the
Compensation Committee
|
||
42
Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for fiscal years 2024, 2023 and 2022:
|
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
(
|
Option Awards ( |
Non-Equity
Incentive Plan Compensation ( |
Change in Pension Value and Nonqualified Deferred Compensation Earnings(
|
All Other
Compen-sation ( |
Total ($)
|
|||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 1,500,000 | - | 5,643,692 | 8,186,170 | 2,592,000 | 58,547 | 506,660 | 18,487,068 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 | 1,500,000 | - | 8,196,987 | 4,736,240 | 1,395,063 | 43,767 | 289,897 | 16,161,952 | |||||||||||||||||||||||||||||||||||||||||||||||
|
Chief Executive Officer & President
|
2022 | 1,500,000 | 750,000 | 6,584,633 | 5,233,911 | 1,095,000 | 131,193 | 450,880 | 15,745,617 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 703,125 | - | 1,464,564 | 2,308,495 | 596,000 | - | 23,611 | 5,095,795 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 | 675,000 | - | 1,737,419 | 1,633,237 | 252,500 | - | 33,330 | 4,331,487 | |||||||||||||||||||||||||||||||||||||||||||||||
|
Senior Vice President & Chief Financial Officer
|
2022 | 666,667 | - | 1,713,115 | 1,906,964 | 182,500 | 15,802 | 43,824 | 4,528,873 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 651,148 (6)(7) | - | 1,318,108 | 1,523,978 | 596,000 | - | 106,970 | 4,196,204 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 637,365 (7) | - | 1,592,081 | 1,469,917 | 252,500 | - | 114,014 | 4,065,878 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President & Chief Technology and Product Officer | 2022 | 438,702 (7) | - | 1,661,016 | 2,980,886 | 136,875 | - | 83,538 | 5,301,017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 632,121 (6)(7) |
- | 2,171,551 | 1,354,648 | - | - | 151,560 | 4,309,880 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 440,000 (7) | - | 1,241,286 | 979,945 | 328,250 | - | 71,845 | 3,061,326 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President & General Manager of CWP | 2022 | 440,000 (7) | - | 1,110,000 | 1,144,178 | 182,500 | - | 106,816 | 2,983,494 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 572,917 (6) | - | 1,171,651 | 1,873,750 | 596,000 | 21,043 | 23,611 | 4,258,971 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 | 550,000 | - | 1,521,704 | 1,306,598 | 328,250 | 11,669 | 23,035 | 3,741,255 | |||||||||||||||||||||||||||||||||||||||||||||||
|
Senior Vice President, Chief Legal Officer & Secretary
|
2022 | 550,000 | - | 1,411,572 | 1,525,571 | 182,500 | 22,748 | 20,994 | 3,713,385 | |||||||||||||||||||||||||||||||||||||||||||||||
(1)The 2024 dollar amounts shown in the "Stock Awards" column reflect (a) the grant date fair value of the LILA and LILAK shares issued to Ms. Lorenzo on March 15, 2025 for her 2024 Annual Bonus Program payment and the 2024 CWP incentive that she earned, (b) the grant date fair value of each NEO's target 2024 RSUs, and (c) the target LILAB PSU award granted to Mr. Nair with respect to his 2024 performance, in each case, determined in accordance with Topic 718 of the Financial Accounting Standards Board's Accounting Standards Codification (ASC 718). The 2023 dollar amounts shown in the "Stock Awards" column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2024 for the equity portion of the 2023 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of each NEO's target annual RSUs awarded in 2023 (2023 RSUs), and (d) the target LILAB PSU award granted to Mr. Nair with respect to this 2023 performance, in each case, determined in accordance with ASC 718. The 2022 dollar amounts shown in the "Stock Awards" column reflect the grant date fair value of (a) the LILA and LILAK shares issued to each NEO on March 15, 2023 for the equity portion of the 2022 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) each NEO's target annual RSUs awarded in 2022 (2022 RSUs), and (d) the awards granted in
43
connection with the amendment to Mr. Nair's employment agreement, consisting of (i) the portion of the CEO Commitment Award paid in LILAK shares and (ii) the unrestricted LILAB share award and the target LILAB PSU award granted to Mr. Nair with respect to his 2022 performance, in each case, determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 13 to our consolidated financial statements for the year ended December 31, 2024 , which are included in the 2024 Form 10-K.
(2)The 2024 dollar amounts shown in the "Option Awards" column reflect (i) the grant date fair value of the 2024 SARs granted to our NEOs approved on March 12, 2024 and (ii) the incremental share-based compensation expenses associated with the SAR Extensions, both determined in accordance with ASC 718.The dollar amounts for the 2024 SARs assume a risk-free interest rate ranging from 4.2% to 4.3%, a volatility rate ranging from 43.8% to 48.3% and an expected term of 6.0 to 10.0 years. The 2023 dollar amounts shown in the "Option Awards" column reflect the grant date fair value of the 2023 SARs granted to our NEOs approved on March 20, 2023 determined in accordance with ASC 718.The dollar amounts for the SAR awards assume a risk-free interest rate ranging from 3.5% to 4.2%, a volatility rate ranging from 42.1% to 46.7% and an expected term of 6.0 to 10.0 years. The 2022 dollar amounts shown in the "Option Awards" column reflect the grant date fair value of the SARs granted to our NEOs in 2022 and the grant date fair value of Mr. Hussain's award of performance share appreciation rights (PSARs) approved on March 11, 2022 and granted on April 18, 2022 (CTO Phoenix Award ), in each case, determined in accordance with ASC 718.The dollar amounts for the SAR awards and the CTO Phoenix Award assume a risk-free interest rate ranging from 2.0% to 3.7%, a volatility rate ranging from 40.2% to 49.8% and an expected term of 6.0 to 10.0 years. For a description of the assumptions used in these calculations, see Notes 3 and 13 to our consolidated financial statements for the year ended December 31, 2024 , which are included in the 2024 10-K.
(3)The dollar amounts in the "Non-Equity Incentive Plan Compensation" column also reflect the cash payments earned by the NEOs under the 2024 Annual Bonus Program, the 2023 Annual Bonus Program and the 2022 Annual Bonus Program, which were paid out in March of 2025, 2024 and 2023, respectively.
(4)The dollar amounts shown in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.
(5)The following table provides additional information about the 2024 amounts that appear in the "All Other Compensation" column in the Summary Compensation Table above:
|
|
401(k) Plan ($)(a)
|
Life Insurance
($)(b)
|
SIFL Gross-up ($)(b)
|
Housing
($)(b)
|
Airplane Usage ($)(b)
|
Tax Assistance($)(b) | Tuition Reimburse-ment ($)(b) |
Misc.
($)(c)
|
Total ($)
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
23,000 | 611 | 16,286 | - | 458,033 | - | - | 8,730 | 506,660 | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
23,000 | 611 | - | - | - | - | - | - | 23,611 | |||||||||||||||||||||||||||||||||||||||||||||||
| - | 5,995 | - | 84,000 | - | 16,490 | - | 485 | 106,970 | ||||||||||||||||||||||||||||||||||||||||||||||||
| - | 4,140 | - | 82,625 | - | - | 40,285 | 24,510 | 151,560 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
23,000 | 611 | - | - | - | - | - | - | 23,611 | |||||||||||||||||||||||||||||||||||||||||||||||
(a)Represents matching employer contributions made under the Liberty Latin America 401(k) Savings Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America makes a matching contribution equal to 100% of the participant's contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Latin America's incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched.
(b)Amounts reflect the following:
•Premiums for term life insurance under our group term life insurance benefit plans.
•Payments made on behalf of Ms. Lorenzo and Mr. Hussain related to their housing costs.
44
•Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by Mr. Nair was $458,033 ; in addition, Mr. Nair received gross-up amounts totaling $16,286 for personal flight hours. Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.
•Payments made on behalf of Mr. Hussain for tax assistance.
•Reimbursements made to Ms. Lorenzo for dependent tuition support.
(c)Amounts reflect the following:
•Payments made on behalf of Mr. Nair under our executive health plan and for medical and other benefit reimbursements to Ms. Lorenzo .
•Payments with respect to professional risk insurance for Ms. Lorenzo .
•Gifts given to Messrs. Nair and Hussain and Ms. Lorenzo .
(6)The annual base salary in effect for Mr. Hussain for January and February 2024 was $625,000 , which was increased to $656,250 , effective in March 2024 . Prior to becoming Senior Vice President, General Manager of CWP, Ms. Lorenzo's annual base salary was $440,000 , which was increased to $600,000 in February 2024 . The annual base salary in effect for Mr. Winter for January and February 2024 was $550,500 , which was increased to $577,500 , effective in March 2024 .
(7)Mr. Hussain's and Ms. Lorenzo's respective annual base salary also includes payment of a thirteenth month of salary as required by Panamanian law.
45
Grants of Plan-Based Awards
The table below sets forth certain information concerning the grants of equity based awards and the annual performance bonus awards approved and granted to our NEOs under the Incentive Plan during the year ended December 31, 2024 , as described above in-Compensation Discussion and Analysis-Elements of Our Compensation Packages.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All other Option Awards Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/sh)
|
Grant Date Fair Value of Stock & Option Awards
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Board/ Committee Action Date
|
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | 5,850,000 | 5,850,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILA | - | - | - | - | - | - | 4,606 | - | - | 29,018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 236,220 | - | - | 1,455,115 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 447,094 | 6.16 | 1,685,336 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 200,000 | 21.58 | 217,385 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 115,740 | 18.63 | 176,811 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 122,827 | 19.91 | 233,382 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 220,734 | 10.42 | 422,111 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILAB | - | - | - | - | 156,250 | - | - | - | - | 1,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILAK | - | - | - | - | - | - | 9,212 | - | - | 58,128 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 472,440 | - | - | 2,938,577 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 894,188 | 6.22 | 3,394,567 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 400,000 | 21.39 | 435,370 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 231,480 | 18.24 | 359,146 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 245,654 | 20.03 | 446,543 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 441,468 | 10.48 | 825,489 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | 1,300,000 | 1,300,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILA | - | - | - | - | - | - | 1,667 | - | - | 10,502 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 78,740 | - | - | 485,038 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 149,031 | 6.16 | 561,788 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 11,854 | 21.58 | 12,884 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 28,935 | 18.63 | 44,203 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 28,345 | 19.91 | 51,550 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 40,939 | 10.42 | 97,411 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILAK | - | - | - | - | - | - | 3,335 | - | - | 21,044 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 157,480 | - | - | 979,526 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 298,062 | 6.22 | 1,131,520 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 23,708 | 21.39 | 25,804 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 57,870 | 18.24 | 89,786 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 56,690 | 20.03 | 103,050 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
46
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All other Option Awards Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/sh)
|
Grant Date Fair Value of Stock & Option Awards
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Board/ Committee Action Date
|
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 101,878 | 10.48 | 190,499 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | 1,300,000 | 1,300,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILA | - | - | - | - | - | - | 1,667 | - | - | 10,502 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 70,866 | - | - | 436,535 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 134,128 | 6.16 | 505,609 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILAK | - | - | - | - | - | - | 3,335 | - | - | 21043.85 | 21,044 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 141,732 | - | - | 881,573 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 268,256 | 6.22 | 1,018,369 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
LILA
|
- | - | - | - | $ | 433,333 | $ | 433,333 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 2,168 | - | - | 13,658 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 62,992 | - | - | 388,031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 119,225 | 6.16 | 449,431 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | $ | 41,667 | $ | 41,667 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 4,006 | - | - | 41,662 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
LILAK
|
- | - | - | - | $ | 866,667 | $ | 866,667 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 4,335 | - | - | 27,354 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 125,984 | - | - | 783,620 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 238,450 | 6.22 | 905,217 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | $ | 83,333 | $ | 83,333 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 7,944 | - | - | 83,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | 1,300,000 | 1,300,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILA | - | - | - | - | - | - | 1,626 | - | - | 10,244 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 62,992 | - | - | 388,031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 119,225 | 6.16 | 449,431 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 11,854 | 21.58 | 12,884.42 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 24,112 | 18.63 | 36,834.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 23,621 | 19.91 | 42,958.75 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 42,449 | 10.42 | 81,175.57 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILAK | - | - | - | - | - | - | 3,251 | - | - | 20,514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 125,984 | - | - | 783,620 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 238,450 | 6.22 | 905,217 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 23,708 | 21.39 | 25,804 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 48,224 | 18.24 | 74,820 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
47
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All other Option Awards Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/sh)
|
Grant Date Fair Value of Stock & Option Awards
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Board/ Committee Action Date
|
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 47,242 | 20.03 | 85,875 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 84,898 | 10.48 | 158,748 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)These amounts represent the grant date fair value of these awards computed in accordance with ASC 718.
(2)The compensation committee determined that 100% of amounts earned by Messrs. Nair, Noyes, Hussain and Winter under the 2024 Annual Bonus Program would be paid in cash and that 100% of the amount earned by Ms. Lorenzo under the 2024 Annual Bonus Program would be paid in common shares.
(3)Pursuant to the SHIP, the NEOs received RSUs in March 2024 equal to 12.5% of the gross number of shares earned under the 2023 Annual Bonus Program that the NEO elected to receive in common shares rather than cash, as further described above inCompensation Discussion and Analysis-Elements of Our Compensation Packages.These RSUs vested in full on March 1, 2025 provided that the NEO continued to hold all of the shares issued in connection with the 2023 Annual Bonus Program through that period.
(4)These amounts represent the annual equity grant to our executives in the form of RSUs, as more fully described inCompensation Discussion and Analysis-Elements of Our Compensation Packages-Equity Incentive Awards-2024 Long-Term Equity Awardsabove. These RSUs will vest in three equal annual installments on March 15 of 2025, 2026 and 2027.
(5)These amounts represent the annual equity grant to our executives in the form of SARs, as more fully described inCompensation Discussion and Analysis-Elements of Our Compensation Packages-Equity Incentive Awards-2024 Long-Term Equity Awardsabove. These SARs will vest in three equal annual installments on March 15 of 2025, 2026 and 2027.
(6)In connection with our entry into the 2022 Nair Agreement, Mr. Nair received the Sign-on LILAB Award, which was split into three installments. The first two installments vested on July 28, 2022 and March 15, 2023 , and half of the final installment vested on March 15, 2024 . On March 12, 2024 , the compensation committee determined that the remaining 156,250 PSUs, would vest on March 15, 2025 , subject to the compensation committee's determination that Mr. Nair's performance met or exceeded the compensation committee's expectations for 2024, as more fully described inCompensation Discussion and Analysis-Elements of Our Compensation Packages-Equity Incentive Awards-CEO Award of LILAB PSUsabove.
(7)These amounts represent the 2024 CWP Incentive granted to Ms. Lorenzo in connection with her appointment as Senior Vice President, General Manager of CWP, as more fully described inCompensation Discussion and Analysis-Elements of Our Compensation Packages-Annual Performance Awards-2024 CWP Incentiveabove.
(8)These amounts represent the SARs that were extended pursuant to the SAR Extensions, as more fully described inCompensation Discussion and Analysis-Elements of Our Compensation Packages-Equity Incentive Awards-Extension of SARs Granted in 2018, 2019 and 2020above, and the incremental share-based compensation expense associated with the SAR Extensions computed in accordance with ASC 718.
48
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth certain information concerning options, SARs, PSARs, PSUs and RSUs held by our NEOs at December 31, 2024 .
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
LILA
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
200,000 | - | 21.58 |
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
115,740 | - | 18.63 |
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
122,827 | - | 19.91 |
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 220,734 | - | 10.42 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 195,860 | - | 14.00 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,000,000 | - | 14.00 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | - | - | - | - | 45,139 | 287,084 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 200,478 | 100,239 | 9.69 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | - | - | - | - | 3,472 | 22,082 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 15,422 | 7,710 | 9.69 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | - | - | - | - | 120,232 | 764,676 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 116,158 | 232,316 | 7.81 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | - | - | - | - | 236,220 | 1,502,359 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | - | 447,094 | 6.16 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | - | - | - | - | 4,606 | 29,294 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| LILAB | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (5) | - | - | - | - | - | - | 156,250 | 867,188 | ||||||||||||||||||||||||||||||||||||||||||||||||
|
LILAK
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
400,000 | - | 21.39 |
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
231,480 | - | 18.24 |
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
|
245,654 | - | 20.03 |
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 441,468 | - | 10.48 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 391,720 | - | 14.10 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2,000,000 | - | 14.10 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | - | - | - | - | 90,278 | 572,363 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 400,956 | 200,478 | 9.63 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | - | - | - | - | 6,944 | 44,025 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 30,843 | 15,241 | 9.63 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | - | - | - | - | 240,464 | 1,524,542 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 232,316 | 464,632 | 7.78 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | 472,440 | 2,995,270 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 894,188 | 6.22 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 9,212 | 58,404 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
49
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
LILA
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/2/2018
|
11,854 | - | 21.58 |
1/3/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
5/1/2018
|
28,935 | - | 18.63 |
5/1/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
4/1/2019
|
28,345 | - | 19.91 |
5/1/2029
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/13/2020 | 50,939 | - | 10.42 | 3/16/2030 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 75,331 | - | 14.00 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 100,000 | - | 14.00 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | - | - | - | - | 17,361 | 110,416 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | 77,107 | 38,553 | 9.69 | 3/16/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 41,458 | 263,673 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 40,055 | 80,108 | 7.81 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 78,740 | 500,786 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 149,031 | 6.16 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 1,667 | 10,602 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
|
LILAK
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/2/2018
|
23,708 | - | 21.39 |
1/2/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
5/1/2018
|
57,870 | - | 18.24 |
5/1/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
4/1/2019
|
56,690 | - | 20.03 |
5/1/2029
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/13/2020 | 101,878 | - | 10.48 | 3/16/2030 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 150,662 | - | 14.10 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 200,000 | - | 14.10 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | - | - | - | - | 34,722 | 220,137 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | 154,214 | 77,106 | 9.63 | 3/16/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 82,918 | 525,700 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 80,110 | 160,216 | 7.78 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 157,480 | 998,423 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 298,062 | 6.22 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 3,335 | 21,144 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| LILA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/18/2022 | 100,000 | - | 10.75 | 4/19/2032 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 4/18/2022 | - | - | - | - | 15,625 | 99,375 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 4/18/2022 | 69,396 | 34,698 | 10.75 | 4/19/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 37,312 | 237,304 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 36,049 | 72,098 | 7.81 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 70,866 | 450,708 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 134,128 | 6.16 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 1,667 | 10,602 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
|
LILAK
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/18/2022 | 200,000 | - | 10.70 | 4/19/2032 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 4/18/2022 | - | - | - | - | 31,250 | 198,125 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 4/18/2022 | 138,792 | 69,396 | 10.70 | 4/19/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 74,626 | 473,129 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
50
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 72,098 | 144,196 | 7.78 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 141,732 | 898,581 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 268,256 | 6.22 | 3/12/2034 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 3,335 | 21,144 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LILA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/16/2021 | 100,000 | - | 13.53 | 7/17/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 7/16/2021 | 48,465 | - | 13.53 | 7/17/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | - | - | - | - | 10,416 | 66,246 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | 46,264 | 23,132 | 9.69 | 3/16/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 27,874 | 177,279 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 24,034 | 48,064 | 7.81 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 62,992 | 400,629 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 119,225 | 6.16 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 2,168 | 13,788 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
|
LILAK
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/16/2021 | 200,000 | - | 13.57 | 7/17/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 7/16/2021 | 96,930 | - | 13.57 | 7/17/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | - | - | - | - | 20,833 | 132,081 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | 92,528 | 46,264 | 9.63 | 3/16/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 49,750 | 315,415 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 48,066 | 96,130 | 7.78 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 125,984 | 798,739 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 238,450 | 6.22 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 4,335 | 27,484 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
|
LILA
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/2/2018
|
11,854 | - | 21.58 |
1/3/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
5/1/2018
|
24,112 | - | 18.63 |
5/1/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
4/1/2019
|
23,621 | - | 19.91 |
5/1/2029
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/13/2020 | 42,449 | - | 10.42 | 3/16/2030 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 60,265 | - | 14.00 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 100,000 | - | 14.00 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | - | - | - | - | 13,889 | 88,334 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | 61,686 | 30,842 | 9.69 | 3/16/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 33,166 | 210,936 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 32,045 | 64,086 | 7.81 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 62,992 | 400,629 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 119,225 | 6.16 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 1,626 | 10,341 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
|
LILAK
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/2/2018
|
23,708 | - | 21.39 |
1/3/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
5/1/2018
|
48,224 | - | 18.24 |
5/1/2028
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
|
4/1/2019
|
47,242 | - | 20.03 |
5/1/2029
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/13/2020 | 84,898 | - | 10.48 | 3/16/2030 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 120,530 | - | 14.10 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
51
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||||||||||||||||||||||||||||||||||||||||||
| 5/12/2021 | 200,000 | - | 14.10 | 3/16/2031 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | - | - | - | - | 27,778 | 176,113 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | 3/11/2022 | 123,371 | 61,685 | 9.63 | 3/16/2032 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | - | - | - | - | 66,334 | 420,558 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (2) | 3/20/2023 | 64,088 | 128,174 | 7.78 | 3/20/2033 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | - | - | - | 125,984 | 798,739 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (3) | 3/12/2024 | - | 238,450 | 6.22 | 3/12/2034 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 3/15/2024 | - | - | - | - | 3,251 | 20,611 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
(1)Vested on March 15, 2025.
(2)Vests in 2 remaining annual installments on March 15 of 2025 and 2026.
(3)Vests in 3 remaining annual installments on March 15 of 2025, 2026 and 2027.
(4)Vested on March 1, 2025.
(5)Represents the target number of LILAB shares underlying Mr. Nair's Sign-on LILAB PSUs that were subject to achievement of his individual performance objectives during 2024. On March 14, 2025, the compensation committee determined not to vest the target award (or 156,250 LILAB PSUs) on March 15, 2025 and to condition vesting of these PSUs on 2025 performance. If earned, the target award will vest on March 15, 2026.
52
Option Exercises and Stock Vested
The table below sets forth certain information concerning the vesting of our named executive officers' PSUs and RSUs and the shares paid to them in respect of the 2023 annual bonus program during the year ended December 31, 2024.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||
|
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)(1)
|
Value Realized on Vesting ($)
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
|
LILA
|
- | - | 178,565 | 1,125,207 | ||||||||||||||||||||||
| LILAB | - | - | 156,250 | 984,375 | ||||||||||||||||||||||
|
LILAK
|
- | - | 622,251 | 4,141,836 | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
|
LILA
|
- | - | 64,339 | 405,459 | ||||||||||||||||||||||
|
LILAK
|
- | - | 128,677 | 812,295 | ||||||||||||||||||||||
| LILA | - | - | 48,336 | 304,610 | ||||||||||||||||||||||
| LILAK | - | - | 96,671 | 610,251 | ||||||||||||||||||||||
| LILA | - | - | 52,347 | 376,405 | ||||||||||||||||||||||
| LILAK | - | - | 104,627 | 755,470 | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
|
LILA
|
- | - | 53,995 | 340,292 | ||||||||||||||||||||||
| LILAK | - | - | 107,991 | 681,766 | ||||||||||||||||||||||
(1)Includes shares withheld in payment of withholding taxes at election of holder.
53
Employment and Other Agreements
Summary of Mr. Nair's Employment Agreement
The 2022 Nair Agreement, which replaced a 2017 employment agreement with our company on July 28, 2022, has an initial five-year term that expires on July 27, 2027. After the initial term, the 2022 Nair Agreement automatically renews for successive one-year terms unless we, Liberty LA or Mr. Nair provide at least 180 days' prior written notice of their respective intention not to renew the term. Notwithstanding the foregoing, the 2022 Nair Agreement and Mr. Nair's employment may be terminated at any time during the initial five-year term or a renewal term.
In connection with his entry into the 2022 Nair Agreement, Mr. Nair received the CEO Commitment Award of $750,000 in cash and $1.25 million in LILAK shares. Mr. Nair also received the Sign-on LILAB Award that was split into three installments: (i) 125,000 unrestricted shares that were granted and vested on July 28, 2022, (ii) 187,500 LILAB PSUs that vested on March 15, 2023 based on Mr. Nair's attainment of his 2022 individual performance objectives for 2022; and (iii) 312,500 LILAB PSUs that would vest, subject to Mr. Nair's attainment of his 2023 individual performance objectives, on March 15, 2024. On March 12, 2024, the compensation committee determined to vest 50% of the third installment (or 156,250 LILAB PSUs) on March 15, 2024 and to condition vesting of the remaining 50% of the target award on 2024 performance. If earned, the remaining 50% of the target award would have vested on March 15, 2025. In March 2025, the compensation committee reviewed Mr. Nair's 2024 performance and determined that the remaining 50% of the target award (156,250 PSUs) had not been earned. Instead, the committee decided to condition vesting of the 156,250 remaining PSUs on 2025 performance. The 2022 Nair Agreement also provides Liberty Latin America with a right of first refusal with respect to transfers by Mr. Nair of LILAB shares that he receives upon vesting of the Sign-on LILAB Award, subject to certain exceptions.
Pursuant to the 2022 Nair Agreement, Mr. Nair's base salary has remained at $1.5 million for 2023, 2024 and 2025.
During the term of the 2022 Nair Agreement, Mr. Nair is entitled to participate in our equity compensation programs on the same basis as our other executives. Pursuant to these programs, Mr. Nair will be entitled to receive grants of annual equity awards (theAnnual Equity Awards) in the form of PSUs, SARs, or other forms of equity as determined by the compensation committee. In addition, Mr. Nair's annual equity grants will be split into one-third LILA grants and two-thirds LILAK grants, consistent with our past practice. For 2022, the compensation committee increased the target of Mr. Nair's Annual Equity Awards from $6.5 million to $7 million. In 2023, the target value of Mr. Nair's annual equity grant was $7.25 million, which increased to $7.5 million in 2024 and $7.75 million in 2025, pursuant to the terms of the 2022 Nair Agreement and will increase by $250,000 each subsequent year through 2026.
In its sole discretion, the compensation committee may annually increase Mr. Nair's base salary, target annual bonus, or target Annual Equity Award value but may not reduce any of these amounts.
In addition to participating in U.S. employee benefit plans and arrangements sponsored by Liberty LA for the benefit of its senior executive group, Mr. Nair is entitled to use the company's aircraft for up to 100 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with Liberty LA. SeeAircraft Policybelow.
If Mr. Nair's employment is terminated as a result of his death or disability, he or his heirs, as applicable, will be entitled to receive: (1) his accrued but unpaid base salary, reimbursement of his business expenses and any accrued vested benefits under our employee benefit plans (theAccrued Benefits); (2) a pro-rated annual bonus for the year of the termination based on actual performance; (3) full vesting of all non-performance based equity grants; (4) full vesting of the Sign-on LILAB
54
Award based on actual performance; (5) pro-rated vesting of outstanding annual performance awards, based on (x) target if his termination occurs in the first year of a performance period or (y) actual performance if his termination occurs after the first year of a performance period; and (6) continued health coverage for him and his dependents for up to 18 months. In addition, we, in the sole discretion of the compensation committee, may require Mr. Nair or his estate to exchange the LILAB shares issued as a result of vesting of the Sign-on LILAB Award for (i) LILA shares on a one-for-one basis and (ii) $1 million in LILAK shares.
If Mr. Nair's employment is terminated without cause (as defined in the 2022 Nair Agreement) or by Mr. Nair for good reason (as defined in the 2022 Nair Agreement), he will be entitled to receive: (1) the Accrued Benefits; (2) a pro-rated annual bonus for the year of the termination based on actual performance; (3) severance equal to two times (x) the average of Mr. Nair's annualized salary for the year of the termination and salary paid for the prior year and (y) the average of the annualized annual bonus for the year of the termination and annual bonus paid or payable for the prior year paid in installments for the next two years; (4) full vesting of all non-performance based equity grants; (5) full vesting of the Sign-on LILAB Award based on actual performance; (6) vesting of outstanding annual performance equity grants, based on actual performance; (7) if the termination occurs before Mr. Nair's annual equity grants have been granted for the year, a lump sum cash payment equal to 50% of his target grant value for the year of the termination or if such target grant value has not been determined for the year of the termination, the target grant value for the prior year; and (8) continued health coverage for him and his dependents for up to 18 months. In addition, we, in the sole discretion of the compensation committee, may determine to exchange the LILAB shares issued as a result of vesting of the Sign-on LILAB Award for (i) LILA shares on a one-for-one basis and (ii) $1 million in LILAK shares.
If Mr. Nair's employment is terminated without cause or by him for good reason within 13 months of a change in control, he will be entitled to receive: (1) full vesting of his then-unvested equity awards with the Sign-on LILAB Award vesting in full based on actual performance and all other performance awards vesting in full at the greater of target or actual performance; and (2) a lump sum cash payment of severance equal to two times (x) the average of Mr. Nair's annualized salary for the year of the termination and salary paid for the prior year and (y) the average of the annualized annual bonus for the year of the termination and annual bonus paid or payable for the prior year.
If the compensation committee determines that the Sign-on LILAB Award was effectively continued or assumed and a termination occurs after the change in control, the PSU portion of the Sign-on LILAB Award will be earned and remain subject to vesting during the service period and (i) if Mr. Nair's employment is terminated for cause or by him without good reason (and not due to disability), his earned LILAB PSUs will be forfeited or (ii) if Mr. Nair's employment is terminated without cause, due to death or disability or by him for good reason, his earned LILAB PSUs will vest immediately.
If a change in control occurs and the compensation committee determines that the Sign-on LILAB Award has not been effectively continued or assumed, the outstanding PSU portion of the Sign-on LILAB Award will be earned and vest immediately.
For purposes of the 2022 Nair Agreement and the Sign-on LILAB Award agreement, a "change in control" means an "Approved Transaction" (which would include a going-private transaction), "Board Change" or "Control Purchase," each as defined in the Incentive Plan.
If Mr. Nair is terminated for cause (as defined in the 2022 Nair Agreement) or if he resigns (other than for good reason (as defined in the 2022 Nair Agreement)), Mr. Nair will not be entitled to any severance or other benefits under the 2022 Nair Agreement.
In addition, if Mr. Nair's employment is terminated for any reason (other than due to death or disability, by us without cause or by him for good reason), we may, in the sole discretion of the compensation committee, require Mr. Nair to exchange the LILAB shares issued as a result of the vesting of the Sign-on LILAB Award for LILA shares on a one-for-one basis, subject to the following exception. Mr. Nair will not be required to exchange any LILAB shares issued as a result of the vesting of the Sign-on LILAB Award if his employment is terminated due to the expiration of the 2022 Nair Agreement's initial term either because he has elected not to remain our President and Chief Executive Officer following the expiration of the initial term or we have elected not to renew the 2022 Nair Agreement.
Pursuant to the 2022 Nair Agreement, Mr. Nair is subject to customary restrictive covenants, including those relating to non-solicitation, non-interference, non-competition and confidentiality, during the term of the 2022 Nair Agreement and for two years after termination of his employment (or for an indefinite period after termination of employment in the case of the restrictive covenants relating to confidentiality).
55
Summary of the Employment Agreements with our other NEOs
We also entered into employment agreements with Messrs. Noyes and Winter, effective July 24, 2019, with Ms. Lorenzo , effective July 16, 2021, and with Mr. Hussain , effective April 18, 2022. In connection with Ms. Lorenzo's transition from Chief Customer Officer of the Company to Senior Vice President, General Manager of CWP, our compensation committee approved the changes to her 2024 compensation, which were set forth in a letter agreement in January 2024. Each employment agreement provides for an indefinite term continuing until either party provides advance written notice to the other party of their respective intention to terminate employment with the company.
Under their employment agreements, the Officers will each receive a base salary and our CEO or compensation committee may annually increase, but not decrease, each executive's base salary. The initial base salaries set forth in the employment agreements for Messrs. Noyes, Winter and Hussain and Ms. Lorenzo were $550,000, $500,000, $625,000 and $440,000, respectively. In 2021, Mr. Winter's base salary was increased to $550,000, and in 2020 and 2022, Mr. Noyes's base salary was increased to $625,000 and $675,000, respectively. There were no changes to our Officers' 2023 base salaries. In 2024, our compensation committee increased our Officers' salaries (other than Mr. Nair ) as follows: Mr. Noyes - $708,750; Mr. Hussain - $656,250; Mr. Winter - $577,500; and Ms. Lorenzo - $600,000. Each of the Officers will be eligible to eaan annual bonus. The compensation committee also increased our Officers' 2025 salaries (other than Mr. Nair ) as follows: Mr. Noyes - $730,013; Mr. Hussain - $675,938; Mr. Winter - $640,000; and Ms. Lorenzo - $618,000. The target annual bonuses for 2022, 2023, 2024 and 2025 for each of the Officers was $1.0 million. In addition, Ms. Lorenzo was also able to eaan additional $250,000 bonus, of which 50% was tied to CWP's achievement of revenue, OFCF and government collection goals. There is no guaranteed bonus amount. The actual amount of the annual bonus paid to the Officers will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the compensation committee. The compensation committee has the discretion to annually increase or decrease each Officer's target annual bonus.
In addition, each Officer will participate in our equity compensation programs. Pursuant to these programs, they will each be entitled to receive Annual Equity Awards in the form of PSUs, SARs, or other forms of equity as determined by the compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. For 2022, 2023, 2024 and 2025, the target value of these Annual Equity Awards was $2.5 million for Mr. Noyes , $2.25 million for Mr. Hussain , $2.0 million for Mr. Winter . Ms. Lorenzo's target Annual Equity Award of $1.5 million for 2022 and 2023 was increased to $2.0 million for 2024 in connection with her appointment as Senior Vice President, General Manager of CWP and remains at $2.0 million for 2025. The compensation committee has the discretion to annually increase or decrease each Officer's Annual Equity Award value.
If an Officer's employment is terminated as a result of death, the Officer's heirs will be entitled to receive (1) an amount equal to a pro rata portion of the annual bonus he or she would have received for the calendar year of termination, which shall be based on the number of days he or she was employed by our company during the calendar year of termination and actual performance results as determined by the compensation committee and shall be paid at the same time that such bonuses are paid to active executive officers as if his or her employment had not terminated until such date and (2) cash severance equal to one times his or her annual base salary in a single lump sum on the 60th day following the date of termination.
If the company terminates the employment of an Officer without cause, due to his or her disability, or if he or she voluntarily terminates employment for good reason (as those terms are defined in the Officer's respective employment agreement), in addition to the prorated annual bonus described in the foregoing paragraph, (1) if the Officer is U.S. -based,
56
the Officer and his or her family will continue to receive coverage under the company's group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums no higher than those applicable to active senior executive employees of the company for a period ending on the earlier of (x) the one year anniversary of the executive's date of termination and (y) the date that he or she obtains similar coverage from a subsequent employer and (2) the executive will be entitled to cash severance equal to one times the annual base salary in substantially equal installment payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, that if his or her termination is due to a disability, such severance amount shall be reduced by the amount of disability benefits he or she receives pursuant to any employee benefit plans maintained by the company during the period of such installment payments.
If an Officer is terminated for cause (as defined in the Officer's respective employment agreement) or if he or she resigns other than for good reason (as defined in his respective employment agreement), he or she will not be entitled to any severance or other benefits under the employment agreement.
Pursuant to their respective employment agreements, the Officers are subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the employment agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.
Under their respective employment agreements, the Officers have each agreed to waive any rights to a gross-up for any taxes associated with a parachute payment.
Aircraft Policy
Our policy for the personal use of our aircraft by members of our Board, our CEO, other executive officers, including our NEOs, and certain senior officers was established in 2018. The policy allows non-employee directors to use our aircraft for personal flights, subject to availability, without charge. The policy requires each user who is an officer to lease the corporate aircraft for personal use pursuant to an aircraft time sharing agreement and to pay us an amount equal to the aggregate incremental cost of each flight up to certain limits established under the U.S. Federal Aviation Administration rules. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. With approval, family members or guests may join an executive or senior officer or director on a business flight without charge for these additional passengers. Also, on limited occasions, we may allow a business-related flight to land at an airport other than its destination to drop off or pick up a passenger for personal convenience without requiring reimbursement of our incremental cost.
Pursuant to the terms of the 2022 Nair Agreement, Mr. Nair is allowed 100 annual flight hours for personal use of our aircraft. If Mr. Nair's personal use of our aircraft exceeds 100 annual flight hours for a relevant calendar year, he will also be obligated to pay us the aggregate incremental cost of such usage over his allotted 100 annual flight hours.
For U.S. tax reporting purposes, when family members or guests of a director or executive or senior officer travel on business flights, the value of such personal use, determined using a method based on SIFL rates as published by the IRS , is imputed as income to such director or executive or senior officer. A director or executive or senior officer will also have imputed income based on SIFL rates for a personal flight, less any amounts reimbursed to us. In accordance with applicable tax rules and regulations, such imputed income is included in taxable income for the applicable director or executive or senior officer.
Notwithstanding the policy, we and the flight crew retain the authority to determine when a flight may be cancelled or changed for safety or maintenance reasons.
Incentive Plans
Effective December 29, 2017, our Board adopted the Incentive Plan and the Liberty Latin America 2018 Nonemployee Director Incentive Plan (theDirector Plan). We may generally grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either the Incentive Plan or the Director Plan. Common shares issuable pursuant to awards made under the Incentive Plan or the Director Plan will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. These awards may be granted at or above fair value in any class of our common shares. The maximum number of common shares of Liberty Latin America with respect to which awards may be issued under the Incentive Plan and the Director Plan is 75 million (of
57
which no more than 10 million shares may consist of Class B common shares) and 5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan.
Prior to 2020, awards (other than performance-based awards) under the Incentive Plan are expected to generally (1) vest 12.5% on the six month anniversary of the grant date, and 6.25% quarterly thereafter and (2) expire seven years after the grant date. Starting in 2020, our awards (other than performance-based awards) under the Incentive Plan generally vest 33.34% on the twelve month anniversary of the grant date and 33.33% yearly thereafter. All of our SAR awards granted under the Incentive Plan, including SARs granted prior to 2021 which had a seven-year term before the compensation committee approved the SAR Extensions in October 2024, expire ten years after the grant date. Awards of RSUs under the Director Plan generally vest in full on the first anniversary of the grant date, provided the director continues to serve as director immediately prior to the vesting date.
It is our policy that, except for anti-dilution adjustments provided by the Incentive Plan and the Director Plan in connection with corporate transactions, the exercise or base price of common shares for any outstanding option or SAR granted under the Incentive Plan and the Director Plan will not be decreased after the date of grant nor will an outstanding option or SAR granted under the Incentive Plan or the Director Plan be surrendered to our company as consideration for the grant of a new option or SAR with a lower exercise or base price, cash or a new award unless there is prior approval by our shareholders. Any other action that is deemed to be a repricing under any applicable rule of Nasdaq shall be prohibited unless there is prior approval by our shareholders.
Nonqualified Deferred Compensation
The Deferred Compensation Plan was approved by the compensation committee in March 2018 and became effective on May 1, 2018. Officers of Liberty LA, which include our NEOs may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any portion of his or her (1) annual performance award, (2) annual salary up to limits specified by the compensation committee (currently 90%) and (3) award, if any, under a current or future multi-year performance award arrangement.
Compensation deferred under the Deferred Compensation Plan prior to 2022 will be credited with interest initially at the rate of 8.5% per year, compounded daily (the credited interest fund). In setting the interest rate, the compensation committee reviews data on the implied yields of our significant bank debt and outstanding bonds, as well as credit market conditions. The compensation committee reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set, and in fact, reduced the interest rate to 8.0% per year, compounded daily, for compensation deferred in 2022 and 2023. For compensation deferred in 2024, the compensation committee increased the interest rate to 9.5%, which remains the same for compensation deferred in 2025. Deferred equity awards will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions. If the compensation committee approves the establishment of one or more phantom investment funds for purposes of the Deferred Compensation Plan, a participant may, but will not be obligated to, elect one or more of such phantom investment funds as the measurement fund for the purpose of calculating notional earnings, losses and other relevant amounts to be credited to or deducted from all or a portion of his or her deferred compensation instead of the credited interest fund.
The Deferred Compensation Plan provides the compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant's account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company. At the participant's request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions.
58
Our NEOs were eligible to participate under the Deferred Compensation Plan during 2024. Messrs. Nair and Winter, each a U.S. taxpayer as of December 31, 2024, have deferred compensation under the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2024.
|
|
Company Plan |
Executive
contributions
in 2024 ($)(1)
|
Registrant
contributions
in 2024 ($)
|
Aggregate
earnings in
2024 ($)(1)
|
Aggregate
withdrawals/
distributions ($)
|
Aggregate
balance at
12/31/24 ($)(1)
|
||||||||||||||||||||||||||||||||
|
|
LLA | 1,395,063 | - | 267,113 | 1,887,640 | 3,160,748 | ||||||||||||||||||||||||||||||||
| LG | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| LLA | 164,125 | - | 80,063 | - | - | 985,715 | ||||||||||||||||||||||||||||||||
| LG(2) | - | - | 7,140 | - | 87,635 | |||||||||||||||||||||||||||||||||
(1)These totals include amounts deferred by such executive in fiscal year 2024 and the following above-market earnings that were credited to the named executive officer's deferred compensation account during 2024:
|
|
Company Plan |
2024 Above-market Earnings ($)
|
||||||||||||
|
|
LLA | 58,547 | ||||||||||||
| LG | - | |||||||||||||
| LLA | 19,266 | |||||||||||||
| LG | 1,778 | |||||||||||||
(2) Prior to the Split-Off, Mr. Winter was permitted to defer a portion of annual base salary and annual cash bonus under the Liberty Global, Inc. Deferred Compensation Plan (theLG Deferred Compensation Plan). Although such amounts relate to compensation while he was employed by Liberty Global prior to the Split-Off, we reimburse Liberty Global for the interest income that accrues on Mr. Winter's accounts under the LG Deferred Compensation Plan, which was initially set at 8.5% per year, compounded daily, for amounts deferred by Mr. Winter during 2017.
Potential Payments upon Termination or Change in Control
The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of us as of December 31, 2024. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred as of December 31, 2024. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a "double trigger" requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table.
The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.
•Because the base price of SARs granted prior to 2024 to each NEO was more than the closing market price of LILA and LILAK shares, as applicable, on December 31, 2024, these SARs have been excluded from the tables below. SARs, RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2024. On December 31, 2024, the closing market price for LILA, LILAB and LILAK shares was as follows:
•LILA shares: $6.36
•LILAB shares: $5.55
•LILAK shares: $6.34
The termination provisions of the 2022 Nair Agreement and of the employment agreements with each of our other NEOs are described under-Employment and Other Agreementsabove. The Incentive Plan is described under -Incentive
59
Plansabove. In addition to such descriptions, additional information on the termination and/or change in control provisions of these plans and agreements is provided below.
The Deferred Compensation Plan provides that the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company, including in each of the termination of employment scenarios described below. The Deferred Compensation Plan also provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.
Termination of Employment
The availability of benefits under our plans or agreements varies with the reason employment terminates as described below.
Voluntary Termination
The executive would retain his vested equity grants under the incentive plans, which must be exercised within the period following termination prescribed by the applicable plan. See-Outstanding Equity Awards at Fiscal Year-Endabove for amounts in respect of each NEO's vested equity awards as of December 31, 2024. There would be no other payments or benefits, except with respect to elections made under the Deferred Compensation Plan (as applicable).
Retirement
Except with respect to elections made under the Deferred Compensation Plan (as applicable), no benefits are payable to any of our NEOs in the event of retirement. However, under the Incentive Plan a person who retires with a combined age and years of service of 70 or greater will vest an additional year of unvested SARs and RSUs granted under this plan from the date of retirement. Award agreements corresponding to RSUs granted to executive officers (other than Mr. Nair ) on or after January 1, 2024 further provide that the foregoing vesting treatment occurs only if the grantee's date of retirement occurs after the first vesting date of the award. As of December 31, 2024, Messrs. Nair and Noyes were retirement-eligible under the Incentive Plan. The NEOs' benefits are reflected in the "Retirement" column in the Termination of Employment Table below. 2024 RSUs granted to Mr. Noyes would be forfeited if a termination due to retirement occurred before March 15, 2025. Accordingly, the 2024 RSUs granted to Mr. Noyes are excluded from the "Retirement" column in the Termination of Employment Table below. Although the 2022 Nair Agreement provides that the compensation committee may, in its sole discretion, require Mr. Nair to exchange the LILAB shares issued as a result of vesting of the Sign-on LILAB Award for LILA shares on a one-for-one basis, we have assumed that the compensation committee did not require Mr. Nair to complete such an exchange for purposes of the "Retirement" column in the Termination of Employment Table below.
Termination for Cause
The executive would not receive any payment or benefit, except with respect to elections made under the Deferred Compensation Plan (as applicable), and typically would forfeit all unexercised equity awards, whether or not vested. The definition of "cause" varies among the plans and agreements, but generally includes (1) dishonesty, incompetence or other misconduct, (2) failure to perform duties and (3) a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 12 months following a change in control event, "cause" is defined to mean only a felony conviction for fraud, embezzlement or other illegal conduct.
Termination Without Cause
The employment agreements entered into with our NEOs provide for benefits in the case of termination by our company without cause. The 2022 Nair Agreement provides for severance equal to two times (i) the average of Mr. Nair's annualized base salary for the year of termination and salary paid for the prior year and (ii) the average of Mr. Nair's annualized annual bonus for the year of termination and the annual bonus paid or payable for the prior year. The other NEOs' employment agreements provide for severance of one times base salary, plus an amount equal to a pro rata portion of the annual bonus he or she would have received for the calendar year of termination, which shall be based on the number of days he or she was employed by our company during the calendar year of termination and actual performance results as determined by the compensation committee. See -Employment and Other Agreementsabove. The 2022 Nair Agreement also provides for a pro-rated annual bonus for the year of termination based on actual performance, full vesting of his outstanding non-performance-based equity awards, full vesting of the Sign-on LILAB Award based on actual performance and vesting of outstanding annual performance equity awards based on actual performance. If Mr. Nair is terminated without cause before his annual equity grant has been granted for the year, he will also receive a lump sum cash payment equal to
60
50% of his target grant value for the year of the termination or if such target grant value has not been determined for the year of the termination, the target grant value for the prior year.In addition, the 2022 Nair Agreement provides that the compensation committee may, in its sole discretion, require Mr. Nair to exchange the LILAB shares issued as a result of vesting of the Sign-on LILAB Award for (i) LILA shares on a one-for-one basis and (ii) $1 million in LILAK shares pursuant to the 2022 Nair Agreement.
Under the SARs awarded to our other executives, if termination of employment is without cause and occurs after the first scheduled vesting date for the award, then the employee would be entitled to accelerated vesting of a pro rata portion of one-third of the unvested amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination. The 2022 SARs and 2023 SARs have been excluded from the "By Company Without Cause" column in the table below because the exercise prices exceeded the closing stock prices of our LILA and LILAK shares on December 31, 2024. The 2024 SARs would be forfeited if a termination of employment without cause occurred before March 15, 2025.
Under the 2022 RSUs and 2023 RSUs awarded to our executives, other than Mr. Nair , if termination of employment is without cause and occurs after March 15, 2023 or March 15, 2024, respectively, then the employee would be entitled to accelerated vesting of a pro rata portion of one-third of the unvested amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination. The 2024 RSUs provide that the entire award will be forfeited if a termination (other than due to death or disability) occurs before March 15, 2025. Accordingly, the 2024 RSUs granted to our NEOs, other than Mr. Nair whose grant is governed by the 2022 Nair Employment Agreement, are excluded from the "By Company Without Cause" column in the Termination of Employment table below. The outstanding RSUs granted under the SHIP provide that if termination of employment is without cause, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. For the benefits payable under the applicable employment agreement or award agreement and the value of the prorated vesting of awards, if any, see the "By Company Without Cause" column in the Termination of Employment Table below.
Death
In the event of death, unless otherwise provided in another agreement, the Incentive Plan provides for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. The 2022 Nair Agreement provides for a pro-rated annual bonus for the year of termination based on actual performance, full vesting of his outstanding non-performance-based equity awards, full vesting of the Sign-on LILAB Award based on actual performance and pro-rated vesting of Mr. Nair's outstanding annual performance equity awards based on (i) target if his termination occurs in the first year of a performance period or (ii) actual performance if his termination occurs after the first year of a performance period. The 2022 Nair Agreement also provides that the compensation committee may, in its sole discretion, require Mr. Nair's estate to exchange the LILAB shares issued as a result of vesting of the Sign-on LILAB Award for (i) LILA shares on a one-for-one basis and (ii) $1 million in LILAK shares pursuant to the 2022 Nair Agreement. PSAR awards granted to the NEOs pursuant to the Incentive Plan in 2021 (or 2022 in Mr. Hussain's case) (thePhoenix Awards), which are fully vested, have been excluded from the "Death" column in the table below because the exercise prices exceeded the closing stock prices of our LILA and LILAK shares on December 31, 2024. The outstanding RSUs granted under the SHIP provide that if termination of employment occurs due to death, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. The NEOs' employment agreements (other than for Mr. Nair ) provide for a payment of one times base salary plus an amount equal to a pro rata portion of the annual bonus he or she would have received for the calendar year of termination, which shall be based on the number of days he or she was employed by our company during the calendar year of termination and actual performance results as determined by the compensation committee. The value of all these benefits is in the "Death" column in the Termination of Employment Table, except that the 2022 SARs and the 2023 SARs have been excluded because the exercise prices exceeded the closing stock prices of our LILA and LILAK shares on December 31, 2024. No amounts are shown for payments pursuant to life insurance policies, which we make available to all our salaried employees.
Disability
In the event of termination of employment due to disability, unless otherwise provided in another agreement, the Incentive Plan provides for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. If Mr Nair's employment is terminated due to disability, he would also be entitled to the same benefits as described in -Deathabove The outstanding RSUs granted under the SHIP provide that if termination of employment
61
occurs due to disability, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees. The Phoenix Awards, which are fully vested, have been excluded from the "Disability" column in the table below because the exercise prices exceeded the closing stock prices of our LILA and LILAK shares on December 31, 2024. The NEOs' employment agreements (other than for Mr. Nair ) provide for a payment of one times base salary plus an amount equal to a pro rata portion of the annual bonus he or she would have received for the calendar year of termination, which shall be based on the number of days he or she was employed by our company during the calendar year of termination and actual performance results as determined by the compensation committee. The value of all these benefits is in the "Disability" column in the Termination of Employment Table, except that the 2022 SARs and the 2023 SARs have been excluded because the exercise prices exceeded the closing stock prices of our LILA and LILAK shares on December 31, 2024. For purposes of the Incentive Plan, SARs, the 2022 RSUs, the 2023 RSUs, and the 2024 RSUs, "disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable condition that has lasted or can be expected to last for a continuous period of at least 12 months or can be expected to result in death; provided, however, that Mr. Nair's equity awards, defer to the definition of "disability" in the 2022 Nair Agreement which generally means his qualification for benefits under our long-term disability plan.
Resignation for Good Reason
The employment agreements with our NEOs provide for benefits in the case of resignation for good reason. See
-Employment and Other Agreementsabove. Except with respect toMr. Nair , the compensation committee has the discretion to vest a portion of the RSUs upon a termination for good reason. Otherwise, no payment or benefit is required upon resignation by an executive for good reason absent a change in control. The other benefits payable for termination due to good reason under the employment agreements with our NEOs are the same as the benefits payable upon a termination by our company without cause.
-Employment and Other Agreementsabove. Except with respect to
The 2022 Nair Agreement defines good reason as a material diminution in Mr. Nair's position, title, authority, reporting lines, status, duties or responsibilities, a material breach of the 2022 Nair Agreement, a reduction in his base salary, target annual bonus or target annual equity award, relocation of his principal place of employment that is more than 35 miles from the Denver Metro area and our failure to re-nominate Mr. Nair to our board of directors or Mr. Nair ceasing to be a member of the executive committee of our board of directors.
For our other NEOs, good reason includes the assignment of duties materially inconsistent with the NEO's position, authority, duties or responsibilities or an action by us that results in a material diminution in his position, authority, duties or responsibilities, a material breach of the employment agreement by us, a reduction in his base salary or target annual bonus opportunity or relocation of his principal place of employment from the Denver area or, in the case of Mr. Hussain and Ms. Lorenzo , Panama City, Panama . See the "By Company Without Cause" column in the Termination of Employment Table below.
62
Termination of Employment
|
|
By Company Without Cause ($)
|
Disability ($)
|
Death ($)
|
Retirement ($)
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
| Severance & Bonus Payment | 10,974,125 | 2,592,000 | 2,592,000 | - | ||||||||||||||||||||||
|
Deferred Compensation (1)
|
3,160,748 | 3,160,748 | 3,160,748 | 3,160,748 | ||||||||||||||||||||||
|
SARs Accelerated
|
196,721 | 196,721 | 196,721 | 65,574 | ||||||||||||||||||||||
|
RSUs & PSUs Accelerated
|
7,800,098 | 7,800,098 | 7,800,098 | 3,657,070 | ||||||||||||||||||||||
| Exchange of Vested Sign-on LILAB Award Shares | 1,363,488 | 1,363,488 | 1,363,488 | - | ||||||||||||||||||||||
|
Benefits (2)
|
47,252 | 47,252 | 47,252 | - | ||||||||||||||||||||||
|
Total
|
23,542,431 | 15,160,306 | 15,160,306 | 6,883,392 | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
|
Severance & Bonus Payment
|
1,304,750 | 1,304,750 | 1,304,750 | - | ||||||||||||||||||||||
|
SARs Accelerated
|
- | 65,574 | 65,574 | - | ||||||||||||||||||||||
|
RSUs Accelerated
|
207,631 | 2,561,765 | 2,561,765 | 680,681 | ||||||||||||||||||||||
|
Benefits (2)
|
31,501 | 31,501 | - | - | ||||||||||||||||||||||
|
Total
|
1,543,882 | 3,963,589 | 3,932,088 | 680,681 | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
| Severance & Bonus Payment | 1,252,250 | 1,252,250 | 1,252,250 | - | ||||||||||||||||||||||
|
SARs Accelerated
|
- | 59,016 | 59,016 | - | ||||||||||||||||||||||
|
RSUs Accelerated
|
189,499 | 2,388,968 | 2,388,968 | - | ||||||||||||||||||||||
|
Benefits (2)
|
31,501 | 31,501 | - | - | ||||||||||||||||||||||
|
Total
|
1,473,250 | 3,731,735 | 3,700,234 | - | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
|
Severance & Bonus Payment
|
1,474,900 | 1,474,900 | 1,474,900 | - | ||||||||||||||||||||||
|
SARs Accelerated
|
- | 52,459 | 52,459 | - | ||||||||||||||||||||||
|
RSUs Accelerated
|
112,521 | 1,912,581 | 1,912,581 | - | ||||||||||||||||||||||
|
Benefits (2)
|
25,136 | 25,136 | - | - | ||||||||||||||||||||||
|
Total
|
1,612,557 | 3,465,076 | 3,439,940 | - | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
| Severance & Bonus Payment | 1,173,500 | 1,173,500 | 1,173,500 | - | ||||||||||||||||||||||
| Deferred Compensation (1) | 985,715 | 1,073,350 | 1,073,350 | 985,715 | ||||||||||||||||||||||
|
SARs Accelerated
|
- | 52,459 | 52,459 | - | ||||||||||||||||||||||
|
RSUs Accelerated
|
170,630 | 2,126,260 | 2,126,260 | - | ||||||||||||||||||||||
|
Benefits (2)
|
29,250 | 29,250 | - | - | ||||||||||||||||||||||
|
Total
|
2,359,095 | 4,454,819 | 4,425,569 | 985,715 | ||||||||||||||||||||||
(1) Each of Mr. Nair and Mr. Winter had the right to file an election at the time of his initial deferral to receive distributions under the Deferred Compensation Plan and the LG Deferred Compensation Plan upon his separation from service, including under the termination scenarios in the table above. For purposes of the tabular presentation above, we have assumed that each of Mr. Nair and Mr. Winter has elected to receive a lump sum payout of the account balance in the Deferred Compensation Plan upon a termination without cause at our company or retirement from our company. The
63
Deferred Compensation Plan and the LG Deferred Compensation Plan each provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.
(2) Our executives would be entitled to maintenance of health benefits for them and their dependents during the 12-month period (or in Mr. Nair's case, the 18-month period) following his termination. For Mr. Nair , this amount represents the full estimated cost of providing this benefit to him and his dependents. For our other NEOs, these amounts represent our portion of the cost of providing this benefit to the NEO and his respective dependents, assuming payment of premiums by the NEO.
Change in Control
The Incentive Plan and the Sign-on LILAB Award each provide for various benefits either upon the occurrence of specified change in control events or upon termination of employment following a change in control event.
Change in Control Events
The change in control events vary under the relevant arrangements but generally fall into three categories:
1. A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our Board. We refer to this change in control event as an "Unapproved Control Purchase."
2. During any two-year period, persons comprising the Board at the beginning of the period cease to be a majority of the Board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change in control event as a "Board Change."
3. Our Board approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our common shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change in control event as a "Reorganization."
Under the Incentive Plan, outstanding equity awards will vest in full upon the occurrence of an Unapproved Control Purchase or Board Change and immediately prior to consummation of a Reorganization, unless, in the case of a Reorganization, the compensation committee determines that effective provision has been made for the award to be assumed or replaced with an equivalent award.
If a change in control occurs and the compensation committee determines that the Sign-on LILAB Award has not been effectively continued or assumed, the outstanding PSU portion of the Sign-on LILAB Award will be earned and vest immediately.
For purposes of the table below, the Phoenix Awards, which are fully vested, have been excluded because the exercise prices exceeded the closing prices of our LILA shares and LILAK shares on December 31, 2024.
The Deferred Compensation Plan provides the compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant's account balance.
Termination After Change in Control
If Mr. Nair's employment is terminated without cause or by him for good reason within 13 months of a change in control, he will be entitled to receive: (1) full vesting of his then-unvested equity awards with the Sign-on LILAB Award vesting in full based on actual performance and all other performance awards vesting in full at the greater of target or actual performance; and (2) a lump sum cash payment of severance equal to two times (x) the average of Mr. Nair's annualized salary for the year of the termination and salary paid for the prior year and (y) the average of the annualized annual bonus for the year of the termination and annual bonus paid or payable for the prior year.
If the compensation committee determines that the Sign-on LILAB Award was effectively continued or assumed and a termination occurs after the change in control, the PSU portion of the Sign-on LILAB Award will be earned and remain subject to vesting during the service period and (i) if Mr. Nair's employment is terminated for cause or by him without good
64
reason (and not due to disability), his earned LILAB PSUs will be forfeited or (ii) if Mr. Nair's employment is terminated without cause, due to death or disability or by him for good reason, his earned LILAB PSUs will vest immediately.
If the SAR awards are continued after a Reorganization, the awards provide for full vesting if the executive is terminated by us without cause or resigns with good reason within twelve months after the Reorganization, or if later, within the expiration of a 30-day cure period that began once the executive provided written notice of an event giving rise to good reason.
For purposes of the SAR awards, "good reason" for a participant to resign following a change in control event requires that one of the following has occurred without the consent of the participant: (1) a material diminution in the participant's base compensation; (2) a material diminution of his or her official position or authority; or (3) a required relocation of his or her principal business office to a different country. Additional procedural requirements apply for a resignation to qualify as being for "good reason." See -Resignation for Good Reasonabove for the definition of "good reason" applicable to Mr. Nair's equity awards.
The "Employment Terminated" columns assume that the executive's employment is terminated as of December 31, 2024, without cause and include the incremental benefits that would result from such a termination under the employment agreements and equity incentive plans as described under-Termination of Employmentabove.
280G Tax Gross-Up.Our NEOs have agreed in their employment agreements to waive any rights they would have under any equity or other agreements to any 280G tax gross-up payment from us or Liberty LA. The NEOs' employment agreements limit the change in control benefits payable to them as necessary to mitigate the adverse impact of the golden parachute excise tax under Section 4999 of the Internal Revenue Code on the NEOs.
For purposes of the change-of-control events in the table below, we have assumed that the amounts payable to the NEOs would not exceed the threshold that would subject such amounts to excise taxes pursuant to Section 280G of the Code and that no parachute cap would apply.
Change In Control
|
Unapproved Control
Purchase /Board Change - Plan Benefits Continued |
Reorganization-Plan
Benefits Continued |
Change in Control - Plan
Benefits Not Continued |
||||||||||||||||||||||||
|
|
Employment
Terminated ($) |
Employment
Continues ($) |
Employment
Terminated ($) |
Employment
Continues ($) |
||||||||||||||||||||||
| Severance Payment | 8,382,125 | - | 8,382,125 | - | ||||||||||||||||||||||
| Deferred Compensation (1) | 3,160,748 | 3,160,748 | 3,160,748 | 3,160,748 | ||||||||||||||||||||||
| SARs Accelerated | 196,721 | 196,721 | 196,721 | 196,721 | ||||||||||||||||||||||
| RSUs & PSUs Accelerated | 7,800,098 | 7,800,098 | 7,800,098 | 7,800,098 | ||||||||||||||||||||||
| Exchange of Vested Sign-on LILAB Award Shares | - | - | - | - | ||||||||||||||||||||||
| Benefits (2) | 47,252 | - | 47,252 | - | ||||||||||||||||||||||
| Total | 19,586,944 | 11,157,567 | 19,586,944 | 11,157,567 | ||||||||||||||||||||||
65
|
Unapproved Control
Purchase /Board Change - Plan Benefits Continued |
Reorganization-Plan
Benefits Continued |
Change in Control - Plan
Benefits Not Continued |
||||||||||||||||||||||||
|
|
Employment
Terminated ($) |
Employment
Continues ($) |
Employment
Terminated ($) |
Employment
Continues ($) |
||||||||||||||||||||||
| Severance Payment | 1,304,750 | - | 1,304,750 | - | ||||||||||||||||||||||
| SARs Accelerated | 65,574 | 65,574 | 65,574 | 65,574 | ||||||||||||||||||||||
| RSUs Accelerated | 2,561,765 | 2,561,765 | 2,561,765 | 2,561,765 | ||||||||||||||||||||||
| Benefits (2) | 31,501 | - | 31,501 | - | ||||||||||||||||||||||
| Total | 3,963,589 | 2,627,338 | 3,963,589 | 2,627,338 | ||||||||||||||||||||||
| Severance Payment | 1,252,250 | - | 1,252,250 | - | ||||||||||||||||||||||
| SARs Accelerated | 59,016 | 59,016 | 59,016 | 59,016 | ||||||||||||||||||||||
| RSUs Accelerated | 2,388,968 | 2,388,968 | 2,388,968 | 2,388,968 | ||||||||||||||||||||||
| Benefits (2) | 31,501 | - | 31,501 | - | ||||||||||||||||||||||
| Total | 3,731,735 | 2,447,984 | 3,731,735 | 2,447,984 | ||||||||||||||||||||||
| Severance Payment | 1,474,900 | - | 1,474,900 | - | ||||||||||||||||||||||
| SARs Accelerated | 52,459 | 52,459 | 52,459 | 52,459 | ||||||||||||||||||||||
| RSUs Accelerated | 1,912,581 | 1,912,581 | 1,912,581 | 1,912,581 | ||||||||||||||||||||||
| Benefits (2) | 25,136 | - | 25,136 | - | ||||||||||||||||||||||
| Total | 3,465,076 | 1,965,040 | 3,465,076 | 1,965,040 | ||||||||||||||||||||||
| Severance Payment | 1,173,500 | - | 1,173,500 | - | ||||||||||||||||||||||
| Deferred Compensation (1) | 985,715 | 985,715 | 985,715 | 985,715 | ||||||||||||||||||||||
| SARs Accelerated | 52,459 | 52,459 | 52,459 | 52,459 | ||||||||||||||||||||||
| RSUs Accelerated | 2,126,260 | 2,126,260 | 2,126,260 | 2,126,260 | ||||||||||||||||||||||
| Benefits (2) | 29,250 | - | 29,250 | - | ||||||||||||||||||||||
| Total | 4,367,184 | 3,164,434 | 4,367,184 | 3,164,434 | ||||||||||||||||||||||
(1) For purposes of the tabular presentation above, we have assumed that the compensation committee will use its discretion to terminate the Deferred Compensation Plan and distribute each participant's account balance if a change in control of our company had occurred on December 31, 2024. The amounts in this table exclude the amounts held in Mr. Winter's account under the LG Deferred Compensation Plan, which is disclosed inNonqualified Deferred Compensationabove.
(2) Our executives would be entitled to maintenance of health benefits for them and their dependents during the 12-month period (or in Mr. Nair's case, the 18-month period) following his termination. For Mr. Nair , this amount represents the full estimated cost of providing this benefit to him and his dependents. For our other NEOs, these amounts represent our portion of the cost of providing this benefit to the NEO and his respective dependents, assuming payment of premiums by the NEO.
CEO Pay Ratio
We are a global company that employs approximately 10,000 people (on a full-time and part-time equivalent basis at year-end 2024) in approximately 40 markets, with a majority of our work force located outside the U.S. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and the respective country and local employment markets. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute.
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Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For the year ended December 31, 2024:
•The annual total compensation of the employee identified as the median of our company (other than our CEO) was $37,009.
•The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $18,487,068.
Based on the above, our 2024 CEO to median employee pay ratio is 500:1. Excluding Mr. Nair's $3,106,236 of incremental share-based compensation expense associated with the SAR Extensions, which was a one-time expense, the CEO to median employee pay ratio becomes 416:1.
This pay ratio is an estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
We identified our median employee by collecting payroll data of our employee population on December 31, 2024, consisting of salary and wages (including overtime), annual bonus amounts and, if applicable, employer-paid 401(k) match contributions. At that time, our employee population consisted1.98% U.S. employees and 98.02% non-U.S. employees. We annualized the compensation of all newly hired permanent and part-time employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee's total annual compensation in accordance with the requirements of the Summary Compensation table.
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Pay versus Performance
The following table sets forth information concerning the total compensation of our NEOs as reported in the Summary Compensation Table, compensation actually paid as defined in Regulation S-K Item 402(v) and our financial performance for fiscal years 2024, 2023, 2022, 2021 and 2020. "Compensation actually paid" has been calculated in accordance with Regulation S-K Item 402(v) and differs from Total Compensation as reported in the Summary Compensation Table during 2020, 2021, 2022, 2023 and 2024. References to "PEO" in the table below are to Mr. Nair , who has been our President and Chief Executive Officer since the Split-off was completed in December 2017. For further information concerning our variable pay-for-performance philosophy and how we design our executive compensation program to motivate our executives to achieve our company performance objectives and also reward individual performance, see -Compensation Discussion and Analysisabove.
Pay versus Performance Table
| Value of Initial Fixed $100 Investment Based on: | |||||||||||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in millions) |
Consolidated Adjusted OFCF (in millions) |
|||||||||||||||||||||||||||
| (a) | ($)(b) | ($)(c) | ($)(d)(1) | ($)(e) | LILA ($)(f)(2) |
LILAK ($)(g)(2) |
($)(h)(2) | ($)(i) | ($)(j)(3) | ||||||||||||||||||||||||||
| 2024 | 18,487,068 | 14,639,298 | (4) | 4,465,213 | 3,790,153 | (5) | 34.98 | 34.63 | 108.78 | (627.3) | 897.9 | ||||||||||||||||||||||||
| 2023 | 16,161,952 | 14,550,211 | 3,799,987 | 3,421,769 | 40.21 | 40.09 | 101.19 | (86.8) | 973.0 | ||||||||||||||||||||||||||
| 2022 | 15,745,617 | 6,402,860 | 4,131,692 | 2,423,503 | 41.42 | 41.51 | 92.13 | (207.8) | 930.0 | ||||||||||||||||||||||||||
| 2021 | 37,576,803 | 31,662,646 | 6,226,351 | 5,596,550 | 64.13 | 62.27 | 115.30 | (490.6) | 961.0 | ||||||||||||||||||||||||||
| 2020 | 16,478,363 | 4,646,463 | 3,768,484 | 1,346,056 | 61.22 | 60.58 | 118.31 | (809.0) | 819.0 | ||||||||||||||||||||||||||
(1) The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Nair , who has served as our CEO since 2017) in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Nair ) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023 and 2022, Christopher Noyes , Aamir Hussain , Rocio Lorenzo and John Winter ; (ii) for 2021, Christopher Noyes , Betzalel Kenigsztein, Vivek Khemka , Rocio Lorenzo and John Winter ; and (iii) for 2020, Christopher Noyes , Betzalel Kenigsztein, Vivek Khemka and John Winter .
(2) The total shareholder retu(TSR) in columns (f), (g) and (h) compares the changes in the cumulative TSR on our LILA and LILAK shares from market close on December 31, 2019 to December 31 of each of 2020, 2021, 2022, 2023 and 2024, to the change in the cumulative TSR of the MSCI Emerging Markets NTR Index, which is our peer group index in the 2024 Form 10-K (assuming reinvestment of dividends, where applicable, and that $100 was invested at the market close on December 31, 2019).
(3) Consolidated adjusted OFCF is OFCF as adjusted each year in accordance with our annual bonus program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. Historically, OFCF adjustments apply foreign currency exchange rates for the covered year to our OFCF for the immediately preceding year and include the impact of acquisitions, dispositions, volcanic activity, hurricanes, earthquakes and power outages. SeeCompensation Discussion and Analysis-Elements of Our Compensation Packages-Annual Performance Awards-Design of 2024 Annual Bonus Program and 2024 Performancefor the definition of OFCF.
(4) The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Nair , as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Nair's total compensation for
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2024 to determine the compensation actually paid. With respect to equity award adjustments for 2024 as disclosed in the table below, the valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.
| 2024 ($) | |||||
| Summary Compensation Table (SCT) Total Compensation | 18,487,068 | ||||
| Less: Stock Award Values Reported in SCT for the Covered Year | 5,643,692 | ||||
| Less: Option Award Values Reported in SCT for the Covered Year | 8,186,170 | ||||
| Plus: Incremental Share-based Compensation Expense Associated with the SAR Extensions | 3,106,236 | ||||
| Plus: Fair Value of Equity Awards Granted in the Covered Year and Outstanding and Unvested at End of Covered Year | 10,696,862 | ||||
| Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | 697,164 | ||||
| Plus/Less: Change in Fair Value of Outstanding Unvested Equity Awards from |
(1,323,273) | ||||
| Plus/Less: Change in Fair Value of Equity Awards from |
(3,194,897) | ||||
| Less: Fair Value of Equity Awards Forfeited during the Covered Year | 0 | ||||
| Plus: Value of Dividends or other Earnings Paid on Equity Awards | 0 | ||||
| Compensation Actually Paid | 14,639,298 | ||||
(5) The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to the NEOs identified in footnote 1 as a group (excluding Mr. Nair ), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to average total compensation for the NEOs as a group (excluding Mr. Nair ) for 2024 to determine the compensation actually paid, using the same methodology described above in footnote 1. With respect to equity award adjustments for 2024 as disclosed in the table below, the valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.
| 2024 Average ($) | |||||
| SCT Total Compensation | 4,465,213 | ||||
| Less: Stock Award Values Reported in SCT for the Covered Year | 1,531,469 | ||||
| Less: Option Award Values Reported in SCT for the Covered Year | 1,765,218 | ||||
| Plus: Incremental Share-based Compensation Expense Associated with the SAR Extensions | 567,145 | ||||
| Plus: Fair Value of Equity Awards Granted in the Covered Year and Outstanding and Unvested at End of Covered Year | 2,875,337 | ||||
| Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | 300,971 | ||||
| Plus/Less: Change in Fair Value of Outstanding Unvested Equity Awards from |
(380,302) | ||||
| Plus/Less: Change in Fair Value of Equity Awards from |
(457,951) | ||||
| Less: Fair Value of Equity Awards Forfeited during the Covered Year | 0 | ||||
| Plus: Value of Dividends or other Earnings Paid on Equity Awards | 0 | ||||
| Compensation Actually Paid | 3,790,153 | ||||
We believe our performance-based compensation program provides the opportunity to reward our NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. The majority of our NEOs' compensation is aligned with shareholder interests and delivered in the form of annual performance bonuses and multi-year performance-based equity incentive awards in the form of SARs and, in prior years, PSARs, which are tied to share price appreciation and to company or individual performance.
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The financial performance measures used by our company to link compensation actually paid to our NEOs for 2024 to our performance were:
| Most Important Financial Measures for 2024 | ||
|
•Consolidated adjusted OFCF
|
||
|
•Revenue
|
||
|
•Adjusted OIBDA
|
||
Our NEOs' 2024 annual bonuses were subject to achievement of the consolidated adjusted OFCF and revenue financial performance measures in the table above, as well as one other non-financial performance measure. For 2024, consolidated adjusted OFCF and revenue were weighted 60% and 25%, respectively, in our annual bonus program. See -Compensation Discussion and Analysis-Elements of Our Compensation Packages-Design of 2024 Annual Bonus Program and 2024 Performanceabove for additional information about the relationship between our financial performance and the annual bonuses paid to our NEOs for 2024, as well as our performance on non-financial performance measures and how it impacted our NEOs' 2024 compensation. In addition, consolidated adjusted OFCF, revenue and adjusted OIBDA were three of the 2024 performance metrics for Mr. Nair's LILAB PSU award, along with other non-financial performance metrics. See -Compensation Discussion and Analysis-Elements of Our Compensation Packages-Equity Incentive Awards-CEO Award of LILAB PSUsabove for additional information about the relationship between our 2024 performance and Mr. Nair's LILAB PSU award, as well as for the definition of adjusted OIBDA.
We view consolidated adjusted OFCF as the most important financial measure linking our NEOs' compensation actually paid to our performance, with performance on that measure accounting for 50%, 50%, 45%, 60% and 60% of our annual bonus program for 2020, 2021, 2022, 2023 and 2024, respectively. Accordingly, the graph below reflects general alignment between our consolidated adjusted OFCF and compensation actually paid to Mr. Nair and our other NEOs for 2020 through 2024.
As required by Item 402(v) of Regulation S-K, we are also presenting the graph below which compares the compensation actually paid to Mr. Nair and our other NEOs to the TSRs of our LILA and LILAK shares. This graph also compares the TSRs of our LILA and LILAK shares to the TSR of the MSCI Emerging Markets NTR Index, which is our peer group index in the 2024 Form 10-K. The TSRs reflected in the chart below assume reinvestment of dividends, where applicable, and that $100 was invested at the market close on December 31, 2019.
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The following graph compares Mr. Nair and our NEOs' compensation actually paid to our net income for 2020, 2021, 2022, 2023 and 2024, as required by Item 402(v) of Regulation S-K.
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Director Compensation
Set forth below is a description of the compensation for our non-employee directors. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth above under-Aircraft Policy.
Fees and Expenses
Each member of our Board who is not an employee of Liberty Latin America (other than our Executive Chairman, Mr. Fries ), received an annual retainer of $100,000. Each director who serves as the chair of the audit committee or the compensation committee receives a fee for such service of $20,000, and each other director who serves as a member of the audit committee or the compensation committee receives $10,000, in each case for each full year of service in such position. We do not pay any additional fees for service on our nominating and corporate governance committee. All annual director fees, including fees for chairpersons, are payable in arrears in four equal quarterly installments. Our directors may elect to have their quarterly fee installments paid in common shares instead of in cash. Such election for fees payable for a specific calendar quarter must be made not later than the last day of the immediately preceding calendar quarter and consist of a combination of LILA and LILAK shares. The number of shares issued is based on the fair market value on the last trading day of the quarter for which the election is made. Any fractional share is paid in cash. Currently, our President and CEO, Mr. Nair , does not receive any additional compensation for his service as a director.
Generally, we expect to reimburse our non-executive directors for travel, lodging and other reasonable expenses related to their service on our Board and related committees. From time to time, we expect to provide our directors information on conferences and seminars that may be of interest to them as a director of Liberty Latin America . For directors who elect to attend these events, we expect to cover the costs as part of our policy to keep members of our Board informed on issues that relate to their duties as a director. In addition, we make available to members of our Board, at their election, health insurance under our health insurance policies.
Equity Awards
Each of our current non-executive directors receives an annual equity award under the Director Plan in the form of a grant of LILA RSUs and a grant of LILAK RSUs in a one for two ratio, with a combined grant date fair value of $150,000 for 2024. For 2024, our Executive Chairman, Mr. Fries , earned an equity award with a combined grant date fair value of $475,000 awarded in the form of a grant of LILA RSUs and a grant of LILAK RSUs in a one for two ratio. The director RSUs are made at the same time the annual equity grants are made to our employees under the annual incentive plan. The awards of RSUs vest in full on March 15 of the following year.
Deferred Compensation Plan
At its February 21, 2020 meeting, the compensation committee adopted the Liberty Latin America Ltd. Director Deferred Compensation Plan, effective March 1, 2020 (theDirector Deferred Compensation Plan). Under the Director Deferred Compensation Plan, beginning with deferral elections for the second quarter of 2020 and after, non-executive directors may elect to defer payment of up to 85% of their annual retainer and their annual equity awards to the extent payable in restricted shares or RSUs. Annual retainers payable in cash and deferred under the Director Deferred Compensation Plan prior to 2022 will be credited with interest at the rate of 8.5% per year, compounded daily (the credited interest fund). Our Board reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set, and in fact, reduced the interest rate to 8.0% per year, compounded daily, for compensation deferred in 2022 and 2023. For deferrals of the 2024 annual retainer, our compensation committee increased the rate to 9.5% per year, which remains the same for 2025. Annual equity awards payable in restricted shares or RSUs that are deferred will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions (the stock fund). The deferred annual retainers and deferred equity awards may be distributed in a lump sum or in a series of up to two annual installments upon a distribution event. A distribution event is when (1) the director ceases to be a member of our Board or dies, or (2) at the election of our Board, within 12 months of certain change in control events, or (3) a specific date is selected by the director at the time he or she makes a deferral election. The Director Deferred Compensation Plan provides our Board with the discretion to terminate the Director Deferred Compensation Plan at any time. This optional termination will not result in accelerated distributions.
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2024 Compensation of Directors
The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year 2024.
|
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)(2)(3)
|
Option Awards
($)(2)(3) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($)
|
Total ($)
|
||||||||||||||||||||||||||||||||
| - | - | 544,212 | - | - | 1,007,984 | |||||||||||||||||||||||||||||||||
| LILA | - | 153,593 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 310,179 | - | |||||||||||||||||||||||||||||||||||
| 110,000 | (4) | - | - | 1,606 | - | 258,063 | ||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 100,000 | - | 77,413 | - | - | 323,870 | |||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 130,000 | - | - | - | - | 276,457 | |||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 130,000 | (5) | - | - | 6,349 | - | 282,806 | ||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 100,000 | - | - | - | - | 246,457 | |||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 110,000 | (6) | - | - | - | 33,796 | (7) | 290,253 | |||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 100,000 | - | - | - | - | 246,457 | |||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | - | |||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | - | |||||||||||||||||||||||||||||||||||
| 110,000 | (8) | - | - | - | - | 256,457 | ||||||||||||||||||||||||||||||||
| LILA | - | 48,504 | (9) | - | ||||||||||||||||||||||||||||||||||
| LILAK | - | 97,953 | (9) | - | ||||||||||||||||||||||||||||||||||
(1)Mr. Nair , our President and CEO, does not receive any additional compensation as a director. For information on Mr. Nair's compensation, see -Summary Compensation Tableabove.
(2)The dollar amounts in the table reflect the grant date fair value of share awards and RSUs related to LILA shares and LILAK shares at the time of grant and, in Messrs. Fries and Bracken's cases, the incremental share-based compensation expense associated with the SAR Extensions, in each case, in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 13 to our consolidated financial statements for the year ended December 31, 2024, which are included in the 2024 Form 10-K.
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(3)At December 31, 2024, our current non-employee directors had the following awards outstanding:
|
|
Class
|
Options (#) (a)
|
Restricted Shares/RSUs (#)
|
|||||||||||||||||
| LILA | 166,667 | 24,934 | ||||||||||||||||||
| LILAK | 333,333 | 49,868 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
| LILA | 23,708 | 7,874 | ||||||||||||||||||
| LILAK | 47,416 | 15,748 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
| LILA | - | 7,874 | ||||||||||||||||||
| LILAK | - | 15,748 | ||||||||||||||||||
a.Includes shares that are subject to options or SARs, reported on a gross basis.
(4) Includes approximately $53,269 that Mr. Angoitia Noriega received in our common shares in lieu of cash.
(5) Includes approximately $14,615 that Mr. Gould received in our common shares in lieu of cash.
(6) Includes approximately $107,361 that Mr. Paddick received in our common shares in lieu of cash.
(7) Consists of medical expenses incurred by Mr. Paddick in 2024 that were reimbursed by our company.
(8) Includes approximately $114,235 that Mr. Zinterhofer received in our common shares in lieu of cash. Mr. Zinterhofer transferred such amounts to Searchlight Capital Partners, LP .
(9) Mr. Zinterhofer transferred all of the common shares that he received to affiliates of Searchlight Capital Partners, LP .
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Equity Compensation Plan Information
The following table sets forth information as of December 31, 2024, with respect to our common shares authorized for issuance under our equity compensation plans.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
Weighted average exercise price of outstanding options, warrants, and rights (b)
|
Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)(1)
|
||||||||||||||||||||
|
Equity compensation plans approved by security holders:
|
|||||||||||||||||||||||
|
|
10,587,209 | ||||||||||||||||||||||
|
LILA
|
16,343,340 | 11.55 | |||||||||||||||||||||
|
LILAB
|
156,250 |
N/A
|
|||||||||||||||||||||
|
LILAK
|
32,706,912 | 11.56 | |||||||||||||||||||||
|
|
3,799,790 | ||||||||||||||||||||||
|
LILA
|
73,994 |
N/A
|
|||||||||||||||||||||
|
LILAB
|
N/A
|
N/A
|
|||||||||||||||||||||
|
LILAK
|
147,986 |
N/A
|
|||||||||||||||||||||
| 917,915 | (3) | ||||||||||||||||||||||
|
LILA
|
- |
N/A
|
|||||||||||||||||||||
|
LILAB
|
- |
N/A
|
|||||||||||||||||||||
|
LILAK
|
- |
N/A
|
|||||||||||||||||||||
|
Total
|
|||||||||||||||||||||||
|
LILA
|
16,417,334 | 11.55 | |||||||||||||||||||||
|
LILAB
|
156,250 |
N/A
|
|||||||||||||||||||||
|
LILAK
|
32,854,898 | 32854898 | 11.56 | ||||||||||||||||||||
| 15,304,914 | |||||||||||||||||||||||
(1)Each plan permits grants of, or with respect to, any class of our common shares, subject to a single aggregate limit.
(2)Consists of SARs, PSARs, PSUs and RSUs held by participants at our company under the Incentive Plan. The weighted average exercise prices do not take into account the PSUs and RSUs held by participants under the Incentive Plan.
(3)Includes approximately 917,915 LILAK shares that were available for future issuance under the Liberty Latin America Ltd. Employee Stock Purchase Plan as of December 31, 2024. Of these 917,915 LILAK shares, approximately 245,848shares were subject to issuance pursuant to the plan's matching benefit, as well as the purchase for the purchase period in effect as of December 31, 2024.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Under our written Corporate Governance Guidelines, if a director or executive officer has an actual or potential conflict of interest (which includes being a party to a proposed "related party transaction" (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform the chief executive officer and the chairperson of the audit committee to address such actual or potential conflicts. No "related party transaction" may be effected by our company without the approval of the audit committee or other independent committee of the Board designated to address such actual or potential conflicts.
In September 2021, one of our subsidiaries entered into an independent contractor and consulting agreement with our former chief customer officer's husband, Moritz Wilmowsky, which provides him with annual compensation of $300,000 in exchange for his consulting services to assist in our efforts to reduce energy usage. The agreement had an initial one-year term that has been extended, and Mr. Wilmowsky continued to serve as our consultant in 2024 and 2025. The agreement may be extended for additional one-year terms and may be terminated at any time, subject to the agreement's advance notice provisions.
SHAREHOLDER PROPOSALS
This proxy statement relates to our AGM which will take place on May 27, 2025. Based solely on the date of our AGM and the date of this proxy statement, (i) a shareholder proposal must be submitted in writing to our Secretary and received at our principal executive offices at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda by the close of business on December 15, 2025, in order to be eligible for inclusion in our proxy materials for the 2026 Annual General Meeting of Shareholders (the2026 annual meeting), and (ii) while we currently anticipate that the 2026 annual meeting will be held during the second quarter of 2026, if the 2026 annual meeting is called for a date within 30 calendar days before or after May 27, 2026, a shareholder proposal, or any nomination by shareholders of a person or persons for election to the Board, must be submitted in writing to our Secretary and received at our principal executive offices at the foregoing address not earlier than February 26, 2026, and not later than March 28, 2026, to be considered for presentation at the 2026 annual meeting. In addition to satisfying the foregoing requirements under our bye-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide a notice to our company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 28, 2026. If the 2026 annual meeting is called for a date more than 30 calendar days before or 30 calendar days after May 27, 2026, a shareholder proposal, or any nomination by shareholders of a person or persons for election to the Board, will instead be required to be received at our principal executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 2026 annual meeting is communicated to shareholders or public disclosure of the date of the 2026 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 2026 annual meeting.
All shareholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our memorandum of association and bye-laws and applicable law.
ADDITIONAL INFORMATION
We file periodic reports, proxy materials and other information with the SEC . You may also inspect such filings on the internet website maintained by the SEC atwww.sec.gov. Additional information can also be found on our website atwww.lla.com. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement).If you would like to receive a copy of our 2024 Form 10-K, or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Latin America Ltd. 1550 Wewatta Street, Suite 810, Denver, Colorado 80202, United States , Tel. No. +1 (303) 925-6000, and we will provide you with the 2024 Form 10-K, without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).
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Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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