•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.
Setting Executive Compensation
To achieve these compensation objectives, the compensation packages provided to members of our senior management
including our NEOs (other than our Executive Chairman),
including our NEOs, include three main components: base salary, annual
cash 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,
(other than our Executive Chairman), 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.
TheseIn February 2021, the compensation committee selected the following peer
group companies
were selected based on their similarity
to our company with respect to
several criteria, includingthe following criteria: industry, market value, size and
financial performance with respect to revenue, net income and EBITDA:revenue: | | | | | |
| Altice USA, Inc. | | Level 3 Communications, Inc. |
AMC Networks Inc. | | Millicom International Cellular S.A. |
| Cable One, Inc. | Shaw Communications Inc. |
| Cincinnati Bell Inc. | | Telephone and Data Systems, Inc. |
| Consolidated Communications Holdings, Inc. | United States Cellular Corporation |
| Discovery, Inc. | VEON Ltd. |
| DISH Network Corporation | Vonage Holdings Corp. |
| IDT Corporation | WideOpenWest, Inc. |
Frontier Communications CorporationLiberty Global plc | | Windstream Holdings, Inc. |
IDT Corporation | | Zayo Group Holdings, Inc. |
Accordingly, we evaluated
We evaluate our
2018 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.
OurThe compensation committee generally targeted the 75th percentile of peer group compensation levels for our
2018 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 2022.
Our CEO’s performance goals for 2022 focused on five key areas: network and products; commercial and customer experience; integrations and transformation; finance and strategy; and culture and governance. In determining Mr. Nair's compensation for 2022, the compensation committee recognized that Mr. Nair continued to rise to the challenges presented by the current macroeconomic environment and his exemplary leadership resulted in our achievement of the following accomplishments:
| | | | | |
| Focus Area | Performance |
| Network and Products | •Expanded our fiber network, delivering approximately 373,000 new and upgraded fiber homes in 2022.
•Built the new 5G core.
•Improved coverage and capacity of wireless networks.
•Drove penetration of fixed mobile convergence in several of our key markets.
•Launched eSim, WoWFI, HubTV and several new business products and digital solutions across several of our key markets. |
| Commercial and Customer Experience | •More than doubled digital fixed sales.
•Improved our customer experience net promoter score by 17%.
•Grew our zero touch customer interactions by 8% and deployed AI platforms in sales and care channels in key markets. |
| Finance and Strategy | •Closed acquisition financing in connection with our acquisition of América Móvil’s Panama operations (the Claro Panama Acquisition).
•Completed renewal of parametric weather derivatives in difficult insurance market given natural catastrophe events in the United States and the Caribbean in recent years. |
| Integrations and Transformation | •Integrations are progressing and on-track at our subsidiaries, Liberty Puerto Rico and Liberty Costa Rica.
•Completed the Claro Panama Acquisition.
•Completed the formation of a joint venture with América Móvil to combine our respective Chilean operations, VTR and Claro Chile (the Chile JV). |
| Culture and Governance | •Successfully launched new Code of Conduct course and implemented a new global data privacy program.
•Continued engagement with key government stakeholders throughout the year across the regions in which we operate. |
In 2022, we continued our efforts to foster a more diverse and inclusive workplace as part of our Equality, Diversity, and Inclusion strategy. Our focus remains on the pillars of gender equity, LGBTQ+ inclusion, and issues of race and ethnicity. We launched our “ELLAS at Liberty Latin America” employee resource group, which seeks to empower women inside the company and in our local communities to thrive and reach their full potential through representation, allyship, support, and connection. We also maintained our commitment to the CEO Action for Diversity & Inclusion pledge focused on: creating an environment for open dialogue, conducting implicit bias training, sharing best practices and lessons learned, and developing dedicated Diversity & Inclusion plans in consultation with our Board.
For more information regarding our company’s approach to Human Capital, see the 2022 Form 10-K.
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 2022 performance goals as well as the contributions made in the company’s recovery from the COVID-19 pandemic. 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 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 goals related to financial strategy, investor relations, strengthening the company’s balance sheet and liquidity, and ensuring compliance of all financial reporting, including Sarbanes-Oxley compliance. During 2022, Mr. Noyes was responsible for significant progress on improvements to our internal control framework and led our finance team to significantly outperform our 2022 tax budget.
•Mr. Hussain joined the company as our CTO in April 2022. Mr. Hussain is responsible for leading our Technology, IT and Innovation team, driving technology solutions including product development and network performance, and delivering an exceptional customer experience across our multiple markets. During 2022, Mr. Hussain’s team expanded our fiber network, delivering approximately 373,000 new and upgraded fiber homes in 2022, built the new 5G core, improved coverage and capacity of wireless networks, drove penetration of fixed mobile convergence in several of our key markets and launched eSim, WoWFI, HubTV and several new business products and digital solutions across several of our key markets.
•Ms. Lorenzo joined the company as our CCO in July 2021. She is responsible for our customers’ life-time value and experience and leads our Digital, Customer Experience and Operations, Transformation and Programming teams. During 2022, Ms. Lorenzo’s teams more than doubled digital fixed sales, improved our customer experience net promoter score by 17%, grew our zero touch customer interactions by 8% and deployed AI platforms in sales and care channels in key markets.
•Mr. Winter’s goals related to overseeing the company’s governance, risk and legal matters, establishing company-wide corporate policies, commercial contracting, oversight of regulatory matters, and effective execution of key financial and strategic transactions. During 2022, Mr. Winter was responsible for leading the successful closing of the Claro Panama Acquisition and the formation of the Chile JV and implementing key compliance measures including data privacy policies and Code of Conduct training.
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.
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.
20172022 Base Salaries. The base salary levels of our executive officers in 2017 was set by Liberty Global.
2018 Base Salaries. For 2018,2022, the base salaries of Messrs. Kenigsztein,Nair, Noyes, Hussain and Winter are $700,000,and Ms. Lorenzo were $1.5 million, $675,000, $625,000, $550,000, and $500,000,$440,000, respectively. Mr. Nair’sOur NEOs’ initial base salary is salaries are
set in histheir respective employment agreement,agreements, the terms of which are described below under “EmploymentEmployment and Other Agreements.” We do not pay aAgreements. In February 2022, the compensation committee accepted our CEO’s recommendation that Mr. Noyes’s base salary be increased from $625,000 to $675,000 in recognition of his achievements during 2021 with respect to delivery on our 2021 free cash flow targets and leading our finance team to significantly outperform our 2021 tax budget and to close key financings across our credit silos. In July 2022, the compensation committee approved an increase to Mr. Fries.Nair’s base salary from $1.25 million to $1.5 million in connection with our entry into the 2022 Nair Agreement.
Annual
Cash 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
expects to reviewreviews 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
with respect to their performance awards.for any recognition award. The compensation committee
will determinedetermines whether our financial performance for the prior fiscal year has satisfied the base performance objective set by the compensation committee, which
will beis a precondition to the payment of any award to our
NEOs,CEO, and
will determinedetermines the percentage of the financial performance metric(s) that has been achieved. It then
will determine,determines, in a private session, whether our CEO has met his individual performance goals for the year,
his resulting annual performance rating (APR)whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. The compensation committee
will also
approveapproves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance
awards. Generally at the same meeting, the compensation committee expects to approveawards, and the terms of the annual cash performance award program for the current year, including,
in a private session, the
individual performance goals for our CEO for the coming year.
In connection with our annual cash performance award program, we would like to encourage increased share ownership among senior management, including our NEOs, in our various countries, aligning incentives among employees and shareholders. As a result, ourthe compensation committee implemented a shareholding incentive programplan (SHIP) that allows seniorcertain members of management to elect to receive up to 100% of their annual performance awards in our LILA and LILAK shares in lieu of cash. A participant who elects to receive shares in respect to their annual cash performance award will also receive restricted share unitsRSUs equal to 12.5% of the gross number of shares earned under the annual performance award. The restricted share unitsRSUs will vest approximately one year after the grant date, provided the participant holds all of the shares issued in respect to the respective annual performance award through that period. The number of ordinarycommon shares granted will be based on the closing prices of our LILA and LILAK shares on the date the performance award is paid and delivered on a one for two ratio between our LILA and LILAK shares. The option to receive and hold shares will commencecommenced with the 2018 annual performance award program, which is described below.2017 Annual Bonuses. Ourbonus program. For 2022, our NEOs were employed by Liberty Global or, with respect to Messrs. Kenigsztein and Noyes, Liberty LA, prior totook 50% of theSplit-Off. Our NEOs other than Messrs. Kenigsztein and Noyes were entitled to a 2017 annual bonus opportunity thatin company shares under the SHIP.
Design of 2022 Annual Bonus Program and 2022 Performance. The 2022 Annual Bonus Program was determined by Liberty Global. The 2017adopted and approved in March 2022. In approving the 2022 annual performance bonus opportunity for Messrs. Kenigszteinprogram (the 2022 Annual Bonus Program), the compensation committee considered the following key elements:
•the achievement of budgeted revenue growth and Noyes was designed with theirpre-Split-Off responsibilities and roles in mind, many of which differ from those that they assumed in their current positions with our company. The performance targets established by Liberty Global were based on revenue, operating free cash flow and(OFCF) growth;
•the achievement of a target zonecustomer churn target;
•governance objectives focused on compliance and improvements in our internal control framework; and
•the base performance objective for our CEO required that either 25% of 2022 budgeted revenue growth or 25% of 2022 budgeted OFCF growth be achieved.
The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 2022 of such metrics, with a maximum payout of 150% for over-performance for each of revenue, OFCF and customer relationship net promotor score (rNPS)churn and a maximum payout of Liberty Global’s LiLAC Group, subject to an APR multiplier. Because110% for over-performance for improvements in our company now consists of businesses that were attributed to the LiLAC Group, our compensation committee determined the performance results and payouts under the 2017 annual bonus plan for Messrs. Kenigsztein and Noyes. Our compensation committee reviewed the performance resultsinternal control framework. The maximum payout with respect to the LiLAC Group in 2017, adjusted certain financial performancecompliance component of our governance objectives was capped at 110%. The metrics to account for the impact of Hurricanes
Mariaare weighted as: (i) revenue, weighted 25%; (ii) OFCF, weighted 45%; (iii) customer churn, weighted 20%; and Irma, applied the weighting of performance factors and determined LiLAC Group performance with respect to the 2017 performance metrics to be 37.5% of target.(iv) governance objectives, weighted 10%. The following table illustrates the target bonus and APR multiplier used to determine final 2017 bonuses with respect to Messrs. Kenigsztein and Noyes:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 Annual Performance Award – LiLAC Group | |
Name | | Target
Achievable
Award | | | % Payout
for Financial
Performance
(Revenue) | | | % Payout
for Financial
Performance
(OCF) | | | %
Payout
for
rNPS | | | Weighted
Aggregate
% of
Target
Award | | | APR
Multiplier | | | Approved
Award (1) | |
Betzalel Kenigsztein | | $ | 500,000 | | | | 0.0 | % | | | 0.0 | % | | | 150.0 | % | | | 37.5 | % | | | 1x | | | $ | 188,000 | |
Christopher Noyes | | $ | 273,000 | | | | 0.0 | % | | | 0.0 | % | | | 150.0 | % | | | 37.5 | % | | | 1.25x | | | $ | 128,000 | |
(1) | Final payouts of approved awards were subject to further adjustments due to rounding. |
Decisions for 2018. On February 23, 2018, our compensation committee approved individual performance goals and set the2022 target achievable cash performance awards for members of our senior management, including our NEOs (other than our Executive Chairman), for 2018. They also approved the financial and operational targets for earning the awards. The target 2018 annual cash performance award will be split among the achievement of budgeted growth in revenue and operating cash flow (OCF), achievement of a target zonewas $4 million for rNPS score and achievement of respective department goals and objectives for the fiscal year ending December 31, 2018. The department performance metric is based on goals and objectives submitted by each member of our senior management team, including our NEOs, to our CEO. These goals and objectives were then reviewed and approved by our CEO, and the compensation committee. Based on the achievement of the financial and operational performance metrics (except the department performance metric which is capped at 100%)representing a payout of up to 150% of the target bonus amount is available for over-performance against budget or target. In addition, individual performance against personal performance objectives$500,000 increase approved by the compensation committee could increasein July 2022 when it approved the maximum 2018 annual cash performance award to up to 210% of the target bonus amount.
The compensation committee also approved a base performance objective that was designed so that the annual cash performance award program for 2018 should qualify as performance-based compensation under Section 162(m) of the Code. For more information regarding Section 162(m) of the Code, see “Tax and Accounting Considerations” below. If the 2018 base performance objective is achieved, the participants in the bonus plan, including the NEOs, will be eligible to earn his or her maximum 2018 cash performance award, subject to our compensation committee’s discretion to reduce the amount of the award to be paid or to pay no award. The exercise of our compensation committee’s discretion as to the amount of the 2018 cash performance award payable to any NEO will be based on our compensation committee’s assessment of our company’s consolidated financial performance, our rNPS score, achievement against specified department goals and objectives, and each executive’s individual 2018 APR. The 2018 target achievable performance award is $3.0 million2022 Nair Agreement, $750,000 for our CEOCTO to reflect his prorated 2022 bonus pursuant to the terms of his employment agreement, and 100% of the 2018 base salary$1.0 million for each of the other NEOs.
The same general design
Growth was also implemented, with similar performance metricsdetermined by comparing 2021 actual results, as adjusted for acquisitions, a disposition, hurricanes and weightings,foreign currency exchange rates, for the 2018 annual cashapplicable metric to the amount budgeted for that metric in the 2022 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 February 2022 compensation committee meeting, as adjusted for events during the performance period such as acquisitions, a disposition, hurricanes, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies that affect comparability.
The governance objectives consisted of: (i) maintenance and continued improvement of our business process controls, weighted 4%, (ii) significant improvement in our General IT controls (GITCs), weighted 4%, and (iii) completion of our 2022 Code of Conduct training, weighted 2%. The business controls component was further broken down into three categories: (x) material weaknesses, weighted 34%, (y) significant deficiencies, weighted 33%, and (z) overall control deficiencies, weighted 33%. The business process control targets were based on open deficiencies as of December 31, 2022, and the final payout percentage for each metric was calculated using interpolation. Over-performance was not applicable for the material weaknesses category of business process control targets, and one or more material weaknesses would result in no bonus for that weighted portion. If there were no material weaknesses in our business process controls, up to 110% of the business process controls component could be earned if (a) we had no significant deficiencies in our business process controls and (b) testing of all of our business process controls resulted in no more than 10% of such controls being deficient. Deficiency percentages were calculated as the percent of open deficiencies over the total number of controls tested. With respect to the GITC targets, 100% of this component would be earned if at least 60% of in-scope GITCs were ready for test of design at each of our onboarding markets, and there were no IT material weaknesses at our control execution markets. Over-performance of up to 110% on the GITC targets would be earned if at least 70% of in-scope GITCs were ready for test of design at each of our onboarding markets, and there were no IT material weaknesses or significant deficiencies at our control execution markets. Our “onboarding markets” are in-scope markets with legacy GITC material weaknesses and where no testing has been performed. Our “control execution markets” are our in-scope markets where GITC testing has been performed.
At its meeting on February 15, 2023, the compensation committee reviewed the actual revenue and OFCF for 2022 based on our 2022 audited consolidated financial statements. It also considered whether to exercise its discretion to reduce the total bonus payout amount to any of our NEOs. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2022 financial performance and the individual NEO’s performance overall as compared to their 2022 performance goals, taking into account the payout schedules for financial and individual performance.
The following table provides further details of our 2022 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 15, 2023 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 | Achievement Range (in millions, other than Customer Churn) | % of Target Bonus |
Consolidated Adjusted Revenue(1)
Actual Achievement | <$4,177 >$4,178-$4,393 $4,394 >$4,395 $4,310 | 0% 1%-24% 25% 26% - 37.5% 15.4% |
Consolidated Adjusted OFCF(1)(2)
Actual Achievement | <$924 >$925- $960 $961 >$962 $930 | 0% 1% - 44% 45% 46% - 67.5% 7.9% |
Customer Churn(3)
Actual Achievement | -5.0 points > -5.0 < -1.5 points > -1.5 points - 1.5 points > 1.5 points - 2.5 points -4.5 points | 0% 1% - 19% 20% 21% - 30% 3.6% |
Governance Objective: Compliance
Actual Achievement | <$90% ≥90% < 95% 95% 100% 96.3% | 0% 2.0% 2.1% 2.2% 2.13% |
Governance Objective: Improvements in Internal Control
Business Process Actual Achievement(4) | See Discussion of Achievement Ranges Above |
3.27% |
Governance Objective: Improvements in Internal Control
GITCs Actual Achievement(4) | See Discussion of Achievement Ranges Above |
4.24% |
| Percentage (%) of Target Achieved | | 36.5% |
Actual Bonus for 2022(5) | Nair: | $1,460,000 |
| Noyes: | $365,000 |
| Hussain: | $273,750(6) |
|
| Lorenzo: | $365,000 |
| Winter: | $365,000 |
(1)Adjustments were made in accordance with the terms of the 2022 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 2021 revenue and OFCF to reflect foreign currency exchange rates with the 2022 exchange rates; (b) adjustments to include the impact of acquisitions made in 2021, which consisted of: (i) adjusted the 2021 revenue and OFCF for the impact of Telefónica S.A.’s operations in Costa Rica (the Telefónica-Costa Rica Acquisition) to be on the same basis as the 2022 reported amounts for such acquisition, and (ii) adjusted the 2021 revenue and OFCF for the impact of the BBVI Acquisition to be on the same basis as the 2022 reported amounts for such acquisition; (c) adjusted the 2022 revenue and OFCF to exclude the impacts of (i) the Claro Panama acquisition, and (ii) an acquisition in Trinidad and Tobago; (d) adjusted 2021 and 2022 revenue and OFCF to exclude the results of our subsidiary, VTR, due to the disposition in the formation of the Chile JV; and (e) the estimated impacts of hurricanes and power outages on our operations in Puerto Rico and, to a lesser extent, Turks and Caicos. In the aggregate, the adjustments (x) to 2021 amounts resulted in a net decrease of revenue by $638 million and a net decrease of OFCF by $36 million, primarily related to the disposition of VTR, and (y) to 2022 amounts resulted in a net decrease of revenue by $505 million and OFCF increase of $29 million, primarily related to the disposition of VTR and the hurricane impact.
(2)For purposes of the 2022 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)Customer churn is: (i) the sum of all country fixed data and post-paid mobile subscriber disconnections for the 12 months of 2022, divided by (ii) an average of the monthly opening balance subscribers for fixed data service and post-paid mobile service for the 12 months of 2022. The bonus payout is determined by this absolute points score target, depending on the variance from the target.
(4)With respect to achievement of improvements in our business process controls, we had no material weaknesses and two significant deficiencies, in each case, with respect to our business process controls at year-end, and, of the total number of business process controls tested, 12.4% resulted in deficiencies With respect to achievement of improvements in our GITC controls, at least 70% of in-scope GITC controls were ready for test of design at year-end at our onboarding markets and there were no IT material weaknesses at year-end at our control execution markets.
(5)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, program for other officers and senior management throughoutas approved by the company (corporate and country operations). For senior executives with direct oversight of operating unit(s) and their teams, thecompensation committee.
(6)Mr. Hussain’s target 2018 annual cash performance award will be split between the achievement of budgeted growth in revenue and OCF of the operating unit(s), achievement of rNPS score of the operating unit(s), and achievement of budgeted growth in our consolidated revenue and OCF for the fiscal year ending December 31, 2018. Our compensation committee agrees that including consolidated financial performance metrics for all participants, including those with operating unit responsibility, would serve to mitigate potential organizational risks.bonus was pro-rated based on his April 18, 2022 hire date.
General and 2018 Decisions. 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.Our compensation committee’s approach to equity incentive awards for
Given the senior management team places a significant emphasis on performance-based equity awards. Theuncertain macroeconomic environment in early 2022, in particular in the countries in which we operate, the compensation committee setsestablished a target annual equity value for each executive,2022 long-term incentive program comprised of which approximatelytwo-thirds is delivered in the form of an annual award of performance-based restricted share units (PSUs)RSUs and approximatelyone-third in the form of an annual award of SARs. All of these awards are made pursuant to the Liberty Latin America 2018SARs that vest over a three-year period (the 2022 Long-Term Incentive Plan (effective December 29, 2017) (theEmployee Incentive PlanAwards).Each year’s award of PSUs has atwo-year performance period. The percentage of the PSU award earned during the relevant performance period is subject to vesting in two equal installments on April 1 and October 1 of the year following the end of the performance period. Each year’s award of SARs is made at the same time as awards are made under our annual equity grant program for employees and on terms consistent with our standard form of SARs award agreement.
Pursuant to the Employee Incentive Plan, on March 23, 2018, Furthermore, the compensation committee approved the target annual equity values for 2018 and granted an aggregate(i) a separate one-time grant of 463,848 PSUs (the2018 PSUsperformance-based share appreciation rights (
PSARs) for Mr. Hussain when he joined our executive officers, including our Chief Executive Officercompany that would vest in March 2024, subject to the achievement of individual objectives in each of the years 2022 and 2023 (the CTO PSARs) and (ii) a separate one time commitment award of
$1.25 million in LILAK shares (the CEO Commitment Award) for Mr. Nair in connection with his entry into the 2022 Nair Agreement, and a LILAB award consisting of unrestricted shares and two tranches of PSUs that will vest on March 15, 2023 and March 15, 2024 subject to achievement of individual objectives in each of the years 2022 and 2023 (together with the CTO PSARs, the CEO Commitment Award and the other named executive officers of our company (other than our Executive Chairman), who we currently anticipate will be among our five most highly compensated executive officers for fiscal 2018. 2022 Long-Term Incentive Awards, the 2022 Equity Incentive Awards).
The
2018RSUs, SARs, PSARs and PSUs
will be divided withone-third as Class A PSUs andtwo-thirds as Class C PSUs. Each 2018 PSU representsthat comprise the
right to receive one Class A common share or Class C common share, as applicable, subject to performance and vesting.The target annual equity values and grants for the 2018 PSUs for our NEOs are set forth in the table below:
| | | | | | | | | | | | |
| | | | | | Two-thirds of Target
Annual Equity Value in the Form of: | |
Name and Position | | Target
Annual
Equity Value | | | Class A 2018
PSU Grant | | | Class C 2018
PSU Grant | |
Balan Nair, Chief Executive Officer & President | | $ | 6,000,000 | | | | 62,894 | | | | 125,788 | |
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer) | | $ | 1,500,000 | | | | 15,724 | | | | 31,448 | |
Betzalel Kenigsztein, Senior Vice President & Chief Operating Officer | | $ | 1,500,000 | | | | 15,724 | | | | 31,448 | |
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary | | $ | 1,250,000 | | | | 13,102 | | | | 26,204 | |
The performance period for the 2018 PSUs ends on December 31, 2019. As the performance measure,2022 Equity Incentive Awards were strategically selected by the compensation committee selected growth in consolidated OCF (operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation for litigation, and impairment, restructuring and other operating items), as adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. In choosing OCF as the performance measure for the 2018 PSUs, the compensation committee’s goal was to ensure that the management team is focused on maximizing performance against a key financial metric used by our Board and management in evaluating our operating performance. The compensation committee expects to set the compound annual growth rate in consolidated operating cash flow (OCF CAGR) for the 2018 PSUs during the second quarter based upon a comparison of our 2017 actual results to those
reflected in our long-range plan for 2019. The target OCF CAGR will be subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. A performance range of 50% to 125% of the target OCF CAGR would generally result in award recipients earning 50% to 150% of their target 2018 PSUs, subject to reduction or forfeiture based on individual performance.One-half of the earned 2018 PSUs will vest on April 1, 2020 and the balance on October 1, 2020. The compensation committee also established a minimum OCF CAGR base performance objective, subject to certain limited adjustments, which must be satisfied in order for our chief executive officer to be eligible to earn any of his 2018 PSUs. The base performance objective was designed so that the awards for our chief executive officer would qualify as performance-based compensation under Section 162(m) of the Code, see “—Tax and Accounting Considerations” below. If the base performance objective is achieved, our chief executive officer will be eligible to earn 150% of his 2018 PSUs, subject to the compensation committee’s discretion to reduce the size of the award earned, including to zero, to align with our company’s and the individual’s performance.
The 2018 PSUs are subject to forfeiture or acceleration in connection with certain termination of employment orchange-in-control events consistent with the terms of the PSUs granted in 2016. The 2018 PSUs will convert to time-vested restricted share units following certainchange-in-control events.
While we expect the compensation committee to follow this approach to equity incentive compensation in future years, as a new company, our 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. In adopting this approach to equity incentive compensation, the compensation committee made the following observations:
conclusions and considerations:•The organizational risks of incentive compensation shouldcan be reduced through:
•the use of multiple equity vehicles (PSUs(for example, RSUs, SARs, PSARs and SARs)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; andgrant.
the setting of achievable target performance levels, while providing higher payout levels for over-performance.
•The use of performance-based equity awards, such as PSARs and 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 earn the 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;appreciates.
2022 Long-Term Equity Awards. Pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan), in March 2022, the compensation committee approved the target annual equity values for 2022 and
Providing for forfeiture or reduction granted an aggregate of performance-based953,127 RSUs (the 2022 RSUs) and 2,116,581SARs (the 2022 SARs) to our CEO and the other NEOs of the company. In addition, in connection with the 2022 Nair Agreement, the compensation committee approved a $500,000 increase to Mr. Nair’s 2022 target annual equity awards basedfrom $6.5 million to $7.0 million, providing for additional grants of 10,417 LILA RSUs, 20,834 LILAK RSUs, 23,132 LILA SARs, and 46,264 LILAK SARs, which are included in the table below.
For the 2022 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for all recipients, including 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 2022 RSUs and 2022 SARs granted to our NEOs:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 60% of Target Annual Equity Value in the Form of | | 40% of Target Annual Equity Value in the Form of |
| Name and Position | | Target Annual Equity Value | | Class A 2022 RSU Grant | Class C 2022 RSU Grant | | Class A 2022 SAR Grant | Class C 2022 SAR Grant |
| Balan Nair | | 7,000,000 | | | 145,834 | | 291,668 | | | 323,849 | | 647,698 | |
| Christopher Noyes | | 2,500,000 | | | 52,083 | | 104,166 | | | 115,660 | | 231,320 | |
| Aamir Hussain | | 2,250,000 | | | 46,875 | | 93,750 | | | 104,094 | | 208,188 | |
| Rocio Lorenzo | | 1,500,000 | | | 31,250 | | 62,500 | | | 69,396 | | 138,792 | |
| John M. Winter | | 2,000,000 | | | 41,667 | | 83,334 | | | 92,528 | | 185,056 | |
One-third of the 2022 RSUs and 2022 SARs vest on individual performance ensures thatMarch 15 of each participant remains accountable for his or her own performance against performance goals tailoredof 2023, 2024 and 2025. The SARs have a term of ten years and base prices equal to the participant’s rolemarket closing price of the common shares on the grant date of March 11, 2022, which was $9.69 for LILA and responsibilities.$9.63 for LILAK, except for Mr. Hussain whose 2022 SARs have a
2017 Equity Incentive Awards. Our NEOs were employed by Liberty Global
ten-year term and base prices equal to the market closing price of the common shares on the grant date of Apri1 18, 2022, which was $10.75 for LILA and $10.70 for LILAK.The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or oneother terms in connection with certain terminations of its subsidiaries prior toemployment, change-of-control events and other terms with executives, generally consistent with theSplit-Off and received terms of equity awards priorpreviously granted by the company.
Other than Mr. Nair and Mr. Hussain, our NEOs’ 2022 target equity values did not change from their 2021 target values. For 2022, we increased Mr. Nair’s target equity value from $6.5 million to theSplit-Off as determined by Liberty Global. Upon$7.0 million in connection with our entry into the consummation2022 Nair Agreement, and Mr. Hussain’s target equity value of $2.25 million was established pursuant to his employment agreement with our company.
CTO PSARs Award. As noted above, theSplit-Off, outstanding awards of SARs and PSUs compensation committee has three primary objectives with respect to LiLAC Sharesexecutive compensation - motivation, retention and alignment of interests to create shareholder value. Pursuant to the Incentive Plan, in March 2022, the compensation committee approved an award of PSARs for Mr. Hussain. The CTO PSARs award consists of 300,000 PSARs (comprised of 100,000 Class A PSARs and 200,000 Class C PSARs). The PSARs have a term of ten years and base prices equal to the market closing price of our Class A and Class C common shares on the grant date of April 18, 2022, which was $10.75 for LILA and $10.70 for LILAK. Like the PSAR awards granted to Messrs. Nair, Noyes and Winter and Ms. Lorenzo and other key employees in 2021 (the Phoenix Awards),the CTO PSARs are designed to motivate and reward Mr. Hussain to build momentum in the company's operating performance through 2023, drive the company to emerge stronger from the pandemic, accelerate the company’s transition to a digital first company, retain key executives and to drive our senior management toward attaining increased shareholder value over the two-year performance period.
Reflecting the approximate ratio of issued and outstanding shares of LILA and LILAK shares, and past practice in our incentive plans, the CTO PSARs are each issued in common shares at a ratio of one-third LILA and two-thirds LILAK. Each PSAR represents the right to receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value of the common shares on the day of exercise over the base price specified in the grant, subject to performance and vesting. The CTO PSARs have performance conditions based on achievement of individual objectives in each of the years 2022 and 2023. These objectives consist of quantitative and qualitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals. The CTO PSARs will vest on March 15, 2024, subject to satisfaction of the individual objectives and continued employment through this date.
The CTO PSARs 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 Liberty Global were cancelledthe company.
CEO Award of Unrestricted LILAB Shares and reissuedLILAB Performance Share Units. 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 (the Sign-on LILAB Award). The first installment, consisting of 125,000 unrestricted shares, vested on July 28, 2022. The next installment, consisting of 187,500 PSUs, would vest, subject to Mr. Nair’s attainment of his individual performance objectives for 2022, on March 15, 2023. The final installment, consisting of 312,500 PSUs, would vest subject to Mr. Nair’s attainment of his individual performance objectives for 2023, on March 15, 2024.
Mr. Nair’s individual performance objectives for 2022 with respect to the corresponding class187,500 PSUs focused on extending our fiber network and generally improving our network, launching new products, improving our commercial and customer experience, completing the Claro Panama Acquisition and the formation of the Chile JV, progressing post-acquisition integrations at Liberty Puerto Rico, Liberty Costa Rica and CWP and executing our common shares pursuant tofinancing and tax strategies.
In February 2023, the Transition Plan,compensation committee reviewed Mr. Nair’s 2022 performance. The committee considered Mr. Nair’s achievements against his objectives as defined below under “—Incentive Plans.” Awards cancelleddescribed above in —Assessing NEO Performance and replaceddetermined that he met the performance objectives under the Transition Plan remain subject toSign-on LILAB Award agreement. Mr. Nair vested in 187,500 PSUs on March 15, 2023.
CEO Commitment Award. In July 2022, the same terms and conditions as the original awards with respect to LiLAC Shares. Following theSplit-Off, share-based incentive awards will be granted under the Employee Incentive Plan, as defined below. While grants of SARs were approved in late 2017 but not made until January 2018, as of December 31, 2017, no share-based incentive awards were outstanding under the Employee Incentive Plan.
2018 Equity Incentive Awards. Pursuant to the terms of Mr. Nair’s employment agreement, and as an incentive to our executive team to provide greater alignment with our shareholders and motivation under the new company following theSplit-Off, Liberty Global’s compensation committee and our board at the time, which was comprised of Mr. Winter and two executive officers of Liberty Global, authorized awards of SARs with respect to our common shares to our executive officers. The SARs vest in three equal annual installments commencing March 15, 2019, have a seven-year term and are reflected in the table below:
| | | | | | | | | | | | | | | | |
Name & Position | | LILA | | | Base
Price | | | LILAK | | | Base
Price | |
Michael T. Fries, Executive Chairman of the Board (1) | | | 166,667 | | | $ | 21.58 | | | | 333,333 | | | $ | 21.39 | |
Christopher Noyes, Senior Vice President & Chief Financial Officer | | | 11,854 | | | $ | 21.58 | | | | 23,708 | | | $ | 21.39 | |
Betzalel Kenigsztein, Senior Vice President & Chief Operating Officer | | | 11,854 | | | $ | 21.58 | | | | 23,708 | | | $ | 21.39 | |
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary | | | 11,854 | | | $ | 21.58 | | | | 23,708 | | | $ | 21.39 | |
(1) | Mr. Fries received the grant in lieu of director fees. |
Other Awards
Pursuant to the terms of his employment agreement,also awarded Mr. Nair received asign-on one-time commitment award, of 200,000 LILA SARspaid $750,000 in cash and $1.25 million in LILAK shares, in connection with a base price of $21.58his entry into the 2022 Nair Agreement. See —Employment and 400,000 LILAK SARs with a base price of $21.39 on January 2, 2018 (theCEO SAR Award). The CEO SAR Award will vest in three equal annual installments commencing March 15, 2019, and have a seven year term.
Other Agreements for additional information regarding the 2022 Nair Agreement.
Share Ownership Policy
Our
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 OperatingTechnology and Product Officer and Chief Legal Officer | | | 4 times base salary | |
All other members of the Executive Leadership Team, including our Chief Customer Officer | | | 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 arewere U.S. taxpayers in 2022 and who are designated as participants from time to time by ourthe compensation committee may elect to defer payment of certain of their compensation as described under “—Deferred —Deferred Compensation Plan”Plan below. 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 atax-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 the 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 ourthe 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.
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,
and an executive health
plan.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
his employment agreement,the 2022 Nair Agreement, the annual flight hours for Mr. Nair’s personal use of our aircraft
iswas increased from 50
hours to 100 hours per year 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. We also
expect to provide an executive health plan for our executive and senior officers to proactively manage and improve their health.
We expect theThe benefits of this program
to include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.
Pursuant to the 2022 Nair Agreement, Mr. Nair was reimbursed for reasonable attorney’s fees and expenses incurred in connection with the negotiation and execution of the 2022 Nair Agreement. In 2022, Mr. Hussain received relocation benefits in connection with his relocation to Panama and a housing allowance. Under Mr. Hussain’s employment agreement, he will be required to reimburse us for half of his relocation expenses if he voluntarily resigns from our company or is terminated for cause between April 19, 2023 and April 17, 2025. Pursuant to Ms. Lorenzo’s employment agreement, she received housing benefits and tuition support for each child in 2022 and relocation benefits in 2021. If Ms. Lorenzo voluntarily resigns from our company or is terminated for cause between July 17, 2022 and July 15, 2024, she will be required to reimburse us for half of her relocation expenses.
Tax and Accounting Considerations
Under the Tax Cuts and Jobs Act of 2017 (the2017 Tax Act,), Section 162(m) of the U.S. Internal Revenue Code of 1986 and the regulations and interpretations promulgated thereunder (theCode) was amended effective for 2018 to prohibit the deduction of compensation in excess of $1.0 million paid to “covered employees”, which may limit our ability to deduct all compensation paid to certain of our executives in the future. Effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation will no longer be available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. Given the lack of regulatory guidance to date, the compensation committee is not yet able to determine the full impact of the 2017 Tax Act changes to Section 162(m) on us and our compensation programs, including PSUs. To the extent applicable, we expect to comply with the transition relief is available under the 2017 Tax Act with respect to Section 162(m) to preserve deductions under Section 162(m) grandfathered arrangements.arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible. 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. OurThe compensation committee endeavors to ensure that any compensation that could be characterized asnon-qualified deferred compensation complies with Section 409A of the Code.
OurThe 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.
We have a recoupment policy, which is reflected in the terms of our PSU awards and our annual cash performance awards for executive officers, that provides that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time
as a result of an error (whether or not involving fraud or misconduct) and
ourthe compensation committee determines that if the financial results had been properly reported the portion of the awards that would have been earned by participants would have been lower than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.
Post-Employment Benefits and Change in Control
We have not adopted a severance policy covering
Our CEO and each of our NEOs or other executive officers, however our CEO isare entitled to post-employment benefits under histheir respective employment agreement.agreements. See “EmploymentEmployment and Other Agreements”Agreements below. Otherwise,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 Employee Incentive Plan on certaintermination-of-employment events as other holders of such awards. Similarly, the Employee Incentive Plan provides the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certainchange-in-control change in control events. Accordingly, the existence of these potential post-employment andchange-in-control change in control benefits has not influenced ourthe compensation committee’s decisions with respect to executive compensation. In designing the terms for the PSU awards, ourPhoenix Awards and the CTO PSARs, the compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The termsPhoenix Awards would fully vest upon a termination due to death or disability, and the compensation committee has discretion to vest a prorated portion of the PSU awards do not guarantee that any portion of an award will be deemed earnedPhoenix Awards upon a qualifying retirement or a termination of employment except as a result of death, nor thatwithout cause. Full vesting of earned awards will be accelerated upon termination of employment, except as a result of death or disability.the Phoenix Awards will only be accelerated upon specifiedchange-in-control change in control events if the awards are not continued on the same terms and conditionsas discussed in Potential Payments upon Termination or Change in the case of certain corporate reorganization transactions, effective provision has not been made for the assumption or continuation of the awards on equivalent terms.Control
below. 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 andchange-in-control change in control provisions, see “PotentialPotential Payments upon Termination or Change in Control”Control below.
Timing of Equity Awards
Our
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 thatto use the consideration1:2 weighted, LILA and approval of proposed annual grants of conventional equity awards to employees, including our NEOs, in 2018 will occur at a compensation committee meeting to occur in April. In such case, the exercise price or base price of option and SAR grants approved at this meeting would be set at the respective closingLILAK, 5-day average prices of our LILAsuch shares and LILAK shares on the grant date, which would beleading up to the date of the meeting or, if later, May 1such committee’s approval of the samegrants to determine the number of awards to issue. The grant date for such awards generally occurs in March of each year. Nevertheless, asFor 2022, awards were granted in mid-March to our NEOs, except that Mr. Hussain’s awards were granted in mid-April when he joined our company, and Mr. Nair was granted the Sign-on LILAB Award and CEO Commitment Award in July 2022 in connection with his entry into the 2022 Nair Agreement. As a relatively new company, ourthe 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.
For purposes of determining the number of LILA and LILAK PSUs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee expects to use the average of the closing prices of such shares for a trading period ending prior to the date of the committee meeting to approve the grants. Our compensation committee expects to grant PSUs at a consistent time during the first quarter of the year.
Policies Regarding Hedging
Our
boardBoard has adopted an Insider Trading Policy that 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,
or executive officers
or employees from hedging the economic risk of
share ownership.any decrease in the market value of our company’s equity securities.
Compensation Committee Report
The compensation committee has reviewed the “CompensationCompensation Discussion and Analysis”Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our Board that the “CompensationCompensation Discussion and Analysis”Analysis be included in this proxy statement.
| | |
Submitted by the Members of the Compensation Committee Miranda Curtis (chair) Paul A. Gould Eric L. Zinterhofer |
Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for fiscal years 2022, 2021 and 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(1) | | Option Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($)(3) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4) | | All Other
Compen-sation
($)(5) | | Total ($) |
| | | | | | | | | | | | | | | | | | |
| | 2022 | | 1,500,000 | | | 750,000 | | | 6,584,633 | | | 5,233,911 | | | 1,095,000 | | | 131,193 | | | 450,880 | | | 15,745,617 | |
| Balan Nair | | 2021 | | 1,250,000 | | | — | | | 9,250,842 | | | 26,310,008 | | | — | | | 609,265 | | | 156,688 | | | 37,576,803 | |
| Chief Executive Officer & President | | 2020 | | 1,145,833 | | | — | | | 7,643,161 | | | 4,054,074 | | | 2,325,050 | | | 1,245,039 | | | 65,205 | | | 16,478,363 | |
| | | | | | | | | | | | | | | | | | |
| | 2022 | | 666,667 | | | — | | | 1,713,115 | | | 1,906,964 | | | 182,500 | | | 15,802 | | | 43,824 | | | 4,528,873 | |
| Christopher Noyes | | 2021 | | 625,000 | | | — | | | 3,020,587 | | | 3,857,442 | | | — | | | 25,422 | | | 36,770 | | | 7,565,220 | |
| Senior Vice President & Chief Financial Officer | | 2020 | | 560,938 | | | — | | | 1,730,721 | | | 935,563 | | | 511,000 | | | — | | | 21,117 | | | 3,759,338 | |
| | | | | | | | | | | | | | | | | | |
| | 2022 | | 438,702 (6) | | — | | | 1,661,016 | | | 2,980,886 | | | 136,875 | | | — | | | 83,538 | | | 5,301,017 | |
| Aamir Hussain(6) | | 2021 | | — | | | | | — | | | — | | | — | | | — | | | — | | | — | |
| Senior Vice President & Chief Technology and Product Officer | | 2020 | | — | | | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
| | 2022 | | 440,000 | | | — | | | 1,110,000 | | | 1,144,178 | | | 182,500 | | | — | | | 106,816 | | | 2,983,494 | |
| Rocio Lorenzo(7) | | 2021 | | 200,256 (8) | | — | | | 1,510,027 | | | 2,872,206 | | | — | | | — | | | 61,558 | | | 4,644,048 | |
| Senior Vice President & Chief Customer Officer | | 2020 | | — | | | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
| | 2022 | | 550,000 | | | — | | | 1,411,572 | | | 1,525,571 | | | 182,500 | | | 22,748 | | | 20,994 | | | 3,713,385 | |
| John Winter | | 2021 | | 541,667 (9) | | — | | | 2,368,692 | | | 3,525,976 | | | — | | | 37,185 | | | 38,094 | | | 6,511,614 | |
| Senior Vice President, Chief Legal Officer & Secretary | | 2020 | | 468,750 | | | — | | | 1,696,272 | | | 779,633 | | | 511,000 | | | 8,988 | | | 21,117 | | | 3,485,759 | |
(1)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 MembersNEOs 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 2022 RSUs, and (d) the awards granted in 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 Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (
ASC 718). The 2021 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, 2022 for the equity portion of the 2021 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), and (c) the grant date fair value of each NEO’s target annual RSUs awarded in 2021 (2021 RSUs), in each case, determined in accordance with ASC 718. The 2020 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 1, 2021 for the equity portion of the 2020 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 2020 PSUs, (d) the grant date fair value of the RSUs granted to each NEO as adjustment to outstanding awards in connection with the rights offering conducted in September 2020 (the Rights
Offering), and (e) the grant date fair value of the target number of PSUs granted to each NEO as adjustment to outstanding PSUs in connection with the Rights Offering, in each case, determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 15 to our consolidated financial statements for the year ended December 31, 2022, which are included in the 2022 Form 10-K.
(2)The 2022 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2022 SARs granted to our NEOs and the grant date fair value of the CTO PSARs approved on March 11, 2022 and granted on April 18, 2022, in each case, determined in accordance with ASC 718.The dollar amounts for the SAR awards and the CTO PSARs 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. The 2021 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the SAR awards and Phoenix Awards approved on March 16, 2021 and granted on May 12, 2021 to our NEOs (except for Ms. Lorenzo whose SAR awards and Phoenix Award were approved and granted on July 16, 2021), in each case, determined in accordance with ASC 718.The dollar amounts for the SAR awards and the Phoenix Awards assume a risk-free interest rate ranging from 1.30% to 1.44%, a volatility rate ranging from 36.93% to 44.46% and an expected term of 10.0 years. The 2020 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2020 and granted on March 13, 2020 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards assume a risk-free interest rate of 0.72%, a volatility rate ranging from 35.33% to 35.44% and an expected term of 7.0 years. For a description of the assumptions used in these calculations, see Notes 3 and 15 to our consolidated financial statements for the year ended December 31, 2022, which are included in the 2022 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 2022 Annual Bonus Program and the 2020 Annual Bonus Program, which were paid out in March of 2023 and 2021, respectively.
(4)The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation CommitteeMiranda Curtis (chair)
Paul A. Gould
Eric L. Zinterhofer
SummaryEarnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation
Prior Plan. The above-market value of accrued interest is that portion of the accrued interest equal to theSplit-Off, our executive officers were officers or employees 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. Additionally, for the 2020 year, the dollar amount shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflects the portion of a reimbursement paid to Liberty Global or its subsidiaries other than us,in 2020 for above-market interest accrued in 2018, 2019 and 2020 on compensation previously deferred by the applicable NEO under the Liberty Global, Inc. Deferred Compensation Plan (the LG Deferred Compensation Plan) in connection with their responsibilities as our executive officers differ from those they held in their respective position prior to theSplit-Off. Because our executive officers were compensated byservice for Liberty Global prior to theSplit-Off, compensation as shown in the table below:
| | | | | | | | | | | |
| Name | Above-market interest reimbursement for 2018 ($) | Above-market interest reimbursement for 2019 ($) | Above-market interest reimbursement for 2020 ($) |
| Balan Nair | 333,741 | 302,322 | 472,519 |
| John Winter | 2,326 | 2,434 | 4,227 |
(5)The following table provides additional information is not available for prior periods. Betweenabout the effective date of2022 amounts that appear in theSplit-Off and December 31, 2017, the sole compensation approved by us with respect to our NEOs was a grant of SARs which is reflected “All Other Compensation” column in the Summary Compensation Table below despiteabove: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | 401(k) Plan ($)(a) | | Life Insurance ($)(b) | | Relocation ($)(b) | | Housing ($)(b) | | Airplane Usage ($)(b) | | Miscellaneous ($)(c) | | Total ($) |
| Balan Nair | | 20,500 | | 494 | | — | | | — | | | 378,549 | | 51,337 | | 450,880 |
| Christopher Noyes | | 20,500 | | 494 | | — | | | — | | | 7,413 | | 15,418 | | 43,824 |
| Aamir Hussain | | — | | | — | | | 23,095 | | | 59,500 | | — | | | 943 | | 83,538 |
| Rocio Lorenzo | | — | | | — | | | — | | | 48,000 | | | — | | | 58,816 | | 106,816 |
| John Winter | | 20,500 | | 494 | | — | | | — | | | — | | | — | | | 20,994 |
(a)Represents matching employer contributions made under the grantLiberty 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 being made until January 2, 2018. As discussed in the footnotes and in “—Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—2018 Equity Incentive Awards” above, the values presented in the tables do not alwaysmatched.
(b)Amounts reflect the actual compensation receivedfollowing:
•Premiums for term life insurance under our group term life insurance benefit plan for U.S. employees.
•Payments made on behalf of Ms. Lorenzo and Mr. Hussain related to their housing costs.
•Payments made on behalf of Mr. Hussain for relocation expenses.
•Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Nair ($378,549) and Mr. Noyes ($7,413). Aggregate incremental cost for personal use of our NEOs duringaircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the relevant fiscal year. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($) | | | Option
Awards
($)(1) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings($)(4) | | | All Other
Compen-
sation
($) | | | Total ($) | |
Balan Nair | | | 2017 | | | | — | | | | — | | | | — | | | | 5,137,047 | | | | — | | | | — | | | | — | | | | 5,137,047 | |
Chief Executive Officer & President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Christopher Noyes | | | 2017 | | | | — | | | | — | | | | — | | | | 304,473 | | | | — | | | | — | | | | — | | | | 304,473 | |
Senior Vice President & Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Michael T. Fries | | | 2017 | | | | — | | | | — | | | | — | | | | 4,280,872 | | | | — | | | | — | | | | — | | | | 4,280,872 | |
Executive Chairman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Betzalel Kenigsztein | | | 2017 | | | | — | | | | — | | | | — | | | | 304,473 | | | | — | | | | — | | | | — | | | | 304,473 | |
Senior Vice President & Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
John Winter | | | 2017 | | | | — | | | | — | | | | — | | | | 304,473 | | | | — | | | | — | | | | — | | | | 304,473 | |
Senior Vice President, Chief Legal Officer & Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The 2017 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2017 and granted on January 2, 2018 to our NEOs determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic (FASB ASC 718). The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.34%, a volatility rate of ranging from 35.46% to 36.61% and an expected term of 6.4 years. The SAR awards vest in three equal annual installments commencing March 15, 2019, and have a seven year term. |
Grantsapplicable number of Plan-Based Awards
Prior toflight 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.
(c)Amounts reflect theSplit-Off, following:
•Payments made on behalf of Messrs. Nair and Noyes and Ms. Lorenzo under our executive officers were officers or employees of Liberty Global or its subsidiaries other than us, and their responsibilities as our executive officers differ from those they held in their respective position prior to theSplit-Off. Because our executive officers were compensated by Liberty Global prior to theSplit-Off, compensation information is not available for prior periods. As of December 31, 2017, no awards were outstanding under our Employee Incentive Plan. On December 21, 2017, Liberty Global’s compensation committee and our board at the time, which was comprised of Mr. Winter and two executive officers of Liberty Global, approved a grant of SARs with respect to Mr. Nair pursuant to his employment agreement andhealth plan.
•Gifts given to each of our other NEOs,NEOs.
•Payments on behalf of Mr. Noyes and Ms. Lorenzo for educational expenses of attending executive education seminars and a payment on behalf of Ms. Lorenzo for tuition support ($39,148).
•A payment of approximately $45,387 to reimburse Mr. Nair for his attorney fees incurred in connection with the negotiation and preparation of the 2022 Nair Agreement.
(6)Mr. Hussain joined our company in April 2022. Mr. Hussain’s 2022 annual base salary has been pro-rated based on his April 2022 start date with our company.
(7)Ms. Lorenzo joined our company in July 2021.
(8)Ms. Lorenzo’s 2021 annual base salary has been pro-rated based on her July 2021 start date with our company. Her 2022 and 2021 annual base salary also includes payment of a thirteenth month of salary as required by Panamanian law.
(9)The annual base salary in effect for Mr. Winter for January and February 2021 was $500,000, which was granted on January 2, 2018. This was the only compensation approved by usincreased to $550,000, effective in 2017 with respect to individuals who would become our NEOs and is reflected in the table below despite the grant not being made until January 2, 2018. March 2021.
Grants of Plan-Based Awards
The table below sets forth certain information concerning the January 2, 2018 grants of SARsequity based awards and the annual performance bonus awards approved and granted to our NEOs under the Employee Incentive Plan during the year ended December 31, 2022, as described above in “——Compensation Discussion and Analysis—Elements of Our Compensation Packages—Packages. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All other Option Awards Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/sh) | | Grant Date Fair Value of Stock & Option Awards ($)(1) |
| Name | | Grant Date | | Board/ Committee Action Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | | |
| Balan Nair | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/11/2022 (2) | | | | 875,000 | | | 1,750,000 | | | 1,750,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | 7/21/2022 (7) | | | | 125,000 | | | 250,000 | | | 250,000 | | | | | | | | | | | | | | | |
| LILA | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 135,417 | | | — | | | — | | | 1,312,191 | |
| | 3/11/2022 (2) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 300,717 | | | 9.69 | | | 1,613,879 | |
| | 7/28/2022 (5) | | 07/21/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 10,417 | | | — | | | — | | | 75,211 | |
| | 7/28/2022 (5) | | 07/21/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 23,132 | | | 9.69 | | | 93,620 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 11,052 | | | — | | | — | | | 106,983.36 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | $ | 309,896 | | | $ | 656,250 | | | $ | 656,250 | | | — | | | — | | | — | | | — | |
| | 3/15/2023 (7) | | 07/11/2022 | | — | | | — | | | — | | | $ | 44,271 | | | $ | 93,750 | | | $ | 93,750 | | | — | | | — | | | — | | | — | |
| LILAB | | 7/28/2022 (8) | | 07/21/2022 | | — | | | — | | | — | | | — | | | 187,500 | | | — | | | — | | | — | | | — | | | 1,145,644 | |
| | 7/28/2022 (8) | | 07/21/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 125,000 | | | — | | | — | | | 763,763 | |
| LILAK | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 270,834 | | | — | | | — | | | 2,608,131 | |
| | 3/11/2022 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 601,434 | | | 9.63 | | | 3,344,244 | |
| | 7/28/2022 (5) | | 07/21/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 20,834 | | | — | | | — | | | 148,755 | |
| | 7/28/2022 (5) | | 07/21/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 46,264 | | | 9.63 | | | 182,169 | |
| | 7/28/2022 (8) | | 07/21/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 177,305 | | | — | | | — | | | 1,265,958 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 22,105 | | | — | | | — | | | 212,650 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | $ | 619,792 | | | $ | 1,312,500 | | | $ | 1,312,500 | | | — | | | — | | | — | | | — | |
| | 3/15/2023 (7) | | 07/11/2022 | | — | | | — | | | — | | | $ | 88,542 | | | $ | 187,500 | | | $ | 187,500 | | | — | | | — | | | — | | | — | |
| Christopher Noyes | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/11/2022 (2) | | | | — | | | 500,000 | | | 500,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 52,083 | | | — | | | — | | | 504,684 | |
| | 3/11/2022 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 115,660 | | | 9.69 | | | 620,721 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 3,157 | | | — | | | — | | | 30,560 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 187,500 | | | $ | 187,500 | | | — | | | — | | | — | | | — | |
| LILAK | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 104,166 | | | — | | | — | | | 1,003,119 | |
| | 3/11/2022 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 231,320 | | | 9.63 | | | 1,286,243 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 6,315 | | | — | | | — | | | 60,750 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 375,000 | | | $ | 375,000 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 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 ($/sh) | | Grant Date Fair Value of Stock & Option Awards ($)(1) |
| Name | | Grant Date | | Board/ Committee Action Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | | |
| Aamir Hussain | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/11/2022 (2) | | | | — | | | 375,000 | | | 375,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 4/18/2022 (3) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 46,875 | | | — | | | — | | | 503,906 | |
| | 4/18/2022 (4) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 104,094 | | | 10.75 | | | 625,574 | |
| | 4/18/2022 (9) | | 03/11/2022 | | — | | | — | | | — | | | — | | | 100,000 | | | — | | | — | | | — | | | 10.75 | | | 600,970 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 140,625 | | | $ | 140,625 | | | — | | | — | | | — | | | — | |
| LILAK | | 4/18/2022 (3) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 93,750 | | | — | | | — | | | 1,003,125 | |
| | 4/18/2022 (4) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 208,188 | | | 10.70 | | | 1,223,313 | |
| | 4/18/2022 (9) | | 03/11/2022 | | — | | | — | | | — | | | — | | | 200,000 | | | — | | | — | | | — | | | 10.70 | | | 1,175,200 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 281,250 | | | $ | 281,250 | | | — | | | — | | | — | | | — | |
| Rocio Lorenzo | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/11/2022 (2) | | | | — | | | 500,000 | | | 500,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 31,250 | | | — | | | — | | | 302,813 | |
| | 3/11/2022 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 69,396 | | | 9.69 | | | 372,432 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 2,429 | | | — | | | — | | | 23,513 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 187,500 | | | $ | 187,500 | | | — | | | — | | | — | | | — | |
| LILAK | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 62,500 | | | — | | | — | | | 601,875 | |
| | 3/11/2022 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 138,792 | | | 9.63 | | | 771,746 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 4,858 | | | — | | | — | | | 46,734 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 375,000 | | | $ | 375,000 | | | — | | | — | | | — | | | — | |
| John Winter | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/11/2022 (2) | | | | — | | | 500,000 | | | 500,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/11/2022 (3) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 41,667 | | | — | | | — | | | 403,753 | |
| | 3/11/2022 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 92,528 | | | 9.69 | | | 496,576 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 2,429 | | | — | | | — | | | 23,513 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 187,500 | | | $ | 187,500 | | | — | | | — | | | — | | | — | |
| LILAK | | 3/11/2022 (3) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 83,334 | | | — | | | — | | | 802,506 | |
| | 3/11/2022 (4) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 185,056 | | | 9.63 | | | 1,028,995 | |
| | 3/15/2023 (6) | | 03/11/2022 | | — | | | — | | | — | | | — | | | — | | | — | | | 4,858 | | | — | | | — | | | 46,734 | |
| | 3/15/2023 (2) | | 03/11/2022 | | — | | | — | | | — | | | — | | | $ | 375,000 | | | $ | 375,000 | | | — | | | — | | | — | | | — | |
(1)These amounts represent the grant date fair value of these awards computed in accordance with ASC 718.
(2)The compensation committee determined that 50% of amounts earned under the 2022 Annual Bonus Program would be paid in common shares.
(3)These amounts represent the annual equity grant to our executives in the form of RSUs, as more fully described in Elements of Our Compensation Packages above. These RSUs will vest in three equal annual installments on March 15 of 2023, 2024 and 2025.
(4)These amounts represent the annual equity grant to our executives in the form of SARs, as more fully described in Elements of Our Compensation Packages above. These SARs will vest in three equal annual installments on March 15 of 2023, 2024 and 2025.
(5)These amounts represent additional RSUs and SARs that were granted to Mr. Nair to reflect the $500,000 increase in his 2022 annual equity target that the compensation committee approved prior to our entry into the 2022 Nair Agreement.
(6)Pursuant to the SHIP, the NEOs received RSUs in March 2022 equal to 12.5% of the gross number of shares earned under the 2021 Annual Bonus Program that the NEO elected to receive in common shares rather than cash, as further described above in Compensation Discussion and Analysis-Elements of Our Compensation Packages. These RSUs vested in full on March 1, 2023 provided that the NEO continued to hold all of the shares issued in connection with the 2021 Annual Bonus Program through that period.
(7)The compensation committee determined that 50% of the amount earned under the 2022 Annual Bonus Program would be paid in common shares. These amounts represent the additional cash portion of Mr. Nair’s annual bonus, as well as the shares that were granted to Mr. Nair to reflect the $500,000 increase in his 2022 target annual bonus that the compensation committee approved prior to our entry into the 2022 Nair Agreement.
(8)In connection with our entry into the 2022 Nair Agreement, Mr. Nair received the Sign-on LILAB Award and the CEO Commitment Award. The first installment of the Sign-on LILAB Award, consisting of 125,000 unrestricted shares, and the CEO Commitment Award vested on July 28, 2022. The second installment of the Sign-on LILAB Award, consisting of 187,500 performance share units, vests, subject to Mr. Nair’s attainment of his individual performance objectives for 2022, on March 15, 2023.
(9)These amounts represent the CTO PSARs granted to Mr. Hussain, as more fully described in —Elements of Our Compensation Packages above. The CTO PSARs are subject to the achievement of individual performance objectives during 2022 and 2023. If earned, the award will fully vest on March 15, 2024.
Outstanding Equity Incentive Awards—2018 Equity IncentiveAwards at Fiscal Year-End
The table below sets forth certain information concerning options, SARs, PSARs, PSUs and RSUs held by our NEOs at December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards | | Stock Awards |
| Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | | Option Exercise Price ($) | | 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 ($) | | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| Balan Nair | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2016 | | 3,026 | | — | | | — | | | 37.53 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2016 | | 7,552 | | — | | | — | | | 39.48 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2017 | | 7,120 | | — | | | — | | | 21.43 | | | 5/1/2024 | | — | | | — | | | — | | | — | |
| | 1/2/2018 | | 200,000 | | — | | | — | | | 21.58 | | | 1/2/2025 | | — | | | — | | | — | | | — | |
| | 5/1/2018 | | 115,740 | | — | | | — | | | 18.63 | | | 5/1/2025 | | — | | | — | | | — | | | — | |
| (1) | | 4/1/2019 | | 107,473 | | 15,354 | | | — | | | 19.91 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| (2) | | 3/13/2020 | | 147,163 | | 73,571 | | | — | | | 10.42 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (3) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 62,170 | | | 468,140 | | | — | | | — | |
| (3) | | 5/12/2021 | | 65,288 | | 130,572 | | | — | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (4) | | 5/12/2021 | | — | | — | | | 1,000,000 | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 135,417 | | | 1,019,690 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 300,717 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 11,052 | | | 83,222 | | | — | | | — | |
| (5) | | 7/28/2022 | | — | | — | | | — | | | — | | | — | | | 10,417 | | | 78,440 | | | — | | | — | |
| (5) | | 7/28/2022 | | — | | 23,132 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAB | | | | | | | | | | | | | | | | | | | | |
| (7) | | 7/28/2022 | | — | | — | | | — | | | — | | | — | | | — | | | — | | | 187,500 | | | 1,265,625 | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2016 | | 15,106 | | — | | | — | | | 39.71 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2016 | | 6,052 | | — | | | — | | | 40.61 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2017 | | 14,240 | | — | | | — | | | 21.84 | | | 5/1/2024 | | — | | | — | | | — | | | — | |
| | 1/2/2018 | | 400,000 | | — | | | — | | | 21.39 | | | 1/2/2025 | | — | | | — | | | — | | | — | |
| | 5/1/2018 | | 231,480 | | — | | | — | | | 18.24 | | | 5/1/2025 | | — | | | — | | | — | | | — | |
| (1) | | 4/1/2019 | | 214,947 | | 30,707 | | | — | | | 20.03 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| (2) | | 3/13/2020 | | 294,326 | | 147,142 | | | — | | | 10.48 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (3) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 124,342 | | | 944,999 | | | — | | | — | |
| (3) | | 5/12/2021 | | 130,574 | | 261,146 | | | — | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (4) | | 5/12/2021 | | — | | — | | | 2,000,000 | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 270,834 | | | 2,058,338 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 601,434 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 22,105 | | | 167,998 | | | — | | | — | |
| (5) | | 7/28/2022 | | — | | — | | | — | | | — | | | — | | | 20,834 | | | 158,338 | | | — | | | — | |
| (5) | | 7/28/2022 | | — | | 46,264 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards | | Stock Awards |
| Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | | 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 ($) |
| Christopher Noyes | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2016 | | 378 | | — | | | — | | | 37.53 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2016 | | 943 | | — | | | — | | | 39.48 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 8/1/2016 | | 11,562 | | — | | | — | | | 34.85 | | | 8/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2017 | | 13,170 | | — | | | — | | | 21.43 | | | 5/1/2024 | | — | | | — | | | — | | | — | |
| | 1/2/2018 | | 11,854 | | — | | | — | | | 21.58 | | | 1/2/2025 | | — | | | — | | | — | | | — | |
| | 5/1/2018 | | 28,935 | | — | | | — | | | 18.63 | | | 5/1/2025 | | — | | | — | | | — | | | — | |
| (1) | | 4/1/2019 | | 24,801 | | 3,544 | | | — | | | 19.91 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| (2) | | 3/13/2020 | | 33,961 | | 16,978 | | | — | | | 10.42 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (3) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 23,912 | | | 180,057 | | | — | | | — | |
| (3) | | 5/12/2021 | | 25,111 | | 50,220 | | | — | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (4) | | 5/12/2021 | | — | | — | | | 100,000 | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 52,083 | | | 392,185 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 115,660 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 3,157 | | | 23,772 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2016 | | 1,888 | | — | | | — | | | 39.71 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2016 | | 756 | | — | | | — | | | 40.61 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 8/1/2016 | | 23,124 | | — | | | — | | | 35.24 | | | 8/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2017 | | 26,340 | | — | | | — | | | 21.84 | | | 5/1/2024 | | — | | | — | | | — | | | — | |
| | 1/2/2018 | | 23,708 | | — | | | — | | | 21.39 | | | 1/2/2025 | | — | | | — | | | — | | | — | |
| | 5/1/2018 | | 57,870 | | — | | | — | | | 18.24 | | 5/1/2025 | | — | | | — | | | — | | | — | |
| (1) | | 4/1/2019 | | 49,603 | | 7,087 | | — | | | 20.03 | | 5/1/2026 | | — | | | — | | | — | | | — | |
| (2) | | 3/13/2020 | | 67,922 | | 33,956 | | | — | | | 10.48 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (3) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 47,824 | | | 363,462 | | | — | | | — | |
| (3) | | 5/12/2021 | | 50,222 | | 100,440 | | | — | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (4) | | 5/12/2021 | | — | | — | | | 200,000 | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 104,166 | | | 791,662 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 231,320 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 6,315 | | | 47,994 | | | — | | | — | |
| Aamir Hussain | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| (4) | | 4/18/2022 | | — | | — | | | 100,000 | | | 10.75 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| (5) | | 4/18/2022 | | — | | — | | | — | | | — | | | — | | | 46,875 | | | 352,969 | | | — | | | — | |
| (5) | | 4/18/2022 | | — | | 104,094 | | | — | | | 10.75 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| (4) | | 4/18/2022 | | — | | — | | | 200,000 | | | 10.70 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| (5) | | 4/18/2022 | | — | | — | | | — | | | — | | | — | | | 93,750 | | | 712,500 | | | — | | | — | |
| (5) | | 4/18/2022 | | — | | 208,188 | | | — | | | 10.70 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards | | Stock Awards |
| Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | | 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 ($) | | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| Rocio Lorenzo | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| (8) | | 7/16/2021 | | — | | — | | | — | | | — | | | — | | | 14,388 | | | 108,342 | | | — | | | — | |
| (8) | | 7/16/2021 | | 16,155 | | 32,310 | | | — | | | 13.53 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (4) | | 7/16/2021 | | — | | — | | | 100,000 | | | 13.53 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 31,250 | | | 235,313 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 69,396 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 2,429 | | | 18,290 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| (8) | | 7/16/2021 | | — | | — | | | — | | | — | | | — | | | 28,776 | | | 218,698 | | | — | | | — | |
| (8) | | 7/16/2021 | | 32,310 | | 64,620 | | | — | | | 13.57 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (4) | | 7/16/2021 | | — | | — | | | 200,000 | | | 13.57 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 62,500 | | | 475,000 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 138,792 | | | — | | | 9.63 | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 4,858 | | | 36,921 | | | — | | | — | |
| John Winter | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2016 | | 454 | | — | | | — | | | 37.53 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2016 | | 1,132 | | — | | | — | | | 39.48 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2017 | | 1,068 | | — | | | — | | | 21.43 | | | 5/1/2024 | | — | | | — | | | — | | | — | |
| | 1/2/2018 | | 11,854 | | — | | | — | | | 21.58 | | | 1/2/2025 | | — | | | — | | | — | | | — | |
| | 5/1/2018 | | 24,112 | | — | | | — | | | 18.63 | | | 5/1/2025 | | — | | | — | | | — | | | — | |
| (1) | | 4/1/2019 | | 20,668 | | 2,953 | | | — | | | 19.91 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| (2) | | 3/13/2020 | | 28,300 | | 14,149 | | | — | | | 10.42 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (3) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 19,128 | | | 144,034 | | | — | | | — | |
| (3) | | 5/12/2021 | | 20,089 | | 40,176 | | | — | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (4) | | 5/12/2021 | | — | | — | | | 100,000 | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 41,667 | | | 313,753 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 92,528 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 2,429 | | | 18,290 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2016 | | 2,266 | | — | | | — | | | 39.71 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2016 | | 908 | | — | | | — | | | 40.61 | | | 5/1/2023 | | — | | | — | | | — | | | — | |
| | 5/1/2017 | | 2,136 | | — | | | — | | | 21.84 | | | 5/1/2024 | | — | | | — | | | — | | | — | |
| | 1/2/2018 | | 23,708 | | — | | | — | | | 21.39 | | | 1/2/2025 | | — | | | — | | | — | | | — | |
| | 5/1/2018 | | 48,224 | | — | | | — | | | 18.24 | | | 5/1/2025 | | — | | | — | | | — | | | — | |
| (1) | | 4/1/2019 | | 41,336 | | 5,906 | | | — | | | 20.03 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| (2) | | 3/13/2020 | | 56,601 | | 28,297 | | | — | | | 10.48 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (3) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 38,258 | | | 290,761 | | | — | | | — | |
| (3) | | 5/12/2021 | | 40,178 | | 80,352 | | | — | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (4) | | 5/12/2021 | | — | | — | | | 200,000 | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 83,334 | | | 633,338 | | | — | | | — | |
| (5) | | 3/11/2022 | | — | | 185,056 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (6) | | 3/15/2022 | | — | | — | | | — | | | — | | | — | | | 4,858 | | | 36,921 | | | — | | | — | |
(1)Vests in 2 equal remaining quarterly installments on February 1, 2023 and May 1, 2023.
(2)Vests in 1 remaining annual installment on March 15, 2023.
(3)Vests in 2 remaining annual installments on March 15 of 2023 and 2024.
(4)Represents the target number of LILA and LILAK shares underlying PSARs that may be earned pursuant to the Phoenix Awards.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Estimated Possible Payouts
UnderNon-Equity Incentive
Plan Awards | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | | All other
Option
Awards
Number of
Securities
Underlying
Options (#) | | | Exercise
or Base
Price of
Option
Awards
($/sh) | | | Grant
Date
Fair
Value of
Stock &
Option
Awards
($) | |
Name | | Grant
Date | | | Board/
Committee
Action
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | | |
Balan Nair | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 200,000 | | | | 21.58 | | | | 1,749,932 | |
LILAK | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 400,000 | | | | 21.39 | | | | 3,387,115 | |
| | | | | | | | | | | |
Christopher Noyes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,854 | | | | 21.58 | | | | 103,719 | |
LILAK | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,708 | | | | 21.39 | | | | 200,754 | |
| | | | | | | | | | | |
Michael T. Fries | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 166,667 | | | | 21.58 | | | | 1,458,280 | |
LILAK | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 333,333 | | | | 21.39 | | | | 2,822,592 | |
| | | | | | | | | | | |
Betzalel Kenigsztein | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,854 | | | | 21.58 | | | | 103,719 | |
LILAK | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,708 | | | | 21.39 | | | | 200,754 | |
| | | | | | | | | | | |
John Winter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,854 | | | | 21.58 | | | | 103,719 | |
LILAK | | | 01/02/2018 | | | | 12/21/2017 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,708 | | | | 21.39 | | | | 200,754 | |
The Phoenix Awards are subject to the achievement of individual performance objectives in each of the years 2021, 2022, and 2023, or in the case of Mr. Hussain, during 2022 and 2023. If earned, the awards will fully vest on March 15, 2024.
(5)Vests in 3 equal annual installments on March 15 of 2023, 2024 and 2025.
(6)Vested on March 1, 2023.
(7)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 2022.On February 15, 2023, the compensation committee determined that 100% of the target was earned.The award vested on March 15, 2023.
(8)Vests in 2 remaining annual installments on August 1 of 2023 and 2024.
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 2021 annual bonus program during the year ended December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#)(1) | | Value Realized on Vesting ($) |
| | | | | | | | |
| Balan Nair | | | | | | | | |
| LILA | | — | | | — | | | 263,846 | | | 2,343,361 | |
| LILAB | | — | | | — | | | 125,000 | | | 763,763 | |
| LILAK | | — | | | — | | | 716,956 | | | 6,027,052 | |
| Christopher Noyes | | | | | | | | |
| LILA | | — | | | — | | | 70,454 | | | 633,381 | |
| LILAK | | — | | | — | | | 143,668 | | | 1,282,769 | |
| Aamir Hussain | | | | | | | | |
| LILA | | — | | | — | | | — | | | — | |
| LILAK | | — | | | — | | | — | | | — | |
| Rocio Lorenzo | | | | | | | | |
| LILA | | — | | | — | | | 26,628 | | | 241,211 | |
| LILAK | | — | | | — | | | 53,256 | | | 478,794 | |
| John Winter | | | | | | | | |
| LILA | | — | | | — | | | 57,382 | | | 514,940 | |
| LILAK | | — | | | — | | | 117,062 | | | 1,043,429 | |
(1)Includes shares withheld in payment of withholding taxes at election of holder.
Employment and Other Agreements
On November 1, 2017,
Mr. Nair has served as President and CEO of Liberty Latin America and our subsidiary, LiLAC Communications Inc. (Liberty LA entered into a multi-year employment agreement (theEmployment Agreement) with Mr. Nair,, pursuant to which Mr. Nair serves as President and Chief Executive Officer ofan employee agreement with us and Liberty LA that was effective as of the date of theSplit-Offon December 29, 2017 (theEmployment2017 Nair Agreement Effective Date), and which was December 29, 2017. The terms ofrecently amended and restated in the Employment2022 Nair Agreement are described below.in July 2022. Mr. Nair has served as our and Liberty LA’s President and CEO pursuant to the 2017 Nair Agreement and the 2022 Nair Agreement. We do not presently have analso entered into employment agreementagreements with any of our other executive officers. We have not otherwise adopted a severance policy covering our executive officers.Messrs. Noyes and Winter, effective July 24, 2019, with Mr. Hussain, effective April 18, 2022, and with Ms. Lorenzo, effective July 16, 2021 (collectively, the Officers). Each of our NEOs also holds equity awards granted under the Employee Incentive Plan. These plans are described below under “Incentive Plans.”
Summary of
theMr. Nair’s Employment Agreement
The Employment2017 Nair Agreement is dated November 1, 2017, but iswas effective as of December 29, 2017 and had an initial term ending on December 29, 2022. The 2022 Nair Agreement, which replaced the Employment2017 Nair Agreement Effective Date andon July 28, 2022, has an initial five-year term endingthat expires on the fifth anniversary of the Employment Agreement Effective Date.July 27, 2027. After the initial term, the Employment2022 Nair Agreement automatically renews for successiveone-year terms unless we, Liberty LA or Mr. Nair provide at least 180 daysdays’ prior written notice of their respective intention not to renew the term. Notwithstanding the foregoing, the Employment2022 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 vest, subject to Mr. Nair’s attainment of his 2023 individual performance objectives, on March 15, 2024. 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 2022 base salary will bewas increased from $1.25 million per year, subject to annual increase at the discretion of our compensation committee. $1.5 million.
Mr. Nair will receive a cash bonus of $1.5 million on the first payroll date of Liberty LA after the Employment Agreement Effective Date. The Employment Agreement provided for the CEO SAR Award based on 200,000 Class A common shares and 400,000 Class C common shares to be granted no later than 15 days after the Employment Agreement Effective Date. The CEO SAR Award was granted effective on January 2, 2018, see “—Compensation Discussion and Analysis—Elements of Compensation Packages—Equity Incentive Awards—2018 Equity Incentive Awards—Other Awards” above.Mr. Nair will beis eligible to earn an annual bonus each year. TheFor 2022, the compensation committee increased Mr. Nair’s target annual bonus for 2018 will be $3.0from $3.5 million to $4 million. Thereafter, theBeginning in 2023, Mr. Nair’s target annual bonus will be reviewed annually and may be adjusted upwardincrease by our compensation committee.$250,000 for each year of the 2022 Nair Agreement’s initial five-year term. There is no guaranteed bonus amount. The actual amount paid to Mr. Nair will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by ourthe compensation committee.
See
Annual Performance Awards above. Mr. Nair will have the opportunity to elect to receive his annual bonus payment in LILA shares and/or LILAK shares in lieu of cash under the shareholding incentive program of our annual performance bonus plan. During the term of the Employment2022 Nair Agreement, Mr. Nair willis 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). The Annual Equity Awards granted to Mr. Nair may be 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 connection with the termsincrease to his 2022 target Annual Equity Awards, on July 28, 2022, Mr. Nair received grants of 10,417 LILA RSUs, 20,834 LILAK RSUs, 23,132 LILA SARs with a base price of $9.69 per share, and conditions substantially46,264 LILAK SARs with a base price of $9.63 per share. These RSU and SAR grants will vest in three equal annual installments on March 15 of 2023, 2024 and 2025. Beginning in 2023, the same as those for our other senior executive officers. The target value of these Annual Equity AwardsMr. Nair’s annual equity grant will be $6.0$7.25 million, for 2018 and thereafter ourincreasing by $250,000 each year through 2026.
In its sole discretion, the compensation committee may
determine the actualannually increase Mr. Nair’s base salary, target
value ofannual bonus, or target Annual Equity
Awards in its sole discretionAward value but may not reduce
the amount below the target value for 2018.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 50100 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with Liberty LA. See Aircraft Policy below. In addition, Liberty LAwe agreed to payreimburse up to $50,000 of all reasonable legal fees and expenses incurred by Mr. Nair not in excess of $25,000 in connection with the negotiation and execution of the Employment2022 Nair Agreement. 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 (the Accrued 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 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 without 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).
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. 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. Each of the Officers will be eligible to earn an annual bonus. The target annual bonus for 2022 for each of the Officers was $1.0 million, except for Mr. Hussain whose 2022 target annual bonus was prorated to $750,000 due to his April 2022 start date. For 2023, the Officers’ target annual bonuses are $1.0 million. 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 and 2023, the target value of these Annual Equity Awards was $2.5 million for Mr. Noyes, $2.25 million for Mr. Hussain, $1.5 million for Ms. Lorenzo and $2.0 million for Mr. Winter. The compensation committee has the discretion to annually increase or decrease each Officer’s Annual Equity Award value. Mr. Hussain also received the CTO PSARs, consisting of 100,000 LILA SARs and 200,000 LILAK SARs pursuant to his employment agreement, which cliff vest in March 2024, subject to individual performance.
Mr. Hussain’s employment agreement also provides for relocation and expatriate benefits, a housing allowance of $7,000 per month for five years, tuition support of $20,000 initially and an additional $18,000 per year per child for up to five years, medical coverage for Mr. Hussain’s family and reimbursement of reasonable attorney’s fees incurred in connection with the negotiation of his employment agreement, capped at $20,000. If he voluntarily resigns from our company or is terminated for cause between April 19, 2023 and April 17, 2025, Mr. Hussain will be required to reimburse us for half of his relocation expenses.
Ms. Lorenzo’s employment agreement also provides for relocation and expatriate benefits, a housing allowance of $4,000 per month for three years, tuition support of $16,000 initially and an additional $18,000 per year per child for up to three years, and reimbursement of reasonable attorney’s fees incurred in connection with the negotiation of her employment agreement, capped at $20,000. If she voluntarily resigns from our company or is terminated for cause between July 17, 2022 and July 15, 2024, Ms. Lorenzo will be required to reimburse us for half of her relocation expenses.
If an Officer’s employment is terminated as a result of death, the Officer’s heirs will be entitled to receive: (i) Mr. Nair’s accrued but unpaid base salary through the date of termination; (ii) any accrued vested benefits under Liberty LA’s employee welfare andtax-qualified retirement plans, in accordance with the terms of those plans; and (iii) reimbursement of any business expenses. In addition, (A) Mr. Nair’s heirs will be entitled toreceive (1) an amount equal to a pro rata portion of the annual bonus Mr. Nairhe or she would have received for the calendar year of his 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 ourthe compensation committee and shall be paid at the same time that such bonuses are paid to active executivesexecutive officers as if Mr. Nair’shis or her employment had not terminated until such date. Indate and (2) cash severance equal to one times his or her annual base salary in a single lump sum on the case60th day following the date of Mr. Nair’s terminationtermination.
If the company terminates the employment of employmentan 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 Employment Agreement)Officer’s respective employment agreement), in addition to the forgoing benefitsprorated annual bonus described in the foregoing paragraph, (1) if the Officer is U.S.-based, the Officer and payments, (1) Mr. Nair and his or her family will continue to receive coverage under Liberty LA’sthe company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums paid or reimbursed by Liberty LAno higher than those applicable to active senior executive employees of the company for a period ending on the earlier of up to(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) Mr. Nairthe executive will be entitled to cash severance equal to twoone times histhe annual base salary in substantially equal installment payments over the12-month period commencing on the 60th day following the date of termination in accordance with Liberty LA’s normal payroll practices during such period;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
Mr. Nairhe or she receives pursuant to any employee benefit plans maintained by
Liberty LA at the
timecompany during the period of
disability.such installment payments.
If Mr. Nair’s employment is involuntarily terminated by Liberty LA without cause (as defined in the Employment Agreement), or if Mr. Nair voluntarily terminates his employment for good reason (as defined in the Employment Agreement), Mr. Nair will be entitled to receive the same benefits described above for disability, except that the vesting period for any equity based awards will continue to vest until 12 months after the date of termination as if Mr. Nair’s employment had not terminated until such date, and the severance payment of two times his annual base salary will not be subject to any reduction for disability payments.
If Mr. Nairan Officer is terminated for cause (as defined in the Employment Agreement)Officer’s respective employment agreement) or if he or she resigns (otherother than for good reason (as defined in the Employment Agreement)his respective employment agreement), Mr. Nairhe or she will not be entitled to any severance or other amountsbenefits under the Employment Agreement.
employment agreement.
Pursuant to
their respective employment agreements, the
Employment Agreement, Mr. Nair isOfficers are subject to customary restrictive covenants, including those relating to
non-solicitation, noninterference,
non-competition and confidentiality, during the term of the
Employment Agreementemployment agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.
Mr. Nair has
Under their respective employment agreements, the Officers have each agreed to waive any rights
he would have under any agreement to a
gross-up for any taxes associated with a parachute payment.
Our policy for the personal use of our aircraft by members of our
board,Board, our CEO,
other executive officers, including our NEOs, and
such othercertain senior officers
as may be approved by our CEO 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
his employment agreement,the 2022 Nair Agreement, Mr. Nair is allowed
50100 annual flight hours for personal use of our aircraft.
This arrangement is in lieuIf Mr. Nair’s personal use of
and not in addition to his rights under our aircraft
policy.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.
Effective December 29, 2017, our Board adopted the Employee Incentive Plan, the Liberty Latin America 2018 Nonemployee Director Incentive Plan (the Director Plan) and the Liberty Latin America Transitional Share Conversion Plan (theTransition Plan). We may generally grantnon-qualified share options, SARs, restricted shares, restricted share units (RSUs,), cash awards, performance awards or any combination of the foregoing under either the Employee Incentive Plan or the Nonemployee Director Incentive Plan. Common shares issuable pursuant to awards made under the Employee Incentive Plan or the Nonemployee Director Incentive 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 Employee Incentive Plan
and the Nonemployee Director Incentive Plan is 2575 million (of 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. While
Prior to 2020, awards
of SARs were approved in late 2017 and not granted until January 2, 2018, as of December 31, 2017, no awards were outstanding under the Employee Incentive Plan or the Nonemployee Director Incentive Plan.Awards (other than performance-based awards) under the Employee 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. PSUsStarting in 2020, our awards (other than performance-based awards) under the Employee Incentive Plan are expected to be subject to a two year performance period andgenerally vest subject to continued employment through April 1 and October 133.34% on the twelve month anniversary of the year followinggrant date and 33.33% yearly thereafter. SARs granted prior to 2021 expire
seven years after the
end ofgrant date, and beginning in 2021, new SAR awards expire ten years after the
performance period.grant date. Awards of RSUs under the
Nonemployee Director
Incentive 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.
In connection with the
Split-Off, awards with respect to LiLAC Shares were automatically cancelled and replaced with awards with respect to our common shares. The Transition Plan was adopted
in order to provide for these replacement grants. The maximum number of common shares of Liberty Latin America with respect to which awards may be issued under the Transition Plan is 10,116,012. Replacement awards under the Transition Plan are of the same class and number as, and remain subject, to all the terms and conditions of, the corresponding award of LiLAC Shares.
Due to the automatic replacement of awards, asAs of December 31,
2017,2022, awards with respect to
10,116,0121,710,989 common shares were
issued and outstanding under the Transition Plan.
The Employee Incentive Plan and the Nonemployee Director Incentive Plan prohibit our compensation committee or Board, without prior shareholder approval, from repricing outstanding options or SARs. In addition, it
It is our policy that, except for anti-dilution adjustments provided by the Employee Incentive Plan and the Nonemployee Director Incentive Plan in connection with corporate transactions, the exercise or base price of common shares for any outstanding option or SAR granted under the Employee Incentive Plan and the Nonemployee Director Incentive Plan will not be decreased after the date of grant nor will an outstanding option or SAR granted under the Employee Incentive Plan or the Nonemployee Director Incentive 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.
Outstanding Equity Awards at FiscalYear-End
While none of our NEOs held equity awards with respect to our common shares granted from our Employee Incentive Plan at year end 2017, our NEOs held awards of LiLAC Shares which were cancelled and replaced, on aone-for-one basis, as of theSplit-Off. In addition, our Board approved an award of SARs in late 2017 that was granted on January 2, 2018. The table below sets forth certain information concerning cancelled and replaced LiLAC Share awards and the grant of SARs effective on January 2, 2018 (which includes the CEO SAR Award).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | Stock Awards | |
Name | | 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
($) | | | Equity
Incentive
Plan
Awards;
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#) | | | Equity
Incentive
Plan
Awards;
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) | |
Balan Nair | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | | | | | — | | | | | | | | | | | | | | | | | | | | 10,589 | (6) | | | 228,511 | |
| | | 2,106 | | | | — | | | | 20.03 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 5,257 | | | | — | | | | 22.25 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 1,995 | | | | — | | | | 21.53 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 4,978 | | | | — | | | | 23.91 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 1,880 | | | | — | | | | 31.91 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 4,692 | | | | — | | | | 35.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 8,531 | | | | — | | | | 30.02 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 21,296 | | | | — | | | | 33.35 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 2,940 | | | | 420 | (1) | | | 35.06 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 7,340 | | | | 1,049 | (1) | | | 38.94 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 1,641 | | | | 986 | (2) | | | 45.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 4,083 | | | | 2,451 | (2) | | | 50.55 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 2,832 | | | | 4,720 | (3) | | | 39.48 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 1,134 | | | | 1,892 | (3) | | | 37.53 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 890 | | | | 6,230 | (4) | | | 21.43 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 200,000 | (5) | | | 21.58 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
LILAK | | | | | | | — | | | | | | | | | | | | | | | | | | | | 21,179 | (6) | | | 453,019 | |
| | | 2,097 | | | | — | | | | 20.93 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 4,194 | | | | — | | | | 20.09 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 5,234 | | | | — | | | | 22.88 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 10,468 | | | | — | | | | 21.96 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 1,986 | | | | — | | | | 22.51 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 3,972 | | | | — | | | | 21.81 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 4,956 | | | | — | | | | 24.60 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 9,913 | | | | — | | | | 23.84 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 1,872 | | | | — | | | | 33.35 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 3,744 | | | | — | | | | 31.14 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 4,670 | | | | — | | | | 36.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 9,343 | | | | — | | | | 34.03 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 8,492 | | | | — | | | | 31.37 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 16,985 | | | | — | | | | 29.66 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 21,205 | | | | — | | | | 34.29 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 42,390 | | | | — | | | | 32.42 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 5,853 | | | | 837 | (1) | | | 35.37 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 14,607 | | | | 2,087 | (1) | | | 38.65 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 3,349 | | | | 2,010 | (2) | | | 46.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 8,234 | | | | 4,942 | (2) | | | 50.84 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 2,296 | | | | 3,783 | (3) | | | 40.61 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 5,664 | | | | 9,442 | (3) | | | 39.71 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 1,780 | | | | 12,460 | (4) | | | 21.84 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 400,000 | (5) | | | 21.39 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | Stock Awards | |
Name | | 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
($) | |
| | | | | | | | |
Christopher Noyes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | | | | | — | | | | | | | | | | | | | | | | | | | | 1,323 | (6) | | | 28,550 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 2,031 | (8) | | | 43,829 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 8,372 | (9) | | | 180,668 | |
| | | 570 | | | | — | | | | 21.53 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 1,423 | | | | — | | | | 23.91 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 536 | | | | — | | | | 31.91 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 1,339 | | | | — | | | | 35.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 787 | | | | — | | | | 30.02 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,965 | | | | — | | | | 33.35 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 588 | | | | 84 | (1) | | | 35.06 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 1,467 | | | | 210 | (1) | | | 38.94 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 328 | | | | 197 | (2) | | | 45.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 816 | | | | 490 | (2) | | | 50.55 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 1,339 | | | | 1,042 | (7) | | | 42.76 | | | | 8/1/2022 | | | | | | | | | | | | | | | | | |
| | | 353 | | | | 590 | (3) | | | 39.48 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 141 | | | | 237 | (3) | | | 37.53 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 3,613 | | | | 7,949 | (8) | | | 34.85 | | | | 8/1/2023 | | | | | | | | | | | | | | | | | |
| | | 1,646 | | | | 11,524 | (4) | | | 21.43 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 11,854 | (5) | | | 21.58 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
LILAK | | | | | | | — | | | | | | | | | | | | | | | | | | | | 2,646 | (6) | | | 56,598 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 4,062 | (8) | | | 86,886 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 16,744 | (9) | | | 358,154 | |
| | | 567 | | | | — | | | | 22.51 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 1,135 | | | | — | | | | 21.81 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 1,416 | | | | — | | | | 24.60 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 2,834 | | | | — | | | | 23.84 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 534 | | | | — | | | | 33.35 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 1,069 | | | | — | | | | 31.14 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 1,333 | | | | — | | | | 36.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 2,667 | | | | — | | | | 34.03 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 783 | | | | — | | | | 31.37 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,567 | | | | — | | | | 29.66 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,957 | | | | — | | | | 34.29 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 3,912 | | | | — | | | | 32.42 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,170 | | | | 168 | (1) | | | 35.37 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 2,920 | | | | 418 | (1) | | | 38.65 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 669 | | | | 402 | (2) | | | 46.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 1,646 | | | | 988 | (2) | | | 50.84 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 2,678 | | | | 2,084 | (7) | | | 42.55 | | | | 8/1/2022 | | | | | | | | | | | | | | | | | |
| | | 283 | | | | 473 | (3) | | | 40.61 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 708 | | | | 1,180 | (3) | | | 39.71 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 7,226 | | | | 15,898 | (8) | | | 35.24 | | | | 8/1/2023 | | | | | | | | | | | | | | | | | |
| | | 3,292 | | | | 23,048 | (4) | | | 21.84 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 23,708 | (5) | | | 21.39 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | Stock Awards | |
Name | | 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
($) | | | Equity
Incentive
Plan
Awards;
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#) | | | Equity
Incentive
Plan
Awards;
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) | |
| | | | | | | | |
Michael T. Fries | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | | | | | — | | | | | | | | | | | | | | | | | | | | 39,709 | (6) | | | 856,920 | |
| | | 2,408 | | | | — | | | | 20.03 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 6,009 | | | | — | | | | 22.25 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 2,280 | | | | — | | | | 21.53 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 5,689 | | | | — | | | | 23.91 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 2,149 | | | | — | | | | 31.91 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 5,363 | | | | — | | | | 35.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 48,562 | | | | — | | | | 30.02 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 121,223 | | | | — | | | | 33.35 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 8,821 | | | | 1,261 | (1) | | | 35.06 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 22,024 | | | | 3,147 | (1) | | | 38.94 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 4,926 | | | | 2,956 | (2) | | | 45.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 12,251 | | | | 7,352 | (2) | | | 50.55 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 9,913 | | | | 16,523 | (3) | | | 39.48 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 3,972 | | | | 6,622 | (3) | | | 37.53 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 3,560 | | | | 24,920 | (4) | | | 21.43 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 166,667 | (5) | | | 21.58 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
LILAK | | | | | | | — | | | | | | | | | | | | | | | | | | | | 79,418 | (6) | | | 1,698,751 | |
| | | 2,397 | | | | — | | | | 20.93 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 4,795 | | | | — | | | | 20.09 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 5,984 | | | | — | | | | 22.88 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 11,967 | | | | — | | | | 21.96 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 2,270 | | | | — | | | | 22.51 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 4,540 | | | | — | | | | 21.81 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 5,664 | | | | — | | | | 24.60 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 11,330 | | | | — | | | | 23.84 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 2,140 | | | | — | | | | 33.35 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 4,279 | | | | — | | | | 31.14 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 5,338 | | | | — | | | | 36.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 10,679 | | | | — | | | | 34.03 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 48,343 | | | | — | | | | 31.37 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 96,687 | | | | — | | | | 29.66 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 120,710 | | | | — | | | | 34.29 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 241,301 | | | | — | | | | 32.42 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 17,563 | | | | 2,509 | (1) | | | 35.37 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 43,826 | | | | 6,262 | (1) | | | 38.65 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 10,048 | | | | 6,030 | (2) | | | 46.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 24,704 | | | | 14,823 | (2) | | | 50.84 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 7,945 | | | | 13,243 | (3) | | | 40.61 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 19,826 | | | | 33,046 | (3) | | | 39.71 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 7,120 | | | | 49,840 | (4) | | | 21.84 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 333,333 | (5) | | | 21.39 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | Stock Awards | |
Name | | 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
($) | |
Betzalel Kenigsztein | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | | | | | — | | | | | | | | | | | | | | | | | | | | 1,587 | (6) | | | 34,247 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 2,438 | (8) | | | 52,612 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 10,046 | (9) | | | 216,793 | |
| | | 41 | | | | — | | | | 20.03 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 102 | | | | — | | | | 22.25 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 117 | | | | — | | | | 21.53 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 293 | | | | — | | | | 23.91 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 295 | | | | — | | | | 31.91 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 738 | | | | — | | | | 35.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 393 | | | | — | | | | 30.02 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 982 | | | | — | | | | 33.35 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 588 | | | | 84 | (1) | | | 35.06 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 1,467 | | | | 210 | (1) | | | 38.94 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 328 | | | | 197 | (2) | | | 45.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 816 | | | | 490 | (2) | | | 50.55 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 1,339 | | | | 1,042 | (7) | | | 42.76 | | | | 8/1/2022 | | | | | | | | | | | | | | | | | |
| | | 424 | | | | 708 | (3) | | | 39.48 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 170 | | | | 284 | (3) | | | 37.53 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 4,335 | | | | 9,538 | (8) | | | 34.85 | | | | 8/1/2023 | | | | | | | | | | | | | | | | | |
| | | 1,975 | | | | 13,831 | (4) | | | 21.43 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 11,854 | (5) | | | 21.58 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
LILAK | | | | | | | — | | | | | | | | | | | | | | | | | | | | 3,175 | (6) | | | 67,913 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 4,876 | (8) | | | 104,298 | |
| | | | | | | — | | | | | | | | | | | | | | | | | | | | 20,092 | (9) | | | 429,768 | |
| | | 41 | | | | — | | | | 20.93 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 82 | | | | — | | | | 20.09 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 102 | | | | — | | | | 22.88 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 205 | | | | — | | | | 21.96 | | | | 5/1/2018 | | | | | | | | | | | | | | | | | |
| | | 311 | | | | — | | | | 22.51 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 233 | | | | — | | | | 21.81 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 778 | | | | — | | | | 24.60 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 583 | | | | — | | | | 23.84 | | | | 5/1/2019 | | | | | | | | | | | | | | | | | |
| | | 294 | | | | — | | | | 33.35 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 588 | | | | — | | | | 31.14 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 734 | | | | — | | | | 36.44 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 1,469 | | | | — | | | | 34.03 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 391 | | | | — | | | | 31.37 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 783 | | | | — | | | | 29.66 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 978 | | | | — | | | | 34.29 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,956 | | | | — | | | | 32.42 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,170 | | | | 168 | (1) | | | 35.37 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 2,920 | | | | 418 | (1) | | | 38.65 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 669 | | | | 402 | (2) | | | 46.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 1,646 | | | | 988 | (2) | | | 50.84 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 2,678 | | | | 2,084 | (7) | | | 42.55 | | | | 8/1/2022 | | | | | | | | | | | | | | | | | |
| | | 340 | | | | 568 | (3) | | | 40.61 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 849 | | | | 1,417 | (3) | | | 39.71 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 8,670 | | | | 19,076 | (8) | | | 35.24 | | | | 8/1/2023 | | | | | | | | | | | | | | | | | |
| | | 3,951 | | | | 27,661 | (4) | | | 21.84 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 23,708 | (5) | | | 21.39 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | Stock Awards | |
Name | | 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
($) | | | Equity
Incentive
Plan
Awards;
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#) | | | Equity
Incentive
Plan
Awards;
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) | |
| | | | | | | | |
John Winter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LILA | | | | | | | — | | | | | | | | | | | | | | | | | | | | 1,587 | (6) | | | 34,247 | |
| | | 393 | | | | — | | | | 35.01 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 982 | | | | — | | | | 38.88 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 203 | | | | — | | | | 34.88 | | | | 8/1/2020 | | | | | | | | | | | | | | | | | |
| | | 507 | | | | — | | | | 38.74 | | | | 8/1/2020 | | | | | | | | | | | | | | | | | |
| | | 378 | | | | 63 | (1) | | | 35.06 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 943 | | | | 158 | (1) | | | 38.94 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 246 | | | | 148 | (2) | | | 45.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 612 | | | | 368 | (2) | | | 50.55 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 424 | | | | 708 | (3) | | | 39.48 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 170 | | | | 284 | (3) | | | 37.53 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 133 | | | | 935 | (4) | | | 21.43 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 11,854 | (5) | | | 21.58 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
LILAK | | | | | | | — | | | | | | | | | | | | | | | | | | | | 3,175 | (6) | | | 67,913 | |
| | | 202 | | | | — | | | | 36.46 | | | | 8/1/2020 | | | | | | | | | | | | | | | | | |
| | | 505 | | | | — | | | | 39.85 | | | | 8/1/2020 | | | | | | | | | | | | | | | | | |
| | | 588 | | | | — | | | | 34.65 | | | | 8/1/2020 | | | | | | | | | | | | | | | | | |
| | | 1,468 | | | | — | | | | 37.86 | | | | 5/1/2020 | | | | | | | | | | | | | | | | | |
| | | 392 | | | | — | | | | 36.60 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 784 | | | | — | | | | 34.76 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 978 | | | | — | | | | 39.99 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 1,956 | | | | — | | | | 37.98 | | | | 6/24/2020 | | | | | | | | | | | | | | | | | |
| | | 877 | | | | 126 | (1) | | | 35.37 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 2,190 | | | | 314 | (1) | | | 38.65 | | | | 5/1/2021 | | | | | | | | | | | | | | | | | |
| | | 501 | | | | 302 | (2) | | | 46.52 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 1,234 | | | | 742 | (2) | | | 50.84 | | | | 5/1/2022 | | | | | | | | | | | | | | | | | |
| | | 340 | | | | 568 | (3) | | | 40.61 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 849 | | | | 1,417 | (3) | | | 39.71 | | | | 5/1/2023 | | | | | | | | | | | | | | | | | |
| | | 267 | | | | 1,869 | (4) | | | 21.84 | | | | 5/1/2024 | | | | | | | | | | | | | | | | | |
| | | — | | | | 23,708 | (5) | | | 21.39 | | | | 1/2/2025 | | | | | | | | | | | | | | | | | |
(1) | Vests in 2 equal remaining quarterly installments from February 1, 2018 to May 1, 2018. |
(2) | Vests in 6 equal remaining quarterly installments from February 1, 2018 to May 1, 2019. |
(3) | Vests in 10 equal remaining quarterly installments from February 1, 2018 to May 1, 2020. |
(4) | Vests in 14 equal remaining quarterly installments from February 1, 2018 to May 1, 2021. |
(5) | Vests in 3 equal remaining annual installments on each of March 15, 2019, March 15, 2020 and March 15, 2021. |
(6) | Represents the target number of LILA and LILAK shares underlying 2016 PSUs that may be earned by each of our NEOs. If earned, the 2016 PSUs will vest in two equal installments on April 1, 2019 and October 1, 2019, respectively. |
(7) | Vests in 7 equal remaining quarterly installments from February 1, 2018 to August 1, 2019. |
(8) | Vests in 11 equal remaining quarterly installments from February 1, 2018 to August 1, 2020. |
(9) | Represents the target number of LILA and LILAK shares underlying 2017 PSUs that may be earned by Messrs. Noyes and Kenigsztein. If earned, the 2017 PSUs will vest in two equal installments on April 1, 2019 and October 1, 2019, respectively. |
Option Exercises and Shares Vested
Prior to theSplit-Off, none of our NEOs held any equity awards with respect to our common shares. Accordingly, our NEOs did not exercise any SARs, nor did they vest in any restricted shares or RSUs during 2017.
Nonqualified Deferred Compensation Plan
The Deferred Compensation Plan was approved by ourthe compensation committee in March 2018 and will becomebecame effective on May 1, 2018. Officers of Liberty LA, which include our NEOs, who arewere also U.S. taxpayers in 2022, may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any
portion of his or her (1) annual cash 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.
Cash compensation
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,
ourthe 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.set, and in fact, reduced the interest rate to 8.0% per year, compounded daily, for compensation deferred in 2022 and 2023. 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
ourthe compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain
change-in-control 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.
Our NEOs each awho are U.S. taxpayer, aretaxpayers were eligible to participate under the Deferred Compensation Plan during 2022. Messrs. Nair, Noyes and Winter, each a U.S. taxpayer as of December 31, 2022, 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 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Company
Plan | | Executive contributions in 2022 ($)(1) | | Registrant contributions in 2022 ($) | | Aggregate earnings in 2022 ($)(1) | | Aggregate withdrawals/ distributions ($) | | Aggregate balance at 12/31/22 ($)(1) |
| Balan Nair | | LLA | | 2,707,100 | | — | | 286,699 | | 4,016,478 | | 3,930,211 |
| | LG(2) | | — | | — | | 182,682 | | 4,190,350 | | — |
| Christopher Noyes | | LLA | | 730,600 | | — | | 56,436 | | 552,456 | | 779,799 |
| | LG | | — | | — | | — | | — | | — |
| John Winter | | LLA | | 562,000 | | — | | 75,220 | | 361,593 | | 984,411 |
| | LG(2) | | — | | — | | 6,024 | | — | | 73,936 |
(1)These totals include amounts deferred by such executive in fiscal year 2022 and the following above-market earnings that were credited to the named executive officer’s deferred compensation account during 2022:
| | | | | | | | | | | | | | |
| Name | | Company Plan | | 2022 Above-market Earnings ($) |
| Balan Nair | | LLA | | 80,042 |
| | LG | | 51,151 |
| Christopher Noyes | | LLA | | 15,802 |
| | LG | | — |
| John Winter | | LLA | | 21,061 |
| | LG | | 1,687 |
(2) Prior to the Split-Off, Messrs. Nair and Winter were permitted to defer a portion of annual base salary and annual cash bonus under the LG Deferred Compensation Plan. Although such amounts relate to compensation while they were employed by Liberty Global prior to the Split-Off, we reimburse Liberty Global for the interest income that accrues on Messrs. Nair and Winter’s accounts under the LG Deferred Compensation Plan,
which was
not effective ininitially set at 9% per year, compounded daily, for amounts deferred by Mr. Nair before 2017 and
none of our NEOs hadat 8.5% per year, compounded daily, for amounts deferred
compensation under the Deferred Compensation Plan at year endby Messrs. Nair and 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
29, 2017.31, 2022. 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
29, 2017.31, 2022. 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 our common shares did not begin trading until January 2, 2018, the amounts in the tables for unvested SARs that vest on an accelerated basis or continue to vest are based on the spread between the base price of each NEO’s SARs was more than the award and the applicable closing market price on January 2, 2018 of LILA and LILAK shares. In addition, restricted shares, oras applicable, on December 31, 2022, these SARs have been excluded from the tables below. RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on January 2, 2018
December 30, 2022 (the last trading day of LILA or LILAK shares because our common shares did not begin trading until January 2, 2018.2022). On January 2, 2018,December 30, 2022, the closing market price for LILA, LILAB and LILAK shares was as follows:
•LILA shares $21.58shares: $7.53
•LILAB shares: $6.75
•LILAK shares $21.39shares: $7.60
