attract•Attract and retain the best leaders for our business; and
align•Align executives’ interests to create shareholder value.
During 2023, we executed on a number of operational priorities, which are discussed below in —Compensation Structure—PayDiscussion and Analysis. Our Board credits the leadership of Mr. Nair for PerformanceWe believe that our executive compensation program plays a key role in our operating and financial success. As discussed above, because our executive officers did not become officers of us until theSplit-Off, compensation information is not available for prior periods. After theSplit-Off, ourthese achievements.
Compensation Structure
The compensation committee and Board
will review and approve compensation decisions affecting our NEOs and directors. We place great importance on our ability to attract, retain and motivate talented executives who can continue to grow our business.
In late 2017, the compensation committee of Liberty Global’s board of directors, and our board at the time, which was comprised of Mr. Winter and two executive officers of Liberty Global, approved equity awards to Mr. Nair in accordance with his employment agreement and to each of our other NEOs. The ultimate value of these awards is based on appreciation of our share price and reflect the direct link between financial and operational success and compensation under our executive compensation program. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s proven performance, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation program to strengthen the link between executive and shareholder interests.
Compensation Discussion and Analysis
Overview of Compensation Process
The compensation committee of our Board was established for the purposes of assisting our Board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. In furtherance of its purposes,
ourthe compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of
ourthe compensation committee reports to our Board on annual compensation decisions and on the administration of existing programs and development of new programs.
In addition, meetings of the compensation committee can be attended by any director, including directors who are not committee members. The members of
ourthe compensation committee are “independent directors” (as defined under the Nasdaq rules) and
“non-employee “non-employee directors” (as defined in Rule
16b-3 of the SEC’s rules under the Exchange Act).
Compensation decisions with respect to our executive officers, including our NEOs, are made by
ourthe compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of senior management in a variety of ways, including reviewing and recommending annual salaries, annual performance goals and the level of target and/or maximum performance awards for his executive team and evaluating their performance. With the assistance of our
Human ResourcesPeople and Legal Departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee data and legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management.
In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee’s own evaluation of company and NEO performance. However, the compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers, and the committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to
provide comparative data. The
Our shareholders voted, on an advisory basis, on the compensation of our NEOs is being presented(other than Mr. Hussain and Ms. Lorenzo) at our 2021 annual general meeting of shareholders, and we received the approval of a majority of the aggregate votes cast on that proposal. No material changes were made to our executive compensation program as a result of this vote. At our 2018 annual general meeting of shareholders, shareholders elected to hold a say-on-pay vote every three years and our board of directors adopted this as the frequency at which future say-on-pay votes would be held. At our 2024 AGM, we are submitting for shareholder consideration (i) a proposal to approve, on an advisory basis, our executive compensation and (ii) a separate resolution for an advisory vote as to whether a shareholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. See “Proposal 3—The Say-On-Pay Proposal” and “Proposal 4—The Say-On-Frequency Proposal” above.
In early 2023, the compensation committee approved our NEOs’ 2023 compensation, including their target achievable annual cash performance awards, target annual equity awards for 2023, consisting of RSUs and SARs, and the financial and operational targets for earning the annual cash performance awards. The NEOs’ 2023 base salaries were the same as their 2022 base salaries. The 2023 target achievable annual cash performance and target annual equity awards for our shareholders at this AGM.On November 1, 2017, weNEOs (other than Mr. Nair) were identical to the 2022 targets. Mr. Nair’s target annual cash performance award increased from $4.0 million in 2022 to $4.25 million in 2023 and his target annual equity award increased from $7.0 million in 2022 to $7.25 million in 2023, in each case, pursuant to his employment agreement with our company. Our NEOs’ 2023 compensation is discussed in —
Elements of Our Compensation Package below.
We and our subsidiary, LiLAC Communications Inc. (Liberty LA), have also entered into a multi-year employment agreementagreements with Mr.Messrs. Nair, to serve as our PresidentNoyes, Hussain, and CEO,Winter and Ms. Lorenzo, the terms of which are described below under “—Employment and Other Agreements.” We believe that it is in our company’s best interest to have an employment agreement with Mr. Nair to serve as our CEO and with each of our other NEOs in order to promote stability in management, secure histheir services for the long term and implement appropriate restrictive covenants.
Compensation Philosophy and Goals
The compensation committee has three primary objectives with respect to executive
compensation—compensation: motivation, retention and long-term value creation for our shareholders.
•Motivate our executives to maximize their contributions
•Establish a mix of financial and operational performance objectives based on our annual budgetsbudget and our medium-term outlook to balance short- and long-term goals and risks
•Establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability
•Pay for performance that meets or exceeds the established objectives
•Attract and retain superior employees
•Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent
•Include vesting requirements and forfeiture provisions in our multi-year equity awards including a service period during which earned performance awards are subject to forfeiture
•Align executives’ interest with shareholders
•Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives for a portion of awarded compensation
•Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders
Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance.
In 2017 and prior to theSplit-Off, we did not make compensation decisions for the individuals who became our NEOs. Our compensation committee will make compensation decisions for the NEOs in 2018. A high percentage of the NEOs’ total compensation
in 2018 is
expected to be performance-based,aligned with
a significant portion of total compensationshareholder interests and delivered in the form of multi-year performance-based equity incentive
awards.awards, a significant portion of which are further based on company or individual performance.
In approving the level of each compensation element for our executive officers, the compensation committee
will considerconsiders a number of factors, including:
•the responsibilities assumed by the individual executive and the significance of the individual’s role to achievement of our financial, strategic and operational objectives;
•the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
•the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;
•from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
•retention risks at specific points in time with respect to individual executives.
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.
(now known as Warner Bros. Discovery, Inc.) | VEON Ltd. |
| DISH Network Corporation | Vonage Holdings Corp. (delisted in July 2022) |
| IDT Corporation | WideOpenWest, Inc. |
Frontier Communications CorporationLiberty Global plc
(now known as Liberty Global Ltd.) | | 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 2023.
Our CEO’s performance goals for 2023 focused on five key areas: network and products; commercial and customer experience; integrations and transformation; finance and strategy; culture and governance. In determining Mr. Nair's compensation for 2023, 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 | •Enabled 1 Gigabits per second (Gbps) or above speeds to 82% of our network.
•Built or upgraded approximately 349,000 homes passed in 2023.
•Migrated 4,000 more customers from copper to our fiber or DOCSIS 3.1 networks than our goal for 2023. |
| Commercial and Customer Experience | •Digital fixed sales exceeded our budgeted sales by 2%, achieving 18% digital sales overall, with two markets exceeding 20%. This represented 45% growth versus 2022.
•Achieved our targeted churn rate with respect to broadband and post-paid mobile subscribers. |
| Finance and Strategy | •Grew revenue and operating free cash flow (OFCF), as discussed in —Annual Performance Awards—Design of 2023 Annual Bonus Program and 2023 Performance below.
•our reportable segment, Liberty Networks, grew recurring revenue by 8% in 2023.
•Issued Liberty Costa Rica’s sustainability-linked bonds in January 2023, which was the largest sustainability-linked bond in the digital economy sector in Costa Rica at the time.
•Reached an agreement with Phoenix Tower International to monetize approximately 1,300 mobile tower sites, which was completed across most of our market as of December 31, 2023.
•Announced an asset purchase agreement and a license purchase agreement with Dish Network to acquire Dish Network spectrum assets in Puerto Rico and the U.S. Virgin Islands and prepaid mobile subscribers in those markets. |
| | | | | |
| Focus Area | Performance |
| Integrations and Transformation | •Integrations are progressing and on-track at our subsidiaries, CWP and Liberty Costa Rica.
•New mobile core network and IT stack were made operational at Liberty Puerto Rico.
•Over 75% of prepaid and post-paid mobile customer accounts were migrated from AT&T’s IT stack to Liberty Puerto Rico’s. |
| Culture and Governance | •Attained over 97% completion rate for our new data privacy training program.
•Continued engagement with key stakeholders throughout the year across the regions in which we operate. |
In 2023, 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, LGBTQIA+ inclusion, and issues of race and ethnicity. Since 2019, we have annually celebrated International Women’s Day and Pride Month, implemented a company-wide Gender-based Violence Policy, launched two employee resource groups (Pride and ELLAS) and continue to incorporate inclusive practices. 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 2023 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 2023 performance goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the Board and events planned for the directors, which assists 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 2023 goals related to financial reporting and planning, balance sheet and liquidity management, tax compliance and optimization, and oversight of investor relations and insurance activities. During 2023, Mr. Noyes and his team were responsible for improvements in our balance sheet and liquidity position including the issuance of Liberty Costa Rica’s sustainability-linked bonds in January 2023, in our Sarbanes-Oxley compliance, and in our adjusted free cash flow before distributions to noncontrolling interest owners.
•Mr. Hussain’s 2023 goals related to upgrading our networks to enable speeds of 1 Gbps or above, progressing shutdown of our copper networks in Cable & Wireless and CWP, and completing the integration at Liberty Puerto Rico. During 2023, Mr. Hussain’s team was responsible for over-performing on enabling 1 Gbps or above speeds to 82% of our network, progressing on customer migrations from copper networks to our fiber or DOCSIS 3.1 networks and operationalizing Liberty Puerto Rico’s new mobile core and IT stack.
•Ms. Lorenzo’s 2023 goals as Chief Customer Officer related to our customers’ life-time value and experience, digital, customer experience and operations, interconnect, roaming and transformation and programming. During 2023, Ms. Lorenzo’s teams grew digital fixed sales by 45%, reduced our content costs of goods sold, increased roaming revenues and improved customer churn across our 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 2023, Mr. Winter managed with our strategy team the successful negotiation of an agreement with Phoenix Tower International to monetize approximately 1,300 mobile tower sites, which was completed across most of our market as of December 31, 2023, and the successful negotiation of an asset purchase agreement and a license purchase agreement with Dish Network to acquire Dish Network spectrum assets in Puerto Rico and the U.S. Virgin Islands and prepaid mobile subscribers in those markets.
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.
20172023 Base Salaries. The base salary levels of our executive officers in 2017 was set by Liberty Global.
2018 Base Salaries. For 2018,2023, 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 issalaries are set in histheir respective employment agreement,agreements, the terms of which are described below under “EmploymentEmployment and Other Agreements.” We do not pay a base salary to Mr. Fries.
Agreements.
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. The compensation committee will determine whether our financial performance for
the prior fiscal year has satisfied the base performance objective set by the compensation committee, which will be a precondition to the payment of any
award to our NEOs, and will determine the percentage of the financial performance metric(s) that has been achieved.recognition award. 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.
Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company, including our NEOs, are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. The compensation committee
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 certain members of senior management to elect to receive up to 100%50% of their 2023 annual performance awards in our LILA and LILAK shares in lieu of cash. A participant who elects to receivereceives 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.
Design of 2023 Annual Bonus Program and 2023 Performance. The option to receive2023 Annual Bonus Program was adopted and hold shares will commence withapproved in March 2023. In approving the 20182023 annual performance awardbonus program which(the 2023 Annual Bonus Program), the compensation committee considered the following key elements:
•the achievement of budgeted revenue growth and operating free cash flow (OFCF) growth; and
•governance objectives focused on compliance and improvements in our internal control framework.
The total bonus payout based on the above performance metrics is
described below.2017 Annual Bonuses. Our NEOs were employed by Liberty Globalthe sum of the percentages derived from the achievement in 2023 of such metrics, with a maximum payout of 150% for over-performance for each of revenue and OFCF. If less than 25% performance is achieved for the revenue or OFCF goals, then no payout would be earned for that particular metric. The maximum payout with respect to Messrs. Kenigszteinover-performance for improvements in our internal control framework and Noyes, Liberty LA, prior tofor theSplit-Off. Our NEOs compliance component of our governance objectives was capped at 110%.
The metrics are weighted as: (i) revenue, weighted 25%; (ii) OFCF, weighted 60% (increased from 45% in 2022); and (iii) governance objectives, weighted 15% (increased from 10% in 2022). We increased the weighting for our OFCF metric and governance objectives metric in light of our 2022 results, our ongoing need for improvements in our internal control framework and heightened shareholder expectations for 2023.
The 2023 target achievable performance award was $4.25 million for our CEO, representing a $250,000 increase as provided by Mr. Nair’s employment agreement with our company, which was renewed in July 2022 (the 2022 Nair Agreement), and $1.0 million for each of the other than Messrs. Kenigsztein and Noyes were entitled to a 2017NEOs. Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 2023 annual bonus opportunity thatto up to 130% of the annual bonus result.
Growth was determined by Liberty Global.comparing 2022 actual results, as adjusted for an acquisition, a disposition, removal of a specialized transit business unit and foreign currency exchange rates, for the applicable metric to the amount budgeted for that metric in the 2023 audited consolidated financial statements as approved by our Board. The 2017 annual bonus opportunitypayout schedule for Messrs. Kenigszteineach financial metric is based on the percentage achievement against the target set at the March 2023 compensation committee meeting, as adjusted for events during the performance period that affect comparability, such as acquisitions, a disposition, natural disasters, the impact of unforeseen changes in laws and Noyesregulations and changes in foreign currency exchange rates and accounting principles or policies.
The governance objectives consisted of: (i) maintenance and continued improvement of our business process controls, weighted 6%, (ii) significant improvement in our General IT controls (GITCs), weighted 6%, and (iii) completion of our 2023 data privacy training, weighted 3%. The business controls component was designed with theirpre-Split-Off responsibilitiesfurther broken down into three categories: (x) material weaknesses, weighted 34%, (y) significant deficiencies, weighted 33%, and roles in mind, many of which differ from those that they assumed in their current positions with our company.(z) total deficiencies, weighted 33%. The performancebusiness process control targets established by Liberty Global were based on revenue, operating cash flowopen deficiencies as of December 31, 2023, and achievement of a target zonethe final payout percentage for each metric was calculated using interpolation. Over-performance was not applicable for the customer relationship net promotor score (rNPS)material weaknesses and significant deficiencies categories of Liberty Global’s LiLAC Group, subjectbusiness process control targets, and one or more material weaknesses would result in no bonus for that weighted portion. A 50% payout would be earned on the business controls component if there were no more than two significant deficiencies and testing of all of our business process controls resulted in no more than 16% of such controls being deficient, and 100% of this component would be earned if there were no material weaknesses or significant deficiencies in our business process controls and testing of all of our business process controls resulted in no more
than 10% of such controls being deficient. A payout of up to an APR multiplier. Because110% on the total deficiencies category of the business process controls component could be earned if testing of all of our company now consistsbusiness process controls resulted in no more than 7% of businesses thatsuch controls being deficient. Deficiency percentages were attributedcalculated as the percent of open deficiencies over the total number of controls tested. With respect to the LiLAC Group,GITC targets, 100% of this component would be earned if there were no material weaknesses for the enterprise resource planning (ERP) and major billing systems in each of our compensation committee determinedcontrol onboarding markets, and there were no IT material weaknesses for our control execution markets. A minimum payout of 25% would be earned with respect to the performance resultsGITC targets if there were no IT material weaknesses in our main ERP system. Over-performance of up to 110% on the GITC targets would be earned if there were no IT material weaknesses in our control execution markets, and payouts underthere were no IT material weaknesses or significant deficiencies for our control execution markets. Our “control 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, 2024, the 2017 annual bonus plan for Messrs. Kenigsztein and Noyes. Our compensation committee reviewed the actual revenue and OFCF for 2023 based on our 2023 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 2023 financial performance resultsand the individual NEO’s performance overall as compared to their 2023 performance goals, taking into account the payout schedules for financial and individual performance.
The following table provides further details of our 2023 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, 2024 meeting, the compensation committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the LiLAC Grouptable below.
| | | | | | | | |
| Goal | Achievement Range (in millions, other than Governance Objectives) | % of Target Bonus |
Consolidated Adjusted Revenue(1)
Actual Achievement | <$4,374 >$4,375-$4,545 $4,546 >$4,547 $4,511 | 0% 1%-24% 25% 26% - 37.5% 6.5% |
Consolidated Adjusted OFCF(1)(2)
Actual Achievement | <$872 >$873- $1,034 $1,035 >$1,036 $973 | 0% 1% - 59% 60% 61% - 90% 34.0% |
Governance Objective: Data Privacy Training
Actual Achievement | <$90% ≥90% < 95% 95% 100% 97.2% | 0% 3.0% 3.15% 3.3% 3.22% |
| | | | | | | | |
| Goal | Achievement Range (in millions, other than Governance Objectives) | % of Target Bonus |
Governance Objective: Improvements in Internal Control
Business Process Actual Achievement(3) | See Discussion of Achievement Ranges Above | 3.2% |
Governance Objective: Improvements in Internal Control
GITCs Actual Achievement(3) | See Discussion of Achievement Ranges Above | 3.5% |
| Percentage (%) of Target Achieved | | 50.5% |
Actual Bonus for 2023(4) | Nair: | $2,790,125 |
| Noyes: | $505,000 |
| Hussain: | $505,000 |
| Lorenzo: | $656,500 |
| Winter: | $656,500 |
(1)Adjustments were made in 2017, adjustedaccordance with the terms of the 2023 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 metricsmetrics. These items included (a) adjustments to account for2022 revenue and OFCF to reflect foreign currency exchange rates with the 2023 exchange rates; (b) adjustments to 2022 revenue and OFCF to include the impact of Hurricanes
Mariaour acquisition of Claro Panama to be on the same basis as the 2023 reported amounts for such acquisition; (c) adjusted the 2022 revenue and Irma, appliedOFCF to exclude the weightingimpacts of performance factors(i) adjusted 2022 revenue and determined LiLAC Group performanceOFCF to exclude the results of our subsidiary, VTR, due to the disposition in the formation of the Chile JV and (ii) adjusted 2022 revenue and OFCF to exclude the results related to the C&W Caribbean specialized transit business which was exited in 2023; and (e) adjusted the 2023 OFCF for the estimated impact from the earthquake in Jamaica. In the aggregate, the adjustments (x) to 2022 amounts resulted in a net decrease of revenue by $343 million and a net decrease of OFCF by $13 million, primarily related to our disposition of VTR, our acquisition of Claro Panama and the FX impact, and (y) to 2023 amounts resulted in a net OFCF increase of $2 million, related to the earthquake impact.
(2)For purposes of the 2023 Annual Bonus Program, OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
(3)With respect to achievement of improvements in our business process controls, we had one material weakness and no significant deficiencies, in each case, with respect to our business process controls at year-end, and, of the 2017 performance metrics to be 37.5%total number of target. The following table illustrates the target bonus and APR multiplier used to determine final 2017 bonuses withbusiness process controls tested, 14.6% resulted in deficiencies 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 the 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 growthimprovements in revenueour GITC controls, there were no IT material weaknesses or significant deficiencies in our control execution markets. Furthermore, we maintained momentum in implementing controls within our onboarding markets and operating cash flow (OCF), achievementmaintained the minimum requirement of a target zone for rNPS score and achievement of respective department goals and objectives forno IT material weaknesses in our main ERP.
(4)To determine the fiscal year ending December 31, 2018. The department performance metric isfinal total bonus payout, the payout 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 departmentis then multiplied by each NEO’s target achievable performance metric which is capped at 100%) 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 objectivesaward, as approved by the compensation committee, could increase 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 case of Messrs. Nair and Winter and Ms. Lorenzo, who were awarded recognition bonus plan, including the NEOs, will be eligible to earn his or her maximum 2018 cashawards for their 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 discretionin 2023 as to the amount of the 2018 cash performance award payable to anydescribed above in —
Assessing 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 million for our CEO pursuant to the terms of his employment agreement and 100% of the 2018 base salary for each of the other NEOs.The same general designPerformance
, such result was also implemented, with similar performance metrics and weightings, for the 2018 annual cash performance award program for other officers and senior management throughout the company (corporate and country operations). For senior executives with direct oversight of operating unit(s) and their teams, the 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.multiplied by 1.30. 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 2023, in particular in the countries in which we operate, the compensation committee setsestablished a target annual equity value for each executive,2023 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 2023 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 of 463,848 PSUs (the2018 PSUs) for our executive officers, including our Chief Executive Officer and the other named executive officers of our company (other than our Executive Chairman), who we currently anticipate will2023 performance objectives to be among our five most highly compensated executive officers for fiscal 2018. The 2018 PSUs will be divided withone-third as Class A PSUs andtwo-thirds as Class C PSUs. Each 2018 PSU represents the rightachieved in order 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 forthvest 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 | |
LILAB performance share unit award that was granted to Mr. Nair pursuant to the 2022 Nair Agreement (together with the 2023 Long-Term Incentive Awards, the
2023 Equity Incentive Awards). The performance period forRSUs, SARs and PSUs that comprise the 2018 PSUs ends on December 31, 2019. As the performance measure,2023 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 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 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.
2023 Long-Term Equity Awards. Pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan), in March 2023, the compensation committee approved the target annual equity values for 2023 and granted an aggregate of 1,156,713 RSUs (the 2023 RSUs) and 2,235,039SARs (the 2023 SARs) to our CEO and the other NEOs of the company.
ProvidingFor the 2023 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for our NEOs. The RSUs and SARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C, reflecting the approximate ratio of issued and outstanding shares of the company's Class A and Class C common shares, and past practice in our incentive plans.
The following table summarizes the target annual equity values and number of 2023 RSUs and 2023 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 2023 RSU Grant | Class C 2023 RSU Grant | | Class A 2023 SAR Grant | Class C 2023 SAR Grant |
| Balan Nair | | 7,250,000 | | | 180,348 | | 360,696 | | | 348,474 | | 696,948 | |
| Christopher Noyes | | 2,500,000 | | | 62,189 | | 124,378 | | | 120,163 | | 240,326 | |
| Aamir Hussain | | 2,250,000 | | | 55,970 | | 111,940 | | | 108,147 | | 216,294 | |
| Rocio Lorenzo | | 1,500,000 | | | 37,313 | | 74,626 | | | 72,098 | | 144,196 | |
| John M. Winter | | 2,000,000 | | | 49,751 | | 99,502 | | | 96,131 | | 192,262 | |
One-third of the 2023 RSUs and 2023 SARs vest on March 15 of each of 2024, 2025 and 2026. The SARs have a term of ten years and base prices equal to the market closing price of the common shares on the grant date of March 20, 2023, which was $7.81 for LILA and $7.78 for LILAK.The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or reductionother terms in connection with certain terminations of performance-basedemployment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailoredpreviously granted by the company.
Other than Mr. Nair, our NEOs’ 2023 target equity values did not change from their 2022 target values. For 2023, we increased Mr. Nair’s target equity value from $7.0 million to $7.25 million pursuant to the participant’s role and responsibilities.2022 Nair Agreement.
2017 Equity Incentive
Decisions for 2021/2022 Phoenix Awards of Performance Share Appreciation Rights (PSARs). Our NEOs were employed by Liberty Global or one of its subsidiaries prior toAs noted above, theSplit-Off and received equity awards prior to theSplit-Off as determined by Liberty Global. Upon the consummation of theSplit-Off, outstanding awards of SARs and PSUs compensation committee has three primary objectives with respect to LiLAC Shares previously grantedexecutive compensation - motivation, retention and alignment of interests to create shareholder value. Pursuant to the Incentive Plan, in 2021 (or 2022 in Mr. Hussain’s case), the compensation committee approved PSAR awards for the NEOs and other key employees (the Phoenix Awards). The Phoenix Awards were designed to motivate and reward the NEOs to build momentum in our operating performance through 2023, drive the company to emerge stronger from the pandemic, accelerate our transition to a digital first company, retain key executives and to drive our senior management toward attaining increased shareholder value over the performance period, which was 2022-2023 in Mr. Hussain’s case and 2021-2023 for the other NEOs.
The Phoenix Award for our CEO is 3 million PSARs (comprised of 1 million Class A PSARs and 2 million Class C PSARs) and for each of the other NEOs is 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, which was $14.00 for LILA and $14.10 for LILAK for Messrs. Nair, Noyes and Winter whose grant date was March 16, 2021, $13.53 for LILA and $13.57 for LILAK for Ms. Lorenzo whose grant date was July 16, 2021, and $10.75 for LILA and $10.70 for LILAK for Mr. Hussain whose grant date was April 18, 2022.
Reflecting the approximate ratio of issued and outstanding shares of LILA and LILAK shares, and past practice in our incentive plans, the Phoenix Awards were 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.
In February 2024, the compensation committee discussed the NEOs’ and our company’s performance with Mr. Nair and approved vesting of the NEOs’ Phoenix Awards on March 15, 2024. In reaching this decision, the compensation committee took into account Mr. Nair’s evaluation of each other NEO’s performance over the performance period and noted that each other NEO met their personal performance goals and objectives over that period. Likewise, the compensation committee reviewed Mr. Nair’s performance over the performance period and determined that Mr. Nair had met his personal performance goals and objectives over that period as well. In approving the vesting of the NEOs’ Phoenix Awards, the compensation committee noted the significant
achievements made by Liberty Global were cancelledthe company during the performance period across the functions and reissuedoperations including (without limitation):
•added or upgraded approximately 750,000 homes passed across our operations, almost exclusively using FTTH technology and increased mobile LTE population coverage;
•completed acquisitions of Telefonica S.A’s operations in Costa Rica and Claro Panama’s operations and formed the ClaroVTR joint venture;
•delivered on key operating and performance metrics;
•launched eSim, WoWFI, Hub TV and several new business products and digital solutions;
•improved our customer experience net promoter score by 17%;
•grew our zero touch customer interactions by 8% and deployed Al platforms in sales and care channels in key markets;
•flattened our structure, enhanced diversity and inclusion efforts and increased market and customer focus; and
•rolled out new anti-corruption policy and associated materials and launched new employee training programs on anti-corruption, conflicts of interest and ethics.
CEO Award of LILAB PSUs. Upon the effective date of the 2022 Nair Agreement, Mr. Nair received an award of 625,000 LILAB shares, that was split into three installments (the Sign-on LILAB Award). The first two installments vested on July 28, 2022 and March 15, 2023. The final installment, consisting of 312,500 PSUs, would vest on March 15, 2024, subject to the compensation committee’s determination that Mr. Nair’s 2023 performance met or exceeded the compensation committee’s expectations.
The performance objectives for 2023 with respect to the corresponding class312,500 PSUs were:
•Financial goals: achieving budgeted targets on revenue growth (3.9%), OFCF growth (18.6%) and adjusted free cash flow ($300 million before minority dividends);
•Operational goals: increasing the portion of our common shares pursuantnetworks capable of delivering speeds of 1 Gbps or above to at least 75%, building or upgrading approximately 400,000 homes-passed, progressing our work on shutting down copper networks in Cable & Wireless and CWP, increasing digital sales to 17% of activated sales for fixed services, improving our customer experience and increasing efficiency of our customer acquisitions, expanding our Liberty Networks segment’s customer base, completing the Transition Plan,integrations in Liberty Costa Rica, Liberty Puerto Rico and CWP, bringing a new mobile core and IT stack online to support Liberty Costa Rica and Liberty Puerto Rico, and improving customer churn across our markets; and
•Governance goals: delivering improvements in our internal control framework, keeping our chairman and board members updated and engaged throughout the year and producing timely, accurate and effective external financial reports.
“Adjusted free cash flow” is defined as defined below under “—Incentive Plans.” Awards cancellednet cash provided by our operating activities, plus (i) cash payments for third-party costs directly associated with successful and replaced underunsuccessful acquisitions and dispositions, (ii) expenses financed by an intermediary, (iii) proceeds received in connection with handset receivables securitization, (iv) insurance recoveries related to damaged and destroyed property and equipment and (v) certain net interest payments or receipts incurred or received, including associated derivative instrument payments and receipts, in advance of a significant acquisition, less (a) capital expenditures, net, (b) principal payments on amounts financed
by vendors and intermediaries, (c) principal payments on finance leases, and (d) distributions to noncontrolling interest owners.
In March 2024, the Transition Plan remain subjectcompensation committee reviewed Mr. Nair’s 2023 performance and noted the following achievements:
•at the end of 2023, enabled 1 Gbps or above speeds to 82% of our network;
•in 2023, we migrated 4,000 more customers from copper to fiber or DOCSIS 3.1 networks than we had committed to do at the same terms and conditions as beginning of 2023;
•fixed digital sales exceeded budget sales by 2%, achieving 18% digital sales overall, with two markets exceeding 20%. This represented 45% growth versus 2022;
•the original awardssuccessful negotiation of an agreement with respectPhoenix Tower International to LiLAC Shares. Following theSplit-Off, share-based incentive awards will be granted under the Employee Incentive Plan, as defined below. While grantsmonetize approximately 1,300 mobile tower sites, which was completed across most of SARs were approved in late 2017 but not made until January 2018,our market as of December 31, 2017, no share-based incentive awards were outstanding under 2023;
•the Employee Incentive Plan.
2018 Equity Incentive Awards. Pursuant to the termssuccessful negotiation of Mr. Nair’s employmentan asset purchase agreement and as an incentivea license purchase agreement with Dish Network to acquire Dish Network spectrum assets in Puerto Rico and the U.S. Virgin Islands and prepaid mobile subscribers in those markets;
•Liberty Networks also grew recurring revenues by 8% in 2023;
•achieved 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 SARstargeted churn rate with respect to our common sharesbroadband and post-paid mobile subscribers; and
•satisfied the board engagement and reporting components of the governance goals described above.
In light of these achievements and Mr. Nair’s strong performance, the compensation committee determined to
our executive officers. The SARs vest
in three equal annual installments commencing50% of the 312,500 PSUs on March 15,
2019, have a seven-year term2024 and
are reflectedto condition vesting of the remaining 50% of the PSUs on the completion of operational milestones, improvements 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
Pursuantour internal control framework and growth in revenue, operating cash flow and OFCF in 2024. “Operating cash flow” is defined as operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to the terms of his employment agreement, Mr. Nair received asign-on award of 200,000 LILA SARs with a base price of $21.58significant litigation and 400,000 LILAK SARs with a base price of $21.39 on January 2, 2018 (theCEO SAR Award). The CEO SAR Award will vestimpairment, restructuring and other operating items, as adjusted for events such as acquisitions, dispositions and changes in three equal annual installments commencing March 15, 2019,foreign currency exchange rates and have a seven year term.
accounting principles or policies that affect comparability.
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 |
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 | | | 3 times base salary | |
Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within four years of the policy’s effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of common shares owned by an executive and a senior officer, the policy includes the value of common shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested common
shares held in the officer’s account in the Liberty Latin America 401(k) Savings Plan, and 50% of the
in-the-money value of vested options and SARs.
Deferred Compensation Plan
Under the Liberty Latin America Deferred Compensation Plan (theDeferred Compensation Plan), our executive and other officers, who are U.S. taxpayers 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. In October 2022, the compensation committee determined to extend eligibility to participate in the Deferred Compensation Plan to our executive officers outside the U.S., including Mr. Husain and Ms. Lorenzo, to provide for more consistency in benefits for our executive team. With respect to the tax ramifications to us of the Deferred Compensation Plan, the compensation committee noted in adopting the plan that theany 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
hisMr. Nair’s employment agreement
thewith our company, Mr. Nair was allotted 100 annual flight hours
forof personal use of our aircraft without cost reimbursement. If Mr. Nair’s personal use of our aircraft
is 50exceeds 100 annual flight hours
perfor a relevant calendar year,
withouthe will also be obligated to pay us the aggregate incremental cost
reimbursement.of such usage over his allotted 100 annual flight hours. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.
The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined using a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use. For 2023, we reimbursed Mr. Nair for approximately $20,167 in taxes associated with his personal use of our aircraft.
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.
Mr. Hussain received relocation benefits in connection with his relocation to Panama in 2022 and a housing allowance in 2022 and 2023. 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. Mr. Hussain also received tax assistance in 2023 pursuant to his employment agreement. Pursuant to Ms. Lorenzo’s employment agreement, she received housing benefits and tuition support for each child in 2022 and 2023 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 under the 2017 Tax Act with respect to Section 162(m) to preserve deductions under grandfathered arrangements.
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.
The compensation committee adopted an executive compensation recoupment policy (the Nasdaq recoupment policy) in accordance with the SEC rules and Nasdaq listing rules, effective on October 2, 2023. Our Nasdaq recoupment policy requires us to recover erroneously awarded performance-based incentive compensation received by current or former members of our executive management team, including our Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act), on or after October 2, 2023, if we have a recoupment policy,qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination 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 anymade, subject to limited exceptions. As of the years relevant to the determinationdate of whether the applicable performance metricsthis proxy statement, we have not been met are required to berecover any erroneously awarded compensation under our Nasdaq recoupment policy. While our 2023 10-K included restated atfinancial information for fiscal year 2022, the restated financial information did not impact any time as a result of an error (whether or not involving fraud or misconduct) and ourperformance-based incentive 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.was received after October 2, 2023.
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, 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 willwould 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 2023, awards were granted in mid-March to our NEOs. 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 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 ($) |
| | | | | | | | | | | | | | | | | | |
| | 2023 | | 1,500,000 | | | — | | | 8,196,987 | | | 4,736,240 | | | 1,395,063 | | | 43,767 | | | 289,897 | | | 16,161,952 | |
| Balan Nair | | 2022 | | 1,500,000 | | | 750,000 | | 6,584,633 | | | 5,233,911 | | | 1,095,000 | | | 131,193 | | | 450,880 | | | 15,745,617 | |
| Chief Executive Officer & President | | 2021 | | 1,250,000 | | | — | | | 9,250,842 | | | 26,310,008 | | — | | | 609,265 | | | 156,688 | | | 37,576,803 | |
| | | | | | | | | | | | | | | | | | |
| | 2023 | | 675,000 | | | — | | | 1,737,419 | | | 1,633,237 | | | 252,500 | | | — | | | 33,330 | | | 4,331,487 | |
| Christopher Noyes | | 2022 | | 666,667 | | | — | | | 1,713,115 | | | 1,906,964 | | | 182,500 | | | 15,802 | | | 43,824 | | | 4,528,873 | |
| Senior Vice President & Chief Financial Officer | | 2021 | | 625,000 | | | — | | | 3,020,587 | | | 3,857,442 | | | — | | | 25,422 | | | 36,770 | | | 7,565,220 | |
| | | | | | | | | | | | | | | | | | |
| | 2023 | | 637,365 | | | — | | | 1,592,081 | | | 1,469,917 | | | 252,500 | | | — | | | 114,014 | | | 4,065,878 | |
| Aamir Hussain(6) | | 2022 | | 438,702 (6) | | — | | | 1,661,016 | | | 2,980,886 | | | 136,875 | | | — | | | 83,538 | | | 5,301,017 | |
| Senior Vice President & Chief Technology and Product Officer | | 2021 | | — | | | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
| | 2023 | | 440,000 | | | — | | | 1,241,286 | | | 979,945 | | | 328,250 | | | — | | | 71,845 | | | 3,061,326 | |
| Rocio Lorenzo(7) | | 2022 | | 440,000 | | | — | | | 1,110,000 | | | 1,144,178 | | | 182,500 | | | — | | | 106,816 | | | 2,983,494 | |
| Senior Vice President & General Manager of CWP; Former Chief Customer Officer | | 2021 | | 200,256 (8) | | — | | | 1,510,027 | | | 2,872,206 | | | — | | | — | | | 61,558 | | | 4,644,048 | |
| | | | | | | | | | | | | | | | | | |
| | 2023 | | 550,000 | | | — | | | 1,521,704 | | | 1,306,598 | | | 328,250 | | | 11,669 | | | 23,035 | | | 3,741,255 | |
| John Winter | | 2022 | | 550,000 | | | — | | | 1,411,572 | | | 1,525,571 | | | 182,500 | | | 22,748 | | | 20,994 | | | 3,713,385 | |
| Senior Vice President, Chief Legal Officer & Secretary | | 2021 | | 541,667 (9) | | — | | | 2,368,692 | | | 3,525,976 | | | — | | | 37,185 | | | 38,094 | | | 6,511,614 | |
(1)The 2023 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2024 for the equity portion of the 2023 Annual Bonus Program payments earned by the MembersNEOs and issued pursuant to our SHIP, (b) the grant date fair value of theCompensation Committee
Miranda Curtis (chair)
Paul A. Gould
Eric L. Zinterhofer
Summary Compensation
Prior 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 2023 RSUs, and (d) the target LILAB PSU award granted to theSplit-Off, 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. Between the effective date of theSplit-Off and December 31, 2017, the sole compensation approved by usMr. Nair with respect to this 2023 performance, in each case, determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718). The 2022 dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of (a) the LILA and LILAK shares issued to each NEO on March 15, 2023 for the equity portion of the 2022 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) each NEO’s target annual RSUs awarded in 2022 (2022 RSUs), and (d) the awards granted in connection with the amendment to Mr. Nair’s employment agreement, consisting of (i) the portion of the CEO Commitment Award paid in LILAK shares and (ii) the unrestricted LILAB share award and the target LILAB PSU award granted to Mr. Nair with respect to his 2022 performance, in each case, determined in accordance with ASC 718. 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. For a description of the assumptions used in these calculations, see Notes 3 and15 to our consolidated financial statements for the year ended December 31, 2023, which are included in the 2023 Form 10-K.
(2)The 2023 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2023 SARs granted to our NEOs approved on March 20, 2023 determined in accordance with ASC 718.The dollar amounts for the SAR awards assume a risk-free interest rate ranging from 3.5% to 4.2%, a volatility rate ranging from 42.1% to 46.7% and an expected term of 6.0 to 10.0 years. The 2022 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2022 SARs granted to our NEOs and the grant date fair value of our CTO’s Phoenix Award of 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 our CTO’s Phoenix Award of 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. For a description of the assumptions used in these calculations, see Notes 3 and15 to our consolidated financial statements for the year ended December 31, 2023, which are included in the 2023 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 2023 Annual Bonus Program and the 2022 Annual Bonus Program, which were paid out in March of 2024 and 2023, respectively.
(4)The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was a grant of SARs which is reflectedset.
(5)The following table provides additional information about the 2023 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table below despiteabove: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | 401(k) Plan ($)(a) | | Life Insurance ($)(b) | | SIFL Gross-up ($)(b) | | Housing ($)(b) | | Airplane Usage ($)(b) | | Tax Assistance($)(b) | | Tuition Reimburse-ment ($)(b) | | Misc. ($)(c) | | Total ($) |
| Balan Nair | | 22,500 | | 535 | | 20,167 | | | — | | | 239,299 | | — | | | — | | | 7,396 | | 289,897 |
| Christopher Noyes | | 22,500 | | 535 | | — | | | — | | | — | | | — | | | — | | | 10,296 | | 33,330 |
| Aamir Hussain | | — | | | 3,782 | | | — | | | 84,000 | | — | | | 25,318 | | | | | 914 | | 114,014 |
| Rocio Lorenzo | | — | | | 3,782 | | | — | | | 48,000 | | | — | | | — | | | 19,049 | | | 1,014 | | 71,845 |
| John Winter | | 22,500 | | 535 | | — | | | — | | | — | | | — | | | — | | | — | | | 23,035 | |
(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 compensationfollowing:
•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.
•Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by Mr. Nair was $239,299; in addition, Mr. Nair received bygross-up amounts totaling $20,167 for personal flight hours. Aggregate incremental cost for personal use of our NEOs duringaircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the relevant fiscal year. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary
($) | | | 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
Priorflight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.
•Payments made on behalf of Mr. Hussain for tax assistance.
•Reimbursements made to Ms. Lorenzo for dependent tuition support.
(c)Amounts reflect theSplit-Off, following:
•Payments made on behalf of Messrs. Nair and Noyes 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 comprisedhealth plan.
•Charitable donation made on behalf 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 andNair.
•Gifts given to each of our other NEOs,NEOs.
(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 $550,000, effective in 2017 with respect to individuals who would become our NEOs and is reflected in the table below despite the grant not being made until January 2, 2018. March 2021.
Grants of Plan-Based Awards
The table below sets forth certain information concerning the January 2, 2018 grants of SARsequity based awards and the annual performance bonus awards approved and granted to our NEOs under the Employee Incentive Plan during the year ended December 31, 2023, as described above in “——Compensation Discussion and Analysis—Elements of Our Compensation Packages—Packages. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All other Option Awards Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/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 | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/20/2023 (2) | | | | — | | | 2,762,500 | | | 2,762,500 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 920,833 | | | $ | 920,833 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 1,905 | | | — | | | — | | | 15,278 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 180,348 | | | — | | | — | | | 1,408,518 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 348,474 | | | 7.81 | | | 1,586,903 | |
| LILAB | | 3/20/2023 (6) | | | | — | | | — | | | — | | | — | | | 312,500 | | | — | | | — | | | — | | | — | | | 3,437,500 | |
| LILAK | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 1,841,667 | | | $ | 1,841,667 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 3,811 | | | — | | | — | | | 30,336 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 360,696 | | | — | | | — | | | 2,806,215 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 696,948 | | | 7.78 | | | 3,149,337 | |
| Christopher Noyes | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/20/2023 (2) | | | | — | | | 650,000 | | | 650,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 216,667 | | | $ | 216,667 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 952 | | | — | | | — | | | 7,635 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 62,189 | | | — | | | — | | | 485,696 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,163 | | | 7.81 | | | 547,264 | |
| LILAK | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 433,333 | | | $ | 433,333 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 1,905 | | | — | | | — | | | 15,164 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 124,378 | | | — | | | — | | | 967,661 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 240,326 | | | 7.78 | | | 1,085,973 | |
| Aamir Hussain | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/20/2023 (2) | | | | — | | | 650,000 | | | 650,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 216,667 | | | $ | 216,667 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 714 | | | — | | | — | | | 5,726 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 55,970 | | | — | | | — | | | 437,126 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 108,147 | | | 7.81 | | | 492,539 | |
| LILAK | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 433,333 | | | $ | 433,333 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 1,429 | | | — | | | — | | | 11,375 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 111,940 | | | — | | | — | | | 870,893 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 216,294 | | | 7.78 | | | 977,378 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 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
(#) | | | | |
| Rocio Lorenzo | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/20/2023 (2) | | | | — | | | 650,000 | | | 650,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 216,667 | | | $ | 216,667 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 952 | | | — | | | — | | | 7,635 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,313 | | | — | | | — | | | 291,415 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 72,098 | | | 7.81 | | | 328,359 | |
| LILAK | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 433,333 | | | $ | 433,333 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 1,905 | | | — | | | — | | | 15,164 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 74,626 | | | — | | | — | | | 580,590 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 144,196 | | | 7.78 | | | 651,586 | |
| John Winter | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/20/2023 (2) | | | | — | | | 650,000 | | | 650,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| LILA | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 216,667 | | | $ | 216,667 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 952 | | | — | | | — | | | 7,635 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 49,751 | | | — | | | — | | | 388,555 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 96,131 | | | 7.81 | | | 437,814 | |
| LILAK | | 3/15/2024 (2) | | 03/20/2023 | | — | | | — | | | — | | | — | | | $ | 433,333 | | | $ | 433,333 | | | — | | | — | | | — | | | — | |
| | 3/15/2024 (3) | | 03/20/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 1,905 | | | — | | | — | | | 15,164 | |
| | 3/20/2023 (4) | | | | — | | | — | | | — | | | — | | | — | | | — | | | 99,502 | | | — | | | — | | | 774,126 | |
| | 3/20/2023 (5) | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 192,262 | | | 7.78 | | | 868,784 | |
(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 2023 Annual Bonus Program would be paid in common shares.
(3)Pursuant to the SHIP, the NEOs received RSUs in March 2023 equal to 12.5% of the gross number of shares earned under the 2022 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, 2024 provided that the NEO continued to hold all of the shares issued in connection with the 2022 Annual Bonus Program through that period.
(4)These amounts represent the annual equity grant to our executives in the form of RSUs, as more fully described in Elements of Our Compensation Packages above. These RSUs will vest in three equal annual installments on March 15 of 2024, 2025 and 2026.
(5)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 2024, 2025 and 2026.
(6)In connection with our entry into the 2022 Nair Agreement, Mr. Nair received the Sign-on LILAB Award, which was split into three installments. The first two installments vested on July 28, 2022 and March 15, 2023. The final installment, consisting of 312,500 PSUs, would vest on March 15, 2024, subject to the compensation committee’s determination that Mr. Nair’s performance met or exceeded the compensation committee’s expectations for 2023, as more fully described in Elements of Our Compensation Packages above.
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, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 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 | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2017 | | 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 | | — | | | — | | | — | | | — | |
| | 4/1/2019 | | 122,827 | | — | | | — | | | 19.91 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| | 3/13/2020 | | 220,734 | | — | | | — | | | 10.42 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (1) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 31,085 | | | 217,750 | | | — | | | — | |
| (1) | | 5/12/2021 | | 130,574 | | 65,286 | | | — | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (2) | | 5/12/2021 | | — | | — | | | 1,000,000 | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 90,278 | | | 632,397 | | | — | | | — | |
| (3) | | 3/11/2022 | | 100,239 | | 200,478 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (3) | | 7/28/2022 | | — | | — | | | — | | | — | | | — | | | 6,944 | | | 48,643 | | | — | | | — | |
| (3) | | 7/28/2022 | | 7,712 | | 15,420 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 1,905 | | | 13,345 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 180,348 | | | 1,263,338 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 348,474 | | | — | | | 7.81 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAB | | | | | | | | | | | | | | | | | | | | |
| (6) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | — | | | — | | | 312,500 | | | 2,500,000 | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| | 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 | | — | | | — | | | — | | | — | |
| | 4/1/2019 | | 245,654 | | — | | | — | | | 20.03 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| | 3/13/2020 | | 441,468 | | — | | | — | | | 10.48 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (1) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 62,171 | | | 436,130 | | | — | | | — | |
| (1) | | 5/12/2021 | | 261,146 | | 130,573 | | | — | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (2) | | 5/12/2021 | | — | | — | | | 2,000,000 | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 180,556 | | | 1,266,600 | | | — | | | — | |
| (3) | | 3/11/2022 | | 200,478 | | 400,956 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (3) | | 7/28/2022 | | — | | — | | | — | | | — | | | — | | | 13,888 | | | 97,424 | | | — | | | — | |
| (3) | | 7/28/2022 | | 15,422 | | 30,842 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 3,811 | | | 26,734 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 360,696 | | | 2,530,282 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 696,948 | | | — | | | 7.78 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 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 | | | | | | | | | | | | | | | | | | | | |
| | 5/1/2017 | | 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 | | — | | | — | | | — | | | — | |
| | 4/1/2019 | | 28,345 | | — | | | — | | | 19.91 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| | 3/13/2020 | | 50,939 | | — | | | — | | | 10.42 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (1) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 11,956 | | | 83,752 | | | — | | | — | |
| (1) | | 5/12/2021 | | 50,221 | | 25,110 | | | — | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (2) | | 5/12/2021 | | — | | — | | | 100,000 | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 34,722 | | | 243,228 | | | — | | | — | |
| (3) | | 3/11/2022 | | 38,554 | | 77,106 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 952 | | | 6,669 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 62,189 | | | 435,634 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 120,163 | | | — | | | 7.81 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| | 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 | | — | | | — | | | — | | | — | |
| | 4/1/2019 | | 56,690 | | — | | | — | | | 20.03 | | 5/1/2026 | | — | | | — | | | — | | | — | |
| | 3/13/2020 | | 101,878 | | — | | | — | | | 10.48 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (1) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 23,912 | | | 167,743 | | | — | | | — | |
| (1) | | 5/12/2021 | | 100,442 | | 50,220 | | | — | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (2) | | 5/12/2021 | | — | | — | | | 200,000 | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 69,444 | | | 487,150 | | | — | | | — | |
| (3) | | 3/11/2022 | | 77,108 | | 154,212 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 1,905 | | | 13,364 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 124,378 | | | 872,512 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 240,326 | | | — | | | 7.78 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| Aamir Hussain | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| (2) | | 4/18/2022 | | — | | — | | | 100,000 | | | 10.75 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| (3) | | 4/18/2022 | | — | | — | | | — | | | — | | | — | | | 31,250 | | | 218,906 | | | — | | | — | |
| (3) | | 4/18/2022 | | 34,698 | | 69,396 | | | — | | | 10.75 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 714 | | | 5,002 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 55,970 | | | 392,070 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 108,147 | | | — | | | 7.81 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| (2) | | 4/18/2022 | | — | | — | | | 200,000 | | | 10.70 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| (3) | | 4/18/2022 | | — | | — | | | — | | | — | | | — | | | 62,500 | | | 438,438 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 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 ($) |
| (3) | | 4/18/2022 | | 69,396 | | 138,792 | | | — | | | 10.70 | | 4/19/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 1,429 | | | 10,024 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 111,940 | | | 785,259 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 216,294 | | | — | | | 7.78 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| Rocio Lorenzo | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| (2) | | 7/16/2021 | | — | | — | | | 100,000 | | | 13.53 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (7) | | 7/16/2021 | | — | | — | | | — | | | — | | | — | | | 7,194 | | | 50,394 | | | — | | | — | |
| (7) | | 7/16/2021 | | 32,310 | | 16,155 | | | — | | | 13.53 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 20,832 | | | 145,928 | | | — | | | — | |
| (3) | | 3/11/2022 | | 23,132 | | 46,264 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 952 | | | 6,669 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 37,313 | | | 261,378 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 72,098 | | | — | | | 7.81 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| (2) | | 7/16/2021 | | — | | — | | | 200,000 | | | 13.57 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (7) | | 7/16/2021 | | — | | — | | | — | | | — | | | — | | | 14,388 | | | 100,932 | | | — | | | — | |
| (7) | | 7/16/2021 | | 64,620 | | 32,310 | | | — | | | 13.57 | | | 7/17/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 41,666 | | | 292,287 | | | — | | | — | |
| (3) | | 3/11/2022 | | 46,264 | | 92,528 | | | — | | | 9.63 | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 1,905 | | | 13,364 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 74,626 | | | 523,501 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 144,196 | | | — | | | 7.78 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| John Winter | | | | | | | | | | | | | | | | | | | | |
| LILA | | | | | | | | | | | | | | | | | | | | |
| | 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 | | — | | | — | | | — | | | — | |
| | 4/1/2019 | | 23,621 | | — | | | — | | | 19.91 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| | 3/13/2020 | | 42,449 | | — | | | — | | | 10.42 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (1) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 9,564 | | | 66,996 | | | — | | | — | |
| (1) | | 5/12/2021 | | 40,177 | | 20,088 | | | — | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (2) | | 5/12/2021 | | — | | — | | | 100,000 | | | 14.00 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 27,778 | | | 194,585 | | | — | | | — | |
| (3) | | 3/11/2022 | | 30,844 | | 61,684 | | | — | | | 9.69 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 952 | | | 6,669 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 49,751 | | | 348,506 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 96,131 | | | — | | | 7.81 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| LILAK | | | | | | | | | | | | | | | | | | | | |
| | 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 | | — | | | — | | | — | | | — | |
| | 4/1/2019 | | 47,242 | | — | | | — | | | 20.03 | | | 5/1/2026 | | — | | | — | | | — | | | — | |
| | 3/13/2020 | | 84,898 | | — | | | — | | | 10.48 | | | 3/16/2027 | | — | | | — | | | — | | | — | |
| (1) | | 5/12/2021 | | — | | — | | | — | | | — | | | — | | | 19,129 | | | 134,190 | | | — | | | — | |
| (1) | | 5/12/2021 | | 80,354 | | 40,176 | | | — | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 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 ($) | | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| (2) | | 5/12/2021 | | — | | — | | | 200,000 | | | 14.10 | | | 3/16/2031 | | — | | | — | | | — | | | — | |
| (3) | | 3/11/2022 | | — | | — | | | — | | | — | | | — | | | 55,556 | | | 389,725 | | | — | | | — | |
| (3) | | 3/11/2022 | | 61,686 | | 123,370 | | | — | | | 9.63 | | | 3/16/2032 | | — | | | — | | | — | | | — | |
| (4) | | 3/15/2023 | | — | | — | | | — | | | — | | | — | | | 1,905 | | | 13,364 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | — | | | — | | | — | | | — | | | 99,502 | | | 698,007 | | | — | | | — | |
| (5) | | 3/20/2023 | | — | | 192,262 | | | — | | | 7.78 | | | 3/20/2033 | | — | | | — | | | — | | | — | |
(1)Vests in 1 remaining annual installment on March 15, 2024.
(2)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. On February 22, 2024, the compensation committee determined that the PSARs were earned and approved vesting of the PSARs on March 15, 2024.
(3)Vests in 2 remaining annual installments on March 15 of 2024 and 2025.
(4)Vested on March 1, 2024.
(5)Vests in 3 remaining annual installments on March 15 of 2024, 2025 and 2026.
(6)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 2023. On March 12, 2024, the compensation committee determined to vest 50% of the target award (or 156,250 LILAB PSUs) on March 15, 2024 and to condition vesting of the remaining 50% of the target award on 2024 performance. If earned, the remaining 50% of the target award will vest on March 15, 2025.
(7)Vests in 1 remaining annual installment on August 1, 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 2022 annual bonus program during the year ended December 31, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | | — | | | — | | | 105,995 | | | 858,148 | |
| LILAB | | — | | | — | | | 187,500 | | | 1,503,750 | |
| LILAK | | — | | | — | | | 211,994 | | | 1,704,935 | |
| Christopher Noyes | | | | | | | | |
| LILA | | — | | | — | | | 40,097 | | | 323,883 | |
| LILAK | | — | | | — | | | 80,196 | | | 643,349 | |
| Aamir Hussain | | | | | | | | |
| LILA | | — | | | — | | | 21,342 | | | 171,163 | |
| LILAK | | — | | | — | | | 42,686 | | | 339,781 | |
| Rocio Lorenzo | | | | | | | | |
| LILA | | — | | | — | | | 27,664 | | | 225,869 | |
| LILAK | | — | | | — | | | 55,327 | | | 448,269 | |
| John Winter | | | | | | | | |
| LILA | | — | | | — | | | 33,505 | | | 270,483 | |
| LILAK | | — | | | — | | | 67,012 | | | 537,253 | |
(1)Includes shares withheld in payment of withholding taxes at election of holder.
Employment and Other Agreements
On November 1, 2017, Liberty Latin America and 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 OfficerCEO of usLiberty Latin America and our subsidiary, Liberty LA, pursuant to the 2022 Nair Agreement. We also entered into employment agreements with Messrs. Noyes and Winter, effective as ofJuly 24, 2019, with Mr. Hussain, effective April 18, 2022, and with Ms. Lorenzo, effective July 16, 2021 (collectively, the date of theSplit-Off (theEmployment Agreement Effective DateOfficers), which was December 29, 2017. The terms of the Employment Agreement are described below. We do not presently have an employment agreement with any of our other executive officers. We have not otherwise adopted a severance policy covering our executive 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 Employment2022 Nair Agreement, is dated November 1,which replaced a 2017 but is effective as of the Employment Agreement Effective Date andemployment agreement with our company on 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 would vest, subject to Mr. Nair’s attainment of his 2023 individual performance objectives, on March 15, 2024. On March 12, 2024, the compensation committee determined to vest 50% of the third installment (or 156,250 LILAB PSUs) on March 15, 2024 and to condition vesting of the remaining 50% of the target award on 2024 performance. If earned, the remaining 50% of the target award will vest on March 15, 2025. 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 2023 base salary will be $1.25 million per year, subject to annual increaseremained 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, theIn 2023, Mr. Nair’s target annual bonus increased by $250,000 pursuant to the terms of the 2022 Nair Agreement’s and will be reviewed annually and may be adjusted upwardcontinue to increase by our compensation committee.such amount each subsequent year through 2026. 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 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 withincreased the terms and conditions substantiallytarget of Mr. Nair’s Annual Equity Awards from $6.5 million to $7 million. 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 was $7.25 million pursuant to the terms of the 2022 Nair Agreement and will be $6.0 million for 2018 and thereafter ourincrease by $250,000 each subsequent 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. In addition, Liberty LA agreed to pay 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 Employment Agreement.See
Aircraft Policy below. 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 for good reason (as defined in the 2022 Nair Agreement), he will be entitled to receive: (1) the Accrued Benefits; (2) a pro-rated annual bonus for the year of the termination based on actual performance; (3) severance equal to two times (x) the average of Mr. Nair’s annualized salary for the year of the termination and salary paid for the prior year and (y) the average of the annualized annual bonus for the year of the termination and annual bonus paid or payable for the prior year paid in installments for the next two years; (4) full vesting of all non-performance based equity grants; (5) full vesting of the Sign-on LILAB Award based on actual performance; (6) vesting of outstanding annual performance equity grants, based on actual performance; (7) if the termination occurs before Mr. Nair’s annual equity grants have been granted for the year, a lump sum cash payment equal to 50% of his target grant value for the year of the termination or if such target grant value has not been determined for the year of the termination, the target grant value for the prior year; and (8) continued health coverage for him and his dependents for up to 18 months. In addition, we, in the sole discretion of the compensation committee, may determine to exchange the LILAB shares issued as a result of vesting of the Sign-on LILAB Award for (i) LILA shares on a one-for-one basis and (ii) $1 million in LILAK shares.
If Mr. Nair’s employment is terminated without cause or by him for good reason within 13 months of a change in control, he will be entitled to receive: (1) full vesting of his then-unvested equity awards with the Sign-on LILAB Award vesting in full based on actual performance and all other performance awards vesting in full at the greater of target or actual performance; and (2) a lump sum cash payment of severance equal to two times (x) the average of Mr. Nair’s annualized salary for the year of the termination and salary paid for the prior year and (y) the average of the annualized annual bonus for the year of the termination and annual bonus paid or payable for the prior year.
If the compensation committee determines that the Sign-on LILAB Award was effectively continued or assumed and a termination occurs after the change in control, the PSU portion of the Sign-on LILAB Award will be earned and remain subject to vesting during the service period and (i) if Mr. Nair’s employment is terminated for cause or by him without good reason (and not due to disability), his earned LILAB PSUs will be forfeited or (ii) if Mr. Nair’s employment is terminated without cause, due to death or disability or by him for good reason, his earned LILAB PSUs will vest immediately.
If a change in control occurs and the compensation committee determines that the Sign-on LILAB Award has not been effectively continued or assumed, the outstanding PSU portion of the Sign-on LILAB Award will be earned and vest immediately.
For purposes of the 2022 Nair Agreement and the Sign-on LILAB Award agreement, a “change in control” means an “Approved Transaction” (which would include a going-private transaction), “Board Change” or “Control Purchase,” each as defined in the Incentive Plan.
If Mr. Nair is terminated for cause (as defined in the 2022 Nair Agreement) or if he resigns (other than for good reason (as defined in the 2022 Nair Agreement)), Mr. Nair will not be entitled to any severance or other benefits under the 2022 Nair Agreement.
In addition, if Mr. Nair’s employment is terminated for any reason (other than due to death or disability, by us without cause or by him for good reason), we may, in the sole discretion of the compensation committee, require Mr. Nair to exchange the LILAB shares issued as a result of the vesting of the Sign-on LILAB Award for LILA shares on a one-for-one basis, subject to the following exception. Mr. Nair will not be required to exchange any LILAB shares issued as a result of the vesting of the Sign-on LILAB Award if his employment is terminated due to the expiration of the 2022 Nair Agreement’s initial term either because he has elected not to remain our President and Chief Executive Officer following the expiration of the initial term or we have elected not to renew the 2022 Nair Agreement.
Pursuant to the 2022 Nair Agreement, Mr. Nair is subject to customary restrictive covenants, including those relating to non-solicitation, non-interference, non-competition and confidentiality, during the term of the 2022 Nair Agreement and for two years after termination of his employment (or for an indefinite period after termination of employment in the case of the restrictive covenants relating to confidentiality).
Summary of the Employment Agreements with our other NEOs
We also entered into employment agreements with Messrs. Noyes and Winter, effective July 24, 2019, with Ms. Lorenzo, effective July 16, 2021, and with Mr. Hussain, effective April 18, 2022. In connection with Ms. Lorenzo’s transition from Chief Customer Officer of the Company to General Manager of CWP, our compensation committee approved the
changes to her 2024 compensation, which were set forth in a letter agreement in January 2024. Each employment agreement provides for an indefinite term continuing until either party provides advance written notice to the other party of their respective intention to terminate employment with the company.
Under their employment agreements, the Officers will each receive a base salary and our CEO or compensation committee may annually increase, but not decrease, each executive’s base salary. The initial base salaries set forth in the employment agreements for Messrs. Noyes, Winter and Hussain and Ms. Lorenzo were $550,000, $500,000, $625,000 and $440,000, respectively. In 2021, Mr. Winter’s base salary was increased to $550,000, and in 2020 and 2022, Mr. Noyes’s base salary was increased to $625,000 and $675,000, respectively. There were no changes to our Officers’ 2023 base salaries. In 2024, our compensation committee increased our Officers’ salaries (other than Mr. Nair) as follows: Mr. Noyes - $708,750; Mr. Hussain - $656,250; Mr. Winter - $577,500; and Ms. Lorenzo - $600,000. Each of the Officers will be eligible to earn an annual bonus. The target annual bonuses for 2022, 2023 and 2024 for each of the Officers was $1.0 million. In addition, Ms. Lorenzo may also earn an additional $250,000 bonus, of which 50% is tied to CWP’s achievement of revenue, OFCF and government collection goals. There is no guaranteed bonus amount. The actual amount of the annual bonus paid to the Officers will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the compensation committee. The compensation committee has the discretion to annually increase or decrease each Officer’s target annual bonus.
In addition, each Officer will participate in our equity compensation programs. Pursuant to these programs, they will each be entitled to receive Annual Equity Awards in the form of PSUs, SARs, or other forms of equity as determined by the compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. For 2022, 2023 and 2024, the target value of these Annual Equity Awards was $2.5 million for Mr. Noyes, $2.25 million for Mr. Hussain, $2.0 million for Mr. Winter. Ms. Lorenzo’s target Annual Equity Award of $1.5 million for 2022 and 2023 was increased to $2.0 million for 2024 in connection with her appointment as General Manager of CWP. The compensation committee has the discretion to annually increase or decrease each Officer’s Annual Equity Award value.
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. In connection with Ms. Lorenzo’s appointment as General Manager of CWP in January 2024, we agreed to continue her housing allowance of $4,000 per month and tuition support of up to $25,000 per year per child.
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,
2017,2023, awards with respect to
10,116,012839,783 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 are also U.S. taxpayers, 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. For compensation deferred in 2024, the compensation committee increased the interest rate to 9.5%. 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 a U.S. taxpayer, arewere eligible to participate under the Deferred Compensation Plan. The Deferred Compensation Plan was not effective in 2017during 2023. Messrs. Nair, Noyes and noneWinter, each a U.S. taxpayer as of our NEOs hadDecember 31, 2023, have deferred compensation under the Deferred Compensation PlanPlan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Company
Plan | | Executive contributions in 2023 ($)(1) | | Registrant contributions in 2023 ($) | | Aggregate earnings in 2023 ($)(1) | | Aggregate withdrawals/ distributions ($) | | Aggregate balance at 12/31/23 ($)(1) |
| Balan Nair | | LLA | | 955,000 | | — | | 281,297 | | 1,750,562 | | 3,415,947 |
| | LG | | — | | — | | — | | — | | — |
| Christopher Noyes | | LLA | | — | | — | | 5,631 | | 785,430 | | — |
| | LG | | — | | — | | — | | — | | — |
| John Winter | | LLA | | — | | — | | 62,703 | | 302,088 | | 745,025 |
| | LG(2) | | — | | — | | 6,559 | | — | | 80,495 |
(1)These totals include amounts deferred by such executive in fiscal year 2023 and the following above-market earnings that were credited to the named executive officer’s deferred compensation account during 2023:
| | | | | | | | | | | | | | |
| Name | | Company Plan | | 2023 Above-market Earnings ($) |
| Balan Nair | | LLA | | 43,767 |
| | LG | | — |
| Christopher Noyes | | LLA | | — |
| | LG | | — |
| John Winter | | LLA | | 10,564 |
| | LG | | 1,105 |
(2) Prior to the Split-Off, Mr. Winter were permitted to defer a portion of annual base salary and annual cash bonus under the Liberty Global, Inc. Deferred Compensation Plan (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 Mr. Winter’s accounts under the LG Deferred Compensation Plan, which was initially set at 8.5% per year, compounded daily, for amounts deferred by Mr. Winter during 2017.
Potential Payments upon Termination or Change in Control
The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of us as of December
29, 2017.31, 2023. 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, 2023. 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, 2023, 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 29, 2023 (the last trading day of LILA or LILAK shares because our common shares did not begin trading until January 2, 2018.2023). On January 2, 2018,December 29, 2023, the closing market price for LILA, LILAB and LILAK shares was as follows:
•LILA shares $21.58shares: $7.31
•LILAB shares: $8.00
•LILAK shares $21.39shares: $7.34
