UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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¨     Soliciting Material Pursuant to § 240.14a-12
Liberty Latin America Ltd.
 
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LIBERTY LATIN AMERICA LTD.
Clarendon House,
2 Church Street,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000
March 31, 2021April 4, 2022
Dear Shareholder:
You are invited to attend the 20212022 Annual General Meeting of Shareholders of Liberty Latin America Ltd. to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on Wednesday,Tuesday, May 12, 2021,17, 2022, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA.
In order to attend the Annual General Meeting, you must register in advance at www.proxydocs.com/LILA prior to 5:00 p.m. New York City time on May 10, 2021.13, 2022. Upon completion of your registration, you will receive further instructions via email approximately one hour prior to the start of the meeting, including a unique link that will allow you to access the meeting and to submit questions during the meeting. Shareholders will only be able to attend the Annual General Meeting in person via the live audio-only webcast. At the Annual General Meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of Annual General Meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 20212022 Annual General Meeting of Shareholders, please read the enclosed proxy materials and then promptly vote via the internet or telephone or, by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your continued support and interest in Liberty Latin America Ltd.
Very truly yours,

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Michael T. Fries
Executive Chairman
Liberty Latin America Ltd.



The Notice of Internet Availability of Proxy Materials relating to the Annual General Meeting is first being mailed on or about April 1, 2021,7, 2022, and the proxy materials relating to the Annual General Meeting will first be made available on or about the same date.




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LIBERTY LATIN AMERICA LTD.
Clarendon House,
2 Church Street,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be Held on May 12, 202117, 2022
NOTICE IS HEREBY GIVEN of the 20212022 Annual General Meeting of Shareholders (the AGM) of Liberty Latin America Ltd. (Liberty Latin America) to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on Wednesday,Tuesday, May 12, 2021,17, 2022, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA. At the Annual General Meeting, our shareholders will consider and vote on the following proposals:
1.    A proposal (which we refer to as the director election proposal) to elect Charles H.R. Bracken, Balan NairMiranda Curtis, Brendan Paddick and Eric L. ZinterhoferDaniel E. Sanchez to serve as Class III members of our board of directors until the 20242025 Annual General Meeting of Shareholders or their earlier resignation or removal;
2.    A proposal (which we refer to as the auditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021,2022, and to authorize our board of directors, acting by the audit committee, to determine the independent auditors remuneration; and
3.    A proposal (which we refer to as the say-on-payESPP proposal) to approve on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Officers and Directors Compensation;” and
4.    A proposal (which we refer to as the incentive plan proposal) to approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000.Employee Stock Purchase Plan.
You may also be asked to consider and vote on such other business as may properly come before the AGM.
All shareholders of Liberty Latin America are cordially invited to attend the AGM via the live audio-only webcast. Holders of record of our Class A common shares, par value $0.01 per share, and Class B common shares, par value $0.01 per share, in each case, issued and outstanding as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on March 22, 2021,2022, the record date for the AGM, will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM. The holders of record of our Class C common shares, par value $0.01 per share, are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.



Our board of directors has unanimously approved each proposal and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal the say-on-pay proposal, and the incentive planESPP proposal.



Votes may be cast in person at the AGM via the live audio-only webcast or by proxy prior to the AGM by telephone, via the internet or by mail.
YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the AGM.
By Order of the Board of Directors,
 
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John M. Winter
Senior Vice President, Chief Legal Officer and Secretary
Denver, Colorado
March 31, 2021April 4, 2022
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE AGM, PLEASE VOTE BY PROXY PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.




TABLE OF CONTENTS
Page
PROXY STATEMENT
Notice and Access of Proxy Materials
Voting Matters and Board Recommendations

QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

CORPORATE GOVERNANCE
Code of Conduct and Code of Ethics
Director Independence
Board Composition
Board Leadership Structure
Board Role in Risk Oversight
EXECUTIVE OFFICERS
BOARD AND COMMITTEES OF THE BOARD
Board and Committees of the Board
Shareholder Communication with Directors
Executive Sessions
Involvement in Certain Proceedings
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Security Ownership of Management
Change in Control
Delinquent Section 16(a) Reports
PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSAL
The Board
Vote and Recommendation
Nominees for Election of Directors
Directors Whose Term Expires in 2021
Directors Whose Term Expires in 2022
Directors Whose Term Expires in 2023
Directors Whose Term Expires in 2024
PROPOSAL 2 - THE AUDITORS APPOINTMENT PROPOSAL
Vote and Recommendation
Audit Fees and All Other Fees
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
PROPOSAL 3 - THE SAY-ON-PAYESPP PROPOSAL
PROPOSAL 4 - THE INCENTIVE PLAN PROPOSAL

Summary of the ESPP
Federal Income Tax Information
New Plan Benefits
Vote and Recommendation
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
Executive Summary
Compensation Discussion and Analysis
Compensation Committee Report
Summary Compensation
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Employment and Other Agreements
Aircraft Policy
Incentive Plans
Nonqualified Deferred Compensation Plan
Potential Payments upon Termination or Change in Control
Change in Control
CEO Pay Ratio
Director Compensation
20202021 Compensation of Directors
EQUITY COMPENSATION PLAN INFORMATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
SHAREHOLDER PROPOSALS
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EQUITY COMPENSATION PLAN INFORMATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
SHAREHOLDER PROPOSALS
ADDITIONAL INFORMATION
APPENDIX A: Liberty Latin America 2018 IncentiveEmployee Stock Purchase Plan (Amended and Restated effective May 12, 2021)72
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LIBERTY LATIN AMERICA LTD.
a Bermuda exempted company
Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000

PROXY STATEMENT FOR THE

20212022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are furnishing this proxy statement in connection with the board of directors’ solicitation of proxies for use at our 20212022 Annual General Meeting of Shareholders (the AGM) to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), via a live audio-only webcast on Wednesday,Tuesday, May 12, 2021,17, 2022, or at any adjournment or postponement of the AGM. At the AGM, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). We are soliciting proxies from holders of record as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on March 22, 2021,2022, of our Class A common shares, par value $0.01 per share (LILA), and Class B common shares, par value $0.01 per share (LILAB). The holders of our Class C common shares, par value $0.01 per share (LILAK, together with LILA and LILAB, our common shares), are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM. This proxy statement is also being made available to holders of LILAK.
Under Bermuda law, holders of a company’s common shares are referred to as “members,” but for convenience, they are referred to in this proxy statement as “shareholders.” In this proxy statement, the terms “we,” our,” our company and “us” refer, as the context requires, to Liberty Latin America Ltd. (Liberty Latin America) or collectively to Liberty Latin America and its subsidiaries.
On December 29, 2017, the split-off of our company (formerly a wholly-owned subsidiary of Liberty Global plc (Liberty Global)) from Liberty Global was completed (the Split-Off). Following the Split-Off, our assets and liabilities consisted of the businesses, assets and liabilities that were formerly attributed to Liberty Global’s “LiLAC Group,” which consisted largely of Liberty Global’s Latin America and Caribbean businesses (the LiLAC Group) including Cable & Wireless Communications Limited (C&W), VTR.com SpA, a then 60% ownership interest in Liberty Cablevision of Puerto Rico LLC (Liberty Puerto Rico) and related cash and cash equivalents and indebtedness. During 2018, we acquired the remaining 40% interest in Liberty Puerto Rico from Searchlight Capital Partners, as well as an 80% interest in Cabletica S.A., a leading cable operator in Costa Rica, from Televisora de Costa Rica S.A. in an all cash transaction. During 2019, we executed a definitive agreement to acquire AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands in an all-cash transaction based on an enterprise value of $1.95 billion on a cash- and debt-free basis, subject to certain adjustments, which was completed on October 31, 2020 (the AT&T Acquisition). In 2019, we also sold one of our subsidiaries, Cable & Wireless Seychelles, to a consortium of local investors based upon an enterprise value of approximately $104 million on a cash- and debt-free basis (the Seychelles Disposition). During 2020, we executed a definitive agreement to acquire Telefonica S.A.’s wireless operations in Costa Rica in an all-cash transaction based on an enterprise value of $500 million on a cash- and debt-free basis.
Notice and Access of Proxy Materials
We have elected, in accordance with the Securities and Exchange Commission’s (the SEC) “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the e-proxy notice) to our shareholders and to post our proxy statement and our annual report to our shareholders (collectively, the proxy materials) electronically. The e-proxy notice is first being mailed to our shareholders on or about Apri1 1, 2021.April 7, 2022. The proxy materials will first be made available to our shareholders on or about the same date.
The e-proxy notice instructs you how to access and review the proxy materials and how to submit your proxy via the internet or by telephone. The e-proxy notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.
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Voting Matters and Board Recommendations
The board of directors of Liberty Latin America (the Board) has unanimously approved each proposal and recommends that the holders of shares of LILA and LILAB (together, the voting shares):
1.    Vote “FOR” the proposal (which we refer to as the director election proposal) to elect Charles H.R. Bracken, Balan NairMiranda Curtis, Brendan Paddick and Eric L. ZinterhoferDaniel E. Sanchez to serve as Class III members of our board of directors until the 20242025 Annual General Meeting of Shareholders or their earlier resignation or removal;
2.    Vote “FOR” the proposal (which we refer to as the auditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021,2022, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration; and
3.    Vote “FOR” the proposal (which we refer to as the say-on-payESPP proposal) to approve on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Officers and Directors Compensation”; and
4.    Vote “FOR” the proposal (which we refer to as the incentive plan proposal) to approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000.Employee Stock Purchase Plan.
The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on proposals.

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QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement before voting.
When and where is the AGM?
The AGM will be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on May 12, 2021,17, 2022, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA.
Who may vote at the AGM and what is the record date for the AGM?
Holders of shares of LILA and LILAB, as recorded in our share register as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on March 22, 20212022 (such date and time, the record date for the AGM), will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof (shareholders of record).
What is the purpose of the AGM?
At the AGM, you will be asked to consider and vote on each of the following:
1.    the director election proposal, to elect Charles H.R. Bracken, Balan NairMiranda Curtis, Brendan Paddick and Eric L. ZinterhoferDaniel E. Sanchez to serve as Class III members of our board of directors until the 20242025 Annual General Meeting of Shareholders or their earlier resignation or removal;
2.    the auditors appointment proposal, to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021,2022, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration; and
3.    the say-on-pay proposal,to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Officers and Directors Compensation”; and
4.    the incentive planESPP proposal, to approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000.Employee Stock Purchase Plan.
You may also be asked to consider and vote on such other business as may properly come before the AGM, although we are not aware at this time of any other business that might come before the AGM.
What constitutes a quorum at the AGM?
In order to conduct the business of the AGM, a quorum must be present. A majority of the total voting power of the issued and outstanding shares entitled to vote at the AGM must be present or represented by proxy in order to constitute a quorum. For purposes of determining a quorum, your voting shares will be included as represented at the AGM even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of voting shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those voting shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those voting shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See —What are ‘broker non-votes’ and how are they treated? below.
What are the requirements to elect the directors and approve each of the other proposals?
Each director nominee who receives a plurality of the combined voting power of the voting shares present in person via the live audio-only webcast or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, will be elected to office.
Approval of each of the auditors appointment proposal the say-on-pay proposal and the incentive planESPP proposal requires the affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class.
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If the auditors appointment proposal or the say-on-pay proposal fails to receive the required affirmative vote of the majority of those present in person via the live audio-only webcast or proxy at the AGM solely by reason of broker non-votes or abstentions, the Board
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will nevertheless take note of the positive indication given by the receipt of an affirmative majority of the votes cast and proceed accordingly.
How does the Board recommend that I vote my shares?
The Board has unanimously approved each of the proposals and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal the say-on-pay proposal, and the incentive planESPP proposal.
How many votes do shareholders of record have at the AGM?
At the AGM, shareholders of record of LILA will have one vote per share and shareholders of record of LILAB will have 10 votes per share, in each case, that our records show are owned as of the record date. As of the record date, an aggregate of 49,041,66945,045,489 shares of LILA and 1,932,3851,930,907 shares of LILAB were outstanding and entitled to vote at the AGM. There were, as of the record date, 10,91510,814 and 2524 shareholders of record of LILA and LILAB, respectively (which amounts do not include the number of shareholders whose shares were held of record by banks, brokers or other nominees, but include each such institution as one holder). Shares of LILAK are non-voting, except where otherwise required by applicable law and our Bye-laws.
What is the difference between a shareholder of record and a beneficial owner?
These terms describe how your common shares are held. If your common shares are registered directly in your name with Computershare, our transfer agent, you are a shareholder of record and the proxy materials are being sent directly to you by Liberty Latin America. If your common shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the common shares held in street name and the proxy materials are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your voting shares by following the instructions on the proxy card.
What do shareholders of record need to do to vote on the proposals?
Shareholders of record of our voting shares as of the record date may vote in person via the live audio-only webcast at the AGM, or by submitting a proxy vote by telephone, or through the internet prior to the AGM. Alternatively, if they received a paper proxy card, they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for proxy voting by using the telephone or the internet prior to the AGM are printed on the e-proxy notice or proxy card. In order to vote through the internet, holders should have their e-proxy notices or proxy cards available, so they can input the required information from the e-proxy notice or the proxy card, and log onto the internet website address shown on the e-proxy notice or the proxy card. When holders log onto the internet website address, they will receive instructions on how to vote their voting shares. The telephone and internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Unless subsequently revoked, our voting shares represented by a proxy submitted as described herein and received at or before the AGM will be voted in accordance with the instructions on the proxy.
YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the AGM via the live audio-only webcast. You may change your vote at the AGM.
If you submit a properly executed proxy, by proxy card or by telephone or through the internet, without indicating any voting instructions as to a proposal enumerated in the Meeting Notice, the shares represented by the proxy, or voted by telephone or through the internet, will be voted “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal the say-on-pay proposal, and the incentive planESPP proposal.
If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the director election proposal and it will have the same effect as a vote “AGAINST” each of the auditors appointment proposal the say-on-pay proposal and the incentive planESPP proposal.
If you do not submit a proxy or you do not vote in person via the live audio-only webcast at the AGM, your voting shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).
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What do beneficial owners need to do to vote on the proposals?
If you hold your voting shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your voting shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, all of the proposals described in this proxy statement other than the auditors appointment proposal. Accordingly, to ensure your voting shares held in street name are voted on these matters, we encourage you to promptly provide specific voting instructions to your broker, bank or other nominee.
What are “broker non-votes” and how are they treated?
A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the AGM, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal. Broker non-votes are counted as voting shares that are present and entitled to vote for purposes of determining a quorum. Broker non-votes will have no effect on the election of each director nominee but will have the same effect as a vote “AGAINST” each of the auditors appointment proposal the say-on-pay proposal and the incentive planESPP proposal because this proposaleach of these proposals requires an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and a non-vote is not counted as an affirmative vote.
You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LILA and LILAB or how to change your vote or revoke your proxy.
How do I vote any of my shares that are held in the Liberty Puerto Rico 401(k) Savings Plan the Liberty Global 401(k) Savings and Stock Ownership Plan, or the Liberty Latin America 401(k) Savings and Stock Ownership Plan?
If you hold LILA shares through your account in the Liberty Puerto Rico 401(k) Savings Plan the Liberty Global 401(k) Savings and Stock Ownership Plan, or the Liberty Latin America 401(k) Savings and Stock Ownership Plan, the trustees for the applicable plan are required to vote your LILA shares as you specify. To allow sufficient time for the trustees to vote your LILA shares, your voting instructions must be received by 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on May 5, 2021.10, 2022. To vote such shares, please follow the instructions provided by the trustees for the applicable plan.
What if I respond and indicate that I am abstaining from voting?
A properly submitted proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of voting shares represented and entitled to vote at the AGM, will not be treated as votes cast at the AGM. Abstentions will have no effect on the election of each director nominee but will have the same effect as a vote “AGAINST” each of the auditors appointment proposal the say-on-pay proposal and the incentive planESPP proposal because each of these proposals require an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, and an abstention is not counted as an affirmative vote.
Can I change my vote?
Shareholders of record may change their vote any time before the polls close at the AGM, which can be done via the Internet or by telephone, or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Latin America Ltd., c/o Secretary 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States before the start of the AGM.
Your attendance at the AGM will not, by itself, revoke a prior vote or proxy from you.
If your voting shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.
Who may attend, and who may vote at, the AGM?
All shareholders of Liberty Latin America may attend the AGM. Please follow the instructions on the meeting website to speak and vote in person via the live audio-only webcast at the AGM. Only shareholders of record (holders of record of our voting shares as of the record date, 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on March 22, 2021)2022) are
54


entitled to vote at the AGM or any adjournment or postponement thereof. Holders of LILAK shares will not be entitled to vote on any of the proposals.
If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person via the live audio-only webcast at the AGM. Any corporation that is a shareholder of record may by written instrument authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such written instrument at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Latin America. If you are a beneficial owner, you may also attend and speak at the AGM. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the AGM.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM (note that you may change your vote at the AGM) via the live audio-only webcast.
A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM.
How is Liberty Latin America soliciting proxies and who will pay the cost of soliciting proxies?
We are soliciting proxies by means of our proxy materials on behalf of the Board. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the e-proxy notices and, if requested, paper proxy materials to you and getting your voting instructions. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $12,500,$15,000, plus reasonable out of pocket expenses. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of common shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.
May I choose the method in which I receive future proxy materials?
Registered shareholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.computershare.com/investor. Shareholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by internet at www.proxyvote.com by following the prompts. Also, shareholders who hold shares through a broker, bank or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered shareholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Computershare, at (877) 373-6374 (outside the United States +1 (781) 575-3100). Shareholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.
What is “householding”?
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” the proxy materials. This means that only one copy each of the proxy materials or e-proxy notice is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the proxy materials or e-proxy notice to you if you call, email or mail our Investor Relations Department, +1 (303) 925-6000 or ir@lla.com or Liberty Latin America Ltd., Attention: Investor Relations Department, 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or mailing address.
When will Liberty Latin America announce the voting results?
We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC.SEC after the AGM.
What do I do if I have additional questions?
If you have any further questions about voting or attending the AGM, please call Liberty Latin America Investor Relations at +1 (303) 925-6000 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1 (888) 750-5834.(877) 750-8312. Banks and brokers may call collect at +1 (212) 750-5833.

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CORPORATE GOVERNANCE
Code of Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our senior executive officers and senior financial officers, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Both codes are available on our website at www.lla.com.
Director Independence
It is our policy that a majority of the members of the Board be independent of our management. For a director to be deemed independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist the Board in determining which of our directors qualify as independent for purposes of Nasdaq rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of the Board follows Nasdaq’s corporate governance rules on the criteria for director independence.
Board Composition
As described below under Proposal 1The Director Election Proposal, the Board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, technology, venture capital, private equity, law, tax, real estate, finance, auditing, engineering and Latin American and Caribbean businesses. For more information on our policies with respect to board candidates, see Board and Committees of the BoardCommittees of the BoardNominating and Corporate Governance Committee.
Board Leadership Structure
The Board has separated the positions of Executive Chairman and Chief Executive Officer (principal executive officer). Michael T. Fries holds the position of Executive Chairman, leads the Board and board meetings and provides strategic guidance to our Chief Executive Officer. Balan Nair, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists the Board in fulfilling its duties.
Board Role in Risk Oversight
The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. Our audit committee oversees management of financial risks, risks relating to potential conflicts of interest, cybersecurity and information security risks, and our overall enterprise risk management program. Our compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. Our nominating and corporate governance committee oversees risks associated with the independence of the Board. These committees then provide reports periodically to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, and other risks, including cybersecurity and information security risks. Our management reporting processes include regular reports from our Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our Internal Audit group.
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EXECUTIVE OFFICERS
The following lists the executive officers of our company (other than Michael T. Fries and Balan Nair, Executive Chairman and our President and Chief Executive Officer (CEO), respectively, who also serve as directors of our company and who are listed under Proposal 1The Director Election Proposal), their ages and a description of their business experience, including positions held with our company. On March 8, 2021, we announced that we removed the role of Chief Operating Officer (COO). Betzalel Kenigsztein, formerly Liberty Latin America’s COO, has been appointed as the Executive Director and General Manager of Cable & Wireless Panama. Liberty Latin America also announced on March 8, 2021, that Vivek Khemka, previously Liberty Latin America's Chief Technology and Product Officer (CTPO), will be relocating from Denver, United States to Santiago, Chile to become the General Manager of VTR.
Name
 
Positions
 
Christopher NoyesRocio Lorenzo
 
Age: 5046
Ms. Lorenzo has served as the Chief Customer Officer (CCO) and a Senior Vice President of our company since July 2021. In this capacity, she is responsible for our customers’ experience and life time value and leads our customer teams, including Digital, Customer Operations and Commercial Programming. Prior to joining Liberty Latin America, Ms. Lorenzo was a Managing Director and Senior Partner of Boston Consulting Group from March 2007 to July 2021 where she led its telecommunications practice and advised leading telecommunications companies on commercial, digital and business transformation.
Christopher Noyes
Age: 51
Mr. Noyes has served as the Chief Financial Officer and a Senior Vice President of our company since December 2017. In this capacity, he is responsible for Liberty Latin America’s finance and treasury operations, including commercial finance, tax and financial planning, accounting and external reporting matters, investor relations and strategic oversight for the financial performance of the company and its operations. Mr. Noyes became the Chief Financial Officer for Liberty Global’sGlobal plc’s (Liberty Global) Latin America operations in September 2014, which became the LiLAC Group of Liberty Global in July 2015. Prior to this, Mr. Noyes held multiple senior management positions with Liberty Global, including Managing Director, Investor Relations and Business Analysis. Mr. Noyes joined Liberty Global in June 2005 as Vice President, Investor Relations. Prior to joining Liberty Global, Mr. Noyes was an investment banker at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette for over five years collectively.
John M. Winter
 
Age: 4849
Mr. Winter has served as the Chief Legal Officer, Secretary and a Senior Vice President of the company since December 2017. In this capacity, he is responsible for oversight of all legal matters affecting Liberty Latin America and risk management within the company, including legal support for corporate governance, financial reporting, litigation, mergers and acquisitions, and commercial contracts, regulatory and general compliance. Prior to December 2017, Mr. Winter was a Managing Director, Legal for Liberty Global where he was responsible for various legal matters, including legal support for financial reporting, mergers and acquisitions, compliance and governance. Mr. Winter joined Liberty Global as a Vice President, Legal in July 2013. Prior to joining Liberty Global, Mr. Winter was with the law firm Baker Botts L.L.P. for more than five years, and most recently as a partner in the corporate department, specializing in public and private acquisitions, financings and financial reporting.
Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of our current executive officers or directors, by blood, marriage or adoption.

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BOARD AND COMMITTEES OF THE BOARD
Board and Committees of the Board
Committee Membership
AuditCompensationNominating & Corporate GovernanceExecutive Committee
Charles H.R. Bracken
Miranda CurtislChairl
Alfonso de Angoitia Noriegal
Michael T. Friesl
Paul A. GouldChairll
Balan Nairl
Brendan Paddickl
Daniel E. SanchezChair
Eric L. Zinterhoferl
Board and Committee Meetings
During 2020,2021, we had 6eight meetings of our full Board, 6five meetings of our audit committee, 7three meetings of our compensation committee, 1 meetingtwo meetings of our nominating and corporate governance committee, and 7five meetings of our executive committee. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our Board and each committee on which he or she served. Our Board encourages all members to attend each annual general meeting of our shareholders. For our 20202021 AGM, all nine of our board members attended virtually, as the AGM was a virtual meeting given the COVID-19 pandemic.
Executive Committee
The Board has established an executive committee, whose members are Michael T. Fries and Balan Nair. Subject to the limitations of Bermuda law, the executive committee may exercise all the powers and authority of the Board in the management of our business and affairs, including, but not limited to, the power and authority to issue any class of our shares.
Compensation Committee
The Board has established a compensation committee, whose chairman is Miranda Curtis and whose other members are Paul A. Gould and Eric L. Zinterhofer. See Corporate Governance—Director Independence above.
The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO and our other executive officers. The compensation committee may also make recommendations to the Board with respect to our incentive compensation plans and equity based plans, and will administer such plans, with authority to make and modify grants under, and to approve or disapprove participation in, such plans. For a description of our current processes and policies for consideration and determination of executive compensation, including the role of our CEO and outside consultants in determining or recommending amounts and/or forms of compensation, see Executive Officers and Directors Compensation—Compensation Discussion and Analysis.
The Board has adopted a written charter for the compensation committee, which is available on our website at www.lla.com.
Compensation Committee Interlocks and Insider Participation
In 2020,2021, the compensation committee of our Board consisted of Miranda Curtis, Paul A. Gould and Eric L. Zinterhofer during the entirety of the year. No member of our compensation committee is or has been an officer or employee of our company, or has engaged in any related party transaction in which our company was a participant.   
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Nominating and Corporate Governance Committee
The Board has established a nominating and corporate governance committee, whose chairman is Daniel E. Sanchez and whose other members are Miranda Curtis and Paul A. Gould. See Corporate Governance—Director Independence above.
The nominating and corporate governance committee identifies individuals qualified to become board members consistent with criteria established or approved by the Board from time to time, identifies director nominees for upcoming annual general meetings, develops corporate governance guidelines applicable to our company and oversees the evaluation of the Board and management.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such recommendations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, Liberty Latin America Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Shareholder recommendations must be made in accordance with our Bye-Laws, as discussed under Shareholder Proposals in this proxy statement, and contain the following information:
•    the name and address of the proposing shareholder and the beneficial owner, if any, on whose behalf the nomination is being made, as they appear on our share register, and documentation indicating the class or series and number of our common shares owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
•    the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
•    a statement detailing any relationship, arrangement or understanding between the proposing shareholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing shareholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing shareholder(s) or beneficial owner (each a Proposing Person);
•    a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of the Board;
•    any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;
•    a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
•    a representation by each Proposing Person who is a holder of record of our common shares as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual general meeting of shareholders and intends to appear in person or by proxy at the annual general meeting of shareholders at which the person named in such notice is to stand for election;
•    a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;
•    a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Shareholder Associated Person) (including the details of such assistance, funding or consideration); and
•    a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the Proposing Person or any Shareholder Associated Person,
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the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Shareholder Associated Person.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and judgment and should be committed to the long-term interests of our shareholders and our company. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:
•    independence from management;
•    his or her unique background, including education, professionalfinancial, industry, regional and business experience and expertise, relevant skill sets;sets and diversity of race, ethnicity, gender and sexual orientation;
•    understanding of our business and the markets in which we operate;
•    judgment, skill, integrity and reputation;
•    existing commitments to other businesses as a director, executive or owner;
•    personal conflicts of interest, if any; and
•    the size and composition of our existing Board, including whether the potential director nominee would positively impact the composition of the Board by bringing a new perspective or viewpoint to the Board.
The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
The nominating and corporate governance committee does not have a formal policy with respect to diversity; however, the Board and the nominating and corporate governance committee believe that it is important that our Board members represent diverse viewpoints. In December 2021, the Board and the nominating and corporate governance committee affirmed their commitment to diversity when the Board amended our corporate governance guidelines and the committee’s charter to provide that the nominating and corporate governance committee will consider diversity of race, ethnicity, gender and sexual orientation when evaluating nominees for the Board.We believe the composition of our Board, as reflected in the table below, further demonstrates our commitment to board diversity.

Board Diversity Matrix (as of 12/31/2021)
Total Number of Directors9
FemaleMale
Part I: Gender Identity
Directors18
Part II: Demographic Background
Asian1
Hispanic or Latinx1
White4
Did Not Disclose Demographic Background3
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with
10


management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the Board, it may recommend to the full Board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting of shareholders, the nominating and corporate governance committee will consider, the director’s past attendance at, and participation in, meetings of the Board and its committees and the director’s formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is a member.
The members of our nominating and corporate governance committee have determined that Ms. Curtis and Messrs. Bracken, NairPaddick and Zinterhofer,Sanchez, who are nominated for election at the AGM, continue to be qualified to serve as directors of our company and such nominations were approved by the entire Board.
The Board has adopted a written charter for the nominating and corporate governance committee. The charter is available on our website at www.lla.com.
Audit Committee
The Board has established an audit committee, whose chairman is Paul A. Gould and whose other members are Miranda Curtis, Alfonso de Angoitia Noriega, and Brendan Paddick. See Corporate Governance—Director Independence above.
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The Board has determined that each member of the audit committee qualifies as an “audit committee financial expert” under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:
•    overseeing our management’s processes and activities relating to (i) maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements, (ii) the independent auditor’s qualifications and independence, (iii) the performance of our internal audit function and independent auditor and (iv) compliance with applicable laws and stock exchange rules;
•    the recommendation to our shareholders of the appointment, retention, termination and compensation of the independent auditor;
•    oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services;
•    reviewing and preapproving all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor, subject to a de minimus exception for non-audit services;
•    reviewing any matters identified as critical audit matters by the independent auditor; and
•    preparing a report for our annual proxy statement.
The Board has adopted a written charter for the audit committee, which is available on our website at www.lla.com.
Audit Committee Report
The audit committee reviews our financial reporting process on behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent registered public accounting firm, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of our internal control over financial reporting.
Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control over financial reporting and KPMG LLP’s evaluation of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, including that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.
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KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with KPMG LLP that firm’s independence from the company and its subsidiaries.
Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20202021 (the 20202021 Form 10-K), which was filed on March 1, 2021February 23, 2022 with the SEC.
 
Submitted by the Members of the Audit Committee
Paul A. Gould (chairman)
Miranda Curtis
Brendan Paddick
Alfonso de Angoitia Noriega
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Other
The Board, by resolution, may from time to time establish other committees of the Board, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.
Shareholder Communication with Directors
Our shareholders may send communications to the Board or to individual directors by mail addressed to the Board or to an individual director c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. All such communications from our shareholders will be forwarded to our directors on a timely basis.
Executive Sessions
Under the Nasdaq’s corporate governance rules, the independent directors are required to meet in regularly scheduled executive sessions, without management participation. In 2020,2021, the independent directors had two such executive sessions. Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Liberty Latin America Ltd., c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. The current independent directors of our company are Charles H.R. Bracken, Miranda Curtis, Alfonso de Angoitia Noriega, Paul A. Gould, Brendan Paddick, Daniel E. Sanchez and Eric L. Zinterhofer.
Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners
The following table sets forth information concerning our common shares beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of LILA and LILAB, which are our company’s voting securities. Beneficial ownership of our LILAK shares is set forth below only to the extent known by us or ascertainable from public filings. All of the information reported in the table below is based on publicly available filings.
The security ownership information is given as of March 16, 2021,February 28, 2022, and, in the case of percentage ownership information, is based upon (1) 49,022,82243,934,849 shares of LILA, (2) 1,932,3851,930,907 shares of LILAB and (3) 181,152,760181,428,426 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.
Our common shares that are issuable on or within 60 days after March 16, 2021February 28, 2022 upon exercise of options, or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of shares of LILAB, though convertible on a one-for-one basis into shares of LILA, is reported as beneficial ownership of shares of LILAB, and not as beneficial ownership of shares of LILA, but the voting power of shares of LILA and LILAB has been aggregated.
So far as is known to us, the persons or entities indicated below have sole voting and dispositive power with respect to the common shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
Name and Address of Beneficial OwnerTitle of Class
Amount and Nature of
Beneficial Ownership
Percent of
Class (%)
Voting
Power (%)
John C. MaloneLILA1,936,055 (1)(3)(4)4.4 27.3 
c/o Liberty Latin America Ltd.LILAB1,535,757 (2)(5)79.5 
Clarendon House, 2 Church StreetLILAK9,298,551 (1)(3)(4)(5)5.1 
Hamilton HM 11, Bermuda
Michael T. FriesLILA252,374 (6)*3.2 
c/o Liberty Latin America Ltd.LILAB175,867 (6)9.1 
Clarendon House, 2 Church StreetLILAK476,608 (6)*
Hamilton HM 11, Bermuda
BlackRock, Inc.LILA3,034,597 (7)6.9 4.6 
55 East 52nd StreetLILAK10,275,435 (7)5.7 
New York, NY 10055
Genesis Investment Management, LLPLILA3,080,066 (8)7.0 3.8 
21 Grosvenor PlaceLILAK14,833,620 (9)8.2 
London
England
SW1X 7HU
Ashe Capital Management, LPLILA4,621,088 (10)10.5 7.3 
530 Sylvan Ave., Suite 101LILAK12,396,561 (10)6.8 
14
13


Name and Address of Beneficial OwnerTitle of Class
Amount and Nature of
Beneficial Ownership
Percent of
Class (%)
Voting
Power (%)
John C. MaloneLILA1,939,689 (1)(3)(4)4.0 25.3 
c/o Liberty Latin America Ltd.LILAB1,535,757 (2)(5)79.5 
Clarendon House, 2 Church StreetLILAK9,300,604 (1)(3)(4)(5)5.1 
Hamilton HM 11, Bermuda
Michael T. FriesLILA526,481 (6)1.1 3.3 
c/o Liberty Latin America Ltd.LILAB175,867 (6)9.1 
Clarendon House, 2 Church StreetLILAK992,380 (6)*
Hamilton HM 11, Bermuda
BlackRock, Inc.LILA3,349,111 (7)6.8 4.8 
55 East 52nd StreetLILAK12,154,081 (7)6.7 
New York, NY 10055
Genesis Investment Management, LLPLILA4,602,862 (8)9.4 4.2 
21 Grosvenor PlaceLILAK14,833,620 (8)8.2
London
England
SW1X 7HU
Ashe Capital Management, LPLILA4,621,088 (9)9.4 6.8
530 Sylvan Ave., Suite 101LILAK12,396,561 (9)6.8 
Englewood Cliffs, New Jersey
07632
Berkshire Hathaway, Inc.LILA2,630,792 (10)5.43.8
3555 Farnam Street
Omaha, NE
68131
Name and Address of Beneficial OwnerTitle of Class
Amount and Nature of
Beneficial Ownership
Percent of
Class (%)
Voting
Power (%)
Englewood Cliffs, New Jersey
07632
Berkshire Hathaway, Inc.LILA2,630,792 (11)6.0 4.2 
3555 Farnam Street
Omaha, NE 68131
*Less than one percent.
(1)Includes 18,65315,019 LILA shares and 38,64531,412 LILAK shares that are subject to options, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of March 16, 2021.February 28, 2022.
(2)Based on information available to our company and the Schedule 13D of Mr. Malone filed with the SEC on January 8, 2018 (the Malone Schedule 13D). As disclosed in the Malone Schedule 13D, Mr. Fries, Mr. Malone and the Malone Trust (as defined below) entered into a letter agreement dated as of December 29, 2017 (the Letter Agreement) pursuant to which, under certain circumstances, Mr. Fries would have certain rights with respect to LILAB shares owned by a trust with respect to which Mr. Malone is a co-trustee and, with his wife, retains a unitrust interest (the Malone Trust). Pursuant to the terms of the Letter Agreement, for so long as Mr. Fries is employed as a principal executive officer of Liberty Latin America, (a) in the event the Malone Trust or any Permitted Transferee (as defined in the Letter Agreement) is not voting the LILAB shares owned by the Malone Trust, Mr. Fries will have the right to vote such LILAB shares and (b) in the event the Malone Trust or any Permitted Transferee determines to sell such LILAB shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any Permitted Transferee subsequently intends to enter into a sale transaction with a third-party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third-party.
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(3)Includes 29,641 LILA shares and 200,590 LILAK shares held by Mr. Malone's spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(4)Includes 859,555 LILA shares and 2,823,461 LILAK shares held by Columbus Holdings LLC, in which Mr. Malone has a controlling interest.
(5)Includes 19,249 LILAB shares and 5,179 LILAK shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also includes 1,516,508 LILAB shares and 2,011,791 LILAK shares held by the Malone Trust.
(6)Information with respect to our common shares beneficially owned by Mr. Fries, our Executive Chairman, is also set forth in —Security Ownership of Management.
(7)Based on two separate filings, each an Amendment No.2No. 3 to Schedule 13G for the year ended December 31, 20202021 and filed with the SEC on January 29, 2021 and on February 5, 2021, respectively,3, 2022, by BlackRock, Inc. The filings reflect that BlackRock, Inc. has sole voting power over 3,264,5562,921,493 LILA shares and 11,707,18310,016,947 LILAK shares and sole dispositive power over 3,349,1113,034,597 LILA shares and 12,154,08110,275,435 LILAK shares. All shares covered by such filings are held by BlackRock, Inc. and/or its subsidiaries.
(8)Based on the Amendment No. 13 to Schedule 13G and the Schedule 13G, in each case, for the year ended December 31, 2020,2021, filed with the SEC on January 26, 2021,20, 2022, by Genesis Investment Management, LLP (GIM). GIM is an investment advisor to institutional investors and in-house pooled funds for institutional advisors. The filings reflectfiling reflects that GIM has sole voting power over 2,899,3762,378,467 LILA shares and sole dispositive power over 3,080,066 LILA shares.
(9) Based on the Schedule 13G for the year ended December 31, 2020, filed with the SEC on January 26, 2021, by GIM. GIM is an investment advisor to institutional investors and in-house pooled funds for institutional advisors. The filing
14


reflects that GIM has sole voting power over 9,364,642 LILAK shares and sole dispositive power over 4,602,862 LILA shares and 14,833,620 LILAK shares.
(9)(10) Based on two separate filings, each an Amendment No. 2 to Schedule 13G for the year ended December 31, 2020 and filed with the SEC on February 12, 2021 by Ashe Capital Management, LP (Ashe)(Ashe). Ashe is a registered investment advisor which holds LILA and LILAK shares in funds under its management and control, and in such capacity has voting and investment power over such securities. The principals of Ashe are William C. Crowley, William R. Harker and Stephen M. Blass. The filings reflect that Ashe has sole voting power and sole dispositive power over 4,621,088 LILA shares and 12,396,561 LILAK shares, respectively.
(10)(11) Based on the Schedule 13G for the year ended December 31, 2020, filed with the SEC on February 16, 2021, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respective number of LILA shares indicated: National Indemnity Company (1,625,185), GEICO Corporation (1,625,185), Government Employees Insurance Company (1,517,798), GEICO Indemnity Company (107,387), BNSF Master Retirement Trust (368,829), Scott Fetzer Collective Investment Trust (54,907) and Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (581,871). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Indemnity Company, Government Employees Insurance Company and GEICO Indemnity Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.
Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and named executive officers as described below, and by all of our directors and executive officers as a group, of our common shares.
The security ownership information is given as of March 16, 2021,February 28, 2022, and, in the case of percentage ownership information, is based upon (1) 49,022,82243,934,849 shares of LILA, (2) 1,932,3851,930,907 shares of LILAB and (3) 181,152,760181,428,426 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.
Our common shares that are issuable on or within 60 days after March 16, 2021,February 28, 2022, upon exercise of options, or SARs, vesting of RSUs and performance share units (PSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs, PSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person and for the aggregate percentage owned by the directors and
16


executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. Because the exercise prices of our directors’ and executive officers’ share appreciation rights (SARs) were below the closing prices of our common shares on February 28, 2022, their SARs are excluded from the table below. For purposes of the following presentation, beneficial ownership of LILAB, though convertible on a one-for-one basis into LILA, is reported as beneficial ownership of LILAB, and not as beneficial ownership of LILA, but the voting power of LILA and LILAB has been aggregated.
So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the common shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the Liberty GlobalLatin America 401(k) Savings and Stock Ownership Plan as of December 31, 2020,February 28, 2022, for their respective accounts.
Name of Beneficial OwnerTitle of ClassAmount and Nature of Beneficial OwnershipPercent of Class (%)Voting Power (%)
Michael T. FriesLILA526,481 (1)(2)1.1 3.3 
Executive ChairmanLILAB175,867 (3)9.1 
LILAK992,380 (1)(2)*
Alfonso de Angoitia NoriegaLILA13,838 **
DirectorLILAB— — 
LILAK35,146 *
Charles H.R. BrackenLILA76,351 (2)**
DirectorLILAB— — 
LILAK165,340 (2)*
Miranda CurtisLILA9,345 (2)**
DirectorLILAB— — 
LILAK32,770 (2)*
Paul A. GouldLILA119,751 (2)**
DirectorLILAB8,987 *
LILAK301,327 (2)*
Balan NairLILA815,643 (2)(4)1.61.2
President, Chief Executive Officer & DirectorLILAB— — 
LILAK1,569,272 (2)(4)(5)(6)*
Brendan PaddickLILA608,367 1.2*
DirectorLILAB— — 
LILAK1,830,889 1.0
1715


Name of Beneficial OwnerTitle of ClassAmount and Nature of Beneficial OwnershipPercent of Class (%)Voting Power (%)
Daniel E. SanchezLILA5,072 **
DirectorLILAB— — 
LILAK7,777 *
Eric L. ZinterhoferLILA13,802 (7)**
DirectorLILAB— — 
LILAK14,230,841 (7)7.8 
Betzalel KenigszteinLILA135,764 (2)(4)**
General Manager of Cable & Wireless Panama and Former Senior Vice President & Chief Operating OfficerLILAB— — 
LILAK304,034 (2)(4)(5)*
Christopher NoyesLILA229,509 (2)(4)(6)**
Senior Vice President, Chief Financial OfficerLILAB— — 
LILAK404,474 (2)(4)(5)(6)*
John M. WinterLILA117,346 (2)(4)**
Senior Vice President, Chief Legal Officer & SecretaryLILAB— — 
LILAK235,894 (2)(4)(5)(6)*
Vivek KhemkaLILA86,359 (2)(4)**
General Manager of VTR and Former Senior Vice President & Chief Technology and Product OfficerLILAB— — 
LILAK203,825 (2)(4)(5)*
All directors and executive officers as a group (11 persons)LILA2,535,505 (1)(2)(4)(6)(7)5.1 6.3 
LILAB184,854 (3)9.6 
LILAK19,806,110 (1)(2)(4)(5)(6)(7)10.9 
Name of Beneficial OwnerTitle of ClassAmount and Nature of Beneficial OwnershipPercent of Class (%)Voting Power (%)
Michael T. FriesLILA252,374 (1)(2)*3.2 
Executive ChairmanLILAB175,867 (3)9.1 
LILAK476,608 (1)(2)*
Alfonso de Angoitia NoriegaLILA18,136 (2)(4)**
DirectorLILAB— — 
LILAK43,843 (2)(4)*
Charles H.R. BrackenLILA17,177 (2)**
DirectorLILAB— — 
LILAK45,112 (2)*
Miranda CurtisLILA15,944 (2)(5)**
DirectorLILAB— — 
LILAK37,399 (2)(5)*
Paul A. GouldLILA137,831 (2)(4)(5)**
DirectorLILAB8,987 *
LILAK307,300 (2)(4)(5)*
Balan NairLILA562,838 (2)1.3*
President, Chief Executive Officer & DirectorLILAB— — 
LILAK1,188,715 (2)(6)(7)*
Brendan PaddickLILA615,764 (2)(4)1.4*
DirectorLILAB— — 
LILAK1,845,684 (2)(4)1.0
Daniel E. SanchezLILA8,659 (2)**
DirectorLILAB— — 
LILAK14,952 (2)*
Eric L. ZinterhoferLILA21,199 (2)(4)(8)**
DirectorLILAB— — 
LILAK14,245,636 (2)(4)(8)7.9 
Christopher NoyesLILA192,631 (2)(7)**
Senior Vice President, Chief Financial OfficerLILAB— — 
LILAK363,819 (2)(6)(7)*
Rocio LorenzoLILA19,433 (2)**
Senior Vice President, Chief Customer OfficerLILAB— — 
LILAK38,867 (2)*
John M. WinterLILA100,751 (2)**
Senior Vice President, Chief Legal Officer & SecretaryLILAB— — 
LILAK242,611 (2)(6)(7)(9)*
Betzalel KenigszteinLILA89,559 (2)**
General Manager of Cable & Wireless Panama and Former Senior Vice President & Chief Operating OfficerLILAB— — 
LILAK212,359 (2)(6)*
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Name of Beneficial OwnerTitle of ClassAmount and Nature of Beneficial OwnershipPercent of Class (%)Voting Power (%)
Vivek KhemkaLILA96,050 (2)**
General Manager of VTR and Former Senior Vice President & Chief Technology and Product OfficerLILAB— — 
LILAK225,651 (2)(5)*
All directors and executive officers as a group (12 persons)LILA1,962,737 (1)(2)(4)(5)(7)(8)4.4 6.0 
LILAB184,854 (3)9.6
LILAK18,850,546 (1)(2)(4)(5)(6)(7) (8)(9)10.4 
*    Less than one percent
(1)    Includes 9,11112,111 LILA shares and 82,030 LILAK shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Fries disclaims beneficial ownership with respect to these shares.
(2)    Includes our named executive officers’ PSUs and shares issued in payment of our 2021 annual performance bonus program that, are subject to options or SARs, reported on a gross basis, which were exercisablein each case, had been certified as of, orearned by our compensation committee and our directors’ and named executive officers’ RSUs that will be exercisablesettled in our common shares within 60 days of March 16, 2021,February 28, 2022, as follows:
OwnerLILALILAK
Michael T. Fries293,580588,338
Charles H.R. Bracken62,761127,403
Miranda Curtis4,1918,928
Paul A. Gould4,1918,928
Balan Nair460,418920,939
Betzalel Kenigsztein102,536205,096
Christopher Noyes97,324194,672
John M. Winter61,470123,397
   Vivek Khemka50,409100,819
Each SAR represents the right to receive shares equal to the difference between the market value of such shares on the date of exercise and the base price, less applicable withholding taxes.
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OwnerLILALILAK
Michael T. Fries11,35822,716
Alfonso de Angoitia Noriega5381,076
Charles H.R. Bracken3,5877,174
Miranda Curtis3,5877,174
Paul A. Gould3,5877,174
Balan Nair195,022396,023
Brendan Paddick3,5877,174
Daniel Sanchez3,5877,174
Eric L. Zinterhofer3,5877,174
Christopher Noyes54,572110,523
Rocio Lorenzo19,43338,866
John M. Winter44,14789,442
Betzalel Kenigsztein63,892129,163
Vivek Khemka67,275135,929
(3)    Information with respect to the Letter Agreement is set forth in Security Ownership of Certain Beneficial Owners.
(4)     Includes performance-based share unitsshares that had been certifiedthe following directors have chosen to receive in lieu of their cash retainer for the quarter ended March 31, 2022:
OwnerLILALILAK
Alfonso de Angoitia Noriega9521,094
Paul A. Gould168336
Brendan Paddick9521,094
Eric L. Zinterhofer9521,094
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(5)    Includes shares that are subject to options which were exercisable as earned by our compensation committee thatof, or will be settled in our common sharesexercisable within, 60 days of March 16, 2021,February 28, 2022, as follows:
OwnerLILALILAK
Balan Nair31,08964,881
Betzalel Kenigsztein7,17514,973
Christopher Noyes7,17514,973
John M. Winter5,97912,478
Vivek Khemka7,17514,973
OwnerLILALILAK
Miranda Curtis3,0126,382
 Paul A. Gould3,0126,382
(5)(6)    Includes shares held in the Liberty Latin America 401(k) Savings and Stock Ownership Plan, as follows:
OwnerLILALILAK
Balan Nair— 4,9386,340
Christopher Noyes— 6,484
John M. Winter— 6,482
Betzalel Kenigsztein— 3,326
Christopher Noyes— 5,032
John M. Winter— 5,036
Vivek Khemka— 3,9975,415
(6)(7)    Includes shares held by each individual in an IRA, as follows:
OwnerLILALILAK
Balan Nair— 1,139
Christopher Noyes20,000 753
John M. Winter— 176
(7)(8)    Includes 1 share held by Mr. Zinterhofer, 12,068,289 LILAK shares held by Searchlight Leo, LP; 135,314 LILAK shares held by Searchlight Opportunities Fund, LP; 35,79041,506 LILAK shares held by Searchlight Capital Partners, LP; 1,991,448 LILAK shares held by Searchlight Leo Coinvest Partners, LP; and 13,80216,660 LILA shares held by Searchlight Capital Partners, LP. 12,068,289 of the LILAK shares have been pledged to UBS AG, London Branch. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer may be deemed to be the beneficial owner of the securities beneficially owned by these Searchlight affiliates. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by these Searchlight affiliates. Mr. Zinterhofer hereby disclaims beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein and this report shall not be deemed an admission that Mr. Zinterhofer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose.

(9)    Includes 37,705 LILAK shares issuable to Mr. Winter on March 31, 2022 pursuant to his June 2020 election under our deferred compensation plan to defer payment of his 2020 bonus earned, which was estimated based on the amount in his deferral account and the closing price of LILAK shares, in each case, as of March 31, 2022.
Change in Control
We know of no arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.
Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC with respect to our most recent fiscal year and written representations made to us by our executive officers and directors, we believe that, with respect to the year ended December 31, 2020,2021, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10 percent beneficial owners were met.met, except that one Form 4 to report the annual grant of RSUs to Mr. Fries and the annual grant of RSUs and SARs to each of Messrs. Nair, Noyes, Winter and Brian Zook, our chief accounting officer, was filed late due to an inadvertent administrative oversight.
1918


PROPOSAL 1—THE DIRECTOR ELECTION PROPOSAL
The Board
The Board currently consists of nine directors, divided among three classes. Our Class I directors, whose terms will expire at the AGM, are Charles H.R. Bracken, Balan NairMiranda Curtis, Brendan Paddick and Eric L. Zinterhofer.Daniel E. Sanchez. These directors are nominated for election to the Board to continue to serve as Class III directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class III directors who are elected at the AGM will expire at the Annual General Meeting of our shareholders in the year 2024.2025. Our Class III directors, whose termterms will expire at the Annual General Meeting of our shareholders in the year 2022,2024, are Miranda Curtis, Brendan PaddickCharles H.R. Bracken, Balan Nair and Daniel E. Sanchez.Eric L. Zinterhofer. Our Class III directors, whose term will expire at the Annual General Meeting of our shareholders in the year 2023, are Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould.
If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the AGM, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board.
The following lists the three nominees for election as a director at the AGM and the six directors of our company whose term of office will continue after the AGM, and includes, as to each person, how long such person has been a director of our company, such person’s professional background, other public company directorships, other positions and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of the Board. The number of our common shares beneficially owned by each director is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management.
Vote and Recommendation
A plurality of the combined voting power of the voting shares present in person via the live audio-only webcast or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, is required to elect Ms. Curtis and Messrs. Bracken, NairPaddick and ZinterhoferSanchez as Class III members of the Board.
The Board unanimously recommends a vote “FOR” the election of each nominee to the Board.
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Nominees for Election of Directors
Directors Whose Term Expires in 20212022
Miranda Curtis

Age: 66
A director of our company.
Professional Background: Ms. Curtis has served as a director of our company since December 2017. She has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of Liberty Global’s predecessor, Liberty Global Inc., and its predecessor where she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer position with Liberty Global following Liberty Global’s sale of substantially all of its Japanese interests.
Other Public Company DirectorshipsLiberty Global plc & predecessor (since June 2010); Marks & Spencer plc (February 2012 to January 2018); and Sunrise Communications Group AG (since November 2020), a subsidiary of Liberty Global.
Other PositionsForeign and Commonwealth Office (U.K.) (Lead Independent Director 2017 to July 2020). In October 2020, appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George for services to gender equality globally.
Board Membership Qualifications: Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contributes to the Board’s consideration of operational developments and strategies and strengthens the Board’s collective qualifications, skills and attributes.
19


Nominees for Election of Directors
Brendan Paddick

Age: 58
A director of our company.
Professional Background: Mr. Paddick has served as a director of our company since December 2017. He is the founder of Columbus International Inc. (Columbus) and served as its Chief Executive Officer from 2004 until its merger with Cable & Wireless Communications plc in March 2015. The combined company was later sold to Liberty Global in May 2016. At the time, Columbus provided digital video, broadband internet, IP voice, wholesale capacity and IP services, as well as cloud-based corporate data solutions and data center hosting throughout 42 countries in the greater Caribbean, Central American and Andean region. Prior to Columbus, Mr. Paddick served from April 1992 to August 2004 as President and Chief Executive officer of Persona Communications Inc., which provided video, internet, data and telephony services to residential and commercial customers across Canada and The Bahamas.
Other Public Company Directorships: MDA Space Inc. (since April 2020); Clearwater Seafoods Incorporated (from 2006 to January 2021); and Cable & Wireless Communications Plc (March 2015 to May 2016).
Other Positions: Bahamas Telecommunications Company; Nalcor Energy (Chair since December 2016); Churchill Falls (Labrador) Corporation (Chair since 2016); and Honorary Consul for Canada to The Bahamas.
Board Membership Qualifications: Mr. Paddick has extensive experience in the cable telecommunications industry and his capital market experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, and strengthens the Board’s collective qualifications, skills and attributes. Mr. Paddick also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.
Daniel E. Sanchez

Age: 59
A director of our company.
Professional Background: Mr. Sanchez has served as a director of our company since December 2019. Mr. Sanchez was engaged in the private practice of law for approximately three decades, representing individual and business clients in a variety of non-litigation areas. He is a candidate for the Development Committee of the Smithsonian Museum of the American Latino and is active in Latinos for Education, which connects diverse leaders to the education sector to create equity and opportunity for Latino youth. In 2012, Mr. Sanchez earned his master’s degree in tax law (LL.M.), and subsequently focused his practice on the area of tax planning. Mr. Sanchez retired from the practice of law in 2020.
Other Public Company Directorships: Liberty Global (since March 2022); Discovery, Inc. (since May 2017); Lions Gate Entertainment Corp. (from September 2018 to May 2021); and Starz (from January 2013 until December 2016).
Other Positions: MediaBloq (Advisory Board) and MM Blockchain Advisory Services (Advisory Board).
Board Membership Qualifications: Mr. Sanchez brings a unique legal perspective to our Board stemming from his participation on other boards of directors. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of industrial issues.
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Directors Whose Term Expires in 2023
Michael T. Fries
Age: 59


Executive Chairman of our company.
Professional Background:Mr. Fries has served as Executive Chairman of our company since December 2017. He has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into a world leader in converged broadband, video and mobile communications. Liberty Global delivers next-generation products through advanced fiber and 5G networks that connect over 85 million subscribers across Europe and the UK. Liberty Global’s joint ventures in the UK and The Netherlands generate combined annual revenue of over $19 billion, while its remaining operations generate consolidated revenue of more than $7.5 billion. Through its substantial scale and commitment to innovation, Liberty Global is building Tomorrow’s Connections Today, investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Additionally, Liberty Global's investment arm includes a portfolio of more than 75 companies and funds across content, technology and infrastructure, including strategic stakes in companies like ITV, Univision, Plume, Lions Gate and the Formula E racing series.
Other Public Company Directorships: Liberty Global plc & predecessor (since June 2005); Lions Gate Entertainment Corp. (since November 2015); Grupo Televisa S.A.B. (since April 2015); and Sunrise Communications Group AG (since November 2020), a subsidiary of Liberty Global.
Other Positions: Cablelabs® Board Member; The Paley Center for Media — Trustee; and World Economic Forum — Digital Communications Governor & Steering Committee Member.
Board Membership Qualifications: Mr. Fries’ significant executive experience building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of operating a global business and his responsibility for setting the strategic, financial and operational direction for an international company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Throughout his career, Mr. Fries has received several recognitions, including EY Entrepreneur of the Year in Media, Entertainment and Telecommunications, Industry Leader of the Year by Digital TV Europe, and inductions into the Broadcasting & Cable Hall of Fame and the Cable Hall of Fame.
Paul A. Gould
Age: 76


A director of our company.
Professional Background: Mr. Gould has served as a director of our company since December 2017. He has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC (Allen & Company), a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Other Public Company Directorships:Liberty Global plc & predecessor (since June 2005); Ampco-Pittsburgh Corp. (March 2002 to May 2018); Discovery, Inc. (formerly Discovery Communications Inc.) (since September 2008); and Radius Global Infrastructure, Inc. (since February 2020).
Other Positions: Cornell University (Trustee Emeriti); Weill Cornell Medical College (Fellow); and Wildlife Conservation Society (Trustee).
Board Membership Qualifications: Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contributes to the Board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthens the Board’s collective qualifications, skills and attributes.
25


Directors Whose Term Expires in 2023
Alfonso de Angoitia Noriega
Age: 60

A director of our company.
Professional Background: Mr. de Angoitia has served as a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. He has been an Executive Vice President of Grupo Televisa, S.A.B (Televisa) since May 2000 and also serves as a member of its Executive Office of the Chairman. In January 2018, he became a co-Chief Executive Officer of Televisa. From 1999 to 2003, Mr. de Angoitia served as the Chief Financial Officer of Televisa. Televisa is a leading media company in the Spanish-speaking world and a cable operator, as well as a direct-to-home satellite pay television operator in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 50 countries through 26 pay-tv brands, and television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. Prior to joining Televisa, Mr. de Angoitia was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C.
Other Public Company Directorships:Grupo Televisa S.A.B. (since April 1997); Empresas Cablevision, S.A.B. de C.V. (since August 1999); and Fomento Económico Mexicano, S.A.B de C.V (since 2015).
Other Positions: Univision Communications Inc. (director since December 2010); and Grupo Financiero Banorte, S.A.B. de C.V. (director since April 2015).
Board Membership Qualifications: Mr. de Angoitia’s significant executive experience building and managing distribution and programming businesses in the Spanish-speaking world, plus his in-depth knowledge of all aspects of operating a telecommunications company and his responsibility for setting the strategic, financial and operational direction for such company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Mr. de Angoitia also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.

Directors Whose Term Expires in 2024
Charles H.R. Bracken
Age: 5455

A director of our company.
Professional Background: Mr. Bracken has served as a director of our company since December 2017. He has approximately 25 years of experience in fiscalfinancial management. He has been Executive Vice President of Liberty Global since January 2012 and its Chief Financial Officer since January 2017 where he is responsible for Liberty Global’s group finance and treasury operations, as well as capital allocation and finance operations for Liberty Global’s various operations and oversees Liberty Global’s business plan. Mr. Bracken joined Liberty Global in March 1999 and became the Chief Financial Officer for its Europe operations in November 1999 where he served until his appointment as Co-Chief Financial Officer of Liberty Global and its predecessor in February 2004. Prior to joining Liberty Global, Mr. Bracken worked for Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development.
Other Public Company Directorships: Telenet Group Holding NV (since July 2005).
Board Membership Qualifications: Mr. Bracken’s significant executive experience in finance and treasury operations, capital strategies and complex business plans for a global company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes.
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Directors Whose Term Expires in 2024
Balan Nair
Age: 5455

President, Chief Executive Officer and a director of our company.
Professional Background: Mr. Nair has served as our President and Chief Executive Officer and a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. Mr. Nair joined Liberty Global in 2007 as its Senior Vice President and Chief Technology Officer and served as its Executive Vice President and Chief Technology and Innovation Officer, positions he held from January 2012 and April 2016, respectively, until December 2017. During his tenure with Liberty Global, Mr. Nair was instrumental in developing Liberty Global’s state-of the-art networks and delivering successful technology integrations for Liberty Global’s multiple acquisitions. In December 2017, Mr. Nair became Liberty Latin America’s President and Chief Executive Officer, resigning his positions with Liberty Global. Prior to joining Liberty Global, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. He holds a patent in systems development.
Other Public Company Directorships: Charter Communications Inc. (since May 2013); Adtran, Inc. (since May 2007); and Telenet Group Holding NV (April 2011 to February 2016).
Other Position: Society of Cable Telecommunications Engineers Energy 2020 (Co-Chair).
Board Membership Qualifications: Mr. Nair’s significant executive experience in building, integrating and managing operational and technology systems businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems, as well as his position with Liberty Latin America provides an insider’s perspective to the Board’s consideration of technological developments, opportunities and strategies of our company and strengthens the Board’s collective qualifications, skills and attributes.
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Nominees for Election of Directors
Eric L. Zinterhofer
Age: 4950

A director of our company.
Professional Background: Mr. Zinterhofer has served as a director of our company since December 2017. He has been an active cable investor over the last 15 years and is also an active investor in the fiber, wireless and satellite sectors. Mr. Zinterhofer is a founding partner of Searchlight Capital Partners, L.P. (Searchlight), a private equity firm, and is jointly responsible for overseeing its activities with the two other founding partners. In his capacity at Searchlight, he advises on a wide range of transactions, including leveraged buyouts, growth equity, recapitalizations and investments for companies. Prior to co-founding Searchlight, he served in various management positions, including most recently as a senior partner, at Apollo Management, L.P from 1998 until May 2010. He was also co-head of the media and telecommunications investment platform at Apollo Management, L.P.
Other Public Company Directorships: Charter Communications, Inc. (since November 2009, Lead Independent Director since May 2016 & Chair December 2009 to May 2016); GCI Liberty, Inc. (formerly General Communication, Inc.) (Director from March 2015 to March 2018); Global Eagle Entertainment, Inc. (Director since March 2018); Hemisphere Media Group, Inc. (Director since October 2016); and Dish TV India, Ltd. (Director from October 2007 to March 2017).
Other Positions: Roots Corporation (DirectorUnivision Holdings Inc. (director since December 2015)2020).
Board Membership Qualifications: Mr. Zinterhofer’s extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes.

Directors Whose Term Expires in 2022
Miranda Curtis

Age: 65
A director of our company.
Professional Background: Ms. Curtis has served as a director of our company since December 2017. She has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of Liberty Global’s predecessor, Liberty Global Inc., and its predecessor where she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer position with Liberty Global following Liberty Global’s sale of substantially all of its Japanese interests.
Other Public Company DirectorshipsLiberty Global plc & predecessor (since June 2010); and Marks & Spencer plc (since February 2012).
Other PositionForeign and Commonwealth Office (U.K.) (Lead Independent Director since 2017). In October 2020, appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George for services to gender equality globally.
Board Membership Qualifications: Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contributes to the Board’s consideration of operational developments and strategies and strengthens the Board’s collective qualifications, skills and attributes.
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Directors Whose Term Expires in 2022
Brendan Paddick

Age: 57
A director of our company.
Professional Background: Mr. Paddick has served as a director of our company since December 2017. He is the founder of Columbus International Inc. (Columbus) and served as its Chief Executive Officer from 2004 until its merger with Cable & Wireless Communications plc in March 2015. The combined company was later sold to Liberty Global in May 2016. At the time, Columbus provided digital video, broadband internet, IP voice, wholesale capacity and IP services, as well as cloud-based corporate data solutions and data center hosting throughout 42 countries in the greater Caribbean, Central American and Andean region. Prior to Columbus, Mr. Paddick served from April 1992 to August 2004 as President and Chief Executive officer of Persona Communications Inc., which provided video, internet, data and telephony services to residential and commercial customers in seven Canadian provinces.
Other Public Company Directorship: Clearwater Seafoods Incorporated (since October 2011); and Cable & Wireless Communications Plc (March 2015 to May 2016).
Other Positions: Bahamas Telecommunications Company; CS ManPar Inc.; Nalcor Energy (Chair since November 2016); and Honorary Consul for Canada to The Bahamas.
Board Membership Qualifications: Mr. Paddick has extensive experience in the cable telecommunications industry and his capital market experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, and strengthens the Board’s collective qualifications, skills and attributes. Mr. Paddick also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.
Daniel E. Sanchez

Age: 58
A director of our company.
Professional Background: Mr. Sanchez has served as a director of our company since December 2019. Mr. Sanchez was engaged in the private practice of law for approximately three decades, representing individual and business clients in a variety of non-litigation areas. In 2012, Mr. Sanchez earned his master’s degree in tax law (LL.M.), and subsequently focused his practice on the area of tax planning. Mr. Sanchez retired from the practice of law in 2020.
Other Public Company Directorships: Lions Gate Entertainment Corp. (since June 2018); Discovery, Inc. (since May 2017); and Starz (from January 2013 until December 2016).
Other Positions: MediaBloq (Advisory Board) and MM Blockchain Advisory Services (Advisory Board).
Board Membership Qualifications: Mr. Sanchez brings a unique legal perspective to our Board, focused in particular on tax law. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of issues resulting from the application and evolution of tax laws and regulations.



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Directors Whose Term Expires in 2023
Michael T. Fries
Age: 58


Executive Chairman of our company.
Professional Background:Mr. Fries has served as Executive Chairman of our company since December 2017. He has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global plc. (Liberty Global), a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into one of the world’s largest and most innovative converged media and communications companies. With approximately 30,000 employees, 49 million broadband, video and mobile subscribers and $16.5 billion of revenue, including consolidated operations and the VodafoneZiggo joint venture, Liberty Global is dedicated to building and investing in the products, platforms and infrastructure that enable its customers to make the most of the digital revolution.
Other Public Company Directorships: Liberty Global plc & predecessor (since June 2005); Lions Gate Entertainment Corp. (since November 2015); Grupo Televisa S.A.B. (since April 2015); and Sunrise Communications Group AG (since November 2020), a subsidiary of Liberty Global.
Other Positions: Cablelabs® Board of Directors; The Paley Center for Media— Board of Directors; YouTube — Advisory Board; and World Economic Forum - Digital Communications Governor & Steering Committee Member.
Board Membership Qualifications: Mr. Fries’ significant executive experience building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of operating a global business and his responsibility for setting the strategic, financial and operational direction for an international company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes.Throughout his career, Mr. Fries has received several recognitions, including induction into the Cable Hall of Fame and the Broadcasting & Cable Hall of Fame, and EY Entrepreneur of the Year in Media, Entertainment and Telecommunications.
Paul A. Gould
Age: 75


A director of our company.
Professional Background: Mr. Gould has served as a director of our company since December 2017. He has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC (Allen & Company), a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Other Public Company Directorships:Liberty Global plc & predecessor (since June 2005); Ampco-Pittsburgh Corp. (March 2002 to May 2018); Discovery, Inc. (formerly Discovery Communications Inc.) (since September 2008); and Radius Global Infrastructure, Inc. (since February 2020).
Other Positions:O3B Networks Ltd. (Director October 2007 to August 2016); Cornell University (Trustee); and Weill Cornell Medical College (Overseer).
Board Membership Qualifications: Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contributes to the Board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthens the Board’s collective qualifications, skills and attributes.
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Alfonso de Angoitia Noriega
Age: 59

A director of our company.
Professional Background: Mr. de Angoitia has served as a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. He has been an Executive Vice President of Grupo Televisa, S.A.B (Televisa) since May 2000 and also serves as a member of its Executive Office of the Chairman. In January 2018, he became a co-Chief Executive Officer of Televisa. From 1999 to 2003, Mr. de Angoitia served as the Chief Financial Officer of Televisa. Televisa is a leading media company in the Spanish-speaking world and a cable operator, as well as a direct-to-home satellite pay television operator in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 50 countries through 26 pay-tv brands, and television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. Prior to joining Televisa, Mr. de Angoitia was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C.
Other Public Company Directorships:Grupo Televisa S.A.B. (since April 1997); Empresas Cablevision, S.A.B. de C.V. (since August 1999); and Fomento Económico Mexicano, S.A.B de C.V (since 2015).
Other Positions: Univision Communications Inc. (since December 2010); and Grupo Financiero Banorte, S.A.B. de C.V. (since April 2015).
Board Membership Qualifications: Mr. de Angoitia’s significant executive experience building and managing distribution and programming businesses in the Spanish-speaking world, plus his in-depth knowledge of all aspects of operating a telecommunications company and his responsibility for setting the strategic, financial and operational direction for such company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Mr. de Angoitia also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.
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PROPOSAL 2—THE AUDITORS APPOINTMENT PROPOSAL
KPMG LLP has served as our independent registered public accounting firm since 2016.
We are asking our shareholders to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021,2022, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.
A representative of KPMG LLP is expected to be present at the AGM, will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.
Vote and Recommendation
The affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, is required to approve the auditors appointment proposal.
The Board unanimously recommends a vote “FOR” the auditors appointment proposal.
Audit Fees and All Other Fees
The following table presents fees incurred for 20202021 and 20192020 for professional audit services rendered by KPMG LLP and its international affiliates during the indicated periods for the audit of our consolidated financial statements and the separate financial statements of certain of our subsidiaries and for other services rendered by KPMG LLP and its international affiliates.
Fees billed in currencies other than U.S. dollars were translated into U.S. dollars at the average exchange rate in effect during the year. Prior year presentation has been updated for comparability.
Year Ended December 31,Year Ended December 31,
2020201920212020
in thousandsin thousands
Audit feesAudit fees$9,232$8,514Audit fees$10,575$9,232
Audit-related fees (1)Audit-related fees (1)25842Audit-related fees (1)213258
Audit and audit-related feesAudit and audit-related fees9,4908,556Audit and audit-related fees10,7889,490
Tax Fees (2)Tax Fees (2)22020Tax Fees (2)309220
All other fees— — 
Total feesTotal fees$9,710$8,576Total fees$11,097$9,710
(1)    For 2021 and 2020, audit-related fees related to system and organization controls engagements, regulatory attest services and accounting consultation services. For 2019, audit-related fees related to comfort letters associated with debt issuances and refinancings.
(2)    For 2021 and 2020, tax fees related to tax consultation and tax compliance services. For 2019, tax fees related to services associated with tax return preparation
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):
•    audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management
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reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;
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•    audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and
•    tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.
Notwithstanding the foregoing general pre-approval, our audit committee approval is specifically required for (1) any individual project involving the provision of pre-approved audit and audit-related services that is expected to result in fees in excess of $150,000 and (2) any individual projects involving any other pre-approved service described above that is expected to result in fees in excess of $75,000. In addition, any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to its chairman, provided that the fees for any individual project for which such approval is requested are not, in the reasonable judgment of the chairman, likely to exceed $200,000. At each audit committee meeting, the chairman’s approval of services provided by our independent auditors is subject to disclosure to the entire audit committee. Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act (the Sarbanes-Oxley Act). All services provided by our independent auditor during 20202021 were approved in accordance with the terms of the policy in place.


















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PROPOSAL 3—THE SAY-ON-PAY PROPOSAL
We are providing our shareholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as described below in accordance with Section 14A of the Exchange Act. This advisory vote is often referred to as the “say-on-pay” vote and allows our shareholders to express their views on the overall compensation paid to our named executive officers. Our company values the views of our shareholders and is committed to efficiency and effectiveness of our company’s executive compensation program.
We are seeking shareholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules, which include the disclosures under “Executive Officers and Director Compensation” included herein. Shareholders are encouraged to read the “Executive Officers and Director Compensation” section of this proxy statement, which provides an overview of our company’s executive officer and director compensation policies and practices.
In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a matter of good corporate governance, the Board is asking shareholders to approve the following advisory resolution at the AGM:
“RESOLVED, that the shareholders of Liberty Latin America Ltd. hereby approve, on an advisory basis, the compensation paid to Liberty Latin America Ltd.’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion.”
Advisory Vote
Although this vote is advisory and non-binding on the Board and our company, the Board and the compensation committee, which are responsible for designing and administering our company’s executive compensation program, value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for named executive officers.
Vote and Recommendation
This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved if it receives the affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class.
The Board unanimously recommends a vote “FOR” the approval of the say-on-pay proposal.
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PROPOSAL 4—THE INCENTIVE PLANESPP PROPOSAL
We are asking our shareholders to approve the addition of 50 million shares to the Liberty Latin America 2018 IncentiveEmployee Stock Purchase Plan (the Incentive PlanESPP). The ESPP was approved by the compensation committee of the Board on October 7, 2021 and by the Board on March 21, 2022, subject to the approval of our shareholders. If this Proposal 3 is approved by our shareholders, the resolutionESPP will become effective as of October 7, 2021. In the event that our shareholders do not approve this Proposal 3, the ESPP will not become effective and no LILAK shares will be purchased.

Summary of the ESPP
The material features of the ESPP are described below. The following description of the ESPP is a summary only and is qualified in its entirety by reference to the complete text of the ESPP, which is attached hereto as Appendix A. Shareholders are urged to read the actual text of the ESPP in its entirety.

Purpose

The purpose of the ESPP is to provide eligible employees of the company and subsidiaries and affiliates of the company that are designated to participate in the ESPP (designated companies) with an opportunity to purchase LILAK shares through contributions in the form of payroll deductions or otherwise to the extent permitted by the Administrator (as defined below).

The ESPP includes two components - a 423 Component and a Non-423 Component (as each such term is defined in the ESPP). The 423 Component is designed to allow eligible U.S. employees to purchase LILAK shares in a manner that is intended to qualify for favorable tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (the Code). In addition, purchase rights may be granted under a Non-423 Component which does not by operation of law qualify for such favorable tax treatment. Any Non-423 Component will operate and be administered in the same manner as the 423 Component unless otherwise required under applicable foreign laws.

Administration

The ESPP is administered by the Board or any committee of the Board designated by the Board to administer the ESPP (the Administrator). The current Administrator is the compensation committee of our Board. The Administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to delegate ministerial duties to any of our employees, to designate separate offerings under the ESPP, to select designated companies, to determine eligibility, to adjudicate all disputed claims filed under the ESPP and to establish procedures that it deems necessary for the incentive plan amendment receivesadministration of the requisite shareholder approval, this amendmentESPP, such as adopting such procedures, sub-plans and special rules as are necessary or appropriate to permit participation in the ESPP by employees who are foreign nationals or employed outside the U.S. The Administrator’s findings, decisions, and determinations will be reflected infinal and binding on all participants to the Incentive Plan, which will be restated as of the date of the AGM. Except for the share increase and administrative updates, all other terms and conditions of the Incentive Plan will remain the same.full extent permitted by law.
Because past awards granted under
Shares Subject to the Incentive Plan have depletedESPP

Subject to adjustment for certain changes in our capitalization (as described in more detail in Adjustments below), the maximum number of shares reservedthat are available for issuance under the Incentive Plan, as well as the decline in the market price of our shares, our compensation committee deemed the proposed increase advisable in order to ensure that sufficient shares would be available for the compensation committee, in its sole discretion, to continue to make future grants of equity awards to eligible employees and independent contractors. For more information about the equity awards made under the Incentive Plan, see Executive Officers and Directors Compensation—Compensation Discussion and Analysis—Elements of Our Compensation Packages, Executive Officers and Directors Compensation—Summary Compensation Table, and Executive Officers and Directors Compensation—Grants of Plan-Based Awards.
As of March 22, 2021, equity awards based on an aggregate of 5.7 million Liberty Latin America Class A shares and 11.4 million Liberty Latin America Class C shares were outstanding under the Incentive Plan.ESPP is 2,000,000 shares. The Incentive Plan had 1,994,309 shares available for grant as of March 22, 2021. These shares may be awarded in any class of shares under the Incentive Plan.
For the foregoing reasons, we are requesting our shareholders to approve the increase in the number of shares available for issuance under the Incentive Plan. Subject to shareholder approval atESPP will be increased on the AGM, the maximumfirst day of each calendar year beginning on January 1, 2023 in a number of shares equal to the least of (i) 500,000 shares (subject to adjustment upon changes in our capitalization), (ii) 1% of the outstanding shares of all classes of our common shares on the last day of our immediately preceding fiscal year, or (iii) an amount determined by the Administrator.

Eligibility

Generally, all of our employees and employees of our designated companies are eligible to participate if they are customarily employed by us, or any participating subsidiary or affiliate, for at least 20 hours per week and more than five months in any calendar year. The Administrator will have the discretion, prior to an enrollment date for all options granted on such enrollment date in an offering, to determine that an employee who (i) has not completed at least two years of service (or a lesser period of time determined by the Administrator) since their last hire date, (ii) customarily works not more than 20 hours per week (or a lesser period of time determined by the Administrator), (iii) customarily works not more than five months per calendar year (or a lesser period of time determined by the Administrator), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is an officer or subject to disclosure requirements under Section 16(a) of the Exchange Act, is or is not eligible to participate in such contribution period.

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A participant may not be granted rights to purchase shares under the Section 423 Component of the ESPP if such participant would, immediately after the grant (i) own shares possessing 5% or more of the total combined voting power or value of all classes of our shares; or (ii) hold rights to purchase our common shares under all of our employee stock purchase plans that accrue at a rate that exceeds $25,000 worth of our common shares for each calendar year in which such option is outstanding at any time.

As of December 31, 2021, approximately 11,900 employees met the eligibility requirements for participation in the ESPP.

Offerings

The ESPP is implemented by offerings of rights to purchase LILAK shares to all eligible employees. The ESPP provides for consecutive offering periods, which we refer to as contribution periods, that will typically have a duration of approximately six months in length. The contribution periods are scheduled to start on the first trading day on or after January 1 and July 1 of each year. Participants were granted an opportunity to purchase LILAK shares under the Non-423 Component in the initial contribution period that commenced January 1, 2022, but such opportunity is fully contingent on shareholder approval. If our shareholders do not approve the ESPP, no shares will be purchased. The Administrator has the authority to change the duration of each contribution period prior its commencement, provided that no contribution period may exceed 27 months. The Administrator may establish separate offerings which vary in terms (although not inconsistent with respectthe provisions of the ESPP or the requirements of applicable laws). When an eligible employee elects to which awards mayparticipate in a contribution period, they are granted a right to purchase LILAK shares on the exercise date (which is the last trading day of each purchase period) within the contribution period. On the exercise date, all contributions collected from the participant are automatically applied to the purchase of LILAK shares, subject to certain limitations (which are described further in Eligibility above).

Limits on Employee Contributions; Exercise of Purchase Right; Non-423 Component Matching Shares

The ESPP permits participants to purchase LILAK shares through payroll deductions or otherwise of up to 15% of their eligible after-tax compensation. A participant will be able to purchase a maximum of 2,500 LILAK shares during a purchase period. Unless the Administrator provides otherwise, purchase periods for all contribution periods will (i) commence on the first trading day on or after June 30 and December 31 and (ii) terminate on the last trading day on or before December 31 of the same year and June 30 of the following year, respectively.

Amounts deducted and accumulated by the participant are used to purchase LILAK shares at the end of each purchase period. The purchase price of the shares under the 423 Component is 85% of the lower of the fair market value of our LILAK shares on the first trading day of each contribution period or on the exercise date. Under the Non-423 Component of the ESPP, the purchase price of the shares is the lower of the fair market value of our LILAK shares on the first and last trading days of each contribution period.

A participant that purchases LILAK shares under the Non-423 Component of the ESPP and continues to hold all such purchased shares in their account through the one-year anniversary of each applicable purchase date will receive one matching LILAK share for every three whole LILAK shares purchased. In addition to the one-year holding requirement to receive matching shares, participants must remain continuously employed with us or with a designated company through the one-year anniversary of the applicable purchase date to be eligible to receive their matching LILAK shares, subject to certain exceptions to be determined by the Administrator on a case-by-case basis.

Restrictions on Transfer

A participant is not able to assign, transfer, pledge, or otherwise dispose of rights granted under the Incentive PlanESPP. If the Administrator permits the transfer of rights, it may only be done by will, increasethe laws of descent and distribution or as otherwise provided under the ESPP.

Adjustments

Upon the occurrence of corporate events that impact any class of our common shares, the Administrator, in order to 75 million, subject to anti-dilution and other adjustment provisionsprevent dilution or enlargement of the Incentive Plan. The limit onbenefits or potential benefits intended to be made available under the ESPP may, in its sole and binding discretion, adjust (i) the number and class of shares that may be delivered under the ESPP, (ii) the purchase price per share and the number of shares covered by each option under the ESPP that has not yet been exercised, and (iii) the number of shares that may be awardedpurchased during a purchase period and made available under the ESPP. In the event of a proposed dissolution, liquidation, merger or change in Liberty Latin America Class B sharescontrol, any contribution period in progress and outstanding options will remain unchanged.be treated as set forth in the ESPP.

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Amendment and Termination

Our Board or the Administrator may amend, suspend or terminate the ESPP at any time. If the incentive plan amendmentESPP is terminated, our Board or the Administrator (x) may elect to terminate all outstanding contribution periods either immediately or upon completion of the purchase of LILAK shares under the ESPP (which may be sooner than originally scheduled, if determined by the Administrator), or (y) may elect to permit contribution periods to expire in accordance with their terms (and subject to any adjustment). If a contribution period is terminated prior to expiration, all amounts then credited to a participant’s account that have not approved atbeen used to purchase LILAK shares under the AGM,ESPP will be returned to the maximum numberparticipants as soon as administratively practicable. The ESPP will automatically terminate in 2031 unless the compensation committee of sharesthe Board terminates it sooner.

Federal Income Tax Information

The two subsections below summarize the principal United States federal income tax consequences to participants and us with respect to which awards may be issued underparticipation in the Incentive Plan will remain at 25 million, subject to anti-dilution and other adjustment provisions423 Component of the Incentive Plan, of which no more than 10 million may be awarded in Liberty Latin America Class B shares. With limited exceptions, no person may be granted in any calendar year awards covering more than four million of our shares, of which no more than approximately two million shares may consist of Liberty Latin America Class B shares. In addition, no person may receive payment for cash awards underESPP and the Incentive Plan during any calendar year in excess of $10 million.
The following description reflects the terms and conditionsNon-423 Component of the Incentive Plan as proposed to be amended andESPP. This summary is not intended to be complete. We refer youexhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of LILAK shares acquired under the ESPP. The ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

423 Component of the ESPP

The 423 Component of the ESPP, and the rights of participant employees to make purchases thereunder, qualify for treatment under the provisions of Sections 421 and 423 of the Code. Under these provisions, since the participants’ contributions are from after-tax compensation, generally no tax consequences arise when participants purchase shares under the ESPP and no income will be taxable to a participant until the LILAK shares purchased under the ESPP are sold or otherwise disposed of. Currently, no employment tax liability is incurred at the time LILAK shares are purchased under the ESPP. Any dividends paid under the ESPP will be taxable to the copyparticipants when paid, even if they are held under the ESPP.

Upon sale or other disposition of the Incentive Plan includedLILAK shares, the participant will generally be subject to tax and the amount of the tax will depend upon the holding period. If the shares are sold or otherwise disposed of more than two years from the first day of the relevant contribution period (and more than one year from the date the shares are purchased), then the participant generally will recognize ordinary income measured as Appendix A: Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021)the lesser of:

a.the excess of the fair market value of the LILAK shares at the time of such sale or disposition over the purchase price of such shares, or

b.an amount equal to this proxy statement15% of the fair market value of the LILAK shares as of the first day of the applicable contribution period.

Any additional gain should be treated as long-term capital gain. If the LILAK shares are held for at least the holding periods described above but are sold for a complete statement of its terms and conditions.
Summary of Incentive Plan
The Incentive Planprice that is administered byless than the compensation committee of our Board, which is composed entirely of “non-employee directors” as that term is defined in Rule 16b-3 under the Exchange Act, and “outside directors” as that term is defined in Section 162(m). The compensation committee has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The compensation committee is currently comprised of six independent directors as that term is defined in Rule 5605(a)(2) of the Nasdaq listing rules. Our employees (including employees who are officers or directors of us or any of our subsidiaries) and independent contractors are eligible to participate and may be granted awards under the Incentive Plan. Awards may be made to any such person, officer, director or contractor whether or not he or she holds or has held awards under the Incentive Plan or under any other plan of us or any of our affiliates. The number of individuals who may receive awards under the Incentive Plan will vary from year to year and will depend on various factors, such as the number of promotions and our hiring needs during the year. Although we cannot predict the number of future award recipients, we estimate thatpurchase price, there will be approximately 300 employeesno ordinary income and the difference will be a long-term capital loss. We will not be entitled to an income tax deduction with respect to the grant or exercise of a right to purchase our LILAK shares, or the sale of such LILAK shares by a participant, where such participant holds such LILAK shares for at least the holding periods described above.

Any sale or other disposition of LILAK shares before the expiration of the holding periods described above will be a “disqualifying disposition,” and the participant will recognize ordinary income at the time of such disposition generally measured as the difference between the purchase price the participant paid for the LILAK shares and the fair market value of the LILAK shares on the participant’s purchase date , and we will be entitled to an income tax deduction for such ordinary income. If a participant makes a disqualifying disposition at a price in excess of the purchase price that the participant paid for the LILAK shares, the participant will recognize capital gain in an amount equal to the difference between the selling price of the LILAK shares and the fair market value of the LILAK shares on the participant’s purchase date. Alternatively, if a participant makes a disqualifying disposition at a price less than the fair market value of the LILAK shares on the participant’s purchase date, the participant will recognize a capital loss in an amount equal to the difference between the fair market value of the LILAK shares on the participant’s purchase date and the sale price of the LILAK shares. We will not be entitled to an income tax deduction with respect to any capital gain the participant recognizes as a result of making a disqualifying disposition.

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our company (including employees of our subsidiaries) who will be eligible to receive awards under the Incentive Plan.
The maximum number of shares with respect to which awards may be granted under the Incentive Plan is 25 million, subject to anti-dilution and other adjustment provisionsNon-423 Component of the Incentive Plan. This number would increase to 75 million if our shareholders approve the increase in shares we are requesting in this proposal. The awards may be granted for any class of our shares, provided that the number of shares that may be awarded in Class B shares is limited to 10 million. With limited exceptions, no person may be granted in any calendar year awards covering more than four million of our shares, of which no more than two million shares may consist of Class B shares. In addition, no person may receive payment for cash awards under the Incentive Plan during any calendar year in excess of $10 million.
Types of Awards. The compensation committee may grant options, SARs, restricted shares, RSUs, performance awards, cash awards or any combination of the foregoing, under the Incentive Plan (collectively, awards). For further information on the awards granted to our named executive officers, see the Compensation Discussion and Analysis, and the “Outstanding Equity Awards at Fiscal Year-End” table elsewhere in the proxy statement. We have previously granted RSU awards, performance-based RSU awards, SAR awards and performance-based SAR awards under the Incentive Plan and we expect to use these types of equity awards in the future. We may also use special equity grants to award or recognize current employees and to attract new hires. As described more fully below under 2021 Long-Term Equity Awards, the compensation committee has approved the 2021 annual equity incentive awards and 2021 Phoenix Awards, with such awards being contingent on shareholder approval of this amendment to the Incentive Plan. The total dollar value of such awards is set forth in the New Plan Benefits Table below. As of the date of this proxy statement, however, we have no commitments to grant future awards under the Incentive Plan other than the target value of annual equity awards set forth in the Employment Agreement with our Chief Executive Officer and, due to the nature of the Incentive Plan and the discretionary authority afforded the compensation committee in connection with its administration, we cannot determine or predict the value, number or type of other future awards to be granted pursuant to the Incentive Plan.
New Plan Benefits TableESPP

The following table provides information concerning contingent SAR and RSU grants made to eachNon-423 Component of the following personESPP, and groups: each NEO; all current executive officers as a group; all current directors who arethe rights of participant employees to make purchases thereunder, do not executive officers, as a group;qualify for treatment under the provisions of Sections 421 and all current employees who are not executive officers, as a group.
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Name and PositionSARs (#) (including target PSARs)Base Price per share ($)RSUs (#)Total Grant Date Value of RSUs ($)
Balan Nair, Chief Executive Officer & President
195,860 Class A SARs
391,720 Class C SARs
1,000,000 Class A PSARs
2,000,000 Class C PSARs
14.00
14.10
14.00
14.10
93,257 Class A RSUs
186,514 Class C RSUs

$ 1,305,598
$ 2,629,847
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)
75,331 Class A SARs
150,662 Class C SARs
100,000 Class A PSARs
200,000 Class C PSARs
14.00
14.10
14.00
14.10
35,868 Class A RSUs
71,736 Class C RSUs
$ 502,152
$ 1,011,478
Betzalel Kenigsztein, Former Senior Vice President & Chief Operating Officer
60,265 Class A SARs
120,530 Class C SARs
33,333 Class A PSARs
66,667 Class C PSARs
14.00
14.10
14.00
14.10
28,694 Class A RSUs
57,388 Class C RSUs
$ 401,716
$ 809,171
Vivek Khemka, Former Senior Vice President and Chief Technology and Product Officer
67,798 Class A SARs
135,596 Class C SARs
100,000 Class A PSARs
200,000 Class C PSARs
14.00
14.10
14.00
14.10
32,281 Class A RSUs
64,562 Class C RSUs
$ 451,934
$ 910,324
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary
60,265 Class A SARs
120,530 Class C SARs
100,000 Class A PSARs
200,000 Class C PSARs
14.00
14.10
14.00
14.10
28,694 Class A RSUs
57,388 Class C RSUs
$ 401,716
$ 809,171
Executive Group
700,576 Class A SARs
1,401,152 Class C SARs
1,833,333 Class A PSARs
3,666,667 Class C PSARs
14.00
14.10
14.00
14.10
344,930 Class A RSUs
689,860 Class C RSUs
$ 4,829,020
$ 9,727,026
Non-Executive Director Group
25,109 Class A RSUs
50,218 Class C RSUs
$ 351,526
$ 708,074
Non-Executive Officer Employee Group
1,091,603 Class A SARs
2,183,206 Class C SARs
799,992 Class A PSARs
1,600,008 Class C PSARs
14.00
14.10
14.00
14.10
519,758 Class A RSUs
1,039,516 Class C RSUs
$ 7,276,612
$14,657,176
423 of the Code.

Our shares issuable pursuant to awards madeIf a purchase right is granted under the Incentive Plan are made available from either treasury shares or newly allotted and issued sharesNon-423 Component of the ESPP, then to the extent permitted by the laws of Bermuda. Our shares that (1) area participant is subject to any award that expires, terminates or is annulled for any reason without having been exercised, (2) are subject to all or any portion of an award that is settled or exercised for cash, (3) are subject to any award of restricted shares that are automatically repurchased by our company in accordance with applicable law and any award of RSUs that is forfeited, in each case, prior to becoming vested, (4) are covered by an award and are not delivered or are automatically repurchased by our company due to payment of taxes or purchase prices, and (5) our company purchases on the open market with the proceeds of an option exercise price, will once again be available for issuance under the Incentive Plan. In connection with certain corporate transactions, awards made in substitution for awards of an acquired company do not reduce the shares available for awards under the Incentive Plan and may be made with an exercise price or purchase price that is less than fair market value on the date of substitution.

Under the terms of the Incentive Plan, the compensation committee has the power to:
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a.interpret the Incentive Plan and adopt any rules, regulations and guidelines for carrying out the Incentive Plan that it believes are proper;

b.correct any defect or supply any omission or reconcile any inconsistency in the Incentive Plan or related documents;

c.determine the form and terms of the awards made under the Incentive Plan, including persons eligible to receive awards and the number of shares or other consideration subject to awards; and

d.delegate to any subcommittee its authority and duties under the Incentive Plan unless a delegation would adversely impact the availability of transaction exemptions under Rule 16b-3 of the Exchange Act, and the deductibility of compensation for U.S. federal income tax, purposes.

Options. Options granted under the Incentive Plan will entitle the holder to purchase a specified number of shares of a class of our shares at a specified exercise price subjectamount equal to the terms and conditionsexcess (if any) of the option grant. The exercise price of an option specified in a grant may be no less than the fair market value of the applicable class of ourLILAK shares as ofon the daypurchase date over the option is granted. The compensation committee will determine, in connection with each option awarded to a holder, (1) the class and number of shares subject to the option, (2) the per share exercise price, (3) whether thatpurchase price is payable in cash, by check, by promissory note, by cashless exercise, or any combination of the foregoing or other method of payment permitted by the laws of Bermuda, (4) other terms and conditions of exercise, (5) restrictions on transfer of the option and (6) other provisions not inconsistent with the Incentive Plan. Except for anti-dilution and other adjustment provisions of the Incentive Plan, the exercise price of an option may not be decreased after grant and an outstanding option may not be surrenderedtaxed as consideration for the grant of a new option with a lower exercise price, cash or a new award, unless there is prior approval by our shareholders.

Share Appreciation Rights. A SAR entitles the recipient 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 (on the day the SAR is exercised) of a share of the applicable class of our shares with respect to which the SAR was granted over the base price specified in the grant. A SAR may be granted to an option holder with respect to all or a portion of our shares subject to a related option (a tandem SAR) or granted separately (a free-standing SAR) to an eligible employee or independent contractor. Tandem SARs are exercisable only to the extent that the related option is exercisable. Upon the exercise or termination of the related option, the related tandem SAR will be automatically cancelled to the extent of the number of our shares with respect to which the related option was so exercised or terminated. Free-standing SARs are exercisableordinary income at the time of purchase and upon the terms and conditions providedparticipant is subject to all applicable tax withholding requirements. The amount of such ordinary income will be added to the participant’s basis in the relevant agreement. The base price of a SAR specified in a grant may be no less thanLILAK shares, and any additional gain or resulting loss recognized on the fair market value of a sharedisposition of the applicable class of ourLILAK shares as of the day the SAR is granted. Except for anti-dilution and otherafter such basis adjustment provisions of the Incentive Plan, the base price of a SAR may not be decreased after grant and an outstanding SAR may not be surrendered as consideration for the grant of a new SAR with a lower base price, cash or a new award, unless there is prior approval by our shareholders.
Restricted Shares and Restricted Share Units. Restricted shares are our shares that become vested and may be transferred upon completion of a restriction period. The compensation committee determines, and each individual award agreement will provide, (1) the price to be paid by the recipient of the restricted shares, which shall be at least the minimum consideration necessary for the restricted shares to be deemed fully paid, (2) whether dividends or distributions paid with respect to the restricted shares will be retained by us during the restriction period, (3) whether the holder of the restricted shares may be paid a cash amount any time after the shares become vested, (4) the vesting date or vesting dates (or basis of determining the same) for the award, and (5) other terms and conditions of the award.
An RSU is a unit evidencing the right to receive, in specified circumstances, one share of the specified class of our shares, or its cash equivalent, subject to a restriction periodcapital gain or forfeiture conditions. RSUs based upon the fair market value of any class of our shares may be awarded under the Incentive Plan. The compensation committee has
35


the power to determine, and each individual award agreement will provide, the terms, conditions, vesting requirements, payment rules and restrictions for awards of RSUs. The committee will also determine the price to be paid by the recipient of the RSUs, which shall be at least the minimum consideration necessary for the shares received to be deemed fully paid and whether the holderloss treatment. A capital gain or loss will be entitled to dividend equivalent payments with respect to the RSU. Holders of RSUs will not be entitled to our shares covered by RSUs until such shares are issued to the holder at the end of the restriction period.
Upon the applicable vesting date, all or the applicable portion of restricted shares or RSUs will vest, any retained distributions or unpaid dividend equivalents with respect to the restricted shares or RSUs will vest to the extent that the awards related thereto have vested, and any cash amount to be received by the holder with respect to the restricted shares or RSUs will become payable, all in accordance with the terms of the individual award agreement.
Cash Awards. The compensation committee may also provide for the grant of cash awards. A cash award is a bonus paid in cash that is based solely upon the attainment of one or more performance goals that have been established by the compensation committee. The terms, conditions and limitations applicable to any cash awards will be determined by the compensation committee.
Performance Awards. At the discretion of the compensation committee, any of the above-described awards, including cash awards, may be designated as a performance award. Performance awards are contingent upon performance measures applicable to a particular period, as established by the compensation committee and set forth in individual agreements, based upon any one or more of the following business criteria:
a.increased revenue;
b.net income measures (including income after capital costs and income before or after taxes);
c.share price measures (including growth measures and total shareholder return);
d.price per share;
e.market share;
f.earnings per share (actual or targeted growth);
g.earnings before interest, taxes, depreciation and amortization (EBITDA);
h.economic value added (or an equivalent metric);
i.market value added;
j.debt to equity ratio;
k.cash flow measures (including cash flow from operations, free cash flow, cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities);
l.return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors' capital and return on average equity);
m.operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency);
n.net promoter score or other metrics regarding quality or extent of customer satisfaction or service;
o.expense measures (including overhead costs and general and administrative expense);
p.margins;
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q.shareholder value;
r.total shareholder return;
s.proceeds from dispositions;
t.total market value; and
u.corporate values measures (including ethics compliance, corporate responsibility, environmental and safety).
Performance measures may apply to the award recipient, to one or more of our business units, divisions or subsidiaries or other applicable sector, or to our company as a whole. Goals may also be based on performance relative to a peer group of companies.
Under the Tax Cuts and Jobs Act of 2017 (the 2017 Tax Act), Section 162(m) was amended effective for 2018 to prohibit the deduction of compensation in excess of $1.0 million paid to “covered employees.” Effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation was no longer available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible.
Awards Generally. Awards under the Incentive Plan may be granted either individually, in tandem or in combination with each other. Where applicable, the securities underlying, or relating to, awards granted under the Incentive Plan may be shares of LILA, LILAB or LILAK, as provided in the relevant grant. Awards granted under the Incentive Plan are generally non-transferable during the lifetime of an award holder, except as permitted by will or the laws of descent and distribution or pursuant to a legally enforceable domestic relations order. Under certain conditions, including the occurrence of certain approved transactions, a board change or a control purchase (all as defined in the Incentive Plan), options and SARs will become immediately exercisable and the restrictions on restricted shares and RSUs will lapse, unless individual agreements state otherwise. At the time an award is granted, the compensation committee will determine, and the relevant agreement will provide for, the vesting or early termination, upon a holder's termination of employment with our company, of any unvested options, SARs, restricted shares or RSUs and the period during which any vested options and SARs must be exercised. Unless otherwise provided in the relevant agreement, (1) no option or SAR may be exercised after its scheduled expiration date, (2)long-term if the holder’s service terminates by reason of death or disability (as defined inparticipant holds the Incentive Plan), his or her options or SARs shall remain exercisableLILAK shares for a period of at least one year following such termination (but not latermore than the scheduled expiration date), (3) if the holder's service terminates by reason of retirement (as defined in the Incentive Plan) his or her options and SARs will remain exercisable for two years (but not later than the scheduled expiration date), and (4) any termination of the holder’s service for “cause” (as defined in the Incentive Plan) will result in the immediate termination of all options and SARs and the forfeiture of all rights to any restricted shares, RSUs, retained distributions, unpaid dividend equivalents and related cash amounts held by such terminated holder. If a holder's service terminates due to death or disability, options and SARs will become immediately exercisable, and the restrictions on restricted shares and RSUs will lapse, unless individual agreements state otherwise. If a holder's service terminates due to retirement, unvested options and SARs will vest and the restrictions on unvested restricted shares and RSUs will lapse to the extent such awards would have vested or such restrictions would have lapsed had the holder remained employed through the date that is one year after the datepurchase date. Further, the company may be entitled to a deduction in the year of retirement, unless individual agreements state otherwise. If an award has been designated a performance award then it will accelerate or terminate upon the occurrence of the foregoing described events pursuantpurchase equal to the provisionsamount of ordinary income realized by the performance award agreement.participant.
Adjustments. The number and kind of our shares, which may be awarded or otherwise made subject to awards under the Incentive Plan, the number and kind of our shares covered by outstanding awards and the purchase or exercise price and any relevant appreciation base with respect to any of the foregoing are subject to appropriate adjustment in the discretion of the compensation committee, as the compensation committee deems equitable, in the
37


event (1) we subdivide the outstandingIf matching LILAK shares of any class of our shares into a greater number of shares of such class, (2) we combine the outstanding shares of any class of our shares into a smaller number of shares of such class, or (3) there is a share dividend, extraordinary cash dividend, alteration of capital, capitalization of profits, bonus issue, reclassification, recapitalization, reorganization, amalgamation, consolidation, split-up, spin off, combination, exchange of shares, warrants or rights offering to purchase any class of our shares, or any other similar corporate event (including mergers or consolidations other than approved transactions (as defined in the Incentive Plan)) for which other provisions are made pursuantgranted, then to the Incentive Plan.
Amendment and Termination. The Incentive Plan was approved by our Board effective on December 29, 2017, and will terminate on December 29, 2027, unless earlier terminated by the compensation committee. The compensation committee may suspend, discontinue, modify or amend the Incentive Plan at any time prior to its termination. However, before an amendment may be made that would adversely affectextent a participant who has already been granted an award, the participant's consent must be obtained, unless the change is necessary to comply with Section 409A of the Code.
U.S. Federal Income Tax Consequences
The following is a summary of the general rules of the U.S. federal income tax law relating to the tax treatment of options, SARs, restricted shares, RSUs and cash awards issued under the Incentive Plan. The discussion is general in nature and does not take into account a number of considerations that may apply based upon the circumstances of a particular holder under the Incentive Plan, including the possibility that a holder may not be subject to U.S. federal income taxation.
Options; SARs. Holders will not realize taxable income upon the grant of an option or a SAR. Upon the exercise of an option or SAR, the holder will recognize ordinary income (subject to withholding, if applicable) in an amount equal to the excess of (1) the fair market value on the date of exercise of the shares received over (2) the exercise price or base price he or she paid for the shares. The holder will generally have a tax, basis in any of our shares received pursuant to the exercise of a SAR, or pursuant to the cash exercise of an option, that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “Certain Tax Code Limitations on Deductibility” below, we will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with compensation income recognized by the holder under the foregoing rules. The disposition of our shares acquired upon exercise of an option or SAR will ordinarily result in capital gain or loss.
Cash Awards; RSUs; Restricted Shares. A holder will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time such cash is otherwise made available for the holder to draw upon it. A holder will not have taxable income upon the grant of an RSU but rather will generally recognize ordinary compensation income at the time the award vests in an amount equal to the fair market value of the matching LILAK shares received.
Generally, a holder will not recognize taxable income upon the grant of restricted shares, and we will not be entitled to any federal income deduction upon the grant of such award. The value of the restricted shares will generally be taxable to the holder as compensation income in the year or years in which the restrictions on the shares lapse. Such value will equal the fair market value of the shares on the date or dates the restrictions terminate. A holder, however, may elect pursuant to Section 83(b) of the Code to treat the fair market value of the shares subject to the restricted share award on the date of such grant as compensation income in the year of the grant of the restricted share award. The holder must make such an election pursuant to Section 83(b) of the Code within 30 days after the date of grant. The holder's holding period in such shares will commence on the date of grant if an election pursuantwill be taxed as ordinary income at the time of grant subject to Section 83(b) of the Code is made. If such an election is made and the holder later forfeits the restrictedall applicable tax withholding requirements. Matching LILAK shares to us, the holder will not be allowed to deduct, at a later date, the amount such holder had earlier included as compensation income.
A holder who is a U.S. employee will be subject to withholding for federal, and generally for state and local, income taxes at the time the holder recognizes income under the rules described above with respect to the cash or the shares received pursuant to awards. Dividend equivalents that are received by a holder prior to the time that the RSUs are taxed to the holder under the rules described in the preceding paragraph are taxed as additional
38


compensation, not as dividend income. The tax basis of a holder in the shares received will equal the amount recognized by the holder as compensation income under the rules described in the preceding paragraph, and the holder's holding period in such shares will commence oncapital gains treatment measured from the date income is so recognized.
Subject to the discussion under “Certain Tax Code Limitations on Deductibility” below, wematching LILAK shares are acquired and a capital gain or loss will be long-term if the participant holds the matching LILAK shares for more than one year after acquired. The company may be entitled to a deduction for U.S. federal income tax purposes that corresponds asin the year the matching LILAK shares are granted equal to timing and amount with compensation income recognized by the holder under the foregoing rules.
Section 409A. Awards under the Incentive Plan have features that could cause them to be treated as deferred compensation arrangements subject to Section 409Avalue of the Code, which imposes significant penalties for noncompliance. Specifically, if a deferred compensation arrangement does not comply with Section 409A of the Code, deferred amounts will be taxed currentlymatching LILAK shares at the employee's marginal rate, interesttime of grant.

New Plan Benefits
Participation in the ESPP is voluntary and each eligible employee will be assessed atmake their own decision regarding whether and to what extent to participate in the underpayment rate established byESPP. Accordingly, the Internal Revenue Service (IRS), plus one percent measured from the later of the deferral datebenefits or the vesting date, and a penalty will be assessed equal to 20% of the taxable amount of compensation.
The Incentive Plan will be administered in a manneramounts that will be in good faith compliant with Section 409A of the Codereceived by or allocated to our executive officers and applicable regulations. We intend that any awardsother employees under the Incentive Plan will be exempt fromESPP, as well as the benefits or satisfyamounts which would have been received by or allocated to our executive officers and other employees for fiscal year 2021 if the applicable requirements of Section 409A of the Code. If any plan provision or award would resultESPP had been in the imposition of an additional tax under Section 409A of the Code, such plan provision or award will be amended to avoid imposition of the additional tax. No action taken to comply with Section 409A of the Code will be deemed to adversely affect the employee's rights under any award.
Certain Tax Code Limitations on Deductibility. In order for us to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. Our ability to obtain a deduction for future payments under the Incentive Plan could also be limited by Section 280G of the Code, which provides that certain excess parachute payments made in connection with a change of control of an employereffect, are not deductible. Our ability to obtain a deduction for amounts paid under the Incentive Plan could also be affected by Section 162(m), which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees todeterminable.

$1 million during any taxable year. Prior to 2018, certain awards granted under the Incentive Plan were exempt from such $1 million limitation as “performance-based compensation.” These awards included options and SARs granted at fair market value and performance awards that met certain criteria, in each case pursuant to shareholder approved plans. Under the 2017 Tax Act, effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation is no longer available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible.
Vote and Recommendation
The affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, is required to approve the increase in the number of shares reserved under the Incentive Plan.ESPP.

The Board unanimously recommends a vote “FOR” the approval of the incentive plan proposal.ESPP proposal.
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EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
Introduction
We are an international provider of fixed, mobile and subsea telecommunications services, serving approximately 3.2 million fixed-line customers in over 20 countriesapproximately 40 markets at December 31, 2020.2021. These customers subscribed to approximately 6.26.4 million services, consisting of 2.0 million video, 2.72.9 million broadband internet, and 1.41.6 million telephony subscriptions. In addition, we had approximately 3.67.5 million mobile subscribers at December 31, 2020.2021. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, accretive mergers and acquisitions and prudent capital structure management.
We were originally incorporated as a Bermuda company on July 11, 2017, as a wholly-owned subsidiary of Liberty Global under the name LatAm Splitco Ltd. and we changed our name to Liberty Latin America on September 22, 2017. During December 2017, the Board of Directors of Liberty Global authorized the split-off of our company from Liberty Global, which was a plan to distribute to the holders of Liberty Global’s LiLAC Ordinary Shares, nominal value $0.01 per share (LiLAC Shares), common shares in our company and which was completed on December 29, 2017.2017 (the Split-Off).
Our operations are in Chile, Costa Rica, Panama and Puerto Rico and our C&W operations are in the Caribbean and Latin America, including subsea and terrestrial fiber optic cable networks connecting overapproximately 40 markets throughout the region.
This section presents information concerning compensation arrangements for our named executive officers (NEOs) for the year ended December 31, 2020.2021. Compensation information is provided for our NEOs – Balan Nair, our President, CEO and also a member of the Board; Christopher Noyes, our principal financial officer; andChief Financial Officer; Rocio Lorenzo, our three other most highly compensated executive officers at the end of 2020: Vivek Khemka, our former CTPO, Betzalel Kenigsztein, our former COO, andCCO; John Winter, our Chief Legal Officer; and two former executive officers of our company – Betzalel Kenigsztein, General Manager of Cable and Wireless Panama (CWP) and our former Chief Operating Officer and Vivek Khemka, General Manager of VTR and our former Chief Technology and Products Officer. After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Nair).
Executive Summary
Our compensation program plays a key role in promoting our company’s operating and financial success and provides incentives for our management team to execute our financial and operational goals.
The primary goals of our executive compensation program are to:
Motivate our executives to maximize their contributions to the success of our company;
Attract and retain the best leaders for our business; and
Align executives’ interests to create shareholder value.
We experienced headwindsrobust operational execution and financial performance in 2020 due to the impacts of COVID-19, but despite this,2021 and our Board credits the leadership of Mr. Nair for achieving robust performance notwithstanding COVID-19, especially during the last fiscal quarter of 2020, as evidenced in our business highlights below.this strong performance.

Compensation Structure—Pay for Performance
Our compensation committee and Board reviews and approves compensation decisions affecting our NEOs and directors. We place great importance on our ability to attract, retain and motivate talented executives who can continue to grow our business. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s proven performance, and a determination of what is
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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
Company Response to COVID-19
2020 was dominated by unprecedented challenges arising from the COVID-19 pandemic, which negatively impacted our operating and financial results. However, we responded quickly and made a number of measured and strategic decisions enabling us to remain in a strong position for future growth and creating a foundation for our company to emerge stronger.
While we entered the year with solid operating momentum, following strong 2019 results, and with our first quarter results above our expectations, the global restrictions enacted due to the COVID-19 pandemic through the remainder of the year impacted our company’s key financial metrics. This was particularly apparent within our C&W Caribbean and Networks, C&W Panama and VTR operations, due to resulting lockdowns, payment moratoriums, cancellation of live sporting events, and mobility, travel and tourism restrictions. Within our mobile operations, the lockdowns negatively impacted, primarily at C&W Caribbean and Networks and C&W Panama during the second quarter of 2020, our customers’ ability to recharge their prepaid mobile devices. In addition, we experienced declines in inbound roaming activity as a result of travel restrictions and reduced tourism activities in the markets in which we operate. These factors significantly impacted our B2B and mobile operations. For more information regarding the impacts of COVID-19 on our operations and financial results, see the 2020 Form 10-K. Despite these headwinds, the company generated robust adjusted free cash flow of $148 million during the year and delivered total revenue generating unit additions of 171,000, including record additions of 121,000 RGUs in Puerto Rico.
Although the challenges posed by the pandemic were significant, we proved resilient, swiftly adapting our operating model to keep our employees, customers and communities safe and connected, to preserve our business continuity, to accelerate our strategic transformation and to establish the foundation for the company to emerge stronger. Important highlights from the year include:
Rapidly mobilized our emergency response teams across the region in late February and early March to adapt to changing workplace practices, and to implement controls and procedures to protect the health and safety of our employees, their families and our communities;
Established a COVID-19 Task Force to ensure business continuity and reset our operations for the future, taking steps to preserve long-term business value;
Developed key initiatives for zero-touch and digital interactions with customers;
Preserved our network integrity by increasing capacity and adding spectrum;
Took, and continue to take, significant actions to preserve cash and obtain additional capital to increase our liquidity;
Made significant contributions to relief efforts, including creating an employee relief fund to assist during the pandemic with contributions from directors and executive officers;
Engaged and partnered with key stakeholders, including governments, to address needs and deliver connectivity across our markets;
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Contributed significantly to remote learning and education efforts by offering free access to the Flow Study virtual learning platform for over 130,000 students across the Caribbean and donating devices to hundreds of students in need in the markets where we operate; and
Maintained our commitment to inorganic growth by expanding our fixed networks and pursuing opportunistic M&A opportunities, including closing the acquisition of AT&T’s operations in Puerto Rico and USVI and agreeing to acquire Telefónica’s assets in Costa Rica.
During the pandemic, the Board and its committees actively oversaw the company's response to the pandemic.This included regular updates from and discussions with management.During the initial period of the pandemic, the CEO met with the Board every two weeks and distributed weekly updates on various metrics, including: people, health and safety; network performance; financial impact and balance sheet; and government and key stakeholder relations.
COVID-19 Related Compensation Decisions
Consistent with prior practice, the compensation committee approved the annual bonus plan and long-term incentive plan designs, including the performance targets for the annual bonus plan in February 2020, prior to the identification of COVID-19 as a pandemic by the World Health Organization and the resulting impacts on health, safety and our operations. During 2020, the compensation committee met with management and discussed the impact of COVID-19 on the business, the compensation for employees, including the NEOs, and the continued need to motivate, retain key personnel and protect jobs. As a result, the compensation committee took a number of steps to align the compensation of executives to the changed landscape while also adjusting certain aspects of our pay programs to ensure that the incentives would continue to achieve meaningful long-term value creation. As an initial step, management and the Board took actions to reduce costs and to preserve cash, given the overall uncertainty regarding the severity and duration of the pandemic. The compensation committee then shifted its focus to retaining executives and motivating them to achieve long-term value for the company and its shareholders. While the overall structure and design of our compensation and incentive plans for 2020 remained unchanged, some adjustments were made to address the unprecedented events. At its meeting in February 2021, the compensation committee considered management’s performance in light of COVID-19, taking into account performance against pre-established goals, overall organizational status and leadership in the face of the many challenges posed by the unprecedented pandemic. The actions taken included:
Base Salary. The CEO elected to reduce his salary by 20% and other executives (including the other NEOs) elected to reduce their salaries by 15% for five months in an effort to reduce costs and avoid employee layoffs or furloughs.The CEO and other executives also elected to forfeit a portion of their 2018 PSU awards that were to vest in October 2020.The company used a portion of these savings to contribute to a fund set up to assist employees during the pandemic.
Annual Bonus Plan. The committee maintained a performance-based bonus plan using metrics (revenue, operating free cash flow (OFCF), and customer engagement metric) consistent with prior years.As part of cash saving measures, it was required that certain participants in the annual bonus plan (including all executive officers) would receive any bonus in company stock rather than cash.As noted below under Design of 2020 Annual Bonus Program and 2020 Performance, because the original financial targets were set prior to the pandemic, the compensation committee revised the targets at its July meeting to align with the company’s revised budget. This was done to continue to motivate employees to increase performance and deliver results. The company achieved these results in 2020 as described below, resulting in a payout of approximately 102% under the bonus plan.
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Outstanding 2019 PSUs. The committee did not modify the performance goals for the PSUs granted in 2019, and applied the adjustment provisions provided for in the plan as described below, including adjusting for the impact of events like the pandemic and hurricanes that had a clear distortive effect.This resulted in the performance measure of the PSUs paying out at approximately 85%.
2020 PSUs.The committee maintained the 2020 long-term incentive plan (comprised of multi-year SARs and PSUs) that was adopted before the pandemic.As described below under 2020 PSUs and SARs, the compensation committee recognized the difficulty in setting the target for the PSUs during 2020 because of the uncertainty resulting from the pandemic.The target was set at its meeting in February 2021 and is based on Adjusted OIBDA growth in 2021 with minimum and maximum target levels.This decision recognized the need to set the performance targets to align them with the new business landscape while remaining consistent with our compensation philosophy and objectives.
2021 Decisions.In early 2021, the committee made several compensation related decisions to recognize the value, skills, capabilities and contributions of its executive team members and other key employees, including:
Maintained a performance-based annual bonus plan using metrics (revenue, OFCF, and customer engagement metric) consistent with prior years and set those targets based on the 2021 budget presented to the Board.
Given the continued uncertainty of the pandemic, in particular in the countries in which the company operates, decided to adopt a long-term incentive plan comprised of RSUs and SARs that vest over a three-year period that provides an appropriate level of motivation and retention and is also tied to shareholder returns with a larger percentage of the awards attributed to SARs.
Approved the Phoenix Awards, which are a one-time grant of performance-based SARs for our named executive officers and other key employees. These awards are designed to, among other things, motivate and reward employees to build momentum in the company’s operating performance over the next three years, drive the company to emerge stronger from the pandemic, and accelerate the company’s transition to a digital first company.
For more information, see Elements of Our Compensation Package below.
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, our 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 our 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 our compensation committee are “independent directors” (as defined under the Nasdaq rules) and “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act).
Compensation decisions with respect to our executive officers, including our NEOs, are made by our 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
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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.
Our shareholders voted, on an advisory basis, on the compensation of our NEOs (other than Mr. Khemka)Ms. Lorenzo) at our 20182021 annual general meeting of shareholders, and we received the approval of 98.9% 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.
In early 2020,2021, our compensation committee approved our NEOs’ 20202021 target achievable annual cash performance awards, target annual equity awards for 2020,2021, consisting of 2020 PSUsRSUs and share appreciation rights, and the financial and operational targets for earning the annual cash performance awards. The target achievable annual cash performance and annual equity awards for our NEOs (other than Ms. Lorenzo) were identical to the 20192020 targets. Increases in our NEOs’ 2021 target annual equity awards are discussed in Elements of Our Compensation Package below.
On November 1, 2017, we and our subsidiary, Liberty LA, entered into a multi-year employment agreement with Mr. Nair to serve as our President and CEO, the terms of which are described below under Employment and Other Agreements. On July 24, 2019, weWe and our subsidiary, Liberty LA, entered into employment agreements with each of our other NEOs,Messrs. Noyes, Winter, Kenigsztein and Khemka on July 24, 2019 and with Ms. Lorenzo on July 16, 2021, 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
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promote stability in management, secure their 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: motivation, retention and long-term value creation for our shareholders.
Motivate our executives to maximize their contributions
Establish a mix of financial and operational performance objectives based on our annual budget and our medium-term outlook to balance short- and long-term goals and risks
Establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability
Pay for performance that meets or exceeds the established objectives
Attract and retain superior employees
Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent
Include vesting requirements and forfeiture provisions in our multi-year equity awards, historically including a service period during which earned performance awards are subject to forfeiture
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Align executives’ interest with shareholders
Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives for a portion of awarded compensation
Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders
Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. A high percentage of the NEOs’ total compensation is aligned with shareholder interests and delivered in the form of multi-year performance-based equity incentive 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 considers a number of factors, including:
the responsibilities assumed by the individual executive and the significance of the individual’s role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;
from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.
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Setting Executive Compensation
To achieve these compensation objectives, the compensation packages provided to members of our senior management (other than our Executive Chairman), including our NEOs, include three main components: base salary, annual performance awards and multi-year equity incentive awards. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities.
For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus maximum annual cash performance award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.
We aim to compensate our executive officers at levels that are commensurate with the levels of compensation for executives in similar positions at a group of publicly-traded peer companies. TheseIn February 2021, the compensation committee selected the following peer group companies were selected
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based on their similarity to our company with respect to several criteria, includingthe following criteria: industry, market value, size and financial performance with respect to revenue, net income and EBITDA:revenue:
Altice USA, Inc.Level 3 Communications, Inc.
AMC Networks Inc.Millicom International Cellular S.A.
Cable One, Inc.Shaw Communications Inc.
Cincinnati Bell Inc.Telephone and Data Systems, Inc.
Consolidated Communications Holdings, Inc.United States Cellular Corporation
Discovery, Inc.VEON Ltd.
DISH Network CorporationVonage Holdings Corp.
IDT CorporationWideOpenWest, Inc.
Frontier Communications CorporationLiberty Global plcWindstream Holdings, Inc.
IDT CorporationZayo Group Holdings, Inc.
Accordingly, weWe evaluate our executive compensation program, including our mix of cash and equity compensation, based on a review of this peer group. The compensation committee reviewed compensation data from these peer companies, and other relevant survey sources, to inform its decision about overall compensation opportunities and specific compensation elements. Our compensation committee generally targeted the 75th percentile of peer group compensation levels for our executive compensation program, subject to adjustments based on individual experience, expertise and performance.
Assessing NEO Performance
The compensation committee employs a thorough process to evaluate our NEOs’ performance that informs its compensation decisions for the year, including those related to a NEO’s base salary, annual performance awards and annual equity awards. This design allows our 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 2020, in particular in managing Liberty Latin America through the pandemic, as noted above in "Company Response to COVID-19".2021.
Our CEO’s performance goals for 20202021 focused on sixfive key areas: culture and leadership,people, customer and operational excellence, key financial and growth metrics,initiatives, transformation initiatives inorganic growth, and governance and reputation. Our CEO acted quickly and decisively following the advent of COVID-19 as a global pandemic and established an agile framework to address the challenges of the pandemic centered around eight areas as described below and tied to the six key areas noted above, each one led by a member of the executive team. In determining Mr. Nair's compensation for 2020,2021, including the recognition bonus, our compensation committee recognized that Mr. Nair’s strong leadership, integrity and focus on building a united culture in respondingNair continued to rise to the challenges presented by the ongoing COVID-19
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pandemic and noted thathis exemplary leadership resulted in our company had a numbercompany’s recovery in 2021 and our achievement of significant performance accomplishments in 2020 under the leadership of Mr. Nair, as described in the following:following accomplishments:
Focus AreaPerformance
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Culture and People
Extended working from home arrangementsFlattened our structure, enhanced diversity and implemented office safety protocolsinclusion efforts and increased market and customer focus.

Directly communicated towith all employees every two weeksvia quarterly virtual town halls and frequently brought people togetherhosted in-person town halls with employees in small group virtual sessionsPuerto Rico, Costa Rica, Panama and Chile.
Proactively supported employee health and well-being. Established a COVID-19 Employee Assistance Fund where employees could apply for grants up to $500 to support financial needs created by the pandemic. Employee engagement at an all-time high and increased by 30 points year over year
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Added capacity, including through additional spectrum during the pandemic
Expanded fixed networks by either upgradingour company culture to employees of acquired businesses in Puerto Rico and Costa Rica through employee-focused programs and communications and leadership open forums.
Customer and Operational Excellence
Launched fixed-mobile convergence in Puerto Rico and Costa Rica along with enhancements in Panama and Jamaica.

Added or adding ~400,000upgraded approximately 750,000 homes passed over 80% of which were viaacross our operations, almost exclusively using fiber-to-the-home technologytechnology.

Increased mobile LTE population coverage, to ~95% with LTE customer penetrationor 5G across nearly all of ~60%our markets.
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Key Financial and Growth Initiatives
Delivered total revenue generating unit additionson 2021 guidance for all financial and operating metrics, including ~$200 million of 171,000, including record additions of 121,000 RGUs in Puerto Rico, growing the broadband subscriber base there by 23% year-over-yearadjusted free cash flow.

Drove customer relationship net promoter score (rNPS) improvement across the group despite pandemic headwinds, including increased call volumes due to lockdowns, a government moratoriumSuccessfully completed our acquisition of Telefónica S.A.’s operations in Panama and network challengesCosta Rica (the Telefónica-Costa Rica Acquisition)

Launched new products such as HubTV in Puerto Rico,Reached deal to acquire América Móvil’s Panama operations (the Claro Panama Acquisition) and to form a joint venture with América Móvil to combine our respective Chilean operations, VTR and Claro Chile Costa Rica and Panama
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(the Interacted with government officials throughout the year to keep them informed and successfully lobbied against moratorium laws in a majority of the marketsChile JV).
Reinforced company principles through effective communications and role modelling behavior
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Ensured business continuity and reset our operations for the future, including initiating a $150 million cost transformation initiative, accelerating the company’s digital agenda and increasing self-installations and improving collections
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Achieved fiscal year 2020 financial guidance target by generating positive adjusted free cash flow of $148 million despite challenges resulting from the pandemic
Continued the process of strengthening our balance sheet and capital structure through various financing transactions, including repricingrefinancing and refinancing exercises to continue to term outextending the maturities of certain of our debt, as well as successfully raising equityall of which came at a lower cost of capital through a fully subscribed rights offeringand long-dated tenors.
Transformation Initiatives
Expanded e-commerce from two to five markets.

Governance and Reputation
Continued engagement with key stakeholders throughout the year across the regions in which we operate.

Created data privacy task force focused on advising our operations and creating policies on data privacy and cybersecurity matters.

Rolled out new anti-corruption policy and associated materials and launched new employee training programs on anti-corruption, conflicts of interest and ethics.
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Completed the acquisition of AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands
Reached an agreement to acquire Telefónica S.A.’s operations in Costa Rica
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Increased board engagement with weekly updates and bi-weekly update calls, in addition to regularly scheduled board meetings and executive sessions
Our CEO and executive team also led our approachDuring 2021, we continued to building human capital in 2020. A large part of these efforts in 2020 centered around our response to COVID-19 and equality, diversity and inclusion.We had to adapt quickly to the impact of the pandemic and rapidly put into place measures that would protect our employees, our customers, and our communities. As we were deemed an essential business across our markets, providing critical connectivity and access, we mobilized and equipped our office personnel to be able to work remotely, while supplying our front-line team members with appropriate personal protective equipment and sanitation supplies. We also created a COVID-19 Employee Assistance Fund where employees could apply for grants up to $500 to support financial needs created by the pandemic. We funded the Employee Assistance Fund through donations from members of our Board of Directors, our Executive Team and employees.

We learnedlearn from the events and global dialogue in 2020 that we can always improve our efforts in Equality, Diversity & Inclusion. During the year,In 2021, we conductedtook deliberate actions to foster a virtual listening tour across 22 countries to learn frommore diverse and inclusive workplace as part of our employees, understand their experiences within our company and in their community, and identify focus areas where we could implement initiatives that would drive progress. As an initial undertaking, this process of listening, asking questions, and being open to feedback created a heightened understanding of the need to continue to work on the areas of Equality, Diversity & Inclusion. As a result, we developed an Equality, Diversity, and Inclusion strategy, and established anthis year, we launched our “Pride at Liberty Latin America” employee volunteer teamresource group to engage, educate, and a senior advisory team to oversee, guideempower LGBTQ+ people and drive the strategy.Our CEO signedallies. We also continued our work on the CEO Action for Diversity & Inclusion pledge with a focus on four components: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 of Directors.

Board.
For more information regarding our company’s approach to Human Capital, see the 20202021 Form 10-K.
In reviewing Mr. Nair’s performance, the compensation committee 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 and his handling of unanticipated additional responsibilities and events, includingrecovery from the COVID-19 pandemic. In light of these significant accomplishments, Mr. Nair received a recognition bonus as part of the annual cash performance plan, whereby top performers are eligible to receive a payout over the annual bonus result (the Recognition Bonus Program). For more information regarding our annual bonus plan and the Recognition Bonus Program, see Annual Performance Awards below.
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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 20202021 performance goals as well as the contributions made to respond toin the challenges presented bycompany’s recovery from the COVID-19 pandemic as noted above in this section and under Company Response to COVID-19.pandemic. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the Board and events planned for the directors, which assists in informing their judgment and assessment. The individual performance goals for the NEOs related to their respective functional or operational areas of responsibility. In particular:
Mr. Kenigsztein’s goals focused on the leadership of the operating companies, delivering commercial and operational targets, creating compelling propositions for customers, and leading a number of transformation programs, including digital transformation, and establishing a regional Operations Center in Panama. Mr. Kenigsztein’s was also responsible for leading the commercial strategy and plan to respond to the pandemic, including delivering total revenue generating unit additions of 171,000 and launching new products like HubTV in four markets.
Mr. Khemka’s goals focused on leadership and execution of the T&I transformation program, optimizing operational synergies, evaluating our video and broadband strategies, and managing the capital expenditure investments across the company, including projects to extend our networks.Mr. Khemka was responsible for managing the performance and maintenance of the company’s networks around the region during the pandemic, in particular taking actions to address the unprecedented increase in capacity and usage.
Mr. Noyes’ goals related to financial strategy, investor relations, strengthening the company’s balance sheet and liquidity, and ensuring compliance of all financial reporting, including progressing towards Sarbanes-Oxley compliance. During 2021, Mr. Noyes was responsible for preserving the company’s balance sheet during the pandemic, leading the successful rights offering in September, driving the cost reduction initiatives noted above and delivering positive adjustedour free cash flow targets and led our finance team to significantly outperform our 2021 tax budget and to close key financings across our credit silos.
Ms. Lorenzo joined the company as our Chief Customer Officer (CCO) in July 2021. Ms. Lorenzo is responsible for the year.our customers’ experience and life-time value and leads our Digital, Customer Experience and Commercial Programming teams. During 2021, Ms. Lorenzo established our company-wide customer promise, drove a 14% increase in digital created sales, more than doubled our e-commerce expansion from two markets to five and established agile teams and metrics focused on customer churn.
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 2020,2021, Mr. Winter was responsible for the discussions with government stakeholders in response to the pandemic, including limiting the impact of moratorium laws, and leading the company’s negotiations with the United States Department of Justice that ultimately resulted in the approval (subject to conditions) andsuccessful closing of the AT&T Acquisition.Telefónica-Costa Rica Acquisition and our negotiations with América Móvil in the pending Claro Panama Acquisition and the pending Chile JV.
Mr. Kenigsztein’s goals focused on the leadership of our CWP operations. Mr. Kenigsztein was responsible for the overall performance of CWP including oversight of commercial strategy and execution, sales, operations, and customer experience During 2021, Mr. Kenigsztein led a number of strategic initiatives which resulted in CWP’s strong recovery in 2021 with robust increases in reported revenue and adjusted OIBDA, the addition of over 60,000 revenue generating units and the most mobile subscriber additions for our company in 2021.
Mr. Khemka’s goals focused on of our VTR Operations in Chile. Mr. Khemka was responsible for the commercial strategy and performance, sales, operations and customer experience for VTR. During 2021, Mr. Khemka executed on a number of strategies to drive VTR’s performance and reset our cost base. He
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managed through a number of headwinds including fierce competition and vandalism to VTR’s network to remain focused on key priorities and to maintain an engaged workforce.
The compensation committee considered each NEO’s performance and overall leadership relative to the size and complexity of the business and the regions in which Liberty Latin America operates.
Elements of Our Compensation Packages
The implementation of our compensation approach is described below.
Base Salary
General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are expected to be based on increased responsibilities, company-wide budgets and increases in the cost of living.
20202021 Base Salaries. For 2020,2021, the base salaries of Messrs. Nair, Noyes, Winter, Kenigsztein and Khemka Noyes and WinterMs. Lorenzo were $1.25 million, $625,000, $550,000, $700,000,$625,000, $625,000 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 Employment and Other Agreements. As noted above, dueIn February 2021, our compensation committee accepted our CEO’s recommendation that Mr. Winter’s base salary be increased from $500,000 to $550,000 in recognition of his achievements during 2020 with respect to our discussions with government stakeholders in response to the impactspandemic and his leadership in our negotiations with the United States Department of Justice that ultimately resulted in the COVID-19 pandemic, Mr. Nair took a temporary pay cutapproval (subject to conditions) and closing of 20% for five monthsour acquisition of AT&T Inc.’s wireless and each of Messrs. Kenigsztein, Khemka, Noyeswireline operations in Puerto Rico and Winter took a temporary pay cut of 15% for five months.the U.S. Virgin Islands in October 2020 (the
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AT&T Acquisition
).
Annual Performance Awards
General. Annual cash performance awards are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance.
Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual cash performance award program and his recommendations for any recognition award. The compensation committee determines whether our financial performance for the prior fiscal year has satisfied the base performance objective set by the compensation committee, which is a precondition to the payment of any award to our CEO, and determines the percentage of the financial performance metric(s) that has been achieved. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards, and the terms of the annual cash performance award program for the current year, including, in a private session, the goals for our CEO for the coming year.
In connection with our annual cash performance award program, we encourage increased share ownership among management, including our NEOs, in our various countries, aligning incentives among employees and shareholders. As a result, our compensation committee implemented a shareholding incentive plan (SHIP) that allows certain members of management to elect to receive up to 100% of their annual performance awards in our Class A common shares, par value $0.01 per share, and our Class C common shares, par value $0.01 per share, in
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lieu of cash. A participant who elects to receive shares in respect to their annual cash performance award will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual performance award. The RSUs 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 common shares granted will be based on the closing prices of our LILA and LILAK shares on the date the performance award is paid and delivered on a one for two ratio between our LILA and LILAK shares. The option to receive and hold shares commenced with the 2018 annual performance bonus program.
Design of 20202021 Annual Bonus Program and 20202021 Performance. In approving the 20202021 annual performance bonus program (the 20202021 Annual Bonus Program), the compensation committee considered the following key elements of the 2019 Annual Bonus Program:elements:
the achievement of budgeted revenue and operating free cash flow (OFCF) growth;
the achievement of a target average rNPS;customer relationship net promoter score (rNPS); and
the base performance objective for our CEO required that either 50%25% of 20202021 budgeted revenue growth or 50%25% of 20202021 budgeted OFCF growth be achieved.
The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 20202021 of such metrics, with a maximum payout of 150% for over-performance for each of revenue, OFCF and rNPS. The metrics are weighted as: (i) revenue, weighted 30%; (ii) OFCF, weighted 50%; and (iii) rNPS, weighted 20%. The 20202021 target achievable performance award was $3.5 million and $500,000 for our CEO and CCO, respectively, pursuant to the terms of histheir employment agreementagreements, $750,000 for Mr. Kenigsztein and $1.0 million for each of the other NEOs.
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Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 20202021 annual bonus to up to 130% of the annual bonus result. Of note, budgeted revenue growth and budgeted OFCF growth provides for most of the total bonus payout amount for all participants.
The 20202021 Annual Bonus PlanProgram was adopted and approved in February 2020, prior to the World Health Organization declaring COVID-19 a world-wide pandemic. Accordingly, the design of the plan, performance metrics, and targets did not address the challenges and significant impacts of the pandemic on our operations and financial performance. After February 2020, the compensation committee made certain changes to the 2020 Annual Bonus Plan in response to the pandemic. First, to preserve the company’s cash position, the compensation committee agreed that certain2021. Certain participants in the 20202021 Annual Bonus Plan,Program, including the NEOs, would beare required to take 100% of the bonus in company stock under the SHIP. Second, in July 2020, the compensation committee determined that the significant and unprecedented impact the pandemic was having on the company’s operations and financial performance warranted a reevaluation of the goals established pre-pandemic, including the performance targets originally set for the 2020 Annual Bonus Plan. The compensation committee also recognized that the 2020 Annual Bonus Plan would no longer serve to motivate the participants in that plan if no changes were made and acknowledged the importance to the company and its stakeholders the importance to keep management motivated and retained throughout the rest of the year. The adjusted performance metrics were based on management’s estimates for the performance of the company in revenue, OFCF and rNPS over the last seven months of the year, taking into account assumptions regarding the impact of the pandemic.
Growth was determined by comparing 20192020 actual results, as adjusted for acquisitions, a disposition and FX,foreign currency exchange rates, for the applicable metric to the amount budgeted for that metric in the 20202021 audited consolidated financial statements as approved by our Board. The payout schedule for each financial metric is based on the percentage achievement against the target set at the JulyFebruary 2021 compensation committee meeting, as noted above, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies that affect comparability.
At its meeting on February 19, 2021,15, 2022, the compensation committee reviewed the actual revenue and OFCF for 20202021 based on our 20202021 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 20202021 financial performance and the individual NEO’s performance overall as compared to his 2020their 2021 performance goals, taking into account the payout schedules for financial and individual performance.
The following table provides further details of our 20202021 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 19, 202115, 2022 meeting, the compensation
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committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the table below.
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GoalAchievement Range (in millions, other than rNPS)% of Target Bonus
Consolidated Adjusted Revenue(1)



Actual Achievement
<$3,4794,511
>$3,480-4,512-$3,5574,668
$3,5584,669
>$3,5594,670
$3,585

4,688
0%
1%-29%
30%
31% - 45%
35.2%33.7%

Consolidated Adjusted OFCF(1), (2)



Actual Achievement
<$782916
>$783 - $821917- $951
$822952
>$823953
$819961
0%
1% - 49%
50%
51% - 75%
47.0%62.3%
rNPS (relationship net promoter score compared to target)(3)


Actual Achievement
 -7.5 points
> -7.5 < -2.5 points
> -2.5 points - 0 points
> 0 points - 2.5 points
-0.6-3.4 points
0%
1% - 19%
20%
21% - 30%
20.0%16.4%
Percentage (%) of Target Achieved102.2%112.4%
Actual Bonus for 20202021(4)
Nair:$4,650,100
Kenigsztein$1,022,0005,114,200
Noyes:$1,022,0001,461,200
KhemkaLorenzo:
$1,022,000562,000(5)
Winter:$1,328,6001,124,000
Kenigsztein:
$1,095,900(5)
Khemka:$1,124,000
(1)Adjustments were made in accordance with the terms of the 20202021 Annual Bonus Program and for certain other unbudgeted events that our compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These adjustmentsitems included (a) adjustments to 20192020 revenue and OFCF to reflect foreign currency exchange rates with the 20202021 exchange rates; (b) adjustments to excludeinclude the impact of acquisitions made in 2020 and a disposal, which consisted of: (i) adjusted the results2020 revenue and OFCF for the impact of the AT&T Acquisition completedto be on October 31,the same basis as the 2021 reported amounts for such acquisition, (ii) adjusted the 2020 (ii)revenue and OFCF for the impact of the disposition of ourbusiness-to-business operations in Puerto Rico in 2020 to be on the Seychelles duringsame basis as the fourth quarter of 2019,2021 reported amounts for such disposition, and (iii) adjusted the results2020 revenue and OFCF for the impact of a small acquisition in the Cayman Islands acquired in July 2020; (c) adjusted the 2019 revenue and OFCF for the impact of the United Telecommunication Services N.V. (UTS) acquisition to be on the same basis as the 20202021 reported amounts for such acquisition; (c) adjusted the 2021 revenue and OFCF to exclude the impacts of (i) the Telefónica-Costa Rica Acquisition and (ii) lease accounting adjustments related to the disposition of our subsidiary, VTR, in the pending Chile JV; and (d) the estimated impacts of hurricanes Isaiasvolcanic activity on our operations in St. Vincent and Iota experienced in the third and fourth quarters of 2020.Barbados. In the aggregate, the adjustments (x) to 20192020 amounts resulted in a net increase of revenue by $746 million and a net increase of OFCF by $135 million, primarily related to the AT&T Acquisition, and (y) to 2021 amounts resulted in a net decrease of revenue by $153 million and a net decrease of OFCF by $39 million, primarily related to foreign currency exchange rates, and (y) to 2020 amounts resulted in a net decrease of revenue by $182$111 million and OFCF decrease of $37$12 million, primarily related to the AT&TTelefónica-Costa Rica Acquisition.
(2)For purposes of the 20202021 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) less property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly
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associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due
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diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
(3)rNPS ranges are against each underlying operation's target, and consolidated results are based on the weighted average consolidated rNPS results, which have a target bonus percentage ranging from 0% to 30%. The bonus payout is determined by this absolute points score target, depending on the variance from the target.
(4)To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO’s target achievable performance award, as approved by the compensation committee, and in the case of Messrs. Nair, Noyes and Winter,Kenigsztein, who were awarded Recognition Bonus AwardAwards for their performance in 2020,2021, such result was multiplied by 1.30.
(5)Ms. Lorenzo’s 2021 target annual bonus was pro-rated based on her July 16, 2021 hire date. Mr. Kenigsztein’s target annual bonus was initially set at $1.0 million, but was reduced to $750,000 because CWP’s 2021 financial results did not meet the revenue and operating cash flow performance targets established by the compensation committee in March 2021.
Equity Incentive Awards
General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, represent a significant portion of our executives’ compensation. These awards ensure that our executives have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions.
2020 PSUs and SARs. Our compensation committee’s approach to equity incentive awards forGiven the senior management team has historically placed a significant emphasis on performance-based equity awards. Thecontinued uncertainty of the pandemic, in particular in the countries in which the company operates, the compensation committee setsestablished a target annual equity value for each executive each year. For the equity2021 long-term incentive awards awarded through 2020, approximately two-thirds were delivered in the formprogram comprised of an annual award of performance-based restricted share units (RSUs and SARs that vest over a three-year period (the PSUs) and approximately one-third in the form of an annual award of SARs. All of these awards are made pursuant to the Liberty Latin America 20182021 Long-Term Incentive Plan (Incentive PlanAwards).
The 2020 PSUs have a two-year performance period. The percentage of the PSU award earned during the relevant performance period is subject to vesting in two equal installments during 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 Incentive Plan, Furthermore, the compensation committee approved a separate one-time grant of performance-based share appreciation rights (PSARs) that would vest in early 2020,March 2024, subject to the target annual equity values for 2020achievement of individual objectives in each of the years 2021, 2022 and granted an aggregate of 698,598 PSUs2023 (the 2020 PSUsPhoenix Awards, and together with the 2021 Long-Term Incentive Awards, the 2021 Equity Incentive Awards) to our CEO.

The RSUs, SARs and PSARs that comprise the other NEOs of our company. Such 2020 PSUs2021 Equity Incentive Awards were adjusted due to the rights offering conducted in September 2020 (the Rights Offering); accordingly, an additional 20,236 2020 PSUs were issued to our CEO and the other NEOs of our company as a result of such Rights Offering. The 2020 PSUs were divided with one-third as Class A PSUs and two-thirds as Class C PSUs. Each 2020 PSU represents the right to receive one Class A common share or Class C common share, as applicable, subject to performance and vesting. In 2020,strategically selected by the compensation committee also granted an aggregate of 1,248,000 SARs (the 2020 SARs) to our CEO and the other NEOs of our company. The 2020 SARs were divided with one-third as Class A SARs and two-thirds as Class C SARs.
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The target annual equity values and grants for the 2020 PSUs and the 2020 SARs for our NEOs are set forth in the table below (as adjusted because of the Rights Offering):
Two-thirds of Target
Annual Equity Value in the Form of:
One-third of Target
Annual Equity Value in the Form of:
Name and PositionTarget Annual
Equity Value
Class A 2020
PSU Grant
Class C 2020
PSU Grant
Class A 2020
SAR Grant
Class C 2020
SAR Grant
Balan Nair, Chief Executive Officer & President6,500,000123,562257,861220,734441,468
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)1,500,00028,51459,50650,939101,878
Betzalel Kenigsztein, Former Senior Vice President & Chief Operating Officer1,500,00028,51459,50650,939101,878
Vivek Khemka, Former Senior Vice President and Chief Technology and Product Officer1,500,00028,51459,50650,939101,878
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary1,250,00023,76249,58942,44984,898
The performance period for the 2020 PSUs ends on December 31, 2021. As the performance measure, the compensation committee selected growth in operating cash flow (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 2020 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. In prior years, the compensation committee established the minimum and maximum target metric for the performance objectives in July of the first year of the performance period based on the company’s long-range plan reviewed with the Board in May of such year. Because of the pandemic,following conclusions and the difficulty in providing clarity on the company’s expected results over the two-year performance period for the 2020 PSUs, the compensation committee determined in July 2020 to delay the setting of the performance target for the 2020 PSUs so that the committee would have better visibility of the impacts of the pandemic on the long-range plans for the company. At its meeting in February 2021, the compensation committee established the OCF target for purposes of the 2020 PSUs related to OCF growth and also established minimum and maximum thresholds, which could result in award recipients earning 50% to 150% of their target 2020 PSUs, subject to reduction or forfeiture based on individual performance. The OCF target is subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. One-half of the earned 2020 PSUs will vest on March 15, 2022 and the balance on September 15, 2022.
The 2020 PSUs are subject to forfeiture or acceleration in connection with certain termination of employment or change in control events as described in —Potential Payments upon Termination or Change of Control—Termination of Employment—Death. The 2020 PSUs will convert to time-vested restricted share units following certain change in control events.
The 2020 SARs provide for vesting 33.33% of the shares on March 15, 2021 and the remaining shares in two equal installments on March 15, 2022 and March 15, 2023, respectively.
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In adopting this approach to equity incentive compensation in 2020, the compensation committee made the following observations:considerations:
The organizational risks of incentive compensation can be reduced through:
the use of multiple equity vehicles (for example, PSUsRSUs, SARs and SARs)PSARs) with different performance, retention, risk and reward profiles;
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; and
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 or PSARs, 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;
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; and
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Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.
Decisions for 2019 PSUs. In March 2019, the compensation committee of the Board granted 412,671 PSUs (the 2019 PSUs) with a two-year performance period ending on December 31, 2020. The performance measure was based on a two-year OCF CAGR target. The 2019 PSUs required a performance of at least 50% of the target OCF CAGR for payout with over-performance payout opportunities if the OCF CAGR exceeded the target, subject to reduction or forfeiture based on individual performance. One-half of the earned 2019 PSUs will vest on April 1, 2021 and the balance will vest on October 1, 2021.
The following table sets forth the threshold, target and maximum performance levels and related payouts for the 2019 PSUs:
Performance
Performance LevelOCF CAGRPayout
Maximum125%7.26%150%
Target100%5.81%100%
Threshold50%2.91%50%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2020 OCF against 2019 OCF, as adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF CAGR for extraordinary events that distort performance.
At its February 19, 2021 meeting, our compensation committee reviewed management’s calculations of 2019 and 2020 OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2019 PSU grant agreements. The required adjustments to the OCF for 2019 and 2020 made pursuant to the terms of the 2019 PSU grant agreements included adjustments to (1) reflect consistent foreign currency exchange rates, and (2) remove the effects of the acquisitions (and related impacts of such acquisitions, including integration costs) of AT&T assets in Puerto
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Rico and USVI and a small acquisition in the Cayman Islands, as these are acquisitions to be excluded pursuant to the guidelines, (3) adjusted the base OCF level for the impacts of the acquisitions of Cabletica and UTS to be on the same basis as the 2020 reported amounts for such acquisitions and (4) remove OCF related to our operations in the Seychelles following our disposition of this operation in November 2019.As permitted by the 2019 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments (a) adding back of estimated OCF impact related to the COVID-19 pandemic, (b) remove from OCF in 2018 an estimate of the political and social unrest in Chile from late October 2019 through year-end 2019 (excluding any FX impact noted in (1) above), and (c) adding back of estimated OCF impact related to Hurricanes Dorian, Isaias and Iota in August and September 2019.
The required and discretionary adjustments, in the aggregate, reduced our OCF for 2018 of $1,486.5 million to $1,416.0 million, and increased our OCF for 2020 of $1,486.2 to $1,559.7. Based on the foregoing, the compensation committee determined that approximately 85.19% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.95%) by the target OCF CAGR (5.81%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the threshold and target levels in the preceding table, translated into 85.19% of the target 2019 PSUs being earned. The compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2019 PSUs, which had been earned based on financial performance.
The table below sets forth the actual number of the 2019 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2019 PSUs,including the additional PSUs granted to each NEO as an adjustment of outstanding 2019 PSUs in connection with the Rights Offering.
NameLLA Class A RSUsLLA Class C RSUs
Balan Nair62,179129,763
Christopher Noyes14,34929,946
Betzalel Kenigsztein14,34929,946
Vivek Khemka14,34929,946
John Winter11,95724,955
2021 Long-Term Equity Awards. Pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan), in March 2021, the compensation committee approved the target annual equity values for 2021 and granted an aggregate of 656,382721,131 RSUs (the 2021 RSUs) and 1,378,5571,523,952 SARs (the 2021 SARs) to our CEO and the other NEOs of the company.
For the 2021 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for all recipients, including our named executive officers. ReflectingNEOs. 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 outstanding shares of the company's Class A and Class C common shares, and past practice in itsour incentive plans, the RSUs and SARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C.plans. This approach conforms the 2021 equity grants with the market practice to provide a form of time-vested awards for all grant recipients in the RSUs and to align compensation with shareholder returns with the SARs.
The following table summarizes the target annual equity values and number of 2021 RSUs and 2021 SARs granted to our NEOs:
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60% of Target Annual Equity Value in the Form of40% of Target Annual Equity Value in the Form of
Name and PositionTarget Annual Equity ValueClass A 2021 RSU GrantClass C 2021 RSU GrantClass A 2021 SAR GrantClass C 2021 SAR Grant
Balan Nair6,500,00093,257186,514195,860391,720
Christopher Noyes2,500,00035,86871,73675,331150,662
Rocio Lorenzo1,500,000 21,583 43,166 48,465 96,930 
John M. Winter2,000,00028,69457,38860,265120,530
Betzalel Kenigsztein(1)
2,000,000 28,69457,38860,265120,530
Vivek Khemka2,250,000 32,28164,56267,798135,596
60% of Target Annual Equity Value in the Form of40% of Target Annual Equity Value in the Form of
Name and PositionTarget Annual Equity ValueClass A 2021 RSU GrantClass C 2021 RSU GrantClass A 2021 SAR GrantClass C 2021 SAR Grant
Balan Nair, Chief Executive Officer & President6,500,00093,257186,514195,860391,720
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)2,500,00035,86871,73675,331150,662
Betzalel Kenigsztein, Former Senior Vice President & Chief Operating Officer2,250,00028,69457,38860,265120,530
Vivek Khemka, Former Senior Vice President and Chief Technology and Product Officer2,000,00032,28164,56267,798135,596
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary2,000,00028,69457,38860,265120,530
The 2021(1)    Mr. Kenigsztein forfeited 7,741 LILA RSUs, 14,347 LILAK RSUs, 15,066 LILA SARs and 202130,133 LILAK SARs, arewhich were subject to shareholder approvalthe achievement of an amendment to the Incentive Plan to increase the number of shares authorized under the plan, as set forthCWP revenue and OCF performance targets that were not met in Proposal 4. 2021.     
One-third of the 2021 RSUs and 2021 SARs vest on March 15th of the yearseach of 2022, 2023 and 2024, except for Ms. Lorenzo whose 2021 RSUs and 2021 SARs vest on August 1st of each of 2022, 2023 and 2024. The SARs have a term of ten years (increased from seven years in our previous grants) and base prices equal to the market closing price of the common shares on the grant date of March 16, 2021, which was $14.00 for LILA and $14.10 for LILAK, except for Ms. Lorenzo whose 2021 SARs have a ten-year term and base prices equal to the market closing price of the common shares on the grant date of July 16, 2021, which was $13.53 for LILA and $13.57 for LILAK. The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company.

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In determining the target annual equity values and number of 2021 RSUs and 2021 SARs to be granted to our NEOs, the compensation committee considered the performance of our executive officers in 2020 as well as 2020 annual equity award targets.The compensation committee recognized Mr. Noyes’ leadership in preserving our balance sheet and driving cost reduction initiatives during the pandemic and the delivery of positive free cash flow for 2020; Mr. Winter’s achievements during 2020 with respect to our discussions with government stakeholders in response to the pandemic and his leadership in our negotiations with the United States Department of Justice that ultimately resulted in the approval (subject to conditions) and closing of the AT&T Acquisition; Mr. Kenigsztein’s leadership with respect to our commercial strategy and plan to respond to the pandemic and the delivery of 171,000 additional total revenue generating units and his new responsibilities as General Manager of CWP; and Mr. Khemka’s management of our performance and maintenance of our networks around the region during the pandemic and his new responsibilities as General Manager of VTR.Based on its review of Messrs. Noyes, Winter, Kenigsztein and Khemka’s 2020 performance, and upon our CEO’s recommendation, the compensation committee granted the target annual equity values for 2021 Long-Term Incentive Awards summarized in the table above, such values which when compared to the target annual equity values for 2020 annual equity awards, represent an increase in annual equity award target values for the following NEOs by the indicated amounts : Mr. Noyes – $1.0 million, Mr. Winter – $750,000, Mr. Kenigsztein – $500,000 and Mr. Khemka – $750,000. The 2021 target annual equity value for Mr. Nair remained unchanged at $6.5 million, and Ms. Lorenzo’s $1.5 million 2021 target annual equity value was set pursuant to her employment agreement.The $500,000 increase to Mr. Kenigsztein’s 2021 annual equity award target was subject to CWP’s achievement of certain revenue and operating cash flow (OCF) (as defined below) performance targets set by the compensation committee in March 2021, which were not met.

2021 Phoenix Incentive Awards. As noted above, the compensation committee has three primary objectives with respect to executive compensation - motivation, retention and alignment of interests to create shareholder value. Pursuant to the Incentive Plan, on March 16, 2021 (or July 16, 2021 in Ms. Lorenzo’s case), the Committeecompensation committee approved a one-time grant of performance-based share appreciation awards (the the Phoenix Awards) for our NEOs and other key employees. The Phoenix Awards are designed to motivate and reward employees to build momentum in the company's operating performance over the next three years, drive the company to emerge stronger from the pandemic, accelerate the company’s transition to a digital first company, retain key executives and to drive our senior management toward attaining increased shareholder value over the three-year performance period.

The Phoenix Awards are in the form of performance-based share appreciation rights (PSARs).PSARs. Reflecting the approximate ratio of outstanding shares of the company's Class A and Class C common shares, and past practice in itsour incentive plans, the PSARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C. Each PSAR represents the right to receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value of the common shares on the day of exercise over the base price specified in the grant, subject to performance and vesting. The performance period for the Phoenix Awards ishave performance conditions based on achievement of individual objectives in each of the period beginning January 1,years 2021, 2022, and ending December 31, 2023,2023. These objectives consist of quantitative and thequalitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals. The Phoenix Awards will vest on March 16,15, 2024, based onsubject to satisfaction of the individual objectives and continued employment of the recipient through this date.
The Phoenix Award for our CEO is 3 million (comprised of 1 million Class A PSARs and 2 million Class C PSARs) and for each of the other named executive officers is 300,000 PSARs (comprised of 100,000 Class A
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PSARs and 200,000 Class C PSARs), except the Phoenix Award for BetzalelMr. Kenigsztein is 100,000 PSARs (comprised of 33,333 Class A PSARs and 66,667 Class C PSARs).
The PSARs are subject to shareholder approval of an amendment to the Incentive Plan to increase the number of shares authorized under the plan, as set forth in Proposal 4. 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. The Phoenix AwardsLILAK for our NEOs, except for Ms. Lorenzo whose PSARs have performance conditions based on achievement of individual objectives in eachbase prices equal to the market closing price of the yearscommon shares on the grant date of July 16, 2021, 2022,which was $13.53 for LILA and 2023. These objectives consist of quantitative and qualitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals.$13.57 for LILAK.
The Phoenix Awards are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company.
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Decisions for 2020 PSUs. For the equity incentive awards awarded through 2020, approximately two-thirds were delivered in the form of an annual award of performance-based restricted share units (PSUs) and approximately one-third in the form of an annual award of SARs. All of these awards are made pursuant to the Incentive Plan.
Pursuant to the Incentive Plan, the compensation committee approved, in early 2020, the target annual equity values for 2020 and granted an aggregate of 698,598 PSUs (the 2020 PSUs) to our CEO and the other NEOs of our company, other than Ms. Lorenzo who joined our company in July 2021. Such 2020 PSUs were adjusted due to the rights offering conducted in September 2020 (the Rights Offering), resulting in an additional 20,236 2020 PSUs being issued to our CEO and the other NEOs. Furthermore, at its meeting on February 19, 2021, the compensation committee selected OCF as the performance measure and established minimum, target and maximum performance goals related to 2021 OCF, which could result in award recipients earning 50% to 150% of their target 2020 PSUs, subject to reduction or forfeiture based on individual performance. OCF is defined as operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant 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 2020 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 following table sets forth the threshold, target and maximum performance levels and related payouts for the 2020 PSUs:
Performance
Performance LevelOCFPayout
Maximum150%$1,832 million150%
Target100%$1,792 million100%
Threshold50%$1,752 million50%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF for the performance period may be adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF for extraordinary events that distort performance.
At its February 15, 2022 meeting, our compensation committee reviewed management’s calculations of 2021 OCF, as adjusted pursuant to the terms of the 2020 PSU grant agreements. The required adjustments to the OCF for 2021 were made pursuant to the terms of the 2020 PSU grant agreements and included adjustments to remove the effects of (1) the Telefónica-Costa Rica Acquisition (and related impacts of such acquisition, including integration costs), as this is an acquisition to be excluded pursuant to the guidelines and (2) lease accounting adjustments related to the AT&T Acquisition and the disposition of our subsidiary, VTR, in the pending Chile JV. As permitted by the 2020 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments adding back the cost impact of volcanic activity on our operations in St. Vincent and Barbados.
The required and discretionary adjustments, in the aggregate, decreased our OCF target to $1,792 million and decreased our 2021 OCF of $1,829 million to $1,801 million. Based on the foregoing, the compensation committee determined that approximately 111.4% of the target OCF had been achieved. This determination was made by dividing the adjusted actual OCF achieved above target ($9 million) by $40 million, using maximum available precision. That percentage achievement of the target OCF, which fell between the target and maximum levels in the preceding table, translated into 111.4% of the target 2020 PSUs being earned. The compensation committee further
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determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2020 PSUs, which had been earned based on financial performance.
The table below sets forth the actual number of the 2020 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2020 PSUs, including the additional PSUs granted to each NEO as an adjustment in connection with the Rights Offering. One-half of the earned 2020 PSUs will vest on March 15, 2022 and the balance on September 15, 2022.
NameLLA Class A RSUsLLA Class C RSUs
Balan Nair137,648287,257
Christopher Noyes31,76566,290
Rocio Lorenzo
John Winter26,47155,242
Betzalel Kenigsztein31,76566,290
Vivek Khemka31,76566,290
Share Ownership Policy
Our 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:
PositionGuideline
Chief Executive Officer5 times base salary
Chief Financial Officer, Chief Operating Officer, Chief Technology and Product Officer and Chief Legal Officer4 times base salary
All other members of the Executive Leadership Team, including our Chief Customer Officer3 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 and Stock Ownership 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 (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers and who are designated as participants from time to time by our compensation committee may elect to defer payment of certain of their compensation as described under —Deferred Compensation 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 and Stock Ownership Plan, but such contributions are capped by U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior management. With respect to the tax ramifications to us of the Deferred Compensation Plan, the compensation committee noted in adopting the plan that the corporate tax deduction on the deferred compensation
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may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although our compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our compensation packages, because participation in the plan, and to what extent, is at each participant’s discretion.
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Other Benefits
We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are limited to personal use of our corporate aircraft, and an executive health plan.plan and relocation benefits.
Under our aircraft policy, members of our Board, our CEO, other executive officers and certain senior officers, with our CEO’s or Chief Legal Officer’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the aggregate incremental costs incurred, plus applicable taxes. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. Pursuant to his employment agreement, the annual flight hours for Mr. Nair’s personal use of our aircraft is 50 hours per year without cost reimbursement. If Mr. Nair’s personal use of our aircraft exceeds 50 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 50 annual flight hours. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.
The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined using a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use.
We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.
In 2021, Ms. Lorenzo, Mr. Kenigsztein and Mr. Khemka each received relocation, housing and expatriate benefits in connection with Ms. Lorenzo’s and Mr. Kenigsztein’s relocations to Panama and Mr. Khemka’s relocation to Chile. Ms. Lorenzo’s employment agreement also provides for tuition support for each child for up to three years, and reimbursement of reasonable attorney’s fees incurred in connection with the negotiation of her employment agreement. 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. Mr. Khemka also received tuition benefits during 2021.
Tax and Accounting Considerations
Under the 2017 Tax Act, Section 162(m) of the Code and the regulations and interpretations promulgated thereunder 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. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible. While the compensation committee considers the accounting and tax implications of its compensation decisions, other important considerations may outweigh such tax or accounting implications, and the compensation committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax
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laws. Our compensation committee endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.
Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.
Recoupment Policy
We have a recoupment policy, which is reflected in the terms of our PSU awards and our annual cash performance awards for executive officers, that provides that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and our compensation committee determines that if the financial results had been properly reported the portion of the awards that would
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have been earned by participants would have been lower than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.
Post-Employment Benefits and Change in Control
Our CEO and each of our NEOs are entitled to post-employment benefits under their respective employment agreements. See Employment and Other Agreements below. Additionally, our NEOs and executive officers are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the Incentive Plan provides the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change in control events. Accordingly, the existence of these potential post-employment and change in control benefits has not influenced our compensation committee’s decisions with respect to executive compensation.
In designing the terms for the PSU awards,2020 PSUs and Phoenix Awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the 2020 PSU awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result of death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result of death or disability. AwardsThe 2020 PSUs will only be accelerated upon specified change in control events if the awards are not continued on the same terms and conditions or, 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. The Phoenix 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 Phoenix Awards upon a qualifying retirement or a termination of employment without cause. Full vesting of the Phoenix Awards will only be accelerated upon specified change in control events as discussed in Potential Payments upon Termination or Change in 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 and change in control provisions, see Potential Payments upon Termination or Change in Control below.
Timing of Equity Awards
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, our compensation committee expects to use the 1:2 weighted, LILA and LILAK, 5-day volume weighted-averageaverage prices of such shares leading up to the date of such committee’s
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approval of the grants to determine the number of awards to issue. The grant date for such awards generally occurs in March of each year. For 2020 and 2021, awards were granted in mid-March.mid-March to our NEOs, except that Ms. Lorenzo’s awards were granted in mid-July when she joined our company. As a relatively 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. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.
Policies Regarding Hedging
Our Board 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 from hedging the economic risk of share ownership.
Compensation Committee Report
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The compensation committee has reviewed the Compensation Discussion and Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Members of the
Compensation Committee
Miranda Curtis (chair)
Paul A. Gould
Eric L. Zinterhofer

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Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for fiscal years 2021, 2020 2019 and 2018:
Name and Principal PositionYear
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
($)(5)
Total ($)
20201,145,833 — 7,643,161 4,054,074 2,325,050 1,245,039 65,205 16,478,363 
Balan Nair20191,250,000 — 6,943,346 2,932,965 1,320,200 48,831 86,913 12,582,255 
Chief Executive Officer & President20181,250,000 1,500,000 6,436,213 2,562,779 1,431,000 1,249 112,207 13,293,448 
2020560,938 — 1,730,721 935,563 511,000 — 21,117 3,759,338 
Christopher Noyes2019550,000 — 2,203,493 676,845 — — 24,613 3,454,951 
Senior Vice President & Chief Financial Officer2018550,000 — 1,773,099 640,695 — — 24,639 2,988,433 
2020627,083 — 2,307,569 935,563 — 55,776 131,557 4,057,547 
Betzalel Kenigsztein2019700,000 — 1,177,980 676,845 660,100 9,468 34,116 3,258,509 
Former Senior Vice President & Chief Operating Officer2018700,000 — 1,112,704 640,695 667,800 700 62,668 3,184,567 
2020585,938 — 1,812,592 935,563 408,800 3,980 24,420 3,771,292 
Vivek Khemka2019625,000 — 1,655,374 676,845 235,750 557 24,758 3,218,285 
Former Senior Vice President & Chief Technology and Product Officer2018195,313 — 1,065,995 695,487 147,188 — 4,230 2,108,213 
2020468,750 — 1,696,272 779,633 511,000 8,988 21,117 3,485,759 
John Winter2019500,000 — 1,777,272 564,042 — — 30,431 2,871,745 
Senior Vice President, Chief Legal Officer & Secretary2018500,000 — 1,311,785 533,901 — — 25,864 2,371,550 
2019:
Name and Principal PositionYear
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
($)(5)
Total ($)
20211,250,000 — 9,250,842 26,310,008 — 609,265 156,688 37,576,803 
Balan Nair20201,145,833 — 7,643,161 4,054,074 2,325,050 1,245,039 65,205 16,478,363 
Chief Executive Officer & President20191,250,000 — 6,943,346 2,932,965 1,320,200 48,831 86,913 12,582,255 
2021625,000 — 3,020,587 3,857,442 — 25,422 36,770 7,565,220 
Christopher Noyes2020560,938 — 1,730,721 935,563 511,000 — 21,117 3,759,338 
Senior Vice President & Chief Financial Officer2019550,000 — 2,203,493 676,845 — — 24,613 3,454,951 
2021200,256 (7)— 1,510,027 2,872,206 — — 61,558 4,644,048 
Rocio Lorenzo(6)2020— — — — — — — 
Senior Vice President & Chief Customer Officer2019— — — — — — — 
2021541,667 (8)— 2,368,692 3,525,976 — 37,185 38,094 6,511,614 
John Winter2020468,750 — 1,696,272 779,633 511,000 8,988 21,117 3,485,759 
Senior Vice President, Chief Legal Officer & Secretary2019500,000 — 1,777,272 564,042 — — 30,431 2,871,745 
2021743,886 (9)— 2,407,320 2,059,248 — 20,304 50,500 5,281,258 
Betzalel Kenigsztein2020627,083 — 2,307,569 935,563 — 55,776 131,557 4,057,547 
General Manager of CWP and Former Senior Vice President & Chief Operating Officer2019700,000 — 1,177,980 676,845 660,100 9,468 34,116 3,258,509 
2021597,523 (10)— 2,585,755 3,691,709 — 27,631 226,998 7,129,615 
Vivek Khemka2020585,938 — 1,812,592 935,563 408,800 3,980 24,420 3,771,292 
General Manager of VTR and Former Senior Vice President & Chief Technology and Product Officer2019625,000 — 1,655,374 676,845 235,750 557 24,758 3,218,285 
(1)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 2021 RSUs, in each case, determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718). The 2020 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 1, 2021 for the equity portion of the 2020 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs
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received as described in (a), (c) the grant date fair value of each NEO’s target
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2020 PSUs, determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718), (d) the grant date fair value of the RSUs granted to each NEO as adjustment to outstanding awards in connection with the 2020 Rights Offering, and (e) the grant date fair value of the target number of PSUs granted to each NEO as adjustment to outstanding PSUs in connection with the 2020 Rights Offering.Offering, in each case, determined in accordance with ASC 718. The 2019 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 13, 2020 for the equity portion of the 2019 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 2019 PSUs, determined in accordance with ASC 718. The 2018 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, 2019 for the equity portion of the 2018 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of Mr. Khemka’s sign-on award of LILA and LILAK RSUs, and (d) the grant date fair value of each NEO’s target 2018 PSUscase, determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 1617 to our consolidated financial statements for the year ended December 31, 2020,2021, which are included in the 20202021 Form 10-K.
(2)The 2021 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2021 SARs and the grant date fair value of Phoenix Awards approved on March 16, 2021 and granted on May 12, 2021 to our NEOs (except for Ms. Lorenzo whose 2021 SARs 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 reflect the impact of estimated forfeitures and assume a risk-free interest rate ranging from 1.30% to 1.44%, a volatility rate ranging from 36.93% to 44.46% and an expected term of 10.0 years. The 2020 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2020 and granted on March 13, 2020 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 0.72%, a volatility rate ranging from 35.33% to 35.44% and an expected term of 7.0 years. The 2019 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2019 and granted on April 1, 2019 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.44%, a volatility rate ranging from 34.93% to 35.03% and an expected term of 7.0 years. The 2018 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2018 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate ranging from 2.92% to 3.05%, a volatility rate of ranging from 32.00% to 32.95% and an expected term of 7.0 years. For a further description of the assumptions used in these calculations, see Notes 3 and 1617 to our consolidated financial statements for the year ended December 31, 2020,2021, which are included in the 20202021 10-K.
(3)The 2020 dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the portion of the payment earned by the NEOs under the 2020 Annual Bonus Program and which the applicable NEO elected to defer under the Deferred Compensation Plan. The compensation committee determined the final award amounts at its February 19, 2021 meeting. The awards were paid out in March 2021. The dollar amounts in the “Non-Equity Incentive Plan Compensation” column also reflect the cash payments earned by the NEOs under the 20192020 Annual Bonus Program and the 20182019 Annual Bonus Program, respectively. The awards were paid out in March 20192021 and March 2018,2020, respectively.
(4)The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set. Additionally, for the 2020 year, the dollar amount shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflects the portion of a reimbursement paid to Liberty Global plc in 2020 for above-market interest accrued in 2018, 2019 and 2020 on compensation previously deferred by the applicable NEO under the Liberty Global, Inc. Deferred Compensation Plan (the LG Deferred Compensation Plan) in connection with their service for Liberty Global prior to the Split-Off, as shown in the table below:

NameAbove-market interest reimbursement for 2018 ($)Above-market interest reimbursement for 2019 ($)Above-market interest reimbursement for 2020 ($)
Balan Nair333,741302,322472,519
Betzalel Kenigsztein19,52610,4860
John Winter2,3262,4344,227
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NameAbove-market interest reimbursement for 2018 ($)Above-market interest reimbursement for 2019 ($)Above-market interest reimbursement for 2020 ($)
Balan Nair333,741302,322472,519
Betzalel Kenigsztein19,52610,4860
John Winter2,3262,4344,227
(5)The following table provides additional information about the 20202021 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:
NameName401(k) Plan ($)(a)
Life Insurance
($)(b)
Meals ($)(b)Airplane Usage ($)(b)Miscellaneous ($)(c)Total ($)Name401(k) Plan ($)(a)
Life Insurance
($)(b)
Relocation ($)(b)Airplane Usage ($)(b)Miscellaneous ($)(c)Total ($)
Balan NairBalan Nair19,50060251530,58714,00065,205Balan Nair19,500494— 127,2129,482156,688
Christopher NoyesChristopher Noyes19,500602515— 50021,117Christopher Noyes19,500494— 16,276 50036,770
Rocio LorenzoRocio Lorenzo— — 61,05850061,558
John WinterJohn Winter19,500494— — 18,10038,094
Betzalel KenigszteinBetzalel Kenigsztein7,0001003092,767121,381131,557Betzalel Kenigsztein— — 50,000— 50050,500
Vivek KhemkaVivek Khemka19,50050451551 3,85024,420Vivek Khemka19,500— 184,101— 23,397226,998
John Winter19,500602515— 50021,117
(a)Represents matching employer contributions made under the Liberty Latin America 401(k) Savings and Stock Ownership Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Latin America’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched.
(b)Amounts reflect the following:
Premiums for term life insurance under our group term life insurance benefit plan for U.S. employees.
Payments made on behalf of Ms. Lorenzo and Messrs. Nair, Noyes, Kenigsztein Winter and Khemka related to Liberty Latin America’s on-site cafeteria.their relocation costs.
Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Nair ($30,587), Mr. Kenigsztein ($2,767)127,212) and Mr. KhemkaNoyes ($51)16,276). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.
(c)Amounts reflect the following:
Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka under our executive health plan.
PaymentsA gift given to each of our NEOs.
Travel payments and a tax assistance benefit to Mr. Kenigsztein related to housing and relocation costs for his move to Panama ($45,224) and to Messrs. Nair and Kenigsztein related to travel.Khemka.
Payments to Mr.Messrs. Nair, Winter and Khemka to reimburse for educational expenses ($7,190).expenses.
(6)Mr. KhemkaMs. Lorenzo joined our company in September 2018.July 2021.
(7)Ms. Lorenzo’s 2021 annual base salary has been pro-rated based on her July 2021 start date with our company and also includes payment of a thirteenth month of salary as required by Panamanian law.
(8)The annual base salary in effect for Mr. Winter for January and February 2021 was $500,000, which was increased to $550,000, effective in March 2021.
5253


(9)Mr. Kenigsztein’s 2021 annual base salary includes payment of a thirteenth month of salary as required by Panamanian law.
(10)The compensation committee had set Mr. Khemka’s 2021 annual base salary at $625,000, but such amount was effectively reduced to $597,523 as a result of the degradation in the foreign currency exchange rate between the Chilean Peso and U.S. Dollar in July 2021 when he was transferred to our Chilean subsidiary’s payroll.
54


Grants of Plan-Based Awards
The table below sets forth certain information concerning the grants of equity based awards and the annual performance bonus awards approved and granted to our NEOs under the Incentive Plan during the year ended December 31, 2020,2021, as described above in —Compensation Discussion and Analysis—Elements of Our Compensation Packages.
Estimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#) (2)All other Option Awards Number of Securities Underlying Options (#)Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)
Estimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#)All other Option Awards Number of Securities Underlying Options (#)(2)Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)(8)
NameNameGrant DateBoard/ Committee Action DateThreshold ($)Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
NameGrant DateBoard/ Committee Action DateThreshold
(#)
Target
(#)
Maximum
(#)
Balan NairBalan NairBalan Nair
LILALILA5/12/2021 (1)03/16/2021— — — — 195,860 14.00 1,442,170 
3/15/2021 (1)02/21/2020875,000 1,750,000 2,275,000 — — — — — — — 5/12/2021 (2)03/16/2021— — — 6,691 — — 90,529 
LILA3/13/2020 (2)03/13/2020— — — — — — — 220,734 10.42 1,780,595 
3/13/2020 (3)02/20/2019— — — — — — 102,549 — — 1,068,561 5/12/2021 (3)03/16/2021— 1,000,000 — — — 14.00 6,940,000 
3/13/2020 (4)03/13/2020— — — 61,781 123,562 185,343 — — — 1,287,516 5/12/2021 (4)03/16/2021— — — 93,257 — — 1,261,767 
3/15/2021 (5)02/21/2020— — — 328,125 656,250 853,125 — — — — 3/15/2022 (5)02/19/2021$328,125 $1,312,500 $1,706,250 — — — — 
LILAKLILAK3/13/2020 (2)03/13/2020— — — — — — — 441,468 10.48 2,273,479 LILAK5/12/2021 (1)03/16/2021— — — — 391,720 14.10 2,866,928 
3/13/2020 (3)02/20/2019— — — — — — 205,098 — — 2,149,427 5/12/2021 (2)03/16/2021— — — 13,382 — — 183,333 
3/13/2020 (4)03/13/2020— — — 123,562 247,124 370,686 — — — 2,589,860 5/12/2021 (3)03/16/2021— 2,000,000 — — — 14.10 13,820,000 
3/15/2021 (5)02/21/2020— — — 656,250 1,312,500 1,706,250 — — — — 5/12/2021 (4)03/16/2021— — — 186,514 — — 2,555,242 
10/1/2020 (6)09/21/2020— — — — — — 64,005 — — 558,764 3/15/2022 (5)02/19/2021$656,250 $2,625,000 $3,412,500 — — — — 
Christopher NoyesChristopher Noyes
LILALILA5/12/2021 (1)03/16/2021— — — — 75,331 14.00 554,682 
10/1/2020 (7)09/21/2020— — — 3,172 6,344 9,516 — — — 55,383 5/12/2021 (2)03/16/2021— — — 1,470 — — 19,899 
10/1/2020 (8)09/21/2020— — — 5,369 10,737 16,106 — — — 93,734 
Christopher Noyes
3/15/2021 (1)02/21/2020— 500,000 650,000 — — — — — — — 
LILA3/13/2020 (2)03/13/2020— — — — — — — 50,939 10.42 410,910 
3/13/2020 (3)02/21/2019— — — — — — 42,821 — — 446,195 5/12/2021 (3)03/16/2021— 100,000 — — — 14.00 694,000 
3/13/2020 (4)03/13/2020— — — 14,257 28,514 42,771 — — — 297,116 5/12/2021 (4)03/16/2021— — — 35,868 — — 485,294 
3/15/2021 (5)02/21/2020— — — — 187,500 243,750 — — — — 3/15/2022 (5)02/19/2021— $375,000 $487,500 — — — — 
LILAKLILAK3/13/2020 (2)03/13/2020— — — — — — — 101,878 10.48 524,653 LILAK5/12/2021 (1)03/16/2021— — — — 150,662 14.10 1,102,668 
3/13/2020 (3)02/20/2019— — — — — — 85,642 — — 897,528 5/12/2021 (2)03/16/2021— — — 2,940 — — 40,278 
3/13/2020 (4)03/13/2020— — — 28,514 57,028 85,542 — — 597,653 5/12/2021 (3)03/16/2021— 200,000 — — — 14.10 1,382,000 
3/15/2020 (5)02/21/2020— — — — — — 14,274 — — 124,612 5/12/2021 (4)03/16/2021— — — 71,736 — — 982,783 
10/1/2020 (6)09/21/2020— — — 732 1,464 2,196 — — — 12,781 3/15/2022 (5)02/19/2021— $750,000 $975,000 — — — — 
Rocio LorenzoRocio Lorenzo
LILALILA7/16/2021 (1)— — — — 48,465 13.53 312,983 
7/16/2021 (3)— 100,000 — — — 13.53 301,452 
7/16/2021 (4)— — — 21,583 — — 292,018 
3/15/2022 (5)07/16/2021— $187,500 $243,750 — — — — 
5355


Estimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#) (2)All other Option Awards Number of Securities Underlying Options (#)Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)
Estimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#)All other Option Awards Number of Securities Underlying Options (#)(2)Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)(8)
NameNameGrant DateBoard/ Committee Action DateThreshold ($)Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
NameGrant DateBoard/ Committee Action DateThreshold
(#)
Target
(#)
Maximum
(#)
LILAKLILAK7/16/2021 (1)— — — — 96,930 13.57 685,512 
7/16/2021 (3)— 200,000 — — — 13.57 591,273 
7/16/2021 (4)— — — 43,166 — — 585,763 
3/15/2022 (5)07/16/2021— $375,000 $487,500 — — — — 
John WinterJohn Winter
LILALILA5/12/2021 (1)03/16/2021— — — — 60,265 14.00 443,747 
5/12/2021 (2)03/16/2021— — — 1,912 — — 25,869 
5/12/2021 (3)03/16/2021— 100,000 — — — 14.00 694,000 
5/12/2021 (4)03/16/2021— — — 28,694 — — 388,230 
3/15/2022 (5)02/19/2021— $375,000 $487,500 — — — — 
LILAKLILAK5/12/2021 (1)03/16/2021— — — — 120,530 14.10 882,137 
5/12/2021 (2)03/16/2021— — — 3,824 — — 52,389 
5/12/2021 (3)03/16/2021— 200,000 — — — 14.10 1,382,000 
10/1/2020 (7)09/21/2020— — — 1,239 2,478 3,717 — — — 21,633 5/12/2021 (4)03/16/2021— — — 57,388 — — 786,216 
10/1/2020 (8)09/21/2020— — — — 375,000 487,500 — — — — 3/15/2022 (5)02/19/2021— $750,000 $975,000 — — — — 
Betzalel KenigszteinBetzalel KenigszteinBetzalel Kenigsztein
LILALILA3/13/2020 (2)03/13/2020— — — — — — — 50,939 10.42 410,910 LILA5/12/2021 (1)03/16/2021— — — — 45,199 14.00 332,812 
5/12/2021 (2)03/16/2021— — — 2,941 — — 39,792 
5/12/2021 (3)03/16/2021— 33,333 — — — 14.00 231,331 
5/12/2021 (4)03/16/2021— — — 21,520 — — 291,166 
3/13/2020 (3)02/20/2019— — — — — — 10,141 — — 105,669 5/12/2021 (6)03/16/2021— 15,066 — — — 14.00 110,935 
3/13/2020 (4)03/13/2020— — — 14,257 28,514 42,771 — — — 297,116 5/12/2021 (6)03/16/2021— 7,174 — — — — 97,064 
3/15/2021 (5)02/21/2020— — — — 375,000 487,000 — — — — 3/15/2022 (5)02/19/2021— $281,250 $365,625 — — — — 
LILAKLILAK3/13/2020 (2)03/13/2020— — — — — — — 101,878 10.48 524,653 LILAK5/12/2021 (1)03/16/2021— — — — 90,397 14.10 661,599 
3/13/2020 (3)02/20/2019— — — — — — 20,282 — — 212,555 5/12/2021 (2)03/16/2021— — — 5,882 — — 80,583 
3/13/2020 (4)03/13/2020— — — 28,514 57,028 85,542 — — — 597,653 5/12/2021 (3)03/16/2021— 66,667 — — — 14.10 460,669 
3/15/2021 (5)02/21/2020— — — — 750,000 975,000 —  — 5/12/2021 (4)03/16/2021— — — 43,041  — 589,662 
10/1/2020 (6)09/21/2020— — — — — — 14,500 — — 126,585 5/12/2021 (6)03/16/2021— 30,133 — — — 14.10 220,538 
10/1/2020 (7)09/21/2020— — — 732 1,464 2,196 — — — 12,781 5/12/2021 (6)03/16/2021— 14,347 — — — — 196,554 
10/1/2020 (8)09/21/2020— — — 1,239 2,478 3,717 — — — 21,633 3/15/2022 (5)02/19/2021— $562,500 $731,250 — — — — 
John Winter
3/15/2021 (1)02/21/2020— 500,000 650,000 — — — — — — — 
LILA3/13/2020 (2)03/13/2020— — — — — — — 42,449 10.42 342,423 
3/13/2020 (3)02/20/2019— — — — — — 33,806 — — 352,259 
3/13/2020 (4)03/13/2020— — ��� 11,881 23,762 35,643 — — — 247,600 
3/15/2021 (5)02/21/2020— — — — 187,500 243,750 — — — — 
LILAK3/13/2020 (2)03/13/2020— — — — — — — 84,898 10.48 437,209 
3/13/2020 (3)02/20/2019— — — — — — 67,612 — — 708,574 
3/13/2020 (4)03/13/2020— — — 23,762 47,524 71,286 — — — 498,052 
3/15/2021 (5)02/21/2020— — — — 375,000 487,500 — — — — 
10/1/2020 (6)09/21/2020— — — — — — 10,258 — — 89,552 
10/1/2020 (7)09/21/2020— — — 611 1,221 1,831 — — — 10,659 
10/1/2020 (8)09/21/2020— — — 1,033 2,065 3,098 — — — 18,027 
Vivek Khemka
5456


Estimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#) (2)All other Option Awards Number of Securities Underlying Options (#)Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)
Estimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#)All other Option Awards Number of Securities Underlying Options (#)(2)Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)(8)
NameNameGrant DateBoard/ Committee Action DateThreshold ($)Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
NameGrant DateBoard/ Committee Action DateThreshold
(#)
Target
(#)
Maximum
(#)
Vivek KhemkaVivek Khemka
LILALILA5/12/2021 (1)03/16/2021— — — — 67,798 14.00 499,215 
3/15/2021 (1)02/21/2020$— 400,000 520,000 — — — — — — — 5/12/2021 (2)03/16/2021— — — 1,765 — — 23,880 
LILA3/13/2020 (2)03/13/2020— — — — — — — 50,939 10.42 410,910 
3/13/2020 (3)02/20/2019— — — — — — 23,355 — — 264,199 5/12/2021 (3)03/16/2021— 100,000 — — — 14.00 694,000 
3/13/2020 (4)03/13/2020— — — 14,257 28,514 42,771 — — — 297,116 5/12/2021 (4)03/16/2021— — — 32,281 — — 436,762 
3/15/2021 (5)02/21/2020— — — — 225,000 292,500 — — — — 3/15/2022 (5)02/19/2021— $375,000 $487,500 — — — — 
LILAKLILAK3/13/2020 (2)03/13/2020— — — — — — — 101,878 10.48 524,653 LILAK5/12/2021 (1)03/16/2021— — — — 135,596 14.10 992,403 
3/13/2020 (3)02/20/2019— — — — — — 50,710 — — 531,441 5/12/2021 (2)03/16/2021— — — 3,530 — — 48,361 
3/13/2020 (4)03/13/2020— — — 28,514 57,028 85,542 — — — 597,653 5/12/2021 (3)03/16/2021— 200,000 — — — 14.10 1,382,000 
3/15/2021 (5)02/21/2020— — — — 450,000 585,000 — — — — 5/12/2021 (4)03/16/2021— — — 64,562 — — 884,499 
10/1/2020 (6)09/21/2020— — — — — — 10,482 — — 91,508 3/15/2022 (5)02/19/2021— $750,000 $975,000 — — — — 
10/1/2020 (7)09/21/2020— — — 732 1,464 2,196 — — — 12,781 
10/1/2020 (8)09/21/2020— — — 1,239 2,478 3,717 — — — 21,633 
(1)These amounts represent the potential payout opportunities to the NEOs under the 2020 Annual; Bonus Program, to the extent the amounts would be paid in cash or deferred under the Deferred Compensation Plan. Actual amounts earned by the NEOs are reported in the Non-EquityIncentive Plan Compensation column of the Summary Compensation Table. For the 2020 year, amounts earned under the 2020 Annual Bonus Program were paid in common shares except for the portion that the NEO had previously elected to defer under the Deferred Compensation Plan.

(2)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 2022, 2023 and 2024, except for Ms. Lorenzo whose 2021 SARs will vest in three equal annual installments on August 1 of each of 2022, 2023 and 2024.
(3)(2)Pursuant to the SHIP, NEOs received RSUs in March 20202021 equal to 12.5% of the gross number of shares earned under the 20192020 Annual Bonus Program that the NEO elected to receive in common shares rather than cash, as further described above in “CompensationCompensation Discussion and Analysis-Elements of Our Compensation Packages. These RSUs vested in full on March 1, 20212022 provided that the NEO continued to hold all of the shares issued in connection with the 20192020 Annual Bonus Program through that period.
(3)These amounts represent the Phoenix Awards granted to our executives in the form of PSARs, as more fully described in Elements of Our Compensation Packages above. The Phoenix Awards are subject to the achievement of individual performance objectives in each of the years 2021, 2022, and 2023. If earned, the awards will fully vest on March 15, 2024.
(4)These amounts represent the annual equity grant to our executives in the form of performance share units,RSUs, as more fully described in Elements of Our Compensation Packagesabove. These RSUs will vest in three equal annual installments on March 15 of 2022, 2023 and 2024, except for Ms. Lorenzo whose 2021 RSUs will vest in three equal annual installments on August 1 of each of 2022, 2023 and 2024.
(5)For the 20202021 year, the compensation committee determined that all amounts earned under the 20202021 Annual Bonus Program would be paid in common shares, except forincluding the amounts the NEOs had previously elected to defer under the Deferred Compensation Plan. In addition, the compensation committee also
55


adopted the Recognition Bonus Program, whereby high performers within the company are eligible to receive, based on personal performance, a payout over the annual calculated bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. For the 20202021 Annual Bonus
57


Program, Mr. Nair, Mr. Noyes and Mr. Winter bothKenigsztein each received the Recognition Bonus, providing for a total bonus payout of 130% of the annual calculated bonus amount; the additional 30% was paid in the form of LILA and LILAK shares, with no holding restrictions.
(6)In October 2020, associated with our Rights Offering, NEOs received an RSUThese amounts represent the portions of Mr. Kenigsztein’s annual equity grant to compensate forthat were in the dilutive effectform of the Rights Offering on their outstandingperformance-based RSUs and SARs.SARs, as more fully described in Elements of Our Compensation Packages above. These RSUs and SARs were forfeited as the performance vesting conditions for these awards were not satisfied.
(7)In October 2020, NEOs received a PSU grant to compensate for the dilutive effect of the Rights Offering on their outstanding 2019 PSUs, subject to the same terms and conditions as the outstanding 2019 PSUs.
(8)In October 2020, NEOs received a PSU grant to compensate for the dilutive effect of the Rights Offering on their outstanding 2020 PSUs, subject to the same terms and conditions as the outstanding 2020 PSUs.
(9)These amounts represent the grant date fair value of these awards computed in accordance with ASC 718.
5658


Outstanding Equity Awards at Fiscal Year-End
The table below sets forth certain information concerning options, SARs, PSARs, PSUs and restricted shares or RSUs held by our NEOs at December 31, 2020.2021.
Option AwardsStock AwardsOption AwardsStock Awards
NameNameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)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 ($)NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity incentive plan awards: number of securities underlying unexercised unearned options (#)
Option Exercise Price
($)
Option Expiration DateNumber 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 NairBalan NairBalan Nair
LILALILA5/1/20143,360— 35.06 5/1/2021— — — — LILA
5/1/20148,389— 38.94 5/1/2021— — — — 5/1/20156,534— — 50.55 5/1/2022— — — — 
5/1/20156,534— 50.55 5/1/2022— — — — 5/1/20152,627— — 45.52 5/1/2022— — — — 
5/1/20152,627— 45.52 5/1/2022— — — — 5/1/20167,552— — 39.48 5/1/2023— — — — 
5/1/20167,552— 39.48 5/1/2023— — — — 5/1/20163,026— — 37.53 5/1/2023— — — — 
5/1/20163,026— 37.53 5/1/2023— — — — 5/1/20177,120— — 21.43 5/1/2024— — — — 
5/1/20176,230890 (1)21.43 5/1/2024— — — — 1/2/2018200,000— — 21.58 1/2/2025— — — — 
1/2/2018133,33366,667 (2)21.58 1/2/2025— — — — 
5/1/201872,33743,403 (3)18.63 5/1/2025— — — — 
4/1/201946,06076,767 (4)19.91 5/1/2026— — — — 
7/17/2019— — — — — 72,989 (5)812,368 
3/13/2020— — 7,888 (7)87,793 — — 
3/13/2020220,734 (8)10.42 3/16/2027— — — — 
3/13/2020— — — — — 123,562 (9)1,375,245 
(1)(1)5/1/2018101,27214,468 — 18.63 5/1/2025— — — — 
(2)(2)4/1/201976,76646,061 — 19.91 5/1/2026— — — — 
(3)(3)3/13/202073,592147,142 — 10.42 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 185,343 2,161,099 
(5)(5)5/12/2021— — — — 6,691 78,017 — — 
(6)(6)5/12/2021— — — — 93,257 1,087,377 — — 
(6)(6)5/12/2021195,860 — 14.00 3/16/2031— — — — 
(7)(7)5/12/2021— 1,000,000 14.00 3/16/2031— — — — 
LILAKLILAK5/1/20146,690— 35.37 5/1/2021— — — — LILAK
5/1/201416,694— 38.65 5/1/2021— — — — 5/1/201513,176— — 50.84 5/1/2022— — — — 
5/1/20155,359— 46.52 5/1/2022— — — — 5/1/20155,359— — 46.52 5/1/2022— — — — 
5/1/201513,176— 50.84 5/1/2022— — — — 5/1/201615,106— — 39.71 5/1/2023— — — — 
5/1/20166,052— 40.61 5/1/2023— — — — 5/1/20166,052— — 40.61 5/1/2023— — — — 
5/1/201615,106— 39.71 5/1/2023— — — — 5/1/201714,240— — 21.84 5/1/2024— — — — 
5/1/201712,4601,780 (1)21.84 5/1/2024— — — — 1/2/2018400,000— — 21.39 1/2/2025— — — — 
1/2/2018266,666133,334 (2)21.39 1/2/2025— — — — 
5/1/2018144,67586,805 (3)18.24 5/1/2025— — — — 
4/1/201992,120153,534 (4)20.03 5/1/2026— — — — 
7/17/2019— — — — — 145,978 (5)1,618,896 
3/13/2020— — — 15,776 (7)174,956 — — 
3/13/2020441,468 (8)10.48 3/16/2027— — — — 
3/13/2020— — — — — 247,124 (9)2,740,605 
10/1/2020— — — — — 6,344 (10)70,355 
10/1/2020— — — — — 10,737 (11)119,073 
(1)(1)5/1/2018202,54528,935 — 18.24 5/1/2025— — — — 
(2)(2)4/1/2019153,53392,121 — 20.03 5/1/2026— — — — 
(3)(3)3/13/2020147,185294,283 — 10.48 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 370,686 4,225,820 
(8)(8)2/19/2021— — — — — — 16,106 183,608 
(5)(5)5/12/2021— — — — 13,382 152,555 — — 
(6)(6)5/12/2021— — — — 186,514 2,126,260 — — 
(6)(6)5/12/2021391,720 — 14.10 3/16/2031— — — — 
(7)(7)5/12/2021— 2,000,000 14.10 3/16/2031— — — — 
Christopher NoyesChristopher NoyesChristopher Noyes
LILALILA5/1/2014672— 35.06 5/1/2021— — — — LILA
5/1/20141,677— 38.94 5/1/2021— — — — 5/1/20151,306— — 50.55 5/1/2022— — — — 
5/1/2015525— 45.52 5/1/2022— — — — 5/1/2015525— — 45.52 5/1/2022— — — — 
5/1/20151,306— 50.55 5/1/2022— — — — 8/1/20152,381— — 42.76 8/1/2022— — — — 
4959


Option AwardsStock AwardsOption AwardsStock Awards
NameNameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)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 ($)NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity incentive plan awards: number of securities underlying unexercised unearned options (#)
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
8/1/20152,381— 42.76 8/1/2022— — — — 5/1/2016943— — 39.48 5/1/2023— — — — 
5/1/2016943— 39.48 5/1/2023— — — — 5/1/2016378— — 37.53 5/1/2023— — — — 
5/1/2016378— 37.53 5/1/2023— — — — 8/1/201611,562— — 34.85 8/1/2023— — — — 
8/1/201611,562— 34.85 8/1/2023— — — — 5/1/201713,170— — 21.43 5/1/2024— — — — 
5/1/201711,5231,647 (1)21.43 5/1/2024— — — — 1/2/201811,854— — 21.58 1/2/2025— — — — 
1/2/20187,9023,952 (2)21.58 1/2/2025— — — — 
5/1/201818,08410,851 (3)18.63 5/1/2025— — — — 
4/1/201910,62917,716 (4)19.91 5/1/2026— — — — 
7/17/2019— — — — — 16,844 (5)187,474 
3/13/2020— — — 3,756 (7)41,804 — — 
3/13/202050,939 (8)10.42 3/16/2027— — — — 
3/13/2020— — — — — 28,514 (9)317,631 
(1)(1)5/1/201825,3183,617 — 18.63 5/1/2025— — — — 
(2)(2)4/1/201917,71510,630 — 19.91 5/1/2026— — — — 
(3)(3)3/13/202016,98333,956 — 10.42 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 42,771 498,710 
(5)(5)5/12/2021— — — — 1,470 17,140 — — 
(6)(6)5/12/2021— — — — 35,868 418,221 — — 
(6)(6)5/12/202175,331 — 14.00 3/16/2031— — — — 
(7)(7)5/12/2021— 100,000 14.00 3/16/2031— — — — 
LILAKLILAK5/1/20141,338— 35.37 5/1/2021— — — — LILAK
5/1/20143,338— 38.65 5/1/2021— — — — 5/1/20152,364— — 50.84 5/1/2022— — — — 
5/1/20151,07146.52 5/1/2022— — — — 5/1/20151,071— — 46.52 5/1/2022— — — — 
5/1/20152,634— 50.84 5/1/2022— — — — 8/1/20154,762— — 42.55 8/1/2022— — — — 
8/1/20154,762— 42.55 8/1/2022— — — — 5/1/20161,888— — 39.71 5/1/2023— — — — 
5/1/2016756— 40.61 5/1/2023— — — — 5/1/2016756— — 40.61 5/1/2023— — — — 
5/1/20161,888— 39.71 5/1/2023— — — — 8/1/201623,124— — 35.24 8/1/2023— — — — 
8/1/201623,124— 35.24 8/1/2023— — — — 5/1/201726,340— — 21.84 5/1/2024— — — — 
5/1/201723,0473,293 (1)21.84 5/1/2024— — — — 1/2/201823,708— — 21.39 1/2/2025— — — — 
(1)(1)5/1/201850,6367,234— 18.245/1/2025— — — — 
(2)(2)4/1/201935,43121,259— 20.035/1/2026— — — — 
(3)(3)3/13/202033,96667,912 — 10.48 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 85,542975,179 
(8)(8)2/19/2021— — — — — — 3,71742,374 
(5)(5)5/12/2021— — — — 2,940 33,516 — — 
(6)(6)5/12/2021— — — — 71,736 817,790 — — 
(6)(6)5/12/2021150,662 — 14.10 3/16/2031— — — — 
(7)(7)5/12/2021— 200,000 14.10 3/16/2031— — — — 
Rocio LorenzoRocio Lorenzo
LILALILA
(9)(9)7/16/2021— — — — 21,583 251,658 — — 
(9)(9)7/16/202148,465 — 13.53 7/17/2031— — — — 
(7)(7)7/16/2021— 100,000 13.53 7/17/2031— — — — 
1/2/201815,8057,903 (2)21.39 1/2/2025— — — — 
5/1/201836,16821,702(3)18.245/1/2025— — — — 
LILAKLILAK
(9)(9)7/16/2021— — — — 43,166 492,092 — — 
(9)(9)7/16/202196,930 — 13.57 7/17/2031— — — — 
(7)(7)7/16/2021— 200,000 13.57 7/17/2031— — — — 
4/1/201921,25835,432(4)20.035/1/2026— — — — 
7/17/2019— — — — — 33,688(5)373,600 
3/13/2020— — — 7,512 (7)83,308 — — 
3/13/2020101,878 (8)10.48 3/16/2027— — — — 
3/13/2020— — — — — 57,028(9)632,441 
10/1/2020— — — — — 1,464(10)16,236 
10/1/2020— — — — — 2,478(11)27,481 
Betzalel Kenigsztein
LILA5/1/2014672— 35.065/1/2021— — — — 
5/1/20141,677— 38.945/1/2021— — — — 
5/1/2015525— 45.525/1/2022— — — — 
5/1/20151,306— 50.555/1/2022— — — — 
8/1/20152,381— 42.768/1/2022— — — — 
5/1/2016454— 37.535/1/2023— — — — 
5/1/20161,132— 39.485/1/2023— — — — 
8/1/201613,873— 34.858/1/2023— — — — 
5/1/201713,8301,976(1)21.435/1/2024— — — — 
1/2/20187,9023,952(2)21.581/2/2025— — — — 
5060


Option AwardsStock AwardsOption AwardsStock Awards
NameNameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)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 ($)NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity incentive plan awards: number of securities underlying unexercised unearned options (#)
Option Exercise Price
($)
Option Expiration DateNumber 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 WinterJohn Winter
LILALILA
5/1/201818,08410,851(3)18.635/1/2025— — — — 5/1/2015980— — 50.55 5/1/2022— — — — 
4/1/201910,62917,716(4)19.9105/01/2026— — — — 5/1/2015394— — 45.52 5/1/2022— — — — 
7/17/2019— — — — — 16,844(5)187,474 5/1/20161,132— — 39.48 5/1/2023— — — — 
3/13/2020— — — 1,126 (7)12,532 — — 5/1/2016454— — 37.53 5/1/2023— — — — 
3/13/202050,939 (8)10.42 3/16/2027— — — — 5/1/20171,068— — 21.43 5/1/2024— — — — 
3/13/2020— — — — — 28,514(9)317,631 1/2/201811,854— — 21.58 1/2/2025— — — — 
(1)(1)5/1/201821,0983,014 — 18.63 5/1/2025— — — — 
(2)(2)4/1/201914,7638,858 — 19.91 5/1/2026— — — — 
(3)(3)3/13/202014,15228,297 — 10.42 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 35,643 415,597 
(5)(5)5/12/2021— — — — 1,912 22,294 — — 
(6)(6)5/12/2021— — — — 28,694 334,572 — — 
(6)(6)5/12/202160,265 — 14.00 3/16/2031— — — — 
(7)(7)5/12/2021— 100,000 14.00 3/16/2031— — — — 
LILAKLILAK5/1/20141,338— 35.375/1/2021— — — — LILAK
5/1/20143,338— 38.655/1/2021— — — — 5/1/20151,976— — 50.84 5/1/2022— — — — 
5/1/20151,071— 46.525/1/2022— — — — 5/1/2015803— — 46.52 5/1/2022— — — — 
5/1/20152,634— 50.845/1/2022— — — — 5/1/20162,266— — 39.71 5/1/2023— — — — 
8/1/20154,762— 42.558/1/2022— — — — 5/1/2016908— — 40.61 5/1/2023— — — — 
5/1/20162,266— 39.715/1/2023— — — — 5/1/20172,136— — 21.84 5/1/2024— — — — 
5/1/2016908— 40.61 5/1/2023— — — — 1/2/201823,708— — 21.39 1/2/2025— — — — 
(1)(1)5/1/201842,1966,028 — 18.24 5/1/2025— — — — 
(2)(2)4/1/201929,52617,716 — 20.03 5/1/2026— — — — 
(3)(3)3/13/202028,30456,594 — 10.48 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 71,286 812,660 
(8)(8)2/19/2021— — — — — — 3,09835,317 
(5)(5)5/12/2021— — — — 3,824 43,594 — — 
(6)(6)5/12/2021— — — — 57,388 654,223 — — 
(6)(6)5/12/2021120,530 — 14.10 3/16/2031— — — — 
(7)(7)5/12/2021— 200,000 14.10 3/16/2031— — — — 
8/1/201627,746— 35.24 8/1/2023— — — — 
5/1/201727,6603,952 (1)21.84 5/1/2024— — — — 
1/2/201815,8057,903 (2)21.39 1/2/2025— — — — 
5/1/201836,16821,702 (3)18.24 5/1/2025— — — — 
4/1/201921,25835,432 (4)20.03 05/01/2026— — — — 
7/17/2019— — — — — 33,688 (5)373,600 
3/13/2020— — — 2,252 (7)24,975 — — 
3/13/2020101,878 (8)10.48 3/16/2027— — — — 
3/13/2020— — — — — 57,028 (9)632,441 
10/1/2020— — — — — 1,464(10)16,236 
10/1/2020— — — — — 2,478(11)27,481 
John Winter
Betzalel KenigszteinBetzalel Kenigsztein
LILALILA5/1/2014441— 35.06 5/1/2021— — — — LILA
5/1/20141,101— 38.94 5/1/2021— — — — 5/1/20151306— — 50.555/1/2022— — — — 
5/1/2015394— 45.52 5/1/2022— — — — 5/1/2015525— — 45.525/1/2022— — — — 
5/1/2015980— 50.55 5/1/2022— — — — 8/1/20152,381— — 42.768/1/2022— — — — 
5/1/2016454— 37.53 5/1/2023— — — — 5/1/20161,132— — 39.485/1/2023— — — — 
5/1/20161,132— 39.48 5/1/2023— — — — 5/1/2016454— — 37.535/1/2023— — — — 
5/1/2017934134 (1)21.43 5/1/2024— — — — 8/1/201613,873— — 34.858/1/2023— — — — 
1/2/20187,9023,952 (2)21.58 1/2/2025— — — — 5/1/201715,806— — 21.435/1/2024— — — — 
5/1/201815,0709,042 (3)18.63 5/1/2025— — — — 1/2/201811,854— — 21.581/2/2025— — — — 
4/1/20198,85714,764 (4)19.91 5/1/2026— — — — 
7/17/2019— — — — — 14,036 (5)156,221 
3/13/2020— — — 3,756 (7)41,804 — — 
3/13/202042,449 (8)10.42 3/16/2027— — — — 
3/13/2020— — — — — 23,762 (9)264,471 
LILAK5/1/20141,003— 35.37 5/1/2021— — — — 
5/1/20142,504— 38.65 5/1/2021— — — — 
(1)(1)5/1/201825,3183,617— 18.635/1/2025— — — — 
5161


Option AwardsStock AwardsOption AwardsStock Awards
NameNameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)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 ($)NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity incentive plan awards: number of securities underlying unexercised unearned options (#)
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
5/1/2015803— 46.52 5/1/2022— — — — 
5/1/20151,976— 50.84 5/1/2022— — — — 
5/1/2016908— 40.61 5/1/2023— — — — 
5/1/20162,266— 39.71 5/1/2023— — — — 
5/1/20171,869267 (1)21.84 5/1/2024— — — — 
1/2/201815,8057,903 (2)21.39 1/2/2025— — — — 
5/1/201830,14018,084 (3)18.24 5/1/2025— — — — 
4/1/201917,71529,527 (4)20.03 5/1/2026— — — — 
7/17/2019— — — — — 28,072 (5)311,318 
3/13/2020— — — 7,512 (7)83,308 — — 
3/13/202084,898 (8)10.48 3/16/2027— — — — 
3/13/2020— — — — — 47,524 (9)527,041 
10/1/2020— — — — — 1,221(10)13,541 
10/1/2020— — — — — 2,065(11)22,901 
Vivek Khemka
LILA11/1/201815,40315,404 (6)18.15 11/2/2025— — — — 
4/1/201910,62917,716 (4)19.91 5/1/2026— — — — 
7/17/2019— — — — — 16,844 (5)187,474 
3/13/2020— — — 2,817 (7)31,353 — — 
3/13/202050,939 (8)10.42 3/16/2027— — — — 
3/13/2020— — — — — 28,514 (9)317,631 
(2)(2)4/1/201917,71510,630— 19.9105/01/2026— — — — 
(3)(3)3/13/202016,98333,956 — 10.42 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 42,771498,710 
(5)(5)5/12/2021— — — — 2,941 34,292 — — 
(6)(6)5/12/2021— — — — 21,520 250,923 — — 
(10)(10)5/12/2021— — — — — — 7,174 83,649 
(6)(6)5/12/202145,199 — 14.00 3/16/2031— — — — 
(10)(10)5/12/2021— 15,066 14.00 3/16/2031— — — — 
(7)(7)5/12/2021— 33,333 14.00 3/16/2031— — — — 
LILAKLILAK11/1/201830,80730,807 (6)18.30 11/2/2025— — — — LILAK
4/1/201921,25835,432 (4)20.03 5/1/2026— — — — 5/1/20152,634— — 50.845/1/2022— — — — 
7/17/2019— — — — — 33,688 (5)373,600 5/1/20151,071— — 46.525/1/2022— — — — 
3/13/2020— — — 5,634 (7)62,481 — — 8/1/20154,762— — 42.558/1/2022— — — — 
3/13/2020101,878 (8)10.48 3/16/2027— — — — 5/1/20162,266— — 39.715/1/2023— — — — 
3/13/2020— — — — — 57,028 (9)632,441 5/1/2016908— — 40.61 5/1/2023— — — — 
10/1/2020— — — — — 1,464(10)16,236 8/1/201627,746— — 35.24 8/1/2023— — — — 
10/1/2020— — — — — 2,478(11)27,481 5/1/201731,612— — 21.84 5/1/2024— — — — 
1/2/201823,708— — 21.39 1/2/2025— — — — 
(1)(1)5/1/201850,6367,234 — 18.24 5/1/2025— — — — 
(2)(2)4/1/201935,43121,259 — 20.03 5/1/2026— — — — 
(3)(3)3/13/202033,96667,912 — 10.48 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 85,542 975,179 
(8)(8)2/19/2021— — — — — — 3,71742,374 
(5)(5)5/12/2021— — — — 5,882 67,055 — — 
(6)(6)5/12/2021— — — — 43,041 490,667 — — 
(10)(10)5/12/2021— — — — — — 14,347 163,556 
(6)(6)5/12/202190,397 — 14.10 3/16/2031— — — — 
(10)(10)5/12/2021— 30,133 14.10 3/16/2031— — — — 
(7)(7)5/12/2021— 66,667 14.10 3/16/2031— — — — 
Vivek KhemkaVivek Khemka
LILALILA
(1)(1)11/1/201823,1057,702 — 18.15 11/2/2025— — — — 
(2)(2)4/1/201917,71510,630 — 19.91 5/1/2026— — — — 
(3)(3)3/13/202016,98333,956 — 10.42 3/16/2027— — — — 
(4)(4)2/19/2021— — — — — — 42,771 498,710 
(5)(5)5/12/2021— — — — 1,765 20,580 — — 
(6)(6)5/12/2021— — — — 32,281 376,396 — — 
(6)(6)5/12/202167,798 — 14.00 3/16/2031— — — — 
(7)(7)5/12/2021— 100,000 14.00 3/16/2031— — — — 
LILAKLILAK
(11)(11)11/1/201846,21015,404 — 18.30 11/2/2025— — — — 
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Option AwardsStock Awards
NameGrant DateNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity incentive plan awards: number of securities underlying unexercised unearned options (#)
Option Exercise Price
($)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)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)4/1/201935,43121,259 — 20.03 5/1/2026— — — — 
(3)3/13/20203396667,912 — 10.48 3/16/2027— — — — 
(4)2/19/2021— — — — — — 85,542 975,179 
(8)2/19/2021— — — — — — 3,71742,374 
(5)5/12/2021— — — — 3,530 40,242 — — 
(6)5/12/2021— — — — 64,562 736,007 — — 
(6)5/12/2021135,596 — 14.10 3/16/2031— — — — 
(7)5/12/2021— 200,000 14.10 3/16/2031— — — — 
(1)Vests in 2 equal remaining quarterly installments from February 1, 20212022 to May 1, 2021.2022.
(2)Vests on March 15, 2021.
(3)Vests in 6 equal remaining quarterly installments from February 1, 2021 to May 1, 2022.
(4)Vests in 10 equal remaining quarterly installments from February 1, 20212022 to May 1, 2023.
(5)Represents the target number of LILA and LILAK shares underlying 2019 PSUs that may be earned by each of our NEOs. If earned, the 2019 PSUs vest in two equal installments on April 1, 2021 and October 1, 2021, respectively.
(6)(3)Vests in 8 equal remaining quarterly installments from February 1, 2021 to November 1, 2022.
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(7)Vests on March 1, 2021.
(8)Vests in 32 equal remaining annual installments fromon March 15 2021 to March 15,of 2022 and 2023.
(9)(4)Represents the targetmaximum number of LILA and LILAK shares underlying 2020 PSUs that may be earned by each of our NEOs. IfNEOs, other than Ms. Lorenzo, based on our 2021 OCF. On February 15, 2022, the compensation committee determined that 111.4% of the target 2020 PSUs were earned, and the 2020 PSUs will vest in two equal installments on March 15, 2022 and September 15, 2022.
(5)Vested on March 1, 2022.
(6)Vests in 3 equal annual installments on March 15 of 2022, 2023 and 2024.
(7)Represents the target number of LILA and LILAK shares underlying PSARs that may be earned pursuant to the Phoenix Awards. The Phoenix Awards are subject to the achievement of individual performance objectives in each of the years 2021, 2022, and 2023. If earned, the awards will fully vest on March 15, 2024.
(8)Represents the maximum number of LILAK shares underlying the 2020 PSUs that may be earned by each of our NEOs, other than Ms. Lorenzo, based on our 2021 OCF, which were granted pursuant to the Incentive Plan’s anti-dilution provisions in connection with the Rights Offering. On February 15, 2022, the compensation committee determined that 111.4% of the target 2020 PSUs were earned, and the 2020 PSUs will vest in two equal installments on March 15, 2022 respectively.and September 15, 2022.
(9)Vests in 3 equal annual installments on August 1 of 2022, 2023 and 2024.
(10)Represents the target number of LILA and LILAK shares underlying PSUsperformance-based RSUs and SARs that Mr. Kenigsztein may be earned by each of our NEOs, whichearn based on CWP’s 2021 financial performance. Mr. Kenigsztein forfeited these awards on February 15, 2022 as the compensation committee determined that the performance vesting conditions for these awards were granted in adjustment of outstanding 2019 PSUs in connection with the Rights Offering. If earned, the 2019 PSUs vest in two equal installments on April 1, 2021 and October 1, 2021, respectively.not satisfied.
(11)Represents the target number of LILA and LILAK shares underlying PSUs that may be earned by each of our NEOs, which were grantedVests in adjustment of outstanding 2020 PSUs in connection with the Rights Offering. If earned, the 2020 PSUs vest in two4 equal remaining quarterly installments on March 15,from February 1, 2022 and March 15, 2022, respectively.to November 1, 2022.

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Option Exercises and Stock Vested
The table below sets forth certain information concerning each exercise of options or SARs by, and eachthe vesting of restricted shares or RSUs of our named executive officersofficers’ PSUs and RSUs and the shares paid to them in respect of the 2020 annual bonus program during the year ended December 31, 2020.2021.
Option AwardsStock AwardsOption AwardsStock Awards
NameNameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)
Number of Shares Acquired on Vesting (#)(1)
Value Realized on Vesting ($)NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)
Number of Shares Acquired on Vesting (#)(1)
Value Realized on Vesting ($)
Balan NairBalan NairBalan Nair
LILALILA— — 160,969 1,631,149 LILA— — 160,969 1,631,149 
LILAKLILAK— — 383,652 3,820,083 LILAK— — 383,652 3,820,083 
Christopher NoyesChristopher NoyesChristopher Noyes
LILALILA— — 56,499 579,762 LILA— — 56,499 579,762 
LILAKLILAK— — 126,127 1,279,974 LILAK— — 126,127 1,279,974 
Betzalel Kenigsztein
Rocio LorenzoRocio Lorenzo
LILALILA— — 25,337 249,500 LILA— — — — 
LILAKLILAK— — 64,315 620,290 LILAK— — — — 
John WinterJohn WinterJohn Winter
LILALILA— — 43,809 446,623 LILA— — 43,809 446,623 
LILAKLILAK— — 96,731 976,739 LILAK— — 96,731 976,739 
Betzalel KenigszteinBetzalel Kenigsztein
LILALILA— — 25,337 249,500 
LILAKLILAK— — 64,315 620,290 
Vivek KhemkaVivek KhemkaVivek Khemka
LILALILA— — 37,949 378,382 LILA— — 37,949 378,382 
LILAKLILAK— — 85,808 845,544 LILAK— — 85,808 845,544 
(1)Includes shares withheld in payment of withholding taxes at election of holder.
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Employment and Other Agreements
On November 1, 2017, Liberty Latin America and LiLAC Communications Inc., a Delaware corporation (Liberty LA), entered into a multi-year employment agreement (the Nair Agreement) with Mr. Nair, pursuant to which Mr. Nair serves as President and CEO of us and Liberty LA. Effective July 24, 2019, weWe also entered into employment agreements with Messrs. Noyes, Kenigsztein, Khemka and Winter, (theeffective July 24, 2019, and with Ms. Lorenzo, effective July 16, 2021 (collectively, the Officers). Each of our NEOs also holds equity awards granted under the Incentive Plan. These plans are described below under “Incentive Plans.”
Summary of the Nair Agreement
The Nair Agreement is dated November 1, 2017 but is effective as of December 29, 2017 and has an initial term ending on the fifth anniversary of that effective date. After the initial term, the Nair Agreement automatically renews for successive one-year terms unless we, Liberty LA or Mr. Nair provide at least 180 days’ prior written notice of their respective intention not to renew the term. Notwithstanding the foregoing, the Nair Agreement and Mr. Nair’s employment may be terminated at any time during the initial five-year term or a renewal term.
Mr. Nair’s initial base salary in the Nair Agreement was $1.25 million, and was $1.25 million in 2020.2021. Mr. Nair is eligible to earn an annual bonus each year. The target annual bonus for 20202021 was $3.5 million. 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 our compensation committee. See Annual Performance Awards above.
During the term of the Nair Agreement, Mr. Nair is entitled to participate in our equity compensation programs on the same basis as our other executives. Pursuant to these programs, Mr. Nair will be entitled to receive grants of annual equity awards (the Annual Equity Awards) in the form of PSUs, SARs, or other forms of equity as determined by our compensation committee. The target value of these Annual Equity Awards was $6.5 million for 2020 and remainsremained the same for 2021.
In its sole discretion, our compensation committee may annually increase Mr. Nair’s base salary, target annual bonus, or target Annual Equity Award value but may not reduce any of these amounts.
In addition to participating in U.S. employee benefit plans and arrangements sponsored by Liberty LA for the benefit of its senior executive group, Mr. Nair is entitled to use the company’s aircraft for up to 50 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with Liberty LA. See Aircraft Policy below.
If Mr. Nair’s employment is terminated as a result of his death, Mr. Nair’s heirs will be entitled to receive (1) an amount equal to a pro rata portion of the annual bonus Mr. Nair would have received for the calendar year of his termination, which shall be based on actual performance results as determined by our compensation committee and shall be paid at the same time that such bonuses are paid to active executives as if Mr. Nair’s employment had not terminated until such date and (2) severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination. In addition, upon a termination due to death, the Nair Agreement provides for six months of continued vesting of his equity awards following his death.
If Mr. Nair’s employment is involuntarily terminated by Liberty LA without cause, due to disability, or for good reason (as those terms are defined in the Nair Agreement) in addition to the prorated annual bonus described in the foregoing paragraph, (1) Mr. Nair and his family will continue to receive coverage under Liberty LA’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 LA for a period ending on the earlier of (x) the one year anniversary of the executive’s date of termination and (y) the date that he obtains similar coverage from a subsequent employer and (2) Mr. Nair will be entitled to severance equal to two times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, that if Mr. Nair’s termination is due to a disability, such severance amount shall be reduced by the amount of disability benefits Mr. Nair receives pursuant to any employee benefit plans maintained by Liberty LA. In addition, upon an involuntary termination by Liberty LA without cause or a termination for good reason, the Nair Agreement provides for 12 months of continued vesting of his equity awards following such a termination, and upon a termination due to disability the Nair Agreement provides for six months of continued vesting.
If Mr. Nair is terminated for cause (as defined in the Nair Agreement) or if he resigns (other than for good reason (as defined in the Nair Agreement)), Mr. Nair will not be entitled to any severance or other benefits under the Nair Agreement.
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Pursuant to the Nair Agreement, Mr. Nair is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Nair Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.
Mr. Nair has agreed to waive any rights he would have under any agreement to a gross-up for any taxes associated with a parachute payment.
Summary of the Employment Agreements with our other NEOs
Messrs. Noyes, Winter, Kenigsztein Khemka and Winter
The OfficersKhemka have each entered into employment agreements, effective July 24, 2019.2019, and Ms. Lorenzo entered into an employment agreement, effective July 16, 2021. 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 base salaries set forth in the employment agreements for Messrs. Noyes, Winter, Kenigsztein and Khemka and WinterMs. Lorenzo were $550,000, $500,000, $700,000, $625,000 and $500,000,$440,000, respectively. In 2021, Mr. Winter’s base salary was increased to $550,000, and in 2020 and 2022, Mr. Noyes’ base salary was increased to $625,000 and in 2021 Mr. Winter’s base salary was increased to $550,000.$675,000, respectively. Each of the Officers will be eligible to earn an annual bonus. The target annual bonus for 20202021 for each of Messrs. Noyes, Kenigsztein, Khemka and Winterthe Officers was $1.0 million.million, except for Ms. Lorenzo whose 2021 target annual bonus was prorated to $500,00 due to her July 2021 start date and Mr. Kenigsztein whose target annual bonus was $750,000. For 2022, the Officers’ target annual bonuses are $1.0 million, except for Mr. Kenigsztein whose target annual bonus is $750,000. 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 our compensation committee. Our 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 our compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. For 2020,2021, the target value of these Annual Equity Awards was $2.5 million for Mr. Noyes, $1.5 million for Ms. Lorenzo, $2.0 million for Messrs. Noyes,Winter and Kenigsztein and Khemka and $1.25$2.25 million for Mr. Winter.Khemka. Our compensation committee has the discretion to annually increase or decrease each Officer’s Annual Equity Award value. For 2021,2022, the target value of theseMr. Khemka’s Annual Equity Awards was increased to $2.5 million for Mr. Noyes, $2.25 million and the target value of Mr. Kenigsztein’s Annual Equity Awards was decreased to $1.75 million. Ms. Lorenzo also received a Phoenix Award of 100,000 LILA SARs and 200,000 LILAK SARs pursuant to her employment agreement, which cliff vest in March 2024, subject to individual performance.
Ms. Lorenzo’s employment agreement also provides for Mr. Kenigsztein,relocation and $2 millionexpatriate benefits, a housing allowance of $4,000 per month for Messrs. Khemkathree years, tuition support of $18,000 per year per child for up to three years, and Winter.reimbursement of reasonable attorney’s fees incurred in connection with the negotiation of her employment agreement, capped at $20,000. If she voluntarily resigns from our company or is terminated for cause between July 17, 2022 and July 15, 2024, Ms. Lorenzo will be required to reimburse us for half of her relocation expenses.
If an Officer’s employment is terminated as a result of death, the Officer’s heirs will be entitled to receive (1) an amount equal to a pro rata portion of the annual bonus he or she would have received for the calendar year of termination, which shall be based on the number of days he or she was employed by our company during the calendar year of termination and actual performance results as determined by the compensation committee and shall be paid at the same time that such bonuses are paid to active executive officers as if his or her employment had not terminated until such date and (2) cash severance equal to one times his or her annual base salary in a single lump sum on the 60th day following the date of termination.
If the company terminates the employment of an Officer without cause, due to his or her disability, or if he or she voluntarily terminates employment for good reason (as those terms are defined in the Officer’s respective employment agreement), in addition to the prorated annual bonus described in the foregoing paragraph, (1) if the Officer is U.S.-based, the Officer and his or her family will continue to receive coverage under the company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums no higher than those applicable to active senior executive employees of the company for a period ending on the earlier of (x) the one year anniversary of the executive’s date of termination and (y) the date that he or she obtains similar coverage from a subsequent employer and (2) the executive will be entitled to cash severance equal to one times the annual base salary in substantially
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equal installment payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, that if his or her termination is due to a disability, such severance amount shall be reduced by the amount of disability benefits he or she receives pursuant to any employee benefit plans maintained by the company during the period of such installment payments.
If an Officer is terminated for cause (as defined in the Officer’s respective employment agreement) or if he or she resigns other than for good reason (as defined in his respective employment agreement), he or she will not be entitled to any severance or other benefits under the employment agreement.
Pursuant to their respective employment agreements, the Officers are subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the employment agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.
Under their respective employment agreements, the Officers have each agreed to waive any rights to a gross-up for any taxes associated with a parachute payment.
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Aircraft Policy
Our policy for the personal use of our aircraft by members of our Board, our CEO, or Chief Legal Officerother 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, Mr. Nair is allowed 50 annual flight hours for personal use of our aircraft. If Mr. Nair’s personal use of our aircraft exceeds 50 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 50 annual flight hours.
For U.S. tax reporting purposes, when family members or guests of a director or executive or senior officer travel on business flights, the value of such personal use, determined using a method based on SIFL rates as published by the IRS, is imputed as income to such director or executive or senior officer. A director or executive or senior officer will also have imputed income based on SIFL rates for a personal flight, less any amounts reimbursed to us. In accordance with applicable tax rules and regulations, such imputed income is included in taxable income for the applicable director or executive or senior officer.
Notwithstanding the policy, we and the flight crew retain the authority to determine when a flight may be cancelled or changed for safety or maintenance reasons.
Incentive Plans
Effective December 29, 2017, our Board adopted the Incentive Plan, the Liberty Latin America 2018 Nonemployee Director Incentive Plan (the Director Plan) and the Liberty Latin America Transitional Share Conversion Plan (the Transition Plan). We may generally grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either the Incentive Plan or the Director Plan. Common shares issuable pursuant to awards made under the Incentive Plan or the Director Plan will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. These awards may be granted at or above fair value in any class of our common shares. The maximum number of common shares of Liberty Latin America with respect to which awards may be issued under the Incentive Plan and the Director Plan is 2575 million (of which no more than 10 million shares may consist of Class B common shares), which will be increased to 75 million if Proposal 4 set forth in this proxy statement is approved, and 5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan.
Prior to 2020, awards (other than performance-based awards) under the Incentive Plan are expected to generally (1) vest 12.5% on the six month anniversary of the grant date, and 6.25% quarterly thereafter and (2) expire seven years after
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the grant date. Commencing inOur 2020 and 2021 awards (other than performance-based awards) under the Incentive Plan are expected to generally (1) vest 33.34% on the twelve month anniversary of the grant date and 33.33% yearly thereafterthereafter. SARs granted in 2020 expire seven years after the grant date, and (2)beginning in 2021, new SAR awards expire seventen years after the grant date. PSUs under the Incentive Plan are expected to bewere generally subject to a two-year performance period, other than the 2020 PSUs which had a one-year performance period, and vest subject to continued employment through the applicable vesting date during the year following the end of the performance period. Awards of RSUs under the Director Plan generally vest in full on the first anniversary of the grant date, provided the director continues to serve as director immediately prior to the vesting date.
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 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, as of December 31, 2020,2021, awards with respect to 5,648,9201,929,813 common shares were outstanding under the Transition Plan.
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The Incentive Plan and the Director Plan prohibit our compensation committee or Board, without prior shareholder approval, from repricing outstanding options or SARs. In addition, it is our policy that, except for anti-dilution adjustments provided by the Incentive Plan and the Director Plan in connection with corporate transactions, the exercise or base price of common shares for any outstanding option or SAR granted under the Incentive Plan and the Director Plan will not be decreased after the date of grant nor will an outstanding option or SAR granted under the Incentive Plan or the Director Plan be surrendered to our company as consideration for the grant of a new option or SAR with a lower exercise or base price, cash or a new award unless there is prior approval by our shareholders. Any other action that is deemed to be a repricing under any applicable rule of Nasdaq shall be prohibited unless there is prior approval by our shareholders.
Nonqualified Deferred Compensation Plan
The Deferred Compensation Plan was approved by our compensation committee in March 2018 and became 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 compensationCompensation 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, our 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. 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 our compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant’s account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company. At the participant’s request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions.
Our NEOs who are U.S. taxpayers are eligible to participate under the Deferred Compensation Plan. Messrs. Nair, Noyes, Winter, Kenigsztein and Khemka, each a U.S. taxpayer as of December 31, 2020,2021, have deferred compensation under
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the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2020.2021.
Name
Executive
contributions
in 2020 ($) (1)
Registrant
contributions
in 2020 ($)
Aggregate
earnings in
2020 ($) (1)
Aggregate
withdrawals/
distributions ($)
Aggregate
balance at
12/31/20 ($)(1)
Balan Nair552,366165,2712,160,412
Betzalel Kenigsztein282,90031,008194,873421,775
Vivek Khemka58,5934,78989,399
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NameCompany
Plan
Executive
contributions
in 2021 ($)(1)
Registrant
contributions
in 2021 ($)
Aggregate
earnings in
2021 ($)(1)
Aggregate
withdrawals/
distributions ($)
Aggregate
balance at
12/31/21 ($)(1)
Balan NairLLA2,455,258344,1124,952,891
LG(2)466,8522,993,1194,007,668
Christopher NoyesLLA511,00034,218545,218
LG(2)
John WinterLLA664,30044,484708,784
LG(2)5,53367,912
  Betzalel KenigszteinLLA27,243120,126327,662
LG(2)
Vivek KhemkaLLA445,25837,145571,604
LG(2)
(1)These totals include amounts deferred by such executive in fiscal year 20202021 and the following above-market earnings that were credited to the named executive officer’s deferred compensation account during 2020:2021:
NameCompany Plan20202021 Above-market Earnings ($)
Balan NairLLA137,456256,005
LG353,259
Christopher NoyesLLA25,422
LG
John WinterLLA33,049
LG4,137
Betzalel KenigszteinLLA25,79620,304
LG
Vivek Khemka3979LLA27,631
LG
(2)    Prior to the Split-Off, Messrs. Nair and Winter were permitted to defer a portion of annual base salary and annual cash bonus under the LG Deferred Compensation Plan. Although such amounts relate to compensation while they were employed by Liberty Global prior to the Split-Off, we reimburse Liberty Global for the interest income that accrues on Messrs. Nair and Winter’s accounts under the LG Deferred Compensation Plan, which was initially set at 9% per year, compounded daily, for amounts deferred by Mr. Nair before 2017 and at 8.5% per year, compounded daily, for amounts deferred by Messrs. Nair and Winter during 2017.

Potential Payments upon Termination or Change in Control
The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of us as of December 31, 2020.2021. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred as of December 31, 2020.2021. 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.
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The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.
Because the exercise price or base price of each NEO’s options or SARs, respectively, other than certain SARs granted in 2020, was more than the closing market price of LILA and LILAK shares, as applicable, on December 31, 2020,2021, these options and SARs have been excluded from the tables below. The amounts in the tables for the unvested SARs granted in 2020 that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on December 31, 20202021 (the last trading day in 2020)2021).  RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2020.2021. On December 31, 2020,2021, the closing market price for LILA and LILAK shares was as follows:
LILA shares: $11.13$11.66
LILAK shares: $11.09$11.40
The termination provisions of the Nair Agreement and of the employment agreements with each of our other NEOs are described under —Employment and Other Agreements above. The Incentive Plan and the Transition Plan are described under Incentive Plans below. above. In addition to such descriptions, additional information on the termination and/or change in control provisions of these plans and agreements is provided below.
The Deferred Compensation Plan provides that the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company, including in each of the termination of employment scenarios described below. The Deferred Compensation Plan also provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.
Termination of Employment
The availability of benefits under our plans or agreements varies with the reason employment terminates as described below.
Voluntary Termination
The executive would retain his vested equity grants under the incentive plans, which must be exercised within the period following termination prescribed by the applicable plan. See —Outstanding Equity Awards at Fiscal Year-End above
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for amounts in respect of each NEO’s vested equity awards as of December 31, 2020.2021. There would be no other payments or benefits, except with respect to elections made under the Deferred Compensation Plan (as applicable).
Retirement
Except with respect to elections made under the Deferred Compensation Plan (as applicable), no benefits are payable to any of our NEOs in the event of retirement. However, under the Incentive Plan a person who retires with a combined age and years of service of 70 or greater will vest an additional year of unvested SARs and RSUs granted under this plan from the date of retirement. Such benefit is reflected in the “Retirement” column in the Termination of Employment Table below.
The Phoenix Awards provide that if a person who retires with a combined age and years of service of 70 or greater, the compensation committee has the discretion to vest a prorated portion of the Phoenix Awards. Because this is discretionary, no amount in respect of the Phoenix Awards is reflected for that occurrence in the “Retirement” column in the Termination of Employment Table below for our NEOs.
Termination for Cause
The executive would not receive any payment or benefit, except with respect to elections made under the Deferred Compensation Plan (as applicable), and typically would forfeit all unexercised equity awards, whether or not vested. The definition of “cause” varies among the plans and agreements, but generally includes (1) dishonesty, incompetence or other misconduct, (2) failure to perform duties and (3) a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 12 months following a change in control event, “cause” is defined to mean only a felony conviction for fraud, embezzlement or other illegal conduct.
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Termination Without Cause
The employment agreements entered into with our NEOs provide for benefits in the case of termination by our company without cause including severance equal to two times base salary for Mr. Nair and one times base salary for our other NEOs. See -EmploymentEmployment and Other Agreements above. Mr. Nair’s employment agreement provides for 12 months of continued vesting of his outstanding equity awards upon termination without cause. Under the SARs awarded to our other executives, if termination of employment is without cause and occurs more than six months after the grant date, then the employee would be entitled to accelerated vesting of a pro rata portion of one-third of the unvested amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination. TheUnder the 2021 RSUs awarded to our other executives, if termination of employment is without cause and occurs after March 15, 2021, then the employee would be entitled to accelerated vesting of a pro rata portion of one-third of the unvested amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination.The 2020 PSUs provide that if termination of employment is without cause after June 30, of the first year of the performance period2021 and prior to a change in control event, the compensation committee has the discretion to vest a portion of the earned 2020 PSUs determined similar to the provisions for disability as stated below. Because this is discretionary, no amount in respect of the 2019 PSUs or 2020 PSUs is reflected for that occurrence in the “By Company Without Cause” column in the Termination of Employment Table below for our NEOs other than Mr. Nair.NEOs. The Phoenix Awards provide that if a person’s employment is terminated without cause, the compensation committee has the discretion to vest a prorated portion of the Phoenix Awards. The NEOs’ Phoenix Awards have been excluded from the “By Company Without Cause” column in the table below because the exercises prices exceeded the closing stock prices of our LILA and LILAK shares on December 31, 2021. The outstanding RSUs granted under the SHIP provide that if termination of employment is without cause, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. With respect to the portion of Mr. Kenigsztein’s 2021 RSUs and 2021 SARs that were contingent on CWP’s achievement of certain financial goals, we have assumed that the compensation committee would exercise its discretion to cancel that portion of his awards as the financial goals for these awards were not satisfied. For the benefits payable under the applicable employment agreement or award agreement and the value of the prorated vesting of awards, if any, see the “By Company Without Cause” column in the Termination of Employment Table below.
Death
In the event of death, unless otherwise provided in another agreement, the Incentive Plan provides for vesting in full of any outstanding options or SARs, including the Phoenix Awards, and the lapse of restrictions on any restricted share or RSU awards. Under Mr. Nair’s employment agreement, and the CEO SAR Award, any unvested equity awards upon death will continue to vest through the date that is six months after the date of termination of employment. The 2020 PSUs provide that, in the event of termination of employment due to death that occurs after June 30, of the first year of the performance period2021 and prior to a change in control during the performance period, the prorated portion of the grantee’s target 2020 PSUs, based on the portion of the performance period completed prior to the date of death, will vest. The performance period for the 2020 PSUs was calendar year 2021, and based on our 2021 performance, the compensation committee determined that 111.4% of the target 2020 PSUs were earned. As a result, we have assumed that the compensation committee would exercise its discretion to determine that 111.4% of the target 2020 PSUs would vest in full in the event of his death. As a result, the “Death” column in the table below reflects the full value of the 2020 PSUs that were actually earned by Messrs. Nair, Noyes, Winter, Kenigsztein and Khemka. The NEOs’ Phoenix Awards have been excluded from the table below because the exercises prices exceeded the closing prices of our LILA shares and LILAK shares on December 31, 2021. The outstanding RSUs granted under the SHIP provide that if termination of employment occurs due to death, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. With respect to the portion of Mr. Kenigsztein’s 2021 RSUs and 2021 SARs that were contingent on CWP’s achievement of certain financial goals, we have assumed that the compensation committee would exercise its discretion to cancel that portion of his awards as the financial goals for these awards were not satisfied. The value of all these benefits is in the “Death” column in the Termination of Employment Table. For this purpose, the amounts set forth in the table below assume that 100% of the target 2019 PSUs and 2020 PSUs would have been earned on a prorated basis as stated above. No amounts are shown for payments pursuant to life insurance policies, which we make available to all our salaried employees.
Disability
In the event of termination of employment due to disability, unless otherwise provided in another agreement, the Incentive Plan provides for vesting in full of any outstanding options or SARs, including the Phoenix Awards, and the lapse of restrictions on any restricted share or RSU awards. Under Mr. Nair’s employment agreement, and the CEO SAR Award, any unvested equity awards upon
60


termination due to disability will continue to vest through the date that is six months after the date of termination of employment.Theemployment. The 2020 PSUs provide that, if termination of employment due to disability occurs after June 30, of the first year of the performance period2021 and prior to a change in control event during the performance period, the prorated portion of the grantee’s 2020 PSUs that would have been earned if the performance period had ended on December 31 of the year in which the disability occurred, will vest and the underlying common shares will be issued no later than March 15 of the following year. The outstanding RSUs granted under the SHIP provide that if termination of employment occurs due to disability, then the employee would be
71


entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. The valueWith respect to the portion of allMr. Kenigsztein’s 2021 RSUs and 2021 SARs that were contingent on CWP’s achievement of certain financial goals, we have assumed that the compensation committee would exercise its discretion to cancel that portion of his awards as the financial goals for these benefits is in the “Disability” column in the Termination of Employment Table. For this purpose, the amounts set forth in the table below assume that 100% of the target 2019 PSUs and 2020 PSUs would have been earned on a prorated basis as stated above.awards were not satisfied. No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees. The NEOs’ Phoenix Awards have been excluded from the table below because the exercises prices exceeded the closing prices of our LILA shares and LILAK shares on December 31, 2021. For this purpose, the amounts set forth in the table below assume full vesting of the actual number of 2020 PSUs that were earned (111.4% of target) as determined by the compensation committee in February 2021. The value of all these benefits is in the “Disability” column in the Termination of Employment Table. For purposes of the Incentive Plan, SARs, the 2020 PSUs, the 2021 RSUs and the PSUs,Phoenix Awards, “disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable condition that has lasted or can be expected to last for a continuous period of at least 12 months or can be expected to result in death.death; provided, however, that with respect to Mr. Nair, the 2020 PSUs, 2021 RSUs and the Phoenix Awards defer to the definition of “disability” in his employment agreement. For purposes of Mr. Nair’s employment agreement, “disability” means his qualification for benefits under our long-term disability plan.
Resignation for Good Reason
The employment agreements with our NEOs provide for benefits in the case of resignation for good reason. See -Employment-Employment and Other Agreements above. Under the 2020 PSUs, the compensation committee has the discretion to vest a portion of the 2020 PSUs similar to the discretionary benefits payable upon termination by our company without cause. Except with respect to Mr. Nair, the compensation committee has the discretion to vest a portion of the RSUs upon a termination for good reason. Otherwise, no payment or benefit is required upon resignation by an executive for good reason absent a change in control. With respect to the portion of Mr. Kenigsztein’s 2021 RSUs and 2021 SARs that were contingent on CWP’s achievement of certain financial goals, we have assumed that the compensation committee would exercise its discretion to cancel that portion of his awards as the financial goals for these awards were not satisfied. The other benefits payable for termination due to good reason under the employment agreements with our NEOs are the same as the benefits payable upon a termination by our company without cause. Good reason includes the assignment of duties materially inconsistent with the NEOs position, authority, duties or responsibilities or an action by us that results in a material diminution in his position, authority, duties or responsibilities, a material breach of the employment agreement by us, a reduction in his base salary or target annual bonus opportunity or relocation of his principal place of employment from the Denver area or, in the case of Ms. Lorenzo and Mr. Kenigsztein, Panama City, Panama. See the “By Company Without Cause” column in the Termination of Employment Table below.

Termination of Employment
NameBy Company Without Cause ($)Disability ($)Death ($)Retirement ($)
Balan Nair
Severance Payment7,614,2007,614,2006,364,200— 
Deferred Compensation (1)4,952,8918,960,5598,960,5594,952,891
SARs Accelerated283,246245,480245,480— 
2020 PSUs— 4,879,7054,879,705— 
RSUs Accelerated1,569,5873,444,2083,444,208— 
Benefits (2)28,01228,012— — 
Total14,447,93625,172,16523,894,1534,952,891
Christopher Noyes
Severance Payment2,086,2002,086,2002,086,200— 
Deferred Compensation (1)545,218 545,218 545,218 545,218 
SARs Accelerated13,072 104,584104,584— 
2020 PSUs— 1,126,0631,126,063— 
RSUs Accelerated145,4671,278,4771,278,477— 
Benefits (2)23,28023,280— — 
Total2,813,2385,163,8235,140,543545,218 
61
72


Termination of Employment
NameBy Company Without Cause ($)Disability ($)Death ($)Retirement ($)
Balan Nair
Severance Payment7,150,1007,150,1005,900,100— 
Deferred Compensation (1)2,160,4122,160,4122,160,4122,160,412
SARs Accelerated141,991141,991141,991— 
2019 PSUs— 2,501,6192,501,619— 
2020 PSUs— 3,168,9403,168,940— 
RSUs Accelerated262,749262,749262,749— 
Benefits (2)28,06028,060— — 
Total9,743,31215,413,87114,135,8112,160,412
Christopher Noyes
Severance Payment1,647,0001,647,0001,647,000— 
SARs Accelerated— 98,31298,312— 
2019 PSUs— 577,309577,309— 
2020 PSUs— 489,318489,318— 
RSUs Accelerated104,893104,893104,893— 
Benefits (2)23,32923,329— — 
Total1,775,2222,940,1622,916,833— 
Betzalel Kenigsztein
Severance Payment1,722,0001,722,0001,722,000— 
Deferred Compensation (1)421,775421,775421,775421,775
SARs Accelerated— 98,31298,31232,766
2019 PSUs— 577,309577,309— 
2020 PSUs— 489,318489,318— 
RSUs Accelerated31,44531,44531,44531,445
Benefits (2)23,32923,329— — 
Total2,198,5493,363,4893,340,160485,986
John Winter
Severance Payment1,828,6001,828,6001,828,600— 
SARs Accelerated— 81,92781,927— 
2019 PSUs— 481,080481,080— 
2020 PSUs— 407,756407,756— 
RSUs Accelerated104,893104,893104,893— 
Benefits (2)23,32923,329— — 
Total1,956,8222,927,5852,904,256— 
Vivek Khemka
Severance Payment1,647,0001,647,0001,647,000— 
Deferred Compensation (1)89,39989,39989,39989,399
SARs Accelerated— 98,31298,312— 
2019 PSUs— 577,309577,309— 
2020 PSUs— 489,318489,318— 
RSUs Accelerated78,66778,66778,667— 
Benefits (2)23,32923,329— — 
Total1,838,3953,003,3352,980,00689,399
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NameBy Company Without Cause ($)Disability ($)Death ($)Retirement ($)
Rocio Lorenzo
Severance Payment1,002,0001,002,0001,002,000— 
SARs Accelerated— — — — 
RSUs Accelerated34,426743,750743,750— 
Total1,036,4261,745,7501,745,750— 
John Winter
Severance Payment1,674,0001,674,0001,674,000— 
Deferred Compensation (1)708,784 776,696 776,696 708,784 
SARs Accelerated10,894 87,15587,155— 
2020 PSUs— 938,399938,399— 
RSUs Accelerated137,6331,044,0351,044,035— 
Benefits (2)20,84420,844— — 
Total2,552,1554,541,1284,520,284708,784 
Betzalel Kenigsztein
Severance Payment1,795,9001,795,9001,795,900— 
Deferred Compensation (1)327,662327,662327,662327,662
SARs Accelerated (3)13,072 104,584104,58452,292
2020 PSUs— 1,126,0631,126,063— 
RSUs Accelerated (3)146,765826,558826,558348,544
Total2,283,4004,180,7674,180,767728,498
Vivek Khemka
Severance Payment1,749,0001,749,0001,749,000— 
Deferred Compensation (1)571,604571,604571,604571,604
SARs Accelerated13,072 104,584104,584— 
2020 PSUs— 1,126,0631,126,063— 
RSUs Accelerated143,6871,163,3931,163,393— 
Total2,477,3634,714,6444,714,644571,604
(1)    Each of Mr. Nair, Mr. Noyes, Mr. Winter, Mr. Kenigsztein and Mr. Khemka had the right to file an election at the time of his initial deferral to receive distributions under the Deferred Compensation Plan and the LG Deferred Compensation Plan upon his separation from service, including under the termination scenarios in the table above.  For purposes of the tabular presentation above, we have assumed that each of Mr. Nair, Mr. Noyes, Mr. Winter, Mr. Kenigsztein and Mr. Khemka has elected to receive a lump sum payout of the account balance in the Deferred Compensation Plan upon a termination without cause at our company or retirement.retirement from our company. The Deferred Compensation Plan and the LG Deferred Compensation Plan each provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.
(2)    For Mr. Nair, represents the full estimated costOur U.S.-based executives would be entitled to maintainmaintenance of health benefits for him and/or histhem and their dependents during the 12-month period following his termination. For each other NEO,Mr. Nair, this amount represents the full estimated cost of providing this benefit to him and his dependents. For Messrs. Noyes and Winter, these amounts represents the company’s portion of the cost of providing this benefit to maintain health benefits for the NEO and/orand his respective dependents, during the 12-month period following his termination, assuming payment of premiums by the NEO.
(3)    We have assumed that the compensation committee would exercise its discretion to cancel Mr. Kenigsztein’s 2021 RSUs and 2021 SARs that were contingent on CWP’s achievement of certain financial goals as those goals were not satisfied.
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Change in Control
The Incentive Plan, the 2020 PSUs and the CEO SAR AwardPhoenix Awards each provide for various benefits either upon the occurrence of specified change in control events or upon termination of employment following a change in control event.
Change in Control Events
The change in control events vary under the relevant arrangements but generally fall into three categories:
1.    A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our Board. We refer to this change in control event as an “Unapproved Control Purchase.”
2.    During any two-year period, persons comprising the Board at the beginning of the period cease to be a majority of the Board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change in control event as a “Board Change.”
3.    Our Board approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our common shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change in control event as a “Reorganization.”
Under the Incentive Plan, outstanding equity awards will vest in full upon the occurrence of an Unapproved Control Purchase or Board Change and immediately prior to consummation of a Reorganization, unless, in the case of a Reorganization, the compensation committee determines that effective provision has been made for the award to be assumed or replaced with an equivalent award.
The 2020 PSUs provide that if any of these change in control events occurs during the performance period and the grant agreements are not continued on the same terms and conditions, in the case of a Board Change or Unapproved Control Purchase, or not continued or assumed on equivalent terms, in the case of a Reorganization, then each grantee will be deemed to have earned his target 2020 PSUs, which will vest. The underlying common shares will be issued within 30 days of such change in control event, or immediately prior to a Reorganization. If the grant agreements for the 2020 PSUs are continued or assumed, then each grantee will be deemed to have earned his target 2020 PSUs or earned 2020 PSUs, which will be converted to time-vested RSUs subject to service and vesting requirements in accordance with the grant agreement.
The Phoenix Awards will also fully vest if a Board Change or Unapproved Control Purchase occurs, subject to the compensation committee’s discretion to reduce the number of PSARs that vest based on the employee’s performance. For purposes of the table below, the NEOs’ Phoenix Awards have been excluded because the exercises prices exceeded the closing prices of our LILA shares and LILAK shares on December 31, 2021.
The Deferred Compensation Plan provides our compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant’s account balance.
Termination After Change in Control
The 2020 PSUs provide that, if a change in control event occurs that does not result in accelerated vesting of such awards, a subsequent termination of employment will accelerate vesting of the earned 2020 PSUs if the termination is due to death or disability or is without cause or the participant resigns for good reason. The common shares underlying the vested 2020 PSUs will be issued no later than March 15 of the calendar year immediately following the calendar year in which the termination occurred. If the SAR awards including the CEO SAR Award, are continued after a Reorganization, the awards provide for full vesting if the executive is terminated by us without cause or resigns with good reason within twelve months after the Reorganization.Reorganization, or if later, within the expiration of a 30-day cure period that began once the executive provided written notice of an event giving rise to good reason.

The Phoenix Awards also provide for full vesting if the executive is terminated by us without cause or resigns with good reason within twelve months after the Reorganization, or if later, the first day following the expiration of a 30-day cure period that began once the executive provided written notice of an event giving rise to good reason; provided, however, that the compensation committee has the discretion to reduce the number of PSARs that vest based on the employee’s
6374


performance. For purposes of the table below, the NEOs’ Phoenix Awards have been excluded because the exercises prices exceeded the closing prices of our LILA shares and LILAK shares on December 31, 2021.
For purposes of each of the 2020 PSUs, the Phoenix Awards and the SAR awards, other than the CEO SAR Award, “good reason” for a participant to resign following a change in control event requires that one of the following has occurred without the consent of the participant: (1) a material diminution in the participant’s base compensation; (2) a material diminution of his or her official position or authority; or (3) a required relocation of his or her principal business office to a different country. For purposes of the CEO SAR Award, “good reason” has the meaning set forth in Mr. Nair’s employment agreement. Additional procedural requirements apply for a resignation to qualify as being for “good reason.”
The “Employment Terminated” columns assume that the executive’s employment is terminated as of December 31, 2019,2021, without cause and include the incremental benefits that would result from such a termination under the employment agreements and equity incentive plans as described under —Termination of Employment above.
280G Tax Gross-Up. Our NEOs have agreed in their employment agreements to waive any rights they would have under any equity or other agreements to any 280G tax gross-up payment from us or Liberty LA.  The grant agreements for the 2020 PSUs impose a cap that applies if a benefit is triggered due to a change-of-control event that would be subject to an excise tax pursuant to Section 280G of the Code.  Under the 2020 PSUs, if the excise tax can be avoided through a reduction in the amount of “parachute payments” (as defined in Section 280G) required to be provided to the grantee with respect to the 2020 PSUs, then the amount of “parachute payments” shall automatically be reduced to the minimum extent necessary to avoid the excise tax.
For purposes of the change-of-control events in the table below, we have assumed that the amounts payable to the NEOs would not exceed the threshold that would subject such amounts to excise taxes pursuant to Section 280G of the Code and that no parachute cap would apply.
Change In Control
Unapproved Control
Purchase /Board Change - Plan
Benefits Continued
Reorganization-Plan
Benefits Continued
Change in Control - Plan
Benefits Not
Continued
Unapproved Control
Purchase /Board Change - Plan
Benefits Continued
Reorganization-Plan
Benefits Continued
Change in Control - Plan
Benefits Not
Continued
NameNameEmployment
Terminated ($)
Employment
Continues ($)
Employment
Terminated ($)
Employment
Continues ($)
NameEmployment
Terminated ($)
Employment
Continues ($)
Employment
Terminated ($)
Employment
Continues ($)
Balan NairBalan NairBalan Nair
Severance PaymentSeverance Payment7,150,100 — 7,150,100 — Severance Payment7,614,200 — 7,614,200 — 
Deferred Compensation (1)Deferred Compensation (1)2,160,412 2,160,412 2,160,412 2,160,412 Deferred Compensation (1)4,952,891 4,952,891 4,952,891 4,952,891 
SARs AcceleratedSARs Accelerated426,017 — 426,017 426,017 SARs Accelerated453,196 453,196 453,196 453,196 
2019 PSUs2,501,619 (2)2,501,619 2,501,619 
2020 PSUs2020 PSUs4,234,924 (2)4,234,924 4,234,924 2020 PSUs4,380,348 (2)4,380,348 4,380,348 
RSUs AcceleratedRSUs Accelerated262,749 — 262,749 262,749 RSUs Accelerated3,444,208 3,444,208 3,444,208 3,444,208 
Benefits (3)Benefits (3)28,060 — 28,060 — Benefits (3)28,012 — 28,012 — 
TotalTotal16,763,880 2,160,412 16,763,880 9,585,720 Total20,872,856 8,850,296 20,872,856 13,230,644 
Christopher NoyesChristopher NoyesChristopher Noyes
Severance PaymentSeverance Payment1,647,000 — 1,647,000 — Severance Payment2,086,200 — 2,086,200 — 
Deferred Compensation (1)Deferred Compensation (1)545,218 545,218 545,218 545,218 
SARs AcceleratedSARs Accelerated98,312 — 98,312 98,312 SARs Accelerated104,584 104,584 104,584 104,584 
2019 PSUs577,309 (2)577,309 577,309 
2020 PSUs2020 PSUs977,282 (2)977,282 977,282 2020 PSUs1,010,842 (2)1,010,842 1,010,842 
RSUs AcceleratedRSUs Accelerated104,893 — 104,893 104,893 RSUs Accelerated1,286,667 1,286,667 1,286,667 1,286,667 
Benefits (3)Benefits (3)23,329 — 23,329 — Benefits (3)23,280 — 23,280 — 
TotalTotal3,428,126 — 3,428,126 1,757,797 Total5,056,792 1,936,470 5,056,792 2,947,312 
Betzalel Kenigsztein
Rocio LorenzoRocio Lorenzo
Severance PaymentSeverance Payment1,722,000 — 1,722,000 — Severance Payment1,002,000 — 1,002,000 — 
Deferred Compensation (1)421,775 421,775 421,775 421,775 
SARs Accelerated98,312 — 98,312 98,312 
2019 PSUs577,309 (2)577,309 577,309 
2020 PSUs977,282 (2)977,282 977,282 
RSUs AcceleratedRSUs Accelerated31,445 — 31,445 31,445 RSUs Accelerated743,750 743,750 743,750 743,750 
TotalTotal1,745,750 743,750 1,745,750 743,750 
John WinterJohn Winter
Severance PaymentSeverance Payment1,674,000 — 1,674,000 — 
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Benefits (3)23,329 — 23,329 — 
Total3,851,453 421,775 3,851,453 2,106,124 
John Winter
Severance Payment1,828,600 — 1,828,600 — 
Unapproved Control
Purchase /Board Change - Plan
Benefits Continued
Reorganization-Plan
Benefits Continued
Change in Control - Plan
Benefits Not
Continued
NameNameEmployment
Terminated ($)
Employment
Continues ($)
Employment
Terminated ($)
Employment
Continues ($)
Deferred Compensation (1)Deferred Compensation (1)708,784 708,784 708,784 708,784 
SARs AcceleratedSARs Accelerated81,927 — 81,927 81,927 SARs Accelerated87,155 87,155 87,155 87,155 
2019 PSUs481,080 (2)481,080 481,080 
2020 PSUs2020 PSUs814,413 (2)814,413 814,413 2020 PSUs842,380 (2)842,380 842,380 
RSUs AcceleratedRSUs Accelerated104,893 — 104,893 104,893 RSUs Accelerated1,054,683 1,054,683 1,054,683 1,054,683 
Benefits (3)Benefits (3)23,329 — 23,329 — Benefits (3)20,844 — 20,844 — 
TotalTotal3,334,242 — 3,334,242 1,482,313 Total4,387,845 1,850,622 4,387,845 2,693,001 
Betzalel KenigszteinBetzalel Kenigsztein
Severance PaymentSeverance Payment1,795,900— 1,795,900— 
Deferred Compensation (1)Deferred Compensation (1)327,662327,662327,662327,662
SARs Accelerated (4)SARs Accelerated (4)104,584104,584104,584104,584
2020 PSUs2020 PSUs1,010,842 (2)1,010,842 1,010,842 
RSUs Accelerated (4)RSUs Accelerated (4)842,937 842,937 842,937 842,937 
TotalTotal4,081,926 1,275,184 4,081,926 2,286,026 
Vivek KhemkaVivek KhemkaVivek Khemka
Severance PaymentSeverance Payment1,647,000 — 1,647,000 — Severance Payment1,749,000 — 1,749,000 — 
Deferred Compensation (1)Deferred Compensation (1)89,399 89,399 89,399 89,399 Deferred Compensation (1)571,604 571,604 571,604 571,604 
SARs AcceleratedSARs Accelerated98,312 — 98,312 98,312 SARs Accelerated104,584 104,584 104,584 104,584 
2019 PSUs577,309 (2)577,309 577,309 
2020 PSUs2020 PSUs977,282 (2)977,282 977,282 2020 PSUs1,010,842 (2)1,010,842 1,010,842 
RSUs AcceleratedRSUs Accelerated78,667 — 78,667 78,667 RSUs Accelerated1,173,225 1,173,225 1,173,225 1,173,225 
Benefits (3)23,329 — 23,329 — 
TotalTotal3,491,299 89,399 3,491,299 1,820,970 Total4,609,255 1,849,414 4,609,255 2,860,255 
(1)    For purposes of the tabular presentation above, we have assumed that our compensation committee will use its discretion to terminate the Deferred Compensation Plan and distribute each participant’s account balance.balance if a change in control of our company had occurred on December 31, 2021. The amounts in this table exclude the amounts held in Mr. Nair and Mr. Winter’s accounts under the LG Deferred Compensation Plan, which are disclosed in Nonqualified Deferred Compensation above.
(2)    AlthoughWe have assumed that the grant agreements for the 2020 PSUs would be continued, and although the target PSUs arewould be deemed earned, the 2020 PSUs would be converted to be earned, they are not payable until thetime-vested RSUs subject to service and vesting dates underrequirements in accordance with the grant agreements.
(3)    For Mr. Nair, represents the full estimated costOur U.S.-based executives would be entitled to maintainmaintenance of health benefits for him and/or histhem and their dependents during the 12-month period following his termination. For each other NEO,Mr. Nair, this amount represents the full estimated cost of providing this benefit to him and his dependents. For Messrs. Noyes and Winter, these amounts represents the company’s portion of the cost of providing this benefit to maintain health benefits for the NEO and/orand his respective dependents, during the 12-month period following his termination, assuming payment of premiums by the NEO.
(4)    We have assumed that the compensation committee would exercise its discretion to cancel Mr. Kenigsztein’s 2021 RSUs and 2021 SARs that were contingent on CWP’s achievement of certain financial goals as those goals were not satisfied.
CEO Pay Ratio
We are a global company that employs approximately 11,900 people (on a full-time long-term contractors and part-time equivalent basis at year-end 2020)2021) in over 20 countries,approximately 40 markets, with a majority of our work force located outside the U.S. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and the respective country and local employment markets. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute.
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Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For the year ended December 31, 2020:2021:
The annual total compensation of the employee identified as the median of our company (other than our CEO) was $47,777.$35,621.
The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $16,478,363.$37,576,803.
Based on the above, our 2021 CEO to median employee pay ratio is 1,055:1. Excluding our CEO’s Phoenix Award, which had a grant date fair value of approximately $22.0 million, our CEO to median employee pay ratio is 345:becomes 437:1.
This pay ratio is a reasonablean estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment
65


and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
The same median employee was used for 2020, as allowed under Regulation S-K item 402(u), which allows companies to use the same median employee (or comparable employee) for up to three years, with refreshed compensation data for the median employee for the respective reporting year if a company’s compensations programs for its employee population has not significantly changed. WeFor 2021, we identified our median employee by collecting payroll data of our employee population on OctoberDecember 31, 2018,2021, consisting of salary and wages (including overtime) and annual bonus amounts. At that time, our employee population consisted 3.8%2.97% U.S. employees and 96.2%97.03% non-U.S. employees. Approximately 300 employees in five countries were excluded in Nicaragua, St. Vincent, Montserrat, Curacao and Honduras as allowed under the de minimis exception to the SEC rules. We annualized the compensation of all newly hired permanent and part-time employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation table.
Director Compensation
Set forth below is a description of the compensation for our nonemployee directors. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth above under —Aircraft Policy.
Fees and Expenses
Each member of our Board who is not an employee of Liberty Latin America (other than our Executive Chairman, Mr. Fries), received an annual retainer of $100,000. Each director who serves as the chair of the audit committee or the compensation committee receives a fee for such service of $20,000, and each other director who serves as a member of the audit committee or the compensation committee receives $10,000, in each case for each full year of service in such position. We do not pay any additional fees for service on our nominating and corporate governance committee. All annual director fees, including fees for chairpersons, are payable in arrears in four equal quarterly installments. Our directors may elect to have their quarterly fee installments paid in common shares instead of in cash. Such election for fees payable for a specific calendar quarter must be made not later than the last day of the immediately preceding calendar quarter and consist of a combination of LILA and LILAK shares. The number of shares issued is based on the fair market value on the last trading day of the quarter for which the election is made. Any fractional share is paid in cash. Currently, our President and CEO, Mr. Nair, does not receive any additional compensation for his service as a director. In 2020, each of our directors agreed to reduce their fees and/or payments pursuant to equity awards in connection with the company’s initiative to support our employees, including the establishment of a relief fund to assist employees impacted by the pandemic.The amounts provided in the table below reflect this reduction in fees paid to our directors for the 2020 year.
Generally, we expect to reimburse our non-executive directors for travel, lodging and other reasonable expenses related to their service on our Board and related committees. From time to time, we expect to provide our directors information on conferences and seminars that may be of interest to them as a director of Liberty Latin America. For directors who elect to attend these events, we expect to cover the costs as part of our policy to keep members of our Board informed on issues that relate to their duties as a director. In addition, we make available to members of our Board, at their election, health insurance under our health insurance policies.
Equity Awards
Annually, eachEach of our current non-executive directors receives an annual equity award under the Director Plan with a combined grant date fair value of $125,000 awarded in the form of a grant of LILA RSUs and a grant of LILAK RSUs in a one for two ratio.ratio, with a combined grant date fair value of $150,000 for 2021. For 2020, the directors’ annual equity awards, except for Mr. Nair, increased to$150,000. For 2020,2021, our Executive Chairman, Mr. Fries, earned an equity award with a combined grant date fair value of $475,000 awarded in the form of a grant of LILA RSUs and a grant of LILAK RSUs in a one for two ratio. The director
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RSUs are made at the same time the annual SAR grants are made to our employees under the annual incentive plan. The awards of RSUs vest in full on the date of the first anniversary of the date of grant.
Deferred Compensation Plan
At its February 21, 2020 meeting, our compensation committee adopted the Liberty Latin America Ltd. Nonemployee Director Deferred Compensation Plan, effective March 1, 2020 (the Director Deferred Compensation Plan). Under the Director Deferred Compensation Plan, beginning with deferral elections for the second quarter of 2020 and after, non-executive directors may elect to defer payment of up to 85% of their annual retainer and their annual equity awards to the
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extent payable in restricted shares or RSUs. Annual retainers payable in cash and deferred under the Director Deferred Compensation Plan prior to 2022 will be credited with interest at the rate of 8.5% per year, compounded daily (the credited interest fund). Our Board reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set.set, and in fact, reduced the interest rate to 8.0% per year, compounded daily, for compensation deferred in 2022. Annual equity awards payable in restricted shares or RSUs that are deferred will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions (the stock fund). The deferred annual retainers and deferred equity awards may be distributed in a lump sum or in a series of up to two annual installments upon a distribution event. A distribution event is when (1) the director ceases to be a member of our Board or dies, or (2) at the election of our Board, within 12 months of certain change in control events, or (3) a specific date is selected by the director at the time he or she makes hisa deferral election. The Director Deferred Compensation Plan provides our Board with the discretion to terminate the Director Deferred Compensation Plan at any time. This optional termination will not result in accelerated distributions.
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20202021 Compensation of Directors
The following table sets forth information concerning the compensation of our nonemployee directors for the fiscal year 2020.2021.
Name (1)Name (1)Fees Earned or Paid in Cash ($)Stock Awards ($)(2)(3)Option Awards
($)(3)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)Name (1)Fees Earned or Paid in Cash ($)Stock Awards ($)(2)(3)Option Awards
($)(3)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)
Michael T. FriesMichael T. Fries— — — — — 788,823Michael T. Fries— — — — — 479,308
LILALILA— 157,788 — LILA— 159,012 — 
LILAKLILAK— 631,035 (4)— LILAK— 320,296 — 
Daniel E. SanchezDaniel E. Sanchez100,000 — — — — 254,315Daniel E. Sanchez100,000 — — — — 251,371
LILALILA— 49,827 — LILA— 50,218 — 
LILAKLILAK— 104,488 — LILAK— 101,153 — 
Alfonso de Angoitia NoriegaAlfonso de Angoitia Noriega60,000(5)— — — — 214,315Alfonso de Angoitia Noriega110,000(4)— — — — 261,371
LILALILA— 49,827— LILA— 50,218 — 
LILAKLILAK— 104,488— LILAK— 101,153 — 
Charles H.R. BrackenCharles H.R. Bracken50,000— — — — 204,315Charles H.R. Bracken100,000— — — — 251,371
LILALILA— 49,827— LILA— 50,218 — 
LILAKLILAK— 104,488— LILAK— 101,153 — 
Miranda CurtisMiranda Curtis80,000— — — — 238,915Miranda Curtis130,000— — — — 281,371
LILALILA— 49,827— LILA— 50,218 — 
LILAKLILAK— 109,088(6)— LILAK— 101,153 — 
Paul A. GouldPaul A. Gould80,000(7)— — — — 238,915Paul A. Gould130,000(5)— — — — 281,371
LILALILA— 49,827— LILA— 50,218 — 
LILAKLILAK— 109,088(8)— LILAK— 101,153 — 
Brendan PaddickBrendan Paddick60,000(9)— — — — 214,315Brendan Paddick110,000(6)— — — — 261,371
LILALILA— 49,827— LILA— 50,218 — 
LILAKLILAK— 104,488— LILAK— 101,153 — 
Eric L. ZinterhoferEric L. Zinterhofer60,000(10)— — — — 214,315Eric L. Zinterhofer110,000(7)— — — — 261,371
LILALILA— 49,827(11)— LILA— 50,218 (8)— 
LILAKLILAK— 104,488(11)— LILAK— 101,153 (8)— 
(1)Mr. Nair, our President and CEO, does not receive any additional compensation as a director. For information on Mr. Nair’s compensation, see —Summary Compensation Table above.
(2)The dollar amounts in the table reflect the grant date fair value of share awards and RSUs related to LILA shares and     LILAK shares at the time of grant in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 17 to our consolidated financial statements for the year ended December 31, 2020,2021, which are included in the 20202021 Form 10-K. This column includes RSUs granted to our directors as adjustment for outstanding RSU and SAR awards in connection with our 2020 Rights Offering.
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(3)At December 31, 2020,2021, our current non-employee directors had the following awards outstanding:
NameNameClassOptions (#) (a)Restricted Shares/RSUs (#)NameClassOptions (#) (a)Restricted Shares/RSUs (#)
Michael T. FriesMichael T. FriesLILA294,915 13,544 Michael T. FriesLILA259,662 11,358 
LILAK590,118 27,088 LILAK519,958 22,716 
Eric L. ZinterhoferEric L. ZinterhoferLILA— 4,277 Eric L. ZinterhoferLILA— 3,587 
LILAK— 8,554 LILAK— 7,174 
Alfonso de Angoitia NoriegaAlfonso de Angoitia NoriegaLILA— 4,277 Alfonso de Angoitia NoriegaLILA— 3,587 
LILAK— 8,554 LILAK— 7,174 
Charles H.R. BrackenCharles H.R. BrackenLILA62,316 4,277 Charles H.R. BrackenLILA50,567 3,587 
LILAK124,733 8,554 LILAK101,349 7,174 
Miranda CurtisMiranda CurtisLILA4,191 4,277 Miranda CurtisLILA3,012 3,587 
LILAK8,928 8,554 LILAK6,382 7,174 
Paul A. GouldPaul A. GouldLILA4,191 4,277 Paul A. GouldLILA3,012 3,587 
LILAK8,928 8,554 LILAK6,382 7,174 
Brendan PaddickBrendan PaddickLILA— 4,277 Brendan PaddickLILA— 3,587 
LILAK— 8,554 LILAK— 7,174 
Daniel E. SanchezDaniel E. SanchezLILA— 4,277 Daniel E. SanchezLILA— 3,587 
LILAK— 8,554 LILAK— 7,174 
a.Includes shares that are subject to options or SARs, reported on a gross basis.
(4)    Includes 25,641 RSUs granted to Mr. Fries in connection with our 2020 Rights Offering as adjustment for outstanding SAR awards held by Mr. Fries in connection with his service to Liberty Global prior to the Split-Off, with a grant date fair value of $300,154.
(5)     Includes approximately $59,925$109,912 that Mr. Angoitia Noriega received in our common shares in lieu of cash.
(6)    Includes 393 RSUs granted to Ms. Curtis in connection with our 2020 Rights Offering as adjustment for outstanding options held by Ms. Curtis in connection with her service to Liberty Global prior to the Split-Off, with a grant date fair value of $4,600.
(7)(5)     Includes approximately $79,959$19,381 that Mr. Paul Gould received in our common shares in lieu of cash.
(8)     Includes 393 RSUs granted to Mr. Gould in connection with our 2020 Rights Offering as adjustment for outstanding options held by Mr. Gould in connection with his service to Liberty Global prior to the Split-Off, with a grant date fair value of $4,600.
(9)(6)     Includes approximately $58,062$109,912 that Mr. Brendan Paddick received in our common shares in lieu of cash.
(10)(7)    Includes approximately $59,925$109,912 that Mr. Eric Zinterhofer received in our common shares in lieu of cash. Mr. Zinterhofer transferred such amounts to Searchlight Capital Partners, LP.
(11)(8)    Mr. Eric Zinterhofer transferred all of the common shares that he received to affiliates of Searchlight Capital Partners, LP.



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Equity Compensation Plan Information
The following table sets forth information as of December 31, 2020,2021, with respect to our common shares authorized for issuance under our equity compensation plans.
Plan CategoryPlan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)Weighted average exercise price of outstanding options, warrants, and rights (b)Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)(1)Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)Weighted average exercise price of outstanding options, warrants, and rights (b)Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)(1)
Equity compensation plans approved by security holders:Equity compensation plans approved by security holders:Equity compensation plans approved by security holders:
Liberty Latin America 2018 Incentive Plan(2)
Liberty Latin America 2018 Incentive Plan(2)
5,790,475 
Liberty Latin America 2018 Incentive Plan(2)
40,007,911 
LILALILA5,353,061 15.52 LILA10,180,802 14.62 
LILABLILABN/AN/ALILABN/AN/A
LILAKLILAK10,645,368 15.48 LILAK20,409,918 14.66 
Liberty Latin America 2018 Nonemployee Director Incentive PlanLiberty Latin America 2018 Nonemployee Director Incentive Plan4,771,332 Liberty Latin America 2018 Nonemployee Director Incentive Plan4,743,851 
LILALILA43,483 N/ALILA25,109 N/A
LILABLILABN/AN/ALILABN/AN/A
LILAKLILAK86,966 N/ALILAK50,218 N/A
Equity compensation plans not approved by security holders:Equity compensation plans not approved by security holders:Equity compensation plans not approved by security holders:
Liberty Latin America Transitional Share Conversion Plan(3)
Liberty Latin America Transitional Share Conversion Plan(3)
— (4)
Liberty Latin America Transitional Share Conversion Plan(3)
— (4)
LILALILA1,345,535 32.34 LILA642,457 27.86 
LILABLILABN/AN/ALILABN/AN/A
LILAKLILAK2,701,044 32.76 LILAK1,287,356 28.27 
TotalTotalTotal
LILALILA6,742,079 19.33 LILA10,848,368 15.37 
LILABLILABN/AN/ALILABN/AN/A
LILAKLILAK13,433,378 19.41 LILAK21,747,492 15.47 
10,561,807 44,751,762 
(1)Each plan permits grants of, or with respect to, any class of our common shares, subject to a single aggregate limit.
(2)Consists of SARs, PSUs and RSUs held by participants at our company under the Incentive Plan.
(3)Consists of SARs and stock options PSUs and RSUs held by participants at our company and Liberty Global under the Transition Plan.
(4)The Transition Plan governs the terms and conditions of awards with respect to our company’s common shares that were granted in connection with adjustments made to awards granted by Liberty Global with respect to the LiLAC Shares. As a result, no further grants are permitted under this plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Under our written Corporate Governance Guidelines, if a director or executive officer has an actual or potential conflict of interest (which includes being a party to a proposed “related party transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform the chief executive officer and the chairperson of the audit committee to address such actual or potential conflicts. No “related party transaction” may be effected by our company without the approval of the audit committee or other independent committee of the Board designated to address such actual or potential conflicts.
In September 2021, one of our subsidiaries entered into an independent contractor and consulting agreement with our chief customer officer's husband, Moritz Wilmowsky, which provides him with annual compensation of $300,000 in exchange for his consulting services to assist in our efforts to reduce energy usage. The agreement has an initial one-year term, which may be extended for additional one-year terms, and may be terminated at any time, subject to the agreement’s advance notice provisions.
SHAREHOLDER PROPOSALS
This proxy statement relates to our AGM which will take place on May 12, 2021.17, 2022. Based solely on the date of our AGM and the date of this proxy statement, (i) a shareholder proposal must be submitted in writing to our Secretary and received at our principal executive offices at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda by the close of business on December 2, 2021,8, 2022, in order to be eligible for inclusion in our proxy materials for the 20222023 Annual General Meeting of Shareholders (the 20222023 annual meeting), and (ii) while we currently anticipate that the 20222023 annual meeting will be held during the second quarter of 2022,2023, if the 20222023 annual meeting is called for a date within 30 calendar days before or after May 12, 2022,17, 2023, a shareholder proposal, or any nomination by shareholders of a person or persons for election to the Board, must be submitted in writing to our Secretary and received at our principal executive offices at the foregoing address not earlier than February 11, 2022,16, 2023, and not later than March 14, 2022,20, 2023, to be considered for presentation at the 20222023 annual meeting. In addition to satisfying the foregoing requirements under our bye-laws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide a notice to our company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 20, 2023. If the 20222023 annual meeting is called for a date more than 30 calendar days before or 30 calendar days after May 12, 2022,17, 2023, a shareholder proposal, or any nomination by shareholders of a person or persons for election to the Board, will instead be required to be received at our principal executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 20222023 annual meeting is communicated to shareholders or public disclosure of the date of the 20222023 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 20222023 annual meeting.

All shareholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our memorandum of association and bye-laws and applicable law.
ADDITIONAL INFORMATION
We file periodic reports, proxy materials and other information with the SEC. You may also inspect such filings on the internet website maintained by the SEC at www.sec.gov. Additional information can also be found on our website at www.lla.com. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement). If you would like to receive a copy of our 20202021 Form 10-K, as amended, or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Latin America Ltd. 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, Tel. No. +1 (303) 925-6000, and we will provide you with the 20202021 Form 10-K, as amended, without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).
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Appendix A
LIBERTY LATIN AMERICA 2018 INCENTIVE
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated effective May 12, 2021)

ARTICLE I
PURPOSE OF PLAN

1.11.Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby (a) eligibleprovide employees of the Company and its Subsidiaries and (b) consultants providing servicesDesignated Companies with an opportunity to purchase Common Shares through accumulated Contributions. The Company intends for the Company and its Subsidiaries may be awarded additional remuneration for services rendered and encouragedPlan to acquire shareshave two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Company, thereby increasing their proprietary interestCode (the “423 Component”) and a component that is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “Non-423 Component”). The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. An option to purchase Common Shares under the Non-423 Component will be granted pursuant to rules, procedures, or sub-plans adopted by the Administrator designed to achieve tax, securities laws, or other objectives for Eligible Employees and the Company. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the Company’s businesses, encouraging them to remainsame manner as the 423 Component.
2.Definitions.
a.423 Component” is defined in the employSection 1 of the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also intended to aid in (a) attracting Persons of exceptional ability to become officers and employees of the Company and its Subsidiaries and (b) inducing consultants to agree to provide services to the Company and its Subsidiaries.Plan.

b.
Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 14.
1.2c. Effective Date. The Plan is effective December 29, 2017 (the “Effective Date”) and amended and restated effective May 12, 2021.

ARTICLE II
DEFINITIONS

2.1Affiliate Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings (whether used in the singular or plural):

“Act” means the Bermuda Companies Act 1981, as amended from time to time, and the rules and regulations thereunder.

“Affiliate” of the Company means any corporation, partnership or other business association that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

d.
Agreement”Applicable Laws means a share option agreement, share appreciation rights agreement, restricted shares agreement, restricted share units agreement, cash award agreementthe requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or an agreement evidencing more than one type of Award, specified in Section 11.5, as any such Agreement may be supplemented or amended from time to time.

“Approved Transaction” means any transaction inquotation system on which the Board (or, if approval ofCommon Shares is listed or quoted and the Board is not required as a matter of law, the Shareholders) shall approve (i) any consolidation, amalgamation or merger of the Company, or binding share exchange, pursuant to which Shares of the Company would be changed or converted into or exchanged for cash, securities, or other property (including pursuant to a Scheme of Arrangement), other than any such transaction in which the Shareholders immediately prior to such transaction have the same proportionate ownership of the shares of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation, amalgamation or binding share exchange to which the Company is a party as a result of which the Persons who are Shareholders immediately prior thereto have less than a majority of the combined voting power of the outstanding capital shares of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation, amalgamation or binding share exchange (including pursuant to a Scheme of Arrangement), (iii) the adoptionapplicable laws of any planforeign country or proposal for the liquidationjurisdiction where options are, or dissolution of the Company, or (iv)
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any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.
“Award” means a grant of Options, SARs, Restricted Shares, Restricted Share Units, Performance Awards, Cash Awards and/or cash amountswill be, granted under the Plan.

e.
Board”Board means the Board of Directors of the Company.

f.
Board Change” means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then stillChange in office who were directors at the beginning of the period.
Control
“Cash Award” means an Award made pursuant“Approved Transaction,” “Board Change,” or “Control Purchase” as defined in the Liberty Latin America 2018 Incentive Plan or any successor plan thereto, in each case, as amended from time to Section 10.1 of the Plan to a Holder that is paid solely on account of the attainment of one or more Performance Objectives that have been pre-established by the Committee.time.

g.
Code”Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto.amended. Reference to a specific section of the Code will include such section, any specific Codevalid regulation or other official applicable guidance promulgated under such section, shall includeand any successor section.comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

h.
Committee”Committee means thea committee of the Board appointed pursuant toin accordance with Section 3.1 to administer14 hereof.
i.Common Shares” means the Plan.Class C common shares of the Company.

j.
Company”Company means Liberty Latin America Ltd., an exempted Bermuda company limited by shares.

“Consultant” means an independent contractor, consultant,shares, or any other individual who is not an employee or non-employee director of the Company or any of its Subsidiaries and who (i) in the opinion of the Committee is in a position to contribute to the growth or financial success of the Company, (ii) is a natural person and (iii) provides bona fide services to the Company or any of its Subsidiaries.

“Control Purchase” means any transaction (or series of related transactions) in which any Person (as such term is so defined), corporation or other entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding shares of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means the Chairman of the Board and each of the directors of the Company as of the Effective Date, and (b) the respective family members, estates and heirs of each of the Persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such Persons or their respective family members or heirs. As used with respect to any Person, the term “family member” means the spouse, siblings and lineal descendants of such Person.

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as supported by a written opinion of a physician and determined by the Company. The Company may seek a second opinion as to the determination of Disability from a physician selected by the Company, and in such case, the Holder will be required to submit to an examination and provide the physician with any information that is necessary for such determination.

“Dividend Equivalents” means, with respect to Restricted Share Units, to the extent specified by the Committee only, a right to receive a cash amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to Shareholders of record during the Restriction Period on a like number and kind of Shares represented by the Award of Restricted Share Units.

successor thereto.
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k.Domestic Relations Order”Compensation” means an Eligible Employee’s after-tax base pay or wages. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period.
l.Contributions” means the payroll deductions and other additional payments that the Company may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.
m.Designated Company means any finalSubsidiary or Affiliate of the Company that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. For purposes of the 423 Component, only the Company and legally enforceable judgment, decree or other order regardingits Subsidiaries may be Designated Companies, provided, however that at any given time, a Subsidiary that is a Designated Company under the division423 Component will not be a Designated Company under the Non-423 Component.
n.Director” means a member of property under domestic relationsthe Board.
o.Eligible Employee” means any individual who is a common law applicableemployee providing services to the Holder.

“Effective Date”Company or a Designated Company and is customarily employed for at least twenty (20) hours per week, or any lesser number of hours per week established by the Administrator for purposes of any separate Offering or the Non-423 Component. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is a highly compensated employee within the meaning ascribed thereto inof Section 1.2.

“Equity Security” shall have414(q) of the Code, or (v) is a highly compensated employee within the meaning ascribedof Section 414(q) of the Code with compensation above a certain level or is an officer or subject to such term inthe disclosure requirements of Section 3(a)(11)16(a) of the Exchange Act, andprovided the exclusion is applied with respect to each Offering in an equity securityidentical manner to all highly compensated individuals of the Employer whose Eligible Employees are participating in that Offering. Each exclusion will be applied with respect to an Offering in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii).
p.Employer” means the employer of the applicable Eligible Employee(s), which Employer may be the Company or a Designated Company.
q.Enrollment Date” means the first Trading Day of an issuer shall have the meaning ascribed thereto in Rule 16a-1 promulgated under the Offering Period.
r.Exchange Act or any successor Rule.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, from timeincluding the rules and regulations promulgated thereunder.
s.Exercise Date” means the last Trading Day of the Purchase Period. Notwithstanding the foregoing, in the event that an Offering Period is terminated prior to time, orits expiration pursuant to Section 20(a), the Administrator, in its sole discretion, may determine that any successor statute or statutes thereto. Reference to any specific Exchange Act section shall include any successor section.Purchase Period also terminating under such Offering Period will terminate without options being exercised on the Exercise Date that otherwise would have occurred on the last Trading Day of such Purchase Period.

t.
Fair Market Value”Value” means, as of a Share on any daydate, means the closing price (or, if no closing price is reported, the average of the high bid and low asked prices) for a Shareshare of Common Shares on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on the Nasdaq or, if not traded on the Nasdaq, such other principal U.S. securities exchange for such security on the date of determination. If for any day the Fair Market Value of a Shareshare of Common Shares is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the CommitteeAdministrator on the basis of such quotations and other considerations as the CommitteeAdministrator deems appropriate.

“Free Standing SAR” has the meaning ascribed thereto in Section 7.1.

“Holder” means a Person who has received an Award under the Plan.

“Nasdaq” means the Nasdaq Global Select Market.

“Option” means a share option granted under Article VI.

“Performance Award” means an Award made pursuant to Article X of the Plan to a Holder that is subject to the attainment of one or more Performance Objectives.

“Performance Objective” means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.

“Plan” means this Liberty Latin America 2018 Incentive Plan, as effective as of the Effective Date, and as may be amended from time to time.

“Restricted Share Unit” means a unit representing the right to receive one Share or the equivalent value in cash that is subject to a Restriction Period and awarded pursuant to Article IX.

“Restricted Shares” means Shares subject to a Restriction Period and awarded pursuant to Article VIII.

“Restriction Period” means a period of time beginning on the date of each Award of Restricted Shares or Restricted Share Units and ending on the Vesting Date with respect to such Award.

“Retained Distribution” has the meaning ascribed thereto in Section 8.3.

“Retirement” means the voluntary termination of a Holder’s employment with the Company and its Subsidiaries on such terms as are determined by the Committee and set forth in the Agreement, or, if not otherwise
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set forthThe determination of fair market value for purposes of tax withholding may be made in the Agreement,Administrator’s discretion subject to Applicable Laws and is not required to be consistent with the voluntary terminationdetermination of Fair Market Value for other purposes.
u.Fiscal Year” means a fiscal year of the Company.
v.New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.
w.Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).
x.Offering Periods” means the periods of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after January 1 and July 1 of each year and terminating on the datelast Trading Day on or before June 30 and December 31, approximately six (6) months later. The duration and timing of Offering Periods may be changed pursuant to Sections 4, 20 and 30.
y.Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
z.Participant” means an Eligible Employee that participates in the Plan.
aa.Plan” means this Liberty Latin America Employee Stock Purchase Plan.
bb.    “Purchase Period” means the periods during an Offering Period during which Common Shares may be purchased on a Participant’s behalf in accordance with the terms of the Plan. Unless the Administrator provides otherwise, Purchase Periods for all Offering Periods will (i) commence on the first Trading Day on or after June 30 and December 31 and (ii) terminate on the last Trading Day on or before December 31 of the same year and June 30 of the following year, respectively.
cc.    “Purchase Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the sumPurchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Section 423 of the Holder’s years of age and years of employment with the Company and its Subsidiaries is at least 70.

“SARs” means share appreciation rights, awardedCode (or any successor rule or provision or any other Applicable Law, regulation or stock exchange rule) or pursuant to Article VII, with respect to Shares.Section 20.

dd.    “
“Scheme of Arrangement”Subsidiary means a scheme of a compromise“subsidiary corporation,” whether now or arrangement sanctioned by a court under Part VII of the Act,hereafter existing, as may be amended or similar procedure under a succeeding law or regulation.

“Share” means each or any (as the context may require) share of a class in the share capital of the Company, each of which as of the Effective Date has a par value of $0.01.

“Shareholder” means a holder of any class of shares of the Company, sometimes referred to as “member” under Bermuda law.

“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code)Code.
ee.    Trading Day” means a day on which the national stock exchange upon which the Common Shares are listed is open for trading.
ff.    “U.S. Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation will include such Person or any business entity inTreasury Regulation, the section of the Code under which such Person owns, directlyregulation was promulgated, and any comparable provision of any future legislation or indirectly, 50%regulation amending, supplementing, or more of the voting, capitalsuperseding such Section or profits interests. An entity shallregulation.
3.Eligibility.
a.General. Any individual who is an Eligible Employee on a given Enrollment Date will be deemed a subsidiary of a Person for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained. For purposes of Section 5.1, a Subsidiary shall additionally mean a subsidiary within the meaning of Section 86 of the Act.

“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligationeligible to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

“Tandem SARs” has the meaning ascribed thereto in Section 7.1.

“Vesting Date,” with respect to any Restricted Shares or Restricted Share Units awarded hereunder, means the date on which such Restricted Shares or Restricted Share Units cease to be subject to cancellation or automatic repurchase by the Company in accordance with applicable law for a price equal to the aggregate par value thereof, as designated in or determined in accordance with the Agreement with respect to such Award of Restricted Shares or Restricted Share Units. If more than one Vesting Date is designated for an Award of Restricted Shares or Restricted Share Units, referenceparticipate in the Plan, subject to a Vesting Date in respect of such Award shall be deemed to refer to each part of such Award and the Vesting Date for such part.

ARTICLE III
ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different committee is subsequently appointed by the Board. The Committee shall be comprised of not less than two Persons who fulfill the “non‑employee director” requirements of Rule 16b‑3 under the Exchange Act, the “outside director” requirements of Section 162(m) of the Code and the “independent” requirement of the rules of any principal securities exchange on which any of the securities of the Company are traded, listed or quoted, if any. To the extent that one or more members of the Committee do not satisfy the foregoing requirements generally or with respect to a particular matter, any such members may recuse themselves or abstain from participation, and the remaining members of the Committee may act for the Committee as a whole provided such remaining members satisfy the requirements of the previous sentence. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed, may fill vacancies in the Committee and may remove members of the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.

5.
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3.2 b.Powers.Non-U.S. Employees The Committee shall have full power and authority. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to grant to eligible Persons Options under Article VIwhether they also are citizens or residents of the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Share Units under Article IX of the Plan, Cash Awards under Article X of the Plan and/or Performance Awards under Article X of the Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted (which may include, without limitation, providing for the recoupment of Shares or the cash equivalent thereof), to interpret the provisions of the Plan and any Agreements relating to Awards granted under the Plan, to adopt sub-plans under the Plan, to adopt special terms for Awards granted to eligible Persons in countries outside Bermuda and the United States to enter into arrangements to facilitateor resident aliens (within the administrationmeaning of AwardsSection 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the Plan, and to supervise the administrationlaws of the Plan. The Committee in making an Award may provide forapplicable jurisdiction or if complying with the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exerciselaws of the original Award. The Committee shall have sole authorityapplicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, Eligible Employees may be excluded from participation in the selectionPlan or an Offering if the Administrator determines that participation of Persons to whom Awards may be granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject only to the express provisions of the Plan. In making determinations hereunder, the Committee may take into account the nature of the services rendered by the respective employeesEligible Employees is not advisable or by Consultants, their present and potential contributions to the success of the Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.practicable.

3.3c. InterpretationLimitations. The Committee is authorized, subject to theAny provisions of the Plan to establish, amend and rescindthe contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such rules and regulations as it deems necessary or advisable for the proper administrationEligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.
4.Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after January 1 and to takeJuly 1 each year, or on such other action in connectiondates as the Administrator will determine. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with or in relationrespect to future Offerings without shareholder approval if such change is announced prior to the Plan as it deems necessary or advisable. Each action and determination made or taken pursuantscheduled beginning of the first Offering Period to be affected thereafter; provided, however, that no Offering Period may last more than twenty-seven (27) months.
5.Participation.
An Eligible Employee may participate in the Plan by (i) submitting to the Committee, including any interpretationCompany’s designee a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose or construction of(ii) following an electronic or other enrollment procedure determined by the Administrator, in either case on or before a date determined by the Administrator prior to an applicable Enrollment Date.
6.Contributions.
a.At the time a Participant enrolls in the Plan shall be final and conclusive for all purposes and upon all Persons. No member of the Committee shall be liable for any action or determination made or taken by him or her or the Committee in good faith with respect to the Plan.

ARTICLE IV
SHARES SUBJECT TO THE PLAN

4.1 Number of Shares; Award Limits. Subject to the provisions of this Article IV, the maximum number of Shares with respect to which Awards may be granted during the term of the Plan shall be 75 million Shares; provided, however, that the maximum number of class B Shares of the Company (the “Class B Shares”) with respect to which Awards may be so granted during the term of the Plan shall be 10 million Shares. Shares issued pursuant to Section 5, he or she will elect to have Contributions (in the Plan shall be fully paid and,form of payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation that he or she receives on the pay day (for illustrative purposes, should a pay day occur on an Exercise Date, a Participant will have any Contributions made on such day applied to his or her account under the then-current Purchase Period or Offering Period). The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set forth in the subscription agreement prior to each Exercise Date of each Purchase Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.
b.In the event Contributions are made in the form of payroll deductions, such payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day on or prior to the last Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following the end of the Enrollment Window.
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c.All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole percentages of his or her Compensation only. A Participant may not make any additional payments into such account.
d.A Participant may discontinue his or her participation in the Plan as provided under Section 10. Unless otherwise determined by the Administrator, during an Offering Period, a Participant may not increase or decrease the rate of his or her Contributions. The Administrator may, in its sole discretion, amend the nature and/or number of Contribution rate changes that may be made by Participants during any Offering Period or Purchase Period and may establish other conditions or limitations as it deems appropriate for Plan administration.
e.Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(d), a Participant’s Contributions may be decreased to zero percent (0%) at any time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(d) hereof, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Offering Period scheduled to begin in the following calendar year, unless terminated by the Participant as provided in Section 10.
f.Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Participants to participate in the Plan via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code; or (iii) the Participants are participating in the Non-423 Component.
g.At the time the option is exercised, in whole or in part, or at the time some or all of the Common Shares issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed by jurisdictions outside of the U.S., national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Shares (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Shares by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Shares or any other method of withholding the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).
7.Grant of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of Common Shares determined by dividing such Eligible Employee’s Contributions accumulated prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each calendar year more than 2,500 Common Shares (subject to any adjustment pursuant to Section 19) and provided further that such purchase will be subject to the limitations set forth in Sections 3(d) and 13. The Eligible Employee may accept the grant of such option (by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Common Shares that an Eligible Employee may purchase during each Purchase Period or calendar year. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.
8.Exercise of Option.
a.Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of Common Shares will be exercised automatically on each Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account. No fractional
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Common Shares will be purchased; any Contributions accumulated in a Participant’s account, which are not sufficient to purchase a full share will be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.
b.If the Administrator determines that, on a given Exercise Date, the number of Common Shares with respect to which options are to be exercised may exceed (i) the number of Common Shares that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of Common Shares available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the Common Shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Shares on such Exercise Date, and continue all Offering Periods then in effect or (y) provide that the Company will make a pro rata allocation of the Common Shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Shares on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date.
9.Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of Common Shares occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other shareholder rights with respect to Common Shares subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.
10.Withdrawal.
a.A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or her option under the Plan prior to the last thirty (30) days of the applicable Offering Period by (i) submitting to the Company’s stock administration office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose (which may be similar to the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure determined by the Administrator; provided, that a Participant may not withdraw during any blackout period applicable to such Participant. All of the Participant’s Contributions credited to his or her account will be paid to such Participant as soon as administratively feasible after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering Period.
b.A Participant’s withdrawal from an Offering Period will not have any effect on his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws, except that he or she will not be permitted to participate in the immediately subsequent Offering Period unless otherwise determined by the Administrator. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of any succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5.
11.Termination of Employment. Unless otherwise provided by the Administrator, upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but
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not yet used to purchase Common Shares under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be automatically terminated. Unless otherwise provided by the Administrator, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will not be treated as terminated under the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the exercise of the option will be qualified under the 423 Component only to the extent it complies with Section 423 of the Code, unless otherwise provided by the Administrator.
12.Interest. No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of Bermuda,a particular jurisdiction, will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).
13.Stock.
a.Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of Common Shares that will be made available from treasuryfor sale under the Plan will be 2,000,000 Common Shares. The number of Common Shares or newly allotted and issued Shares. Anyavailable for issuance under the Plan will be increased on the first day of each calendar year beginning on January 1, 2023 in a number of shares equal to the least of (i) 500,000 Common Shares (i) subject(subject to any Awardadjustment pursuant to Section 19), (ii) one percent (1%) of the outstanding shares of all classes of the Company’s Common Shares on the last day of the immediately preceding Fiscal Year, or (iii) an amount determined by the Administrator.
b.Until the Common Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will have only the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a shareholder will exist with respect to such shares.
c.Common Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.
14.Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s employees, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates of the Company as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan will govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the Eligible Employees eligible to participate in each sub-plan will participate in a separate Offering or in the Non-423 Component. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of an option granted under the Plan that shall expire, terminate or an Offering to citizens or residents of a non-U.S. jurisdiction will be annulled for any reason without having been exercised (or considered to have been exercised), (ii) subject to any Awardless favorable than the terms of any SARoptions granted under the Plan that shallor the same Offering to employees resident solely in the U.S. Every finding, decision, and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.
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15.Designation of Beneficiary.
a.If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any Common Shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.
b.Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash (iii) subject to any Awardthe executor or administrator of Restricted Shares that shall be automatically repurchased bythe estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in accordance with applicable law for a price equalits discretion, may deliver such shares and/or cash to the aggregate par value thereofspouse or to any Awardone or more dependents or relatives of Restricted Share Units that shall be cancelled, in each case prior to becoming vestedthe Participant, or settled in cash on vesting (provided that the Holder receivedif no benefits of ownership of such Restricted Sharesspouse, dependent or Restricted Share Units other than voting rights), (iv) covered by an Award and not deliveredrelative is known to the Holder dueCompany, then to payment of withholding taxes or purchase prices and (v) thatsuch other person as the Company repurchases onmay designate.
c.All beneficiary designations will be in such form and manner as the open market byAdministrator may designate from time to time. Notwithstanding Sections 15(a) and (b) above, the Company withand/or the proceeds of an Option purchase price, shallAdministrator may decide not to permit such designations by Participants in non-U.S. jurisdictions to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).
16.Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive Common Shares under applicable law, againthe Plan may be available for purposesassigned, transferred, pledged or otherwise disposed of in any way (other than by will, the Plan. Except for Awards described in Section 11.1,laws of descent and subject to adjustment from time to timedistribution or as provided in Section 4.2, (i) no Person15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.
17.Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be grantedobligated to segregate such Contributions except under Offerings or for Participants in any calendar year Awards covering more than 4 millionthe Non-423 Component for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party. Until Common Shares are issued, Participants will have only the rights of an unsecured creditor with respect to such shares.
18.Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of Common Shares purchased and (ii) no Person may be grantedthe remaining cash balance, if any.
19.Adjustments, Dissolution, Liquidation, Merger, or Change in any calendar year Awards covering more than 2 million Shares of Class B Shares. No Person shall receive payment for Cash Awards during any calendar year aggregating in excess of $10,000,000 (or the equivalent thereof in any currency)Control.

4.2a.Adjustments. If the Company subdivides its outstanding Common Shares into a greater number of Sharesshares (by share dividend, share split, reclassification, alteration of capital, capitalization of profits or otherwise) or combines its outstanding Common Shares into a smaller number of Sharesshares (by consolidation, reclassification, amalgamation or otherwise) or if the CommitteeAdministrator determines that there is any variation in the share capital of the Company or that there is any Shareshare dividend, extraordinary cash dividend, alteration of capital, capitalization of profits, bonus issue, reclassification, recapitalization, reorganization, amalgamation, consolidation, split-up, spin-off, combination,
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exchange of Shares,shares, warrants or rights offering to purchase any class of Common Shares or other similar corporate event (including compromises or arrangements sanctioned by a court under Part VII of the Act, mergers, amalgamations or consolidations, other than those which constitute Approved Transactions, adjustments with respect to which shall be governed by Section 11.1(b)consolidations)) affects any class of Shares, so that an adjustment is requiredthe Administrator, in order to preserveprevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Shares that may be delivered under the Plan,
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the Purchase Price per share and the number of Common Shares covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 13.
b.Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the Committee,consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
c.Merger or Change in Control. In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period will end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
20.Amendment or Termination.
a.The Board or the Administrator, in its sole discretion, and in such manner as the Committee may deem equitable and appropriate, may make such adjustments to anyamend, suspend, or all of (i) the number and kind of Shares which thereafter may be awarded, optioned or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of Shares subject to outstanding Awards, and (iii) the purchase or exercise price and the relevant appreciation base with respect to any of the foregoing, provided, however, that the number of Shares subject to any Award shall always be a whole number. Notwithstanding the foregoing, if all Shares of any class of Shares are redeemed, then each outstanding Award shall be adjusted to substitute for the Shares subject thereto the kind and amount of cash, securities or other assets issued or paid in the redemption of the equivalent number of Shares of such class of Shares and otherwise the terms of such Award, including, in the case of Options or similar rights, the aggregate exercise price, and, in the case of Free Standing SARs, the aggregate base price, shall remain constant before and after the substitution (unless otherwise determined by the Committee and provided in the applicable Agreement). The Committee may, if deemed appropriate, provide for a cash payment to any Holder of an Award in connection with any adjustment made pursuant to this Section 4.2.

4.3 Substitute Awards. Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Person in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre‑existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, a number of Shares equal to the number of shares available for grant pursuant to the terms of such pre‑existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the shareholders of the entities party to such acquisition or combination) shall be available for grant under Section 4.1; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to Persons who were not employed by the Company or its Subsidiaries prior to such acquisition or combination.

ARTICLE V
ELIGIBILITY

5.1 General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall, subject to Section 5.2, be such Persons who are employees (including officers and directors) of or Consultants providing services to the Company or its Subsidiaries as the Committee shall select. Awards may be made to employees or Consultants who hold or have held Awards underterminate the Plan, or any similarpart thereof, at any time and for any reason. If the Plan is terminated, the Board or other awards under any other planthe Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the Companypurchase of Common Shares on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any of its Affiliates.adjustment pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts that have not been used to purchase Common Shares will be returned to the Participants (without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 12 hereof) as soon as administratively practicable.

b.
Without shareholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit Contributions in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed Contribution elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Shares for each Participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.
5.2c. Ineligibility. No member ofIn the Committee, while serving as such, shall be eligible to receive an Award.
ARTICLE VI
OPTIONS

6.1 Grant of Options. Subject toevent the limitationsAdministrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Committee shall designate from timeAdministrator may, in its discretion and, to time those eligible Personsthe extent necessary or desirable, modify, amend or terminate the Plan to be granted Options, the time when each Option shall be granted toreduce or eliminate such eligible Persons, the class and number of Shares subject to such Option, and, subject to Section 6.2, the purchase price of the Shares subject to such Option.accounting consequence including, but not limited to:

6.2i. Option Price.

(a) Price on Date of Grant. The priceamending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at which Shares may be purchased upon exercise of an Option shall be fixed by the Committee and may be no less than the Fair Market Value of the Shares subject to the Option as of the date the Option is granted.time;
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(b) ii.Repricing Prohibited. Except for adjustments pursuant to Section 4.2,altering the purchase price of a SharePurchase Price for any outstanding Option granted under the Plan may not be decreased after the date of grant nor mayOffering Period or Purchase Period including an outstanding Option granted under the Plan be surrendered to the Company as consideration for the grant of a new Option with a lower purchase price, cashOffering Period or a new Award unless there is prior approval by the Shareholders.

6.3 Term of Options. Subject to the provisions of the Plan with respect to death, Disability, Retirement and termination of employment or services, the term of each Option shall be for such period as the Committee shall determine as set forth in the applicable Agreement, provided that such term may not exceed ten years.

6.4 Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term of the Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise provides, may be exercised to the extent exercisable, in whole or in part, at any time and from time to time during such term; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part (without reducing the term of such Option).

6.5 Manner of Exercise.

(a) Form of Payment. An Option shall be exercised by written notice to the Company upon such terms and conditions as the Agreement may provide and in accordance with such other procedures for the exercise of Options as the Committee may establish from time to time. The method or methods of payment of the purchase price for the Shares to be purchased upon exercise of an Option and of any amounts required by Section 11.9 shall be determined by the Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject to the Act and other applicable law), (iv) whole Shares of any class, (v) the cancellation of the right to receive part of the Shares of the applicable class of Shares issuable upon such exercise of the Option in consideration for cash paid by the Company to the Holder to be applied by the Holder solely for the purpose of subscribing for and paying up the aggregate par value of the balance of the Shares issuable upon such Option (subject to the Act or other applicable law), (vi) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price (subject to the Act and other applicable law), (vii) any other method as provided in the applicable Agreement or (viii) any combination of the foregoing methods of payment, or such other consideration and method of payment as may be permitted for the issuance of Shares under the Act. The permitted method or methods of payment of the amounts payable upon exercise of an Option, if other than in cash, shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee deems appropriate. The Committee may adopt a policy providing for the automatic exercise of an Option due to its expiration.

(b) Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement, Shares of any class of Shares delivered in payment of all or any part of the amounts payable in connection with the exercise of an Option, and Shares of any class of Shares withheld for such payment, shall be valued for such purpose at their Fair Market Value as of the exercise date. Notwithstanding the foregoing, with respect to an Option exercise the purchase price of which is paid pursuant to clause (vi) of Section 6.5(a), Shares shall be valued at the price Shares are sold in the market.

(c) Issuance of Shares. The Company shall effect the transfer of the Shares purchased under the Option as soon as practicable after the exercise thereof and payment in full of the purchase price therefor and of any amounts required by Section 11.9, and within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Holder or other Person exercising an Option shall have any of the rights of a Shareholder with respect to Shares subject to an Option granted under the Plan until due exercise and full payment has been made, and (ii) no adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such due exercise and full payment.


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ARTICLE VII
SARS

7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the Committee to such eligible Persons in such numbers, with respect to any specified class of Shares, and at such times during the term of the Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter called a “related Option”) with respect to all or a portion of the Shares subject to the related Option (a “Tandem SAR”) or may be granted separately to an eligible Person (a “Free Standing SAR”). Subject to the limitations of the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms and conditions as are provided in the Agreement.

7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such additional limitations on exercisability as the Agreement may provide) and in no event after the complete termination or full exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem SARs with respect thereto shall be canceled automatically to the extent of the number of Shares with respect to which the related Option was so exercised or terminated. Subject to the limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder thereof shall be entitled to receive, for each of the applicable classes of Shares with respect to which the Tandem SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a Share of the applicable class of Shares with respect to which the Tandem SAR was granted on the date of exercise over the related Option purchase price per Share, and (ii) the related Option with respect thereto shall be canceled automatically to the extent of the number of Shares with respect to which the Tandem SAR was so exercised.

7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and conditions set forth in the applicable Agreement. Subject to the provisions of the Plan with respect to death, Disability, Retirement and termination of employment or services, the term of a Free Standing SAR shall be for such period as the Committee shall determine as set forth in the applicable Agreement, provided that such term may not exceed ten years. The base price of a Free Standing SAR may be no less than the Fair Market Value of the Shares with respect to which the Free Standing SAR was granted as of the date the Free Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, the Holder thereof shall be entitled to receive from the Company, for each Share with respect to which the Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a Share with respect to which the Free Standing SAR was granted on the date of exercise over the base price per Share of such Free Standing SAR. Except for adjustments pursuant to Section 4.2, the base price of a Free Standing SAR granted under the Plan may not be decreased after the date of grant nor may an outstanding Free Standing SAR granted under the Plan be surrendered to the Company as consideration for the grant of a new SAR with a lower base price, cash or a new Award unless there is prior approval by the Shareholders.

7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in the applicable class of Shares with respect to which the SAR was granted (valued at Fair Market Value on the date of exercise of such SAR); such payment will be made by the Company first advancing cash equal to the aggregate par value of the Shares to be issued pursuant to the relevant SAR, followed by the immediate application by the Holder thereof of such cash advance in paying up the par value of the Shares to be issued pursuant to the relevant SAR. No fractional Shares shall be issuable upon exercise of a SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive cash in lieu of any fractional Shares. Unless the Committee shall otherwise determine, to the extent a Free Standing SAR is exercisable, it will be exercised automatically on its expiration date. Notwithstanding the foregoing, the issuance of Shares upon exercise of a SAR shall be for at least the minimum consideration necessary to permit such Shares to be fully paid, and the Committee may permit the Holder of a SAR who is not subject to United States federal income tax to be paid consideration in the form of cash, or a combination of cash and the applicable class of Shares with respect to which the SAR was granted.
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7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of SARs at any time or in the aggregate, for a limit on the time periods during which a Holder may exercise SARs, and for such other limits on the rights of the Holder and such other terms and conditions of the SAR, including a condition that the SAR may be exercised only in accordance with rules and regulations adopted from time to time, as the Committee may determine. Unless otherwise so provided in the applicable Agreement, any such limit relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and regulations as well as SARs granted thereafter.

7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date on which the Company shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise determined by the Committee and provided in the applicable Agreement).

ARTICLE VIII
RESTRICTED SHARES

8.1 Grant. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Shares, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of Restricted Shares, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Shares in addition to those provided in the Plan. The Committee shall determine the price, if any, to be paid by the Holder for the Restricted Shares; provided, however, that the issuance of Restricted Shares shall be made for at least the minimum consideration necessary to permit such Restricted Shares to be deemed fully paid. All determinations made by the Committee pursuant to this Section 8.1 shall be specified in the Agreement.

8.2 Award of Restricted Shares. An Award of Restricted Shares may be registered electronically in the name of the Holder to whom such Restricted Shares shall have been awarded. During the RestrictionPurchase Period any electronically registered Restricted Shares and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Agreement. Any such electronically registered Restricted Shares and Retained Distributions shall remain in the custody of the Company or its designee, and the Holder shall deposit with the custodian share powers or other instruments of assignment, each endorsed in blank, so as to permit transfer of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall not become vested in accordance with the Plan and the applicable Agreement.

8.3 Restrictions. Restricted Shares shall constitute issued and outstanding Shares of the applicable class of Shares for all corporate purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may designate, paid or distributed on such Restricted Shares, and to exercise all other rights, powers and privileges of a Holder of Shares of the applicable class of Shares with respect to such Restricted Shares; except, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder will not be entitled to delivery of any electronically registered Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived; (ii) the Company or its designee will retain custody of any electronically registered Restricted Shares during the Restriction Period as provided in Section 8.2; (iii) other than such dividends and distributions as the Committee may designate, the Company or its designee may retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting, and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account; (iv) the Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or his or her interest in any of them during the Restriction Period; and (v) a breach of any restrictions, terms or conditions provided in the Plan or
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established by the Committee with respect to any Restricted Shares or Retained Distributions will cause (A) the automatic repurchase of such Restricted Shares by the Company in accordance with applicable law for a price equal to the aggregate par value of such Restricted Shares and (B) the automatic payment of any Retained Distributions with respect thereto to the Company.

8.4 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Shares and the satisfaction of any other applicable restrictions, terms and conditions, (i) all or the applicable portion of such Restricted Shares shall become vested, (ii) any Retained Distributions with respect to such Restricted Shares shall become vested to the extent that the Restricted Shares related thereto shall have become vested, and (iii) any cash amount to be received by the Holder with respect to such Restricted Shares shall become payable, all in accordance with the terms of the applicable Agreement. Any such (x) Restricted Shares that shall not become vested shall be automatically repurchased by the Company in accordance with applicable law for a price equal to the aggregate par value of such Restricted Shares and (y) Retained Distributions that shall not become vested shall be automatically paid to the Company, and the Holder shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares and Retained Distributions. The Committee may, in its discretion, provide for the deferral of an Award of Restricted Shares, Retained Distributions and any cash amounts related to such Award, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

8.5 Cash Payments. In connection with any Award of Restricted Shares, an Agreement may provide for the payment of a cash amount to the Holder of such Restricted Shares after such Restricted Shares shall have become vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and conditions as shall be prescribed by the Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible to receive from the Company.

ARTICLE IX
RESTRICTED SHARE UNITS

9.1 Grant. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Share Units, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each such Award of Restricted Share Units, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Share Units in addition to those provided in the Plan. The Committee shall determine the price to be paid by the Holder for the Restricted Share Units; provided, however, that the issuance of Shares in settlement of such Awards shall be made for at least the minimum consideration necessary to permit such Shares to be deemed fully paid. All determinations made by the Committee pursuant to this Section 9.1 shall be specified in the Agreement.

9.2 Restrictions with Respect to Restricted Share Units. Any Award of Restricted Share Units, including any Shares which are represented by an Award of Restricted Share Units, may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided by the Committeeunderway at the time of the Award. A breachchange in Purchase Price;
iii.shortening any Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period underway at the time of the Administrator action;
iv.reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and
v.reducing the maximum number of Common Shares a Participant may purchase during any Offering Period or Purchase Period.
Such modifications or amendments will not require shareholder approval or the consent of any restrictions, termsParticipants.
21.Notices. All notices or conditions providedother communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the Plan or establishedform and manner specified by the Committee with respect to any Award of Restricted Share Units will cause a cancellation of such Restricted Share Units and any Dividend Equivalents with respect thereto.Company at the location, or by the person, designated by the Company for the receipt thereof.

9.322. AwardConditions Upon Issuance of Restricted Share UnitsShares. An Award of Restricted Share Units shallCommon Shares will not constitutebe issued and outstanding Shares, and the Holder shall not have any of the rights of a Shareholder with respect to any Shares represented by an Award of Restricted Share Units, in each case until Shares shall have been issued to the Holder as provided in Section 9.4. To the extent provided by the Committee in an Agreement, the Holder may be entitled to receive Dividend Equivalents with respect to an Awardoption unless the exercise of Restricted Share Units, which may be subject to such restrictions, including, but not limited to, the rules applicable to Retained Distributions in Section 8.3 hereof, as the Committee shall determine.
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9.4 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Share Unitsoption and the satisfaction of any other applicable restrictions, termsissuance and conditions, (i) all or the applicable portiondelivery of such Restricted Share Units shall become vested and Shares issued or cash paid to the Holder therefor, (ii) any unpaid Dividend Equivalentsshares pursuant thereto will comply with respect to such Restricted Share Units shall become vested and payable to the Holder to the extent that the Award related thereto shall have become vested, and (iii) any cash amount to be received by the Holder with respect to such Restricted Share Units shall become payable, all in accordance with the terms of the applicable Agreement. Any such Restricted Share Units and any unpaid Dividend Equivalents that shall not become vested shall be cancelled with no Shares issued therefor, and the Holder shall not thereafter have any rights with respect to such Restricted Share Units and any unpaid Dividend Equivalents that shall have been so cancelled. The Committee may, in its discretion, provide for the deferral of an Award of Restricted Share Units, unpaid Dividend Equivalents and any cash amounts related to such Award, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

9.5 Cash Payments. In connection with any Award of Restricted Share Units, an Agreement may provide for the payment of a cash amount to the Holder of such Restricted Share Units after such Restricted Share Units shall have become vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and conditions as shall be prescribed by the Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible to receive from the Company.

ARTICLE X
CASH AND PERFORMANCE AWARDS

10.1 Cash Awards. In addition to granting Options, SARs, Restricted Shares and Restricted Share Units, the Committee shall, subject to the limitations of the Plan, have authority to grant to eligible Persons Cash Awards. Each Cash Award shall be subject to such terms and conditions, restrictions and contingencies as the Committee shall determine. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award shall be based upon the achievement of single or multiple Performance Objectives over a performance period established by the Committee. The determinations made by the Committee pursuant to this Section 10.1 shall be specified in the applicable Agreement.

10.2 Designation as a Performance Award. The Committee shall have the right to designate any Award of Options, SARs, Restricted Shares or Restricted Share Units as a Performance Award.

10.3 Performance Objectives. The grant or vesting of a Performance Award shall be subject to the achievement of Performance Objectives over a performance period established by the Committee based upon one or more of the following business criteria that apply to the Holder, one or more business units, divisions or Subsidiaries of the Company or the applicable sector of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies: increased revenue; net income measures (including income after capital costs and income before or after taxes); share price measures (including growth measures and total shareholder return); price per Share; market share; earnings per Share (actual or targeted growth); earnings before interest, taxes, depreciation, and amortization (EBITDA); economic value added (or an equivalent metric); market value added; debt to equity ratio; cash flow measures (including operating cash flow, operating free cash flow, free cash flow, cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities); return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency); net promoter score or other metrics regarding quality or extent of customer satisfaction or service; expense measures (including overhead cost and general and administrative expense); margins; shareholder value; total shareholder return; proceeds from dispositions; total market value and corporate values measures (including ethics compliance, corporate responsibility, environmental and safety). Unless
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otherwise stated, such a Performance Objective need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). The Committee shall have the authority to determine whether the Performance Objectives and other terms and conditions of the Award are satisfied, and the Committee’s determination as to the achievement of Performance Objectives relating to a Performance Award shall be made in writing.

10.4 Section 162(m) of the Code. Notwithstanding the foregoing provisions, if the Committee intends for a Performance Award to be granted and administered in a manner designed to preserve the deductibility of the compensation resulting from such Award in accordance with Section 162(m) of the Code, then the Performance Objectives for such particular Performance Award relative to the particular period of service to which the Performance Objectives relate shall be established by the Committee in writing (i) no later than 90 days after the beginning of such period and (ii) prior to the completion of 25% of such period.

10.5 Waiver of Performance Objectives. The Committee shall have no discretion to modify or waive the Performance Objectives or conditions to the grant or vesting of a Performance Award unless such Award is not intended to qualify as qualified performance-based compensation under Section 162(m) of the Code and the relevant Agreement provides for such discretion.

ARTICLE XI
GENERAL PROVISIONS

11.1 Acceleration of Awards.

(a) Death or Disability. If a Holder’s employment with the Company and its Subsidiaries shall terminate by reason of death or Disability, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each outstanding Option or SAR granted under the Plan shall immediately become exercisable in full in respect of the aggregate number of Shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Share Units, each such Award of Restricted Share Units and any unpaid Dividend Equivalents shall become vested in full. Upon the deemed expiration of the Restriction Period applicable to each such Award of Restricted Shares in connection with the Holder’s termination of employment by reason of death or Disability, any related cash amounts payable pursuant to the applicable Agreement shall be distributed in such manner as may be provided in the Agreement.

(b) Approved Transactions; Board Change; Control Purchase. In the event of any Approved Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each such outstanding Option or SAR granted under the Plan shall become exercisable in full in respect of the aggregate number of Shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares, any related Retained Distributions and any cash amounts payable pursuant to the applicable Agreement shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Share Units, each such Award of Restricted Share Units, any unpaid Dividend Equivalents and any cash amounts payable pursuant to the applicable Agreement shall become vested in full, in each case effective upon the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. In the event that the terms of a Holder’s Agreement provide for vesting or expiration of a Restriction Period due to any designated termination of service event on or following an Approved Transaction then, to the extent that such Holder is employed by or providing services to the Company or any of its Subsidiaries as of the date of the Approved Transaction, the terms of such Holder’s Agreement shall be deemed to control in lieu of the foregoing sentence. The effects, if any, on a Cash
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Award of an Approved Transaction, Board Change, or Control Purchase shall be prescribed in the applicable Agreement. Notwithstanding the foregoing, unless otherwise provided in the applicable Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in connection with an Approved Transaction if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or to assume such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the vesting or exercisability thereof), taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the applicable class of Shares may be changed, converted or exchanged in connection with the Approved Transaction.

11.2 Termination of Employment or Service.

(a) General. If a Holder’s employment or service with the Company and its Subsidiaries shall terminate prior to an Option or SAR becoming exercisable or being exercised (or deemed exercised, as provided in Section 7.2 or pursuant to a policy adopted under Section 6.5(a)) in full, or during the Restriction Period with respect to any Restricted Shares or prior to the vesting of any Restricted Share Units, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions, any such unvested Restricted Share Units and unpaid Dividend Equivalents and any related cash amounts shall thereafter vest, in each case solely to the extent provided in the applicable Agreement; provided, however, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Option or SAR may be exercised after the scheduled expiration date thereof; (ii) if the Holder’s employment or service terminates by reason of death or Disability, the Option or SAR shall remain exercisable for a period of at least one year following such termination (but not later than the scheduled expiration of such Option or SAR); and (iii) any termination of the Holder’s employment or service for cause will be treated in accordance with the provisions of Section 11.2(c). If the Holder’s employmentlaw, domestic or service with the Company and its Subsidiaries shall terminate during the Restriction Period with respect to any Restricted Shares or Restricted Share Units, the Holder’s rights to any related cash amounts shall thereafter vest solely to the extent provided in the applicable Agreement. The effect on a Cash Award of the termination of a Holder’s employment or service for any reason, other than for cause, shall be prescribed in the applicable Agreement.

(b) Retirement. Notwithstanding the provisions of Section 11.2(a) to the contrary and unless otherwise determined by the Committee, if a Holder’s employment with the Company and its Subsidiaries is terminated due to Retirement during a Restriction Period applicable to any Restricted Shares or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the vesting of any Restricted Share Units or the payment in full of any Cash Award, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions, any such unvested Restricted Share Units and unpaid Dividend Equivalents and all unpaid Cash Awards shall immediately vest to the extent that such Awards (including any Retained Distributions and unpaid Dividend Equivalents) would have become vested and exercisable had the Holder remained in continuous employment with the Company through the date that is one year after the date of the Holder’s Retirement. Unless otherwise determined by the Committee and provided in the applicable Agreement, upon termination of a Holder’s employment with the Company and its Subsidiaries due to Retirement, Options and SARs that are vested and exercisable as of the date of the Holder’s Retirement shall remain exercisable until the first to occur of the date that is two years after the date of the Holder’s Retirement or the scheduled expiration of such Options or SARs. Notwithstanding the foregoing and unless otherwise determined by the Committee, for purposes of any Performance Award, a Holder’s Retirement during the performance period applicable to such Performance Award shall have no effect on such Performance Award, provided that the additional one-year of vesting service described in this Section 11.2(b) shall apply to a Performance Award if a Holder’s Retirement occurs during a service period applicable to such Performance Award following completion of the performance period.

(c) Termination for Cause. If a Holder’s employment or service with the Company and its Subsidiaries shall be terminated by the Company or a Subsidiary for “cause” during the Restriction Period with respect to any Restricted Shares or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the vesting of any Restricted Share Unit or the payment in full of any Cash Award (for these purposes, “cause” shall
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have the meaning ascribed thereto in any employment agreement to which such Holder is a party or, in the absence thereof, shall include insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than illness or incapacity; provided, however, that if such termination occurs within 12 months after an Approved Transaction or Control Purchase or Board Change, termination for “cause” shall mean only a felony conviction (or its equivalent under local law) for fraud, misappropriation, or embezzlement), then, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) all Options and SARs and all unvested Restricted Share Units and all unpaid Cash Awards held by such Holder shall immediately terminate, and (ii) such Holder’s Restricted Shares shall be automatically repurchased by the Company in accordance with applicable law for a price equal to the aggregate par value of such Restricted Shares, Retained Distributions shall be automatically paid to the Company, and any unpaid Dividend Equivalents and any related cash amounts shall be cancelled immediately.

(d) Miscellaneous. The Committee may determine whether any given leave of absence constitutes a termination of employment; provided, however, that for purposes of the Plan, (i) a leave of absence, duly authorized in writing by the Company for military service or sickness, or for any other purpose approved by the Company if the period of such leave does not exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in writing by the Company provided the employee’s right to reemployment is guaranteed either by statute or contract, shall not be deemed a termination of employment. Unless otherwise determined by the Committee and provided in the applicable Agreement, Awards made under the Plan shall not be affected by any change of employment so long as the Holder continues to be an employee of the Company.

11.3 Right of Company to Terminate Employment. Nothing contained in the Plan or in any Award, and no action of the Company or the Committee with respect thereto, shall confer or be construed to confer on any Holder any right to continue in the employ of or as a Consultant for the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any Subsidiary of the Company to terminate the employment or service of the Holder at any time, with orforeign, including, without cause, subject, however, to the provisions of any employment or other agreement between the Holder and the Company or any Subsidiary of the Company.

11.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Person entitled to such benefits.

11.5 Written Agreement. Each Award of Options shall be evidenced by a share option agreement; each Award of SARs shall be evidenced by a share appreciation rights agreement; each Award of Restricted Shares shall be evidenced by a restricted shares agreement; each Award of Restricted Share Units shall be evidenced by a restricted share units agreement; and each Performance Award shall be evidenced by a performance award agreement (including a cash award agreement evidencing a Cash Award), each in such form and containing such terms and provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve; provided, however, that if more than one type of Award is made to the same Holder, such Awards may be evidenced by a single Agreement with such Holder. Each grantee of an Option, SAR, Restricted Shares, Restricted Share Units or Performance Award (including a Cash Award) shall be notified promptly of such grant, and a written Agreement shall be promptly executed and delivered by the Company. Any such written Agreement may contain (but shall not be required to contain) such provisions as the Committee deems appropriate to insure that the penalty provisions of Section 4999 of the Code will not apply to any Shares or cash received by the Holder from the Company. Any such Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 11.7(b).

11.6 Nontransferability;Designationof Beneficiaries.

(a) Nontransferability. Awards shall not be transferable other than as approved by the Committee and provided in the applicable Agreement, or by will or the laws of descent and distribution or pursuant to a Domestic Relations Order, and, except as otherwise required pursuant to a Domestic Relations Order, during the lifetime of the
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Holder Awards may be paid only to and exercised only by such Holder (or his or her court-appointed legal representative).

(b) Designation of Beneficiaries. The Committee may, to the extent permissible and deemed to have operable effect under applicable law, permit a Holder to designate a beneficiary or beneficiaries with respect to Awards under the Plan by filing a written designation of beneficiary or beneficiaries with the Committee on a form and in such manner as the Committee may prescribe from time to time.

11.7 Termination and Amendment.

(a) General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may be made under the Plan on or after the tenth anniversary of the Effective Date. The Plan may be terminated at any time prior to the tenth anniversary of the Effective Date and may, from time to time, be suspended or discontinued or modified or amended if such action is deemed advisable by the Committee.

(b) Modification. No termination, modification or amendment of the Plan may, without the consent of the Person to whom any Award shall theretofore have been granted, adversely affect the rights of such Person with respect to such Award. No modification, extension, renewal or other change in any Award granted under the Plan shall be made after the grant of such Award, unless the same is consistent with the provisions of the Plan. With the consent of the Holder and subject to the terms and conditions of the Plan (including Section 11.7(a)), the Committee may amend outstanding Agreements with any Holder, including any amendment which would (i) accelerate the time or times at which the Award may be exercised and/or (ii) extend the scheduled expiration date of the Award. Without limiting the generality of the foregoing, the Committee may, but solely with the Holder’s consent unless otherwise provided in the Agreement, agree to cancel any Award under the Plan and grant a new Award in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made. Nothing contained in the foregoing provisions of this Section 11.7(b) shall be construed to prevent the Committee from providing in any Agreement that the rights of the Holder with respect to the Award evidenced thereby shall be subject to such rules and regulations as the Committee may, subject to the express provisions of the Plan, adopt from time to time or impair the enforceability of any such provision.

11.8 Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations, including the Act, and to such approvals by any governmental agencies as may be required, including the effectiveness of any registration statement required underlimitation, the U.S. Securities Act of 1933, andas amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any securitiesstock exchange or association onupon which the Sharesshares may then be listed, or quoted. For so long as any class of Shares is registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (i) to maintain a registration statement in effect under the U.S. Securities Act of 1933 with respect to all Shares of the applicable class that mayand will be issued to Holders under the Plan and (ii) to file in a timely manner all reports required to be filed by it under the Exchange Act.

11.9 Withholding. The Company’s obligation to deliver Shares under the Plan shall befurther subject to applicable national, state and local tax and employee social security contribution withholding requirements. National, state and local withholding tax and employee social security contribution withholding due at the timeapproval of an Award, upon the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to, Restricted Shares or Restricted Share Units or the satisfaction of the Performance Objectives applicable to a Performance Award, as appropriate, may, in the discretion of the Committee, be paid through the partial cancellation of Options, SARs or Restricted Share Units, or the repurchase at below market value of Restricted Shares, in each case, otherwise issuable to or payable to such Holder (subject to compliance with applicable law), upon such terms and conditions (including the conditions referenced in Section 6.5) as the Committee shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to the Committeecounsel for the payment to the Company of, all such national, state and local taxes and employee social security contributions required to be withheld by the Company, then the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount equal to any national, state or local taxes and employee social security contributions of any kind required to be withheld by the Company with respect to such Award.compliance.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
23.Code Section 409A. The 423 Component of the Plan is exempt from the application of Code Section 409A and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the option to purchase Common Shares under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Shares under the Plan is compliant with Code Section 409A.
8624.Term of Plan. The Plan is effective upon its adoption by the Board, subject to shareholder approval of the Plan pursuant to Section 25. It will continue in effect for a term of ten (10) years, unless sooner terminated under Section 20.


25.
powersShareholder Approval. The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the Committee with respect to withholding for taxes shall apply to Cash Awards or cash amounts paid in settlement of any Award (or portion thereof)degree required under the Plan.

Applicable Laws.
11.1026. Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of Share options and the awarding of Shares and cash otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

11.11 Exclusion from Pension and Profit-Sharing Computation. By acceptance of an Award, unless otherwise provided in the applicable Agreement, each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement or other employee benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each beneficiary of a deceased Holder shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided by the Company on the life of the Holder which is payable to such beneficiary under any life insurance plan covering employees of the Company or any Subsidiary of the Company.

11.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required to segregate any Shares or cash, which may at any time be represented by Awards, and the Plan shall constitute an “unfunded” plan of the Company. Except as provided in Article VIII with respect to Awards of Restricted Shares and except as expressly set forth in an Agreement, no Holder shall have voting or other rights with respect to the Shares covered by an Award prior to the delivery of such Shares. Neither the Company nor any Subsidiary of the Company shall, by any provisions of the Plan, be deemed to be a trustee of any Shares or any other property, and the liabilities of the Company and any Subsidiary of the Company to any employee or Consultant pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any employee, former employee, Consultant or beneficiary under the Plan shall be limited to those of a general creditor of the Company or the applicable Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the creation of arrangements to meet the obligations of the Company under the Plan, provided, however, that the existence of such arrangements is consistent with applicable law and the unfunded status of the Plan.

11.13Governing Law. Except as otherwise set forth in an Agreement, theThe Plan and Awards shallwill be governed by, and construed in accordance with, the laws of the State of Delaware.

11.14 Accounts. The delivery of any Shares and the payment of any cash amount in respect of an Award shall be for the account of the Company or the applicable Subsidiary of the Company, as the case may be, and any such delivery or payment shall not be made until the recipient shall have paid or made satisfactory arrangements for the payment of any applicable withholding taxes as provided in Section 11.9.

11.15 Legends. Shares subject to an Award shall bear or otherwise be subject to such legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or restrictions of the Award applicable to such Shares, including any to the effect that the Shares represented thereby may not be disposed of unless the Company has received an opinion of counsel, acceptable to the Company, that such disposition will not violate any national or state securities laws.

11.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right or power of the Company to make reclassifications, reorganizations or other changes of or toDelaware (except its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets.

11.17 Interpretationchoice-of-law provisions). The words “include,” “includes,” “included” and “including” to the extent used in the Plan shall be deemed in each case to be followed by the words “without limitation.”

11.18 Section 409A. The Plan and Awards are intended to be exempt from or compliant with the requirements of Code Section 409A and related regulations and United States Department of the Treasury
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pronouncements (“Section 409A”)27.No Right to Employment. Participation in the extent that Section 409A is applicablePlan by a Participant will not be construed as giving a Participant the right to be retained as an employee of the Company or a Holder. Notwithstanding anything in this Plan toSubsidiary or Affiliate of the contrary, ifCompany, as applicable. Further, the Company or a Subsidiary or Affiliate of the Company may dismiss a Participant from employment at any Plan provisiontime, free from any liability or Awardany claim under the Plan, would resultunless otherwise required pursuant to Applicable Laws.
28.Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability will not affect the impositionremaining parts of an additional tax under Section 409A, thatthe Plan, provision or Awardand the Plan will be reformedconstrued and enforced as to be exempt from Section 409Asuch jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.
29.Compliance with Applicable Laws. The terms of this Plan are intended to comply with the requirements of Section 409A,all Applicable Laws and no such action taken shallwill be deemed to adversely affect the Holder’s rights to an Award.construed accordingly.

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NON-423 COMPONENT SUB-PLAN

The Liberty Latin America Employee Stock Purchase Plan (the “ESPP”) is sponsored by Liberty Latin America Ltd. (the “Company”) for the benefit of its eligible employees. The ESPP offers you an opportunity to purchase Class C common shares of the Company (“Shares”) through payroll contributions and receive matching shares of company stock. The Shares are listed on the Nasdaq under the ticker “LILAK”.

This document describes the rules of the Non-423 Component Sub-Plan of the ESPP. The Non-423 Component Sub-Plan of the ESPP is not subject to any provisions of the Employee Retirement Income Security Act of 1974. Offerings under this Non-423 Component Sub-Plan are not qualified under Section 423 or 401(a) of the U.S. Internal Revenue Code.

Key features
Invest 1%-15% of your eligible after-tax pay each pay period, up to plan limits to purchase company stock at a potentially discounted price as provided by the lookback feature.
Receive an additional share of company stock for every 3 purchased shares. You must remain employed by an Employer and retain ownership of the purchased Shares for one year following the end of the Contribution Period in order to receive the matching shares.

The ESPP is designed to help you meet your financial needs and long-term goals. Your participation is voluntary and should be just one part of an overall, well-balanced investment program.

Important Information about the Initial Contribution Period
The opportunity to purchase Shares in the initial contribution period of January 1 to June 30, 2022 is fully contingent on shareholder approval of the ESPP at the annual general meeting in May 2022. Should shareholders not approve the ESPP at that time, no Shares will be purchased and all employee contributions made during the initial contribution period will be returned to the participant as soon as administratively feasible.

Eligibility and enrollment

Important dates
The ESPP currently provides for two contribution periods a year, January 1 to June 30 and July 1 to December 31. Each contribution period is preceded by an enrollment period as set forth below. These periods will be adjusted to begin on the first business day on or after the dates set forth below. Additionally, the Administrator may adjust the enrollment period for a future offering and will communicate any adjustments to eligible employees.
Enrollment PeriodsContribution Periods
November 15 – December 14January 1 – June 30
May 15 – June 14July 1 – December 31

Who can participate
Generally, you are eligible to participate in the ESPP if you are an employee (full-time or part-time and regularly scheduled for at least 20 hours per week) of LLA or any of its subsidiaries designated as participating in the contribution period. From time to time, the Administrator may change the designated subsidiaries that may participate in one or more offerings under this non-423 component of the ESPP.

Enrolling in the ESPP
An enrollment period will precede each ESPP contribution period. You will need to log in to your ShareWorks account on the ESPP website during the enrollment period and designate a contribution percentage after you have reviewed all the enclosed prospectus material.

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During each enrollment period, you have the opportunity to elect to purchase shares under the ESPP with 1%-15% of your eligible pay.

Your enrollment and contribution election for an election period will remain in effect for the following election period unless you change your contribution level on the ESPP website.

If you do not elect a contribution percentage during an enrollment period (and no contribution is carried over from the prior contribution period as described above), you will not participate in that contribution period and must enroll in a later enrollment period to participate in a future contribution period.

How to enroll
There will be an enrollment period prior to the beginning of each contribution period. During that enrollment period, you can designate a contribution percentage by enrolling online on the ESPP website.

Once you enroll and select a contribution percentage, your participation will automatically continue for future contribution periods unless you visit the website to change or discontinue your participation.

Enrolling online
You can enroll by logging on to the ESPP website. The address for this website is provided in your enrollment notification. From a work computer, you may click on the ESPP link on the company intranet, https://thehub.lla.com/.
When participation ends
When contributions end
Your contributions end in the ESPP if any of the following occur:
You leave the company for any reason – including retirement, leave of absence, long-term disability or death;
You begin an unpaid leave of absence;
You are no longer an eligible employee; or
You withdraw your contributions.

Your contributions for the current contribution period will be refunded (without interest) in the following circumstances: retirement, termination, death, long-term disability, withdrawal of contributions or loss of eligible employee status.

If your contributions stop due to beginning an unpaid leave of absence, the contributions made to date will be used to purchase shares on the purchase date unless you withdraw your contributions. If you take an unpaid leave of absence longer than the remainder of any contribution period, you will not participate in any future contribution periods while on leave of absence, but your previously purchased Shares will remain in your account. Once you return to work, your contributions will continue in accordance with your elections in place prior to your leave of absence.

For example, if you begin an unpaid leave of absence on March 1, 2022, your contributions would stop as of March 1 and any contributions made from January 1 to February 28 would be used to purchase Shares unless you elect to withdraw those contributions. If you are still on unpaid leave of absence when the next purchase period begins on July 1, 2022, you will not participate at that time and will only continue contributions upon a return to work.

Your contributions will continue during a paid leave of absence unless you withdraw your contributions.

What happens to your shares on termination of employment
Any Shares which were previously purchased will continue to be held in your account following termination of employment.
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Contributions

How much you can contribute
You may contribute from 1% to 15% of your eligible after-tax base pay to the ESPP. No interest will be paid to you on your contributions. Your contributions are held during the contribution period until stock is purchased and deposited in your account.

You may not contribute more than $25,000 USD to the ESPP in a calendar year. Any excess contributions will be returned to you as soon as feasible after it is determined that you will exceed the limit.

Additionally, there is a limit on the total number of Shares that you may purchase in any calendar year. This limit is 2,500 Shares per calendar year. However, the Administrator may adjust this limit for future years. If your contributions within a year would allow the ESPP to buy more than the permitted number of Shares of LILAK stock for your account, then your excess contributions will be returned to you as soon as administratively feasible after it is determined that you will exceed the limit. This may not be determined (and your excess contributions returned) until the end of the calendar year.

Withdrawing during a contributionperiod
You may withdraw from the ESPP during the contribution period, up to the last month of the contribution period. If you submit your withdrawal election during the last month of the contribution period, your changes will apply to the next contribution period instead.

In order to withdraw, you must remove your election on the ESPP website. If you withdraw, your payroll contributions will be refunded to you within one to two pay periods, and no shares will be purchased on your behalf following the end of the contribution period.

If you withdraw from a contribution period, you may not participate in the following contribution period. If you wish to participate in a future contribution period after the contribution period immediately following your withdrawal, you must make a new election for contributions on the ESPP website.

Example of withdrawal
1.John enrolls during the January 1 – June 30 enrollment period at a 15% contribution level.

2.During the contribution period, John withdraws from participation in April and receives a refund of all of his contributions from the contribution period.

3.John cannot participate in the next contribution period being July 1-December 31 of the same year.

4.John wants to participate in the contribution period beginning the following January 1 and must make a new election in the ESPP website in order to do so.

Purchasing the shares
At the end of the contribution period, the Company compares the Fair Market Value (“FMV”) of LILAK stock as of the first day and the last day of the contribution period. FMV means the closing price for LILAK stock on each relevant date. The Company then takes the lower of the two prices on those days as the purchase price for that contribution period, and this is known as the lookback feature.

Purchase Date: Shares of stock are purchased on the last day of each contribution period, in both whole and fractional shares at the lower of the two prices, using your accumulated payroll deductions from the six month contribution period.

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Example 1:
First Day Closing Price Last Day Closing Price
$13.00 $16.00

In this example, Shares would be purchased at the lower price of $13.00.

Example 2:
First Day Closing Price Last Day Closing Price
$8.00 $6.00

In this example, shares would be purchased at the lower price of $6.00.

These examples only explain how the purchase price is determined. The prices used in the examples are neither representations as to the price of LILAK stock on any given date nor representations as to whether the market price of shares of LILAK stock will increase or decrease during any contribution period.

The ESPP will purchase shares of LILAK stock on the Purchase Date and the shares will be credited to your Shareworks account within 30 days after the end of each contribution period (June 30 and December 31).

You may choose to sell your shares at any time after the shares are purchased and reflected in your account. However, if you sell your shares within one year of the Purchase Date, you will not receive any matching shares for that contribution period. See below under “Matching Shares” for more information.

Matching Shares
For every 3 whole Shares you purchase during a contribution period, you will receive 1 matching Share on the date that is one year after each Purchase Date. This match will be reflected as a Restricted Stock Unit (“RSU”) grant in Shareworks, with 100% vesting on the one-year anniversary of each Purchase Date. No fractional shares will be considered in this calculation and your matching shares will be rounded down to the nearest whole share.

Example:
You purchase 25.5 Shares in the ESPP during the contribution period of January 1 to June 30. If you meet the requirements described below for Matching Shares, you will receive 8 additional Shares as a match.

Requirements to receive Matching Shares

In order to receive the matching Shares for a contribution period, you must:
1.continue to hold all shares you purchased during each contribution period and hold them in your Shareworks account through the one-year anniversary of each Purchase Date; and
2.remain continuously employed by an Employer.

For these purposes, an “Employer” includes the Company and any subsidiary of the Company that is designated to participate in this ESPP Non-423 Component Sub-Plan.

If your employment with the Company terminates for any reason before the one year anniversary of each Purchase Date, you will not receive the matching shares for that contribution period (the RSU grant will be canceled in Shareworks), subject to certain exceptions to be determined by the Administrator on a case-by-case basis.

Example:
As in the example above, you purchase 25.5 Shares for the contribution period ending June 30, 2022.
You sell 2 of those Shares before June 30, 2023 but keep 23.5 Shares.
You will not receive any matching Shares related to those 25.5 purchased Shares.

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Tax Withholding
The Company’s delivery of the Shares is subject to all applicable national, state and local taxes and employee social security contribution withholding requirements. To the extent that the Company is required to report earnings and withhold for taxes on the purchased or matching Shares, the Company will withhold the appropriate number of shares from the purchased or matching shares for the estimated amount of such withholding taxes. Additionally, if the benefit of the lookback feature applies to any shares purchased, you may be subject to taxes for this benefit as well. Any excess amounts withheld, if applicable, will be returned to the Participant as cash through payroll.

Administration of the ESPP

The Administrator of the ESPP is the Compensation Committee of the Company’s board of directors. The Administrator does not receive any compensation for administering the ESPP, and the Company bears all expenses in connection with the ESPP’s administration.

Keeping you up-to-date
Shareworks by Morgan Stanley is the ESPP’s recordkeeper. They offer a toll-free number and a Web site for transactions and information. Logon to the ESPP website to do the following:
Enroll in the ESPP, change your payroll deductions or discontinue participation from the plan;
View information about your account balances and purchased Shares (available after the end of each contribution period);
Sell previously purchased stock in your account* (available after the end of the contribution period).
* Transaction and wire fees may apply.

You may also call the Shareworks customer service line at 1-877-380-7793 (U.S) or 1-403-515-3956 (International). You can also email Shareworks at Help@shareworks.com..

You can also view your year-to-date contributions on your pay stub.

Selling shares
You may choose to sell your shares at any time after the purchase. The ESPP does not impose any resale or transfer restrictions on shares once they have been purchased, or issued in the case of matching shares, but you are always subject to restrictions on resale by laws prohibiting “insider trading” and, in particular, the Company’s Insider Trading Policy, which is posted on the Company’s intranet web site.

To sell your shares, logon to the ESPP website.

There are tax consequences associated with any sale of your shares. For more information on the tax consequences for the ESPP, you should consult your personal tax advisor about your particular situation. Neither LLA nor Shareworks by Morgan Stanley can advise you on the tax consequences of participating in the ESPP.
This document summarizes the Liberty Latin America Employee Stock Purchase Plan (ESPP). It does not take the place of the legal documents that govern the ESPP. The Company reserves the right to amend, modify or terminate the ESPP in whole or part, at any time. The ESPP is not an employment contract and does not give any employee any right to be retained in the services of the Company.
You can get more information about the ESPP, including reviewing the plan document, by contacting espp@lla.com or by calling Shareworks by Morgan Stanley at 1-877-380-7793 (U.S) or 1-403-515-3956 (International). You can also email Shareworks at Help@shareworks.com.
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