Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 5, 2018, Liberty Global plc (the “Company”) announced the following management change. A copy of the press release announcing this change is attached hereto as Exhibit 99.1.
Enrique Rodriguez (the “Executive”) will join the Company as Executive Vice President & Chief Technology Officer and will lead the Company’s Technology & Innovation team of more than 7,500 employees, with an annual operating and capital budget of more than $5 billion. The T&I team is responsible for IT, supply chain, product development and delivery and network platforms across the Company’s operating entities. The Executive, age 55, has served as President and Chief Executive Officer and a member of the Board of Directors of Tivo Corp, a media and entertainment technology company, since November 2017. Prior to that time, he served as Executive Vice President and Chief Technology Officer of AT&T Entertainment Group of AT&T Inc., a telecommunications company, from August 2015 to November 2017, and as Executive Vice President, Operations and Products for Sirius XM Radio, a broadcasting company, from January 2013 to July 2015 and as Group Vice President of Sirius XM Radio from October 2012 to January 2013.
Summary of Agreement
On June 28, 2018, the Compensation Committee of the Company’s Board of Directors approved an employment agreement with the Executive in connection with his appointment. The Agreement provides for an indefinite term, starting in late July and continuing until the Company provides at least 30 days, or the Executive provides at least 90 days, prior written notice to the other party of their respective intention to terminate his employment with the Company. The Executive’s base salary will be $1.0 million per year, subject to annual increase at the discretion of the Compensation Committee. The Executive had various incentive arrangements at his prior employer that he is foregoing by accepting his appointment with the Company. To compensate for such loss compensation, the Company has provided the Executive a sign-on bonus consisting of (a) $1.5 million cash payable on the first payroll date of the Company after his start date and (b) an award of restricted share units valued at $2.5 million as of his start date for the Company’s Class A ordinary shares and Class C ordinary shares at a 1:2 ratio (the “RSU Award”). The RSU Award will vest one year after grant. In the event the Executive’s former employer forgives all or a portion of the incentive arrangements, the Executive will notify the Company and the RSU Award will be adjusted downward up to a maximum of $2.4 million. In addition, if within one year of joining the Company, the Executive terminates his employment with the Company for any reason or is terminated by the Company for cause, the Executive shall reimburse the Company for the full amount of the cash portion of the sign-on bonus and the unvested RSU Award will be forfeited.
The Executive will be eligible to earn an annual bonus each year. The target annual bonus for 2018 will be $2.5 million prorated for the amount of the year the Executive is employed by the Company. Thereafter, the annual bonus will be reviewed annually and may be adjusted by the Compensation Committee. There is no guaranteed bonus amount. The actual amount paid to the Executive will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the Compensation Committee.
During the term of the Agreement, the Executive will participate in the Company’s equity compensation programs on the same basis as other executives of the Company. to these programs, the Executive will be entitled to receive grants of annual equity awards (the “Annual Equity Awards”). The Annual Equity Awards granted to the Executive may be in the form of performance share units, share appreciation rights or other forms of equity as determined by the Compensation Committee, with the terms and conditions substantially the same as those for other executive officers of the Company. The target value of these Annual Equity Awards will be $5.0 million for 2018 and thereafter the Compensation Committee may determine the actual target value of Annual Equity Awards in its sole discretion.
In addition to participating in U.S. employee benefit plans and arrangements sponsored by the Company for the benefit of its executive group, the Company agreed to pay up to $20,000 in reasonable legal fees and expenses incurred by the Executive in connection with the negotiation and execution of his employment agreement.
If the Executive’s employment is terminated as a result of the Company without cause, good reason (as defined in the Agreement), or his death or disability (as defined in the Agreement), the Executive or his heirs, as applicable, will be entitled to receive: (i) the Executive’s accrued but unpaid base salary and unused vacation pay through the date of termination; (ii) any accrued vested benefits under the Company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (iii) reimbursement of business expenses (collectively “Accrued Benefits”). In addition, the Company will pay the Executive (a) an amount equal to the prorated portion of any annual bonus the Executive would have received for the calendar year of his termination, provided the Executive was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (b) a 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 accordance with the Company’s normal payroll practices during such period; provided, however, such severance amount shall be reduced by the amount of disability benefits the Executive receives to any employee benefit plans maintained by the Company at the time of disability; and (c) except in the case of death, the Executive and his family will continue to receive coverage under the Company’s health benefits with premiums paid or reimbursed by the Company for a period of up to one year.
If the Executive is terminated for cause (as defined in the Agreement) or resigns (other than for good reason), the Executive will be entitled to receive Accrued Benefits and will not be entitled to any other amounts under the Agreement.
to the Agreement, the Executive is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.
The Executive has no rights to a gross-up for any taxes associated with a parachute payment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Name
Liberty Global plc ExhibitEX-99.1 2 ex991-7x5x18cto.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Liberty Global appoints Enrique Rodriguez as Chief Technology OfficerDenver,…To view the full exhibit click here
