Share-based Compensation | Share-based Compensation Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below: Year ended December 31, 2024 2023 2022 in millions Liberty Global (a): Non-performance based incentive awards (b) $ 113.9 $ 137.7 $ 116.3 Performance based incentive awards (c) 18.6 6.9 6.6 Other (d) 29.7 26.9 19.6 Total Liberty Global 162.2 171.5 142.5 Telenet share-based incentive awards (e) — 27.7 10.9 Other 6.1 5.6 9.8 Total $ 168.3 $ 204.8 $ 163.2 Included in: Other operating expenses $ 17.8 $ 11.3 $ 4.6 SG&A expenses 150.5 193.5 158.6 Total $ 168.3 $ 204.8 $ 163.2 _______________ (a) In accordance with the terms of the Telenet Takeover Bid, we issued Liberty Global share-based incentive awards ( Telenet Replacement Awards ) to employees and former directors of Telenet in exchange for corresponding Telenet awards. In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C common shares. No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards. The Telenet Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of $50.0 million, of which $8.5 million was recognized on this date due to the immediate vesting of select Telenet Replacement Awards. The remaining expense of $41.5 million is amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions as further described below. For further information regarding the Telenet Takeover Bid, see note 14. (b) In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2016 through 2018 from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive Plans, as defined and described below, expired seven years after the grant date). Accordingly, the Black-Scholes fair values of the respective outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $25.9 million during 2023. (c) Includes share-based compensation expense related to (i) for 2024, the 2024 PSUs, as defined and described below, (ii) for 2024 and 2023, certain Telenet Replacement Awards, as defined and described below and (iii) for 2022, our 2019 Challenge Performance Awards. (d) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below. (e) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid. In addition, €7.6 million ($8.2 million at the applicable rate) was expensed during the fourth quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the ESOP 2020, each as defined and described below. As of December 31, 2024, $129.8 million of total unrecognized compensation cost related to our Liberty Global share-based incentive awards is expected to be recognized by our company over a weighted-average period of approximately 1.9 years. The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global common shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted): Year ended December 31, 2024 2023 2022 Assumptions used to estimate fair value of options and SARs granted: Risk-free interest rate 3.39 - 4.11% 3.12 - 4.10% 2.27 - 3.09% Expected life 3.7 - 6.2 years 3.7 - 6.2 years 3.7 - 6.2 years Expected volatility 28.9 - 31.4% 29.0 - 33.1% 33.5 - 38.1% Expected dividend yield none none none Weighted average grant-date fair value per share of awards granted: Options $ 6.57 $ 7.18 $ 9.90 SARs $ 5.06 $ 5.85 $ 7.50 RSUs - prior to the Sunrise Distribution $ 17.39 $ 18.59 $ 25.51 RSUs - subsequent to the Sunrise Distribution $ 12.95 (a) (a) PSUs $ 17.20 $ 16.60 (b) Total intrinsic value of awards exercised (in millions): Options (c) (c) $ 0.5 SARs $ 23.0 $ 4.6 $ 7.0 PSARs (c) (c) $ 0.2 Cash received from exercise of options (in millions) $ — $ 1.2 $ 13.0 Income tax benefit (expense) related to share-based compensation of our continuing operations (in millions) $ (1.0) $ 9.1 $ (8.1) _______________ (a) Not applicable. (b) There were no grants of PSUs made during the indicated period. (c) There were no exercises of this award type during the indicated period. Share Incentive Plans — Liberty Global Common Shares 2023 Incentive Plan As of December 31, 2024, we are authorized to grant incentive awards under the “ Liberty Global 2023 Incentive Plan ”, which was approved by our shareholders on June 14, 2023. Generally, we may grant options, SARs, RSUs, performance awards or cash awards or any combination of the foregoing under this incentive plan (collectively, “ awards ”). The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is 43,284,342 which represents the number of common shares available for grant under the previous “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive Plans ) immediately prior to the 2023 Annual General Meeting of Shareholders of Liberty Global plc, plus any common shares subject to outstanding awards under the 2014 Incentive Plans that become available for issuance under the Liberty Global 2023 Incentive Plan pursuant to its terms. The maximum number of common shares reserved for issuance under the Liberty Global 2023 Incentive Plan is also subject to anti-dilution and other adjustment provisions of the Liberty Global 2023 Incentive Plan. Outstanding awards granted under the 2014 Incentive Plans will continue to be governed by the terms of that plan until exercised, expired, paid or otherwise terminated. No further awards will be granted under the 2014 Incentive Plans. As of December 31, 2024, the Liberty Global 2023 Incentive Plan had 38,692,888 common shares available for grant, but, consistent with the terms and intent of the Liberty Global 2023 Incentive Plan, we expect the compensation committee of our board of directors to upwardly adjust the number of shares available for grant as a result of the Spin-off. Awards (other than performance based awards) under the Liberty Global 2023 Incentive Plan and the Liberty Global 2014 Incentive Plan generally (i) vest annually over a three-year period and (ii) expire 10 years after the grant date. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire ten years after the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of common shares. In connection with the Telenet Takeover Bid, the compensation committee of our board of directors approved the issuance of Telenet Replacement Awards as part of the Liberty Global 2023 Incentive Plan in exchange for corresponding Telenet awards. Prior to the Telenet Takeover Bid, Telenet had several outstanding equity award plans including the 2019 Employee Stock Option Plan ( ESOP 2019 ), the 2020 Employee Stock Option Plan ( ESOP 2020 ), the 2021 Performance Share Plan ( PSP 2021 ), the 2021 CEO Performance Share Plan ( CEO PSP 2021 ) and the 2022 Restricted Share Plan ( RSP 2022 ). Liberty Global proposed to rollover any Telenet equity awards into equivalent awards in Liberty Global shares, excluding the ESOP 2019 and ESOP 2020 which were out-of-the-money at the time of the Telenet Takeover Bid. Additionally, due to regulatory constraints associated with the Telenet Takeover Bid, Telenet was unable to issue equity awards from the 2020 Performance Share Plan ( PSP 2020 ), the 2022 Performance Share Plan ( PSP 2022 ), the 2023 Performance Share Plan ( PSP 2023 ), the 2022 CEO Performance Share Plan ( CEO PSP 2022 ), the 2023 Restricted Share Plan ( RSP 2023 ), the 2023 CEO Performance Share Plan ( CEO PSP 2023 ) and the 2023 Dividend Share Plan ( Dividend Plan 2023 ). Liberty Global has also granted equivalent awards under these Telenet plans. The Telenet Replacement Awards were issued as either RSUs or PSUs, depending on the presence of a performance factor. Generally, (i) awards issued under the CEO PSP 2021, CEO PSP 2022 and CEO PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period, (ii) awards issued under the Dividend Plan 2023 vest immediately, (iii) awards issued under the RSP 2022 and RSP 2023 vest 40% after year one and 60% after year two and are subject to a two-year holding restriction, (iv) awards issued under the PSP 2020 are subject to certain performance metrics, vest immediately and are subject to a two-year holding restriction, (v) awards issued under the PSP 2021 and PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period and (vi) awards issued under the PSP 2022 were issued as RSUs, vest 40% after year one and 60% after year two and are subject to a two-year holding restriction. Ventures Incentive Plans Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the “ Ventures Incentive Plans ”. The Ventures Incentive Plans are provided to executive officers and other key employees based on the performance of the Liberty Global Ventures Portfolio (the “ Portfolio ”), or a specific portion of the Portfolio in the instance of the “ Tech Ventures Incentive Plan .” A fair value assessment is performed for the Portfolio as of December 31st by an independent third-party valuation specialist and the Portfolio performance is measured by assessing the fair value of the Portfolio over a three-year period beginning on December 31st of the year preceding each annual grant. Payout will be denominated in cash and will be assessed at the end of each three-year period using eligible participants’ initial contributions, which are between 10% and 50% of their annual target equity value (10% and 100% for the 2021 Ventures Incentive Plan) and the contributed amount is in lieu of their normal annual equity grant. The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C common shares based on the change in the Portfolio’s value. Subject to forfeitures, 100% of each participant’s payout will vest on or around March of the year subsequent to the conclusion of the three-year performance period. In order to receive the payout, participants are required to remain employed through the final vesting date. Awards under the Ventures Incentive Plans are liability classified due to the fact that the final payout under these plans will be denominated in cash and may be settled in a variable number of shares. The estimated fair value of the final payouts under our Ventures Incentive Plans as of December 31, 2024 are shown below: Performance period Vesting date Estimated fair value of final payout in millions 2022 Ventures Incentive Plan 12/31/2021 - 12/31/2024 March 15, 2025 $ 8.8 2023 Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 10.9 2023 Tech Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 0.6 2024 Ventures Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 13.5 2024 Tech Ventures Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 0.7 Total $ 34.5 The 2021 Ventures Incentive Plan vested on March 15, 2024. Participants earned 108.5% of their targeted payout which was settled in 442,221 shares of Liberty Global Class A and 442,221 Class C common shares. Performance Awards The following is a summary of the material terms and conditions with respect to our performance based awards for certain executive officers and key employees. 2024 PSUs In May 2024, the compensation committee of our board of directors approved the grant of PSUs to executive officers and other key employees (the 2024 PSUs ). The performance metric for the 2024 PSUs is based on Liberty Global’s relative total shareholder return ( rTSR ) during the performance period commencing May 10, 2024 and ending December 31, 2026, calculated based on a comparison of Liberty Global’s total shareholder return ( TSR ) compared to the TSR of a comparator group of companies, which comprises all companies continuously listed in the NASDAQ Telecommunications Index or the Stoxx Europe 600 Telecom Index during the performance period. The market condition related to Liberty Global’s rTSR performance relative to the comparator group of companies is incorporated into the measurement of the grant date fair value of the award. The 2024 PSUs include over- and under-performance payout opportunities should the rTSR exceed or fail to meet the target, as applicable. Achieving an rTSR between the 25th percentile to at or above the 75th percentile will generally result in award recipients earning 25% to 200% of their target 2024 PSUs, subject to forfeitures. The 2024 PSUs have a maximum payout of 100% should the TSR be negative. In addition, 50% of the 2024 PSUs will be earned if Liberty Global’s rTSR is equal to or greater than the median TSR for the comparator group of companies as of December 31, 2025. The earned 2024 PSUs will fully vest on or around February 15, 2027. 2019 Challenge Performance Awards In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards ), which consists of a combination of PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A common shares and Liberty Global Class C common shares. Each PSU represents the right to receive one Liberty Global Class A common share or one Liberty Global Class C common share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021. Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100% of each participant’s 2019 Challenge Performance Awards were earned and vested on March 7, 2022. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date. Sunrise Distribution In connection with the Spin-off, the compensation committee of our board of directors approved modifications to our outstanding shared-based incentive awards (the Award Modifications ), in accordance with the underlying share-based incentive plans. As a result of the modifications, no incremental compensation expense was recognized as existing anti-dilution provisions of the plans required the compensation committee to adjust the terms of the outstanding awards to preserve the value of outstanding equity awards before and after the Sunrise Distribution. Due to declines in the prices of our Liberty Global Class A and Class C common shares following the Sunrise Distribution, an adjustment factor was applied to our outstanding options, SARs, PSARs, PSUs and certain of our RSUs to increase the number of awards outstanding and, in regards to our outstanding options, SARs and PSARs, decrease the strike or base price. This adjustment factor utilized the volume-weighted average price of the respective shares for one day prior to and one day following the Sunrise Distribution. The impacts of the Award Modifications and the Spin-off are separately presented in the below tables. Share-based Award Activity — Liberty Global Common Shares The following tables summarize the share-based award activity during 2024 with respect to awards issued by Liberty Global. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, with respect to share-based awards held by Liberty Global employees, the number of shares to be issued upon vesting or exercise is reduced by the amount of the employee’s required income tax withholding. Options — Class A common shares Number of awards Weighted Weighted Aggregate in years in millions Outstanding at January 1, 2024 622,177 $ 28.87 Granted 114,799 17.01 Forfeited (67,247) 33.50 Outstanding at November 12, 2024 669,729 26.37 Impact of the Award Modifications 490,267 (11.14) Outstanding at December 31, 2024 1,159,996 $ 15.23 4.7 $ 0.9 Exercisable at December 31, 2024 867,302 $ 16.96 3.2 $ 0.1 Options — Class C common shares Number of awards Weighted Weighted Aggregate in years in millions Outstanding at January 1, 2024 2,704,383 $ 24.79 Granted 462,858 17.49 Forfeited (134,230) 32.07 Outstanding at November 12, 2024 3,033,011 23.36 Impact of the Award Modifications 2,170,974 (9.74) Outstanding at December 31, 2024 5,203,985 $ 13.62 5.6 $ 6.7 Exercisable at December 31, 2024 3,805,819 $ 14.57 4.4 $ 3.4 SARs — Class A common shares Number of awards Weighted Weighted Aggregate in years in millions Outstanding at January 1, 2024 20,430,440 $ 25.90 Granted 4,132,571 16.77 Forfeited (2,186,732) 26.51 Exercised (651,203) 16.35 Outstanding at November 12, 2024 21,725,076 24.39 Impact of the Award Modifications 15,902,599 (10.31) Impact of the Spin-off (1,960,848) 14.27 Outstanding at November 13, 2024 35,666,827 14.07 Forfeited (298,434) 15.46 Exercised (683,753) 9.65 Outstanding at December 31, 2024 34,684,640 $ 14.15 5.5 $ 39.2 Exercisable at December 31, 2024 25,760,134 $ 15.50 4.3 $ 15.7 SARs — Class C common shares Number of awards Weighted Weighted Aggregate in years in millions Outstanding at January 1, 2024 47,534,716 $ 25.28 Granted 5,463,215 17.52 Forfeited (3,738,073) 27.40 Exercised (1,348,429) 15.60 Outstanding at November 12, 2024 47,911,429 24.50 Impact of the Award Modifications 34,292,631 (10.22) Impact of the Spin-off (3,851,973) 14.45 Outstanding at November 13, 2024 78,352,087 14.27 Forfeited (491,590) 15.83 Exercised (2,230,208) 9.69 Outstanding at December 31, 2024 75,630,289 $ 14.40 5.5 $ 70.9 Exercisable at December 31, 2024 59,930,253 $ 15.29 4.6 $ 34.9 PSARs — Class A common shares Number of awards Weighted Weighted Aggregate in years in millions Outstanding at January 1, 2024 3,238,360 $ 25.97 Forfeited (193,929) 25.97 Outstanding at November 12, 2024 3,044,431 25.97 Impact of the Award Modifications 2,228,565 (10.97) Impact of the Spin-off (202,425) 15.00 Outstanding at November 13, 2024 5,070,571 15.00 Forfeited (101,526) 15.00 Outstanding at December 31, 2024 4,969,045 $ 15.00 3.9 $ — Exercisable at December 31, 2024 4,969,045 $ 15.00 3.9 $ — PSARs — Class C common shares Number of awards Weighted Weighted Aggregate in years in millions Outstanding at January 1, 2024 6,335,073 $ 25.22 Forfeited (349,267) 25.22 Outstanding at November 12, 2024 5,985,806 25.22 Impact of the Award Modifications 4,284,380 (10.52) Impact of the Spin-off (394,363) 14.70 Outstanding at November 13, 2024 9,875,823 14.70 Forfeited (201,150) 14.70 Outstanding at December 31, 2024 9,674,673 $ 14.70 3.9 $ — Exercisable at December 31, 2024 9,674,673 $ 14.70 3.9 $ — RSUs — Class A common shares Number of awards Weighted Weighted in years Outstanding at January 1, 2024 2,446,678 $ 20.05 Granted 2,967,291 16.99 Forfeited (488,279) 17.60 Released from restrictions (2,265,981) 19.24 Outstanding at November 12, 2024 2,659,709 17.78 Impact of the Award Modifications 45,983 (8.36) Impact of the Spin-off (137,882) 10.54 Outstanding at November 13, 2024 2,567,810 9.36 Granted 1,888 12.76 Forfeited (11,314) 9.14 Released from restrictions (5,349) 10.71 Outstanding at December 31, 2024 2,553,035 $ 9.36 1.1 RSUs — Class C common shares Number of awards Weighted Weighted in years Outstanding at January 1, 2024 5,382,896 $ 20.70 Granted 3,340,539 17.76 Forfeited (646,144) 18.77 Released from restrictions (3,605,574) 20.55 Outstanding at November 12, 2024 4,471,717 18.91 Impact of the Award Modifications 44,960 (8.83) Impact of the Spin-off (268,157) 11.06 Outstanding at November 13, 2024 4,248,520 10.02 Granted 1,888 13.14 Forfeited (14,430) 9.79 Released from restrictions (6,706) 11.16 Outstanding at December 31, 2024 4,229,272 $ 10.02 1.0 PSUs — Class A common shares Number of awards Weighted Weighted in years Outstanding at January 1, 2024 444,448 $ 15.78 Granted 992,324 16.76 Forfeited (166,193) 16.57 Released from restrictions (133,098) 15.78 Outstanding at November 12, 2024 1,137,481 16.52 Impact of the Award Modifications 832,530 (7.77) Outstanding at November 13, 2024 1,970,011 8.76 Forfeited (6,187) 8.71 Outstanding at December 31, 2024 1,963,824 $ 8.76 1.9 PSUs — Class C common shares Number of awards Weighted Weighted in years Outstanding at January 1, 2024 820,214 $ 17.05 Granted 1,365,500 17.51 Forfeited (207,343) 17.38 Released from restrictions (245,655) 17.05 Outstanding at November 12, 2024 1,732,716 17.37 Impact of the Award Modifications 1,240,067 (8.11) Outstanding at November 13, 2024 2,972,783 9.26 Forfeited (7,725) 9.22 Outstanding at December 31, 2024 2,965,058 $ 9.26 1.9 Share-based Award Activity — Liberty Global Common Shares held by former Liberty Global employees The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. Any future exercises of SARs or PSARs, or vesting of RSUs and PSUs will increase the number of our outstanding common shares. Number of awards Weighted average exercise or base price Weighted average remaining contractual term Aggregate intrinsic value in years in millions SARs and PSARs: Class A: Outstanding 3,281,173 $ 16.34 4.2 $ 1.4 Exercisable 2,828,005 $ 17.09 3.6 $ 0.7 Class C: Outstanding 6,426,281 $ 16.32 4.2 $ 2.5 Exercisable 5,543,696 $ 16.96 3.6 $ 1.3 Number of awards Weighted average grant-date fair value per share Weighted average remaining contractual term in years Outstanding RSUs and PSUs: Class A: RSUs 138,847 $ 10.52 0.7 PSUs 4,281 $ 8.87 2.1 Class C: RSUs 268,070 $ 11.05 0.7 PSUs 4,241 $ 9.33 2.1 |