Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

v3.25.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Stock-Based Compensation  
Stock-Based Compensation

(13)  Stock-Based Compensation

Liberty—Incentive Plans

Liberty grants Awards to certain of its directors, employees and employees of its subsidiaries. The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the GDFV of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”), the Company may grant Awards in respect of approximately 16.8 million shares of Series A, Series B and Series C Liberty Media Corporation common stock plus the shares remaining available for Awards under the prior Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years. Liberty issues new shares upon exercise of equity awards.

Liberty—Grants of Awards

Options granted in 2024, 2023 and 2022 are summarized as follows:

Years ended December 31,

 

2024

2023

2022

 

Options

Weighted

Options

Weighted

Options

Weighted

 

granted

average

granted

average

granted

average

 

(000's)

GDFV

(000's)

GDFV

(000's)

GDFV

Series C Liberty Formula One common stock, Liberty employees and directors (1)

20

$

35.63

246

$

25.78

34

$

23.94

Series C Liberty Formula One common stock, former CEO (2)

$

$

181

$

21.31

Series C Liberty Formula One common stock, subsidiary employees (3)

83

$

29.77

71

$

30.70

86

$

21.31

Series C Liberty Live common stock, Liberty employees and directors (1)

6

$

25.59

74

$

13.71

NA

NA

Series C Liberty Live common stock, former CEO (4)

70

$

16.07

$

NA

NA

Series C Liberty Braves common stock, Liberty employees and directors (1)

NA

NA

3

$

14.24

10

$

12.40

Series C Liberty Braves common stock, former CEO (2)

NA

NA

$

95

$

9.16

(1) Mainly vests between one and three years for employees and in one year for directors.
(2) Grants made in March 2022 cliff vested in December 2022. See discussion in note 12 regarding the compensation agreement with the Company’s former CEO.
(3) Grants made in 2024, 2023 and 2022 mainly vested in equal quarterly installments over one year.
(4) Grant made in March 2024 cliff vested in December 2024. See discussion in note 12 regarding the compensation agreement with the Company’s former CEO.

In addition to the stock option grants to the former CEO, and in connection with his employment agreement, the Company granted PRSUs. During the years ended December 31, 2024 and 2023, the Company granted 88 thousand and 81 thousand PRSUs of Series C common stock of Liberty Formula One, respectively, and 31 thousand PRSUs of Series C common stock of Liberty Braves during the year ended December 31, 2023 to the former CEO. Such PRSUs had a GDFV of $72.05 per share and $75.12 per share, respectively, and $34.44 per share, and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.

The Company did not grant any options to purchase shares of Series A or Series B Liberty Formula One or Liberty Live common stock during the year ended December 31, 2024.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2024, 2023 and 2022, the range of expected terms was 5.2 to 5.6 years. The volatility used in the calculation for Awards is based on the historical volatility of Liberty’s stocks and the implied volatility of publicly traded Liberty options, as applicable. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.

Volatility

 

2024 grants

 

34.6

%

-

37.3

%

2023 grants

 

33.3

%

-

37.3

%

2022 grants

 

33.3

%

-

37.4

%

Liberty—Outstanding Awards

The following tables present the number and weighted average exercise price (“WAEP”) of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.

Liberty Formula One

Series C

    

    

    

Weighted

    

Aggregate

average

intrinsic

Liberty

remaining

value

 Options (000's)

WAEP

life

(in millions)

Outstanding at January 1, 2024

 

6,599

$

37.62

Granted

 

103

$

75.83

Exercised

 

(2,564)

$

36.07

Forfeited/Cancelled

 

$

Outstanding at December 31, 2024

 

4,138

$

39.53

 

2.5

years

$

220

Exercisable at December 31, 2024

 

3,939

$

38.18

 

2.3

years

$

215

Liberty Live

Series C

    

    

    

    

Weighted

    

Aggregate

average

intrinsic

Liberty

remaining

value

Options (000's)

WAEP

life

(in millions)

Outstanding at January 1, 2024

 

1,652

$

42.36

Granted

 

76

$

41.87

Exercised

 

(488)

$

41.45

Forfeited/Cancelled

(10)

$

42.29

Outstanding at December 31, 2024

 

1,230

$

42.68

 

3.1

years

$

31

Exercisable at December 31, 2024

 

1,169

$

42.98

 

2.9

years

$

29

As of December 31, 2024, there were no outstanding Series A or Series B options to purchase shares of Series A or Series B Liberty Formula One common stock or Liberty Live common stock.

As of December 31, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $15 million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 1.4 years.

As of December 31, 2024, 4.1 million and 1.2 million shares of Series C Liberty Formula One and Liberty Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.

Liberty—Exercises

The aggregate intrinsic value of all options exercised during the years ended December 31, 2024, 2023 and 2022 was $113 million, $41 million and $73 million, respectively.

Liberty—Restricted Stock and Restricted Stock Units

The Company had approximately 250 thousand and 60 thousand unvested RSAs and RSUs of Liberty Formula One and Liberty Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2024. These Series C unvested RSAs and RSUs of Liberty Formula One and Liberty Live common stock had a weighted average GDFV of $71.45 per share and $41.88 per share, respectively.

The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended December 31, 2024, 2023 and 2022 was $20 million, $7 million and $14 million, respectively.