jvidΚΣΖ΅

Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1.u1
Pay vs Performance Disclosure
pure in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of our company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in ItemΜύ402(v) of RegulationΜύS-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, ItemΜύ402(v) of RegulationΜύS-K requires that in each covered year we (1)Μύdeduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2)Μύadd, for awards granted in the covered year, the fair value of the equity awards (i)Μύas of the end of a covered year or (ii)Μύas of the vesting date, as applicable; and (3)Μύadd or subtract, for awards granted in, and outstanding at the end of, a prior year (i)Μύthe change in the fair value from the end of the prior year to the end of the current year or (ii)Μύfrom the end of the prior year to the date the awards vest in the covered year, as applicable.
​ ​ ​ ​
Current PEO(1)
​ ​
Former PEO(1)
​ ​
Non-PEO NEOs(1)
​ ​
Value of initial fixed $100
investment based on:
​ ​
(millions)
​
​
Year
​ ​
Summary
Compensation
Table Total for
Current PEO
($)(2)
​ ​
Compensation
Actually Paid
to Current PEO
($)(3)
​ ​
Summary
Compensation
Table Total for
Former PEO
($)(2)
​ ​
Compensation
Actually Paid
to Former PEO
($)(3)
​ ​
Average
Summary
Compensation
Table Total for
non-PEO NEOs
($)(2)
​ ​
Average
Compensation
Actually Paid
to non-PEO
NEOs ($)(3)
​ ​
Total Shareholder
Return (β€œTSR”)
($)(4)
​ ​
Peer
Group
Total
TSR ($)(5)
​ ​
Net
Income
($)(6)
​ ​
Adjusted
OIBDA
($)(7)
​
​ 2023 ​ ​ ​ ​ 5,146,654 ​ ​ ​ ​ ​ 3,734,393 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,582,600 ​ ​ ​ ​ ​ 1,951,767 ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 23.73 ​ ​ ​ ​ ​ 159.36 ​ ​ ​ ​ ​ (94) ​ ​ ​ ​ ​ 1,148 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 173.00 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (3,487,264) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (5,680,091) ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 44.18 ​ ​ ​ ​ ​ 118.02 ​ ​ ​ ​ ​ (2,532) ​ ​ ​ ​ ​ 1,089 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 134.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ 12,457,043 ​ ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ 9,414,897 ​ ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ 1,458,313 ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 205.99 ​ ​ ​ ​ ​ 169.06 ​ ​ ​ ​ ​ 421 ​ ​ ​ ​ ​ 2,126 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 201.04 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ 20,640,817 ​ ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ 11,595,809 ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 259.98 ​ ​ ​ ​ ​ 140.54 ​ ​ ​ ​ ​ 1,254 ​ ​ ​ ​ ​ 2,224 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 253.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
(1)
Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO). On OctoberΜύ1, 2021, Mr.ΜύRawlinson succeeded Mr.ΜύGeorge as our Principal Executive Officer and remained our Principal Executive Officer through 2023 (our Current PEO). Our named executive officers other than our Principal Executive Officer (non-PEO NEOs) for each of the fiscalΜύyears indicated were Messrs. Maffei, Wendling and Rosenthaler and Ms.ΜύWilm.
​
(2)
Reflects, for each of our Current PEO and our Former PEO, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscalΜύyears indicated as computed in accordance with ItemΜύ402(v) of RegulationΜύS-K and related SEC guidance, as set forth below:
​
​
Compensation actually paid to PEO and Non-PEO NEOs
​
​ ​ ​ ​
As Reported in Summary
Compensation Table(a)
​ ​
Equity Award Adjustments(b)
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Total
​ ​
Stock
Awards
​ ​
Option
Awards
​ ​
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
​ ​
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
​ ​
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
​ ​
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
​ ​
Total
Compensation
Actually Paid
​
​
Current PEO
​
​ 2023 ​ ​ ​ ​ 5,146,654 ​ ​ ​ ​ ​ (2,822,430) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (121,773) ​ ​ ​ ​ ​ 1,644,860 ​ ​ ​ ​ ​ (112,918) ​ ​ ​ ​ ​ 3,734,393 ​ ​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (2,926,974) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (5,662,379) ​ ​ ​ ​ ​ 971,684 ​ ​ ​ ​ ​ (829,349) ​ ​ ​ ​ ​ (3,487,264) ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ (6,841,422) ​ ​ ​ ​ ​ (5,948,895) ​ ​ ​ ​ ​ 7,408,385 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,613,067 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 12,457,043 ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​
Former PEO
​
​ 2023 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2022 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2021 ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ (10,923,797) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 5,401,003 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 9,414,897 ​ ​
​ 2020 ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ (3,218,805) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,815,762 ​ ​ ​ ​ ​ 2,253,001 ​ ​ ​ ​ ​ 20,640,817 ​ ​
​
Non-PEO NEOs
​
​ 2023 ​ ​ ​ ​ 1,582,600 ​ ​ ​ ​ ​ (564,487) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 399,967 ​ ​ ​ ​ ​ 622,383 ​ ​ ​ ​ ​ (88,696) ​ ​ ​ ​ ​ 1,951,767 ​ ​
​ 2022 ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (499,327) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (6,755,464) ​ ​ ​ ​ ​ 445,786 ​ ​ ​ ​ ​ (367,361) ​ ​ ​ ​ ​ (5,680,091) ​ ​
​ 2021 ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ (4,643,301) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,092,510 ​ ​ ​ ​ ​ (2,747,860) ​ ​ ​ ​ ​ 521,421 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,458,313 ​ ​
​ 2020 ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ (736,170) ​ ​ ​ ​ ​ (1,720,161) ​ ​ ​ ​ ​ 1,777,626 ​ ​ ​ ​ ​ 5,306,198 ​ ​ ​ ​ ​ 1,818,870 ​ ​ ​ ​ ​ 41,052 ​ ​ ​ ​ ​ 11,595,809 ​ ​
​
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(b)
The adjustments made to the fair value of equity awards in accordance with ItemΜύ402(v) of RegulationΜύS-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. Amounts with respect to our performance-based awards have been revised from those provided in our Definitive Proxy Statement on ScheduleΜύ14A with respect to our 2023 annual meeting of stockholders in accordance with SEC guidance released in SeptemberΜύ2023 to reflect that vesting occurred as of the last day of the performance year (which is the last day the NEOs were required to provide services to receive the awards) instead of the date our compensation committee certified the level at which the performance goals were achieved.
​
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
​
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscalΜύyears that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
​
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
​
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
​
(4)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in each of our SeriesΜύA and SeriesΜύB common stock (Nasdaq: QRTEA and QRTEB) from DecemberΜύ31, 2019 through DecemberΜύ31 of each covered fiscal year.
​
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Retail Index from DecemberΜύ31, 2019 through DecemberΜύ31 of each covered fiscal year.
​
(6)
Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year.
​
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.
Μύ Μύ Μύ
Company Selected Measure Name AdjustedOIBDA Μύ Μύ Μύ
Named Executive Officers, Footnote
(1)
Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO). On OctoberΜύ1, 2021, Mr.ΜύRawlinson succeeded Mr.ΜύGeorge as our Principal Executive Officer and remained our Principal Executive Officer through 2023 (our Current PEO). Our named executive officers other than our Principal Executive Officer (non-PEO NEOs) for each of the fiscalΜύyears indicated were Messrs. Maffei, Wendling and Rosenthaler and Ms.ΜύWilm.
Μύ Μύ Μύ
Peer Group Issuers, Footnote
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Retail Index from DecemberΜύ31, 2019 through DecemberΜύ31 of each covered fiscal year.
Μύ Μύ Μύ
Adjustment To PEO Compensation, Footnote
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscalΜύyears indicated as computed in accordance with ItemΜύ402(v) of RegulationΜύS-K and related SEC guidance, as set forth below:
​
​
Compensation actually paid to PEO and Non-PEO NEOs
​
​ ​ ​ ​
As Reported in Summary
Compensation Table(a)
​ ​
Equity Award Adjustments(b)
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Total
​ ​
Stock
Awards
​ ​
Option
Awards
​ ​
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
​ ​
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
​ ​
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
​ ​
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
​ ​
Total
Compensation
Actually Paid
​
​
Current PEO
​
​ 2023 ​ ​ ​ ​ 5,146,654 ​ ​ ​ ​ ​ (2,822,430) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (121,773) ​ ​ ​ ​ ​ 1,644,860 ​ ​ ​ ​ ​ (112,918) ​ ​ ​ ​ ​ 3,734,393 ​ ​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (2,926,974) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (5,662,379) ​ ​ ​ ​ ​ 971,684 ​ ​ ​ ​ ​ (829,349) ​ ​ ​ ​ ​ (3,487,264) ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ (6,841,422) ​ ​ ​ ​ ​ (5,948,895) ​ ​ ​ ​ ​ 7,408,385 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,613,067 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 12,457,043 ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​
Former PEO
​
​ 2023 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2022 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2021 ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ (10,923,797) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 5,401,003 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 9,414,897 ​ ​
​ 2020 ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ (3,218,805) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,815,762 ​ ​ ​ ​ ​ 2,253,001 ​ ​ ​ ​ ​ 20,640,817 ​ ​
​
Non-PEO NEOs
​
​ 2023 ​ ​ ​ ​ 1,582,600 ​ ​ ​ ​ ​ (564,487) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 399,967 ​ ​ ​ ​ ​ 622,383 ​ ​ ​ ​ ​ (88,696) ​ ​ ​ ​ ​ 1,951,767 ​ ​
​ 2022 ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (499,327) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (6,755,464) ​ ​ ​ ​ ​ 445,786 ​ ​ ​ ​ ​ (367,361) ​ ​ ​ ​ ​ (5,680,091) ​ ​
​ 2021 ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ (4,643,301) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,092,510 ​ ​ ​ ​ ​ (2,747,860) ​ ​ ​ ​ ​ 521,421 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,458,313 ​ ​
​ 2020 ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ (736,170) ​ ​ ​ ​ ​ (1,720,161) ​ ​ ​ ​ ​ 1,777,626 ​ ​ ​ ​ ​ 5,306,198 ​ ​ ​ ​ ​ 1,818,870 ​ ​ ​ ​ ​ 41,052 ​ ​ ​ ​ ​ 11,595,809 ​ ​
​
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(b)
The adjustments made to the fair value of equity awards in accordance with ItemΜύ402(v) of RegulationΜύS-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. Amounts with respect to our performance-based awards have been revised from those provided in our Definitive Proxy Statement on ScheduleΜύ14A with respect to our 2023 annual meeting of stockholders in accordance with SEC guidance released in SeptemberΜύ2023 to reflect that vesting occurred as of the last day of the performance year (which is the last day the NEOs were required to provide services to receive the awards) instead of the date our compensation committee certified the level at which the performance goals were achieved.
​
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
​
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscalΜύyears that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
​
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
​
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
Μύ Μύ Μύ
Non-PEO NEO Average Total Compensation Amount $ 1,582,600 $ 1,496,276 $ 6,235,544 $ 5,108,394
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,951,767 (5,680,091) 1,458,313 11,595,809
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscalΜύyears indicated as computed in accordance with ItemΜύ402(v) of RegulationΜύS-K and related SEC guidance, as set forth below:
​
​
Compensation actually paid to PEO and Non-PEO NEOs
​
​ ​ ​ ​
As Reported in Summary
Compensation Table(a)
​ ​
Equity Award Adjustments(b)
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Total
​ ​
Stock
Awards
​ ​
Option
Awards
​ ​
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
​ ​
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
​ ​
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
​ ​
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
​ ​
Total
Compensation
Actually Paid
​
​
Current PEO
​
​ 2023 ​ ​ ​ ​ 5,146,654 ​ ​ ​ ​ ​ (2,822,430) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (121,773) ​ ​ ​ ​ ​ 1,644,860 ​ ​ ​ ​ ​ (112,918) ​ ​ ​ ​ ​ 3,734,393 ​ ​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (2,926,974) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (5,662,379) ​ ​ ​ ​ ​ 971,684 ​ ​ ​ ​ ​ (829,349) ​ ​ ​ ​ ​ (3,487,264) ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ (6,841,422) ​ ​ ​ ​ ​ (5,948,895) ​ ​ ​ ​ ​ 7,408,385 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,613,067 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 12,457,043 ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​
Former PEO
​
​ 2023 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2022 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2021 ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ (10,923,797) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 5,401,003 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 9,414,897 ​ ​
​ 2020 ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ (3,218,805) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,815,762 ​ ​ ​ ​ ​ 2,253,001 ​ ​ ​ ​ ​ 20,640,817 ​ ​
​
Non-PEO NEOs
​
​ 2023 ​ ​ ​ ​ 1,582,600 ​ ​ ​ ​ ​ (564,487) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 399,967 ​ ​ ​ ​ ​ 622,383 ​ ​ ​ ​ ​ (88,696) ​ ​ ​ ​ ​ 1,951,767 ​ ​
​ 2022 ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (499,327) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (6,755,464) ​ ​ ​ ​ ​ 445,786 ​ ​ ​ ​ ​ (367,361) ​ ​ ​ ​ ​ (5,680,091) ​ ​
​ 2021 ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ (4,643,301) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,092,510 ​ ​ ​ ​ ​ (2,747,860) ​ ​ ​ ​ ​ 521,421 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,458,313 ​ ​
​ 2020 ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ (736,170) ​ ​ ​ ​ ​ (1,720,161) ​ ​ ​ ​ ​ 1,777,626 ​ ​ ​ ​ ​ 5,306,198 ​ ​ ​ ​ ​ 1,818,870 ​ ​ ​ ​ ​ 41,052 ​ ​ ​ ​ ​ 11,595,809 ​ ​
​
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(b)
The adjustments made to the fair value of equity awards in accordance with ItemΜύ402(v) of RegulationΜύS-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. Amounts with respect to our performance-based awards have been revised from those provided in our Definitive Proxy Statement on ScheduleΜύ14A with respect to our 2023 annual meeting of stockholders in accordance with SEC guidance released in SeptemberΜύ2023 to reflect that vesting occurred as of the last day of the performance year (which is the last day the NEOs were required to provide services to receive the awards) instead of the date our compensation committee certified the level at which the performance goals were achieved.
​
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
​
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscalΜύyears that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
​
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
​
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
Μύ Μύ Μύ
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_shareholderpoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_shareholdernonpoe-pn.jpg]
Μύ Μύ Μύ
Compensation Actually Paid vs. Net Income
Relationship Between Compensation Actually Paid and Net Income
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_netincomepoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_netincomenonpoe-pn.jpg]
Μύ Μύ Μύ
Compensation Actually Paid vs. Company Selected Measure
Relationship Between Compensation Actually Paid and Adjusted OIBDA
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_adjustedoibdapoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_adjustedoibdanonpoe-pn.jpg]
Μύ Μύ Μύ
Total Shareholder Return Vs Peer Group
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_shareholderpoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8847/bc_shareholdernonpoe-pn.jpg]
Μύ Μύ Μύ
Tabular List, Table
2023 Key Performance Measures
The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance.
Key Financial Performance Measures
Revenue
Adjusted OIBDA
Free Cash Flow
Μύ Μύ Μύ
Peer Group Total Shareholder Return Amount $ 159.36 118.02 169.06 140.54
Net Income (Loss) $ (94,000,000) $ (2,532,000,000) $ 421,000,000 $ 1,254,000,000
Company Selected Measure Amount 1,148 1,089 2,126 2,224
PEO Name Mr.ΜύRawlinson Μύ Μύ Μύ
Total Shareholder Return Amount, Series A Common Stock $ 23.73 $ 44.18 $ 205.99 $ 259.98
Total Shareholder Return Amount, Series B Common Stock $ 173 134.11 201.04 253.92
Measure:: 1 Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Name Revenue Μύ Μύ Μύ
Measure:: 2 Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Name Adjusted OIBDA Μύ Μύ Μύ
Non-GAAP Measure Description
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.
Μύ Μύ Μύ
Measure:: 3 Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Name Free Cash Flow Μύ Μύ Μύ
Mr. Rawlinson [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
PEO Total Compensation Amount $ 5,146,654 4,959,754 16,225,908
PEO Actually Paid Compensation Amount 3,734,393 (3,487,264) 12,457,043
Michael George [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
PEO Total Compensation Amount 14,937,691 10,790,859
PEO Actually Paid Compensation Amount 9,414,897 20,640,817
PEO | Mr. Rawlinson [Member] | Stock Awards Value In Summary Compensation Table (Grant Date Value) Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (2,822,430) (2,926,974) (6,841,422)
PEO | Mr. Rawlinson [Member] | Option Awards Value In Summary Compensation Table (Grant Date Value) Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (5,948,895)
PEO | Mr. Rawlinson [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 7,408,385
PEO | Mr. Rawlinson [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (121,773) (5,662,379)
PEO | Mr. Rawlinson [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 1,644,860 971,684 1,613,067
PEO | Mr. Rawlinson [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (112,918) (829,349)
PEO | Michael George [Member] | Stock Awards Value In Summary Compensation Table (Grant Date Value) Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (10,923,797) (3,218,805)
PEO | Michael George [Member] | Option Awards Value In Summary Compensation Table (Grant Date Value) Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount
PEO | Michael George [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount
PEO | Michael George [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount
PEO | Michael George [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 5,401,003 10,815,762
PEO | Michael George [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 2,253,001
Non-PEO NEO | Stock Awards Value In Summary Compensation Table (Grant Date Value) Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (564,487) (499,327) (4,643,301) (736,170)
Non-PEO NEO | Option Awards Value In Summary Compensation Table (Grant Date Value) Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount (1,720,161)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 2,092,510 1,777,626
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 399,967 (6,755,464) (2,747,860) 5,306,198
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount 622,383 445,786 521,421 1,818,870
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] Μύ Μύ Μύ Μύ
Pay vs Performance Disclosure Μύ Μύ Μύ Μύ
Adjustment to Compensation, Amount $ (88,696) $ (367,361) $ 41,052