LBTYA Liberty Global Ltd

EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

We are an international converged broadband internet, video, fixed-line telephony and mobile services company. We are focused on building a strong convergence of fixed and mobile communication opportunities, and we are constantly striving to enhance and simplify our customers’ lives through quality services and products that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose. To that end, we deliver market-leading products through next-generation networks that connect customers subscribing to 49.3 million (at December 31, 2020) broadband internet, video, fixed-line telephony and mobile services across our brands, including customers served through our 50/50 joint venture with Vodafone PLC in the Netherlands. Our primary consolidated business operations are located in the U.K., Ireland, Belgium, Switzerland, Poland and Slovakia. We also have significant investments in ITV plc, Skillz Inc., All3Media Group, Univision Holdings Inc., CANAL+ Polska S.A. (formerly known as ITI Neovision S.A.), EdgeConneX Inc., Lions Gate Entertainment Corp, the Formula E racing series and several regional sports networks. 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, technology innovation and product convergence and prudent capital structure management.

In this section, we provide an overview of our compensation process and philosophy, and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance of our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters.

Named Executive Officers. Compensation information is provided for our NEOs — Michael T. Fries, our CEO and also a member of our board of directors; Charles H.R. Bracken, our chief financial officer; and our three other most highly compensated executive officers at the end of 2020: Bryan H. Hall, our general counsel and secretary, Enrique Rodriguez, our chief technology officer, and Andrea Salvato, our chief development officer. After the information on our NEOs, we also provide information relating to the compensation of our non-executive directors.

International Regulations. We are subject to the disclosure requirements of the SEC in the U.S. and the Companies Act in the U.K. In some respects the disclosure requirements in these jurisdictions overlap or are otherwise similar and in other respects they are different, requiring distinct disclosures. The —Compensation Discussion and Analysis below includes disclosure required by the SEC and in certain respects the Companies Act, and the Directors’ Remuneration Report in Appendix A to this proxy statement includes disclosure required by the Companies Act. The Directors’ Remuneration Report will also form part of the U.K. Report and Accounts and should be read in conjunction with the —Compensation Discussion and Analysis below.

The Directors’ Remuneration Report is provided in response to U.K. regulations regarding our directors’ compensation disclosure (or directors’ remuneration report). These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (who is an executive director) Mr. Fries, at least once every three years and an annual advisory vote on our prior year’s compensation paid to our directors. These regulations are in addition to the regulations we are subject to as a NASDAQ listed company with respect to, among other things, submitting our compensation policy for our NEOs to an advisory vote of our shareholders at least once every three years. At our 2020 AGM, our shareholders approved our compensation policy for our directors, the 2019 compensation paid to our directors and our compensation policy for our NEOs as required under the foregoing respective regulations.

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.

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The primary goals of our executive compensation program are to:

2020 Business Highlights

We invest in the infrastructure and digital platforms that empower our customers to make the most of the video, internet and communications revolution. Our substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks. Our 2020 operating and financial performance is reported publicly on the basis of our continuing operations. For information regarding rebased growth, Adjusted EBITDA, operating free cash flow (OFCF) and free cash flow (FCF) calculations, including required reconciliations, please see our February 15, 2021 earnings release for the year ended December 31, 2020 (Year End Earnings Release). During 2020, we stopped using the term operating cash flow, or “OCF”, and replaced it with “Adjusted EBITDA.” As we define the term, Adjusted EBITDA has the same meaning as OCF had previously. Adjusted EBITDA is defined as revenue less operating costs and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)). OFCF is defined as Adjusted EBITDA less property and equipment additions.

The year 2020 was transformational for the company as we announced highly accretive transactions in Switzerland and the U.K., creating fixed mobile champions in two of our core markets and unlocking nearly $11 billion of synergies on a net present value basis. In navigating the worldwide pandemic, our fibre-rich networks more than stood up to the challenge, delivering high-speed connectivity to our customers. Despite the impact of the pandemic, we were able to meet or exceed all of our guidance metrics in 2020. In summary our business highlights are as follows:

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Compensation Structure—Pay for Performance

We place great importance on our ability to attract, retain and motivate talented executives who can be responsive to new and different opportunities for our company and thereby create value for our customers and shareholders. We believe that our executive compensation program plays a key role in that endeavor. Each of our NEOs received annual performance bonus awards and multi-year performance-based equity incentive awards in 2020 as part of their total compensation packages. These awards provide a direct link between pay and performance under our executive compensation program. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executives’ overall influence and impact on our company’s financial and operational performance, the executives’ performance history, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation programs to strengthen the link between executive and shareholder interests.

Compensation Discussion and Analysis

Overview of Compensation Process

The compensation committee of our board of directors 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. The 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 of directors on annual compensation decisions and on the administration of existing programs and development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ rules), “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986 and the regulations and interpretations promulgated thereunder (the Code)).

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 members of senior management in a variety of ways, including recommending annual salary increases, annual performance goals and the level of target and/or maximum performance awards for the executive team and evaluating their performance. With the assistance of our human resources 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 various 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 decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of company and NEO performance. From time to time, the compensation committee may retain a compensation consultant to

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assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 2020 annual general meeting, shareholders representing a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. As a result of that vote, the compensation committee did not implement significant changes in the overall executive compensation program.

In 2020, the compensation committee engaged Pearl Meyer & Associates as an independent third-party consultant to review certain retrospective equity awards and potential prospective equity compensation plans and awards. The committee did not expressly consider any specific comparator data in connection with its evaluation of their compensation for 2020. The compensation committee does not specifically target compensation levels at any particular percentile of a comparator group.

Compensation Philosophy and Goals

The compensation committee has three primary objectives with respect to executive compensation—motivation, retention and value creation for our shareholders.

Our performance-based compensation programs provide for 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 performance-based, with a significant portion of total compensation delivered in the form of multi-year performance-based equity incentive awards. The following chart shows the percentage of the average of the NEOs’ 2020 target total compensation that is allocable to base salary, target annual performance bonus awards and multi-year equity incentive awards in the form of restricted share units (RSUs) and share appreciation rights (SARs).

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2020 Total Average Direct Compensation Opportunity for NEOs

In approving the level of each compensation element for our executive officers each year, the compensation committee considers a number of factors, including:

Long-Term Contracts

The compensation committee believes that long-term fixed contracts with senior executives promote stability in management and achievement of Liberty Global’s strategic objectives. The contracts include customary non-compete and non-solicitation clauses after an executive’s employment term is ended and provide for customary notice periods from the executive should he or she resign from service. Notice may be six months or more in European contracts. Our CEO and the other NEOs are subject to employment agreements, which are described below in —Employment and Other Agreements.

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 target annual performance bonus award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.

2020 Liberty Global Response Fund

In April 2020, the company announced the formation of a Liberty Global Response Fund intended to help employees and their families who have been significantly affected by the COVID-19 crisis. The program was funded initially by the company’s executive leadership team and board of directors who donated $2 million out of their 2020 salaries and director fees via voluntary salary and fee reductions. This amount included $1 million from our CEO, Michael Fries, 10% of salary reductions from our other NEOs from April 1 to year-end, 10% of director fee reductions from April 1 to year-end in the case of our non-executive directors, and, in the case of Mr. Malone, who does not receive a director fee, a reduction in his reimbursement allowances in an amount that is equal to the reductions of other directors. The company also agreed to match all donations to the fund, which brought the total amount available to employees to $4 million.

Since launching in May 2020, the Liberty Global Response Fund has distributed 2,300 grants ranging from $1,000 to $3,500 to employees from 10 different countries. The program has been a source of pride and comfort for all employees in a year in which many have faced challenges arising from the COVID-19 pandemic.

Elements of Our Compensation Packages

The implementation of our compensation approach—generally and for 2020 specifically—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 based on increased responsibilities, company-wide budgets and increases in the cost of living. Salaries have to take into account multiple factors such as ability to attract and retain an executive, market data, place of living, exchange rates, relative salaries among senior management, benefits, complexity of the position and salary at prior place of employment, among other considerations.

2020 Base Salaries. In March 2020, consistent with the annual salary increases for corporate-level employees in general, our compensation committee approved a 2.5% increase in the base salaries for certain NEOs, resulting in a base salary of $2,563,000 for Mr. Fries, £862,000 ($1,105,687) for Mr. Bracken, $1,099,000 for Mr. Hall and $1,051,000 for Mr. Rodriguez. These increases were in-line with the budget authorization of 2.5% given to each department and business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. Mr. Salvato’s base salary was increased to £685,000 ($878,656), representing an increase of 44.2% in addition to the 2.5% standard increase. The 2020 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2020. As discussed above, these salaries were reduced by contributions made to the Liberty Global Response Fund of $1 million by Mr. Fries, £64,650 ($82,927) by Mr. Bracken, $82,425 by Mr. Hall, $78,825 by Mr. Rodriguez and £51,375 ($65,899) by Mr. Salvato.

Annual Performance Bonus Awards

General. Annual performance bonus awards granted pursuant to the Liberty Global 2014 Incentive Plan (as amended and restated effective June 11, 2019) (the 2014 Incentive Plan) 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.

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Generally, during its first meetings following the end of each fiscal year, the compensation committee together with our CEO, reviews 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 performance program and his recommendations with respect to their bonuses. The compensation committee then determines, in a private session, whether our CEO has met his individual performance goals for the year and the amount to be paid to him with respect to his annual bonus. 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 annual bonuses. Generally at the outset of each fiscal year, the compensation committee approves the terms of the annual performance bonus program for the current year, including the individual performance goals for our CEO and each of the other NEOs for the coming year.

In connection with our annual performance bonus program, we have encouraged increased share ownership among senior management, including our NEOs, in our various countries and corporate operations, aligning incentives among employees and shareholders. As a result, the compensation committee has implemented a shareholding incentive plan (SHIP) that allows senior management to elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. A participant who elects to receive shares in respect to all or a portion of their annual bonus will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. The RSUs will vest one year after the grant date, provided the participant holds all of the shares issued in lieu of an annual bonus cash payment through that period. The number of ordinary shares granted will be based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the bonus is paid and delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. The compensation committee may also elect to issue Liberty Global Class B shares under the SHIP. This option to receive and hold shares commenced with the 2018 annual performance bonus program.

Design of 2020 Annual Bonus Program. In approving the 2020 annual performance bonus program (the 2020 Annual Bonus Program) the compensation committee followed the general design of the 2019 annual performance bonus program. As with the 2019 annual performance bonus program, the 2020 Annual Bonus Program had two financial and two operational performance metrics, which were selected to ensure that management would be focused on multiple key performance metrics. One key difference between the 2020 Annual Bonus Program and the 2019 program was a replacement of the individual annual performance rating (APR) multiplier with a discretionary special contribution component based on exceptional individual performance and special contributions. The 2020 target achievable performance bonus awards were $2.5 million for each of Messrs. Bracken, Hall and Rodriguez and $2.0 million for Mr. Salvato. As provided in Mr. Fries’ employment agreement, his target achievable award was $15.25 million.

The key elements of the 2020 Annual Bonus Program were:

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The same general design was also implemented with similar performance metrics and weightings for the 2020 bonus programs for approximately 1,460 employees in our corporate offices in the U.K., the U.S. and the Netherlands.

Payout Calculation Methodology: Financial

Payout Calculation Methodology: rNPS

Department Performance Metric

The department performance metric is based on goals and objectives submitted by each member of senior management, including our NEOs. These goals and objectives were reviewed and approved by our CEO and the compensation committee. Maximum payout of the department metric is 100% of the weighted portion (20%) and no additional payout for over-performance.

The total payout based on the above performance metrics would represent the sum of the percentages derived by multiplying 30% times the respective payout percentage for revenue and 30% times the respective payout percentage for OFCF, plus the percentage derived by multiplying 20% times the payout percentage for rNPS, plus the department metric percentage, with a maximum payout of 140%. If applicable, the discretionary special contribution component amount based on exceptional individual performance and special contributions would then be added to the total payout number in order to determine the final payout.

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The compensation committee considered the following when it approved this design for the 2020 Annual Bonus Program:

2020 Annual Bonus Program Performance. At its meeting on February 16, 2021, the compensation committee reviewed the actual consolidated revenue and OFCF for 2020 based on our audited 2020 financial results and our rNPS score. It also considered whether to exercise its discretion to increase or reduce the amount payable to any of our NEOs while considering input received from the CEO for his direct reports. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2020 financial performance, the performance of the NEO’s department against specific goals and the individual NEO’s performance overall as compared to his 2020 performance goals, taking into account the payout schedules for the performance metrics and individual performance. Evaluation of individual performance also took into account limitations and restrictions due to COVID-19 and its impact on the company, its employees and customers during the calendar year 2020, where, notwithstanding the pandemic, the company managed to execute two significant M&A transactions in the U.K. and Switzerland and managed to achieve financial and performance levels and customer service levels despite the challenges.

Financial, Operational and Departmental Performance

The compensation committee first considered the percentage of budgeted revenue and budgeted OFCF achieved in 2020. For this purpose, the 2020 budget was adjusted in accordance with the terms of the 2020 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These revisions included adjustments: (1) for the positive and negative impacts of the COVID-19 pandemic, (2) to reflect consistent foreign currency exchange translations, (3) for certain strategic capital allocation decisions, and (4) for the impacts of certain acquisitions and dispositions and related matters, including integration costs. In the aggregate, these adjustments resulted in a net decrease of budgeted revenue to $11.6 billion and a net decrease of budgeted OFCF to $2.1 billion. Actual adjusted 2020 revenue was 100.7% of the adjusted budget and actual adjusted 2020 OFCF was 102.6% of the adjusted budget on a consolidated basis. The rNPS score was above the target zone. In summary, all adjustments made were consistent with the terms of the program and past practice.

The compensation committee reviewed the achievements of each department against such department’s stated goals and objectives. The department performance goals consisted of achievement of each department’s 2020 operating and capital expenditure budgets, driving employee engagement, and other qualitative measures tailored to each department’s role within our company. Below is a brief description of the goals and objectives of the departments of which our NEOs are members.

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In the evaluation of each department’s performance in 2020, the compensation committee considered the various achievements by each department, including how these actions affected the performance of our company’s operations. The compensation committee determined that the departments of each NEO met their overall goals and objectives for 2020 and approved a payout of 100% of the department component of the overall annual bonus.

The compensation committee approved the percentage payout for performance against financial, operational and departmental metrics for each of the NEOs as set forth in the table below.

Individual Performance and Special Contributions

At its February 16, 2021 meeting, the compensation committee considered each NEO’s performance against individual performance goals. The individual performance goals consisted of numerous qualitative measures, which included strategic, financial, transactional, organizational and/or operational goals tailored to the individual’s role within our company. Over achievement of individual performance goals can increase the amount of the bonus earned.

Our CEO’s performance goals included both financial and operational targets, functional objectives in each of the core departments and support our board in fulfilling its responsibilities, as well as personal development. The financial metrics focused on driving costs efficiencies based on our 2020 budget. In the evaluation of his 2020 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments as compared to those objectives. Overall, the compensation committee determined that Mr. Fries demonstrated outstanding leadership of the company in all respects and exceeded his objectives for 2020. In this regard, the compensation committee noted that we had a number of significant accomplishments in 2020 under the leadership of Mr. Fries, including the completion of the acquisition of Sunrise Communications Group AG, as well as the agreement to form a 50:50 joint venture combining Virgin Media’s operations in the U.K. with Telefonica SA’s mobile business in the U.K., which remains subject to certain conditions, including competition clearance by the applicable regulatory authorities. In addition, various key initiatives were accomplished under his leadership, including expansion of our footprint through our large scale “lightning” new build program in the U.K., delivery on customer propositions, increased collaboration across businesses, setting of the strategic vision for our company, progress in delivering fixed-mobile convergence across our footprint and cost efficiencies through transformation and procurement savings. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-

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making and management, in-depth knowledge of our multi-national operations and complex 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. Mr. Fries provided key leadership, hands-on expertise where it mattered and motivational support in managing the senior executive team and employees in general.

With respect to the individual performance of our other NEOs, the compensation committee reviewed their performance with our CEO, giving deference to our CEO’s evaluation of their performance against their respective 2020 performance goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the board of directors and events planned for the directors, and those interactions assist in informing their judgment. The individual performance goals for the other NEOs related to their respective functional or operational areas of responsibility. Mr. Bracken’s goals related to treasury, accounting, capital allocation, finance function and operating cost efficiencies, optimizing company processes, managing our company’s capital structure and supporting development of new business initiatives and key M&A activities. Mr. Hall’s goals related to technical and legal support in execution of complex M&A, finance and tax matters, driving key regulatory and government affairs initiatives, improvements in external communications, overhead cost reductions and continued commercial legal efficiency measures. Mr. Rodriguez’s goals related to delivering on product initiatives in key areas, including improving quality of services and expanding key connectivity enhancements, improving efficiencies of capital expenditures, management of cybersecurity, privacy and compliance issues in multinational IT services, and simplification and reorganization of T&I, including delivering against key cost saving initiatives. Mr. Salvato’s goals related to execution of significant M&A transactions, developing an investment framework and landscape for new investment opportunities, managing the existing portfolio of minority investments, evaluating, tracking and executing fixed-mobile convergence opportunities in our existing markets and development and management of our content based investments and strategies. In each case, the compensation committee also considered how these goals were affected by the size and complexity of our company. In light of our company’s accomplishments, as highlighted above in —Executive Summary—2020 Business Highlights, the compensation committee and Mr. Fries determined that each executive met or exceeded their objectives for 2020 and had outstanding performance taking into account all the variables, the pandemic and the competitive landscape.

The compensation committee considered the company’s financial, operational and departmental performance, as well as each NEO’s individual performance, overall contributions and CEO’s recommendation in determining the earned bonus amounts. The compensation committee determined that Mr. Fries over-performed on his individual objectives, but at Mr. Fries’ direction, the compensation committee allocated any additional earned bonus amount he would have been paid to other executives in the executive leadership team.

The compensation committee approved payment of 2020 earned bonus amounts to our executive officers, including our NEOs, and certain other officers and key employees in the form of 60% cash and 40% ordinary shares of Liberty Global. Mr. Hall had previously elected to participate in our deferred compensation plan with respect to all cash that he would receive and, therefore, after tax he received ordinary shares only, net of withholding. Mr. Rodriguez had previously elected to participate in our SHIP and that election meant that, after tax, he received more ordinary shares than the 40% described above. The other NEOs had withholding rates above 40% and, therefore, received cash only after taking into account their applicable withholding for tax purposes. The number of ordinary shares actually granted were based on each employee’s tax election, SHIP

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election, deferred compensation election and the closing prices of our Liberty Global Class A and Liberty Global Class C shares on March 12, 2021, and were delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. Mr. Hall and Mr. Rodriguez’s ordinary shares were treated as SHIP election shares and, accordingly, they received a grant of “premium” RSUs for the number of shares representing 12.5% of the shares actually issued to them in the 2020 Annual Bonus Program. As per the SHIP, the premium RSUs will vest on March 1, 2022, if the NEO retains the ordinary shares received in the 2020 Annual Bonus Program until that vesting date. The SHIP aspect of the Annual Bonus Program was launched in 2018 to encourage increased share ownership among senior management across our company.

The amounts paid to our NEOs under the 2020 Annual Bonus Program in shares and cash are reflected in the Summary Compensation Table below under the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns, respectively.

Equity Incentive Awards

General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, have historically represented 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. The compensation committee sets a target annual equity value for each executive each year.

Prior to 2020, the compensation committee’s approach was to allocate approximately two-thirds of the target annual equity value in the form of performance-based restricted share units (PSUs) and approximately one-third in the form of SARs. SARs were granted with a four-year vesting schedule and a standard term of seven years before expiration for SARs granted prior to 2019 and, commencing with SARs granted in 2019, a standard term of ten years before expiration, aligning with customary market practices. Upon exercise of a SAR, the company issues an amount of shares representing the appreciation value over the base price, adjusted for applicable tax withholding. Accordingly the actual number of shares delivered upon exercise of SARs will be less than the face amount granted.

In connection with awards of PSUs, the compensation committee selects one or more performance measures for the ensuing two-year performance period. For the PSUs awarded to date, the compensation committee has selected as the performance measure growth in consolidated Adjusted EBITDA, as adjusted for certain specified events that affect comparability, such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles. In choosing Adjusted EBITDA growth as the performance measure, the compensation committee’s goal has been 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. Our compensation committee also sets the performance targets corresponding to the selected performance measure(s), including minimum performance thresholds and setting maximum payouts for over-performance. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance. Earned PSUs will then vest in two equal installments on April 1 and October 1 of the year following the end of the applicable performance period. The PSU awards are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events.

Beginning in 2020, the compensation committee’s approach was modified such that sixty percent of the target annual equity value is delivered in RSUs and forty percent in SARs. This change from utilizing RSUs instead of PSUs reflects the company’s current state of significant evolution via acquisitions, dispositions and the like, resulting in difficulty formulating relevant and precise multi-year performance measures. The RSU and SAR awards vest in three equal installments on each May 1 following the grant. The other terms of the SARs are unchanged, with a standard term of ten years before expiration.

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In adopting its general approach to equity incentive compensation, the compensation committee has made the following observations:

Decisions for 2019 PSUs. In accordance with our equity incentive program, in April 2019, the compensation committee made the annual equity grant which consisted of time vested SARs representing approximately one-third of the total annual target equity value per participant and PSUs representing approximately two-thirds of the total annual target equity value. The 2019 grant of PSUs had a two-year performance period from January 1, 2019 to December 30, 2020, with the performance metric for determination of payout being achievement of a target Adjusted EBITDA compound annual growth rate (CAGR) of 1.38%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee:

The compensation committee determines the actual payout by “straight-line interpolation” if our actual Adjusted EBITDA CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual Adjusted EBITDA CAGR for the performance period is calculated by comparing 2020 consolidated Adjusted EBITDA, against 2018 consolidated Adjusted EBITDA, as adjusted for events during the performance period such as changes in foreign currency exchange rates and accounting principles or policies and any other event that the compensation committee determines has the effect of distorting performance against the target Adjusted EBITDA CAGR. At the January 28, 2021 meeting of our compensation committee, the compensation committee reviewed the calculations of 2018 and 2020 consolidated annual Adjusted EBITDA and the resulting Adjusted EBITDA CAGR, as adjusted pursuant to the terms of the 2019 PSU grant agreements and determined that less than 50% of the target Adjusted EBITDA CAGR had been achieved. Given a number of considerations, the committee felt this result distorted the actual performance of the company and the employees over the performance period and would provide a disincentive for continued key employee engagement during a critical time for the company. The compensation committee took into account the following factors in determining whether to use its discretion to approve a payout on the 2019 PSUs:

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Based on the foregoing, the compensation committee determined to exercise its discretion pursuant to the 2014 Plan terms and provide for the payouts described below, which would have been 65% of the target 2019 PSUs, in order to reward the foregoing achievements throughout the performance period and incentivize continued engagement and high performance by employees. The actual number of shares delivered to an NEO were subject to applicable tax withholding. One-half of the earned 2019 PSUs vested on April 1, 2021 and the balance will vest on October 1, 2021.

2020 Equity Incentive Awards. In accordance with our equity incentive program, the compensation committee established a new three-year, long-term equity incentive plan covering the three-year period ending May 1, 2023. Developing a specific two-year company-wide performance plan would be difficult given the recent divestitures of businesses across continental Europe and the potential significant transaction in the U.K., which was under consideration at the time the 2020 plan was put in place. The compensation committee elected to change the historical approach of providing PSUs based upon a specific performance plan together with SARs to a plan incorporating RSUs and SARs. Pursuant to the 2020 plan, sixty percent of the target annual equity value was delivered in RSUs and forty percent in SARs. The RSUs and SARs are each issued in ordinary shares of the company at a ratio of one-third Class A and two-thirds Class C. The 2020 RSUs and SARs are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events, and as indicated above, the RSUs and the SARs are subject to annual time-vesting over a three-year service period vesting on May 1 of each year in equal installments.

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The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee and the grants of RSUs and SARs made to them in April 2020.

The 2020 RSU awards and the SAR awards of our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively.

Extension of SARs Granted in 2013. In April 2020, the compensation committee and the board of directors extended the expiration date of SARs and director options issued in 2013 from the seventh anniversary to the tenth anniversary of the original grants to align with current company and industry practice and to further incentivize the achievement of the company’s objectives. Our chairman’s 2013 options required no adjustment. There was no change to the exercise prices of the 2013 SARs and director options. They have exercise prices ranging from $27.71 to $32.20 in Class A ordinary shares and $25.84 to $31.76 in Class C ordinary shares. For the company’s executive officers and directors, the exact number of SARs and their exercise prices are shown in Form 4 filings previously made.

2021 Developments

In April 2021, the compensation committee and the board of directors extended the expiration date on SARs and director options granted in 2014 and 2015 from the seventh anniversary to the tenth anniversary of the original grants to align with current company and industry practice and to further incentivize the achievement of the company’s objectives. There was no change to the exercise prices of the 2014 and 2015 SARs and director options. They have exercise prices ranging from $32.37 to $34.44 (for 2014) and $42.01 to $44.46 (for 2015) in Class A ordinary shares and from $30.81 to $33.06 (for 2014) and $40.52 to $41.41 (for 2015) in Class C ordinary shares. For the company’s executive officers, the exact number of SARs and their exercise prices are shown in Form 4 filings previously made.

Share Ownership Policy

Our compensation committee has established an Executive Share Ownership Policy, as amended and restated, 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 ordinary shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:

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 two years of the policy’s effective date. New executive and

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senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of ordinary shares owned by an executive, the policy includes the value of ordinary shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested ordinary shares held in the officer’s account in the 401(k) Plan, 50% of the value of vested options and SARs using a valuation methodology generally consistent with the company’s accounting practice for valuing the relevant awards (which uses Black-Scholes valuation methodology) and 50% of the value of any earned but unvested PSUs.

As of April 8, 2021, the value of the ordinary shares owned by our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, all employees subject to the policy were in compliance with the terms of the policy.

Deferred Compensation

Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers and who are designated as participants 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., Liberty Global contributes to its defined contribution 401(k) 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 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.

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 in scope and fall into the following principal categories: limited personal use of our corporate aircraft; an annual auto allowance or use of a company auto for our executive officers; reasonable legal expenses in connection with employment agreements; an executive health plan; and charitable giving by Liberty Global.

Under our aircraft policy, our CEO, other executive officers and certain senior officers, with our CEO’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the incremental costs incurred, plus applicable taxes. Pursuant to his employment agreement, the annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. As approved by the compensation committee, beginning in 2017, the annual flight hours for Mr. Bracken’s personal use of our aircraft is 25 hours per year without cost reimbursement. 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) a method based on the Standard Industry Fare Level rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers) or (b) as agreed with the U.K. tax authority periodically, a cost base valuation for personal use and the marginal cost for guests (in the case of U.K. taxpayers). 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.

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The methods we use to determine our incremental cost attributable to personal use of our corporate aircraft are described in the notes to the Summary Compensation Table below. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase costs of aircraft, and costs of maintenance and upkeep.

Annual auto allowances for employees are a standard benefit in Europe, and in order to align basic compensation with executives in the U.S., we have extended this allowance to some U.S. based executives. 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. Our NEOs also participate in various benefit plans offered to all salaried employees in the applicable country of employment. Our CEO generally reviews and directs the charitable giving by our company.

We provide reimbursement of reasonable legal expenses to some executives, including NEOs, in connection with the negotiation and execution of their employment agreements, on a case-by-case basis. In Mr. Rodriguez’ case, the amount was capped. In Mr. Hall’s case, he did not use outside counsel so there was no actual reimbursement. In Mr. Fries’ case, given the complexity of the agreement and relevant securities regulations, the reimbursement includes consultation with counsel on some post-execution issues as well.

Recoupment Policy

The terms of our PSU awards and our annual performance bonus awards for executive officers provide 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 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

Each of our NEOs (including our CEO) are entitled to post-employment benefits under their employment agreements. See —Employment and Other Agreements below. Otherwise, they are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Liberty Global 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) and the 2014 Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2005 Incentive Plan and the 2014 Incentive Plan provide 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 and RSU awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU and RSU 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. Awards 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. For details regarding the acceleration of our CEO’s awards in connection with a change-in-control event please see the description of the Fries Agreement under —Employment and Other Agreements.

The compensation committee believed 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

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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

The compensation committee approves the annual equity incentive awards around April 1 of each year. This timing allows the awards to be aligned with long-range benchmarking, annual performance reviews, annual bonus determinations and our company’s financial reporting calendar. The current practice is for the exercise price or base price of option and SAR grants to be set at the respective closing prices of the applicable class of our ordinary shares on the grant date, which is the date of the compensation committee meeting on or around April 1 of the same year.

For purposes of determining the number of Liberty Global Class A and Liberty Global Class C PSUs, RSUs and SARs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee adopted a policy of using the average of the closing prices of such shares for a 5 day trading period ending on the second trading day preceding the date of the committee meeting at which the grants are approved.

Summary Compensation

The Summary Compensation table below sets forth information concerning the compensation of our named executive officers for fiscal years 2020, 2019 and 2018.

CEO & NEO Compensation Generally

The Summary Compensation table below includes in the “total” compensation column for the CEO and each NEO future unearned compensation in the form of equity awards that are subject to time vesting and performance conditions, which may not be paid (if at all) for several years, and the figures assume 100% performance and certain levels of stock appreciation. These amounts are aggregated into a single year lump sum amount, which was not in fact paid in the year in question.

The Summary Compensation table below uses grant date fair values for the equity awards which assumes 100% performance and vesting, as well as stock appreciation, and may not reflect actual compensation received or realized. Market conditions could significantly impact actual outcomes.