DEF 14A 1 lla2020proxystatement.htm DEF 14A Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material Pursuant to § 240.14a-12
Liberty Latin America Ltd.

 
(Name of Registrant as Specified In Its Charter)
N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:

 
(2)
Aggregate number of securities to which transaction applies:

 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 
(4)
Proposed maximum aggregate value of transaction:

(5)
Total fee paid:
 
 ¨    Fee paid previously with preliminary materials.

 
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:

(2)
Form, Schedule or Registration Statement No.:
 

 
(3)
Filing Party:

 
(4)
Date Filed:





la2019proxyimage1a05.jpg
LIBERTY LATIN AMERICA LTD.
Clarendon House,
2 Church Street,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000
October 21, 2020
Dear Shareholder:
You are invited to attend the 2020 Annual General Meeting of Shareholders of Liberty Latin America Ltd. to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on Thursday, December 3, 2020, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA.
In order to attend the Annual General Meeting, you must register in advance at www.proxydocs.com/LILA prior to 5:00 p.m. New York City time on December 1, 2020. Upon completion of your registration, you will receive further instructions via email approximately one hour prior to the start of the meeting, including a unique link that will allow you to access the meeting and to submit questions during the meeting. Shareholders will only be able to attend the Annual General Meeting in person via the live audio-only webcast. At the Annual General Meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of Annual General Meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2020 Annual General Meeting of Shareholders, please read the enclosed proxy materials and then promptly vote via the internet or telephone or, by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your continued support and interest in Liberty Latin America Ltd.
Very truly yours, 
 
a2019proxyimage2a05.jpg
 
Michael T. Fries
Executive Chairman
Liberty Latin America Ltd.



The Notice of Internet Availability of Proxy Materials relating to the Annual General Meeting is first being mailed on or about October 22, 2020, and the proxy materials relating to the Annual General Meeting will first be made available on or about the same date.




a2019proxyimage1a05.jpg
LIBERTY LATIN AMERICA LTD.
Clarendon House,
2 Church Street,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be Held on December 3, 2020
NOTICE IS HEREBY GIVEN of the 2020 Annual General Meeting of Shareholders (the AGM) of Liberty Latin America Ltd. (Liberty Latin America) to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on Thursday, December 3, 2020, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA. At the Annual General Meeting, our shareholders will consider and vote on the following proposals:
1.
A proposal (which we refer to as the director election proposal) to elect Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould to serve as Class III members of our board of directors until the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal; and
2.
A proposal (which we refer to as the auditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize our board of directors, acting by the audit committee, to determine the independent auditors remuneration.
You may also be asked to consider and vote on such other business as may properly come before the AGM.
All shareholders of Liberty Latin America are cordially invited to attend the AGM via the live audio-only webcast. Holders of record of our Class A common shares, par value $0.01 per share, and Class B common shares, par value $0.01 per share, in each case, issued and outstanding as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on October 14, 2020, the record date for the AGM, will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM. The holders of record of our Class C common shares, par value $0.01 per share, are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.
Our board of directors has unanimously approved each proposal and recommends that you vote “FOR” the election of each director nominee and “FOR” the auditors appointment proposal.
Votes may be cast in person at the AGM via the live audio-only webcast or by proxy prior to the AGM by telephone, via the internet or by mail.



YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the AGM.

 
 
 
By Order of the Board of Directors,
 
 
wintera04.jpg
 
 
 
John M. Winter
 
Senior Vice President, Chief Legal Officer and Secretary
Denver, Colorado
October 21, 2020
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE AGM, PLEASE VOTE BY PROXY PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.




TABLE OF CONTENTS
 
Page

PROXY STATEMENT
 
Notice and Access of Proxy Materials
 
Voting Matters and Board Recommendations

QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

CORPORATE GOVERNANCE
 
Code of Conduct and Code of Ethics
 
Director Independence
 
Board Composition
 
Board Leadership Structure
 
Board Role in Risk Oversight
EXECUTIVE OFFICERS
BOARD AND COMMITTEES OF THE BOARD
 
Committees of the Board
 
Board Meetings
 
Shareholder Communication with Directors
 
Executive Sessions
 
Involvement in Certain Proceedings
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Security Ownership of Certain Beneficial Owners
 
Security Ownership of Management
 
Change in Control
 
Section 16(a) Beneficial Ownership Reporting Compliance
PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSAL
 
The Board
 
Vote and Recommendation
 
Nominees for Election of Directors
 
Directors Whose Term Expires in 2020
 
Directors Whose Term Expires in 2021
 
Directors Whose Term Expires in 2022
PROPOSAL 2 - THE AUDITORS APPOINTMENT PROPOSAL
 
Vote and Recommendation
 
Audit Fees and All Other Fees
 
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
 
Executive Summary
 
Compensation Discussion and Analysis
 
Compensation Committee Report
 
Summary Compensation
 
Grants of Plan-Based Awards
 
Outstanding Equity Awards at Fiscal Year-End
 
Option Exercises and Stock Vested
 
Employment and Other Agreements
 
Aircraft Policy
 
Incentive Plans
 
Deferred Compensation Plan
 
Potential Payments upon Termination or Change in Control
 
Change in Control
 
CEO Pay Ratio
 
Director Compensation
 
2019 Compensation of Directors
EQUITY COMPENSATION PLAN INFORMATION TABLE
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
SHAREHOLDER PROPOSALS
ADDITIONAL INFORMATION

i


LIBERTY LATIN AMERICA LTD.
a Bermuda exempted company
Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda
(441) 295-5950 or (303) 925-6000

PROXY STATEMENT FOR THE

2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are furnishing this proxy statement in connection with the board of directors’ solicitation of proxies for use at our 2020 Annual General Meeting of Shareholders (the AGM) to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), via a live audio-only webcast on December 3, 2020, or at any adjournment or postponement of the AGM. At the AGM, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). We are soliciting proxies from holders of record as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on October 14, 2020, of our Class A common shares, par value $0.01 per share (LILA), and Class B common shares, par value $0.01 per share (LILAB). The holders of our Class C common shares, par value $0.01 per share (LILAK, together with LILA and LILAB, our common shares), are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM. This proxy statement is also being made available to holders of LILAK.
Under Bermuda law, holders of a company’s common shares are referred to as “members,” but for convenience, they are referred to in this proxy statement as “shareholders.” In this proxy statement, the terms “we,” our,” our company and “us” refer, as the context requires, to Liberty Latin America Ltd. (Liberty Latin America) or collectively to Liberty Latin America and its subsidiaries.
On December 29, 2017, the split-off of our company (formerly a wholly-owned subsidiary of Liberty Global plc (Liberty Global)) from Liberty Global was completed (the Split-Off). Following the Split-Off, our assets and liabilities consisted of the businesses, assets and liabilities that were formerly attributed to Liberty Global’s “LiLAC Group,” which consisted largely of Liberty Global’s Latin America and Caribbean businesses (the LiLAC Group) including Cable & Wireless Communications Limited (C&W), VTR.com SpA, a then 60% ownership interest in Liberty Cablevision of Puerto Rico LLC (Liberty Puerto Rico) and related cash and cash equivalents and indebtedness. During 2018, we acquired the remaining 40% interest in Liberty Puerto Rico from Searchlight Capital Partners, as well as an 80% interest in Cabletica S.A., a leading cable operator in Costa Rica, from Televisora de Costa Rica S.A. in an all cash transaction. During 2019, we executed a definitive agreement to acquire AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands in an all-cash transaction valued at $1.95 billion on a cash- and debt-free basis, subject to certain adjustments (the AT&T Acquisition). In 2019, we also sold one of our subsidiaries, Cable & Wireless Seychelles, to a consortium of local investors for approximately $104 million on a cash- and debt-free basis (the Seychelles Disposition). During 2020, we executed a definitive agreement to acquire Telefonica S.A.’s wireless operations in Costa Rica in an all-cash transaction valued at $500 million on a cash- and debt-free basis.

Notice and Access of Proxy Materials
We have elected, in accordance with the Securities and Exchange Commission’s (the SEC) “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the e-proxy notice) to our shareholders and to post our proxy statement and our annual report to our shareholders (collectively, the proxy materials) electronically. The e-proxy notice is first being mailed to our shareholders on or about October 22, 2020. The proxy materials will first be made available to our shareholders on or about the same date.
The e-proxy notice instructs you how to access and review the proxy materials and how to submit your proxy via the internet or by telephone. The e-proxy notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

1


Voting Matters and Board Recommendations
The board of directors of Liberty Latin America (the Board) has unanimously approved each proposal and recommends that the holders of shares of LILA and LILAB (together, the voting shares):
1.
Vote “FOR” the proposal (which we refer to as the director election proposal) to elect Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould to serve as Class III members of our board of directors until the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal; and
2.
Vote “FOR” the proposal (which we refer to as the auditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.
The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on proposals.


2


QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement before voting.
When and where is the AGM?
The AGM will be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on December 3, 2020, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA.
Who may vote at the AGM and what is the record date for the AGM?
Holders of shares of LILA and LILAB, as recorded in our share register as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on October 14, 2020 (such date and time, the record date for the AGM), will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof (shareholders of record).
What is the purpose of the AGM?
At the AGM, you will be asked to consider and vote on each of the following:
1.
the director election proposal, to elect Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould to serve as Class III members of our board of directors until the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal; and
2.
the auditors appointment proposal, to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.
You may also be asked to consider and vote on such other business as may properly come before the AGM, although we are not aware at this time of any other business that might come before the AGM.
What constitutes a quorum at the AGM?
In order to conduct the business of the AGM, a quorum must be present. A majority of the total voting power of the issued and outstanding shares entitled to vote at the AGM must be present or represented by proxy in order to constitute a quorum. For purposes of determining a quorum, your voting shares will be included as represented at the AGM even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of voting shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those voting shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those voting shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See —What are ‘broker non-votes’ and how are they treated? below.
What are the requirements to elect the directors and approve each of the other proposals?
Each director nominee who receives a plurality of the combined voting power of the voting shares present in person via the live audio-only webcast or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, will be elected to office.
Approval of the auditors appointment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class.
If the auditors appointment proposal fails to receive the required affirmative vote of the majority of those present in person via the live audio-only webcast or proxy at the AGM solely by reason of broker non-votes or abstentions, the Board will nevertheless take note of the positive indication given by the receipt of an affirmative majority of the votes cast and proceed accordingly.

3


How does the Board recommend that I vote my shares?
The Board has unanimously approved each of the proposals and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal.
How many votes do shareholders of record have at the AGM?
At the AGM, shareholders of record of LILA will have one vote per share and shareholders of record of LILAB will have 10 votes per share, in each case, that our records show are owned as of the record date. As of the record date, an aggregate of 48,991,101 shares of LILA and 1,933,414 shares of LILAB were outstanding and entitled to vote at the AGM. There were, as of the record date, 10,918 and 24 shareholders of record of LILA and LILAB, respectively (which amounts do not include the number of shareholders whose shares were held of record by banks, brokers or other nominees, but include each such institution as one holder). Shares of LILAK are non-voting, except where otherwise required by applicable law and our Bye-laws.
What is the difference between a shareholder of record and a beneficial owner?
These terms describe how your common shares are held. If your common shares are registered directly in your name with Computershare, our transfer agent, you are a shareholder of record and the proxy materials are being sent directly to you by Liberty Latin America. If your common shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the common shares held in street name and the proxy materials are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your voting shares by following the instructions on the proxy card.
What do shareholders of record need to do to vote on the proposals?
Shareholders of record of our voting shares as of the record date may vote in person via the live audio-only webcast at the AGM, or by submitting a proxy vote by telephone, or through the internet prior to the AGM. Alternatively, if they received a paper proxy card, they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for proxy voting by using the telephone or the internet prior to the AGM are printed on the e-proxy notice or proxy card. In order to vote through the internet, holders should have their e-proxy notices or proxy cards available, so they can input the required information from the e-proxy notice or the proxy card, and log onto the internet website address shown on the e-proxy notice or the proxy card. When holders log onto the internet website address, they will receive instructions on how to vote their voting shares. The telephone and internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Unless subsequently revoked, our voting shares represented by a proxy submitted as described herein and received at or before the AGM will be voted in accordance with the instructions on the proxy.
YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the AGM via the live audio-only webcast. You may change your vote at the AGM.
If you submit a properly executed proxy, by proxy card or by telephone or through the internet, without indicating any voting instructions as to a proposal enumerated in the Meeting Notice, the shares represented by the proxy, or voted by telephone or through the internet, will be voted “FOR” the election of each director nominee and “FOR” the auditors appointment proposal.
If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the director election proposal and it will have the same effect as a vote “AGAINST” the auditors appointment proposal.
If you do not submit a proxy or you do not vote in person via the live audio-only webcast at the AGM, your voting shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).
What do beneficial owners need to do to vote on the proposals?
If you hold your voting shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your voting shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, all of the proposals described in this proxy statement other than the auditors appointment proposal. Accordingly, to ensure your voting shares held in street name are voted on these matters, we encourage you to promptly provide specific voting instructions to your broker, bank or other nominee.

4


To be valid, the submission of a proxy via telephone or the internet must be received by 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on December 2, 2020, and all voting shares represented by properly executed proxies received prior to or at the AGM and, in each case, not revoked, will be voted in accordance with the instructions so provided.
What are “broker non-votes” and how are they treated?
A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the AGM, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal. Broker non-votes are counted as voting shares that are present and entitled to vote for purposes of determining a quorum. Broker non-votes will have no effect on the election of each director nominee but will have the same effect as a vote “AGAINST” the auditors appointment proposal because this proposal requires an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and a non-vote is not counted as an affirmative vote.
You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LILA and LILAB or how to change your vote or revoke your proxy.
How do I vote any of my shares that are held in the Liberty Puerto Rico 401(k) Savings Plan, the Liberty Global 401(k) Savings and Stock Ownership Plan, or the Liberty Latin America 401(k) Savings and Stock Ownership Plan?
If you hold LILA shares through your account in the Liberty Puerto Rico 401(k) Savings Plan, the Liberty Global 401(k) Savings and Stock Ownership Plan, or the Liberty Latin America 401(k) Savings and Stock Ownership Plan, the trustees for the applicable plan are required to vote your LILA shares as you specify. To allow sufficient time for the trustees to vote your LILA shares, your voting instructions must be received by 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on November 26, 2020. To vote such shares, please follow the instructions provided by the trustees for the applicable plan.
What if I respond and indicate that I am abstaining from voting?
A properly submitted proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of voting shares represented and entitled to vote at the AGM, will not be treated as votes cast at the AGM. Abstentions will have no effect on the election of each director nominee but will have the same effect as a vote “AGAINST” the auditors appointment proposal because this proposal requires an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, and an abstention is not counted as an affirmative vote.
Can I change my vote?
If you submitted a proxy prior to the start of the AGM, you may change your vote by voting in person via the live audio-only webcast at the AGM or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Latin America Ltd., c/o Secretary 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. Any signed proxy revocation or new signed proxy must be received before the start of the AGM. In addition, you may change your vote through the internet or by telephone (if you originally voted by the corresponding method) prior to 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on December 2, 2020.
Your attendance at the AGM will not, by itself, revoke a prior vote or proxy from you.
If your voting shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.
Who may attend, and who may vote at, the AGM?
All shareholders of Liberty Latin America may attend the AGM. Please follow the instructions on the meeting website to speak and vote in person via the live audio-only webcast at the AGM. Only shareholders of record (holders of record of our voting shares as of the record date, 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on October 14, 2020) are entitled to vote at the AGM or any adjournment or postponement thereof. Holders of LILAK shares will not be entitled to vote on any of the proposals.
If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person via the live audio-only webcast at the AGM. Any corporation that is a shareholder of record may by written instrument authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy

5


of such written instrument at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Latin America. If you are a beneficial owner, you may also attend and speak at the AGM. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the AGM.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM (note that you may change your vote at the AGM) via the live audio-only webcast.
A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM.
How is Liberty Latin America soliciting proxies and who will pay the cost of soliciting proxies?
We are soliciting proxies by means of our proxy materials on behalf of the Board. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the e-proxy notices and, if requested, paper proxy materials to you and getting your voting instructions. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $12,500, plus reasonable out of pocket expenses. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of common shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.
May I choose the method in which I receive future proxy materials?
Registered shareholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.computershare.com/investor. Shareholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by internet at www.proxyvote.com by following the prompts. Also, shareholders who hold shares through a broker, bank or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered shareholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Computershare, at (877) 373-6374 (outside the United States +1 (781) 575-3100). Shareholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.
What is “householding”?
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” the proxy materials. This means that only one copy each of the proxy materials or e-proxy notice is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the proxy materials or e-proxy notice to you if you call, email or mail our Investor Relations Department, +1 (303) 925-6000 or ir@lla.com or Liberty Latin America Ltd., Attention: Investor Relations Department, 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or mailing address.
When will Liberty Latin America announce the voting results?
We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC.
What do I do if I have additional questions?
If you have any further questions about voting or attending the AGM, please call Liberty Latin America Investor Relations at +1 (303) 925-6000 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1 (888) 750-5834. Banks and brokers may call collect at +1 (212) 750-5833.


6


CORPORATE GOVERNANCE
Code of Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our senior executive officers and senior financial officers, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Both codes are available on our website at www.lla.com.
Director Independence
It is our policy that a majority of the members of the Board be independent of our management. For a director to be deemed independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist the Board in determining which of our directors qualify as independent for purposes of Nasdaq rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of the Board follows Nasdaq’s corporate governance rules on the criteria for director independence.
Board Composition
As described below under Proposal 1The Director Election Proposal, the Board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, technology, venture capital, private equity, law, tax, real estate finance, auditing, financial engineering and Latin American and Caribbean businesses. For more information on our policies with respect to board candidates, see Board and Committees of the BoardCommittees of the BoardNominating and Corporate Governance Committee.
Board Leadership Structure
The Board has separated the positions of Executive Chairman and Chief Executive Officer (principal executive officer). Michael T. Fries holds the position of Executive Chairman, leads the Board and board meetings and provides strategic guidance to our Chief Executive Officer. Balan Nair, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists the Board in fulfilling its duties.
Board Role in Risk Oversight
The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. Our audit committee oversees management of financial risks, risks relating to potential conflicts of interest, cybersecurity and information security risks, and our overall enterprise risk management program. Our compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. Our nominating and corporate governance committee oversees risks associated with the independence of the Board. These committees then provide reports periodically to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, and other risks, including cybersecurity and information security risks. Our management reporting processes include regular reports from our Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our Internal Audit group.

7


EXECUTIVE OFFICERS
The following lists the executive officers of our company (other than Michael T. Fries and Balan Nair, Executive Chairman and our President and Chief Executive Officer (CEO), respectively, who also serve as directors of our company and who are listed under Proposal 1The Director Election Proposal), their ages and a description of their business experience, including positions held with our company.
 
 
Name
 
Positions
 
Christopher Noyes
 
Age: 50
Mr. Noyes has served as the Chief Financial Officer and a Senior Vice President of our company since December 2017. In this capacity, he is responsible for Liberty Latin America’s finance and treasury operations, including commercial finance, tax and financial planning, accounting and external reporting matters, investor relations and strategic oversight for the financial performance of the company and its operations. Mr. Noyes became the Chief Financial Officer for Liberty Global’s Latin America operations in September 2014, which became the LiLAC Group of Liberty Global in July 2015. Prior to this, Mr. Noyes held multiple senior management positions with Liberty Global, including Managing Director, Investor Relations and Business Analysis. Mr. Noyes joined Liberty Global in June 2005 as Vice President, Investor Relations. Prior to joining Liberty Global, Mr. Noyes was an investment banker at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette for over five years collectively.

 
 
Betzalel Kenigsztein
 
Age: 59
Mr. Kenigsztein has served as the Chief Operating Officer and a Senior Vice President of our company since December 2017. In this capacity, he has overall responsibility for the commercial and operational performance of Liberty Latin America. Prior to December 2017, Mr. Kenigsztein was the President and Chief Operating Officer of the LiLAC Group of Liberty Global, a position he assumed in July 2015. Mr. Kenigsztein joined Liberty Global in 2004 as the Chief Technology Officer for Liberty Global’s operations in the Netherlands. In 2009, he became the Managing Director of UPC Hungary and in 2013 Liberty Global appointed him as the Managing Director for its Central and Eastern Europe operations. Prior to joining Liberty Global, Mr. Kenigsztein held a range of senior management positions with Tevel Israel International Communications Ltd., an Israeli cable television operator.

 
 
Vivek Khemka
 
Age: 47

Mr. Khemka has served as the Chief Technology and Product Officer and a Senior Vice President of our company since September 2018. In this capacity, he is responsible for all development and execution of technology and product strategy for Liberty Latin America. Previously, he was the Executive Vice President and Chief Technology Officer at DISH Network from December 2015 to August 2018. From August 2016 to February 2017, Mr. Khemka also served as the President of EchoStar Technologies pursuant to a professional services agreement between DISH Network and EchoStar. Mr. Khemka previously served as Senior Vice President of Product Management for DISH Network from March 2013 to December 2015. Mr. Khemka also served as Vice President of Customer Technology for DISH Network, a position he held from December 2011 to March 2013. Before joining DISH Network in 2009, Mr. Khemka held various positions at Danaher, Motorola and McKinsey & Co.


 
 

8


Name
 
Positions
 
John M. Winter
 
Age: 47
Mr. Winter has served as the Chief Legal Officer, Secretary and a Senior Vice President of the company since December 2017. In this capacity, he is responsible for oversight of all legal matters affecting Liberty Latin America and risk management within the company, including legal support for corporate governance, financial reporting, litigation, mergers and acquisitions, and commercial contracts, regulatory and general compliance. Prior to December 2017, Mr. Winter was a Managing Director, Legal for Liberty Global where he was responsible for various legal matters, including legal support for financial reporting, mergers and acquisitions, compliance and governance. Mr. Winter joined Liberty Global as a Vice President, Legal in July 2013. Prior to joining Liberty Global, Mr. Winter was with the law firm Baker Botts L.L.P. for more than five years, and most recently as a partner in the corporate department, specializing in public and private acquisitions, financings and financial reporting.

Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of our current executive officers or directors, by blood, marriage or adoption.


9


BOARD AND COMMITTEES OF THE BOARD
Committees of the Board
Membership
 
 
Audit
 
Compensation
 
Nominating & Corporate Governance
 
Executive Committee
Charles H.R. Bracken
 
 
 
 
 
 
 
 
Miranda Curtis
 
l
 
Chair
 
l
 
 
Alfonso de Angoitia Noriega
 
l
 
 
 
 
 
 
Michael T. Fries
 
 
 
 
 
 
 
l
Paul A. Gould
 
Chair
 
l
 
l
 
 
John C. Malone (1)  
 
 
 
 
 
 
 
l
Balan Nair
 
 
 
 
 
 
 
l
Brendan Paddick
 
l
 
 
 
 
 
 
Daniel E. Sanchez (2)
 
 
 
 
 
l
 
 
Eric L. Zinterhofer
 
 
 
l
 
 
 
 
(1) Dr. Malone served on the committee until his appointment as director emeritus in December 2019.
(2) Mr. Sanchez has served on the committee since his appointment to the Board in December 2019.
Board Meetings
During 2019, we had six meetings of our full Board, six meetings of our audit committee, five meetings of our compensation committee, one meeting of our nominating and corporate governance committee, and three meetings of our executive committee. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our Board and each committee on which he or she served. Our Board encourages all members to attend each annual general meeting of our shareholders. For our 2019 AGM, all nine of our board members attended in person or telephonically.
Executive Committee
The Board has established an executive committee, whose members are Michael T. Fries and Balan Nair. Dr. Malone served on the executive committee until his appointment as director emeritus in December 2019. Subject to the limitations of Bermuda law, the executive committee may exercise all the powers and authority of the Board in the management of our business and affairs, including, but not limited to, the power and authority to issue any class of our shares.
Compensation Committee
The Board has established a compensation committee, whose chairman is Miranda Curtis and whose other members are Paul A. Gould and Eric L. Zinterhofer. See Corporate Governance—Director Independence above.
The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO and our other executive officers. The compensation committee may also make recommendations to the Board with respect to our incentive compensation plans and equity based plans, and will administer such plans, with authority to make and modify grants under, and to approve or disapprove participation in, such plans. For a description of our current processes and policies for consideration and determination of executive compensation, including the role of our CEO and outside consultants in determining or recommending amounts and/or forms of compensation, see Executive Officers and Directors Compensation—Compensation Discussion and Analysis.
The Board has adopted a written charter for the compensation committee, which is available on our website at www.lla.com.

10


Compensation Committee Interlocks and Insider Participation
In 2019, the compensation committee of our Board consisted of Miranda Curtis, Paul A. Gould and Eric L. Zinterhofer during the entirety of the year. No member of our compensation committee is or has been an officer or employee of our company, or has engaged in any related party transaction in which our company was a participant.   
Nominating and Corporate Governance Committee
The Board has established a nominating and corporate governance committee, whose members are Miranda Curtis, Paul A. Gould and Daniel E. Sanchez. Mr. Sanchez has served on the committee since his appointment to the Board in December 2019. See Corporate Governance—Director Independence above.
The nominating and corporate governance committee identifies individuals qualified to become board members consistent with criteria established or approved by the Board from time to time, identifies director nominees for upcoming annual general meetings, develops corporate governance guidelines applicable to our company and oversees the evaluation of the Board and management.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such recommendations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, Liberty Latin America Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Shareholder recommendations must be made in accordance with our Bye-Laws, as discussed under Shareholder Proposals in this proxy statement, and contain the following information:
the name and address of the proposing shareholder and the beneficial owner, if any, on whose behalf the nomination is being made, as they appear on our share register, and documentation indicating the class or series and number of our common shares owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
a statement detailing any relationship, arrangement or understanding between the proposing shareholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing shareholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing shareholder(s) or beneficial owner (each a Proposing Person);
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of the Board;
any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;
a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
a representation by each Proposing Person who is a holder of record of our common shares as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual general meeting of shareholders and intends to appear in person or by proxy at the annual general meeting of shareholders at which the person named in such notice is to stand for election;
a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;

11


a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Shareholder Associated Person) (including the details of such assistance, funding or consideration); and
a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the Proposing Person or any Shareholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Shareholder Associated Person.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and judgment and should be committed to the long-term interests of our shareholders and our company. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:
independence from management;
his or her unique background, including education, professional experience and relevant skill sets;
understanding of our business and the markets in which we operate;
judgment, skill, integrity and reputation;
existing commitments to other businesses as a director, executive or owner;
personal conflicts of interest, if any; and
the size and composition of our existing Board, including whether the potential director nominee would positively impact the composition of the Board by bringing a new perspective or viewpoint to the Board.
The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The nominating and corporate governance committee does not have a formal policy with respect to diversity; however, the Board and the nominating and corporate governance committee believe that it is important that our Board members represent diverse viewpoints.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the Board, it may recommend to the full Board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting of shareholders, the nominating and corporate governance committee will consider, the director’s past attendance at, and participation in, meetings of the Board and its committees and the director’s formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is a member.
The members of our nominating and corporate governance committee have determined that Messrs. Fries, de Angoitia Noriega and Gould, who are nominated for election at the AGM, continue to be qualified to serve as directors of our company and such nominations were approved by the entire Board.
The Board has adopted a written charter for the nominating and corporate governance committee. The charter is available on our website at www.lla.com.

12


Audit Committee
The Board has established an audit committee, whose chairman is Paul A. Gould and whose other members are Miranda Curtis, Alfonso de Angoitia Noriega, and Brendan Paddick. See Corporate Governance—Director Independence above.
The Board has determined that each member of the audit committee qualifies as an “audit committee financial expert” under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:
overseeing our management’s processes and activities relating to (i) maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements, (ii) the independent auditor’s qualifications and independence, (iii) the performance of our internal audit function and independent auditor and (iv) compliance with applicable laws and stock exchange rules;
the recommendation to our shareholders of the appointment, retention, termination and compensation of the independent auditor;
oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services;
reviewing and preapproving all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor, subject to a de minimus exception for non-audit services;
reviewing any matters identified as critical audit matters by the independent auditor; and
preparing a report for our annual proxy statement.
The Board has adopted a written charter for the audit committee, which is available on our website at www.lla.com.
Audit Committee Report
The audit committee reviews our financial reporting process on behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent registered public accounting firm, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of our internal control over financial reporting.
Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control over financial reporting and KPMG LLP’s evaluation of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, including that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.
KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with KPMG LLP that firm’s independence from the company and its subsidiaries.
Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019 (as amended, the 2019 Form 10-K), which was filed on February 19, 2020 with the SEC and Amendment No. 1 to our Annual Report on Form 10-K, which was filed on April 29, 2020.

13


 
 
Submitted by the Members of the Audit Committee
 
Paul A. Gould (chairman)
 
Miranda Curtis
 
Brendan Paddick
 
Alfonso de Angoitia Noriega
Other
The Board, by resolution, may from time to time establish other committees of the Board, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.

Shareholder Communication with Directors
Our shareholders may send communications to the Board or to individual directors by mail addressed to the Board or to an individual director c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. All such communications from our shareholders will be forwarded to our directors on a timely basis.
Executive Sessions
Under the Nasdaq’s corporate governance rules, the independent directors are required to meet in regularly scheduled executive sessions, without management participation. Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Liberty Latin America Ltd., c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. The current independent directors of our company are Miranda Curtis, Alfonso de Angoitia Noriega, Paul A. Gould, Brendan Paddick, Daniel E. Sanchez and Eric L. Zinterhofer.
Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

14


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners
The following table sets forth information concerning our common shares beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of LILA and LILAB, which are our company’s voting securities. Beneficial ownership of our LILAK shares is set forth below only to the extent known by us or ascertainable from public filings. All of the information reported in the table below is based on publicly available filings.
The security ownership information is given as of October 14, 2020, and, in the case of percentage ownership information, is based upon (1) 48,991,101 shares of LILA, (2) 1,933,414 shares of LILAB and (3) 181,013,025 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.
Our common shares that are issuable on or within 60 days after October 14, 2020, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of shares of LILAB, though convertible on a one-for-one basis into shares of LILA, is reported as beneficial ownership of shares of LILAB, and not as beneficial ownership of shares of LILA, but the voting power of shares of LILA and LILAB has been aggregated.
So far as is known to us, the persons or entities indicated below have sole voting and dispositive power with respect to the common shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.

15


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of
Beneficial Ownership
 
Percent of
Class (%)
 
Voting
Power (%)
John C. Malone
 
LILA
 
1,939,689

(1)(3)(4)
 
4.0
 
25.3
c/o Liberty Latin America Ltd.
 
LILAB
 
1,535,757

(2)(5)
 
79.4
 
 
Clarendon House, 2 Church Street
 
LILAK
 
9,525,604

(1)(3)(4)(5)
 
5.3
 
 
Hamilton HM 11, Bermuda
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
LILA
 
473,558

(6)
 
1.0
 
3.3
c/o Liberty Latin America Ltd.
 
LILAB
 
175,867

(6)
 
9.1
 
 
Clarendon House, 2 Church Street
 
LILAK
 
948,721

(6)
 
*
 
 
Hamilton HM 11, Bermuda
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BlackRock, Inc.
 
LILA
 
3,231,210

(7)
 
6.6
 
4.6
55 East 52nd Street
 
LILAK
 
8,208,474

(7)
 
4.5
 
 
New York, NY 10055
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Genesis Investment Management, LLP
 
LILA
 
5,332,021

(8)
 
10.9
 
5.2
21 Grosvenor Place
 
 
 
 
 
 
 
 
 
London
 
 
 
 
 
 
 
 
 
England
 
 
 
 
 
 
 
 
 
SW1X 7HU
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ashe Capital Management, LP
 
LILA
 
4,185,739

(9)
 
8.5
 
6.1
530 Sylvan Ave., Suite 101
 
LILAK
 
7,456,724

(9)
 
4.1
 
 
Englewood Cliffs, New Jersey
 
 
 
 
 
 
 
 
 
07632
 
 
 
 
 
 
 
 
 
*
Less than one percent.
(1)
Includes 18,653 LILA shares and 38,645 LILAK shares that are subject to SARs, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of October 14, 2020.
(2)
Based on information available to our company and the Schedule 13D of Mr. Malone filed with the SEC on January 8, 2018 (the Malone Schedule 13D). As disclosed in the Malone Schedule 13D, Mr. Fries, Mr. Malone and the Malone Trust (as defined below) entered into a letter agreement dated as of December 29, 2017 (the Letter Agreement) pursuant to which, under certain circumstances, Mr. Fries would have certain rights with respect to LILAB shares owned by a trust with respect to which Mr. Malone is a co-trustee and, with his wife, retains a unitrust interest (the Malone Trust). Pursuant to the terms of the Letter Agreement, for so long as Mr. Fries is employed as a principal executive officer of Liberty Latin America, (a) in the event the Malone Trust or any Permitted Transferee (as defined in the Letter Agreement) is not voting the LILAB shares owned by the Malone Trust, Mr. Fries will have the right to vote such LILAB shares and (b) in the event the Malone Trust or any Permitted Transferee determines to sell such LILAB shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any Permitted Transferee subsequently intends to enter into a sale transaction with a third-party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third-party.
(3)
Includes 29,641 LILA shares and 200,590 LILAK shares held by Mr. Malone's spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(4)
Includes 859,555 LILA shares and 2,823,461 LILAK shares held by Columbus Holdings LLC, in which Mr. Malone has a controlling interest.

16


(5)
Includes 19,249 LILAB shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also includes 1,516,508 LILAB shares and 2,011,791 LILAK shares held by the Malone Trust.
(6)
Information with respect to our common shares beneficially owned by Mr. Fries, our Executive Chairman, is also set forth in —Security Ownership of Management.
(7)
Based on two separate filings, each an Amendment No.1 to Schedule 13G for the year ended December 31, 2019 and filed with the SEC on February 5, 2020 and on February 10, 2020, respectively, by BlackRock, Inc. The filings reflect that BlackRock, Inc. has sole voting power over 3,113,011 LILA shares and 7,934,232 LILAK shares and sole dispositive power over 3,231,210 LILA shares and 8,208,474 LILAK shares. All shares covered by such filings are held by BlackRock, Inc. and/or its subsidiaries.
(8)
Based on the Schedule 13G for the year ended December 31, 2019, filed with the SEC on January 24, 2020, by Genesis Investment Management, LLP (GIM). GIM is an investment advisor to institutional investors and in-house pooled funds for institutional advisors. The 13G reflects that GIM has sole voting power over 3,535,435 LILA shares and sole dispositive power over 5,332,021 LILA shares.
(9)
Based on Amendment No. 1 to Schedule 13G and a Schedule 13G, in each case, for the year ended December 31, 2019 and filed with the SEC on February 14, 2020 by Ashe Capital Management, LP (Ashe). Ashe is a registered investment advisor which holds LILA and LILAK shares in funds under its management and control, and in such capacity has voting and investment power over such securities. The principals of Ashe are William C. Crowley, William R. Harker and Stephen M. Blass. The filings reflect that Ashe has sole voting power and sole dispositive power over 4,185,739 LILA shares and 7,456,724 LILAK shares, respectively.



 

Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and named executive officers as described below, and by all of our directors and executive officers as a group, of our common shares.
The security ownership information is given as of October 14, 2020, and, in the case of percentage ownership information, is based upon (1) 48,991,101 shares of LILA, (2) 1,933,414 shares of LILAB and (3) 181,013,025 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.
Our common shares that are issuable on or within 60 days after October 14, 2020, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person and for the aggregate percentage owned by the directors and executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. For purposes of the following presentation, beneficial ownership of LILAB, though convertible on a one-for-one basis into LILA, is reported as beneficial ownership of LILAB, and not as beneficial ownership of LILA, but the voting power of LILA and LILAB has been aggregated.
So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the common shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the Liberty Global 401(k) Savings and Stock Ownership Plan as of December 31, 2019, for their respective accounts.

17


Name of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class (%)
 
Voting Power (%)
Michael T. Fries
 
LILA
 
473,558

(1)(2)(3)
 
1.0

 
3.3

Executive Chairman
 
LILAB
 
175,867

(4)
 
9.1

 
 
 
 
LILAK
 
948,721

(1)(2)(3)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Alfonso de Angoitia Noriega
 
LILA
 
9,236

 
 
 
*

 
*

Director
 
LILAB
 

 
 
 

 
 
 
 
LILAK
 
25,942

 
 
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
LILA
 
62,836

(2)
 
*

 
*

Director
 
LILAB
 

 
 
 

 
 
 
 
LILAK
 
139,089

(2)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Miranda Curtis
 
LILA
 
9,259

(2)
 
*

 
*

Director
 
LILAB
 

 
 
 

 
 
 
 
LILAK
 
24,216

(2)
 
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Paul A. Gould
 
LILA
 
114,999

(2)
 
*

 
*

Director
 
LILAB
 
8,987

 
 
 
*

 
 
 
 
LILAK
 
291,823

(2)
 
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Balan Nair
 
LILA
 
570,628

(2)
 
1.2

 
*

President, Chief Executive Officer & Director
 
LILAB
 

 
 
 

 
 
 
LILAK
 
1,168,641

(2)(3)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Brendan Paddick
 
LILA
 
603,765

 
 
 
1.2

 
*

Director
 
LILAB
 

 
 
 

 
 
 
 
LILAK
 
1,821,685

 
 
 
1.0

 
 
 
 
 
 
 
 
 
 
 
 
 


18


Name of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class (%)
 
Voting Power (%)
 
 
 
 
 
 
 
 
 
 
 
Daniel E. Sanchez
 
LILA
 
795

 
 
 
*

 
*

Director
 
LILAB
 

 
 
 

 
 
 
 
LILAK
 
2,672

 
 
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Eric L. Zinterhofer
 
LILA
 
9,200

(6)
 
*

 
*

Director
 
LILAB
 

 
 
 

 
 
 
 
LILAK
 
14,221,634

(6)
 
7.9

 
 
 
 
 
 
 
 
 
 
 
 
 
Betzalel Kenigsztein
 
LILA
 
97,392

(2)
 
 
*

 
*

Senior Vice President & Chief Operating Officer
 
LILAB
 

 
 
 

 
 
 
LILAK
 
226,756

(2)(3)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Noyes
 
LILA
 
181,722

(2)(7)
 
 
*

 
*

Senior Vice President, Chief Financial Officer
 
LILAB
 

 
 
 

 
 
 
LILAK
 
307,199

(2)(3)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
John M. Winter
 
LILA
 
73,819

(2)
 
 
*

 
*

Senior Vice President, Chief Legal Officer & Secretary
 
LILAB
 

 
 
 

 
 
 
LILAK
 
185,875

(2)(3)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
Vivek Khemka
 
LILA
 
52,954

(2)
 
 
*

 
*

Senior Vice President, Chief Technology and Product Officer
 
LILAB
 

 
 
 

 
 
 
LILAK
 
134,138

(2)(3)
 
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
All directors and executive officers as a group (13 persons)
 
LILA
 
2,260,163

(1)(5)
 
4.5

 
5.9

 
LILAB
 
184,854

 
 
9.6

 
 
 
 
LILAK
 
19,498,391

(1)(5)
 
10.7

 
 
 
 
 
 
 
 
 
 
 
 
*
Less than one percent
(1)
Includes 8,074 LILA shares and 49,522 LILAK shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries disclaims beneficial ownership with respect to these shares.
(2)
Includes shares that are subject to options or SARs, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of October 14, 2020, as follows:
Owner
 
LILA
 
LILAK
Michael T. Fries
 
235,799
 
471,887

Charles H.R. Bracken
 
53,523
 
107,147

Miranda Curtis
 
4,191
 
8,928

Paul A. Gould
 
4,191
 
8,928

Balan Nair
 
289,448
 
578,998

Betzalel Kenigsztein
 
72,465
 
144,954

Christopher Noyes
 
67,582
 
135,189

John M. Winter
 
37,265
 
74,989

Vivek Khemka
 
26,032
 
52,065

Each SAR represents the right to receive shares equal to the difference between the market value of such shares on the date of exercise and the base price, less applicable withholding taxes.

19


(3)
Includes shares held in the Liberty Global 401(k) Savings and Stock Ownership Plan, as follows:
Owner
 
LILA
 
LILAK
Michael T. Fries
 
345

 
2,282
Balan Nair
 

 
1,139
Betzalel Kenigsztein
 

 
89
Christopher Noyes
 

 
753
John M. Winter
 

 
176
Includes shares held in the Liberty Latin America 401(k) Savings and Stock Ownership Plan, as follows:
Owner
 
LILA
 
LILAK
Balan Nair
 

 
4,937
Betzalel Kenigsztein
 

 
3,326
Christopher Noyes
 

 
4,318
John M. Winter
 

 
4,974
Vivek Khemka
 

 
2,063
(4)
Information with respect to the Letter Agreement is set forth in Security Ownership of Certain Beneficial Owners.
(5)
Includes 790,496 LILA shares and 1,583,085 LILAK shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, October 14, 2020; 345 LILA shares and 4,439 LILAK shares held by the Liberty Global 401(k) Savings and Stock Ownership Plan; and 19,618 LILAK shares held by the Liberty Latin America 401(k) Savings and Stock Ownership Plan.
(6)
Includes 11,532,589 LILAK shares held by Searchlight Leo, LP; 135,313 LILAK shares held by Searchlight Opportunities Fund, LP; 26,584 LILAK shares held by Searchlight Capital Partners, LP; 2,527,148 LILAK shares held by Searchlight Leo Coinvest Partners, LP; and 9,200 LILA shares held by Searchlight Capital Partners, LP. 11,532,589 of the LILAK shares have been pledged to UBS AG, London Branch. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer may be deemed to be the beneficial owner of the securities beneficially owned by these Searchlight affiliates. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by these Searchlight affiliates. Mr. Zinterhofer hereby disclaims beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein and this report shall not be deemed an admission that Mr. Zinterhofer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose.
(7)
Includes 20,000 LILA shares held by an individual retirement account (IRA).
Change in Control
We know of no arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.
Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC with respect to our most recent fiscal year and written representations made to us by our executive officers and directors, we believe that, with respect to the year ended December 31, 2019, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10 percent beneficial owners were met, except for Mr. Zinterhofer, who inadvertently filed one late Form 4 reporting twelve transactions, and Mr. Zook, our Chief Accounting Officer, who inadvertently filed one late Form 4 to report two transactions.

20


PROPOSAL 1—THE DIRECTOR ELECTION PROPOSAL
The Board
The Board currently consists of nine directors, divided among three classes. Our Class III directors, whose terms will expire at the AGM, are Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould. These directors are nominated for election to the Board to continue to serve as Class III directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class III directors who are elected at the AGM will expire at the Annual General Meeting of our shareholders in the year 2023. Our Class I directors, whose term will expire at the Annual General Meeting of our shareholders in the year 2021, are Charles H.R. Bracken, Balan Nair and Eric L. Zinterhofer. Our Class II directors, whose term will expire at the Annual General Meeting of our shareholders in the year 2022, are Miranda Curtis, Brendan Paddick and Daniel E. Sanchez.
If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the AGM, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board.
The following lists the three nominees for election as a director at the AGM and the six directors of our company whose term of office will continue after the AGM, and includes, as to each person, how long such person has been a director of our company, such person’s professional background, other public company directorships, other positions and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of the Board. The number of our common shares beneficially owned by each director is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management.

Vote and Recommendation
A plurality of the combined voting power of the voting shares present in person via the live audio-only webcast or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, is required to elect Messrs. Fries, de Angoitia Noriega and Gould as Class III members of the Board.
The Board unanimously recommends a vote “FOR” the election of each nominee to the Board.

21


Nominees for Election of Directors
Name
 
Experience
Directors Whose Term Expires in 2020
Michael T. Fries
Age: 57


 
Executive Chairman of our company.
Professional Background: Mr. Fries has served as Executive Chairman of our company since December 2017. He has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global plc. (Liberty Global), a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into one of the world’s largest and most innovative converged media and communications companies, with approximately 46 million broadband, video and mobile subscribers. With more than 28,000 employees and approximately $16 billion of revenue, including consolidated operations and the VodafoneZiggo joint venture, Liberty Global is dedicated to building and investing in the products, platforms and infrastructure that enable its customers to make the most of the digital revolution.
Other Public Company Directorships: Liberty Global plc & predecessor (since June 2005); Lions Gate Entertainment Corp. (since November 2015) and Grupo Televisa S.A.B. (since April 2015).
Other Positions: Cablelabs®; The Paley Center for Media; and World Economic Forum - Digital Communications Governor & Steering Committee Member.
Board Membership Qualifications: Mr. Fries’ significant executive experience building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of operating a global business and his responsibility for setting the strategic, financial and operational direction for an international company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes.
 
 
 
Paul A. Gould
Age: 75


 
A director of our company.
Professional Background: Mr. Gould has served as a director of our company since December 2017. He has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC (Allen & Company), a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Other Public Company Directorships: Liberty Global plc & predecessor (since June 2005); Ampco-Pittsburgh Corp. (March 2002 to May 2018); Discovery, Inc. (formerly Discovery Communications Inc.) (since September 2008); and Radius Global Infrastructure, Inc. (since February 2020).
Other Positions: O3B Networks Ltd. (Director October 2007 to August 2016); Cornell University (Trustee); and Weill Cornell Medical College (Overseer).
Board Membership Qualifications: Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contributes to the Board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthens the Board’s collective qualifications, skills and attributes.
 
 
 

22


Name
 
Experience
Alfonso de Angoitia Noriega
Age: 58

 
A director of our company.
Professional Background: Mr. de Angoitia has served as a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. He has been an Executive Vice President of Grupo Televisa, S.A.B (Televisa) since May 2000 and also serves as a member of its Executive Office of the Chairman. In January 2018, he became a co-Chief Executive Officer of Televisa. From 1999 to 2003, Mr. de Angoitia served as the Chief Financial Officer of Televisa. Televisa is a leading media company in the Spanish-speaking world and a cable operator, as well as a direct-to-home satellite pay television operator in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 50 countries through 26 pay-tv brands, and television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. Prior to joining Televisa, Mr. de Angoitia was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C.
Other Public Company Directorships: Grupo Televisa S.A.B. (since April 1997); Empresas Cablevision, S.A.B. de C.V. (since August 1999); and Fomento Económico Mexicano, S.A.B de C.V (since 2015).
Other Positions: Univision Communications Inc. (since December 2010); and Grupo Financiero Banorte, S.A.B. de C.V. (since April 2015).
Board Membership Qualifications: Mr. de Angoitia’s significant executive experience building and managing distribution and programming businesses in the Spanish-speaking world, plus his in-depth knowledge of all aspects of operating a telecommunications company and his responsibility for setting the strategic, financial and operational direction for such company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Mr. de Angoitia also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.


23


Directors Whose Term Expires in 2021
Charles H.R. Bracken
Age: 54

 
A director of our company.
Professional Background: Mr. Bracken has served as a director of our company since December 2017. He has approximately 25 years in fiscal management. He has been Executive Vice President of Liberty Global since January 2012 and its Chief Financial Officer since January 2017 where he is responsible for Liberty Global’s group finance and treasury operations, as well as capital allocation and finance operations for Liberty Global’s various operations and oversees Liberty Global’s business plan. Mr. Bracken joined Liberty Global in March 1999 and became the Chief Financial Officer for its Europe operations in November 1999 where he served until his appointment as Co-Chief Financial Officer of Liberty Global and its predecessor in February 2004. Prior to joining Liberty Global, Mr. Bracken worked for Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development.
Other Public Company Directorships: Telenet Group Holding NV (since July 2005).
Board Membership Qualifications: Mr. Bracken’s significant executive experience in finance and treasury operations, capital strategies and complex business plans for a global company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes.
 
 
 
Balan Nair 
Age: 54

 
President, Chief Executive Officer and a director of our company.
Professional Background: Mr. Nair has served as our President and Chief Executive Officer and a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. Mr. Nair joined Liberty Global in 2007 as its Senior Vice President and Chief Technology Officer and served as its Executive Vice President and Chief Technology and Innovation Officer, positions he held from January 2012 and April 2016, respectively, until December 2017. During his tenure with Liberty Global, Mr. Nair was instrumental in developing Liberty Global’s state-of the-art networks and delivering successful technology integrations for Liberty Global’s multiple acquisitions. In December 2017, Mr. Nair became Liberty Latin America’s President and Chief Executive Officer, resigning his positions with Liberty Global. Prior to joining Liberty Global, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. He holds a patent in systems development.
Other Public Company Directorships: Charter Communications Inc. (since May 2013); Adtran, Inc. (since May 2007); and Telenet Group Holding NV (April 2011 to February 2016).
Other Position: Society of Cable Telecommunications Engineers Energy 2020 (Co-Chair).
Board Membership Qualifications: Mr. Nair’s significant executive experience in building, integrating and managing operational and technology systems businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems, as well as his position with Liberty Latin America provides an insider’s perspective to the Board’s consideration of technological developments, opportunities and strategies of our company and strengthens the Board’s collective qualifications, skills and attributes.
 
 
 

24


Directors Whose Term Expires in 2021
Eric L. Zinterhofer
Age: 49

 
A director of our company.
Professional Background: Mr. Zinterhofer has served as a director of our company since December 2017. He has been an active cable investor over the last 15 years and is also an active investor in the fiber, wireless and satellite sectors. Mr. Zinterhofer is a founding partner of Searchlight Capital Partners, L.P. (Searchlight), a private equity firm, and is jointly responsible for overseeing its activities with the two other founding partners. In his capacity at Searchlight, he advises on a wide range of transactions, including leveraged buyouts, growth equity, recapitalizations and investments for companies. Prior to co-founding Searchlight, he served in various management positions, including most recently as a senior partner, at Apollo Management, L.P from 1998 until May 2010. He was also co-head of the media and telecommunications investment platform at Apollo Management, L.P.
Other Public Company Directorships: Charter Communications, Inc. (since November 2009, Lead Independent Director since May 2016 & Chair December 2009 to May 2016); GCI Liberty, Inc. (formerly General Communication, Inc.) (Director from March 2015 to March 2018); Global Eagle Entertainment, Inc. (Director since March 2018); Hemisphere Media Group, Inc. (Director since October 2016); and Dish TV India, Ltd. (Director from October 2007 to March 2017).
Other Positions: Roots Corporation (Director since December 2015); and Leo Cable LLC (the management company for Liberty Cablevision of Puerto Rico LLC).
Board Membership Qualifications: Mr. Zinterhofer’s extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes.

Directors Whose Term Expires in 2022
Miranda Curtis

Age: 64
 
A director of our company.
Professional Background: Ms. Curtis has served as a director of our company since December 2017. She has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of Liberty Global’s predecessor, Liberty Global Inc., and its predecessor where she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer position with Liberty Global following Liberty Global’s sale of substantially all of its Japanese interests.
Other Public Company DirectorshipsLiberty Global plc & predecessor (since June 2010); and Marks & Spencer plc (since February 2012).
Other PositionForeign and Commonwealth Office (U.K.) (Lead Independent Director since 2017). In October 2020, appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George for services to gender equality globally.
Board Membership Qualifications: Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contributes to the Board’s consideration of operational developments and strategies and strengthens the Board’s collective qualifications, skills and attributes.
 
 
 

25


Directors Whose Term Expires in 2022
Brendan Paddick

Age: 56
 
A director of our company.
Professional Background: Mr. Paddick has served as a director of our company since December 2017. He is the founder of Columbus International Inc. (Columbus) and served as its Chief Executive Officer from 2004 until its merger with Cable & Wireless Communications plc in March 2015. The combined company was later sold to Liberty Global in May 2016. At the time, Columbus provided digital video, broadband internet, IP voice, wholesale capacity and IP services, as well as cloud-based corporate data solutions and data center hosting throughout 42 countries in the greater Caribbean, Central American and Andean region. Prior to Columbus, Mr. Paddick served from April 1992 to August 2004 as President and Chief Executive officer of Persona Communications Inc., which provided video, internet, data and telephony services to residential and commercial customers in seven Canadian provinces.
Other Public Company Directorship: Clearwater Seafoods Incorporated (since October 2011); and Cable & Wireless Communications Plc (March 2015 to May 2016).
Other Positions: Bahamas Telecommunications Company; CS ManPar Inc.; Nalcor Energy (Chair since November 2016); and Honorary Consul for Canada to The Bahamas.
Board Membership Qualifications: Mr. Paddick has extensive experience in the cable telecommunications industry and his capital market experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, and strengthens the Board’s collective qualifications, skills and attributes. Mr. Paddick also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.
 
 
 
Daniel E. Sanchez

Age: 57
 
A director of our company.
Professional Background: Mr. Sanchez was engaged in the private practice of law for approximately three decades, representing individual and business clients in a variety of non-litigation areas. In 2012, Mr. Sanchez earned his master’s degree in tax law (LL.M.), and subsequently focused his practice on the area of tax planning. Mr. Sanchez retired from the practice of law in 2020. Mr. Sanchez is the nephew of John Malone.
Other Public Company Directorships: Lions Gate Entertainment Corp. (since June 2018); Discovery, Inc. (since May 2017); and Starz (from January 2013 until December 2016).
Other Positions: MediaBloq (Advisory Board) and MM Blockchain Advisory Services (Advisory Board).
Board Membership Qualifications: Mr. Sanchez brings a unique legal perspective to our Board, focused in particular on tax law. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of issues resulting from the application and evolution of tax laws and regulations.



26


PROPOSAL 2—THE AUDITORS APPOINTMENT PROPOSAL
KPMG LLP has served as our independent registered public accounting firm since 2016.
We are asking our shareholders to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.
A representative of KPMG LLP is expected to be present at the AGM, will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.
Vote and Recommendation
The affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, is required to approve the auditors appointment proposal.
The Board unanimously recommends a vote “FOR” the auditors appointment proposal.
Audit Fees and All Other Fees
The following table presents fees incurred for 2018 and 2019 for professional audit services rendered by KPMG LLP and its international affiliates during the indicated periods for the audit of our consolidated financial statements and the separate financial statements of certain of our subsidiaries and for other services rendered by KPMG LLP and its international affiliates.
Fees billed in currencies other than U.S. dollars were translated into U.S. dollars at the average exchange rate in effect during the year.
 
Year Ended December 31,
 
2019
 
2018
 
in thousands
Audit fees
$
7,830

 
$
9,283

Audit-related fees (1)
684

 
8

Audit and audit-related fees
8,514

 
9,291

Tax Fees (2)
20

 

All other services (3)
42

 
115

Total fees
$
8,576

 
$
9,406


(1)
For 2019, audit-related fees related to comfort letters associated with debt issuances and refinancings. For 2018, audit-related fees related to agreed upon procedures for Cable & Wireless Jamaica Ltd. associated with the directors’ circular.
(2)
For 2019, tax fees related to services associated with tax return preparation assistance. For 2018, tax fees related to tax compliance work in Barbados, Panama and Bahamas.
(3)
For 2019, all other services relate to IT attestation, compliance and agreed upon procedures. For 2018, all other services relate to SOC I and SOC II attestation reports in Panama.
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.

27


Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):
audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;
audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and
tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.
Notwithstanding the foregoing general pre-approval, our audit committee approval is specifically required for (1) any individual project involving the provision of pre-approved audit and audit-related services that is expected to result in fees in excess of $150,000 and (2) any individual projects involving any other pre-approved service described above that is expected to result in fees in excess of $75,000. In addition, any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to its chairman, provided that the fees for any individual project for which such approval is requested are not, in the reasonable judgment of the chairman, likely to exceed $200,000. At each audit committee meeting, the chairman’s approval of services provided by our independent auditors is subject to disclosure to the entire audit committee. Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act (the Sarbanes-Oxley Act). All services provided by our independent auditor during 2019 were approved in accordance with the terms of the policy in place.

28


EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
Introduction
We are an international provider of fixed, mobile and subsea telecommunications services, serving approximately 3.1 million fixed-line customers in over 20 countries at December 31, 2019. These customers subscribed to approximately 6 million services, consisting of 2.0 million video, 2.6 million broadband internet, and 1.4 million telephony subscriptions. In addition, we had approximately 3.6 million mobile subscribers at December 31, 2019. 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, accretive mergers and acquisitions and prudent capital structure management.
We were originally incorporated as a Bermuda company on July 11, 2017, as a wholly-owned subsidiary of Liberty Global under the name LatAm Splitco Ltd. and we changed our name to Liberty Latin America on September 22, 2017. During December 2017, the Board of Directors of Liberty Global authorized the split-off of our company from Liberty Global, which was a plan to distribute to the holders of Liberty Global’s LiLAC Ordinary Shares, nominal value $0.01 per share (LiLAC Shares), common shares in our company and which was completed on December 29, 2017.
Our operations are in Chile, Costa Rica, and Puerto Rico and our C&W operations are in the Caribbean and Latin America, including subsea and terrestrial fiber optic cable networks connecting over 40 markets throughout the region.
This section presents information concerning compensation arrangements for our named executive officers (NEOs) for the year ended December 31, 2019. Prior to the Split-Off, and as part of Liberty Global, we did not have our own principal executive officer or principal financial officer. Prior to the Split-Off, we did not employ our executive officers, rather they were employed by Liberty Global or LiLAC Communications Inc., a Delaware company (Liberty LA), before it became one of our subsidiaries in the Split-Off. In addition, their responsibilities as our executive officers differ from those they held in their respective position prior to the Split-Off. Because our executive officers did not become officers of us until the Split-Off, compensation information is not available for prior periods. Following the Split-Off, compensation decisions for our executive officers and directors have been made by the compensation committee.
Compensation information is provided for our NEOs – Balan Nair, our President, CEO and also a member of the Board; Christopher Noyes, our principal financial officer; and our three other most highly compensated executive officers at the end of 2019: Vivek Khemka, our Chief Technology and Product Officer, Betzalel Kenigsztein, our Chief Operating Officer, and John Winter, our Chief Legal Officer. After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Nair).
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.
The primary goals of our executive compensation program are to:
Motivate our executives to maximize their contributions to the success of our company;
Attract and retain the best leaders for our business; and
Align executives’ interests to create shareholder value.
We experienced a robust performance in 2019 and our Board credits the leadership of Mr. Nair for achieving this strong performance, as evidenced in our business highlights below.

29


Compensation Structure—Pay for Performance
As discussed above, because our executive officers did not become officers of us until the Split-Off, compensation information is not available for prior periods. After the Split-Off, our compensation committee and Board reviewed and approved compensation decisions affecting our NEOs and directors. We place great importance on our ability to attract, retain and motivate talented executives who can continue to grow our business. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s proven performance, 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 program to strengthen the link between executive and shareholder interests.
Compensation Discussion and Analysis
Overview of Compensation Process
The compensation committee of our Board 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. In furtherance of its purposes, our compensation 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 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) and “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act).
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 other members of senior management in a variety of ways, including reviewing and recommending annual salaries, annual performance goals and the level of target and/or maximum performance awards for his 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 data and 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 compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee’s own evaluation of company and NEO performance. However, the compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers, and the committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data.
Our shareholders voted, on an advisory basis, on the compensation of our NEOs (other than Mr. Khemka) at our 2018 annual general meeting of shareholders and received the approval of 98.9% of the aggregate votes cast on that proposal. No material changes were made to our executive compensation program as a result of this vote.
In early 2020, our compensation committee approved our NEOs’ 2020 target achievable annual cash performance awards, target annual equity awards for 2020, consisting of 2020 PSUs and share appreciation rights, and the financial and operational targets for earning the annual cash performance awards. The target achievable annual cash performance and annual equity awards for our NEOs were identical to the 2019 targets. In light of the ongoing COVID-19 pandemic and related developments, our compensation committee is actively monitoring the effects of the COVID-19 pandemic on the economy, our operations and future results, and we anticipate that our compensation committee will re-evaluate the performance goals and incentives associated with our 2020 PSU program. In light of the ongoing COVID-19 pandemic, in July 2020, the compensation committee reevaluated and reset the financial and operational targets for earning the annual cash performance awards.

30


On November 1, 2017, we and our subsidiary, Liberty LA, entered into a multi-year employment agreement with Mr. Nair to serve as our President and CEO, the terms of which are described below under Employment and Other Agreements. On July 24, 2019, we and our subsidiary, Liberty LA, entered into multi-year employment agreements with each of our other NEOs, the terms of which are described below under Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Nair to serve as our CEO and with each of our other NEOs in order to promote stability in management, secure their services for the long term and implement appropriate restrictive covenants.
Compensation Philosophy and Goals
The compensation committee has three primary objectives with respect to executive compensation: motivation, retention and long-term value creation for our shareholders.
Motivate our executives to maximize their contributions
Establish a mix of financial and operational performance objectives based on our annual budget and our medium-term outlook to balance short- and long-term goals and risks
Establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability
Pay for performance that meets or exceeds the established objectives
Attract and retain superior employees
Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent
Include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture
Align executives’ interest with shareholders
Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives
Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders
Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. Our compensation committee made compensation decisions for the NEOs after the Split-Off. 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.
In approving the level of each compensation element for our executive officers, the compensation committee considers a number of factors, including:
the responsibilities assumed by the individual executive and the significance of the individual’s role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;

31


from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.
Setting Executive Compensation
To achieve these compensation objectives, the compensation packages provided to members of our senior management (other than our Executive Chairman), including our NEOs, include three main components: base salary, annual performance awards and multi-year equity incentive awards. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities.
For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with 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 maximum annual cash performance award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.
We aim to compensate our executive officers at levels that are commensurate with the levels of compensation for executives in similar positions at a group of publicly-traded peer companies. These peer companies were selected based on their similarity with respect to several criteria, including industry, market value, size and financial performance with respect to revenue, net income and EBITDA:
Altice USA, Inc.
Level 3 Communications, Inc.
AMC Networks Inc.
Millicom International Cellular S.A.
Cincinnati Bell Inc.
Telephone and Data Systems, Inc.
DISH Network Corporation
WideOpenWest, Inc.
Frontier Communications Corporation
Windstream Holdings, Inc.
IDT Corporation
Zayo Group Holdings, Inc.
Accordingly, we evaluate our executive compensation program, including our mix of cash and equity compensation, based on a review of this peer group. The compensation committee reviewed compensation data from these peer companies, and other relevant survey sources, to inform its decision about overall compensation opportunities and specific compensation elements. Our compensation committee generally targeted the 75th percentile of peer group compensation levels for our executive compensation program, subject to adjustments based on individual experience, expertise and performance.
Assessing NEO Performance
The compensation committee employs a thorough process to evaluate our NEOs’ performance that informs its compensation decisions for the year, including those related to a NEO’s base salary, annual performance awards and annual equity awards. This design allows our compensation committee to employ a holistic evaluation process, taking into account factors in and out of their control, while balancing it with our financial and shareholder outcomes, to get to a better result. All of our NEOs provided critical strategic vision and leadership to our company during 2019.
Our CEO’s performance goals focused on six key areas: culture and leadership, customer and operational excellence, key financial and growth metrics, transformation initiatives, inorganic growth, and governance and reputation. The customer and operational excellence metrics focused on growth targets, including financial measures, based on our 2019 budget. In the evaluation of his 2019 performance, our compensation committee reviewed the various

32


performance objectives assigned to Mr. Nair and the company’s accomplishments in relation to these objectives. In this regard, our compensation committee noted that our company had made significant strides in the second year of operating as an independent public company under Mr. Nair’s leadership, noting in particular, our record fixed and mobile subscriber additions, the significant improvement in adjusted free cash flow generation and progress with our inorganic growth agenda, including the announcement of the accretive acquisition of AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands. In addition, Mr. Nair continued to focus on product innovation through new customer value propositions, new technologies and increasing the number of homes passed with high-speed broadband connectivity. The implementation of a new operating model was established to drive efficiencies in operational expenditures, and our new Panama Operations Center, which opened in July 2019, now provides the foundation for greater scale in the region.
Our compensation committee also noted Mr. Nair’s strong leadership, integrity and focus on building a united culture for the business to grow. Our compensation committee noted that our company had a number of significant performance accomplishments in 2019 under the leadership of Mr. Nair, including the following:
Successfully developed a strong team, common vision and culture;
Achieved fiscal year 2019 financial guidance targets, including exceeding adjusted free cash flow expectations;
Delivered record additions of 283,000 revenue generating units and 124,000 mobile subscribers;
Increased group wide focus on B2B, driving strong growth, particularly in Chile and Puerto Rico, and new product launches such as SDWAN;
Drove strong customer relationship net promoter score (rNPS) improvement in Liberty Puerto Rico, further evidencing the strong recovery from Hurricane Maria in 2017;
Improved operational metrics, including mean time to install and mean time to repair;
Maintained speed leadership, deploying world-class fixed and mobile networks;
Expanded our fixed networks by either upgrading or adding over 490,000 homes passed;
Increased mobile LTE population coverage to over 90% with LTE customer penetration of 50%;
Reached an agreement to acquire AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands, completed the acquisition of UTS in Curacao offering new capabilities in existing markets, and completed the Seychelles Disposition; and
Strengthened our balance sheet and capital structure through various financing transactions including raising capital through a convertible bond, completed the largest non-investment grade corporate financing in Puerto Rico for the AT&T Acquisition and otherwise continued to decrease our cost of capital and increase the tenor of our debt.
In reviewing Mr. Nair’s performance, the compensation committee considered both what had been accomplished and how such accomplishments had been achieved. The compensation committee also considered Mr. Nair’s responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our operations and 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 and events, such as Hurricane Dorian in the Bahamas. In light of these significant accomplishments, Mr. Nair received a recognition bonus as part of the new annual cash performance plan, whereby top performers are eligible to receive a payout over the annual bonus result (the Recognition Bonus Program). For more information regarding our annual bonus plan and the Recognition Bonus Program, see Annual Performance Awards below.

33


With respect to the individual performance of our other NEOs, the compensation committee reviewed and discussed their performance with our CEO, giving deference to our CEO’s evaluation of their performance against their respective 2019 performance goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the Board and events planned for the directors, which assists in informing their judgment and assessment. The individual performance goals for the NEOs related to their respective functional or operational areas of responsibility. In particular:
Mr. Kenigsztein’s goals focused on the leadership of the operating companies, delivering commercial and operational targets, creating compelling propositions for customers, and leading a number of transformation programs, including digital transformation, and establishing a regional Operations Center in Panama.
Mr. Khemka’s goals focused on leadership and execution of the T&I transformation program, optimizing operational synergies, evaluating our video and broadband strategies, and managing the capital expenditure investments across the company, including projects to extend our networks.
Mr. Noyes’ goals related to financial strategy, investor relations, strengthening the company’s balance sheet and liquidity, and ensuring compliance of all financial reporting, including progressing towards Sarbanes-Oxley compliance.
Mr. Winter’s goals related to overseeing the company’s governance, risk and legal matters, establishing company-wide corporate policies, commercial contracting, oversight of regulatory matters, and effective execution of key financial and strategic transactions, including the AT&T Acquisition and the Seychelles Disposition.
The compensation committee considered each NEO’s performance and overall leadership relative to the size and complexity of the business and the regions in which Liberty Latin America operates.
Elements of Our Compensation Packages
The implementation of our compensation approach 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 expected to be based on increased responsibilities, company-wide budgets and increases in the cost of living.
2018 and 2019 Base Salaries. For 2018, the base salaries of Messrs. Nair, Kenigsztein, Khemka, Noyes and Winter were $1.25 million, $700,000, $625,000, $550,000 and $500,000, respectively. Mr. Nair’s initial base salary is set in his employment agreement, the terms of which are described below under Employment and Other Agreements. In March 2019, our compensation committee accepted our CEO’s recommendation that none of our NEOs receive an increase in base salary for 2019.
Annual Performance Awards
General. Annual cash performance awards 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.
Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO 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 cash performance award program and his recommendations for any recognition award. The compensation committee determines whether our financial performance for the prior fiscal year has satisfied the base performance

34


objective set by the compensation committee, which is a precondition to the payment of any award to our CEO, and determines the percentage of the financial performance metric(s) that has been achieved. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. 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 performance awards, and the terms of the annual cash performance award program for the current year, including, in a private session, the goals for our CEO for the coming year.
In connection with our annual cash performance award program, we encourage increased share ownership among management, including our NEOs, in our various countries, aligning incentives among employees and shareholders. As a result, our compensation committee implemented a shareholding incentive plan (SHIP) that allows certain members of management to elect to receive up to 100% of their annual performance awards in our Class A common shares, par value $0.01 per share, and our Class C common shares, par value $0.01 per share, in lieu of cash. A participant who elects to receive shares in respect to their annual cash performance award will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual performance award. The RSUs will vest one year after the grant date, provided the participant holds all of the shares issued in respect to the respective annual performance award through that period. The number of common shares granted will be based on the closing prices of our LILA and LILAK shares on the date the performance award is paid and delivered on a one for two ratio between our LILA and LILAK shares. The option to receive and hold shares commenced with the 2018 annual performance bonus program.
Design of 2019 Annual Bonus Program and 2019 Performance. In approving the 2019 annual performance bonus program (the 2019 Annual Bonus Program) the compensation committee considered the following key elements of the 2019 Annual Bonus Program:
the achievement of budgeted revenue and operating free cash flow (OFCF) growth;
the achievement of a target average rNPS; and
the base performance objective for our CEO required that either 50% of 2019 budgeted revenue growth or 50% of 2019 budgeted OFCF growth be achieved.
The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 2019 of such metrics, with a maximum payout of 150% for over-performance for each of revenue, OFCF and rNPS. The metrics are weighted as: (i) revenue (weighted 30%); (ii) OFCF (weighted 50%); and (iii) rNPS (weighted 20%). The 2019 target achievable performance award was $3.5 million for our CEO pursuant to the terms of his employment agreement and $1.0 million for each of the other NEOs.
Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 2019 annual bonus to up to 130% of the annual bonus result. Of note, budgeted revenue growth and budgeted OFCF growth provides for most of the total bonus payout amount for all participants.
Budgeted growth was determined by comparing 2018 actual results, as adjusted for acquisitions, a disposition and FX, for the applicable metric to the amount budgeted for that metric in the 2019 audited consolidated financial statements as approved by our Board. The payout schedule for each financial metric is based on the percentage achievement against the 2019 budget, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies that affect comparability.
In choosing OFCF as one of the performance measure for the 2019 annual bonus program, the compensation committee’s goal was to align achievement of that portion of the bonus with a key performance indicator for the company to deliver operating fee cash flow while maintaining efficient operating performance and generating free cash flow.

35


At its meeting on February 21, 2020, the compensation committee reviewed the actual revenue and OFCF for 2019 based on our 2019 audited consolidated financial statements. It also considered whether to exercise its discretion to reduce the total bonus payout amount to any of our NEOs. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2019 financial performance and the individual NEO’s performance overall as compared to his 2019 performance goals, taking into account the payout schedules for financial and individual performance.
The following table provides further details of our 2019 Annual Bonus Program plan for our NEOs, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. At the February 21, 2020 meeting, the compensation committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the table below.
Goal
Achievement Range (in millions, other than rNPS)
% of Target Bonus
Consolidated Adjusted Revenue(1)



Actual Achievement
<$3,678
>$3,679 - $3,827
$3,828
>$3,829
$3,782
0%
1% - 29%
30%
31% - 45%
20.8%
Consolidated Adjusted OFCF(1), (2)



Actual Achievement
<$704
>$705 - $824
$825
>$826
$833
0%
1% - 49%
50%
51% - 75%
53.5%
rNPS (relationship net promoter score)(3)



Actual Achievement
-7.5 points
> -7.5 < -2.5 points
> -2.5 points - 0 points 
> 0 points - 2.5 points
-2.1
0%
1% - 19%
20%
21% - 30%
20%
% of Target Achieved
 
94.3%
Actual Bonus for 2019(4)
Nair:
$4,290,650
Kenigsztein
$943,000
Noyes:
$1,225,900
Khemka
$943,000
Winter:
$943,000
(1)
Adjustments were made in accordance with the terms of the 2019 Annual Bonus Program and for certain other unbudgeted events that our compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These adjustments included (a) adjustments to 2018 revenue and OFCF to reflect foreign currency exchange rates with the 2019 exchange rates; (b) impact of acquisitions and a disposal, which consisted of: (i) the results of UTS, acquired effective March 31, 2019, (ii) the disposition of our operations in the Seychelles during the fourth quarter of 2019, and (iii) the results of Cabletica, acquired in the fourth quarter of 2018; and (c) the estimated impacts of Hurricane Dorian and Chilean social unrest experienced in the fourth quarter of 2019. In the aggregate, the adjustments to 2019 amounts resulted in a net decrease of revenue by $85 million and OFCF increase of $13 million.

36


(2)
For purposes of the 2019 Annual Bonus Program, OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) less property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
(3)
rNPS ranges are against each underlying operation's target, and consolidated results are based on the weighted average consolidated rNPS results, which have a target bonus percentage ranging from 0% to 30%. Actual rNPS results were improved against the targets as follows for our operating companies on a consolidated basis: (2.0) from Target.
(4)
To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO’s target achievable performance award, as approved by the compensation committee, and in the case of Messrs. Nair and Noyes, who were awarded Recognition Bonus Award for their performance in 2019, such result was multiplied by 1.30.
Equity Incentive Awards
General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, represent 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.
Our compensation committee’s approach to equity incentive awards for the senior management team places a significant emphasis on performance-based equity awards. The compensation committee sets a target annual equity value for each executive, of which approximately two-thirds is delivered in the form of an annual award of performance-based restricted share units (PSUs) and approximately one-third in the form of an annual award of SARs. All of these awards are made pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan).
Each year’s award of PSUs has a two-year performance period. The percentage of the PSU award earned during the relevant performance period is subject to vesting in two equal installments during the year following the end of the performance period. Each year’s award of SARs is made at the same time as awards are made under our annual equity grant program for employees and on terms consistent with our standard form of SARs award agreement.     
2019 PSUs and SARs. Pursuant to the Incentive Plan, in March 2019, the compensation committee approved the target annual equity values for 2019 and granted an aggregate of 412,671 PSUs (the 2019 PSUs) to our CEO and the other NEOs of our company. The 2019 PSUs were divided with one-third as Class A PSUs and two-thirds as Class C PSUs. Each 2019 PSU represents the right to receive one Class A common share or Class C common share, as applicable, subject to performance and vesting. In 2019, the compensation committee also granted an aggregate of 694,449 SARs (the 2019 SARs) to our CEO and the other NEOs of our company. The 2019 SARs were divided with one-third as Class A SARs and two-thirds as Class C SARs.

37


The target annual equity values and grants for the 2019 PSUs and the 2019 SARs for our NEOs are set forth in the table below:
 
 
 
 
Two-thirds of Target
Annual Equity Value in the Form of:
 
One-third of Target
Annual Equity Value in the Form of:
Name and Position
 
Target Annual
Equity Value
 
Class A 2019
PSU Grant
 
Class C 2019
PSU Grant
 
Class A 2019
SAR Grant
 
Class C 2019
SAR Grant
Balan Nair, Chief Executive Officer & President
 
6,500,000
 
72,989
 
145,978
 
122,827
 
245,654
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)
 
1,500,000
 
16,844
 
33,688
 
28,345
 
56,690
Betzalel Kenigsztein, Senior Vice President & Chief Operating Officer
 
1,500,000
 
16,844
 
33,688
 
28,345
 
56,690
Vivek Khemka, Senior Vice President and Chief Technology and Product Officer
 
1,500,000
 
16,844
 
33,688
 
28,345
 
56,690
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary
 
1,250,000
 
14,036
 
28,072
 
23,621
 
47,242
The performance period for the 2019 PSUs ends on December 31, 2020. As the performance measure, the compensation committee selected growth in operating cash flow (OCF) (operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation for litigation, and impairment, restructuring and other operating items), as adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. In choosing OCF as the performance measure for the 2019 PSUs, the compensation committee’s goal was 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. The target OCF compound annual growth rate (OCF CAGR) is subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. A performance range of 50% to 125% of the target OCF CAGR would result in award recipients earning 50% to 150% of their target 2019 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2019 PSUs will vest on April 1, 2021 and the balance on October 1, 2021. The compensation committee also established a minimum OCF CAGR base performance objective, subject to certain limited adjustments, which must be satisfied in order for our CEO to be eligible to earn any of his 2019 PSUs. The base performance objective was designed so that the awards for our CEO would qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the Code), see —Tax and Accounting Considerations below. If the base performance objective is achieved, our CEO will be eligible to earn up to 150% of his 2019 PSUs, subject to the compensation committee’s discretion to reduce the size of the award earned, including to zero, to align with our company’s and the individual’s performance.
The 2019 PSUs are subject to forfeiture or acceleration in connection with certain termination of employment or change in control events as described in —Potential Payments upon Termination or Change of Control—Termination of Employment—Death. The 2019 PSUs will convert to time-vested restricted share units following certain change in control events.
The 2019 SARs provide for vesting 12.5% of the shares on November 1, 2019 and the remaining shares in 14 equal quarterly installments commencing on February 1, 2020.

38


While we expect the compensation committee to follow this approach to equity incentive compensation in future years, as a relatively new company, our compensation committee continues to evaluate appropriate timing of grants under our annual equity grant program and may determine to grant awards at another time in subsequent years. In adopting this approach to equity incentive compensation, the compensation committee made the following observations:
The organizational risks of incentive compensation should be reduced through:
the use of multiple equity vehicles (PSUs and SARs) with different performance, retention, risk and reward profiles;
annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and
the setting of achievable target performance levels, while providing higher payout levels for over-performance.
The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;
The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates; and
Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.
Decisions for 2018 PSUs. In March 2018, the compensation committee of the Board granted 369,501 PSUs (the 2018 PSUs) with a two-year performance period ending on December 31, 2019. The performance measure was based on a two-year OCF CAGR target. The 2018 PSUs required a performance of at least 50% of the target OCF CAGR for payout with over-performance payout opportunities if the OCF CAGR exceeded the target, subject to reduction or forfeiture based on individual performance. One-half of the earned 2018 PSUs vested on April 1, 2020 and the balance vested on October 1, 2020.
The following table sets forth the threshold, target and maximum performance levels and related payouts for the 2018 PSUs:
 
 
Performance
 
 
Performance Level
 
OCF CAGR
 
Payout
Maximum
 
125%
 
7.8%
 
150%
Target
 
100%
 
6.2%
 
100%
Threshold
 
50%
 
3.1%
 
50%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2019 OCF against 2018 OCF, as adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF CAGR for extraordinary events that distort performance.
At its February 21, 2020 meeting, our compensation committee reviewed management’s calculations of 2018 and 2019 OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2018 PSU grant agreements. The

39


required adjustments to the OCF for 2018 and 2019 made pursuant to the terms of the 2018 PSU grant agreements included adjustments to (1) reflect consistent foreign currency exchange rates, (2) remove the effects of the acquisitions of Cabletica and UTS as these are acquisitions to be excluded pursuant to the guidelines, and (3) remove two months of OCF during 2017 related to our operations in the Seychelles following our disposition of this operation in November 2019. As permitted by the 2018 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments (a) adding back of estimated OCF impact related to the political and social unrest in Chile from late October 2019 through year-end 2019 (excluding FX), and (b) adding back of estimated OCF impact related to Hurricane Dorian in August and September 2019.
The required and discretionary adjustments, in the aggregate, reduced our OCF for 2017 of $1,352.6 million to $1,310.0 million. Based on the foregoing, the compensation committee determined that approximately 97.37% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (6.04%) by the target OCF CAGR (6.20%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the threshold and target levels in the preceding table, translated into 97.37% of the target 2018 PSUs being earned. The compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2018 PSUs, which had been earned based on financial performance.
The table below sets forth the actual number of the 2018 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2018 PSUs.
Name
 
LLA Class A RSUs
 
LLA Class C RSUs
Balan Nair
 
61,240
 
122,480
Christopher Noyes
 
15,310
 
30,621
Betzalel Kenigsztein
 
15,310
 
30,621
Vivek Khemka
 
15,309
 
30,619
John Winter
 
12,757
 
25,515
Share Ownership Policy
Our compensation committee has established an Executive Share Ownership Policy, effective March 2018, 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 common shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:
Position
 
Guideline
Chief Executive Officer
 
5 times base salary
Chief Financial Officer, Chief Operating Officer, Chief Technology and Product Officer and Chief Legal Officer
 
4 times base salary
All other members of the Executive Leadership Team
 
3 times base salary
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 four years of the policy’s effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of common shares owned by an executive and a senior officer, the policy includes the value of common shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested common shares held in the officer’s account in the Liberty Latin America 401(k) Savings and Stock Ownership Plan, and 50% of the in-the-money value of vested options and SARs.

40


Deferred Compensation Plan
Under the Liberty Latin America Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers and who are designated as participants from time to time 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., we contribute to the defined contribution Liberty Latin America 401(k) Savings and Stock Ownership 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 to personal use of our corporate aircraft and an executive health plan.
Under our aircraft policy, members of our Board, our CEO, other executive officers and certain senior officers, with our CEO’s or Chief Legal Officer’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the aggregate incremental costs incurred, plus applicable taxes. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. Pursuant to his employment agreement, the annual flight hours for Mr. Nair’s personal use of our aircraft is 50 hours per year without cost reimbursement. If Mr. Nair’s personal use of our aircraft exceeds 50 annual flight hours for a relevant calendar year, he will also be obligated to pay us the aggregate incremental cost of such usage over his allotted 50 annual flight hours. 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 method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS). 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.
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.
Tax and Accounting Considerations
Under the 2017 Tax Act, Section 162(m) of the Code and the regulations and interpretations promulgated thereunder was amended effective for 2018 to prohibit the deduction of compensation in excess of $1.0 million paid to “covered employees”, which may limit our ability to deduct all compensation paid to certain of our executives in the future. Effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation will no longer be available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible. While the compensation committee considers the accounting and tax implications of its compensation decisions, other important

41


considerations may outweigh such tax or accounting implications, and the compensation committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws. Our compensation committee endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.
Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.
Recoupment Policy
We have a recoupment policy, which is reflected in the terms of our PSU awards and our annual cash performance awards for executive officers, that provides 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
Our CEO and each of our NEOs are entitled to post-employment benefits under their respective employment agreements. See Employment and Other Agreements below. Additionally, our NEOs and executive officers are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the Incentive Plan provides 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 awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU 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.
The compensation committee believes 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 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
For purposes of determining the number of LILA and LILAK PSUs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee expects to use the 5-day average of the closing prices of such shares leading up to the date of such committee’s approval of the grants to determine the number of awards to issue. The grant date for such awards occurs in March of each year. For 2019, awards were granted toward the end of March. As a relatively new company, our compensation committee continues to evaluate appropriate timing of grants under our annual equity grant program and may determine to grant awards

42


at another time in subsequent years. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.
Policies Regarding Hedging
Our Board has adopted an Insider Trading Policy that requires each of our directors and executive officers to pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the Legal Department or our company’s outside counsel. The policy prohibits short sales of our company’s securities by any director or employee. We do not have a policy that specifically prohibits our directors or executive officers from hedging the economic risk of share ownership.
Compensation Committee Report
The compensation committee has reviewed the Compensation Discussion and Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Members of the
Compensation Committee
Miranda Curtis (chair)
Paul A. Gould
Eric L. Zinterhofer
Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for fiscal years 2019, 2018 and 2017:
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock Awards
($)(1)
 
Option Awards
($)(2)
 
Non-Equity
Incentive Plan
Compensation
($)(3)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4)
 
All Other
Compen-sation
($)(5)
 
Total ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
1,250,000

 
 
 
6,943,346

 
2,932,965

 
1,320,200

 
48,831

 
86,913

 
12,582,255

Balan Nair
 
2018
 
1,250,000

 
1,500,000

 
6,436,213

 
2,562,779

 
1,431,000

 
1,249

 
112,207

 
13,293,448

Chief Executive Officer & President
 
2017
 

 

 

 
5,137,047

 

 

 

 
5,137,047

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
550,000

 
 
 
2,203,493

 
676,845

 

 

 
24,613

 
3,454,951

Christopher Noyes
 
2018
 
550,000

 

 
1,773,099

 
640,695

 

 

 
24,639

 
2,988,433

Senior Vice President & Chief Financial Officer
 
2017
 

 

 

 
304,473

 

 

 

 
304,473

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
700,000

 
 
 
1,177,980

 
676,845

 
660,100

 
9,468

 
34,116

 
3,258,509

Betzalel Kenigsztein
 
2018
 
700,000

 

 
1,112,704

 
640,695

 
667,800

 
700

 
62,668

 
3,184,567

Senior Vice President & Chief Operating Officer
 
2017
 

 

 

 
304,473

 

 

 

 
304,473

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
625,000

 
 
 
1,655,374

 
676,845

 
235,750

 
557

 
24,758

 
3,218,285

Vivek Khemka
 
2018
 
195,313

 

 
1,065,995

 
695,487

 
147,188

 

 
4,230

 
2,108,213

Senior Vice President & Chief Technology and Product Officer
 
2017
 

 

 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
500,000

 
 
 
1,777,272

 
564,042

 

 

 
30,431

 
2,871,745

John Winter
 
2018
 
500,000

 

 
1,311,785

 
533,901

 

 

 
25,864

 
2,371,550

Senior Vice President, Chief Legal Officer & Secretary
 
2017
 

 

 

 
304,473

 

 

 

 
304,473


43


(1)
The 2019 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 13, 2020 for the equity portion of the 2019 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), and (c) the grant date fair value of each NEO’s target 2019 PSUs determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718). The 2018 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2019 for the equity portion of the 2018 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of Mr. Khemka’s sign-on award of LILA and LILAK RSUs, and (d) the grant date fair value of each NEO’s target 2018 PSUs determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2019, which are included in the 2019 Form 10-K.
(2)
The 2019 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2019 and granted on April 1, 2019 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.44%, a volatility rate ranging from 34.93% to 35.03% and an expected term of 7.0 years. The 2018 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2018 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate ranging from 2.92% to 3.05%, a volatility rate of ranging from 32.00% to 32.95% and an expected term of 7.0 years. The 2017 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2017 and granted on January 2, 2018 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.34%, a volatility rate ranging from 35.46% to 36.61% and an expected term of 6.4 years. For a further description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2019, which are included in the 2019 10-K.
(3)
The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash payments earned by the NEOs under the 2019 Annual Bonus Program. The compensation committee determined the final award amounts at its February 21, 2020 meeting. The awards were paid out in March 2020. The dollar amounts in the “Non-Equity Incentive Plan Compensation” column also reflect the cash payments earned by the NEOs under the 2018 Annual Bonus Program. The compensation committee determined the final award amounts at its February 20, 2019 meeting. The awards were paid out in March 2019.
(4)
The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.

44


(5)
The following table provides additional information about the 2019 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:
Name
 
401(k) Plan ($)(a)
 
Life Insurance
($)(b)
 
Meals ($)(b)
 
Airplane Usage ($)(b)
 
Miscellaneous ($)(b)
 
Total ($)
Balan Nair
 
19,000
 
547
 
1,979
 
51,391

 
13,996
 
86,913
Christopher Noyes
 
19,000
 
547
 
1,979
 

 
3,087
 
24,613
Betzalel Kenigsztein
 
19,000
 
547
 
1,979
 
34

 
12,556
 
34,116
Vivek Khemka
 
19,000
 
334
 
1,979
 
68

 
3,377
 
24,758
John Winter
 
19,000
 
547
 
1,979
 
55

 
8,850
 
30,431
(a)
Represents matching employer contributions made under the Liberty Latin America 401(k) Savings and Stock Ownership Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Latin America’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched.
(b)Amounts reflect the following:
Premiums for term life insurance under our group term life insurance benefit plan for U.S. employees.
Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka under our executive health plan.
Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka related to Liberty Latin America’s on-site cafeteria.
Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Nair ($51,391) and immaterial amounts for Messrs. Kenigsztein, Winter, and Khemka. Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.
During 2019, Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka used sporting and concert event tickets that resulted in no incremental cost to us.
(6)
Mr. Khemka joined our company in September 2018.

45


Grants of Plan-Based Awards
The table below sets forth certain information concerning the grants of equity based awards and the annual performance bonus awards approved and granted to our NEOs under the Incentive Plan during the year ended December 31, 2019, as described above in —Compensation Discussion and Analysis—Elements of Our Compensation Packages.
 
 
 
 
 
 
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
 
Estimated Future Payouts Under Equity Incentive Plan Awards
 
All Other Stock Awards: Number of Shares of Stock or Units (#) (2)
 
All other Option Awards Number of Securities Underlying Options (#)
 
Exercise or Base Price of Option Awards ($/sh)
 
Grant Date Fair Value of Stock & Option Awards
($)
Name
 
Grant Date
 
Board/ Committee Action Date
 
Threshold ($)(1)
 
Target
($)(1)
 
Maximum
($)(1)
 
Threshold
(#)(1)
 
Target
(#)(1)
 
Maximum
(#)(1)
 
 
 
 
Balan Nair
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
03/13/2020
 
02/20/2019
 
700,000

 
1,400,000

 
1,400,000

 

 

 

 

 

 

 

LILA
 
03/15/2019
 
02/20/2019
 

 

 

 

 

 

 
5,068

 
 
 

 
101,360

 
 
04/01/2019
 
02/20/2019
 

 

 

 

 

 

 

 
122,827

 
19.91

 
965,977

 
 
07/17/2019
 
02/20/2019
 

 

 

 
36,495

 
72,989

 
109,483

 

 

 

 
1,237,893

 
 
03/13/2020
 
02/20/2020
 

 

 

 
$
393,750

 
$
787,500

 
$
1,137,500

 

 

 

 

LILAK
 
03/15/2019
 
02/20/2019
 

 

 

 

 

 

 
10,136

 

 

 
202,720

 
 
04/01/2019
 
02/20/2019
 

 

 

 

 

 

 

 
245,654

 
20.03

 
1,966,987

 
 
07/17/2019
 
02/20/2019
 

 

 

 
72,929

 
145,978

 
218,967

 

 

 

 
2,487,465

 
 
03/13/2020
 
02/20/2020
 

 

 

 
$
787,500

 
$
1,575,000

 
$
2,275,000

 

 

 

 

Christopher Noyes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LILA
 
03/15/2019
 
2/20/2019
 

 

 

 

 

 

 
1,570

 

 

 
31,400

 
 
03/20/2019
 
2/20/2019
 

 

 

 

 

 

 
4,186

 

 

 
83,804

 
 
04/01/2019
 
2/20/2019
 

 

 

 

 

 

 

 
28,345

 
19.91

 
222,920

 
 
07/17/2019
 
2/20/2019
 

 

 

 
8,422

 
16,844

 
25,266

 

 

 

 
285,674

 
 
03/13/2020
 
2/20/2020
 

 

 

 

 
$
375,000

 
$