Sector: Communication
GCI LIBERTY INC SERIES A · Meeting: May 11, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors Proposal
Dr. Green joined the board in July 2025 in connection with the GCI Liberty spin-off, which is less than 24 months ago, making him exempt from the TSR underperformance trigger under our policy; he brings relevant broadband technology expertise and no overboarding, independence, attendance, or familial relationship concerns were identified.
Mr. Gould was appointed in November 2025, well within the 24-month new-director exemption from the TSR trigger; he brings relevant media and local Alaska market knowledge, holds no other public company board seats, and no other policy concerns were identified.
Both nominees joined the board in 2025 in connection with or shortly after the GCI Liberty spin-off, placing them firmly within the 24-month exemption from the TSR underperformance trigger. Although GLIBA has significantly underperformed the XLC sector ETF over three years (trailing by approximately 84 percentage points, well above the 50-point threshold for low-positive absolute returns), neither nominee can be held accountable for underperformance that predates their tenure. Both directors pass all other policy screens — no overboarding, no independence issues, no attendance concerns, no familial relationships with management.
CEO
Ronald A. Duncan
Total Comp
$12,937,719
Prior Support
N/A
This is the first say-on-pay vote for GCI Liberty as an independent public company (spun off July 2025), so there is no prior-year vote result to consider. CEO Ronald Duncan's total reported compensation of $12,937,719 is heavily weighted toward the large multi-year stock option award ($10,057,524), which vests in three equal installments over 2026–2028 and was granted at the time of the spin-off as a new employment agreement award — meaning it is a single large grant covering multiple future years reported all at once in 2025; this front-loaded structure inflates the single-year reported figure and should be understood in that context. The compensation program includes meaningful performance conditions (performance-based RSU vesting tied to operational and financial metrics, a performance-based annual bonus), a robust clawback policy meeting Dodd-Frank requirements, and no tax gross-up payments, all of which represent positive pay-mix characteristics consistent with our policy.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,783,000
Non-Audit Fees
$0
KPMG charged $1,783,000 in audit fees for 2025 with zero non-audit, tax, or other fees, producing a non-audit fee ratio of 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy (GCI Liberty only became an independent public company in July 2025 and had not previously engaged its own auditor), so the tenure trigger does not fire. KPMG is a Big 4 firm fully appropriate for a company of this size and complexity.
GCI Liberty's 2026 annual meeting ballot is relatively straightforward for a newly independent public company completing its first proxy cycle since the July 2025 spin-off from Liberty Broadband. Both director nominees are exempt from TSR accountability triggers due to their recent appointment dates, the auditor ratification is clean with no non-audit fees, and the say-on-pay program has meaningful performance conditions despite a large front-loaded option grant to the CEO; the primary governance concerns are the board's request to waive jury trial rights for shareholder lawsuits via a charter amendment (which we oppose) and the recommendation for triennial rather than annual say-on-pay votes (where we favor annual frequency).
