CEO Ronald Duncan was paid $12,937,719 in fiscal year 2025 (SEC filing 0001104659-26-035183 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Ronald Duncan | $459,643 | $0 | $1,459,893 | $10,057,524 | $846,569 | $0 | $114,091 | $12,937,719 |
| President and Chief Executive Officer | ||||||||
| Renee Wilm | 0 | 0 | 493,462 | 0 | 0 | 0 | 0 | 493,462 |
| Chief Legal Officer and Chief Administrative Officer | ||||||||
| Brian Wendling | 0 | 0 | 252,904 | 0 | 0 | 0 | 0 | 252,904 |
| Principal Financial Officer and Chief Accounting Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Ronald Duncan | $12,937,719 | — | — | — |
| Renee Wilm | 493,462 | — | — | — |
| Brian Wendling | 252,904 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Larry E. Romrell | RSU | 36,055 | — | $21,985 |
| Larry E. Romrell | PSU | 34,878 | — | 35,331 |
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term company value. A significant portion of the Chief Executive Officer’s compensation is at-risk and performance-based, and performance targets support the long-term growth of the company.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-11 | 4,975,149 | 1,013,589 | 6,197 | 83.08% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-11 | 83.08%a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Brian M. DeevyIndependent · Compensation · Nominating and Corporate Governance · Audit (Chair) | $23,352 | $10,727 | $376,881 | — | $0 | $410,960 |
| Larry E. RomrellIndependent · Compensation (Chair) · Nominating and Corporate Governance · Audit | 23,352 | 10,496 | 369,308 | — | 0 | 403,156 |
| Richard R. GreenIndependent · Compensation · Nominating and Corporate Governance (Chair) · Audit · Newly elected | 28,022 | 10,065 | 364,084 | — | 0 | 402,171 |
| Jedd GouldIndependent · Audit · Newly elected | 35,027 | 0 | 219,285 | — | 0 | 254,312 |
| Ronald A. DuncanEmployee director · Executive | — | — | — | — | — | 0 |
| John C. MaloneNot independent · Board Chair · Executive | — | — | — | — | — | — |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 15,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $109,753 |
| Equity awards (grant-date value) | $31,288 |
| All other compensation | $0 |
| Total cost of the board | $141,041 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Liberty Capital | 2025 | Ronald Duncan | $459,643 | $1,459,893 | $10,057,524 | $846,569 | $12,937,719 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Ronald Duncan | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Summary Compensation Table”. As printed: 12,937,719. Filing ↗machine: r1 · c48 · span 852479–852489 |
| 2 | Section 01, Renee Wilm | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Summary Compensation Table”. As printed: 493,462. Filing ↗machine: r3 · c48 · span 863806–863813 |
| 3 | Section 01, Brian Wendling | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Summary Compensation Table”. As printed: 252,904. Filing ↗machine: r2 · c48 · span 856690–856697 |
| 4 | Section 08, Brian M. Deevy | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Director Compensation”. As printed: 410,960. Filing ↗machine: span 621163–621170 |
| 5 | Section 08, Larry E. Romrell | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Director Compensation”. As printed: 403,156. Filing ↗machine: span 634945–634952 |
| 6 | Section 08, Richard R. Green | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Director Compensation”. As printed: 402,171. Filing ↗machine: span 630203–630210 |
| 7 | Section 08, Jedd Gould | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Director Compensation”. As printed: 254,312. Filing ↗machine: span 626012–626019 |
| 8 | Section 08, Ronald A. Duncan | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 08, John C. Malone | DEF 14A | 2026-03-26 | 0001104659-26-035183 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 10 | Section 06, 2026 vote | Form 8-K | 2026-05-13 | 0001104659-26-059560 | Item 5.07 · say-on-pay result. As reported: 83.08% (votes for as printed: 4,975,149). Filing ↗ |
| 11 | Section 09b board cost (computed) | Computed | — | — | Cash 109,753 + equity 31,288 + all other 0 = 141,041, summed across the director compensation table rows.machine: formula: Σ = 141,041 |
| 12 | Liberty Capital (subject), Section 10b CEO total | DEF 14A | 2026-03-26 | 0001104659-26-035183 | CEO total compensation as printed in Liberty Capital's own proxy. As printed: 12,937,719. Filing ↗machine: r1 · c48 · span 852479–852489 |
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