Ί¬Πί²έ΄«Γ½

Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Pay vs Performance [Table Text Block]
PAY VERSUS PERFORMANCE
This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of the Company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in ItemΜύ402(v) of RegulationΜύS-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, ItemΜύ402(v) of RegulationΜύS-K requires that in each covered year we (1)Μύdeduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2)Μύadd, for awards granted in the covered year, the fair value of the equity awards (i)Μύas of the end of a covered year or (ii)Μύas of the vesting date, as applicable; and (3)Μύadd or subtract, for awards granted in, and outstanding at the end of, a prior year (i)Μύthe change in the fair value from the end of the prior year to the end of the current year or (ii)Μύfrom the end of the prior year to the date the awards vest in the covered year, as applicable.
​ ​ ​ ​
Current PEO(1)
​ ​
Former PEO(1)
​ ​
Non-PEO NEOs(1)
​ ​
Value of initial fixed $100
investment based on:
​ ​
(millions)
​
​
Year
​ ​
Summary
Compensation
Table Total for
Current PEO
($)(2)
​ ​
Compensation
Actually Paid
to Current PEO
($)(3)
​ ​
Summary
Compensation
Table Total for
Former PEO
($)(2)
​ ​
Compensation
Actually Paid
to Former PEO
($)(3)
​ ​
Average
Summary
Compensation
Table Total for
non-PEO NEOs
($)(2)
​ ​
Average
Compensation
Actually Paid
to non-PEO
NEOs ($)(3)
​ ​
Total Shareholder
Return (β€œTSR”) ($)(4)
​ ​
Peer
Group
Total
TSR ($)(5)
​ ​
Net
Income
($)(6)
​ ​
Adjusted
OIBDA
($)(7)
​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (3,863,990) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (5,861,216) ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 44.18 ​ ​ ​ ​ ​ 118.02 ​ ​ ​ ​ ​ (2,532) ​ ​ ​ ​ ​ 1,089 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 134.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ 12,457,043 ​ ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ 11,160,011 ​ ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ 1,751,786 ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 205.99 ​ ​ ​ ​ ​ 169.06 ​ ​ ​ ​ ​ 421 ​ ​ ​ ​ ​ 2,126 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 201.04 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ 20,505,569 ​ ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ 11,364,265 ​ ​ ​ ​ ​ QRTEA ​ ​ ​ ​ ​ 259.98 ​ ​ ​ ​ ​ 140.54 ​ ​ ​ ​ ​ 1,254 ​ ​ ​ ​ ​ 2,224 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QRTEB ​ ​ ​ ​ ​ 253.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
(1)
Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO). On OctoberΜύ1, 2021, Mr.ΜύRawlinson succeeded Mr.ΜύGeorge as our Principal Executive Officer and remained our Principal Executive Officer through 2022 (our Current PEO). Our named executive officers other than our Principal Executive Officer (non-PEO NEOs) for each of the fiscalΜύyears indicated were Messrs. Maffei, Wendling and Rosenthaler and Ms.ΜύWilm.
​
(2)
Reflects, for each of our Current PEO and our Former PEO, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscalΜύyears indicated as computed in accordance with ItemΜύ402(v) of RegulationΜύS-K, as set forth below:
​
​
Compensation actually paid to PEO and Non-PEO NEOs
​
​ ​ ​ ​
As Reported in Summary
Compensation Table(a)
​ ​
Equity Award Adjustments(b)
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Total
​ ​
Stock
Awards
​ ​
Option
Awards
​ ​
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
​ ​
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
​ ​
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
​ ​
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
​ ​
Total
Compensation
Actually Paid
​
​
Current PEO
​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (2,926,974) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 971,684 ​ ​ ​ ​ ​ (5,662,379) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (1,206,074) ​ ​ ​ ​ ​ (3,863,990) ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ (6,841,422) ​ ​ ​ ​ ​ (5,948,895) ​ ​ ​ ​ ​ 8,492,897 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 528,554 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 12,457,043 ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​
Former PEO
​
​ 2022 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2021 ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ (10,923,797) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,018,013 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 3,382,990 ​ ​ ​ ​ ​ 1,745,114 ​ ​ ​ ​ ​ 11,160,011 ​ ​
​ 2020 ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ (3,218,805) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,815,762 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,117,753 ​ ​ ​ ​ ​ 20,505,569 ​ ​
​
Non-PEO NEOs
​
​ 2022 ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (499,327) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 445,786 ​ ​ ​ ​ ​ (6,755,464) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (548,486) ​ ​ ​ ​ ​ (5,861,216) ​ ​
​ 2021 ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ (4,643,301) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,613,931 ​ ​ ​ ​ ​ (2,747,860) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 293,473 ​ ​ ​ ​ ​ 1,751,786 ​ ​
​ 2020 ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ (736,170) ​ ​ ​ ​ ​ (1,720,161) ​ ​ ​ ​ ​ 3,596,496 ​ ​ ​ ​ ​ 5,306,198 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (190,492) ​ ​ ​ ​ ​ 11,364,265 ​ ​
​
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(b)
The adjustments made to the fair value of equity awards in accordance with ItemΜύ402(v) of RegulationΜύS-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance.
​
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
​
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscalΜύyears that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
​
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
​
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
​
(4)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in each of our SeriesΜύA and SeriesΜύB common stock (Nasdaq: QRTEA and QRTEB) from DecemberΜύ31, 2019 through DecemberΜύ31 of each covered fiscal year.
​
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Retail Index from DecemberΜύ31, 2019 through DecemberΜύ31 of each covered fiscal year.
​
(6)
Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year.
​
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.
Μύ Μύ
Company Selected Measure Name AdjustedOIBDA Μύ Μύ
Named Executive Officers, Footnote [Text Block]
(1)
Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO). On OctoberΜύ1, 2021, Mr.ΜύRawlinson succeeded Mr.ΜύGeorge as our Principal Executive Officer and remained our Principal Executive Officer through 2022 (our Current PEO). Our named executive officers other than our Principal Executive Officer (non-PEO NEOs) for each of the fiscalΜύyears indicated were Messrs. Maffei, Wendling and Rosenthaler and Ms.ΜύWilm.
Μύ Μύ
Peer Group Issuers, Footnote [Text Block]
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Retail Index from DecemberΜύ31, 2019 through DecemberΜύ31 of each covered fiscal year.
Μύ Μύ
Adjustment To PEO Compensation, Footnote [Text Block]
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscalΜύyears indicated as computed in accordance with ItemΜύ402(v) of RegulationΜύS-K, as set forth below:
​
​
Compensation actually paid to PEO and Non-PEO NEOs
​
​ ​ ​ ​
As Reported in Summary
Compensation Table(a)
​ ​
Equity Award Adjustments(b)
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Total
​ ​
Stock
Awards
​ ​
Option
Awards
​ ​
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
​ ​
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
​ ​
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
​ ​
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
​ ​
Total
Compensation
Actually Paid
​
​
Current PEO
​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (2,926,974) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 971,684 ​ ​ ​ ​ ​ (5,662,379) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (1,206,074) ​ ​ ​ ​ ​ (3,863,990) ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ (6,841,422) ​ ​ ​ ​ ​ (5,948,895) ​ ​ ​ ​ ​ 8,492,897 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 528,554 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 12,457,043 ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​
Former PEO
​
​ 2022 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2021 ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ (10,923,797) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,018,013 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 3,382,990 ​ ​ ​ ​ ​ 1,745,114 ​ ​ ​ ​ ​ 11,160,011 ​ ​
​ 2020 ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ (3,218,805) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,815,762 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,117,753 ​ ​ ​ ​ ​ 20,505,569 ​ ​
​
Non-PEO NEOs
​
​ 2022 ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (499,327) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 445,786 ​ ​ ​ ​ ​ (6,755,464) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (548,486) ​ ​ ​ ​ ​ (5,861,216) ​ ​
​ 2021 ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ (4,643,301) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,613,931 ​ ​ ​ ​ ​ (2,747,860) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 293,473 ​ ​ ​ ​ ​ 1,751,786 ​ ​
​ 2020 ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ (736,170) ​ ​ ​ ​ ​ (1,720,161) ​ ​ ​ ​ ​ 3,596,496 ​ ​ ​ ​ ​ 5,306,198 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (190,492) ​ ​ ​ ​ ​ 11,364,265 ​ ​
​
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(b)
The adjustments made to the fair value of equity awards in accordance with ItemΜύ402(v) of RegulationΜύS-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance.
​
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
​
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscalΜύyears that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
​
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
​
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
Μύ Μύ
Non-PEO NEO Average Total Compensation Amount $ 1,496,276 $ 6,235,544 $ 5,108,394
Non-PEO NEO Average Compensation Actually Paid Amount $ (5,861,216) 1,751,786 11,364,265
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscalΜύyears indicated as computed in accordance with ItemΜύ402(v) of RegulationΜύS-K, as set forth below:
​
​
Compensation actually paid to PEO and Non-PEO NEOs
​
​ ​ ​ ​
As Reported in Summary
Compensation Table(a)
​ ​
Equity Award Adjustments(b)
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Total
​ ​
Stock
Awards
​ ​
Option
Awards
​ ​
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
​ ​
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
​ ​
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
​ ​
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
​ ​
Total
Compensation
Actually Paid
​
​
Current PEO
​
​ 2022 ​ ​ ​ ​ 4,959,754 ​ ​ ​ ​ ​ (2,926,974) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 971,684 ​ ​ ​ ​ ​ (5,662,379) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (1,206,074) ​ ​ ​ ​ ​ (3,863,990) ​ ​
​ 2021 ​ ​ ​ ​ 16,225,908 ​ ​ ​ ​ ​ (6,841,422) ​ ​ ​ ​ ​ (5,948,895) ​ ​ ​ ​ ​ 8,492,897 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 528,554 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 12,457,043 ​ ​
​ 2020 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​
Former PEO
​
​ 2022 ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​
​ 2021 ​ ​ ​ ​ 14,937,691 ​ ​ ​ ​ ​ (10,923,797) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,018,013 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 3,382,990 ​ ​ ​ ​ ​ 1,745,114 ​ ​ ​ ​ ​ 11,160,011 ​ ​
​ 2020 ​ ​ ​ ​ 10,790,859 ​ ​ ​ ​ ​ (3,218,805) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 10,815,762 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,117,753 ​ ​ ​ ​ ​ 20,505,569 ​ ​
​
Non-PEO NEOs
​
​ 2022 ​ ​ ​ ​ 1,496,276 ​ ​ ​ ​ ​ (499,327) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 445,786 ​ ​ ​ ​ ​ (6,755,464) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (548,486) ​ ​ ​ ​ ​ (5,861,216) ​ ​
​ 2021 ​ ​ ​ ​ 6,235,544 ​ ​ ​ ​ ​ (4,643,301) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 2,613,931 ​ ​ ​ ​ ​ (2,747,860) ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ 293,473 ​ ​ ​ ​ ​ 1,751,786 ​ ​
​ 2020 ​ ​ ​ ​ 5,108,394 ​ ​ ​ ​ ​ (736,170) ​ ​ ​ ​ ​ (1,720,161) ​ ​ ​ ​ ​ 3,596,496 ​ ​ ​ ​ ​ 5,306,198 ​ ​ ​ ​ ​ β€” ​ ​ ​ ​ ​ (190,492) ​ ​ ​ ​ ​ 11,364,265 ​ ​
​
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscalΜύyears indicated.
​
(b)
The adjustments made to the fair value of equity awards in accordance with ItemΜύ402(v) of RegulationΜύS-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance.
​
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
​
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscalΜύyears that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
​
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year.
​
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
Μύ Μύ
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8383/bc_shareholderpoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8383/bc_shareholdernonpoe-pn.jpg]
Μύ Μύ
Compensation Actually Paid vs. Net Income [Text Block]
Relationship Between Compensation Actually Paid and Net Income
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8383/bc_netincomepoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8383/bc_netincomenonpoe-pn.jpg]
Μύ Μύ
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Relationship Between Compensation Actually Paid and Adjusted OIBDA
Current PEO and Former PEO
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8383/bc_adjustedoibdapoe-pn.jpg]
non-PEO NEOs
[MISSING IMAGE: /investors/sec-filings/post-split-liberty-interactive/xbrl_doc_only/8383/bc_adjustedoibdanonpoe-pn.jpg]
Μύ Μύ
Tabular List [Table Text Block]
2022 Key Performance Measures
The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance.
Key Financial Performance Measures
Revenue
Adjusted OIBDA
Free Cash Flow
Μύ Μύ
Peer Group Total Shareholder Return Amount $ 118.02 169.06 140.54
Net Income (Loss) $ (2,532,000,000) $ 421,000,000 $ 1,254,000,000
Company Selected Measure Amount 1,089,000,000 2,126,000,000 2,224,000,000
PEO Name Mr.ΜύRawlinson Μύ Μύ
Total Shareholder Return Amount, Series A Common Stock $ 44.18 $ 205.99 $ 259.98
Total Shareholder Return Amount, Series B Common Stock $ 134.11 201.04 253.92
Measure [Axis]: 1 Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Measure Name Revenue Μύ Μύ
Measure [Axis]: 2 Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Measure Name Adjusted OIBDA Μύ Μύ
Non-GAAP Measure Description [Text Block]
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.
Μύ Μύ
Measure [Axis]: 3 Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Measure Name Free Cash Flow Μύ Μύ
Mr. Rawlinson [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
PEO Total Compensation Amount $ 4,959,754 16,225,908 Μύ
PEO Actually Paid Compensation Amount (3,863,990) 12,457,043 Μύ
Stock Awards (2,926,974) (6,841,422) Μύ
Option Awards Μύ (5,948,895) Μύ
Mr. Rawlinson [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount 971,684 8,492,897 Μύ
Mr. Rawlinson [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount (5,662,379) Μύ Μύ
Mr. Rawlinson [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount (1,206,074) Μύ Μύ
Mr. Rawlinson [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount Μύ 528,554 Μύ
Michael George [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
PEO Total Compensation Amount Μύ 14,937,691 10,790,859
PEO Actually Paid Compensation Amount Μύ 11,160,011 20,505,569
Stock Awards Μύ (10,923,797) (3,218,805)
Michael George [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount Μύ 2,018,013 10,815,762
Michael George [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount Μύ 1,745,114 2,117,753
Michael George [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount Μύ 3,382,990 Μύ
Non-PEO NEO [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Stock Awards (499,327) (4,643,301) (736,170)
Option Awards Μύ Μύ (1,720,161)
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount 445,786 2,613,931 3,596,496
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount (6,755,464) (2,747,860) 5,306,198
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] Μύ Μύ Μύ
Pay vs Performance Disclosure [Table] Μύ Μύ Μύ
Adjustment to Compensation Amount $ (548,486) $ 293,473 $ (190,492)