Related Party Transactions with Officers and Directors |
9 Months Ended |
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Sep. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions with Officers and Directors |
(9) Related Party Transactions with Officers and Directors
On February 27, 2025, QVC Group and Mr. Rawlinson executed a new employment arrangement (the “Employment Agreement”) through December 31, 2027 (the “Initial Term”), which may be extended through December 31, 2028, if mutually agreed (the “Extension Term” and, together with the Initial Term, the “Term”). Pursuant to the Employment Agreement, Mr. Rawlinson would receive an annual base salary of $1.75 million, retroactive to January 1, 2025. Mr. Rawlinson would be eligible to receive an annual target cash bonus during each year of the Term equal to 200% of his annual base salary, with an annual maximum cash bonus equal to 300% of his annual base salary. Mr. Rawlinson received a retention bonus of $2.25 million, subject to repayment on a pro-rated, after tax, basis in the event Mr. Rawlinson is terminated for cause or terminates his employment without good reason (each as defined in the Employment Agreement), in either case, prior to the end of the Initial Term. In addition, Mr. Rawlinson received a grant of RSUs with respect to QVCGA with a GDFV equal to $6 million (see additional information in Note 3). Mr. Rawlinson also received a long-term performance cash award with a target grant date value equal to $15 million, which can be earned between 50% and 200% of the target value of $5 million each year (referred to as “tranche”) for three years, based on the QVCGA stock price as measured after earnings are released each year relative to the stock price as measured after the prior year’s earnings are released.
In August 2025, the Board of Directors (the “Board”) of QVC Group implemented a revised compensation structure for QVC Group's senior executives, including Mr. Rawlinson. The Company has determined to guarantee Mr. Rawlinson, so long as he remains employed through the end of 2026, cash payments generally equal to 50% of Mr. Rawlinson’s target variable compensation for 2025 and 100% of Mr. Rawlinson’s target variable compensation for 2026, which was prepaid during the third quarter of 2025. A portion of Mr. Rawlinson’s prepayment is subject to meeting certain performance conditions. In connection with this prepayment, Mr. Rawlinson’s RSU Grant with respect to QVCGA with a GDFV equal to $6 million was canceled during the three months ended September 30, 2025. Additionally, 50% of Mr. Rawlinson’s long-term performance cash award was also canceled during the three months ended September 30, 2025 (see additional information in Note 3).
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