Dear Stockholder:

You are invited to attend the annual meeting of stockholders of Charter Communications, Inc. (the “Company” or “Charter”), which will be held at 6350 S. Fiddler’s Green Circle, 2^nd Floor (Conference Room C), Greenwood Village, CO 80111 on Tuesday, April 25, 2023 at 8:30 a.m. (Mountain Daylight Time).

Details of the business to be conducted at the annual meeting are provided in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to sign, date, and promptly return the enclosed proxy in the postage-paid envelope that is provided, or you may vote via the Internet pursuant to the instructions on the proxy card. If you decide to attend the annual meeting, you will have the opportunity to vote in person.

On behalf of management and the Board of Directors, we would like to express our appreciation for your continued interest in Charter.

Sincerely,

Thomas M. Rutledge		Christopher L. Winfrey
Executive Chairman		President and Chief Executive Officer

March 16, 2023

		Charter Communications, Inc.         400 Washington Blvd.         Stamford, CT 06902

Notice of Annual Meeting of Stockholders

of Charter Communications, Inc.

Table of Contents

Charter Communications, Inc.

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on April 25, 2023. The 2023 notice and proxy statement and the 2022 annual report to stockholders are available at www.proxyvote.com.

This proxy statement and the Notice of Internet Availability of Proxy Materials were first mailed to stockholders on or about March 16, 2023.

Questions and Answers about Voting and the Annual Meeting

What matters will be voted on at the annual meeting?

As a holder of Class A common stock, you are being asked to vote on the following:

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

What if other matters come up at the annual meeting?

The items listed on the Notice of Annual Meeting of Stockholders are the only matters that we know will be voted on at the annual meeting. Your proxy gives discretionary authority to the persons named on the proxy card to vote on other matters. On such other business as may properly come before the meeting, your shares will be voted in the discretion and judgment of the proxy holder.

Who has been nominated for election as directors at the annual meeting?

The Board of Directors has nominated thirteen directors for election, all of whom are currently serving on our Board of Directors. The thirteen directors who have been nominated by the Board of Directors and agreed to serve as directors are Ms. Goodman and Messrs. Conn, Jacobson, Maffei, Markley, Merritt, Meyer, Miron, Newhouse, Nair, Ramos, Rutledge and Zinterhofer.

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Who can vote at the annual meeting?

As of the close of business on February 24, 2023 (the “Record Date”), a total of 169,115,655 shares of Class A common stock, including Charter Communications Holdings, LLC (“Charter Holdings”) common units on an as-if-exchanged basis, are entitled to be voted by our stockholders at the annual meeting. Each holder of Class A common stock is entitled to one vote per share, representing 151,146,796 votes. Advance/Newhouse Partnership (“A/N”) holds one share of our Class B common stock, which is entitled to a number of votes equal to the number of shares of Class A common stock into which the Charter Holdings common units held by A/N may be exchanged, or 17,968,859 votes. The enclosed proxy card indicates the number of Class A shares that our records show you are entitled to vote. There are no other classes of common stock outstanding.

What is the difference between being a stockholder of record and a beneficial owner?

You are a stockholder of record if at the close of business on the Record Date your shares were registered in your name with Computershare Shareowner Services, our transfer agent and registrar.

You are a beneficial owner if at the close of business on the Record Date, your shares were held by a brokerage firm or other nominee and not directly in your name, but are held in “street name.” As the beneficial owner of your shares, you have the right to direct your broker or other nominee how to vote your shares, i.e., for or against the proposals to be considered at the annual meeting. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. See, “What if I do not provide instructions on how to vote my shares?” below.

What do I do if my shares are held in “street name”?

If your shares are held in the name of your broker or other nominee, you should return your proxy in the envelope provided by your broker or nominee or instruct the person responsible for holding your shares to execute a proxy on your behalf. In either case, your shares will be voted according to your instructions.

What if I do not provide instructions on how to vote my shares?

If you are a stockholder of record and you submit a proxy, but do not provide voting instructions, your shares will be voted “FOR” the election of each of the Company’s director nominees on proposal 1, “FOR” proposals 2 and 4, for “3 Years” on proposal 3 and “AGAINST” the stockholder proposal.

If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee has discretionary authority to vote for certain proposals, but not others pursuant to the rules of NASDAQ and the Securities and Exchange Commission (“SEC”). Brokers and other nominees have the discretion to vote on routine matters such as proposal 4, but not on non-routine matters such as proposals 1, 2, 3 and 5. Therefore, if you do not provide voting instructions to the broker or nominee that holds your shares, the broker or nominee may only vote for proposal 4 and any other routine matters properly presented for a vote at the annual meeting.

What is the quorum required for the meeting?

We will hold the annual meeting if holders of shares having a majority of the voting power of Charter’s capital stock as of the Record Date either sign and return their proxy cards, vote via the Internet or attend the meeting. If you sign and return your proxy card or vote via the Internet, your shares will be counted to determine whether we have a quorum, even if you fail to indicate your vote.

Abstentions and broker “non-votes” will be counted as present for purposes of determining whether a quorum exists at the annual meeting.

How are broker non-votes and abstentions treated?

If an executed proxy is returned by a broker holding shares in street name that indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters (a broker non-vote), such shares will be considered present at the meeting for purposes of determining a quorum on all matters, but will not be considered to be votes cast with respect to such matters.

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A stockholder may vote to “abstain” on any of the proposals. If you vote to “abstain” on any matter, your shares will be counted as present at the meeting for purposes of determining a quorum on all matters, but will not be considered to be votes cast with respect to such matter. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes cast in connection with each proposal other than proposal 3, and only “3 Years,” “2 Years” and “1 Year” votes are counted for purposes of determining the votes cast in connection with proposal 3.

With respect to each of the proposals, broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the annual meeting. In addition, because they do not count as votes cast, assuming a quorum is present, abstentions from voting, broker non-votes or a stockholder’s other failure to vote will have no effect on the applicable proposal.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice of Internet Availability of Proxy Materials.

What is the vote required for the proposals on the agenda?

The affirmative vote of the holders of a majority of the votes cast is required for approval of the matters in proposals 1 through 5. With respect to proposal 3, the Board expects to be guided by the voting option that receives the greatest number of votes, even if that alternative does not receive a majority. Abstentions and broker non-votes are not considered votes cast. Accordingly, assuming a quorum is present, abstentions, broker non-votes and a stockholder’s other failure to vote will have no effect on the outcome of the applicable proposal.

What are my choices for each proposal on the agenda?

On proposal 1, for each of the director nominees you can vote your shares “FOR” a nominee or “AGAINST” a nominee, or you can abstain from voting. On proposals 2, 4 and 5 you can vote “FOR” a proposal or “AGAINST” a proposal, or you can abstain from voting. On proposal 3, you can vote for “3 Years,” “2 Years” or “1 Year,” or you can abstain from voting.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card. Sign and date the proxy card and mail it back to us in the enclosed envelope. If you receive more than one proxy card it may mean that you hold shares in more than one account. Sign and return all proxy cards to ensure that all of your shares are voted. The proxy holder named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card but do not indicate your vote, the proxy holder will vote on your behalf “FOR” each of the director nominees on proposal 1, “FOR” proposals 2 and 4, for “3 Years” on proposal 3 and “AGAINST” the stockholder proposal and will also have discretionary authority to vote your shares on any other matter that is properly brought before the annual meeting. Stockholders may also vote their proxy by using the toll free number listed on the proxy card and following the instructions.

Can I vote via the Internet?

Stockholders with shares registered in their names with Computershare Shareowner Services, our transfer agent, may authorize a proxy via the Internet at the following address: www.proxyvote.com. A number of brokerage firms and banks participate in a program that permits Internet voting. If your shares are held in an account at a brokerage firm or bank that participates in such a program, you may direct the vote of those shares by following the instructions on the voting form enclosed with the proxy from the brokerage firm or bank.

Proxies submitted via the Internet must be received by 11:59 p.m. (EDT) on April 24, 2023. Please refer to your voting instruction form and/or your proxy card for specific voting instructions. If you vote this year’s proxy via the Internet, you may also elect to receive future proxy and other materials electronically by following the instructions when you vote. Making this election will save the Company the cost of producing and mailing these documents.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote at the annual meeting, you can change your vote either by giving our Corporate Secretary a written notice revoking your proxy card, or by signing, dating and submitting a new later-dated proxy card via the Internet, by

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telephone or by mail. We will honor the latest dated proxy card which has been received prior to the closing of the voting. You may also attend the meeting and vote in person. If you wish to attend the annual meeting and vote your shares in person and you are the beneficial owner of your shares, you must obtain the documents required to vote your shares in person at the annual meeting from your broker or nominee.

Is my vote confidential?

We will maintain the confidentiality of proxy cards and other votes that identify individual stockholders unless disclosure is required by law.

Who will count the votes?

Broadridge Financial Solutions, Inc. has been appointed to receive and tabulate stockholder votes and to act as the inspector of election and certify to the election results.

Who is soliciting my vote?

The Board of Directors is soliciting your vote. In addition, we retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with our 2023 annual meeting of stockholders at a total cost of approximately $20,000 plus expenses. Charter expects to solicit proxies primarily by mail, but directors, officers and other employees of Charter may also solicit in person or by internet, telephone or mail. Contact information for the proxy solicitor appears below.

Proxy Solicitor

Charter stockholders who need assistance in voting their shares or need a copy of this proxy statement should contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York City, New York 10022

Stockholders may call toll free: (888) 750-5834

Banks and brokers may call collect: (212) 750-5833

Who pays for this proxy solicitation?

The Company pays for the proxy solicitation. We will ask banks, brokers and other nominees and fiduciaries to forward the proxy material to the beneficial owners of the Class A common stock and to obtain the authority of executed proxies. We will reimburse them for their reasonable expenses.

Where can I find the voting results of the annual meeting?

We will report the voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the date of the meeting and that we will post on our website promptly after it is filed.

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Proposal No. 1: Election of Directors

(Item 1 on Proxy Card)

The size of our Board of Directors is thirteen, and we currently have thirteen members standing as nominees for election. Proxies cannot be voted for a greater number of persons than the number of nominees named. As set forth in more detail below, the Nominating and Corporate Governance Committee of the Board of Directors and the Board of Directors have determined that twelve of our thirteen current directors are independent pursuant to NASDAQ rules.

Each of our directors is elected on an annual basis. The Board of Directors is soliciting your vote for the directors to be elected at the annual meeting of stockholders. Once elected, each of the directors will hold office until his or her successor is elected, or he or she resigns or is otherwise removed.

In connection with Mr. Rutledge’s transition to the role of Executive Chairman of the Company and the Board of Directors (“Executive Chairman”) and Mr. Winfrey’s appointment as President and Chief Executive Officer effective December 1, 2022, Mr. Rutledge agreed to serve as Executive Chairman through November 30, 2023, at which time he will step down from his position as the Executive Chairman of the Company and the Board, and Mr. Winfrey will be appointed to the Board of Directors on or before December 31, 2023.

Under the Second Amended and Restated Stockholders Agreement, dated May 23, 2015, among Charter, Liberty Broadband Corporation (“Liberty Broadband”), A/N and the former Charter Communications, Inc. (the “Stockholders Agreement”), and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Under the Stockholders Agreement, Liberty Broadband currently has the right to designate three directors as nominees for Charter’s Board of Directors and A/N currently has the right to designate two directors as nominees for Charter’s Board of Directors. Of our current directors, Messrs. Maffei, Meyer and Nair were designated by Liberty Broadband and Messrs. Miron and Newhouse were designated by A/N.

Information about the Director Nominees

The following information concerns the thirteen individuals who have been nominated by the Board of Directors for election by the stockholders. Each of the following individuals currently serves as a director.

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Director Nominees

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Board of Directors and Committees of the Board of Directors

Our Board of Directors meets regularly throughout the year on an established schedule. The Board also holds special meetings and executive sessions and acts by written consent from time to time as necessary. The Company held an annual stockholders’ meeting in 2022, which all of the directors attended. Members of the Board of Directors are encouraged to attend the annual meeting each year. In 2022, the full Board of Directors held sixteen meetings and acted three times by unanimous written consent. All directors attended 75% or more of the aggregate meetings of the Board and of the Board committees on which they served during 2022.

The Board of Directors delegates authority to act with respect to certain matters to Board committees whose members are appointed by the Board of Directors. The current standing committees of the Board of Directors are the following: Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee and Finance Committee. The Audit, Compensation and Benefits, Nominating and Governance and Finance Committees each have a charter that is available on the “Investor Relations” section of our website at ir.charter.com.

Charter’s Audit Committee is responsible for overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, reviewing the work of the independent registered public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and reviewing our risk management program. During 2022, the Audit Committee members consisted of Messrs. Merritt and Markley and Ms. Goodman. Mr. Merritt is Chairman of the Audit Committee. Charter’s Board of Directors has determined that, in its judgment, Mr. Merritt is an audit committee financial expert within the meaning of the applicable federal regulations. All members of the Audit Committee were determined by the Board of Directors in 2022 to be independent in accordance with the listing standards of NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met four times in 2022.

The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company. During 2022, Messrs. Conn, Maffei, Miron, Ramos and Zinterhofer served on the Compensation and Benefits Committee. Mr. Conn served as the Chairman of the Compensation and Benefits Committee during 2022. All members of the Compensation and Benefits Committee were determined by the Board of Directors in 2022 to be independent in accordance with the listing standards of NASDAQ and Rule 10C of the Exchange Act. The Compensation and Benefits Committee met six times during 2022.

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The Nominating and Corporate Governance Committee oversees corporate governance, including recommending Board and committee nominations, overseeing the Corporate Governance Guidelines, reviewing and reporting to the Board as to director independence and overseeing environmental, social and governance matters. The Nominating and Corporate Governance Committee considers director candidates proposed by stockholders if adequate information is submitted in a timely manner (see “Nomination and Qualifications of Directors” below). During 2022, Messrs. Markley, Jacobson, Meyer, Newhouse and Zinterhofer served on the Nominating and Corporate Governance Committee. Mr. Markley is the Chairman of the Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee were determined by the Board in 2022 to be independent in accordance with the listing standards of NASDAQ. The Nominating and Corporate Governance Committee met four times in 2022.

The Finance Committee reviews the Company’s financing activities and approves the terms and conditions of certain financing transactions, in consultation with the Company’s legal and financial advisors. During 2022, Messrs. Conn, Maffei, Merritt, Newhouse and Zinterhofer served on the Finance Committee.

In addition to the standing committees described above, from time to time, the Board of Directors may create “ad hoc” committees for specific projects or transactions. Ad hoc committees acted by written consent during 2022 related to the Company’s stock buyback arrangements with each of A/N and Liberty Broadband.

The Nominating and Corporate Governance Committee and the Board of Directors have determined that a majority of the thirteen current directors are independent. The Nominating and Corporate Governance Committee and the Board of Directors have specifically determined that Ms. Goodman and Messrs. Conn, Jacobson, Markley, Merritt, Ramos and Zinterhofer are independent directors under NASDAQ rules. The Nominating and Corporate Governance Committee and the Board of Directors also determined that Messrs. Maffei, Meyer and Nair are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, Liberty Broadband, a stockholder of the Company, they may not be considered independent under SEC rules for Audit Committee membership purposes. Similarly, the Nominating and Corporate Governance Committee and the Board of Directors determined that Messrs. Miron and Newhouse are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, A/N, a stockholder of the Company, they may not be considered independent under SEC rules for Audit Committee membership purposes. The Nominating and Corporate Governance Committee and the Board of Directors further determined that Messrs. Maffei, Meyer, Miron, Nair and Newhouse’s designation as nominees by, or relationship with, a stockholder of the Company does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation and Benefits Committee membership purposes. Mr. Rutledge is the Executive Chairman and is thus not independent for NASDAQ Rule purposes as an executive officer of the Company.

Nomination and Qualifications of Directors

Candidates for director are nominated by the Board of Directors, based on the recommendation of the Nominating and Corporate Governance Committee and subject to certain requirements under the Stockholders Agreement. Charter’s Corporate Governance Guidelines provide that, among other things, candidates for new Board membership to be considered by Charter’s Board of Directors should be individuals from diverse business and professional backgrounds with unquestioned high ethical standards and professional achievement, knowledge and experience. The Corporate Governance Guidelines provide that a candidate’s contribution of diversity to the Board of Directors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the Board) will be one of the many elements considered in evaluating candidates. Further, the Board of Directors and the Nominating and Corporate Governance Committee believe that it is important that Board members represent diverse viewpoints. In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. In addition, director candidates must be individuals with the time and commitment necessary to perform the duties of a Board member and other special skills that complement or supplement the skill sets of current directors.

We believe that the Board of Directors is comprised of an effective mix of experience, backgrounds, knowledge, and skills, including the following:

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In addition, we believe that all of our directors have the following attributes that positively contribute to our Board of Directors:

At this time, our Board includes an African American woman, an Asian American/Pacific Islander and a Latino American. In 2022, the Nominating and Corporate Governance Committee continued to develop its pipe-line of potential diverse director candidates in the event an opening occurs on the Board of Directors, with the expectation and plan that the next opening would be filled by a woman candidate with the exception of a Liberty Broadband or A/N nominee or the Company’s Chief Executive Officer.

In recent years, some investors have expressed concerns about the number of outside public company boards that certain highly sought-after directors serve on. The Nominating and Corporate Governance Committee considers all aspects of each director’s contributions, skills and dedication to ensure that each remains an effective director for the Company. The Board realizes that Mr. Maffei, a director on the board and President and Chief Executive Officer of Liberty Broadband, also sits on the boards of several other companies in which Liberty Broadband has an investment or a management relationship, as well as the boards of other companies, as more fully discussed in his biographical information above. The Nominating and Corporate Governance Committee has thoroughly evaluated Mr. Maffei’s role in and contributions to the Board, including the significant time and attention he dedicates to the Company, his outside board commitments (which primarily relate to his role with Liberty Broadband and affiliated companies), the overlaps between his service on outside boards and our Board, and Mr. Maffei’s considerable knowledge and experience in the industry. The Nominating and Corporate Governance Committee concluded that Mr. Maffei’s service on outside boards improves, rather than detracts from, his service on the Company’s Board and firmly believes that he will continue to provide the Company with the necessary time and attention to make him an effective director.

Stockholders may nominate persons to be directors by following the procedures set forth in our Bylaws. These procedures require the stockholder to deliver timely notice to the Corporate Secretary at our principal executive offices. That notice must contain the information required by the Bylaws about the stockholder proposing the nominee and about the nominee. No stockholder nominees have been proposed for this year’s meeting.

Stockholders also are free to suggest persons directly to the Board of Directors for the Board to consider as nominees. The Board of Directors will consider those individuals if adequate information is submitted in a timely manner (see “Stockholder Proposals for 2024 Annual Meeting” below for deadline requirements) in writing to the Board of Directors at the Company’s principal executive offices, in care of the General Counsel.

In July 2018, Dr. John C. Malone retired from the Board of Directors, but continues to serve as a director emeritus. As a director emeritus, Dr. Malone continues to attend Board meetings, but does not have a vote on matters presented. Dr. Malone previously served on the Board of Directors as a designee of Liberty Broadband under the terms of the Stockholders Agreement.

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Board Diversity Matrix

The table below provides certain information with respect to the composition of Charter’s Board of Directors. Each of the categories listed in the table has the meaning ascribed to it in NASDAQ Listing Rule 5605(f).

Governance Under the Stockholders Agreement

On May 23, 2015, the Company entered into an Agreement and Plan of Mergers (the “Merger Agreement”) with the company formerly known as Charter Communications, Inc. (“Legacy Charter”), Time Warner Cable Inc. (“Legacy TWC”), and certain other subsidiary entities, pursuant to which the parties engaged in a series of transactions that resulted in Legacy Charter and Legacy TWC becoming wholly owned subsidiaries of Charter (the “TWC Transaction”) on the terms and subject to the conditions set forth in the Merger Agreement. After giving effect to the TWC Transaction, Charter became the new public company parent that holds the operations of the combined companies.

On March 31, 2015, the Company entered into a definitive Contribution Agreement (the “Contribution Agreement”), which was amended on May 23, 2015 in connection with the execution of the Merger Agreement, with A/N, A/NPC Holdings LLC, Legacy Charter and Charter Communications Holdings, LLC (“Charter Holdings”), pursuant to which the Company became the owner of the membership interests in Bright House Networks, LLC (“Bright House”) and any other assets (other than certain excluded assets and liabilities and non-operating cash) primarily related to Bright House (the “Bright House Transaction,” and together with the TWC Transaction, the “Transactions”).

In connection with the Transactions, Charter entered into the Stockholders Agreement on May 23, 2015. Under the Stockholders Agreement, Liberty Broadband has designated Messrs. Maffei, Meyer and Nair as director nominees and A/N has designated Messrs. Miron and Newhouse as director nominees.

Under the terms of the Stockholders Agreement and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Two designees selected by A/N are members of the Board of Directors of Charter and three designees selected by Liberty Broadband are members of the Board of Directors of Charter. The remaining eight directors are not designated by either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to designate at least one director to each of the committees of Charter’s Board of Directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee each have at least a majority of directors independent from A/N, Liberty Broadband and the Company. Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not

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designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. Neither A/N nor Liberty Broadband has designated a director to serve on the Audit Committee, but each has designated a director to serve in an observer role on the Audit Committee. A/N and Liberty Broadband also have certain other committee designation and governance rights.

Under the Stockholders Agreement, Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the Nominating and Corporate Governance Committee of the Board of Directors, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the directors not designated by either A/N or Liberty Broadband, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to any such directors.

Board Leadership Structure, Company Strategy and Risk Oversight

Mr. Rutledge is the Executive Chairman and Mr. Zinterhofer is the Lead Independent Director. Mr. Winfrey, the President and CEO, is responsible for setting the strategic direction for the Company in consultation and with the necessary approvals of the Board of Directors, and is responsible for the day to day leadership and performance of the Company.

The Lead Independent Director consults with the Executive Chairman, presides over meetings of the Board of Directors when the Executive Chairman is not present and executive sessions of independent directors, and provides leadership for the non-A/N and non-Liberty Broadband directors. The Lead Independent Director serves as a liaison between the independent directors and the Executive Chairman and the President and CEO and has authority to call meetings of the independent directors. The Lead Independent Director leads the Board’s annual evaluation of the Executive Chairman and the President and CEO’s performance. If requested, the Lead Independent Director is available for consultation and direct communication with major stockholders and regulators under appropriate circumstances. The Lead Independent Director also monitors and coordinates with management on corporate governance issues and developments.

Every year, the Nominating and Corporate Governance Committee reviews and makes a recommendation on the appropriate governance framework for Board leadership. The Committee takes into consideration governance best practices and the facts and circumstances of our Board. In connection with this process, the Company determined that Board leadership is best provided through the combination of an Executive Chairman, a clearly defined and significant Lead Independent Director role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors. The Board believes that its current structure and governance allows it to provide effective challenge and oversight of management.

The Board regularly discusses with management the Company’s competitive positioning, strategic dynamics and business priorities. We are a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet^®, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business^® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise^™ provides highly customized, fiber-based solutions. Spectrum Reach^® delivers tailored advertising and production for the modern media landscape. We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks.

The Board discusses and advises management with respect to the Company’s strategies to effectively operate within each of our service areas. These discussions support our core strategy, which focuses on the evolution of our network, expansion of our footprint, and the execution of high quality operations, including customer service. It allows us to maintain a state-of-the-art network delivering the most compelling converged connectivity services in a capital and time-efficient manner, and in turn, offer advanced services to consumers at highly attractive prices, together with outstanding customer service. Offering high quality, competitively priced products and outstanding service allows us to increase both the number of customers we serve over our fully deployed network and the number of products we sell to each customer. This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and greater profitability.

In addition to discussions with management, our non-management directors meet regularly in executive sessions that are chaired by our Lead Independent Director with no members of management present. Non-management directors use these

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executive sessions to discuss matters of concern, as well as evaluations of the CEO and senior management, management and Board successions, matters to be included on Board agendas, and additional information the Board would like management to provide to them.

The chairs and all members of the Board committees are independent directors. These chairs shape the agenda and information presented to their committees. Oversight of critical issues within these committees is owned by the independent directors. All directors have full access to all members of management and all employees on a confidential basis.

The full Board of Directors oversees the various risks to the Company, delegating to the various committees specific responsibilities. The Audit Committee reviews our Enterprise Risk Management (“ERM”) Program on a regular basis, and the Board of Directors regularly reviews reports from management and the Audit Committee regarding the ERM Program. The Audit Committee meets regularly with members of management in executive session, as well as separately with each of the General Counsel, the Senior Vice President of Internal Audit Services and representatives of our independent registered public accounting firm. The Compensation and Benefits Committee oversees our succession planning and compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending Board and committee nominations and the Corporate Governance Guidelines and determining director independence. The full Board of Directors oversees the Company’s lobbying activities, which are managed by our Government Affairs team reporting directly to the Executive Chairman. The Board has delegated authority and responsibility for state and local campaign contributions to the Executive Chairman in consultation with the Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. The Board annually receives a report on lobbying activities from the head of Government Affairs during one of its quarterly, in-person meetings, as well as quarterly updates on legislative and regulatory activities.

Compensation Risk Assessment

An independent consultant was engaged to perform a risk assessment of the Company’s compensation programs and did not identify any material risks that might adversely impact the financial health or performance of the Company. After review of the work and conclusion of the independent consultant, the Compensation and Benefits Committee agreed with the conclusion reached by the independent consultant.

Proactive Stockholder Engagement

Charter values and carefully considers the feedback we receive from our stockholders. In 2022, we engaged in constructive dialogue with our leading institutional stockholders. We reached out to and offered to have discussions with our 15 largest stockholders holding approximately 73% of the shares of our outstanding stock. We also engaged with stockholders who contacted us requesting engagement and have engaged with the stockholder who has submitted a proposal for consideration at the 2023 annual stockholders’ meeting. We engaged with each stockholder who accepted our offer, making our Executive Vice President, General Counsel and Corporate Secretary, our Senior Vice President, Investor Relations and our Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary available. We also engaged with proxy advisory firms. Stockholder feedback, including through direct discussions and prior stockholder votes, is reported to our Nominating and Corporate Governance Committee regularly throughout the year. We also review our practices against guidelines published by stockholders and proxy advisory firms, among others.

The engagements covered a variety of topics. The topics most often raised and the Company’s response to these discussions are summarized below.

Board Diversity. Our Corporate Governance Guidelines reflect our commitment to diversity and provide that a candidate’s contribution of diversity to the Board of Directors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the board) will be one of the many elements to be considered in evaluating candidates. At this time, our Board includes an African American woman, an Asian American/Pacific Islander and a Latino American. In 2022, the Nominating and Corporate Governance Committee continued to develop its pipe-line of potential diverse director candidates in the event an opening occurs on the Board of Directors, with the expectation and plan that the next opening would be filled by a woman candidate with the exception of a Liberty Broadband or A/N nominee or the Company’s Chief Executive Officer.

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ESG Reporting / GHG Reduction Target. In response to discussions with stockholders regarding the importance of environmental, social and governance (“ESG”) oversight and reporting to stockholders, the Company issued its first ESG Report in April 2021 describing the Company’s policies, performance and improvement targets related to ESG including the Company’s target to be carbon neutral by 2035. The Company issued its 2021 ESG Report in March 2022. We will continue to engage internal and external stakeholders in ESG discussions, reviewing the initiatives of other companies, reviewing ESG ratings and disclosure guidelines, and reviewing the means and opportunities for further carbon emission reductions in the future.

Lobbying Activities. Our Company makes significant disclosures regarding lobbying and political contributions, and our Board believes that these current disclosures are appropriate and consistent with the objectives of transparency and accountability reflected in the proposal. During our engagement discussions, some stockholders indicated they would appreciate increased disclosure describing the Company’s management and oversight of lobbying activities. In this regard, our Government Affairs team manages the Company’s lobbying activities and reports directly to the Executive Chairman, with oversight from the full Board of Directors. The Board has delegated authority and responsibility for state and local campaign contributions to the Executive Chairman in consultation with the Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. The Board annually receives a report on lobbying activities from the head of Government Affairs during one of its quarterly, in-person meetings, as well as quarterly updates on legislative and regulatory activities. The Company maintains a public policy website that sets out the Company’s views as to regulatory and other policy issues around our business. Those are the public policy issues we focus upon through our government affairs efforts.

We have received a stockholder proposal regarding lobbying activities in each of the last two years, similar to the stockholder proposal regarding lobbying activities contained in this proxy statement. The proposal requests that the Company prepare an annual report disclosing the Company’s policies and procedures governing lobbying, payments by the Company for lobbying, membership in organizations that prepare model legislation and a description of management’s decision-making process regarding, and the board’s oversight of, lobbying activities. Our position on the lobbying activities proposal is set forth in greater detail under the description of the proposal in this proxy statement.

Director Overboarding. In recent years, some investors have expressed concerns about the number of outside public company boards that certain highly sought-after directors serve on. In addition, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. The Board acknowledges the worry that such directors could lack the resources to perform all of their obligations to each board. Accordingly the Nominating and Corporate Governance Committee considers all aspects of each director’s contributions, skills and dedication to ensure that each remains an effective director for the Company. The Board realizes that Mr. Maffei, a director on the board and President and Chief Executive Officer of Liberty Broadband, also sits on the boards of several other companies in which Liberty Broadband has an investment or a management relationship, as well as the boards of other companies, as more fully discussed in his Biographical Information above. The Nominating and Corporate Governance Committee has thoroughly evaluated Mr. Maffei’s role in and contributions to the Board, including the significant time and attention he dedicates to the Company, his outside board commitments (which primarily relate to his role with Liberty Broadband and affiliated companies), the overlaps between his service on outside boards and our Board, and Mr. Maffei’s considerable knowledge and experience in the industry. The Nominating and Corporate Governance Committee concluded that Mr. Maffei’s service on outside boards improves, rather than detracts from, his service on the Company’s Board and firmly believes that he will continue to provide the Company with the necessary time and attention to make him an effective director.

Other topics frequently raised during our stockholder engagements regarded executive compensation and advisory say-on-pay votes, and EEO-1 disclosure and diversity, equity and inclusion reporting. This year, stockholders will be asked to consider two advisory votes relative to executive compensation at the annual meeting. One will address the executive compensation as described in the Compensation Discussion and Analysis and the other will address the frequency of advisory votes on the Company’s executive compensation. The EEO-1 disclosure and diversity, equity and inclusion reporting topics were raised by two stockholder proposals originally submitted for consideration at the 2023 annual stockholders’ meeting. We engaged with the stockholders who submitted those proposals and reached agreement that, subject to regulatory developments, Charter would begin to release, during 2024 or before, its consolidated EEO-1 form, along with the rates of at least two inclusion indicators (hiring, retention or promotion) for its employees, sharing this data by the gender, race and ethnicity categories established by the Equal Employment Opportunity Commission. In exchange, each stockholder proposal proponent agreed to withdraw its proposal. We take seriously the views of our stockholders and took into consideration all the various input we received, and intend to continue our stockholder engagement efforts in 2023.

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Stockholder Contact with Directors

Individuals may communicate directly with members of the Board of Directors or members of the Board’s standing committees by writing to the following address:

Charter Communications, Inc.

400 Washington Blvd.

Stamford, CT 06902

Attn: Corporate Secretary

The Corporate Secretary will summarize all correspondence received, subject to the standards below, and periodically forward summaries to the Board of Directors. Members of the Board may at any time request copies of any such correspondence. Communications may be addressed to the attention of the Board of Directors, a standing committee of the Board of Directors, or any individual member of the Board of Directors. Communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requires investigation to verify its content may not be forwarded. Communications including substantive accounting matters will be forwarded to the Chair of the Audit Committee.

2022 Director Compensation

The non-employee director compensation package for 2022 included an annual retainer of $120,000 in cash or equity as elected by each director. The non-employee director compensation package also included an annual award of $200,000 in restricted stock, except with respect to the Lead Independent Director, who received an annual award of $350,000 in restricted stock. In addition to these annual retainers, under the non-employee director compensation package, the Audit Committee chair receives $30,000 per year, the Compensation and Benefits Committee chair receives $25,000 per year, and the Nominating and Corporate Governance Committee chair receives $20,000 per year. Each Audit Committee member (including the chair) receives $30,000 per year, each Compensation and Benefits Committee member (including the chair) receives $25,000 per year, each Finance Committee member receives $20,000 per year and each Nominating and Corporate Governance Committee member (including the chair) receives $20,000 per year. Mr. Rutledge, Charter’s Executive Chairman, was the only current director who was also an employee during 2022.

The following table sets forth information regarding the compensation paid or issued to those non-employee members of the Board of Directors listed below for services rendered for the fiscal year ended December 31, 2022.

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Executive Officers

Our executive officers for purposes of Section 16 of the Exchange Act, listed below, are elected by the Board of Directors annually, and each serves at the pleasure of the Board of Directors or until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Information regarding our executive officers, other than Mr. Rutledge who also serves as a director, is set forth below. Information regarding our other senior company leaders is available on the “Investor Relations” section of our website at ir.charter.com.

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Mr. Winfrey was named President and Chief Executive Officer of the Company in December 2022. He most recently served as Chief Operating Officer since 2021, where he oversaw all cable operations, including marketing, sales, field operations and customer operations, as well as Spectrum Enterprise. Mr. Winfrey joined Charter as Chief Financial Officer in 2010 responsible for Charter’s accounting, financial planning and analysis, procurement, real estate, tax and treasury functions, as well as mergers and acquisitions, capital structure activities and investor relations. Charter added oversight of its fiber-based Spectrum Enterprise business to his CFO responsibilities in 2019, and operational leadership of the residential and SMB Sales and Marketing organization, and Spectrum Community Solutions in February of 2021. Prior to joining Charter, Mr. Winfrey served as Chief Financial Officer of Unitymedia GmbH, Germany’s second-largest cable operator, and as Managing Director for Unitymedia’s cable operations, broadcasting and satellite entities. Earlier in his career, Mr. Winfrey served as Senior Vice President, Corporate Finance and Development at Cablecom, GmbH. He was previously a Director of Financial Planning and Analysis and Director of Operations Services of NTL Incorporated’s continental European operations, and a senior associate in the private equity group at Communications Equity Associates. Mr. Winfrey has spent nearly 25 years in the cable industry, and in 2015 received The Internet & Television Association’s (NCTA) Vanguard Award for Young Leadership. He received a B.S. in accounting and an MBA from the University of Florida.

Mr. DiGeronimo has been President, Product and Technology of the Company since December 2022. Mr. DiGeronimo oversees Charter’s product, engineering, software development and information technology, digital platforms, network operations, advertising sales, business development and programming acquisition organizations. Mr. DiGeronimo joined Charter in 2008 as Vice President of Product Management and has served in several leadership roles, including Senior Vice President of Product and Strategy, Executive Vice President of Product and Strategy, Executive Vice President, Chief Product Officer, and he was appointed Chief Product and Technology Officer in 2019. Mr. DiGeronimo joined Charter from Level 3 Communications, where he served as Vice President and General Manager of the Cable Markets Group. He also held leadership roles in product management and corporate finance over his eight years at Level 3. Mr. DiGeronimo started his career at Bear Stearns where he focused on technology investment banking. Mr. DiGeronimo was named Women in Cable Telecommunications (WICT) Rocky Mountain Mentor of the Year in 2015 and serves on the board of Adaptive Spirit, a significant fundraiser for the United States Paralympics Ski and Snowboard Teams. He received a BBA from the Ross School of Business at the University of Michigan where he graduated with High Distinction.

Mr. Dykhouse has served as Executive Vice President, General Counsel and Corporate Secretary since 2013 and General Counsel since 2011. Mr. Dykhouse joined Charter as Vice President, Associate General Counsel and Assistant Secretary in 2006. Mr. Dykhouse joined Charter from CNH Global, N.V. (now CNH Industrial), where he served as Senior Counsel and Assistant Secretary. Before CNH, he was an attorney for Conseco, Inc. (now CNO Financial Group, Inc.) for nearly 10 years, serving in the corporate law group, with his last position as Senior Vice President, Legal. Mr. Dykhouse received a bachelor’s degree in finance from Olivet Nazarene University, an M.B.A. from Indiana University and a J.D. degree from Indiana University Robert H. McKinney School of Law.

Mr. Ellen joined Charter as Senior Executive Vice President in 2016. Mr. Ellen oversees several corporate functions including Spectrum Networks, Human Resources, Communications, Diversity & Inclusion, Spectrum Community Impact programs, Physical Security, regulatory policy support and compliance, and legal support for several of those areas. Mr. Ellen joined Charter from Cablevision, where he served as Executive Vice President and General Counsel. Before Cablevision, Mr. Ellen served as Deputy General Counsel at IAC, the multi-brand media and internet company. Earlier in his career, Mr. Ellen worked at the Federal Communications Commission and before that was a law clerk for now retired Justice Sandra Day O’Connor at the U.S. Supreme Court. He also clerked for Justices Stephen Breyer and Ruth Bader Ginsburg when they were each on the U.S. Court of Appeals. He received a B.A. from Harvard College, a law degree from Harvard Law School, where he was President of the Harvard Law Review, and a master’s degree from Cambridge University, where he was a Marshall Scholar.

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Ms. Fischer was named Chief Financial Officer of Charter in October 2021. Ms. Fischer oversees Accounting, Finance, Tax and Risk Management, Procurement, Investor Relations, Internal Audit, and Corporate Budgeting and Planning. Additionally, she manages Charter’s equity and capital markets strategy and execution, as well as M&A and investing activity. Ms. Fischer most recently served as Executive Vice President, Finance and joined Charter as Corporate Treasurer in 2017. Before joining Charter, she was a partner in the National Tax Department at EY where she advised clients on the tax structuring and implementation of partnership transactions primarily in the media and telecommunications space, including advising Charter on its transactions with Time Warner Cable and Bright House Networks in 2016. She is a graduate of Washington University in St. Louis, where she earned a B.S. in business administration in accounting and managerial economics, and a master of science in business administration with a concentration in accounting.

Mr. Howard is Executive Vice President, Chief Accounting Officer and Controller at Charter. He joined Charter in 2002 as Director of Financial Reporting and was promoted to Chief Accounting Officer and Controller in 2006. He also served as Interim Chief Financial Officer from August 1, 2010, through October 31, 2010. Mr. Howard is responsible for Charter’s operational and technical accounting, taxes, financial reporting, payables and enterprise resource planning operations. Mr. Howard joined Charter from Arthur Andersen LLP, where he served as an auditor in the audit division for nearly a decade. He is a certified public accountant and a certified managerial accountant. He received a B.S. in finance and economics from the University of Missouri-Columbia.

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Compensation Committee Interlocks

and Insider Participation

During 2022, no member of Charter’s Compensation and Benefits Committee was an officer or employee of Charter or any of its subsidiaries. During 2022, Mr. Zinterhofer served as Lead Independent Director and Mr. Rutledge served as Chairman and CEO through November 30, 2022 and as Executive Chairman from December 1, 2022 through December 31, 2022.

During 2022: (1) none of Charter’s executive officers served on the compensation committee of any other company that has an executive officer currently serving on Charter’s Board of Directors or Compensation and Benefits Committee; and (2) none of Charter’s executive officers served as a director of another entity in circumstances where an executive officer of that entity served on the Compensation and Benefits Committee of Charter’s Board of Directors.

Report of the Compensation and Benefits Committee

The following report does not constitute soliciting materials and is not considered filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless we specifically state otherwise.

The Compensation and Benefits Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth below including the accompanying tables and recommended to the board of directors that it be included in this proxy statement.

W. LANCE CONN, Chairman

GREGORY B. MAFFEI

STEVEN A. MIRON

MAURICIO RAMOS

ERIC L. ZINTERHOFER

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes important elements of our executive compensation program and compensation decisions for our named executive officers (“NEOs”) in fiscal year 2022. The Compensation and Benefits Committee of our Board of Directors (the “Committee”), working with management and with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs. This CD&A should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement.

Fiscal Year 2022 Named Executive Officers

Executive Summary

Fiscal 2022 Operational and Financial Highlights

In spite of challenging market dynamics with low connect activity driven by historically low customer churn, Charter achieved customer relationship growth in 2022 – and its highest growth in mobile lines to-date – and annual increases in both top and bottom-line financial performance. Over the course of the year, Charter continued to expand and improve services for its customers: progressing rural build-out initiatives and the beginning of its network evolution plans to deliver multi-gig broadband speeds across its entire footprint. Charter also introduced the new Spectrum One bundle in late 2022, which brings together Spectrum Internet^®, Advanced Wi-Fi, and Unlimited Spectrum Mobile^™, to offer consumers fast, reliable and secure on-line connections on their favorite devices at home and on-the-go in a high-value package. For the fiscal year ended December 31, 2022, Charter achieved the following key operational and financial objectives:

The graph below tracks Charter’s 5-year total shareholder return (TSR) against the S&P 500 and Primary Peer Group companies. No changes were made to Charter’s Primary or Secondary Peer Groups in 2022 (the Secondary Peer Group is not included on the graph).

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Charter Communications, Inc., the S&P 500 Index,

and a Peer Group

Talent Planning & CEO Transition

The transition of the CEO role from Mr. Rutledge to Mr. Winfrey and the promotion of Mr. DiGeronimo to the role of President, Product & Technology reflects the conclusion of a multi-year succession planning process wherein the Committee and the Board along with the support of advisors and Mr. Rutledge, identified Mr. Winfrey as the appropriate successor to Mr. Rutledge as CEO and expanded Mr. DiGeronimo’s responsibilities to include oversight of Charter’s Programming Acquisition function. As part of the CEO succession process, the Committee considered Mr. Winfrey’s nearly 25 years of cable industry experience, his significant strategic contributions to the Company since joining Charter as CFO in 2010, and his achievements since assuming broader operating responsibilities in 2019 and the role of Chief Operating Officer in 2021.

The Committee works closely with the CEO (which was Mr. Rutledge through November 30, 2022 and Mr. Winfrey thereafter), management and the Committee’s consultants in talent planning and executive transitions for the Company’s executive officers. For 2022, such activity included Mr. Winfrey assuming the role of President and CEO (with Mr. Rutledge transitioning to Executive Chairman) and Mr. DiGeronimo assuming the role of President, Product & Technology. The Committee’s work to promote these individuals included establishing the appropriate expansion and transition of responsibilities, conducting talent planning and development processes, and crafting the proper compensation incentives.

Prior to his assuming the role of Executive Chairman, the Committee also worked closely with Mr. Rutledge in connection with talent planning activities for other non-NEO executives, including the promotion of successors for both Mr. Hargis and the Company’s former Executive Vice President, Field Operations. Mr. Hargis and the former Executive Vice President, Field Operations each transitioned to the role of Special Advisor to the COO effective April 1, 2022 and retired from the Company on December 31, 2022. The Committee believes this process has been effective at progressing Charter’s highly experienced management team and maintaining the focus on delivering on Charter’s strategies for growth and value creation.

Compensation Structure & Pay for Performance Alignment

Charter structures its NEO compensation packages to provide a total opportunity that is competitive against the median of Charter’s peer group, create a strong linkage between the actual compensation earned by our NEOs and Company performance, and reward both growth-oriented annual operating results as well as sustainable long-term shareholder returns.

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The following table summarizes the performance-focused elements of Charter’s incentive designs in 2022 and the resulting alignment between compensation realized by our NEOs and results achieved by the Company.

2022 Performance-Oriented Incentive Design Features

Annual Incentive Plan

Long-Term Incentive Plan

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Charter’s compensation structure for the NEOs results in an overall mix of pay that is highly performance-based, particularly with respect to the proportion of compensation tied to stock price appreciation via stock options and without taking into account the performance-based incentives derived from previously vested equity awards. The compensation mix delivered to the CEO and other NEOs in 2022, based on the values disclosed in the Summary Compensation Table, was as follows:

Compensation Actions in 2022

The Committee established 2022 compensation actions for the NEOs within the framework of the Committee’s compensation philosophy and in accordance with the section below regarding the process for determining executive compensation. Key elements of the Committee’s process include comparing compensation levels against industry and size-appropriate peer group companies, designing pay for performance incentive programs, linking a significant majority of pay to sustained stock price growth, and ensuring that outstanding incentive value appropriately motivates and retains NEOs. Through this approach, the Committee entered into or amended employment agreements, determined any appropriate changes to NEO compensation levels, and established annual and long-term incentive designs for the 2022 fiscal year. The actions undertaken by the Committee for 2022 included the following:

The Company entered into an amended and restated employment agreement with Mr. Rutledge in connection with his transition to the role of Executive Chairman effective December 1, 2022. Under the agreement, Mr. Rutledge will serve as Executive Chairman of the Company and its Board of Directors through the term of the agreement on November 30, 2023, and he will maintain oversight of the Government Affairs function while providing his guidance and expertise to ensure a smooth and successful transition. Mr. Rutledge’s amended and restated employment agreement also provides for the following changes to his compensation that were effective as of December 1, 2022:

Under the terms of the agreement, Mr. Rutledge’s equity award in 2023 will continue to be entirely in stock options.

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Mr. Winfrey’s promotion to President and CEO was effective as of December 1, 2022, the date upon which Mr. Rutledge assumed the role of Executive Chairman. Mr. Winfrey’s amended and restated employment agreement has an initial term through December 1, 2025 and provides for the following changes to his compensation that were effective as of the September 20, 2022 execution date of the agreement:

Mr. Winfrey’s agreement also provided for an equity award of $2,000,000, delivered 100% in stock options and granted on September 22, 2022.

Mr. DiGeronimo’s promotion to President, Product & Technology was effective December 1, 2022. Mr. DiGeronimo’s employment agreement has an initial term through December 1, 2025 and provides for the following changes to his compensation that are effective as of the September 20, 2022 execution date of the agreement:

Mr. DiGeronimo’s employment agreement also provided for an equity award of $800,000, delivered in a mix of 90% stock options and 10% RSUs and granted on September 22, 2022 following the execution of the agreement. Under the terms of the agreement, Mr. DiGeronimo’s future equity awards will also be delivered in a mix of 90% stock options and 10% RSUs.

Mr. Ellen’s employment agreement, effective July 1, 2021, was amended to extend his term through December 1, 2023 (from the original term date of July 1, 2023).

Mr. Hargis’s current employment agreement, which was initially effective May 18, 2021, was amended effective April 1, 2022 to transition his role from EVP, Chief Marketing Officer to Special Advisor to the COO and to change the term of his agreement to December 31, 2022 from the original term date of May 18, 2023. In his role as Special Advisor, Mr. Hargis reported to the then COO and was responsible for assisting successor executives, managing key projects, and providing advice and counsel through the end of the term. In addition, the amendment to Mr. Hargis’s agreement provided for the following compensation changes as of the April 1, 2022 effective date:

There were no changes to Mr. Hargis’s long-term incentive opportunity in connection with the amendment to his employment agreement as he received no further long-term incentive awards after such time, and upon the conclusion of his agreement term on December 31, 2022, Mr. Hargis retired from the Company.

All NEOs received grants under Charter’s annual equity program on January 15, 2022 based on their long-term incentive opportunities then in effect. Messrs. Rutledge and Winfrey’s long-term incentive opportunities were as set forth in their

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amended and restated employment agreements dated October 27, 2020 and October 19, 2021, respectively. The individual grant values and equity mixes were as follows:

Under Charter’s 2022 annual incentive plan design, all NEOs were eligible to earn a cash incentive ranging from 0% to 150% of their target annual incentive opportunity, which is set as a percentage of their annual base salary. Actual performance achievement against the plan’s financial metrics and strategic objectives determined the actual payouts received under the plan. The metrics, weightings and performance ranges were as follows:

Strategic objectives related to Capital and Free Cash Flow Management and the execution of Rural Digital Opportunity Fund (RDOF) and Subsidized Rural Builds Initiatives for all NEOs, with additional strategic objectives for the Executive Chairman relating to Talent Planning and Diversity and Inclusion efforts.

Apart from the actions described above, there were otherwise no changes to the base salary, annual incentive and long-term incentive compensation for the NEOs. All of the 2022 equity awards granted to the NEOs fully vest on the third anniversary of the respective date of grant (i.e., 3-year cliff vesting) with a 10-year term to exercise stock options. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant).

See the “Employment Agreements” section below for additional information on the employment agreements for the NEOs.

Compensation Actions in 2023

In addition to the above, in December 2022 the Committee approved a two-year renewal of Ms. Fischer’s employment agreement, increasing her base salary from $700,000 to $800,000 as of the February 5, 2023 effective date of her amended employment agreement and increasing her target long-term incentive opportunity from $3.5 million to $5.5 million as of the January 17, 2023 grant date for the Company’s 2023 annual equity program. At that time, the Committee also approved awards under the 2023 annual equity program to the NEOs (except Mr. Hargis who retired December 31, 2022) and all other eligible employees. Pursuant to the terms of their respective employment agreements, Mr. Rutledge received an award of $15.0 million in stock options, Mr. Winfrey received an award of $17.0 million in stock options, and Mr. DiGeronimo received an award of $10.0 million in a mix of 90% stock options and 10% RSUs. Mr. Ellen and Ms. Fischer each received an award of $5.5 million, based on their long-term incentive opportunities in effect and delivered in a mix of 90% stock options and 10% RSUs. All awards granted to the NEOs vest in full on the third anniversary of the January 17, 2023 grant date with a 10-year term to exercise stock options. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of

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Charter common stock on the date of grant). The Committee has consistently authorized the annual equity awards to be effective in mid-January of each year and has not taken into account any fluctuations in Charter’s stock price with respect to the timing of the annual awards.

As the Company has recently committed to a number of multi-year transformational and industry-leading initiatives, the Committee also approved a new 2023 Performance-Based Equity Program (the “2023 Program”) in February. The 2023 Program is similar to the program the Company adopted in 2016, which was a five-year long-term incentive program designed to deliver value to executives only upon achieving sustained growth in the Company’s stock price corresponding to aggressive price targets.

The 2023 Program provides participants the opportunity to receive 5x their annual grant value, less the already issued January 2023 annual grant, up-front in a single performance award of 90% in stock options and 10% in RSUs that vest based on the achievement of both stock price hurdles as well as time-based vesting criteria ranging from 3 to 5 years following the grant date. All awards under the 2023 Program require the achievement of significant increases to Charter’s stock price by the sixth anniversary of the date of the grant in order to vest. The lowest price hurdle represents 28% stock price appreciation from $396.94, which was the closing stock price as of February 10, 2023, and the highest price hurdle of $1,000 represents 152% stock price appreciation from this level. The achievement of each stock price hurdle is determined based on the 60-trading day average closing stock price, and each tranche of stock options and RSUs will vest upon both the stock price hurdle and the time-based vesting criteria being satisfied.

Participants in the 2023 Program include Messrs. Winfrey and DiGeronimo and Ms. Fischer. Under the 2023 Program, Mr. Winfrey received an award valued at approximately $68.0 million, Mr. DiGeronimo received an award valued at approximately $40.0 million, and Ms. Fischer received an award valued at approximately $22.0 million. These awards were granted on February 22, 2023 with a grant price of $380.53, delivered 90% in the form of stock options and 10% in the form of RSUs, and subject to the following vesting conditions:

All stock options granted under the 2023 Program have a 10-year term to exercise, and the number of stock options and RSUs granted to each participant was determined based upon: (i) the target grant value of the award, (ii) the value per each stock option and RSU for each tranche, as calculated by a Monte Carlo model of the value of such awards, and (iii) the number of stock options and RSUs required to deliver the grant value such that 90% of the total combined number of RSUs and options granted was comprised of stock options and 10% of the total combined number of RSUs and options granted was comprised of RSUs.

By combining equity award value that would ordinarily be granted in future years into a single grant and tying such value to the achievement of significant stock price growth objectives, Charter believes that the 2023 Program will create a strong incentive for participants to generate sustained, long-term shareholder value. In particular, the size and length of the program aligns with Charter’s multi-year growth initiatives – including network expansion in both rural and existing markets and network evolution to providing converged gigabit connectivity – the successful execution of which are expected to drive stock price growth. Furthermore, no awards under the 2023 Program are eligible to vest in connection with any termination, except upon death or disability or for an involuntary termination without cause or resignation for good reason following a change in control; in each case, only award tranches for which the price hurdle is satisfied at the time of termination are eligible to vest. The lack of accelerated vesting upon any involuntary termination or voluntary resignation outside of a change in control, death or disability where price hurdles have been achieved is an important shareholder protection mechanism and ensures that

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participants only recognize value from the program in connection with the achievement of price appreciation over a multi-year time horizon.

At the same time that awards under the 2023 Program were approved, the Committee also approved amendments to the employment agreements for Mr. Winfrey and Mr. DiGeronimo, removing references to future annual equity grants to be provided under such agreements.

Process for Determining Executive Compensation

Role of the CEO and Compensation and Benefits Committee

The Compensation and Benefits Committee of our Board of Directors is responsible for overseeing our overall compensation structure, policies and programs and assessing whether our compensation structure results in appropriate compensation levels and incentives for executive management.

The Committee determines the pay levels for our NEOs in consideration of a number of factors and within the framework of the Company’s compensation philosophy, as described below. Factors considered include each individual’s role and responsibilities within Charter, the individual’s experience and expertise, pay levels for comparable peer positions both within Charter and in the competitive marketplace, and performance of the individual and Charter as a whole. In setting pay levels for each element of compensation, the Committee considers all forms of compensation and benefits and the resulting impact on total value delivered to the executive.

Each year, the CEO reviews the performance of each of the other NEOs and recommends both compensation adjustments based on overall competitiveness and effectiveness of the compensation program as well as actual bonus payouts under the annual incentive plan in light of performance against the objectives approved by the Committee. The Committee regularly meets in executive session to consider these matters, and while the Committee considers the CEO’s recommendations along with analysis provided by the Committee’s compensation consultant, it retains full discretion to set all compensation for our NEOs other than the CEO. With respect to the CEO, the Committee recommends the CEO’s compensation to Charter’s full Board of Directors, with non-employee directors voting on the approval of any recommendations, subject to any employment agreements.

Role of the Independent Compensation Consultant

The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to serve as its independent compensation consultant and assist in fulfilling its responsibilities. Semler Brossy reports directly to the Committee, providing recommendations and advice related to all aspects of Charter’s executive compensation program. As necessary, Semler Brossy works with management to obtain information necessary to develop their recommendations.

During the year ended December 31, 2022, Semler Brossy provided no services to Charter other than those provided directly to or for the benefit of the Committee, including: attending meetings; providing information, research and analysis pertaining to executive compensation programs; conducting a comprehensive assessment of our annual executive compensation program relative to our peer groups and broader industry data; updating the Committee on market trends and changing practices; advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards; and providing assistance in the appointment of a new CEO and the associated transitions of other executives, including competitive information on pay levels and contract terms. The Committee has determined that there was no conflict of interest between its compensation consultant and the Committee during the year ended December 31, 2022.

Compensation Philosophy and Competitive Positioning

The Committee applies the following pay philosophy for purposes of setting NEO compensation and designing annual and long-term incentive programs that motivate the performance and retention of our NEOs:

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Compensation Peer Groups

The Committee maintains a Primary Peer Group and Secondary Peer Group and examines these peer groups on an annual basis. The Committee uses the following criteria to identify members of the Primary Peer Group:

In addition to the Primary Peer Group, the Committee also examines the executive compensation practices of other larger publicly traded, consumer-oriented companies, which compose the Secondary Peer Group.

In 2022, the Committee reviewed the composition of the peer groups, including the impact of merger and acquisition activity on companies within the groups, and determined that no changes to either peer group were necessary.

Elements of Compensation

Base Salary

Charter sets base salaries with regard to the level of the individual’s position and the individual’s current and sustained performance results. The Committee annually reviews base salary levels for the NEOs and determines any necessary changes in those salary levels. Adjustments to base salary levels may be based on factors such as new roles and responsibilities assumed by the executive or the executive’s impact on our goals and business objectives. The Committee may also make salary adjustments in consideration of competitive market pay levels for comparable executive positions.

Charter does not apply specific weighting to any one factor in setting the level of salary, and the process ultimately relies on the Committee’s judgment. Although we generally target salaries at market median compared to an industry peer group and other compensation survey data for experienced executives, the Committee may also take into account historical compensation, potential as a key contributor, and special recruiting or retention situations when deciding to set salaries for individual executives relative to market median pay levels. Consistent with our pay philosophy and taking into consideration the factors set forth above, salary increases are neither automatic nor the same for each individual.

The Committee reviewed base salaries for our NEOs leading up to and over the course of 2022, providing base salary adjustments for Messrs. Rutledge, Winfrey and DiGeronimo as part of the CEO transition process. Mr. Rutledge’s base salary decreased from $2.5 million to $1.25 million effective December 1, 2022 pursuant to the terms of his amended and restated employment agreement effective as of such date and in connection with his transition to the role of Executive Chairman.

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Mr. Winfrey’s base salary increased from $1.25 million to $1.7 million effective September 20, 2022 pursuant to the terms of his amended and restated employment agreement executed as of such date and in connection with his December 1, 2022 promotion to President and CEO. Mr. DiGeronimo’s base salary increased from $1.25 million to $1.45 million effective September 20, 2022 pursuant to the terms of his employment agreement executed as of such date and in connection with his December 1, 2022 promotion to President, Product & Technology. Mr. Hargis’s base salary decreased from $700,000 to $350,000 effective April 1, 2022 in connection with the amendment to his employment agreement and his transition to the role of Special Advisor to the COO also effective as of such date. In determining the base salary adjustments for Messrs. Winfrey, Rutledge, DiGeronimo, and Hargis, the Committee considered a number of factors, including their excellent performance and contributions to the Company, changes to their responsibilities in their new or expanded roles, and the market compensation levels observed for comparable positions among peer organizations. For our other NEOs, the Committee determined that no base salary adjustments were necessary at this time.

Annual Incentive Plan

Charter established the Annual Incentive Plan for the NEOs to provide a cash-based incentive that rewards the achievement of strong annual operational and financial results and drives annual progress for key strategic objectives. Each year, the actual amount of compensation earned by participants under the plan is dependent upon performance against pre-established objectives set and approved by the Committee. In determining the particular performance metrics under the plan, the Committee selects what it believes to be the best annual financial and operational metrics that support long-term success with the strongest linkage to shareholder value creation. When establishing the particular threshold, target and maximum performance objectives for each plan metric, the Committee seeks to set goals that represent challenging but attainable year-over-year improvement in Company performance.

For fiscal year 2022, the Annual Incentive Plan for our NEOs utilized both financial measures of top and bottom-line performance as well as strategic objectives that represented operating priorities important to the success of Charter’s business. The financial metrics under the plan were total revenue (weighted 10% for Mr. Rutledge and 20% for the other NEOs) and total Adjusted EBITDA (weighted 30% for Mr. Rutledge and 60% for the other NEOs). The strategic objectives that applied to all NEOs under the plan were Capital and Free Cash Flow Management (weighted 5% for Mr. Rutledge and 10% for the other NEOs) and the execution of RDOF and Subsidized Rural Builds Initiatives (weighted 5% for Mr. Rutledge and 10% for the other NEOs). The strategic objectives that applied only to Mr. Rutledge’s incentive award related to Talent Planning (weighted 40%) and Charter’s Diversity and Inclusion efforts (weighted 10%). The Committee weighted a substantial proportion of Mr. Rutledge’s annual incentive to these additional strategic objectives, particularly with respect to Talent Planning, given his overall leadership in the successful transition of the CEO role over the course of 2022 and building a strong and diverse talent pipeline.

Payouts under the Annual Incentive Plan were set to range from 60% to 150% of each NEO’s target annual incentive opportunity based on the actual performance achieved against the Committee-approved goals for each metric. The Committee also has the discretion to increase or decrease payouts under the Annual Incentive Plan based on organizational considerations, such as acquisitions or significant transactions and performance considerations, such as changes in products or markets and other unusual, unforeseen or exogenous situations.

Charter’s 2022 revenue and Adjusted EBITDA results both fell below targeted levels under the Annual Incentive Plan, but still represented year-over-year growth within the incentive payout ranges. Revenue achievement resulted in a payout of 63.22% of target and Adjusted EBITDA achievement resulted in a payout of 62.67% of target.

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In determining payout levels for the strategic objectives, the Committee evaluated the Company’s 2022 performance achievement for these objectives, considering the following:

With respect to the strategic objectives that applied for all NEOs, the Committee approved payouts of 120% for the Capital and Free Cash Flow Management objective and 150% for the RDOF and Subsidized Rural Builds Initiatives strategic objective, resulting in an overall strategic objectives payout of 135% for NEOs except Mr. Rutledge. With respect to the additional strategic objectives that applied for Mr. Rutledge only, the Committee approved a combined payout of 100% for the Talent Planning and Diversity and Inclusion objectives, resulting in an overall strategic objectives payout of 105.83% when combined with payouts for the strategic objectives that applied for all NEOs. The resulting overall annual incentive payouts were 88.62% of Mr. Rutledge’s target annual incentive and 77.24% of the target annual incentive for the other NEOs. The tables below detail the annual incentive calculations for Mr. Rutledge and the other NEOs.

2022 Annual Incentive Payout – Mr. Rutledge

2022 Annual Incentive Payout – All Other NEOs

Note: Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to non-controlling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges and (gain) loss on sale or retirement of assets. For purposes of calculating bonus attainment, revenue does not include mobile device related or RDOF subsidy revenue, and Adjusted EBITDA does not include such revenue or mobile device and RDOF related expenses. Capital Management is an after-the-fact, objective evaluation of our capital spend by the Committee.

Each NEO has a target annual incentive opportunity set as a percentage of the NEO’s base salary. In setting opportunities each year, the Committee reviews current opportunities relative to those among peer group companies and evaluates criteria with

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respect to each NEO’s particular role, including changes in scope and complexity, impact on Company strategy, and degree of enterprise-wide influence. During 2022, the Committee increased Mr. Winfrey’s target annual incentive from 160% of base salary to 250% of base salary effective September 20, 2022 in connection with his promotion to President and CEO, and the Committee increased Mr. DiGeronimo’s target annual incentive from 160% of base salary to 200% of base salary effective September 20, 2022 in connection with his promotion to President, Product & Technology; the full year target annual incentive opportunities for Messrs. Winfrey and DiGeronimo were prorated based on the portion of the year for which each respective target annual incentive percentage was in effect. In addition, pursuant to his amended and restated employment agreement, Mr. Rutledge’s 2022 target annual incentive was prorated to reflect the reduction in his base salary from $2,500,000 to $1,250,000 effective December 1, 2022 (with no change to his target annual incentive as a percentage of base salary), and, pursuant to the amendment to his employment agreement, Mr. Hargis’s 2022 target annual incentive was prorated to reflect the reduction in his base salary from $700,000 to $350,000 effective April 1, 2022 (also with no change to his target annual incentive as a percentage of base salary). The Committee otherwise determined that no annual incentive adjustments were necessary for our other NEOs as current opportunities continued to be competitive and appropriate for their roles. The table below summarizes the 2022 target annual incentive opportunities and actual incentive payouts for each of our NEOs.

The Committee also authorized Mr. Winfrey as CEO to make discretionary bonus awards of up to 5% of the total projected Annual Incentive Plan payout based on actual achievement against the approved performance objectives. Management recommends discretionary bonus awards based upon management’s judgment of a participant’s performance and contribution to the Company, and such awards are in addition to payments made under the Annual Incentive Plan. For 2022, none of the NEOs received any portion of this 5% discretionary bonus allocation.

Long-Term Incentives

Charter’s long-term incentive program aligns the interests of the NEOs with those of our stockholders by linking a significant portion of NEO compensation to sustained growth in the Company’s stock price over multi-year periods. The Committee establishes long-term incentive designs and opportunities in consideration of each NEO’s level within the organization, the nature of their particular role and job responsibilities, the desired mix of short and long-term incentive compensation, retention and succession planning considerations, the executive’s line-of-sight to our stock price performance, and competitive pay levels observed among peer and general industry organizations. Since 2021, all NEOs have participated in the Company’s annual equity program, which provides awards in a mix of stock options and RSUs (with the particular mix determined by the participant’s level), and awards vest in full on the third anniversary of the grant date.

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For each NEO, the Committee determines their long-term incentive opportunity and approves annual equity grants based on that opportunity. Charter grants annual equity awards to all eligible participants in mid-January (the “annual grant date”). For any changes to long-term incentive opportunities occurring during the year after the annual grant date, the Committee generally also approves additional off-cycle equity awards based on the difference between the NEO’s new and prior opportunities and prorates the award value delivered based on the timing of the change. Prorated award guidelines range from 100% of the value difference for changes occurring in the first quarter to 25% for changes occurring in October or November, and in certain circumstances the Committee may provide for a different off-cycle award amount in order to ensure that such award delivers the appropriate amount of retentive value and alignment with long-term performance.

Mr. Rutledge received a grant of $30.0 million in stock options on the January 15, 2022 annual grant date, based on his long-term incentive opportunity set forth in his then current employment agreement. Mr. Rutledge’s amended and restated employment agreement, executed on September 20, 2022, reduced his long-term incentive opportunity to $15.0 million effective December 1, 2022 in connection with his transition to Executive Chairman and which will apply for his 2023 annual equity award. The details of Mr. Rutledge’s 2022 grant are as follows:

Mr. Winfrey first received an equity grant of $10.0 million in stock options on the January 15, 2022 annual grant date, based on his long-term incentive opportunity set forth in his then current employment agreement. Mr. Winfrey’s amended and restated employment agreement, executed on September 20, 2022, increased his long-term incentive opportunity to $17.0 million effective December 1, 2022 in connection with his promotion to President and CEO and provided for an additional equity grant of $2.0 million in stock options to be granted on September 22, 2022. The details of Mr. Winfrey’s 2022 grants are as follows:

Mr. DiGeronimo first received a grant of $8.0 million, delivered in 90% stock options and 10% RSUs, granted on the January 15, 2022 annual grant date and based on his long-term incentive opportunity in effect at that time. Mr. DiGeronimo’s employment agreement, executed on September 20, 2022, increased his long-term incentive opportunity to $10.0 million, to be delivered in a mix of 90% stock options and 10% RSUs and effective December 1, 2022 in connection with his promotion to President, Product & Technology. The agreement also provided for an additional equity grant of $800,000 (also delivered in 90% stock options and 10% RSUs) to be granted on September 22, 2022. The details of Mr. DiGeronimo’s 2022 grants are as follows:

Mr. Ellen received a grant of $5.5 million, delivered in 90% stock options and 10% RSUs, granted on the January 15, 2022 annual grant date and based on his long-term incentive opportunity in effect at that time. The details of Mr. Ellen’s 2022 grant are as follows:

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Ms. Fischer received a grant of $3.5 million, delivered in 90% stock options and 10% RSUs, granted on the January 15, 2022 annual grant date and based on her long-term incentive opportunity in effect at that time. The details of Ms. Fischer’s 2022 grant are as follows:

Mr. Hargis received a grant of $3.5 million, delivered in 90% stock options and 10% RSUs, granted on the January 15, 2022 annual grant date and based on his long-term incentive opportunity in effect at that time. The details of Mr. Hargis’s 2022 grant are as follows:

All 2022 equity grants made to the NEOs vest in full on the third anniversary of the grant date (i.e., 3-year cliff vesting) and stock options have a 10-year term to exercise.

2009 Stock Incentive Plan and 2019 Stock Incentive Plan

Charter granted long-term incentive awards made prior to April 23, 2019 under the 2009 Stock Incentive Plan (the “2009 Plan”), and granted awards made after this date under the 2019 Stock Incentive Plan (the “2019 Plan” and, collectively, the “Stock Incentive Plans”). Each of the Stock Incentive Plans is an omnibus plan, administered at the discretion of the Committee, that provides for a range of compensation programs including the potential grant of non-qualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance share awards, phantom stock, restricted stock units and restricted stock (each term as defined in the Stock Incentive Plans). The Board of Directors approved the 2019 Plan in January 2019 and shareholders approved the 2019 Plan at the annual meeting on April 23, 2019. The terms of the 2019 Plan, after its approval, do not permit additional awards under the 2009 Plan, which terminated on November 30, 2019. Unless terminated sooner, the 2019 Plan terminates on January 29, 2029, with no further options or awards permitted thereafter under that plan.

As of December 31, 2022, 10,478,392 million shares remained available for future grants under the 2019 Plan. As of December 31, 2022, there were 6,235 participants in the 2019 Plan and there remained 432 participants with awards outstanding under the 2009 Plan.

The 2009 Plan authorized the repricing of options. No repricing occurred under the 2009 Plan through its termination. While the 2019 Plan also initially authorized the repricing of options, on January 28, 2020 the Board approved an amendment to the 2019 Plan prohibiting the repricing of stock options without shareholder approval.

Other Elements of Compensation

The NEOs are eligible to participate in all other benefit programs offered to all employees generally.

Employment Agreements

Over the course of 2022, Charter entered into amended and restated employment agreements with Messrs. Rutledge and Winfrey, a new employment agreement with Mr. DiGeronimo, and amended the existing employment agreements with Messrs. Ellen and Hargis. Messrs. Winfrey and DiGeronimo’s employment agreements were effective September 20, 2022 with terms through December 1, 2025. Mr. Rutledge’s agreement was effective December 1, 2022 and has a term through November 30, 2023. Mr. Ellen’s existing employment agreement, originally entered into effective July 1, 2021, was amended on October 27, 2022 to extend the term from July 1, 2023 to December 1, 2023. Mr. Hargis’s existing employment agreement, originally entered into effective June 17, 2021, was amended effective April 1, 2022 to modify the term of the agreement from June 17, 2023 to December 31, 2022, the date of his retirement from the Company. In early 2023, Charter also entered into an amended and restated employment agreement with Ms. Fischer, effective February 5, 2023 and renewing the term of her employment for an additional two years from such date; Ms. Fischer’s prior employment agreement, which was in effect as of

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December 31, 2022, was entered into effective February 5, 2021 with a term through February 5, 2023. A more detailed description of employment arrangements with our NEOs is set forth below under the section titled “NEO Employment Agreements.”

Tax and Accounting

Prior to the Tax Cuts and Jobs Act, Section 162(m) of the Internal Revenue Code placed a $1 million limit on the amount of non-performance-based compensation the Company can deduct in any year for certain NEOs. The Committee had designed the compensation programs with the intention to qualify a majority of compensation as performance-based compensation under Section 162(m). Effective January 1, 2018, performance-based compensation potentially no longer qualifies for exemption from the Section 162(m) limitation. Certain awards under the existing plans may be deductible, but future awards would be analyzed under the new laws and may not create a tax deduction. Once an individual has become an NEO, these individuals will remain subject to the limitation under Section 162(m) for all current and future compensation. These tax effects are only one factor considered by the Committee when entering into compensation arrangements, and the Committee maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals, which may not be deductible under Section 162(m).

We account for stock-based compensation in accordance with United States generally accepted accounting principles (“GAAP”). Restricted stock, restricted stock units, stock options as well as equity awards with market conditions are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of options is estimated on the date of grant using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is estimated on the date of grant using Monte Carlo simulations.

Additional Compensation Governance Policies

Stock Ownership Guidelines

The stock ownership guidelines require the achievement of a certain specified multiple of the applicable officer’s base salary or outside director’s cash retainer. The guidelines do not apply to officers, directors or affiliates of any stockholder of the Company beneficially holding 10% or greater of the outstanding shares of the Company’s stock.

In determining whether a covered individual has met the applicable stock ownership level, management evaluates annually stock beneficially owned outright and 25% of the value of time-based restricted stock and restricted stock units that are only subject to time-based vesting (the performance-based restricted stock unit awards do not count toward the ownership guidelines). There is no time requirement to meet the guidelines. However, until the officer or outside director achieves the minimum ownership level, a covered individual is required to retain a minimum of 25% of the shares received when options to purchase stock are exercised or restricted stock vests (unless an exemption is granted). As of December 31, 2022 all covered directors and the NEOs met the applicable stock ownership guidelines (except for recently hired or promoted individuals who have had limited or no vesting events).

Compensation Recovery Policy

The Compensation Recovery Policy provides that all executive officers, including the NEOs, may be required under certain circumstances to repay or forfeit annual incentive or other performance-based compensation, including payments under our Executive Bonus Plan, received in the event of a restatement of Charter’s financial statements filed with the SEC. Under this policy, there is a three-year look back period for compensation recovery and it applies regardless of whether or not the individual was at fault in the circumstances leading to the restatement. However, the Committee has been granted greater authority to recover any outstanding equity based awards, vested and unvested, if it determines that a covered executive was engaged in any fraud or intentional misconduct with regard to the circumstances leading to the restatement.

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Hedging

The Company prohibits Restricted Employees from hedging transactions or similar arrangements with respect to Company securities without the prior approval of the Company’s Legal department. Specific transactions prohibited are sales of Company securities of the same class for at least six months after the purchase, short sales of Company securities, buying or selling puts or calls or other derivative securities on the Company’s securities, and entering into hedging or monetization transactions or similar arrangements with respect to Company securities.

Restricted Employees include any employee with the title of Vice President or equivalent and above; all persons employed in the Finance, Investor Relations, Legal and Stock Administration departments; members of corporate executive staff; members of the Board of Directors; and any other designated employee identified by senior management as a “Restricted Employee” (e.g., key consultants, executive staff support, compensation personnel, senior Marketing staff).

Stockholder Vote on Say on Pay

At the Company’s 2017 annual stockholders’ meeting, the stockholders considered an advisory proposal on the frequency of holding a vote on executive compensation and, as the Board of Directors recommended, voted to hold an advisory vote on executive compensation every three (3) years with approximately 57% of the votes cast in favor of the triennial frequency proposal. The most recent advisory vote on executive compensation occurred at the 2020 annual stockholders’ meeting. As the Board of Directors recommended, the stockholders approved the 2020 executive compensation program with approximately 91% of the votes cast voting in favor of the proposal. At the annual stockholders’ meeting in 2023, stockholders will consider two advisory votes relative to executive compensation. One will address executive compensation as described in the Compensation Discussion and Analysis and the other will address the frequency of advisory votes on the Company’s executive compensation. See “Proposal No. 2: Approval, on an Advisory Basis, of the Compensation of Named Executive Officers (Item 2 on Proxy Card)” and “Proposal No. 3: Approval, on an Advisory Basis, of a Triennial Advisory Vote on Executive Compensation (Item 3 on Proxy Card)” below for additional information on these advisory votes.

Charter designs its executive compensation program to ensure management’s interests align with those of our investors’ to support long-term value creation, while also maintaining the consistency over time that is imperative for motivating and retaining employees. After considering the stockholders’ advisory votes, including the level of support received for each proposal, the Committee continues to believe that the Company’s executive compensation structure best achieves the desired alignment. In addition, the Committee views a three-year period between advisory votes on executive compensation as the most effective approach, providing investors sufficient time to evaluate the effectiveness of both short and long-term compensation strategies and corresponding business outcomes of the Company. Although the Committee will continue to monitor the frequency of the vote, the Committee considers a triennial vote on executive pay to be the appropriate frequency to provide time to thoughtfully consider and implement appropriate changes to our executive compensation program.

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Summary Compensation Table

The following table sets forth compensation information for our named executive officers (“NEOs”) that were identified as such as of December 31, 2022.