DEF 14A
Table of Contents
DEF 14Afalse0001091667 0001091667 2022-01-01 2022-12-31 0001091667 2020-01-01 2020-12-31 0001091667 2021-01-01 2021-12-31 0001091667 2019-01-01 2019-12-31 0001091667 chtr:Mr.RutledgeMember 2022-01-01 2022-12-31 0001091667 chtr:Mr.WinfreyMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember chtr:Mr.RutledgeMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember chtr:Mr.WinfreyMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember chtr:Mr.RutledgeMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember chtr:Mr.WinfreyMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember chtr:Mr.WinfreyMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember chtr:Mr.RutledgeMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember chtr:Mr.WinfreyMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember chtr:Mr.RutledgeMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInPensionValueMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInPensionValueMember chtr:Mr.WinfreyMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 chtr:ChangeInPensionValueMember chtr:Mr.RutledgeMember ecd:PeoMember 2022-01-01 2022-12-31 0001091667 1 2022-01-01 2022-12-31 0001091667 2 2022-01-01 2022-12-31 0001091667 3 2022-01-01 2022-12-31 0001091667 4 2022-01-01 2022-12-31 0001091667 5 2022-01-01 2022-12-31 0001091667 chtr:Mr.RutledgeMember 2021-01-01 2021-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember chtr:Mr.RutledgeMember ecd:PeoMember 2021-01-01 2021-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember chtr:Mr.RutledgeMember ecd:PeoMember 2021-01-01 2021-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember chtr:Mr.RutledgeMember ecd:PeoMember 2021-01-01 2021-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember chtr:Mr.RutledgeMember ecd:PeoMember 2021-01-01 2021-12-31 0001091667 chtr:ChangeInPensionValueMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001091667 chtr:ChangeInPensionValueMember chtr:Mr.RutledgeMember ecd:PeoMember 2021-01-01 2021-12-31 0001091667 chtr:Mr.RutledgeMember 2020-01-01 2020-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember chtr:Mr.RutledgeMember ecd:PeoMember 2020-01-01 2020-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsGrantedInPriorYearsMeasuredAsOfYearendOrTheVestingDateIfEarlierMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001091667 chtr:ChangeInFairValueOfUnvestedStockAndOptionAwardsMadeDuringTheYearMeasuredAsOfYearendMember chtr:Mr.RutledgeMember ecd:PeoMember 2020-01-01 2020-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001091667 chtr:GrantValueOfStockAndOptionAwardsMadeDuringTheYearAsDisclosedInTheSummaryCompensationMember chtr:Mr.RutledgeMember ecd:PeoMember 2020-01-01 2020-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001091667 chtr:AdditionalServiceCostOfPensionPlanMember chtr:Mr.RutledgeMember ecd:PeoMember 2020-01-01 2020-12-31 0001091667 chtr:ChangeInPensionValueMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001091667 chtr:ChangeInPensionValueMember chtr:Mr.RutledgeMember ecd:PeoMember 2020-01-01 2020-12-31 iso4217:USD xbrli:pure
  
 
 
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
 
 
Filed by the Registrant  ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
 
  Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12
Charter Communications, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
  No fee required
  Fee paid previously with preliminary materials
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11
 
 
 


Table of Contents

LOGO


Table of Contents

LOGO

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, 2nd 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,

 

LOGO

 

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

March 16, 2023


Table of Contents
LOGO            Charter Communications, Inc.

        400 Washington Blvd.

        Stamford, CT 06902

Notice of Annual Meeting of Stockholders

of Charter Communications, Inc.

 

    Date:      Time:      Place:     
    April 25, 2023      8:30 a.m. (Mountain Daylight Time)     

6350 S. Fiddler’s Green Circle

2nd Floor (Conference Room C)

Greenwood Village, CO 80111

    

 

 How to Vote:   

 

By Mail  

 

LOGO

 

By Phone  

 

LOGO

 

By Internet  

 

LOGO

 

    At Annual Meeting     

 

LOGO

 

  

Matters to be voted on:

 

1.  The election of thirteen directors, named in this proxy statement;

 

2.  To hold an advisory vote on executive compensation;

 

3.  To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;

 

4.  The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023;

 

5.  To vote on one stockholder proposal described in the proxy statement if properly presented at the meeting; and

 

6.  Any other matters properly brought before the stockholders at the meeting.

 

The  proxy statement more fully describes these proposals.

 

All stockholders of record at the close of business on February 24, 2023 are invited to attend the meeting. For security reasons, however, to gain admission to the meeting you may be required to present identification containing a photograph and to comply with other security measures.

 

By order of the Board of Directors,

 

LOGO

Richard R. Dykhouse

Corporate Secretary

 

March 16, 2023

 


Table of Contents

Table of Contents

 

Questions and Answers about Voting and the Annual Meeting      1  
Proposal No. 1: Election of Directors      5  

Information about the Director Nominees

     5  

Director Nominees

     6  

Board of Directors and Committees of the Board of Directors

     12  

Nomination and Qualifications of Directors

     13  

Board Diversity Matrix

     15  

Governance Under the Stockholders Agreement

     15  

Board Leadership Structure, Company Strategy and Risk Oversight

     16  

Compensation Risk Assessment

     17  

Proactive Stockholder Engagement

     17  

Stockholder Contact with Directors

     19  

2022 Director Compensation

     19  

Executive Officers

     20  
Compensation Committee Interlocks and Insider Participation      23  
Report of the Compensation and Benefits Committee      23  
Compensation Discussion and Analysis      24  

Fiscal Year 2022 Named Executive Officers

     24  

Executive Summary

     24  

Process for Determining Executive Compensation

     31  

Elements of Compensation

     32  

Employment Agreements

     37  

Tax and Accounting

     38  

Additional Compensation Governance Policies

     38  

Pay Versus Performance

     40  

Summary Compensation Table

     46  

2022 Grants of Plan Based Awards

     48  

Outstanding Equity Awards at Fiscal Year End

     50  

2022 Options Exercised and Stock Vested

     52  

Retirement Benefits

     52  

Legacy TWC Pension Benefits

     52  

Pension Benefits for 2022

     53  

NEO Employment Agreements

     53  

Separation and Related Arrangements

     55  

Limitation of Directors’ Liability and Indemnification Matters

     61  
Certain Beneficial Owners of Charter Class A Common Stock      62  
Certain Relationships and Related Transactions      66  
Proposal No. 2: Advisory Vote on Executive Compensation      68  
Proposal No. 3: Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation      70  
Proposal No. 4: Ratification of the Appointment of Independent Registered Public Accounting Firm      71  
Accounting Matters      72  

Principal Accounting Firm

     72  

Services of Independent Registered Public Accounting Firm

     72  
Report of the Audit Committee      73  
Proposal No. 5: Stockholder Proposal Regarding Lobbying Activities      74  
CEO Pay Ratio      76  
Code of Ethics      77  
Delinquent Section 16(a) Reports      77  
Stockholder Proposals for 2024 Annual Meeting      77  
Other Matters      77  
Appendix A: Non-GAAP Financial Measures      79  
 


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:

 

   

Proposal 1: To elect thirteen directors, nominated by our Board of Directors and named in this proxy statement;

 

   

Proposal 2: To hold an advisory vote on executive compensation;

 

   

Proposal 3: To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;

 

   

Proposal 4: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023;

 

   

Proposal 5: To vote on a stockholder proposal regarding lobbying activities; and

 

   

Proposal 6: To vote on any other matters properly brought before the stockholders at the meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

 

   

FOR the election of the thirteen directors, nominated by our Board of Directors and named in this proxy statement;

 

   

FOR the approval, on an advisory basis, of the compensation of our named executive officers;

 

   

FOR the approval, on an advisory basis, of a triennial advisory vote on executive compensation;

 

   

FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023; and

 

   

AGAINST the stockholder proposal.

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.

 

 

Charter Communications        |    1    |        2023 Proxy Statement


Table of Contents

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.

 

 

Charter Communications        |    2    |        2023 Proxy Statement


Table of Contents

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

 

 

Charter Communications        |    3    |        2023 Proxy Statement


Table of Contents

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.

 

 

Charter Communications        |    4    |        2023 Proxy Statement


Table of Contents

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.

 

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE DIRECTOR NOMINEES.

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.

 

Directors

   Position(s)

Thomas M. Rutledge

   Executive Chairman

Eric L. Zinterhofer

   Lead Independent Director

W. Lance Conn

   Director

Kim C. Goodman

   Director

Craig A. Jacobson

   Director

Gregory B. Maffei

   Director

John D. Markley, Jr.

   Director

David C. Merritt

   Director

James E. Meyer

   Director

Steven A. Miron

   Director

Balan Nair

   Director

Michael A. Newhouse

   Director

Mauricio Ramos

   Director

 

 

Charter Communications        |    5    |        2023 Proxy Statement


Table of Contents

Director Nominees

 

 

Thomas M. Rutledge

Executive Chairman            Age:  69            Director Since:  2012

Committees:  None

 

Biographical Information:

 

Mr. Rutledge has been the Executive Chairman of the Company and the Board of Directors since December 2022, having previously served as Chairman of the Board from May 2016 through November 2022, and as Chief Executive Officer of the Company from February 2012 through November 2022. He previously also served as President of the Company from February 2012 to July 2016 and as a director since February 2012. Prior to joining Charter, Mr. Rutledge served as Chief Operating Officer of Cablevision Systems Corporation (currently part of Altice USA, “Cablevision”) from April 2004 until December 2011. A 50-year cable industry veteran, Mr. Rutledge began his career at American Television and Communications (“ATC”), a predecessor of Time Warner Cable Inc. (“Time Warner Cable”) where he served in many different capacities, eventually becoming President of Time Warner Cable. Mr. Rutledge is Chairman of CableLabs and previously the NCTA Board – The Internet & Television Association and currently serves on the boards of NCTA, CableLabs, C-SPAN, and the Smithsonian National Museum of Natural History. In 2011, he received NCTA’s Vanguard Award for Distinguished Leadership, the cable industry’s highest honor. He is a member of the Cable Hall of Fame and was inducted into the Broadcasting and Cable Hall of Fame in 2011. He received a B.A. in economics from California University in California, Pennsylvania.

 

Skills and Qualifications:

 

Mr. Rutledge’s qualifications to sit on Charter’s Board include his many years of experience as an executive in the telecommunications industry, including as our Chief Executive Officer through November 2022. Mr. Rutledge is responsible for setting and executing the goals and strategies related to our business and provides the Board not only with a knowledge of our day-to-day operations, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business.

 

 

Eric L. Zinterhofer

Lead Independent Director                Age:  51            Director Since:  2009

Committees:  Compensation and Benefits, Nominating and Corporate Governance, Finance

 

Biographical Information:

 

Mr. Zinterhofer has been the Lead Independent Director of Charter’s Board of Directors since May 2016. He was elected to the Board of Charter in November 2009 and served as non-executive Chairman of the Board from December 2009 through May 2016. In 2010, Mr. Zinterhofer founded Searchlight Capital Partners, L.P., a private equity firm. Previously, he served as a senior partner at Apollo Management, L.P. and was with Apollo from 1998 until May 2010. Mr. Zinterhofer is a director of Univision Holdings, Inc., Hemisphere Media Group, and Liberty Latin America Ltd. Mr. Zinterhofer previously served as a director of Global Eagle Entertainment, Inc. until 2021, Roots Corporation until 2020 and TouchTunes Interactive until 2019. Mr. Zinterhofer received B.A. degrees with Honors in Economics and European History from the University of Pennsylvania and received an M.B.A. from Harvard Business School.

 

Skills and Qualifications:

 

Mr. Zinterhofer’s qualifications to sit on Charter’s Board include his extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries. This knowledge and experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes.

 

 

 

Charter Communications        |    6    |        2023 Proxy Statement


Table of Contents

W. Lance Conn

Independent Director            Age:  54            Director Since:  2004

Committees:  Compensation and Benefits (Chair), Finance

 

Biographical Information:

 

Mr. Conn is a businessman, investor and conservationist. From July 2004 to May 2009, Mr. Conn served as the President of Vulcan Capital, the investment arm of Vulcan, Inc. Prior to Vulcan, Mr. Conn was employed by America Online, Inc. from March 1996 to May 2003. From September 1994 to February 1996, Mr. Conn was an attorney with Shaw, Pittman, Potts & Trowbridge LLP in Washington, D.C. Mr. Conn was previously a director of Plains All American Pipeline, L.P. and Vulcan Energy Corporation, where he served as chairman. Mr. Conn also previously served as a director of the Seattle Seahawks, the Portland Trailblazers and Oxygen Media, and as an advisor to Makena Capital Management and Global Endowment Management. Mr. Conn holds a J.D. degree from the University of Virginia, a M.A. degree in history from the University of Mississippi and a B.A. degree in history from Princeton University.

 

Skills and Qualifications:

 

Mr. Conn’s qualifications to sit on Charter’s Board include his extensive experience in the media and telecommunications industries, his experience in the investment industry and his knowledge of Charter gained from his long-term service as a director.

 

 

Kim C. Goodman

Independent Director            Age:  57            Director Since:  2016

Committees:  Audit

 

Biographical Information:

 

Ms. Goodman is Chief Executive Officer of Smarsh, Inc., a global leader in digital communications compliance and intelligence. Prior to joining Smarsh, Ms. Goodman was President, Payments and Risk Solutions of Fiserv, Inc., a leading global provider of financial services and technology solutions. While at Fiserv, Ms. Goodman also served as Head of Merchant Joint Ventures and Acquirer Processing and Head of Card Services. Prior to Fiserv, Ms. Goodman was Chief Executive Officer of Worldpay US, following seven years at American Express (AMEX), where she served as president of its Global Business Travel and Merchant Services Americas units. Prior to joining AMEX, she held executive leadership roles at Dell Inc. in Software and Peripherals, Marketing and Transactional Sales and Dell Networking. Ms. Goodman began her career in management consulting with Bain & Company, where she ascended to the role of partner. Ms. Goodman previously served as a director of Alcatel-Lucent SA, Brocade Communications Systems, and National Life Insurance Company. A graduate of Stanford University with a Master of Science in Industrial Engineering and Bachelor of Arts in Political Science, Ms. Goodman also earned a Master of Business Administration from Harvard Business School where she was a Baker Scholar.

 

Skills and Qualifications:

 

Ms. Goodman’s qualifications to sit on Charter’s Board include her experience in software, networking, financial services and customer service, her experience serving on other public company boards, as well as her experience in executive leadership roles at Smarsh, Fiserv, Worldpay US and AMEX and previous senior leadership positions in both software and networking at Dell Inc.

 

 

 

Charter Communications        |    7    |        2023 Proxy Statement


Table of Contents

Craig A. Jacobson

Independent Director            Age:  70            Director Since:  2010

Committees:  Nominating and Corporate Governance

 

Biographical Information:

 

Mr. Jacobson is a founding partner at the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox, L.L.P., where he has practiced entertainment law for the past 35 years. Mr. Jacobson is a member of the board of directors of Expedia, Inc. and Oaktree Specialty Lending Corporation (“OCSLC”). Mr. Jacobson was a director of Ticketmaster from August 2008 until its merger with Live Nation Entertainment Company in January 2010 and a director of Tribune Media Company from December 2012 until its sale in 2019. Mr. Jacobson was also a director of Oaktree Strategic Income Corporation (“OCSIC”) from October 2017 until its merger with OCSLC in 2021. Mr. Jacobson received a Bachelor of Arts degree from Brown University, where he was a member of Phi Beta Kappa, and his Juris Doctor degree with Honors from George Washington University School of Law.

 

Skills and Qualifications:

 

Mr. Jacobson’s qualifications to sit on Charter’s Board include his experience with the creative and business aspects of the cable television industry, his previous public and private company board experience, and his understanding of the media industry, including the motion picture, television and digital businesses. Mr. Jacobson also has extensive legal and business knowledge and experience in corporate governance matters as well as significant financial knowledge gained during his thirty years practicing law and advising media companies.

 

 

Gregory B. Maffei

Independent Director            Age:  62            Director Since:  2013

Committees:  Compensation and Benefits, Finance

 

Biographical Information:

 

Mr. Maffei has served as the President and Chief Executive Officer and a director of Liberty Media Corporation (including its predecessor, Liberty Media) since May 2007, Liberty Broadband Corporation (Liberty Broadband) since June 2014 and Liberty Media Acquisition Corporation since November 2020. He has served as Chairman of the Board of Liberty TripAdvisor Holdings, Inc. since June 2015 and as a director and the President and Chief Executive Officer since July 2013. He has served as the Chairman of the Board of Qurate Retail, Inc. (formerly named Liberty Interactive Corporation, Qurate Retail) since March 2018 and as a director of Qurate Retail (including its predecessor) since November 2005. Mr. Maffei also served as the President and Chief Executive Officer of Qurate Retail (including its predecessor) from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006. Mr. Maffei also served as the President and Chief Executive Officer and a director of GCI Liberty, Inc. from March 2018 until December 2020. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, Chairman of the Board, President and Chief Executive Officer of 360networks Corporation, and Chief Financial Officer of Microsoft Corporation. Mr. Maffei has served as (i) the Chairman of the Board of Tripadvisor, Inc. since February 2013, (ii) the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and as a director since February 2011, (iii) the Chairman of the Board of Sirius XM Holdings Inc. since April 2013 and as a director since March 2009 and (iv) a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow, Inc., from May 2005 to February 2015. Mr. Maffei served as (i) a director of GCI Liberty from March 2018 until its December 2020 combination with Liberty Broadband, (ii) Chairman of the Board of Starz from January 2013 until its acquisition by Lions Gate Entertainment Corp. in December 2016, (iii) a director of Barnes & Noble. Inc. from September 2011 to April 2014, (iv) a director of Electronic Arts, Inc. from June 2003 to July 2013, (v) a director of DIRECTV and its predecessors from February 2008 to June 2010 and (vi) the Chairman of the Board of Pandora Media, Inc. from September 2017 to February 2019. Mr. Maffei is a member of the Board of Trustees of Dartmouth College and the Council on Foreign Relations. Mr. Maffei has an M.B.A. from Harvard Business School, where he was a Baker Scholar, and a B.A. from Dartmouth College.

 

Skills and Qualifications:

 

Mr. Maffei’s qualifications to sit on Charter’s Board include his significant financial and operational experience based on his current senior policy making positions at the Liberty companies described above and his previous executive positions at Oracle Corporation, 360networks and Microsoft. In addition, Mr. Maffei has extensive public company board experience. He provides our Board with an executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles.

 

 

 

Charter Communications        |    8    |        2023 Proxy Statement


Table of Contents

John D. Markley, Jr.

Independent Director            Age:  57            Director Since:  2009

Committees:  Nominating and Governance (Chair), Audit

 

Biographical Information:

 

Mr. Markley is Managing Director of Bear Creek Capital, an investment firm focused on public and private companies in the communications, media and technology industries. Mr. Markley also is a partner at New Amsterdam Growth Capital. From 1996 to 2009, Mr. Markley was a partner at Columbia Capital, a venture capital firm, where he served on the board of numerous private companies. Mr. Markley is a director of Interdigital, Inc. where he serves as the Chair of its governance committee and member of its compensation committee. Mr. Markley previously served as Chairman of the Board of BroadSoft, Inc. until its acquisition by Cisco Systems, Inc. in February 2018 where he also served on the compensation committee, and as a director of Millennial Media, Inc. from July 2006 to May 2014. Mr. Markley also is currently a director of numerous private companies in the communications, media and technology industries. Mr. Markley received a B.A. degree from Washington & Lee University and an M.B.A degree from Harvard Business School.

 

Skills and Qualifications:

 

Mr. Markley’s qualifications to sit on Charter’s Board include his private equity and operating experience and his extensive experience with communications, media and technology companies, which allow him to contribute guidance and advice relating to the development and execution of the company’s strategy and analysis of potential business opportunities.

 

 

David C. Merritt

Independent Director            Age:  68            Director Since:  2003

Committees:  Audit (Chair), Finance

 

Biographical Information:

 

Mr. Merritt is a private investor and consultant. From March 2009 to December 2013, he served as the president of BC Partners, Inc., a financial advisory firm. From October 2007 to March 2009, Mr. Merritt served as Senior Vice President and Chief Financial Officer of iCRETE, LLC. From 1985 to 1999, Mr. Merritt was an audit and consulting partner of KPMG serving in a variety of capacities during his years with the firm, including national partner in charge of the media and entertainment practice. Mr. Merritt sits on the board of directors and Audit Committee of Taylor Morrison Home Corporation. Mr. Merritt previously served as a director and as the Chairman of the Audit Committee of Calpine Corporation until March 2018. He was also a director of Buffet Restaurants Holdings, Inc. until August 2015 and he served as a director of Outdoor Holdings, Inc. until May 2013. Mr. Merritt holds a B.S. degree in Business and Accounting from California State University — Northridge.

 

Skills and Qualifications:

 

Mr. Merritt’s qualifications to sit on Charter’s Board include his many years of experience as an audit and consulting partner with a major accounting firm, as a director and audit committee member, and in the media industry. As a seasoned director and audit committee chair with extensive accounting, financial reporting and audit committee experience, Mr. Merritt brings a strong background in leadership, governance and corporate finance to our Board.

 

 

 

Charter Communications        |    9    |        2023 Proxy Statement


Table of Contents

James E. Meyer

Independent Director            Age:  68            Director Since:  2018

Committees:  Nominating and Corporate Governance

 

Biographical Information:

 

Mr. Meyer served as Chief Executive Officer of Sirius XM Holdings Inc. (“Sirius XM”), an audio entertainment provider, from December 2012 until his retirement on December 31, 2020. Mr. Meyer has been a director of Sirius XM since 2013 and is currently serving as Vice Chairman of the Sirius XM board. Previously, Mr. Meyer was the President, Operations and Sales, of Sirius XM. Prior to joining Sirius XM in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25 year period, including as the Senior Executive Vice President of Digital Media Solutions of Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held senior management positions at General Electric and RCA. Mr. Meyer served as Chairman of the Board of Directors and a director of TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation) until 2020 and served as a director of Pandora Media, Inc. until 2019. Mr. Meyer holds an M.B.A. and an undergraduate degree in economics, both from St. Bonaventure University.

 

Skills and Qualifications:

 

Mr. Meyer’s qualifications to sit on Charter’s Board include his expertise in media and business and his extensive managerial experience. Mr. Meyer brings to our Board demonstrated management ability at senior levels and critical industry, technology and operational insights.

 

 

Steven A. Miron

Independent Director            Age:  56            Director Since:  2016

Committees:  Compensation and Benefits

 

Biographical Information:

 

Mr. Miron is the Chief Executive Officer of Advance/Newhouse Partnership, a privately-held media company headquartered in Syracuse, New York and a senior executive officer at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, which produces high quality content in a variety of media formats, including print, digital and video, for global audiences; Advance Local, which operates America’s leading local media groups as well as software and data platforms, and marketing agencies; Stage Entertainment, one of the world’s leading producers of musical theatre, operating a network of 16 premier theatres across continental Europe; The IRONMAN Group, the world’s largest mass participation sports platform; American City Business Journals, the largest publisher of local business news, information and events in the United States, covering 44 cities; Leaders Group, a global business intelligence platform for sports and gaming professionals; Turnitin, a leading provider of educational technology to promote academic integrity, streamline grading and feedback and improve educational outcomes; 1010data, a leading provider of cloud-based data analytics; and POP, a digital marketing agency. Advance holds an approximate 13% interest in Charter and is among the largest shareholders in Warner Bros. Discovery, Inc. and Reddit. Mr. Miron previously served as President of Bright House Networks from July 2002 to May 2008 and as Chief Executive Officer from May 2008 until May 2016, when Bright House Networks was acquired by Charter. Mr. Miron currently serves as a director of Warner Bros. Discovery, Inc. and C-SPAN and was previously a member of the Board of Directors of the National Cable & Telecommunications Association and CableLabs. Mr. Miron previously served for several years on the Board of Directors and executive committee for CTAM and the Boards of Emma Bowen Foundation, CTAM Educational Foundation, Crouse Health Foundation and the Jewish Community Foundation of Central New York. Mr. Miron is a graduate of American University.

 

Skills and Qualifications:

 

Mr. Miron’s qualifications to sit on Charter’s Board include his extensive experience as a cable television executive and his experience in the media and technology industries. Mr. Miron has developed a deep understanding of our industry and his expertise in the cable television industry makes him a valued presence on our Board.

 

 

 

Charter Communications        |    10    |        2023 Proxy Statement


Table of Contents

Balan Nair

Independent Director            Age:  56            Director Since:  2013

Committees: None

 

Biographical Information:

 

Mr. Nair is President and Chief Executive Officer and a director of Liberty Latin America, Ltd., an integrated telecommunications company focused on the Caribbean Islands and Latin America. Mr. Nair is an experienced and proven business executive with more than 20 years in the telecommunications industry. He has been a part of the Liberty family of companies since 2007, when he joined Liberty Global as its Senior Vice President and Chief Technology Officer. He most recently served as Executive Vice President and Chief Technology and Innovation Officer. In this role, he was responsible for overseeing Liberty Global’s worldwide network, as well as Technology and Innovation operations, including Product Development, IT, Network Operations, Mobile Operations and Global Supply Chain functions. He was also responsible for Corporate Strategy and Venture investments. Mr. Nair was an executive officer of Liberty Global and sat on Liberty Global’s Executive Leadership Team and the Investment Committee. Prior to joining Liberty Global, from December 2006 to June 2007, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company. Prior to his role at AOL, he spent more than 12 years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair sits on the board of directors and compensation committee of Adtran Corporation. Mr. Nair previously served as a director of Telenet Group Holding, N.V., which trades on EN Brussels. He holds a patent in systems development and is a Licensed Professional Engineer in Colorado. Mr. Nair holds an M.B.A. and a B.S. in electrical engineering, both from Iowa State University.

 

Skills and Qualifications:

 

Mr. Nair’s qualifications to sit on Charter’s Board include his significant executive experience in building, integrating and managing technology businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems.

 

Michael A. Newhouse

Independent Director            Age:  63            Director Since:  2016

Committees:  Nominating and Corporate Governance, Finance

 

Biographical Information:

 

Mr. Newhouse is a co-president at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, which produces high quality content in a variety of media formats, including print, digital and video, for global audiences; Advance Local, which operates America’s leading local media groups as well as software and data platforms, and marketing agencies; Stage Entertainment, one of the world’s leading producers of musical theatre, operating a network of 16 premier theatres across continental Europe; The IRONMAN Group, the world’s largest mass participation sports platform; American City Business Journals, the largest publisher of local business news, information and events in the United States, covering 44 cities; Leaders Group, a global business intelligence platform for sports and gaming professionals; Turnitin, a leading provider of educational technology to promote academic integrity, streamline grading and feedback and improve educational outcomes; 1010data, a leading provider of cloud based data analytics; and POP, a digital marketing agency. Advance holds an approximate 13% interest in Charter and is among the largest shareholders in Warner Bros. Discovery, Inc. and Reddit, and Reddit. Mr. Newhouse is a graduate of Tufts University.

 

Skills and Qualifications:

 

Mr. Newhouse’s qualifications to sit on Charter’s Board include his extensive experience in the cable television, media and technology industries. Mr. Newhouse has developed a deep understanding of our industry and his expertise in the cable television industry makes him a valued member of our Board.

 

 

 

Charter Communications        |    11    |        2023 Proxy Statement


Table of Contents

Mauricio Ramos

Independent Director            Age:  54            Director Since:  2016

Committees:  Compensation and Benefits

 

Mr. Ramos has been the Chief Executive Officer of Millicom International Cellular S.A. (“Millicom”), a Luxembourg public liability company traded on the Stockholm and U.S. NASDAQ stock exchange since April 2015 and was elected as an Executive Director in June 2020. Millicom is a leading telecommunications and media company dedicated to emerging markets in Latin America and Africa. Before joining Millicom, he was President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile and President of Liberty Puerto Rico. Throughout this period he has successfully developed both mobile and broadband businesses in Latin America, delivering solid operational improvement and outstanding financial results. In 2021 Mr. Ramos was elected as Chair of the U.S. Chamber’s U.S. Colombia Business Council (“USCBC”) and he also joined the Broadband Commission for Sustainable Development as a Commissioner and the INCAE business school Presidential Advisory Council. He is also the Chair of the Digital Communications Industry Community of the World Economic Forum. Mr. Ramos sat on the GSMA Board of Directors from 2017-2019. He has also served as Director of the Biennal of the Americas from 2012 to 2015, Director of Columbus Networks from 2013 to 2014, and Director of the American Chamber of Commerce in Chile from 2007-2011, among various other roles. He is a citizen of the United States and Colombia and received a degree in Economics, a degree in Law, and a postgraduate degree in Financial Law from Universidad de los Andes in Bogota.

 

Skills and Qualifications:

 

Mr. Ramos’ qualifications to sit on Charter’s Board include his significant executive experience in the telecommunications and media industries. His experience in these areas as well as his experience developing both mobile and broadband businesses make him a valued member of our Board.

 

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.

 

 

Charter Communications        |    12    |        2023 Proxy Statement


Table of Contents

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:

 

   

Nine directors have experience and demonstrated expertise in managing large, complex organizations, such as serving as CEOs or next-level executives of a significant company or organization;

 

   

Four directors have significant financial, accounting or other risk management expertise;

 

 

Charter Communications        |    13    |        2023 Proxy Statement


Table of Contents
   

Two directors have significant technology and product development experience; and

 

   

Eleven directors have experience on one or more boards of other significant public or nonprofit organizations.

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

 

   

Experience with video, internet, telephone, wireless or media businesses;

 

   

Experience with significant transactions, including financings, investments and acquisitions;

 

   

Judgment, skill, integrity and reputation; and

 

   

Diversity of life experiences and backgrounds, as well as gender and ethnic diversity.

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.

 

 

Charter Communications        |    14    |        2023 Proxy Statement


Table of Contents

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).

 

Board Diversity Matrix (as of January 24, 2023)

 

Total Number of Directors:

    13    
      Female       Male       Non-Binary      

Did Not  
Disclose  
Gender  
 
 
 
 

Part I: Gender Identity

 

     

Directors

    1       12                  
 

Part II: Demographic Background

 

     

African American or Black

    1                          
     

Alaskan Native or Native American

                               
     

Asian

            1                  
     

Hispanic or Latinx

            1                  
     

Native Hawaiian or Pacific Islander

                               
     

White

            10                  
     

Two or More Races or Ethnicities

                               
   

LGBTQ

    0    
   

Did Not Disclose Demographic Background

    0    

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

 

 

Charter Communications        |    15    |        2023 Proxy Statement


Table of Contents

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

 

 

Charter Communications        |    16    |        2023 Proxy Statement


Table of Contents

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.

 

 

Charter Communications        |    17    |        2023 Proxy Statement


Table of Contents

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.

 

 

Charter Communications        |    18    |        2023 Proxy Statement


Table of Contents

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.

 

Name

   Fees Earned or Paid in
Cash ($)
(1)
     Stock
Awards ($)
(2)
     Total ($)  

W. Lance Conn

     190,000        199,865        389,865  

Kim C. Goodman

     30,000        319,586        349,586  

Craig Jacobson

     20,000        319,586        339,586  

Gregory B. Maffei

     45,000        319,586        364,586  

John D. Markley, Jr.

     190,000        199,865        389,865  

David Merritt

     200,000        199,865        399,865  

James E. Meyer

     140,000        199,865        339,865  

Steven A. Miron

     25,000        319,586        344,586  

Balan Nair

            319,586        319,586  

Michael A. Newhouse

     160,000        199,865        359,865  

Mauricio Ramos

     64,534        319,586        384,120  

Eric Zinterhofer

     65,000        469,485        534,485  

 

(1)

Cash compensation to the directors is paid in advance on a quarterly basis. In addition to the annual retainer, Mr. Conn received payments for his service as the Compensation and Benefits Committee chair, as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. Ms. Goodman elected to receive her annual retainer in equity for 2022 and she received payments for her service as a member of the Audit Committee. Mr. Jacobson

 

 

Charter Communications        |    19    |        2023 Proxy Statement


Table of Contents
  elected to receive his annual retainer in equity for 2022 and he received payments for his service as a member of the Nominating and Corporate Governance Committee. Mr. Maffei elected to receive his annual retainer in equity for 2022 and he received payments for his service as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. In addition to the annual retainer, Mr. Markley received payments for his service on the Audit Committee, and as chair and as a member of the Nominating and Corporate Governance Committee. In addition to the annual retainer, Mr. Merritt received payments for his service as chair and as a member of the Audit Committee and for his service on the Finance Committee. In addition to the annual retainer, Mr. Meyer received payments for his service as a member of the Nominating and Corporate Governance Committee. Mr. Miron elected to receive his annual retainer in equity for 2022 and he received payments for his service on the Compensation and Benefits Committee. Mr. Nair elected to receive his annual retainer in equity for 2022 and did not serve on any committees during 2022. In addition to the annual retainer, Mr. Newhouse received payments for his service as a member of the Nominating and Corporate Governance Committee and as a member of the Finance Committee. Mr. Ramos elected to receive his annual retainer in equity for the period from April 30, 2022 to December 31, 2022 and he received payments for his service on the Compensation and Benefits Committee. Mr. Zinterhofer elected to receive his annual retainer in equity for 2022 and he received payments for his service as a member of the Compensation and Benefits Committee, the Nominating and Corporate Governance Committee and the Finance Committee.

 

(2)

Represents the grant date fair value of restricted stock grants for directors, which were granted on April 26, 2022 and vest one year after the date of grant on April 26, 2023. Amounts include the annual equity retainer granted to all directors with a grant date fair value of $199,865 (and $349,764 for Mr. Zinterhofer as the Lead Independent Director). For Ms. Goodman and Messrs. Jacobson, Maffei, Miron, Nair, Ramos and Zinterhofer, amounts also include the annual retainer that they elected to receive in the form of equity and which had a grant date fair value of $119,721. The grant date fair value amount was calculated in accordance with accounting guidance related to share-based payment transactions. For more information, see “Impact of Tax and Accounting” under Compensation Discussion and Analysis.

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.

 

Executive Officers

   Position

Christopher L. Winfrey

   President and Chief Executive Officer

Thomas M. Rutledge

   Executive Chairman

Richard J. DiGeronimo

   President, Product and Technology

Richard R. Dykhouse

   Executive Vice President, General Counsel and Corporate Secretary

David G. Ellen

   Senior Executive Vice President

Jessica M. Fischer

   Chief Financial Officer

Kevin D. Howard

   Executive Vice President, Chief Accounting Officer and Controller

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.

 

 

Charter Communications        |    20    |        2023 Proxy Statement


Table of Contents

 

Christopher L. Winfrey

President and Chief Executive Officer                 Age:  47

 

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.

 

Richard J. DiGeronimo

President, Product and Technology                Age:  45

 

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.

 

 

Richard R. Dykhouse

Executive Vice President, General Counsel and Corporate Secretary                Age:  59

 

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.

 

 

David G. Ellen

Senior Executive Vice President                Age:  58

 

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.

 

 

Charter Communications        |    21    |        2023 Proxy Statement


Table of Contents

 

Jessica M. Fischer

Chief Financial Officer                Age:  37

 

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.

 

 

Kevin D. Howard

Executive Vice President, Chief Accounting Officer and Controller                Age:  53

 

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.

 

 

Charter Communications        |    22    |        2023 Proxy Statement


Table of Contents

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

 

 

Charter Communications        |    23    |        2023 Proxy Statement


Table of Contents

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

 

   

Thomas M. Rutledge, Executive Chairman (previously served as Chairman and Chief Executive Officer until December 1, 2022)

 

   

Christopher L. Winfrey, President and Chief Executive Officer (previously served as Chief Operating Officer until December 1, 2022)

 

   

Richard J. DiGeronimo, President, Product & Technology (previously served as Chief Product & Technology Officer until December 1, 2022)

 

   

David G. Ellen, Senior Executive Vice President

 

   

Jessica M. Fischer, Chief Financial Officer

 

   

Jonathan Hargis, Special Advisor to the COO (previously served as EVP, Chief Marketing Officer until April 1, 2022)

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:

 

   

Total customer relationships grew by 126,000, or 0.4%

 

   

Mobile lines grew by 1,728,000, Internet customers by 344,000

 

   

Revenue grew by 4.5% to $54.0 billion

 

   

Adjusted EBITDA grew by 4.8% to $21.6 billion(1)

 

   

Free cash flow of $6.1 billion(1)

 

   

Charter also purchased approximately 23.8 million shares of Charter Class A common stock and Charter Holdings common units for approximately $11.7 billion in 2022 at an average price per share of $491.48.

 

(1)

See “Non-GAAP Financial Measures” in Appendix A.

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).

 

 

Charter Communications        |    24    |        2023 Proxy Statement


Table of Contents

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

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

and a Peer Group

 

LOGO

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.

 

 

Charter Communications        |    25    |        2023 Proxy Statement


Table of Contents

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

 

   

Formulaic plan design with financial metrics that are key indicators of Charter’s success and measures of long-term value creation in a subscription business metrics reward top and bottom-line performance and the achievement of key strategic objectives for the business. With respect to our NEOs excluding the Executive Chairman, the metrics were total revenue (excluding mobile device related revenue) weighted at 20%, total Adjusted EBITDA (excluding RDOF related expenses and mobile related device sales) weighted at 60%, and Strategic Objectives weighted at 20%. With respect to the Executive Chairman, Mr. Rutledge, the metrics were revenue weighted at 10%, Adjusted EBITDA weighted at 30%, and Strategic Objectives weighted at 60%; the bonus metrics and weightings for Mr. Rutledge were established in consideration of his role as CEO, in which capacity he served until transitioning to Executive Chairman on December 1, 2022.

 

   

Growth-based performance objectives — threshold, target and maximum performance levels all correspond to positive year-over-year growth in revenue and Adjusted EBITDA.

 

   

Maximum bonus payout level set at 150% of target incentives provides upside potential to incentivize long-term, sustainable performance through Charter’s growth-oriented strategy.

 

 

Long-Term Incentive Plan

 

   

Award mix that emphasizes stock price appreciation — grants delivered in a mix of 90% stock options and 10% RSUs, generally. Mr. Rutledge and Mr. Winfrey received awards 100% in stock options to further emphasize the performance-based nature of those awards and in consideration of their key leadership roles within Charter (Mr. Rutledge serving as Chairman and CEO until his transition to Executive Chairman and Mr. Winfrey serving as Chief Operating Officer until his transition to President and CEO).

 

   

Multi-year time-based vesting period — awards 100% vest on the third anniversary of the grant date (3-year cliff vesting).

 

   

Long-term incentive program aligns pay for performance — since the completion of the Transactions on May 18, 2016, Charter’s philosophy has been to deliver the largest portion of NEO compensation in the form of long-term incentives tied to stock price appreciation, i.e., stock options. Following the Transactions, Charter achieved significant stock price appreciation with the stock price increasing 261% from $227.41 (the closing price of Charter’s Class A common stock on May 18, 2016) to a high of $821.01 on September 2, 2021. Subsequent to this period of substantial growth in the stock price, and within an uncertain, inflationary macroeconomic environment, Charter’s price decreased 59% to $339.10 (the closing stock price as of December 30, 2022) but still represented overall growth of 49% for the period from May 18, 2016 to December 30, 2022. As noted above, Charter’s long-term incentive program design ties the majority of executive pay to appreciation-based equity awards with multi-year vesting periods, which created strong pay for performance alignment over time. In particular, the exercise prices for Charter’s last three annual equity grants – which occurred in mid-January of each year for NEOs and other participants in the equity program – were $512.0575, $625.55, and $588.825 for 2020, 2021 and 2022, respectively. As of December 31, 2022, all of the stock option awards from such grants were unvested and underwater, demonstrating the significant degree of performance accountability within the compensation program, and Charter’s stock price will need to increase by more than 51% in order for our NEOs to realize value from these outstanding stock option awards. Furthermore, as described in the Pay Versus Performance disclosure on page 40 of this proxy, Charter’s long-term incentive program design resulted in strong alignment between NEO compensation and Charter’s total shareholder return (TSR) performance.

 

 

 

 

Charter Communications        |    26    |        2023 Proxy Statement


Table of Contents

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:

 

LOGO

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:

 

1.

Entered into an amended and restated employment agreement with Mr. Rutledge in connection with his transition into the role of Executive Chairman.

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:

 

Pay Element

   Prior    New

Base Salary

   $2.5 million    $1.25 million

Annual Incentive

   300% of base salary    300% of base salary (no change)

Long-Term Incentive

   $30.0 million    $15.0 million

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

 

 

Charter Communications        |    27    |        2023 Proxy Statement


Table of Contents
2.

Entered into an amended and restated employment agreement with Mr. Winfrey in connection with his promotion to President and Chief Executive Officer, succeeding Mr. Rutledge.

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:

 

Pay Element

   Prior    New

Base Salary

   $1.25 million    $1.7 million

Annual Incentive

   160% of base salary    250% of base salary

Long-Term Incentive

   $10.0 million    $17.0 million

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.

 

3.

Entered into a new employment agreement with Mr. DiGeronimo in connection with his promotion to President, Product & Technology.

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:

 

Pay Element

   Prior    New

Base Salary

   $1.25 million    $1.45 million

Annual Incentive

   160% of base salary    200% of base salary

Long-Term Incentive

   $8.0 million    $10.0 million

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.

 

4.

Amended Mr. Ellen’s employment agreement as of October 27, 2022.

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).

 

5.

Amended Mr. Hargis’s employment agreement effective April 1, 2022 in connection with his transition to the role of Special Advisor to the COO on April 1, 2022 and retirement on December 31, 2022.

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:

 

Pay Element

   Prior    New

Base Salary

   $700,000    $350,000

Annual Incentive

   150% of base salary    150% of base salary (no change)

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.

 

6.

Granted annual equity awards to Messrs. Rutledge, Winfrey, DiGeronimo, Ellen and Hargis, and Ms. Fischer on January 15, 2022.

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

 

 

Charter Communications        |    28    |        2023 Proxy Statement


Table of Contents

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

 

Executive

   LTI Grant
Guideline
   Equity Mix

Thomas M. Rutledge

   $30.0 million   

100% stock options

Christopher L. Winfrey

   $10.0 million   

100% stock options

Richard J. DiGeronimo

   $8.0 million   

90% stock options / 10% RSUs

David G. Ellen

   $5.5 million   

90% stock options / 10% RSUs

Jessica M. Fischer

   $3.5 million   

90% stock options / 10% RSUs

Jonathan Hargis

   $3.5 million   

90% stock options / 10% RSUs

 

7.

Established the 2022 annual incentive plan.

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:

 

Metric

  

    Weighting    

(Executive Chairman)

   

Weighting

    (Other NEOs)    

   

Threshold / Maximum
Performance

(% of Target)

Revenue

     10.0     20.0   97.6% / 101.0%

Adjusted EBITDA

     30.0     60.0   96.1% /  102.0%

Strategic Objectives

     60.0     20.0   N/A

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

 

 

Charter Communications        |    29    |        2023 Proxy Statement


Table of Contents

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:

 

     

  Price Hurdle

  Vesting

  Requirement

   Approximate(1) % of Stock Options Vesting     Approximate(1) % of RSUs Vesting  
   Eligible to Vest
on or after 3rd
Anniversary of
the Grant Date
    Eligible to Vest
on or after 4th
Anniversary of
the Grant Date
    Eligible to Vest
on or after 5th
Anniversary of
the Grant Date
    Eligible to Vest
on or after 3rd
Anniversary of
the Grant Date
    Eligible to Vest
on or after 4th
Anniversary of
the Grant Date
    Eligible to Vest
on or after 5th
Anniversary of
the Grant Date
 

$507 / $564(2)

     6.7     6.7     6.7                  

$639

     6.7     6.7     6.7                  

$798

     6.7     6.7     6.7     11.1     11.1     11.1

$870

     6.7     6.7     6.7     11.1     11.1     11.1

$988

     3.3     3.3     3.3     5.6     5.6     5.6

$1,000

     3.3     3.3     3.3     5.6     5.6     5.6

 

(1)

Percentages may not sum to 100% due to rounding.

 

(2)

For Mr. Winfrey who participated in the similar performance-based award program in 2016, the lowest stock price hurdle for awards under the 2023 Program is $564, which is equivalent to the highest stock price hurdle under the 2016 awards.

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

 

 

Charter Communications        |    30    |        2023 Proxy Statement


Table of Contents

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:

 

  1.

Base salary, target annual incentive, and annualized grant date values for long-term equity incentive generally positioned between the corresponding 50th and 75th percentile levels of the peer group;

 

  2.

Annual incentive design that rewards the achievement of meaningful year-over-year growth in revenue and Adjusted EBITDA and the execution of key strategic objectives for the business; and

 

 

Charter Communications        |    31    |        2023 Proxy Statement


Table of Contents
  3.

Long-term equity incentive design that emphasizes stock options to create a strong linkage between pay and sustained stock price performance. In order for NEOs to realize their target long-term incentive opportunity under the 2022 equity program, Charter’s stock price must achieve meaningful price appreciation.

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:

 

   

North American publicly traded companies, in particular internet providers and organizations in the video programming distribution, wireless communication or advertising spaces

 

   

Size: Approximately $13 billion to $204 billion in annual revenue (0.25x to 4.0x Charter’s revenue)

 

   

Relevant Industries: Cable & Satellite, Integrated Telecommunication Services and Wireless Telecommunications, Movies & Entertainment and Broadcast

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.

 

Primary Peer Group
AT&T Inc.    DISH Network Corp.    Netflix, Inc.    Paramount Global
Cisco Systems, Inc.    Fox Corp.    The Walt Disney Company   
Comcast Corporation    Liberty Global Plc    T-Mobile US, Inc.   
Warner Bros. Discovery, Inc.    Lumen Technologies, Inc.    Verizon Communications Inc.   

 

Secondary Peer Group
3M   IBM   Pfizer Inc.   The Kraft Heinz Co.
American Express Co.   Johnson & Johnson   Philip Morris International, Inc.  
Bristol-Myers Squibb Co.   Merck & Co., Inc.   Procter & Gamble Co.  
Caterpillar   Mondelez International, Inc.   Qualcomm  
Gilead Sciences, Inc.   Nike, Inc.   Raytheon Technologies  
Honeywell International, Inc.   PepsiCo, Inc.   The Coca-Cola Co.  

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.

 

 

Charter Communications        |    32    |        2023 Proxy Statement


Table of Contents

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.

 

Executive Officer

   Base Salary as of
December 31, 2022
     Change from Prior Year

Thomas M. Rutledge

   $ 1,250,000      50.0% decrease from $2,500,000 effective December 1, 2022

Christopher L. Winfrey

   $ 1,700,000      36.0% increase from $1,250,000 effective September 20, 2022

Richard J. DiGeronimo

   $ 1,450,000      16.0% increase from $1,250,000 effective September 20, 2022

David G. Ellen

   $ 1,250,000      None

Jessica M. Fischer

   $ 700,000      None

Jonathan Hargis

   $ 350,000      50.0% decrease from $700,000 effective April 1, 2022

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.

 

 

Charter Communications        |    33    |        2023 Proxy Statement


Table of Contents

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

 

   

Constructed and activated over 120,000 passings as part of Charter’s rural subsidized initiatives which was ahead of plan and exceeded penetration goals on such passings.

 

   

Achieved important milestones for Charter’s rural construction initiative beyond construction such as the walking out of the build plan.

 

   

Effectively navigated supply chain disruptions to achieve supply levels that were at or above target for most equipment types.

 

   

Effectively managed free cash flow supporting Charter’s share repurchase strategy while managing a higher interest rate environment.

 

   

For Mr. Rutledge, the management of Charter’s talent planning and development efforts, in particular with respect to the transition of the CEO role, and achievements relating to advancing Charter’s diversity and inclusion goals.

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

 

Metric

  

    Target    

($ million)

    

    Performance    

($ million)

    

Payout

%

    Weighting    

Weighted
Payout

%

 

Revenue

   $ 53,808      $ 52,621        63.22     10.0     6.32

Adjusted EBITDA

   $ 22,321      $ 21,509        62.67     30.0     18.80

Strategic Objectives

     Discretionary Assessment        105.83     60.0     63.50

Total

          100.0     88.62

2022 Annual Incentive Payout – All Other NEOs

 

Metric

  

    Target    

($ million)

    

    Performance    

($ million)

    

Payout

%

    Weighting    

Weighted
Payout

%

 

Revenue

   $ 53,808      $ 52,621        63.22     20.0     12.64

Adjusted EBITDA

   $ 22,321      $ 21,509        62.67     60.0     37.60

Strategic Objectives

     Discretionary Assessment        135.00     20.0     27.00

Total

          100.0     77.24

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

 

 

Charter Communications        |    34    |        2023 Proxy Statement


Table of Contents

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.

 

              Target Annual Incentive     Annual Incentive  

Executive Officer

   Base Salary      % of Base Salary     $ Value     % of Target     $ Value  

Thomas M. Rutledge

   $ 1,250,000        300   $ 7,181,507 (1)      88.62   $ 6,364,251  

Christopher L. Winfrey

   $ 1,700,000        250   $ 2,634,932 (2)      77.24   $ 2,035,221  

Richard J. DiGeronimo

   $ 1,450,000        200   $ 2,253,973 (3)      77.24   $ 1,740,968  

David G. Ellen

   $ 1,250,000        160   $ 2,000,000       77.24   $ 1,554,800  

Jessica M. Fischer

   $ 700,000        150   $ 1,050,000       77.24   $ 811,020  

Jonathan Hargis

   $ 350,000        150   $ 654,452 (4)      77.24   $ 505,499  

 

(1) 

Represents Mr. Rutledge’s target annual incentive amount prorated based on his base salary of $2,500,000 and target annual incentive of 300% of base salary in effect from January 1, 2022 through November 30, 2022 and his base salary of $1,250,000 and target annual incentive of 300% of base salary in effect as of December 1, 2022.

 

(2) 

Represents Mr. Winfrey’s target annual incentive amount prorated based on his base salary of $1,250,000 and target annual incentive of 160% of base salary in effect from January 1, 2022 through September 19, 2022 and his base salary of $1,700,000 and target annual incentive of 250% of base salary in effect as of September 20, 2022.

 

(3) 

Represents Mr. DiGeronimo’s target annual incentive amount prorated based on his base salary of $1,250,000 and target annual incentive of 160% of base salary in effect from January 1, 2022 through September 19, 2022 and his base salary of $1,450,000 and target annual incentive of 200% of base salary in effect as of September 20, 2022.

 

(4) 

Represents Mr. Hargis’s target annual incentive amount prorated based on his base salary of $700,000 and target annual incentive of 150% of base salary in effect from January 1, 2022 through March 31, 2022 and his base salary of $350,000 and target annual incentive of 150% of base salary in effect as of April 1, 2022.

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.

 

 

Charter Communications        |    35    |        2023 Proxy Statement


Table of Contents

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:

 

Grant Date   Target Award
Value
     Equity Award Mix   Grant /
Strike Price
    # of Stock
Options Granted
    # of RSUs
Granted
 
January 15, 2022   $ 30,000,000      100% Stock Options   $ 588.825       172,067        

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:

 

Grant Date   Target Award
Value
     Equity Award Mix   Grant /
Strike Price
    # of Stock
Options Granted
    # of RSUs
Granted
 
January 15, 2022   $ 10,000,000      100% Stock Options   $ 588.825       57,356        
September 22, 2022   $ 2,000,000      100% Stock Options   $ 342.235       17,073        
Total   $ 12,000,000            74,429        

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:

 

Grant Date   Target Award
Value
     Equity Award Mix   Grant /
Strike Price
    # of Stock
Options Granted
    # of RSUs
Granted
 
January 15, 2022   $ 8,000,000      90% Stock Options / 10% RSUs   $ 588.825       41,296       1,359  
September 22, 2022   $ 800,000      90% Stock Options / 10% RSUs   $ 342.235       6,146       234  
Total   $ 8,800,000            47,442       1,593  

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:

 

Grant Date   Target Award
Value
     Equity Award Mix   Grant /
Strike Price
    # of Stock
Options Granted
    # of RSUs
Granted
 
January 15, 2021   $ 5,500,000      90% Stock Options / 10% RSUs   $ 588.825       28,391       934  

 

 

Charter Communications        |    36    |        2023 Proxy Statement


Table of Contents

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:

 

Grant Date   Target Award
Value
     Equity Award Mix   Grant /
Strike Price
    # of Stock
Options Granted
    # of RSUs
Granted
 
January 15, 2022   $ 3,500,000      90% Stock Options / 10% RSUs   $ 588.825       18,067       594  

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:

 

Grant Date   Target Award
Value
     Equity Award Mix   Grant /
Strike Price
    # of Stock
Options Granted
    # of RSUs
Granted
 
January 15, 2022   $ 3,500,000      90% Stock Options / 10% RSUs   $ 588.825       18,067       594  

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

 

 

Charter Communications        |    37    |        2023 Proxy Statement


Table of Contents

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.

 

Executive Officer

   Ownership Multiple of Salary (for employees)
or Cash Retainer (for directors)
 

CEO

     5x  

Executive Vice President

     2x  

Other Covered Individuals

     1x  

Outside Director

     3x  

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.

 

 

Charter Communications        |    38    |        2023 Proxy Statement


Table of Contents

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.

 

 

Charter Communications        |    39    |        2023 Proxy Statement


Table of Contents
Pay
Versus Performance
Pay Versus Performance Results & Discussion
An assessment of Charter’s pay versus performance alignment was conducted pursuant to Item 402(v) of Regulation
S-K,
evaluating the alignment of Charter’s executive pay, stock price performance, and financial performance for the
3-year
period from January 1, 2020 through December 31, 2022 (referred to as the “measurement period” throughout this Pay Versus Performance discussion).
As discussed on page 26 of the Compensation Discussion & Analysis, Charter’s philosophy for NEO compensation is to provide the largest portion of pay in the form of long-term incentives that vest over a multi-year timeframe and are tied to stock price appreciation; it is Charter’s view that this creates the strongest possible alignment between executives and shareholders. When evaluating this philosophy through the lens of pay versus performance, actual compensation realized or earned by NEOs should therefore be primarily dependent upon Charter creating sustained stock price growth, with increases in executive pay from periods of stock price appreciation and decreases in executive pay from periods where the stock price declines. Furthermore, while financial performance achievement drives payouts under Charter’s annual bonus plan, such outcomes should have a lesser impact than stock price performance given that – based on values disclosed in the Summary Compensation Table – 2022 bonus payouts represented 16% of Mr. Rutledge’s total compensation, 13% of Mr. Winfrey’s total compensation, and 16% of total compensation for the other NEOs relative to the value of stock options granted in 2022, which represented 77% of Mr. Rutledge’s total compensation, 77% of Mr. Winfrey’s total compensation, and 64% of total compensation for the other NEOs.
For purposes of evaluating the impact of performance on pay, the required disclosure utilizes two measurements of compensation, referred to as the “Summary Compensation Table Total” and “Compensation Actually Paid”. These measures are formally defined in the “Description of Disclosure Requirements” at the end of this section (which also provides complete information on the methodology for the pay versus performance analysis), but are summarized as follows:
 
 
 
Summary Compensation Table Total
– Total compensation as disclosed in the Summary Compensation Table for each year, approximating an NEO’s target compensation opportunity with the exception that it reflects actual payouts from the annual bonus plan (versus target opportunities) and includes certain other compensation and benefits items not traditionally included in target compensation, such as matching contributions to the Company’s 401(k) plan.
 
 
 
Compensation Actually Paid
– The Summary Compensation Table Total with certain modifications applied to capture the change in the actual value of such compensation over time. With respect to Charter’s executive pay program, the difference between the Summary Compensation Table Total and Compensation Actually Paid primarily represents the change in fair value of unvested long-term incentive awards, mainly stock options, over the course of the year.
As outlined above, in order to demonstrate alignment between pay and performance for Charter’s executive compensation program, Compensation Actually Paid should be greater than or less than the Summary Compensation Table Total in proportion to respective positive or negative TSR achievement and, to a lesser degree, financial performance. Based on the outcomes observed from the pay versus performance analysis as applied to Charter – detailed below in both the required Tabular Disclosure of Pay Versus Performance as well as the Pay Versus Performance Graph – Charter’s executive pay program demonstrates the anticipated alignment between targeted compensation, actual compensation, stock price performance, and financial performance.
 
Tabular Disclosure of Pay Versus Performance
(1)
                           
Value of Initial Fixed $100
Investment Based On:
       
Year
 
Summary
Compensation
Table Total for
CEO

(Rutledge)
 
Compensation
Actually Paid to
CEO
(Rutledge)
(1,2)
 
Summary
Compensation
Table Total for

CEO
(Winfrey)
(3)
 
Compensation
Actually Paid to
CEO
(Winfrey)
(2)(3)
 
Average

Summary
Compensation
Table Total for
Other NEOs
(3)
 
Average
Compensation
Actually Paid
to Other
NEOs
(2)(3)
 
Charter
Total
Shareholder
Return
 
Primary
Peer Group
Total
Shareholder
Return
 
Net
Income

($M)
 
Adjusted
EBITDA

($M)
2022
  $39,213,350   ($65,738,275)   $15,626,967   ($20,010,688)   $7,482,328   ($9,640,987)   $70   $84   $5,849   $21,616
2021
  $41,860,263   $9,855,008   n/a   n/a   $8,196,657   $7,662,612   $134   $114   $5,320   $20,630
2020
  $38,846,705   $234,204,667   n/a   n/a   $16,403,815   $61,038,985   $136   $113   $3,676   $18,518
 
(1)
See the “Description of Disclosure Requirements” section below for additional information on the requirements for this Pay Versus Performance Disclosure and the required Tabular List of Additional Performance Metrics.
 
(2)
Mr. Rutledge served as Chairman and CEO in each of 2020, 2021 and 2022 and is therefore included as the CEO in the table for each year. Mr. Winfrey served as President and CEO from December 1, 2022 and is therefore included as the CEO for 2022 only. The average values for Other NEOs pertain to the following executives and their roles for each year:
2020 – John R. Bickham (President and Chief Operating Officer, Mr. DiGeronimo (Chief Product & Technology Officer), Mr. Ellen (Senior Executive Vice President), and Mr. Winfrey (Chief Financial Officer)
 
 
Charter Communications
        |    40    |        
2023 Proxy Statement

2021 – Mr. Bickham (Vice Chairman), Mr. DiGeronimo (Chief Product & Technology Officer), Mr. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Mr. Winfrey (Chief Operating Officer)
2022 – Mr. DiGeronimo (President, Product & Technology), Mr. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Mr. Hargis (Special Advisor to the COO).
 
(3)
The table below provides a reconciliation of the adjustments to Summary Compensation Table Totals to Compensation Actually Paid; refer to the “Determination of Compensation Actually Paid” section below for additional information on the methodology and assumptions for determining the fair value stock and option awards.
 
     
   
Chief Executive Officer
  
Other Named Executive Officers Average
               
    
2020
(Rutledge)
 
2021
(Rutledge)
 
2022
(Rutledge)
 
2022
(Winfrey)
  
2020
 
2021
 
2022
Summary Compensation Table Total
 
$38,846,705
 
$41,860,263
 
$39,213,350
 
$15,626,967
  
$16,403,815
 
$8,196,657
 
$7,482,328
Less
change in pension value
  ($176,085)   ($59,302)   $249,614   $0    ($33,655)   ($11,136)   $0
Plus
additional service cost of pension plan
  $0   $0   $0   $0    $0   $0   $0
Less
grant value of stock and option awards made during the year, as disclosed in the Summary Compensation Table
  ($30,005,695)   ($30,004,409)   ($30,005,043)   ($12,001,909)    ($12,999,065)   ($4,000,613)   ($5,325,719)
Plus
the change in fair value of unvested stock and option awards made during the year, measured as of
year-end
  $9,020,157   $2,003,335   ($20,089,009)   ($6,509,546)    $3,075,241   $92,552   ($3,290,927)
Plus
the change in fair value of unvested stock and option awards granted in prior years, measured as of
year-end
or the vesting date, if earlier
  $216,519,585   ($3,944,879)   ($55,107,188)   ($17,126,200)    $54,592,650   $3,385,151   ($8,506,669)
Compensation Actually Paid
 
$234,204,667
 
$9,855,008
 
($65,738,275)
 
($20,010,688)
  
$61,038,985
 
$7,662,612
 
($9,640,987)
Charter believes that the pay versus performance statistics above demonstrate the desired linkage between NEO compensation and stock price performance and affirm the effectiveness of Charter’s executive compensation philosophy and the compensation-setting process described in the Compensation Discussion & Analysis. In particular, for each year of the analysis, the ratio of Compensation Actually Paid to the Summary Compensation Table Total aligned with corresponding TSR performance (i.e., higher or lower in proportion to an increase or decrease in TSR). From a financial performance perspective, Charter achieved consistent growth in both Net Income and Adjusted EBITDA across all years of the analysis, although such performance does not directly impact any variance between the Summary Compensation Table Total and Compensation Actually Paid (while financial performance achievement impacts Charter’s actual bonus payouts, such payouts are included in both the Summary Compensation Table Total and Compensation Actually Paid). However, Charter views the financial metrics in its annual bonus plan – specifically Revenue and Adjusted EBITDA – as important drivers of stock price performance over the long-term, and such measures will therefore generally align with Charter’s executive pay outcomes that are driven predominately by stock price performance.
On a relative stock price performance basis, Charter’s TSR was generally comparable to corresponding Primary Peer performance levels each year, and there were no circumstances where NEOs realized higher levels of Compensation Actually Paid in connection with TSR underperformance on a relative basis. Furthermore, the TSR achieved by Charter for the
3-year
measurement period of the pay versus performance analysis followed a multi-year period of significant TSR growth that outperformed Primary Peers. From the close of the Bright House and TWC Transactions on May 18, 2016 through December 31, 2019 (the beginning of the measurement period for this pay versus performance disclosure), a $100 investment in Charter appreciated in value to $213.31, which was 51% higher than the $140.92 in value from an equivalent investment in Primary Peer companies. For the full period from May 18, 2016 through December 31, 2022, the returns for Charter and Primary Peers were $149.11 and $117.73, respectively, with the value of the Charter investment still 27% higher than that of Primary Peers. Therefore, while TSR performance was comparable between Charter and Primary Peers in each year of the pay versus performance analysis, over an extended timeframe Charter has outperformed peer companies.
The chart and table below provide additional detail regarding what Charter views as the key highlights demonstrating pay versus performance alignment in each year of the analysis. In particular, these outcomes illustrate how the design of Charter’s executive compensation programs create alignment under varied performance scenarios (i.e., periods of positive, flat and negative stock price performance).
 
 
Charter Communications
        |    41    |        
2023 Proxy Statement

Pay Versus Performance Graph
 

 
(1)
The ratio of Compensation Actually Paid to Summary Compensation Table Total is calculated based on the corresponding CEO and Other NEO values disclosed in the Tabular Disclosure of Pay Versus Performance.
Pay Versus Performance Annual Highlights
 
 
2020 – Strong stock price performance resulted in increased value for NEOs.
 
   Charter stock price performance outperformed Primary Peers (with a $100 fixed investment on 12/31/2019 increased to $136 for Charter and $113 for Primary Peers, representing returns of 36.4% and 12.8%, respectively) and resulted in Compensation Actually Paid that was 6.0x the Summary Compensation Table Total for the CEO and 3.7x for the other NEOs.
 
   The significant upside leverage observed in Compensation Actually Paid was driven by Charter’s philosophy to deliver the substantial majority of NEO compensation in the form of stock options, including performance-based equity awards granted in 2016 and vesting based upon the achievement of stock price hurdles, a substantial portion of which were still unvested and outstanding in 2020 and therefore included in this analysis
 
   Strong financial performance results for this year, with 9.9% Adjusted EBITDA growth and 84.5% growth in Net Income
(1)
, correlated with stock price performance achievement and also aligned with executive pay outcomes.
 
 
2021 – Flat stock price performance resulted in reduced value for NEOs.
 
   Charter’s stock price continued to grow for most of the year before declining to essentially flat performance by year-end (the closing stock price of $661.55 on 12/31/2020 increased to a high of $821.01 on 9/2/2021 and then fell to $651.97 on 12/31/2021), with similar flat stock price performance observed among Primary Peers; the value of an initial $100 investment made in Charter on 12/31/2019 fell 1.5% over 2021 (from $136 to $134) versus a 0.8% increase (from $113 to $114) for such an investment among Primary Peers.
 
   This period of flat stock price performance resulted in Compensation Actually Paid levels that were flat or down relative to Summary Compensation Table Totals, with ratios of 0.2x for Mr. Rutledge as CEO and 0.9x for the other NEOs. The lower ratio for Mr. Rutledge relative to the other NEOs was driven by a number of factors, including the greater proportion of stock options in the CEO’s pay mix and the timing and grant prices of stock option awards granted in prior years to the CEO relative to other NEOs.
 
 
 
 
Charter Communications
        |    42    |        
2023 Proxy Statement

   Financial performance results were strong for this year – with 11.4% Adjusted EBITDA growth and 44.7% growth in Net Income – and initially correlated with strong stock price performance. However, in the latter half of the year, challenging macroeconomic conditions and an inflationary environment drove stock price declines among Charter, Primary Peers, and the broader market as a whole.
 
   Given the large portion of Charter’s compensation tied to stock options, Charter’s lower levels of Compensation Actually Paid, particularly relative to 2020, were driven predominately by the flat stock price performance for the year in spite of robust financial performance results.
 
 
 
2022 – Declining stock price performance resulted in a significant contraction of value for NEOs.
 
   Stock prices for both Charter and Primary Peer companies continued to fall over the course of 2022; the value of an initial $100 investment made in Charter on 12/31/2019 fell 48.0% over 2022 (from $134 to $70) versus a 26.3% decline (from $114 to $84) for such an investment among Primary Peers.
 
   The decline in stock price had a significant impact on Charter’s levels of Compensation Actually Paid, with all NEOs recognizing overall negative values of Compensation Actually Paid (i.e., net losses driven by declining equity values exceeded their Summary Compensation Table Totals).
 
   Charter continued to achieve annual growth in both Net Income (increasing 9.9% from the prior year) and Adjusted EBITDA (increasing 4.8% from the prior year), albeit at lower growth rates than in prior years. As such growth in financial performance did not correspond to an increase in stock price, these results had no direct impact on Compensation Actually Paid.
 
   As a result of Charter’s philosophy to deliver the substantial majority of compensation in the form of stock options, the pay versus performance outcome in 2022 – negative Compensation Actually Paid resulting from a decline in stock price – mirrored that which was observed in 2020 – high levels of Compensation Actually Paid resulting from stock price growth – and demonstrated alignment between shareholder returns and value realized by NEOs under differing performance scenarios.
 
 
(1)
Based on 2019 Adjusted EBITDA of $16.855 billion and Net Income of $1.992 billion.
Description of Disclosure Requirements
The assessment of Charter’s pay versus performance was conducted pursuant to Item 402(v) of Regulation
S-K,
comparing the following elements of pay and performance for the measurement period (the three-year period from January 1, 2020 through December 31, 2022):
 
Pay
  
Summary Compensation Table Total
 
Total compensation disclosed in the Summary Compensation Table. Generally representative of target compensation for NEOs, with the main exception being that amounts in the
non-equity
incentive compensation plan column represent actual payout levels under the annual incentive plan
(1)
.
 
  
Compensation Actually Paid
 
The Summary Compensation Table Total adjusted to reflect: (i) the replacement of the aggregate change in present value of defined benefit plans with the annual service cost for defined benefit plans, including modifications, (ii) the replacement of the amounts disclosed in the Stock Awards and Option Awards columns (which represent the fair value of awards at grant) with the fair value of such awards as of the end of the year, and (iii) the addition of the change in fair value of stock and options awards granted in prior years and either vesting during the year or outstanding at the end of the year.
 
 
 
Charter Communications
        |    43    |        
2023 Proxy Statement

Performance
  
 
 
Total shareholder return (TSR) for Charter and Primary Peer companies
 
      
Equals the change in value of a notional $100 investment in Charter and a $100 investment in Primary Peer organizations
(1)
(with such investment weighted between peers based on market capitalization) from the beginning of the pay versus performance analysis period through the end of each year of the analysis.
 
  
 
 
 
Charter’s GAAP net income
 
      
Consolidated net income as disclosed in Charter’s annual report on Form
10-K
for each year.
 
  
 
 
 
An additional financial performance measure considered to be the most important
non-TSR
related metric in determining compensation (Adjusted EBITDA)
 
 
      
Charter identified Adjusted EBITDA, as disclosed in Charter’s annual report on Form
10-K
for each year, as the appropriate metric based on the higher weighting of Adjusted EBITDA in the annual bonus plan relative to other metrics
(1)
. Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling 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.
 
  
 
 
 
Identification of three to seven additional performance metrics most important for assessing pay
 
      
 
Although not included in the analysis of pay and performance, regulations require the identification of additional performance measures tied to compensation, which for Charter applies to five performance metrics in the annual bonus plan
(1)
and listed below
 
Tabular List of Additional Performance Metrics
 
 
         
Metric
 
  
Description
 
     
 
      
Revenue
  
Financial metric used in 2020 – 2022 bonus designs for all NEOs
  
 
 
      
Capital and Free Cash Flow Management
  
Non-financial
metric used in 2020 – 2022 bonus designs for all NEOs
  
 
 
      
RDOF and Subsidized Rural Build Initiatives
  
Non-financial
metric used in 2022 bonus design for all NEOs
  
 
 
      
Talent Planning
  
Non-financial
metric used in 2020 – 2022 bonus designs for Mr. Rutledge as CEO
  
 
 
      
Diversity and Inclusion
  
Non-financial
metric used in 2021 and 2022 bonus designs for Mr. Rutledge as CEO
  
 
                    
 
(1)
 
Refer to the Compensation Discussion & Analysis for a description of Charter’s Primary Peer group and the annual bonus plan design and performance metrics.
Determination of “Compensation Actually Paid”
Since Charter did not have any additional annual service cost for its frozen defined benefit pension plan and the change in pension value did not exceed 2.5% of the Total from the Summary Compensation Table in any given year, the variation in fair value of Charter stock and option awards over the measurement period exclusively drove any material difference between the Summary Compensation Table Total and Compensation Actually Paid. For awards granted during each year of the measurement period, Compensation Actually Paid replaces the value at grant disclosed in the Stock and Option Awards columns of the Summary Compensation Table with the fair value of such awards calculated as of
year-end
although such awards were unvested. In addition, for awards granted in prior years and unvested at the beginning of the applicable year of the measurement period, the change in value of such awards is included in Compensation Actually Paid and is equal to (i) the fair value calculated as of the end of the year or, if the award vested during the year, the vesting date, less (ii) the fair value calculated as of the beginning of the year.
The applicable Charter equity awards included in the pay versus performance analysis – all of which were outstanding for at least
a
portion of the measurement period – and their corresponding valuation methodology were as follows:
 
 
 
Time-vested RSUs
– Included grants made from 2017 – 2022, valued at the average of the high and low prices of Charter common stock on each applicable valuation date.
 
 
Charter Communications
        |    44    |        
2023 Proxy Statement

 
 
Time-vested stock options
– Included grants made from 2017 – 2022, valued using the Black-Scholes option-pricing model. For each valuation date, the fair value was determined using the average of the high and low prices of Charter common stock on such date, the volatility and risk-free rate assumptions that were in effect for the given year, and the expected life assumption that was in effect on the original grant date of the stock options, less the time that had elapsed since the grant date.
 
 
 
Performance-based stock options
 &
RSUs
– Included portions of performance-based awards granted in 2016 and vesting based upon the achievement of certain stock price objectives over a period of up to six years, with the final tranches of these awards vesting in 2020 and 2021. For valuation dates on which such awards were outstanding and unvested (i.e., at the beginning of 2020 and 2021), the fair value was calculated using a Monte Carlo valuation analysis. For valuation dates on which such awards were vesting, stock options were valued using the Black-Scholes option-pricing model with the same assumptions as noted above for time-vested stock options, and RSUs were valued at the average of the high and low prices of Charter common stock on the applicable valuation date.
 
 
 
Charter Communications
        |    45    |        
2023 Proxy Statement


Table of Contents

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.

 

Name and Principal Position

  Year     Salary ($)(1)     Bonus ($)(2)    

Stock

Awards

($)(3)

   

Option

Awards

($)(4)

   

Non-Equity

Incentive Plan

Compensation

($)(5)

   

Change in

pension value

and

nonqualified

deferred

compensation

earnings

($)(6)

   

All Other

Compensation

($)(7)

    Total ($)  

Christopher L. Winfrey

President and

Chief Executive Officer

    2022       1,359,038                   12,001,909       2,035,221             230,799       15,626,967  
    2021       1,041,346             712,575       7,038,681       2,747,200             145,914       11,685,716  
    2020       1,000,000             900,198       8,100,243       1,613,760             123,209       11,737,410  

Thomas M. Rutledge

Executive Chairman

    2022       2,447,115                   30,005,043       6,364,251       (249,614     646,555       39,213,350  
    2021       2,500,000                   30,004,409       8,901,000       59,302       395,552       41,860,263  
    2020       2,073,077                   30,005,695       6,299,963       176,085       291,885       38,846,705  

Richard J. DiGeronimo

President, Product

and Technology

    2022       1,298,461             880,296       7,921,224       1,740,968             200,572       12,041,521  
    2021       1,041,346             499,824       4,500,594       2,747,200             77,878       8,866,842  
    2020       1,000,000             399,917       3,600,060       1,613,760             20,598       6,634,335  

David G. Ellen

Senior Executive

Vice President

    2022       1,250,000             549,963       4,950,823       1,544,800             74,861       8,370,447  
    2021       1,250,000             525,165       4,725,735       2,747,200             108,188       9,356,288  
    2020       1,250,000             750,165       6,750,203       2,017,200             20,000       10,787,568  

Jessica M. Fischer

Chief Financial Officer

    2022       700,000             349,762       3,150,523       811,020             21,530       5,032,835  
    2021       555,752       250,000       295,982       1,704,509       777,767             19,476       3,603,486  

Jonathan Hargis

Special Advisor

to the COO

    2022       450,962             349,762       3,150,523       505,499             27,762       4,484,508  

 

(1)

Messrs. Winfrey and DiGeronimo’s salary calculations are prorated based on the adjustment to their base salaries effective September 20, 2022. Mr. Rutledge’s salary calculation is prorated based on the adjustment to his base salary effective December 1, 2022. Mr. Hargis’s salary calculation is prorated based on the adjustment to his base salary effective April 1, 2022.

 

(2)

Ms. Fischer received a $250,000 lump sum payment made in connection with her relocation in 2021.

 

(3)

Amounts reported in this column reflect the aggregate grant date fair value of restricted stock unit grants, if any, to each NEO during the applicable fiscal years set forth above. Amounts reported represent the aggregate grant date fair value based on the average of the high and low stock prices on the applicable grant date. For more information on accounting guidance regarding stock compensation, see “Impact of Tax and Accounting” under Compensation Discussion and Analysis.

 

(4)

Amounts reported in this column were calculated in accordance with GAAP and reflect the aggregate grant date fair value of options granted to each NEO during the applicable fiscal years set forth above. For more information on accounting guidance regarding stock compensation, see “Impact of Tax and Accounting” under Compensation Discussion & Analysis.

 

(5)

The amounts reported under this column for 2022 are executive bonus plan payments made in 2023 for each NEO under the 2022 Executive Bonus Plan. Mr. Winfrey’s target annual incentive amount is prorated with his prior base salary of $1,250,000 and target annual incentive of 160% of base salary in effect from January 1, 2022 through September 19, 2022, and his new base salary of $1,700,000 and target annual incentive of 250% of base salary as of September 20, 2022. Mr. Rutledge’s target annual incentive amount is prorated with his prior base salary of $2,500,000 and target annual incentive of 300% of base salary in effect from January 1, 2022 through November 30, 2022, and his new base salary of $1,250,000 and target annual incentive of 300% of base salary as of December 1, 2022. Mr. DiGeronimo’s target annual incentive amount is prorated with his prior base salary of $1,250,000 and target annual incentive of 160% of base salary

 

 

Charter Communications        |    46    |        2023 Proxy Statement


Table of Contents
  in effect from January 1, 2022 through September 19, 2022, and his new base salary of $1,450,000 and target annual incentive of 200% of base salary as of September 20, 2022. Mr. Hargis’s target annual incentive amount is prorated with his prior base salary of $700,000 and target annual incentive of 150% of base salary in effect from January 1, 2022 through March 31, 2022, and his new base salary of $350,000 and target annual incentive of 150% of base salary as of April 1, 2022.

 

(6)

Although the plan was frozen in 2016 and no benefits accrued after that date, this amount represents the aggregate change in the actuarial present value of Mr. Rutledge’s accumulated pension benefits under the Time Warner Cable Pension Plan. See the Pension Benefits Table and “Legacy TWC Pension Benefits” for additional information regarding these benefits.

 

(7)

The amounts reported in the “All Other Compensation” column for 2022 include the perquisites and personal benefits received by each NEO that exceeded $10,000 in the aggregate, 401(k) matching contributions, group term life and executive long-term disability premiums and certain tax gross-ups for the year ended December 31, 2022, as detailed in the table below:

 

Name

  

Personal

Use of

Corporate

Airplane

($)(a)

    

401(k)

Matching

Contributions

($)

    

Group

Term

Life

Premiums

($)

    

Executive

Long-

Term

Disability

Premiums

($)

    

Gross-up

for

Executive

Long

Term

Disability

($)

    

Other

($)(b)

 

Christopher L. Winfrey

     168,027        18,300        1,018        906        1,698        40,850  

Thomas M. Rutledge

     601,171               27,960        906        1,698        14,820  

Richard J. DiGeronimo

     178,858        18,300        810        906        1,698         

David G. Ellen

     51,635        18,300        2,322        906        1,698         

Jessica M. Fischer

            18,300        576        906        1,698        50  

Jonathan Hargis

            18,300        6,858        906        1,698         

 

  (a)

As set forth in more detail below under the section titled “NEO Employment Agreements”, Messrs. Winfrey, Rutledge, DiGeronimo and Ellen are allowed to use the Company’s aircraft for a certain amount of hours of discretionary personal use every year in accordance with their respective employment agreements. Mr. Winfrey also has the authority to allow other executives to use the Company’s aircraft for personal use. Amounts reported above for Messrs. Winfrey, Rutledge, DiGeronimo and Ellen are calculated as the aggregate incremental cost to the Company using a method that takes into account variable costs such as aircraft fuel and oil expenses per hour of flight; crew travel expenses; landing and parking fees; and trip-related inspections, repairs and maintenance. The aggregate incremental costs reported above also take into account costs associated with private aircraft for hire services. Because the Company’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew or purchase or lease costs of aircraft. For purposes of determining an executive’s taxable income, personal use of our aircraft is valued using a method based on Standard Industry Fare Level (“SIFL”) rates, as published by the Internal Revenue Service. The amount determined using the SIFL rates is typically lower than the amount determined using the incremental cost method.

 

  (b)

Amounts reported for 2022 for Messrs. Winfrey and Rutledge represent the reimbursement of legal fees and other charges incurred in connection with the drafting, negotiation and implementation of their respective employment agreements entered into on September 20, 2022 and for Ms. Fischer represent a gross-up for a 2022 service award.

 

 

Charter Communications        |    47    |        2023 Proxy Statement


Table of Contents

2022 Grants of Plan Based Awards

 

Name

 

Grant

Date(1)

   

 

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards(2)

   

All

Other

Stock

Awards:

Number

of

Shares

of Stock

or Units

(#)(4)

   

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)(5)

   

Exercise

or Base

Price of

Option

Awards

($)(6)

   

Grant Date

Fair Value

of Stock

and Option

Awards

($)(7)

 
 

Threshold –

0% ($)

   

Target –

100% ($)(3)

   

Maximum –

150% ($)(3)

 

Christopher L. Winfrey

                2,634,932       3,952,397                          
    1/18/2022                               57,356       588.825       10,001,739  
    9/22/2022                               17,073       342.235       2,000,170  

Thomas M. Rutledge

                7,181,507       10,772,260                          
    1/18/2022                               172,067       588.825       30,005,043  

Richard J. DiGeronimo

                2,253,973       3,380,959                          
    1/18/2022                         1,359                   800,213  
    1/18/2022                               41,296       588.825       7,201,196  
    9/22/2022                         234                   80,083  
    9/22/2022                               6,146       342.235       720,028  

David G. Ellen

                2,000,000       3,000,000                          
    1/18/2022                         934                   549,963  
    1/18/2022                               28,391       588.825       4,950,823  

Jessica M. Fischer

                1,050,000       1,575,000                          
    1/18/2022                         594                   349,762  
    1/18/2022                               18,067       588.825       3,150,523  

Jonathan Hargis

                654,452       981,678                          
    1/18/2022                         594                   349,762  
    1/18/2022                               18,067       588.825       3,150,523  

 

(1)

As described in the section titled “Compensation Actions in 2022” in the Compensation Discussion & Analysis, Messrs. Winfrey, Rutledge, DiGeronimo, Ellen and Hargis and Ms. Fischer received grants on January 18, 2022 under Charter’s annual equity program. Mr. Winfrey received a grant on September 22, 2022 in connection with the execution of his amended and restated employment agreement and promotion to President and Chief Executive Officer. Mr. DiGeronimo received a grant on September 22, 2022 in connection with the execution of his new employment agreement and promotion to President, Product & Technology.

 

(2)

These columns show the range of payouts under the 2022 Executive Bonus Plan based on the applicable 2022 performance criteria. Related payments were made in 2023 for 2022 performance based on the metrics described in the section titled “2022 Executive Bonus Plan” in the Compensation Discussion & Analysis. These payments are reflected in the Non-Equity Incentive Plan column in the Summary Compensation Table.

 

(3)

Mr. Winfrey’s target annual incentive amount is prorated with his prior base salary of $1,250,000 and target annual incentive of 160% of base salary in effect from January 1, 2022 through September 19, 2022, and his new base salary of $1,700,000 and target annual incentive of 250% of base salary as of September 20, 2022. Mr. Rutledge’s target annual incentive amount is prorated with his prior base salary of $2,500,000 and target annual incentive of 300% of base salary in effect from January 1, 2022 through November 30, 2022, and his new base salary of $1,250,000 and target annual incentive of 300% of base salary as of December 1, 2022. Mr. DiGeronimo’s target annual incentive amount is prorated with his prior base salary of $1,250,000 and target annual incentive of 160% of base salary in effect from January 1, 2022 through September 19, 2022, and his new base salary of $1,450,000 and target annual incentive of 200% of base salary as of September 20, 2022. Mr. Hargis’s target annual incentive amount is prorated with his prior base salary of $700,000 and target annual incentive of 150% of base salary in effect from January 1, 2022 through March 31, 2022, and his new base salary of $350,000 and target annual incentive of 150% of base salary as of April 1, 2022.

 

 

Charter Communications        |    48    |        2023 Proxy Statement


Table of Contents
(4)

Awards under this column were granted as restricted stock units under the 2019 Stock Incentive Plan and are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table.

 

(5)

These option awards were granted as options under the 2019 Stock Incentive Plan and are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table.

 

(6)

The exercise prices of the option awards were determined using the average of high and low stock prices on the date of grant.

 

(7)

Amounts were calculated in accordance with accounting guidance related to share-based payment transactions and represent the aggregate grant date fair value. For more information, see “Impact of Tax and Accounting” under Compensation Discussion & Analysis.

 

 

Charter Communications        |    49    |        2023 Proxy Statement


Table of Contents

Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options and unvested restricted stock and restricted stock units for each of our NEOs that remained outstanding as of December 31, 2022. In connection with the closing of the Transactions the merger exchange ratio of .9042 was applied to the exercise price and performance targets (divided by .9042) and the number of restricted stock units and stock options (multiplied by .9042) for all equity awards outstanding on May 18, 2016.

 

     Option Awards          Stock Awards  

Name

 

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

   

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

   

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

   

Option

Exercise

Price

($)

   

Option

Expiration

Date

        

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

   

Market

Value of

Shares or

Units of Stock

That Have

Not Vested

(#)(1)

   

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights

That Have

Not Vested

(#)

   

Equity

Incentive

Plan Awards:

Market or

Payout
Value

of Unearned

Shares,

Units or

Other Rights

That Have

Not Vested

($)(1)

 

Christopher L. Winfrey

    36,976 (2)                  150.88       1/15/2024                            
    34,046 (3)                  175.76       1/15/2025                            
    24,064 (4)                  183.87       1/15/2026                            
    497,309 (5)                  221.25       6/17/2026                            
          55,758 (6)            512.06       1/15/2030                            
          31,819 (7)            625.55       1/15/2031                            
          5,176 (8)            704.21       7/15/2031                            
          3,099 (9)            714.99       10/19/2031                            
          57,356 (10)            588.83       1/18/2032                            
          17,073 (11)            342.24       9/22/2032                            
                                    2,877 (12)    $ 975,591              

Thomas M. Rutledge

    147,905 (2)                  150.88       1/15/2024                            
    136,188 (3)                  175.76       1/15/2025                            
    904,200 (5)                  222.92       4/25/2026                            
    723,360 (5)                  232.34       4/26/2026                            
          195,022 (13)            597.16       11/3/2030                            
          176,770 (7)            625.55       1/15/2031                            
          172,067 (10)            588.83       1/18/2032                            

Richard J. DiGeronimo

    23,620 (14)                  353.20       1/16/2028                            
    27,151 (15)                  292.31       1/15/2029                            
    6,760 (16)                  378.67       8/15/2029                            
          24,781 (6)            512.06       1/15/2030                            
          21,212 (7)            625.55       1/15/2031                            
          4,462 (9)            714.99       10/19/2031                            
          41,296 (10)            588.83       1/18/2032                            
          6,146 (11)            342.24       9/22/2032                            
                                    3,153 (17)    $ 1,069,182              

David G. Ellen

    200,000 (5)                  221.25       6/17/2026                            
          46,465 (6)            512.06       1/15/2030                            
          26,516 (7)            625.55       1/15/2031                            
          1,150 (8)            704.21       7/15/2031                            
          28,391 (10)            588.83       1/18/2032                            
                                    3,234 (18)    $ 1,096,649              

Jessica M. Fischer

    5,765 (15)                  292.31       1/15/2029                            
          3,289 (6)            512.06       1/15/2030                            
          2,815 (7)            625.55       1/15/2031                            
          4,610 (19)            621.71       2/5/2031                            
          2,231 (9)            714.99       10/19/2031                            
          18,067 (10)        588.83       1/18/2032                            
                                    1,369 (20)    $ 464,228              

Jonathan Hargis

          27,879 (6)            512.06       1/15/2030                            
          15,909 (7)            625.55       1/15/2031                            
          1,725 (8)            704.21       7/15/2031                            
          18,067 (10)            588.83       1/18/2032                            
                                    2,006 (18)    $ 680,235              

 

 

Charter Communications        |    50    |        2023 Proxy Statement


Table of Contents
(1)

Based on the closing stock price at December 30, 2022 of $339.10 per share.

 

(2)

Amounts shown reflect time-vesting stock options granted on January 15, 2014 under the 2009 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(3)

Amounts shown reflect time-vesting stock options granted on January 15, 2015 under the 2009 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(4)

Amounts shown reflect time-vesting stock options granted on January 15, 2016 under the 2009 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(5)

Amounts shown reflect grants of performance-vesting stock options that vested subject to achievement of certain price per share thresholds measured based on the average of the per share closing price of the Company’s Class A common stock on the NASDAQ Global Select for sixty (60) consecutive trading days. For Mr. Rutledge, represents the awards that were granted on April 25, 2016 and April 26, 2016, respectively. For Messrs. Winfrey and Ellen, represents the awards of stock options that were granted on June 17, 2016.

 

(6)

Amounts shown reflect time-vesting stock options granted on January 15, 2020 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(7)

Amounts shown reflect time-vesting stock options granted on January 15, 2021 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(8)

Amounts shown reflect time-vesting stock options granted on July 15, 2021 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(9)

Amounts shown reflect time-vesting stock options granted on October 19, 2021 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(10)

Amounts shown reflect time-vesting stock options granted on January 18, 2022 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(11)

Amounts shown reflect time-vesting stock options granted on September 22, 2022 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(12)

Amounts shown reflect time-vesting RSUs granted on January 15, 2020, January 15, 2021 and July 15, 2021 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(13)

Amounts shown reflect time-vesting stock options granted on November 3, 2020 that fully vest and become exercisable on the third anniversary of the grant date.

 

(14)

Amounts shown reflect time-vesting stock options granted on January 16, 2018 under the 2009 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(15)

Amounts shown reflect time-vesting stock options granted on January 15, 2019 under the 2009 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(16)

Amounts shown reflect time-vesting stock options granted on August 15, 2019 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(17)

Amounts shown reflect time-vesting RSUs granted January 15, 2020, January 15, 2021, October 19, 2021, January 18, 2022 and September 22, 2022 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(18)

Amounts shown reflect time-vesting RSUs granted on January 15, 2020, January 15, 2021, July 15, 2021 and January 18, 2022 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(19)

Amounts shown reflect time-vesting stock options granted on February 5, 2021 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(20)

Amounts shown reflect time-vesting RSUs granted on January 15, 2020, January 15, 2021, February 5, 2021, October 19, 2021 and January 18, 2022 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

 

Charter Communications        |    51    |        2023 Proxy Statement


Table of Contents

2022 Options Exercised and Stock Vested

The following table provides information on option awards exercised and restricted stock and stock unit awards that vested during 2022 for each of the Company’s NEOs.

 

Name

   Option Awards           Stock Awards  
  

Number of Shares

Acquired on

Exercise (#)

    

Value Realized

on Exercise ($)

         

Number of Shares

Acquired on Vesting

or Transfer for

Value (#)

    

Value Realized on

Vesting ($)(1)

 

Christopher L. Winfrey

                             

Thomas M. Rutledge

                             

Richard J. DiGeronimo(2)

                     1,053      $ 615,828  

David G. Ellen

                             

Jessica M. Fischer(3)

                     545      $ 332,450  

Jonathan Hargis(4)

                     867      $ 292,552  

 

(1)

Amount attributed to the average high and low market values of the stock on the day of vesting.

 

(2)

Mr. DiGeronimo had 855 time vesting RSUs vest on January 15, 2022 and 394 shares were withheld to cover taxes at a market value of $610.00 (the average of the high and low trading prices on that day). Mr. DiGeronimo had 198 time vesting RSUs vest on August 15, 2022 and 91 shares were withheld to cover taxes at a market value of $476.15 (the average of the high and low trading prices on that day).

 

(3)

Ms. Fischer had 545 time vesting RSUs vest on January 15, 2022 and 176 shares were withheld to cover taxes at a market value of $610.00 (the average of the high and low trading prices on that day).

 

(4)

Mr. Hargis had 867 time vesting RSUs vest on December 31, 2022 and 430 shares were withheld to cover taxes at a market value of $337.43 (the average of the high and low trading prices on that day).

Retirement Benefits

We sponsor a 401(k) plan, which is a qualified retirement plan offered to all eligible employees, including our NEOs, that permits eligible employees to elect to defer a portion of their compensation on a pre-tax basis.

Legacy TWC Pension Benefits

In connection with Mr. Rutledge’s employment by a predecessor and/or affiliate of Legacy TWC, Mr. Rutledge participated in the Time Warner Cable Pension Plan, a tax qualified defined benefit pension plan (the “Pension Plan”) offered by those employers and accrued a benefit as a result. No other NEO is entitled to benefits under the Pension Plan. As of the closing of the Transactions, Charter is the sponsor of the Pension Plan. As of December 31, 2022, the present value of Mr. Rutledge’s accrued benefit under the Pension Plan was $1,434,015, reflecting the assumptions that (a) the benefits will be payable at the earliest retirement age at which unreduced benefits are assumed to be payable (which is age 65) under the Pension Plan, valued as if paid as a life annuity, (b) 28.58 years of benefit service to Legacy TWC during his tenure there, and (c) are consistent with the assumptions used in the calculation of the Company’s benefit obligations as disclosed in Note 21 to the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Federal tax law limits both the amount of compensation that is eligible for the calculation of benefits and the amount of benefits that may be paid to participants under a tax-qualified plan, such as the Pension Plan. Benefit payments under the Pension Plan are calculated using the highest consecutive five-year average annual compensation (subject to federal law limits and the $350,000 limit referred to above), which is referred to as “average compensation.” Compensation covered by the Pension Plan takes into account salary, bonus, some elective deferrals and other compensation paid, but excludes the payment of deferred or long-term incentive compensation and severance payments. The annual pension payment under the

 

 

Charter Communications        |    52    |        2023 Proxy Statement


Table of Contents

terms of the Pension Plan, if the retired employee is vested, and if paid as a single life annuity, commencing at age 65, is an amount equal to the sum of:

 

   

1.25% of the portion of average compensation that does not exceed the average of the Social Security taxable wage base ending in the year the employee reaches the Social Security retirement age, referred to as “covered compensation,” multiplied by the number of years of benefit service up to 35 years, plus

 

   

1.67% of the portion of average compensation that exceeds covered compensation, multiplied by the number of years of benefit service up to 35 years, plus

 

   

0.5% of average compensation multiplied by the employee’s number of years of benefit service in excess of 35 years, plus

 

   

a supplemental benefit in the amount of $60 multiplied by the employee’s number of years of benefit service up to 30 years, with a maximum supplemental benefit of $1,800 per year.

Reduced benefits are available in the case of retirement before age 65 and in other optional forms of benefits payouts, as described below.

The benefits under the Pension Plan are payable as (i) a single life annuity, (ii) a 50%, 75% or 100% joint and survivor annuity, (iii) a life annuity that is guaranteed for 10 years, or (iv) as of January 1, 2015, a lump sum. Spousal consent is required in certain cases. The participant may elect the form of benefit payment at the time of retirement or termination of employment (in which case, benefits are payable as (i) a single life annuity, (ii) a 50% or 75% joint and survivor annuity or (iii) a lump sum). In the case of a single life annuity, the amount of the annuity is based on the applicable formulas described above. In the case