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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
 
 
 


LOGO


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 23, 2024 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.

Lastly, Craig Jacobson has decided not to stand for re-election to the Board of Directors at the annual meeting. We thank Craig for his commitment to Charter and the many valuable contributions he has made during his tenure on the Board of Directors.

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

Eric L. Zinterhofer    Christopher L. Winfrey

Non-Executive Chairman of the Board

  

President and Chief Executive Officer, Director

March 14, 2024


LOGO

  

  Charter Communications, Inc.

  400 Washington Blvd.

  Stamford, CT 06902

Notice of Annual Meeting of Stockholders

of Charter Communications, Inc.

 

    Date:      Time:      Place:     
    April 23, 2024     

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.  An amendment increasing the number of shares in the Company’s 2019 Stock Incentive Plan;

 

3.  An amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;

 

4.  The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024;

 

5.  The two stockholder proposals 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 23, 2024 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

Jamal H. Haughton

Corporate Secretary

 

March 14, 2024

 


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  

2023 Director Compensation

     19  

Executive Officers

     21  
Compensation Committee Interlocks and Insider Participation      23  
Report of the Compensation and Benefits Committee      23  
Compensation Discussion and Analysis      24  

Fiscal Year 2023 Named Executive Officers

     24  

Executive Summary

     24  

Process for Determining Executive Compensation

     31  

Elements of Compensation

     33  

Employment Agreements

     38  

Tax and Accounting

     38  

Additional Compensation Governance Policies

     39  

Summary Compensation Table

     41  

2023 Grants of Plan Based Awards

     43  

Outstanding Equity Awards at Fiscal Year End

     45  

2023 Options Exercised and Stock Vested

     48  

Retirement Benefits

     48  

Legacy TWC Pension Benefits

     48  

Pension Benefits for 2023

     49  

NEO Employment Agreements

     49  

Separation and Related Arrangements

     51  

Limitation of Directors’ Liability and Indemnification Matters

     56  
Certain Beneficial Owners of Charter Class A Common Stock      57  
Certain Relationships and Related Transactions      61  
Proposal No. 2: Increase the Number of Shares in 2019 Stock Incentive Plan      63  
Proposal No. 3: Amend the Company’s Amended and Restated Certificate of Incorporation      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  
Proposal No. 6: Stockholder Proposal Regarding Political Expenditures Report      76  
Pay Versus Performance      78  
CEO Pay Ratio      85  
Code of Ethics      86  
Delinquent Section 16(a) Reports      86  
Stockholder Proposals for 2025 Annual Meeting      86  
Other Matters      86  
Appendix A: Non-GAAP Financial Measures      88  
Appendix B: Second Amendment to 2019 Stock Incentive Plan      89  
 


Charter Communications, Inc.

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on April 23, 2024. The 2024 notice and proxy statement and the 2023 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 14, 2024.

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 increase the number of shares in the Company’s 2019 Stock Incentive Plan;

 

   

Proposal 3: To amend the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;

 

   

Proposal 4: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024;

 

   

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

 

   

Proposal 6: To vote on a stockholder proposal regarding political expenditures report; and

 

   

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 of the amendment increasing the number of shares in the Company’s 2019 Stock Incentive Plan;

 

   

FOR the approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;

 

   

FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024; and

 

   

AGAINST each of the stockholder proposals.

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, twelve of whom are currently serving on our Board of Directors and one new director-nominee, Carolyn J. Slaski. The thirteen directors who have been nominated by the Board of Directors and agreed to serve as directors are Mses. Goodman and Slaski and Messrs. Conn, Maffei, Markley, Merritt, Meyer, Miron, Newhouse, Nair, Ramos, Winfrey and Zinterhofer.

 

Charter Communications  | 1 |  2024 Proxy Statement


Who can vote at the annual meeting?

As of the close of business on February 23, 2024 (the “Record Date”), a total of 161,279,328 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 144,386,152 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 16,893,176 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 through 4 and “AGAINST” the stockholder proposals.

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 applicable regulatory requirements. 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 through 3 and 5 and 6. 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 |  2024 Proxy Statement


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.

With respect to each of proposals 1, 2 and 4 through 6, 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 proposals 1, 2 and 4 through 6. With respect to proposal 3, broker non-votes and abstentions will have the same effect as a vote “against” in determining whether the affirmative vote constitutes a majority of the outstanding shares of Class A common stock entitled to vote at the annual meeting.

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, 2 and 4 through 6. 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.

The affirmative vote of the holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon is required for approval of proposal 3. Accordingly, assuming a quorum is present, abstentions, broker non-votes and a stockholder’s other failure to vote will have the same effect as a vote “against” on the outcome of proposal 3.

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 through 6 you can vote “FOR” a proposal or “AGAINST” a proposal, 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 through 4, and “AGAINST” the stockholder proposals 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 22, 2024. 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.

 

Charter Communications  | 3 |  2024 Proxy Statement


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 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 2024 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 Securities and Exchange Commission (“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 |  2024 Proxy Statement


Proposal No. 1: Election of Directors

(Item 1 on Proxy Card)

The size of our Board of Directors is thirteen, and we have twelve members standing as nominees for election as well as one new director-nominee, Carolyn J. Slaski. 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, and that twelve of our thirteen director nominees 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.

Mr. Rutledge retired from the role of Executive Chairman of the Company and the Board of Directors (“Executive Chairman”) effective November 30, 2023, but continues to serve as a director emeritus. Mr. Winfrey was appointed to the Board of Directors effective November 30, 2023 to fill the vacancy resulting from Mr. Rutledge’s retirement. The Board also appointed Eric L. Zinterhofer as Non-Executive Chairman of the Board effective November 30, 2023 upon the retirement of Mr. Rutledge as Executive Chairman. Craig Jacobson will not stand for reelection to the Board and his term of office will expire as of the end of the annual meeting. To fill the vacancy caused by Mr. Jacobson’s departure, Carolyn J. Slaski has been nominated by the Board of Directors, based on the recommendation of the Nominating and Corporate Governance Committee, for election to the Board of Directors at the upcoming annual meeting. Ms. Slaski was identified by a third party recruiting firm that the Nominating and Corporate Governance Committee engaged to assist in developing its pipeline of potential diverse director candidates.

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 and the director nominees named in this proxy statement, 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 except new director-nominee Carolyn J. Slaski.

 

Directors

   Position(s)

Eric L. Zinterhofer

   Non-Executive Chairman

W. Lance Conn

   Director

Kim C. Goodman

   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

Carolyn J. Slaski

   Director

Christopher L. Winfrey

   Director

 

Charter Communications  | 5 |  2024 Proxy Statement


Director Nominees

 

Eric L. Zinterhofer

Non-Executive Chairman   Age: 52   Director Since: 2009

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

 

Biographical Information:

 

Mr. Zinterhofer serves as Non-Executive Chairman of Charter’s board of directors and was previously the Lead Independent Director of the board from May 2016 to November 2023, and served as the Non-Executive Chairman of the board from November 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., Ziply Fiber LLC, and Liberty Latin America Ltd. Mr. Zinterhofer previously served as a director of Hemisphere Media Group until 2022, TouchTunes Interactive until 2022, Global Eagle Entertainment until 2020, Roots Corporation until 2020, Liberty Cablevision of Puerto Rico until 2018, General Communication Inc. until 2018, 160 Over Ninety LLC until 2018, Hunter Boot Limited until 2015, Integra Telecom, Inc. until 2015, and Central European Media Enterprises Ltd. until 2013. 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.

 

 

W. Lance Conn

Independent Director   Age: 55   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 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.

 

 

Charter Communications  | 6 |  2024 Proxy Statement


Kim C. Goodman

Independent Director   Age: 58   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.

 

 

Gregory B. Maffei

Independent Director   Age: 63   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 Atlanta Braves Holdings, Inc. since July 2023 and as President and Chief Executive Officer since December 2022. 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  | 7 |  2024 Proxy Statement


John D. Markley, Jr.

Independent Director   Age: 58   Director Since: 2009

Committees: Nominating and Corporate 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: 69   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  | 8 |  2024 Proxy Statement


James E. Meyer

Independent Director   Age: 69   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: 57   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 award-winning journalism, content and entertainment in a variety of media formats, including print, digital and video, for global audiences; Advance Local, which operates America’s leading local media groups news and information companies in more than 20 cities 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 operator of mass participation sports platform; in the world; American City Business Journals, the largest publisher producer 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 approximately 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  | 9 |  2024 Proxy Statement


Balan Nair

Independent Director   Age: 57   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: 64   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 award-winning journalism, content and entertainment in a variety of media formats, including print, digital and video, for global audiences; Advance Local, which operates America’s leading local media groups news and information companies in more than 20 cities 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 operator of mass participation sports platform; in the world; American City Business Journals, the largest publisher producer 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 approximately 13% interest in Charter and is among the largest shareholders in Warner Bros. Discovery, Inc. 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  | 10 |  2024 Proxy Statement


Mauricio Ramos

Independent Director   Age: 55   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. He was appointed Interim Chairman in September 2023. 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.

 

Carolyn J. Slaski

Independent Director-Nominee   Age: 61   Director Since: N/A

Committees: None

 

Biographical Information:

 

Ms. Slaski served as the Americas and US Vice-Chair of Talent of EY LLP from 2015 to 2021. Previously, Ms. Slaski was a Senior Audit Partner from 1984-2021 and, during that time, also served as the East Region Assurance Managing Partner from 2013 to 2015, New Jersey Office Managing Partner and Market Segment Leader from 2010-2013 and European Client Service Partner and Capital Markets Leader from 2002 to 2005. Ms. Slaski serves on the board of TELUS International where she sits on the Audit and HR committees. Ms Slaski holds a Bachelor of Arts in Economics (Honors) from Rutgers University, a Certified Public Accountant certification and has completed EY’s Strategic Leadership Program by Harvard University.

 

Skills and Qualifications:

Ms. Slaski’s qualifications to sit on Charter’s Board include her many years of experience as an audit and lead partner with a major accounting firm. As an experienced director and audit committee member with extensive accounting, financial reporting and audit committee experience, Ms. Slaski will bring a strong background in strategic leadership, risk management, information technology and information management to our Board.

 

 

Charter Communications  | 11 |  2024 Proxy Statement


Christopher L. Winfrey

Director   Age: 48   Director Since: 2023

Committees: None

 

Mr. Winfrey was named President and Chief Executive Officer of Charter Communications in December 2022 and appointed to the Board of Directors in November 2023. 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 more than 25 years in the cable industry, and in 2015 received The Internet & Television Association’s (NCTA) Vanguard Award for Young Leadership. He currently serves on the Boards of the NCTA, CableLabs and National Urban League. He received a B.S. in accounting and an MBA from the University of Florida.

 

 

Skills and Qualifications:

 

Mr. Winfrey’s qualifications to sit on Charter’s Board include his many years of experience as an executive in the telecommunications industry, including as our President and Chief Executive Officer since December 2022. Mr. Winfrey 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.

 

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 2023, which twelve directors attended. Members of the Board of Directors are encouraged to attend the annual meeting each year. In 2023, the full Board of Directors held fourteen meetings and acted two 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 2023.

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 Corporate Governance and Finance Committees each have a charter that is available on the “Investors” 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 2023, 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 2023 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 five times and acted two times by unanimous written consent in 2023.

The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company. During 2023, 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 2023. All members of the

 

Charter Communications  | 12 |  2024 Proxy Statement


Compensation and Benefits Committee were determined by the Board of Directors in 2023 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 and acted three times by unanimous written consent in 2023.

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, overseeing environmental, social and governance matters, reviewing public policy priorities and political engagement strategy and overseeing lobbying activities. 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 2023, 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 2023 to be independent in accordance with the listing standards of NASDAQ. The Nominating and Corporate Governance Committee met four times in 2023.

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 2023, Messrs. Conn, Maffei, Merritt, Newhouse and Zinterhofer served on the Finance Committee. The Finance Committee met one time and acted four times by unanimous written consent in 2023.

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 2023 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, and a majority of the thirteen director nominees 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 have also determined that director-nominee Ms. Slaski is independent 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. Winfrey is President and Chief Executive Officer of the Company 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.

 

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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 and the new director nominee have significant financial, accounting or other risk management expertise;

 

   

Two directors have significant technology and product development experience; and

 

   

Eleven directors and the new director nominee 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, as well as a female candidate nominated for election at the 2024 annual stockholders’ meeting. In 2023, the Nominating and Corporate Governance Committee engaged a third party recruiting firm to further develop its pipeline of potential female director candidates, which resulted in the nomination of Ms. Slaski for election to the Board at the 2024 annual stockholders’ meeting.

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 2025 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. In November 2023, Mr. Rutledge retired as Executive Chairman from the Board of Directors, but continues to serve as a director emeritus. As a director emeritus, Mr. Rutledge continues to attend Board meetings, but does not have a vote on matters presented.

 

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Board Diversity Matrix

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

 

Board Diversity Matrix (as of January 30, 2024)

 

Total Number of Directors:

    13   
      Female       Male  
 

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 Latino

            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 designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. Neither A/N nor

 

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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, 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. Zinterhofer is the Non-Executive Chairman of the Board. Mr. Winfrey, President and Chief Executive Officer of the Company and a Board member, 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 Non-Executive Chairman presides over meetings of the Board of Directors and executive sessions of independent directors and provides leadership for the non-A/N and non-Liberty Broadband directors. The Non-Executive Chairman serves as a liaison between the independent directors and the President and Chief Executive Officer and has authority to call meetings of the independent directors. The Non-Executive Chairman leads the Board’s annual evaluation of the President and Chief Executive Officer’s performance. If requested, the Non-Executive Chairman is available for consultation and direct communication with major stockholders and regulators under appropriate circumstances. The Non-Executive Chairman 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 a clearly defined and significant Non-Executive Chairman 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 initiatives, which focus on the evolution of our network and products, 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 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.

 

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In addition to discussions with management, our non-management directors meet regularly in executive sessions that are chaired by our Non-Executive Chairman with no members of management present. Non-management directors use these executive sessions to discuss matters of concern, as well as evaluations of the President and Chief Executive Officer 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, as well as overseeing the Company’s public policy priorities, political engagement strategy and lobbying activities. The Government Affairs team manages the Company’s lobbying activities and reports directly to the President and Chief Executive Officer, with oversight from the Nominating and Corporate Governance Committee. While the Nominating and Corporate Governance Committee provides oversight, our Government Affairs Team is responsible for the activities, positions and daily decision-making consistent with this oversight. The Board has delegated authority and responsibility for state and local campaign contributions to the President and Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. Procedurally, corporate political spending plans and decisions are reviewed and approved by the President and Chief Executive Officer. The Nominating and Corporate Governance Committee receives an annual report from the Government Affairs team on the Company’s political engagement strategy, including lobbying activities and expenditures made during the past year and the framework for the coming year. The Board of Directors receives quarterly updates on regulatory activities and policy priorities and regular updates on significant policy issues facing the Company.

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 2023, 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 75% of the shares of our outstanding stock. We also engaged with stockholders who contacted us requesting engagement and have engaged with each of the stockholders who have submitted a proposal for consideration at the 2024 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/

 

Charter Communications  | 17 |  2024 Proxy Statement


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, as well as a female candidate nominated for election at the 2024 annual stockholders’ meeting. In 2023, the Nominating and Corporate Governance Committee engaged a third party recruiting firm to further develop its pipeline of potential female director candidates, which resulted in the nomination of Ms. Slaski for election to the Board at the 2024 annual stockholders’ meeting.

The business case for significant gender representation on the Board of Directors driven by the adoption of a board diversity policy was raised by four stockholders (British Columbia Investment Management Corporation, Brunel Pension Partnership, Nest Corporation, and UBS Asset Management) in a proposal originally submitted for consideration at the 2024 annual stockholders’ meeting. We engaged with the stockholders who submitted the proposal, and during the engagement, the Company announced that the Board nominated Carolyn J. Slaski for election to the Board of Directors at the 2024 annual stockholders’ meeting to fill the vacancy created by Craig Jacobson’s decision not to stand for re-election. The Company also reaffirmed to these stockholders its ongoing commitment to ensure gender and other forms of diversity are considered in its director recruitment efforts as detailed in its Corporate Governance Guidelines and described elsewhere in this proxy statement. In exchange, each stockholder proposal proponent agreed to withdraw its proposal. This demonstrates the importance of achieving mutually beneficial outcomes through stockholder engagement efforts. We take seriously the views of our stockholders and take into consideration all the various input we receive, and we intend to continue our stockholder engagement efforts in 2024.

Lobbying Activities and Political Spend. 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 proposals. During our engagement discussions, some stockholders indicated they would appreciate increased disclosure describing the Company’s management and oversight of lobbying and political spend activities. In this regard, we reviewed our practices against the CPA-Zicklin Index of Corporate Political Disclosure and Accountability and as a result, adopted a Political Activities Policy Statement and amended our Nominating and Corporate Governance Committee Charter to provide the Committee with oversight of our lobbying and political contribution activity. The Nominating and Corporate Governance Committee receives an annual report from the Government Affairs team on the Company’s political engagement strategy, including lobbying activities and expenditures made during the past year and the framework for the coming year, and the Board receives quarterly updates on regulatory activities and policy priorities and regular updates on significant policy issues facing the Company. The Company maintains a public policy website that sets out the Company’s views as to regulatory and other policy issues around our business, including the Political Activities Policy Statement. 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 three 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. We received a similar proposal with respect to political spending. Our position on the lobbying activities and political spend proposals are set forth in greater detail under the description of the proposals 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.

 

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Frequency of a Vote on Executive Compensation. At the 2023 annual stockholders’ meeting, stockholders were presented with an advisory, nonbinding proposal on whether advisory, nonbinding votes on the Company’s executive compensation should be held every one, two or three years. The Company recommended and the stockholders’ voted in favor of a triennial vote. The Board of Directors approved a triennial vote on executive compensation and referred the frequency of holding an advisory vote on executive compensation to the Nominating and Corporate Governance Committee of the Board of Directors for further assessment and subsequent recommendation to the Board of Directors for further consideration. The Committee solicited input from management and key stakeholders on the topic and considered peer data. After consideration, the Committee concluded and recommended to the Board that the Company continue to hold a triennial vote.

EEO-1 Disclosure and Diversity, Equity and Inclusion Reporting. Two stockholder proposals were submitted for consideration at the 2023 annual stockholders’ meeting regarding EEO-1 disclosure and diversity, equity and inclusion reporting. 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 withdrew 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 2024.

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.

2023 Director Compensation

The non-employee director compensation package for 2023 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 Non-Executive Chairman, 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. Winfrey, Charter’s President and Chief Executive Officer, is the only current director who was also an employee during 2023.

 

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The following table sets forth information regarding the compensation paid or issued to those non-employee members of the Board of Directors listed below, as well as to Mr. Rutledge as a non-employee Director Emeritus, for services rendered for the fiscal year ended December 31, 2023.

 

Name

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

W. Lance Conn

     190,000        199,935        389,935  

Kim C. Goodman

     30,000        319,830        349,830  

Craig Jacobson

     20,000        319,830        339,830  

Gregory B. Maffei

     45,000        319,830        364,830  

John D. Markley, Jr.

     190,000        199,935        389,935  

David Merritt

     200,000        199,935        399,935  

James E. Meyer

     140,000        199,935        339,935  

Steven A. Miron

     25,000        319,830        344,830  

Balan Nair

            319,830        319,830  

Michael A. Newhouse

     160,000        199,935        359,935  

Mauricio Ramos

     25,000        319,830        344,830  

Thomas M. Rutledge (Director Emeritus)

            127,985        127,985  

Eric Zinterhofer

     65,000        469,700        534,700  

 

(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 2023 and she received payments for her service as a member of the Audit Committee. Mr. Jacobson elected to receive his annual retainer in equity for 2023 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 2023 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 2023 and he received payments for his service on the Compensation and Benefits Committee. Mr. Nair elected to receive his annual retainer in equity for 2023 and did not serve on any committees during 2023. 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 2023 and he received payments for his service on the Compensation and Benefits Committee. Mr. Rutledge elected to receive his annual director emeritus retainer in equity for the period from November 30, 2023 to December 31, 2023 and did not serve on any committees during 2023. Mr. Zinterhofer elected to receive his annual retainer in equity for 2023 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 24, 2023 and vest one year after the date of grant on April 24, 2024 or, for Mr. Jacobson, which vests on the date of the 2024 annual stockholders’ meeting, April 23, 2024. For Mr. Rutledge only, this amount represents the prorated grant date fair value of the restricted stock grant to Mr. Rutledge on November 30, 2023 which will vest on April 24, 2024. Amounts include the annual equity retainer granted to all directors with a grant date fair value of $199,935 (and $349,804 for Mr. Zinterhofer as the Non-Executive Chairman), except for Mr. Rutledge whose annual director emeritus equity retainer grant had a grant date fair value of $79,891. 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 $119,895. For Mr. Rutledge, the amount also includes the prorated annual director emeritus retainer that he elected to receive in the form of equity and which had a grant date fair value of $48,094. The grant date fair value amount was calculated in accordance with accounting guidance related to share-based payment transactions. For more information, see “Tax and Accounting” under Compensation Discussion and Analysis.

 

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Executive Officers

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

 

Executive Officers

   Position

Christopher L. Winfrey

   President and Chief Executive Officer

Richard J. DiGeronimo

   President, Product and Technology

Jessica M. Fischer

   Chief Financial Officer

Jamal H. Haughton

   Executive Vice President, General Counsel and Corporate Secretary

Kevin D. Howard

   Executive Vice President, Chief Accounting Officer and Controller

R. Adam Ray

   Executive Vice President, Chief Commercial Officer

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

 

 

Richard J. DiGeronimo

President, Product and Technology    Age: 46

 

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, 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.

 

 

Jessica M. Fischer

Chief Financial Officer    Age: 38

 

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, Business Intelligence 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.

 

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Jamal H. Haughton

Executive Vice President, General Counsel and Corporate Secretary    Age: 49

 

Mr. Haughton joined Charter as Executive Vice President, General Counsel and Corporate Secretary in 2023. Mr. Haughton serves as Charter’s chief legal officer and oversees all legal functions across a broad range of disciplines including corporate, commercial, transactional, litigation, product, and programming, as well as regulatory legal matters. Mr. Haughton joined Charter from Madison Square Garden Entertainment Corp. (MSG Entertainment), where he served as the Company’s Executive Vice President, General Counsel and Corporate Secretary, working closely with executive leadership to support MSG Entertainment’s long-term direction and growth. Prior to MSG Entertainment, Mr. Haughton served as Senior Vice President and General Counsel at Samsung Electronics America, Inc. He served as Samsung’s chief legal officer for the U.S. and was responsible for providing counsel to the CEO and senior leadership on all legal matters affecting Samsung and its subsidiaries. Mr. Haughton spent 10 years at Cablevision Systems Corporation in roles of increasing responsibility. In his last role at Cablevision as Senior Vice President, Associate General Counsel and Assistant Secretary, Mr. Haughton provided ongoing legal counsel to the Board of Directors and senior executive management on corporate governance, public company reporting, corporate finance and major strategic company-wide corporate transactions, including Cablevision’s sale to Altice USA in 2016. Mr. Haughton began his legal career in the New York office of Cravath, Swaine & Moore LLP, where he spent seven years in the firm’s Corporate Practice where he specialized in domestic and cross-border mergers and acquisitions, corporate finance, and securities law matters. Mr. Haughton has been recognized with several industry honors including Chambers’ “Global Top 100 GC Influencers” (2019). Mr. Haughton received his J.D. from Yale Law School and his B.A. from the University of Michigan.

 

 

Kevin D. Howard

Executive Vice President, Chief Accounting Officer and Controller    Age: 54

 

 

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, business continuity 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.

 

 

R. Adam Ray

Executive Vice President, Chief Commercial Officer    Age: 48

 

 

Mr. Ray is Executive Vice President, Chief Commercial Officer at Charter. He oversees all residential and SMB marketing and sales activity for Charter, including inbound and outbound telesales, retention, direct and digital sales channels. He is also responsible for Cable Operations Business Planning, Spectrum stores and retail partners, sales analytics and Spectrum Community Solutions, which provides residential TV, Spectrum Internet® and voice services to apartments, condos, and gated single-family community developments. Mr. Ray joined Charter in 2005 and has held several leadership positions, most recently as EVP, Spectrum Community Solutions. Prior to that he served as Regional Vice President of Field Operations for the Florida Region. He also served as Group Vice President, Residential Direct Sales, and earlier in his career at Charter he served as Senior Director, Sales Operations in Los Angeles. He received a B.A. from Maryville College, a master’s degree from Austin Peay State University, and an MBA from the University of Tennessee-Knoxville. In addition, he is a graduate of the Cable Executive Management program at Harvard Business School.

 

Charter Communications  | 22 |  2024 Proxy Statement


Compensation Committee Interlocks

and Insider Participation

During 2023, the Compensation and Benefits Committee consisted of Messrs. Conn, Maffei, Miron, Ramos and Zinterhofer, none of which was an officer or employee of Charter or any of its subsidiaries. See “Certain Relationships and Related Transactions” below for information on related party transactions.

During 2023: (1) none of Charter’s executive officers served on the compensation committee of any other company that has an executive officer currently serving on Charter’s Board of Directors or Compensation and Benefits Committee; and (2) none of Charter’s executive officers served as a director of another entity in circumstances where an executive officer of that entity served on the Compensation and Benefits Committee of Charter’s Board of Directors.

Report of the Compensation and Benefits Committee

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

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

W. LANCE CONN, Chairman

GREGORY B. MAFFEI

STEVEN A. MIRON

MAURICIO RAMOS

ERIC L. ZINTERHOFER

 

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes important elements of our executive compensation program and compensation decisions for our named executive officers (“NEOs”) in fiscal year 2023. 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 2023 Named Executive Officers

 

   

Christopher L. Winfrey, President and Chief Executive Officer

 

   

Richard J. DiGeronimo, President, Product & Technology

 

   

Jessica M. Fischer, Chief Financial Officer

 

   

Kevin D. Howard, EVP, Chief Accounting Officer & Controller

 

   

R. Adam Ray, EVP, Chief Commercial Officer

 

   

Thomas M. Rutledge, Board Member Emeritus (previously served as Executive Chairman until his retirement effective November 30, 2023)

Executive Summary

Fiscal 2023 Operational and Financial Highlights

In 2023, Charter achieved a number of important successes with respect to its multi-year network evolution and expansion initiatives. First, we added 295,000 new subsidized rural passings, with a penetration rate of nearly 50% (after 12 months) that continues to grow. Second, we continued to enhance our network to deliver multi-gig speeds across our entire footprint, with work on track to be completed by the end of 2026 at a low cost of approximately $100 per passing. Finally, we further advanced the development and convergence of our product offerings, including:

 

   

Continued strong performance of the high-value Spectrum One bundle of internet and mobile products; and

 

   

The launch of our industry-leading Xumo platform that allows customers across our entire footprint to access linear and direct-to-consumer content within an easy-to-use interface.

These accomplishments position Charter well for future growth through the delivery of high-quality connectivity and video products to consumers and, for the fiscal year ended December 31, 2023, translated into the following operational and financial performance milestones:

 

   

Mobile lines grew by 2.5 million, Internet customers by 155,000; 13% of Internet customers now have Spectrum Mobile

 

   

Revenue grew by 1.1% to $54.6 billion

 

   

Adjusted EBITDA grew by 1.3% to $21.9 billion(1)

 

   

Generated free cash flow of $3.5 billion(1)

 

   

Charter also purchased approximately 9.0 million shares of Charter Class A common stock and Charter Holdings common units for approximately $3.6 billion in 2023 at an average price per share of $396.65.

 

(1)

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

 

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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 2023 (the Secondary Peer Group is not included on the graph). See “Compensation Peer Groups” section below for further details on Charter’s Primary and Secondary Peer Groups.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

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

and a Peer Group

 

LOGO

Talent Planning

Each year, the Committee works closely with the CEO, management and the Committee’s consultants in talent planning and managing executive transitions for the Company’s executive officers. The work conducted includes promoting or hiring executives in connection with the expansion and transition of responsibilities, conducting talent development processes to support such activity, and crafting the proper compensation packages and incentives. The Committee believes this process has been effective at progressing Charter’s highly experienced management team and maintaining the focus to deliver on Charter’s strategies for growth and value creation. Following significant talent activity in 2022, including the transition of the CEO role from Mr. Rutledge to Mr. Winfrey and the promotion of Mr. DiGeronimo to President, Product & Technology, there were no promotions or role changes among the Named Executive Officers in 2023, with the exception of Mr. Rutledge’s retirement effective November 30, 2023 as previously planned and pursuant to his employment agreement and his appointment as Board Member Emeritus effective November 30, 2023.

Compensation Structure & Pay for Performance Alignment

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

 

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The following table summarizes the performance-focused elements of Charter’s incentive designs in 2023 and the resulting alignment between compensation realized by our NEOs and results achieved by the Company.

Summary of 2023 Performance-Oriented Incentive Program Designs

 

 

Annual Incentive Plan

 

   

Annual cash incentive with target opportunities based on a percentage of base salary and representing a meaningful portion of the overall cash compensation mix — all NEOs participated in the annual incentive plan with target bonus opportunities ranging from 85% to 250% of base salary, tying a substantial portion of cash compensation to the achievement of financial results and strategic business objectives.

 

   

Threshold bonus payout level set at 60% of target and maximum bonus payout level set at 150% of target payout range balances downside and upside earnings potential to create a strong incentive for the achievement of sustainable financial and operational performance, delivered through the execution of Charter’s growth-oriented strategy.

 

   

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. For all NEOs, the metrics were total revenue (excluding mobile device related revenue) weighted at 20%, total Adjusted EBITDA weighted at 60%, and Strategic Objectives weighted at 20%. For 2023, Strategic Objectives related to the execution of Charter’s network evolution and expansion initiatives and the effective management of capital and free cash flow.

 

   

Challenging, meaningful performance objectives — performance levels are set to align with budget and drive strong revenue and Adjusted EBITDA results.

 

 

Annual Long-Term Incentive Plan

 

   

Annual equity grants with target opportunities set as a fixed dollar value and representing the majority of the total annual compensation package — all NEOs participated in the annual long-term incentive plan, which generally awards annual equity grants to participants in January of each year, with a target award value representing between 59% to 76% of total compensation and delivered in a mix of stock options and RSUs.

 

   

Award mix that emphasizes stock price appreciation — grants generally delivered in a mix of 90% stock options and 10% RSUs. 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. Winfrey serving as President and CEO and Mr. Rutledge serving as Executive Chairman until his retirement).

 

   

Grants with multi-year time-based vesting period — grants 100% vest on the third anniversary of the grant date (3-year cliff vesting), ensuring that performance achievement and value delivered under the program are tied to a long-term time horizon.

 

 

5-Year Performance-Based Equity Program (the “2023 Performance Equity Program”)

 

   

Special equity program providing multiple years of long-term incentive value in a single grant, aligning with multi-year strategic business initiatives — all NEOs except for Mr. Rutledge participated in the 2023 Performance Equity Program, with awards made to program participants in February. Under the program, each participant received a target award value equal to 5x their annual long-term incentive guideline, less value already delivered through the annual long-term incentive plan in January. By combining equity award value that would ordinarily be granted in future years into a single grant with vesting tied to continued service and stock price achievement, the 2023 Performance Equity Program creates additional incentive for participants to drive sustained stock price growth. 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 provide converged gigabit connectivity across Charter’s entire footprint – the successful execution of which are key drivers of stock price growth. The 2023 Performance Equity Program is comparable in design to the program Charter adopted in 2016, which was also intended to incentivize management through a multi-year, transformational period, specifically the integration of multiple businesses following the Transactions completed in that year.

 

   

Option-heavy award mix that mirrors the annual long-term incentive plan and emphasizes stock price appreciation — all participants received grants such that, of the total number of options and units granted, 90% of such total was stock options and 10% was RSUs. This is comparable to the mix for the annual long-term incentive plan (which uses a

 

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mix of 90% stock options and 10% RSUs, based on the allocation of value between the different vehicles versus the overall number of options and units granted) and ties the substantial majority of value realized to stock price appreciation.

 

   

Time-based vesting period of 3 to 5 years, longer than the 3-year cliff vesting schedule used in the annual long-term incentive plan and aligning with the 5-year period over which the program is intended to deliver value — grants are subject to time-based vesting criteria with equal components of the award becoming eligible to vest (subject to additional performance criteria) on each of the third, fourth and fifth anniversaries of the grant date. This vesting structure provides a longer time horizon over which awards are earned relative to the annual long-term incentive plan, consistent with the multiple years of award value delivered under the program.

 

   

Performance-based vesting criteria that tie vesting to the achievement of targeted levels of stock price appreciation — in addition to time-based vesting criteria, awards under the 2023 Performance Equity Program require the achievement of significant increases to Charter’s stock price in order to vest, with each tranche of stock options and RSUs having an associated stock price hurdle that must be achieved in order for that tranche to vest. There are a total of six price hurdles ranging from $507 to $1,000 and representing between 28% to 152% stock price growth relative to the February 10, 2023 closing stock price of $396.94 (the reference point used by the Committee and the Board when approving performance objectives for the program). These levels of price appreciation correspond to 5-year compound annual growth rates between 5% and 20%, and if a price hurdle is not achieved by the sixth anniversary of the grant date then the associated stock options and RSUs will be forfeited. The specific time and performance-vesting requirements of stock options and RSUs under the 2023 Performance Equity Program, along with other relevant terms and conditions of these awards, are described further in the Long-Term Incentives section of this CD&A.

 

   

No accelerated vesting upon any involuntary termination or voluntary resignation occurring outside of a change in control — accelerated vesting is only provided in circumstances where the associated price hurdle has been achieved and either (i) the termination is due to death or disability, or (ii) an involuntary termination without cause or voluntary resignation for good reason in connection with a change in control. This treatment is an important shareholder protection mechanism and ensures that participants only recognize value from the program in connection with the achievement of stock price appreciation over a multi-year time horizon.

 

 

Long-Term Incentive Program Aligns Pay and Performance

Since the completion of the Transactions, Charter has had the same general approach to incentive design. Specifically, 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. These long-term awards have either been delivered through annual grants of time-vested awards or as part of special, multi-year performance-based equity programs. In each case, awards utilize an option-heavy mix, and the multi-year programs further incentivize price appreciation by granting multiple years of value up-front and tying such value to additional stock price hurdle vesting requirements. Over time, Charter’s consistent approach to long-term incentive design has created a strong linkage between compensation realized by NEOs and sustained stock price growth over the long-term. From the time of the Transactions, Charter’s stock price performance can be summarized as follows:

 

   

Over an approximately 5-year period, Charter achieved significant stock price growth, 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 (the closing stock price on September 2, 2021).

 

   

Over the following year, driven by an overall reduction in equity market valuations (in part due to an inflationary macroeconomic environment and rising interest rates) and a slowdown in growth resulting largely from the post-pandemic reduction in move volume and increased competition, the stock price declined by 63% to a low of $303.35 (the closing stock price on September 30, 2022).

 

   

Charter’s stock price subsequently moved higher as Charter remained focused on the execution of multi-year network evolution and expansion initiatives that are critical drivers of future value, increasing by 28% to $388.68 (the closing stock price on December 29, 2023).

Over this same time period, the consistent application of Charter’s long-term incentive design philosophy has resulted in both a significant degree of performance accountability as well as a balanced forward-looking incentive profile for our NEOs. Of currently outstanding, unvested NEO equity awards:

 

   

The 2021 and 2022 annual stock option grants (vesting in 2024 and 2025) are underwater with grant prices of $625.55 and $588.825 and require price appreciation of 61% and 51% (from Charter’s December 29, 2023 closing

 

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stock price), respectively, to be at-the-money. These stock options, which represented at least 90% of the long-term incentive mix in each year, demonstrate how the long-term incentive plan creates accountability for sustained stock price growth, with future shareholder returns needing to meet and exceed previously achieved levels in order for NEOs to realize value from these historical awards.

 

   

The 2023 annual stock option awards (vesting in 2026) have a grant price of $387.375, approximately equal to the December 29, 2023 closing stock price. These stock options therefore provide NEOs with an incentive to drive stock price growth from current levels, in particular relative to the 2021 and 2022 awards which will not generate value until Charter’s stock price has grown substantially above current levels.

 

   

Stock options granted under the 2023 Performance-Based Equity Program (eligible to vest over 2026 – 2029) have a grant price of $380.53 and have vesting tied to the achievement of price hurdles ranging from $507 to $1,000. These stock options provide significant earnings opportunity for price appreciation from current levels, but such value can only be realized upon the achievement of specific price appreciation objectives between 3 to 5 years after the grant date.

Charter believes that the above stock price performance and long-term incentive outcomes demonstrate the desired alignment between NEO compensation opportunities and long-term shareholder value creation. This alignment is further illustrated in the Pay Versus Performance disclosure on page 79 of this proxy statement.

Mix of Pay

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 in 2023 to the CEO, other NEOs, and the Executive Chairman, based on the values disclosed in the Summary Compensation Table, was as follows:

 

 

LOGO

 

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Were awards under the 2023 Performance Equity Program to be annualized over 5-years (i.e., through the last vesting date), the mix was as follows for the CEO and Other NEOs (excluding Mr. Rutledge who did not participate in the program):

 

 

 

LOGO

Compensation Actions in 2023

The Committee established 2023 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 2023 fiscal year. The actions undertaken by the Committee for 2023 included the following:

 

1.

Amended the employment agreements for Messrs. Winfrey and DiGeronimo effective February 22, 2023 in connection with equity awards made under the 2023 Performance Equity Program on the same date.

The amendments to the employment agreements for Messrs. Winfrey and DiGeronimo removed references to future annual equity grants and excluded grants made under the 2023 Performance Equity Program from the section that related to the treatment of certain equity incentive awards upon termination. Specifically, the amendments clarified that 2023 Performance Equity Program grants are not subject to comparable treatment upon termination as other awards made pursuant to the original employment agreements. Such awards are generally subject to full vesting upon death or disability and accelerated pro rata vesting for a termination without cause or resignation for good reason and, for Mr. Winfrey, continued vesting for a termination due to non-renewal following the expiration of the term of his employment agreement. Per the terms of the respective grant agreements, the 2023 Performance Equity Program awards are only eligible for accelerated vesting upon death or disability or upon a termination without cause or resignation for good reason in connection with a change in control, and in each case only to the extent that the associated price hurdles have been satisfied as of such date. For Mr. Winfrey, upon a termination in connection with the non-renewal of his employment agreement, the 2023 Performance Equity Program awards also remain subject to continued vesting for an additional two years following such termination, but contingent upon the time-based and performance vesting criteria being achieved during that period.

 

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2.

Entered into a new employment agreement with Ms. Fischer in connection with her continued service as Chief Financial Officer.

In December 2022, the Committee approved entering into a new employment agreement with Ms. Fischer, increasing her long-term incentive opportunity from $3.5 million to $5.5 million effective with the annual equity grant on January 17, 2023 and increasing her base salary to $800,000 as of the February 5, 2023 effective date of the new employment agreement. Ms. Fischer’s annual bonus opportunity remained at 150% of base salary. The agreement has an initial term through February 5, 2025, and Ms. Fischer’s resulting annual compensation package is as follows:

 

Pay Element

   Prior    New

Base Salary

   $700,000    $800,000*

Annual Incentive

   150% of base salary    150% of base salary

Long-Term Incentive

   $3.5 million    $5.5 million**

 

  *

Effective as of the February 5, 2023 effective date of the new employment agreement.

  **

Effective for the annual equity grant on January 17, 2023.

 

3.

Established the 2023 annual incentive plan.

Under Charter’s 2023 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 

(All NEOs)

 

Threshold / Maximum

Performance

(% of Target)

Revenue

   20.0%   98.0% / 101.0%

Adjusted EBITDA

   60.0%   96.5% /  102.0%

Strategic Objectives

   20.0%   N/A

Strategic objectives related to Capital and Free Cash Flow Management and the execution of Network Evolution and Network Expansion Initiatives for all NEOs.

 

4.

Granted annual equity awards to Messrs. Winfrey, DiGeronimo, Howard, Ray and Rutledge and Ms. Fischer on January 17, 2023.

All NEOs received grants under Charter’s annual equity program on January 17, 2023 based on their long-term incentive opportunities then in effect. Messrs. Winfrey, DiGeronimo, and Rutledge’s long-term incentive opportunities were as set forth in their employment agreements dated September 20, 2022. The individual grant values and equity mixes were as follows:

 

Executive

  

Annual LTI Grant

Guideline

   Equity Mix

Christopher L. Winfrey

   $17.0 million   

100% stock options

Richard J. DiGeronimo

   $10.0 million   

90% stock options / 10% RSUs

Jessica M. Fischer

   $5.5 million   

90% stock options / 10% RSUs

Kevin D. Howard

   $1.5 million   

90% stock options / 10% RSUs

R. Adam Ray

   $3.0 million   

90% stock options / 10% RSUs

Thomas M. Rutledge

   $15.0 million   

100% stock options

 

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5.

Granted equity awards under the 2023 Performance Equity Program to Messrs. Winfrey, DiGeronimo, Howard, Ray and Ms. Fischer on February 22, 2023.

Except for Mr. Rutledge, all NEOs participated in and received grants under Charter’s 5-year performance-based equity program on February 22, 2023. The value granted to each NEO was equal to 5x their annual LTI grant guideline less the value granted under the annual equity program on January 17, 2023. The individual grant values under the program were as follows:

 

Executive

  

Annual LTI Grant

Guideline

     5-Year LTI Value      Net Value Granted under
2023 Performance Equity
Program

Christopher L. Winfrey

     $17.0 million        $85.0 million      $68.0 million

Richard J. DiGeronimo

     $10.0 million        $50.0 million      $40.0 million

Jessica M. Fischer

     $ 5.5 million        $27.5 million      $22.0 million

Kevin D. Howard

     $ 1.5 million        $ 7.5 million      $ 6.0 million

R. Adam Ray

     $ 3.0 million        $15.0 million      $12.0 million

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.

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

Compensation Actions in 2024

In addition to the above, in December 2023 the Committee approved a two-year renewal of Mr. Ray’s employment agreement, increasing his base salary from $625,000 to $725,000 and his target long-term incentive opportunity from $3.0 million to $3.75 million as of the January 19, 2024 effective date of the amended agreement. In connection with the increase to Mr. Ray’s long-term incentive opportunity, the Committee also approved an off-cycle equity award of $750,000, equal to the increase in his target long-term incentive opportunity, with a January 19, 2024 grant date. The award was delivered in a mix of 90% stock options and 10% RSUs, vests on the third anniversary of the grant date and provides 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, and the number of RSUs granted equals the portion of the 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).

In December 2023, the Committee also approved the Company’s annual equity program for 2024, with awards under the program granted on January 16, 2024 to all eligible employees. However, none of the NEOs received awards under the annual equity program due to their participation in the 2023 Performance Equity Program. When determining and approving equity awards to executives, the Committee has consistently authorized the annual equity awards to be effective in mid-January of each year, and the Committee has not taken into account any fluctuations in Charter’s stock price with respect to the timing of the annual awards or any other equity awards granted.

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.

 

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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, 2023, 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; and advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards, including the design of the 2023 Performance Equity Program and the amount of compensation delivered through the program. The Committee has determined that there was no conflict of interest between its compensation consultant and the Committee during the year ended December 31, 2023.

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

 

  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 value, 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 $14 billion to $216 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.

 

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In 2023, 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.    Fox Corp.    Paramount Global    Warner Bros. Discovery, Inc.
Cisco Systems, Inc.    Liberty Global Plc    The Walt Disney Company   
Comcast Corporation    Lumen Technologies, Inc.    T-Mobile US, Inc.   
DISH Network Corp.    Netflix, 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 2023, with the only base salary change in 2023 relating to Ms. Fischer, whose base salary increased from $700,000 to $800,000 as of the February 5, 2023 effective date of her new employment agreement with the Company. In setting Ms. Fischer’s new base salary, the Committee considered the factors noted above, in particular her performance and contributions since assuming the role of Chief Financial Officer in October 2021. 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, 2023
    Change from Prior Year

Christopher L. Winfrey

     $1,700,000     None

Richard J. DiGeronimo

     $1,450,000     None

Jessica M. Fischer

     $  800,000     14.3% increase from $700,000 effective February 5, 2023

Kevin D. Howard

     $  600,000     None

R. Adam Ray

     $  625,000     None

Thomas M. Rutledge

     $1,250,000   None

 

*

Mr. Rutledge retired effective November 30, 2023 after which time he no longer received a base salary.

 

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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 2023, 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 20%) and total Adjusted EBITDA (weighted 60%). The strategic objectives that applied to all NEOs under the plan were Capital and Free Cash Flow Management (weighted 10%) and the execution of Network Evolution and Expansion Initiatives (weighted 10%).

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.

Based on Charter’s 2023 performance achievement against the Annual Incentive Plan’s revenue and Adjusted EBITDA goals and strategic objectives, the Committee approved an overall incentive payout of 82.35% of the target annual incentives for the NEOs. With respect to the financial performance objectives, Charter’s 2023 revenue and Adjusted EBITDA results both fell below targeted levels under the plan. Revenue results fell slightly below threshold with actual performance representing 97.8% of target versus the plan threshold of 98.0% of target, and, in consideration of the business and economic environment in which such revenue performance was achieved, the Committee decided to pay out the revenue component of the plan at 55.62% of target (versus the 60% of target threshold payout level), extrapolating the payout below threshold on a straight-line basis in proportion to the corresponding revenue achievement relative to threshold. Adjusted EBITDA results fell between the plan’s threshold and target performance levels and the Committee approved a payout level of 75.38% of target.

In determining payout levels for the strategic objectives regarding Network Evolution and Expansion and Capital and Free Cash Flow Management, the Committee evaluated the Company’s 2023 performance achievement against these objectives, considering the following in particular:

 

   

Constructed and activated over one million total passings including rural subsidized, residential, and commercial passings.

 

   

Continued to build and staff the construction teams necessary to expand Charter’s footprint, including further development of the underground construction team established in 2022 and the creation of a new aerial construction team.

 

   

Completed the initial wave of the high split project in certain targeted markets.

 

   

In October 2023, launched the new Xumo product, which allows customers to access linear and direct-to-consumer video content in an easy-to-use interface and serves as Charter’s go-to-market platform for new video sales.

 

   

Actively managed our balance sheet and free cash flow in anticipation of rising interest rates.

 

   

Calibrated share buybacks within leverage targets to reflect higher investments in the business.

With respect to the strategic objectives that applied for all NEOs, the Committee approved payouts of 130% for the Capital and Free Cash Flow Management objective and 130% for the Network Evolution and Expansion strategic objective, resulting in an overall strategic objectives payout of 130% for NEOs. The tables below detail the annual incentive calculations for the NEOs.

 

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2023 Annual Incentive Payout

 

Metric

  

 Target 

($ million)

    

 Performance 

($ million)

    

Payout

%

    Weighting    

Weighted
Payout

%

 

Revenue

     $53,845        $52,650        55.62     20.0     11.12

Adjusted EBITDA

     $22,376        $21,894        75.38     60.0     45.23

Strategic Objectives

     Discretionary Assessment        130.00     20.0     26.00

Total

          100.0     82.35

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 revenue, and Adjusted EBITDA does not include such revenue or mobile device 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 respect to each NEO’s particular role, including changes in scope and complexity, impact on Company strategy, and degree of enterprise-wide influence. Mr. Rutledge’s 2023 target annual incentive was prorated to reflect his retirement on November 30, 2023, but 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 2023 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  

Christopher L. Winfrey

     $1,700,000        250   $ 4,250,000       82.35   $ 3,499,875  

Richard J. DiGeronimo

     $1,450,000        200   $ 2,900,000       82.35   $ 2,388,150  

Jessica M. Fischer

     $  800,000        150   $ 1,200,000       82.35   $ 988,200  

Kevin D. Howard

     $  600,000        85   $ 510,000       82.35   $ 419,985  

R. Adam Ray

     $  625,000        150   $ 937,500       82.35   $ 772,031  

Thomas M. Rutledge

     $1,250,000        300   $ 3,431,507 (1)      82.35   $ 2,825,846  

 

(1) 

Represents Mr. Rutledge’s target annual incentive amount prorated based on his base salary of $1,250,000 and target annual incentive of 300% of base salary in effect from January 1, 2023 through his retirement date of November 30, 2023.

Long-Term Incentives

Charter’s long-term incentive awards align 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, competitive pay levels observed among peer and general industry organizations, and how such designs align with overall business financial and strategic objectives. In 2023, the NEOs participated in two long-term incentive programs established by the Committee: the annual long-term incentive plan and the 2023 Performance Equity Program.

Annual Long-Term Incentive Plan

Under the annual long-term incentive plan, participants receive annual grants of equity in mid-January (the “annual grant date”), delivered in a mix of stock options and RSUs and with the particular mix determined by the participant’s level, vesting in full on the third anniversary of the grant date (i.e., 3-year cliff vesting), and having a 10-year term to exercise stock options. Each year, the Committee determines the long-term incentive opportunities for NEOs and approves annual equity grants

 

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based on that opportunity. 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 grant date). All NEOs received grants under the 2023 annual long-term incentive plan on the January 17, 2023 annual grant date, based on their approved long-term incentive opportunities. The value and mix of the long-term incentive awards for Messrs. Winfrey, DiGeronimo and Rutledge were as set forth in their employment agreements in effect at that time, with Messrs. Winfrey and Rutledge receiving their awards 100% in the form of stock options and Mr. DiGeronimo and all other NEOs receiving their awards in a mix of 90% stock options and 10% RSUs. The grant details under the annual long-term incentive plan for each NEO are as follows:

2023 Annual Long-Term Incentive Plan Award Details

 

Executive Officer   

Target Award

Value

   Equity Award Mix   

Grant /

Strike Price

    

# of Stock

Options Granted

    

# of RSUs

Granted

 
Christopher L. Winfrey    $17.0 million    100% Stock Options    $ 387.375        124,922         
Richard J. DiGeronimo    $10.0 million    90% Stock Options /10% RSUs    $ 387.375        66,135        2,581  
Jessica M. Fischer    $ 5.5 million    90% Stock Options /10% RSUs    $ 387.375        36,374        1,420  
Kevin D. Howard    $ 1.5 million    90% Stock Options /10% RSUs    $ 387.375        9,920        387  
R. Adam Ray    $ 3.0 million    90% Stock Options /10% RSUs    $ 387.375        19,841        774  
Thomas M. Rutledge    $15.0 million    100% Stock Options    $ 387.375        110,225         

For 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. There were no off-cycle equity awards granted under the annual long-term incentive plan in 2023 to any of the NEOs.

2023 Performance Equity Program

In February 2023, the Committee also approved the 2023 Performance Equity Program in consideration of Charter’s commitment to a number of multi-year transformational and industry-leading network expansion and evolution initiatives. Under the program, participants received 5x their annual long-term incentive grant value, less the value already issued in January 2023 under the annual long-term incentive plan. Awards were delivered in a mix of 90% stock options and 10% RSUs, subdivided into 18 tranches of stock options and 12 tranches of RSUs, each with a time-based vesting requirement ranging from 3 to 5 years after the grant date and performance-based vesting requirement in the form of a stock price hurdle. There are a total of six price hurdles under the program, representing between 5% to 20% compound annual stock price growth over a 5-year period, and the achievement of each price hurdle is determined based on the 60-trading day average closing stock price of Charter common stock. In order to vest, both the time and performance vesting criteria for a tranche must be satisfied, and if a tranche’s associated price hurdle is not achieved by the sixth anniversary of the grant date, that tranche is forfeited. Furthermore, no awards under the 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. All stock options granted under the 2023 Performance Equity Program have a 10-year term to exercise.

 

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The table below summarizes the vesting requirements for all grants made under the program, and both the time and performance-vesting criteria for each tranche must be satisfied in order for the associated tranche to vest.

Vesting Structure of 2023 Performance Equity Program Awards

 

Vesting Structure

  

Price Growth(3)

Approximate(1) % of Stock Options Eligible to Vest

  Approximate(1) % of RSUs Eligible to Vest  

Price Hurdle

Vesting

Requirement

  

Total

 

5-Year

CAGR

On or After 3rd

Anniversary of

the Grant Date

  

On or After 4th

Anniversary of

the Grant Date

 

On or After 5th

Anniversary of

the Grant Date

 

On or After 3rd

Anniversary of

the Grant Date

 

On or After 4th
Anniversary of

the Grant Date

 

On or After 5th
Anniversary of

the Grant Date

6.7%

   6.7%   6.7%         $507 / $564(2)    28% / 42%   5% / 7%

6.7%

   6.7%   6.7%         $639    61%   10%

6.7%

   6.7%   6.7%   11.1%   11.1%   11.1%   $798    101%   15%

6.7%

   6.7%   6.7%   11.1%   11.1%   11.1%   $870    119%   17%

3.3%

   3.3%   3.3%   5.6%   5.6%   5.6%   $988    149%   20%

3.3%

   3.3%   3.3%   5.6%   5.6%   5.6%   $1,000    152%   20%

 

(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.

 

(3)

Equals stock price growth – both as a total percentage increase and a compound annual growth rate (CAGR) over a 5-year period – relative to Charter’s February 10, 2023 closing stock price of $396.94.

All NEOs except Mr. Rutledge participated in the 2023 Performance Equity Program. The number of stock options and RSUs granted to each participant was 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 targeted grant value such that 90% of the total combined number of stock options and RSUs granted was comprised of stock options and 10% of the total combined number of stock options and RSUs granted was comprised of RSUs. Grants under the 2023 Performance Equity Program were made on February 22, 2023, and the grant details for each NEO were as follows:

2023 Performance Equity Program Award Details

 

Executive Officer   

Target Award

Value

   Equity Award Mix    Grant /
Strike Price
     # of Stock
Options Granted
  

# of RSUs

Granted

Christopher L. Winfrey    $68.0 million    90% Stock Options / 10% RSUs      $380.53        531,840        59,093  
Richard J. DiGeronimo    $40.0 million    90% Stock Options / 10% RSUs      $380.53        310,996        34,555  
Jessica M. Fischer    $22.0 million    90% Stock Options / 10% RSUs      $380.53        171,048        19,005  
Kevin D. Howard    $ 6.0 million    90% Stock Options / 10% RSUs      $380.53        46,649        5,184  
R. Adam Ray    $12.0 million    90% Stock Options / 10% RSUs      $380.53        93,299        10,366  

As noted above, all NEOs except for Mr. Rutledge (who, pursuant to the terms of his employment agreement, only received an award under the annual long-term incentive plan) received a total target award value equal to 5x their annual long-term incentive opportunity from the combined grants under the annual long-term incentive plan and the 2023 Performance Equity Program. Total target award values delivered over the course of 2023 were therefore as follows:

 

   

Christopher L. Winfrey - $85.0 million

 

   

Richard J. DiGeronimo - $50.0 million

 

   

Jessica M. Fischer - $27.5 million

 

   

Kevin D. Howard - $7.5 million

 

   

R. Adam Ray - $15.0 million

 

   

Thomas M. Rutledge - $15.0 million

The target award values described above differ from the corresponding values in the Summary Compensation Table and Grants of Plan-Based Awards Table due to: (i) rounding to the nearest whole stock option and RSU when converting award

 

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values into a number of stock options and RSUs to be granted, and (ii) variation between the initial Monte Carlo value estimates used to calculate the number of stock options and RSUs to be granted under the 2023 Performance Equity Program and the finalized Monte Carlo values calculated after the grant date for purposes of expensing and disclosing the value of such awards.

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, 2023, 5,113,241 million shares remained available for future grants under the 2019 Plan. As of December 31, 2023, there were 5,690 participants in the 2019 Plan and there remained 371 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 2023, Charter amended the employment agreements for Messrs. Winfrey and DiGeronimo effective February 22, 2023, removing references to future annual equity grants and excluding grants under the 2023 Performance Equity Program from the sections of their employment agreements relating to the treatment of certain equity incentive awards upon termination. Charter also entered into new employment agreements with Ms. Fischer and Mr. Ray, with Ms. Fischer’s agreement effective February 5, 2023 and Mr. Ray’s agreement executed on December 21, 2023 with a January 19, 2024 effective date. The agreements with Ms. Fischer and Mr. Ray renewed the terms of their employment for an additional two years from each agreement’s respective effective date. Ms. Fischer’s prior employment agreement was effective February 5, 2021 with a term through February 5, 2023 and Mr. Ray’s prior employment agreement was effective July 1, 2022 with a term through July 1, 2024. There were otherwise no new employment agreements entered into with an NEO or amendments to existing employment agreements during the year. 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).

 

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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 grant date using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is estimated on the grant date 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, 2023 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

Prior to October 1, 2023, Charter’s Compensation Recovery Policy (the “Prior Policy”) provided that all executive officers, including the NEOs, as well as all members of Company management with the title of executive vice president, may be required under certain circumstances to repay or forfeit annual incentive or other performance-based compensation received in the event of a restatement of Charter’s financial statements filed with the SEC. Under this policy, there was a three-year look back period for compensation recovery and it applied regardless of whether or not the individual was at fault in the circumstances leading to the restatement. In addition, the Prior Policy granted the Committee 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.

On October 24, 2023, the Committee adopted a new Compensation Recovery Policy (the “New Policy”), which was effective October 1, 2023 (applying to compensation received after such date) and designed to comply with NASDAQ Listing Rule 5608 relating to such policies (with such listing rule itself having been adopted as required by SEC rules adopted pursuant to the Dodd-Frank Act). The New Policy applies to Charter’s executive officers, including the NEOs, and provides for the repayment of certain incentive compensation received over a covered period if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The covered period under the New Policy is the three full fiscal years prior to the date the Company is required to prepare an accounting restatement. Compensation subject to recovery is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, which would include (i) the portion of bonuses received over the covered period due to the financial misstatement, and (ii) performance-based equity vested over the covered period due to the financial misstatement.

In connection with the adoption of the New Policy, the Committee also approved phasing out the Prior Policy, which continues to apply for executive officers and executive vice presidents subject to the Prior Policy as of September 30, 2023, with only compensation realized prior to October 1, 2023 being subject to recovery under the Prior Policy.

 

Charter Communications  | 39 |  2024 Proxy Statement


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 2023 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 51% of the votes cast in favor of the triennial frequency proposal. At this same meeting, the stockholders also considered an advisory vote on executive compensation for the NEOs and, as the Board of Directors recommended, the stockholders approved the 2023 executive compensation program with approximately 71% of the votes cast voting in favor of the proposal. At the annual stockholders’ meeting in 2026, stockholders will consider an advisory vote on executive compensation as described in the Compensation Discussion and Analysis.

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  | 40 |  2024 Proxy Statement


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, 2023.

 

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

    2023       1,700,000             8,696,687       74,956,650       3,499,875             223,866       89,077,078  
    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  

Richard J. DiGeronimo

President, Product

and Technology

    2023       1,450,000             6,085,226       43,139,414       2,388,150             251,010       53,313,800  
    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  

Jessica M. Fischer

Chief Financial Officer

    2023       734,615             3,347,020       23,726,633       988,200             23,188       28,819,656  
    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  

Kevin D. Howard

EVP, Chief Accounting

Officer and Controller

    2023       600,000             912,843       6,470,815       419,985             23,646       8,427,289  

R. Adam Ray

EVP, Chief Commercial

Officer

    2023       625,000             1,825,353       12,941,899       772,031             25,014       16,189,297  

Thomas M. Rutledge

Former Executive

Chairman

    2023       1,250,000                   14,999,418       2,825,846             390,357       19,465,621  
    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  

 

(1)

Ms. Fischer’s salary calculation is prorated based on the adjustment to her base salary effective February 5, 2023. Mr. Rutledge retired effective November 30, 2023 after which time he no longer received a base salary.

 

(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 “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 “Tax and Accounting” under Compensation Discussion and Analysis.

 

(5)

The amounts reported under this column for 2023 are executive bonus plan payments made in 2024 for each NEO under the 2023 Executive Bonus Plan. Mr. Rutledge’s target annual incentive amount is prorated with his prior base salary of $1,250,000 and target annual incentive of 300% of base salary in effect from January 1, 2023 through his retirement date of November 30, 2023.

 

(6)

The Time Warner Cable Pension Plan was frozen in 2016 and no benefits accrued after that date. For 2022 and 2021, 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. For 2023, a change in pension value is not shown as Mr. Rutledge received a lump sum distribution of his entire accrued benefit in the amount of $1,535,429 on December 8, 2023 in connection with his retirement as Executive Chairman of the Board of Directors of the Company effective November 30, 2023. See the Pension Benefits Table and “Legacy TWC Pension Benefits” for additional information regarding these benefits.

 

Charter Communications  | 41 |  2024 Proxy Statement


(7)

The amounts reported in the “All Other Compensation” column for 2023 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, 2023, 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
($)
 

Christopher L. Winfrey

     197,952        19,800        3,510        906        1,698     

Richard J. DiGeronimo

     227,796        19,800        810        906        1,698     

Jessica M. Fischer

            19,800        784        906        1,698     

Kevin D. Howard

            19,800        1,242        906        1,698     

R. Adam Ray

            19,800        2,610        906        1,698     

Thomas M. Rutledge

     377,620               10,268        836        1,633     

 

  (a)

As set forth in more detail below under the section titled “NEO Employment Agreements”, Messrs. Winfrey, DiGeronimo and Rutledge 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, DiGeronimo and Rutledge 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.

 

Charter Communications  | 42 |  2024 Proxy Statement


2023 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

                 4,250,000       6,375,000                          
    1/17/2023                               124,922       387.375       16,999,386  
    2/22/2023                               531,840       380.53       57,957,264  
    2/22/2023                         59,093                   8,696,687  

Richard J. DiGeronimo

                2,900,000       4,350,000                          
    1/17/2023                               66,135       387.375       8,999,651  
    1/17/2023                         2,581                   999,815  
    2/22/2023                               310,996       380.53       34,139,763  
    2/22/2023                         34,555                   5,085,411  

Jessica M. Fischer

                1,200,000       1,800,000                          
    1/17/2023                               36,374       387.375       4,949,774  
    1/17/2023                         1,420                   550,073  
    2/22/2023                               171,048       380.53       18,776,859  
    2/22/2023                         19,005                   2,796,947  

Kevin D. Howard

                510,000       765,000                          
    1/17/2023                               9,920       387.375       1,349,914  
    1/17/2023                         387                   149,914  
    2/22/2023                               46,649       380.53       5,120,901  
    2/22/2023                         5,184                   762,929  

R. Adam Ray

                937,500       1,406,250                          
    1/17/2023                               19,841       387.375       2,699,963  
    1/17/2023                         774                   299,828  
    2/22/2023                               93,299       380.53       10,241,936  
    2/22/2023                         10,366                   1,525,525  

Thomas M. Rutledge

                3,431,507       5,147,261                          
    1/17/2023                               110,225       387.375       14,999,418  

 

(1)

As described in the section titled “Compensation Actions in 2023” in the Compensation Discussion and Analysis, Messrs. Winfrey, DiGeronimo, Howard, Ray and Rutledge and Ms. Fischer received grants on January 17, 2023 under Charter’s annual equity program. As further detailed in the section titled “Compensation Actions in 2023” in the Compensation Discussion and Analysis, Messrs. Winfrey, DiGeronimo, Howard and Ray and Ms. Fischer received grants on February 22, 2023 under Charter’s 2023 Performance Equity Program.

 

(2)

These columns show the range of payouts under the 2023 Executive Bonus Plan based on the applicable 2023 performance criteria. Related payments were made in 2024 for 2023 performance based on the metrics described in the section titled “2023 Executive Bonus Plan” in the Compensation Discussion and Analysis. These payments are reflected in the Non-Equity Incentive Plan column in the Summary Compensation Table.

 

(3)

Mr. Rutledge’s target annual incentive amount is prorated based on his base salary of $1,250,000 and target annual incentive of 300% of base salary in effect from January 1, 2023 through his retirement date of November 30, 2023.

 

Charter Communications  | 43 |  2024 Proxy Statement


(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 “Tax and Accounting” under Compensation Discussion and Analysis.

 

Charter Communications  | 44 |  2024 Proxy Statement


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, 2023. In connection with the closing of the Transactions the merger exchange ratio of 0.9042 was applied to the exercise price and performance targets (divided by 0.9042) and the number of restricted stock units and stock options (multiplied by 0.9042) 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                            
          124,922 (12)            387.38       1/17/2033                            
                531,840 (13)      380.53       2/22/2033                            
                                    1,119 (14)      434,933              
                                                59,093 (15)      22,968,267  

Richard J. DiGeronimo

    23,620 (16)                  353.20       1/16/2028                            
    27,151 (17)                  292.31       1/15/2029                            
    6,760 (18)                  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                            
          66,135 (12)            387.38       1/17/2033                            
                310,996 (13)      380.53       2/22/2033                            
                                    4,953 (19)      1,925,132              
                                                34,555 (15)      13,430,837  

Jessica M. Fischer

    5,765 (17)                  292.31       1/15/2029                            
    3,289 (6)                  512.06       1/15/2030                            
          2,815 (7)            625.55       1/15/2031                            
          4,610 (20)            621.71       2/5/2031                            
          2,231 (9)            714.99       10/19/2031                            
          18,067 (10)        588.83       1/18/2032                            
          36,374 (12)            387.38       1/17/2033                            
                171,048 (13)      380.53       2/22/2033                            
                                    2,478 (21)      963,149              
                                                19,005 (15)      7,386,863  

Kevin D. Howard

    6,131 (4)                  183.87       1/15/2026                            
    4,371 (22)                  299.61       1/17/2027                            
    2,058 (23)                  340.44       4/24/2027                            
    6,495 (16)                  353.20       1/16/2028                            
    7,467 (17)                  292.31       1/15/2029                            
    1,593 (24)                  289.52       1/28/2029                            
    6,195 (6)                  512.06       1/15/2030                            
          5,303 (7)            625.55       1/15/2031                            
          5,162 (10)            588.83       1/18/2032                            
          1,452 (25)            478.38       7/26/2032                            
          9,920 (12)            387.38       1/17/2033                            
                46,649 (13)      380.53       2/22/2033                            
                                    769 (26)      298,894              
                                                5,184 (15)      2,014,917  

 

Charter Communications  | 45 |  2024 Proxy Statement


     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)
 

 

R. Adam Ray

 

 

 

 

5,015

 

(16) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

353.20

 

 

 

 

 

 

1/16/2028

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    5,765 (17)                  292.31       1/15/2029                            
    3,289 (6)                  512.06       1/15/2030                            
    3,802 (27)                  515.62       7/1/2030                            
          9,280 (7)            625.55       1/15/2031                            
          2,570 (28)            702.13       6/23/2031                            
          12,905 (10)            588.83       1/18/2032                            
          2,602 (29)            581.19       1/19/2032                            
          19,841 (12)            387.38       1/17/2033                            
                93,299 (13)      380.53       2/22/2033                            
                                    1,645 (30)      639,379              
                                                10,366 (15)      4,029,057  

Thomas M. Rutledge

    62,051 (3)                  175.76       1/15/2025                            
    904,200 (5)                  222.92       4/25/2026                            
    723,360 (5)                  232.34       4/26/2026                            
    195,022 (31)                  597.16       11/3/2030                            
          176,770 (7)            625.55       1/15/2031                            
          172,067 (10)            588.83       1/18/2032                            
          110,225 (12)            387.38       1/17/2033                            

 

(1)

Based on the closing stock price at December 29, 2023 of $388.68 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 Mr. Winfrey, 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 stock options granted on January 17, 2023 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

Charter Communications  | 46 |  2024 Proxy Statement


(13)

Amounts shown reflect grants of performance-vesting options granted on February 22, 2023 that vest 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.

 

(14)

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

 

(15)

Amounts shown reflect grants of performance-vesting RSUs granted on February 22, 2023 that vest 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.

 

(16)

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.

 

(17)

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.

 

(18)

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.

 

(19)

Amounts shown reflect time-vesting RSUs granted January 15, 2021, October 19, 2021, January 18, 2022, September 22, 2022 and January 17, 2023 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(20)

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.

 

(21)

Amounts shown reflect time-vesting RSUs granted on January 15, 2021, February 5, 2021, October 19, 2021, January 18, 2022 and January 17, 2023 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(22)

Amounts shown reflect time-vesting stock options granted on January 17, 2017 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(23)

Amounts shown reflect time-vesting stock options granted on April 24, 2017 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(24)

Amounts shown reflect time-vesting stock options granted on January 28, 2019 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(25)

Amounts shown reflect time-vesting stock options granted on July 26, 2022 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(26)

Amounts shown reflect time-vesting RSUs granted on January 15, 2021, January 18, 2022, July 26, 2022 and January 17, 2023 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(27)

Amounts shown reflect time-vesting stock options granted on July 1, 2020 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

(28)

Amounts shown reflect time-vesting stock options granted on June 23, 2021 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(29)

Amounts shown reflect time-vesting stock options granted on January 19, 2022 under the 2019 Stock Incentive Plan that fully vest and become exercisable on the third anniversary of the grant date.

 

(30)

Amounts shown reflect time-vesting RSUs granted on January 15, 2021, June 23, 2021, January 18, 2022, January 19, 2022 and January 17, 2023 under the 2019 Stock Incentive Plan that fully vest on the third anniversary of the grant date.

 

(31)

Amounts shown reflect time-vesting stock options granted on November 3, 2020 under the 2019 Stock Incentive Plan that fully vested and became exercisable on the third anniversary of the grant date.

 

Charter Communications  | 47 |  2024 Proxy Statement


2023 Options Exercised and Stock Vested

The following table provides information on option awards exercised and restricted stock and stock unit awards that vested during 2023 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(2)

                     1,758        680,030  

Richard J. DiGeronimo(3)

                     781        302,106  

Jessica M. Fischer(4)

                     311        120,301  

Kevin D. Howard(5)

                     195        75,430  

R. Adam Ray(6)

                     419        159,931  

Thomas M. Rutledge(7)

     222,042        57,435,134                  

 

(1)

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

 

(2)

Mr. Winfrey had 1,758 time vesting RSUs vest on January 13, 2023 and 911 shares were withheld to cover taxes at a market value of $386.82 (the average of the high and low trading prices on that day).

 

(3)

Mr. DiGeronimo had 781 time vesting RSUs vest on January 13, 2023 and 373 shares were withheld to cover taxes at a market value of $386.82 (the average of the high and low trading prices on that day).

 

(4)

Ms. Fischer had 311 time vesting RSUs vest on January 13, 2023 and 113 shares were withheld to cover taxes at a market value of $386.82 (the average of the high and low trading prices on that day).

 

(5)

Mr. Howard had 195 time vesting RSUs vest on January 13, 2023 and 68 shares were withheld to cover taxes at a market value of $386.82 (the average of the high and low trading prices on that day).

 

(6)

Mr. Ray had 311 time vesting RSUs vest on January 13, 2023 and 112 shares were withheld to cover taxes at a market value of $386.82 (the average of the high and low trading prices on that day). Mr. Ray had 108 time vesting RSUs vest on June 30, 2023 and 34 shares were withheld to cover taxes at a market value of $366.94 (the average of the high and low trading prices on that day).

 

(7)

Mr. Rutledge exercised 147,905 shares that were set to expire on January 15, 2024 on a net exercise basis at an exercise price of $150.88 per option on November 14, 2023 at a market value of $417.855 with 97,197 shares withheld to cover the exercise price and taxes. Mr. Rutledge exercised 74,137 shares that were set to expire on January 15, 2025 on a net exercise basis at an exercise price of $175.76 per option on November 14, 2023 at a market value of $417.855 with 51,089 shares withheld to cover the exercise price and taxes.

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, 2023, Mr. Rutledge no longer had an accrued benefit under the Pension Plan as it was paid out in the sum of $1,535,429 on December 8, 2023 in connection with Mr. Rutledge’s retirement as Executive Chairman of the Board of Directors of the Company effective November 30, 2023.

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

 

Charter Communications  | 48 |  2024 Proxy Statement


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 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 of a joint and survivor annuity, the amount of the annuity is based on the single life annuity amount but is reduced to take into account the ages of the participant and beneficiary at the time the annuity payments begin and the percentage elected by the participant. In the case of a life annuity that is guaranteed for a period of time, the amount of the annuity is based on the single life annuity amount but is reduced to take into account the guaranteed period.

Pension Benefits Table

Set forth in the table below are payments made during the last fiscal year to Mr. Rutledge. Number of years of credited service and present value are not shown as of December 31, 2023 because Mr. Rutledge received a lump sum distribution of his entire accrued benefit in the amount of $1,535,429 on December 8, 2023 in connection with his retirement as Executive Chairman of the Board of Directors of the Company effective November 30, 2023.

Pension Benefits for 2023

 

Name

   Plan Name   

Number of Years

Credited Service

  

Present Value of

Accumulated

Benefit

  

Payments During Last

Fiscal Year(1)

 

Thomas M. Rutledge

   Time Warner Cable Pension Plan                    $1,535,429  

 

(1)

Mr. Rutledge received a lump sum distribution of his entire accrued benefit under the Pension Plan on December 8, 2023.

NEO Employment Agreements

Christopher L. Winfrey

On September 20, 2022, Charter and Mr. Winfrey entered into an amended and restated employment agreement which was amended effective as of February 22, 2023 (collectively, the “Winfrey Agreement”). The Winfrey Agreement provides that effective December 1, 2022, Mr. Winfrey became employed in an executive capacity as President and Chief Executive Officer with such responsibilities, duties and authority as are customary for such role, at a base salary of at least $1,700,000 per year during the term, subject to annual review and, in its discretion, increase by the Compensation and Benefits Committee. Pursuant to the Winfrey Agreement, Mr. Winfrey was appointed as a member of the Board of Directors effective November 30, 2023. Under the Winfrey Agreement, he is eligible to participate in the Executive Bonus Plan with a target bonus of not less than 250% of his annual base salary. He is also eligible to receive such other employee benefits as are generally made available to other senior executives. In addition, Charter must reimburse Mr. Winfrey for all reasonable and

 

Charter Communications  | 49 |  2024 Proxy Statement


necessary expenses incurred in connection with the performance of his duties, and Mr. Winfrey is entitled to use Company aircraft for such travel and for up to 100 hours of discretionary personal use per calendar year (without carryover). The Winfrey Agreement has an initial term from the effective date through December 1, 2025, provided that the term can be extended by the Company for unlimited one-year periods. The Winfrey Agreement contains a two-year non-compete provision and a two-year non-solicitation clause.

Richard J. DiGeronimo

Effective as of September 20, 2022, Charter and Mr. DiGeronimo entered into an employment agreement which was amended effective as of February 22, 2023 (collectively, the “DiGeronimo Agreement”). The DiGeronimo Agreement provides that effective December 1, 2022, Mr. DiGeronimo became employed in an executive capacity as President, Product and Technology with such responsibilities, duties and authority as are customary for such role, at a base salary of $1,450,000 per year during the term, subject to annual review and, in its discretion, increase by the Compensation and Benefits Committee. The DiGeronimo Agreement provides that he is eligible to participate in the Executive Bonus Plan with a target bonus of 200% of his annual base salary. He is also eligible to receive such other employee benefits as are generally made available to other senior executives. In addition, Charter must reimburse Mr. DiGeronimo for all reasonable and necessary expenses incurred in connection with the performance of his duties and Mr. DiGeronimo is entitled to use Company aircraft for such travel and for up to 40 hours of discretionary personal use per calendar year (without carryover). The DiGeronimo Agreement has an initial term from the effective date through December 1, 2025 provided that the term can be extended by the Company for unlimited one-year periods. The DiGeronimo Agreement contains a two-year non-compete provision and a one-year non-solicitation clause.

Jessica M. Fischer

Effective as of February 5, 2023, Charter and Ms. Fischer entered into an employment agreement (the “Fischer Agreement”). The Fischer Agreement provides that Ms. Fischer shall be employed in an executive capacity as Chief Financial Officer with such responsibilities, duties and authority as are customary for such role, at a base salary of $800,000 per year during the term, subject to annual review and, in its discretion, increase by the Compensation and Benefits Committee. The Fischer Agreement provides that Ms. Fischer is eligible to participate in the Executive Bonus Plan with a target bonus of 150% of her annual base salary. She is also eligible to receive such other employee benefits as are generally made available to other senior executives. In addition, Charter must reimburse Ms. Fischer for all reasonable and necessary expenses incurred in connection with the performance of her duties. The Fischer Agreement has an initial term from the effective date through February 5, 2025 provided that the term can be extended by the Company for unlimited one-year periods. The Fischer Agreement contains a two-year non-compete provision and a one-year non-solicitation clause.

Kevin D. Howard

Effective as of July 26, 2022, Charter and Mr. Howard entered into an employment agreement (the “Howard Agreement”). The Howard Agreement provides that Mr. Howard shall be employed in an executive capacity as Executive Vice President, Chief Accounting Officer and Controller with such responsibilities, duties and authority as are customary for such role, at a base salary of $600,000 per year during the term, subject to annual review and, in its discretion, increase by the Compensation and Benefits Committee. The Howard Agreement provides that Mr. Howard is eligible to participate in the Executive Bonus Plan with a target bonus of 85% of his annual base salary. He is also eligible to receive such other employee benefits as are generally made available to other senior executives. In addition, Charter must reimburse Mr. Howard for all reasonable and necessary expenses incurred in connection with the performance of his duties. The Howard Agreement has an initial term from the effective date through July 26, 2024 provided that the term can be extended by the Company for unlimited one-year periods. The Howard Agreement contains a two-year non-compete provision and a one-year non-solicitation clause.

R. Adam Ray

Effective as of January 19, 2024, Charter and Mr. Ray entered into an employment agreement (the “Ray Agreement”). The Ray Agreement provides that Mr. Ray shall be employed in an executive capacity as Executive Vice President, Chief Commercial Officer with such responsibilities, duties and authority as are customary for such role, at a base salary of $725,000 per year during the term, subject to annual review and, in its discretion, increase by the Compensation and Benefits Committee. The Ray Agreement provides that Mr. Ray is eligible to participate in the Executive Bonus Plan with a target bonus of 150% of his annual base salary. He is also eligible to receive such other employee benefits as are generally made available to other senior executives. In addition, Charter must reimburse Mr. Ray for all reasonable and necessary expenses incurred in connection with

 

Charter Communications  | 50 |  2024 Proxy Statement


the performance of his duties. The Ray Agreement has an initial term from the effective date through January 19, 2026 provided that the term can be extended by the Company for unlimited one-year periods. The Ray Agreement contains a two-year non-compete provision and a one-year non-solicitation clause.

Thomas M. Rutledge

On September 20, 2022, Charter and Mr. Rutledge entered into an amended and restated employment agreement (the “Rutledge Agreement”). The Rutledge Agreement had a term ending November 30, 2023. Effective November 30, 2023, Mr. Rutledge transitioned from Executive Chairman to the role of director emeritus of the Board of Directors. Under the Rutledge Agreement, Mr. Rutledge’s base salary was $1,250,000 effective December 1, 2022, in connection with his transition to the role of Executive Chairman. The Rutledge Agreement also provided for continued eligibility to participate in the Executive Bonus Plan with a target bonus equal to 300% of his base salary. Mr. Rutledge was also eligible to participate in other employee benefit plans, programs and arrangements available to other senior executives through November 30, 2023. In addition, Charter had to reimburse Mr. Rutledge for all reasonable and necessary expenses incurred in connection with the performance of his duties, and Mr. Rutledge was entitled to use Company aircraft for such travel and for commuting and up to 65 hours of discretionary personal use per calendar year (without carryover). The Rutledge Agreement contained a two-year non-compete provision and a two-year non-solicitation clause, which will expire on November 30, 2025.

Separation and Related Arrangements

Named Executive Officers

Unless otherwise noted, the stock price used in the separation tables that follow is based on $388.68 per share, the closing price of Charter’s Class A common stock on the NASDAQ Global Select Market on December 29, 2023. The paragraphs that follow describe the payments that each NEO would have received assuming the applicable termination event occurred on December 31, 2023. Mr. Rutledge, whose employment with Charter ended on November 30, 2023 in connection with the expiration of his employment agreement, is only included in the section pertaining to such a termination; for sections relating to other termination events, all references to NEOs exclude Mr. Rutledge. The descriptions that follow cover only information regarding benefits that are not generally available to other employees. Benefits generally available to other employees include:

 

   

Salary earned through date of termination;

 

   

Lump sum payment for COBRA coverage; and

 

   

Lump sum payment of accrued and unused vacation.

As used in the following sections:

 

   

Severance”: NEOs may be eligible for certain payments following the occurrence of certain termination events specified in their employment agreements. If eligible for severance: (1) Mr. Winfrey will receive severance equal to two and one-half times his applicable annual base salary and target bonus; and (2) Ms. Fischer and Messrs. DiGeronimo, Howard and Ray will each receive severance equal to two times their applicable annual base salary and target bonus. Mr. Rutledge was not eligible for severance payments under any termination event.

 

   

Bonus”: As used in the tables below, “Bonus” is the target bonus set forth and defined in each NEO’s employment agreement. For the purposes of these separation tables, amounts represent the NEO’s target bonus opportunity under the 2023 Executive Bonus Plan, prorated based on any changes to the NEO’s target bonus opportunity during the year and with an assumed 100% performance attainment under the Plan. See the “Annual Incentive Plan” section in the Compensation Discussion and Analysis for further details of the plan, including the target bonus opportunities which applied for the NEOs under the 2023 Executive Bonus Plan. See the “Summary Compensation Table” for actual 2023 Executive Bonus Plan payouts.

 

   

Stock Options” and “Restricted Stock Units”: includes grants made under the Stock Incentive Plans. See “Long-Term Incentives” under the Compensation Discussion and Analysis section for further details on equity incentives offered by the Company.

Termination by Charter for Cause or a Voluntary Termination by the Executive without Good Reason

Under the current employment agreements, equity award agreements and Company policies applicable to our NEOs, in the event of a termination by the Company for cause or a voluntary termination by an NEO without good reason, each NEO would

 

Charter Communications  | 51 |  2024 Proxy Statement


only be entitled to any bonus earned for periods ending on or before the termination date but not yet paid as of such date, including a bonus under the 2023 Executive Bonus Plan for a termination occurring on December 31, 2023. NEOs are otherwise not provided any severance and all unvested equity would be forfeited and cancelled effective as of the date of termination. Under the equity award agreements with our NEOs, vested stock options generally may be exercised for a period of six months following a for cause/voluntary termination, or through the original expiration date, if earlier.

“For cause” is generally defined under our NEOs’ employment agreements and applicable Company policies to include: willful breaches of material obligations, fiduciary duties, the Company’s code of conduct or other material Company policies (which, in the case of Mr. Winfrey, causes or should reasonably be expected to cause substantial injury to the business or reputation of the Company); acts of fraud or willful and material misrepresentations or concealments from the Company or the Board of Directors; misappropriation of a material amount of Company property; criminal convictions, guilty or no contest pleas with respect to felonies or any crime expected to materially adversely affect the Company; or admission or finding of liability for a knowing and deliberate breach of any securities laws (which, in the case of Mr. Winfrey, materially adversely affects or could reasonably be expected to materially adversely affect the Company). Under our employment agreements with Ms. Fischer and Messrs. DiGeronimo, Howard and Ray, “for cause” also includes criminal convictions, guilty or no contest pleas with respect to fraud, embezzlement, dishonesty, breach of trust or moral turpitude; illegal possession or use of a controlled substance or excessive alcohol use, in each case in connection with executive’s duties, on the Company’s premises or at a Company function; or willful or grossly negligent commission of an act or willful failure to act in connection with executive’s duties which causes or is reasonably expected to cause substantial economic injury to the business reputation of the Company.

For a definition of “good reason”, see the section below titled “Termination by the Company without Cause or by the Executive for Good Reason (other than for a Change in Control)”.

 

     

Severance

($)(1)

   Bonus ($)(2)     

Stock Options

($)(3)

  

Restricted Stock

and Restricted

Stock Units

($)(4)

   Total ($)  

Christopher L. Winfrey

            4,250,000                      4,250,000  

Richard J. DiGeronimo

            2,900,000                      2,900,000  

Jessica M. Fischer

            1,200,000                      1,200,000  

Kevin D. Howard

            510,000                      510,000  

R. Adam Ray

            937,500                      937,500  

 

(1)

No severance is payable in the event of a termination by Charter for cause or a voluntary termination by the executive without good reason.

 

(2)

“Bonus” is the bonus payable under the 2023 Executive Bonus Plan, which would be earned but unpaid for all NEOs upon a termination on December 31, 2023; performance attainment for such bonuses is assumed at 100% for the purposes of these separation tables. Upon any termination, all NEOs are entitled to any bonus earned for a performance period ending on or before the termination date but unpaid as of such date.

 

(3)

Upon a termination by Charter for cause, all unvested stock option grants made to our NEOs will be forfeited and cancelled. Upon a voluntary resignation without good reason, all unvested stock option grants made to our NEOs will be forfeited and cancelled.

 

(4)

Upon a termination by Charter for cause or a voluntary resignation by the executive without good reason, all unvested restricted stock unit grants made to our NEOs will be forfeited and cancelled.

Termination in Connection with Expiration of Term

Under the employment agreements, equity award agreements and Company policies applicable to our NEOs, we may be required to make certain payments to, or allow pro rata or continued equity vesting for, Messrs. Winfrey, DiGeronimo and Rutledge if they are terminated in connection with the expiration of the term of their employment agreements. Unless their respective employment agreement is otherwise renewed or extended, Mr. Winfrey’s employment will terminate immediately upon the expiration of the term of the agreement on December 1, 2025, and Mr. DiGeronimo may terminate his employment for any reason within thirty (30) days following the expiration of the term of his employment agreement on December 1, 2025. In each case, no severance is payable to Messrs. Winfrey and DiGeronimo, but they are entitled to a pro rata bonus in the year

 

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of termination. In addition, Mr. Winfrey’s stock options granted on or after September 22, 2022 and pursuant to his employment agreement would continue to vest and such stock options would remain exercisable through their original expiration date. Any unvested performance-vesting stock options and RSUs granted to him on February 22, 2023 would remain outstanding and eligible to vest through the second anniversary of the date of termination, contingent upon the applicable time and performance-vesting criteria of such awards being satisfied during that time, and any performance-vesting stock options vested as of the date of termination will remain exercisable for 12 months following such date and performance-vesting stock options vesting after the date of termination will remain exercisable for 12 months following the date of vesting, but in no event will any such option remain exercisable past the original expiration date. Mr. DiGeronimo’s stock options and RSUs granted on or after September 22, 2022 and pursuant to his employment agreement would pro rata vest and such vested stock options would remain exercisable until the fifth anniversary of the date of his termination, or the original expiration date, if earlier. Any unvested performance-vesting stock options granted to him on February 22, 2023 would be forfeited. Mr. Rutledge’s employment terminated upon the expiration of his employment agreement on November 30, 2023, and he was entitled to the amounts set forth in the table below and descried in the corresponding footnotes. As the respective terms for Messrs. Winfrey and DiGeronimo’s employment agreements expire after 2024, no payment or benefit amounts would apply as of December 31, 2023 and they are therefore not included in the table below.

 

     

Severance

($)(1)

   Bonus ($)(2)     

Stock Options

($)(3)

    

Restricted Stock

and Restricted

Stock Units

($)

   Total ($)  

Thomas M. Rutledge

            3,431,507        1,405,920               4,837,427  

 

(1)

No severance is payable in the event of a termination in connection with the expiration of the term of an employment agreement.

 

(2)

“Bonus” is the bonus payable under the 2023 Executive Bonus Plan. Mr. Rutledge is entitled to a pro rata bonus in the year of termination if terminated in connection with the expiration of the term of his employment agreement as described above. The bonus amount for Mr. Rutledge is prorated based on his November 30, 2023 termination date.

 

(3)

All of Mr. Rutledge’s stock options granted pursuant to his employment agreement continue to vest following his termination on November 30, 2023, will remain exercisable through the original expiration date, and are valued in the table above at the November 30, 2023 closing stock price of $400.13.

Termination due to Death or Disability

Under the current employment agreements, equity award agreements and Company policies, as applicable, for each of our NEOs, we may be required to make certain payments to, or allow full equity vesting for, these executives or their estates or beneficiaries in the event that the executive is terminated as a result of death or “disability.” Under the equity award agreements with our NEOs, vested stock options generally may be exercised for a period of eighteen months following a termination due to death or disability, or through the original expiration date, if earlier.

An executive is deemed to have a “disability” if, due to illness or injury: the executive is unable to perform his or her duties without accommodation for a certain period of time; or the executive is considered disabled for the purposes of receiving long term disability benefits under a participating plan or policy. In the event there is a period of time during which an NEO is not being paid annual base salary and not receiving long-term disability insurance payments, the executive will receive interim payments equal to such unpaid disability insurance payments until commencement of disability insurance payments.

 

     

Severance

($)(1)

   Bonus ($)(2)     

Stock Options

($)(3)

  

Restricted Stock

and Restricted

Stock Units

($)(4)

   Total ($)  

Christopher L. Winfrey

            4,250,000        955,979        434,933        5,640,912  

Richard J. DiGeronimo

            2,900,000        371,757        1,925,132        5,196,889  

Jessica M. Fischer

            1,200,000        47,468        963,149        2,210,617  

Kevin D. Howard

            510,000        12,946        298,895        821,841  

R. Adam Ray

            937,500        25,893        639,379        1,602,772  

 

(1)

No severance is payable in the event of a termination based on death or disability of any NEO.

 

Charter Communications  | 53 |  2024 Proxy Statement


(2)

“Bonus” is the bonus payable under the 2023 Executive Bonus Plan, which would be earned but unpaid for all NEOs upon a termination on December 31, 2023; performance attainment for such bonuses is assumed at 100% for the purposes of these separation tables. Upon any termination, all NEOs are entitled to any bonus earned for a performance period ending on or before the termination date but unpaid as of such date. Mr. Winfrey is also entitled to a pro rata bonus in the year of termination for a termination due to death or disability occurring during the bonus plan year.

 

(3)

All unvested time-vesting option grants made to our NEOs are subject to full vesting in the event of a termination due to death or disability, and all unvested performance-vesting option grants where the applicable stock price vesting requirement has been achieved are subject to full vesting.

 

(4)

All unvested time-vesting restricted stock unit grants made to our NEOs are subject to full vesting in the event of a termination due to death or disability, and all unvested performance-vesting option grants where the applicable stock price vesting requirement has been achieved are subject to full vesting.

Termination due to Retirement by the Executive

Charter generally defines “retirement” eligibility in its long-term incentive plan documents as the employee’s age (at least 55) plus years of service equal to 70 (with a minimum of 5 years of service required for grants made in or after 2021). Under the current employment agreements, equity award agreements and Company policies applicable to our NEOs, in the event that an NEO terminates his or employment with Charter due to retirement, no severance is payable to any NEO but each NEO would be entitled to any bonus earned for periods ending on or before the termination date but not yet paid as of such date, including a bonus under the 2023 Executive Bonus Plan for a termination occurring on December 31, 2023. In addition, time-vesting stock option and RSU grants made prior to 2021 are subject to pro rata vesting after the first anniversary of the respective award’s grant date and vested stock options remain exercisable for three years following termination or through the original expiration date, if earlier, and, for grants made in or after 2021, unvested time-vesting stock option and RSU grants are subject to continued vesting through the original vesting date if retirement occurs at or above age 60 and are otherwise subject to pro rata vesting after the first anniversary of the respective award’s grant date. Unvested performance-vesting stock option and RSU grants made on February 22, 2023 would be forfeited and cancelled as of the date of termination. For a retirement at or above age 60, all vested time-vesting and performance-vesting stock option awards remain exercisable for five years after the termination date or, in the case of stock options that continue to vest, the vesting date, but in no event will stock options remain exercisable beyond the original expiration date. For a retirement at or above age 55 but below age 60, stock options remain exercisable for three years after the termination date or through the original expiration date, if earlier. None of the NEOs were eligible for retirement as of December 31, 2023.

Termination by Charter Without Cause or by the Executive for Good Reason (other than for a Change in Control)

In the event that Charter terminates an NEO’s employment without cause or the executive terminates his or her employment with Charter for good reason other than in connection with a change in control, Charter may be required to make certain payments to the executive and the executive may be entitled to pro rata or continued vesting of unvested equity awards granted to the executive. Under the equity award agreements with our NEOs, vested stock options generally may be exercised for a period of six months following a termination without cause or resignation for good reason, or through the original expiration date, if earlier.

For a definition of “for cause,” see the prior section titled “Termination by Charter for Cause or a Voluntary Termination by the Executive without Good Reason.”

An NEO may generally only terminate his or her employment for “good reason” following thirty (30) days written notice to the Company of his or her intent to terminate, or, in certain circumstances, advance notice to the Company detailing the “good reason” and giving the Company an opportunity to cure prior to termination. As the term is used in the employment agreements of our NEOs, “good reason” includes: a reduction in base salary or bonus; a material adverse change or diminution in title, authority, duties, or responsibilities of the executive; a material failure by the Company to comply with provisions of the executive’s employment agreement including paying compensation when due; changing the location of the executive’s primary workplace by more than 50 miles (for Ms. Fischer and Messrs. Winfrey, DiGeronimo, Howard and Ray); any change in reporting structure such that the executive no longer reports directly to the Board (for Mr. Winfrey); or any failure by a successor company to assume the executive’s employment agreement following a change in control.

 

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For a definition of “change in control”, see the section immediately following titled “Termination within 30 days before or 12 months after Change in Control without Cause or for Good Reason.”

 

     

Severance

($)(1)