| ☐ | 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 | |
| ☒ | 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) and0-11 | |||
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 26, 202225, 2023 at 8:30 a.m. (Mountain Daylight Time).
Details of the business to be conducted at the annual meeting are provided in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, Iwe 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.
As part of our precautions regarding COVID-19, we are planning for the possibility that the Company will change the location of the annual meeting so that it is held solely by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website, and filed with the SEC as additional proxy material. We also encourage attendees to review guidance from public health authorities on this issue.
On behalf of management and the boardBoard of directors, IDirectors, we would like to express our appreciation for your continued interest in Charter.
Sincerely,
|  | |
| Thomas M. Rutledge | Christopher L. Winfrey | |
| Executive Chairman | President and Chief Executive Officer |
March 17, 202216, 2023
| Charter Communications, Inc. 400 Washington Blvd. Stamford, CT 06902 |
Notice of Annual Meeting of Stockholders
of Charter Communications, Inc.
| Date: | Time: | Place: | ||||||||||
| April | 8:30 a.m.
| 6350 S. Fiddler’s Green Circle 2nd Floor (Conference Room C) Greenwood Village, CO 80111 |
| How to Vote:
By Mail
By Phone
By Internet
At Annual Meeting
| Matters to be voted on:
1. The election of thirteen directors, named in this proxy statement;
2. To hold an advisory vote on executive compensation; 3. To hold an advisory vote on the frequency of holding an advisory vote on executive compensation; 4. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31,
The proxy statement more fully describes these proposals.
All stockholders of record at the close of business on February
By order of the Board of Directors,
Richard R. Dykhouse Corporate Secretary
March |
| Questions and Answers about Voting and the Annual Meeting | 1 | |||
| Proposal No. 1: Election of Directors | 5 | |||
| 5 | ||||
| 6 | ||||
| 12 | ||||
| 13 | ||||
| 15 | ||||
Governance | 15 | |||
Board Leadership Structure, Company Strategy and Risk Oversight | 16 | |||
| 17 | ||||
| 17 | ||||
| 20 | ||||
| Compensation Committee Interlocks and Insider Participation | ||||
| Report of the Compensation and Benefits Committee | ||||
| Compensation Discussion and Analysis | ||||
| 40 | ||||
| 52 | ||||
| 53 | ||||
| 53 | ||||
| 55 | ||||
Limitation of Directors’ Liability and Indemnification Matters | ||||
Charter Communications, Inc.
PROXY STATEMENT
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on April 26, 2022.25, 2023. The 20222023 notice and proxy statement and the 20212022 annual report to stockholders are available atwww.proxyvote.com.
This proxy statement and the Notice of Internet Availability of Proxy Materials were first mailed to stockholders on or about March 17, 2022.16, 2023.
Questions and Answers about Voting and the Annual Meeting
What matters will be voted on at the annual meeting?
As a holder of Class A common stock, you are being asked to vote on the following:
Proposal 1: To elect thirteen directors, nominated by our board of directors and named in this proxy statement;
| • | Proposal 1: To elect thirteen directors, nominated by our Board of Directors and named in this proxy statement; |
Proposal 2: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022;
| • | Proposal 2: To hold an advisory vote on executive compensation; |
Proposal 3: To vote on a stockholder proposal regarding lobbying activities;
| • | Proposal 3: To hold an advisory vote on the frequency of holding an advisory vote on executive compensation; |
Proposal 4: To vote on a stockholder proposal regarding Chairman of the Board and CEO roles;
| • | Proposal 4: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023; |
Proposal 5: To vote on a stockholder proposal regarding political and electioneering expenditure congruency report;
| • | Proposal 5: To vote on a stockholder proposal regarding lobbying activities; and |
| • | Proposal 6: To vote on any other matters properly brought before the stockholders at the meeting. |
Proposal 6: To vote on a stockholder proposal regarding disclosure of greenhouse gas emissions;
Proposal 7: To vote on a stockholder proposal regarding EEO-1 reports; and
Proposal 8: To vote on any other matters properly brought before the stockholders at the meeting.
How does the boardBoard of directorsDirectors recommend that I vote?
The boardBoard of directorsDirectors 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 election of the thirteen directors, nominated by our Board of Directors and named in this proxy statement; |
FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022; and
| • | FOR the approval, on an advisory basis, of the compensation of our named executive officers; |
| • | FOR the approval, on an advisory basis, of a triennial advisory vote on executive compensation; |
AGAINST each of the stockholder proposals.
| • | FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023; and |
| • | AGAINST the stockholder proposal. |
What if other matters come up at the annual meeting?
The items listed on the Notice of Annual Meeting of Stockholders are the only matters that we know will be voted on at the annual meeting. Your proxy gives discretionary authority to the persons named on the proxy card to vote on other matters. On such other business as may properly come before the meeting, your shares will be voted in the discretion and judgment of the proxy holder.
Who has been nominated for election as directors at the annual meeting?
The boardBoard of directorsDirectors has nominated thirteen directors for election, all of whom are currently serving on our boardBoard of directors.Directors. The thirteen directors who have been nominated by the boardBoard of directorsDirectors and agreed to serve as directors are Ms. Goodman and Messrs. Conn, Jacobson, Maffei, Markley, Merritt, Meyer, Miron, Newhouse, Nair, Ramos, Rutledge and Zinterhofer.
Charter Communications | 1 | 2023 Proxy Statement
Who can vote at the annual meeting?
As of the close of business on February 25, 202224, 2023 (the “Record Date”), a total of 191,492,681169,115,655 shares of Class A common stock, including Charter Communications Holdings, LLC (“Charter Holdings”) common units on an as-if-exchanged basis,
Charter Communications | 1 | 2022 Proxy Statement
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.share, representing 151,146,796 votes. Advance/Newhouse Partnership (“A/N”) holds one share of our Class B common stock, which is entitled to a number of votes equal to the number of shares of Class A common stock into which the Charter Holdings common units held by A/N may be exchanged.exchanged, or 17,968,859 votes. The enclosed proxy card indicates the number of Class A shares that our records show you are entitled to vote. There are no other classes of common stock outstanding.
What is the difference between being a stockholder of record and a beneficial owner?
You are a stockholder of record if at the close of business on the Record Date your shares were registered in your name with Computershare Shareowner Services, our transfer agent and registrar.
You are a beneficial owner if at the close of business on the Record Date, your shares were held by a brokerage firm or other nominee and not directly in your name, but are held in “street name.” As the beneficial owner of your shares, you have the right to direct your broker or other nominee how to vote your shares, i.e., for or against the proposals to be considered at the annual meeting. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. See, “What if I do not provide instructions on how to vote my shares?” below.
What do I do if my shares are held in “street name”?
If your shares are held in the name of your broker or other nominee, you should return your proxy in the envelope provided by your broker or nominee or instruct the person responsible for holding your shares to execute a proxy on your behalf. In either case, your shares will be voted according to your instructions.
What if I do not provide instructions on how to vote my shares?
If you are a stockholder of record and you submit a proxy, but do not provide voting instructions, your shares will be voted for“FOR” the election of each of the Company’s director nominees on proposal 1, “FOR” the Company’sproposals 2 and 4, for “3 Years” on proposal as described above3 and “AGAINST” each of the stockholder proposals.proposal.
If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee has discretionary authority to vote for certain proposals, but not others pursuant to the rules of NASDAQ and the Securities and Exchange Commission (“SEC”). Brokers and other nominees have the discretion to vote on routine matters such as Proposal 2,proposal 4, but not on non-routine matters such as Proposalsproposals 1, or2, 3 through 7.and 5. Therefore, if you do not provide voting instructions to the broker or nominee that holds your shares, the broker or nominee may only vote for Proposal 2proposal 4 and any other routine matters properly presented for a vote at the annual meeting.
What is the quorum required for the meeting?
We will hold the annual meeting if holders of shares having a majority of the voting power of Charter’s capital stock as of the Record Date either sign and return their proxy cards, vote via the Internet or attend the meeting. If you sign and return your proxy card or vote via the Internet, your shares will be counted to determine whether we have a quorum, even if you fail to indicate your vote.
Abstentions and broker “non-votes” will be counted as present for purposes of determining whether a quorum exists at the annual meeting.
How are broker non-votes and abstentions treated?
If an executed proxy is returned by a broker holding shares in street name that indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters (a broker non-vote), such shares will be considered present at the meeting for purposes of determining a quorum on all matters, but will not be considered to be votes cast with respect to such matters.
Charter Communications | 2 | 2023 Proxy Statement
A stockholder may vote to “abstain” on any of the proposals. If you vote to “abstain,”“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 matters.matter. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes cast in connection with each proposal.proposal other than proposal 3, and only “3 Years,” “2 Years” and “1 Year” votes are counted for purposes of determining the votes cast in connection with proposal 3.
Charter Communications | 2 | 2022 Proxy Statement
With respect to each of the proposals, broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the annual meeting. In addition, because they do not count as votes cast, assuming a quorum is present, abstentions from voting, broker non-votes or a stockholder’s other failure to vote will have no effect on the applicable proposal.
In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice of Internet Availability of Proxy Materials.
What is the vote required for the proposals on the agenda?
The affirmative vote of the holders of a majority of the votes cast is required for approval of the matters in Proposalsproposals 1 through 7.5. With respect to proposal 3, the Board expects to be guided by the voting option that receives the greatest number of votes, even if that alternative does not receive a majority. Abstentions and broker non-votes are not considered votes cast. Accordingly, assuming a quorum is present, abstentions, broker non-votes and a stockholder’s other failure to vote will have no effect on the outcome of the applicable proposal.
What are my choices in the proposalsfor each proposal on the agenda?
On Proposalproposal 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 Proposalsproposals 2, through 74 and 5 you can vote “FOR” a proposal voteor “AGAINST” a proposal, or you can abstain from voting. On proposal 3, you can vote for “3 Years,” “2 Years” or “1 Year,” or you can abstain from voting.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card. Sign and date the proxy card and mail it back to us in the enclosed envelope. If you receive more than one proxy card it may mean that you hold shares in more than one account. Sign and return all proxy cards to ensure that all of your shares are voted. The proxy holder named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card but do not indicate your vote, the proxy holder will vote on your behalf “FOR” each of the director nominees on proposal 1, “FOR” proposals 2 and the Company4, for “3 Years” on proposal as noted above3 and “AGAINST” each of the stockholder proposalsproposal 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 25, 2022.24, 2023. Please refer to your voting instruction form and/or your proxy card for specific voting instructions. If you vote this year’s proxy via the Internet, you may also elect to receive future proxy and other materials electronically by following the instructions when you vote. Making this election will save the Company the cost of producing and mailing these documents.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote at the annual meeting, you can change your vote either by giving our Corporate Secretary a written notice revoking your proxy card, or by signing, dating and submitting a new later-dated proxy card via the Internet, by
Charter Communications | 3 | 2023 Proxy Statement
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.
As part of our precautions regarding COVID-19, we are planning for the possibility that the Company will change the location of the annual meeting so that it is held solely by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website, and filed with the SEC as additional proxy material.
Charter Communications | 3 | 2022 Proxy Statement
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 boardBoard of directorsDirectors is soliciting your vote. In addition, we retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with our 20222023 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, 20th20th 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 CommissionSEC 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 | 20222023 Proxy Statement
Proposal No. 1: Election of Directors
(Item 1 on Proxy Card)
The size of our boardBoard of directorsDirectors is thirteen, and we currently have thirteen members standing as nominees for election. Proxies cannot be voted for a greater number of persons than the number of nominees named. As set forth in more detail below, the Nominating and Corporate Governance Committee of the boardBoard of directorsDirectors and the boardBoard of directorsDirectors have determined that twelve of our thirteen current directors are independent pursuant to NASDAQ rules.
Each of our directors is elected on an annual basis. The boardBoard of directorsDirectors is soliciting your vote for the directors to be elected at the annual meeting of stockholders. Once elected, each of the directors will hold office until his or her successor is elected, or he or she resigns or is otherwise removed.
In connection with Mr. Rutledge’s transition to the role of Executive Chairman of the Company and the Board of Directors (“Executive Chairman”) and Mr. Winfrey’s appointment as President and Chief Executive Officer effective December 1, 2022, Mr. Rutledge agreed to serve as Executive Chairman through November 30, 2023, at which time he will step down from his position as the Executive Chairman of the Company and the Board, and Mr. Winfrey will be appointed to the Board of Directors on or before December 31, 2023.
Under the Second Amended and Restated Stockholders Agreement, dated May 23, 2015, among Charter, Liberty Broadband Corporation (“Liberty Broadband”), A/N and the former Charter Communications, Inc. (the “Stockholders Agreement”), and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Pursuant to the Stockholders Agreement, Mr. Rutledge was also offered and accepted the role of Chairman and Chief Executive Officer (“CEO”) of the Company. Under the Stockholders Agreement, Liberty Broadband currently has the right to designate three directors as nominees for Charter’s boardBoard of directorsDirectors and A/N currently has the right to designate two directors as nominees for Charter’s boardBoard of directors.Directors. Of our current directors, Messrs. Maffei, Meyer and Nair were designated by Liberty Broadband and Messrs. Miron and Newhouse were designated by A/N.
THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE DIRECTOR NOMINEES.
Information about the Director Nominees
The following information concerns the thirteen individuals who have been nominated by the boardBoard of directorsDirectors for election by the stockholders. Each of the following individuals currently serves as a director.
Directors | Position(s) | |
Thomas M. Rutledge | ||
Eric L. Zinterhofer | Lead Independent Director | |
W. Lance Conn | Director | |
Kim C. Goodman | Director | |
Craig A. Jacobson | Director | |
Gregory B. Maffei | Director | |
John D. Markley, Jr. | Director | |
David C. Merritt | Director | |
James E. Meyer | Director | |
Steven A. Miron | Director | |
Balan Nair | Director | |
Michael A. Newhouse | Director | |
Mauricio Ramos | Director |
Charter Communications | 5 | 20222023 Proxy Statement
Thomas M. Rutledge Executive Chairman Committees: None
|
Biographical Information:
Mr. Rutledge has been the Executive Chairman of the |
Skills and Qualifications:
Mr. Rutledge’s qualifications to sit on Charter’s
|
Eric L. Zinterhofer Lead Independent Director Age: Committees: Compensation and Benefits, Nominating and Corporate Governance,
|
Biographical Information:
Mr. Zinterhofer has been the Lead Independent Director of Charter’s |
Skills and Qualifications:
Mr. Zinterhofer’s qualifications to sit on Charter’s
|
Charter Communications | 6 | 20222023 Proxy Statement
W. Lance Conn Independent Director Age: Committees: Compensation and Benefits (Chair),
|
Biographical Information:
Mr. Conn is a businessman, investor and conservationist. From July 2004 to May 2009, Mr. Conn served as the President of Vulcan Capital, the investment arm of Vulcan, Inc. Prior to Vulcan, Mr. Conn was employed by America Online, Inc. from March 1996 to May 2003. From September 1994 to February 1996, Mr. Conn was an attorney with Shaw, Pittman, Potts & Trowbridge LLP in Washington, D.C. Mr. Conn was previously a director of Plains All American Pipeline, L.P. and Vulcan Energy Corporation, where he served as chairman. Mr. Conn also previously served as a director of the Seattle Seahawks, the Portland Trailblazers and Oxygen Media, and as an advisor to Makena Capital Management and Global Endowment Management. Mr. Conn holds a J.D. degree from the University of Virginia, a M.A. degree in history from the University of Mississippi and a B.A. degree in history from Princeton University. |
Skills and Qualifications:
Mr. Conn’s qualifications to sit on Charter’s
|
Kim C. Goodman Independent Director Age: Committees: Audit
|
Biographical Information:
Ms. Goodman |
Skills and Qualifications:
Ms. Goodman’s qualifications to sit on Charter’s
|
Charter Communications | 7 | 20222023 Proxy Statement
Craig A. Jacobson Independent Director Age: Committees: Nominating and Corporate Governance
|
Biographical Information:
Mr. Jacobson is a founding partner at the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & |
Skills and Qualifications:
Mr. Jacobson’s qualifications to sit on Charter’s
|
Gregory B. Maffei Independent Director Age: 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 |
Skills and Qualifications:
Mr. Maffei’s qualifications to sit on Charter’s
|
Charter Communications | 8 | 20222023 Proxy Statement
John D. Markley, Jr. Independent Director Age: Committees: Nominating and Governance (Chair), Audit
|
Biographical Information:
Mr. Markley is Managing Director of Bear Creek Capital, an investment firm focused on public and private companies in the communications, media and technology industries. Mr. Markley also is a partner at New Amsterdam Growth Capital. From 1996 to 2009, Mr. Markley was a partner at Columbia Capital, a venture capital firm, where he served on the board of numerous private companies. Mr. Markley is a director of Interdigital, Inc. where he serves as the Chair of its governance committee and member of its compensation committee. Mr. Markley previously served as Chairman of the Board of BroadSoft, Inc. until its acquisition by Cisco Systems, Inc. in February 2018 where he also served on the compensation committee, and as a director of Millennial Media, Inc. from July 2006 to May 2014. Mr. Markley also is currently a director of numerous private companies in the communications, media and technology industries. Mr. Markley received a B.A. degree from Washington & Lee University and an M.B.A degree from Harvard Business School. |
Skills and Qualifications:
Mr. Markley’s qualifications to sit on Charter’s
|
David C. Merritt Independent Director Age: 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
|
Charter Communications | 9 | 20222023 Proxy Statement
James E. Meyer Independent Director Age: 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
|
Steven A. Miron Independent Director Age: Committees: Compensation and Benefits
|
Biographical Information:
Mr. Miron is the Chief Executive Officer of Advance/Newhouse Partnership, a |
Skills and Qualifications:
Mr. Miron’s qualifications to sit on Charter’s
|
Charter Communications | 10 | 20222023 Proxy Statement
Balan Nair Independent Director Age: 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
|
Michael A. Newhouse Independent Director Age: Committees: Nominating and Corporate Governance, Finance
|
Biographical Information:
Mr. Newhouse is a co-president at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, which produces high quality content in a variety of media formats, including print, digital and video, for global audiences; Advance Local, |
Skills and Qualifications:
Mr. Newhouse’s qualifications to sit on Charter’s
|
Charter Communications | 11 | 20222023 Proxy Statement
Mauricio Ramos Independent Director Age: Committees: Compensation and Benefits
|
Mr. Ramos has been the Chief Executive Officer of Millicom International Cellular S.A. (“Millicom”), a Luxembourg public liability company traded on the Stockholm and U.S. NASDAQ stock exchange since April 2015 and was elected as an Executive Director in June 2020. Millicom is a leading telecommunications and media company dedicated to emerging markets in Latin America and Africa. Before joining Millicom, he was President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile and President of Liberty Puerto Rico. Throughout this period he has successfully developed both mobile and broadband businesses in Latin America, delivering solid operational improvement and outstanding financial results. In 2021 Mr. Ramos was elected as Chair of the U.S. Chamber’s U.S. Colombia Business Council (“USCBC”) and he also joined the Broadband Commission for Sustainable Development as a Commissioner and the INCAE business school Presidential Advisory Council. He is also the Chair of the Digital Communications Industry Community of the World Economic Forum. Mr. Ramos sat on the GSMA Board of Directors from 2017-2019. He has also served as Director of the Biennal of the Americas from 2012 to 2015, Director of Columbus Networks from 2013 to 2014, and Director of the American Chamber of Commerce in Chile from 2007-2011, among various other roles. He is a citizen of the United States and Colombia and received a degree in Economics, a degree in Law, and a postgraduate degree in Financial Law from Universidad de los Andes in Bogota. |
Skills and Qualifications:
Mr. Ramos’ qualifications to sit on Charter’s
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Board of Directors and Committees of the Board of Directors
Our boardBoard of directorsDirectors meets regularly throughout the year on an established schedule. The boardBoard 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 2021,2022, which all of the directors attended. Members of the boardBoard of directorsDirectors are encouraged to attend the annual meeting each year. In 2021,2022, the full boardBoard of directorsDirectors held twelvesixteen meetings and acted three times by unanimous written consent. All directors attended 75% or more of the aggregate meetings of the boardBoard and of the boardBoard committees on which they served during 2021.2022.
The boardBoard of directorsDirectors delegates authority to act with respect to certain matters to boardBoard committees whose members are appointed by the boardBoard of directors.Directors. The current standing committees of the boardBoard of directorsDirectors are the following: Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee, Section 162(m) Committee and Finance Committee. The Audit, Compensation and Benefits, Nominating and Governance and Finance Committees each have a charter that is available on the “Investor Relations” section of our website at ir.charter.com.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 2021,2022, the Audit Committee members consisted of Messrs. Merritt and Markley and Ms. Goodman. Mr. Merritt is Chairman of the Audit Committee. Charter’s boardBoard of directorsDirectors 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 boardBoard of directorsDirectors in 20212022 to be independent in accordance with the listing standards of NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met four times in 2021 and acted two times by unanimous written consent during 2021.2022.
The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company. During 2021,2022, Messrs. Conn, Maffei, Miron, Ramos and Zinterhofer served on the Compensation and Benefits Committee. Mr. Conn served as the Chairman of the Compensation and Benefits Committee during 2021.2022. All members of the Compensation and Benefits Committee were determined by the boardBoard of directorsDirectors in 20212022 to be independent in accordance with the listing standards of NASDAQ and Rule 10C of the Exchange Act. The Compensation and Benefits Committee met sevensix times during 2021.2022.
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The Nominating and Corporate Governance Committee oversees corporate governance, including recommending boardBoard and committee nominations, overseeing the Corporate Governance Guidelines, reviewing and reporting to the boardBoard as to director independence and overseeing environmental, social and governance matters. The Nominating and Corporate Governance Committee considers director candidates proposed by stockholders if adequate information is submitted in a timely manner (see “Nomination and Qualifications of Directors” below). During 2021,2022, Messrs. Markley, Jacobson, Meyer, Jacobson, 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 boardBoard in 20212022 to be independent in accordance with the listing standards of NASDAQ. The Nominating and Corporate Governance Committee considers candidates proposed by stockholders if adequate information is submitted in a timely manner (see “Nomination and Qualifications of Directors” below). The Nominating and Corporate Governance Committee met four times in 2021.
The Section 162(m) Committee reviews the Company’s compensation for purposes of qualifying as performance-related compensation and thus meeting the provisions under Internal Revenue Code Section 162(m) for deductibility. In 2021, the Section 162(m) Committee was comprised of Messrs. Conn and Zinterhofer. In 2021, this committee acted two times by unanimous written consent.2022.
The Finance Committee reviews the Company’s financing activities and approves the terms and conditions of certain financing transactions, in consultation with the Company’s legal and financial advisors. During 2021,2022, Messrs. Conn, Maffei, Merritt, Newhouse and Zinterhofer served on the Finance Committee. The Finance Committee met one time and acted eleven times by unanimous written consent during 2021.
In addition to the standing committees described above, from time to time, the boardBoard of directorsDirectors may create “ad hoc” committees for specific projects or transactions. Ad hoc committees met one time and acted seventeen times by unanimous written consent in 2021, allduring 2022 related to the Company’s stock buyback arrangements with each of A/N and Liberty Broadband.
The Company’s Nominating and Corporate Governance Committee of the board of directors and the boardBoard of directorsDirectors have determined that a majority of the thirteen current directors are independent. The Nominating and Corporate Governance Committee and the boardBoard of directorsDirectors 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 boardBoard of directorsDirectors 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 wouldmay not be considered independent under SEC rules for Audit Committee membership purposes. Similarly, the Nominating and Corporate Governance Committee and the boardBoard of directorsDirectors 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 wouldmay not be considered independent under SEC rules for Audit Committee membership purposes. The Nominating and Corporate Governance Committee and the boardBoard of directorsDirectors further determined that Messrs. Maffei, Meyer, Miron, Nair and Newhouse’s designation as nominees by, or relationship with, a stockholder of the Company does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation and Benefits Committee membership purposes. Mr. Rutledge is the Executive Chairman and CEO 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 boardBoard of directors,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 boardBoard membership to be considered by Charter’s boardBoard of directorsDirectors 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 boardBoard of directorsDirectors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the board)Board) will be one of the many elements considered in evaluating candidates. Further, the boardBoard of directorsDirectors and the Nominating and Corporate Governance Committee believe that it is important that boardBoard members represent diverse viewpoints. In considering candidates for the boardBoard of directors,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 boardBoard member and other special skills that complement or supplement the skill sets of current directors.
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We believe that the boardBoard of directorsDirectors 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;
| • | Nine directors have experience and demonstrated expertise in managing large, complex organizations, such as serving as CEOs or next-level executives of a significant company or organization; |
Four directors have significant financial, accounting or other risk management expertise;
| • | Four directors have significant financial, accounting or other risk management expertise; |
Two directors have significant technology and product development experience; and
Eleven directors have experience on one or more boards of other significant public or nonprofit organizations.Charter Communications | 13 | 2023 Proxy Statement
| • | Two directors have significant technology and product development experience; and |
| • | Eleven directors have experience on one or more boards of other significant public or nonprofit organizations. |
In addition, we believe that all of our directors have the following attributes that positively contribute to our boardBoard of directors:Directors:
Experience with video, internet, telephone, wireless or media businesses;
| • | Experience with video, internet, telephone, wireless or media businesses; |
Experience with significant transactions, including financings, investments and acquisitions;
| • | Experience with significant transactions, including financings, investments and acquisitions; |
Judgment, skill, integrity and reputation; and
| • | Judgment, skill, integrity and reputation; and |
| • | Diversity of life experiences and backgrounds, as well as gender and ethnic diversity. |
Diversity of life experiences and backgrounds, as well as gender and ethnic diversity.
In January 2016, Charter entered into a memorandum of understanding (the “MOU”) with leaders of several leading national civic organizations that took effect upon the closing of the Transactions (as defined below). The MOU identifies specific diversity initiatives and establishes a plan of action to guide the collaborative efforts of the Company and a wide array of diverse civic and leadership organizations. As part of the MOU, Charter committed to a number of concrete actions, including appointing at least oneAt this time, our Board includes an African American onewoman, an Asian American/Pacific Islander and onea Latino AmericanAmerican. In 2022, the Nominating and Corporate Governance Committee continued to develop its newly formed boardpipe-line of directors within two yearspotential diverse director candidates in the event an opening occurs on the Board of Directors, with the closeexpectation and plan that the next opening would be filled by a woman candidate with the exception of a Liberty Broadband or A/N nominee or the Transactions. Charter has met this commitment.Company’s Chief Executive Officer.
In recent years, some investors have expressed concerns about the number of outside public company boards that certain highly sought-after directors serve on. The Nominating and Corporate Governance Committee considers all aspects of each director’s contributions, skills and dedication to ensure that each remains an effective director for the Company. The boardBoard 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,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 ours,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 boardBoard 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 boardBoard of directorsDirectors for the Board to consider as nominees. The boardBoard of directorsDirectors will consider those individuals if adequate information is submitted in a timely manner (see “Stockholder Proposals for 20232024 Annual Meeting” below for deadline requirements) in writing to the boardBoard of directorsDirectors at the Company’s principal executive offices, in care of the General Counsel.
In July 2018, Dr. John C. Malone retired from the boardBoard of directors,Directors, but continues to serve as a director emeritus. As a director emeritus, Dr. Malone continues to attend board of directorBoard meetings, but does not have a vote on matters presented. Dr. Malone previously served on the boardBoard of directorsDirectors as a designee of Liberty Broadband under the terms of the Stockholders Agreement.
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The table below provides certain information with respect to the composition of Charter’s boardBoard of directors.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 25, 2022) |
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Board Diversity Matrix (as of January 24, 2023) | Board Diversity Matrix (as of January 24, 2023) |
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Total Number of Directors: | 13 | 13 | ||||||||||||||||||||||||||||||
| Female | Male | Non-Binary | | Did Not Disclose Gender |
| Female | Male | Non-Binary | | Did Not Disclose Gender | | |||||||||||||||||||||
Part I: Gender Identity | Part I: Gender Identity |
| Part I: Gender Identity |
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Directors | 1 | 12 | 1 | 12 | ||||||||||||||||||||||||||||
Part II: Demographic Background | Part II: Demographic Background |
| Part II: Demographic Background |
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African American or Black | 1 | 1 | ||||||||||||||||||||||||||||||
Alaskan Native or Native American | ||||||||||||||||||||||||||||||||
Asian | 1 | 1 | ||||||||||||||||||||||||||||||
Hispanic or Latinx | 1 | 1 | ||||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||||||||||||||||||||
White | 10 | 10 | ||||||||||||||||||||||||||||||
Two or More Races or Ethnicities | ||||||||||||||||||||||||||||||||
LGBTQ+ | 0 | |||||||||||||||||||||||||||||||
LGBTQ | 0 | |||||||||||||||||||||||||||||||
Did Not Disclose Demographic Background | 0 | 0 | ||||||||||||||||||||||||||||||
Governance Impacts of TWC and Bright House TransactionsUnder 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. Pursuant to the Stockholders Agreement, Mr. Rutledge was also offered and accepted the role of Chairman and CEO of the Company. Two designees selected by A/N are members of the boardBoard of directorsDirectors of Charter and three designees selected by Liberty Broadband are members of the boardBoard of directorsDirectors 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 boardBoard of directors,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 BenefitBenefits Committee each
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have at least a majority of directors independent from A/N, Liberty Broadband and the Company (referred to as the “unaffiliated directors”).Company. Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not
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designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. Neither A/N nor Liberty Broadband has designated a director to serve on the Audit Committee, but each has designated a director to serve in an observer role on the Audit Committee. A/N and Liberty Broadband also have certain other committee designation and governance rights.
Under the Stockholders Agreement, Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the Nominating and Corporate Governance Committee of the boardBoard of directors,Directors, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the directors not designated by either A/N or Liberty Broadband, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to any such directors.
Board Leadership Structure, Company Strategy and Risk Oversight
Mr. Rutledge is the Executive Chairman of the board of directors and Mr. Zinterhofer is the Lead Independent Director. AlthoughMr. Winfrey, the Company previously separated the roles of CEO and Chairman of the board, in connection with the negotiation of the Transactions, the Company determined that it was in the best interest of the combined company to combine the roles. The ChairmanPresident and CEO, is responsible for setting the strategic direction for the Company in consultation and with the necessary approvals of the Board of Directors, and is responsible for the day to day leadership and performance of the Company, while theCompany.
The Lead Independent Director consults with the Executive Chairman, and CEO and presides over meetings of the boardBoard of directorsDirectors when the Executive Chairman and CEO is not present as well as providingand executive sessions of independent directors, and provides leadership for the non-A/N and non-Liberty Broadband directors. The Lead Independent Director serves as a liaison between the independent directors and the Executive Chairman and the President and CEO and has authority to call meetings of the independent directors. The Lead Independent Director leads the Board’s annual evaluation of the Executive Chairman and the President and CEO’s performance. If requested, the Lead Independent Director is available for consultation and direct communication with major stockholders and regulators under appropriate circumstances. The Lead Independent Director also monitors and coordinates with management on corporate governance issues and developments.
Every year, the Nominating and Corporate Governance Committee reviews and makes a recommendation on the appropriate governance framework for boardBoard leadership. The Committee takes into consideration governance best practices and the facts and circumstances of our board.Board. In connection with this process, the Company determined that boardBoard leadership is best provided through the combination of a unifiedan Executive Chairman, and CEO, a clearly defined and significant lead independent directorLead Independent Director role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors. The boardBoard 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 high-capacity, two-way telecommunicationscommunications 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 sports and high-quality originalsports programming to our customers through Spectrum Networks and Spectrum Originals.Networks.
The Board discusses and advises management with respect to the Company’s strategies to effectively operate within each of our service areas. These discussions support our core strategy, which is to usefocuses on the evolution of our network, to deliverexpansion of our footprint, and the execution of high quality productsoperations, 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 competitivehighly attractive prices, combinedtogether with outstanding customer service. This strategy, combined with simple, easy to understand pricing and packaging, is central to our goal of growing our customer base while selling more of our core connectivity services, which include both fixed and mobile Internet, video and voice services, to each customer. We execute this strategy by managing our operations in a consumer-friendly, efficient and cost-effective manner. Our operating strategy includes insourcing nearly all of our customer care and field operations workforces, which results in higher quality customer service. While an insourced operating model can increase the field operations and customer care costs associated with individual service transactions, the higher quality nature of insourced labor service transactions significantly reduces the volume of service transactions per customer, more than offsetting the higher investment made in each insourced service transaction. As we reduce the number of service transactions and recurring costs per customer relationship, we continue to provide our customers with products and prices that we believe provide more value than what our competitors offer. The combination of offeringOffering high quality, competitively priced products and outstanding service allows us to increase both increase the number of customers we serve over our fully deployed network and to increase 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, resultingwhich 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 Lead Independent Director with no membermembers of management present. Non-management directors use these
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executive sessions to discuss matters of concern, as well as evaluations of the CEO and senior management, management and boardBoard successions, matters to be included on boardBoard agendas, and additional information the boardBoard would like management to provide to them.
The chairs and all members of the boardBoard 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 boardBoard of directorsDirectors 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 boardBoard of directorsDirectors 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 boardBoard and committee nominations and the Corporate Governance Guidelines and determining director independence. The full Board of Directors oversees the Company’s lobbying activities, which are managed by our Government Affairs team reporting directly to the Executive Chairman. The Board has delegated authority and responsibility for state and local campaign contributions to the Executive Chairman in consultation with the Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. The Board annually receives a report on lobbying activities from the head of Government Affairs during one of its quarterly, in-person meetings, as well as quarterly updates on legislative and regulatory activities.
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 2021,2022, we engaged in constructive dialogue with our leading institutional stockholders. We reached out to and offered to have discussions with our 15 largest stockholders holding approximately 73% of the shares of our outstanding stock. We also engaged with stockholders who contacted us requesting engagement and offered to engagehave engaged with the stockholdersstockholder who havehas submitted proposalsa proposal for consideration at the 20222023 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 periodicallyregularly throughout the year. In addition, the Nominating and Corporate Governance Committee was provided an overview of governance positions of certain institutional investors that are proactive on governance matters. 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.
ESG Reporting. In response to discussions with stockholders regarding the importance of environmental, social and governance (“ESG”) oversight and reporting to stockholders, the Company issued an ESG report in April 2021. The ESG report described the Company’s policies, performance and improvement targets related to ESG. As part of this process, the Company adopted a performance target related to greenhouse gas emissions. The Company expects to update the report before the date of the 2022 annual stockholders’ meeting. We will continue to engage internal and external stakeholders in ESG discussions, reviewing the initiatives of other companies, reviewing ESG ratings and disclosure guidelines, and reviewing the means and opportunities for further carbon emission reductions in the future. The Company also responded to the CDP (formerly the Carbon Disclosure Project) questionnaire for a private score in 2021, and expects to respond to the CDP questionnaire again in 2022.
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Board Diversity. Our Corporate Governance Guidelines reflect our commitment to diversity and provide that a candidate’s contribution of diversity to the boardBoard of directorsDirectors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the board) will be one of the many elements to be considered in evaluating candidates. At this time, our Board includes an African American woman, an Asian American/Pacific Islander and a Latino American. In 2021,2022, the Nominating and Corporate Governance Committee began identifyingcontinued to develop its pipe-line of potential diverse director candidates so a pipe-line is in place in casethe event an opening occurs on the Board of Directors, with the expectation and plan that the next opening that is notwould be filled by a woman candidate with the exception of a Liberty Broadband or A/N nominee or the Company’s Chief Executive Officer.
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ESG Reporting / GHG Reduction Target. In response to discussions with stockholders regarding the importance of environmental, social and governance (“ESG”) oversight and reporting to stockholders, the Company issued its first ESG Report in April 2021 describing the Company’s policies, performance and improvement targets related to ESG including the Company’s target to be carbon neutral by 2035. The Company issued its 2021 ESG Report in March 2022. We will continue to engage internal and external stakeholders in ESG discussions, reviewing the initiatives of other companies, reviewing ESG ratings and disclosure guidelines, and reviewing the means and opportunities for further carbon emission reductions in the future.
Lobbying Activities. Our Company makes significant disclosures regarding lobbying and political contributions, and our Board believes that these current disclosures are appropriate and consistent with the objectives of transparency and accountability reflected in the proposal. During our engagement discussions, some stockholders indicated they would be filledappreciate increased disclosure describing the Company’s management and oversight of lobbying activities. In this regard, our Government Affairs team manages the Company’s lobbying activities and reports directly to the Executive Chairman, with oversight from the full Board of Directors. The Board has delegated authority and responsibility for state and local campaign contributions to the Executive Chairman in consultation with the Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. The Board annually receives a report on lobbying activities from the head of Government Affairs during one of its quarterly, in-person meetings, as well as quarterly updates on legislative and regulatory activities. The Company maintains a public policy website that sets out the Company’s views as to regulatory and other policy issues around our business. Those are the public policy issues we focus upon through our government affairs efforts.
We have received a stockholder proposal regarding lobbying activities in each of the last two years, similar to the stockholder proposal regarding lobbying activities contained in this proxy statement. The proposal requests that the Company prepare an annual report disclosing the Company’s policies and procedures governing lobbying, payments by the Company for lobbying, membership in organizations that prepare model legislation and a woman candidate.description of management’s decision-making process regarding, and the board’s oversight of, lobbying activities. Our position on the lobbying activities proposal is set forth in greater detail under the description of the proposal in this proxy statement.
Director Overboarding. In recent years, some investors have expressed concerns about the number of outside public company boards that certain highly sought-after directors serve on. In addition, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. The boardBoard 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 boardBoard 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,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 ours,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 boardBoard and firmly believes that he will continue to provide the Company with the necessary time and attention to make him an effective director.
Other topics frequently raised during our stockholder engagements regarded executive compensation and advisory say-on-pay votes, and EEO-1 disclosure lobbying, and the CEO/Chairman role. Each of those topics have been raised by the stockholder proposals being considereddiversity, equity and inclusion reporting. This year, stockholders will be asked to consider two advisory votes relative to executive compensation at the annual meeting,meeting. One will address the executive compensation as described in the Compensation Discussion and Charter’s positionsAnalysis and the other will address the frequency of advisory votes on the Company’s executive compensation. The EEO-1 disclosure and diversity, equity and inclusion reporting topics were raised by two stockholder proposals originally submitted for consideration at the 2023 annual stockholders’ meeting. We engaged with the stockholders who submitted those proposals are set forth underand 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 of the description of the proposals in this proxy statement.stockholder proposal proponent agreed to withdraw its proposal. We take seriously the views of our stockholders and took into consideration all the various input we received, and intend to continue our stockholder engagement efforts in 2022.2023.
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Stockholder Contact with Directors
Individuals may communicate directly with members of the boardBoard of directorsDirectors or members of the board’sBoard’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 boardBoard of directors.Directors. Members of the boardBoard may at any time request copies of any such correspondence. Communications may be addressed to the attention of the boardBoard of directors,Directors, a standing committee of the boardBoard of directors,Directors, or any individual member of the boardBoard of directors or a committee.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.
20212022 Director Compensation
The non-employee director compensation package for 20212022 included an annual retainer of $120,000 in cash or equity.equity as elected by each director. The non-employee director compensation package also included an annual award of $180,000$200,000 in restricted stock, except with respect to the Lead Independent Director, who received an annual award of $330,000$350,000 in restricted stock. In addition to these annual retainers, under the non-employee director compensation package, the Audit Committee chair receives $30,000 per year, the Compensation and Benefits Committee chair receives $25,000 per year, and the Nominating and Corporate Governance Committee chair receives $20,000 per year. Each Audit Committee member (including the chair) receives $30,000 per year, each Compensation and Benefits Committee member (including the chair) receives $25,000 per year, each Finance Committee member receives $20,000 per year and each Nominating and Corporate Governance Committee member (including the chair) receives $20,000 per year. Mr. Rutledge, Charter’s Executive Chairman, and CEO, was the only current director who was also an employee during 2021.2022.
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The following table sets forth information regarding the compensation paid or issued to those non-employee members of the boardBoard of directorsDirectors listed below for services rendered for the fiscal year ended December 31, 2021.2022.
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | ||||||||||||||||||
W. Lance Conn | 190,000 | 179,941 | 369,941 | 190,000 | 199,865 | 389,865 | ||||||||||||||||||
Kim C. Goodman | 30,000 | 299,683 | 329,683 | 30,000 | 319,586 | 349,586 | ||||||||||||||||||
Craig Jacobson | 20,000 | 299,683 | 319,683 | 20,000 | 319,586 | 339,586 | ||||||||||||||||||
Gregory B. Maffei | 45,000 | 299,683 | 344,683 | 45,000 | 319,586 | 364,586 | ||||||||||||||||||
John D. Markley, Jr. | 190,000 | 179,941 | 369,941 | 190,000 | 199,865 | 389,865 | ||||||||||||||||||
David Merritt | 200,000 | 179,941 | 379,941 | 200,000 | 199,865 | 399,865 | ||||||||||||||||||
James E. Meyer | 140,000 | 179,941 | 319,941 | 140,000 | 199,865 | 339,865 | ||||||||||||||||||
Steven A. Miron | 25,000 | 299,683 | 324,683 | 25,000 | 319,586 | 344,586 | ||||||||||||||||||
Balan Nair | — | 299,683 | 299,683 | — | 319,586 | 319,586 | ||||||||||||||||||
Michael A. Newhouse | 160,000 | 179,941 | 339,941 | 160,000 | 199,865 | 359,865 | ||||||||||||||||||
Mauricio Ramos | 145,000 | 179,941 | 324,941 | 64,534 | 319,586 | 384,120 | ||||||||||||||||||
Eric Zinterhofer | 65,000 | 449,524 | 514,524 | 65,000 | 469,485 | 534,485 | ||||||||||||||||||
| (1) | Cash compensation to the directors is paid in advance on a quarterly basis. In addition to the annual retainer, Mr. Conn received payments for his service as the Compensation and Benefits Committee chair, as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. Ms. Goodman elected to receive her annual retainer in equity for |
Charter Communications | 19 | 2023 Proxy Statement
| elected to receive his annual retainer in equity for |
| (2) | Represents the grant date fair value of restricted stock grants for directors, which were granted on April |
Our executive officers for purposes of Section 16 of the Exchange Act, and our other Executive Vice Presidents as of the date hereof, listed below, are elected by the boardBoard of directorsDirectors annually, and each serves at the pleasure of the boardBoard of directorsDirectors or until his or her successor is elected and qualified or until his or her earlier resignation or removal.
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Executive Officers | Position | |
| President and Chief Executive Officer | |
Thomas M. Rutledge | ||
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Richard J. DiGeronimo | ||
Richard R. Dykhouse | Executive Vice President, General Counsel and Corporate Secretary | |
David G. Ellen | Senior Executive Vice President | |
Jessica M. Fischer | Chief Financial Officer | |
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Kevin D. Howard | Executive Vice President, Chief Accounting Officer and Controller | |
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Information regarding our executive officers, and our other senior company leaders, other than Mr. Rutledge who also serves as a director, is set forth below. Information regarding our other senior company leaders is available on the “Investor Relations” section of our website at ir.charter.com.
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Christopher L. Winfrey President and Chief Executive Officer Age: 47 |
Mr. Winfrey was named President and Chief Executive Officer of the Company in December 2022. He most recently served as Chief Operating Officer since 2021, where he oversaw all cable operations, including marketing, sales, field operations and customer operations, as well as Spectrum Enterprise. Mr. Winfrey joined Charter as Chief Financial Officer in 2010 responsible for Charter’s accounting, financial planning and analysis, procurement, real estate, tax and treasury functions, as well as mergers and acquisitions, capital structure activities and investor relations. Charter added oversight of its fiber-based Spectrum Enterprise business to his CFO responsibilities in 2019, and operational leadership of the residential and SMB Sales and Marketing organization, and Spectrum Community Solutions in February of 2021. Prior to joining Charter, Mr. Winfrey served as Chief Financial Officer of Unitymedia GmbH, Germany’s second-largest cable operator, and as Managing Director for Unitymedia’s cable operations, broadcasting and satellite entities. Earlier in his career, Mr. Winfrey served as Senior Vice President, Corporate Finance and Development at Cablecom, GmbH. He was previously a Director of Financial Planning and Analysis and Director of Operations Services of NTL Incorporated’s continental European operations, and a senior associate in the private equity group at Communications Equity Associates. Mr. Winfrey has spent nearly 25 years in the cable industry, and in 2015 received The Internet & Television Association’s (NCTA) Vanguard Award for Young Leadership. He received a B.S. in accounting and an MBA from the University of Florida.
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Mr. Bickham was appointed Vice Chairman of Charter in October 2021. Mr. Bickham joined Charter as Executive Vice President and COO in 2012 and was named President in July 2016. Mr. Bickham joined Charter from Cablevision, where he served as President of Cable and Communications. Earlier in his career, Mr. Bickham was Executive Vice President for Time Warner Cable with corporate responsibility for several large markets. Mr. Bickham was a founding executive of KBLCOM in 1986, a cable company that partnered with American Television and Communications, a predecessor company of Time Warner Cable. Mr. Bickham was honored with the industry’s Vanguard Award for Cable Operations Management in 2007 and inducted into the Cable Hall of Fame in 2018. He received a B.S. in electrical engineering from Texas A&I, now known as Texas A&M-Kingsville.
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Richard J. DiGeronimo
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Mr. DiGeronimo is Chiefhas been President, Product and Technology Officer at Charter.of the Company since December 2022. Mr. DiGeronimo oversees Charter’s product, engineering, software development and information technology, digital platforms, network operations, advertising sales, business development and programming acquisition organizations. Mr. DiGeronimo joined Charter in 2008 as Vice President of Product Management and has served in several leadership roles, including Senior Vice President of Product and Strategy, Executive Vice President of Product and Strategy, and Executive Vice President, Chief Product Officer. HeOfficer, and he was appointed to his current positionChief Product and Technology Officer in 2019 and leads Charter’s product, engineering, information technology, and business development organizations. In 2021, oversight of Network Operations and Spectrum Reach, Charter’s advertising sales business, were added to his responsibilities.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, the primarya significant fundraiser for the United States Paralympics Ski and Snowboard Teams. He received a BBA from the Ross School of Business at the University of Michigan where he graduated with High Distinction.
Richard R. Dykhouse Executive Vice President, General Counsel and Corporate Secretary Age:
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Mr. Dykhouse has served as Executive Vice President, General Counsel and Corporate Secretary since 2013 having previously beenand General Counsel since 2011. Mr. Dykhouse joined Charter as Vice President, Associate General Counsel and Assistant Secretary in 2006. Mr. Dykhouse joined Charter from CNH Global, N.V. (now CNH Industrial), where he served as Senior Counsel and Assistant Secretary. Before CNH, he was an attorney for Conseco, Inc. (now CNO Financial Group, Inc.) for nearly 10 years, serving in the corporate law group, with his last position as Senior Vice President, General Counsel since January 2011 and a Vice President of Charter from 2006 to 2011.Legal. Mr. Dykhouse received a bachelor’s degree in finance from Olivet Nazarene University, an M.B.A. from Indiana University and a J.D. degree from Indiana University Robert H. McKinney School of Law.
David G. Ellen Senior Executive Vice President Age:
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Mr. Ellen joined Charter as Senior Executive Vice President in 2016. Mr. Ellen oversees several business and corporate functions including Programming, Spectrum Networks, Spectrum Originals, Human Resources, Communications, Diversity & Inclusion, Spectrum Community Impact programs, Physical Security, and regulatory policy support and compliance.compliance, and legal support for several of those areas. Mr. Ellen joined Charter from Cablevision, where he served as Executive Vice President and General Counsel. Before Cablevision, Mr. Ellen served as Deputy General Counsel at IAC, the multi-brand media and internet company. Earlier in his career, Mr. Ellen worked at the Federal Communications Commission and before that was a law clerk for now retired Justice Sandra Day O’Connor at the U.S. Supreme Court. He also clerked for Justices Stephen Breyer and Ruth Bader Ginsburg when they were each on the U.S. Court of Appeals. He received a B.A. from Harvard College, a law degree from Harvard Law School, where he was President of the Harvard Law Review, and a master’s degree from Cambridge University, where he was a Marshall Scholar.
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Jessica M. Fischer Chief Financial Officer Age:
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Ms. Fischer was named Chief Financial Officer of Charter in October 2021. Ms. Fischer oversees Accounting, Finance, Tax and Risk Management, Procurement, Investor Relations, Internal Audit, and Corporate Budgeting and Planning. Additionally, she manages Charter’s equity and capital markets strategy and execution, as well as M&A and investing activity. Ms. Fischer most recently served as Executive Vice President, Finance and joined Charter as Corporate Treasurer in 2017. Before joining Charter, she was a partner in the National Tax Department at EY where she advised clients on the tax structuring and implementation of partnership transactions primarily in the media and telecommunications space, including advising Charter on its transactions with Time Warner Cable and Bright House Networks in 2016. She is a graduate of Washington University in St. Louis, where she earned a B.S. in business administration in accounting and managerial economics, and a master of science in business administration with a concentration in accounting.
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Mr. Hargis joined Charter as Executive Vice President and Chief Marketing Officer in 2012 responsible for overseeing the company’s sales and marketing strategy and decisions. Mr. Hargis will transition into an advisory role in April 2022, and will retire later this year. Mr. Hargis joined Charter from Cablevision, where he most recently served as Executive Vice President, Marketing. Earlier in his career, Mr. Hargis served in various leadership roles at AT&T. Mr. Hargis served on the board of the Cable & Telecommunications Association for Marketing Educational Foundation from April 2008 to March 2012 and chaired the board from September 2011 to March 2012. He received a B.A. from Otterbein College and an MBA from Wright State University.
Executive Vice President, Chief Accounting Officer and Controller Age:
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Mr. Howard was promoted to his current role asis Executive Vice President, Chief Accounting Officer and Controller at Charter. He joined Charter in July 2019. Prior2002 as Director of Financial Reporting and was promoted to that he served as Senior Vice President — Finance, Controller and Chief Accounting Officer since December 2009. Fromand Controller in 2006. He also served as Interim Chief Financial Officer from August 1, 2010, through October 31, 2010, Mr. Howard served as Interim Chief Financial Officer. From April 2006 to December 2009, Mr. Howard served as Vice President, Controller and Chief Accounting Officer.2010. Mr. Howard is responsible for Charter’s operational and technical accounting, taxes, financial reporting, payables risk management and enterprise resource planning operations. Prior to that, he served as Vice President of Finance from April 2003 until April 2006 and as Director of Financial Reporting since joining Charter in April 2002. Mr. Howard joined Charter from Arthur Andersen LLP, where he served as an auditor in the audit division for nearly a decade. Mr. HowardHe is a certified public accountant and a certified managerial accountant. He received a bachelor’s degreeB.S. in finance and economics from the University of Missouri — Columbia and is a certified public accountant and certified managerial accountant.
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Mr. Winfrey was named Chief Operating Officer of Charter in October of 2021. He oversees all Cable operations across Charter’s 41-state footprint, 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. In addition, Charter added oversight of its fiber-based business services (Spectrum Enterprise) 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 20 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 board of directors for the Greenwich Center for Hope and Renewal. He received a B.S. in accounting and an MBA from the University of Florida.
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Mr. Adams joined Charter as Executive Vice President, Field Operations in 2012, responsible for national oversight of Field Operations for the company. Mr. Adams will transition into an advisory role in April 2022, and will retire later this year. Mr. Adams joined Charter from Time Warner Cable, where he spent 17 years and served as Regional Vice President of Operations for Wisconsin and Regional Vice President of Operations for Eastern Carolina. Earlier in his career, Mr. Adams worked for NewChannels Corporation in various leadership roles including Vice President of New Business. He received an associate degree in applied science, engineering from State University of New York at Delhi, and a B.S. in engineering from Florida International University.Missouri-Columbia.
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Mr. Archer joined Charter Communications in October 2019 as Executive Vice President and President of Spectrum Enterprise. Mr. Archer, an industry veteran with more than 36 years of experience in telecommunications, most recently served as Managing Director of Business at eir Group, the principle provider of fixed-line and mobile communications services in Ireland. Prior to joining eir in 2012, Mr. Archer spent more than 30 years at AT&T where he held a range of senior leadership positions across AT&T Business including President of Advanced Solutions, Executive Vice President of Strategy and Transformation, President of EMEA (Europe, Middle East, and Africa), Senior Vice President of Product Management, and Chief Marketing Officer. Mr. Archer received a B.S. in Business Administration from Providence College.
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Mr. Bair joined Charter as Executive Vice President, Spectrum Networks in 2016. Mr. Bair oversees Spectrum Networks, a series of 24/7 local news, and regional sports networks owned and operated by Charter. Mr. Bair joined Charter from Bleachers Corp., where he served as Chief Executive Officer of the startup streaming media company. Earlier in his career, Mr. Bair served as President of Madison Square Garden’s Media Group where he led the strategic, operational and financial performance of MSG Networks, Fuse Music TV, MSG Interactive, MSG Radio and all sponsorship and ad sales for the parent company. Mr. Bair also previously served as President, Product Management and Marketing for the cable division at Cablevision, where he was responsible for product strategy, programming, marketing and advertising, as well as brand management for the company’s video, voice and internet services. Mr. Bair also oversaw Cablevision/Rainbow’s national and regional sports networks and held executive positions at HBO, Showtime Networks and Ogilvy and Mather Advertising. He received a B.A. in broadcast communications from Penn State University.
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Ms. Blanchard is Executive Vice President, Communications at Charter. Ms. Blanchard serves as the Company’s chief spokesperson and communications strategist, overseeing both external and internal communications, and is responsible for the development and communication of Charter’s corporate narrative to advance the Company and its reputation as an industry leader. Ms. Blanchard joined Charter in 2019 as Senior Vice President, Communications. Prior to that she served as Chief Communications Officer at Condé Nast where she oversaw internal and external communications, and led the development and execution of the company’s communications plan to support the overall business strategy. She previously held a number of leadership positions at NBCUniversal during her 19-year tenure with the company. As SVP of Corporate Communications she led media relations and communications for all corporate functions and oversaw internal messaging to 30,000 NBCUniversal employees worldwide. She received a B.A. in journalism from the University of Oregon and currently serves as a member of the Journalism Advancement Council for the University of Oregon’s School of Journalism and Communication.
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Ms. Bohigian joined Charter as Executive Vice President, Government Affairs in 2013. Ms. Bohigian oversees all aspects of Charter’s federal, state and local government affairs activities including local and state franchising. She is responsible for developing the Company’s public policy positions and directing its legislative and regulatory strategies in Washington, D.C. and in the 41 states Charter serves. Ms. Bohigian joined Charter from Cablevision, where she opened its Washington office and served as Senior Vice President, Federal Affairs. Earlier in her career, Ms. Bohigian served as Chief of the Office of Strategic Planning and Senior Advisor to the Chairman at the Federal Communications Commission. Before joining the FCC, she represented telecommunications clients as an attorney at Wiley Rein in Washington. She received a B.A. from Duke University, and a Juris Doctor from Harvard Law School.
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Mr. Hagan is Executive Vice President, Customer Operations at Charter. Mr. Hagan joined Charter in 2015 as Vice President, Business Integration and has served in several leadership roles, including Group Vice President of Technical Operations Support, and Senior Vice President of Shared Services for Customer Operations. He was appointed to his current position in 2019 and leads Charter’s Customer Operations, including customer service, billing operations and credit and collections. Prior to joining Charter, Mr. Hagan served as Senior Vice President, Enterprise IT, for Cablevision. He also held multiple leadership positions at GE Aerospace and in the U.S. Navy. He received a B.S. in engineering from the United States Naval Academy.
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Mr. Kline is Executive Vice President at Charter, and President of Spectrum Reach, the advertising sales division of Charter. Mr. Kline joined Charter in 2015 and provides strategic leadership to guide the company in both the traditional and advanced TV advertising space. Spectrum Reach is responsible for selling inventory on all Charter and affiliated cable systems as well as Spectrum news and sports networks. The company offers highly-targeted, integrated advertising solutions across a variety of media platforms including linear television, VOD, IP streaming, curated online display, video and social inventory. Mr. Kline joined Charter from Visible World (now FreeWheel), where he served as President and Chief Operating Officer, directing their household addressable sales and programmatic advertising efforts. Earlier in his career, Mr. Kline served as President and Chief Operating Officer of Cablevision Media Sales for more than 17 years. He oversaw the company’s advertising businesses and spearheaded many firsts for the cable industry including the launches of linear household addressability, successful interactive applications and data-infused media campaigns. Mr. Kline serves on the board of directors for the Video Advertising Bureau, NCC Media, Canoe and 605. He received a B.A. in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University.
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Mr. Marchand joined Charter as Executive Vice President, Chief Human Resources Officer in 2015. Mr. Marchand is responsible for all human resources strategies, policies and practices for all employees. He oversees all aspects of HR including recruitment, training and development, HR operations including payroll, HR shared services and HR systems, as well as compensation and benefits. Mr. Marchand joined Charter from PepsiCo, most recently serving as Senior Vice President of Human Resources for the North America Beverages division. Earlier in his career he served in human resources roles at Merrill Lynch, JP Morgan and the May Department Stores. He received a B.A. in advertising from Syracuse University and a master’s degree in organizational psychology from Columbia University.
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Ms. Mitchko-Beale joined Charter in 2019 as Executive Vice President, Chief Technology Officer. Ms. Mitchko-Beale oversees Charter’s Network, Mobile, Video and Software Engineering teams, as well as Network Architecture, Technology Policy, and Emerging Technology organizations. Ms. Mitchko-Beale joined Charter from Cadent, a provider of data-driven solutions for buying and selling TV advertising, where she served as joint Chief Technology Officer and Chief Operating Officer. Earlier in her career, she was Senior Vice President of Video Infrastructure Software at Cablevision where she was responsible for the software development of new consumer-facing technologies. She received a B.S. in electrical engineering from Polytechnic University in New York. She teaches as a guest lecturer at NYU Stern School of Business and is a member of the NYU Poly Enterprise Learning Board.
Charter Communications | 24 | 2022 Proxy Statement
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Mr. Monaghan is Executive Vice President, Field Operations at Charter. He oversees the entire Field Operations organization including Charter’s 11 field regions operating across 41 states; engineering and construction, including Charter’s previously announced $5 billion Rural Digital Opportunity Fund expansion; supply chain management; business planning; standards and compliance; and human resources for field operations. Mr. Monaghan most recently served as Senior Vice President, Field Operations and has held multiple operations roles at Charter since joining the company in 2014. He joined Charter from Cablevision, where he served as Vice President of Field Operations in the Cable and Communications Division. Prior to Cablevision he served as Senior Vice President, Operations at Net2000, and VP, Network Services at Teligent, Inc. He started his career as a field technician at Verizon in 1987 before being promoted to area operations manager. He is a member of the Society of Cable Telecommunications Engineers (“SCTE”) and a graduate of Cable & Telecommunications Association for Marketing’s (“CTAM”) Cable Executive Management program at Harvard Business School. He received a B.S. in business management and economics from State University of New York (Empire State College).
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Mr. Montemagno joined Charter as Executive Vice President, Programming Acquisition in 2016. Mr. Montemagno leads Charter’s negotiations with a full range of content providers from major multichannel media companies and sports networks to local broadcasters. Those negotiations extend to all facets of programming offerings, including On Demand and streaming rights on multiple platforms. Mr. Montemagno joined Charter from Cablevision, where he most recently served as Executive Vice President of Programming. During his 27-year tenure at Cablevision, he held various leadership positions in the programming department including Senior Vice President of Programming Acquisition. He received a B.S. in marketing from St. John’s University.
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Mr. Nuzzo is Executive Vice President, Business Planning and FP&A at Charter. Mr. Nuzzo joined the Company in 2014 to oversee business planning for Cable Operations, working closely with Field Operations, Customer Service, Marketing, Network Operations, Technology and the Product teams. His areas of oversight expanded in 2019 to include Charter’s Corporate Financial Planning & Analysis and Business Planning, Business Intelligence, Revenue Assurance and Corporate Services Functions. Mr. Nuzzo joined Charter from Cablevision where he served as Senior Executive Vice President, Operations and Business Planning. He spent 27 years at Cablevision and Rainbow Media in several business planning positions at the executive level. He received a BBA with an emphasis on accounting from Hofstra University.
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Mr. Perlman is Executive Vice President, Software Development & IT at Charter. Mr. Perlman leads software development, security, and infrastructure for the IT and Shared Software Engineering functions. Mr. Perlman joined the Company as a Senior Vice President in 2016, initially overseeing Video and Shared Software Services; he added Video Engineering, Voice Engineering, Lab Infrastructure and Deployment Support to his team in 2019. Before joining Charter, Mr. Perlman served as Chief information Officer for Bright House Networks, where he oversaw all of Information Technology including Billing System Management, Software Development, Online Development, Internal IT, Information Security, and other functions. Prior to that, he held various IT roles at CenturyLink. He holds a B.A. from Brown University and an MBA from the University of Colorado – Boulder Leeds School of Business.
Charter Communications | 25 | 2022 Proxy Statement
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Ms. Peters is Executive Vice President and Chief Marketing Officer at Charter. She is responsible for the entire marketing function, including marketing communications, marketing and sales enablement, database marketing, media and sponsorships, direct marketing, digital marketing and creative services for the Company’s residential and Spectrum Business product and services. Ms. Peters most recently served as Senior Vice President, Marketing and joined Charter as Group Vice President, Marketing in 2016. She helped oversee the successful launch of the Spectrum brand when Charter’s transactions with Time Warner Cable and Bright House Networks were completed, and the launch of Spectrum Mobile. Ms. Peters joined Charter from Cablevision, where she held multiple marketing and programming roles spanning two decades. Most recently, she was Vice President, Media and Original Programming, where she was responsible for driving the marketing strategy and optimizing results across all online and offline media channels. She also served as the general manager for two original programming channels, MSG Varsity (now News 12 Varsity) and Optimum Channel. Ms. Peters is a member of the CTAM’s MSO Marketing Co-op Board and is a graduate of CTAM’s Cable Executive Management program at Harvard Business School. Ms. Peters has also received industry recognition for her marketing leadership efforts. In 2021 and 2020, she was named as one of Cablefax’s Most Powerful Women; in 2021, she was named as WICT’s Woman to Watch – Operator; she was also named to Multichannel News’ 40 Under 40 list in 2014. She received a B.A. from Villanova University in communications, and an executive management certificate from New York University.
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Mr. Ray is Executive Vice President, Chief Commercial Officer at Charter. He oversees all marketing and sales activity for Charter including retention, 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 most recently served as Executive Vice President, Sales and Operations Planning, and prior to that was Executive Vice President, Spectrum Community Solutions. He also served as Regional Vice President of Field Operations for the Florida Region, Group Vice President of Residential Direct Sales, and earlier in his career at Charter served as Senior Director, Sales Operations in Los Angeles. He joined Charter in 2005 from Comcast, where he spent five years as a sales leader in Knoxville, Tennessee. He received a B.A. in biology 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.
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Ms. Robinson is Executive Vice President, Digital Platforms at Charter. Ms. Robinson oversees the Digital Platforms organization, which leads video product management, customer self-service platforms, the internal design agency and the data platforms organization. Additionally, she leads employee-facing digital experiences that support customer service representatives and field technicians. Ms. Robinson joined Charter in 2014 as Senior Vice President. She has led the Digital Platforms organization since 2019 and the User Experience Design and Development organization since she joined Charter. Previously, Ms. Robinson worked for Starz Entertainment, where she was the Vice President of Internet & Interactive Technology, responsible for all online, digital and consumer facing technology and video solutions. Prior to Starz, she held a variety of software development and architecture roles at Level 3 Communications and Sun Microsystems. She holds a B.S. in computer science from Stanford University.
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Mr. Ruiz is Executive Vice President, Sales at Charter. He is responsible for all residential and small- and medium-sized business sales and retention functions, including Direct Sales, Inbound Sales and Retention call centers, Spectrum Stores, Telemarketing, Digital Sales Center, Strategic Channels, and Retail Partners. With more than 20 years of experience in the telecommunications industry, Mr. Ruiz most recently served as Senior Vice President, Sales and Retention and joined Charter in 2014 as Regional Vice President, Commercial Sales. He joined Charter from Cablevision, where he was Senior Vice President of Customer Service. Prior to that, he led sales and service teams at AT&T and T-Mobile, USA. Mr. Ruiz’s efforts have resulted in numerous J.D. Power Awards and in 2019 and 2020 he was recognized as a CableFax most influential Multi-Ethnic executive. In 2021 he was a CableFax diversity list honoree. He received a bachelor’s degree in economics from University Inca Garcilaso de la Vega in Lima, Peru, and attended CTAM Executive Management Program at Harvard University.
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Mr. Srinivasan is Executive Vice President, Network Operations for Charter, and is responsible for network operations across Charter’s 41-state footprint. He joined Charter in 2016, and most recently served as Senior Vice President in Network Operations, first in Core and Backbone Operations and most recently in Video Operations. Prior to that, he served in several senior engineering roles at Time Warner Cable, including as Group Vice President of Commercial Engineering and Operations, Vice President of Commercial Engineering for Time Warner Cable’s West Region, and Director in the Texas Region. Mr. Srinivasan began his career at Sprint in a series of engineering roles with increased responsibility. He received a B.S. from Anna University, a master’s degree and doctorate in materials science from Kansas State University, and a master’s degree in business administration from the Graduate School of Business at the University of Kansas.
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Compensation Committee Interlocks
and Insider Participation
During 2021,2022, no member of Charter’s Compensation and Benefits Committee was an officer or employee of Charter or any of its subsidiaries. During 2021,2022, Mr. Zinterhofer served as Lead Independent Director and Mr. Rutledge served as Chairman and CEO.CEO through November 30, 2022 and as Executive Chairman from December 1, 2022 through December 31, 2022.
During 2021:2022: (1) none of Charter’s executive officers served on the compensation committee of any other company that has an executive officer currently serving on Charter’s boardBoard of directorsDirectors 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 boardBoard of directors.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 2021.2022. The Compensation and Benefits Committee of our Board of Directors (the “Committee”), working with management and with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs. This CD&A should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement.
Fiscal Year 20212022 Named Executive Officers
Thomas M. Rutledge, Chairman and Chief Executive Officer
| • | Thomas M. Rutledge, Executive Chairman (previously served as Chairman and Chief Executive Officer until December 1, 2022) |
John R. Bickham, Vice Chairman and Former President & Chief Operating Officer
| • | Christopher L. Winfrey, President and Chief Executive Officer (previously served as Chief Operating Officer until December 1, 2022) |
Richard J. DiGeronimo, Chief Product & Technology Officer
| • | Richard J. DiGeronimo, President, Product & Technology (previously served as Chief Product & Technology Officer until December 1, 2022) |
David G. Ellen, Senior Executive Vice President
| • | David G. Ellen, Senior Executive Vice President |
Jessica M. Fischer, Chief Financial Officer
| • | Jessica M. Fischer, Chief Financial Officer |
| • | Jonathan Hargis, Special Advisor to the COO (previously served as EVP, Chief Marketing Officer until April 1, 2022) |
Christopher L. Winfrey, Chief Operating Officer (previously served as Chief Financial Officer until October 19, 2021)
Fiscal 20212022 Operational and Financial Highlights
Charter’s operating and investment strategy delivered strongIn spite of challenging market dynamics with low connect activity driven by historically low customer and financialchurn, Charter achieved customer relationship growth in 2021 despite an economic environment that has not yet returned to normal due to the COVID-19 pandemic.2022 – and its highest growth in mobile lines to-date – and annual increases in both top and bottom-line financial performance. Over the course of the year, Charter continued to expand and improve services for its customers: progressing rural build-out initiatives and the quality and efficiencybeginning of interactions with customers by expanding self-service and self-care capabilities and launched ourits network evolution plans to deliver multi-gig broadband speeds across its entire footprint. Charter also introduced the new Spectrum Mobile multiline pricingOne bundle in late 2022, which brings together Spectrum Internet®, Advanced Wi-Fi, and packaging. These effortsUnlimited Spectrum Mobile™, to enhance the customer experienceoffer consumers fast, reliable and provide high quality, cost efficient products drove robust topsecure on-line connections on their favorite devices at home and bottom-line growth — reducing the number of transactions with customers, lowering churn, extending average customer life, and reducing costs.on-the-go in a high-value package. For the fiscal year ended December 31, 2021:2022, Charter achieved the following key operational and financial objectives:
Total customer relationships grew by 939,000, or 3.0%
Mobile lines grew by 1,189,000
Revenue grew by 7.5% to $51.7 billion
| • | Total customer relationships grew by 126,000, or 0.4% |
| • | Mobile lines grew by 1,728,000, Internet customers by 344,000 |
| • | Revenue grew by 4.5% to $54.0 billion |
| • | Adjusted EBITDA grew by |
| • | Free cash flow |
Charter also purchased approximately 25.3 million shares of Charter Class A common stock and Charter Holdings common units for approximately $17.3 billion in 2021 at an average price per share of $682.92.
| • | Charter also purchased approximately 23.8 million shares of Charter Class A common stock and Charter Holdings common units for approximately $11.7 billion in 2022 at an average price per share of $491.48. |
| (1) | See |
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 peer group in 2021, but there were changes to Charter’sPrimary or Secondary Peer Groups in 2022 (the Secondary Peer Group which is not included on the graph; Secondary Peer Group changes are discussed further in this Compensation Discussion & Analysis.graph).
Charter Communications | 2924 | 20222023 Proxy Statement
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Charter Communications, Inc., the S&P 500 Index,
and a Peer Group
The transition of the CEO role from Mr. Rutledge to Mr. Winfrey and the promotion of Mr. DiGeronimo to the role of President, Product & Technology reflects the conclusion of a multi-year succession planning process wherein the Committee and the Board along with the support of advisors and Mr. Rutledge, identified Mr. Winfrey as the appropriate successor to Mr. Rutledge as CEO and expanded Mr. DiGeronimo’s responsibilities to include oversight of Charter’s Programming Acquisition function. As part of the CEO succession process, the Committee considered Mr. Winfrey’s nearly 25 years of cable industry experience, his significant strategic contributions to the Company since joining Charter as CFO in 2010, and his achievements since assuming broader operating responsibilities in 2019 and the role of Chief Operating Officer in 2021.
The Committee works closely with the CEO (which was Mr. Rutledge through November 30, 2022 and Mr. Winfrey thereafter), management and the Committee’s consultants in talent planning and executive transitions for the Company’s executive officers. For 2022, such activity included Mr. Winfrey assuming the role of President and CEO (with Mr. Rutledge transitioning to Executive Chairman) and Mr. DiGeronimo assuming the role of President, Product & Technology. The Committee’s work to promote these individuals included establishing the appropriate expansion and transition of responsibilities, conducting talent planning and development processes, and crafting the proper compensation incentives.
Prior to his assuming the role of Executive Chairman, the Committee also worked closely with Mr. Rutledge in connection with talent planning activities for other non-NEO executives, including the promotion of successors for both Mr. Hargis and the Company’s former Executive Vice President, Field Operations. Mr. Hargis and the former Executive Vice President, Field Operations each transitioned to the role of Special Advisor to the COO effective April 1, 2022 and retired from the Company on December 31, 2022. The Committee believes this process has been effective at progressing Charter’s highly experienced management team and maintaining the focus on delivering on Charter’s strategies for growth and value creation.
Compensation Structure & Pay for Performance Alignment
Charter structures its NEO compensation packages to provide a total opportunity that is competitive against the median of Charter’s peer group, create a strong linkage between the actual compensation earned by our NEOs and Company performance, and reward both growth-oriented annual operating results as well as sustainable long-term shareholder returns.
Charter Communications | 25 | 2023 Proxy Statement
The following table summarizes the performance-focused elements of Charter’s incentive designs in 20212022 and the resulting alignment between compensation realized by our NEOs and results achieved by the Company.
20212022 Performance-Oriented Incentive Design Features
Annual Incentive Plan
Formulaic plan design with financial metrics that are key indicators of Charter’s success and measures of long-term value creation in a subscription business —metrics reward top and bottom-line performance and the achievement of key strategic objectives for the business. With respect to our NEOs excluding the CEO, the metrics were total revenue (excluding mobile device related revenue) weighted at 20%, total Adjusted EBITDA (excluding RDOF related expenses and mobile related device sales) weighted at 60%, and Strategic Objectives weighted at 20%. With respect to the CEO, the metrics were revenue weighted at 10%, Adjusted EBITDA weighted at 30%, and Strategic Objectives weighted at 60%.
| • | Formulaic plan design with financial metrics that are key indicators of Charter’s success and measures of long-term value creation in a subscription business —metrics reward top and bottom-line performance and the achievement of key strategic objectives for the business. With respect to our NEOs excluding the Executive Chairman, the metrics were total revenue (excluding mobile device related revenue) weighted at 20%, total Adjusted EBITDA (excluding RDOF related expenses and mobile related device sales) weighted at 60%, and Strategic Objectives weighted at 20%. With respect to the Executive Chairman, Mr. Rutledge, the metrics were revenue weighted at 10%, Adjusted EBITDA weighted at 30%, and Strategic Objectives weighted at 60%; the bonus metrics and weightings for Mr. Rutledge were established in consideration of his role as CEO, in which capacity he served until transitioning to Executive Chairman on December 1, 2022. |
Growth-based performance objectives — threshold, target and maximum performance levels all correspond to positive year-over-year growth in revenue and Adjusted EBITDA.
| • | Growth-based performance objectives — threshold, target and maximum performance levels all correspond to positive year-over-year growth in revenue and Adjusted EBITDA. |
| • | Maximum bonus payout level set at 150% of target incentives —provides upside potential to incentivize long-term, sustainable performance through Charter’s growth-oriented strategy. |
Maximum bonus payout level set at 150% of target incentives —provides upside potential to incentivize long-term, sustainable performance through Charter’s growth-oriented strategy.
Long-Term Incentive Plan
| • | Award mix that emphasizes stock price appreciation — grants delivered in a mix of 90% stock options and 10% RSUs, generally. Mr. Rutledge and Mr. Winfrey received awards 100% in stock options to further emphasize the performance-based nature of those awards and in consideration of their key leadership roles within Charter (Mr. Rutledge serving as Chairman and CEO until his transition to Executive Chairman and Mr. Winfrey serving as Chief Operating Officer until his transition to President and CEO). |
| • | Multi-year time-based vesting period — awards 100% vest on the third anniversary of the grant date (3-year cliff vesting). |
| • | Long-term incentive program aligns pay for performance — since the completion of the Transactions on May 18, 2016, Charter’s philosophy has been to deliver the largest portion of NEO compensation in the form of long-term incentives tied to stock price appreciation, i.e., stock options. Following the Transactions, Charter achieved significant stock price appreciation with the stock price increasing 261% from $227.41 (the closing price of Charter’s Class A common stock on May 18, 2016) to a high of $821.01 on September 2, 2021. Subsequent to this period of substantial growth in the stock price, and within an uncertain, inflationary macroeconomic environment, Charter’s price decreased 59% to $339.10 (the closing stock price as of December 30, 2022) but still represented overall growth of 49% for the period from May 18, 2016 to December 30, 2022. As noted above, Charter’s long-term incentive program design ties the majority of executive pay to appreciation-based equity awards with multi-year vesting periods, which created strong pay for performance alignment over time. In particular, the exercise prices for Charter’s last three annual equity grants – which occurred in mid-January of each year for NEOs and other participants in the equity program – were $512.0575, $625.55, and $588.825 for 2020, 2021 and 2022, respectively. As of December 31, 2022, all of the stock option awards from such grants were unvested and underwater, demonstrating the significant degree of performance accountability within the compensation program, and Charter’s stock price will need to increase by more than 51% in order for our NEOs to realize value from these outstanding stock option awards. Furthermore, as described in the Pay Versus Performance disclosure on page 40 of this proxy, Charter’s long-term incentive program design resulted in strong alignment between NEO compensation and Charter’s total shareholder return (TSR) performance. |
Charter Communications | 3026 | 20222023 Proxy Statement
Long-Term Incentive Plan
Award mix that emphasizes stock price appreciation — grants delivered in a mix of 90% stock options and 10% RSUs, generally. The Chairman and CEO and COO positions were granted 100% stock options in 2020 and 2021 to further emphasize the performance-based nature of those awards.
Multi-year time-based vesting period — awards 100% vest on the third anniversary of the grant date (3-year cliff vesting).
Long-term incentive program drives shareholder value — since the completion of the Transactions on May 18, 2016, Charter’s philosophy has been to deliver the largest portion of NEO compensation in the form of long-term incentives tied to stock price appreciation, i.e., stock options. Over this time, Charter’s stock price has grown 187% from $227.41 (the closing price of Charter’s Class A common stock on May 18, 2016) to $651.97 (the closing stock price as of December 31, 2021) and Charter’s corresponding market capitalization grew 78% from $70.2 billion to $125.2 billion. At the time of the Transactions, Charter issued equity awards to Messrs. Rutledge, Bickham, Ellen and Winfrey that only vested upon achievement of certain stock price targets. These price targets (based on the 60-day average closing stock price) were $289.76, $364.97, $455.66, $496.58, and $564.04, representing appreciation of approximately 30% to 155% from the grant price of the awards. Charter achieved the highest price target of $564.04 as of February 26, 2021, and the final tranches of stock options and RSUs granted under the program vested on June 17, 2021, upon the satisfaction of the last time-based vesting criteria of the awards.
Charter’s compensation structure for the NEOs results in an overall mix of pay that is highly performance-based, particularly with respect to the proportion of compensation tied to stock price appreciation via stock options and without taking into account the performance-based incentives derived from previously vested equity awards. The compensation mix delivered to the CEO and other NEOs in 2021,2022, based on the values disclosed in the Summary Compensation Table, was as follows:
Charter Communications | 31 | 2022 Proxy Statement
2016 Performance Equity Program
In 2016 and in connection with the merger of the Company with Time Warner Cable and the Bright House acquisition, the Committee fashioned an equity program designed to drive and incentivize performance in integrating the operations of the three legacy companies and in the operational outcomes of the resulting company. The Committee awarded equity that only vested upon achievement of certain stock prices over a period of up to six years. The stock prices ranged from 30% to 155% over the grant date price. Messrs. Rutledge, Bickham, Ellen and Winfrey were participants in the 2016 Performance Equity Program. Because the Company’s stock price met the final performance criteria, the final available tranches of the 2016 performance equity awards vested in 2021. The Committee believes the 2016 Performance Equity Program has been successful in driving the important outcomes from the successful integration of the three legacy companies that now make up the Company. From the time of the Transactions to the end of 2021, the Company’s stock price increased from $227.41 per share to $651.97 per share, representing a 187% increase. Pro forma revenue for the Company for the year ended December 31, 2016 was $40.0 billion compared to $51.7 billion for the year ended December 31, 2021, representing a 29% increase. Pro forma Adjusted EBITDA for the year ended December 31, 2016 was $14.5 billion compared to $20.6 billion for the year ended December 31, 2021, representing a 43% increase. Meanwhile, customer relationships went from 26.2 million at December 31, 2016 to 32.1 million at December 31, 2021, representing a 23% increase. The market capitalization of the Company increased 78% from approximately $70.2 billion at the closing of the Transactions on May 18, 2016 to approximately $125.2 billion at December 31, 2021. The equity awards that remain outstanding from the 2016 Performance Equity Program continue to provide meaningful performance incentives for management as the value of those awards continue to increase as the Company’s share value increases. Given the conclusion of the 2016 Performance Equity Program, the Committee determined to return to an annual equity award process with a three-year cliff vesting schedule in order to continue to further incentivize long term value creation for the Company’s shareholders.
Talent Planning
During 2021, the Committee worked closely with the Chairman and Chief Executive Officer, management and the Committee’s consultants in crafting several promotions of executives within the Company including many of the NEOs. The work to promote these individuals included expansion of responsibilities, talent planning and development as well as crafting the proper compensation incentives for these individuals. Messrs. DiGeronimo and Winfrey and Ms. Fischer were included in this activity. In connection with the planned retirement of Mr. Bickham as Chief Operating Officer, the Committee and management focused on succession planning for the roles Mr. Bickham previously filled along with any resulting backfills such as promoting Ms. Fischer to fill the vacancy resulting from the promotion of Mr. Winfrey. The Committee also worked closely with the Chairman and CEO in connection with talent planning activities for non-NEO executive positions including with respect to the January 2022 announced retirement of the Company’s Executive Vice President, Chief Marketing Officer and Executive Vice President, Field Operations and the promotion of executives to succeed those positions. The Committee believes this process has been effective at progressing Charter’s highly experienced management team and maintaining the focus on delivering on Charter’s strategies for growth and value creation.
Compensation Actions in 20212022
The Committee established 20212022 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 20212022 fiscal year. The actions undertaken by the Committee for 2021 were as follows, described in chronological order:2022 included the following:
| 1. |
|
The Company entered into an amended and restated employment agreement with Mr. Rutledge in connection with his transition to the role of Executive Chairman effective December 1, 2022. Under the agreement, Mr. Rutledge will serve as Executive Chairman of the Company and its Board of Directors through the term of the agreement on November 30, 2023, and he will maintain oversight of the Government Affairs function while providing his guidance and expertise to ensure a smooth and successful transition. Mr. Rutledge’s amended and restated employment agreement also provides for the following changes to his compensation that were effective as of December 1, 2022:
Pay Element | Prior | New | ||
Base Salary | $2.5 million | $1.25 million | ||
Annual Incentive | 300% of base salary | 300% of base salary | ||
Long-Term Incentive | $30.0 million | $15.0 million |
PursuantUnder the terms of the agreement, Mr. Rutledge’s equity award in 2023 will continue to his amended employment agreement dated December 23, 2020, Mr. Bickham’s annual base salary increased from $1.5 million to $1.875 million.be entirely in stock options.
Charter Communications | 3227 | 20222023 Proxy Statement
| 2. | Entered into an amended and restated employment agreement with Mr. Winfrey in connection with his promotion to President and Chief Executive Officer, succeeding Mr. Rutledge. |
Mr. Winfrey’s promotion to President and CEO was effective as of December 1, 2022, the date upon which Mr. Rutledge assumed the role of Executive Chairman. Mr. Winfrey’s amended and restated employment agreement has an initial term through December 1, 2025 and provides for the following changes to his compensation that were effective as of the September 20, 2022 execution date of the agreement:
Pay Element | Prior | New | ||
Base Salary | $1.25 million | $1.7 million | ||
Annual Incentive | 160% of base salary | 250% of base salary | ||
Long-Term Incentive | $10.0 million | $17.0 million |
Mr. Winfrey’s agreement also provided for an equity award of $2,000,000, delivered 100% in stock options and granted on September 22, 2022.
| 3. | Entered into a new employment agreement with Mr. DiGeronimo in connection with his promotion to President, Product & Technology. |
Mr. DiGeronimo’s promotion to President, Product & Technology was effective December 1, 2022. Mr. DiGeronimo’s employment agreement has an initial term through December 1, 2025 and provides for the following changes to his compensation that are effective as of the September 20, 2022 execution date of the agreement:
Pay Element | Prior | New | ||
Base Salary | $1.25 million | $1.45 million | ||
Annual Incentive | 160% of base salary | 200% of base salary | ||
Long-Term Incentive | $8.0 million | $10.0 million |
Mr. DiGeronimo’s employment agreement also provided for an equity award of $800,000, delivered in a mix of 90% stock options and 10% RSUs and granted on September 22, 2022 following the execution of the agreement. Under the terms of the agreement, Mr. DiGeronimo’s future equity awards will also be delivered in a mix of 90% stock options and 10% RSUs.
| 4. | Amended Mr. Ellen’s employment agreement as of October 27, 2022. |
Mr. Ellen’s employment agreement, effective July 1, 2021, was amended to extend his term through December 1, 2023 (from the original term date of July 1, 2023).
| 5. | Amended Mr. Hargis’s employment agreement effective April 1, 2022 in connection with his transition to the role of Special Advisor to the COO on April 1, 2022 and retirement on December 31, 2022. |
Mr. Hargis’s current employment agreement, which was initially effective May 18, 2021, was amended effective April 1, 2022 to transition his role from EVP, Chief Marketing Officer to Special Advisor to the COO and to change the term of his agreement to December 31, 2022 from the original term date of May 18, 2023. In his role as Special Advisor, Mr. Hargis reported to the then COO and was responsible for assisting successor executives, managing key projects, and providing advice and counsel through the end of the term. In addition, the amendment to Mr. Hargis’s agreement provided for the following compensation changes as of the April 1, 2022 effective date:
Pay Element | Prior | New | ||
Base Salary | $700,000 | $350,000 | ||
Annual Incentive | 150% of base salary | 150% of base salary (no change) |
There were no changes to Mr. Hargis’s long-term incentive opportunity in connection with the amendment to his employment agreement as he received no further long-term incentive awards after such time, and upon the conclusion of his agreement term on December 31, 2022, Mr. Hargis retired from the Company.
| 6. | Granted annual equity awards to Messrs. Rutledge, Winfrey, DiGeronimo, Ellen and |
All NEOs received grants under Charter’s annual equity program on January 15, 20212022 based on their long-term incentive opportunityopportunities then in effect, except for Mr. Bickham who had received an award in December 2020. Mr. Rutledge’seffect. Messrs. Rutledge and Winfrey’s long-term incentive opportunity wasopportunities were as set forth in his their
Charter Communications | 28 | 2023 Proxy Statement
amended and restated employment agreementagreements dated October 27, 2020.2020 and October 19, 2021, respectively. The individual grant values and equity mixes were as follows:
Executive | LTI Grant
| Equity Mix | ||
Thomas M. Rutledge | $30.0 million | 100% stock options | ||
Christopher L. Winfrey | $10.0 million | 100% stock options | ||
Richard J. DiGeronimo | $ | 90% stock options / 10% RSUs | ||
David G. Ellen | $ | 90% stock options / 10% RSUs | ||
Jessica M. Fischer | $ |
| ||
| $ | 90% stock options / 10% RSUs | ||
Established the |
Under Charter’s 20212022 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 (CEO) | Weighting (Other NEOs) | Threshold / Maximum (% of Target) | Weighting (Executive Chairman) | Weighting (Other NEOs) | Threshold / Maximum (% of Target) | ||||||||||||||
Revenue | 10.0 | % | 20.0 | % | 97.6% / 101.0% | 10.0 | % | 20.0 | % | 97.6% / 101.0% | ||||||||||
Adjusted EBITDA | 30.0 | % | 60.0 | % | 96.1% / 102.0% | 30.0 | % | 60.0 | % | 96.1% / 102.0% | ||||||||||
Strategic Objectives | 60.0 | % | 20.0 | % | N/A | 60.0 | % | 20.0 | % | N/A | ||||||||||
Strategic objectives related to Capital and Free Cash Flow Management and the execution of Charter’sRural Digital / Self-ServiceOpportunity Fund (RDOF) and Subsidized Rural Builds Initiatives for all NEOs, with additional strategic objectives for the CEOExecutive Chairman relating to Talent Planning and Diversity and Inclusion efforts.
|
Ms. Fischer’s promotion to EVP, Finance and her employment agreement were effective February 5, 2021, and her employment agreement has an initial term through February 5, 2023. As EVP, Finance, Ms. Fischer was responsible for the procurement, investor relations, internal audit, treasury, acquisition and capital market activities, and the tax and risk management functions. In connection with her promotion, the Committee approved the following changes to her compensation:
Pay Element | Prior | New | ||
Base Salary | $408,447 | $550,000 | ||
Annual Incentive | 65% of base salary | 85% of base salary | ||
Long-Term Incentive | $637,000 | $1.5 million |
The Committee also approved an equity award of $863,000, representing the difference between her new and prior long-term incentive opportunities, delivered in a mix of 90% stock options and 10% RSUs and granted on the February 5, 2021 effective date of her employment agreement. In addition, Ms. Fischer’s employment agreement provided for relocation assistance to Stamford, Connecticut and a $250,000 lump sum payment in connection with her relocation.
|
Mr. Ellen’s amended employment agreement is effective July 1, 2021 and extends his term through July 1, 2023. In connection with the renewal of Mr. Ellen’s agreement, the Committee approved an increase to his long-term incentive opportunity from $5.0 million to $5.5 million and an equity award of $250,000, representing 50% of the difference between his new and prior long-term incentive opportunities, delivered in a mix of 90% stock options and 10% RSUs and granted on July 15, 2021.
Charter Communications | 33 | 2022 Proxy Statement
|
In April 2021, the Committee approved an increase to Mr. Winfrey’s long-term incentive opportunity from $6.0 million to $7.5 million and an equity award of $1.125 million, representing 75% of the difference between his new and prior long-term incentive opportunities, delivered in a mix of 90% stock options and 10% RSUs and granted on July 15, 2021.
|
Mr. Winfrey’s promotion to Chief Operating Officer and his amended employment agreement were effective October 19, 2021, at which time Mr. Bickham transitioned into the role of Vice Chairman pursuant to the terms of his employment agreement. As Chief Operating Officer, Mr. Winfrey is now responsible for all of Charter’s cable operations across our 41-state footprint. His employment agreement has an initial term through October 19, 2024 and provides for the following changes to his compensation:
| ||||
| ||||
| ||||
|
Mr. Winfrey’s agreement also provided for an equity award of $625,000, representing 25% of the difference between his new and prior long-term incentive opportunities delivered 100% in stock options and granted on the October 19, 2021 effective date of the agreement. Under the terms of the agreement, Mr. Winfrey’s future equity awards will also be entirely in stock options.
|
Ms. Fischer’s promotion to Chief Financial Officer was effective October 19, 2021 at the time of Mr. Winfrey’s promotion to Chief Operating Officer. As Chief Financial Officer, Ms. Fischer added oversight of accounting, reporting, and corporate budgeting to her responsibilities. In connection with her promotion, the Committee approved the following changes to her compensation:
Pay Element | Prior | New | ||
Base Salary | $550,000 | $700,000 | ||
Annual Incentive | 85% of base salary | 150% of base salary | ||
Long-Term Incentive | $1.5 million | $3.5 million |
The Committee also approved an equity award of $500,000, representing 25% of the difference between her new and prior long-term incentive opportunities, delivered in a mix of 90% stock options and 10% RSUs and granted on the October 19, 2021 effective date of her promotion.
|
Effective October 19, 2021, Mr. DiGeronimo’s role as Chief Product & Technology Officer expanded to include responsibility for Charter’s network operations, and the Committee approved the following changes to his compensation:
| ||||
| ||||
| ||||
|
The Committee also approved an equity award of $1.0 million, representing 25% of the difference between his new and prior long-term incentive opportunities, delivered in a mix of 90% stock options and 10% RSUs and granted on the October 19, 2021 effective date of the compensation changes.
Charter Communications | 34 | 2022 Proxy Statement
Apart from the actions described above, there were otherwise no changes to the base salary, annual incentive and long-term incentive compensation for the NEOs. All of the 20212022 equity awards granted to the NEOs fully vest on the third anniversary of the respective date of grant (i.e., 3-year cliff vesting) with a 10-year term to exercise stock options. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant).
See the “Employment Agreements” section below for additional information on the employment agreements for the NEOs.
Compensation Actions in 20222023
In addition to the above, in December 20212022 the Committee approved a two-year renewal of Ms. Fischer’s employment agreement, increasing her base salary from $700,000 to $800,000 as of the February 5, 2023 effective date of her amended employment agreement and increasing her target long-term incentive opportunity from $3.5 million to $5.5 million as of the January 17, 2023 grant date for the Company’s 2023 annual equity program. At that time, the Committee also approved awards under the 2023 annual equity program for 2022, with awards under this program granted on January 18, 2022 to the NEOs (except Mr. Hargis who retired December 31, 2022) and all other eligible employees and including all NEOs except for Mr. Bickham.employees. Pursuant to the terms of their respective employment agreements, Mr. Rutledge received an award of $30.0$15.0 million in stock options, Mr. Winfrey received an award of $17.0 million in stock options, and Mr. WinfreyDiGeronimo received an award of $10.0 million in a mix of 90% stock options. Messrs. DiGeronimooptions and 10% RSUs. Mr. Ellen and Ms. Fischer each received awardsan award of $8.0 million, $5.5 million, based on their long-term incentive opportunities in effect and $3.5 million, respectively. With the exception of Messrs. Rutledge and Winfrey, whose awards were comprised entirely of stock options, the NEOs received awards delivered in a mix of 90% stock options and 10% RSUs. All awards granted to the NEOs vest in full on the third anniversary of the January 17, 2023 grant date of grant with a 10-year term to exercise stock options. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of
Charter Communications | 29 | 2023 Proxy Statement
Charter common stock on the date of grant). The Committee has consistently authorized the annual equity awards to be effective in mid-January of each year. The Committeeyear and has not taken into account any fluctuations in Charter’s stock price with respect to the timing of the annual awards.
As the Company has recently committed to a number of multi-year transformational and industry-leading initiatives, the Committee also approved a new 2023 Performance-Based Equity Program (the “2023 Program”) in February. The 2023 Program is similar to the program the Company adopted in 2016, which was a five-year long-term incentive program designed to deliver value to executives only upon achieving sustained growth in the Company’s stock price corresponding to aggressive price targets.
The 2023 Program provides participants the opportunity to receive 5x their annual grant value, less the already issued January 2023 annual grant, up-front in a single performance award of 90% in stock options and 10% in RSUs that vest based on the achievement of both stock price hurdles as well as time-based vesting criteria ranging from 3 to 5 years following the grant date. All awards under the 2023 Program require the achievement of significant increases to Charter’s stock price by the sixth anniversary of the date of the grant in order to vest. The lowest price hurdle represents 28% stock price appreciation from $396.94, which was the closing stock price as of February 10, 2023, and the highest price hurdle of $1,000 represents 152% stock price appreciation from this level. The achievement of each stock price hurdle is determined based on the 60-trading day average closing stock price, and each tranche of stock options and RSUs will vest upon both the stock price hurdle and the time-based vesting criteria being satisfied.
Participants in the 2023 Program include Messrs. Winfrey and DiGeronimo and Ms. Fischer. Under the 2023 Program, Mr. Winfrey received an award valued at approximately $68.0 million, Mr. DiGeronimo received an award valued at approximately $40.0 million, and Ms. Fischer received an award valued at approximately $22.0 million. These awards were granted on February 22, 2023 with a grant price of $380.53, delivered 90% in the form of stock options and 10% in the form of RSUs, and subject to the following vesting conditions:
Price Hurdle Vesting Requirement | Approximate(1) % of Stock Options Vesting | Approximate(1) % of RSUs Vesting | ||||||||||||||||||||||
| Eligible to Vest on or after 3rd Anniversary of the Grant Date | Eligible to Vest on or after 4th Anniversary of the Grant Date | Eligible to Vest on or after 5th Anniversary of the Grant Date | Eligible to Vest on or after 3rd Anniversary of the Grant Date | Eligible to Vest on or after 4th Anniversary of the Grant Date | Eligible to Vest on or after 5th Anniversary of the Grant Date | |||||||||||||||||||
$507 / $564(2) | 6.7 | % | 6.7 | % | 6.7 | % | — | — | — | |||||||||||||||
$639 | 6.7 | % | 6.7 | % | 6.7 | % | — | — | — | |||||||||||||||
$798 | 6.7 | % | 6.7 | % | 6.7 | % | 11.1 | % | 11.1 | % | 11.1 | % | ||||||||||||
$870 | 6.7 | % | 6.7 | % | 6.7 | % | 11.1 | % | 11.1 | % | 11.1 | % | ||||||||||||
$988 | 3.3 | % | 3.3 | % | 3.3 | % | 5.6 | % | 5.6 | % | 5.6 | % | ||||||||||||
$1,000 | 3.3 | % | 3.3 | % | 3.3 | % | 5.6 | % | 5.6 | % | 5.6 | % | ||||||||||||
| (1) | Percentages may not sum to 100% due to rounding. |
| (2) | For Mr. Winfrey who participated in the similar performance-based award program in 2016, the lowest stock price hurdle for awards under the 2023 Program is $564, which is equivalent to the highest stock price hurdle under the 2016 awards. |
All stock options granted under the 2023 Program have a 10-year term to exercise, and the number of stock options and RSUs granted to each participant was determined based upon: (i) the target grant value of the award, (ii) the value per each stock option and RSU for each tranche, as calculated by a Monte Carlo model of the value of such awards, and (iii) the number of stock options and RSUs required to deliver the grant value such that 90% of the total combined number of RSUs and options granted was comprised of stock options and 10% of the total combined number of RSUs and options granted was comprised of RSUs.
By combining equity award value that would ordinarily be granted in future years into a single grant and tying such value to the achievement of significant stock price growth objectives, Charter believes that the 2023 Program will create a strong incentive for participants to generate sustained, long-term shareholder value. In particular, the size and length of the program aligns with Charter’s multi-year growth initiatives – including network expansion in both rural and existing markets and network evolution to providing converged gigabit connectivity – the successful execution of which are expected to drive stock price growth. Furthermore, no awards under the 2023 Program are eligible to vest in connection with any termination, except upon death or disability or for an involuntary termination without cause or resignation for good reason following a change in control; in each case, only award tranches for which the price hurdle is satisfied at the time of termination are eligible to vest. The lack of accelerated vesting upon any involuntary termination or voluntary resignation outside of a change in control, death or disability where price hurdles have been achieved is an important shareholder protection mechanism and ensures that
Charter Communications | 30 | 2023 Proxy Statement
participants only recognize value from the program in connection with the achievement of price appreciation over a multi-year time horizon.
At the same time that awards under the 2023 Program were approved, the Committee also approved amendments to the employment agreements for Mr. Winfrey and Mr. DiGeronimo, removing references to future annual equity grants to be provided under such agreements.
Process for Determining Executive Compensation
Role of the CEO and Compensation and Benefits Committee
The Compensation and Benefits Committee of our Board of Directors is responsible for overseeing our overall compensation structure, policies and programs and assessing whether our compensation structure results in appropriate compensation levels and incentives for executive management.
The Committee determines the pay levels for our NEOs in consideration of a number of factors and within the framework of the Company’s compensation philosophy, as described below. Factors considered include each individual’s role and responsibilities within Charter, the individual’s experience and expertise, pay levels for comparable peer positions both within Charter and in the competitive marketplace, and performance of the individual and Charter as a whole. In setting pay levels for each element of compensation, the Committee considers all forms of compensation and benefits and the resulting impact on total value delivered to the executive.
Each year, the CEO reviews the performance of each of the other NEOs and recommends both compensation adjustments based on overall competitiveness and effectiveness of the compensation program as well as actual bonus payouts under the annual incentive plan in light of performance against the objectives approved by the Committee. The Committee regularly meets in executive session to consider these matters, and while the Committee considers the CEO’s recommendations along with analysis provided by the Committee’s compensation consultant, it retains full discretion to set all compensation for our NEOs other than the CEO. With respect to the CEO, the Committee recommends the CEO’s compensation to Charter’s full Board of Directors, with non-employee directors voting on the approval of any recommendations, subject to any employment agreements.
Role of the Independent Compensation Consultant
The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to serve as its independent compensation consultant and assist in fulfilling its responsibilities. Semler Brossy reports directly to the Committee, providing recommendations and advice related to all aspects of Charter’s executive compensation program. As necessary, Semler Brossy works with management to obtain information necessary to develop their recommendations.
During the year ended December 31, 2021,2022, Semler Brossy provided no services to Charter other than those provided directly to or for the benefit of the Committee, including: attending meetings; providing information, research and analysis pertaining
Charter Communications | 35 | 2022 Proxy Statement
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.awards; and providing assistance in the appointment of a new CEO and the associated transitions of other executives, including competitive information on pay levels and contract terms. The Committee has determined that there was no conflict of interest between its compensation consultant and the Committee during the year ended December 31, 2021.2022.
Compensation Philosophy and Competitive Positioning
The Committee applies the following pay philosophy for purposes of setting NEO compensation and designing annual and long-term incentive programs that motivate the performance and retention of our NEOs:
| 1. | Base salary, target annual incentive, and annualized grant date values for long-term equity incentive generally positioned between the corresponding 50th and 75th percentile levels of the peer |
| 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 |
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| 3. | Long-term equity incentive design that emphasizes stock options to create a strong linkage between pay and sustained stock price |
performance. In order for NEOs to realize their target long-term incentive opportunity under the |
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
| • | North American publicly traded companies, in particular internet providers and organizations in the video programming distribution, wireless communication or advertising spaces |
Size: Approximately $12 billion to $192 billion in annual revenue (0.25x to 4.0x Charter’s revenue)
| • | Size: Approximately $13 billion to $204 billion in annual revenue (0.25x to 4.0x Charter’s revenue) |
