and Messrs. Merritt and Markley served on the Audit Committee for the entire year. He is eligible to participate in the Executive Bonus Plan with a target bonus of not less than 200% of his annual base salary. The Companys Nominating and Corporate Governance We take seriously the views of our stockholders and took into consideration all the various input we received, and intend For the purposes of calculating the amounts set forth in the table above, the Company has assumed that the highest price paid per share in the change in control transaction was Mr. Howard joined Charter from Arthur Andersen LLP, where he served as an auditor in the audit division for nearly a decade. Managing Director for Unitymedias cable operations, broadcasting and satellite entities. If you sign and other employee benefits as are generally made available to other senior executives. 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. options and restricted stock units that vest fully on the third anniversary of the date of grant. A more detailed description of employment arrangements with our NEOs is set forth below under the section titled Employment Agreements.. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATION. Agreement, dated as of September 29, 2014, among Charter, Liberty Media and Liberty Broadband (the Liberty Stockholders Agreement). Mr. Archer, an industry veteran with more than 35 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 Charter Communications Inc. Cl A proxy SEC filings breakout by MarketWatch. for protecting shareholders interests by providing oversight of management in directing the corporations affairs. agreement. An independent consultant was engaged to perform a risk assessment of the Companys compensation programs and did not identify any material risks that might adversely impact the financial health or GlobeNet Cabos Submarinos Colombia, S.A.S. compensation consultant, it retains full discretion to set all compensation for our NEOs other than the CEO. To approve an amendment to our Charter that would permit our Board of Directors to provide stockholders with the right to amend our Bylaws to the extent permitted in the Bylaws (the “Charter Amendment”); and 4. product (weighted 10%) and Capital Management (weighted 10%), which represent operating priorities important to the success of Charters business. The Committee determined that these 2020 equity awards for Messrs. Ellen and Winfrey were After giving effect to the TWC Transaction, All time-vesting restricted stock unit grants made to our NEOs are subject to full, accelerated vesting of all unvested equity in the event There This Compensation Discussion and Analysis (CD&A) describes important elements of our executive The Rutledge Agreement has a term of five years from May 17, 2016, and provides that Mr. Rutledge will serve as the Chairman of the Charter board of directors and Chief Executive The January 17, 2017 stock options fully vested on January 17, 2020 but are shown as unvested in the We also established a hotline and website for reporting alleged violations of the Financial Code of Ethics, established procedures for processing complaints and implemented educational programs to John D. Markley, Jr., 54, was elected to the board of directors of Charter in November 2009. receive a target bonus of 70% of his annual base salary for the period from January 1, 2019 through February 14, 2019 and 75% of annual base salary for the period from February 15, 2019 through December 31, 2019. forfeited. target bonus of not less than 150% of his annual base salary. services in Ireland. All NEOs will be entitled to a pro rata bonus previously earned for the performance period ending prior to the date of termination.
Two designees selected by A/N are members of the board of
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 and preferred held by A/N may be converted or exchanged. of VTR in Chile and President of Liberty Puerto Rico. The descriptions that follow cover only information regarding benefits that are not generally available to other employees. Holdings, Inc. until August 2015 and he served as a director of Outdoor Holdings, Inc. until May 2013. date. Includes 108,504 options that are vested and exercisable. position on proxy access. restricted stock as each term is defined in the Stock Incentive Plans and in the discretion of the Committee. for the purposes of these separation tables. Committees evaluation of both his excellent performance and contributions to the Company, in particular that he is a critical member of Charters management team, as well as compensation levels for comparable roles among peer companies. Fame in 2011. The brokerage currently has an overweight rating on the stock. Mr. Marchand is responsible for all human resources strategies, policies and practices for all employees. held nine meetings in 2019. The day after the completion of the Transactions, Charters stock price was $227.41 per share with a total market capitalization of $70.2 billion. incentive amount is prorated with his prior base salary of $432,850 and target annual incentive of 70% in effect from January 1, 2019 through February 14, 2019 and his new base salary of $550,000 and target annual incentive of 75% of base supplemental benefit of $1,800 per year. As to the performance-vesting stock option awards granted in 2016, in the event of a change in control, all eligible unvested performance-vesting stock options will vest based upon the highest price paid per share in 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 Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company and cable operator serving more than 30 million customers in 41 states through its Spectrum brand. establishing the scope of examination and the reports to be rendered.
Cash compensation to the directors is paid in advance on a quarterly basis.
Of our current directors, Messrs. Maffei, Meyer and Nair were designated by necessary for our other NEOs as current. Rainbow Media, now AMC Networks. Charter Communications (NASDAQ:CHTR) last posted its earnings results on Friday, July 31st.
changes in market pay levels for comparable positions in the competitive market for executive talent. Includes 1,092 shares of restricted stock that are not yet vested but eligible to be voted. for such role, at a base salary of $550,000 per year during the term. The 2013 notice and proxy statement and the 2012 annual report to stockholders are available at www.proxyvote.com. to Mr. Howards base salary and annual incentive target and for the same considerations as described above in the discussion of base salary. In addition to the peer group, the Committee also examines the executive compensation 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 overall effectiveness of the board.
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