CHTR Charter Communications Inc New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Charter Communications, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Stockholder:

You are invited to attend the annual meeting of stockholders of Charter Communications, Inc. (the “Company” or “Charter”), which will be held at 6350 S. Fiddler’s Green Circle, 2^nd Floor (Conference Room C), Greenwood Village, CO 80111 on Tuesday, April 26, 2022 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, I 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 the board of directors, I would like to express our appreciation for your continued interest in Charter.

Sincerely,

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

Notice of Annual Meeting of Stockholders

of Charter Communications, Inc.

Table of Contents

Charter Communications, Inc.

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. 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. The enclosed proxy card indicates the number of Class A shares that our records show you are entitled to vote. There are no other classes of common stock outstanding.

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

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

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

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

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

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

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

If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee has discretionary authority to vote for certain proposals, but not others pursuant to 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, but not on non-routine matters such as Proposals 1, or 3 through 7. 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 2 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.

A stockholder may vote to “abstain” on any of the proposals. If you vote to “abstain,” 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. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes cast in connection with each proposal.

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

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

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

The affirmative vote of the holders of a majority of the votes cast is required for approval of the matters in Proposals 1 through 7. 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 applicable proposal.

What are my choices in the proposals on the agenda?

On Proposal 1, for each of the director nominees you can vote your shares “FOR” a nominee, “AGAINST” a nominee or you can abstain from voting. On Proposals 2 through 7 you can vote “FOR” a proposal, vote “AGAINST” a proposal, or 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 and the Company proposal as noted above and “AGAINST” each of the stockholder proposals and will also have discretionary authority to vote your shares on any other matter that is properly brought before the annual meeting. Stockholders may also vote their proxy by using the toll free number listed on the proxy card and following the instructions.

Can I vote via the Internet?

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

Proxies submitted via the Internet must be received by 11:59 p.m. (EDT) on April 25, 2022. 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 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.

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Is my vote confidential?

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

Who will count the votes?

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

Who is soliciting my vote?

The board of directors is soliciting your vote. In addition, we retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with our 2022 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, 20^th Floor

New York City, New York 10022

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

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

Who pays for this proxy solicitation?

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

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

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

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Proposal No. 1: Election of Directors

(Item 1 on Proxy Card)

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

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

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 board of directors and A/N currently has the right to designate two directors as nominees for Charter’s board of directors. Of our current directors, Messrs. Maffei, Meyer and Nair were designated by Liberty Broadband and Messrs. Miron and Newhouse were designated by A/N.

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Director Nominees

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Board of Directors and Committees of the Board of Directors

Our board of directors meets regularly throughout the year on an established schedule. The board also holds special meetings and executive sessions and acts by written consent from time to time as necessary. The Company held an annual stockholders’ meeting in 2021, which all of the directors attended. Members of the board of directors are encouraged to attend the annual meeting each year. In 2021, the full board of directors held twelve meetings and acted three times by unanimous written consent. All directors attended 75% or more of the aggregate meetings of the board and of the board committees on which they served during 2021.

The board of directors delegates authority to act with respect to certain matters to board committees whose members are appointed by the board of directors. The current standing committees of the board of directors are the following: Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee, 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.

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, the Audit Committee members consisted of Messrs. Merritt and Markley and Ms. Goodman. Mr. Merritt is Chairman of the Audit Committee. Charter’s board of directors has determined that, in its judgment, Mr. Merritt is an audit committee financial expert within the meaning of the applicable federal regulations. All members of the Audit Committee were determined by the board of directors in 2021 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.

The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company. During 2021, 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. All members of the Compensation and Benefits Committee were determined by the board of directors in 2021 to be independent in accordance with the listing standards of NASDAQ and Rule 10C of the Exchange Act. The Compensation and Benefits Committee met seven times during 2021.

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The Nominating and Corporate Governance Committee oversees corporate governance, including recommending board and committee nominations, overseeing the Corporate Governance Guidelines, reviewing and reporting to the board as to director independence and overseeing environmental, social and governance matters. During 2021, Messrs. Markley, 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 board in 2021 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.

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, 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 board of directors 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, all 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 board of directors have determined that a majority of the thirteen current directors are independent. The Nominating and Corporate Governance Committee and the board of directors have specifically determined that Ms. Goodman and Messrs. Conn, Jacobson, Markley, Merritt, Ramos and Zinterhofer are independent directors under NASDAQ rules. The Nominating and Corporate Governance Committee and the board of directors also determined that Messrs. Maffei, Meyer and Nair are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, Liberty Broadband, a stockholder of the Company, they would not be considered independent under SEC rules for Audit Committee membership purposes. Similarly, the Nominating and Corporate Governance Committee and the board of directors determined that Messrs. Miron and Newhouse are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, A/N, a stockholder of the Company, they would not be considered independent under SEC rules for Audit Committee membership purposes. The Nominating and Corporate Governance Committee and the board of directors further determined that Messrs. Maffei, Meyer, Miron, Nair and Newhouse’s designation as nominees by, or relationship with, a stockholder of the Company does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation and Benefits Committee membership purposes. Mr. Rutledge is the 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 board of directors, based on the recommendation of the Nominating and Corporate Governance Committee and subject to certain requirements under the Stockholders Agreement. Charter’s Corporate Governance Guidelines provide that, among other things, candidates for new board membership to be considered by Charter’s board of directors should be individuals from diverse business and professional backgrounds with unquestioned high ethical standards and professional achievement, knowledge and experience. The Corporate Governance Guidelines provide that a candidate’s contribution of diversity to the board of directors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the board) will be one of the many elements considered in evaluating candidates. Further, the board of directors and the Nominating and Corporate Governance Committee believe that it is important that board members represent diverse viewpoints. In considering candidates for the board of directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. In addition, director candidates must be individuals with the time and commitment necessary to perform the duties of a board member and other special skills that complement or supplement the skill sets of current directors.

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

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

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 one African American, one Asian American/Pacific Islander and one Latino American to its newly formed board of directors within two years of the close of the Transactions. Charter has met this commitment.

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

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

Stockholders also are free to suggest persons directly to the board of directors to consider as nominees. The board of directors will consider those individuals if adequate information is submitted in a timely manner (see “Stockholder Proposals for 2023 Annual Meeting” below for deadline requirements) in writing to the board of directors at the Company’s principal executive offices, in care of the General Counsel.

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

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Governance Impacts of TWC and Bright House Transactions

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 board of directors of Charter and three designees selected by Liberty Broadband are members of the board of directors of Charter. The remaining eight directors are not designated by either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to designate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit 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”). Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. Neither A/N nor Liberty Broadband has designated a director to serve on the Audit Committee, but each has designated a director to serve in an observer role on the Audit Committee. A/N and Liberty Broadband also have certain other committee designation and governance rights.

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

Board Leadership Structure, Company Strategy and Risk Oversight

Mr. Rutledge is the Chairman of the board of directors and Mr. Zinterhofer is the Lead Independent Director. Although 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 Chairman and CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Lead Independent Director consults with the Chairman and CEO and presides over meetings of the board of directors when the Chairman and CEO is not present as well as providing leadership for the non-A/N and non-Liberty Broadband directors.

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

The Board regularly discusses with management the Company’s competitive positioning, strategic dynamics and business priorities. We are a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced high-capacity, two-way telecommunications 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 original programming to our customers through Spectrum Networks and Spectrum Originals.

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 use our network to deliver high quality products at competitive prices, combined 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 offering high quality, competitively priced products and outstanding service, allows us to 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, resulting 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 member of management present. Non-management directors use these executive sessions to discuss matters of concern, as well as evaluations of the CEO and senior management, management and board successions, matters to be included on board agendas, and additional information the board would like management to provide to them.

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

The full board of directors oversees the various risks to the Company, delegating to the various committees specific responsibilities. The Audit Committee reviews our Enterprise Risk Management (“ERM”) Program on a regular basis, and the board of directors regularly reviews reports from management and the Audit Committee regarding the ERM Program. The Audit Committee meets regularly with members of management in executive session, as well as separately with each of the General Counsel, the Senior Vice President of Internal Audit Services and representatives of our independent registered public accounting firm. The Compensation and Benefits Committee oversees our succession planning and compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending board and committee nominations and the Corporate Governance Guidelines and determining director independence.

Compensation Risk Assessment

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

Proactive Stockholder Engagement

Charter values and carefully considers the feedback we receive from our stockholders. In 2021, 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 engage with the stockholders who have submitted proposals for consideration at the 2022 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 periodically 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 board of directors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the board) will be one of the many elements to be considered in evaluating candidates. At this time, our Board includes an African American woman, an Asian American/Pacific Islander and a Latino American. In 2021, the Nominating and Corporate Governance Committee began identifying diverse director candidates so a pipe-line is in place in case an opening occurs on the Board of Directors with the expectation that the next opening that is not a Liberty Broadband or A/N nominee would be filled by a woman candidate.

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. The board acknowledges the worry that such directors could lack the resources to perform all of their obligations to each board. Accordingly the Nominating and Corporate Governance Committee considers all aspects of each director’s contributions, skills and dedication to ensure that each remains an effective director for the Company. The board realizes that Mr. Maffei, a director on the board and President and Chief Executive Officer of Liberty Broadband, also sits on the boards of several other companies in which Liberty Broadband has an investment or a management relationship, as well as the boards of other companies, as more fully discussed in his Biographical Information above. The Nominating and Corporate Governance Committee has thoroughly evaluated Mr. Maffei’s role in and contributions to the board, including the significant time and attention he dedicates to the Company, his outside board commitments (which primarily relate to his role with Liberty Broadband and affiliated companies), the overlaps between his service on outside boards and ours, and Mr. Maffei’s considerable knowledge and experience in the industry. The Nominating and Corporate Governance Committee concluded that Mr. Maffei’s service on outside boards improves, rather than detracts from, his service on the Company’s board and firmly believes that he will continue to provide the Company with the necessary time and attention to make him an effective director.

Other topics frequently raised regarded EEO-1 disclosure, lobbying, and the CEO/Chairman role. Each of those topics have been raised by the stockholder proposals being considered at the annual meeting, and Charter’s positions on those proposals are set forth under each of the description of the proposals in this proxy statement. 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.

Stockholder Contact with Directors

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

Charter Communications, Inc.

400 Washington Blvd.

Stamford, CT 06902

Attn: Corporate Secretary

The Corporate Secretary will summarize all correspondence received, subject to the standards below, and periodically forward summaries to the board of directors. Members of the board may at any time request copies of any such correspondence. Communications may be addressed to the attention of the board of directors, a standing committee of the board of directors, or any individual member of the board of directors or a committee. 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.

The following table sets forth information regarding the compensation paid or issued to those non-employee members of the board of directors listed below for services rendered for the fiscal year ended December 31, 2021.

Executive Officers

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 board of directors annually, and each serves at the pleasure of the board of directors or until his or her successor is elected and qualified or until his or her earlier resignation or removal.

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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.

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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Mr. DiGeronimo is Chief Product and Technology Officer at Charter. 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. He was appointed to his current position 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. 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 primary fundraiser for the United States Paralympics Ski and Snowboard Teams. He received a BBA from the Ross School of Business at the University of Michigan where he graduated with High Distinction.

Mr. Dykhouse has served as Executive Vice President, General Counsel and Corporate Secretary since 2013 having previously been Senior Vice President, General Counsel since January 2011 and a Vice President of Charter from 2006 to 2011. Mr. Dykhouse received a bachelor’s degree in finance from Olivet Nazarene University, an M.B.A. from Indiana University and a J.D. degree from Indiana University Robert H. McKinney School of Law.

Mr. Ellen joined Charter as Senior Executive Vice President in 2016. Mr. Ellen oversees several 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. 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.

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.

Mr. Howard was promoted to his current role as Executive Vice President, Chief Accounting Officer and Controller in July 2019. Prior to that he served as Senior Vice President — Finance, Controller and Chief Accounting Officer since December 2009. 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. 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. Howard received a bachelor’s degree in finance and economics from the University of Missouri — Columbia and is a certified public accountant and certified managerial accountant.

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.

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.

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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.

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.

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.

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.

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.

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.

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.

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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).

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.

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.

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.

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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.

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.

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.

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, no member of Charter’s Compensation and Benefits Committee was an officer or employee of Charter or any of its subsidiaries. During 2021, Mr. Zinterhofer served as Lead Independent Director and Mr. Rutledge served as Chairman and CEO.

During 2021: (1) none of Charter’s executive officers served on the compensation committee of any other company that has an executive officer currently serving on Charter’s board of directors or Compensation and Benefits Committee; and (2) none of Charter’s executive officers served as a director of another entity in circumstances where an executive officer of that entity served on the Compensation and Benefits Committee of Charter’s board of directors.

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. 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 2021 Named Executive Officers

Executive Summary

Fiscal 2021 Operational and Financial Highlights

Charter’s operating and investment strategy delivered strong customer and financial growth in 2021 despite an economic environment that has not yet returned to normal due to the COVID-19 pandemic. Over the course of the year, Charter continued to improve the quality and efficiency of interactions with customers by expanding self-service and self-care capabilities and launched our new Spectrum Mobile multiline pricing and packaging. These efforts to enhance the customer experience and provide high quality, cost efficient products drove robust top and bottom-line growth — reducing the number of transactions with customers, lowering churn, extending average customer life, and reducing costs. For the fiscal year ended December 31, 2021:

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’s Secondary Peer Group, which is not included on the graph; Secondary Peer Group changes are discussed further in this Compensation Discussion & Analysis.

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

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

and a Peer Group

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.

The following table summarizes the performance-focused elements of Charter’s incentive designs in 2021 and the resulting alignment between compensation realized by our NEOs and results achieved by the Company.

2021 Performance-Oriented Incentive Design Features

Annual Incentive Plan

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Long-Term Incentive Plan

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, based on the values disclosed in the Summary Compensation Table, was as follows:

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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 2021

The Committee established 2021 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 2021 fiscal year. The actions undertaken by the Committee for 2021 were as follows, described in chronological order:

Pursuant to his amended employment agreement dated December 23, 2020, Mr. Bickham’s annual base salary increased from $1.5 million to $1.875 million.

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All NEOs received grants under Charter’s annual equity program on January 15, 2021 based on their long-term incentive opportunity then in effect, except for Mr. Bickham who had received an award in December 2020. Mr. Rutledge’s long-term incentive opportunity was as set forth in his amended employment agreement dated October 27, 2020. The individual grant values and equity mixes were as follows:

Under Charter’s 2021 annual incentive plan design, all NEOs were eligible to earn a cash incentive ranging from 0% to 150% of their target annual incentive opportunity, which is set as a percentage of their annual base salary. Actual performance achievement against the plan’s financial metrics and strategic objectives determined the actual payouts received under the plan. The metrics, weightings and performance ranges were as follows:

Strategic objectives related to Capital and Free Cash Flow Management and the execution of Charter’s Digital / Self-Service Initiatives for all NEOs, with additional strategic objectives for the CEO 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:

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.

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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:

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.

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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 2021 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 2022

In addition to the above, in December 2021 the Committee approved the Company’s annual equity program for 2022, with awards under this program granted on January 18, 2022 to all eligible employees and including all NEOs except for Mr. Bickham. Pursuant to the terms of their respective employment agreements, Mr. Rutledge received an award of $30.0 million in stock options and Mr. Winfrey received an award of $10.0 million in stock options. Messrs. DiGeronimo and Ellen and Ms. Fischer received awards of $8.0 million, $5.5 million, 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 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 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 Committee has not taken into account any fluctuations in Charter’s stock price with respect to the timing of the annual awards.

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. 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.

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:

Compensation Peer Groups

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

In 2021, the Committee reviewed the composition of the peer group and determined that no changes to the peer group were necessary.

In addition to the Primary Peer Group, the Committee also examines the executive compensation practices of other larger publicly traded, consumer-oriented companies, which compose the Secondary Peer Group. Based upon its regular, annual review of the Secondary Peer Group, the Committee approved the removal of Kimberly-Clark, General Mills, Colgate-Palmolive, Omnicom, and Marriot – which fell in the bottom quartile of revenue and/or market capitalization – and added Caterpillar, 3M, and Qualcomm – which met the financial and other qualitative criteria considered for secondary peers.

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Elements of Compensation

Base Salary

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

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

The Committee reviewed base salaries for our NEOs leading up to and over the course of 2021, providing base salary adjustments for Messrs. Bickham, DiGeronimo, and Winfrey and Ms. Fischer. Mr. Bickham’s base salary increased from $1.5 million to $1.875 million effective January 1, 2021 pursuant to the terms of his amended employment agreement dated December 23, 2020. Mr. DiGeronimo’s base salary increased from $1.0 million to $1.25 million effective October 19, in connection with the addition of Charter’s network operations to his responsibilities as Chief Product & Technology Officer. Ms. Fischer’s base salary increased from $408,447 to $550,000 effective February 5 in connection with her promotion to EVP, Finance and increased to $700,000 effective October 19 in connection with her promotion to Chief Financial Officer. Mr. Winfrey’s base salary increased from $1.0 million to $1.25 million effective October 19 in connection with his promotion to Chief Operating Officer. In determining the base salary adjustments for Messrs. Bickham, DiGeronimo, and Winfrey and Ms. Fischer, the Committee considered a number of factors, including their excellent performance and contributions to the Company, the substantial increase to their responsibilities in their new or expanded roles, and the market compensation levels observed for comparable positions among peer organizations. For our other NEOs, the Committee determined that no base salary adjustments were necessary at this time.

Annual Incentive Plan

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

For fiscal year 2021, the Annual Incentive Plan for our NEOs utilized both financial measures of top and bottom-line performance as well as strategic objectives that represented operating priorities important to the success of Charter’s

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business. The financial metrics under the plan were total revenue (weighted 10% for Mr. Rutledge and 20% for the other NEOs) and total Adjusted EBITDA (weighted 30% for Mr. Rutledge and 60% for the other NEOs). The strategic objectives that applied to all NEOs under the plan were Capital and Free Cash Flow Management (weighted 5% for Mr. Rutledge and 10% for the other NEOs) and the execution of Charter’s Digital / Self-Service Initiatives (weighted 5% for Mr. Rutledge and 10% for the other NEOs). The strategic objectives that applied only to Mr. Rutledge’s incentive award related to Talent Planning (weighted 40%) and Charter’s Diversity and Inclusion efforts (weighted 10%). The Committee weighted a substantial proportion of Mr. Rutledge’s annual incentive to these additional strategic objectives given the critical importance of building a strong and diverse talent pipeline and his overall leadership in driving such initiatives.

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

Charter’s 2021 revenue and Adjusted EBITDA results represented strong year-over-year growth. Revenue achievement fell between target and maximum performance levels, resulting in a payout of 124.31% of target, and Adjusted EBITDA achievement exceeded the maximum performance level, resulting in a payout of 150% of target.

In determining payout levels for the strategic objectives, the Committee evaluated the Company’s 2021 performance achievement for these objectives, considering the following:

With respect to the strategic objectives that applied for all NEOs, the Committee approved payouts of 100% for the Capital and Free Cash Flow Management objective and 125% for the Digital / Self-Service Initiatives strategic objective and resulting in an overall payout of 112.50% for NEOs except Mr. Rutledge. With respect to the additional strategic objectives that applied for Mr. Rutledge only, the Committee approved a combined payout of 100% for the Talent Planning and Diversity and Inclusion objectives, resulting in an overall strategic objectives payout of 102.08% when combined with payouts for the strategic objectives that applied for all NEOs. The resulting overall annual incentive payouts were 118.68% of Mr. Rutledge’s target annual incentive and 137.36% of the target annual incentive for the other NEOs. The tables below detail the annual incentive calculations for Mr. Rutledge and the other NEOs.

competitive pay levels observed among peer and general industry organizations. Prior to 2021, the Committee administered two long-term incentive program designs for our NEOs: the 2016 Performance Equity Program (in which Messrs. Rutledge, Bickham, Ellen and Winfrey participated) and the ongoing annual equity program (in which the other NEOs participated). The 2016 Performance Equity Program provided awards in a mix of 90% stock options and 10% RSUs, with vesting subject to the achievement of pre-established stock price hurdles with additional time-based vesting applying over a 3 to 5-year period after grant. The annual equity program provides awards in a mix of stock options and RSUs, with the particular mix determined by the participant’s level, and awards vest in full on the third anniversary of the grant date.

The last tranches of the 2016 Performance Equity Program vested in June 2021, and all NEOs except for Mr. Bickham received grants under the annual equity program for 2021. Mr. Bickham’s amended employment agreement provided for a stock option grant on the December 23, 2020 effective date of the agreement, with no additional equity awards contemplated through the December 31, 2022 expiration date of the agreement, at which time Mr. Bickham will retire from the Company. For each other NEO, the Committee determines their long-term incentive opportunity each year and approves equity grants based on that opportunity. For any changes to long-term incentive opportunities occurring during the year, the Committee generally also approves additional equity awards based on the difference between the NEO’s new and prior opportunities and prorates the award value delivered based on the timing of the change. Prorated awards range from 100% of the value difference for changes occurring in the first quarter to 25% for changes occurring in October or November.

Mr. Rutledge received a grant of $30.0 million in stock options, granted on January 15, 2021 at the time all equity eligible employees received awards under the annual equity program (the “annual grant date”). Mr. Rutledge’s employment agreement dated October 27, 2020 generally provides for annual equity grants of $30 million in stock options through 2024, assuming his continued employment as CEO through that date. The details of Mr. Rutledge’s 2021 grant are as follows:

Mr. DiGeronimo first received a grant of $4.0 million, delivered in 90% stock options and 10% RSUs and granted on the January 15, 2021 annual grant date. Effective October 19, the Committee increased Mr. DiGeronimo’s long-term incentive opportunity to $8.0 million in connection with the expansion of his role to include oversight of Charter’s network operations. As part of this increase, the Committee also approved a grant of $1,000,000, delivered in 90% stock options and 10% RSUs and granted on the effective date of the increase. The value granted equaled 25% of the difference between his new and prior long-term incentive opportunities (prorated based on the effective date of the increase). The details of Mr. DiGeronimo’s 2021 grants are as follows:

Mr. Ellen first received a grant of $5.0 million, delivered in 90% stock options and 10% RSUs and granted on the January 15, 2021 annual grant date. Effective July 1, in connection with Mr. Ellen entering into an amended employment agreement with Charter, the Committee increased his long-term incentive opportunity to $5.5 million. As part of this increase, the Committee also approved a grant of $250,000, delivered in 90% stock options and 10% RSUs and granted on July 15, 2021. The value granted equaled 50% of the difference between his new and prior long-term incentive opportunities (prorated based on the effective date of the increase). The details of Mr. Ellen’s grants are as follows:

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Ms. Fischer first received a grant of $637,000, delivered in 75% stock options and 25% RSUs and granted on the January 15, 2021 annual grant date. At the time of the annual grant date, Ms. Fischer served as SVP, Finance & Corporate Treasurer and her grant represented the standard long-term incentive opportunity and equity mix provided to comparable executives at this level. Over the course of 2021, Ms. Fischer received two increases to her long-term incentive opportunity along with a corresponding equity grant:

The details of Ms. Fischer’s grants are as follows:

Mr. Winfrey first received a grant of $6.0 million, delivered in 90% stock options and 10% RSUs and granted on the January 15, 2021 annual grant date. Over the course of 2021, Mr. Winfrey also received two increases to his long-term incentive opportunity, each with a corresponding equity grant:

The details of Mr. Winfrey’s grants are as follows:

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All 2021 equity grants made to the NEOs vest in full on the third anniversary of the grant date (i.e., 3-year cliff vesting) and stock options have a 10-year term to exercise.

2009 Stock Incentive Plan and 2019 Stock Incentive Plan

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

As of December 31, 2021, 12.3 million shares remained available for future grants under the 2019 Plan. As of December 31, 2021, there were 3,769 participants in the 2019 Plan and there remained 2,722 participants with awards outstanding under the 2009 Plan.

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

Other Elements of Compensation

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

Employment Agreements

Over the course of 2021, Charter entered into amended employment agreements with Messrs. Ellen and Winfrey and entered into a new employment agreement with Ms. Fischer. Mr. Ellen’s amended employment agreement was effective July 1, 2021 and extended his term through July 1, 2023. Ms. Fischer’s agreement was effective February 5, 2021 with a term through February 5, 2023. Mr. Winfrey’s amended employment agreement was effective October 19, 2021 and extended his term through October 19, 2024. The current employment agreements with Messrs. Rutledge, Bickham and DiGeronimo, entered into effective October 27, 2020, December 23, 2020, and July 1, 2019, respectively, continue to remain in effect. A more detailed description of employment arrangements with our NEOs is set forth below under the section titled “Employment Agreements.”

Tax and Accounting

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

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

In determining whether a covered individual has met the applicable stock ownership level, management evaluates annually stock beneficially owned outright and 25% of the value of time-based restricted stock and restricted stock units that are only subject to time-based vesting (the performance-based restricted stock unit awards do not count toward the ownership guidelines). There is no time requirement to meet the guidelines. However, until the officer or outside director achieves the minimum ownership level, a covered individual is required to retain a minimum of 25% of the shares received when options to purchase stock are exercised or restricted stock vests (unless an exemption is granted). As of December 31, 2021 all covered directors and the NEOs met the applicable stock ownership guidelines (except for recently hired or promoted individuals who have had limited or no vesting events).

Compensation Recovery Policy

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

Hedging

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

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

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Stockholder Vote on Say on Pay

At the Company’s 2017 annual stockholders’ meeting, the stockholders considered an advisory proposal on the frequency of holding a vote on executive compensation and, as the Board of Directors recommended, voted to hold an advisory vote on executive compensation every three (3) years with approximately 57% of the votes cast in favor of the frequency proposal. The most recent advisory vote on executive compensation occurred at the 2020 annual stockholders’ meeting. As the Board of Directors recommended, the stockholders approved the 2020 executive compensation program with approximately 91% of the votes cast voting in favor of the proposal. At the annual stockholder’s meeting in 2023, stockholders will consider two advisory votes relative to executive compensation. One will address the frequency of advisory votes on the Company’s executive compensation and the other will address executive compensation as described in the Compensation Discussion and Analysis.

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

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