People

Control and Incentives at a Glance

Charter is a widely held company with two contractually privileged shareholders. Liberty Broadband held 41,046,352 shares — 29.07% of Class A common stock on an as-exchanged basis — and Advance/Newhouse Partnership held 18,647,794 shares, or 13.21%, as of February 20, 2026 [1]. Measured as voting stock at December 31, 2025, the two held approximately 29.22% and 13.12% [2]. Between them they name five of thirteen directors under a stockholders agreement written in 2015 for the Time Warner Cable and Bright House transactions [3]. Every officer and director combined holds 1.10% [4].

Both privileged positions are contracted to change. Liberty Broadband is being absorbed into Charter and its three designees have agreed to resign at closing; Cox Enterprises is contracted to arrive with roughly 25.1% of diluted equity, three board seats, and a three-year chairmanship [5].

The incentive architecture rests on one instrument. Charter pays its executives principally in stock options, and in February 2023 it granted five years of long-term incentive value in a single award whose vesting turns on stock-price hurdles beginning at $507 [6]. Charter's Class A closed at $208.75 on December 31, 2025 [7] and at $144.98 on July 31, 2026 (daily price series, as reported). What follows is the record: who holds the votes, who sits on which committee, what the plans pay for, and what insiders have done with their own money.

The Control Map

Sources: ownership and board seats from the 2026 Proxy Statement [8] [9], percentages computed on 141,178,369 shares outstanding at February 20, 2026 [10]; voting caps from the description of registered securities [11]. Winfrey's board seat is counted in the officer and director group.

Three mechanics do the work.

The voting cap. Shares held by Liberty Broadband or A/N above the applicable cap must be voted in the same proportion as all other votes cast by public stockholders. The cap for Liberty Broadband is the greater of 25.01%, 0.01% above the highest voting interest of any other person or group, and 23.5%, rising one-for-one to a maximum of 35% for each permanent reduction in A/N's equity interest below 15%. A/N's cap is 23.5% on the same escalator [12].

The mirror-vote obligation. Both holders must vote for the slate nominated by the Nominating and Corporate Governance Committee and against any other nominee. For the eight directors neither holder designated, they must instead vote in the same proportion as unaffiliated stockholders, if voting their own way would change the outcome [13].

The single Class B share. A/N's Charter Holdings units are voted through one share of Class B common stock whose vote count tracks the units. That single share carried 15,824,243 votes at the July 2025 special meeting [14] and 15,511,283 votes at the April 2026 annual meeting [15].

A minority holder therefore votes on equal terms for the eight unaffiliated directors, and can defeat a management proposal only by outvoting a bloc that starts near 42% of the vote and is contractually obliged to support the board's slate.

Source: Charter Form 10-K risk factors, FY2021 [16], FY2022 [17], FY2023 [18], FY2024 [19] and FY2025 [20].

Neither stake was built by buying. Both rose because Charter retired stock faster than the two holders sold into the buyback: Liberty Broadband's voting interest climbed from 27.51% to 29.22% over five years while Charter repurchased shares from it every month.

The Pending Reshuffle

Two signed transactions rewrite the control map. Charter agreed on November 12, 2024 to acquire Liberty Broadband; Liberty has agreed to cause each of its three Charter designees to resign effective immediately prior to that closing [21]. Charter agreed on May 16, 2025 to acquire Cox Communications from Cox Enterprises.

At the Cox closing, board size stays at thirteen; A/N's designees continue; three Cox designees join; and each of Cox Enterprises and A/N may thereafter designate up to three nominees subject to ownership thresholds. Cox Enterprises is capped at 30% for acquisitions and 30% for voting, A/N at 19% and 15% respectively, with excess shares voted in proportion to the public. Alexander C. Taylor, Chairman and CEO of Cox Enterprises, becomes Chairman of Charter's board for an initial three-year term; Eric L. Zinterhofer, the current Non-Executive Chairman, becomes lead independent director; after Taylor's term, Christopher L. Winfrey becomes Chairman [22]. Cox's votes will be carried by one share of a new Class C common stock whose vote count reflects its Charter Holdings units on an as-converted, as-exchanged basis [23].

Winfrey's employment agreement makes that chairmanship sequence a compensable term for him personally: following the Cox closing, the appointment of any Chairman other than Taylor or Winfrey is defined "good reason" entitling him to full severance [24].

Shareholders ratified the structure at a special meeting on July 31, 2025: the share issuance drew 142,421,886 votes for against 83,940 opposed, and the certificate amendment 142,389,018 for against 106,689 [25]. Neither transaction had closed as of June 30, 2026 [26].

Board and Committees

The board has thirteen seats, fixed by the stockholders agreement and the certificate of incorporation. The board designated twelve of thirteen as independent under NASDAQ rules — Winfrey, as an executive officer, is the exception [27]. The disclosure separates that finding from a second one: Messrs. Nair, Patterson and Wargo (Liberty Broadband designees) and Messrs. Miron and Newhouse (A/N designees) "may not be considered independent under SEC rules for Audit Committee membership purposes" because of their designation by or relationship with a stockholder [28]. Seven of thirteen directors are independent of both management and both designating shareholders.

Sources: 2026 Proxy Statement director nominee biographies and committee assignments, pp.10–18 [29] [30] [31] [32] [33] [34] [35] [36] [37].

Observable features of that table, separate from the disclosed designations:

• Tenure is long at the core. Conn has served since 2004, Zinterhofer and Markley since 2009, Nair since 2013. Three of the thirteen joined in 2025 or 2026 [38].
• Committee work concentrates. Zinterhofer sits on three committees and Conn, Markley, Newhouse, Patterson and Ramos on two; Nair, Davis and Winfrey sit on none [39].
• The Audit Committee is the one shareholder-free room. Neither A/N nor Liberty Broadband has designated a director to the Audit Committee, but each has designated an observer [40].
• Overlapping affiliations exist among the unaffiliated. Zinterhofer is a director of Liberty Latin America and TelevisaUnivision [41]; Wade Davis is Vice Chairman of TelevisaUnivision and its former CEO [42]; Nair runs Liberty Latin America [43].

Committee activity in 2025

The full board met sixteen times in 2025 and acted eight times by unanimous written consent; each incumbent director attended at least 75% of applicable meetings [44].

Source: 2026 Proxy Statement, Compensation and Benefits, Nominating and Corporate Governance, Finance and Special Committee disclosure [45] and Audit Committee disclosure [46].

Two structural details sit inside that table. The Finance Committee met once and acted seven times by written consent, and ad hoc committees acted by written consent on the buyback arrangements with A/N and Liberty Broadband — the transactions in which those two shareholders are the counterparties [47]. And during the pendency of the Liberty Broadband merger, Liberty's designees on the Compensation and Benefits Committee do not participate in discussions or decisions on hiring, firing or compensating the CEO and CFO [48].

Thomas M. Rutledge, who retired as Executive Chairman in November 2023, continues as Director Emeritus: he attends board meetings but does not vote on matters presented [49]. He received $344,626 for 2025 in that capacity, having elected his annual director emeritus retainer in equity [50].

Director pay

Non-employee directors received a $120,000 annual retainer in cash or equity by election, plus $225,000 of restricted stock — $375,000 for the Non-Executive Chairman — and per-committee fees of $30,000 (Audit), $25,000 (Compensation), $20,000 (Nominating) and $20,000 (Finance), with chair premiums on top [51]. Special Committee members received $20,000, and its chair $40,000, plus per-meeting fees beyond six meetings [52].

Source: 2026 Proxy Statement, 2025 Director Compensation table [53].

Markley's and Merritt's cash exceeds the Chairman's because Special Committee work is paid in cash and the equity retainer is elective — Zinterhofer, Goodman, Miron, Nair, Ramos and Rutledge took theirs in stock [54]. The 2025 restricted stock was granted April 22, 2025 and vests at the 2026 annual meeting [55].

Audit

KPMG has audited Charter since 2002 — a twenty-four-year tenure that the Audit Committee states it evaluates annually alongside partner rotation [56] [57]. Fees for 2025 were approximately $8 million of audit fees, $1 million of tax fees, $0.1 million of other fees and no audit-related fees; the Audit Committee pre-approved 100% of them [58]. Shareholders ratified the appointment in April 2026 with 131,975,231 votes for and 1,840,776 against [59].

Operators

Sources: 2026 Proxy Statement executive officer biographies for DiGeronimo and Fischer [60] and for Haughton, Howard and Ray [61] [62]; Jeffery appointment from the Form 8-K of February 25, 2026 [63].

The senior team is internally grown and stable. Four of the six Section 16 officers named in the 2026 proxy have been at Charter since 2010 or earlier, and there were no promotions or role changes among the named executive officers in 2025 [64]. Winfrey has held all three of the CFO, COO and CEO seats.

The one structural change is external and dated. On February 25, 2026 Charter announced Nick Jeffery, President and CEO of Frontier Communications from 2021 until its acquisition by Verizon in January 2026, as Chief Operating Officer effective September 1, 2026 — the first person in the role since Winfrey vacated it. His package: base salary of at least $1,500,000, target bonus of 225%, an inducement grant of $20,000,000 of stock options vesting 25/50/25 across September 2028, 2029 and 2030, $500,000 of RSUs vesting September 2029, and annual awards targeted at $11,750,000 [65]. That single option grant is nearly as large as the $23,000,000 annual stock option award the CEO is contracted to receive from 2027 [66].

Board turnover in the same window is documented in dated filings. David C. Merritt notified the board on December 11, 2025 of his intention to retire effective January 26, 2026, stated as not the result of any dispute or disagreement [67]; Wade Davis was appointed the following day, January 27, 2026, with no arrangements or understandings with any other person [68]. Gregory B. Maffei and James E. Meyer left the board on April 22, 2025, replaced by J. David Wargo and Martin E. Patterson respectively [69].

What the Pay Plans Pay For

Charter runs three instruments: a cash annual incentive, an annual option-weighted equity grant, and a once-in-five-years front-loaded performance equity program.

The annual incentive

Payouts range from 0% to 150% of target. For 2025 the plan weighted Adjusted EBITDA at 55%, revenue at 15% and strategic objectives at 30%, with financial threshold and maximum set at 97.5% and 100.5% of target — a band of three percentage points [70].

Source: 2026 Proxy Statement, 2025 Annual Incentive Payout [71].

Both measured financial metrics landed between threshold and target and paid 73.14% and 83.33%. The 30% discretionary component paid 125%, lifting the total to 94.30% [72]. Every named executive received the same 94.30%, from $4,263,146 for Winfrey to $1,025,513 for Ray [73]. The revenue and Adjusted EBITDA figures used for bonus attainment are adjusted: revenue excludes mobile device revenue and is adjusted for over-performance of the seamless entertainment applications, and Adjusted EBITDA excludes that revenue and mobile device expenses [74].

The 2023 Performance Equity Program

In February 2023 the Compensation Committee granted each participant five times their annual long-term incentive value in one award, less what had already been granted that January. Awards were 90% stock options and 10% RSUs, split into eighteen option tranches and twelve RSU tranches, each carrying both a time condition of three to five years and a stock-price hurdle. Six hurdles run from $507 to $1,000, measured on a 60-trading-day average closing price; a tranche whose hurdle is not achieved by the sixth anniversary of the grant — February 22, 2029 — is forfeited. No award vests on any termination except death, disability, or an involuntary termination or good-reason resignation following a change in control, and then only for tranches whose hurdle is already satisfied [75].

Sources: hurdle levels, CAGR equivalents and the February 10, 2023 reference price of $396.94 from the 2026 Proxy Statement [76]; December 31, 2025 close of $208.75 from the same document [77]; July 31, 2026 close from the daily price series, as reported.

The lowest hurdle is $507, or $564 for Winfrey, whose floor was set at the highest hurdle of the 2016 program he participated in [78]. From $144.98 on July 31, 2026, reaching $507 requires the shares to more than triple; reaching Winfrey's $564 requires close to a quadrupling, and the sixth anniversary falls in February 2029.

Source: 2026 Proxy Statement, 2023 Performance Equity Program Award Details, all granted February 22, 2023 [79].

Jamal Haughton did not participate — he joined in November 2023, after the grant — and so receives only annual awards [80].

Strikes against the current price

Charter's own disclosure states that all outstanding stock options granted since May 2016 are underwater, and that the named executives' weighted average strike of $370.69 stood 78% above the December 31, 2025 close of $208.75 [81]. Against the July 31, 2026 close of $144.98, that same weighted average strike is 156% above the market. Across all plans, 17,375,664 options were outstanding at a weighted average exercise price of $387.06 at December 31, 2025, with 9,585,080 shares still available for grant [82].

Source: 2026 Proxy Statement, Outstanding Equity Awards at Fiscal Year End, as of December 31, 2025 [83] [84].

Winfrey also held 59,093 hurdle-gated RSUs from the 2023 program, carried at $12,335,664 on the December 31, 2025 close [85] [86]. The largest exercisable position — 497,309 options struck at $221.25 from the June 2016 performance grant — carried an expiration date of June 17, 2026 [87]. Charter's Class A last closed above that strike on April 23, 2026, at $241.78, and closed at $132.00 on the expiration date (daily price series, as reported).

Contract terms and plan governance

Sources: 2026 Proxy Statement base salary table [88], Compensation Actions in 2025 [89], NEO Employment Agreements and each agreement's initial term [90], and the severance table for termination without cause [91]. Ray's term reflects his agreement effective January 19, 2026 [92]; Haughton's shown term is the agreement in force at year-end 2025.

The CEO package was reset on December 3, 2025, effective December 1: base salary from $1,700,000 to $2,500,000 (a 47.06% increase), target bonus from 250% to 300% of salary, and annual long-term incentive from $17.0 million to $23.0 million, with an initial term through December 1, 2028 [93] [94]. A $6.0 million top-up option grant followed on January 15, 2026, delivered 100% in options against the 75/25 option-and-RSU mix used for the other named executives [95]. Charter set that package in the same year the stock fell to $208.75 from a September 2021 high of $821.01 [96]. Winfrey and DiGeronimo may use company aircraft for up to 125 and 50 hours of discretionary personal use per year [97]; the incremental cost of that use in 2025 was $350,763 and $227,303 respectively [98].

Also approved in December 2025: one-time equity grants contingent on the Cox closing, each worth 1.5 times the executive's annual long-term incentive target and delivered 50% in time-vested options and 50% in time-vested RSUs, with no performance condition [99] [100].

The plan-level guardrails, as disclosed:

• No repricing of options without shareholder approval, an amendment the board adopted on January 28, 2020; no repricing occurred under the 2009 Plan [101].
• Clawback under a policy effective October 1, 2023 complying with NASDAQ Rule 5608, covering the three fiscal years before a required restatement [102].
• Hedging and short sales prohibited for restricted employees, a group that includes all vice presidents and above and all board members [103].
• Ownership guidelines of 5x salary for the CEO, 2x for executive vice presidents and 3x the cash retainer for outside directors — with no deadline for compliance, and expressly not applicable to officers, directors or affiliates of any stockholder holding 10% or more [104]. That carve-out covers the five designees of Liberty Broadband and A/N.
• Say-on-pay every three years, a frequency chosen in 2023 with approximately 51% of votes cast [105].
• Independent consultant Semler Brossy, which the committee states provided no other services to Charter in 2025 [106].

What the Pay Actually Paid

Source: 2026 Proxy Statement, Tabular Disclosure of Pay Versus Performance; 2022 shows Rutledge's figures, the year Winfrey became CEO on December 1 [107].

Source: 2026 Proxy Statement, Pay Versus Performance total shareholder return columns [108].

Compensation Actually Paid tracked the share price in both directions. Winfrey's 2023 Summary Compensation Table total of $89,077,078 is the year the five-year program was booked at grant-date fair value [109]. His 2025 table total was $6,466,193 and his Compensation Actually Paid was negative $46,096,708 — a ratio of minus 7.1 times, against a $100 investment in Charter worth $32 and the peer group worth $127 [110] [111]. Because the 2023 program front-loaded five years of equity, Winfrey received no new stock or option award in 2024 or 2025 [112].

That mechanic also produces a low CEO-to-median pay ratio for a company of this size: 81.7 to 1 for 2025, on a median employee total of $79,159 across roughly 92,000 US employees [113].

Cash did move. Winfrey realized $5,864,083 exercising 34,046 options in 2025, and DiGeronimo $1,196,229 on 9,050 [114]. Those were 2015-vintage options; the post-2016 grants remain underwater.

Severance, on a hypothetical December 31, 2025 termination without cause: $29,520,833 for Winfrey (of which $25,000,000 is cash severance), $13,386,401 for DiGeronimo and $6,993,342 for Fischer, with the stock option column at zero for every executive because every unvested option was out of the money [115]. On a for-cause or voluntary departure, no severance is payable and all unvested equity is cancelled [116].

The 2026 shareholder vote

At the April 21, 2026 annual meeting, the advisory vote on executive compensation drew 98,047,867 votes for and 30,289,182 against — 76.4% support — the first say-on-pay ballot since 2023 under the triennial schedule. The amendment adding 16.0 million shares to the 2019 Stock Incentive Plan passed with 90,820,528 for and 37,522,506 against, or 70.8% [117]. Both tallies include the Liberty Broadband and A/N blocs, which together hold roughly 42% of the voting stock. Balan Nair drew the largest opposition among directors, with 9,597,998 votes against [118].

A shareholder proposal from the New York State Common Retirement Fund seeking disclosure of political expenditure recipients failed for the third consecutive year, drawing 23,286,541 for against 104,891,888 opposed in 2026 [119]. Charter's own disclosure records 18.72% of votes cast in favor in 2025 and 22.01% in 2024, and the proponent notes that 25.5% of Charter's unaffiliated shareholders supported the 2025 version [120]. The gap between the two figures is the designating blocs.

Insider Activity

Source: Charter Form 4 filings — the Rutledge open-market sales and the 2026 purchases by Davis, Winfrey, Nair and Ramos [121], the Merritt sale and the July 2025 purchases by Winfrey and Nair [122], and DiGeronimo's 10b5-1 sale [123]. Winfrey's April 2026 purchase combines 3,468 shares held directly and 3,468 held by spouse from a single Form 4; Rutledge's May 27 row combines two sales of 9,100 shares at $146.96 and $146.92.

Two patterns sit in that table. Serving insiders bought on the way down: roughly $4.9 million of open-market purchases across six transactions, at prices from $274.21 in July 2025 to $140.93 in May 2026, with Winfrey buying twice — once at $273.10 and again at $172.23 [124] [125]. The largest sale came from outside the serving group: Thomas Rutledge, Director Emeritus and CEO until 2022, sold 87,833 shares across May 26 and 27, 2026 for approximately $12.7 million [126].

Winfrey also exercised 24,064 options struck at $183.87 on January 15, 2026 — the day they expired — with 23,366 shares withheld for taxes at $194.61, and received a grant of 80,047 new options the same day [127]. All applicable Section 16(a) filings for fiscal 2025 were made on time [128].

Related-Party Ledger

Charter's Related Party Transactions Policy captures arrangements above $120,000 involving officers, directors, 5% holders and their immediate families, reviewed by the Audit Committee. Open-market and privately negotiated transactions in Charter securities are expressly excluded from the definition [129].

Sources: 2026 Proxy Statement, Certain Relationships and Related Transactions — the A/N tax distributions and tax receivables agreement [130] and the QVC Group carriage and revenue-sharing relationship [131]; Q2 FY2026 Form 10-Q liquidity disclosure [132].

The Liberty Broadband arrangement carries the most moving parts. Under the November 2024 amendment, Charter repurchases stock from Liberty Broadband every month in an amount equal to the greater of $100 million and Liberty Broadband's minimum liquidity threshold. If a repurchase would drop Liberty Broadband's equity interest below 25.25%, or is not permitted by law, Charter must instead lend it the money. Liberty Broadband applies the proceeds to repay its own debt, and it is exempted from the standstill and ownership cap to the extent the repurchases push it above them [133]. That lending clause became operative: in May 2026 Charter advanced a term loan of approximately $359 million to Liberty Broadband [134]. Charter also agreed on March 5, 2026 to an administrative amendment adjusting the monthly liquidity calculation and accelerating that month's buyback process [135].

A/N moved the other way. On August 4, 2025 it notified Charter that it was suspending the standing repurchase agreement, intending the suspension to run through the closing or termination of the Cox Transactions while reserving the right to end it sooner [136]. Charter Holdings bought no units from A/N in the first half of 2026 [137]. One shareholder is selling into the buyback under contract while the other has stepped out of it — which is the mechanical reason A/N's stake rose from 12.40% to 13.12% over 2025 [138] [139].

Officer and Director Docket

No litigation, regulatory proceeding, investigation, sanction or disclosed settlement naming a current Charter officer or director appears in the FY2025 Form 10-K or the 2026 proxy statement. The legal proceedings note discloses corporate matters only: an investigation by the California Attorney General and the Alameda County District Attorney into whether certain waste disposal policies violate the California Business and Professions Code and Health and Safety Code, commenced in January 2014, with a similar Time Warner Cable investigation begun in February 2012 and Charter stating it is cooperating; intellectual property infringement suits; and ordinary-course claims and regulatory inquiries [140]. Charter's certificate of incorporation limits director and officer liability to the maximum permitted by Delaware law, and Charter has entered indemnification agreements with each director and executive officer [141].

The Compensation and Benefits Committee reports no interlocks: no committee member was a Charter officer or employee, and no Charter executive officer served on the compensation committee of another company whose executive sits on Charter's board or its compensation committee [142].

What Changes and When

Sources: stockholders agreement and amendments [143] [144]; special meeting result [145]; A/N suspension [146]; Winfrey agreement [147]; Davis appointment [148]; term loan [149]; Jeffery appointment [150]; program forfeiture date [151]. The term loan date is shown as month-start; the filing states May 2026 without a day.

Both closings are contingent, and the governance consequences run in opposite directions. Liberty Broadband's exit removes three board designees and one privileged shareholder. Cox Enterprises' arrival adds a shareholder with a higher acquisition cap (30%) than either incumbent holds today, three board designees, and — for three years — the chair. How the operating model those directors oversee actually makes money is covered in Business; the multi-year record of what management said and then did sits in History.