8-KLeadership ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Dec 21, 2009)

Filed December 21, 2009For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on December 21, 2009, primarily detailing a key executive departure and the establishment of a new stock incentive plan. Grier C. Raclin, Executive Vice President and Chief Administrative Officer, departed the company on December 15, 2009. His separation agreement includes significant severance payments, totaling up to $1.7 million, paid over a specified term, along with a prorated bonus for 2009 and continued benefits. This departure and associated costs are important for investors to note regarding executive compensation and company expenses. Furthermore, the filing announces the adoption of the Charter Communications, Inc. 2009 Stock Incentive Plan, effective upon the company's emergence from bankruptcy on November 30, 2009. This plan allows for various equity-based awards (stock options, RSUs, etc.) to attract, retain, and motivate key personnel, with a total of 7,696,786 shares available. The plan also outlines adjustments to target bonuses under the Value Creation Plan for certain named executive officers, indicating a focus on performance-based compensation as the company moves forward post-bankruptcy. Investors should monitor the use and impact of this new incentive plan.

Key Highlights

  • 1Grier C. Raclin, Executive Vice President and Chief Administrative Officer, departed Charter Communications on December 15, 2009.
  • 2Mr. Raclin's separation agreement includes severance payments of approximately two times his base salary and target bonus, totaling up to $1,703,652.62, paid over a two-year period.
  • 3He will also receive a lump sum bonus for the first half of 2009 and continued benefits coverage.
  • 4Charter Communications adopted the 2009 Stock Incentive Plan, effective upon its emergence from bankruptcy on November 30, 2009, to incentivize employees, directors, and consultants.
  • 5The 2009 Stock Plan has 7,696,786 shares available for grants, including stock options, stock appreciation rights, restricted stock, and performance awards.
  • 6The company announced adjustments to target bonuses for the Cash Incentive Program for certain named executive officers, effective December 15, 2009.
  • 7Restricted stock awards under the new plan were granted on December 16, 2009, to certain employees, including named executive officers, vesting over three years.

Frequently Asked Questions

Mr. Raclin's departure results in a significant severance payment package, estimated to be up to $1,703,652.62, paid over a two-year period. This includes continuation of salary and target bonus, a prorated bonus for 2009, and continued benefits. Investors should consider this payout as an expense related to executive transition.

The 2009 Stock Incentive Plan was adopted to provide incentives designed to attract, retain, and motivate highly competent officers, directors, employees, and consultants. It aims to align their interests with the company's long-term success through various equity-based awards.

Eligibility includes members of the Board of Directors, employees of Charter Communications and its subsidiaries, and consultants providing services to the company. The selection of participants is at the discretion of the committee administering the plan.

The plan allows for a variety of awards, including nonqualified stock options, incentive stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, dividend equivalent rights, and performance awards. These awards can be structured to qualify as performance-based compensation.