8-KLeadership ChangesOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (May 1, 2012)

Filed May 1, 2012For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on May 1, 2012, to announce the appointment of John Bickham as its new Executive Vice President and Chief Operating Officer (COO), effective April 30, 2012. The filing details the terms of his employment agreement, including his base salary, bonus potential, and significant equity compensation. Mr. Bickham's compensation package is substantial, featuring a base salary of $1.375 million, a target bonus of 135% of his base salary, and equity awards totaling 442,000 shares of common stock. This includes both stock options and restricted stock, with a significant portion tied to performance-based vesting conditions, including specific stock price hurdles. The agreement also outlines robust severance and change-of-control benefits, along with restrictive covenants. Investors should note the extensive details regarding Mr. Bickham's employment terms, particularly the structure of his equity awards and the conditions under which they vest or are forfeited. The significant severance and change-of-control clauses are designed to incentivize and retain key leadership, but also represent potential future costs for the company. Mr. Bickham brings considerable experience from previous roles at Cablevision and Time Warner Cable.

Key Highlights

  • 1Appointment of John Bickham as Executive Vice President and Chief Operating Officer, effective April 30, 2012.
  • 2Employment Agreement for John Bickham includes a 4-year term (expiring April 30, 2016).
  • 3Annual base salary of $1.375 million, with a target bonus of 135% of base salary.
  • 4Equity awards granted: 210,000 stock options and 232,000 shares of restricted stock, totaling 442,000 shares.
  • 5Equity awards include both time-vesting and performance-vesting components, with performance hurdles tied to specific stock price targets ($80, $100, $125, $150).
  • 6Significant termination benefits are outlined, including 2.5 times base salary plus target bonus severance if terminated without 'Cause' or for 'Good Reason'.
  • 7Change of control provisions include accelerated vesting of equity awards under certain termination scenarios within a specified period around a change of control.

Frequently Asked Questions

John Bickham has been appointed as the new Executive Vice President and Chief Operating Officer (COO) of Charter Communications, Inc., effective April 30, 2012. He brings extensive experience in the cable industry, having previously held senior roles at Cablevision and Time Warner Cable, and was a founding executive of KBLCOM.

The new COO, John Bickham, has an employment agreement with a base salary of $1.375 million per year, a target annual bonus of 135% of his base salary, and equity awards comprising 210,000 stock options and 232,000 restricted shares. This compensation structure is subject to annual increases for base salary and performance for the bonus and equity awards.

Mr. Bickham received 442,000 equity awards in total. These are divided into time-vesting (70,000 options, 100,000 restricted shares) and performance-vesting (140,000 options, 132,000 restricted shares) components. Time-vesting awards vest in 25% installments over four years. Performance-vesting awards are tied to achieving specific stock price hurdles ($80, $100, $125, $150 per share) and vest in 25% increments starting 12 months after the grant date, based on a 60-day average trading price.

Mr. Bickham is entitled to standard executive benefits, including reimbursement for travel expenses and limited personal use of the company jet. In the event of termination without 'Cause' or resignation for 'Good Reason', he is eligible for severance equal to 2.5 times his then-current base salary plus target bonus, plus healthcare cost reimbursement and pro-rata bonus. His equity awards also have specific vesting and forfeiture conditions tied to termination type and change-of-control events.