8-KLeadership ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Mar 13, 2015)

Filed March 13, 2015For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed a Form 8-K on March 13, 2015, to report on the employment agreement for its Executive Vice President and Chief Financial Officer, Christopher L. Winfrey. This agreement, effective December 31, 2014, outlines his compensation and benefits for a two-year term ending December 31, 2016, and details severance provisions. The key information for investors revolves around the compensation structure and the robust termination benefits provided to Mr. Winfrey. His annual base salary is set at $651,500 with a target bonus of 75% of his base salary. Importantly, the agreement includes significant severance, including two times his base salary and target bonus if terminated without cause or for good reason, as well as accelerated vesting of equity awards. This signals the company's intent to retain key executive talent and provides a clear framework for compensation and potential future payouts.

Key Highlights

  • 1Christopher L. Winfrey, EVP and CFO, has a new two-year employment agreement effective December 31, 2014, expiring December 31, 2016.
  • 2Annual base salary for Mr. Winfrey is set at $651,500.
  • 3Mr. Winfrey has a target annual bonus of 75% of his base salary, dependent on performance.
  • 4Significant termination benefits are outlined: upon termination without cause or resignation for good reason, Mr. Winfrey is entitled to 2x his base salary and target bonus, plus full vesting of equity awards.
  • 5In case of change of control, severance payments would be made in a lump sum.
  • 6The agreement includes a two-year non-compete and non-solicitation clause for Mr. Winfrey upon termination.
  • 7The full employment agreement is filed as an exhibit to this 8-K.

Frequently Asked Questions

The primary purpose of this 8-K filing is to publicly disclose the details of the employment agreement between Charter Communications, Inc. and its Executive Vice President and Chief Financial Officer, Christopher L. Winfrey.

Mr. Winfrey's compensation includes an annual base salary of $651,500 and a target annual bonus of 75% of his base salary, with the actual payout contingent on achieving performance targets. He also receives standard benefits provided to senior executives.

If Mr. Winfrey's employment is terminated without "Cause" or if he resigns for "Good Reason," he is entitled to a severance package that includes cash severance equal to two times his then-current annual base salary and target bonus, a lump-sum payment for 24 months of COBRA healthcare costs, full vesting of all equity awards and long-term incentives, and up to twelve months of outplacement services. In the event of a change of control, the severance would be paid as a lump sum.

Yes, Mr. Winfrey is subject to restrictive covenants upon termination of his employment for any reason. These include a two-year non-compete clause, a two-year non-solicitation clause, and a one-year non-hire clause.