8-KLeadership ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Oct 19, 2021)

Filed October 19, 2021For Securities:CHTR

Summary

This 8-K filing from Charter Communications, Inc. (CHTR) announces significant executive leadership changes and updates to key officer employment agreements, effective October 19, 2021. John Bickham has been appointed Vice Chairman, Chris Winfrey transitions to Chief Operating Officer, and Jessica Fischer assumes the role of Chief Financial Officer. Additionally, Rich DiGeronimo's responsibilities have been expanded to include Network Operations. Of particular interest to investors are the updated employment terms for Chris Winfrey and Jessica Fischer. Mr. Winfrey's amended and restated employment agreement includes a base salary of at least $1,250,000, a target bonus of 160%, and enhanced severance provisions, including 2.5 times base salary plus target bonus in the event of termination without cause or for good reason. Ms. Fischer's employment agreement, as CFO, details a base salary of $700,000, a target bonus of 150%, and severance equivalent to 2.0 times base salary plus target bonus under similar termination conditions. These changes reflect continued investment in and commitment to key executive talent within the company.

Key Highlights

  • 1Appointment of John Bickham as Vice Chairman.
  • 2Chris Winfrey appointed Chief Operating Officer.
  • 3Jessica Fischer appointed Chief Financial Officer.
  • 4Rich DiGeronimo's role expanded to include Network Operations.
  • 5Chris Winfrey's amended employment agreement includes a base salary of at least $1,250,000 and a target annual bonus of 160%.
  • 6Jessica Fischer's employment agreement provides for a base salary of $700,000 and a target annual bonus of 150%.
  • 7Enhanced severance packages for both Chris Winfrey and Jessica Fischer in cases of involuntary termination without cause or resignation for good reason.

Frequently Asked Questions

John Bickham has been appointed Vice Chairman. Chris Winfrey is now the Chief Operating Officer, and Jessica Fischer is the new Chief Financial Officer. Rich DiGeronimo's responsibilities have also been expanded to encompass Network Operations.

Chris Winfrey's amended and restated employment agreement includes an annual base salary of at least $1,250,000, a target annual cash bonus opportunity of 160% of his base salary, and continued participation in employee benefit plans and executive perquisites. He is also entitled to 40 hours of discretionary personal use of company aircraft annually.

For Chris Winfrey, in case of termination without cause or for good reason, severance includes a cash payment of 2.5 times his annual base salary plus target bonus, a prorated bonus, 30 months of COBRA coverage, and outplacement services. For Jessica Fischer, under similar termination conditions, severance includes a cash payment of 2.0 times her annual base salary plus target bonus, 24 months of COBRA coverage, and outplacement services.

Both executives have agreed to standard covenants including nondisclosure of confidential information, non-disparagement, and assignment of intellectual property. Additionally, Chris Winfrey has a two-year non-competition and a one-year non-solicitation covenant. Jessica Fischer has a two-year non-competition and customer non-solicitation covenant, and a one-year employee non-solicitation covenant.