8-KLeadership ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Aug 21, 2023)

Filed August 21, 2023For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on August 21, 2023, reporting on an amended employment agreement for Senior Executive Vice President David G. Ellen. The agreement extends Mr. Ellen's role through November 30, 2023, after which he will transition to an Executive Advisor role until July 1, 2025. This filing details Mr. Ellen's compensation structure, including a substantial annual base salary and bonus opportunity for his continued executive role and a revised compensation package for his advisory period. Notably, Mr. Ellen will not receive additional equity awards post-August 15, 2023, but will remain eligible for standard employee benefits and expense reimbursements. The agreement also outlines terms for termination and includes standard restrictive covenants.

Key Highlights

  • 1Amended Employment Agreement for David G. Ellen, Senior Executive Vice President, extending his service through November 30, 2023.
  • 2Transition to an Executive Advisor role for Mr. Ellen from December 1, 2023, to July 1, 2025.
  • 3Annual base salary of at least $1,250,000 and a target bonus of 160% of base salary through November 30, 2023.
  • 4Revised compensation for advisory period includes a $5,000 monthly base salary and an aggregate of approximately $4.85 million in payments from December 1, 2023, to July 1, 2025.
  • 5Mr. Ellen will not be granted additional equity awards after August 15, 2023.
  • 6Compensation is contingent upon Mr. Ellen executing a release of claims.
  • 7Employment agreement includes covenants regarding non-disclosure, intellectual property assignment, non-disparagement, non-competition, and non-solicitation.

Frequently Asked Questions

This 8-K filing announces an amendment to the employment agreement for David G. Ellen, Senior Executive Vice President of Charter Communications. It details the terms of his continued employment and subsequent transition to an advisory role.

Mr. Ellen will continue as Senior Executive Vice President until November 30, 2023, with a significant base salary and bonus. From December 1, 2023, to July 1, 2025, he will serve as an Executive Advisor with a reduced base salary and a defined total compensation package for that period. He will no longer receive new equity awards after August 15, 2023.

The described benefits and compensation are subject to Mr. Ellen executing a release of claims in favor of the Company. He has also agreed to various covenants, including non-disclosure, non-disparagement, and for specified periods post-termination, non-competition and non-solicitation.

If Mr. Ellen's employment is terminated due to his death or disability before July 1, 2025, he will still be entitled to receive the remaining compensation payments outlined in the agreement on their originally scheduled payment dates.