01—Abstract
Summary
Summary of the 8-K filed January 22, 2026. Cited figures are marked; the original filing is the authoritative source.
Charter Communications, Inc. (CHTR) has filed an 8-K report on January 22, 2026, detailing an updated employment agreement with Adam Ray, its Executive Vice President and Chief Commercial Officer.
The new agreement, effective January 19, 2026, and running through January 19, 2028, outlines significant compensation and benefits for Mr. Ray. This filing is crucial for investors to understand executive compensation structure and retention efforts for key leadership positions. The agreement confirms Mr. Ray's continued role and establishes a base salary of at least $750,000,a with a target annual bonus opportunity of 160% of his base salary.
Furthermore, substantial equity awards are planned, starting in 2027, with a grant date fair value of at least $4,250,000b annually. A 'top up' equity award of $500,000 was also granted upon the agreement's execution. The terms also include severance provisions, restrictive covenants, and continued participation in standard employee benefit plans, reflecting a commitment to retaining Mr. Ray in his critical commercial leadership role.
02—Key points
Key Highlights
- Adam Ray, EVP and Chief Commercial Officer, has a new employment agreement effective January 19, 2026, with a two-year term ending January 19, 2028.
- Mr. Ray's annual base salary will be at least $750,000.
- He has a target annual cash bonus opportunity of 160% of his annual base salary.
- Starting in 2027, Mr. Ray will receive annual equity awards with a grant date fair value of at least $4,250,000.
- A $500,000 'top up' equity award (options and RSUs) was granted, vesting on the third anniversary of the grant date.
- Severance provisions include 2.0x base salary plus target bonus, 24 months of COBRA coverage, and 12 months of outplacement services in case of involuntary termination without cause or termination for good reason.
- Mr. Ray is subject to non-competition (2 years post-termination) and non-solicitation (1 year post-termination) covenants.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to report the details of a new employment agreement entered into by Charter Communications, Inc. with its Executive Vice President and Chief Commercial Officer, Adam Ray.
What are the key financial terms of Adam Ray's new employment agreement?
The agreement includes an annual base salary of at least $750,000, a target annual cash bonus of 160% of his base salary, and significant annual equity awards starting in 2027 valued at a minimum of $4,250,000. A $500,000 'top up' equity award has also been granted.
What severance benefits are provided to Mr. Ray?
In the event of termination by Charter without cause or by Mr. Ray for good reason, he is entitled to a severance payment equal to 2.0 times his annual base salary plus target annual bonus, 24 months of COBRA coverage, and up to 12 months of outplacement services, subject to a release of claims.
Are there any restrictions on Mr. Ray's future activities after leaving Charter?
Yes, Mr. Ray has agreed to covenants including non-disclosure of confidential information, assignment of intellectual property, non-disparagement, a two-year non-competition period, and a one-year non-solicitation period for customers and employees following termination.
04—Continue