DEF 14A of Charter Communications, Inc. /Mo/, Mar 14, 2024

DEF 14A of Charter Communications, Inc. /Mo/

Filed Mar 14, 2024 · FY20230001193125-24-067965

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors The size of our Board of Directors is thirteen, and we have twelve members standing as nominees for election as well as one new director-nominee, Carolyn J. Slaski. Proxies cannot be voted for a greater number of persons than the number of nominees named. As set forth in more detail below, the Nominating and Corporate Governance Committee of the Board of Directors and the Board of Directors have determined that twelve of our thirteen current directors are independent pursuant to NASDAQ rules, and that twelve of our thirteen director nominees are independent pursuant to NASDAQ rules. Each of our directors is elected on an annual basis. The Board of Directors is soliciting your vote for the directors to be elected at the annual meeting of stockholders. Once elected, each of the directors will hold office until his or her successor is elected, or he or she resigns or is otherwise removed. Mr. Rutledge retired from the role of Executive Chairman of the Company and the Board of Directors (“Executive Chairman”) effective November 30, 2023, but continues to serve as a director emeritus. Mr. Winfrey was appointed to the Board of Directors effective November 30, 2023 to fill the vacancy resulting from Mr. Rutledge’s retirement. The Board also appointed Eric L. Zinterhofer as Non-Executive Chairman of the Board effective November 30, 2023 upon the retirement of Mr. Rutledge as Executive Chairman. Craig Jacobson will not stand for reelection to the Board and his term of office will expire as of the end of the annual meeting. To fill the vacancy caused by Mr. Jacobson’s departure, Carolyn J. Slaski has been nominated by the Board of Directors, based on the recommendation of the Nominating and Corporate Governance Committee, for election to the Board of Directors at the upcoming annual meeting. Ms. Slaski was identified by a third party recruiting firm that the Nominating and Corporate Governance Committee engaged to assist in developing its pipeline of potential diverse director candidates. Under the Second Amended and Restated Stockholders Agreement, dated May 23, 2015, among Charter, Liberty Broadband Corporation (“Liberty Broadband”), A/N and the former Charter Communications, Inc. (the “Stockholders Agreement”), and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Under the Stockholders Agreement, Liberty Broadband currently has the right to designate three directors as nominees for Charter’s Board of Directors and A/N currently has the right to designate two directors as nominees for Charter’s Board of Directors. Of our current directors and the director nominees named in this proxy statement, Messrs. Maffei, Meyer and Nair were designated by Liberty Broadband and Messrs. Miron and Newhouse were designated by A/N. THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE DIRECTOR NOMINEES. Information about the Director Nominees The following information concerns the thirteen individuals who have been nominated by the Board of Directors for election by the stockholders. Each of the following individuals currently serves as a director except new director-nominee Carolyn J. Slaski.

  2. Proposal No. 1: Election of Directors

    | Directors | Position(s) | | Eric L. Zinterhofer | Non-Executive Chairman | | W. Lance Conn | Director | | Kim C. Goodman | Director | | Gregory B. Maffei | Director | | John D. Markley, Jr. | Director | | David C. Merritt | Director | | James E. Meyer | Director | | Steven A. Miron | Director | | Balan Nair | Director | | Michael A. Newhouse | Director | | Mauricio Ramos | Director | | Carolyn J. Slaski | Director | | Christopher L. Winfrey | Director |

  3. Proposal No. 1: Election of Directors

    Director Nominees

  4. Proposal No. 1: Election of Directors

    | Eric L. Zinterhofer Non-Executive Chairman Age: 52 Director Since: 2009 Committees: Compensation and Benefits, Nominating and Corporate Governance, Finance | | Biographical Information: Mr. Zinterhofer serves as Non-Executive Chairman of Charter’s board of directors and was previously the Lead Independent Director of the board from May 2016 to November 2023, and served as the Non-Executive Chairman of the board from November 2009 through May 2016. In 2010, Mr. Zinterhofer founded Searchlight Capital Partners, L.P., a private equity firm. Previously, he served as a senior partner at Apollo Management, L.P. and was with Apollo from 1998 until May 2010. Mr. Zinterhofer is a director of Univision Holdings, Inc., Ziply Fiber LLC, and Liberty Latin America Ltd. Mr. Zinterhofer previously served as a director of Hemisphere Media Group until 2022, TouchTunes Interactive until 2022, Global Eagle Entertainment until 2020, Roots Corporation until 2020, Liberty Cablevision of Puerto Rico until 2018, General Communication Inc. until 2018, 160 Over Ninety LLC until 2018, Hunter Boot Limited until 2015, Integra Telecom, Inc. until 2015, and Central European Media Enterprises Ltd. until 2013. Mr. Zinterhofer received B.A. degrees with Honors in Economics and European History from the University of Pennsylvania and received an M.B.A. from Harvard Business School. | | Skills and Qualifications: Mr. Zinterhofer’s qualifications to sit on Charter’s Board include his extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries. This knowledge and experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes. |

  5. Proposal No. 1: Election of Directors

    | W. Lance Conn Independent Director Age: 55 Director Since: 2004 Committees: Compensation and Benefits (Chair), Finance | | Biographical Information: Mr. Conn is a businessman, investor and conservationist. From July 2004 to May 2009, Mr. Conn served as the President of Vulcan Capital, the investment arm of Vulcan, Inc. Prior to Vulcan, Mr. Conn was employed by America Online, Inc. from March 1996 to May 2003. From September 1994 to February 1996, Mr. Conn was an attorney with Shaw, Pittman, Potts & Trowbridge LLP in Washington, D.C. Mr. Conn holds a J.D. degree from the University of Virginia, a M.A. degree in history from the University of Mississippi and a B.A. degree in history from Princeton University. | | Skills and Qualifications: Mr. Conn’s qualifications to sit on Charter’s Board include his extensive experience in the media and telecommunications industries, his experience in the investment industry and his knowledge of Charter gained from his long-term service as a director. |

  6. Proposal No. 1: Election of Directors

    | Kim C. Goodman Independent Director Age: 58 Director Since: 2016 Committees: Audit | | Biographical Information: Ms. Goodman is Chief Executive Officer of Smarsh, Inc., a global leader in digital communications compliance and intelligence. Prior to joining Smarsh, Ms. Goodman was President, Payments and Risk Solutions of Fiserv, Inc., a leading global provider of financial services and technology solutions. While at Fiserv, Ms. Goodman also served as Head of Merchant Joint Ventures and Acquirer Processing and Head of Card Services. Prior to Fiserv, Ms. Goodman was Chief Executive Officer of Worldpay US, following seven years at American Express (AMEX), where she served as president of its Global Business Travel and Merchant Services Americas units. Prior to joining AMEX, she held executive leadership roles at Dell Inc. in Software and Peripherals, Marketing and Transactional Sales and Dell Networking. Ms. Goodman began her career in management consulting with Bain & Company, where she ascended to the role of partner. Ms. Goodman previously served as a director of Alcatel-Lucent SA, Brocade Communications Systems, and National Life Insurance Company. A graduate of Stanford University with a Master of Science in Industrial Engineering and Bachelor of Arts in Political Science, Ms. Goodman also earned a Master of Business Administration from Harvard Business School where she was a Baker Scholar. | | Skills and Qualifications: Ms. Goodman’s qualifications to sit on Charter’s Board include her experience in software, networking, financial services and customer service, her experience serving on other public company boards, as well as her experience in executive leadership roles at Smarsh, Fiserv, Worldpay US and AMEX and previous senior leadership positions in both software and networking at Dell Inc. |

  7. Proposal No. 1: Election of Directors

    | Gregory B. Maffei Independent Director Age: 63 Director Since: 2013 Committees: Compensation and Benefits, Finance | | Biographical Information: Mr. Maffei has served as the President and Chief Executive Officer and a director of Liberty Media Corporation (including its predecessor, Liberty Media) since May 2007, Liberty Broadband Corporation (Liberty Broadband) since June 2014 and Liberty Media Acquisition Corporation since November 2020. He has served as Chairman of the Board of Atlanta Braves Holdings, Inc. since July 2023 and as President and Chief Executive Officer since December 2022. He has served as Chairman of the Board of Liberty TripAdvisor Holdings, Inc. since June 2015 and as a director and the President and Chief Executive Officer since July 2013. He has served as the Chairman of the Board of Qurate Retail, Inc. (formerly named Liberty Interactive Corporation, Qurate Retail) since March 2018 and as a director of Qurate Retail (including its predecessor) since November 2005. Mr. Maffei also served as the President and Chief Executive Officer of Qurate Retail (including its predecessor) from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006. Mr. Maffei also served as the President and Chief Executive Officer and a director of GCI Liberty, Inc. from March 2018 until December 2020. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, Chairman of the Board, President and Chief Executive Officer of 360networks Corporation, and Chief Financial Officer of Microsoft Corporation. Mr. Maffei has served as (i) the Chairman of the Board of Tripadvisor, Inc. since February 2013, (ii) the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and as a director since February 2011, (iii) the Chairman of the Board of Sirius XM Holdings Inc. since April 2013 and as a director since March 2009 and (iv) a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow, Inc., from May 2005 to February 2015. Mr. Maffei served as (i) a director of GCI Liberty from March 2018 until its December 2020 combination with Liberty Broadband, (ii) Chairman of the Board of Starz from January 2013 until its acquisition by Lions Gate Entertainment Corp. in December 2016, (iii) a director of Barnes & Noble. Inc. from September 2011 to April 2014, (iv) a director of Electronic Arts, Inc. from June 2003 to July 2013, (v) a director of DIRECTV and its predecessors from February 2008 to June 2010 and (vi) the Chairman of the Board of Pandora Media, Inc. from September 2017 to February 2019. Mr. Maffei is a member of the Board of Trustees of Dartmouth College and the Council on Foreign Relations. Mr. Maffei has an M.B.A. from Harvard Business School, where he was a Baker Scholar, and a B.A. from Dartmouth College. | | Skills and Qualifications: Mr. Maffei’s qualifications to sit on Charter’s Board include his significant financial and operational experience based on his current senior policy making positions at the Liberty companies described above and his previous executive positions at Oracle Corporation, 360networks and Microsoft. In addition, Mr. Maffei has extensive public company board experience. He provides our Board with an executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles. |

  8. Proposal No. 1: Election of Directors

    | John D. Markley, Jr. Independent Director Age: 58 Director Since: 2009 Committees: Nominating and Corporate Governance (Chair), Audit | | Biographical Information: Mr. Markley is Managing Director of Bear Creek Capital, an investment firm focused on public and private companies in the communications, media and technology industries. Mr. Markley also is a partner at New Amsterdam Growth Capital. From 1996 to 2009, Mr. Markley was a partner at Columbia Capital, a venture capital firm, where he served on the board of numerous private companies. Mr. Markley is a director of Interdigital, Inc. where he serves as the Chair of its governance committee and member of its compensation committee. Mr. Markley previously served as Chairman of the Board of BroadSoft, Inc. until its acquisition by Cisco Systems, Inc. in February 2018 where he also served on the compensation committee, and as a director of Millennial Media, Inc. from July 2006 to May 2014. Mr. Markley also is currently a director of numerous private companies in the communications, media and technology industries. Mr. Markley received a B.A. degree from Washington & Lee University and an M.B.A degree from Harvard Business School. | | Skills and Qualifications: Mr. Markley’s qualifications to sit on Charter’s Board include his private equity and operating experience and his extensive experience with communications, media and technology companies, which allow him to contribute guidance and advice relating to the development and execution of the company’s strategy and analysis of potential business opportunities. |

  9. Proposal No. 1: Election of Directors

    | David C. Merritt Independent Director Age: 69 Director Since: 2003 Committees: Audit (Chair), Finance | | Biographical Information: Mr. Merritt is a private investor and consultant. From March 2009 to December 2013, he served as the president of BC Partners, Inc., a financial advisory firm. From October 2007 to March 2009, Mr. Merritt served as Senior Vice President and Chief Financial Officer of iCRETE, LLC. From 1985 to 1999, Mr. Merritt was an audit and consulting partner of KPMG serving in a variety of capacities during his years with the firm, including national partner in charge of the media and entertainment practice. Mr. Merritt sits on the board of directors and Audit Committee of Taylor Morrison Home Corporation. Mr. Merritt previously served as a director and as the Chairman of the Audit Committee of Calpine Corporation until March 2018. He was also a director of Buffet Restaurants Holdings, Inc. until August 2015 and he served as a director of Outdoor Holdings, Inc. until May 2013. Mr. Merritt holds a B.S. degree in Business and Accounting from California State University — Northridge. | | Skills and Qualifications: Mr. Merritt’s qualifications to sit on Charter’s Board include his many years of experience as an audit and consulting partner with a major accounting firm, as a director and audit committee member, and in the media industry. As a seasoned director and audit committee chair with extensive accounting, financial reporting and audit committee experience, Mr. Merritt brings a strong background in leadership, governance and corporate finance to our Board. |

  10. Proposal No. 1: Election of Directors

    | James E. Meyer Independent Director Age: 69 Director Since: 2018 Committees: Nominating and Corporate Governance | | Biographical Information: Mr. Meyer served as Chief Executive Officer of Sirius XM Holdings Inc. (“Sirius XM”), an audio entertainment provider, from December 2012 until his retirement on December 31, 2020. Mr. Meyer has been a director of Sirius XM since 2013 and is currently serving as Vice Chairman of the Sirius XM board. Previously, Mr. Meyer was the President, Operations and Sales, of Sirius XM. Prior to joining Sirius XM in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25 year period, including as the Senior Executive Vice President of Digital Media Solutions of Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held senior management positions at General Electric and RCA. Mr. Meyer served as Chairman of the Board of Directors and a director of TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation) until 2020 and served as a director of Pandora Media, Inc. until 2019. Mr. Meyer holds an M.B.A. and an undergraduate degree in economics, both from St. Bonaventure University. | | Skills and Qualifications: Mr. Meyer’s qualifications to sit on Charter’s Board include his expertise in media and business and his extensive managerial experience. Mr. Meyer brings to our Board demonstrated management ability at senior levels and critical industry, technology and operational insights. |

  11. Proposal No. 1: Election of Directors

    | Steven A. Miron Independent Director Age: 57 Director Since: 2016 Committees: Compensation and Benefits | | Biographical Information: Mr. Miron is the Chief Executive Officer of Advance/Newhouse Partnership, a privately-held media company headquartered in Syracuse, New York and a senior executive officer at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, which produces high quality award-winning journalism, content and entertainment in a variety of media formats, including print, digital and video, for global audiences; Advance Local, which operates America’s leading local media groups news and information companies in more than 20 cities as well as software and data platforms, and marketing agencies; Stage Entertainment, one of the world’s leading producers of musical theatre, operating a network of 16 premier theatres across continental Europe; The IRONMAN Group, the world’s largest operator of mass participation sports platform; in the world; American City Business Journals, the largest publisher producer of local business news, information and events in the United States, covering 44 cities; Leaders Group, a global business intelligence platform for sports and gaming professionals; Turnitin, a leading provider of educational technology to promote academic integrity, streamline grading and feedback and improve educational outcomes; 1010data, a leading provider of cloud-based data analytics; and POP, a digital marketing agency. Advance holds an approximately 13% interest in Charter and is among the largest shareholders in Warner Bros. Discovery, Inc. and Reddit. Mr. Miron previously served as President of Bright House Networks from July 2002 to May 2008 and as Chief Executive Officer from May 2008 until May 2016, when Bright House Networks was acquired by Charter. Mr. Miron currently serves as a director of Warner Bros. Discovery, Inc. and C-SPAN and was previously a member of the board of directors of the National Cable & Telecommunications Association and CableLabs. Mr. Miron previously served for several years on the board of directors and executive committee for CTAM and the boards of Emma Bowen Foundation, CTAM Educational Foundation, Crouse Health Foundation and the Jewish Community Foundation of Central New York. Mr. Miron is a graduate of American University. | | Skills and Qualifications: Mr. Miron’s qualifications to sit on Charter’s Board include his extensive experience as a cable television executive and his experience in the media and technology industries. Mr. Miron has developed a deep understanding of our industry and his expertise in the cable television industry makes him a valued presence on our Board. |

  12. Proposal No. 1: Election of Directors

    | Balan Nair Independent Director Age: 57 Director Since: 2013 Committees: None | | Biographical Information: Mr. Nair is President and Chief Executive Officer and a director of Liberty Latin America, Ltd., an integrated telecommunications company focused on the Caribbean Islands and Latin America. Mr. Nair is an experienced and proven business executive with more than 20 years in the telecommunications industry. He has been a part of the Liberty family of companies since 2007, when he joined Liberty Global as its Senior Vice President and Chief Technology Officer. He most recently served as Executive Vice President and Chief Technology and Innovation Officer. In this role, he was responsible for overseeing Liberty Global’s worldwide network, as well as Technology and Innovation operations, including Product Development, IT, Network Operations, Mobile Operations and Global Supply Chain functions. He was also responsible for Corporate Strategy and Venture investments. Mr. Nair was an executive officer of Liberty Global and sat on Liberty Global’s Executive Leadership Team and the Investment Committee. Prior to joining Liberty Global, from December 2006 to June 2007, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company. Prior to his role at AOL, he spent more than 12 years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair sits on the board of directors and compensation committee of Adtran Corporation. Mr. Nair previously served as a director of Telenet Group Holding, N.V., which trades on EN Brussels. He holds a patent in systems development and is a Licensed Professional Engineer in Colorado. Mr. Nair holds an M.B.A. and a B.S. in electrical engineering, both from Iowa State University. | | Skills and Qualifications: Mr. Nair’s qualifications to sit on Charter’s Board include his significant executive experience in building, integrating and managing technology businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems. | | Michael A. Newhouse Independent Director Age: 64 Director Since: 2016 Committees: Nominating and Corporate Governance, Finance | | Biographical Information: Mr. Newhouse is a co-president at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, which produces high quality award-winning journalism, content and entertainment in a variety of media formats, including print, digital and video, for global audiences; Advance Local, which operates America’s leading local media groups news and information companies in more than 20 cities as well as software and data platforms, and marketing agencies; Stage Entertainment, one of the world’s leading producers of musical theatre, operating a network of 16 premier theatres across continental Europe; The IRONMAN Group, the world’s largest operator of mass participation sports platform; in the world; American City Business Journals, the largest publisher producer of local business news, information and events in the United States, covering 44 cities; Leaders Group, a global business intelligence platform for sports and gaming professionals; Turnitin, a leading provider of educational technology to promote academic integrity, streamline grading and feedback and improve educational outcomes; 1010data, a leading provider of cloud based data analytics; and POP, a digital marketing agency. Advance holds an approximately 13% interest in Charter and is among the largest shareholders in Warner Bros. Discovery, Inc. and Reddit. Mr. Newhouse is a graduate of Tufts University. | | Skills and Qualifications: Mr. Newhouse’s qualifications to sit on Charter’s Board include his extensive experience in the cable television, media and technology industries. Mr. Newhouse has developed a deep understanding of our industry and his expertise in the cable television industry makes him a valued member of our Board. |

  13. Proposal No. 1: Election of Directors

    | Mauricio Ramos Independent Director Age: 55 Director Since: 2016 Committees: Compensation and Benefits | | Mr. Ramos has been the Chief Executive Officer of Millicom International Cellular S.A. (“Millicom”), a Luxembourg public liability company traded on the Stockholm and U.S. NASDAQ stock exchange since April 2015 and was elected as an Executive Director in June 2020. He was appointed Interim Chairman in September 2023. Millicom is a leading telecommunications and media company dedicated to emerging markets in Latin America and Africa. Before joining Millicom, he was President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile and President of Liberty Puerto Rico. Throughout this period he has successfully developed both mobile and broadband businesses in Latin America, delivering solid operational improvement and outstanding financial results. In 2021 Mr. Ramos was elected as Chair of the U.S. Chamber’s U.S. Colombia Business Council (“USCBC”) and he also joined the Broadband Commission for Sustainable Development as a Commissioner and the INCAE business school Presidential Advisory Council. He is also the Chair of the Digital Communications Industry Community of the World Economic Forum. Mr. Ramos sat on the GSMA Board of Directors from 2017-2019. He has also served as Director of the Biennal of the Americas from 2012 to 2015, Director of Columbus Networks from 2013 to 2014, and Director of the American Chamber of Commerce in Chile from 2007-2011, among various other roles. He is a citizen of the United States and Colombia and received a degree in Economics, a degree in Law, and a postgraduate degree in Financial Law from Universidad de los Andes in Bogota. | | Skills and Qualifications: Mr. Ramos’ qualifications to sit on Charter’s Board include his significant executive experience in the telecommunications and media industries. His experience in these areas as well as his experience developing both mobile and broadband businesses make him a valued member of our Board. | | Carolyn J. Slaski Independent Director-Nominee Age: 61 Director Since: N/A Committees: None | | Biographical Information: Ms. Slaski served as the Americas and US Vice-Chair of Talent of EY LLP from 2015 to 2021. Previously, Ms. Slaski was a Senior Audit Partner from 1984-2021 and, during that time, also served as the East Region Assurance Managing Partner from 2013 to 2015, New Jersey Office Managing Partner and Market Segment Leader from 2010-2013 and European Client Service Partner and Capital Markets Leader from 2002 to 2005. Ms. Slaski serves on the board of TELUS International where she sits on the Audit and HR committees. Ms Slaski holds a Bachelor of Arts in Economics (Honors) from Rutgers University, a Certified Public Accountant certification and has completed EY’s Strategic Leadership Program by Harvard University. | | Skills and Qualifications: Ms. Slaski’s qualifications to sit on Charter’s Board include her many years of experience as an audit and lead partner with a major accounting firm. As an experienced director and audit committee member with extensive accounting, financial reporting and audit committee experience, Ms. Slaski will bring a strong background in strategic leadership, risk management, information technology and information management to our Board. |

  14. Proposal No. 1: Election of Directors

    | Christopher L. Winfrey Director Age: 48 Director Since: 2023 Committees: None | | Mr. Winfrey was named President and Chief Executive Officer of Charter Communications in December 2022 and appointed to the Board of Directors in November 2023. He most recently served as Chief Operating Officer since 2021, where he oversaw all cable operations, including marketing, sales, field operations and customer operations, as well as Spectrum Enterprise. Mr. Winfrey joined Charter as Chief Financial Officer in 2010 responsible for Charter’s accounting, financial planning and analysis, procurement, real estate, tax and treasury functions, as well as mergers and acquisitions, capital structure activities and investor relations. Charter added oversight of its fiber-based Spectrum Enterprise business to his CFO responsibilities in 2019, and operational leadership of the residential and SMB Sales and Marketing organization, and Spectrum Community Solutions in February of 2021. Prior to joining Charter, Mr. Winfrey served as Chief Financial Officer of Unitymedia GmbH, Germany’s second-largest cable operator, and as Managing Director for Unitymedia’s cable operations, broadcasting and satellite entities. Earlier in his career, Mr. Winfrey served as Senior Vice President, Corporate Finance and Development at Cablecom, GmbH. He was previously a Director of Financial Planning and Analysis and Director of Operations Services of NTL Incorporated’s continental European operations, and a senior associate in the private equity group at Communications Equity Associates. Mr. Winfrey has spent more than 25 years in the cable industry, and in 2015 received The Internet & Television Association’s (NCTA) Vanguard Award for Young Leadership. He currently serves on the Boards of the NCTA, CableLabs and National Urban League. He received a B.S. in accounting and an MBA from the University of Florida. | | Skills and Qualifications: Mr. Winfrey’s qualifications to sit on Charter’s Board include his many years of experience as an executive in the telecommunications industry, including as our President and Chief Executive Officer since December 2022. Mr. Winfrey is responsible for setting and executing the goals and strategies related to our business and provides the Board not only with a knowledge of our day-to-day operations, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. |

  15. Proposal No. 1: Election of Directors

    Board of Directors and Committees of the Board of Directors Our Board of Directors meets regularly throughout the year on an established schedule. The Board also holds special meetings and executive sessions and acts by written consent from time to time as necessary. The Company held an annual stockholders’ meeting in 2023, which twelve directors attended. Members of the Board of Directors are encouraged to attend the annual meeting each year. In 2023, the full Board of Directors held fourteen meetings and acted two times by unanimous written consent. All directors attended 75% or more of the aggregate meetings of the Board and of the Board committees on which they served during 2023. The Board of Directors delegates authority to act with respect to certain matters to Board committees whose members are appointed by the Board of Directors. The current standing committees of the Board of Directors are the following: Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee and Finance Committee. The Audit, Compensation and Benefits, Nominating and Corporate Governance and Finance Committees each have a charter that is available on the “Investors” section of our website at ir.charter.com. Charter’s Audit Committee is responsible for overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, reviewing the work of the independent registered public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and reviewing our risk management program. During 2023, the Audit Committee members consisted of Messrs. Merritt and Markley and Ms. Goodman. Mr. Merritt is Chairman of the Audit Committee. Charter’s Board of Directors has determined that, in its judgment, Mr. Merritt is an audit committee financial expert within the meaning of the applicable federal regulations. All members of the Audit Committee were determined by the Board of Directors in 2023 to be independent in accordance with the listing standards of NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met five times and acted two times by unanimous written consent in 2023. The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company. During 2023, Messrs. Conn, Maffei, Miron, Ramos and Zinterhofer served on the Compensation and Benefits Committee. Mr. Conn served as the Chairman of the Compensation and Benefits Committee during 2023. All members of the Compensation and Benefits Committee were determined by the Board of Directors in 2023 to be independent in accordance with the listing standards of NASDAQ and Rule 10C of the Exchange Act. The Compensation and Benefits Committee met six times and acted three times by unanimous written consent in 2023. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending Board and committee nominations, overseeing the Corporate Governance Guidelines, reviewing and reporting to the Board as to director independence, overseeing environmental, social and governance matters, reviewing public policy priorities and political engagement strategy and overseeing lobbying activities. The Nominating and Corporate Governance Committee considers director candidates proposed by stockholders if adequate information is submitted in a timely manner (see “Nomination and Qualifications of Directors” below). During 2023, Messrs. Markley, Jacobson, Meyer, Newhouse and Zinterhofer served on the Nominating and Corporate Governance Committee. Mr. Markley is the Chairman of the Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee were determined by the Board in 2023 to be independent in accordance with the listing standards of NASDAQ. The Nominating and Corporate Governance Committee met four times in 2023. The Finance Committee reviews the Company’s financing activities and approves the terms and conditions of certain financing transactions, in consultation with the Company’s legal and financial advisors. During 2023, Messrs. Conn, Maffei, Merritt, Newhouse and Zinterhofer served on the Finance Committee. The Finance Committee met one time and acted four times by unanimous written consent in 2023. In addition to the standing committees described above, from time to time, the Board of Directors may create “ad hoc” committees for specific projects or transactions. Ad hoc committees acted by written consent during 2023 related to the Company’s stock buyback arrangements with each of A/N and Liberty Broadband. The Nominating and Corporate Governance Committee and the Board of Directors have determined that a majority of the thirteen current directors are independent, and a majority of the thirteen director nominees are independent. The Nominating and Corporate Governance Committee and the Board of Directors have specifically determined that Ms. Goodman and Messrs. Conn, Jacobson, Markley, Merritt, Ramos and Zinterhofer are independent directors under NASDAQ rules. The Nominating and Corporate Governance Committee and the Board of Directors have also determined that director-nominee Ms. Slaski is independent under NASDAQ rules. The Nominating and Corporate Governance Committee and the Board of Directors also determined that Messrs. Maffei, Meyer and Nair are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, Liberty Broadband, a stockholder of the Company, they may not be considered independent under SEC rules for Audit Committee membership purposes. Similarly, the Nominating and Corporate Governance Committee and the Board of Directors determined that Messrs. Miron and Newhouse are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, A/N, a stockholder of the Company, they may not be considered independent under SEC rules for Audit Committee membership purposes. The Nominating and Corporate Governance Committee and the Board of Directors further determined that Messrs. Maffei, Meyer, Miron, Nair and Newhouse’s designation as nominees by, or relationship with, a stockholder of the Company does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation and Benefits Committee membership purposes. Mr. Winfrey is President and Chief Executive Officer of the Company and is thus not independent for NASDAQ Rule purposes as an executive officer of the Company. Nomination and Qualifications of Directors

  16. Proposal No. 1: Election of Directors

    Candidates for director are nominated by the Board of Directors, based on the recommendation of the Nominating and Corporate Governance Committee and subject to certain requirements under the Stockholders Agreement. Charter’s Corporate Governance Guidelines provide that, among other things, candidates for new Board membership to be considered by Charter’s Board of Directors should be individuals from diverse business and professional backgrounds with unquestioned high ethical standards and professional achievement, knowledge and experience. The Corporate Governance Guidelines provide that a candidate’s contribution of diversity to the Board of Directors (based on common factors associated with diversity such as gender, race/ethnicity and other background characteristics that enhance the diversity of the Board) will be one of the many elements considered in evaluating candidates. Further, the Board of Directors and the Nominating and Corporate Governance Committee believe that it is important that Board members represent diverse viewpoints. In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. In addition, director candidates must be individuals with the time and commitment necessary to perform the duties of a Board member and other special skills that complement or supplement the skill sets of current directors. We believe that the Board of Directors is comprised of an effective mix of experience, backgrounds, knowledge, and skills, including the following:

  17. Proposal No. 1: Election of Directors

    | • | Nine directors have experience and demonstrated expertise in managing large, complex organizations, such as serving as CEOs or next-level executives of a significant company or organization; |

  18. Proposal No. 1: Election of Directors

    | • | Four directors and the new director nominee have significant financial, accounting or other risk management expertise; |

  19. Proposal No. 1: Election of Directors

    | • | Two directors have significant technology and product development experience; and |

  20. Proposal No. 1: Election of Directors

    | • | Eleven directors and the new director nominee have experience on one or more boards of other significant public or nonprofit organizations. |

  21. Proposal No. 1: Election of Directors

    In addition, we believe that all of our directors have the following attributes that positively contribute to our Board of Directors:

  22. Proposal No. 1: Election of Directors

    | • | Experience with video, internet, telephone, wireless or media businesses; |

  23. Proposal No. 1: Election of Directors

    | • | Experience with significant transactions, including financings, investments and acquisitions; |

  24. Proposal No. 1: Election of Directors

    | • | Judgment, skill, integrity and reputation; and |

  25. Proposal No. 1: Election of Directors

    | • | Diversity of life experiences and backgrounds, as well as gender and ethnic diversity. |

  26. Proposal No. 1: Election of Directors

    At this time, our Board includes an African American woman, an Asian American/Pacific Islander and a Latino American, as well as a female candidate nominated for election at the 2024 annual stockholders’ meeting. In 2023, the Nominating and Corporate Governance Committee engaged a third party recruiting firm to further develop its pipeline of potential female director candidates, which resulted in the nomination of Ms. Slaski for election to the Board at the 2024 annual stockholders’ meeting. In recent years, some investors have expressed concerns about the number of outside public company boards that certain highly sought-after directors serve on. The Nominating and Corporate Governance Committee considers all aspects of each director’s contributions, skills and dedication to ensure that each remains an effective director for the Company. The Board realizes that Mr. Maffei, a director on the board and President and Chief Executive Officer of Liberty Broadband, also sits on the boards of several other companies in which Liberty Broadband has an investment or a management relationship, as well as the boards of other companies, as more fully discussed in his biographical information above. The Nominating and Corporate Governance Committee has thoroughly evaluated Mr. Maffei’s role in and contributions to the Board, including the significant time and attention he dedicates to the Company, his outside board commitments (which primarily relate to his role with Liberty Broadband and affiliated companies), the overlaps between his service on outside boards and our Board, and Mr. Maffei’s considerable knowledge and experience in the industry. The Nominating and Corporate Governance Committee concluded that Mr. Maffei’s service on outside boards improves, rather than detracts from, his service on the Company’s Board and firmly believes that he will continue to provide the Company with the necessary time and attention to make him an effective director. Stockholders may nominate persons to be directors by following the procedures set forth in our Bylaws. These procedures require the stockholder to deliver timely notice to the Corporate Secretary at our principal executive offices. That notice must contain the information required by the Bylaws about the stockholder proposing the nominee and about the nominee. No stockholder nominees have been proposed for this year’s meeting. Stockholders also are free to suggest persons directly to the Board of Directors for the Board to consider as nominees. The Board of Directors will consider those individuals if adequate information is submitted in a timely manner (see “Stockholder Proposals for 2025 Annual Meeting” below for deadline requirements) in writing to the Board of Directors at the Company’s principal executive offices, in care of the General Counsel. In July 2018, Dr. John C. Malone retired from the Board of Directors, but continues to serve as a director emeritus. As a director emeritus, Dr. Malone continues to attend Board meetings, but does not have a vote on matters presented. Dr. Malone previously served on the Board of Directors as a designee of Liberty Broadband under the terms of the Stockholders Agreement. In November 2023, Mr. Rutledge retired as Executive Chairman from the Board of Directors, but continues to serve as a director emeritus. As a director emeritus, Mr. Rutledge continues to attend Board meetings, but does not have a vote on matters presented. Board Diversity Matrix The table below provides certain information with respect to the composition of Charter’s Board of Directors. Each of the categories listed in the table has the meaning ascribed to it in NASDAQ Listing Rule 5605(f).

  27. Proposal No. 1: Election of Directors

    | Board Diversity Matrix (as of January 30, 2024) | | | | Total Number of Directors: | 13 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 1 | 12 | | Part II: Demographic Background | | | | African American or Black | 1 | | | Alaskan Native or Native American | | | | Asian | | 1 | | Hispanic or Latino | | 1 | | Native Hawaiian or Pacific Islander | | | | White | | 10 | | Two or More Races or Ethnicities | | | | LGBTQ | 0 | | | Did Not Disclose Demographic Background | 0 | |

  28. Proposal No. 1: Election of Directors

    Governance Under the Stockholders Agreement On May 23, 2015, the Company entered into an Agreement and Plan of Mergers (the “Merger Agreement”) with the company formerly known as Charter Communications, Inc. (“Legacy Charter”), Time Warner Cable Inc. (“Legacy TWC”), and certain other subsidiary entities, pursuant to which the parties engaged in a series of transactions that resulted in Legacy Charter and Legacy TWC becoming wholly owned subsidiaries of Charter (the “TWC Transaction”) on the terms and subject to the conditions set forth in the Merger Agreement. After giving effect to the TWC Transaction, Charter became the new public company parent that holds the operations of the combined companies. On March 31, 2015, the Company entered into a definitive Contribution Agreement (the “Contribution Agreement”), which was amended on May 23, 2015 in connection with the execution of the Merger Agreement, with A/N, A/NPC Holdings LLC, Legacy Charter and Charter Communications Holdings, LLC (“Charter Holdings”), pursuant to which the Company became the owner of the membership interests in Bright House Networks, LLC (“Bright House”) and any other assets (other than certain excluded assets and liabilities and non-operating cash) primarily related to Bright House (the “Bright House Transaction,” and together with the TWC Transaction, the “Transactions”). In connection with the Transactions, Charter entered into the Stockholders Agreement on May 23, 2015. Under the Stockholders Agreement, Liberty Broadband has designated Messrs. Maffei, Meyer and Nair as director nominees and A/N has designated Messrs. Miron and Newhouse as director nominees. Under the terms of the Stockholders Agreement and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Two designees selected by A/N are members of the Board of Directors of Charter and three designees selected by Liberty Broadband are members of the Board of Directors of Charter. The remaining eight directors are not designated by either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to designate at least one director to each of the committees of Charter’s Board of Directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee each have at least a majority of directors independent from A/N, Liberty Broadband and the Company. Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. Neither A/N nor Liberty Broadband has designated a director to serve on the Audit Committee, but each has designated a director to serve in an observer role on the Audit Committee. A/N and Liberty Broadband also have certain other committee designation and governance rights. Under the Stockholders Agreement, Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the Nominating and Corporate Governance Committee, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the directors not designated by either A/N or Liberty Broadband, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to any such directors. Board Leadership Structure, Company Strategy and Risk Oversight Mr. Zinterhofer is the Non-Executive Chairman of the Board. Mr. Winfrey, President and Chief Executive Officer of the Company and a Board member, is responsible for setting the strategic direction for the Company in consultation and with the necessary approvals of the Board of Directors and is responsible for the day-to-day leadership and performance of the Company. The Non-Executive Chairman presides over meetings of the Board of Directors and executive sessions of independent directors and provides leadership for the non-A/N and non-Liberty Broadband directors. The Non-Executive Chairman serves as a liaison between the independent directors and the President and Chief Executive Officer and has authority to call meetings of the independent directors. The Non-Executive Chairman leads the Board’s annual evaluation of the President and Chief Executive Officer’s performance. If requested, the Non-Executive Chairman is available for consultation and direct communication with major stockholders and regulators under appropriate circumstances. The Non-Executive Chairman also monitors and coordinates with management on corporate governance issues and developments. Every year, the Nominating and Corporate Governance Committee reviews and makes a recommendation on the appropriate governance framework for Board leadership. The Committee takes into consideration governance best practices and the facts and circumstances of our Board. In connection with this process, the Company determined that Board leadership is best provided through a clearly defined and significant Non-Executive Chairman role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors. The Board believes that its current structure and governance allows it to provide effective challenge and oversight of management. The Board regularly discusses with management the Company’s competitive positioning, strategic dynamics and business priorities. We are a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise® provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks. The Board discusses and advises management with respect to the Company’s strategies to effectively operate within each of our service areas. These discussions support our core initiatives, which focus on the evolution of our network and products, expansion of our footprint, and the execution of high-quality operations, including customer service. It allows us to maintain a state-of-the-art network delivering the most compelling converged connectivity services in a capital and time-efficient manner, and in turn, offer advanced services to consumers at highly attractive prices, together with outstanding customer service. Offering high quality, competitively priced products and outstanding service allows us to increase both the number of customers we serve over our network and the number of products we sell to each customer. This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and greater profitability.

  29. Proposal No. 1: Election of Directors

    In addition to discussions with management, our non-management directors meet regularly in executive sessions that are chaired by our Non-Executive Chairman with no members of management present. Non-management directors use these executive sessions to discuss matters of concern, as well as evaluations of the President and Chief Executive Officer and senior management, management and Board successions, matters to be included on Board agendas, and additional information the Board would like management to provide to them. The chairs and all members of the Board committees are independent directors. These chairs shape the agenda and information presented to their committees. Oversight of critical issues within these committees is owned by the independent directors. All directors have full access to all members of management and all employees on a confidential basis. The full Board of Directors oversees the various risks to the Company, delegating to the various committees specific responsibilities. The Audit Committee reviews our Enterprise Risk Management (“ERM”) Program on a regular basis, and the Board of Directors regularly reviews reports from management and the Audit Committee regarding the ERM Program. The Audit Committee meets regularly with members of management in executive session, as well as separately with each of the General Counsel, the Senior Vice President of Internal Audit Services and representatives of our independent registered public accounting firm. The Compensation and Benefits Committee oversees our succession planning and compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending Board and committee nominations and the Corporate Governance Guidelines and determining director independence, as well as overseeing the Company’s public policy priorities, political engagement strategy and lobbying activities. The Government Affairs team manages the Company’s lobbying activities and reports directly to the President and Chief Executive Officer, with oversight from the Nominating and Corporate Governance Committee. While the Nominating and Corporate Governance Committee provides oversight, our Government Affairs Team is responsible for the activities, positions and daily decision-making consistent with this oversight. The Board has delegated authority and responsibility for state and local campaign contributions to the President and Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. Procedurally, corporate political spending plans and decisions are reviewed and approved by the President and Chief Executive Officer. The Nominating and Corporate Governance Committee receives an annual report from the Government Affairs team on the Company’s political engagement strategy, including lobbying activities and expenditures made during the past year and the framework for the coming year. The Board of Directors receives quarterly updates on regulatory activities and policy priorities and regular updates on significant policy issues facing the Company. Compensation Risk Assessment An independent consultant was engaged to perform a risk assessment of the Company’s compensation programs and did not identify any material risks that might adversely impact the financial health or performance of the Company. After review of the work and conclusion of the independent consultant, the Compensation and Benefits Committee agreed with the conclusion reached by the independent consultant. Proactive Stockholder Engagement Charter values and carefully considers the feedback we receive from our stockholders. In 2023, we engaged in constructive dialogue with our leading institutional stockholders. We reached out to and offered to have discussions with our 15 largest stockholders holding approximately 75% of the shares of our outstanding stock. We also engaged with stockholders who contacted us requesting engagement and have engaged with each of the stockholders who have submitted a proposal for consideration at the 2024 annual stockholders’ meeting. We engaged with each stockholder who accepted our offer, making our Executive Vice President, General Counsel and Corporate Secretary, our Senior Vice President, Investor Relations and our Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary available. We also engaged with proxy advisory firms. Stockholder feedback, including through direct discussions and prior stockholder votes, is reported to our Nominating and Corporate Governance Committee regularly throughout the year. We also review our practices against guidelines published by stockholders and proxy advisory firms, among others. The engagements covered a variety of topics. The topics most often raised and the Company’s response to these discussions are summarized below. Board Diversity. Our Corporate Governance Guidelines reflect our commitment to diversity and provide that a candidate’s contribution of diversity to the Board of Directors (based on common factors associated with diversity such as gender, race/ ethnicity and other background characteristics that enhance the diversity of the board) will be one of the many elements to be considered in evaluating candidates. At this time, our Board includes an African American woman, an Asian American/Pacific Islander and a Latino American, as well as a female candidate nominated for election at the 2024 annual stockholders’ meeting. In 2023, the Nominating and Corporate Governance Committee engaged a third party recruiting firm to further develop its pipeline of potential female director candidates, which resulted in the nomination of Ms. Slaski for election to the Board at the 2024 annual stockholders’ meeting. The business case for significant gender representation on the Board of Directors driven by the adoption of a board diversity policy was raised by four stockholders (British Columbia Investment Management Corporation, Brunel Pension Partnership, Nest Corporation, and UBS Asset Management) in a proposal originally submitted for consideration at the 2024 annual stockholders’ meeting. We engaged with the stockholders who submitted the proposal, and during the engagement, the Company announced that the Board nominated Carolyn J. Slaski for election to the Board of Directors at the 2024 annual stockholders’ meeting to fill the vacancy created by Craig Jacobson’s decision not to stand for re-election. The Company also reaffirmed to these stockholders its ongoing commitment to ensure gender and other forms of diversity are considered in its director recruitment efforts as detailed in its Corporate Governance Guidelines and described elsewhere in this proxy statement. In exchange, each stockholder proposal proponent agreed to withdraw its proposal. This demonstrates the importance of achieving mutually beneficial outcomes through stockholder engagement efforts. We take seriously the views of our stockholders and take into consideration all the various input we receive, and we intend to continue our stockholder engagement efforts in 2024.

  30. Proposal No. 1: Election of Directors

    Lobbying Activities and Political Spend. Our Company makes significant disclosures regarding lobbying and political contributions, and our Board believes that these current disclosures are appropriate and consistent with the objectives of transparency and accountability reflected in the proposals. During our engagement discussions, some stockholders indicated they would appreciate increased disclosure describing the Company’s management and oversight of lobbying and political spend activities. In this regard, we reviewed our practices against the CPA-Zicklin Index of Corporate Political Disclosure and Accountability and as a result, adopted a Political Activities Policy Statement and amended our Nominating and Corporate Governance Committee Charter to provide the Committee with oversight of our lobbying and political contribution activity. The Nominating and Corporate Governance Committee receives an annual report from the Government Affairs team on the Company’s political engagement strategy, including lobbying activities and expenditures made during the past year and the framework for the coming year, and the Board receives quarterly updates on regulatory activities and policy priorities and regular updates on significant policy issues facing the Company. The Company maintains a public policy website that sets out the Company’s views as to regulatory and other policy issues around our business, including the Political Activities Policy Statement. Those are the public policy issues we focus upon through our government affairs efforts. We have received a stockholder proposal regarding lobbying activities in each of the last three years, similar to the stockholder proposal regarding lobbying activities contained in this proxy statement. The proposal requests that the Company prepare an annual report disclosing the Company’s policies and procedures governing lobbying, payments by the Company for lobbying, membership in organizations that prepare model legislation and a description of management’s decision-making process regarding, and the board’s oversight of, lobbying activities. We received a similar proposal with respect to political spending. Our position on the lobbying activities and political spend proposals are set forth in greater detail under the description of the proposals in this proxy statement. Director Overboarding. In recent years, some investors have expressed concerns about the number of outside public company boards that certain highly sought-after directors serve on. In addition, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. The Board acknowledges the worry that such directors could lack the resources to perform all of their obligations to each board. Accordingly the Nominating and Corporate Governance Committee considers all aspects of each director’s contributions, skills and dedication to ensure that each remains an effective director for the Company. The Board realizes that Mr. Maffei, a director on the board and President and Chief Executive Officer of Liberty Broadband, also sits on the boards of several other companies in which Liberty Broadband has an investment or a management relationship, as well as the boards of other companies, as more fully discussed in his Biographical Information above. The Nominating and Corporate Governance Committee has thoroughly evaluated Mr. Maffei’s role in and contributions to the Board, including the significant time and attention he dedicates to the Company, his outside board commitments (which primarily relate to his role with Liberty Broadband and affiliated companies), the overlaps between his service on outside boards and our Board, and Mr. Maffei’s considerable knowledge and experience in the industry. The Nominating and Corporate Governance Committee concluded that Mr. Maffei’s service on outside boards improves, rather than detracts from, his service on the Company’s Board and firmly believes that he will continue to provide the Company with the necessary time and attention to make him an effective director. Frequency of a Vote on Executive Compensation. At the 2023 annual stockholders’ meeting, stockholders were presented with an advisory, nonbinding proposal on whether advisory, nonbinding votes on the Company’s executive compensation should be held every one, two or three years. The Company recommended and the stockholders’ voted in favor of a triennial vote. The Board of Directors approved a triennial vote on executive compensation and referred the frequency of holding an advisory vote on executive compensation to the Nominating and Corporate Governance Committee of the Board of Directors for further assessment and subsequent recommendation to the Board of Directors for further consideration. The Committee solicited input from management and key stakeholders on the topic and considered peer data. After consideration, the Committee concluded and recommended to the Board that the Company continue to hold a triennial vote. EEO-1 Disclosure and Diversity, Equity and Inclusion Reporting. Two stockholder proposals were submitted for consideration at the 2023 annual stockholders’ meeting regarding EEO-1 disclosure and diversity, equity and inclusion reporting. We engaged with the stockholders who submitted those proposals and reached agreement that, subject to regulatory developments, Charter would begin to release, during 2024 or before, its consolidated EEO-1 form, along with the rates of at least two inclusion indicators (hiring, retention or promotion) for its employees, sharing this data by the gender, race and ethnicity categories established by the Equal Employment Opportunity Commission. In exchange, each stockholder proposal proponent withdrew its proposal. We take seriously the views of our stockholders and took into consideration all the various input we received, and intend to continue our stockholder engagement efforts in 2024. Stockholder Contact with Directors Individuals may communicate directly with members of the Board of Directors or members of the Board’s standing committees by writing to the following address: Charter Communications, Inc. 400 Washington Blvd. Stamford, CT 06902 Attn: Corporate Secretary The Corporate Secretary will summarize all correspondence received, subject to the standards below, and periodically forward summaries to the Board of Directors. Members of the Board may at any time request copies of any such correspondence. Communications may be addressed to the attention of the Board of Directors, a standing committee of the Board of Directors, or any individual member of the Board of Directors. Communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requires investigation to verify its content may not be forwarded. Communications including substantive accounting matters will be forwarded to the Chair of the Audit Committee. 2023 Director Compensation

  31. Proposal No. 1: Election of Directors

    The non-employee director compensation package for 2023 included an annual retainer of $120,000 in cash or equity as elected by each director. The non-employee director compensation package also included an annual award of $200,000 in restricted stock, except with respect to the Non-Executive Chairman, who received an annual award of $350,000 in restricted stock. In addition to these annual retainers, under the non-employee director compensation package, the Audit Committee chair receives $30,000 per year, the Compensation and Benefits Committee chair receives $25,000 per year, and the Nominating and Corporate Governance Committee chair receives $20,000 per year. Each Audit Committee member (including the chair) receives $30,000 per year, each Compensation and Benefits Committee member (including the chair) receives $25,000 per year, each Finance Committee member receives $20,000 per year and each Nominating and Corporate Governance Committee member (including the chair) receives $20,000 per year. Mr. Winfrey, Charter’s President and Chief Executive Officer, is the only current director who was also an employee during 2023. The following table sets forth information regarding the compensation paid or issued to those non-employee members of the Board of Directors listed below, as well as to Mr. Rutledge as a non-employee Director Emeritus, for services rendered for the fiscal year ended December 31, 2023.

  32. Proposal No. 1: Election of Directors

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | W. Lance Conn | 190,000 | 199,935 | 389,935 | | Kim C. Goodman | 30,000 | 319,830 | 349,830 | | Craig Jacobson | 20,000 | 319,830 | 339,830 | | Gregory B. Maffei | 45,000 | 319,830 | 364,830 | | John D. Markley, Jr. | 190,000 | 199,935 | 389,935 | | David Merritt | 200,000 | 199,935 | 399,935 | | James E. Meyer | 140,000 | 199,935 | 339,935 | | Steven A. Miron | 25,000 | 319,830 | 344,830 | | Balan Nair | — | 319,830 | 319,830 | | Michael A. Newhouse | 160,000 | 199,935 | 359,935 | | Mauricio Ramos | 25,000 | 319,830 | 344,830 | | Thomas M. Rutledge (Director Emeritus) | — | 127,985 | 127,985 | | Eric Zinterhofer | 65,000 | 469,700 | 534,700 |

  33. Proposal No. 1: Election of Directors

    | (1) Cash compensation to the directors is paid in advance on a quarterly basis. In addition to the annual retainer, Mr. Conn received payments for his service as the Compensation and Benefits Committee chair, as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. Ms. Goodman elected to receive her annual retainer in equity for 2023 and she received payments for her service as a member of the Audit Committee. Mr. Jacobson elected to receive his annual retainer in equity for 2023 and he received payments for his service as a member of the Nominating and Corporate Governance Committee. Mr. Maffei elected to receive his annual retainer in equity for 2023 and he received payments for his service as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. In addition to the annual retainer, Mr. Markley received payments for his service on the Audit Committee, and as chair and as a member of the Nominating and Corporate Governance Committee. In addition to the annual retainer, Mr. Merritt received payments for his service as chair and as a member of the Audit Committee and for his service on the Finance Committee. In addition to the annual retainer, Mr. Meyer received payments for his service as a member of the Nominating and Corporate Governance Committee. Mr. Miron elected to receive his annual retainer in equity for 2023 and he received payments for his service on the Compensation and Benefits Committee. Mr. Nair elected to receive his annual retainer in equity for 2023 and did not serve on any committees during 2023. In addition to the annual retainer, Mr. Newhouse received payments for his service as a member of the Nominating and Corporate Governance Committee and as a member of the Finance Committee. Mr. Ramos elected to receive his annual retainer in equity for 2023 and he received payments for his service on the Compensation and Benefits Committee. Mr. Rutledge elected to receive his annual director emeritus retainer in equity for the period from November 30, 2023 to December 31, 2023 and did not serve on any committees during 2023. Mr. Zinterhofer elected to receive his annual retainer in equity for 2023 and he received payments for his service as a member of the Compensation and Benefits Committee, the Nominating and Corporate Governance Committee and the Finance Committee. |

  34. Proposal No. 1: Election of Directors

    | (2) Represents the grant date fair value of restricted stock grants for directors, which were granted on April 24, 2023 and vest one year after the date of grant on April 24, 2024 or, for Mr. Jacobson, which vests on the date of the 2024 annual stockholders’ meeting, April 23, 2024. For Mr. Rutledge only, this amount represents the prorated grant date fair value of the restricted stock grant to Mr. Rutledge on November 30, 2023 which will vest on April 24, 2024. Amounts include the annual equity retainer granted to all directors with a grant date fair value of $199,935 (and $349,804 for Mr. Zinterhofer as the Non-Executive Chairman), except for Mr. Rutledge whose annual director emeritus equity retainer grant had a grant date fair value of $79,891. For Ms. Goodman and Messrs. Jacobson, Maffei, Miron, Nair, Ramos and Zinterhofer, amounts also include the annual retainer that they elected to receive in the form of equity and which had a grant date fair value of $119,895. For Mr. Rutledge, the amount also includes the prorated annual director emeritus retainer that he elected to receive in the form of equity and which had a grant date fair value of $48,094. The grant date fair value amount was calculated in accordance with accounting guidance related to share-based payment transactions. For more information, see “Tax and Accounting” under Compensation Discussion and Analysis. |

  35. Proposal No. 1: Election of Directors

    Executive Officers Our executive officers for purposes of Section 16 of the Exchange Act, listed below, are elected by the Board of Directors annually, and each serves at the pleasure of the Board of Directors or until his or her successor is elected and qualified or until his or her earlier resignation or removal.

  36. Proposal No. 1: Election of Directors

    | Executive Officers | Position | | Christopher L. Winfrey | President and Chief Executive Officer | | Richard J. DiGeronimo | President, Product and Technology | | Jessica M. Fischer | Chief Financial Officer | | Jamal H. Haughton | Executive Vice President, General Counsel and Corporate Secretary | | Kevin D. Howard | Executive Vice President, Chief Accounting Officer and Controller | | R. Adam Ray | Executive Vice President, Chief Commercial Officer |

  37. Proposal No. 1: Election of Directors

    Information regarding our executive officers, other than Mr. Winfrey who also serves as a director, is set forth below. Information regarding our other senior company leaders is available on the “Investors” section of our website at ir.charter.com.

  38. Proposal No. 1: Election of Directors

    | Richard J. DiGeronimo President, Product and Technology Age: 46 | | Mr. DiGeronimo has been President, Product and Technology of the Company since December 2022. Mr. DiGeronimo oversees Charter’s product, engineering, software development and information technology, network operations, advertising sales, business development and programming acquisition organizations. Mr. DiGeronimo joined Charter in 2008 as Vice President of Product Management and has served in several leadership roles, including Senior Vice President of Product and Strategy, Executive Vice President of Product and Strategy, Executive Vice President, Chief Product Officer, and he was appointed Chief Product and Technology Officer in 2019. Mr. DiGeronimo joined Charter from Level 3 Communications, where he served as Vice President and General Manager of the Cable Markets Group. He also held leadership roles in product management and corporate finance over his eight years at Level 3. Mr. DiGeronimo started his career at Bear Stearns where he focused on technology investment banking. Mr. DiGeronimo was named Women in Cable Telecommunications (WICT) Rocky Mountain Mentor of the Year in 2015 and serves on the board of Adaptive Spirit, a significant fundraiser for the United States Paralympics Ski and Snowboard Teams. He received a BBA from the Ross School of Business at the University of Michigan where he graduated with High Distinction. |

  39. Proposal No. 1: Election of Directors

    | Jessica M. Fischer Chief Financial Officer Age: 38 |

  40. Proposal No. 1: Election of Directors

    Ms. Fischer was named Chief Financial Officer of Charter in October 2021. Ms. Fischer oversees Accounting, Finance, Tax and Risk Management, Procurement, Investor Relations, Internal Audit, Business Intelligence and Corporate Budgeting and Planning. Additionally, she manages Charter’s equity and capital markets strategy and execution, as well as M&A and investing activity. Ms. Fischer most recently served as Executive Vice President, Finance and joined Charter as Corporate Treasurer in 2017. Before joining Charter, she was a partner in the National Tax Department at EY where she advised clients on the tax structuring and implementation of partnership transactions primarily in the media and telecommunications space, including advising Charter on its transactions with Time Warner Cable and Bright House Networks in 2016. She is a graduate of Washington University in St. Louis, where she earned a B.S. in business administration in accounting and managerial economics, and a master of science in business administration with a concentration in accounting.

  41. Proposal No. 1: Election of Directors

    | Jamal H. Haughton Executive Vice President, General Counsel and Corporate Secretary Age: 49 |

  42. Proposal No. 1: Election of Directors

    Mr. Haughton joined Charter as Executive Vice President, General Counsel and Corporate Secretary in 2023. Mr. Haughton serves as Charter’s chief legal officer and oversees all legal functions across a broad range of disciplines including corporate, commercial, transactional, litigation, product, and programming, as well as regulatory legal matters. Mr. Haughton joined Charter from Madison Square Garden Entertainment Corp. (MSG Entertainment), where he served as the Company’s Executive Vice President, General Counsel and Corporate Secretary, working closely with executive leadership to support MSG Entertainment’s long-term direction and growth. Prior to MSG Entertainment, Mr. Haughton served as Senior Vice President and General Counsel at Samsung Electronics America, Inc. He served as Samsung’s chief legal officer for the U.S. and was responsible for providing counsel to the CEO and senior leadership on all legal matters affecting Samsung and its subsidiaries. Mr. Haughton spent 10 years at Cablevision Systems Corporation in roles of increasing responsibility. In his last role at Cablevision as Senior Vice President, Associate General Counsel and Assistant Secretary, Mr. Haughton provided ongoing legal counsel to the Board of Directors and senior executive management on corporate governance, public company reporting, corporate finance and major strategic company-wide corporate transactions, including Cablevision’s sale to Altice USA in 2016. Mr. Haughton began his legal career in the New York office of Cravath, Swaine & Moore LLP, where he spent seven years in the firm’s Corporate Practice where he specialized in domestic and cross-border mergers and acquisitions, corporate finance, and securities law matters. Mr. Haughton has been recognized with several industry honors including Chambers’ “Global Top 100 GC Influencers” (2019). Mr. Haughton received his J.D. from Yale Law School and his B.A. from the University of Michigan.

  43. Proposal No. 1: Election of Directors

    | Kevin D. Howard Executive Vice President, Chief Accounting Officer and Controller Age: 54 | | Mr. Howard is Executive Vice President, Chief Accounting Officer and Controller at Charter. He joined Charter in 2002 as Director of Financial Reporting and was promoted to Chief Accounting Officer and Controller in 2006. He also served as Interim Chief Financial Officer from August 1, 2010, through October 31, 2010. Mr. Howard is responsible for Charter’s operational and technical accounting, taxes, financial reporting, payables, business continuity and enterprise resource planning operations. Mr. Howard joined Charter from Arthur Andersen LLP, where he served as an auditor in the audit division for nearly a decade. He is a certified public accountant and a certified managerial accountant. He received a B.S. in finance and economics from the University of Missouri-Columbia. |

  44. Proposal No. 1: Election of Directors

    | R. Adam Ray Executive Vice President, Chief Commercial Officer Age: 48 | | Mr. Ray is Executive Vice President, Chief Commercial Officer at Charter. He oversees all residential and SMB marketing and sales activity for Charter, including inbound and outbound telesales, retention, direct and digital sales channels. He is also responsible for Cable Operations Business Planning, Spectrum stores and retail partners, sales analytics and Spectrum Community Solutions, which provides residential TV, Spectrum Internet® and voice services to apartments, condos, and gated single-family community developments. Mr. Ray joined Charter in 2005 and has held several leadership positions, most recently as EVP, Spectrum Community Solutions. Prior to that he served as Regional Vice President of Field Operations for the Florida Region. He also served as Group Vice President, Residential Direct Sales, and earlier in his career at Charter he served as Senior Director, Sales Operations in Los Angeles. He received a B.A. from Maryville College, a master’s degree from Austin Peay State University, and an MBA from the University of Tennessee-Knoxville. In addition, he is a graduate of the Cable Executive Management program at Harvard Business School. |

  45. Fiscal 2023 Operational and Financial Highlights

    The graph below tracks Charter’s 5-year total shareholder return (TSR) against the S&P 500 and Primary Peer Group companies. No changes were made to Charter’s Primary or Secondary Peer Groups in 2023 (the Secondary Peer Group is not included on the graph). See “Compensation Peer Groups” section below for further details on Charter’s Primary and Secondary Peer Groups.

  46. Summary of 2023 Performance-Oriented Incentive Program Designs

    Summary of 2023 Performance-Oriented Incentive Program Designs Annual Incentive Plan

  47. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Annual cash incentive with target opportunities based on a percentage of base salary and representing a meaningful portion of the overall cash compensation mix — all NEOs participated in the annual incentive plan with target bonus opportunities ranging from 85% to 250% of base salary, tying a substantial portion of cash compensation to the achievement of financial results and strategic business objectives. |

  48. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Threshold bonus payout level set at 60% of target and maximum bonus payout level set at 150% of target — payout range balances downside and upside earnings potential to create a strong incentive for the achievement of sustainable financial and operational performance, delivered through the execution of Charter’s growth-oriented strategy. |

  49. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Formulaic plan design with financial metrics that are key indicators of Charter’s success and measures of long-term value creation in a subscription business — metrics reward top and bottom-line performance and the achievement of key strategic objectives for the business. For all NEOs, the metrics were total revenue (excluding mobile device related revenue) weighted at 20%, total Adjusted EBITDA weighted at 60%, and Strategic Objectives weighted at 20%. For 2023, Strategic Objectives related to the execution of Charter’s network evolution and expansion initiatives and the effective management of capital and free cash flow. |

  50. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Challenging, meaningful performance objectives — performance levels are set to align with budget and drive strong revenue and Adjusted EBITDA results. |

  51. Summary of 2023 Performance-Oriented Incentive Program Designs

    Annual Long-Term Incentive Plan

  52. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Annual equity grants with target opportunities set as a fixed dollar value and representing the majority of the total annual compensation package — all NEOs participated in the annual long-term incentive plan, which generally awards annual equity grants to participants in January of each year, with a target award value representing between 59% to 76% of total compensation and delivered in a mix of stock options and RSUs. |

  53. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Award mix that emphasizes stock price appreciation — grants generally delivered in a mix of 90% stock options and 10% RSUs. Mr. Rutledge and Mr. Winfrey received awards 100% in stock options to further emphasize the performance-based nature of those awards and in consideration of their key leadership roles within Charter (Mr. Winfrey serving as President and CEO and Mr. Rutledge serving as Executive Chairman until his retirement). |

  54. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Grants with multi-year time-based vesting period — grants 100% vest on the third anniversary of the grant date (3-year cliff vesting), ensuring that performance achievement and value delivered under the program are tied to a long-term time horizon. |

  55. Summary of 2023 Performance-Oriented Incentive Program Designs

    5-Year Performance-Based Equity Program (the “2023 Performance Equity Program”)

  56. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Special equity program providing multiple years of long-term incentive value in a single grant, aligning with multi-year strategic business initiatives — all NEOs except for Mr. Rutledge participated in the 2023 Performance Equity Program, with awards made to program participants in February. Under the program, each participant received a target award value equal to 5x their annual long-term incentive guideline, less value already delivered through the annual long-term incentive plan in January. By combining equity award value that would ordinarily be granted in future years into a single grant with vesting tied to continued service and stock price achievement, the 2023 Performance Equity Program creates additional incentive for participants to drive sustained stock price growth. In particular, the size and length of the program aligns with Charter’s multi-year growth initiatives – including network expansion in both rural and existing markets and network evolution to provide converged gigabit connectivity across Charter’s entire footprint – the successful execution of which are key drivers of stock price growth. The 2023 Performance Equity Program is comparable in design to the program Charter adopted in 2016, which was also intended to incentivize management through a multi-year, transformational period, specifically the integration of multiple businesses following the Transactions completed in that year. |

  57. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Option-heavy award mix that mirrors the annual long-term incentive plan and emphasizes stock price appreciation — all participants received grants such that, of the total number of options and units granted, 90% of such total was stock options and 10% was RSUs. This is comparable to the mix for the annual long-term incentive plan (which uses a |

  58. Summary of 2023 Performance-Oriented Incentive Program Designs

    | mix of 90% stock options and 10% RSUs, based on the allocation of value between the different vehicles versus the overall number of options and units granted) and ties the substantial majority of value realized to stock price appreciation. |

  59. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Time-based vesting period of 3 to 5 years, longer than the 3-year cliff vesting schedule used in the annual long-term incentive plan and aligning with the 5-year period over which the program is intended to deliver value — grants are subject to time-based vesting criteria with equal components of the award becoming eligible to vest (subject to additional performance criteria) on each of the third, fourth and fifth anniversaries of the grant date. This vesting structure provides a longer time horizon over which awards are earned relative to the annual long-term incentive plan, consistent with the multiple years of award value delivered under the program. |

  60. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | Performance-based vesting criteria that tie vesting to the achievement of targeted levels of stock price appreciation — in addition to time-based vesting criteria, awards under the 2023 Performance Equity Program require the achievement of significant increases to Charter’s stock price in order to vest, with each tranche of stock options and RSUs having an associated stock price hurdle that must be achieved in order for that tranche to vest. There are a total of six price hurdles ranging from $507 to $1,000 and representing between 28% to 152% stock price growth relative to the February 10, 2023 closing stock price of $396.94 (the reference point used by the Committee and the Board when approving performance objectives for the program). These levels of price appreciation correspond to 5-year compound annual growth rates between 5% and 20%, and if a price hurdle is not achieved by the sixth anniversary of the grant date then the associated stock options and RSUs will be forfeited. The specific time and performance-vesting requirements of stock options and RSUs under the 2023 Performance Equity Program, along with other relevant terms and conditions of these awards, are described further in the Long-Term Incentives section of this CD&A. |

  61. Summary of 2023 Performance-Oriented Incentive Program Designs

    | • | No accelerated vesting upon any involuntary termination or voluntary resignation occurring outside of a change in control — accelerated vesting is only provided in circumstances where the associated price hurdle has been achieved and either (i) the termination is due to death or disability, or (ii) an involuntary termination without cause or voluntary resignation for good reason in connection with a change in control. This treatment is an important shareholder protection mechanism and ensures that participants only recognize value from the program in connection with the achievement of stock price appreciation over a multi-year time horizon. |

  62. Long-Term Incentive Program Aligns Pay and Performance

    Long-Term Incentive Program Aligns Pay and Performance Since the completion of the Transactions, Charter has had the same general approach to incentive design. Specifically, Charter’s philosophy has been to deliver the largest portion of NEO compensation in the form of long-term incentives tied to stock price appreciation, i.e., stock options. These long-term awards have either been delivered through annual grants of time-vested awards or as part of special, multi-year performance-based equity programs. In each case, awards utilize an option-heavy mix, and the multi-year programs further incentivize price appreciation by granting multiple years of value up-front and tying such value to additional stock price hurdle vesting requirements. Over time, Charter’s consistent approach to long-term incentive design has created a strong linkage between compensation realized by NEOs and sustained stock price growth over the long-term. From the time of the Transactions, Charter’s stock price performance can be summarized as follows:

  63. Long-Term Incentive Program Aligns Pay and Performance

    | • | Over an approximately 5-year period, Charter achieved significant stock price growth, increasing 261% from $227.41 (the closing price of Charter’s Class A common stock on May 18, 2016) to a high of $821.01 (the closing stock price on September 2, 2021). |

  64. Long-Term Incentive Program Aligns Pay and Performance

    | • | Over the following year, driven by an overall reduction in equity market valuations (in part due to an inflationary macroeconomic environment and rising interest rates) and a slowdown in growth resulting largely from the post-pandemic reduction in move volume and increased competition, the stock price declined by 63% to a low of $303.35 (the closing stock price on September 30, 2022). |

  65. Long-Term Incentive Program Aligns Pay and Performance

    | • | Charter’s stock price subsequently moved higher as Charter remained focused on the execution of multi-year network evolution and expansion initiatives that are critical drivers of future value, increasing by 28% to $388.68 (the closing stock price on December 29, 2023). |

  66. Long-Term Incentive Program Aligns Pay and Performance

    Over this same time period, the consistent application of Charter’s long-term incentive design philosophy has resulted in both a significant degree of performance accountability as well as a balanced forward-looking incentive profile for our NEOs. Of currently outstanding, unvested NEO equity awards:

  67. Long-Term Incentive Program Aligns Pay and Performance

    | • | The 2021 and 2022 annual stock option grants (vesting in 2024 and 2025) are underwater with grant prices of $625.55 and $588.825 and require price appreciation of 61% and 51% (from Charter’s December 29, 2023 closing |

  68. Long-Term Incentive Program Aligns Pay and Performance

    | stock price), respectively, to be at-the-money. These stock options, which represented at least 90% of the long-term incentive mix in each year, demonstrate how the long-term incentive plan creates accountability for sustained stock price growth, with future shareholder returns needing to meet and exceed previously achieved levels in order for NEOs to realize value from these historical awards. |

  69. Long-Term Incentive Program Aligns Pay and Performance

    | • | The 2023 annual stock option awards (vesting in 2026) have a grant price of $387.375, approximately equal to the December 29, 2023 closing stock price. These stock options therefore provide NEOs with an incentive to drive stock price growth from current levels, in particular relative to the 2021 and 2022 awards which will not generate value until Charter’s stock price has grown substantially above current levels. |

  70. Long-Term Incentive Program Aligns Pay and Performance

    | • | Stock options granted under the 2023 Performance-Based Equity Program (eligible to vest over 2026 – 2029) have a grant price of $380.53 and have vesting tied to the achievement of price hurdles ranging from $507 to $1,000. These stock options provide significant earnings opportunity for price appreciation from current levels, but such value can only be realized upon the achievement of specific price appreciation objectives between 3 to 5 years after the grant date. |

  71. Long-Term Incentive Program Aligns Pay and Performance

    Charter believes that the above stock price performance and long-term incentive outcomes demonstrate the desired alignment between NEO compensation opportunities and long-term shareholder value creation. This alignment is further illustrated in the Pay Versus Performance disclosure on page 79 of this proxy statement.

  72. Mix of Pay

    Mix of Pay Charter’s compensation structure for the NEOs results in an overall mix of pay that is highly performance-based, particularly with respect to the proportion of compensation tied to stock price appreciation via stock options and without taking into account the performance-based incentives derived from previously vested equity awards. The compensation mix delivered in 2023 to the CEO, other NEOs, and the Executive Chairman, based on the values disclosed in the Summary Compensation Table, was as follows: Were awards under the 2023 Performance Equity Program to be annualized over 5-years (i.e., through the last vesting date), the mix was as follows for the CEO and Other NEOs (excluding Mr. Rutledge who did not participate in the program):

  73. Compensation Actions in 2023

    | 1. | Amended the employment agreements for Messrs. Winfrey and DiGeronimo effective February 22, 2023 in connection with equity awards made under the 2023 Performance Equity Program on the same date. |

  74. Compensation Actions in 2023

    | 2. | Entered into a new employment agreement with Ms. Fischer in connection with her continued service as Chief Financial Officer. |

  75. Compensation Actions in 2023

    | Pay Element | Prior | New | | Base Salary | $700,000 | $800,000* | | Annual Incentive | 150% of base salary | 150% of base salary | | Long-Term Incentive | $3.5 million | $5.5 million** |

  76. Compensation Actions in 2023

    | * Effective as of the February 5, 2023 effective date of the new employment agreement. |

  77. Compensation Actions in 2023

    | ** Effective for the annual equity grant on January 17, 2023. |

  78. Compensation Actions in 2023

    | 3. | Established the 2023 annual incentive plan. |

  79. Compensation Actions in 2023

    Under Charter’s 2023 annual incentive plan design, all NEOs were eligible to earn a cash incentive ranging from 0% to 150% of their target annual incentive opportunity, which is set as a percentage of their annual base salary. Actual performance achievement against the plan’s financial metrics and strategic objectives determined the actual payouts received under the plan. The metrics, weightings and performance ranges were as follows:

  80. Compensation Actions in 2023

    | 4. | Granted annual equity awards to Messrs. Winfrey, DiGeronimo, Howard, Ray and Rutledge and Ms. Fischer on January 17, 2023. |

  81. Compensation Actions in 2023

    All NEOs received grants under Charter’s annual equity program on January 17, 2023 based on their long-term incentive opportunities then in effect. Messrs. Winfrey, DiGeronimo, and Rutledge’s long-term incentive opportunities were as set forth in their employment agreements dated September 20, 2022. The individual grant values and equity mixes were as follows:

  82. Compensation Actions in 2023

    | Executive | Annual LTI Grant Guideline | Equity Mix | | Christopher L. Winfrey | $17.0 million | 100% stock options | | Richard J. DiGeronimo | $10.0 million | 90% stock options / 10% RSUs | | Jessica M. Fischer | $5.5 million | 90% stock options / 10% RSUs | | Kevin D. Howard | $1.5 million | 90% stock options / 10% RSUs | | R. Adam Ray | $3.0 million | 90% stock options / 10% RSUs | | Thomas M. Rutledge | $15.0 million | 100% stock options |

  83. Compensation Actions in 2023

    | 5. | Granted equity awards under the 2023 Performance Equity Program to Messrs. Winfrey, DiGeronimo, Howard, Ray and Ms. Fischer on February 22, 2023. |

  84. Compensation Actions in 2023

    | Executive | Annual LTI Grant Guideline | 5-Year LTI Value | Net Value Granted under 2023 Performance Equity Program | | Christopher L. Winfrey | $17.0 million | $85.0 million | $68.0 million | | Richard J. DiGeronimo | $10.0 million | $50.0 million | $40.0 million | | Jessica M. Fischer | $5.5 million | $27.5 million | $22.0 million | | Kevin D. Howard | $1.5 million | $7.5 million | $6.0 million | | R. Adam Ray | $3.0 million | $15.0 million | $12.0 million |

  85. Compensation Actions in 2024

    Compensation Actions in 2024 In addition to the above, in December 2023 the Committee approved a two-year renewal of Mr. Ray’s employment agreement, increasing his base salary from $625,000 to $725,000 and his target long-term incentive opportunity from $3.0 million to $3.75 million as of the January 19, 2024 effective date of the amended agreement. In connection with the increase to Mr. Ray’s long-term incentive opportunity, the Committee also approved an off-cycle equity award of $750,000, equal to the increase in his target long-term incentive opportunity, with a January 19, 2024 grant date. The award was delivered in a mix of 90% stock options and 10% RSUs, vests on the third anniversary of the grant date and provides a 10-year term to exercise stock options. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant, and the number of RSUs granted equals the portion of the grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant). In December 2023, the Committee also approved the Company’s annual equity program for 2024, with awards under the program granted on January 16, 2024 to all eligible employees. However, none of the NEOs received awards under the annual equity program due to their participation in the 2023 Performance Equity Program. When determining and approving equity awards to executives, the Committee has consistently authorized the annual equity awards to be effective in mid-January of each year, and the Committee has not taken into account any fluctuations in Charter’s stock price with respect to the timing of the annual awards or any other equity awards granted. Process for Determining Executive Compensation

  86. Role of the CEO and Compensation and Benefits Committee

    Role of the CEO and Compensation and Benefits Committee The Compensation and Benefits Committee of our Board of Directors is responsible for overseeing our overall compensation structure, policies and programs and assessing whether our compensation structure results in appropriate compensation levels and incentives for executive management. The Committee determines the pay levels for our NEOs in consideration of a number of factors and within the framework of the Company’s compensation philosophy, as described below. Factors considered include each individual’s role and responsibilities within Charter, the individual’s experience and expertise, pay levels for comparable peer positions both within Charter and in the competitive marketplace, and performance of the individual and Charter as a whole. In setting pay levels for each element of compensation, the Committee considers all forms of compensation and benefits and the resulting impact on total value delivered to the executive. Each year, the CEO reviews the performance of each of the other NEOs and recommends both compensation adjustments based on overall competitiveness and effectiveness of the compensation program as well as actual bonus payouts under the annual incentive plan in light of performance against the objectives approved by the Committee. The Committee regularly meets in executive session to consider these matters, and while the Committee considers the CEO’s recommendations along with analysis provided by the Committee’s compensation consultant, it retains full discretion to set all compensation for our NEOs other than the CEO. With respect to the CEO, the Committee recommends the CEO’s compensation to Charter’s full Board of Directors, with non-employee directors voting on the approval of any recommendations, subject to any employment agreements.

  87. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to serve as its independent compensation consultant and assist in fulfilling its responsibilities. Semler Brossy reports directly to the Committee, providing recommendations and advice related to all aspects of Charter’s executive compensation program. As necessary, Semler Brossy works with management to obtain information necessary to develop their recommendations. During the year ended December 31, 2023, Semler Brossy provided no services to Charter other than those provided directly to or for the benefit of the Committee, including: attending meetings; providing information, research and analysis pertaining to executive compensation programs; conducting a comprehensive assessment of our annual executive compensation program relative to our peer groups and broader industry data; updating the Committee on market trends and changing practices; and advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards, including the design of the 2023 Performance Equity Program and the amount of compensation delivered through the program. The Committee has determined that there was no conflict of interest between its compensation consultant and the Committee during the year ended December 31, 2023.

  88. Compensation Philosophy and Competitive Positioning

    Compensation Philosophy and Competitive Positioning The Committee applies the following pay philosophy for purposes of setting NEO compensation and designing annual and long-term incentive programs that motivate the performance and retention of our NEOs:

  89. Compensation Philosophy and Competitive Positioning

    | 1. | Base salary, target annual incentive, and annualized grant date values for long-term equity incentive generally positioned between the corresponding 50th and 75th percentile levels of the peer group; |

  90. Compensation Philosophy and Competitive Positioning

    | 2. | Annual incentive design that rewards the achievement of meaningful year-over-year growth in revenue and Adjusted EBITDA and the execution of key strategic objectives for the business; and |

  91. Compensation Philosophy and Competitive Positioning

    | 3. | Long-term equity incentive design that emphasizes stock options to create a strong linkage between pay and sustained stock price performance. In order for NEOs to realize their target long-term incentive value, Charter’s stock price must achieve meaningful price appreciation. |

  92. Compensation Peer Groups

    Compensation Peer Groups The Committee maintains a Primary Peer Group and Secondary Peer Group and examines these peer groups on an annual basis. The Committee uses the following criteria to identify members of the Primary Peer Group:

  93. Compensation Peer Groups

    | • | North American publicly traded companies, in particular internet providers and organizations in the video programming distribution, wireless communication or advertising spaces |

  94. Compensation Peer Groups

    | • | Size: Approximately $14 billion to $216 billion in annual revenue (0.25x to 4.0x Charter’s revenue) |

  95. Compensation Peer Groups

    | • | Relevant Industries: Cable & Satellite, Integrated Telecommunication Services and Wireless Telecommunications, Movies & Entertainment and Broadcast |

  96. Compensation Peer Groups

    In addition to the Primary Peer Group, the Committee also examines the executive compensation practices of other larger publicly traded, consumer-oriented companies, which compose the Secondary Peer Group. In 2023, the Committee reviewed the composition of the peer groups, including the impact of merger and acquisition activity on companies within the groups, and determined that no changes to either peer group were necessary.

  97. Compensation Peer Groups

    | Primary Peer Group | | | | | AT&T Inc. | Fox Corp. | Paramount Global | Warner Bros. Discovery, Inc. | | Cisco Systems, Inc. | Liberty Global Plc | The Walt Disney Company | | | Comcast Corporation | Lumen Technologies, Inc. | T-Mobile US, Inc. | | | DISH Network Corp. | Netflix, Inc. | Verizon Communications Inc. | | | Secondary Peer Group | | | | | 3M | IBM | Pfizer Inc. | The Kraft Heinz Co. | | American Express Co. | Johnson & Johnson | Philip Morris International, Inc. | | | Bristol-Myers Squibb Co. | Merck & Co., Inc. | Procter & Gamble Co. | | | Caterpillar | Mondelez International, Inc. | Qualcomm | | | Gilead Sciences, Inc. | Nike, Inc. | Raytheon Technologies | | | Honeywell International, Inc. | PepsiCo, Inc. | The Coca-Cola Co. | |

  98. Compensation Peer Groups

    Elements of Compensation

  99. Annual Incentive Plan

    Annual Incentive Plan Charter established the Annual Incentive Plan for the NEOs to provide a cash-based incentive that rewards the achievement of strong annual operational and financial results and drives annual progress for key strategic objectives. Each year, the actual amount of compensation earned by participants under the plan is dependent upon performance against pre-established objectives set and approved by the Committee. In determining the particular performance metrics under the plan, the Committee selects what it believes to be the best annual financial and operational metrics that support long-term success with the strongest linkage to shareholder value creation. When establishing the particular threshold, target and maximum performance objectives for each plan metric, the Committee seeks to set goals that represent challenging but attainable year-over-year improvement in Company performance. For fiscal year 2023, the Annual Incentive Plan for our NEOs utilized both financial measures of top and bottom-line performance as well as strategic objectives that represented operating priorities important to the success of Charter’s business. The financial metrics under the plan were total revenue (weighted 20%) and total Adjusted EBITDA (weighted 60%). The strategic objectives that applied to all NEOs under the plan were Capital and Free Cash Flow Management (weighted 10%) and the execution of Network Evolution and Expansion Initiatives (weighted 10%). Payouts under the Annual Incentive Plan were set to range from 60% to 150% of each NEO’s target annual incentive opportunity based on the actual performance achieved against the Committee-approved goals for each metric. The Committee also has the discretion to increase or decrease payouts under the Annual Incentive Plan based on organizational considerations, such as acquisitions or significant transactions and performance considerations, such as changes in products or markets and other unusual, unforeseen or exogenous situations. Based on Charter’s 2023 performance achievement against the Annual Incentive Plan’s revenue and Adjusted EBITDA goals and strategic objectives, the Committee approved an overall incentive payout of 82.35% of the target annual incentives for the NEOs. With respect to the financial performance objectives, Charter’s 2023 revenue and Adjusted EBITDA results both fell below targeted levels under the plan. Revenue results fell slightly below threshold with actual performance representing 97.8% of target versus the plan threshold of 98.0% of target, and, in consideration of the business and economic environment in which such revenue performance was achieved, the Committee decided to pay out the revenue component of the plan at 55.62% of target (versus the 60% of target threshold payout level), extrapolating the payout below threshold on a straight-line basis in proportion to the corresponding revenue achievement relative to threshold. Adjusted EBITDA results fell between the plan’s threshold and target performance levels and the Committee approved a payout level of 75.38% of target. In determining payout levels for the strategic objectives regarding Network Evolution and Expansion and Capital and Free Cash Flow Management, the Committee evaluated the Company’s 2023 performance achievement against these objectives, considering the following in particular:

  100. Annual Incentive Plan

    | • | Constructed and activated over one million total passings including rural subsidized, residential, and commercial passings. |

  101. Annual Incentive Plan

    | • | Continued to build and staff the construction teams necessary to expand Charter’s footprint, including further development of the underground construction team established in 2022 and the creation of a new aerial construction team. |

  102. Annual Incentive Plan

    | • | Completed the initial wave of the high split project in certain targeted markets. |

  103. Annual Incentive Plan

    | • | In October 2023, launched the new Xumo product, which allows customers to access linear and direct-to-consumer video content in an easy-to-use interface and serves as Charter’s go-to-market platform for new video sales. |

  104. Annual Incentive Plan

    | • | Actively managed our balance sheet and free cash flow in anticipation of rising interest rates. |

  105. Annual Incentive Plan

    | • | Calibrated share buybacks within leverage targets to reflect higher investments in the business. |

  106. Annual Incentive Plan

    With respect to the strategic objectives that applied for all NEOs, the Committee approved payouts of 130% for the Capital and Free Cash Flow Management objective and 130% for the Network Evolution and Expansion strategic objective, resulting in an overall strategic objectives payout of 130% for NEOs. The tables below detail the annual incentive calculations for the NEOs.

  107. 2023 Annual Incentive Payout

    2023 Annual Incentive Payout

  108. 2023 Annual Incentive Payout

    | Metric | Target ($ million) | Performance ($ million) | Payout % | Weighting | Weighted Payout % | | Revenue | $53,845 | $52,650 | 55.62% | 20.0% | 11.12% | | Adjusted EBITDA | $22,376 | $21,894 | 75.38% | 60.0% | 45.23% | | Strategic Objectives | Discretionary Assessment | | 130.00% | 20.0% | 26.00% | | Total | | | | 100.0% | 82.35% |

  109. 2023 Annual Incentive Payout

    Note: Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to non-controlling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges and (gain) loss on sale or retirement of assets. For purposes of calculating bonus attainment, revenue does not include mobile device related revenue, and Adjusted EBITDA does not include such revenue or mobile device related expenses. Capital Management is an after-the-fact, objective evaluation of our capital spend by the Committee. Each NEO has a target annual incentive opportunity set as a percentage of the NEO’s base salary. In setting opportunities each year, the Committee reviews current opportunities relative to those among peer group companies and evaluates criteria with respect to each NEO’s particular role, including changes in scope and complexity, impact on Company strategy, and degree of enterprise-wide influence. Mr. Rutledge’s 2023 target annual incentive was prorated to reflect his retirement on November 30, 2023, but the Committee otherwise determined that no annual incentive adjustments were necessary for our other NEOs as current opportunities continued to be competitive and appropriate for their roles. The table below summarizes the 2023 target annual incentive opportunities and actual incentive payouts for each of our NEOs.

  110. 2023 Annual Incentive Payout

    | | | Target Annual Incentive | | Annual Incentive | | | Executive Officer | Base Salary | % of Base Salary | $ Value | % of Target | $ Value | | Christopher L. Winfrey | $1,700,000 | 250% | $4,250,000 | 82.35% | $3,499,875 | | Richard J. DiGeronimo | $1,450,000 | 200% | $2,900,000 | 82.35% | $2,388,150 | | Jessica M. Fischer | $800,000 | 150% | $1,200,000 | 82.35% | $988,200 | | Kevin D. Howard | $600,000 | 85% | $510,000 | 82.35% | $419,985 | | R. Adam Ray | $625,000 | 150% | $937,500 | 82.35% | $772,031 | | Thomas M. Rutledge | $1,250,000 | 300% | $3,431,507(1) | 82.35% | $2,825,846 |

  111. 2023 Annual Incentive Payout

    | (1) Represents Mr. Rutledge’s target annual incentive amount prorated based on his base salary of $1,250,000 and target annual incentive of 300% of base salary in effect from January 1, 2023 through his retirement date of November 30, 2023. |

  112. Long-Term Incentives

    Long-Term Incentives Charter’s long-term incentive awards align the interests of the NEOs with those of our stockholders by linking a significant portion of NEO compensation to sustained growth in the Company’s stock price over multi-year periods. The Committee establishes long-term incentive designs and opportunities in consideration of each NEO’s level within the organization, the nature of their particular role and job responsibilities, the desired mix of short and long-term incentive compensation, retention and succession planning considerations, the executive’s line-of-sight to our stock price performance, competitive pay levels observed among peer and general industry organizations, and how such designs align with overall business financial and strategic objectives. In 2023, the NEOs participated in two long-term incentive programs established by the Committee: the annual long-term incentive plan and the 2023 Performance Equity Program.

  113. Annual Long-Term Incentive Plan

    Annual Long-Term Incentive Plan Under the annual long-term incentive plan, participants receive annual grants of equity in mid-January (the “annual grant date”), delivered in a mix of stock options and RSUs and with the particular mix determined by the participant’s level, vesting in full on the third anniversary of the grant date (i.e., 3-year cliff vesting), and having a 10-year term to exercise stock options. Each year, the Committee determines the long-term incentive opportunities for NEOs and approves annual equity grants based on that opportunity. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the grant date). All NEOs received grants under the 2023 annual long-term incentive plan on the January 17, 2023 annual grant date, based on their approved long-term incentive opportunities. The value and mix of the long-term incentive awards for Messrs. Winfrey, DiGeronimo and Rutledge were as set forth in their employment agreements in effect at that time, with Messrs. Winfrey and Rutledge receiving their awards 100% in the form of stock options and Mr. DiGeronimo and all other NEOs receiving their awards in a mix of 90% stock options and 10% RSUs. The grant details under the annual long-term incentive plan for each NEO are as follows:

  114. 2023 Annual Long-Term Incentive Plan Award Details

    2023 Annual Long-Term Incentive Plan Award Details

  115. 2023 Annual Long-Term Incentive Plan Award Details

    | Executive Officer | Target Award Value | Equity Award Mix | Grant / Strike Price | # of Stock Options Granted | # of RSUs Granted | | Christopher L. Winfrey | $17.0 million | 100% Stock Options | $387.375 | 124,922 | — | | Richard J. DiGeronimo | $10.0 million | 90% Stock Options /10% RSUs | $387.375 | 66,135 | 2,581 | | Jessica M. Fischer | $5.5 million | 90% Stock Options /10% RSUs | $387.375 | 36,374 | 1,420 | | Kevin D. Howard | $1.5 million | 90% Stock Options /10% RSUs | $387.375 | 9,920 | 387 | | R. Adam Ray | $3.0 million | 90% Stock Options /10% RSUs | $387.375 | 19,841 | 774 | | Thomas M. Rutledge | $15.0 million | 100% Stock Options | $387.375 | 110,225 | — |

  116. 2023 Annual Long-Term Incentive Plan Award Details

    For changes to long-term incentive opportunities occurring during the year after the annual grant date, the Committee generally also approves additional off-cycle equity awards based on the difference between the NEO’s new and prior opportunities and prorates the award value delivered based on the timing of the change. Prorated award guidelines range from 100% of the value difference for changes occurring in the first quarter to 25% for changes occurring in October or November, and in certain circumstances the Committee may provide for a different off-cycle award amount in order to ensure that such award delivers the appropriate amount of retentive value and alignment with long-term performance. There were no off-cycle equity awards granted under the annual long-term incentive plan in 2023 to any of the NEOs.

  117. 2023 Performance Equity Program

    2023 Performance Equity Program In February 2023, the Committee also approved the 2023 Performance Equity Program in consideration of Charter’s commitment to a number of multi-year transformational and industry-leading network expansion and evolution initiatives. Under the program, participants received 5x their annual long-term incentive grant value, less the value already issued in January 2023 under the annual long-term incentive plan. Awards were delivered in a mix of 90% stock options and 10% RSUs, subdivided into 18 tranches of stock options and 12 tranches of RSUs, each with a time-based vesting requirement ranging from 3 to 5 years after the grant date and performance-based vesting requirement in the form of a stock price hurdle. There are a total of six price hurdles under the program, representing between 5% to 20% compound annual stock price growth over a 5-year period, and the achievement of each price hurdle is determined based on the 60-trading day average closing stock price of Charter common stock. In order to vest, both the time and performance vesting criteria for a tranche must be satisfied, and if a tranche’s associated price hurdle is not achieved by the sixth anniversary of the grant date, that tranche is forfeited. Furthermore, no awards under the program are eligible to vest in connection with any termination, except upon death or disability or for an involuntary termination without cause or resignation for good reason following a change in control; in each case, only award tranches for which the price hurdle is satisfied at the time of termination are eligible to vest. All stock options granted under the 2023 Performance Equity Program have a 10-year term to exercise. The table below summarizes the vesting requirements for all grants made under the program, and both the time and performance-vesting criteria for each tranche must be satisfied in order for the associated tranche to vest.

  118. Vesting Structure of 2023 Performance Equity Program Awards

    | Vesting Structure | | | | | | | Price Growth(3) | | | Approximate(1) % of Stock Options Eligible to Vest | | | Approximate(1) % of RSUs Eligible to Vest | | | Price Hurdle Vesting Requirement | Total | 5-Year CAGR | | On or After 3rd Anniversary of the Grant Date | On or After 4th Anniversary of the Grant Date | On or After 5th Anniversary of the Grant Date | On or After 3rd Anniversary of the Grant Date | On or After 4th Anniversary of the Grant Date | On or After 5th Anniversary of the Grant Date | | | | | 6.7% | 6.7% | 6.7% | — | — | — | $507 / $564(2) | 28% / 42% | 5% / 7% | | 6.7% | 6.7% | 6.7% | — | — | — | $639 | 61% | 10% | | 6.7% | 6.7% | 6.7% | 11.1% | 11.1% | 11.1% | $798 | 101% | 15% | | 6.7% | 6.7% | 6.7% | 11.1% | 11.1% | 11.1% | $870 | 119% | 17% | | 3.3% | 3.3% | 3.3% | 5.6% | 5.6% | 5.6% | $988 | 149% | 20% | | 3.3% | 3.3% | 3.3% | 5.6% | 5.6% | 5.6% | $1,000 | 152% | 20% |

  119. Vesting Structure of 2023 Performance Equity Program Awards

    All NEOs except Mr. Rutledge participated in the 2023 Performance Equity Program. The number of stock options and RSUs granted to each participant was based upon: (i) the target grant value of the award, (ii) the value per each stock option and RSU for each tranche, as calculated by a Monte Carlo model of the value of such awards, and (iii) the number of stock options and RSUs required to deliver the targeted grant value such that 90% of the total combined number of stock options and RSUs granted was comprised of stock options and 10% of the total combined number of stock options and RSUs granted was comprised of RSUs. Grants under the 2023 Performance Equity Program were made on February 22, 2023, and the grant details for each NEO were as follows:

  120. 2023 Performance Equity Program Award Details

    | Executive Officer | Target Award Value | Equity Award Mix | Grant / Strike Price | # of Stock Options Granted | # of RSUs Granted | | Christopher L. Winfrey | $68.0 million | 90% Stock Options / 10% RSUs | $380.53 | 531,840 | 59,093 | | Richard J. DiGeronimo | $40.0 million | 90% Stock Options / 10% RSUs | $380.53 | 310,996 | 34,555 | | Jessica M. Fischer | $22.0 million | 90% Stock Options / 10% RSUs | $380.53 | 171,048 | 19,005 | | Kevin D. Howard | $6.0 million | 90% Stock Options / 10% RSUs | $380.53 | 46,649 | 5,184 | | R. Adam Ray | $12.0 million | 90% Stock Options / 10% RSUs | $380.53 | 93,299 | 10,366 |

  121. 2023 Performance Equity Program Award Details

    As noted above, all NEOs except for Mr. Rutledge (who, pursuant to the terms of his employment agreement, only received an award under the annual long-term incentive plan) received a total target award value equal to 5x their annual long-term incentive opportunity from the combined grants under the annual long-term incentive plan and the 2023 Performance Equity Program. Total target award values delivered over the course of 2023 were therefore as follows:

  122. 2023 Performance Equity Program Award Details

    The target award values described above differ from the corresponding values in the Summary Compensation Table and Grants of Plan-Based Awards Table due to: (i) rounding to the nearest whole stock option and RSU when converting award values into a number of stock options and RSUs to be granted, and (ii) variation between the initial Monte Carlo value estimates used to calculate the number of stock options and RSUs to be granted under the 2023 Performance Equity Program and the finalized Monte Carlo values calculated after the grant date for purposes of expensing and disclosing the value of such awards.

  123. 2009 Stock Incentive Plan and 2019 Stock Incentive Plan

    2009 Stock Incentive Plan and 2019 Stock Incentive Plan Charter granted long-term incentive awards made prior to April 23, 2019 under the 2009 Stock Incentive Plan (the “2009 Plan”), and granted awards made after this date under the 2019 Stock Incentive Plan (the “2019 Plan” and, collectively, the “Stock Incentive Plans”). Each of the Stock Incentive Plans is an omnibus plan, administered at the discretion of the Committee, that provides for a range of compensation programs including the potential grant of non-qualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance share awards, phantom stock, restricted stock units and restricted stock (each term as defined in the Stock Incentive Plans). The Board of Directors approved the 2019 Plan in January 2019 and shareholders approved the 2019 Plan at the annual meeting on April 23, 2019. The terms of the 2019 Plan, after its approval, do not permit additional awards under the 2009 Plan, which terminated on November 30, 2019. Unless terminated sooner, the 2019 Plan terminates on January 29, 2029, with no further options or awards permitted thereafter under that plan. As of December 31, 2023, 5,113,241 million shares remained available for future grants under the 2019 Plan. As of December 31, 2023, there were 5,690 participants in the 2019 Plan and there remained 371 participants with awards outstanding under the 2009 Plan. The 2009 Plan authorized the repricing of options. No repricing occurred under the 2009 Plan through its termination. While the 2019 Plan also initially authorized the repricing of options, on January 28, 2020 the Board approved an amendment to the 2019 Plan prohibiting the repricing of stock options without shareholder approval.

  124. Other Elements of Compensation

    Other Elements of Compensation The NEOs are eligible to participate in all other benefit programs offered to all employees generally. Employment Agreements Over the course of 2023, Charter amended the employment agreements for Messrs. Winfrey and DiGeronimo effective February 22, 2023, removing references to future annual equity grants and excluding grants under the 2023 Performance Equity Program from the sections of their employment agreements relating to the treatment of certain equity incentive awards upon termination. Charter also entered into new employment agreements with Ms. Fischer and Mr. Ray, with Ms. Fischer’s agreement effective February 5, 2023 and Mr. Ray’s agreement executed on December 21, 2023 with a January 19, 2024 effective date. The agreements with Ms. Fischer and Mr. Ray renewed the terms of their employment for an additional two years from each agreement’s respective effective date. Ms. Fischer’s prior employment agreement was effective February 5, 2021 with a term through February 5, 2023 and Mr. Ray’s prior employment agreement was effective July 1, 2022 with a term through July 1, 2024. There were otherwise no new employment agreements entered into with an NEO or amendments to existing employment agreements during the year. A more detailed description of employment arrangements with our NEOs is set forth below under the section titled “NEO Employment Agreements.” Tax and Accounting Prior to the Tax Cuts and Jobs Act, Section 162(m) of the Internal Revenue Code placed a $1 million limit on the amount of non-performance-based compensation the Company can deduct in any year for certain NEOs. The Committee had designed the compensation programs with the intention to qualify a majority of compensation as performance-based compensation under Section 162(m). Effective January 1, 2018, performance-based compensation potentially no longer qualifies for exemption from the Section 162(m) limitation. Certain awards under the existing plans may be deductible, but future awards would be analyzed under the new laws and may not create a tax deduction. Once an individual has become an NEO, these individuals will remain subject to the limitation under Section 162(m) for all current and future compensation. These tax effects are only one factor considered by the Committee when entering into compensation arrangements, and the Committee maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals, which may not be deductible under Section 162(m). We account for stock-based compensation in accordance with United States generally accepted accounting principles (“GAAP”). Restricted stock, restricted stock units, stock options as well as equity awards with market conditions are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of options is estimated on the grant date using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is estimated on the grant date using Monte Carlo simulations. Additional Compensation Governance Policies

  125. Stockholder Vote on Say on Pay

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in pension value and nonqualified deferred compensation earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Christopher L. Winfrey President and Chief Executive Officer | 2023 | 1,700,000 | — | 8,696,687 | 74,956,650 | 3,499,875 | — | 223,866 | 89,077,078 | | | 2022 | 1,359,038 | — | — | 12,001,909 | 2,035,221 | — | 230,799 | 15,626,967 | | | 2021 | 1,041,346 | — | 712,575 | 7,038,681 | 2,747,200 | — | 145,914 | 11,685,716 | | Richard J. DiGeronimo President, Product and Technology | 2023 | 1,450,000 | — | 6,085,226 | 43,139,414 | 2,388,150 | — | 251,010 | 53,313,800 | | | 2022 | 1,298,461 | — | 880,296 | 7,921,224 | 1,740,968 | — | 200,572 | 12,041,521 | | | 2021 | 1,041,346 | — | 499,824 | 4,500,594 | 2,747,200 | — | 77,878 | 8,866,842 | | Jessica M. Fischer Chief Financial Officer | 2023 | 734,615 | — | 3,347,020 | 23,726,633 | 988,200 | — | 23,188 | 28,819,656 | | | 2022 | 700,000 | — | 349,762 | 3,150,523 | 811,020 | — | 21,530 | 5,032,835 | | | 2021 | 555,752 | 250,000 | 295,982 | 1,704,509 | 777,767 | — | 19,476 | 3,603,486 | | Kevin D. Howard EVP, Chief Accounting Officer and Controller | 2023 | 600,000 | — | 912,843 | 6,470,815 | 419,985 | — | 23,646 | 8,427,289 | | R. Adam Ray EVP, Chief Commercial Officer | 2023 | 625,000 | — | 1,825,353 | 12,941,899 | 772,031 | — | 25,014 | 16,189,297 | | Thomas M. Rutledge Former Executive Chairman | 2023 | 1,250,000 | — | — | 14,999,418 | 2,825,846 | — | 390,357 | 19,465,621 | | | 2022 | 2,447,115 | — | — | 30,005,043 | 6,364,251 | (249,614) | 646,555 | 39,213,350 | | | 2021 | 2,500,000 | — | — | 30,004,409 | 8,901,000 | 59,302 | 395,552 | 41,860,263 |

  126. Stockholder Vote on Say on Pay

    | (5) These option awards were granted as options under the 2019 Stock Incentive Plan and are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table. |

  127. Pension Benefits Table

    Pension Benefits Table Set forth in the table below are payments made during the last fiscal year to Mr. Rutledge. Number of years of credited service and present value are not shown as of December 31, 2023 because Mr. Rutledge received a lump sum distribution of his entire accrued benefit in the amount of $1,535,429 on December 8, 2023 in connection with his retirement as Executive Chairman of the Board of Directors of the Company effective November 30, 2023. Pension Benefits for 2023

  128. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year(1) | | Thomas M. Rutledge | Time Warner Cable Pension Plan | — | — | $1,535,429 |

  129. Pension Benefits Table

    | (1) Mr. Rutledge received a lump sum distribution of his entire accrued benefit under the Pension Plan on December 8, 2023. |

  130. Pension Benefits Table

    NEO Employment Agreements

  131. Termination due to Retirement by the Executive

    Termination due to Retirement by the Executive Charter generally defines “retirement” eligibility in its long-term incentive plan documents as the employee’s age (at least 55) plus years of service equal to 70 (with a minimum of 5 years of service required for grants made in or after 2021). Under the current employment agreements, equity award agreements and Company policies applicable to our NEOs, in the event that an NEO terminates his or employment with Charter due to retirement, no severance is payable to any NEO but each NEO would be entitled to any bonus earned for periods ending on or before the termination date but not yet paid as of such date, including a bonus under the 2023 Executive Bonus Plan for a termination occurring on December 31, 2023. In addition, time-vesting stock option and RSU grants made prior to 2021 are subject to pro rata vesting after the first anniversary of the respective award’s grant date and vested stock options remain exercisable for three years following termination or through the original expiration date, if earlier, and, for grants made in or after 2021, unvested time-vesting stock option and RSU grants are subject to continued vesting through the original vesting date if retirement occurs at or above age 60 and are otherwise subject to pro rata vesting after the first anniversary of the respective award’s grant date. Unvested performance-vesting stock option and RSU grants made on February 22, 2023 would be forfeited and cancelled as of the date of termination. For a retirement at or above age 60, all vested time-vesting and performance-vesting stock option awards remain exercisable for five years after the termination date or, in the case of stock options that continue to vest, the vesting date, but in no event will stock options remain exercisable beyond the original expiration date. For a retirement at or above age 55 but below age 60, stock options remain exercisable for three years after the termination date or through the original expiration date, if earlier. None of the NEOs were eligible for retirement as of December 31, 2023.

  132. Pay Versus Performance

    Pay Versus Performance

  133. Pay Versus Performance Results & Discussion

    Pay Versus Performance Results & Discussion An assessment of Charter’s pay versus performance alignment was conducted pursuant to Item 402(v) of Regulation S-K, evaluating the alignment of Charter’s executive pay, stock price performance, and financial performance for the 4-year period from January 1, 2020 through December 31, 2023 (referred to as the “measurement period” throughout this Pay Versus Performance discussion). As discussed on page 24 of the Compensation Discussion and Analysis, Charter’s philosophy for NEO compensation is to provide the largest portion of pay in the form of long-term incentives that vest over a multi-year timeframe and are tied to stock price appreciation; it is Charter’s view that this creates the strongest possible alignment between executives and shareholders. When evaluating this philosophy through the lens of pay versus performance, actual compensation realized or earned by NEOs should therefore be primarily dependent upon Charter creating sustained stock price growth, with increases in executive pay from periods of stock price appreciation and decreases in executive pay from periods where the stock price declines. Furthermore, while financial performance achievement drives payouts under Charter’s annual bonus plan, such outcomes should have a lesser impact than stock price performance given that – based on values disclosed in the Summary Compensation Table – 2023 bonus payouts represented 4% of Mr. Winfrey’s total compensation and 4% of total compensation for the other NEOs compared to the value of equity awards granted in 2023 (including both awards under the annual long-term incentive plan and the 2023 Performance Equity Program) which represented 94% of Mr. Winfrey’s total compensation, and 93% of total compensation for the other NEOs. For purposes of evaluating the impact of performance on pay, the required disclosure utilizes two measurements of compensation, referred to as the “Summary Compensation Table Total” and “Compensation Actually Paid”. These measures are formally defined under “Description of Disclosure Requirements” at the end of this section (which also provides complete information on the methodology for the pay versus performance analysis), but are summarized as follows:

  134. Pay Versus Performance Results & Discussion

    | • | Summary Compensation Table Total – Total compensation as disclosed in the Summary Compensation Table for each year, approximating an NEO’s target compensation opportunity with the exception that it reflects actual payouts from the annual bonus plan (versus target opportunities) and includes certain other compensation and benefits items not traditionally included in target compensation, such as matching contributions to the Company’s 401(k) plan. |

  135. Pay Versus Performance Results & Discussion

    | • | Compensation Actually Paid – The Summary Compensation Table Total with certain modifications applied to capture the change in the actual value of such compensation over time. With respect to Charter’s executive pay program, the difference between the Summary Compensation Table Total and Compensation Actually Paid primarily represents the change in fair value of unvested long-term incentive awards, mainly stock options, over the course of the year. |

  136. Pay Versus Performance Results & Discussion

    As outlined above, in order to demonstrate alignment between pay and performance for Charter’s executive compensation program, Compensation Actually Paid should be greater than or less than the Summary Compensation Table Total in proportion to respective positive or negative TSR achievement and, to a lesser degree, financial performance. Based on the outcomes observed from the pay versus performance analysis as applied to Charter – detailed below in both the required Tabular Disclosure of Pay Versus Performance as well as the Pay Versus Performance Graph – Charter’s executive pay program demonstrates the anticipated alignment between targeted compensation, actual compensation, stock price performance, and financial performance.

  137. Pay Versus Performance Results & Discussion

    | Tabular Disclosure of Pay Versus Performance (1) | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO (Rutledge) (2)(3) | Compensation Actually Paid to CEO (Rutledge) (2)(3) | Summary Compensation Table Total for CEO (Winfrey) (2)(3) | Compensation Actually Paid to CEO (Winfrey) (2)(3) | Average Summary Compensation Table Total for Other NEOs (2)(3) | Average Compensation Actually Paid to Other NEOs (2)(3) | Charter Total Shareholder Return | Primary Peer Group Total Shareholder Return | Net Income ($M) | Adjusted EBITDA ($M) | | 2023 | n/a | n/a | $89,077,078 | $93,575,272 | $25,243,133 | $27,459,371 | $80 | $96 | $5,261 | $21,894 | | 2022 | $39,213,350 | ($35,738,207) | $15,626,967 | ($7,482,444) | $7,482,328 | ($4,316,044) | $70 | $84 | $5,849 | $21,616 | | 2021 | $41,860,263 | $39,859,417 | n/a | n/a | $8,196,657 | $11,663,225 | $134 | $114 | $5,320 | $20,630 | | 2020 | $38,846,705 | $251,702,262 | n/a | n/a | $16,403,815 | $74,038,050 | $136 | $113 | $3,676 | $18,518 |

  138. Pay Versus Performance Results & Discussion

    | (1) See the “Description of Disclosure Requirements” section below for additional information on the requirements for this Pay Versus Performance Disclosure and the required Tabular List of Additional Performance Metrics. |

  139. Charter Communications

    | (3) The table below provides a reconciliation of the adjustments to Summary Compensation Table Totals to Compensation Actually Paid; refer to the “Determination of Compensation Actually Paid” section below for additional information on the methodology and assumptions for determining the fair value of stock and option awards. |

  140. Charter Communications

    | (c) As a result of the adjustments described in footnotes (a) and (b), above, the values for Compensation Actually Paid for each of years 2020 – 2022 are different than the amounts disclosed in our 2023 Proxy Statement for those years. |

  141. Pay Versus Performance Graph

    Pay Versus Performance Graph

  142. Pay Versus Performance Graph

    | (1) The ratio of Compensation Actually Paid to Summary Compensation Table Total is calculated based on the corresponding CEO and Other NEO values disclosed in the Tabular Disclosure of Pay Versus Performance. |

  143. Pay Versus Performance Annual Highlights

    Pay Versus Performance Annual Highlights

  144. Pay Versus Performance Annual Highlights

    | 2020 – Strong stock price performance resulted in increased value for NEOs. • Charter stock price performance outperformed Primary Peers (with a $100 fixed investment on 12/31/2019 increasing to $136 for Charter and $113 for Primary Peers, representing returns of 36.4% and 12.8%, respectively) and resulted in Compensation Actually Paid that was 6.5x the Summary Compensation Table Total for the CEO and 4.5x for the other NEOs. • The significant upside leverage observed in Compensation Actually Paid was driven by Charter’s philosophy to deliver the substantial majority of NEO compensation in the form of stock options, including performance-based equity awards granted in 2016 and vesting based upon the achievement of stock price hurdles, a substantial portion of which were still unvested and outstanding in 2020 and therefore included in this analysis. • Strong financial performance results for this year, with 9.9% Adjusted EBITDA growth and 84.5% growth in Net Income (1) , correlated with stock price performance achievement and also aligned with executive pay outcomes. |

  145. Determination of “Compensation Actually Paid”

    Determination of “Compensation Actually Paid” Since Charter did not have any additional annual service cost for its frozen defined benefit pension plan and the change in pension value did not exceed 2.5% of the Total from the Summary Compensation Table in any given year, the variation in fair value of Charter stock and option awards over the measurement period exclusively drove any material difference between the Summary Compensation Table Total and Compensation Actually Paid. For awards granted during each year of the measurement period, Compensation Actually Paid replaces the value at grant disclosed in the Stock and Option Awards columns of the Summary Compensation Table with the fair value of such awards calculated as of year-end although such awards were unvested. In addition, for awards granted in prior years and unvested at the beginning of the applicable year of the measurement period, the change in value of such awards is included in Compensation Actually Paid and is equal to (i) the fair value calculated as of the end of the year or, if the award vested during the year, the vesting date, less (ii) the fair value calculated as of the beginning of the year. The applicable Charter equity awards included in the pay versus performance analysis – all of which were outstanding for at least a portion of the measurement period – and their corresponding valuation methodology were as follows:

  146. Determination of “Compensation Actually Paid”

    | • | Time-vested RSUs – Included grants made from 2017 – 2023, valued at the average of the high and low prices of Charter common stock on each applicable valuation date. |

  147. Determination of “Compensation Actually Paid”

    | • | Time-vested stock options – Included grants made from 2017 – 2023, valued using the Black-Scholes option-pricing model. For each valuation date, the fair value was determined using the average of the high and low prices of Charter |

  148. CEO Pay Ratio

    CEO Pay Ratio Charter’s CEO to Median Employee pay ratio for 2023 was calculated pursuant to Item 402(u) of Regulation S-K, comparing total annual compensation for the CEO to that of the Median Employee. In 2022, a new Median Employee was identified for purposes of calculating our CEO Pay Ratio, as the prior analysis from which the Median Employee had been selected was conducted in 2020, and the regulations require that a Median Employee be identified once every three years. The Median Employee for 2022 was identified using the same methodology as in prior years and based on an analysis of the median 2022 W-2 Box 1 income among the 101,700 full and part-time U.S. employees, other than the CEO, who were actively employed by Charter as of December 31, 2022 (Charter has no employees outside of the U.S.). No adjustments were applied to W-2 Box 1 income for purposes of determining the Median Employee, such as for employees who were employed for only part of the year or on unpaid leave of absence at some point during the year. As of December 31, 2023, Charter had 101,100 full and part-time active U.S. employees, other than the CEO. In 2023, the Median Employee identified in 2022 for purposes of calculating our CEO Pay Ratio had no material change in role or compensation since the original analysis, and this individual therefore continued to be used as the Median Employee for purposes of calculating this year’s pay ratio. Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. For 2023, the Median Employee had total annual compensation of $54,476, calculated using the same methodology as applied for NEOs in the Summary Compensation Table. Full-time Charter employees in the U.S., including the Median Employee, are also eligible to participate in Company-sponsored retirement and health and welfare benefits programs and receive complimentary cable services, which provide significant additional value but are not included in the measure of total annual compensation used to calculate the pay ratio. The ratio of the CEO’s total annual compensation as disclosed in the Summary Compensation Table relative to that of the Median Employee was as follows:

  149. CEO Pay Ratio

    | CEO Total Annual Compensation | $89,077,078 | | Median Employee Total Annual Compensation | $54,476 | | Ratio of CEO to Median Employee Total Annual Compensation | 1,635.2 |

  150. CEO Pay Ratio

    As approximately 75% of the CEO’s compensation disclosed in the Summary Compensation Table was from equity awards made under the 2023 Performance Equity Program – which is intended to provide value over a multi-year period and described in further detail in the in the Compensation Discussion and Analysis – an alternative pay ratio was calculated by annualizing the value delivered under the program over the 5-year vesting period for such awards. The resulting alternative ratio of the CEO’s total annual compensation relative to that of the Median Employee would be as follows:

  151. CEO Pay Ratio

    | Alternative CEO Total Annual Compensation | $35,753,917 | | Median Employee Total Annual Compensation | $54,476 | | Alternative Ratio of CEO to Median Employee Total Annual Compensation | 656.3 |