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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

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:

•

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.

•

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.

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.


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

(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.

(2)

Mr. Rutledge served as Chairman and CEO in each of 2020, 2021 and 2022 and is therefore included as the CEO in the table for each such year. Mr. Winfrey served as President and CEO from December 1, 2022 and is therefore included as the CEO for 2022 and 2023 only. The average values for Other NEOs pertain to the following executives and their roles for each year:

2020 – John R. Bickham (President and Chief Operating Officer, Mr. DiGeronimo (Chief Product & Technology Officer), David G. Ellen (Senior Executive Vice President), and Mr. Winfrey (Chief Financial Officer)

2021 – Mr. Bickham (Vice Chairman), Mr. DiGeronimo (Chief Product & Technology Officer), Mr. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Mr. Winfrey (Chief Operating Officer)

2022 – Mr. DiGeronimo (President, Product & Technology), Mr. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Mr. Hargis (Special Advisor to the COO).

2023 – Mr. DiGeronimo (President, Product & Technology), Ms. Fischer (Chief Financial Officer), Mr. Howard (EVP, Chief Accounting Officer & Controller), Mr. Ray (EVP, Chief Commercial Officer), and Mr. Rutledge (Former Executive Chairman)

(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.



	Chief Executive Officer															Other Named Executive Officers

	2020 (Rutledge)			2021 (Rutledge)			2022 (Rutledge)			2022 (Winfrey)			2023 (Winfrey)			2020			2021	2022	2023
Summary Compensation Table Total		$38,846,705			$41,860,263			$39,213,350			$15,626,967			$89,077,078			$16,403,815		$8,196,657	$7,482,328	$25,243,133
Less change in pension value		($176,085	)		($59,302	)		$249,614			$0			$0			($33,655	)	($11,136)	$0	$0
Plus additional service cost of pension plan		$0			$0			$0			$0			$0			$0		$0	$0	$0
Less grant value of stock and option awards made during the year, as disclosed in the Summary Compensation Table		($30,005,695)			($30,004,409)			($30,005,043)			($12,001,909)			($83,653,337	)		($12,999,065)		($4,000,613)	($5,325,719)	($22,689,724)
Plus the fair value of unvested stock and option awards made during the year, measured as of year-end (a)		$39,025,852			$32,007,744			$9,911,059			$5,490,586			$87,091,096			$16,074,306		$4,093,165	$2,034,016	$23,621,816
Plus the change in fair value of unvested stock and option awards granted in prior years, measured as of year-end or the vesting date, if earlier (b)		$204,011,485			($3,944,879	)		($55,107,188	)		($16,598,088	)		$1,060,435			$54,592,650		$3,385,151	($8,506,669)	$1,284,147
Compensation Actually Paid (c)		$251,702,262			$39,859,417			($35,738,207	)		($7,482,444	)		$93,575,272			$74,038,050		$11,663,225	($4,316,044)	$27,459,371

(a)	The values for each of years 2020 – 2022 have been adjusted from the amounts disclosed in our 2023 Proxy Statement, which incorrectly presented the change in fair value of such awards instead of the fair value at year end.

(b)	The 2020 value for Rutledge and the 2022 value for Winfrey have been adjusted from the amounts disclosed in our 2023 Proxy Statement due to an incorrect award valuation being used for each amount when calculating the values for the 2023 Proxy Statement.

(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.

Company Selected Measure Name

AdjustedEBITDA

Named Executive Officers, Footnote

(2)

2022 – Mr. DiGeronimo (President, Product & Technology), Mr. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Mr. Hargis (Special Advisor to the COO).

Adjustment To PEO Compensation, Footnote

(3)



	Chief Executive Officer															Other Named Executive Officers

	2020 (Rutledge)			2021 (Rutledge)			2022 (Rutledge)			2022 (Winfrey)			2023 (Winfrey)			2020			2021	2022	2023
Summary Compensation Table Total		$38,846,705			$41,860,263			$39,213,350			$15,626,967			$89,077,078			$16,403,815		$8,196,657	$7,482,328	$25,243,133
Less change in pension value		($176,085	)		($59,302	)		$249,614			$0			$0			($33,655	)	($11,136)	$0	$0
Plus additional service cost of pension plan		$0			$0			$0			$0			$0			$0		$0	$0	$0
Less grant value of stock and option awards made during the year, as disclosed in the Summary Compensation Table		($30,005,695)			($30,004,409)			($30,005,043)			($12,001,909)			($83,653,337	)		($12,999,065)		($4,000,613)	($5,325,719)	($22,689,724)
Plus the fair value of unvested stock and option awards made during the year, measured as of year-end (a)		$39,025,852			$32,007,744			$9,911,059			$5,490,586			$87,091,096			$16,074,306		$4,093,165	$2,034,016	$23,621,816
Plus the change in fair value of unvested stock and option awards granted in prior years, measured as of year-end or the vesting date, if earlier (b)		$204,011,485			($3,944,879	)		($55,107,188	)		($16,598,088	)		$1,060,435			$54,592,650		$3,385,151	($8,506,669)	$1,284,147
Compensation Actually Paid (c)		$251,702,262			$39,859,417			($35,738,207	)		($7,482,444	)		$93,575,272			$74,038,050		$11,663,225	($4,316,044)	$27,459,371

(a)	The values for each of years 2020 – 2022 have been adjusted from the amounts disclosed in our 2023 Proxy Statement, which incorrectly presented the change in fair value of such awards instead of the fair value at year end.

(b)	The 2020 value for Rutledge and the 2022 value for Winfrey have been adjusted from the amounts disclosed in our 2023 Proxy Statement due to an incorrect award valuation being used for each amount when calculating the values for the 2023 Proxy Statement.

(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.

Non-PEO NEO Average Total Compensation Amount

$ 25,243,133

$ 7,482,328

$ 8,196,657

$ 16,403,815

Non-PEO NEO Average Compensation Actually Paid Amount

$ 27,459,371

(4,316,044)

11,663,225

74,038,050

Adjustment to Non-PEO NEO Compensation Footnote

(3)



	Chief Executive Officer															Other Named Executive Officers

	2020 (Rutledge)			2021 (Rutledge)			2022 (Rutledge)			2022 (Winfrey)			2023 (Winfrey)			2020			2021	2022	2023
Summary Compensation Table Total		$38,846,705			$41,860,263			$39,213,350			$15,626,967			$89,077,078			$16,403,815		$8,196,657	$7,482,328	$25,243,133
Less change in pension value		($176,085	)		($59,302	)		$249,614			$0			$0			($33,655	)	($11,136)	$0	$0
Plus additional service cost of pension plan		$0			$0			$0			$0			$0			$0		$0	$0	$0
Less grant value of stock and option awards made during the year, as disclosed in the Summary Compensation Table		($30,005,695)			($30,004,409)			($30,005,043)			($12,001,909)			($83,653,337	)		($12,999,065)		($4,000,613)	($5,325,719)	($22,689,724)
Plus the fair value of unvested stock and option awards made during the year, measured as of year-end (a)		$39,025,852			$32,007,744			$9,911,059			$5,490,586			$87,091,096			$16,074,306		$4,093,165	$2,034,016	$23,621,816
Plus the change in fair value of unvested stock and option awards granted in prior years, measured as of year-end or the vesting date, if earlier (b)		$204,011,485			($3,944,879	)		($55,107,188	)		($16,598,088	)		$1,060,435			$54,592,650		$3,385,151	($8,506,669)	$1,284,147
Compensation Actually Paid (c)		$251,702,262			$39,859,417			($35,738,207	)		($7,482,444	)		$93,575,272			$74,038,050		$11,663,225	($4,316,044)	$27,459,371

(a)	The values for each of years 2020 – 2022 have been adjusted from the amounts disclosed in our 2023 Proxy Statement, which incorrectly presented the change in fair value of such awards instead of the fair value at year end.

(b)	The 2020 value for Rutledge and the 2022 value for Winfrey have been adjusted from the amounts disclosed in our 2023 Proxy Statement due to an incorrect award valuation being used for each amount when calculating the values for the 2023 Proxy Statement.

(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.

Compensation Actually Paid vs. Total Shareholder Return

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.

Total Shareholder Return Vs Peer Group

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.