Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Charter Communications, Inc. |
Entity Central Index Key | 0001091667 |
Pay vs Performance Disclosure
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, 4-year 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 • Compensation Actually Paid 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 Year Summary Compensation Table Total for CEO (Rutledge) (2)(3) Compensation Actually Paid to CEO (Rutledge) (2)(3) Summary Compensation CEO (Winfrey) (2)(3) Compensation 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 Adjusted EBITDA 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 ($176,085 ) ($59,302 ) $249,614 $0 $0 ($33,655 ) Plus $0 $0 $0 $0 $0 $0 $0 $0 $0 Less ($30,005,695) ($30,004,409) ($30,005,043) ($12,001,909) ($83,653,337 ) ($12,999,065) ($4,000,613) ($5,325,719) Plus year-end (a) $39,025,852 $32,007,744 $9,911,059 $5,490,586 $87,091,096 $16,074,306 Plus year-end (b) $204,011,485 ($3,944,879 ) ($55,107,188 ) ($16,598,088 ) $1,060,435 $54,592,650 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) 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) | ||||
Adjustment To PEO Compensation, Footnote | (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 ($176,085 ) ($59,302 ) $249,614 $0 $0 ($33,655 ) Plus $0 $0 $0 $0 $0 $0 $0 $0 $0 Less ($30,005,695) ($30,004,409) ($30,005,043) ($12,001,909) ($83,653,337 ) ($12,999,065) ($4,000,613) ($5,325,719) Plus year-end (a) $39,025,852 $32,007,744 $9,911,059 $5,490,586 $87,091,096 $16,074,306 Plus year-end (b) $204,011,485 ($3,944,879 ) ($55,107,188 ) ($16,598,088 ) $1,060,435 $54,592,650 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) 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 ($176,085 ) ($59,302 ) $249,614 $0 $0 ($33,655 ) Plus $0 $0 $0 $0 $0 $0 $0 $0 $0 Less ($30,005,695) ($30,004,409) ($30,005,043) ($12,001,909) ($83,653,337 ) ($12,999,065) ($4,000,613) ($5,325,719) Plus year-end (a) $39,025,852 $32,007,744 $9,911,059 $5,490,586 $87,091,096 $16,074,306 Plus year-end (b) $204,011,485 ($3,944,879 ) ($55,107,188 ) ($16,598,088 ) $1,060,435 $54,592,650 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. | ||||
Total Shareholder Return Amount | $ 80 | 70 | 134 | 136 | |
Peer Group Total Shareholder Return Amount | 96 | 84 | 114 | 113 | |
Net Income (Loss) | $ 5,261,000,000 | $ 5,849,000,000 | $ 5,320,000,000 | $ 3,676,000,000 | $ 1,992,000,000 |
Company Selected Measure Amount | 21,894,000,000 | 21,616,000,000 | 20,630,000,000 | 18,518,000,000 | 16,855,000,000 |
Measure:: 1 | |||||
Pay vs Performance Disclosure | |||||
Name | Revenue | ||||
Measure:: 2 | |||||
Pay vs Performance Disclosure | |||||
Name | Capital and Free Cash Flow Management | ||||
Measure:: 3 | |||||
Pay vs Performance Disclosure | |||||
Name | Network Expansion and Evolution | ||||
Mr. Rutledge [Member] | |||||
Pay vs Performance Disclosure | |||||
PEO Total Compensation Amount | $ 39,213,350 | $ 41,860,263 | $ 38,846,705 | ||
PEO Actually Paid Compensation Amount | $ (35,738,207) | $ 39,859,417 | $ 251,702,262 | ||
PEO Name | Mr. Rutledge | Mr. Rutledge | Mr. Rutledge | ||
Mr. Winfrey [Member] | |||||
Pay vs Performance Disclosure | |||||
PEO Total Compensation Amount | $ 89,077,078 | $ 15,626,967 | |||
PEO Actually Paid Compensation Amount | $ 93,575,272 | $ (7,482,444) | |||
PEO Name | Mr. Winfrey | Mr. Winfrey | |||
PEO | Mr. Rutledge [Member] | Change in pension value [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | $ 249,614 | $ (59,302) | $ (176,085) | ||
PEO | Mr. Rutledge [Member] | Additional service cost of pension plan [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | ||
PEO | Mr. Rutledge [Member] | Grant value of stock and option awards made during the year, as disclosed in the Summary Compensation [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | (30,005,043) | (30,004,409) | (30,005,695) | ||
PEO | Mr. Rutledge [Member] | The fair value of unvested stock and option awards made during the year, measured as of year end [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 9,911,059 | 32,007,744 | 39,025,852 | ||
PEO | Mr. Rutledge [Member] | 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 [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | (55,107,188) | (3,944,879) | (204,011,485) | ||
PEO | Mr. Winfrey [Member] | Change in pension value [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | $ 0 | 0 | |||
PEO | Mr. Winfrey [Member] | Additional service cost of pension plan [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 0 | 0 | |||
PEO | Mr. Winfrey [Member] | Grant value of stock and option awards made during the year, as disclosed in the Summary Compensation [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | (83,653,337) | (12,001,909) | |||
PEO | Mr. Winfrey [Member] | The fair value of unvested stock and option awards made during the year, measured as of year end [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 87,091,096 | 5,490,586 | |||
PEO | Mr. Winfrey [Member] | 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 [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 1,060,435 | (16,598,088) | |||
Non-PEO NEO | Change in pension value [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 0 | 0 | (11,136) | (33,655) | |
Non-PEO NEO | Additional service cost of pension plan [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 | |
Non-PEO NEO | Grant value of stock and option awards made during the year, as disclosed in the Summary Compensation [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | (22,689,724) | (5,325,719) | (4,000,613) | (12,999,065) | |
Non-PEO NEO | The fair value of unvested stock and option awards made during the year, measured as of year end [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | 23,621,816 | 2,034,016 | 4,093,165 | 16,074,306 | |
Non-PEO NEO | 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 [Member] | |||||
Pay vs Performance Disclosure | |||||
Adjustment to Compensation, Amount | $ 1,284,147 | $ (8,506,669) | $ 3,385,151 | $ 54,592,650 |