Charter Communications Inc.
05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:39
Management Change/Compensation (Form 8-K)
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 15, 2026, Charter Communications, Inc. (the "Company") entered into an employment agreement (the "Employment Agreement") with Jamal Haughton, the Company's Executive Vice President, General Counsel & Corporate Secretary.
The Employment Agreement, which is effective as of May 15, 2026, has a term ending May 15, 2028 (or upon an earlier termination of employment) and provides that Mr. Haughton will continue to serve as Executive Vice President, General Counsel & Corporate Secretary. The Employment Agreement provides that Mr. Haughton will receive an annual base salary of at least $825,000 and a target annual cash bonus opportunity of 160% of his annual base salary. Commencing in 2027 and during the term, Mr. Haughton will be granted equity awards with a grant date fair value of at least $4,000,000, with such awards granted in a mix of options and restricted stock units. Pursuant to the Employment Agreement, on May 15, 2026, Mr. Haughton was granted a top up award with a grant date fair value of $656,250, consisting of a mix of options and restricted stock units, which award will cliff vest on the third anniversary of the grant date, subject to Mr. Haughton's continued employment with the Company through such date.
Mr. Haughton will also continue to participate in the Company's employee benefit plans and receive perquisites as generally provided to other senior executives of the Company. In addition, consistent with Mr. Haughton's prior employment agreement, the Company will continue to reimburse Mr. Haughton for all reasonable and necessary expenses incurred in connection with the performance of his duties.
If the employment of Mr. Haughton is terminated involuntarily by the Company without cause, by Mr. Haughton for good reason or upon the Company's non-renewal of the term, he would be entitled to (a) a cash severance payment equal to the product of 2.0 multiplied by the sum of his annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a prorated annual cash bonus for the year in which the termination occurs based on actual performance, (c) a cash payment equal to the cost of COBRA coverage for 24 months following termination, and (d) up to 12 months of executive-level outplacement services.
The termination benefits described above are subject to Mr. Haughton's execution of a release of claims in favor of the Company and its affiliates. In addition, Mr. Haughton has agreed to comply with covenants (a) concerning nondisclosure of confidential information, assignment of intellectual property and nondisparagement of the Company, (b) concerning noncompetition for two years following termination, and (c) concerning nonsolicitation of customers and employees of the Company for one year following termination.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.
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