Charter Communications Inc.
01/22/2026 | Press release | Distributed by Public on 01/22/2026 15:03
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 January 16, 2026, Charter Communications, Inc. ("Charter") entered into an employment agreement (the "Agreement") with Adam Ray, Charter's Executive Vice President, Chief Commercial Officer.
The Agreement, which is effective as of January 19, 2026, has a term ending January 19, 2028 (or upon an earlier termination of employment) and provides that Mr. Ray will continue to serve as Executive Vice President, Chief Commercial Officer. The Agreement provides that Mr. Ray will receive an annual base salary of at least $750,000 and a target annual cash bonus opportunity of 160% of his annual base salary. Commencing in 2027 and during the term, Mr. Ray will be granted equity awards with a grant date fair value of at least $4,250,000, with such awards granted in a mix of options and restricted stock units. Pursuant to the Agreement, on January 20, 2026, Mr. Ray was granted a top up award with a grant date fair value of $500,000, consisting of a mix of options and restricted stock units, which award shall cliff vest on the third anniversary of the grant date, subject to his continued employment with Charter through such date. Mr. Ray will also continue to participate in Charter's employee benefit plans and receive perquisites as generally provided to other senior executives of Charter. In addition, consistent with Mr. Ray's prior employment agreement, Charter will continue to reimburse Mr. Ray for all reasonable and necessary expenses incurred in connection with the performance of his duties.
If the employment of Mr. Ray is terminated involuntarily by Charter without cause or by him for good reason, 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 cash payment equal to the cost of COBRA coverage for 24 months following termination, and (c) up to 12 months of executive-level outplacement services.
The termination benefits described above are subject to Mr. Ray's execution of a release of claims in favor of Charter and its affiliates. In addition, Mr. Ray has agreed to comply with covenants (a) concerning nondisclosure of confidential information, assignment of intellectual property and nondisparagement of Charter, (b) concerning noncompetition for two years following termination, and (c) concerning nonsolicitation of customers and employees of Charter for one year following termination.
The foregoing summary of the 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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