Charles Stewart
ATUSAbout Charles Stewart
Charles Stewart (age 55) is a non‑employee director of Altice USA (ATUS) who has served on the Board since 2018; he is currently the Chief Executive Officer of Sotheby’s and is a Yale University graduate . He is a Next Alt S.à r.l. designee to the ATUS Board, and the company is a controlled company under NYSE rules with only three independent directors; Stewart is not listed among the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altice USA | Co‑President & Chief Financial Officer | 2015–2019 | Senior financial and operating leadership |
| Itaú BBA International plc | Chief Executive Officer | 2013–2015 | Led wholesale banking in Europe, U.S. and Asia |
| Morgan Stanley | Investment Banking (incl. Deputy Head of Investment Banking EMEA, Global IB Management Committee) | ~1994–2013 | Focused nine years on U.S. cable, broadcast, publishing; global IB leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sotheby’s | Chief Executive Officer | Current | Chief executive leadership |
Board Governance
- Board and committees: ATUS has nine directors; three are independent (Mullen, Svider, Schnabel). The Board has two standing committees—Audit and Compensation—each composed entirely of independent directors .
- Stewart’s independence and designation: Stewart is a Next Alt designee and not listed as independent; Next Alt (Patrick Drahi’s holding company) designates a majority of directors while ATUS remains a controlled company under NYSE rules .
- Committee assignments: Audit Committee members are Mullen (Chair), Svider, Schnabel; Compensation Committee members are Svider (Chair), Mullen, Schnabel. Stewart is not a member of either committee .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Leadership structure and engagement: ATUS combines Chairman and CEO roles (Dennis Mathew), has no lead independent director, and non‑management directors meet in executive session at least quarterly; independent directors meet separately at least annually .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $0 | Stewart received no compensation for Board service in 2024 |
| Committee membership fees | $0 | Stewart is not a committee member |
| Committee chair fees | $0 | Stewart is not a committee chair |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed for directors |
Reference: Independent director fee schedule (for comparison): base fee $72,500; Audit Chair $32,500; Audit member $22,500; Compensation Chair $22,500; Compensation member $5,000 .
Performance Compensation
| Element | Grant/Date | Quantity/Value | Vesting/Performance Conditions |
|---|---|---|---|
| Director equity awards (RSUs/Options) | None (2024) | $0 | Stewart received no director equity awards in 2024 |
ATUS uses Adjusted EBITDA and stock price as the most important financial measures in executive incentive design, but there are no disclosed performance‑based elements tied to Stewart’s director compensation .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Sotheby’s | CEO | External executive role; Stewart is a Next Alt designee at ATUS, while ATUS is controlled by Patrick Drahi/Next Alt—indicates affiliation, though no specific ATUS‑Sotheby’s transactions are disclosed |
Expertise & Qualifications
- Core credentials: CEO experience, corporate strategy, operations, finance; 21 years in corporate finance and investment banking; Yale University graduate .
- Sector experience: Extensive work in U.S. cable, broadcast, publishing; global banking leadership across EMEA, U.S., and Asia .
Equity Ownership
| Holder | Class A Shares | % of Class A | Derivatives | Notes |
|---|---|---|---|---|
| Charles Stewart | 452,579 | <1% | 428,654 options presently exercisable | Beneficial ownership per SEC rules; no pledge disclosures cited |
Risk Indicators & RED FLAGS
- Controlled company status: Majority voting power controlled by Patrick Drahi/Next Alt; Next Alt designates a majority of Board seats—heightened governance risk and reduced independent oversight .
- Independence/committees: Stewart is non‑independent and not on Audit or Compensation committees, which are fully independent—limits his direct influence on financial reporting and pay oversight .
- Section 16(a) delinquency: Stewart filed one Form 4 reporting three transactions after applicable deadlines—process compliance red flag .
- Related‑party environment: Significant related‑party transactions with Altice Europe/Next Alt across services and capital spending reviewed under Audit Committee policy; no Stewart‑specific related‑party transactions disclosed .
- Hedging restrictions: Insider Trading Policy requires pre‑clearance for hedging and prohibits public put/call transactions—alignment measure, though enforcement relies on process rigor .
Governance Assessment
- Board effectiveness: ATUS maintains independent Audit and Compensation committees with regular meetings and executive sessions, but overall Board independence is limited (3/9 independent) given controlled company status. Stewart’s role as a Next Alt designee supports sponsor influence but reduces independent perspective .
- Conflicts and related parties: The Next Alt designation and controlled status create structural conflicts; while the Audit Committee reviews related‑party transactions, concentration of influence is a notable risk for minority investors. No direct Stewart‑related transactions are disclosed in the proxy .
- Attendance and engagement: Stewart met at least the 75% attendance threshold in 2024, meeting minimum governance expectations .
- Compensation & alignment: Stewart receives no director cash or equity compensation, which avoids pay conflicts but limits incremental alignment via director pay. His beneficial ownership (<1%) and exercisable options reflect legacy holdings, not ongoing director grants .
- Signals for investors: The late Section 16 filing is a process red flag; the absence of a lead independent director and combined Chair/CEO roles further accentuate centralized control. Investors should monitor committee independence integrity and RPT reviews under the Related Party Transaction Approval Policy .