Adam Ray
Executive Vice President, Chief Commercial Officer at CHTR
Executive
About Adam Ray
R. Adam Ray is Executive Vice President and Chief Commercial Officer at Charter Communications (CHTR), age 49, overseeing residential and commercial marketing and sales, including Spectrum Enterprise, Spectrum Community Solutions, Spectrum Stores, and direct/digital/inbound sales, as well as cable operations business planning and analytics . He joined Charter in 2005 after four years at Comcast, and holds a B.A. in biology (Maryville College), a master’s from Austin Peay State University, and an MBA from the University of Tennessee–Knoxville; he also completed the Cable Executive Management program at Harvard Business School . Company performance during 2023–2024 included revenue growth of 1.1% to $54.6B and adjusted EBITDA growth of 1.3% to $21.9B in 2023 , and revenue growth of 0.9% to $55.1B with adjusted EBITDA up 3.1% to $22.6B in 2024; the proxy also presents a 5-year TSR comparison versus the S&P 500 and peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charter Communications | EVP, Sales Operations & Planning | Not disclosed | Led enterprise sales planning and analytics supporting commercial growth |
| Charter Communications | EVP, Spectrum Community Solutions | Not disclosed | Grew MDU/communities segment across TV, Internet, Voice |
| Charter Communications | Regional VP, Field Operations (Florida) | Not disclosed | Led regional operations execution and customer service |
| Charter Communications | Group VP, Residential Direct Sales | Not disclosed | Drove direct sales channel expansion |
| Charter Communications | Senior Director, Sales Operations (Los Angeles) | Not disclosed | Built sales ops capabilities in a major market |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comcast | Sales leader (Knoxville, TN) | Four years | Commercial sales leadership prior to Charter |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $625,000 | $725,000 (effective Jan 19, 2024; +16%) |
| Target Bonus (% of Salary) | 150% | 150% |
| Target Bonus ($) | $937,500 | $1,087,500 |
| Actual Bonus Payout (% of Target) | 82.35% | 88.38% |
| Actual Bonus Paid ($) | $772,031 | $961,133 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2023 Annual Incentive | Revenue (excl. device) | 20% | $53,845M | $52,650M | 55.62% |
| 2023 Annual Incentive | Adjusted EBITDA | 60% | $22,376M | $21,894M | 75.38% |
| 2023 Annual Incentive | Strategic Objectives | 20% | Discretionary | Discretionary | 130.00% |
| 2024 Annual Incentive | Revenue (excl. device) | 20% | $53,515M | $52,891M | 71.41% |
| 2024 Annual Incentive | Adjusted EBITDA | 60% | $22,394M | $22,569M | 79.34% |
| 2024 Annual Incentive | Strategic Objectives | 20% | Discretionary | Discretionary | 132.50% |
Notes:
- Annual plan metrics and weights are consistent across NEOs; strategic objectives were tied to capital/FCF management and execution of network evolution/expansion .
Long-Term & Special Equity Awards
| Grant | Date | Vehicle | Strike/Grant Price | Shares/Units | Grant Value | Vesting |
|---|---|---|---|---|---|---|
| Annual LTI | Jan 17, 2023 | Stock Options | $387.375 | 19,841 | $2,699,963 | 100% at 3rd anniversary |
| Annual LTI | Jan 17, 2023 | RSUs | Grant price $387.375 | 774 | $299,828 | 100% at 3rd anniversary |
| 5-Year Performance Equity Program | Feb 22, 2023 | Performance Options | $380.53 | 93,299 | $10,241,936 | Time gates at 3/4/5 years + stock price hurdles $507–$1,000; forfeit if unmet by 6th anniversary |
| 5-Year Performance Equity Program | Feb 22, 2023 | Performance RSUs | Grant price $380.53 | 10,366 | $1,525,525 | Same time and hurdle structure |
| Off-cycle LTI (increase to target) | Jan 19, 2024 | Stock Options | $366.55 | 5,141 | $674,988 | 100% at 3rd anniversary; 10-year term |
| Off-cycle LTI (increase to target) | Jan 19, 2024 | RSUs | Grant price avg of high/low | 205 | $75,142 | 100% at 3rd anniversary |
| Annual LTI | Jan 15, 2025 | Award Value | — | — | $750,000 (difference under program) | 100% at 3rd anniversary; 90% options / 10% RSUs |
Performance Equity Details:
- Six stock price hurdles based on 60-trading-day average closing price: $507, $564 (CEO-only lowest tranche), $639, $798, $870, $988, $1,000, equating to roughly 28%–152% total growth and 5%–20% 5-year CAGR versus $396.94 reference price .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 46,373; less than 1% of Class A |
| Vested Options (Exercisable) | 45,228 options vested and exercisable included in beneficial ownership |
| Unexercisable Options | 12,905 @ $588.83 (exp. 1/18/2032); 2,602 @ $581.19 (exp. 1/19/2032); 19,841 @ $387.38 (exp. 1/17/2033); 5,141 @ $366.55 (exp. 1/19/2034) |
| Performance Options (Unearned) | 93,299 @ $380.53 (granted 2/22/2023) |
| Unvested RSUs (Time-vested) | 1,490 units (market value $510,727 at $342.77) |
| Performance RSUs (Unearned) | 10,366 units (market value $3,553,154 at $342.77) |
| Pledging | No pledging disclosed for Adam Ray; pledging noted for other insiders in footnotes |
| Stock Ownership Guidelines | EVPs must hold 2x salary; compliance as of 12/31/2024: only CEO met guidelines; others (including EVPs) not yet, often due to recent promotions/limited vesting events . Prior year disclosure noted compliance by most covered individuals (except recent hires/promotions) . |
| Hedging Policy | Hedging, short sales, and derivatives on company stock prohibited for Restricted Employees without prior approval |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended employment agreement effective Jan 19, 2024; initial term through Jan 19, 2026; company may extend for unlimited one-year periods |
| Role/Comp Package | EVP, Chief Commercial Officer; base salary $725,000; target bonus 150% of salary; long-term incentive target increased from $3.0M to $3.75M |
| Non-Compete / Non-Solicit | Two-year non-compete; one-year non-solicit |
| Severance (No CIC) | Cash severance $3,625,000 (≈5x base salary); bonus $1,087,500 (target); pro rata vesting of unvested time-based options; performance options forfeited |
| Severance (CIC Double Trigger) | Cash severance $3,625,000; bonus $1,087,500; full vesting of unvested time-based RSUs; performance awards vest only if hurdles met; amounts in table assume CIC price $342.77 |
| Change-in-Control Definition | ≥35% beneficial ownership, board composition change, certain reorganizations/mergers, liquidation, or sale of substantially all assets |
| Clawback | New compensation recovery policy effective Oct 1, 2023 compliant with NASDAQ 5608; 3-year look-back for incentive comp in event of accounting restatement |
| Option Repricing | Prohibited without shareholder approval (2019 Plan amendment on Jan 28, 2020) |
Insider Transactions (Form 4 highlights)
| Date | Transaction | Shares/Units | Notes/Source |
|---|---|---|---|
| Jan 12, 2024 | RSUs vested | 280 | Annual time-vested RSUs vest; tax withholding noted |
| Jun 21, 2024 | RSUs vested | 80 | Annual time-vested RSUs vest; tax withholding noted |
| Jan 19, 2024 | Option grant | 5,141 | Off-cycle options (strike $366.55); 3-year cliff vest |
| Jan 19, 2024 | RSU grant | 205 | Off-cycle RSUs; 3-year cliff vest |
| Jun 21, 2024 | Form 4 filed (vesting) | — | RSU vest at 3-year anniversary per filing |
| Jan 15/17, 2025 | RSU grant reported | — | Annual program grant recorded in Form 4 filings |
Compensation Structure Analysis
- Cash vs Equity Mix: Ray’s compensation is heavily equity-centric, consistent with Charter’s philosophy to emphasize stock options and long-dated value realization; his LTI target increased to $3.75M with awards 90% options/10% RSUs .
- Multi-year Special Program: The 2023 performance equity program adds significant at-risk value tied to strict price hurdles ($507–$1,000) and extended time gates, with limited acceleration provisions—aligning realized pay with sustained TSR .
- Governance Policies: Clawback updated to Nasdaq standards; hedging prohibited; option repricing barred without shareholder approval .
- Peer Benchmarking: Committee positions target pay generally between 50th–75th percentile of peer group; 2025 primary peer group updated to include EchoStar (replacing DISH) alongside AT&T, Comcast, T-Mobile, Verizon, Disney, WBD, Netflix, Cisco, Lumen, Fox, Paramount, Liberty Global .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay Approval: 71% support in 2023 .
- Frequency Vote: 51% support for triennial say-on-pay frequency in 2023 .
- Engagement: Ongoing investor engagement; enhancements include political activities policy oversight and disclosures; Board committee oversight expanded .
Investment Implications
- Alignment: Ray’s pay is materially at-risk via options and stringent performance equity hurdles; vesting requires both time and stock price appreciation, limiting windfalls and aligning incentives with multi-year TSR .
- Retention & Selling Pressure: Time-vested awards vest on 3-year cliffs (e.g., 2023 and 2024 grants), creating periodic vesting events; Form 4s show routine RSU vesting with tax withholding, not programmatic selling pressure; no pledging disclosed for Ray .
- Severance/CIC Economics: Double-trigger CIC terms with full vesting of time-based awards and hurdle-dependent vesting for performance awards, plus cash severance (~5x salary) and target bonus—material protections that may influence negotiation dynamics in strategic events .
- Ownership Gap: As of 12/31/2024, EVPs (including Ray) had not met 2x salary ownership guideline; this is a monitoring point for alignment, though policy acknowledges recent promotions/limited vesting .
- Governance Quality: Updated clawback, hedging ban, and no option repricing without shareholder approval support shareholder-friendly practices; say-on-pay support is moderate but acceptable at 71% .