Balan Nair
Director at CHTR
Board
About Balan Nair
Balan Nair (age 58) has served on Charter’s Board since 2013. He is President and Chief Executive Officer and a director of Liberty Latin America Ltd., with prior technology leadership roles at Liberty Global, AOL (Dec 2006–Jun 2007), and Qwest (12+ years). He holds an MBA and BS in electrical engineering from Iowa State University, is a Licensed Professional Engineer in Colorado, and is a named patent holder in systems development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Latin America Ltd. | President & CEO; Director | Current | Leads an integrated telecom across Caribbean & Latin America; technology and operations expertise |
| Liberty Global | EVP & Chief Technology and Innovation Officer; previously SVP & CTO | 2007 onward (specific end date not disclosed) | Oversaw global network, product development, IT, network operations, mobile operations, supply chain; corporate strategy and venture investments; Executive Leadership Team and Investment Committee |
| AOL LLC | Chief Technology Officer & EVP | Dec 2006–Jun 2007 | Global web services CTO remit |
| Qwest Communications | CIO & CTO (and other roles over >12 years) | >12 years (dates not fully disclosed) | Led technology and information functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adtran Corporation | Director; Compensation Committee member | Current | Board and compensation oversight at a telecom equipment provider |
| Telenet Group Holding N.V. | Director (prior) | Prior service (dates not disclosed) | Board experience at EU-listed cable operator |
Board Governance
- Independence: The Board determined Mr. Nair is independent under NASDAQ rules. Due to designation by Liberty Broadband (a Charter stockholder), he may not be considered independent under SEC rules for Audit Committee membership; however, such designation does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation Committee membership .
- Committee assignments: No standing committee service in 2024 (Audit, Compensation & Benefits, Nominating & Corporate Governance, Finance) .
- Attendance: In 2024, the full Board met 16 times; each incumbent director except Mr. Meyer attended ≥75% of aggregate meetings of the Board and committees on which they served, implying Mr. Nair met the attendance threshold .
- Governance context: Under the Stockholders Agreement (as amended Nov 12, 2024), Liberty Broadband designated Mr. Nair as a director nominee; Liberty Broadband and A/N have committee designation rights, with Audit Committee designees serving as observers only, and Compensation & Benefits and Nominating & Corporate Governance committees maintaining majority independence from A/N, Liberty Broadband, and Charter .
- Special Committee (2024): A Special Committee of independent, disinterested directors (Goodman, Slaski, Conn, Markley (Chair), Merritt) met 27 times to evaluate potential transactions involving Liberty Broadband; Mr. Nair was not a member .
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual retainer | $120,000 | Paid in cash or equity at director’s election; Mr. Nair elected equity in 2024 . |
| Annual restricted stock award | $200,000 | Granted Apr 23, 2024; vests one year later on Apr 23, 2025 . |
| Committee chair/member fees | $0 | No committee service in 2024 . |
| Special Committee fees | $0 | Not a Special Committee member . |
| Cash fees received (2024) | $0 | Mr. Nair elected to receive the annual retainer in equity . |
| Total stock awards (2024) | $319,572 | Includes $199,799 annual equity retainer and $119,772 retainer in equity election; grant date fair values . |
Performance Compensation
- Director equity awards are time-based RSUs with one-year vesting; no performance metrics are tied to director compensation .
- Hedging restrictions: Directors are prohibited from short sales, options, or hedging/monetization transactions in Charter securities without prior approval under the Securities Trading Policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Liberty Latin America Ltd. | President & CEO; Director | Executive leadership within the Liberty family; not identified as a Charter related-party counterparty in 2024 disclosures . |
| Adtran Corporation | Director; Compensation Committee | No related-party transaction with Charter disclosed; governance experience in telecom equipment . |
| Telenet Group Holding N.V. | Prior Director | Historical role; no current interlock implications at Charter noted . |
| Liberty Broadband designation | Director nominee | Liberty Broadband beneficially owned ~28.41% of Charter Class A as of Feb 21, 2025; Board/committee designation rights create potential influence channels . |
Expertise & Qualifications
- Deep telecom technology and operations expertise (networks, product development, IT, network ops, mobile ops, supply chain) .
- Executive strategy and venture investment experience; former Liberty Global executive leadership team and investment committee .
- Licensed Professional Engineer (Colorado); patent holder in systems development .
- Academic credentials: MBA and BS (electrical engineering), Iowa State University .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Shares beneficially owned | 8,213 | Feb 21, 2025 | Less than 1% of class; includes securities exercisable within 60 days per SEC rules . |
| Ownership % of outstanding | <1% | Feb 21, 2025 | Based on 158,485,583 Class A shares (incl. Charter Holdings units as-if exchanged) . |
| Stock ownership guidelines (outside directors) | 3x cash retainer | Policy in effect 2024 | Until met, must retain at least 25% of shares from option exercises/RSU vesting; performance-based RSUs do not count toward the guidelines . |
| Compliance status (Board) | All but one covered directors met guidelines | Dec 31, 2024 | Individuals not meeting were recently elected/hired/promoted; NEOs (except CEO) did not meet yet . |
Governance Assessment
- Positive alignment signals: Independent under NASDAQ; equity-heavy director pay with no cash fees in 2024; one-year RSU vesting aligns with shareholder outcomes; ≥75% attendance; hedging prohibited; robust stock ownership guidelines .
- Potential conflicts/risks: Liberty Broadband designee with major shareholder influence (28.41% beneficial ownership) and committee designation rights; LBB designees may not be independent for Audit Committee under SEC rules; ongoing Liberty Broadband combination process increases perceived interlock risk, though LBB designees are restricted from CEO/CFO comp decisions during pendency and independent Special Committee oversight is in place .
- Related-party exposure: 2024 related-party transactions disclosed with Liberty Broadband and A/N affiliates (e.g., GCI services, Live Nation, A/N tax distributions), but no transactions identified involving Mr. Nair personally; Audit Committee designees from LBB/A/N serve only as observers, supporting audit independence .
- Board effectiveness: Independent committee majorities; active Special Committee addressing LBB matters; structured ownership/voting arrangements under the Stockholders Agreement require LBB and A/N to vote for Nominating Committee nominees, mitigating proxy conflict complexity while preserving independent-majority committee control .