Carolyn Slaski
Director at CHTR
Board
About Carolyn J. Slaski
Independent director at Charter Communications (CHTR), age 62, serving since 2024 and currently a member of the Audit Committee; previously a Senior Audit Partner at EY (1984–2021) and Americas/US Vice-Chair of Talent (2015–2021). Education includes a BA in Economics (Honors) from Rutgers University; she is a CPA and completed EY’s Strategic Leadership Program by Harvard University; she also serves on the board of TELUS International (Audit and HR committees) . The Board has determined she is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY LLP | Americas and US Vice-Chair of Talent | 2015–2021 | Senior leadership of talent programs |
| EY LLP | Senior Audit Partner | 1984–2021 | Lead audit partner; extensive financial reporting oversight |
| EY LLP | East Region Assurance Managing Partner | 2013–2015 | Assurance leadership, regional responsibility |
| EY LLP | New Jersey Office Managing Partner & Market Segment Leader | 2010–2013 | Office management, market strategy |
| EY LLP | European Client Service Partner & Capital Markets Leader | 2002–2005 | Cross-border client coverage and capital markets |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| TELUS International | Director | Not disclosed | Audit; HR |
Board Governance
| Body | Role | Tenure/Date | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Appointed April 23, 2024 | 4 | Committee comprised of independent directors; Audit Chair deemed financial expert; independence per NASDAQ & Rule 10A‑3 |
| Special Committee (Liberty Broadband review) | Member | Established August 1, 2024 | 27 | Comprised entirely of independent/disinterested directors; chaired by John D. Markley |
| Board of Directors | Director | Since 2024 | 16 | Each incumbent director except Mr. Meyer attended ≥75% of aggregate Board/committee meetings; annual meeting attended by 12 directors |
- Independence: Board/Nominating Committee specifically determined Ms. Slaski is independent under NASDAQ rules .
- Committee composition constraints: Neither Liberty Broadband nor A/N designated directors to the Audit Committee (observer roles only), supporting Audit independence .
- Governance framework: Stockholders Agreement fixes Board at 13 directors and provides designation rights to Liberty Broadband and A/N with independence majorities required on key committees .
Fixed Compensation (Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $151,612 | Prorated annual retainer and prorated Audit Committee payment; includes Special Committee retainer and per‑meeting payments beyond six |
| Stock Awards (Grant‑date fair value) | $199,799 | Annual director equity grant; form not specified in excerpt |
| Total | $351,411 | Sum of cash and equity |
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based metrics tied to director compensation | None disclosed for outside directors; equity appears standard annual grant without disclosed performance conditions in director section |
| Clawback provisions | Company’s Compensation Recovery Policy applies to executive officers (NEOs and EVPs); no director‑specific clawback disclosed in provided excerpts |
Other Directorships & Interlocks
| Company | Relationship to CHTR | Potential Interlock/Conflict |
|---|---|---|
| TELUS International | Unrelated service provider/customer not disclosed | No related‑party transaction disclosed involving TELUS; Ms. Slaski is a director there (Audit, HR) . |
- Governance constraints: Liberty Broadband and A/N hold committee designation rights; Audit Committee has no designees (only observers), mitigating audit conflicts .
- Auditor confirmation: Board recommends ratification of KPMG LLP as independent registered public accounting firm for FY2025 (Ms. Slaski’s prior affiliation was EY, not KPMG) —no apparent auditor conflict with her EY background based on these disclosures.
Expertise & Qualifications
- CPA with decades of audit leadership; extensive financial reporting and audit committee experience .
- Strategic leadership, risk management, information technology/information management skills as cited in the proxy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Carolyn J. Slaski | 744 | Less than 1% |
- Stock ownership guidelines: Outside directors required to hold 3x cash retainer; counting rules include outright holdings plus 25% of time‑based RS/RSUs; no time requirement but a 25% retention of net shares until guideline met .
- Compliance status: As of December 31, 2024, all but one covered directors met guidelines (newly elected directors may have limited/zero vesting events)—individual compliance for Ms. Slaski not explicitly stated in the excerpt .
Governance Assessment
- Strengths: Independent director with deep audit credentials; active engagement evidenced by service on Audit Committee and a Special Committee that met 27 times in 2024 .
- Alignment: Holds 744 shares; subject to 3x retainer ownership guideline and 25% post‑vest retention until met—indicates a structured path to alignment, though individual compliance status is not disclosed here .
- Conflicts: No related‑party transactions disclosed involving Ms. Slaski; EY prior affiliation does not conflict with current auditor (KPMG) .
- Governance risks: Concentrated stockholder designation rights (Liberty Broadband, A/N) introduce governance complexity, but Audit Committee independence is preserved via observer‑only status for designees .
- Attendance/engagement signal: Board noted ≥75% attendance for all incumbents except Mr. Meyer; combined with Special Committee workload, signals strong engagement for Ms. Slaski .
RED FLAGS: None specifically disclosed for Ms. Slaski (no pledging/hedging, related‑party transactions, attendance issues, or director‑specific clawback gaps identified in provided excerpts) .