Chris Winfrey
About Chris Winfrey
Christopher L. Winfrey, age 49, has served as President and CEO of Charter Communications since December 2022 and joined the Board in November 2023. He holds a B.S. in accounting and an MBA from the University of Florida, with over 25 years in cable across CFO and operational leadership roles in Europe and the U.S. . In 2024, Charter delivered revenue growth of 0.9% to $55.1 billion and Adjusted EBITDA up 3.1% to $22.6 billion, generating $4.3 billion in free cash flow; 5-year TSR indexed to $100 at 12/31/2019 stood at $71 for Charter vs $128 for the Primary Peer Group as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unitymedia GmbH | Chief Financial Officer; Managing Director for cable operations, broadcasting and satellite entities | Not disclosed | Led finance and operations at Germany’s second-largest cable operator |
| Cablecom GmbH | SVP, Corporate Finance and Development | Not disclosed | Drove corporate finance/development initiatives for continental European cable |
| NTL Incorporated (continental Europe) | Director of FP&A; Director of Operations Services | Not disclosed | Built FP&A and operations capabilities in European cable footprint |
| Communications Equity Associates | Senior Associate, Private Equity Group | Not disclosed | Early-stage TMT investment experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCTA (The Internet & Television Association) | Board Member | Not disclosed | Industry policy and standards leadership |
| CableLabs | Board Member | Not disclosed | Technology R&D and network innovation |
| C-SPAN | Board Member | Not disclosed | Content distribution governance |
| National Urban League | Board Member | Not disclosed | Community engagement and workforce development |
| University of Florida Business School Advisory Council | Member | Not disclosed | Talent pipeline and curriculum input |
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Base Salary | $1,700,000 | As of Dec 31, 2024 |
| Target Annual Bonus (% of Salary) | 250% | CEO target under Executive Bonus Plan |
| Actual Annual Bonus Paid (for 2024 performance, paid 2025) | $3,756,150 | 88.38% of target payout |
| Perquisites and Other (selected) | $296,510 total; includes $268,997 personal aircraft use; $20,700 401(k) match; premiums/gross-ups | Aircraft personal use allowed up to 100 hours per year; gross-up items disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout % | Vesting/Payment |
|---|---|---|---|---|---|
| Revenue (ex mobile device revenue) | 20% | $53,515 million | $52,891 million | 71.41% | Cash bonus; paid in 2025 |
| Adjusted EBITDA | 60% | $22,394 million | $22,569 million | 79.34% | Cash bonus; paid in 2025 |
| Strategic Objectives (Capital & FCF Management; Network Evolution/Expansion) | 20% | Discretionary assessment | Discretionary assessment | 132.50% | Cash bonus; paid in 2025 |
| Total Payout vs Target | 100% | — | — | 88.38% | Cash bonus; paid in 2025 |
Long-term equity programs (structure and alignment):
- 2023 Performance Equity Program: 5-year, option-heavy grants (90% options/10% RSUs) with 3–5 year time-based vesting and six stock-price hurdles ($507 to $1,000), forfeiture if hurdles not achieved by 6th anniversary; no acceleration except death/disability or CIC with hurdles met .
- CEO grant under 2023 Program: $68.0 million target value; 531,840 stock options at $380.53 strike; 59,093 performance RSUs .
- Annual equity cadence: Committee grants typically each January 15; CEO did not receive 2024 annual grant (participated in 2023 multi-year program) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Feb 21, 2025) | 888,713 shares; includes multiple trusts and vested options; <1% of class |
| Ownership Breakdown (footnote) | Includes shares held by Winfrey Revocable Trust (66,573), Dynasty Trusts, spouse’s trust, Atalaya Management LLC; plus 538,138 vested/exercisable options and additional vested options in GRATs |
| Pledging | 66,573 shares in Winfrey Revocable Trust pledged as collateral for a securities-backed loan; undrawn as of proxy date (red flag mitigated by undrawn status) |
| Stock Ownership Guidelines | CEO requirement: 5x salary; as of Dec 31, 2024 Mr. Winfrey met the guideline; most NEOs did not yet meet (new roles/limited vesting) |
| Hedging Policy | Hedging, short sales, derivatives prohibited for Restricted Employees (includes directors/executives) without legal approval |
| 2024 Equity Activity | Exercised 36,976 options (value realized $7,913,604); 1,119 RSUs vested (value $402,718) |
| Outstanding Awards Snapshot | Significant performance options outstanding from 2023 Program; time-vesting options from 2022–2023; performance hurdles $507–$1,000 |
Employment Terms
| Term | CEO Agreement Provision |
|---|---|
| Role and Term | CEO since Dec 1, 2022; initial term through Dec 1, 2025; Company may extend in unlimited one-year periods; appointed to Board Nov 30, 2023 |
| Base Salary and Bonus | Base salary at least $1,700,000; target bonus not less than 250% of salary |
| Aircraft Usage | Up to 100 hours of discretionary personal use per calendar year; business use reimbursed |
| Non-Compete / Non-Solicit | 2-year non-compete; 2-year non-solicit |
| Severance (no CIC) | 2.5x salary + target bonus upon qualifying termination; pro rata bonus; equity prorating per plan terms |
| Change-in-Control (CIC) | Time-vesting awards fully vest; performance awards vest only if hurdles met; CEO CIC termination illustrative total $19,134,143 at $342.77 price assumption |
| Clawback | Updated Compensation Recovery Policy effective Oct 1, 2023; 3-year lookback for restatements; compliant with NASDAQ Rule 5608 |
Board Governance
- Board Role: Director since 2023; not independent as an executive officer; no committee memberships as a director .
- Leadership structure: Independent Non-Executive Chairman (Eric Zinterhofer) presides; independent committee chairs; CEO sets strategy subject to Board oversight .
- Attendance: In 2024, the full Board held 16 meetings; each incumbent director except Mr. Meyer attended ≥75% of Board and committee meetings .
- Committee independence: Audit, Compensation & Benefits, Nominating & Corporate Governance, and Finance committees comprised of independent directors; special independent committee convened regarding Liberty Broadband .
Director Compensation
- Employee-director status: Mr. Winfrey was the only current director who was also an employee in 2024; director cash/equity retainers apply to non-employee directors; CEO does not receive director fees .
Compensation Peer Group & Say-on-Pay
- Compensation philosophy: Target positioning between 50th–75th percentile; heavy emphasis on stock options to tie pay to sustained stock price performance .
- Primary Peer Group (2024): AT&T, Cisco, Comcast, EchoStar, Fox, Liberty Global, Lumen, Netflix, Paramount, Disney, T-Mobile, Verizon, Warner Bros. Discovery .
- 2023 Say-on-Pay result: 71% approval; triennial frequency preferred (51%); next vote in 2026 .
- Pay-versus-performance alignment: 2024 CEO “Compensation Actually Paid” was negative relative to Summary Compensation Table, consistent with stock price decline; 2020–2023 patterns tracked TSR directionality .
Compensation Mix Evolution (CEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 1,700,000 | — | 8,696,687 | 74,956,650 | 89,077,078 |
| 2024 | 1,700,000 | — | — | — | 5,752,660 (includes annual bonus paid in 2025) |
Note: 2023 includes the multi-year 2023 Performance Equity Program; 2024 includes no new CEO equity grant (program outstanding) .
Risk Indicators & Red Flags
- Pledging: 66,573 shares pledged by the Winfrey Revocable Trust (loan undrawn), a potential alignment risk if drawn/margin pressure occurs .
- Aggressive performance hurdles: 2023 Program requires 28%–152% stock price appreciation (CAGR 5%–20%) for vesting, creating significant performance accountability and retention risk if targets are not met .
- Perquisites and gross-ups: Personal aircraft use and limited gross-ups (e.g., executive long-term disability) disclosed; gross-ups are small in dollar terms .
- Hedging prohibition: Mitigates alignment concerns; clawback policy strengthened in 2023 .
- Related parties and governance: Robust special committee oversight for Liberty Broadband transactions; independence safeguards noted .
Employment Economics (Illustrative Separation Values at $342.77 stock price, as of 12/31/2024)
| Scenario | Severance ($) | Bonus ($) | Equity (Options/RSUs) ($) | Total ($) |
|---|---|---|---|---|
| For Cause / Voluntary (no Good Reason) | — | 4,250,000 | — | 4,250,000 |
| Death/Disability | — | 4,250,000 | 9,134 (options); — RSUs | 4,259,134 |
| Without Cause / Good Reason | 14,875,000 | 4,250,000 | 6,926 (options); — RSUs | 19,131,926 |
| CIC Termination | 14,875,000 | 4,250,000 | 9,134 (options); — RSUs | 19,134,143 |
Investment Implications
- Strong pay-for-performance linkage: CEO’s compensation is predominantly long-term and option-heavy; 2023 multi-year program requires substantial stock price appreciation, aligning incentives with TSR but increasing retention risk if price hurdles remain unmet .
- Limited near-term selling pressure: Many underwater/price-hurdle equity awards reduce realizable value unless stock appreciates; 2024 net option exercises were modest relative to ownership, and hedging is prohibited, though pledging exists on a portion of shares .
- Governance mitigants for dual role: Independent Non-Executive Chair, independent committees, and active special committee oversight reduce independence concerns from the CEO also serving as a director .
- Retention economics: Severance multiple of 2.5x salary+target bonus and continued vesting mechanics provide structured retention; non-compete/non-solicit strengthen retention, while aggressive equity hurdles maintain performance accountability .
- Execution track record: 2024 EBITDA and FCF growth amidst modest revenue gains and footprint expansion support operational execution; TSR underperformance vs peers in 2024 underscores competitive and regulatory headwinds that also depress compensation actually paid, reinforcing alignment .