David Merritt
About David C. Merritt
Independent Director at Charter Communications since 2003; age 70. Former audit and consulting partner at KPMG (1985–1999), CFO of iCRETE (2007–2009), and President of BC Partners, Inc. (2009–2013). Holds a B.S. in Business and Accounting from California State University — Northridge. Serves as Audit Committee Chair and is designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BC Partners, Inc. | President | Mar 2009 – Dec 2013 | Financial advisory leadership |
| iCRETE, LLC | SVP & CFO | Oct 2007 – Mar 2009 | Corporate finance & reporting |
| KPMG | Audit & Consulting Partner; national media/entertainment lead | 1985 – 1999 | Audit, accounting policy; media sector expertise |
| Calpine Corporation | Director; Audit Committee Chair (prior) | Until Mar 2018 | Audit leadership |
| Buffet Restaurants Holdings, Inc. | Director | Until Aug 2015 | Board oversight |
| Outdoor Holdings, Inc. | Director | Until May 2013 | Board oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Taylor Morrison Home Corporation | Director | Current | Audit Committee member |
| Prior public boards (selected) | Director | Various | See Past Roles above |
Board Governance
- Independence: Determined independent under NASDAQ rules; not a designee of Liberty Broadband or Advance/Newhouse. Eligible for Audit Committee service under SEC Rule 10A-3 (he chairs it) and designated “audit committee financial expert.”
- Committee assignments: Audit Committee (Chair); Finance Committee member; 2024 Audit Committee membership also included Goodman, Markley, and Slaski (appointed Apr 23, 2024). Audit met 4 times in 2024.
- Special Committee: Independent, disinterested Special Committee established Aug 1, 2024 to evaluate Liberty Broadband transaction; Merritt served (Markley chaired). Met 27 times in 2024.
- Attendance: In 2024, the Board held 16 meetings; each incumbent director except Mr. Meyer attended ≥75% of aggregate Board and committee meetings—implying Merritt met the threshold. 12 directors attended the 2024 annual stockholders’ meeting.
- Governance framework: Non-Executive Chairman leads executive sessions; independent committee chairs own oversight; ERM oversight sits with Audit. Political engagement oversight by the Nominating & Corporate Governance Committee; annual/quarterly reporting cadence.
Fixed Compensation (Non-Employee Director Pay Structure and Merritt’s 2024)
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| Annual retainer | Cash or equity | $120,000 | |
| Equity retainer | Restricted stock | $200,000 annual (Non-Exec Chair: $350,000) | |
| Audit Committee chair fee | Cash | $30,000/year | |
| Audit Committee member fee | Cash | $30,000/year | |
| Compensation & Benefits Committee member fee | Cash | $25,000/year | |
| Nominating & Corporate Governance Committee member fee | Cash | $20,000/year | |
| Finance Committee member fee | Cash | $20,000/year | |
| Special Committee retainer | Cash | $20,000/year; chair $40,000; per meeting >6: $2,000 (members), $3,000 (chair) | |
| Merritt – 2024 Fees Earned/Paid in Cash | Includes Audit chair & member, Finance member, Special Committee compensation | $248,060 | |
| Merritt – 2024 Stock Awards (restricted stock) | Annual equity retainer | $199,799 | |
| Merritt – 2024 Total | Fees + stock awards | $447,859 |
Equity grants for directors in 2024 were restricted stock granted April 23, 2024; vest April 23, 2025 (one-year cliff).
Performance Compensation
Directors do not receive performance-based cash or PSU awards; equity is time-based restricted stock.
| Award Type | Grant Date | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Restricted Stock (Director annual equity) | Apr 23, 2024 | Vests Apr 23, 2025 | $199,799 (Merritt) |
No director options/PSUs are disclosed for non-employee directors in 2024; equity is time-vested restricted stock.
Other Directorships & Interlocks
| Company | Relationship to CHTR (supplier/customer/competitor) | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Taylor Morrison Home Corp. | Unrelated homebuilder | Director; Audit Committee | None disclosed; distinct industry |
No related-party transactions disclosed for Merritt; he is not a designee of Liberty Broadband or Advance/Newhouse.
Expertise & Qualifications
- Former KPMG audit/consulting partner and national media/entertainment lead; deep accounting, reporting, and audit committee experience; seasoned audit chair.
- Designated “audit committee financial expert.”
- Industry/board experience across media, energy, consumer sectors.
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| David C. Merritt | 10,662 | Includes 2,209 shares Merritt Family Trust; 7,709 shares in Merritt IRA; 744 restricted shares not yet vested but eligible to vote; “less than 1%” of class. |
Stock Ownership Guidelines (Directors): 3x cash retainer; until met, must retain ≥25% of shares from vesting/exercise. As of Dec 31, 2024, all but one covered directors met guidelines; individual compliance not specified.
Governance Assessment
- Strengths: Independent director with long tenure and chairing Audit; formally designated financial expert; robust committee activity (Audit, Finance, Special Committee) and ≥75% attendance; equity-based director pay supports alignment; anti-repricing amendment to 2019 plan and clawback compliance under NASDAQ 5608; hedging prohibited for directors.
- Engagement: Board/committee cadence (Audit 4x; Special Committee 27x in 2024) shows active oversight on major shareholder transactions (Liberty Broadband).
- Ownership: Personal ownership via trust and IRA; no pledging disclosed for Merritt (contrast: Markley pledged jointly held shares).
- RED FLAGS: None identified specific to Merritt (no related-party transactions, no pledging/hedging disclosed, not an A/N or Liberty designee). Monitor Liberty Broadband combination process for independence safeguards (Special Committee established).
Appendix – Director Compensation Reference (2024 non-employee directors)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Merritt | 248,060 | 199,799 | 447,859 |
Notes: Merritt’s cash fees include Audit chair & member fees, Finance Committee membership, and Special Committee retainer/meeting fees as applicable; equity is restricted stock vesting in one year.
Board-wide pay structure summarized above; Non-Executive Chairman receives higher equity retainer ($350,000).