David Wargo
Director at CHTR
Board
About J. David Wargo
Independent director nominee (designated by Liberty Broadband) with deep finance and TMT investing experience; age 71; founder and President of Wargo & Company since 1993. Previously a co‑founder at New Mountain Capital and senior analyst/partner roles at The Putnam Companies, Marble Arch Partners, and State Street Research; nominated to Charter’s 13‑member board for election at the April 22, 2025 annual meeting . The Board and Nominating & Corporate Governance Committee determined he is independent under NASDAQ rules, but due to Liberty Broadband relationships he may not be considered independent for SEC Audit Committee purposes; he remains eligible under SEC/NASDAQ rules for Compensation Committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wargo & Company, Inc. | Founder & President | 1993–present | Specializes in communications industry investing |
| New Mountain Capital, LLC | Co‑founder, member | 2000–2008 | Private equity investing; finance/capital markets expertise |
| The Putnam Companies | Managing Director & Senior Analyst | 1989–1992 | Investment research/analysis leadership |
| Marble Arch Partners | Senior Vice President & Partner | 1985–1989 | Investment management |
| State Street Research and Management Co. | Senior Analyst, Asst. Director of Research & Partner | 1978–1985 | Research leadership, partner track |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Broadband Corporation | Director | Since Mar 2015 | LBB is a 28.41% Charter holder; LBB designates 3 Charter director nominees; governance rights and committee designation rights under Stockholders Agreement |
| Liberty Global plc | Director | Since Jun 2013 (prior Liberty Global, Inc. 2005–2013; Liberty Media International 2004–2005) | Cable/telecom international oversight |
| Liberty TripAdvisor Holdings, Inc. | Director | Since Aug 2014 | TMT investing exposure |
| Strategic Education, Inc. (Strayer) | Director | Mar 2001–Apr 2019 | Education sector governance |
| Discovery Communications, Inc. | Director | Sept 2008–Apr 2022 (prior Discovery Holding Co. 2005–2008) | Media networks oversight |
Board Governance
- Board activity and attendance: In 2024, the Board held 16 meetings and acted 4 times by unanimous written consent; all incumbent directors except Mr. Meyer attended ≥75% of aggregate Board and committee meetings. Wargo was a 2025 nominee, so no 2024 attendance data applies .
- Committees: Standing committees are Audit, Compensation & Benefits, Nominating & Corporate Governance, and Finance; chairs and all members of committees are independent directors. A 2024 Special Committee (independent/disinterested directors) met 27 times to evaluate potential Liberty Broadband transactions .
- Independence nuance: The Board determined Wargo (a Liberty Broadband designee) is independent under NASDAQ rules, but may not be considered independent under SEC rules for Audit Committee membership; he can be considered independent for Compensation Committee membership under SEC/NASDAQ rules .
- Stockholders Agreement governance: Liberty Broadband (3 designees) and Advance/Newhouse (2 designees) have rights to designate at least one director to each committee, subject to listing rule constraints; during the LBB merger agreement pendency, LBB designees on Compensation & Benefits Committee are walled off from CEO/CFO pay decisions, mitigating conflicts .
Fixed Compensation
Director compensation framework (2024 schedule):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | $120,000 (cash or equity as elected) | Paid quarterly in advance (cash); many directors elected equity |
| Annual restricted stock grant | $200,000 grant date fair value | Granted April 23, 2024; vests one year (April 23, 2025) |
| Non‑Executive Chairman annual RS grant | $350,000 grant date fair value | Granted April 23, 2024; one‑year vest |
| Audit Committee chair fee | $30,000 per year | Member fee also $30,000 per year |
| Compensation & Benefits Committee chair fee | $25,000 per year | Member fee $25,000 per year |
| Nominating & Corporate Governance Committee chair fee | $20,000 per year | Member fee $20,000 per year |
| Finance Committee member fee | $20,000 per year | No chair fee disclosed |
| Special Committee retainer | $20,000 (member) / $40,000 (chair) | Plus meeting fees above 6 meetings ($2,000 member; $3,000 chair) |
Note: Wargo was a 2025 nominee; 2024 compensation amounts for him are not applicable. Director compensation paid to named 2024 directors is disclosed (see table), but excludes Wargo as he did not serve in 2024 .
Performance Compensation
- Equity awards for directors are time‑based restricted stock with one‑year vest; no performance metrics apply to director equity grants. 2024 grants vested on April 23, 2025; grant date fair values per policy noted above .
- Hedging policy: Directors are “Restricted Employees” and may not engage in hedging/derivative transactions (short sales, puts/calls, monetization) without Legal approval; six‑month opposite‑class trades prohibited .
Other Directorships & Interlocks
| Entity | Interlock/Transaction | Notes |
|---|---|---|
| Liberty Broadband (LBB) | Ownership and governance interlock | LBB owned ~28.41% of Charter Class A; designates 3 Charter nominees; monthly sale of Charter shares to Charter under letter agreement to stay under cap; merger agreement with Charter announced Nov 12, 2024; special governance and voting arrangements in effect |
| Advance/Newhouse (A/N) | Ownership and governance interlock | Holds ~12.37% of Charter; designates 2 Charter nominees; received ~$155M tax distributions and ~$47M under tax receivables agreement in 2024 |
| Qurate/HSN/QVC | Programming relationships | Related party note due to Malone/Maffei roles; ~$48M revenue from HSN/QVC in 2024 |
Expertise & Qualifications
- Extensive investment analysis and capital markets expertise; seasoned public company board member across media/telecom; expected to contribute to capital structure, financing and strategic evaluation at Charter .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| J. David Wargo | 15,045 | <1% | Footnote: shares held in a managed account over which he has investment control but no voting power and no pecuniary interest (beneficial ownership per SEC rules includes investment control); no pledging disclosed |
Ownership guidelines and restrictions:
- Outside director stock ownership guideline: 3x cash retainer; guidelines exclude officers/directors/affiliates of any stockholder beneficially holding ≥10% of Charter shares. As of Dec 31, 2024, all but one covered directors met applicable guidelines; NEOs (except CEO) had not met due to limited vesting history. Directors designated by 10%+ stockholders are excluded from guidelines per policy .
Governance Assessment
- Independence and conflicts: Wargo’s designation by Liberty Broadband introduces structural conflicts given LBB’s significant ownership and ongoing combination with Charter; the Board mitigated risks via an independent Special Committee for LBB matters and by restricting LBB designees from CEO/CFO compensation decisions during the merger pendency. This framework supports board effectiveness despite interlocks, but Audit Committee independence constraints limit his eligibility for audit oversight roles .
- Ownership alignment: Wargo’s beneficial ownership is de minimis (<1%) and in a managed account without voting or pecuniary interest, indicating limited personal economic alignment via Charter shares; however, policy permits exclusion of 10% stockholder designees from director ownership guidelines, which may reduce perceived alignment versus non‑affiliated directors .
- Compensation signals: Director pay mix emphasizes equity retainers (one‑year RS) alongside modest committee fees; several directors elect to take retainers in equity, strengthening alignment; no data disclosed for Wargo’s 2024 pay since he was not yet serving .
- Engagement/attendance: 2024 Board activity was high (16 meetings; Special Committee met 27 times); all incumbents except one met attendance thresholds. As a 2025 nominee, Wargo’s engagement will need to be monitored post‑election .
RED FLAGS
- Interlocks/related parties: LBB’s governance rights, large ownership stake, and active share transactions with Charter create potential conflicts; Wargo’s directorships at LBB and Liberty Global heighten sensitivity to related‑party exposure. The Board’s special processes (Special Committee, designee restrictions) are important mitigants but require continuing oversight .
- Audit Committee independence: Not independent for SEC Audit Committee purposes due to LBB relationship, restricting role in financial reporting oversight .
- Ownership alignment: Minimal direct, voting equity exposure at Charter per beneficial ownership footnote .
Appendix: Director Compensation Reference (2024)
| Metric | Value | Vest/Timing |
|---|---|---|
| Annual non‑employee director RS grant | $200,000 | Granted Apr 23, 2024; vests Apr 23, 2025 |
| Annual retainer (cash or equity) | $120,000 | Paid quarterly (cash); equity alternative available |
| Committee fees (chair/member) | Audit: $30k/$30k; Comp: $25k/$25k; Nominating: $20k/$20k; Finance: $20k member | Annual |
| Special Committee fees | $40k chair; $20k member; meeting fees above 6 | 2024 Liberty Broadband matters |