Eric Zinterhofer
About Eric L. Zinterhofer
Eric L. Zinterhofer (age 53) is Non-Executive Chairman of Charter’s Board, serving on the Compensation & Benefits, Nominating & Corporate Governance, and Finance Committees; he has been a director since 2009. He founded Searchlight Capital Partners in 2010, previously was a senior partner at Apollo Management (1998–May 2010), and holds a BA with Honors (Economics, European History) from the University of Pennsylvania and an MBA from Harvard Business School . He previously served as Lead Independent Director (May 2016–Nov 2023) and also as Non-Executive Chairman (Nov 2009–May 2016); he currently presides over executive sessions of independent directors and leads CEO performance evaluations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Searchlight Capital Partners, L.P. | Founder | 2010–present | Private equity founder; telecom investing expertise |
| Apollo Management, L.P. | Senior Partner | 1998–May 2010 | Financial and telecom investment leadership |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| The Estée Lauder Companies Inc. | Director | Not disclosed | Current public company directorship |
| Univision Holdings, Inc. | Director | Not disclosed | Media exposure |
| Ziply Fiber LLC | Director | Not disclosed | Telecom operator board |
| Liberty Latin America Ltd. | Director | Not disclosed | Regional telecom; industry overlap |
| Prior boards (selected) | Director | Various | Hemisphere Media Group (until 2022), Global Eagle Entertainment (until 2020), Roots Corporation (until 2020), Integra Telecom (until 2015), CME Ltd. (until 2013), among others |
Board Governance
- Current roles: Non-Executive Chairman; committees—Compensation & Benefits, Nominating & Corporate Governance, Finance .
- Independence: Determined independent under NASDAQ rules by the Nominating & Corporate Governance Committee and Board .
- Attendance: In 2024, the full Board met 16 times; all incumbent directors except Mr. Meyer attended ≥75% of aggregate Board/committee meetings—implies Zinterhofer met attendance expectations .
- Executive sessions: Non-management directors meet regularly in executive sessions chaired by the Non-Executive Chairman; Zinterhofer leads liaison with CEO and independent directors, and oversees CEO evaluation .
- Special Committee (Liberty Broadband transaction): Membership included Goodman, Slaski, Conn, Markley (Chair), Merritt; Zinterhofer was not a member—reducing potential perceived conflicts around that process .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash/equity retainer | $120,000 policy | Directors may elect cash or equity; Zinterhofer elected equity |
| Committee membership fees | $65,000 | Compensation ($25,000) + Nominating/Governance ($20,000) + Finance ($20,000) |
| Restricted stock (annual) | $350,000 | Non-Executive Chairman annual RS award; grant 4/23/2024, vests 4/23/2025 |
| Retainer taken in equity | $119,772 | Grant-date fair value for equity retainer (Zinterhofer) |
| Total 2024 cash fees | $65,000 | “Fees Earned or Paid in Cash” |
| Total 2024 stock awards | $469,690 | Includes $349,917 Chairman RSU + $119,772 equity retainer |
| Total 2024 compensation | $534,690 | Sum of fees + stock awards |
Vesting terms: Director RS awards granted 4/23/2024 vest one year later on 4/23/2025 .
Performance Compensation
| Performance-based pay component | Status | Notes |
|---|---|---|
| Annual/long-term performance awards (director) | None disclosed | Non-employee director pay comprised of retainers and time-based restricted stock; no performance metrics tied to director equity |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Additional boards | Active directorships at Estée Lauder, Univision, Liberty Latin America, Ziply Fiber |
| Interlocks risk | Liberty Latin America is a telecom company; however, Zinterhofer is classified independent under NASDAQ rules and is not a Liberty Broadband/A/N designee, mitigating audit committee independence concerns noted for certain designees . |
| Overboarding context | The Board acknowledges investor overboarding concerns and monitors director commitments; policy discussion included in stockholder engagement disclosures . |
Expertise & Qualifications
- Finance/investments: Extensive banking/investment background; telecom investment expertise—adds capital structure and financing insight .
- Chair leadership: Non-Executive Chairman responsibilities include presiding over executive sessions, liaising with CEO, coordinating governance issues .
- Education: BA (Penn), MBA (Harvard) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A common) | 50,076 shares | As of Feb 21, 2025 |
| Restricted stock included in beneficial count | 1,749 shares | Not yet vested but eligible to be voted (19) |
| Shares outstanding (Class A incl. Charter Holdings units, as-if-exchanged) | 158,485,583 | Record date Feb 21, 2025 |
| Ownership as % of outstanding | ~0.03% | Computed: 50,076 / 158,485,583 |
| Pledged as collateral | None disclosed for Zinterhofer | Footnotes do not indicate pledging for him (19) |
| Director ownership guidelines | 3x cash retainer for outside directors; retention of 25% of shares from vest/exercise until guideline met | |
| Compliance status (aggregate) | All but one covered directors met guidelines as of Dec 31, 2024 | Individual names not disclosed; NEOs except CEO did not meet yet due to tenure/vesting |
Governance Assessment
-
Committee influence: Active roles on Compensation & Benefits and Nominating & Corporate Governance position Zinterhofer at the core of pay and governance oversight; the Compensation Committee used independent consultant Semler Brossy; no conflicts identified .
-
Independence & attendance: Classified independent, and met attendance threshold in 2024 (≥75%); strong engagement metrics for the Board generally (16 meetings; 12 directors attended annual meeting) .
-
Compensation alignment for directors: Mix emphasizes fixed retainer plus time-based equity; no director performance-linked metrics—limits pay-for-performance signaling but aligns with prevailing governance practice .
-
Ownership alignment: Meaningful personal stake (50,076 shares); restricted stock vests on one-year cycle; aggregate disclosure indicates strong guideline compliance among directors .
-
Potential conflicts and red flags:
- RED FLAG (monitor): Overboarding risk—simultaneous service on multiple boards (Estée Lauder, Univision, Liberty Latin America, Ziply Fiber, plus Charter chair). The Board acknowledges investor concerns and monitors commitments; investors may weigh aggregate time demands given committee roles and chair duties .
- Mitigants: Not a Liberty Broadband or A/N designee; did not serve on the 2024 Special Committee regarding Liberty Broadband, reducing perceived transaction conflicts .
- Hedging and clawback safeguards: Company prohibits hedging for restricted employees, and adopted a Dodd-Frank/NASDAQ-compliant compensation recovery policy in Oct 2023; while aimed at executives, these reflect governance rigor overseen by committees where Zinterhofer serves .
-
Shareholder sentiment signal: Last say-on-pay (2023) received ~71% support; Board maintains triennial frequency for say-on-pay consistent with prior vote (51% in favor of triennial) .
-
Political spending oversight: Nominating & Corporate Governance Committee oversight expanded; Board recommended “AGAINST” a political expenditures report (similar proposal received 22.01% support in 2024), reflecting a balance of transparency and competitive considerations .