Jamal Haughton
Executive Vice President, General Counsel and Corporate Secretary at CHTR
Executive
About Jamal Haughton
Jamal H. Haughton is Executive Vice President, General Counsel and Corporate Secretary of Charter Communications, Inc., age 50, who joined Charter on November 6, 2023; he serves as chief legal officer overseeing corporate, commercial, transactional, litigation, product, programming, and regulatory legal matters . He holds a J.D. from Yale Law School and a B.A. from the University of Michigan, and was recognized in 2019 in Chambers’ “Global Top 100 GC Influencers” . During 2024 under Charter’s strategy of network evolution and expansion, revenue grew 0.9% to $55.1 billion, Adjusted EBITDA grew 3.1% to $22.6 billion, and free cash flow was $4.3 billion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Madison Square Garden Entertainment Corp. (MSG Entertainment) | EVP, General Counsel & Corporate Secretary | Not disclosed | Supported long-term direction and growth as chief legal officer |
| Samsung Electronics America, Inc. | Senior Vice President and General Counsel | Not disclosed | Chief legal officer for U.S.; counsel to CEO and senior leadership across all legal matters |
| Cablevision Systems Corporation | Senior Vice President, Associate General Counsel and Assistant Secretary | 10 years | Led corporate governance, public company reporting, corporate finance; advised on Cablevision’s sale to Altice USA in 2016 |
| Cravath, Swaine & Moore LLP | Corporate associate | 7 years | Specialized in M&A, corporate finance, securities; cross‑border transactions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chambers Global | Top 100 GC Influencers (recognition) | 2019 | Industry recognition for general counsel influence |
Fixed Compensation
| Component | 2024 value | Notes |
|---|---|---|
| Base salary | $750,000 | As of Dec 31, 2024 per CD&A base salary table |
| Target bonus (% of salary) | 150% | Per employment agreement; eligible under Executive Bonus Plan |
| Target bonus ($) | $1,125,000 | Derived from 150% of $750,000 |
| Actual bonus paid (2024 performance, paid 2025) | $994,275 | Plan payout of 88.38% of target |
Performance Compensation
Annual Incentive Plan mechanics and 2024 outcomes
| Metric | Weighting | Target | Actual | Payout % | Weighted payout % | Vesting/payment |
|---|---|---|---|---|---|---|
| Revenue (ex‑mobile device revenue) | 20.0% | $53,515 million | $52,891 million | 71.41% | 14.28% | Cash paid in 2025 |
| Adjusted EBITDA (ex‑mobile device impact) | 60.0% | $22,394 million | $22,569 million | 79.34% | 47.60% | Cash paid in 2025 |
| Strategic Objectives (Capital & FCF Mgmt; Network Evolution & Expansion) | 20.0% | Discretionary assessment | Discretionary assessment | 132.50% | 26.50% | Cash paid in 2025 |
| Total plan payout | 100% | — | — | 88.38% | 88.38% | Cash paid in 2025 |
Notes: Annual incentive payout range 60%–150% of target; metrics and weightings common to all NEOs; strategic objectives included execution of network initiatives and capital/free cash flow management .
Long‑term incentives (option‑heavy, time‑vested)
| Award type | Grant date | Value mix | Quantity | Price | Vesting | Term |
|---|---|---|---|---|---|---|
| Stock options (annual LTI) | Jan 16, 2024 | 90% of $3,125,000 | 21,632 options | $362.98 strike | 3‑year cliff; vests on third anniversary of grant | 10 years to exercise |
| RSUs (annual LTI) | Jan 16, 2024 | 10% of $3,125,000 | 861 units | Grant priced at avg. high/low on grant date | 3‑year cliff; vests on third anniversary of grant | — |
| 2025 annual LTI value | Jan 15, 2025 | Same 90% options / 10% RSUs mix | Not disclosed | Not disclosed | 3‑year cliff | Options 10‑year term |
Program design emphasizes stock price alignment via option‑heavy mix; Jamal did not participate in the 2023 five‑year Performance Equity Program that added price hurdles to vesting (he joined later), but his annual LTI follows the same cliff‑vesting cadence and option weighting used company‑wide .
Equity Ownership & Alignment
- Beneficial ownership: 0 shares reported for Haughton as of February 21, 2025; percent of class less than 1% .
- Outstanding unvested awards at Dec 31, 2024:
- Options: 21,632 unexercisable at $362.98, expiring Jan 16, 2034 .
- RSUs: 6,244 unvested, market value $2,140,256 at $342.77/share .
- Stock ownership guidelines: EVPs must hold equity equal to 2x base salary; until met, must retain at least 25% of shares from vesting/exercise events; as of Dec 31, 2024, none of the NEOs except the CEO had met guidelines (recently hired/promoted with limited vesting events) .
- Pledging/hedging: Not specifically disclosed for Haughton in the proxy sections read; Charter maintains insider trading policies and codes of ethics in governance section, but no pledging by Haughton is disclosed in the beneficial ownership table .
Employment Terms
| Term | Key provision |
|---|---|
| Role and start date | EVP, General Counsel & Corporate Secretary; effective Nov 6, 2023 |
| Base salary and bonus eligibility | $750,000 base; target bonus 150% of base under Executive Bonus Plan |
| Long‑term incentives | Eligible for annual equity awards; option/RSU mix, 3‑year cliff, 10‑year option term |
| Agreement term | Initial term through Nov 6, 2026; Company can extend in unlimited one‑year periods |
| Non‑compete / non‑solicit | Two‑year non‑compete; one‑year non‑solicitation |
| Severance (without cause / for good reason) | Cash severance $3,750,000; bonus $1,125,000; pro rata vesting of time‑vested options; unvested performance‑vesting options forfeited; RSU continuation value $803,005; total $5,678,005 (illustrative as of Dec 31, 2024) |
| Change‑in‑control (double trigger) | Cash severance $3,750,000; bonus $1,125,000; full vesting of unvested time‑vested equity (and performance units/options only if price hurdles achieved at termination); RSU value $2,140,256; total $7,015,256 (as of Dec 31, 2024); CIC defined thresholds include 35% beneficial ownership, board turnover, reorg/merger, liquidation, or asset sale |
| Death or disability | No severance; bonus $1,125,000; full vesting of time‑vested awards and performance awards if price hurdles achieved; RSU value $2,140,256; total $3,265,256 (as of Dec 31, 2024) |
| For cause / voluntary resignation | No severance; only earned but unpaid bonus; all unvested equity forfeited |
| Clawback policy | Company maintains compensation recovery policy; prior policy covered executives and EVPs for repayment/forfeiture of annual incentive/performance‑based compensation under certain circumstances; stock‑based comp accounted under GAAP (Black‑Scholes/Monte Carlo) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Total Revenue (ex‑mobile device) | 20% | $53,515m | $52,891m | 71.41% of metric | Cash paid 2025 |
| Adjusted EBITDA | 60% | $22,394m | $22,569m | 79.34% of metric | Cash paid 2025 |
| Strategic Objectives | 20% | Discretionary | Discretionary | 132.50% of metric | Cash paid 2025 |
| Total AIP payout % | 100% | — | — | 88.38% | Cash paid 2025 |
| 2024 Options (annual LTI) | — | — | — | 21,632 options @ $362.98; 90% of $3.125m value | Vests at 3 years; 10‑year term |
| 2024 RSUs (annual LTI) | — | — | — | 861 RSUs; 10% of $3.125m value | Vests at 3 years |
Investment Implications
- Compensation alignment: Haughton’s cash pay is modest relative to peers and his incentive mix skews to long‑term, option‑heavy awards with cliff vesting, aligning with multi‑year value creation and limiting near‑term selling pressure; 2024 annual grant vests in January 2027, creating a discrete vest window to monitor .
- Retention and CIC protections: Two‑year non‑compete and meaningful severance in no‑cause/good‑reason cases, plus double‑trigger CIC vesting only where price hurdles are satisfied, balance retention with shareholder protections; equity is forfeited in many adverse scenarios, sharpening pay‑for‑performance .
- Ownership alignment: As a newer NEO, Haughton has not met the 2x salary ownership guideline and reported no beneficially owned shares as of Feb 21, 2025; ongoing RSU and option vesting should progressively improve alignment, but current skin‑in‑the‑game is limited and merits monitoring .
- Trading signals: Key dates include 3‑year cliff vest for Jan 16, 2024 awards and subsequent RSU deliveries; monitor potential Form 4 activity around vesting, especially given guideline retention requirements and any future off‑cycle equity awards .