Jessica Fischer
Chief Financial Officer at CHTR
Executive
About Jessica Fischer
Jessica M. Fischer is Chief Financial Officer of Charter Communications, age 39, appointed CFO in October 2021; she oversees Accounting, Finance, Tax and Risk Management, Procurement, IR, Internal Audit, BI, corporate budgeting/planning, equity and capital markets strategy, and M&A/investing . Prior to Charter, she was a partner in EY’s National Tax Department and advised on the 2016 Time Warner Cable and Bright House transactions; she holds BS and MS degrees in accounting/managerial economics from Washington University in St. Louis . In FY2024, Charter revenue grew 0.9% to $55.1B and adjusted EBITDA rose 3.1% to $22.6B; the proxy also discusses 5-year TSR versus the S&P 500 and peer groups, contextualizing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charter Communications | Chief Financial Officer | Oct 2021–present | Leads finance, capital markets/M&A, and multiple control/risk functions . |
| Charter Communications | Executive Vice President, Finance | Not disclosed | Senior finance leadership prior to CFO . |
| Charter Communications | Corporate Treasurer | 2017 | Joined Charter; treasury, capital strategy . |
| EY (Ernst & Young) | Partner, National Tax Dept. | 2016 (advised) | Structured partnership transactions; advised Charter on 2016 TWC/Bright House deals . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 734,615 (prorated) | 800,000 |
| Target Bonus (% of Salary) | 150% | 150% | 150% |
| Actual Bonus Paid ($) | 811,020 | 988,200 | 1,060,560 |
Notes:
- Effective February 5, 2025, base salary increased to $925,000 and target bonus to 175% under the renewed employment agreement .
Performance Compensation
Annual Incentive Plan (FY 2024 design and outcomes)
| Component | Weighting | Target | Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Revenue (ex-device) | 20% | $53,515M | $52,891M | 71.41% | 14.28% |
| Adjusted EBITDA | 60% | $22,394M | $22,569M | 79.34% | 47.60% |
| Strategic Objectives (Capital/FCF; Network evolution/expansion) | 20% | N/A | N/A | 132.50% | 26.50% |
| Total | 100% | — | — | — | 88.38% overall payout |
Definition notes: Adjusted EBITDA excludes mobile device revenue/expenses for bonus calculation .
Long-Term Incentives
- 2023 Performance Equity Program (5-year, option-heavy with price hurdles)
- Mix: 90% stock options, 10% RSUs; three time-based tranches (eligible on 3rd/4th/5th anniversaries) AND market-based vesting via six stock price hurdles ($507, $564 for CEO, $639, $798, $870, $988, $1,000) measured by 60-trading-day average; unearned tranches forfeit after 6 years .
- No accelerated vesting unless price hurdle met and termination due to death/disability or in connection with change-in-control (involuntary without cause/resign for good reason) .
- 2024 Annual LTI: As a participant in the 2023 program, Ms. Fischer did not receive a 2024 annual grant; design for annual LTI is generally 90% options/10% RSUs, 3-year cliff vest, 10-year option term .
- 2025 Off-cycle LTI: Ms. Fischer received a $2,000,000 equity grant on Feb 5, 2025 as part of increased LTI target; awards delivered 90% options/10% RSUs, 3-year cliff vest, 10-year term for options (program design described; grant detail timing disclosed) .
2023 Program Price Hurdles and CAGR
| Price Hurdle | Total Price Growth vs $396.94 | 5-year CAGR |
|---|---|---|
| $507 / $564 (CEO-specific lower tranche) | 28% / 42% | 5% / 7% |
| $639 | 61% | 10% |
| $798 | 101% | 15% |
| $870 | 119% | 17% |
| $988 | 149% | 20% |
| $1,000 | 152% | 20% |
Program alignment notes: Many annual grants in 2020–2022 are underwater, requiring 49–82% appreciation to be at-the-money; 2023 annual grants slightly underwater, reinforcing price appreciation linkage .
Equity Ownership & Alignment
Beneficial Ownership Trend (shares)
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Feb 24, 2023 | 10,008 | <1% |
| Feb 23, 2024 | 17,669 | <1% |
| Jun 6, 2025 | 38,393 | <1% |
Outstanding Equity Awards at FY 2024 Year-End (Dec 31, 2024)
| Instrument | Status | Quantity | Exercise/Grant Price | Expiration/Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | Exercisable (unexercised) | 5,765 | $292.31 | 1/15/2029 | — |
| Stock Options | Exercisable (unexercised) | 3,289 | $512.06 | 1/15/2030 | — |
| Stock Options | Exercisable (unexercised) | 2,815 | $625.55 | 1/15/2031 | — |
| Stock Options | Exercisable (unexercised) | 4,610 | $621.71 | 2/5/2031 | — |
| Stock Options | Exercisable (unexercised) | 2,231 | $714.99 | 10/19/2031 | — |
| Stock Options | Unexercisable | 18,067 | $588.83 | 1/18/2032 | — |
| Stock Options | Unexercisable | 36,374 | $387.38 | 1/17/2033 | — |
| Stock Options | Equity Incentive (unearned) | 171,048 | $380.53 | 2/22/2033 | 2023 program, hurdle-based |
| RSUs | Time-based unvested | 2,014 | — | — | Market value $690,339 |
| RSUs | Equity Incentive (unearned) | 19,005 | — | — | Payout value $6,514,344 |
Stock ownership guidelines and status:
- Guidelines: CEO 5x salary; Executive Vice President 2x; Other covered 1x; Outside Director 3x .
- Compliance: As of Dec 31, 2024, none of the NEOs except the CEO met guidelines (recently promoted/hired with limited vesting events); thus Ms. Fischer was not yet in compliance .
- Hedging/Pledging: Hedging transactions are prohibited for Restricted Employees without Legal approval; specific hedges/shorts/derivatives are barred . No pledging by Ms. Fischer is disclosed .
Insider selling pressure assessment:
- Significant tranches are underwater or subject to high price hurdles (e.g., $507–$1,000), which reduces near-term exercise/sale incentives and aligns realized value to long-term appreciation .
Employment Terms
| Agreement | Term | Base Salary | Target Bonus | Severance | Change-in-Control / Vesting | Restrictive Covenants |
|---|---|---|---|---|---|---|
| Employment Agreement (effective Feb 5, 2023) | Through Feb 5, 2025 | ≥$800,000 | 150% of salary | 2x salary + target bonus; 24 months COBRA; up to 12 months outplacement | 2023 program awards subject to hurdle-based vesting; accelerated only upon death/disability or qualifying termination in connection with change in control (if hurdle met) | 2-year non-compete; 1-year non-solicit (customers/employees); NDA; IP assignment; non-disparagement |
| Employment Agreement (effective Feb 5, 2025) | Through Feb 5, 2027 | ≥$925,000 | 175% of salary | 2x salary + target bonus; 24 months COBRA; up to 12 months outplacement | Same treatment; program-wide hurdle-based vesting constraints remain | Same covenants (2-year non-compete; 1-year non-solicit; NDA/IP/non-disparagement) |
Other governance policies:
- Compensation Recovery (Clawback): Policy in place; prior policy applied a 3-year look-back and broader recovery for fraud/misconduct; updated post-Oct 1, 2023 to align with new requirements .
Compensation Structure Detail
Year-over-year mix and design
- Charter emphasizes option-heavy LTI, linking most NEO pay to stock price appreciation, via annual grants or multi-year programs; 2020–2022 annual grants largely underwater, 2023 annual slightly underwater, reinforcing pay-for-performance .
- 2023 Performance Equity Program delivered 5x annual LTI value up-front with stringent market hurdles and forfeiture provisions, supporting long-duration alignment .
Grants of Plan-Based Awards (Ms. Fischer, 2023)
| Grant Date | RSUs (#) | Options (#) | Exercise/Base Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Jan 17, 2023 | 1,420 | 36,374 | $387.375 | $5,499,847 combined |
| Feb 22, 2023 | 19,005 | 171,048 | $380.53 | $21,573,806 combined |
2024 Annual Awards: Ms. Fischer did not receive a 2024 annual grant (program mechanics described; only Haughton and Ray received 2024 awards) .
Performance & Track Record
- FY2024 operational highlights included launching symmetrical multi-gig internet in eight markets, adding 1.5M passings (393k rural subsidized), and growing mobile lines by 2.1M to 16% penetration among internet customers .
- Financials for FY2024: Revenue $55.1B (+0.9%), adjusted EBITDA $22.6B (+3.1%), free cash flow $4.3B; executed ~$1.3B buybacks at ~$312.94/share average .
Equity Ownership & Alignment Risk Indicators
- Beneficial ownership as of June 2025: 38,393 shares; <1% of outstanding .
- No disclosure of stock pledging; hedging prohibited by policy .
- Ownership guidelines require 2x salary for EVP-levels; Fischer not yet compliant as of Dec 31, 2024 (common for recent promotions) .
Investment Implications
- Compensation alignment: A high proportion of Fischer’s pay is at-risk and option-heavy, with vesting tied to substantial stock price hurdles ($507–$1,000). This structure supports long-duration alignment and limits windfall absent material value creation .
- Insider selling pressure: Many option tranches remain underwater or unearned, reducing near-term exercise/sale pressure. The 2025 raise in base and LTI target increases retention value but maintains performance linkage via option mix and cliff vesting .
- Retention and severance: Standard 2x salary+bonus severance with strong non-compete/non-solicit covenants suggests balanced retention economics without excessive change-of-control cash features; program-level equity acceleration is tightly conditioned on performance hurdles .
- Ownership guidelines: Not yet met as of YE2024, but trajectory of beneficial ownership increased markedly through 2025, improving “skin in the game” optics over time .