John Markley

About John D. Markley, Jr.

Independent director at Charter Communications since 2009; age 59. Markley is Managing Director of Bear Creek Capital and a partner at New Amsterdam Growth Capital, with prior experience as a partner at Columbia Capital (1996–2009). He holds a B.A. from Washington & Lee University and an MBA from Harvard Business School. Charter identifies his core credentials as private equity and operating experience across communications, media, and technology, supporting board strategy and opportunity evaluation .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Nominating & Corporate Governance (Chair); Audit; Special Committee on Liberty Broadband (Chair; formed Aug 1, 2024; fully independent/disinterested) .
• Meeting cadence (2024): Board met 16 times (plus four unanimous written consents). Each incumbent director except Mr. Meyer attended ≥75% of aggregate board and committee meetings, implying Markley met the 75% threshold. Audit met 4x; Nominating & Corporate Governance met 4x; Special Committee met 27x .
• Independence: Determined independent under NASDAQ rules; not a Liberty Broadband or A/N designee (committees maintain independence majorities consistent with Stockholders Agreement) .
• Years of service: Director since 2009 .
• Board leadership context: Non-Executive Chairman is Eric L. Zinterhofer .

Fixed Compensation (Non-Employee Director – 2024)

Director fee structure (2024):

• Annual retainer: $120,000 (cash or equity at director election). Annual equity award: $200,000 RS, except Non-Executive Chairman $350,000 RS. Committee chair retainers: Audit $30,000; Compensation & Benefits $25,000; Nominating & Corporate Governance $20,000. Committee member retainers: Audit $30,000; Compensation & Benefits $25,000; Finance $20,000; Nominating & Corporate Governance $20,000. Special Committee: $20,000 member retainer; $40,000 chair retainer; meeting fees above 6 meetings ($2,000 members/$3,000 chair) .
• Markley’s 2024 cash included Audit Committee member fees; Nominating & Corporate Governance chair and member fees; and Special Committee chair retainer and meeting fees (paid in arrears) .

Performance Compensation (Director Equity)

Notes:

• For directors who elected to take the cash retainer in equity, a separate RS grant with $119,772 grant-date fair value applied; Markley’s stock award total reflects the standard $200,000 annual equity retainer only in 2024 .

Other Directorships & Interlocks

Governance interlocks/context:

• Charter’s two major stockholders (Liberty Broadband and A/N) possess designation rights affecting board composition and committee representation; Markley is not a designee. During Liberty Broadband combination evaluation, a fully independent Special Committee chaired by Markley handled the process, reinforcing process integrity .

Expertise & Qualifications

• Private equity/operator with extensive CMT experience; contributes to strategy and opportunity analysis at Charter .
• Education: B.A. (Washington & Lee), MBA (Harvard Business School) .
• Committee leadership: Chair of Charter’s Nominating & Corporate Governance Committee; prior chairmanship at BroadSoft; governance chair at InterDigital; experience on compensation committees .

Equity Ownership

Ownership guidelines:

• Outside Director ownership guideline = 3x cash retainer; management reports that, as of Dec 31, 2024, all but one covered directors met guidelines (individual names not specified) .

Governance Assessment

• Strengths:

  • Independent director since 2009; chairs Nominating & Corporate Governance; served on Audit; chaired the fully independent Special Committee evaluating the Liberty Broadband transaction (27 meetings), signaling high engagement and process rigor .
  • Board confirmed his independence under NASDAQ rules; he is not a stockholder designee, which supports impartiality within a complex shareholder governance framework .
  • Relevant domain expertise (CMT investing and operations) and governance leadership at other public companies (InterDigital), aligning with Charter’s strategic needs .

• Concerns / RED FLAGS:

  • Pledging: 14,323 jointly held Charter shares are pledged as collateral for a line of credit. Pledging can weaken alignment and introduce forced-selling risk under adverse conditions; investors often view pledging unfavorably .
  • Multi-company involvement in CMT sectors (numerous private company boards) may raise potential for perceived conflicts; however, the proxy discloses related-party review procedures and Special Committee structures for conflicted matters, which partially mitigates risk .

• Director compensation and alignment:

  • 2024 mix skewed toward cash due to multiple committee roles and Special Committee service (cash $269,667 vs stock $199,799); annual RS is time-based and not performance-linked. Time-based director equity is common, but provides less explicit pay-for-performance than PSUs; Charter’s outside director ownership guideline (3x retainer) supports long-term alignment .

• Attendance and engagement:

  • Board reported ≥75% attendance for all incumbents except one (Mr. Meyer), and Markley chaired a 27-meeting Special Committee in 2024—both indicators of high engagement .

Appendix Tables

Committee Memberships and Meetings (2024)

Director Compensation Structure (2024)

Markley – 2024 Director Compensation Detail

Equity Grant and Vesting

Beneficial Ownership – Markley