Kevin Howard
Executive Vice President, Chief Accounting Officer and Controller at CHTR
Executive
About Kevin Howard
Kevin D. Howard is Executive Vice President, Chief Accounting Officer and Controller at Charter Communications. He joined Charter in 2002, became CAO and Controller in 2006, and served as interim CFO from August 1 to October 31, 2010; he is a CPA and CMA and holds a B.S. in finance and economics from the University of Missouri–Columbia . He is 55 years old and oversees operational and technical accounting, taxes, financial reporting, payables, business continuity and ERP operations . Company performance under his tenure includes 2024 revenue growth of 0.9% to $55.1B, Adjusted EBITDA growth of 3.1% to $22.6B, and free cash flow of $4.3B, following 2023 revenue growth of 1.1% to $54.6B and Adjusted EBITDA growth of 1.3% to $21.9B; Charter tracks 5‑year TSR versus the S&P 500 and peer groups .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charter Communications | Executive Vice President, Chief Accounting Officer & Controller | 2006–Present | Leads operational/technical accounting, taxes, SEC reporting, payables, business continuity, ERP; key financial controls and reporting stewardship . |
| Charter Communications | Interim Chief Financial Officer | 2010 (Aug 1–Oct 31) | Maintained CFO responsibilities during transition period . |
| Charter Communications | Director of Financial Reporting | 2002–2006 | Built and managed financial reporting processes post-merger integrations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthur Andersen LLP | Auditor, Audit Division | ~1993–2002 | Led audit engagements; foundational GAAP/controls expertise; transition to Charter with deep audit background . |
Fixed Compensation
| Metric | FY 2023 | Notes |
|---|---|---|
| Base Salary ($) | 600,000 | As per employment agreement effective July 26, 2022 . |
| Target Bonus (% of Base) | 85% | Eligible under Executive Bonus Plan . |
| Actual Bonus Paid ($) | 419,985 | Paid in 2024 for 2023 performance . |
Performance Compensation
Annual Incentive (FY 2023)
| Metric | Weighting | Target Range | Actual Performance vs Target | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Revenue (ex‑mobile devices) | 20% | Threshold 98.0%; Max 101.0% | $52,650mm vs $53,845mm (97.8%) | 55.62% | 11.12% |
| Adjusted EBITDA | 60% | Threshold 96.5%; Max 102.0% | $21,894mm vs $22,376mm | 75.38% | 45.23% |
| Strategic Objectives (Capital/FCF; Network Evolution/Expansion) | 20% | N/A | Committee assessment | 130.00% | 26.00% |
| Total | 100% | — | — | — | 82.35% (Howard’s payout rate) |
Long-Term Incentives (Grant Year 2023)
| Program | Grant Date | Vehicle Mix | Grant/Strike Price ($) | Options (#) | RSUs (#) | Vesting & Performance Conditions |
|---|---|---|---|---|---|---|
| Annual LTI | Jan 17, 2023 | 90% Options / 10% RSUs | 387.375 | 9,920 | 387 | 3‑year cliff vest; 10‑year option term . |
| 5‑Year Performance Equity Program | Feb 22, 2023 | 90% Options / 10% RSUs | 380.53 | 46,649 | 5,184 | Time‑based (eligible at years 3/4/5) and price hurdles: $507/$564, $639, $798, $870, $988, $1,000 (5–20% 5‑yr CAGR); unearned tranches forfeited after 6 years; 10‑year option term . |
Equity Ownership & Alignment
- Beneficial ownership includes 4,745 shares held in the Kevin D. Howard Irrevocable Trust and 39,613 vested/exercisable options (see footnote references in beneficial ownership section) .
- Outstanding equity awards at FY 2023 year‑end include multiple exercisable option lots (e.g., 6,131 at $183.87 expiring 1/15/2026; 4,371 at $299.61 expiring 1/17/2027; 6,195 at $512.06 expiring 1/15/2030; 9,920 at $387.38 expiring 1/17/2033) and unearned performance options/RSUs from 2023 program (46,649 options; 5,184 RSUs) .
- Stock ownership guidelines: Executive Vice Presidents must hold stock worth 2x salary; until met, must retain at least 25% of net shares from vesting/exercises; performance RSUs do not count toward guideline .
- Hedging/pledging: Charter prohibits hedging, short sales, and certain derivative transactions for restricted employees (includes executives); insider trading policies govern trading windows and pre‑clearance .
Select Outstanding Equity Items (FY 2023 Year-End)
| Type | Exercise/Grant Price ($) | Quantity | Expiration/Vesting |
|---|---|---|---|
| Stock Options (Exercisable) | 183.87 | 6,131 | 1/15/2026 |
| Stock Options (Exercisable) | 299.61 | 4,371 | 1/17/2027 |
| Stock Options (Exercisable) | 512.06 | 6,195 | 1/15/2030 |
| Stock Options (Unexercisable) | 387.38 | 9,920 | 1/17/2033 (3‑yr cliff) |
| Performance Options (Unearned) | 380.53 | 46,649 | Eligible years 3/4/5 subject to price hurdles |
| Performance RSUs (Unearned) | — | 5,184 | Eligible years 3/4/5 subject to price hurdles |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective | July 26, 2022; initial term through July 26, 2024, extendable by Company for unlimited one‑year periods . |
| Role & Pay | EVP, CAO & Controller; base salary $600,000; target bonus 85% of base . |
| Non‑Compete / Non‑Solicit | Two‑year non‑compete; one‑year non‑solicitation . |
| Severance (no CIC; without cause/good reason) | Cash severance $2,220,000; bonus $510,000; pro‑rata vesting of time‑vested options/RSUs; performance‑vested awards forfeited; total illustrative value $2,895,777 at 12/31/2023 . |
| Change‑in‑Control Termination (30 days before/12 months after) | Cash severance $2,220,000; bonus $510,000; full vesting of time‑vested options/RSUs; performance awards vest if price hurdles achieved; illustrative total $3,041,841 at $388.68 share price . |
| Clawback | New Compensation Recovery Policy effective Oct 1, 2023; 3‑year lookback for restatements; recovery of excess incentive‑based compensation . |
| Insider Trading & 10b5‑1 | Insider trading policies filed with 10‑K; trading windows/pre‑clearance; hedging prohibitions for restricted employees . |
Investment Implications
- Pay‑for‑performance alignment is strong: Howard’s cash bonus was formulaic and tied to revenue/Adjusted EBITDA and strategic objectives, paying out at 82.35% of target for FY 2023 . The option‑heavy long‑term mix (90% options) and 5‑year price‑hurdle program directly link realizable value to multi‑year stock appreciation, reducing near‑term selling pressure and emphasizing retention .
- Retention/covenants: Two‑year non‑compete and one‑year non‑solicit, coupled with severance protections and pro‑rata/full vesting mechanics, mitigate transition risk while limiting payouts absent performance (performance tranches vest only if hurdles are met) .
- Alignment/controls: Ownership guidelines (2x salary), hedging prohibitions, and a Dodd‑Frank–compliant clawback policy support governance and limit misalignment or excessive risk‑taking in financial reporting .
- Company fundamentals: Modest topline growth and improving Adjusted EBITDA in 2024 versus 2023 frame incentive targets; the 2023–2024 financial trajectory supports long‑term value creation focus embedded in the 5‑year equity program .