Kim Goodman
Director at CHTR
Board
About Kim C. Goodman
Kim C. Goodman (age 59) has served as an independent director of Charter Communications since 2016. She is CEO of Smarsh, Inc. and previously led major businesses at Fiserv (President, Payments & Risk Solutions), Worldpay US (CEO), American Express (president roles in Global Business Travel and Merchant Services Americas), Dell (software, networking, marketing, transactional sales), and Bain & Company (partner). She holds an MBA from Harvard Business School (Baker Scholar) and MS in Industrial Engineering and BA in Political Science from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smarsh, Inc. | Chief Executive Officer | — | Leads global digital communications compliance and intelligence provider |
| Fiserv, Inc. | President, Payments & Risk Solutions; Head of Merchant JVs & Acquirer Processing; Head of Card Services | — | Led payments/risk platforms at a global fintech |
| Worldpay US | Chief Executive Officer | — | Ran U.S. merchant acquiring/franchise operations |
| American Express | President, Global Business Travel; President, Merchant Services Americas | — | Led enterprise travel and merchant services businesses |
| Dell Inc. | Executive roles in Software & Peripherals, Marketing & Transactional Sales, Dell Networking | — | Senior leadership in software/networking go-to-market |
| Bain & Company | Partner | — | Strategy/operations consulting; ascended to partner |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcatel‑Lucent SA | Director (former) | — | Former public company directorship |
| Brocade Communications Systems | Director (former) | — | Former public company directorship |
| National Life Insurance Company | Director (former) | — | Former directorship (mutual insurer) |
Board Governance
- Committee assignments: Audit Committee member; also served on the 2024 independent Special Committee formed to evaluate a potential Liberty Broadband transaction (27 meetings; chaired by John Markley) .
- Independence: Determined independent under NASDAQ rules (not a designee of Advance/Newhouse or Liberty Broadband) .
- Attendance and engagement: In 2024, the full Board met 16 times; each incumbent director except Mr. Meyer attended at least 75% of Board and committee meetings on which they served; the Audit Committee met 4 times . Goodman is a signatory to the 2024 Audit Committee Report .
- Governance context: Non‑Executive Chairman structure; regular executive sessions of independent directors; robust committee oversight of ERM, compensation, and governance .
- Special Committee purpose/context: Charter announced a planned combination with Liberty Broadband (with extensive related governance arrangements); the Special Committee was composed entirely of independent and disinterested directors to manage conflicts .
Fixed Compensation (Director Fees)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (standard program) | $120,000 | Directors may elect cash or equity |
| Committee retainers (annual) | Audit Chair $30,000; Audit member $30,000; Comp Chair $25,000; Comp member $25,000; Finance member $20,000; Nominating Chair $20,000; Nominating member $20,000 | |
| Special Committee (Liberty Broadband) | Chair: $40,000; Members: $20,000; plus $3,000 (chair) or $2,000 (members) per meeting beyond six | 2024 structure for Special Committee service |
| Goodman – Cash fees earned (2024) | $64,333 | Reflects Audit Committee membership fees and Special Committee fees; she elected her annual retainer in equity |
Performance Compensation (Equity for Directors)
| Grant Type | Grant Date | Fair Value (USD) | Vesting |
|---|---|---|---|
| Annual RSU award (non‑employee directors) | Apr 23, 2024 | $199,799 | Vests one year after grant (Apr 23, 2025) |
| Annual retainer elected in equity (Goodman) | Apr 23, 2024 | $119,772 | Same vesting as above (one year) |
| Goodman – Total stock awards (2024) | — | $319,572 | Sum of annual RSU + elected equity retainer |
Other Directorships & Interlocks
- Current public company boards: None disclosed (other than CHTR) .
- Prior public company boards: Alcatel‑Lucent SA; Brocade Communications Systems .
- Interlocks/related parties: No Goodman-specific related‑party transactions disclosed; related‑party arrangements primarily involve Advance/Newhouse and Liberty Broadband; audit committee oversees related‑party review .
Expertise & Qualifications
- Deep operating experience across software, networking, payments/fintech, and customer service, with CEO/President roles at Smarsh, Worldpay US, and Fiserv units .
- Significant board experience at major technology/communications companies (prior public boards) .
- Financial oversight via Audit Committee membership and signatory on the 2024 Audit Committee Report .
- Academic credentials: HBS MBA (Baker Scholar); Stanford MS Industrial Engineering; Stanford BA Political Science .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 6,578 shares | Includes 1,190 shares of unvested restricted stock eligible to vote |
| % of shares outstanding | <1% | As reported in beneficial ownership table |
| Unvested vs. vested | 1,190 unvested restricted shares; remainder vested/owned | Per footnote on director restricted shares |
| Pledged shares | None disclosed for Goodman | Pledging noted for another director (Markley) but not for Goodman |
| Ownership guidelines | Outside directors: 3x cash retainer; retain 25% of shares until met | Company states all but one covered directors met guidelines as of Dec 31, 2024 (not identified individually) |
Governance Assessment
-
Strengths
- Independence and conflict management: Independent under NASDAQ rules; served on an independent Special Committee to address Liberty Broadband transaction conflicts (27 meetings), signaling robust process and oversight .
- Financial oversight: Active Audit Committee member; signed the Audit Committee Report; committee met 4 times in 2024 .
- Engagement: Board/committee attendance for incumbents was ≥75% (except Mr. Meyer), and Special Committee activity was intensive, indicating high engagement .
- Alignment: Elected to receive annual retainer in equity; standard director equity vests after one year; stock ownership guidelines in place with broad compliance .
-
Potential watch items
- Share ownership size vs. influence: Beneficial ownership is modest (<1% of shares outstanding), typical for independent directors but worth monitoring against guideline adherence (company reports broad compliance) .
- Related‑party ecosystem: While no Goodman‑specific transactions are disclosed, Charter’s complex shareholder arrangements (Advance/Newhouse, Liberty Broadband) necessitate continued use of independent committees and vigilant oversight, which the Board has instituted .
-
Additional governance signals
- Section 16(a) compliance: All applicable filings timely for 2024 .
- Hedging policy: Company prohibits hedging and short sales by “Restricted Employees,” including directors .
- Say‑on‑pay environment: 2023 say‑on‑pay approval ~71% (context for investor sentiment; not director-specific) .
Director Compensation (2024) – Goodman Detail
| Component | Amount (USD) | Evidence |
|---|---|---|
| Fees earned or paid in cash | $64,333 | Director comp table and footnote (Audit member + Special Committee service) |
| Stock awards (total) | $319,572 | Director comp table |
| Comprised of: Annual RSU | $199,799 | Footnote; grant date Apr 23, 2024; vests Apr 23, 2025 |
| Comprised of: Equity retainer election | $119,772 | Footnote; elected retainer in equity; same vesting schedule |
| Total | $383,905 | Director comp table |
Notes: Standard non‑employee package = $120,000 (cash or equity) + $200,000 RSUs; committee chair/member fees as applicable; Special Committee fees per above .
Related Party/Conflicts Snapshot (Goodman-specific)
- No Goodman-specific related‑party transactions disclosed in the “Certain Relationships and Related Transactions” section; audit committee oversees related‑party reviews .
- Governance under stockholders’ agreement provides designation rights to Advance/Newhouse and Liberty Broadband; Goodman is not a designee; Special Committee established to manage conflicts for the Liberty Broadband combination .
Independence, Attendance, and Compliance
- Independence: Independent under NASDAQ rules .
- Attendance: Each incumbent director other than Mr. Meyer attended ≥75% of applicable meetings in 2024; Audit Committee met 4x; Special Committee met 27x .
- Section 16(a): All applicable filings timely for 2024 .
- Hedging: Prohibited for directors; retention requirements apply until guidelines met .