Lance Conn
Director at CHTR
Board
About Lance Conn
W. Lance Conn is an independent director of Charter Communications and serves as Chair of the Compensation & Benefits Committee and as a member of the Finance Committee. He is 56 and has served on Charter’s board since 2004. Conn previously was President of Vulcan Capital (2004–2009), held leadership roles at America Online (1996–2003), and practiced law at Shaw, Pittman, Potts & Trowbridge (1994–1996); he holds a J.D. from the University of Virginia, an M.A. in history from the University of Mississippi, and a B.A. in history from Princeton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vulcan Capital | President | Jul 2004 – May 2009 | Led investment arm of Vulcan Inc.; investor/operator experience |
| America Online, Inc. | Executive (various roles) | Mar 1996 – May 2003 | Media/telecom operating experience |
| Shaw, Pittman, Potts & Trowbridge LLP | Attorney | Sep 1994 – Feb 1996 | Legal training and transactional grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Conn in 2025 proxy |
Board Governance
- Committee assignments: Chair, Compensation & Benefits; Member, Finance; Member of an independent Special Committee established Aug 1, 2024 to evaluate Liberty Broadband transactions (27 meetings in 2024) .
- Independence: Board determined Conn is independent under NASDAQ rules; all Compensation & Benefits Committee members were independent under NASDAQ Rule 5605(d)(2) .
- Attendance: The full Board met 16 times in 2024; each incumbent director (except Mr. Meyer) attended at least 75% of aggregate Board and committee meetings on which they served .
- Compensation committee interlocks: None; no reciprocal executive-compensation committee service with companies having overlapping executives or directors in 2024 .
- Governance framework: Stockholders Agreement guarantees A/N and Liberty Broadband designee presence on committees but requires Compensation & Benefits and Nominating & Corporate Governance committees to have a majority independent from A/N, Liberty Broadband, and Charter; LBB designees were barred from CEO/CFO comp decisions during the merger pendency—strengthening independence safeguards .
- Board leadership and oversight: Independent Non‑Executive Chairman leads executive sessions; committee chairs are independent; Audit Committee oversees ERM; Compensation & Benefits oversees succession and incentive plans .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash or equity) | $120,000 | Director election to receive cash or equity |
| Committee Chair Fees | Audit: $30,000; Comp & Benefits: $25,000; Nominating & Gov: $20,000 | Annual |
| Committee Member Fees | Audit: $30,000; Comp & Benefits: $25,000; Finance: $20,000; Nominating & Gov: $20,000 | Annual, includes chair as member |
| Special Committee Retainer | Member: $20,000; Chair: $40,000 | 2024 package; plus per‑meeting fees after six |
| Director (2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| W. Lance Conn | 238,333 | 199,799 | 438,132 |
Performance Compensation
| Equity Award Type | Grant Date | Vesting | Grant-Date Fair Value |
|---|---|---|---|
| Annual restricted stock (equity retainer) | Apr 23, 2024 | Vests one year later (Apr 23, 2025) | $199,799 |
Notes: Non‑executive directors receive time‑based restricted stock; no performance conditions are attached to director equity grants. Some directors may elect to take the annual cash retainer in equity (grant-date fair value $119,772), but Conn’s disclosed stock award equals the standard equity retainer amount .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Conn |
| Interlocks (2024) | Compensation Committee interlocks: none reported |
Expertise & Qualifications
- Extensive media/telecommunications and investment industry experience; long‑tenured Charter board member providing deep company knowledge .
- Legal background (J.D.) and operator/investor perspective (Vulcan Capital, AOL) align with oversight of pay, capital allocation, and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| W. Lance Conn | 6,863 | <1% | Includes 744 unvested restricted shares eligible to vote |
| Ownership Guideline | Requirement | Company Status Disclosure |
|---|---|---|
| Outside Director | 3x cash retainer | As of Dec 31, 2024, all but one covered directors met guidelines; new appointees may be temporarily non‑compliant pending vesting |
| Reference Price | Shares | Approx. Value vs. Guideline |
|---|---|---|
| $342.77 per share (12/31/2024 close) | 6,863 | ~$2.35 million vs. $360,000 guideline (3×$120,000) |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation & Benefits and serves on Finance—key levers over pay, capital structure, and financing .
- Served on an independent Special Committee addressing Liberty Broadband transactions; significant meeting cadence (27) indicates active engagement on potential conflict-sensitive matters .
- Attendance at or above 75% threshold; no compensation committee interlocks—supports board effectiveness and independence .
- Stock ownership guidelines in place for directors; Conn’s disclosed holdings materially exceed guideline magnitude at year-end prices, signaling alignment with shareholders .
- Company prohibits director hedging and short positions in Charter stock—reduces misalignment risk .
-
Watch items / potential red flags
- Very long tenure (since 2004) can raise independence optics in some governance frameworks, though NASDAQ independence affirmed and role on independent Special Committee mitigates concerns .
- Complex stockholder agreement governance (A/N and Liberty Broadband designee rights) requires continued vigilance; committee majority independence and carve‑outs for LBB designees on CEO/CFO comp are positive controls .
Shareholder sentiment context: Say‑on‑pay (2023) approved with ~71% support; triennial frequency supported (~51%). While focused on NEO pay, it provides backdrop for Compensation Committee oversight under Conn’s chairship .
Appendix: Director Compensation Program Specifics (2024)
- Non‑employee director pay consisted of $120,000 annual retainer (cash or equity election), plus $200,000 in restricted stock (Non‑Executive Chairman $350,000), with defined chair and member fees per committee; Special Committee included separate retainer and incremental meeting fees .
- Conn’s 2024 compensation reflected cash fees (inclusive of committee chair/member roles and Finance membership) and the standard annual equity retainer; no additional equity election noted for his retainer .