Martin Patterson
Director at CHTR
Board
About Martin E. Patterson
Martin E. Patterson (age 38) is a new independent director nominee at Charter Communications, designated by Liberty Broadband, with a background in TMT investing and corporate development across Liberty entities. He is Senior Vice President at Liberty Media Corporation, Liberty Broadband Corporation, Liberty TripAdvisor Holdings, Inc., and Qurate Retail Group; formerly Senior Vice President of Atlanta Braves Holdings, Inc. until August 2024. He has served on the board of ComScore, Inc. since 2021, previously served as a director of Skyhook Wireless, Inc. and Ideiasnet S.A., holds a B.A. from Colorado College, and is a CFA Charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation | Senior Vice President | With Liberty Media and predecessors since 2010 | TMT investment expertise; capital allocation |
| Liberty Broadband Corporation | Senior Vice President | Not disclosed | Liberty Broadband designee to CHTR board |
| Liberty TripAdvisor Holdings, Inc. | Senior Vice President | Not disclosed | Corporate development |
| Qurate Retail Group | Senior Vice President | Not disclosed | Corporate development |
| Atlanta Braves Holdings, Inc. | Senior Vice President | Until August 2024 | Strategy and operations |
| Skyhook Wireless, Inc. | Director (past) | Not disclosed | Board service |
| Ideiasnet S.A. | Director (past) | Not disclosed | Board service |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| ComScore, Inc. | Director | Since 2021 | Not disclosed |
Board Governance
- Status: Independent under NASDAQ rules; designated by Liberty Broadband. Not considered independent for Audit Committee membership under SEC rules due to Liberty Broadband relationship; may be considered independent for Compensation Committee membership under SEC rules and NASDAQ Rule 5605(d)(2) .
- Committee assignments: As a new nominee, none assigned yet. Under the Stockholders Agreement, Liberty Broadband and Advance/Newhouse (A/N) may designate at least one director to each board committee, subject to listing rules and independence requirements; currently, neither has a voting member on the Audit Committee (observer roles only). During the pendency of the Liberty Broadband merger agreement, Liberty Broadband designees on the Compensation and Benefits Committee will not participate in CEO/CFO hiring, firing, or compensation decisions .
- Special Committee context: A Special Committee of independent, disinterested directors was established on August 1, 2024 to evaluate potential transactions involving Liberty Broadband and met 27 times in 2024, underscoring heightened conflict oversight needs .
Fixed Compensation
Charter’s 2024 non-employee director compensation structure (applies generally to outside directors; Patterson’s individual 2025 amounts not yet disclosed):
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash or equity) | $120,000 | Director election to take cash or equity |
| Equity grant (restricted stock) | $200,000 annual grant for directors; $350,000 for Non-Executive Chairman | Grant on April 23, 2024; vests one year later on April 23, 2025 |
| Audit Committee member | $30,000 per year | Chair receives additional $30,000 per year |
| Compensation & Benefits Committee member | $25,000 per year | Chair receives additional $25,000 per year |
| Nominating & Corporate Governance Committee member | $20,000 per year | Chair receives additional $20,000 per year |
| Finance Committee member | $20,000 per year | — |
| Special Committee retainer | $20,000; Chair $40,000 | Plus $2,000 per meeting >6 for members; $3,000 for Chair |
| Director retainer taken in equity | Example grant-date fair value $119,772 when elected in equity | Equity awards fair-valued per GAAP |
Performance Compensation
| Equity Instrument | Grant Practice | Vesting | Valuation |
|---|---|---|---|
| Restricted stock (directors) | Annual grants on April 23, 2024 | 100% vests one year after grant (April 23, 2025) | Grant date fair value calculated per share-based payment accounting |
Note: Director equity awards are time-based; no director-specific performance metrics are disclosed in the proxy for non-employee directors .
Other Directorships & Interlocks
| Relationship | Detail | Governance implications |
|---|---|---|
| Liberty Broadband designation | Patterson designated by Liberty Broadband to CHTR board | Not independent for Audit Committee under SEC rules; Compensation Committee independence permitted; LBB designees restricted from CEO/CFO comp decisions during merger pendency |
| Stockholders Agreement voting | LBB and A/N have director designation and certain committee rights; must vote for the Nominating Committee slate and against other nominees, subject to caps | Concentrated influence; requires strong independent committee leadership |
Expertise & Qualifications
- TMT investment and capital markets experience across Liberty entities; public and private technology, media, and telecommunications investing .
- Governance credentials: Current public company board service (ComScore) .
- Education and certifications: B.A. Colorado College; CFA Charterholder .
Equity Ownership
| Policy | Requirement/Exemptions | Notes |
|---|---|---|
| Director stock ownership guidelines | 3x outside director cash retainer | Evaluates owned shares plus 25% of time-based RS/RSUs; performance-based RSUs excluded |
| Retention until compliance | Must retain at least 25% of shares from option exercises/RS vesting until guideline met (unless exempt) | — |
| Exemption | Guidelines do not apply to officers, directors, or affiliates of any stockholder beneficially holding ≥10% of Charter stock | Patterson is an officer at Liberty Broadband; exemption would apply if Liberty Broadband beneficially holds ≥10% |
Governance Assessment
-
Strengths
- Independent under NASDAQ rules; experienced TMT investor with current public board service, adding capital allocation and sector expertise to CHTR’s board .
- Compensation Committee eligibility under SEC/NASDAQ rules, with additional protections limiting Liberty Broadband designee participation on CEO/CFO pay decisions during merger pendency, mitigating direct conflicts in top executive pay setting .
-
Risks and RED FLAGS
- Affiliation with a major stockholder (Liberty Broadband) triggers non-independence for Audit Committee under SEC rules—limiting participation in the key financial oversight committee and raising conflict-of-interest scrutiny, especially amid a pending Liberty Broadband transaction evaluated by a Special Committee that met 27 times in 2024 .
- Stock ownership guideline exemption for affiliates of ≥10% holders may reduce formal ownership alignment requirements for Patterson if Liberty Broadband’s ownership meets that threshold, placing more weight on committee independence/controls for investor alignment .
- Concentrated stockholder governance rights under the Stockholders Agreement (committee designation and voting obligations) elevate the importance of robust independent committee leadership and Special Committee process quality .
Overall signal: High governance complexity due to stockholder designations and merger context; effective board oversight will depend on strictly observed independence boundaries (especially Audit), Special Committee process robustness, and enforcement of Liberty Broadband designee limitations on compensation decisions during the merger pendency .