Mauricio Ramos
Director at CHTR
Board
About Mauricio Ramos
Independent Director at Charter Communications (appointed 2016), age 56. Former CEO, Executive Director, and Chairman of Millicom International Cellular (TIGO) with deep operating experience across mobile and broadband in Latin America; prior leadership at Liberty Global (Latin America), including CEO of VTR (Chile) and President of Liberty Puerto Rico. Education: degrees in Economics and Law and a postgraduate degree in Financial Law from Universidad de los Andes (Bogotá). Committees: Nominating & Corporate Governance; Compensation & Benefits .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Millicom International Cellular (NASDAQ: TIGO) | Chief Executive Officer; Executive Director; Chairman of the Board | CEO: Apr 2015–May 2024; Executive Director: Jun 2020–Sep 2024; Chairman: Sep 2023–Sep 2024 | Led multi-country mobile/broadband growth in emerging markets; governance leadership at board level . |
| Liberty Global – Latin America Division | President | 2006–Feb 2015 | Built and integrated technology/network businesses across region . |
| VTR (Chile) | Chairman & CEO | (during Liberty Global tenure) | Grew broadband/video operations . |
| Liberty Puerto Rico | President | (during Liberty Global tenure) | Mobile/broadband operations development . |
| Columbus Networks | Director | 2013–2014 | Regional subsea capacity; industry connectivity . |
| Biennial of the Americas | Director | 2012–2015 | Stakeholder engagement . |
| American Chamber of Commerce in Chile | Director | 2007–2011 | Business advocacy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Partnership for Central America | Chair | Appointed 2024 | Regional development coordination . |
| Meridian International Center | Board of Trustees (member) | Appointed 2024 | Global policy/dialogue . |
| Broadband Commission for Sustainable Development | Commissioner | 2021–2023 | Digital inclusion policy . |
| World Economic Forum | Chair, Digital Communications Industry Community | (prior) | Industry coordination . |
| GSMA | Board of Directors | 2017–2019 | Mobile industry standards/advocacy . |
Board Governance
- Independence: Board determined Ramos is independent under NASDAQ rules .
- Committee assignments (2024): Compensation & Benefits (met 5x); appointed to Nominating & Corporate Governance on April 23, 2024 (met 4x). Not a chair on either committee .
- Attendance: In 2024, the full Board met 16 times; each incumbent director except Mr. Meyer attended ≥75% of aggregate Board and committee meetings (indicates Ramos met minimum attendance threshold) .
- Engagement: 12 directors attended the 2024 annual stockholders’ meeting; Board maintains executive sessions led by the Non-Executive Chairman .
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual retainer: $120,000 (cash or equity at director’s election)
- Annual restricted stock: $200,000 (Non-Exec Chair: $350,000)
- Committee fees: Audit chair $30k; Comp chair $25k; Nominating chair $20k; Audit members $30k; Comp members $25k; Finance members $20k; Nominating members $20k. Special Committee had incremental retainers and per-meeting fees; Ramos did not serve on the Special Committee .
Ramos 2024 director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 38,770 |
| Stock Awards (grant-date fair value) | 319,572 |
| Total | 358,342 |
Notes:
- Restricted stock grants on April 23, 2024 vest one year later (April 23, 2025). Amounts include the $200,000 annual equity retainer and, for directors electing retainer in equity, $119,772 additional equity value; Ramos elected to receive his annual retainer in equity .
Performance Compensation
- Charter’s non-employee director equity grants are time-based restricted stock; no performance-based metrics (e.g., TSR hurdles) disclosed for director awards . | Metric Category | Disclosed for Directors? | |---|---| | Revenue/EBITDA/TSR hurdles | Not disclosed/applicable | | Time-based vesting | Yes – 1-year vesting on annual director restricted stock |
Other Directorships & Interlocks
- Current public company boards: None disclosed as current; prior public roles at Millicom through September 2024 (Chair/Director) .
- Interlocks/stockholder designations: Ramos is not a designee of Liberty Broadband or Advance/Newhouse; Board confirms his independence. Liberty Broadband and A/N have director designation and committee rights, but Ramos is among the eight directors not designated by either stockholder .
Expertise & Qualifications
- Deep operational leadership in telecom/media across emerging markets; network buildout, product development, and financial execution .
- Policy and industry coordination experience (WEF, GSMA, Broadband Commission), complementing Charter’s regulatory engagement overseen by the Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mauricio Ramos | 7,413 | * (<1%) |
Stock ownership guidelines:
- Outside Director guideline: 3x cash retainer; until met, must retain ≥25% of shares from option exercises or RSU vesting. As of Dec 31, 2024, all but one covered directors met the guidelines (individual names not disclosed) .
Hedging/Pledging:
- Restricted Employees (including directors) are prohibited from short sales, buying/selling puts or calls, and entering into hedging/monetization transactions without prior approval; no director pledging disclosures identified for Ramos .
- No related-party loans or transactions disclosed for Ramos; broader related-party arrangements with A/N and Liberty Broadband are governed by the Stockholders Agreement and committee composition safeguards .
Insider Trades (Form 4 and Disclosures)
| Date (Filing/Trade) | Transaction Type | Shares | Price | Vesting/Notes |
|---|---|---|---|---|
| Apr 23, 2024 (filed Apr 25, 2024) | Restricted Stock Award | 684 | $0.00 | Annual director grant; vest one year from grant; grant valued ~$200,000 . |
| Apr 21–22, 2025 (filed Apr 24, 2025) | Restricted Stock Award | 1,049 | $0.00 | Annual director grant; typical one-year vest structure . |
Governance Assessment
- Strengths: Independent, seasoned telecom operator; serves on both Nominating & Corporate Governance and Compensation & Benefits—key governance levers for director oversight and pay architecture. Attendance above minimum thresholds; equity retainer elected (alignment). Hedging restrictions and ownership guidelines bolster alignment .
- Committee effectiveness: Compensation & Benefits met 5x; Nominating & Corporate Governance met 4x in 2024; Ramos was added to Nominating on April 23, 2024, indicating active role in governance and ESG oversight .
- Conflicts/Red Flags: No related-party transactions for Ramos identified; not a stockholder designee. The Stockholders Agreement gives A/N and Liberty Broadband committee representation and rights, but committees retain majority of directors independent from A/N, Liberty Broadband, and Charter; Audit Committee excludes designees, with observer roles only—appropriate safeguards. No pledging or hedging by Ramos disclosed .
- Signals: Director compensation mix emphasizes equity retainer and annual restricted stock with one-year vest—near-term ownership accrual. Beneficial ownership is de minimis relative to outstanding shares (typical for outside directors) .
Overall, Ramos presents as an independent, experienced telecom operator contributing to Charter’s pay oversight and governance frameworks, with no evident conflicts or attendance concerns in 2024. Continued monitoring of any new external board commitments and insider transactions is advised ahead of annual meetings and proxy seasons .