Michael Newhouse
Director at CHTR
Board
About Michael A. Newhouse
Michael A. Newhouse, age 65, is an Independent Director of Charter Communications (CHTR), serving since 2016. He is a member of the Nominating and Corporate Governance Committee and the Finance Committee. Professionally, he is Co-President at Advance, a private family-held holding company with significant media and technology investments; he is a graduate of Tufts University. Skills cited include extensive experience across cable programming, cable infrastructure, media, and technology.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance (private) | Co-President | Not disclosed | Advance holds ~12% interest in Charter; Newhouse is an A/N designee to Charter’s Board. Advance is among the largest shareholders in Reddit and Warner Bros. Discovery. |
| Advance/Newhouse Partnership (A/N) | Major CHTR Stockholder (designee rights) | Ongoing | Under the Stockholders Agreement (amended Nov 12, 2024), A/N designates two Charter directors and at least one director to each Board committee (subject to listing rules); A/N designated Messrs. Miron and Newhouse as Charter nominees. |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee (member, served all of 2024; committee met 4 times); Finance Committee (member in 2024; committee met once and acted twice by unanimous written consent).
- Independence: Determined independent under NASDAQ rules; however, due to designation by A/N (a stockholder), he may not be considered independent under SEC rules for Audit Committee membership; this relationship does not prohibit independence for Compensation Committee membership purposes under NASDAQ Rule 5605(d)(2).
- Attendance: In 2024, the full Board held 16 meetings; each incumbent director except Mr. Meyer attended at least 75% of aggregate Board and committee meetings—this threshold was met by Mr. Newhouse. Twelve directors attended the 2024 annual stockholders’ meeting.
- Special Committee (Liberty Broadband transaction): Established August 1, 2024; consisted solely of independent and disinterested directors (Goodman, Slaski, Conn, Markley (Chair), Merritt); met 27 times. Mr. Newhouse did not serve on this Special Committee.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 4 | Served all of 2024; committee independent per NASDAQ. |
| Finance | Member | 1 (plus 2 unanimous written consents) | Served during 2024. |
| Special Committee (LBRDA) | Not a member | 27 | All independent/disinterested members; formed for Liberty Broadband matters. |
Fixed Compensation (Director)
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $120,000 | Payable in cash or equity, as elected. |
| Nominating & Corporate Governance membership fee | $20,000 | Annual committee member fee (including Chair). |
| Finance Committee membership fee | $20,000 | Annual committee member fee. |
| Special Committee retainers/meeting fees | $0 | Newhouse not on Special Committee. |
| Total fees earned (Newhouse, 2024) | $160,000 | Reflects retainer + committee membership fees. |
Performance Compensation (Director)
| Component | Grant Type | Fair Value (USD) | Terms/Notes |
|---|---|---|---|
| Standard annual equity grant (non-exec directors) | Restricted Stock | $200,000 | Annual award of time-based restricted stock. |
| Michael A. Newhouse – Stock Awards (reported 2024) | Restricted Stock | $199,799 | ASC 718 grant-date fair value; time-based vesting. |
| Options/PSUs | — | — | No director options or PSUs disclosed; director equity in 2024 is restricted stock awards. |
No performance metrics apply to non-employee director equity grants; awards are time-based restricted stock, not performance-based.
Other Directorships & Interlocks
| Affiliation/Agreement | Nature | 2024–2025 Activity/Terms | Governance Implications |
|---|---|---|---|
| A/N director designation | A/N may designate 2 directors; at least one designee to each Board committee (subject to listing rules and ownership thresholds). | Messrs. Miron and Newhouse designated by A/N as Charter nominees. | Structural interlock with a 10%+ holder; committees must maintain majority independent from A/N, Liberty Broadband, and Charter. |
| A/N voting covenants | A/N and Liberty Broadband must vote for Board nominees per agreement; for non-designee directors, may vote in proportion to outside stockholders if it would change outcomes. | As amended Nov 12, 2024 in connection with proposed Liberty Broadband merger. | Voting alignment provisions can influence director elections and preserve control dynamics. |
| Related-party cash flows to A/N | Tax distributions and TRA payments. | In 2024, Charter paid ~$155 million to A/N as tax distributions under the LLC Agreement and $47 million under the tax receivables agreement. | Material ongoing cash flows to a stockholder affiliated with a director—monitor for perceived conflicts. |
Expertise & Qualifications
- Extensive experience across cable programming, cable infrastructure, media, and technology; senior leadership at Advance (private, diversified media/tech holding company).
- Education: Graduate of Tufts University.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Michael A. Newhouse | 4,579 | * | Includes 744 restricted shares not yet vested but eligible to be voted. |
| Advance/Newhouse Partnership (A/N) | 19,607,912 | 12.37% | 5% stockholder table as of Feb 21, 2025. |
- less than 1%
- Pledging: Proxy footnotes identify pledge situations for other insiders (e.g., Markley, Winfrey), but footnote (15) for Newhouse does not indicate any pledged shares.
- Stock ownership guidelines: Outside directors have a 3x cash retainer ownership guideline; guidelines do not apply to officers, directors, or affiliates of any 10%+ stockholder. Affiliates of A/N (a 10%+ stockholder) would be exempt; as of Dec 31, 2024, all but one “covered” directors met guidelines.
Insider Trades (Context: A/N affiliated transactions)
Recent monthly pro rata repurchases by Charter from A/N (Class B Common Units), as reported on A/N Form 4s:
| Date of Transaction | Security | Quantity Sold | Counterparty |
|---|---|---|---|
| Nov 3, 2023 | Class B Common Units | 149,153 | Charter |
| Dec 6, 2023 | Class B Common Units | 137,857 | Charter |
| Jan 4, 2024 | Class B Common Units | 104,768 | Charter |
| Feb 5, 2024 | Class B Common Units | 98,954 | Charter |
| Mar 5, 2024 | Class B Common Units | 58,617 | Charter |
| Apr 3, 2024 | Class B Common Units | 40,803 | Charter |
| May 3, 2024 | Class B Common Units | 71,911 | Charter |
| Jun 6, 2024 | Class B Common Units | 56,714 | Charter |
| Jul 3, 2024 | Class B Common Units | 57,367 | Charter |
| Aug 6, 2024 | Class B Common Units | 65,978 | Charter |
| Sep 11, 2024 | Class B Common Units | 24,802 | Charter |
| Oct 7, 2024 | Class B Common Units | 5,663 | Charter |
| Nov 5, 2024 | Class B Common Units | 1,470 | Charter |
| Dec 4, 2024 | Class B Common Units | 2,272 | Charter |
| Jan 6, 2025 | Class B Common Units | 36,178 | Charter |
Note: These transactions are by A/N (an affiliate of Newhouse’s employer Advance) under a pro rata buyback arrangement; they are not personal trades by Michael A. Newhouse.
Governance Assessment
-
Positives for board effectiveness and investor confidence:
- Active committee service in governance and finance; committees met 4 times (NCG) and 1 time plus 2 written consents (Finance) in 2024.
- Attendance threshold met (≥75% of aggregate Board/committee meetings); Board met 16 times in 2024 and held executive sessions.
- Compensation mix is balanced with modest cash fees ($160,000) and time-based equity ($199,799 reported), aligning director incentives with shareholders without complex performance overlays.
- Not a member of the Special Committee overseeing Liberty Broadband transaction—reducing direct conflict exposure on that matter.
-
Watch items and potential RED FLAGS:
- Affiliation with a 10%+ stockholder (A/N/Advance) and A/N’s designation rights; while NASDAQ-independent, he may not be considered independent for SEC Audit Committee membership due to A/N relationship. This structural interlock warrants ongoing monitoring.
- Material related-party cash flows to A/N in 2024 (~$155 million tax distributions; $47 million TRA payments), and ongoing A/N monthly sell-downs to Charter via pro rata repurchase arrangement—perceived alignment and capital allocation implications for minority shareholders.
- Stock ownership guidelines exempt affiliates of 10%+ stockholders; if applicable, exemption could reduce formal ownership alignment requirements for Newhouse.
-
Overall: Newhouse brings deep industry expertise and steady committee engagement, but his role as an A/N designee introduces structural independence and related-party optics that are partially mitigated by committee composition rules and the Board’s use of a Special Committee for conflicted transactions.