Richard DiGeronimo
President, Product and Technology at CHTR
Executive
About Richard DiGeronimo
Richard J. DiGeronimo, age 47, is President, Product & Technology at Charter (since Dec 2022). He joined Charter in 2008 and has held senior product and technology roles; earlier he spent ~8 years at Level 3 and began his career in tech investment banking at Bear Stearns. He holds a BBA from the Ross School of Business at the University of Michigan (High Distinction) . In FY2024 Charter delivered revenue growth of 0.9% to $55.1B, Adjusted EBITDA growth of 3.1% to $22.6B, and free cash flow of $4.3B; the proxy includes a 5‑year TSR comparison vs the S&P 500 and peers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Charter Communications | President, Product & Technology; previously SVP/EVP Product & Strategy; Chief Product & Technology Officer (2019) | 2008–present | Oversees product orgs, software & IT, connectivity tech, network ops, business development, Spectrum Reach, programming acquisition; central to network evolution/expansion and product roadmap . |
| Level 3 Communications | VP & GM, Cable Markets Group; roles in product mgmt and corporate finance | ~8 years (prior to 2008) | Commercial leadership for cable customers; product/finance roles supporting growth in telecom infrastructure . |
| Bear Stearns | Technology investment banking (analyst/associate) | Early career | Capital markets and advisory experience informing later operating roles . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adaptive Spirit | Board member and event co‑chair | Not disclosed | Fundraising support for U.S. Paralympics Ski and Snowboard Teams; industry networking . |
Fixed Compensation
| Component | 2024 terms | Notes |
|---|---|---|
| Base salary | $1,450,000 | Unchanged in 2024; set by employment agreement . |
| Target annual bonus | 200% of base salary (target $2,900,000) | Eligible under Executive Bonus Plan . |
| Actual annual bonus (2024) | $2,563,020 (88.38% of target) | Company-wide payout factor applied to individual target . |
| Perquisites and other (2024) | Personal aircraft use $255,788; 401(k) match $20,700; Group life $810; Exec LTD $1,149; LTD gross‑up $2,154 | Aircraft personal use permitted by agreement (up to 40 hours/year) and costed at incremental cost to company . |
Performance Compensation
2024 Annual Incentive – Plan Design and Outcome
| Metric | Weight | Threshold / Max (% of target) | Target | Actual | Payout % | Weighted payout % |
|---|---|---|---|---|---|---|
| Revenue (ex-device) | 20% | 97.4% / 101.0% | $53,515M | $52,891M | 71.41% | 14.28% |
| Adjusted EBITDA | 60% | 95.1% / 101.0% | $22,394M | $22,569M | 79.34% | 47.60% |
| Strategic Objectives (Capital/FCF mgmt; Network Evolution/Expansion) | 20% | N/A | Discretionary | Discretionary | 132.50% | 26.50% |
| Total payout | 100% | — | — | — | — | 88.38% |
Individual payout for DiGeronimo: $2,563,020 (88.38% of $2.9M target) .
Long-Term Incentives
-
Annual LTI structure: Option/RSU mix of 90%/10%; 3‑year cliff vesting; 10‑year option term . DiGeronimo did not receive a 2024 annual LTI grant (his LTI was front‑loaded in 2023 under the multi‑year performance program) .
-
2023 Performance Equity Program (5‑year): Awarded in Feb 2023 to align with multi‑year network initiatives; total target value 5x annual LTI; 90% stock options / 10% RSUs; tranches eligible to vest on 3rd/4th/5th anniversaries subject to stock price hurdles ($507, $639, $798, $870, $988, $1,000) measured by 60‑trading‑day average; forfeiture if hurdle not met by 6th anniversary; no acceleration except death/disability or double‑trigger CIC, and then only for tranches whose price hurdle is achieved .
| 2023 Performance Equity Program (granted 2/22/2023) | Value | Strike/Grant Price | Instruments | Vesting mechanics |
|---|---|---|---|---|
| DiGeronimo award details | $40.0M target | $380.53 | 310,996 stock options; 34,555 RSUs | Time-based eligibility at 3/4/5 years; plus stock price hurdles ($507/$639/$798/$870/$988/$1,000); forfeiture if not achieved by 6 years; limited acceleration as described . |
- Outstanding equity detail (selected):
• Exercisable stock options and terms: 27,151 @ $292.31 exp. 1/15/2029; 23,620 @ $353.20 exp. 1/16/2028; 6,760 @ $378.67 exp. 8/15/2029; 24,781 @ $512.06 exp. 1/15/2030; 21,212 @ $625.55 exp. 1/15/2031; 4,462 @ $714.99 exp. 10/19/2031 .
• Unexercisable time-vested options: 41,296 @ $588.83 exp. 1/18/2032; 6,146 @ $342.24 exp. 9/22/2032; 66,135 @ $387.38 exp. 1/17/2033 .
• Unearned performance options: 310,996 @ $380.53 exp. 2/22/2033 (subject to hurdles) .
• Unvested RSUs (time-based): 4,174 ($1.43M at 12/31/24) .
• Performance RSUs (unearned): 34,555 ($11.84M at 12/31/24; subject to hurdles) .
Implication for insider selling pressure: At 12/31/24 price ($342.77), only the $292.31 options were in-the-money; most other grants (including performance options) require substantial price appreciation/hurdle attainment before value realization, reducing near-term selling pressure from large in-the-money awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 156,086 shares/derivatives; includes 149,282 vested and exercisable options; <1% of shares outstanding . |
| Vested vs unvested | Vested options 149,282 (per ownership footnote); unexercisable options 113,577; unearned perf. options 310,996; unvested RSUs 4,174; unearned perf. RSUs 34,555 . |
| Stock ownership guidelines | EVP requirement: 2x base salary; as of 12/31/24, none of the NEOs except CEO met guidelines (recent roles/limited vestings) . |
| Pledging/hedging | No pledging disclosed for DiGeronimo; company prohibits hedging/short sales/derivatives by Restricted Employees without prior approval . |
Employment Terms
| Term | Key provisions |
|---|---|
| Role/Agreement | Employment agreement effective Sept 20, 2022 (as amended Feb 22, 2023); President, Product & Technology since Dec 1, 2022 . |
| Term/renewal | Initial term through Dec 1, 2025; extendable by Charter for unlimited one‑year periods . |
| Base salary/bonus | $1,450,000 base; target bonus 200% of base (Executive Bonus Plan) . |
| LTI eligibility | Equity under 2019 Stock Incentive Plan; options generally 10‑year term; vesting per program (annual or 2023 performance program) . |
| Perquisites | Company aircraft personal use up to 40 hours/year (no carryover) . |
| Restrictive covenants | Non‑compete 2 years; non‑solicit 1 year . |
| Severance (no CIC) | Two times base + target bonus as per policy; for a Dec 31, 2024 termination: severance $8,700,000; bonus $2,900,000; pro‑rata vesting of unvested time‑vesting stock options; performance‑vesting options forfeited . |
| Change in control (double‑trigger) | If termination within 30 days before or 12 months after CIC: severance $8,700,000; bonus $2,900,000; full vesting of time‑based options/RSUs; performance equity vests only if applicable price hurdle satisfied as of termination . |
| Death/Disability | Full vesting of time‑based equity; performance equity vests only if price hurdle met; no severance . |
| Clawback | NASDAQ‑compliant policy adopted Oct 24, 2023, effective Oct 1, 2023; recovery of incentive‑based comp awarded during 3 full fiscal years prior to a required accounting restatement; prior policy allowed broader recovery for fraud/intentional misconduct . |
Compensation Structure Analysis
- Mix and risk profile: Charter emphasizes option‑heavy, performance‑oriented LTI (typically 90% options/10% RSUs), with a multi‑year 2023 performance program that only vests upon ambitious stock price hurdles and time‑based requirements—tightening pay‑performance alignment and retention .
- 2024 cash incentive outcome: Below‑target Company results on revenue and EBITDA (71.41% and 79.34% payout factors, respectively), partly offset by strong strategic objective attainment (132.50%), yielded an 88.38% payout for NEOs including DiGeronimo .
- Underwater legacy options: Many grants from 2020–2022 remain underwater, requiring 49–82% stock appreciation from 12/31/24 levels to be at‑the‑money, reinforcing multi‑year alignment but limiting near‑term realizable gains .
Performance & Track Record (role‑relevant)
- Company operational progress in 2024 included launching symmetrical and multi‑gig internet in initial markets, WiFi 7, and transforming programming agreements; expansion of 1.5M passings (including 393K rural) and growth to 2.1M incremental mobile lines, consistent with DiGeronimo’s oversight of product and network domains .
- Financially, FY2024 revenue rose to $55.1B (+0.9%) and Adjusted EBITDA to $22.6B (+3.1%); FCF was $4.3B; Charter repurchased ~$1.3B of equity at an average price of $312.94 .
Compensation Peer Group (context for pay benchmarking)
Primary Peer Group includes AT&T, Cisco, Comcast, EchoStar, Fox, Liberty Global, Lumen, Netflix, Paramount, Disney, T‑Mobile, Verizon, Warner Bros. Discovery; a secondary consumer large‑cap peer group is also referenced; DISH was replaced by EchoStar in 2024 .
Equity Ownership & Insider Policy Notes
- Beneficial ownership: 156,086 including 149,282 vested options; <1% ownership; no pledging disclosed for DiGeronimo .
- Hedging/derivatives: Prohibited for Restricted Employees (VP and above, IR, Legal, etc.) absent Legal’s prior approval; short sales and derivative transactions are prohibited .
Investment Implications
- Alignment and incentives: A high proportion of DiGeronimo’s compensation is option‑based with stringent multi‑year stock price hurdles; 2020–2022 options remain largely underwater, and 2023 performance tranches require sustained appreciation ($507–$1,000), creating strong incentives for multi‑year value creation in product/network initiatives he oversees .
- Retention risk: The 2023 program’s vesting architecture (3/4/5‑year plus six‑year performance window, limited acceleration) and severance protections (2x salary+bonus; double‑trigger CIC) reduce near‑term departure risk and anchor continuity across network evolution and expansion cycles .
- Selling pressure: With few in‑the‑money options at 12/31/24 and significant unearned performance equity, near‑term insider selling pressure from DiGeronimo appears limited; most realizable gains are contingent on future stock appreciation and hurdle attainment .
- Governance safeguards: Clawback policy, hedging prohibitions, and stock ownership guidelines (not yet met by NEOs other than CEO due to tenure/vesting cadence) provide guardrails; no pledging disclosed for DiGeronimo .