Steven Miron
Director at CHTR
Board
About Steven A. Miron
Independent director of Charter Communications since 2016; age 58. Chief Executive Officer of Advance/Newhouse Partnership (A/N) and senior executive at Advance, a private, family-held media and technology investor with a ~12% interest in Charter; former CEO of Bright House Networks prior to its acquisition by Charter (2016). Education: American University. Core credentials: multi-decade cable/media operating experience; designated nominee of A/N under the Stockholders Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright House Networks | President (2002–2008), CEO (2008–2016) | 2002–2016 | Led cable operations until acquisition by Charter in 2016. |
| Warner Bros. Discovery (prior roles) | Director (previously) | Not disclosed | Industry strategy and distribution oversight (prior board role). |
| National Cable & Telecommunications Association (NCTA) | Director (previously) | Not disclosed | Sector advocacy and policy. |
| CableLabs | Director (previously) | Not disclosed | Technology/R&D standards in cable. |
| CTAM and related foundations | Board/executive committee (previously) | Not disclosed | Industry marketing and development. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance/Newhouse Partnership | Chief Executive Officer | Current | A/N holds governance rights at Charter; Miron designated to the board as A/N designee. |
| Advance (parent) | Senior executive officer | Current | Portfolio oversight across media/tech; Advance ~12% interest in Charter. |
| C‑SPAN | Director | Current | Public affairs content distribution; industry interlock with cable distributors. |
Board Governance
- Independence: Determined independent under NASDAQ rules; as A/N designee he “may not be considered independent” for SEC audit committee membership purposes (but eligible for Compensation Committee under NASDAQ Rule 5605(d)(2)).
- Committee assignments: Compensation & Benefits Committee member (not Chair).
- Attendance/engagement: Board held 16 meetings in 2024; each incumbent director except Mr. Meyer attended ≥75% of aggregate board and committee meetings—Miron met the threshold. Twelve directors attended the 2024 annual meeting.
- Board size/structure: 13 directors; A/N designates two nominees (including Miron), Liberty Broadband designates three; remaining eight are non‑designees. Committees maintain majority independence from A/N, Liberty Broadband, and the Company.
- Conflict handling: A 2024 Special Committee of independent, disinterested directors (not including Miron) met 27 times to evaluate potential Liberty Broadband transactions.
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $0 | Elected to receive retainer in equity in 2024. |
| Committee membership fees (Compensation & Benefits) | $25,000 | Standard fee for Compensation Committee member. |
| Restricted stock (annual grant) | $199,799 | Granted 4/23/2024; vests 4/23/2025. |
| Retainer taken in equity | $119,772 | Equity in lieu of $120,000 cash retainer. |
| Total 2024 compensation | $344,572 | Cash $25,000; Stock $319,572. |
Vesting terms: 2024 director restricted stock grants vest one year post-grant (4/23/2025).
Performance Compensation (Director)
- Options/PSUs: None disclosed for non-employee directors; director equity is time-based restricted stock (no performance metrics).
- Director incentive metrics: Not applicable—no TSR/financial hurdles in director equity program.
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Exposure | Notes |
|---|---|---|---|
| A/N / Advance | Significant shareholder | Governance rights including nominee designation; related-party cash flows (tax distributions, tax receivables). | |
| C‑SPAN | Non-profit | Content distribution with cable operators | Current director. |
| Warner Bros. Discovery | Media | Programming/distribution relationships industry-wide | Prior director; Advance is a large WBD shareholder. |
| Industry bodies (NCTA, CableLabs) | Trade/technical | Policy/standards | Prior roles. |
Expertise & Qualifications
- Cable/media operations and strategy; former cable CEO with integration experience (Bright House → Charter).
- Technology/media investment via Advance/A/N; deep sector relationships.
- Committee experience on Compensation; industry governance familiarity.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 11,334 | Includes 10,144 held jointly with spouse; 1,190 restricted shares not yet vested but eligible to vote. |
| Ownership % of Class A | <1% | As reported for directors. |
| Pledged shares | None indicated | No pledge footnote for Miron; Markley’s pledge disclosed separately. |
| Director stock ownership guidelines | 3x cash retainer | Outside directors required to hold ≥3x retainer; partial credit counts for time-based RSUs. |
| Compliance status disclosure | Not individual | As of 12/31/2024 all but one covered directors met guidelines; non-compliant individuals were recently elected/hired. |
Governance Assessment
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Strengths:
- Extensive cable/media operating expertise aligned to Charter’s core business; A/N/Advance perspective adds long-term investor lens.
- Compensation Committee composition maintains majority independence; Semler Brossy engaged as independent consultant; no conflicts reported.
- Board executed robust conflict management via Special Committee for Liberty Broadband (27 meetings in 2024).
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Potential conflicts and monitoring points:
- A/N designation and A/N’s sizable economic relationship with Charter (e.g., ~$155M tax distributions and ~$47M tax receivables paid to A/N in 2024) create related-party exposure; Miron is A/N’s CEO. Strong audit/committee oversight remains essential.
- Committee participation: Liberty Broadband designees are restricted from CEO/CFO comp decisions during pending merger; no comparable restriction is stated for A/N designees—heightening sensitivity when Miron sits on the Compensation Committee. Ensure majority-independent voting and documented deliberations.
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RED FLAGS
- Related-party cash flows to A/N while its designee (Miron) serves on Compensation Committee—requires continuous transparency and independent majority safeguards.
- Concentrated shareholder governance rights (A/N, Liberty Broadband) over nominations and committee representation—ongoing need to validate independent oversight, especially on Audit and Compensation.
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Engagement/attendance signal:
- Met ≥75% attendance requirement in 2024; Board/committee cadence indicates active governance.
-
Director pay alignment:
- Equity-heavy mix (retainer in equity plus annual restricted stock) supports alignment; absence of performance conditions is standard for directors but reduces explicit pay-for-performance linkage versus officers.
Appendix: Board and Committee Context
- Board composition and nomination rights: 13 directors; A/N (2 nom.), Liberty Broadband (3 nom.); committees must maintain majority independence from A/N, Liberty Broadband, and the Company.
- Compensation Committee (2024 members): Conn (Chair), Maffei, Miron, Ramos, Zinterhofer; determined independent under NASDAQ standards; met five times.
- Audit Committee independence: No A/N or Liberty Broadband designee serves; each has an observer; Audit chaired by Merritt; four meetings.