CHARTER COMMUNICATIONS, INC. /MO/ 8-K

What Happened Charter Communications filed an 8‑K disclosing an employment agreement with Adam Ray, who will continue as Executive Vice President, Chief Commercial Officer. The agreement is effective January 19, 2026 and runs through January 19, 2028 (unless earlier terminated). Under the agreement Mr. Ray’s cash and equity pay includes a base salary of at least $750,000, a target annual cash bonus of 160% of base, and equity awards of at least $4,250,000 in grant‑date fair value each year commencing in 2027 (mix of options and restricted stock units). On January 20, 2026 he also received a $500,000 “top‑up” equity award that cliff vests on the third anniversary of the grant, subject to continued employment.

Key Details

• Effective date: January 19, 2026; term ends January 19, 2028 (unless earlier terminated).
• Cash pay: minimum base salary $750,000 and target annual bonus = 160% of base (i.e., $1.2M if base = $750K).
• Equity: minimum $4,250,000 grant‑date fair value of equity awards annually starting in 2027; $500,000 top‑up equity award granted Jan 20, 2026 (cliff vests after 3 years).
• Severance and post‑termination: if Charter terminates without cause or Mr. Ray leaves for good reason, he is eligible for (a) cash severance equal to 2.0 × (base salary + target bonus) (based on current figures ≈ $3.9M), (b) payment of COBRA costs for 24 months, and (c) up to 12 months of executive outplacement; benefits contingent on a release of claims.
• Post‑employment covenants: nondisclosure/IP assignment/nondisparagement, 2‑year noncompete, 1‑year nonsolicitation of customers and employees.

Why It Matters This filing confirms Charter’s retention package for its chief commercial executive, including multi‑year cash and sizable equity commitments that will affect future compensation expense and potential dilution when awards vest or are exercised. The severance protections mean a possible one‑time cash payout (approximately $3.9M at current pay levels) if Mr. Ray is terminated without cause or resigns for good reason. Investors should note the timeline for equity grants (annual minimums beginning 2027) and the existing vested‑by‑service schedule (the $500K top‑up vests on the third anniversary), which inform when compensation expense and dilution may be realized.