Business Context and Reporting Period
This Form 8-K Current Report was filed by Charter Communications, Inc. (and related entities CCO Holdings, LLC and CCO Holdings Capital Corp.) on January 16, 2026. The filing discloses the execution of a new employment agreement with Adam Ray, Executive Vice President and Chief Commercial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
- Base Salary: At least $750,000 annually.
- Target Cash Bonus: 160% of annual base salary.
- Equity Awards (2027+): Grant date fair value of at least $4,250,000 annually.
- Immediate Equity Grant: $500,000 grant date fair value (cliff vesting in 3 years).
Material Changes
The material change reported is the formalization of Mr. Ray's compensation package effective January 19, 2026, through January 19, 2028. This agreement supersedes prior arrangements regarding specific compensation targets and severance terms.
Outlook, Risks, and Contingencies
Severance Contingencies: In the event of involuntary termination without cause or resignation for good reason, Mr. Ray is entitled to:
- Cash severance equal to 2.0x the sum of his annual base salary and target bonus.
- COBRA coverage for 24 months.
- Up to 12 months of outplacement services.
Conditions: Severance benefits are contingent upon the execution of a release of claims. The agreement includes covenants for non-competition (2 years) and non-solicitation (1 year).
Investor Verification Checklist
- Verify the total potential cash and equity payout under the new agreement compared to prior fiscal year executive compensation disclosures.
- Review the full text of Exhibit 10.1 for specific performance metrics tied to the target bonus.
- Assess the impact of the 2.0x severance multiplier on potential future cash outflows in the event of executive turnover.
- Confirm the vesting schedule details for the $500,000 top-up award and future annual grants.