Charter 2004 Annual Report Download - page 80

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CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
Meetings of the independent members of the board occur on Executive Officers Position
the same day as regularly scheduled meetings of the full board. Derek Chang Executive Vice President of
Management is not present at these meetings. Finance and Strategy and
The board of directors delegates authority to act with Interim co-Chief Financial
respect to certain matters to board committees whose members Officer
are appointed by the board. As of December 31, 2004 the
Thomas A. Cullen Executive Vice President of
following were the committees of Charter’s board of directors:
Advanced Services and
Audit Committee, Financing Committee, Option Plan Commit-
Business Development
tee, Compensation Committee, Executive Committee, Strategic
Planning Committee, and a Special Committee for matters Wayne H. Davis Executive Vice President and
related to the CC VIII put dispute. Chief Technical Officer
The Audit Committee, which has a written charter Michael J. Lovett Executive Vice President,
approved by the board, consists of three directors: Charles Lillis, Operations and Customer
John Tory and David Merritt, all of whom are believed to be Care
independent in accordance with the applicable corporate gov-
ernance listing standards of the NASDAQ National Market. Paul E. Martin Senior Vice President,
Charter’s board of directors has determined that, in its judg- Principal Accounting Officer
ment, David Merritt is an audit committee financial expert and Interim co-Chief
within the meaning of the applicable federal regulations. Financial Officer
Curtis S. Shaw Executive Vice President,
DIRECTOR COMPENSATION
General Counsel and
Each non-employee member of the board receives an annual Secretary
retainer of $40,000 in cash plus restricted stock, vesting one year Information regarding our executive officers who do not
after date of grant, with a value on the date of grant of $50,000. serve as directors is set forth below.
In addition, the Audit Committee chair receives $25,000 per Derek Chang, 36, Executive Vice President of Finance
year, and the chair of each other committee receives and Strategy and Interim co-Chief Financial Officer. Mr. Chang
$10,000 per year. All committee members also receive $1,000 for joined Charter in December 2003 as Executive Vice President of
attendance at each committee meeting. Beginning on Febru- Finance and Strategy and was also appointed Interim co-Chief
ary 22, 2005 each director also receives $1,000 for telephonic Financial Officer in August 2004. Prior to joining Charter,
attendance at each meeting of the full board and $2,000 for Mr. Chang was Executive Vice President of the Yankees
in-person attendance. Each director of Charter is entitled to Entertainment and Sports (YES) Network, a regional sports
reimbursement for costs incurred in connection with attendance programming network in New York where he headed corporate
at Board and Committee meetings. development and financing activities from the company’s incep-
Directors who were employees did not receive additional tion in 2001 until January 2003. Prior to joining YES, he was the
compensation in 2003 or 2004. Mr. Vogel, who was our Chief Financial Officer and Co-Chief Operating Officer of
President and Chief Executive Officer in 2004, was the only GlobalCenter, the web hosting subsidiary of Global Crossing.
director who was also an employee during 2004. Mr. Chang worked for TCI Communications/AT&T Broadband
Our Bylaws provide that all directors are entitled to in Denver from 1997 to 2000, ultimately as Executive Vice
indemnification to the maximum extent permitted by law from President of Corporate Development, where he directed mergers
and against any claims, damages, liabilities, losses, costs or and acquisitions activities and managed a multi-billion dollar
expenses incurred in connection with or arising out of the portfolio of cable joint ventures. He was with InterMedia
performance by them of their duties for us or our subsidiaries. Partners in San Francisco from 1994 to 1997 where he held a
number of positions and was ultimately Treasurer. Mr. Chang
EXECUTIVE OFFICERS
received a B.A. degree from Yale University and an M.B.A. from
The following persons are executive officers of Charter Commu- the Stanford University Graduate School of Business.
nications, Inc.: Thomas A. Cullen, 45, Executive Vice President of
Advanced Services and Business Development. Mr. Cullen
Executive Officers Position joined Charter as Senior Vice President of Advanced Services
Paul G. Allen Chairman of the Board of and Business Development in August 2003 and was promoted
Directors to Executive Vice President in August 2004. From January 2001
to October 2002, Mr. Cullen was General Partner of Lone Tree
Robert P. May Interim President and Chief
Capital, a private equity partnership focused on investment
Executive Officer
opportunities in the technology and communications sector.
From March 1997 to June 2000, Mr. Cullen was President of
MediaOne Ventures. Prior to that, Mr. Cullen served in several
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