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CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE CODE OF ETHICS
Section 16 of the Exchange Act requires our directors and In January 2003, we adopted a Code of Conduct that constitutes
certain of our officers, and persons who own more than 10% of a Code of Ethics within the meaning of federal securities
our common stock, to file initial reports of ownership and regulations for our employees, including all executive officers,
reports of changes in ownership with the SEC. Such persons are and established a hotline and website for reporting alleged
required by SEC regulation to furnish us with copies of all violations of the code of conduct, established procedures for
Section 16(a) forms they file. Based solely on our review of the processing complaints and implemented educational programs
copies of such forms furnished to us and written representations to inform our employees regarding the Code of Conduct. A
from these officers and directors, we believe that all Sec- copy of our Code of Conduct is filed as Exhibit 14.1 to this
tion 16(a) filing requirements were met in 2004. annual report.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE Chief Executive Officer, each of the other four most highly
compensated executive officers as of December 31, 2004, and
The following table sets forth information as of December 31, one other highly compensated executive officer who served
2004 regarding the compensation to those executive officers during 2004 but was not an executive officer on December 31,
listed below for services rendered for the fiscal years ended 2004.
December 31, 2002, 2003 and 2004. These officers consist of the
Long-Term Compensation
Award
Annual Compensation
Year Restricted Securities
Ended Other Annual Stock Underlying All Other
Name and Principal Position Dec. 31 Salary ($) Bonus ($) Compensation ($) Awards ($) Options (#) Compensation ($)(1)
Carl E. Vogel(2) 2004 1,038,462 500,000(7) —4,658,000(17) 580,000 42,426(23)
Former President and Chief 2003 1,000,000 150,000(8) 30,345(14) —750,000 12,639(23)
Executive Officer 2002 980,769 330,000(8) 214,961(14) —1,000,000 10,255(23)
Margaret A. Bellville(3) 2004 478,366 —28,309(15) 612,000(18) 200,000 204,408(24)
Former Executive Vice 2003 581,730 203,125(8) 30,810(15) ——109,139(24)
President, Chief Operating 2002 9,615 150,000(8)(9) ——500,000 —
Officer
Derek Chang(4) 2004 448,077 85,700(10) 7,255(16) 395,250(19) 135,000 5,510
Executive Vice President of 2003 15,385 ——192,000(19) 350,000 —
Finance and Strategy, Interim co-Chief Financial
Officer
Steven A. Schumm(5) 2004 467,308 15,815(11) —862,952(20) 135,000 12,360
Former Executive Vice 2003 448,077 45,000 ——250,000 9,889
President and Chief 2002 436,058 588,000(12) ——300,000 5,255
Administrative Officer
Curtis S. Shaw 2004 422,115 16,109 —395,250(21) 135,000 12,592
Executive Vice President, 2003 275,782 37,500 ——250,000 9,411(25)
General Counsel and 2002 249,711 281,500(13) ——100,000 3,096
Secretary
Michael J. Lovett(6) 2004 291,346 241,888 —351,570(22) 172,000 15,150(26)
Executive Vice President, 2003 81,731 60,000 ——100,000 2,400(26)
Operations and Customer Care
(1) Except as noted in notes 23 through 26 below respectively, these amounts consist of matching contributions under our 401(k) plan, premiums for supplemental life
insurance available to executives, and long-term disability available to executives.
(2) Mr. Vogel resigned from all of his positions with Charter and its subsidiaries on January 17, 2005.
(3) Ms. Bellville became the Chief Operating Officer of Charter in December 2002 and terminated her employment, effective September 30, 2004.
(4) Mr. Chang was hired as Executive Vice President of Finance and Strategy in December 2003, and was appointed Interim co-Chief Financial Officer in August 2004.
(5) Mr. Schumm’s position with Charter and its subsidiaries was eliminated, resulting in the termination of his employment on January 28, 2005.
(6) Mr. Lovett joined Charter in August 2003 and was promoted to his current position in September 2004.
(7) Mr. Vogel’s bonus for 2004 was a mid-year discretionary bonus.
(8) Mr. Vogel’s and Ms. Bellville’s 2002 and 2003 bonuses were determined in accordance with the terms of their respective employment agreements.
(9) Includes a one-time signing bonus of $150,000 pursuant to an employment agreement.
(10) Mr. Chang’s bonus for 2004 represents the 2004 portion of a $150,000 special bonus expected to be paid for co-Interim Chief Financial Officer service through
March 31, 2005. Payment of the bonus is conditioned on continued service in that capacity until the earlier of the naming of a permanent replacement or March 31,
2005.
(11) Mr. Schumm’s bonus for 2004 was determined in accordance with his separation agreement.
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