Charter 2005 Annual Report Download - page 87

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CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
Group, LLC, a private consulting group, from April 2005 to the appointment of Jeffrey Fisher as the new Chief Financial
December 2005. From March 2004 to March 2005, he was Officer. Prior to joining us in March 2000, Mr. Martin was Vice
Executive Vice President of Sales and Marketing at Cardean President and Controller for Operations and Logistics for
Education Group (formerly UNext com LLC), a private online Fort James Corporation, a manufacturer of paper products.
education company. From February 2000 to March 2004, From 1995 to February 1999, Mr. Martin was Chief Financial
Mr. Quigley was Executive Vice President of America Online Officer of Rawlings Sporting Goods Company, Inc. Mr. Martin
and Chief Operating Officer of its Consumer Marketing division. received a B.S. degree with honors in accounting from the
Prior to America Online, he was owner, President and CEO of University of Missouri — St. Louis.
Wordsquare Publishing Co. from July 1994 to February 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Quigley is a graduate of Wesleyan University with a B.A.
degree in history and is a member of the Direct Marketing At the beginning of 2005, Mr. Lillis and Mr. Merritt served as
Association Board of Directors. the Option Plan Committee which administered the 1999
Charter Communications Option Plan and the Charter Commu-
Sue Ann R. Hamilton, 45, Executive Vice President, Programming. nications, Inc. 2001 Stock Incentive Plan and the Compensation
Ms. Hamilton joined Charter as Senior Vice President of Committee consisted of Messrs. Allen, Lillis and Nathanson.
Programming in March 2003 and was promoted to her current The Option Plan Committee and the Compensation Committee
position in April 2005. From March 1999 to November 2002, merged in February 2005 and the committee then consisted of
Ms. Hamilton served as Vice President of Programming for Messrs. Allen, Merritt and Nathanson. Mr. May joined the
AT&T Broadband, L.L.C. Prior to that, from October 1993 to committee in August 2005. The Compensation Committee is
March 1999, Ms. Hamilton held numerous management posi- currently comprised of Messrs. Allen, May, Merritt and
tions at AT&T Broadband, L.L.C. and Tele-Communications, Nathanson.
Inc. (TCI), which was acquired by AT&T Broadband, L.L.C. in No member of the Compensation Committee or the
1999. Prior to her cable television career with TCI, she was a Option Plan Committee was an officer or employee of Charter
partner with Kirkland & Ellis representing domestic and or any of its subsidiaries during 2005, except for Mr. Allen, who
international clients in complex commercial transactions and served as a non-employee chairman of the Compensation
securities matters. A magna cum laude graduate of Carleton Committee and Mr. May who served in a non-employee
College in Northfield, Minnesota, Ms. Hamilton received a J.D. capacity as Interim President and Chief Executive Officer from
degree from Stanford Law School, where she was Associate January 2005 until August 2005. Mr. May joined the Compensa-
Managing Editor of the Stanford Law Review and Editor of the tion Committee in August 2005 after his service as Interim
Stanford Journal of International Law.President and Chief Executive Officer. Also, Mr. Nathanson was
an officer of certain subsidiaries of Charter prior to their
Lynne F. Ramsey, 48, Senior Vice President, Human Resources. acquisition by Charter in 1999 and held the title of Vice
Ms. Ramsey joined Charter’s Human Resources group in March Chairman of Charter’s board of directors, a non-executive, non-
2001 and served as Corporate Vice President, Human Resources. salaried position in 2005. Mr. Allen is the 100% owner and a
She was promoted to her current position in July 2004. Before director of Vulcan Inc. and certain of its affiliates, which
joining Charter, Ms. Ramsey was Executive Vice President of employs Mr. Conn and Ms. Patton as executive officers.
Human Resources for Broadband Infrastructure Group from Mr. Allen also was a director of and indirectly owned 98% of
March 2000 through November 2000. From 1994 to 1999, TechTV, of which Mr. Wangberg, one of our directors, was a
Ms. Ramsey served as Senior Vice President of Human director until the sale of TechTV to an unrelated third party in
Resources for Firstar Bank, previously Mercantile Bank of May 2004. Transactions between Charter and members of the
St. Louis. She served as Vice President of Human Resources for Compensation Committee are more fully described in ‘‘— Direc-
United Postal Savings from 1982 through 1994, when it was tor Compensation’’ and in ‘‘Item 13. Certain Relationships and
acquired by Mercantile Bank of St. Louis. Ms. Ramsey received Related Transactions — Other Miscellaneous Relationships.’’
a bachelor’s degree in Education from Maryville College and a During 2005, (1) none of our executive officers served on
master’s degree in Human Resources Management from Wash- the compensation committee of any other company that has an
ington University. executive officer currently serving on the board of directors,
Compensation Committee or Option Plan Committee and
Paul E. Martin, 45, Senior Vice President, Principal Accounting
(2) none of our executive officers served as a director of another
Officer and Corporate Controller. Mr. Martin has been
entity, one of whose executive officers served on the Compensa-
employed by Charter since March 2000, when he joined Charter
tion Committee or Option Plan Committee, except for Carl
as Vice President and Corporate Controller. In April 2002,
Vogel who served as a director of Digeo, Inc., an entity of
Mr. Martin was promoted to Senior Vice President, Principal
which Paul Allen is a director and by virtue of his position as
Accounting Officer and Corporate Controller and in August
Chairman of the board of directors of Digeo, Inc. is also a non-
2004 was named Interim co-Chief Financial Officer and in April
employee executive officer. Mr. Lovett was appointed a director
2005 was named Interim Chief Financial Officer and ceased
of Digeo, Inc. in December 2005
being Interim Chief Financial Officer on February 6, 2006, upon
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