Charter 2005 Annual Report Download - page 88

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE CODE OF ETHICS
Section 16 of the Exchange Act requires our directors and Charter has adopted a Code of Conduct that constitutes a Code
certain of our officers, and persons who own more than 10% of of Ethics within the meaning of federal securities regulations for
our common stock, to file initial reports of ownership and our employees, including all executive officers, and established a
reports of changes in ownership with the SEC. Such persons are hotline and website for reporting alleged violations of the code
required by SEC regulation to furnish us with copies of all of conduct, established procedures for processing complaints
Section 16(a) forms they file. Based solely on our review of the and implemented educational programs to inform our employ-
copies of such forms furnished to us and written representations ees regarding the Code of Conduct. The Code of Conduct is
from these officers and directors, we believe that all Sec- posted on Charter’s website at www.charter.com.
tion 16(a) filing requirements were met in 2005.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE December 31, 2003, 2004 and 2005. These officers consist of
three individuals who served as Chief Executive Officer, and
The following table sets forth information as of December 31, each of the other four most highly compensated executive
2005 regarding the compensation to those executive officers officers as of December 31, 2005.
listed below for services rendered for the fiscal years ended
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)
Neil Smit(2) 2005 415,385 1,200,000(9) —3,278,500(21) 3,333,333 23,236(28)
President and Chief 2004 —— — —— —
Executive Officer 2003 —— — —— —
Robert P. May(3) 2005 —838,900(10) 1,360,239(16) 180,000(22) ——
Former Interim President and 2004 —— 10,000(16) 50,000(22) ——
Chief Executive Officer 2003 —— — —— —
Carl E. Vogel(4) 2005 115,385 —1,428(17) ——1,697,451(29)
Former President and Chief 2004 1,038,462 500,000(11) 38,977(17) 4,729,400(23) 580,000 3,239
Executive Officer 2003 1,000,000 150,000(12) 40,345(17) —750,000 3,239
Michael J. Lovett(5) 2005 516,153 377,200 14,898(18) 265,980(24) 216,000 59,013(30)
Executive Vice President and 2004 291,346 241,888 7,797(18) 355,710(24) 172,000 6,994
Chief Operating Officer 2003 81,731 60,000 2,400(18) —100,000 1,592
Paul E. Martin(6) 2005 350,950 299,017(13) —52,650(25) 83,700 7,047
Senior Vice President, 2004 193,173 25,000(13) —269,100(25) 77,500 6,530
Principal Accounting Office 2003 167,308 14,000 ———4,048
and Corporate Controller
Wayne H. Davis(7) 2005 409,615 184,500 —108,810(26) 145,800 3,527
Executive Vice President and 2004 269,231 61,370(14) —435,635(26) 135,000 2,278
Chief Technical Officer 2003 212,885 47,500 581(19) —225,000 436
Sue Ann R. Hamilton(8) 2005 362,700 152,438 —107,838(27) 145,000 6,351
Executive Vice President — 2004 346,000 13,045 —245,575(27) 90,000 3,996
Programming 2003 225,000 231,250(15) 4,444(20) —200,000 1,710
(1) Except as noted in Notes 28 through 30 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. Smit joined Charter in August 2005 in his current position.
(3) Mr. May served as Interim President and Chief Executive Officer from January 2005 through August 2005.
(4) Mr. Vogel resigned from all of his positions with Charter and its subsidiaries in January 2005.
(5) Mr. Lovett joined Charter in August 2003 and was promoted to his current position in April 2005.
(6) Mr. Martin joined Charter in March 2000. He served as Charter’s Interim Chief Financial Officer from August 2004 until February 6, 2006, upon appointment of Jeffrey
Fisher as the new Chief Financial Officer.
(7) Mr. Davis joined Charter in December 2001 and was promoted to his current position in June 2004.
(8) Ms. Hamilton joined Charter in March 2003 and was promoted to her current position in April 2005.
(9) Pursuant to his employment agreement, Mr. Smit received a $1,200,000 bonus for 2005.
(10) This bonus was paid pursuant to Mr. May’s Executive Services Agreement. See ‘‘Employment Arrangements.’’
(11) Mr. Vogel’s 2004 bonus was a mid-year discretionary bonus.
(12) Mr. Vogel’s 2003 bonus was determined in accordance with the terms of his employment agreement.
(13) Includes (i) for 2005, a bonus of $50,000 for his services as Interim Co-Chief Financial Officer and a discretionary bonus of $50,000 and (ii) for 2004, a SOX
implementation bonus of $25,000.
(14) Mr. Davis’ 2004 bonus included a $50,000 discretionary bonus.
(15) Ms. Hamilton’s 2003 bonus included a $150,000 signing bonus.
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