Charter 2008 Annual Report Download - page 16

Table of Contents
Merritt, and Nathanson. The Compensation and Benefits Committee met six times in 2007 and executed two
unanimous consents in lieu of meetings.
The Finance Committee reviews the Company’s financing activities and approves the terms and
conditions of any financing transactions referred to it by the board, in consultation with the Company’s legal
and financial advisors. The Finance Committee in 2007 consisted of Messrs. Allen and Merritt. The Finance
Committee met four times in 2007 and executed one unanimous written consent in lieu of a meeting.
The Executive Committee has the authority to act in place of the full board of directors and exercise such
powers of the full board as the board may delegate to the Executive Committee from time to time. The
Executive Committee consisted of directors Messrs. Allen, Nathanson and Smit. The Executive Committee
did not meet in 2007.
The Corporate Governance Committee was formed in August 2006 to develop and recommend to the
board corporate governance guidelines and to perform a leadership role in shaping the Company’s corporate
governance. The Committee consists of Messrs. Conn, May and Wangberg. The Corporate Governance
Committee met three times in 2007.
2007 Non-Employee Director Compensation
The following table sets forth information as of December 31, 2007 regarding the compensation to those
non-employee directors listed below for services rendered for the fiscal year ended December 31, 2007.
Non-employee directors are not eligible for option awards within the 2001 Stock Incentive Plan or non-equity
incentive compensation within the 2007 Executive Bonus Plan.
Stock
Fees Earned ($) Awards ($)
Name (1) (2) Total ($)
Paul Allen 83,000 65,000 148,000
W. Lance Conn 55,000 65,000 120,000
Nathaniel A. Davis 60,000 65,000 125,000
Jonathan L. Dolgen 53,000 65,000 118,000
Rajive Johri 60,000 65,000 125,000
Robert P. May 63,000 65,000 128,000
David C. Merritt 95,000 65,000 160,000
Marc B. Nathanson 68,000 65,000 133,000
Jo Allen Patton 52,000 65,000 117,000
John H. Tory 52,000 65,000 117,000
Larry W. Wangberg 64,000 65,000 129,000
(1) Amount attributed to an annual retainer of $40,000 in cash, $1,000 for attendance at each committee
meeting and telephonic meeting of the full board and $2,000 for in-person attendance for full board
meetings. Mr. Allen received an additional $20,000 for service as committee chair of two committees;
Messrs. Nathanson and Wangberg each received an additional $10,000 for service as committee chairs,
and Mr. Merritt received an additional $25,000 for service as Audit Committee Chair.
(2) Amounts Attributed to the annual restricted stock grant for all directors vesting one year after the date of
grant, with a fair value on the date of grant (July 26, 2007) of $65,000. The grant date fair value amount
was calculated in accordance with SFAS No. 123R. For more information on SFAS No. 123R, see
“Impact of Tax and Accounting” under Compensation Discussion and Analysis. The aggregate number
of shares of restricted stock outstanding at fiscal year end for each director was 14,254.
Cash and Equity Compensation. Each non-employee member of the board receives an annual retainer
of $40,000 in cash plus restricted shares of Class A common stock, vesting one year after the date of grant,
with a value on the date of grant of $65,000. In addition, the Audit Committee chair receives $25,000 per
year, and the chair of each other committee receives $10,000 per year. Each committee member also received
$1,000 for attendance at
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008