Charter 2008 Annual Report Download - page 20

Table of Contents
Compensation Discussion and Analysis
Overview
The following discussion and analysis of compensation arrangements of our Named Executive Officers
(including our Chief Executive Officer, Chief Financial Officer, and other executive officers appearing in the
Summary Compensation Table) in 2006 and 2007 should be read together with the compensation tables and
related disclosures set forth elsewhere in this proxy statement.
Role of the Compensation and Benefits Committee
The Compensation and Benefits Committee of our board of directors is responsible for overseeing the
overall compensation structure, policies and programs of our Company, assessing whether our compensation
structure results in appropriate compensation levels and incentives for executive management and employees
of the Company and subsidiaries.
Our Chief Executive Officer (“CEO”) annually reviews the performance of each of the other Named
Executive Officers. He recommends to the Compensation and Benefits Committee salary adjustments, annual
cash bonuses and equity incentive compensation applying specific performance metrics that have been
approved by the Compensation and Benefits Committee at the beginning of each year for the other Named
Executive Officers. The Compensation and Benefits Committee has, on occasion, requested certain
executives to be present at Compensation and Benefits Committee meetings where executive compensation
and Company and individual performance are discussed and evaluated. These executives are invited for the
purpose of providing insight or suggestions regarding executive performance objectives and/or achievements,
and the overall competitiveness and effectiveness of our executive compensation program. Although the
Compensation and Benefits Committee considers the CEO’s recommendations along with analysis provided
by the Compensation and Benefits Committee’s compensation consultants, it retains full discretion to set all
compensation for the Company’s Named Executive Officers, except that the Compensation and Benefits
Committee’s recommendations for the CEO’s compensation goes before our full board of directors, with
non-employee directors voting on the approval of any recommendations, subject to any employment
agreements.
The Compensation and Benefits Committee has the discretion to directly engage the services of a
compensation consultant or other advisors and has done so in the past. Beginning in 2006, it retained the
services of Pearl Meyer & Partners to conduct a comprehensive assessment of our annual executive
compensation program relative to competitive markets, as well as conduct an analysis on certain retention
strategies for our senior management team. Pearl Meyer & Partners was retained directly by the Committee,
although in carrying out assignments, it also interacted with management when necessary and appropriate.
Pearl Meyer & Partners may, in its discretion, seek input and feedback from management regarding its
consulting work product prior to presentation to the Compensation and Benefits Committee in order to
confirm alignment with the Company’s business strategy, identify data questions or other similar issues, if
any, prior to presentation to the Compensation and Benefits Committee.
Compensation Philosophy and Objectives
The Compensation and Benefits Committee believes that attracting and retaining well-qualified
executives is a top priority. The Compensation and Benefits Committee’s approach is to compensate
executives commensurate with their experience, expertise and performance, as well as to ensure that its
compensation programs are competitive to executive pay levels within the cable, telecommunications, and
other related industries that define our competitive labor markets. We seek to uphold this philosophy through
attainment of the following objectives:
Pay-for-Performance. We seek to ensure that the amount of compensation for each Named Executive
Officer is reflective of the executive’s performance and service to the Company for the time period under
consideration. Our primary measures of performance used to gauge appropriate levels of performance-based
compensation have included revenue, adjusted EBITDA, unlevered free cash flow, operating cash flow, new
product growth, operational improvements, customer satisfaction, and/or such other metrics as the
Compensation and Benefits Committee shall determine is then critical to the long-term success of the
Company at that time. While we believe that our executives are best motivated when they believe that their
performance objectives are attainable, we also believe
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008