In the last two years, any discussion of Charter (CHTR) has
not been without reference to the equity incentive package issued to the senior
management team of the company in 2016. Greg Maffei has spoken about it to
anybody who will listen (which is a lot of people because Maffei has a good
track record as an investor). Seeking Alpha/VIC/COBF/etc. posts have also referenced
it. But I had yet to see it quantified. Of course, there’s the headline figure
of $99 million for Tom Rutledge (CEO) from the 2016 proxy statement. But
serious investors know that the Summary Compensation Table in the proxy
statements tells us almost nothing about the reality of
compensation plans.
To really understand things, I’ve tried to make sense of
that particularly large equity package granted to the management team by
quantifying the pay-outs to the CEO in the event of the stock price reaching
various thresholds. The results are in the following table:
Note:
I have calculated the payout at each threshold assuming
Rutledge exercised all of his options at that threshold. So, for example, the 364.97
threshold assumes that options vested at 289.76 are also held and exercised (or
exercised and stock held) at 364.97 per share.
It could, just as easily, be argued that the decision to
hold from 289.76 to 364.97 is Rutledge’s own investment decision unrelated to
any equity incentive envisioned by the BOD. However, it could also be argued
that, if he believed in these targets, there is no reason he wouldn’t hold as
many options as he could as long as he could. In that case, to see the maximum upside
to Rutledge, we must assume that he does hold these options.
In reality, he likely does not have the type of additional liquid
funds required to exercise the options, hold the underlying stock, and to pay
taxes thereon. So readers can make their own changes to the calculation as
needed. There are too many permutations and combinations for me to address them
all here. The conclusion remains that this award package should serve to
incentivize Rutledge rather well.
Perhaps, more than well.
There are also further small equity awards/grants, but I have only attempted to quantify the large award from 2016 which is the largest portion of Rutledge's compensation 2016 onwards.
Disclosure/Disclaimer:
I own shares of CHTR (through LBRDK). Under no circumstances
should this communication be construed as investment advice or a recommendation
to buy or sell any security, whether expressed or implied. Factual statements
are believed to be truthful and reliable, but are not warranted against errors
or omissions. Please do your own due diligence prior to investing.
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