DEF 14A of Cable One, Inc., Apr 9, 2024

DEF 14A of Cable One, Inc.

Filed Apr 9, 2024 · FY20230001632127-24-000046

Open on EDGAR

  1. For the Annual Meeting of Stockholders to be Held on May 16, 2024

    | The Relationship Between Executive Compensation Actually Paid and Performance | 62 | | Financial Performance Measures | 63 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2023 | 64 | | DIRECTOR COMPENSATION | 65 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 67 | | EQUITY COMPENSATION PLAN INFORMATION | 69 | | REPORT OF THE AUDIT COMMITTEE | 70 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 71 | | DELINQUENT SECTION 16(a) FILINGS | 72 | | STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 72 | | HOUSEHOLDING OF PROXY MATERIALS | 73 | | OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING | 73 | | ANNEX A: Use of Non-GAAP Financial Measures | A-1 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The nominees for election as director, to serve until the 2025 Annual Meeting of Stockholders and until their successor is elected and qualified, are: P. Robert Bartolo, Brad D. Brian, Deborah J. Kissire, Julia M. Laulis, Mary E. Meduski, Thomas O. Might, Sherrese M. Smith, Wallace R. Weitz, and Katharine B. Weymouth. All nominees are currently directors of the Company. The candidates for election have been nominated by the Board based on the recommendation of the Nominating and Governance Committee. In choosing directors and nominees, we seek individuals of the highest personal and professional ethics, integrity, business acumen and commitment to representing the long-term interests of our stockholders and other stakeholders. In respect to its composition, the Board considers the diversity, skills and experience of prospective nominees in the context of the needs of the Board and seeks directors who are “independent” under applicable law and listing standards. Although our Corporate Governance Guidelines and the Nominating and Governance Policy Statement do not prescribe specific standards regarding Board diversity, the Board considers, as a matter of practice, the diversity of prospective nominees (including incumbent directors), both culturally and in terms of the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. While diversity and the variety of viewpoints, backgrounds and experiences represented on the Board are always considered, the Board believes that a prospective nominee should not be chosen nor excluded solely or principally because of factors such as race, creed, color, religion, national origin, sex/gender, affectional or sexual orientation, gender identity, age or disability. The Board is committed to evaluating diverse candidates for every vacancy, and consistent with its past practice, it will include women and/or persons of color in each candidate pool from which non-incumbent director nominees are selected. Over the last five years, the Board has elected three new female directors, including one who is African American. Directors are elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. The Board knows of no reason that would cause any nominee to be unable to act or to refuse to accept their nomination or election. In the event that any nominee for election withdraws or for any reason is not able to serve as a director, the individuals acting as your proxies may vote for such other person as the Board may nominate. In addition to the information presented below regarding each nominee’s specific qualifications, skills, attributes and experience that led the Board to conclude that the nominee should serve as a director, the Board believes each nominee has an established record of demonstrated accomplishments in areas relevant to our strategy and operations. Each nominee also shares characteristics identified in our Corporate Governance Guidelines and the Nominating and Governance Policy Statement as essential to a well-functioning deliberative body, including: honesty, integrity, judgment, acumen, ethics, financial literacy, independence, competence, diligence and commitment to the interests of our stockholders to build long-term stockholder value. All of the directors and nominees have held senior positions as leaders of complex organizations and gained expertise in core skill areas, such as industry experience, operations and customer service, technology and innovation, leadership and strategy, corporate governance, talent management and development, brand management, financial literacy or expertise, risk management, and legal or regulatory. They have significant experience in enterprise compliance oversight through their positions as senior executives and as directors of public companies and other institutions. These skills and experience are pertinent to our current and evolving business strategies, as well as to the Board’s oversight role, and enable the directors to provide diverse perspectives with respect to the complex issues we face. As described in our Corporate Governance Guidelines, it is the policy of the Board that no director be nominated to a new term if they would be age 75 or older at the time of the election, unless the Board, upon recommendation of the Nominating and Governance Committee, determines that it is in the best interests of the Company and its stockholders for the director to continue to serve on the Board for an additional term. When conducting its annual assessment of incumbent directors in advance of its recommendation of a slate of nominees for appointment to the Board, the Nominating and Governance Committee determined that although he will be age 75 at the time of his election, it would be in the best interests of the Company and its stockholders for Mr. Weitz to continue to serve on the Board for another term. In reaching this determination, the Nominating and Governance Committee took into consideration Mr. Weitz’s substantial experience, including his finance experience and perspective as an investor in public companies, knowledge and high level of commitment to the Company, among other factors. As a result, the Nominating and Governance Committee recommended to the Board that it waive the age limitation policy to permit Mr. Weitz to stand for re-election at the Annual Meeting. The Board concurred with the Nominating and Governance Committee’s recommendation, and approved Mr. Weitz’s re-nomination. Mr. Weitz recused himself from all Board discussions of the waiver and abstained from the vote with respect to himself. The following matrix and biographies highlight significant qualifications, skills, attributes and experience of each of our directors who is a nominee for election as a director at the Annual Meeting. The matrix is a summary only; therefore, it does not include all of the qualifications, skills, attributes and experience that each director offers, and the fact that a particular qualification, skill, attribute or experience is not listed does not mean that a director does not possess it.

  3. Director Nominee Skills and Demographic Matrix

    Director Nominee Skills and Demographic Matrix

  4. Director Nominee Skills and Demographic Matrix

    | Skill | P.R. Bartolo | B. Brian | D. Kissire | J. Laulis | M. Meduski | T. Might | S. Smith | W. Weitz | K. Weymouth | | Industry Experience | ✔ | | | ✔ | ✔ | ✔ | ✔ | | ✔ | | Operations/Customer Service | | | | ✔ | ✔ | ✔ | ✔ | | ✔ | | Technology and Innovation | ✔ | | | ✔ | ✔ | ✔ | ✔ | | ✔ | | Leadership and Strategy | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Corporate Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Talent Management and Development | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Brand Management | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Literacy or Expertise | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Legal or Regulatory | | ✔ | | | | | ✔ | | ✔ | | Gender | Male | Male | Female | Female | Female | Male | Female | Male | Female | | Race/Ethnicity | | | | | | | | | | | African American | | | | | | | ✔ | | | | Asian/ Pacific Islander | | | | | | | | | | | White/Caucasian | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Hispanic/Latino | | | | | | | | | | | Native American | | | | | | | | | |

  5. Nominees for Election as Director

    Nominees for Election as Director

  6. P. Robert Bartolo, Age 52, Director since 2023

    P. Robert Bartolo, Age 52, Director since 2023

  7. Committee Memberships

    Committee Memberships

  8. Committee Memberships

    | ■ | Audit |

  9. Independent Director

    Independent Director Mr. Bartolo is chair of the board of directors of Crown Castle Inc. (“Crown Castle”) and has served in that role since May 2022. He has been a director of Crown Castle since February 2014. Mr. Bartolo served as Vice President of T. Rowe Price Group, Inc., as well as a portfolio manager in the company’s U.S. Equity Division from March 2005 to January 2014. From October 2007 to January 2014, Mr. Bartolo served as Executive Vice President of the U.S. Growth Stock Fund and chairman of that fund’s Investment Advisory Committee. Mr. Bartolo also analyzed and recommended companies in the telecommunications, cable and related industries for T. Rowe Price from August 2002 to March 2007 and co-managed the Media and Telecom Fund from March 2005 to March 2007. Mr. Bartolo graduated from the University of Southern California with a bachelor’s degree in accounting and later earned an MBA from The Wharton School, University of Pennsylvania. Mr. Bartolo has earned the Chartered Financial Analyst® designation. Mr. Bartolo brings to the Board his perspective as an investor, his experience in the telecommunications industry and risk management, as well as significant experience in governance and strategy.

  10. Brad D. Brian, Age 72, Director since 2015

    Brad D. Brian, Age 72, Director since 2015

  11. Committee Memberships

    Committee Memberships

  12. Committee Memberships

    | ■ | Compensation and Talent Management | | ■ | Nominating and Governance |

  13. Independent Director

    Independent Director Mr. Brian is a national trial lawyer and Chair of the law firm Munger, Tolles & Olson LLP, having practiced there for more than 40 years. A complex civil and criminal litigator, Mr. Brian is a Fellow in the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Brian has represented numerous Fortune 500 corporations in lawsuits and government investigations. This work has included trials, regulatory investigations and internal corporate investigations. He also has defended companies against more than 40 lawsuits filed under the qui tam provisions of the False Claims Act. Mr. Brian is the co-editor of Internal Corporate Investigations (ABA 4th Ed. 2017). Mr. Brian was named a “Litigator of the Year” by The American Lawyer in 2016. He serves on several non-profit boards, including the board of trustees of the UC Berkeley Foundation. Mr. Brian graduated magna cum laude from Harvard Law School and with great distinction from the University of California at Berkeley. Mr. Brian brings to the Board his experience as a high-stakes litigator and enterprise risk advisor for numerous Fortune 500 corporations and his extensive understanding of complex legal matters.

  14. Deborah J. Kissire, Age 66, Director since 2015

    Deborah J. Kissire, Age 66, Director since 2015

  15. Committee Memberships

    Committee Memberships

  16. Committee Memberships

    | ■ | Audit |

  17. Committee Memberships

    Ms. Kissire retired as a partner of Ernst & Young LLP (“EY”), an independent registered public accounting firm, in July 2015 after a 36-year career. Ms. Kissire held multiple senior leadership positions during her career at EY, serving most recently as EY’s Vice Chair and East Central Region Managing Partner as well as a member of the Americas Executive Board. Other positions held include the U.S. Vice Chair of Sales and Business Development and National Director of Retail and Consumer Products Tax Services. Throughout her career at EY, Ms. Kissire’s leadership skills and vision were leveraged for strategic firm initiatives and programs such as their Partner Advisory Council, Strategy Task Force, Gender Equity Task Force, Vision 2000 Sales Task Force, and Global Vision 2020. Ms. Kissire serves on the boards of Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings, Celanese Corporation, a global chemical and specialty materials company that engineers and manufactures a wide variety of products, and Omnicom Group Inc., a global marketing and corporate communications holding company, and she has served on the boards of Goodwill Industries of Greater Washington and Junior Achievement USA. Ms. Kissire earned her BBA in Accounting, from Texas State University. Ms. Kissire brings to the Board her significant experience in public company financial reporting, accounting and internal control matters, risk management of financial, accounting and tax matters, including related digital security matters, as well as significant experience in governance, strategy, and talent management and development.

  18. Julia M. Laulis, Age 61, Director since 2017

    Julia M. Laulis, Age 61, Director since 2017

  19. Committee Memberships

    Committee Memberships

  20. Committee Memberships

    | ■ | Executive |

  21. Chair of the Board, President and CEO

    Chair of the Board, President and CEO Ms. Laulis has been Chair of the Board since January 2018, CEO and a member of the Board since January 2017 and President of Cable One since January 2015. Ms. Laulis joined Cable One in 1999 as Director of Marketing – NW Division. In 2001, she was named Vice President of Operations for the SW Division. In 2004, she became responsible for starting up Cable One’s Phoenix Customer Care Center. Ms. Laulis was named Chief Operations Officer in 2008, responsible for the Company’s three operation divisions and two call centers. In 2012, Ms. Laulis was named Chief Operating Officer, adding sales, marketing and technology to her responsibilities. In January 2015, she was promoted to President and Chief Operating Officer. Prior to joining Cable One, Ms. Laulis was with Jones Communications in the Washington, D.C. area and Denver, Colorado, where she served in various marketing management positions. Ms. Laulis began her 40-year career in the cable industry with Hauser Communications. Ms. Laulis graduated from Indiana University in Bloomington with a bachelor’s degree in Telecommunications. Ms. Laulis serves on the boards of The AES Corporation, a global energy company, CableLabs and C-SPAN. In addition to her role as President and CEO, Ms. Laulis brings to the Board significant operational and leadership experience as well as intimate knowledge and perspective about the strategic and operational opportunities and challenges, economic and industry trends, and our competitive and financial positioning, based on her various executive roles at Cable One and her experience in the industry.

  22. Mary E. Meduski, Age 65, Director since 2019

    Mary E. Meduski, Age 65, Director since 2019

  23. Committee Memberships

    Committee Memberships

  24. Committee Memberships

    | ■ | Executive | | ■ | Nominating and Governance |

  25. Committee Memberships

    Ms. Meduski has served as President and Chief Financial Officer (“CFO”) and a director of TierPoint, LLC, a leading national provider of information technology (“IT”) and data center services, since December 2015. She also serves as President and CFO of Cequel III, LLC, TierPoint’s management company. With a vast network of data centers, cloud platforms, and IT experts, TierPoint delivers customized solutions that help its enterprise clients improve business performance and manage risk. Prior to joining TierPoint, Ms. Meduski served as Executive Vice President and CFO of Suddenlink Communications, a cable telecommunications company, from 2006 until 2015. Before joining Suddenlink Communications, Ms. Meduski served as Executive Vice President and CFO of AAT Communications Corp., the largest privately owned wireless tower company in the United States at the time. Prior to joining AAT Communications, she was a managing director in the Media and Communications Investment Banking Groups of TD Securities and BankBoston Securities. Ms. Meduski holds a bachelor’s degree from Cornell University. She is a member of the Cornell University Board of Trustees, where she serves as Co-Chair of the Finance Committee, Chair of the National Annual Fund Campaign, and member of the Executive Committee, Audit, Risk and Compliance Committee, and the Development Committee. She serves on the Steering Committee of the President’s Council of Cornell Women and the College of Arts and Sciences Dean’s Advisory Council. Additionally, she earned an MBA from Boston University, where she graduated first in her class. Ms. Meduski brings to the Board her significant leadership, financial, strategic and operating experience in the communications, media and technology industries.

  26. Thomas O. Might, Age 72, Director since 1995

    Thomas O. Might, Age 72, Director since 1995

  27. Independent Director since 2021

    Independent Director since 2021 Mr. Might has been a member of the Board of Cable One, Inc. since 1995. Prior to his retirement from Cable One in December 2017, Mr. Might served as Executive Chairman in 2017, as Chairman of the Board from 2015 to 2017, as CEO from 1994 to 2016 and as President from 1994 to 2014. Mr. Might joined The Washington Post Company (now named Graham Holdings Company) in 1978 as assistant to publisher Donald E. Graham after serving a summer internship at the newspaper in 1977. He was promoted to Vice President-Production in 1982 and served in that position until 1987, when he became Vice President-Production and Marketing. In 1991, Mr. Might was named Vice President-Advertising Sales. In 1993, Mr. Might was promoted to President and Chief Operating Officer (“COO”) of Cable One. He became President and CEO of Cable One in 1994 and was elected to the Board in 1995. Mr. Might was a Combat Engineer Officer in the U.S. Army from 1972 to 1976. He graduated from Georgia Tech with a bachelor’s degree in industrial engineering and has an MBA from Harvard Business School.Mr. Might brings to the Board leadership and management oversight skills as well as intimate knowledge and perspective about our history, strategic and operational opportunities and challenges, economic and industry trends, and our competitive and financial positioning, based on his various executive roles at Cable One.

  28. Sherrese M. Smith, Age 52, Director since 2020

    Sherrese M. Smith, Age 52, Director since 2020

  29. Committee Memberships

    Committee Memberships

  30. Committee Memberships

    | ■ | Audit | | ■ | Nominating and Governance |

  31. Independent Director

    Independent Director Ms. Smith has served as a corporate partner at the law firm Paul Hastings LLP since August 2013 and currently serves as Managing Partner of the firm. She is a member of the firm’s media, technology and telecommunications practice and serves as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., EU, and Asia). Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission (the “FCC”) from July 2009 to June 2013. She was Vice President and General Counsel of Washington Post Digital from July 2002 to July 2009. Ms. Smith serves on the boards of Gen Digital Inc., a leading provider of consumer cyber safety solutions, America’s Public Television Stations (APTS) and the Philip Merrill College of Journalism at the University of Maryland. She is also an Active Member of the Northwestern Law Board. Ms. Smith graduated from Northwestern University Pritzker School of Law and the University of South Carolina. Ms. Smith brings to the Board her experience in counseling companies on complex transactional and regulatory issues involving media, communications and technology companies, including regarding data privacy and cybersecurity, as well as her insights from having previously served at the FCC.

  32. Wallace R. Weitz, Age 74, Director since 2015

    Wallace R. Weitz, Age 74, Director since 2015

  33. Wallace R. Weitz, Age 74, Director since 2015

    | ■ | Audit | | ■ | Compensation and Talent Management | | ■ | Executive |

  34. Independent Director

    Independent Director Mr. Weitz founded the investment management firm Weitz Investment Management, Inc. in 1983 and has since served in various roles at Weitz Investment Management, including Chief Investment Officer, President and Portfolio Manager. Mr. Weitz co-manages the Partners III Opportunity Fund and the Weitz Multi-Cap Equity Fund, each of which is managed by Weitz Investment Management. Mr. Weitz has served as a Trustee of the Weitz Funds since 1986. Mr. Weitz began his career in New York as a securities analyst before joining Chiles, Heider & Co. in Omaha, Nebraska in 1973. There, he spent 10 years as an analyst and portfolio manager. Mr. Weitz is the Chair of the board of trustees for Carleton College and serves on various other non-profit boards. Additionally, he serves as a director of Berkshire Hathaway Inc. He graduated from Carleton College with a bachelor’s degree in economics. Mr. Weitz brings to the Board his substantial leadership and financial experience as the founder of Weitz Investment Management as well as his extensive experience as an investor in public companies.

  35. Katharine B. Weymouth, Age 57, Director since 2015

    Katharine B. Weymouth, Age 57, Director since 2015

  36. Committee Memberships

    Committee Memberships

  37. Committee Memberships

    | ■ | Compensation and Talent Management |

  38. Independent Director

    Independent Director Ms. Weymouth has served as COO at FamilyCare, a start-up in the mental health space, since 2021. From 2017 to 2021 she served as COO and CEO of The Chef Market (formerly dineXpert), a group buying organization working with independent restaurants. Ms. Weymouth was Publisher and CEO of The Washington Post from 2008 through the end of 2014. Prior to becoming Publisher and CEO, Ms. Weymouth performed a number of different roles on the business side of The Washington Post including as Vice President of the Advertising department. She began her career as an attorney, practicing for eight years, including clerking for a year on the Ninth Circuit and spending several years as a litigator at the boutique law firm Williams & Connolly. Ms. Weymouth also serves on the board of Republic Services, Inc., an environmental service company, Xometry, Inc., an on-demand industrial parts marketplace, Graham Holdings Company, our parent company prior to our July 2015 spin-off, and Sequoia Fund, Inc., a mutual fund company. Ms. Weymouth is trustee for the Philip L. Graham Fund and is a director of Grace Reproductive Health Services. Ms. Weymouth earned her JD from Stanford Law School and graduated magna cum laude with a BA from Harvard. Ms. Weymouth brings to the Board (i) leadership, management, and CEO experience gained through numerous leadership positions at The Washington Post, including Publisher and CEO, and as the former COO and former CEO of The Chef Market (formerly dineXpert); (ii) strategy and marketing experience from her eight years in the advertising department at The Washington Post, where as Vice President of Advertising she led the transformation of The Washington Post from a print newspaper business to a digital content business; and (iii) historical knowledge of our business, strategy and corporate culture from her time as a director of Graham Holdings Company. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

  39. 2023 Annual Meeting Voting Results for Election of Directors

    2023 Annual Meeting Voting Results for Election of Directors On May 19, 2023, we held our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, Katharine Weymouth, one of our nominees for election as a director at the Annual Meeting, received approximately 72% of the votes cast in favor of her election and approximately 28% of the votes cast against her election. We believe the votes cast against Ms. Weymouth were driven primarily by the “overboarding” policies of certain institutional investors that set limits on the number of public company boards of directors on which a nominee for director may serve. These “overboarding” policies are general policies that various institutional investors and corporate governance firms apply to all public companies, often without regard to individual circumstances. In addition to serving as a member of the Board, during 2023 Ms. Weymouth served, and currently continues to serve, on the boards of Republic Services, Inc., Xometry, Inc., Graham Holdings Company (our parent company prior to our July 2015 spin-off), and the Sequoia Fund, Inc., a mutual fund company. Prior to the Board’s review and determination of the director nominees for the Annual Meeting, we conducted stockholder outreach during the first quarter of 2024. As part of our outreach efforts, we contacted stockholders estimated to hold over 65% of our outstanding shares of common stock to solicit feedback regarding our governance matters, including any “overboarding” concerns. The Board’s decision to renominate Ms. Weymouth for election at the Annual Meeting was based on a number of factors, including, but not limited to:

  40. 2023 Annual Meeting Voting Results for Election of Directors

    | ■ | The Board’s understanding that the votes against Ms. Weymouth were driven primarily by voting policies under which Ms. Weymouth is considered to be “overboarded.” |

  41. 2023 Annual Meeting Voting Results for Election of Directors

    | ■ | The Board does not believe Ms. Weymouth’s service on other public company boards has adversely affected her service to the Company in her capacity as a director, noting in particular: |

  42. 2023 Annual Meeting Voting Results for Election of Directors

    | o | Ms. Weymouth’s consistently high level of commitment towards the Company and regular engagement with management; and |

  43. 2023 Annual Meeting Voting Results for Election of Directors

    | o | Ms. Weymouth’s perfect attendance record for Board and Board committee meetings during the past four years. |

  44. 2023 Annual Meeting Voting Results for Election of Directors

    | ■ | The feedback received from stockholders as a result of our outreach efforts. |

  45. 2023 Annual Meeting Voting Results for Election of Directors

    | ■ | The numerous benefits derived from Ms. Weymouth’s service on the Board, including her: |

  46. 2023 Annual Meeting Voting Results for Election of Directors

    | o | Deep understanding of, and long-standing connections to, our business, strategy and corporate culture, both as a member of the Board and as a member of the board of directors of Graham Holdings Company (our parent company prior to our July 2015 spin-off), where she has served as a director since January 2010; | | o | Leadership, management, and CEO experience gained through numerous leadership positions at The Washington Post, including Publisher and CEO, and as the former COO and former CEO of The Chef Market (formerly dineXpert); and | | o | Strategy and marketing experience from her eight years in the advertising department at The Washington Post, where as Vice President of Advertising she led the transformation of The Washington Post from a print newspaper business to a digital content business. |

  47. Executive Compensation and Governance “Best Practices”

    | ■ | Both annual bonuses and the majority of annual equity incentive awards for executives are based on financial and/or operating performance against pre-defined objective goals (with no discretion to increase payouts). |

  48. Executive Compensation and Governance “Best Practices”

    | ■ | The C&TM Committee engages an independent compensation consultant. |

  49. Executive Compensation and Governance “Best Practices”

    | ■ | We do not provide any “single trigger” payments or benefits upon a change of control of the Company. |

  50. Executive Compensation and Governance “Best Practices”

    | ■ | We do not provide gross-up payments on excise taxes under Section 280G or Section 409A of the Code upon a change of control of the Company. |

  51. Highlights of Our 2023 Executive Compensation Program

    Highlights of Our 2023 Executive Compensation Program The actions we took with respect to our 2023 executive compensation program were intended to ensure the overall competitiveness of the program from both a recruiting and retention standpoint. Even with pay adjustments made for 2022, target total direct compensation for our executive officers remained significantly below peer median levels. As a result, for 2023 we took steps to increase our target total direct compensation closer to the peer median compensation levels, while preserving our traditional approach of making a substantial portion of our executive’s compensation at-risk and tied to objective performance goals. In addition, for 2023, we determined to differentiate the performance criteria used to determine funding under our 2023 Annual Executive Bonus Plan (the “2023 Bonus Plan”) and for our 2023 performance-based equity awards as described in more detail below. We believe that differentiating the performance criteria we use for short-term and long-term incentive compensation enhances our overall executive compensation practices.

  52. Highlights of Our 2023 Executive Compensation Program

    | ■ | Annual Cash Incentives – For 2023, payouts under the 2023 Bonus Plan were earned based on achievement of goals related to year-over-year Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA. These measures reward strong financial performance and align with our internal approach to managing our business. The 2023 target bonus opportunity as a percentage of salary for each NEO remained the same as 2022 levels, except for an increase in Mr. Johnson’s target bonus opportunity as a percentage of salary in connection with his promotion to Chief Technology and Digital Officer, effective on January 1, 2023. For additional information, please see “Compensation Setting Process” and “Elements of Our Compensation Program – Annual Cash Incentive Program” below. |

  53. Highlights of Our 2023 Executive Compensation Program

    | ■ | Long-Term Equity Incentives – For 2023, we refined our long-term equity incentive program by: (i) changing the performance criteria used for our long-term incentive program, which differentiates the performance criteria we use for short-term and long-term incentive compensation; and (ii) changing the vesting schedule for our service-based vesting equity incentive awards from vesting over four equal annual installments to three equal annual installments in order to align with market practice and maintain the mix of performance-based and service-based incentive compensation over the life of the awards. The 2023 performance-based restricted stock unit awards (“PSUs”) vest based on a one-year adjusted free cash flow performance metric (defined as Adjusted EBITDA less capital expenditures) and a three-year relative total shareholder return (“TSR”) multiplier using a TSR peer group that consists of fifteen industry peers. We believe Adjusted EBITDA less capital expenditures is one of our most important financial performance measures, is well understood by our executive team, and will incentivize performance that should drive long-term value creation for our stockholders. We believe the use of a three-year relative TSR multiplier serves to both incentivize and reward strong financial performance and align the interests of our executives and stockholders over the longer term. For additional information, please see “Compensation Setting Process” below and “Elements of Our Compensation Program – Long-Term Annual Equity Incentive Awards” below. |

  54. Our Executive Compensation Program and Practices

    | ■ | Annual Cash Incentives – Motivate strong operating performance by tying any payout to achievement against pre-established annual financial and/or operating goals. |

  55. Our Executive Compensation Program and Practices

    | ■ | Long-Term Equity Incentives – Align the interests of executives with those of our long-term stockholders by motivating them to build stockholder value over the long-term. The majority (60%) of annual long-term equity incentives for our NEOs are delivered in the form of PSUs with vesting tied to achievement against pre-established financial goals and relative TSR performance. Restricted stock units (“RSUs”) are earned based on service and enhance retention over the same period. Newly hired or promoted executives have typically received long-term equity incentives in the form of RSUs. |

  56. Our Executive Compensation Program and Practices

    | ■ | Other Benefits – Provide other benefits that are competitive and consistent with the market, including health and welfare benefits that are broadly uniform with those offered to all full-time employees; minimal perquisites; and limited severance benefits in the event of an involuntary termination not involving a change of control. |

  57. Objectives of Our Executive Compensation Program

    | ■ | Motivate executives to enhance our overall performance and profitability through the successful execution of our short- and long-term business strategies, with an emphasis on the long-term. |

  58. Objectives of Our Executive Compensation Program

    | ■ | Align the long-term interests of our executives and stockholders through meaningful ownership of our stock and by rewarding stockholder value creation. |

  59. Compensation Setting Process

    Compensation Setting Process The C&TM Committee reviewed and approved the compensation of each of our NEOs for 2023. The factors that influence the amount of compensation awarded include: market competition for a particular position; an individual’s experience inside or outside the Company; any changes in role and responsibilities; an individual’s performance; the value of the position within the Company and internal pay equity; succession planning; our financial performance; retention; and advice from the C&TM Committee’s independent compensation consultant. Determinations for our CEO were made after consideration of individual and Company performance, along with an examination of external market data of our industry peer group. For our NEOs other than our CEO, the C&TM Committee’s determinations of compensation were also informed by the recommendations of our CEO. In making its executive compensation decisions, the C&TM Committee does not target a specific percentile for pay, but instead examines external market data of our industry peer group (described below under “Use of Peer Companies”) as a guide.

  60. Independent Compensation Consultant

    Independent Compensation Consultant The C&TM Committee has the sole authority to retain and dismiss an independent compensation consultant. The C&TM Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), a national executive compensation consulting firm, as its independent consultant. FW Cook reviewed and provided recommendations concerning all of the elements of our executive compensation programs for 2023 and 2024. FW Cook performed services solely on behalf of the C&TM Committee and had no relationship with the Company or management except as it may relate to performing such services. The C&TM Committee assessed the independence of FW Cook pursuant to the rules of the SEC and the NYSE and concluded that FW Cook is independent and no conflict of interest exists with respect to the services it provided to the C&TM Committee. In 2024, the C&TM Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national executive compensation consulting firm, to replace FW Cook as the Committee’s independent executive compensation consultant. The C&TM Committee assessed the independence of Pearl Meyer and its individual lead consultant pursuant to the rules of the SEC and the NYSE and concluded that both Pearl Meyer and its individual lead consultant are independent and no conflict of interest exists with respect to the services to be provided to the C&TM Committee.

  61. Use of Peer Companies

    Use of Peer Companies In determining our NEOs’ 2023 compensation, the C&TM Committee, with the help of FW Cook, compared each element of compensation to that of a related industry peer group for the purpose of assessing the competitiveness of compensation provided to our NEOs. The peer group was primarily comprised of publicly traded cable, internet and telecommunications companies of similar size and was supplemented by technology companies with broadly comparable gross margins and capital expenditures as a percentage of revenues. At the time of the FW Cook compensation study used to provide market context for 2023 compensation decisions, across key size metrics we were generally in a 31st to 68th percentile range versus our peers. Our trailing four quarter revenues were near the 31st percentile, employee headcount was near the 41st percentile, EBITDA was near the 40th percentile and market capitalization value (12-month average) was near the 68th percentile.

  62. Use of Peer Companies

    | 2023 NEO Compensation Peer Group (1) | | | | | Akamai Technologies, Inc. | Cogent Communications Holdings, Inc. | Lumen Technologies, Inc. | Viasat, Inc. | | Altice USA, Inc. | Frontier Communications Parent, Inc. | Shaw Communications Inc.(2) | Vonage Holdings Corp.(3) | | Arista Networks, Inc. | Iridium Communications Inc. | Telephone and Data Systems, Inc. | WideOpenWest, Inc. | | Cogeco Communications Inc. | | | |

  63. Use of Peer Companies

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  64. Use of Peer Companies

    | (1) The 2023 peer group was comprised of the same companies as were included in our 2022 peer group. As discussed below, Frontier Communications Parent, Inc. and Lumen Technologies Inc. were excluded when assessing the competitiveness of peer company senior executive levels | | (2) Shaw Communications Inc was acquired in April 2023 and is no longer publicly traded. | | (3) Vonage Holdings Corp. was acquired in July 2022 and is no longer publicly traded. |

  65. Use of Peer Companies

    In assessing the competitiveness of compensation opportunities provided to our NEOs, FW Cook utilized comparative data disclosed in peer companies’ publicly available proxy statements along with other documents filed with the SEC. In determining the structure of our 2023 executive compensation program as well as the individual pay levels of our NEOs, the C&TM Committee considered competitive market data that compared the various elements of compensation provided to our NEOs to amounts paid to individuals holding similar positions at companies in our executive compensation peer group, except that Frontier Communications Parent, Inc. and Lumen Technologies Inc. were excluded when assessing the competitiveness of peer company senior executive pay levels, due to larger size and, consequently, less comparable compensation levels. Frontier Communications Parent, Inc. and Lumen Technologies were used, however, to help understand typical market practices with respect to incentive plan design. FW Cook worked with management to assess the data and review our compensation practices. We regularly monitor the composition of our peer group and make changes when appropriate. For 2024 compensation determinations, the following changes were made to the composition of our peer group: (i) five companies in related industries were added to position us in a median size range – Rogers Communications Inc., Sirius XM Holdings Inc., Quebecor Inc., Echostar Corporation and Shenandoah Telecommunications Company; and (ii) four companies were removed – Lumen Technologies, Inc. and Arista Network (each of which fell outside of the applicable size criteria), and Shaw Communications Inc. and Vonage Holdings Corp. (each of which were acquired and are no longer publicly traded).

  66. Base Salary

    Base Salary The C&TM Committee reviews executive officer base salaries each year (or otherwise at the time of a new hire or promotion) and makes any adjustments it deems necessary. In setting annual base salary levels, the C&TM Committee takes into account the factors discussed under “Compensation Setting Process,” above. The C&TM Committee gives no specific weighting to any one factor in setting the level of base salary and the process ultimately relies on the C&TM Committee’s judgment. For 2023, each of our NEOs received the base salary increases indicated in the table below which aimed to address significant continued shortfalls compared to similarly positioned executives at companies within our peer group. In making its determination, in consideration of the factors discussed under “Compensation Setting Process,” above, the C&TM Committee noted significant shortfalls relative to the compensation paid by our peer companies to executives in similar roles and sought to increase the overall market competitiveness of our executive compensation program from both a recruiting and retention standpoint. Nevertheless, a substantial portion of executive compensation is at-risk and tied to objective performance goals, consistent with our compensation philosophy and objectives as discussed under “Objectives of Our Executive Compensation Program,” above. The table below reflects 2023 base salary amounts approved by the C&TM Committee, 2022 base salary amounts and the dollar and approximate percent change from 2022 base salary amounts for our NEOs.

  67. Annual Cash Incentive Program

    Annual Cash Incentive Program Our annual cash incentive program is intended to motivate and reward our NEOs to achieve and exceed annual goals and milestones that are expected to advance our long-term growth strategy. A threshold financial trigger of Adjusted EBITDA growth (as detailed below) must be met before any payout can be made under the 2023 Bonus Plan. Once the threshold is met, payouts are determined by Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA. Importantly, under our “One Team, One Goal” overall compensation philosophy, we utilized the same performance metrics to determine the 2023 annual cash incentive opportunities for substantially all of our full-time associates, from our NEOs to our front-line associates under our “Stronger Together” annual cash incentive program. Each of our NEOs received a cash incentive opportunity under the 2023 Bonus Plan, expressed as a percentage of each such executive’s base salary. The 2023 Bonus Plan provided for payouts based on our financial performance compared to goals set immediately prior to the beginning of 2023. The C&TM Committee approved the 2023 target bonus opportunities for the NEOs as shown in the table below. The 2023 target bonus opportunities were determined by the factors discussed under “Compensation Setting Process,” above. The target bonus opportunity as a percentage of salary for each of our NEOs remained unchanged as compared to 2022, except for Mr. Johnson, who received an increase in his bonus opportunity as a percentage of salary, as noted below.

  68. Annual Cash Incentive Program

    | Name | 2023 Target Bonus Opportunity (% of Salary) | 2022 Target Bonus Opportunity (% of Salary) | Change (%) | | Julia M. Laulis | 125 | 125 | — | | Todd M. Koetje | 90 | 90 | — | | Michael E. Bowker | 90 | 90 | — | | Kenneth E. Johnson(1) | 90 | 65 | 25 | | Peter N. Witty | 65 | 65 | — |

  69. Annual Cash Incentive Program

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  70. Annual Cash Incentive Program

    | (1) Mr. Johnson’s 2023 target bonus opportunity percentage change reflects an increase that was effective upon his promotion to Chief Technology and Digital Officer effective January 1, 2023. Mr. Johnson was appointed as our Chief Technology and Innovation Officer as of October 30, 2023 and promoted to Chief Operating Officer as of March 1, 2024. His target bonus opportunity percentage was not changed in connection with his appointment as Chief Technology and Innovation Officer. |

  71. Annual Cash Incentive Program

    2023 Bonus Plan payouts are capped at 200% of target bonus opportunity, and the C&TM Committee retains discretion to reduce any payouts based on its subjective assessment of Company and/or individual performance results. An NEO must generally be employed on the payment date in order to be eligible to receive a bonus payout under the plan; provided, however, that any executive officer who retires in accordance with our policies after working through the last day of the performance period but prior to payment of a bonus payout is eligible to receive such bonus payout at the same time as other executive officers subject to the C&TM Committee’s certification of achievement of the performance metrics. Bonus payouts under the 2023 Bonus Plan were subject to the attainment of goals related to Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA. In order to determine Adjusted EBITDA, we begin with our net income (as defined under GAAP and described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024 (the “2023 Form 10-K”)) and adjust for the items as defined and calculated in Annex A of this Proxy Statement. Furthermore, for purposes of the 2023 Bonus Plan, the calculations of Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA were adjusted pursuant to a pre-established list of adjustments approved by the C&TM Committee as part of the approval of the 2023 Bonus Plan, including adjustments related to acquired or divested businesses or assets, expansion projects, integration projects, and other matters as summarized in the charts below showing our performance results under the 2023 Bonus Plan. Payouts under the 2023 Bonus Plan were determined based on Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA performance as provided in the table below. On March 1, 2024, the C&TM Committee certified the results of the performance goals and approved a performance factor of 54.5% for the 2023 Bonus Plan based on Adjusted EBITDA growth of 0.39% and adjusted capital expenditures as a percentage of Adjusted EBITDA of 31.63%. The C&TM Committee applied the following pre-established adjustments described above in calculating the performance results under the 2023 Bonus Plan:

  72. Annual Cash Incentive Program

    | Adjusted EBITDA Growth (in millions) | | Adjusted Capital Expenditures (“Capex”) as a % of 2023 Adjusted EBITDA (in millions) | | | 2023 Publicly Reported Adjusted EBITDA | $916.9 | 2023 Publicly Reported Capex | $371.0 | | Adjustment for EBITDA Related to Expansion Projects | (3.3) | Adjustment for Capex Related to Expansion Projects, Integration Projects and Strategic Initiatives | (82.1) | | 2023 Adjusted EBITDA, as Adjusted | $913.7 | 2023 Capex, as Adjusted | $289.0 | | 2022 Publicly Reported Adjusted EBITDA (1) | $911.9 | 2023 Adjusted EBITDA, as Adjusted | $913.7 | | Adjustment for EBITDA Related to Divestitures and Expansion Projects | (1.7) | | | | 2022 Adjusted EBITDA, as Adjusted | $910.2 | | | | Adjusted EBITDA Growth | 0.39% | Adjusted Capex as a % of Adjusted EBITDA | 31.63% |

  73. Annual Cash Incentive Program

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  74. Annual Cash Incentive Program

    | Note: All totals were calculated using exact values. Minor differences may exist due to rounding. |

  75. Annual Cash Incentive Program

    | (1) Publicly reported amounts for 2022 include our Tallahassee, Florida system and certain other non-core assets prior to their divestitures on April 1, 2022 and May 20, 2022, respectively. |

  76. Annual Cash Incentive Program

    The C&TM Committee approved the following bonus payouts for our NEOs under the 2023 Bonus Plan based on the 2023 certified performance results and approved performance factor and target bonus opportunities described above.

  77. Annual Cash Incentive Program

    | Name | Annual Salary ($) | Target Bonus Opportunity (% of Salary) | Target Bonus Opportunity ($) | Performance Factor (as a Percentage of Target) (%) | Bonus Payout ($) | | Julia M. Laulis | 850,000 | 125 | 1,062,500 | 54.5 | 578,613 | | Todd M. Koetje | 350,000 | 90 | 315,000 | 54.5 | 171,542 | | Michael E. Bowker | 470,000 | 90 | 423,000 | 54.5 | 230,356 | | Kenneth E. Johnson | 330,000 | 90 | 297,000 | 54.5 | 161,739 | | Peter N. Witty | 382,000 | 65 | 248,300 | 54.5 | 135,218 |

  78. Long-Term Annual Equity Incentive Awards

    Long-Term Annual Equity Incentive Awards The C&TM Committee considers long-term equity incentives to be a critical component of our executive compensation program as they motivate and reward executive officers over the long-term, support executive retention, discourage executive officers from taking excessive risks for short-term gains and align their interests with those of our stockholders. We provide our executives with the opportunity to earn shares of our stock based on performance and service in support of our pay-for-performance philosophy and the competitive and retentive aspects of our executive compensation program. Since 2020, our practice has been to grant our annual equity awards in early January of each year. For 2023, we refined our long-term annual equity incentive award program by: (i) changing the performance criteria used for our long-term incentive program, thus differentiating the performance criteria we use for short-term and long-term incentive compensation; and (ii) changing the vesting schedule for our service-based vesting equity incentive awards from vesting over four equal annual installments to three equal annual installments in order to align with market practice and maintain the mix of performance-based and service-based incentive compensation over the life of the awards. Vesting of the 2023 PSUs will be determined using a one year adjusted free cash flow performance metric (defined as Adjusted EBITDA less capital expenditures) and a three-year relative TSR modifier using a TSR group that consists of fifteen industry peers, including several companies from the compensation peer group. The C&TM Committee approved these companies for inclusion in the TSR peer group because these companies are within our industry or provide similar services to ours and with which we compete for the sale of equity capital.

  79. Long-Term Annual Equity Incentive Awards

    | 2023 TSR Peer Group(1) | | | | | Altice USA, Inc. | Cogent Communications Holdings, Inc. | Lumen Technologies, Inc. | Viasat, Inc. | | AT&T Inc. | Comcast Corporation | Shenandoah Telecommunications Company | Verizon Communications Inc. | | Charter Communications, Inc. | Consolidated Communications Holdings, Inc. | Telephone and Data Systems, Inc. | WideOpenWest, Inc. | | Cogeco Communications Inc. | Frontier Communications Parent, Inc. | T- Mobile US, Inc. | |

  80. Long-Term Annual Equity Incentive Awards

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  81. Long-Term Annual Equity Incentive Awards

    | (1) The C&TM Committee has the authority to make additional adjustments and/or removals to the list of TSR peer companies in response to a change in circumstances that results in the company no longer satisfying the criteria for which it was originally selected by the Committee (such as a company acquisition). However, TSR will be deemed to be negative one hundred percent (-100%) if such company: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations. |

  82. Long-Term Annual Equity Incentive Awards

    We believe Adjusted EBITDA less capital expenditures is one of our most important financial performance measures, is well understood by our executive team, and will incentivize performance that should drive long-term value creation for our stockholders. We believe the use of a three-year relative TSR modifier serves to both incentivize and reward strong financial performance and align the interests of our executives and stockholders over the longer term. The 2023 PSUs will cliff vest after three years, following certification of performance results and satisfaction of the service condition. For 2023, the long-term equity incentive award was delivered in the form of PSUs and RSUs. The mix of 2023 equity grants for our NEOs remains more performance-based than typical market practice, with 60% of grant value in PSUs and 40% of grant value in RSUs. Long-term incentive opportunities are determined by the factors discussed under “Compensation Setting Process,” above. 2023 PSUs In January 2023, the C&TM Committee granted our NEOs PSUs under the 2022 Omnibus Plan. The 2023 PSUs were eligible for vesting subject to the attainment of: (i) a 2023 adjusted free cash flow goal, defined as reported 2023 Adjusted EBITDA less 2023 capital expenditures growth over reported 2022 Adjusted EBITDA less 2022 capital expenditures (the “2023 Adjusted Free Cash Flow Goal”); and (ii) a relative TSR modifier based on the performance of our common stock over the three-year performance period commencing January 1, 2023 and ending December 31, 2025, as compared to a specified peer group (the “2023 TSR Performance Modifier”), with (a) top quartile performance resulting in a 1.25x multiplier; (b) second quartile performance resulting in a 1.10x multiplier; (c) third quartile performance resulting in a 1.0x multiplier; and (d) fourth quartile performance resulting in a 0.75x multiplier. The number of PSUs earned and subject to vesting based on the Adjusted Free Cash Flow Goal will range from 0% to 200% of target based on actual performance, and such number will be multiplied by the TSR Performance Modifier that ranges from 0.75x-to-1.25x to determine the number of PSUs subject to vesting (which will range from 0% to 250% of target), in each case as certified by the C&TM Committee. The final number of PSUs will be earned based on performance relative to the 2023 Adjusted Free Cash Flow Goal as modified by the 2023 TSR Performance Modifier, as certified by the C&TM Committee in the first quarter of 2026 the (“Determination Date”), with vesting generally subject to the satisfaction of the service condition, (i.e., the executive’s continued employment through the Determination Date following the three-year performance period). Importantly, the PSUs are eligible for vesting only if a threshold Adjusted Free Cash Flow Goal is met. Once the threshold is met, the ultimate number of shares eligible for vesting will be determined by our performance relative to the Adjusted Free Cash Flow Goal and the TSR Performance Modifier as discussed above. Our NEOs each received a 2023 long-term equity incentive award consisting of PSU and RSU grants with target grant date face values as summarized in the table below. Each 2023 PSU and RSU grant is subject to the terms and conditions of the 2022 Omnibus Plan and the respective award agreement. Equity grants to our NEOs are described in greater detail in the “2023 Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” tables included under the section entitled “Executive Compensation.”

  83. Long-Term Annual Equity Incentive Awards

    | Name | Target Grant Date Face Value of PSUs ($) | Target Number of PSUs Awarded (#)(1) | Grant Date Face Value of RSUs ($) | Number of RSUs Awarded (#)(2) | Total Target Grant Date Face Value of PSUs and RSUs ($) | Percentage of Total Target Grant Date Face Value of PSUs (%) | Percentage of Total Target Grant Date Face Value of RSUs (%) | | Julia M. Laulis | 3,480,000 | 4,999 | 2,320,000 | 3,333 | 5,800,000 | 60 | 40 | | Todd M. Koetje | 1,020,000 | 1,465 | 680,000 | 977 | 1,700,000 | 60 | 40 | | Michael E. Bowker | 1,380,000 | 1,983 | 920,000 | 1,322 | 2,300,000 | 60 | 40 | | Kenneth E. Johnson | 630,000 | 905 | 420,000 | 603 | 1,050,000 | 60 | 40 | | Peter N. Witty | 630,000 | 905 | 420,000 | 603 | 1,050,000 | 60 | 40 |

  84. Long-Term Annual Equity Incentive Awards

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  85. Long-Term Annual Equity Incentive Awards

    | (1) 2023 PSU awards are earned based upon performance relative to the 2023 LTI Adjusted Free Cash Flow Goal as modified by the 2023 TSR Performance Modifier, as certified by the C&TM Committee with vesting subject to the satisfaction of the service condition (i.e., the executive’s continued employment through the Determination Date following the three-year performance period). | | (2) 2023 RSU awards are eligible to vest in equal annual installments over three years subject to the executive’s continued employment through the applicable vesting dates. |

  86. Other Benefits

    Other Benefits Our NEOs are entitled to employee benefits generally available to all our full-time employees including health and welfare benefits. In designing these offerings, we seek to provide an overall level of benefits competitive with those offered by similar companies in the markets where we operate. In addition, our NEOs are eligible to participate in certain retirement and deferred compensation plans as described in more detail below under “Executive Compensation - Retirement Benefits.” Perquisites Perquisites are not a principal element of our executive compensation program. We provide our NEOs with very limited perquisites that are intended to assist the NEOs in the performance of their duties on our behalf or to otherwise provide benefits that have a combined personal and business purpose. For information regarding 2023 perquisites, please see the “All Other Compensation” column of the 2023 Summary Compensation Table under the section entitled “Executive Compensation.” Severance Benefits We have not entered into any employment or severance agreements that provide for payments or benefits in the event of involuntary termination with any of our NEOs except as described under “Executive Compensation Tables - Retirement Benefits” and below under “Executive Compensation - Potential Payments Upon Termination or Change of Control.” We do not provide any “single trigger” change of control benefits nor any gross-up payments on excise taxes under Section 280G or Section 409A of the Code to our executive officers. In order to encourage continuity of the executive officers in the event of a change of control and promote the successful execution of our short- and long-term business strategies, our outstanding equity awards are subject to a “double trigger” provision, which means the awards vest only upon a qualifying termination of employment that occurs within 18 months following a change of control, as described under “Executive Compensation - Potential Payments Upon Termination or Change of Control.”

  87. 2024 Compensation Actions

    2024 Annual Executive Bonus Plan At the end of 2023, the C&TM Committee approved the 2024 Annual Executive Bonus Plan (the “2024 Bonus Plan”). Consistent with the 2023 Bonus Plan, each of our NEOs was awarded a cash incentive opportunity at the beginning of 2024 that provides for payouts based on our performance as compared to goals set immediately prior to the beginning of 2024. The C&TM Committee made its cash incentive opportunity determinations in accordance with the factors discussed under “Compensation Setting Process,” above. As shown in the table below, the 2024 target bonus opportunity percentage of each NEO (other than Mr. Witty, as noted below) did not change from the target bonus percentage under the 2023 Bonus Plan.

  88. 2024 Compensation Actions

    | Name | 2024 Target Bonus Opportunity (% of Salary) | 2023 Target Bonus Opportunity (% of Salary) | Change (%) | | Julia M. Laulis | 125 | 125 | — | | Todd M. Koetje | 90 | 90 | — | | Michael E. Bowker | 90 | 90 | — | | Kenneth E. Johnson | 90 | 90 | — | | Peter N. Witty(1) | 90 | 65 | 25 |

  89. 2024 Compensation Actions

    | (1) Mr. Witty’s 2024 target bonus opportunity percentage increase was effective as of January 1, 2024 and such increase reflects his promotion to serve as our Chief Legal and Administrative Officer effective October 30, 2023. Prior to that date, he served as Senior Vice President and General Counsel. |

  90. 2024 Compensation Actions

    Historically, funding under our annual cash incentive bonus programs has been determined using two financial performance metrics; year-over-year Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA, in order to maintain alignment with our internal focus on these metrics as part of the management of our business. For 2024, we changed the performance metrics used to determine funding under the 2024 Bonus Plan to include both: (i) year-over-year growth of our residential high-speed data (“HSD”) subscribers (measured as residential data primary service units); and (ii) a year-over-year adjusted free cash flow metric (the “2024 STI Adjusted Free Cash Flow Goal”), defined as Adjusted EBITDA less capital expenditures, as adjusted to exclude certain market expansion projects, integration activities and other matters. By doing so, we aim to align our executive team and other associates with our current residential HSD subscriber growth initiatives, while striking an appropriate balance between subscriber growth and financial performance through the use of a significant financial performance measure that is well understood by our executive team. Payouts under the 2024 Bonus Plan will be subject to specified threshold performance under both metrics. We believe the 2024 Bonus Plan design further unites and motivates our executives and associates to work toward common and well-understood goals that are intended to drive financial and operational achievement in line with the interests of our stockholders. Effective January 3, 2024, the C&TM Committee granted PSUs and RSUs to our NEOs with target grant date face values as summarized in the table below. The aggregate target grant date face value of the awards made to Ms. Laulis for 2024 was unchanged as compared to 2023. The aggregate target grant date face value of the awards made to Messrs. Koetje and Johnson for 2024 were increased as compared to 2023 after taking into account their respective promotions and increased areas of responsibility during the past two years. The aggregate target grant date face value of the awards made to Messrs. Bowker and Witty for 2024 was: reduced with respect to Mr. Bowker; and, increased with respect to Mr. Witty; as compared to 2023, after taking into account their respective changes in role. In addition, the C&TM Committee made its total target grant date face value determinations for our NEOs in accordance with the factors discussed under “Compensation Setting Process” above. We used the same program design for our 2024 PSU awards as we used for our 2023 PSU awards. In particular, the performance criteria to be used to determine the vesting of the 2024 PSU awards consists of a year-over-year adjusted free cash flow goal (the “2024 LTI Adjusted Free Cash Flow Goal”), defined as Adjusted EBITDA less capital expenditures (which differs from the goal used under the 2024 Bonus Plan) and a three-year relative TSR multiplier using a TSR peer group that consists of fifteen industry peers (the “2024 TSR Performance Modifier”) for the three-year performance period commencing January 1, 2024 and ending December 31, 2026. Accordingly, we continue to differentiate the performance criteria used to determine achievement under our annual cash incentive plan and our annual performance-based vesting equity grants.

  91. 2024 Compensation Actions

    | Name | Target Grant Date Face Value of PSUs ($) | Target Number of PSUs Awarded (#)(1) | Grant Date Face Value of RSUs ($) | Number of RSUs Awarded (#)(2) | Total Target Grant Date Face Value of PSUs and RSUs ($) | Percentage of Total Target Grant Date Face Value of PSUs (%) | Percentage of Total Target Grant Date Face Value of RSUs (%) | | Julia M. Laulis | 3,480,000 | 6,428 | 2,320,000 | 4,286 | 5,800,000 | 60 | 40 | | Todd M. Koetje | 1,320,000 | 2,438 | 880,000 | 1,626 | 2,200,000 | 60 | 40 | | Michael E. Bowker | 1,080,000 | 1,995 | 720,000 | 1,330 | 1,800,000 | 60 | 40 | | Kenneth E. Johnson(3) | 1,080,000 | 1,995 | 720,000 | 1,330 | 1,800,000 | 60 | 40 | | Peter N. Witty | 720,000 | 1,330 | 480,000 | 887 | 1,200,000 | 60 | 40 |

  92. 2024 Compensation Actions

    | (1) 2024 PSU awards are earned based upon performance relative to the 2024 LTI Adjusted Free Cash Flow Goal as modified by the 2024 TSR Performance Modifier, as certified by the C&TM Committee with vesting subject to the satisfaction of the service condition (i.e., the executive’s continued employment through the Determination Date following the three-year performance period.) | | (2) 2024 RSU awards are eligible to vest in equal annual installments over three years subject to the executive’s continued employment through the applicable vesting dates. | | (3) Mr. Johnson subsequently received incremental one-time equity awards of PSUs and RSUs in connection with his promotion to Chief Operating Officer as discussed under "Organizational Changes Announced March 1, 2024", below. |

  93. 2024 Compensation Actions

    Organizational Changes Announced March 1, 2024 As the Company previously announced, effective March 1, 2024, Mr. Johnson was promoted to Chief Operating Officer. In connection with his promotion, he received the following: (i) a base salary increase from $380,000 to $420,000; (ii) an incremental one-time grant of PSUs with a grant date face value of $180,000; and (iii) an incremental one-time grant of RSUs with a grant date face value of $120,000. In connection with the organizational change, the Company determined to eliminate the position of Chief Growth Officer and Mr. Bowker is expected to retire from the Company on or about April 30, 2024.

  94. Clawback Policies

    The Board may seek recoupment under the Clawback Policy in any manner it chooses to the extent permitted by law, including reducing current or future incentive compensation awards (except in violation of Section 409A of the Code); requiring reimbursement or repayment of cash-based incentive compensation awards paid (within the previous three-year period); cancelling all or a portion of unvested equity awards, vested equity awards (within the previous three-year period) and any dividends accrued or paid in respect of such equity awards; requiring the return of certain net shares and dividends paid from vested, exercised, settled and sold equity awards (within the previous three-year period); and any other method of reducing the total compensation granted, paid or otherwise provided (within the previous three-year period or any current or future period). For purposes of the Clawback Policy, incentive compensation includes, but is not limited to, annual and discretionary cash bonuses, PSAs, PSUs, RSAs, RSUs and SARs.

  95. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows the compensation earned or paid by the Company during 2023 to our NEOs as of December 31, 2023. Information is also provided for 2022 and 2021 if the NEO was included in the Summary Compensation Table for those years. In accordance with SEC rules, the stock awards reported in the table below are reported based on the aggregate grant date fair value and do not represent the amounts actually realized by the NEOs, with the values realized by the NEOs, if any, impacted by the Company’s performance against pre-established performance goals for the PSUs and the Company’s stock price at settlement for all stock awards.

  96. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Julia M. Laulis Chair of the Board, President and CEO | 2023 | 850,000 | — | 6,190,794 | — | 578,613 | 4,476 | 110,597 | 7,734,480 | | | 2022 | 770,000 | — | 3,030,759 | — | 966,310 | — | 28,960 | 4,796,029 | | | 2021 | 740,000 | — | 2,074,008 | — | 1,480,000 | 3,564 | 30,243 | 4,327,815 | | Todd M. Koetje CFO | 2023 | 350,000 | — | 1,814,429 | — | 171,542 | — | 25,508 | 2,361,479 | | | 2022 | 290,578 | — | 840,523 | — | 271,069 | — | 461 | 1,402,631 | | | 2021 | 91,918 | — | 725,136 | 997,240 | 91,918 | — | 140,150 | 2,046,362 | | Michael E. Bowker Chief Growth Officer | 2023 | 470,000 | — | 2,455,668 | — | 230,356 | — | 60,644 | 3,216,668 | | | 2022 | 427,000 | — | 1,232,879 | — | 385,821 | — | 26,397 | 2,072,097 | | | 2021 | 395,000 | — | 899,999 | — | 592,500 | — | 21,274 | 1,908,773 | | Kenneth E. Johnson Chief Operating Officer | 2023 | 330,000 | — | 1,120,484 | — | 161,739 | — | 32,692 | 1,644,915 | | | 2022 | 284,000 | — | 877,140 | — | 185,331 | — | 19,108 | 1,365,579 | | Peter N. Witty Chief Legal and Administrative Officer | 2023 | 382,000 | — | 1,120,484 | — | 135,218 | — | 34,373 | 1,672,075 |

  97. 2023 Summary Compensation Table

    —–—–—

  98. 2023 Summary Compensation Table

    | (1) Amounts in these columns represent the grant date fair value of the PSA, PSU, RSA, RSU and SAR awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("Topic 718") and reflect an estimate of the grant date fair value of PSA, PSU, RSA, RSU and SAR grants made during each year indicated, rather than the amounts paid to or realized by our NEOs. The amounts included for the PSAs and the PSUs granted to each NEO are based on achievement of the underlying performance conditions at target (i.e., 100% of the target award value), which was determined to be the probable outcome at the time of grant. There can be no assurance that the amounts shown will be realized, and amounts could ultimately exceed these calculated fair values. See Note 15 of the Notes to the Consolidated Financial Statements contained in our 2023 Form 10-K for a discussion of the assumptions used in the valuation of the awards. |

  99. 2023 Summary Compensation Table

    | Amounts in the “Stock Awards” column represent the grant date fair value of the PSU and RSU awards granted in 2023 as follows: |

  100. 2023 Summary Compensation Table

    | Name | Stock Awards – Grant Date Fair Value of PSUs ($) | Stock Awards – Grant Date Fair Value of RSUs ($) | Total ($) | | Julia M. Laulis | 3,870,726 | 2,320,068 | 6,190,794 | | Todd M. Koetje | 1,134,350 | 680,080 | 1,814,429 | | Michael E. Bowker | 1,535,437 | 920,231 | 2,455,668 | | Kenneth E. Johnson | 700,742 | 419,742 | 1,120,484 | | Peter N. Witty | 700,742 | 419,742 | 1,120,484 |

  101. 2023 Summary Compensation Table

    Set forth below is the maximum value for the PSUs granted to our NEOs during 2023 (i.e., 250% of the target award value) calculated using exact values. Minor differences may exist due to rounding.

  102. 2023 Summary Compensation Table

    | Name | Stock Awards – Maximum Value of PSUs ($) | | Julia M. Laulis | 9,677,201 | | Todd M. Koetje | 2,836,261 | | Michael E. Bowker | 3,837,431 | | Kenneth E. Johnson | 1,751,467 | | Peter N. Witty | 1,751,467 |

  103. 2023 Summary Compensation Table

    | (2) Amounts in this column for 2023, 2022, and 2021 represent payments under our annual cash incentive program for each year. The 2023 Bonus Plan is described in further detail under “Compensation Discussion and Analysis—Elements of Our Compensation Program—Annual Cash Incentive Program” above. |

  104. 2023 Summary Compensation Table

    | (3) The amounts shown in this column represent increases, if any, in the present value of benefits under the Cable One, Inc. Supplemental Executive Retirement Plan (the “Cable One SERP”) as described in the “Retirement Benefits” section below. There were no above-market or preferential earnings on compensation that was deferred on a basis that is not tax-qualified. Thus, no such earnings are reflected in the amounts shown in this column. The values of accumulated plan benefits for each year presented were determined based on a discount rate of 5.46% and using Pri-2012 fully generational white collar mortality table for females using Scale MP-2021. See the “Retirement Benefits” section below and the 2023 Pension Benefits table for additional information regarding these benefits. |

  105. 2023 Summary Compensation Table

    | (4) The amounts shown for 2023 consist of the following: |

  106. 2023 Summary Compensation Table

    | All Other Compensation | | | | | | Name | Perquisites ($)(4a) | 401(k) Company Contributions ($)(4b) | PSA and PSU Dividends ($)(4c) | Total ($) | | Julia M. Laulis | 450 | 16,500 | 93,647 | 110,597 | | Todd M. Koetje | — | — | 25,508 | 25,508 | | Michael E. Bowker | 6,780 | 16,500 | 37,364 | 60,644 | | Kenneth E. Johnson | — | 14,596 | 18,096 | 32,692 | | Peter N. Witty | 450 | 16,500 | 17,423 | 34,373 |

  107. 2023 Summary Compensation Table

    —–—–—

  108. 2023 Summary Compensation Table

    | (4a) Amounts in this column for Ms. Laulis and Mr. Witty consist of reimbursement for amounts paid for data, video and voice service; a benefit that we provide to all of our employees who reside in one of our markets. In addition to reimbursement for amounts paid for data, video and voice service; the amount for Mr. Bowker also includes $6,330 for travel, entertainment and related expenses incurred by Mr. Bowker's spouse in connection with attending a business conference. |

  109. 2023 Summary Compensation Table

    | (4b) Amounts in this column represent fully-vested 401(k) matching contributions. |

  110. 2023 Summary Compensation Table

    | (4c) Amounts in this column represent dividends attributable to PSAs and PSUs that are not included in the grant date fair value of such PSAs and PSUs at target, which are reported in the “Stock Awards” column of the 2023 Summary Compensation Table. PSAs and PSUs are credited with cash dividends, which are subject to the same vesting terms as the underlying award. Dividends on PSAs and PSUs will not vest unless and until the performance and service conditions applicable to the award have been achieved. |

  111. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table shows information with respect to each plan-based award granted under the 2022 Omnibus Plan to our NEOs during 2023.

  112. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Julia M. Laulis | — | — | 265,625 | 1,062,500 | 2,125,000 | — | — | — | — | — | | | 01/03/2023 | 12/31/2022 | — | — | — | 1,900 | 4,999 | 12,498 | — | 3,870,726 | | | 01/03/2023 | 12/31/2022 | — | — | — | — | — | — | 3,333 | 2,320,068 | | Todd M. Koetje | — | — | 78,750 | 315,000 | 630,000 | — | — | — | — | — | | | 01/03/2023 | 12/31/2022 | — | — | — | 557 | 1,465 | 3,663 | — | 1,134,350 | | | 01/03/2023 | 12/31/2022 | — | — | — | — | — | — | 977 | 680,080 | | Michael E. Bowker | — | — | 105,750 | 423,000 | 846,000 | — | — | — | — | — | | | 01/03/2023 | 12/31/2022 | — | — | — | 754 | 1,983 | 4,956 | — | 1,535,437 | | | 01/03/2023 | 12/31/2022 | — | — | — | — | — | — | 1,322 | 920,231 | | Kenneth E. Johnson | — | — | 74,250 | 297,000 | 594,000 | — | — | — | — | — | | | 01/03/2023 | 12/31/2022 | — | — | — | 344 | 905 | 2,262 | — | 700,742 | | | 01/03/2023 | 12/31/2022 | — | — | — | — | — | — | 603 | 419,742 | | Peter N. Witty | — | — | 62,075 | 248,300 | 496,600 | — | — | — | — | — | | | 01/03/2023 | 12/31/2022 | — | — | — | 344 | 905 | 2,262 | — | 700,742 | | | 01/03/2023 | 12/31/2022 | — | — | — | — | — | — | 603 | 419,742 |

  113. 2023 Grants of Plan-Based Awards

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  114. 2023 Grants of Plan-Based Awards

    | (1) The date in this column is the date the C&TM Committee approved the equity-based award. |

  115. 2023 Grants of Plan-Based Awards

    | (2) The information in the “Threshold,” “Target” and “Maximum” columns reflect potential payouts based on performance targets set under the 2023 Bonus Plan. The amounts actually paid appear in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. For further information about these awards, please see "Compensation Discussion and Analysis- Elements of Our Compensation Program - Annual Cash Incentive Program" above. |

  116. 2023 Grants of Plan-Based Awards

    | (3) The information in the “Threshold,” “Target” and “Maximum” columns reflects the potential share payouts for the portion of the 2023 long-term incentive compensation award granted in the form of PSUs (60% of the long-term incentive compensation award). The actual number of PSUs earned is determined based on Company performance relative to the 2023 Adjusted Free Cash Flow Goal and relative TSR performance over the three-year performance period from 2023 through 2025. Under the terms of the PSU awards, the number of PSUs are earned based on achievement of the Adjusted Free Cash Flow Goal (performance may range from 0% to 200% of target based on actual performance) and such number is subject to the application of a (1.25x to .075x) TSR Performance Modifier to determine the total number of PSUs eligible for vesting with vesting subject to the satisfaction of the service condition and the executive’s continued employment through the Determination Date. If the threshold performance level for the 2023 Adjusted Free Cash Flow Goal is not met the executive would not vest in any portion of the award. The amount reported in the “Threshold” column represents the minimum level of PSUs that may vest based on achievement of the minimum 2023 Adjusted Free Cash Flow Goal and the application of the 0.75x TSR Performance Modifier. The amount reported in the “Target” column represents target achievement of the 2023 Adjusted Free Cash Flow Goal and application of the 1.0x TSR multiplier. The amount reported in the “Maximum” column represents maximum achievement of the 2023 Adjusted Free Cash Flow goal and application of the 1.25x TSR Performance Modifier. For further information regarding these awards, please see “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Annual Equity Incentive Awards” above. |

  117. 2023 Grants of Plan-Based Awards

    | (4) Amounts in this column represent the portion of the 2023 long-term incentive compensation award granted in the form of RSUs (40% of the award). The 2023 RSUs vest in equal installments over the three anniversaries of the grant date, provided the executive continued to be employed by us through such dates. For further information about these awards, please see “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Annual Equity Incentive Awards” above. |

  118. 2023 Grants of Plan-Based Awards

    | (5) Amounts in this column represent the grant date fair value of 2023 PSU and 2023 RSU awards computed in accordance with Topic 718. The amounts included for the 2023 PSUs granted to each NEO are based on achievement of the underlying performance conditions at target (i.e., 100% of the target award value), which was determined to be the probable outcome at the time of grant. |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information at fiscal year-end concerning outstanding grants of equity awards to the NEOs. At fiscal year-end, none of our NEOs held any outstanding option awards with respect to the Company.

  120. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | SAR Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised SARs Exercisable (#) | Number of Securities Underlying Unexercised SARs Unexercisable (#) | SAR Exercise Price ($) | SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Julia M. Laulis | 01/03/2017 | — | — | 619.66 | 01/03/2027 | — | — | — | — | | | 01/03/2018 | — | — | 707.17 | 01/03/2028 | — | — | — | — | | | 01/03/2019 | — | — | 811.96 | 01/03/2029 | — | — | — | — | | | 01/03/2020 | — | — | — | — | 81 | 45,084 | — | — | | | 01/03/2021 | — | — | — | — | 1,320 | 734,699 | — | — | | | 01/03/2022 | — | — | — | — | 1,580 | 879,412 | — | — | | | 01/03/2023 | — | — | — | — | 3,333 | 1,855,114 | 12,498 | 6,956,262 | | Todd M. Koetje | 10/01/2021 | — | — | 1,845.13 | 10/01/2031 | 393 | 218,740 | — | — | | | 01/03/2022 | — | — | — | — | 436 | 242,673 | — | — | | | 01/03/2023 | — | — | — | — | 977 | 543,788 | 3,663 | 2,038,789 | | Michael E. Bowker | 01/03/2017 | — | — | 619.66 | 01/03/2027 | — | — | — | — | | | 01/03/2018 | — | — | 707.17 | 01/03/2028 | — | — | — | — | | | 01/03/2019 | — | — | 811.96 | 01/03/2029 | — | — | — | — | | | 01/03/2020 | — | — | — | — | 40 | 22,264 | — | — | | | 01/03/2021 | — | — | — | — | 572 | 318,369 | — | — | | | 01/03/2022 | — | — | — | — | 637 | 354,548 | — | — | | | 01/03/2023 | — | — | — | — | 1,322 | 735,812 | 4,956 | 2,758,460 | | Kenneth E. Johnson | 07/03/2017 | — | — | 719.01 | 07/03/2027 | — | — | — | — | | | 01/03/2018 | — | — | 707.17 | 01/03/2028 | — | — | — | — | | | 01/03/2019 | — | — | 811.96 | 01/03/2029 | — | — | — | — | | | 01/03/2020 | — | — | — | — | 32 | 17,811 | — | — | | | 01/03/2021 | — | — | — | — | 467 | 259,928 | — | — | | | 01/03/2022 | — | — | — | — | 455 | 253,248 | — | — | | | 01/03/2023 | — | — | — | — | 603 | 335,624 | 2,262 | 1,259,007 | | Peter N. Witty | 01/03/2019 | — | — | 811.96 | 01/03/2029 | — | — | — | — | | | 01/03/2020 | — | — | — | — | 32 | 17,811 | — | — | | | 01/03/2021 | — | — | — | — | 351 | 195,363 | — | — | | | 01/03/2022 | — | — | — | — | 387 | 215,400 | — | — | | | 01/03/2023 | — | — | — | — | 603 | 335,624 | 2,262 | 1,259,007 |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Generally, outstanding SARs are eligible to vest in four equal installments over the four anniversaries of the grant date; outstanding RSAs are eligible to either vest in four equal installments over the four anniversaries of the grant date or cliff-vest on the third anniversary of the grant date; outstanding PSAs will cliff-vest on the third anniversary of the grant date; outstanding RSUs are eligible to vest in three equal installments over the three anniversaries of the grant date; and outstanding PSUs will vest on the Determination Date following the three-year performance period, provided in all cases the executive continues to be employed by us through such dates. |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End

    | The following table shows the grant date and remaining vesting dates of unvested SARs, PSAs, RSAs, RSUs and PSUs held by our NEOs on December 31, 2023: |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Award Type | Grant Date | Remaining Vesting Date(s) | | SAR | October 1, 2021 | October 1, 2024 and 2025 | | PSA | January 3, 2021 | January 3, 2024 | | PSA | January 3, 2022 | January 3, 2025 | | RSA | January 3, 2020 | January 3, 2024 | | RSA | January 3, 2021 | January 3, 2024 and 2025 | | RSA | October 1, 2021 | October 1, 2024 | | RSA | January 3, 2022 | January 3, 2024, 2025 and 2026 | | RSU | January 3, 2023 | January 3, 2024, 2025 and 2026 | | PSU | January 3, 2023 | Between December 31, 2025 and March 15, 2026, provided that the applicable performance criteria are met |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The PSAs granted in 2021 and 2022 were subject to performance-based vesting conditions based on the achievement of certain performance goals selected from those specified in the 2015 Omnibus Incentive Compensation Plan (the “2015 Plan”) and were earned at 200.0% and 100.4% of target, respectively, based on the achievement of applicable performance metrics, but remained subject to service-based vesting requirements as of December 31, 2023. The RSAs granted in 2020, 2021 and 2022 and the RSUs granted in 2023 are also subject to service-based vesting requirements. |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Calculated using the closing price of a share of our common stock on December 29, 2023, the last trading day of 2023, which was $556.59. |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) With respect to the PSUs granted in 2023, the number of shares that will actually vest is dependent upon our performance relative to performance goals over the 2023-2025 performance period and the executive’s continued employment through the Determination Date following the performance period. The number of PSUs shown above assumes a maximum level of performance. |

  127. 2023 SAR Exercises and Stock Vested

    2023 SAR Exercises and Stock Vested The following table sets forth information regarding the exercise of SAR awards and vesting of stock awards during 2023. At fiscal year-end, none of our NEOs exercised or held any option awards with respect to the Company.

  128. 2023 SAR Exercises and Stock Vested

    | | SAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Julia M. Laulis | — | — | 1,725 | 1,200,755 | | Todd M. Koetje | — | — | 47 | 32,716 | | Michael E. Bowker | — | — | 723 | 503,273 | | Kenneth E. Johnson | — | — | 505 | 351,525 | | Peter N. Witty | — | — | 548 | 381,457 |

  129. 2023 SAR Exercises and Stock Vested

    | (1) Calculated using the applicable closing price of a share of our common stock based on the applicable exercise measurement or vesting date. |

  130. 2023 Pension Benefits

    2023 Pension Benefits The following table shows years of credited service and the present value of accumulated benefits for Ms. Laulis under the Cable One DB SERP, computed as of December 31, 2023, which is the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the fiscal year ended December 31, 2023.

  131. 2023 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | | Julia M. Laulis | Cable One DB SERP | 17 | 84,139 | — |

  132. 2023 Pension Benefits

    —–—–—

  133. 2023 Pension Benefits

    | (1) Data in this column represents the number of years of credited service earned as of December 31, 2023. | | (2) Amounts in this column represent the actuarial present value of the accumulated benefits under the plan as of December 31, 2023. The assumptions used in determining the present value of accumulated benefits are the Pri-2012 fully generational white-collar mortality table for females using Scale MP-2021 and a 5.46% discount rate. The benefits valued reflect service and earnings through the accrual freeze date of June 30, 2015 and are valued at age 65. There can be no assurance that the amounts listed in this column will ever be fully paid out. |

  134. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table shows quantitative information with respect to Ms. Laulis’ participation in the Cable One DC SERP.

  135. 2023 Nonqualified Deferred Compensation

    | Name | Deferred Compensation Arrangement | Executive Contributions in 2023 ($) | Registrant Contributions in 2023 ($) | Aggregate Earnings ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at December 31, 2023 ($) | | Julia M. Laulis | Cable One DC SERP | — | — | 10,406 | — | 68,888 |

  136. 2023 Nonqualified Deferred Compensation

    —–—–—

  137. 2023 Nonqualified Deferred Compensation

    | (1) The amount shown in this column reflects performance of investment indexes selected by Ms. Laulis. The aggregate earnings in this column are not reflected in the 2023 Summary Compensation table. In accordance with Item 402, gains if any, would be included as nonqualified compensation earnings in the 2023 Summary Compensation Table only if above-market or preferential (exceeding the 120% of the applicable Code rate). Gains that reflect market performance or losses are not included. |

  138. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following descriptions and table showing the estimated dollar value of potential accelerated vesting and payments that would be provided to our NEOs (or, in the case of death, to their respective estates or beneficiaries) under the PSA, PSU, RSA, RSU and SAR award agreements and the Cable One, Inc. 2022 Senior Executive Severance Pay Plan (the "Cable One Executive Severance Plan") following a termination of their employment, assumes, in accordance with the SEC regulations, all relevant events occurred on December 31, 2023.

  139. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table shows potential payments our NEOs would receive upon a qualifying termination of employment in various circumstances, including a qualifying termination of employment within 18 months following a change of control, in each case assuming that the qualifying termination or change of control occurred on December 31, 2023. In the event of a change of control without a qualifying termination (i.e., a single-trigger event), and assuming the successor company assumes any outstanding awards on the same material terms and conditions, our NEOs would not be entitled to any payments or benefits. Actual payments will only be determined upon the occurrence of any such event. For purposes of the values in this table, the intrinsic value of SARs and the value of PSAs, PSUs, RSAs and RSUs (including accrued dividends) are based on the closing price of a share of our common stock on December 29, 2023, the last trading day of 2023, which was $556.59.

  140. Potential Payments upon Termination or Change of Control

    | Name | Accelerated Equity Vesting ($) | Cash Severance ($) | Total ($) | | Julia M. Laulis (1) | | | | | Termination without Cause or for Good Reason (2) | 1,286,254 | — | 1,286,254 | | Death or disability (2) | 1,286,254 | — | 1,286,254 | | Termination without Cause or for Good Reason on or following a change of control (3) | 9,317,182 | 5,879,858 | 15,197,040 | | Todd M. Koetje | | | | | Termination without Cause or for Good Reason (2) | 158,841 | — | 158,841 | | Death or disability (2) | 158,841 | — | 158,841 | | Termination without Cause or for Good Reason on or following a change of control (3) | 2,548,793 | 2,020,430 | 4,569,223 | | Michael E. Bowker | | | | | Termination without Cause or for Good Reason (2) | 541,152 | — | 541,152 | | Death or disability (2) | 541,152 | — | 541,152 | | Termination without Cause or for Good Reason on or following a change of control (3) | 3,735,053 | 2,682,374 | 6,417,427 | | Kenneth E. Johnson | | | | | Termination without Cause or for Good Reason (2) | 421,778 | — | 421,778 | | Death or disability (2) | 421,778 | — | 421,778 | | Termination without Cause or for Good Reason on or following a change of control (3) | 1,929,324 | 1,907,034 | 3,836,358 | | Peter N. Witty | | | | | Termination without Cause or for Good Reason (2) | 331,334 | — | 331,334 | | Death or disability (2) | 331,334 | — | 331,334 | | Termination without Cause or for Good Reason on or following a change of control (3) | 1,821,498 | 1,866,584 | 3,688,082 |

  141. Potential Payments upon Termination or Change of Control

    | (1) The amounts in this table exclude any payments for Ms. Laulis under the Cable One SERP and Cable One DC SERP which are described above under “Retirement Benefits” and the related Pension Benefits and Nonqualified Deferred Compensation tables. |

  142. Potential Payments upon Termination or Change of Control

    | (2) Special vesting rules apply in the event of death, disability or a qualifying termination. The amounts in this row represent the value of the pro-rata portion of outstanding SARs, PSAs and RSAs granted prior to 2023 that would accelerate vesting upon a qualifying termination or in the event of death or disability on December 31, 2023, for each NEO. PSUs and RSUs granted in 2023 would be forfeited upon such qualifying termination because such event would have occurred prior to the first anniversary of grant date. The PSAs granted in 2021 and 2022 were earned at 200.0% and 100.4% of target, respectively, but remained subject to service-based vesting requirements as of December 31, 2023. |

  143. Potential Payments upon Termination or Change of Control

    | (3) The accelerated equity vesting amounts in this row represent the value of all outstanding SARs, PSAs, PSUs, RSAs and RSUs for each NEO that would accelerate vesting and become exercisable, if applicable, upon a qualifying termination within 18 months following a change of control on December 31, 2023. The value of the PSAs granted in 2021 and 2022 are reflected at the actual level of achievement of the applicable performance metrics. The value of the PSUs granted in 2023 are reflected at the estimated achievement of the applicable performance metrics as of December 31, 2023. The cash severance amounts in this row represent lump sum cash payment equal to 2.5 times of each officer’s base salary and target annual cash incentive bonus with respect to all the NEOs. All the NEOs are also eligible for a pro rata bonus based on target performance for the year in which termination occurs and a lump sum cash payment equal to 18 times the monthly premium required to continue group health care coverage based on monthly COBRA premiums. |

  144. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we are providing the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). For 2023, annual total compensation for our CEO, as reported in the 2023 Summary Compensation Table, was $7,734,480. The 2023 annual total compensation for our median employee was $73,651. Based on this information, the ratio of our CEO’s annual total compensation to our median employee’s total compensation for 2023 was 105 to 1. We believe there has been no change to our employee population or compensation arrangements, or the circumstances of the median employee identified in 2022 to be used in 2023, that would result in a significant change to our pay ratio disclosure. Accordingly, as permitted under SEC rules, we are using the same median employee to calculate our 2023 CEO pay ratio. To identify the median annual total compensation of all of our employees (other than our CEO) as well as determine the annual total compensation of our median employee and our CEO, we took the following steps consistent with Item 402(u) of Regulation S-K:

  145. CEO Pay Ratio

    | ■ | We reviewed the composition of roles and total number of employees as of December 31, 2023, and determined that our employee population, all of whom continue to be located in the United States, was substantially similar to 2022. This population consisted of our full-time, part-time and temporary employees, as determined for employment law purposes. We did not include independent contractors or leased workers in our determination. |

  146. CEO Pay Ratio

    | ■ | In identifying our 2022 median employee from our employee population, we calculated the total cash compensation of each employee of ours and our subsidiaries included in the employee population described above, for the 12-month period that ended on December 31, 2022. Total cash compensation for these purposes included base salary or wages, overtime, bonus, and cash incentives/commissions and was calculated using internal payroll records. We annualized the compensation of any employee hired in 2022 that did not work the full year. We did not apply any cost-of-living adjustments as part of the calculation. | | ■ | Once we confirmed out median employee need not be re-identified, we determined the annual total compensation of the median employee for 2023 in accordance with the requirements for determining total compensation in the Summary Compensation Table, resulting in annual total compensation of $73,651. |

  147. CEO Pay Ratio

    SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies and assumptions, which may lead to a lack of comparability across companies.

  148. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  149. Pay Versus Performance(1)

    Pay Versus Performance(1)

  150. Pay Versus Performance(1)

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) ($) (8) | Adjusted EBITDA (thousands) ($) (9) | | | | | | | Total Stockholder Return ($) (6) | Peer Group Total Stockholder Return ($) (7) | | | | 2023 | 7,734,480 | 8,802,197 | 2,223,784 | 2,466,805 | 39.17 | 95.49 | 267,436 | 916,944 | | 2022 | 4,796,029 | 220,818 | 1,661,147 | (376,571) | 49.08 | 76.70 | 234,118 | 911,851 | | 2021 | 4,327,815 | 2,733,449 | 2,093,808 | 1,547,359 | 119.69 | 119.95 | 291,824 | 839,325 | | 2020 | 3,731,808 | 11,382,225 | 1,643,452 | 4,719,828 | 150.30 | 125.71 | 304,391 | 674,139 |

  151. Pay Versus Performance(1)

    —–—–—

  152. Pay Versus Performance(1)

    | (1) This table and the following discussion include figures for the “compensation actually paid” to Julia M. Laulis, our principal executive officer during the years presented (“PEO”), and our other NEOs, as calculated and presented in accordance with Item 402(v) of Regulation S-K. These calculated amounts incorporate the impact of changes in the price of our common stock on the value of unvested and unexercised equity awards, among other things, and do not necessarily reflect amounts of compensation earned by or paid to our PEO and other NEOs for the periods presented. |

  153. Pay Versus Performance(1)

    | (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO’s total compensation for each year to determine the “compensation actually paid”: |

  154. Pay Versus Performance(1)

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Less: Reported Change in the Actuarial Present Value of Pension Benefits ($)(c) | Pension Benefit Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2023 | 7,734,480 | (6,190,794) | 7,262,986 | (4,476) | — | 8,802,197 | | 2022 | 4,796,029 | (3,030,759) | (1,544,452) | — | — | 220,818 | | 2021 | 4,327,815 | (2,074,008) | 483,206 | (3,564) | — | 2,733,449 | | 2020 | 3,731,808 | (1,500,037) | 9,153,893 | (3,438) | — | 11,382,225 |

  155. Pay Versus Performance(1)

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  156. Pay Versus Performance(1)

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values materially differ from those disclosed at the time of grant as a result of changes to the Black-Scholes model inputs used to value the SARs and the Monte Carlo simulations used to value the PSUs held by our PEO and Non-PEOs. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  157. Pay Versus Performance(1)

    | Year | Year End Fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 7,757,504 | (462,860) | — | (31,658) | — | — | 7,262,986 | | 2022 | 2,046,260 | (3,535,473) | — | (55,239) | — | — | (1,544,452) | | 2021 | 2,662,699 | (2,179,493) | — | — | — | — | 483,206 | | 2020 | 3,646,669 | 5,315,517 | — | 191,707 | — | — | 9,153,893 |

  158. Pay Versus Performance(1)

    | (c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |

  159. Pay Versus Performance(1)

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2023 | — | — | — | | 2022 | — | — | — | | 2021 | — | — | — | | 2020 | — | — | — |

  160. Pay Versus Performance(1)

    | (3) The figures in this column reflect the average of the amounts reported for the NEOs as a group (excluding our PEO, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. |

  161. Pay Versus Performance(1)

    | (4) Our non-PEO NEOs for 2023 were Michael E. Bowker (Chief Growth Officer); Todd M. Koetje (CFO); Kenneth E. Johnson (Chief Technology and Digital Officer until October 30, 2023 and Chief Technology and Innovation Officer for the remainder of 2023) and Peter N. Witty Senior Vice President, General Counsel until October 30, 2023, and Chief Legal and Administrative Officer thereafter). Our non-PEO NEOs for 2022 were Michael E. Bowker (COO); Steven S. Cochran (CFO until July 1, 2022); Todd M. Koetje (Senior Vice President, Business Development & Finance until July 1, 2022, and CFO thereafter); Kenneth E. Johnson (Chief Technology and Digital Officer, effective January 1, 2023, Senior Vice President, Technology Services during 2022); and Eric M. Lardy (Senior Vice President, Operations and Integration). Our non-PEO NEOs for 2021 were Michael E. Bowker (COO); Steven S. Cochran (CFO); Megan M. Detz (Senior Vice President, Human Resources); and Todd M. Koetje (Senior Vice President, Business Development & Finance). Our non-PEO NEOs for 2020 were Michael E. Bowker (COO); Steven S. Cochran (Senior Vice President and CFO); James A. Obermeyer (Senior Vice President, Marketing and Sales); and Peter N. Witty (Senior Vice President, General Counsel and Secretary). |

  162. Pay Versus Performance(1)

    | (5) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the average “compensation actually paid” to the NEOs as a group (excluding our PEO), using the same methodology described above in Note 2: |

  163. Pay Versus Performance(1)

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,223,784 | (1,627,766) | 1,870,787 | 2,466,805 | | 2022 | 1,661,147 | (1,060,591) | (977,127) | (376,571) | | 2021 | 2,093,808 | (1,388,439) | 841,990 | 1,547,359 | | 2020 | 1,643,452 | (832,036) | 3,908,412 | 4,719,828 |

  164. Pay Versus Performance(1)

    —–—–—

  165. Pay Versus Performance(1)

    | (a) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  166. Pay Versus Performance(1)

    | Year | Average Year End Fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 2,039,612 | (155,355) | — | (13,470) | — | — | 1,870,787 | | 2022 | 707,008 | (1,425,793) | — | (258,342) | — | — | (977,127) | | 2021 | 1,437,587 | (544,617) | — | (50,980) | — | — | 841,990 | | 2020 | 1,788,918 | 2,040,134 | — | 79,360 | — | — | 3,908,412 |

  167. Pay Versus Performance(1)

    | (6) The figures in this column reflect the cumulative total stockholder return (“TSR”) of our common stock for the periods presented assuming a hypothetical $100 investment from the beginning of the earliest year in the pay-versus-performance table through the end of each applicable year in the table and assuming that dividends, if any, were reinvested. The stock price performance reflected in these figures is based on historical results and is not necessarily indicative of future stock price performance. |

  168. Pay Versus Performance(1)

    | (7) The figures in this column reflect the cumulative total stockholder return of the common stock of a specified peer group of companies (our “Peer Group”) for the periods presented assuming a hypothetical $100 investment on December 31, 2019 and that dividends, if any, were reinvested. The Peer Group consists of the following publicly traded data, video and voice services companies: Altice USA, Inc.; Charter Communications, Inc.; Comcast Corporation; and WideOpenWest, Inc. The stock price performance reflected in these figures is based on historical results and is not necessarily indicative of future stock price performance. |

  169. Pay Versus Performance(1)

    | (8) The figures in this column reflect the amount of net income reported in our audited financial statements for the applicable year. |

  170. Pay Versus Performance(1)

    | (9) Adjusted EBITDA is our “Company-Selected Measure” for purposes of the SEC’s “pay versus performance” disclosure requirements pursuant to Item 402(v) of Regulation S-K. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable measure under GAAP, for the years ended December 31, 2023 and December 31, 2022. |

  171. The Relationship Between Executive Compensation Actually Paid and Performance

    The Relationship Between Executive Compensation Actually Paid and Performance Executive Compensation Actually Paid and Cumulative Company and Peer Group TSR. The following chart shows the amount of compensation actually paid to Ms. Laulis and the average compensation actually paid to our NEOs as a group (excluding Ms. Laulis) as compared to the cumulative TSR of our common stock and peer group TSR over the four-year period of 2020 through 2023. The cumulative TSR of our common stock over the four-year period of 2020 through 2023 was (60)%, while the cumulative TSR of our peer group was (5)% over the same period. Executive Compensation Actually Paid and Net Income. The following chart shows the amount of compensation actually paid to Ms. Laulis and the average compensation actually paid to our NEOs as a group (excluding Ms. Laulis) as compared to our net income over the four-year period of 2020 through 2023. Executive Compensation Actually Paid and Adjusted EBITDA. The following chart shows the amount of compensation actually paid to Ms. Laulis and the average compensation actually paid to our NEOs as a group (excluding Ms. Laulis) as compared to our Adjusted EBITDA over the four-year period of 2020 through 2023.

  172. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The annual compensation arrangements for non-employee directors with respect to each service year, which runs from approximately May to May (based on the dates of the applicable annual meeting of stockholders and which are prorated for new directors elected during the service year), are currently comprised of the following components:

  173. DIRECTOR COMPENSATION

    | Component | Amount ($) | | Cash Compensation | | | Annual Cash Retainer (each non-employee director) | 90,000 | | Lead Independent Director | 30,000 | | Audit Committee Chair | 20,000 | | C&TM Committee Chair | 15,000 | | Executive Committee Chair(1) | 10,000 | | Nominating and Governance Committee Chair(1) | 10,000 | | Equity Compensation | | | Annual Equity Award | 155,000 |

  174. DIRECTOR COMPENSATION

    —–—–—

  175. DIRECTOR COMPENSATION

    | (1) Payable only if the committee chair is a non-employee director other than the Lead Independent Director. |

  176. DIRECTOR COMPENSATION

    Under our current non-employee director compensation program, each non-employee director will receive an annual equity award grant in the form of RSUs awarded under the 2022 Omnibus Plan with a grant date face value of approximately $155,000. Such RSUs will generally be granted on the date of our annual meeting of stockholders and will vest on the earlier of the first anniversary of the grant date or the date of the annual meeting of stockholders that immediately follows the grant date, subject to the non-employee director’s continued service through such vesting date. Settlement of such RSUs will be in the form of one share of our common stock and will follow vesting, unless the director has previously elected to defer such settlement. Non-employee directors may elect to defer the settlement of all or a portion of their RSUs until the earlier of separation from service from the Board, a date specified by the director (if any) and a “change of control” of the Company (as defined above in the section entitled “Executive Compensation—Potential Payments Upon Termination or Change of Control”). Non-employee directors may also elect to defer all or a portion of their annual cash fees (including the annual cash retainer and any additional committee chair cash retainers or Lead Independent Director cash retainer) that will be converted to and deferred as RSUs. Dividends associated with RSUs are accrued and will be paid out in cash at the time of settlement, except that any dividends associated with RSUs granted prior to the 2017 annual grant of RSUs are converted into deferred stock units (“DSUs”) if the value of such dividends exceeds the value of a share of our common stock on the dividend payment date, which will be delivered at the time of settlement of the associated RSUs. Notwithstanding the foregoing, such RSUs will vest, and be settled, upon a change of control of the Company. Non-employee directors who serve as a committee chair or Lead Independent Director for less than the full year, or who serve in multiple roles, will be eligible for the additional cash component for such partial service or additional roles on a case-by-case basis, as determined by the Board. We also reimburse our non-employee directors for out-of-pocket expenses incurred related to the meetings they attend. Employee directors do not receive additional compensation for serving on the Board. Our non-employee director compensation is reviewed annually by our C&TM Committee with the assistance of our independent compensation consultant. The amount and composition of non-employee director compensation was reviewed for 2023 and no changes were recommended as compared to 2022. Our non-employee director compensation program is designed so that the amount and form of compensation is in line with typical peer practice. Similar to our approach to executive compensation, a substantial portion of annual non-employee director compensation is comprised of equity awards.

  177. Director Compensation

    Director Compensation The following table shows the compensation earned or paid to our non-employee directors during the fiscal year ended December 31, 2023. Our President and CEO did not receive any additional compensation for her service on the Board. Compensation for serving as our President and CEO during 2023 is shown in the Executive Compensation section of this Proxy Statement.

  178. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Total ($) | | P. Robert Bartolo | 33,626 | 116,474 | 150,100 | | Brad D. Brian | — | 244,720 | 244,720 | | Thomas S. Gayner | — | — | — | | Deborah J. Kissire | 110,302 | 154,945 | 265,247 | | Mary E. Meduski | — | 274,645 | 274,645 | | Thomas O. Might | 90,247 | 154,945 | 245,192 | | Kristine E. Miller | — | — | — | | Sherrese M. Smith | — | 244,720 | 244,720 | | Wallace R. Weitz | — | 254,695 | 254,695 | | Katharine B. Weymouth | 99,560 | 154,945 | 254,505 |

  179. Director Compensation

    —–—–—

  180. Director Compensation

    | (1) Mr. Bartolo's fees were prorated for partial year service on the Board. Mr. Bartolo was elected to the Board on August 18, 2023, and received an RSU award on that date, prorated to reflect partial year service on the Board. Mr. Gayner and Ms. Miller who did not stand for reelection for 2023, each served on the Board until May 19, 2023, and did not therefore, receive any fees or an RSU award in 2023. |

  181. Director Compensation

    | (2) The fees shown include annual cash retainer fees and any Board and chair fees paid during the year to each non-employee director. | | (3) Amounts in this column represent the grant date fair value of the RSU awards computed in accordance with Topic 718 and reflect an estimate of the grant date fair value of RSU grants made during 2023, rather than the amounts paid to or realized by our non-employee directors. There can be no assurance that the amounts shown will be realized, and amounts could ultimately exceed these calculated fair values. The RSUs are eligible to vest on the earlier of the first anniversary of the grant date or the date of the annual meeting of stockholders that immediately follows the grant date, subject to the service-based vesting conditions and settlement dates described in the narrative above. Amounts in this column include RSUs issued in lieu of annual cash fees for non-employee directors who elected to defer all or a portion of such annual cash fees (based on a May 2023 to May 2024 service year) and are eligible to vest on May 16, 2024. |

  182. Director Compensation

    | (4) The following table shows the aggregate number of unvested and outstanding RSUs held by each non-employee director as of December 31, 2023. |

  183. Director Compensation

    | Name | Unvested and Outstanding RSUs as of December 31, 2023 | | P. Robert Bartolo | 183 | | Brad D. Brian | 368 | | Thomas S. Gayner | — | | Deborah J. Kissire | 233 | | Mary E. Meduski | 413 | | Thomas O. Might | 233 | | Kristine E. Miller | — | | Sherrese M. Smith | 368 | | Wallace R. Weitz | 383 | | Katharine B. Weymouth | 233 |