DEF 14A of Cable One, Inc., Apr 8, 2025

DEF 14A of Cable One, Inc.

Filed Apr 8, 2025 · FY20240001632127-25-000050

Open on EDGAR

  1. For the Annual Meeting of Stockholders to be Held on May 15, 2025

    | The Relationship Between Executive Compensation Actually Paid and Performance | 67 | | Financial Performance Measures | 68 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2024 | 69 | | DIRECTOR COMPENSATION | 70 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 72 | | EQUITY COMPENSATION PLAN INFORMATION | 75 | | REPORT OF THE AUDIT COMMITTEE | 76 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 77 | | DELINQUENT SECTION 16(a) FILINGS | 78 | | STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 78 | | HOUSEHOLDING OF PROXY MATERIALS | 79 | | OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING | 79 | | 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 2026 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, 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 director 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 or older 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 | 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 | 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 53, Director since 2023

    P. Robert Bartolo, Age 53, Director since 2023

  7. Committee Memberships

    Committee Memberships

  8. Committee Memberships

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

  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 73, Director since 2015

    Brad D. Brian, Age 73, 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 and one of the lawyers of the 2011-2020 decade in California by the Los Angeles Daily Journal. He serves on several non-profit boards. 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 67, Director since 2015

    Deborah J. Kissire, Age 67, Director since 2015

  15. Deborah J. Kissire, Age 67, Director since 2015

    | ■ | Audit |

  16. Independent Director

    Independent Director 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.

  17. Julia M. Laulis, Age 62, Director since 2017

    Julia M. Laulis, Age 62, Director since 2017

  18. Committee Memberships

    Committee Memberships

  19. Committee Memberships

    | ■ | Executive |

  20. 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 more than 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.

  21. Mary E. Meduski, Age 66, Director since 2019

    Mary E. Meduski, Age 66, Director since 2019

  22. Mary E. Meduski, Age 66, Director since 2019

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

  23. Independent Director

    Independent Director 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 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. Additionally, she serves on the College of Arts and Sciences Dean’s Advisory Council and the Advisory Council of the Brooks School of Public Policy. 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.

  24. Sherrese M. Smith, Age 53, Director since 2020

    Sherrese M. Smith, Age 53, Director since 2020

  25. Committee Memberships

    Committee Memberships

  26. Committee Memberships

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

  27. 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 Global 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 and the Philip Merrill College of Journalism at the University of Maryland. She is Vice Chair 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.

  28. Wallace R. Weitz, Age 75, Director since 2015

    Wallace R. Weitz, Age 75, Director since 2015

  29. Wallace R. Weitz, Age 75, Director since 2015

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

  30. 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 serves on various 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.

  31. Katharine B. Weymouth, Age 58, Director since 2015

    Katharine B. Weymouth, Age 58, Director since 2015

  32. Committee Memberships

    Committee Memberships

  33. Committee Memberships

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

  34. Independent Director

    Independent Director Ms. Weymouth is a venture partner at Blu Ventures Investors and a Senior Advisor at Togetherly Parents (formerly FamilyCare), a start-up in the mental health space, and formerly served as its COO from 2021 to 2025. 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, a director of Grace Reproductive Health Services and DC Volunteer Lawyers Project. 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 of Togetherly Parents and former COO and 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.

  35. 2024 Annual Meeting Voting Results for Election of Directors

    2024 Annual Meeting Voting Results for Election of Directors On May 16, 2024, we held our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, Katharine Weymouth, one of our nominees for election as a director at the Annual Meeting, received approximately 85% of the votes cast in favor of her election and approximately 15% 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 2024 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 2025. As part of our outreach efforts, we contacted stockholders estimated to hold over 75% 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:

  36. 2024 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”; |

  37. 2024 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 her contributions in her key leadership role as the Chair of the C&TM Committee and her consistent and high level of commitment towards the Company, generally, as exemplified by her regular engagement with management on strategic matters that come before the Board and committees on which she serves and her near perfect attendance record for all such meetings; and |

  38. 2024 Annual Meeting Voting Results for Election of Directors

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

  39. 2024 Annual Meeting Voting Results for Election of Directors

    | ■ | Importantly, Ms. Weymouth is a key contributor to the effectiveness of our Board, as illustrated by her: |

  40. 2024 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. |

  41. 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 in excess of the payout determined by the level of goal that was achieved. |

  42. Executive Compensation and Governance “Best Practices”

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

  43. Executive Compensation and Governance “Best Practices”

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

  44. 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. |

  45. Highlights of Our 2024 Executive Compensation Program

    Highlights of Our 2024 Executive Compensation Program Our 2024 executive compensation program supports our performance-based pay philosophy, which is described below, with limited fixed compensation and an emphasis on at-risk compensation tied to objective performance goals. For 2024, (i) the base salary, target bonus and target equity compensation for our CEO were unchanged from 2023; (ii) the 2024 base salaries of our other NEOs were unchanged from 2023, except for Messrs. Johnson and Koetje; and (iii) the target bonus and equity compensation for our other NEOs were modified in response to their respective changes in roles, as applicable, in each case as described below. In addition, for 2024, we changed the performance metrics used to determine achievement under the 2024 Annual Executive Bonus Plan (the “2024 Bonus Plan”) in order to align our executive team and other associates with our 2024 residential high speed data primary service unit ("HSD") subscriber growth initiatives, while striking an appropriate balance between incentivizing subscriber growth and financial performance through the use of a significant financial performance measure that is well understood by our executive team. The performance metrics for the 2024 Bonus Plan include both: (i) year-over-year growth of our residential HSD subscribers; and (ii) a year-over-year adjusted free cash flow metric.

  46. Highlights of Our 2024 Executive Compensation Program

    | ■ | Annual Cash Incentives – For 2024, payouts under the 2024 Bonus Plan were earned based on achievement of goals related to (i) year-over-year growth of our residential HSD subscribers as adjusted as described under "Annual Cash Incentive Program" below ( "2024 adjusted residential HSD subscriber growth"); and (ii) a year-over-year adjusted free cash flow growth metric defined as Adjusted EBITDA less capital expenditures, in each case as adjusted to exclude certain market expansion projects, integration activities and other matters that are more long-term in nature ( "2024 STI Adjusted Free Cash Flow Growth"). The target bonus opportunity under the 2024 Bonus Plan as a percentage of salary for each NEO remained the same as 2023 levels, except for an increase in Ms. Detz and Mr. Witty’s target bonus opportunities as a percentage of salary in connection with their promotions to Chief People Officer and Chief Legal and Administrative Officer, respectively, on October 30, 2023. For additional information, please see “Compensation Setting Process” and “Elements of Our Compensation Program – Annual Cash Incentive Program” below. |

  47. Highlights of Our 2024 Executive Compensation Program

    | ■ | Long-Term Equity Incentives – For 2024, we did not make any design changes to our long-term equity incentive program as compared to 2023. The 2024 performance-based restricted stock unit awards (“PSUs”) vest based on (i) a one-year adjusted free cash flow performance metric defined as Adjusted EBITDA less capital expenditures; and (ii) a three-year relative total shareholder return (“TSR”) multiplier using a TSR peer group that consists of fifteen 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. Importantly, Adjusted EBITDA less capital expenditures does not include adjustments to exclude certain market expansion projects, integration activities and other matters and thus differs from the 2024 STI Adjusted Free Cash Flow Growth goal. 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. The aggregate target grant date face value of the awards made to Messrs. Johnson and Koetje for 2024 were increased as compared to 2023 after taking into account their respective promotions and increased areas of responsibility during the previous two years. The aggregate target grant date face value of the awards made to Messrs. Witty and Bowker for 2024 was increased with respect to Mr. Witty and reduced with respect to Mr. Bowker, as compared to 2023, after taking into account their respective changes in roles. For additional information, please see “Compensation Setting Process” below and “Elements of Our Compensation Program – Long-Term Annual Equity Incentive Awards” below. |

  48. 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. |

  49. 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 a pre-established financial goal 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. |

  50. 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. |

  51. 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. |

  52. 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. |

  53. Compensation Setting Process

    Compensation Setting Process The C&TM Committee reviewed and approved the total target compensation of each of our NEOs for 2024. The factors that influence the amount of total target 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. Compensation determinations for our CEO were made after consideration of individual and Company performance, along with an examination of external market data of our comparable 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 comparable peer group (described below under “Use of Peer Companies”) as a guide.

  54. Independent Compensation Consultant

    Independent Compensation Consultant The C&TM Committee has the sole authority to retain and dismiss an independent compensation consultant. For 2024, 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 2024. In addition, during 2024, the C&TM Committee engaged Pearl Meyer & Partners, LLC ("Pearl Meyer"), a national executive compensation consulting firm, to replace FW Cook as the C&TM Committee's independent executive compensation consultant. Pearl Meyer and FW Cook each 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. For 2025, the C&TM Committee engaged Pearl Meyer as the C&TM Committee's independent executive compensation consultant. Pearl Meyer reviewed and provided recommendations concerning all of the elements of our executive compensation programs for 2025. The C&TM Committee assessed the independence of Pearl Meyer, FW Cook and their respective individual lead consultants pursuant to the rules of the SEC and the NYSE and concluded that Pearl Meyer, FW Cook and their respective individual lead consultants are independent and no conflict of interest exists with respect to the services they provided to the C&TM Committee.

  55. Use of Peer Companies

    Use of Peer Companies In determining 2024 NEO compensation, the C&TM Committee, with the help of FW Cook, compared each element of compensation to that of a related comparable 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, which was used to provide market context for 2024 compensation decisions, we were generally in a 32nd to 66th percentile range across key size metrics (i.e., trailing four quarter revenues, EBITDA, employee headcount and market capitalization) as compared to our peers. Our trailing four quarter revenues were near the 32nd percentile, employee headcount was near the 36th percentile, EBITDA was near the 44th percentile and market capitalization value (12-month average) was near the 66th percentile.

  56. Use of Peer Companies

    | 2024 NEO Compensation Peer Group (1) | | | | | Akamai Technologies, Inc. | EchoStar Corporation | Rogers Communications Inc. | Viasat, Inc. | | Altice USA, Inc. | Frontier Communications Parent, Inc. | Shenandoah Telecommunications Company | WideOpenWest, Inc. | | Cogeco Inc. | Iridium Communications Inc. | Sirius XM Holdings Inc. | | | Cogent Communications Holdings, Inc. | Quebecor Inc. | Telephone and Data Systems, Inc. | |

  57. Use of Peer Companies

    —–—–—

  58. Use of Peer Companies

    | (1) 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 – EchoStar Corporation, Quebecor Inc., Rogers Communications Inc., Shenandoah Telecommunications Company, and Sirius XM Holdings Inc., and (ii) four companies were removed – Arista Network and Lumen Technologies, Inc. (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). |

  59. 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 2024 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. was excluded when assessing the competitiveness of peer company senior executive pay levels, due to its larger size and, consequently, less comparable compensation levels. Frontier Communications Parent, Inc. was 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 2025 compensation determinations, the C&TM Committee, with the help of Pearl Meyer, determined to enhance our peer group to ensure pay comparators remain appropriate from a size and business perspective. The following changes were made to the composition of our compensation peer group: (i) two companies in related industries were added ADT Corporation and US Cellular Corporation; and (ii) two companies were removed – Rogers Communications Inc., and Sirius XM Holdings Inc. (each of which fell outside of the applicable size criteria).

  60. 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. For 2024, we changed the performance metrics used to determine funding under the 2024 Bonus Plan to include both operational and financial performance goals. We aligned our executive team and other associates with our 2024 residential HSD subscriber growth initiatives while striking a balance between subscriber growth and financial performance. Payouts under the 2024 Bonus Plan were subject to specified threshold performance and based on achievement of (i) the year-over-year 2024 adjusted residential HSD subscriber growth; and (ii) the year-over-year 2024 STI Adjusted Free Cash Flow Growth. Importantly, under our “One Team, One Goal” overall compensation philosophy, we utilized the same performance metrics to determine the 2024 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. Historically, we participated in the Federal Communications Commission’s (the “FCC”) Affordable Connectivity Program (“ACP”), which provided qualifying low-income consumers a discount on certain of our broadband internet access services for which we received reimbursement from the FCC. The funding for ACP was depleted and the program ended in the second quarter of 2024. The termination of ACP was not expected at the time the performance targets under the 2024 Bonus Plan were established with respect to the residential HSD subscriber growth goal. As a result, the C&TM Committee determined on December 31, 2024 that the calculation of achievement of the residential HSD subscriber growth goal under the 2024 Bonus Plan should exclude the adverse impact of the loss of both existing ACP customers and anticipated new ACP customer gains due to the FCC’s discontinuation of ACP. In doing so, the C&TM Committee noted its desire to maintain fairness with respect to the calculation of achievement of the residential HSD subscriber growth goal by excluding the adverse impact of an unexpected event that was outside of the control of executives and associates, thus ensuring that payouts under the 2024 Bonus Plan would be consistent with our performance-based compensation philosophy. Each of our NEOs received a cash incentive opportunity under the 2024 Bonus Plan, expressed as a percentage of each such executive’s base salary. The 2024 Bonus Plan provided for payouts based on our operational and financial performance achieved as compared to goals set immediately prior to the beginning of 2024. The C&TM Committee approved the 2024 target bonus opportunities for the NEOs as shown in the table below. The 2024 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 2023, except for Ms. Detz and Mr. Witty, each of whom received an increase in their bonus opportunity as a percentage of salary, as described below.

  61. Annual Cash Incentive Program

    | Name | 2024 Target Bonus Opportunity (% of Salary) | 2023 Target Bonus Opportunity (% of Salary) | Change (%) | | Julia M. Laulis | 125 | 125 | — | | Kenneth E. Johnson | 90 | 90 | — | | Todd M. Koetje | 90 | 90 | — | | Megan M. Detz(1) | 90 | 65 | 25 | | Peter N. Witty(1) | 90 | 65 | 25 | | Michael E. Bowker(2) | 90 | 90 | — |

  62. Annual Cash Incentive Program

    | (1) Ms. Detz and Mr. Witty's 2024 target bonus opportunity percentage changes reflect increases that were effective on January 1, 2024 following, and with regard to, their promotions to Chief People Officer and Chief Legal and Administrative Officer, respectively, on October 30, 2023. | | (2) Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In accordance with the terms of our annual cash incentive program, he forfeited his entire 2024 bonus opportunity. All payments provided to Mr. Bowker in connection with his departure from the Company are detailed under "Potential Payments upon Termination or Change of Control." |

  63. Annual Cash Incentive Program

    All annual cash incentive program 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 (December 31) 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 2024 Bonus Plan were subject to the attainment of goals related to the 2024 adjusted residential HSD subscriber growth and the 2024 STI Adjusted Free Cash Flow Growth. In order to determine the 2024 adjusted residential HSD subscriber growth, we compared the Company’s total residential data primary service units as of December 31, 2023 to the Company’s total residential data primary service units as of December 31, 2024, in each case as publicly reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed by the Company with the SEC on February 28, 2025 (the “2024 Form 10-K”) and as adjusted to reflect the discontinuation of ACP as discussed above. The 2024 STI Adjusted Free Cash Flow Growth was determined by referring to the growth in the Company’s 2024 Adjusted EBITDA less 2024 capital expenditures (“Capex”) and the Company’s 2023 Adjusted EBITDA less 2023 Capex, in each case, as publicly reported by the Company in the 2024 Form 10-K and adjusted for the items as defined and calculated in Annex A of this Proxy Statement. For purposes of the 2024 Bonus Plan, the calculations of Adjusted EBITDA and Capex were adjusted pursuant to a pre-established list of adjustments approved by the C&TM Committee as part of its approval of the 2024 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 2024 Bonus Plan. The 2024 STI Adjusted Free Cash Flow Growth was determined by the growth in the Company’s 2024 Adjusted EBITDA (as adjusted) less 2024 Capex (as adjusted) over the Company’s 2023 Adjusted EBITDA (as adjusted) less 2023 Capex (as adjusted). Payouts under the 2024 Bonus Plan were determined based on achievement relative to the 2024 adjusted residential HSD subscriber growth and the 2024 STI Adjusted Free Cash Flow Growth as provided in the table below. On March 1, 2025, the C&TM Committee certified the results of the performance goals and approved a performance factor of 72.4% for the 2024 Bonus Plan based on the 2024 adjusted residential HSD subscriber growth of 0.8% and the 2024 STI Adjusted Free Cash Flow Growth of (1.3)%. The C&TM Committee applied the following adjustments (as described above) in calculating the performance results under the 2024 Bonus Plan:

  64. Annual Cash Incentive Program

    | 2024 Residential HSD Growth(1) | | 2024 STI Adjusted Free Cash Flow Growth | | | 2024 Publicly Reported Residential Data Primary Service Units at Fiscal Year End | 954,149 | 2024 Publicly Reported Adjusted EBITDA | $853,986 | | Adjustment for Residential Data Primary Service Units Acquired in a Small Acquisition | (2,094) | Adjustment for Adjusted EBITDA Related to Expansion Projects and a Small Acquisition | $(1,256) | | Adjustment for Discontinuation of ACP(1) | 15,635 | 2024 Publicly Reported Capex | $286,354 | | 2024 Residential Data Primary Service Units, as Adjusted | 967,690 | Adjustment for Capex Related to Expansion Projects, Integration Projects and Strategic Initiatives | $(49,964) | | | | 2024 Adjusted EBITDA less Capex, as Adjusted | $616,340 | | 2023 Publicly Reported Residential Data Primary Service Units at Fiscal Year End | 960,468 | | | | | | 2023 Publicly Reported Adjusted EBITDA | $916,944 | | 2024 Adjusted Data Primary Service Units Growth | 0.8% | Adjustment for Adjusted EBITDA Related to Expansion Projects | $(3,249) | | | | 2023 Publicly Reported Capex | $371,028 | | | | Adjustment for Capex Related to Expansion Projects, Integration Projects and Strategic Initiatives | $(82,070) | | | | 2023 Adjusted EBITDA less Capex, as Adjusted | $624,737 | | | | 2024 STI Adjusted Free Cash Flow Growth | (1.3)% |

  65. Annual Cash Incentive Program

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  66. Annual Cash Incentive Program

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

  67. Annual Cash Incentive Program

    | (1) As discussed above, due to the discontinuation of ACP, the C&TM Committee determined on December 31, 2024 that the calculation of achievement of the residential HSD subscriber growth goal under the 2024 Bonus Plan should exclude the adverse impact of the loss of both existing ACP customers and anticipated new ACP customer gains. While the C&TM Committee applied an ACP adjustment to 2024 residential HSD Growth formulaic results for 2024 Bonus Plan purposes, our 2024 adjusted residential data primary service units growth results of 0.8% still fell short of our target goal of 2.1%. Also as discussed above, residential HSD subscribers are measured as residential data primary service units. |

  68. Annual Cash Incentive Program

    The C&TM Committee approved the following bonus payouts for our NEOs under the 2024 Bonus Plan based on the 2024 certified performance results and approved performance factor and target bonus opportunities described above.

  69. 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 | 72.4 | 768,833 | | Kenneth E. Johnson(1) | 420,000 | 90 | 372,098 | 72.4 | 228,684 | | Todd M. Koetje | 390,000 | 90 | 351,000 | 72.4 | 253,986 | | Megan M. Detz | 320,000 | 90 | 288,000 | 72.4 | 208,399 | | Peter N. Witty | 382,000 | 90 | 343,800 | 72.4 | 248,776 | | Michael E. Bowker(2) | 470,000 | 90 | 423,000 | N/A | — |

  70. Annual Cash Incentive Program

    | (1) Mr. Johnson was promoted to Chief Operating Officer on March 1, 2024 and the salary shown above was effective on that date. The target bonus opportunity shown was prorated based on an initial salary of $380,000 effective January 1, 2024 (“Initial 2024 Salary”) and a salary of $420,000 effective March 1, 2024 (“2024 Salary”). The target bonus opportunity was calculated substantially similar to the following: Initial 2024 Salary multiplied by 90% bonus opportunity multiplied by 60 days (16.4%) plus 2024 Salary multiplied by 90% target bonus opportunity multiplied by 306 days (83.6%); there may be slight differences due to rounding. | | (2) Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In accordance with the terms of our annual cash incentive program, he was not eligible to receive a 2024 bonus payout. All payments provided to Mr. Bowker in connection with his departure from the Company are detailed under “Potential Payments upon Termination or Change of Control.” |

  71. 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. 2024 Program Design We maintained the same long-term annual equity incentive award program design for 2024 as we used for 2023. For 2024, the long-term equity incentive award was delivered entirely in equity in the form of PSUs and RSUs. The mix of 2024 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. The performance metrics used for the 2024 PSUs were unchanged as compared to 2023. Vesting of the 2024 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 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.

  72. Long-Term Annual Equity Incentive Awards

    | 2024 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. | Frontier Communications Parent, Inc. | Telephone and Data Systems, Inc. | WideOpenWest, Inc. | | Cogeco Communications Inc. | Iridium Communications, Inc. | T- Mobile US, Inc. | |

  73. Long-Term Annual Equity Incentive Awards

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  74. 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 C&TM 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. |

  75. 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 2024 PSUs will be earned over a three-year performance period and will cliff vest during the first quarter of 2027, subject to the certification of performance results by the C&TM Committee in the first quarter of 2027 and satisfaction of the service condition. The RSUs are generally eligible to vest over a similar multi-year period, but in three equal installments over the three anniversaries of their grant date, subject to the executive’s continued employment through each such date. The inclusion of RSUs as part of our 2024 long-term equity incentive program is designed to enhance retention by rewarding long-term service. Long-term incentive opportunities are determined by the factors discussed under “Compensation Setting Process” above. 2024 PSU Goals In January 2024, the C&TM Committee granted our NEOs PSUs under the 2022 Omnibus Plan. The 2024 PSUs are eligible for vesting subject to the attainment of: (i) a 2024 adjusted free cash flow goal, defined as reported 2024 Adjusted EBITDA less 2024 capital expenditures growth over reported 2023 Adjusted EBITDA less 2023 capital expenditures (the “2024 LTI 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, 2024 and ending December 31, 2026, as compared to a specified peer group (the “2024 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 2024 LTI 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 2024 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 2024 LTI Adjusted Free Cash Flow Goal as modified by the 2024 TSR Performance Modifier, as certified by the C&TM Committee in the first quarter of 2027 (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 the threshold 2024 LTI 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 2024 LTI Adjusted Free Cash Flow Goal and the 2024 TSR Performance Modifier as discussed above. Our NEOs each received a 2024 long-term equity incentive award consisting of PSU and RSU grants with target grant date face values as summarized in the table below. The C&TM Committee made its target grant date face value determinations for our NEOs in accordance with the factors discussed under “Compensation Setting Process” above. The aggregate target grant date face value of the awards made to Messrs. Johnson and Koetje and Ms. Detz 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 increased with respect to Mr. Witty and reduced with respect to Mr. Bowker as compared to 2023, after taking into account their respective changes in roles. The aggregate target grant date face value of the awards made to Ms. Laulis for 2024 was unchanged as compared to 2023. Each 2024 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 “2024 Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” tables included under the section entitled “Executive Compensation.”

  76. 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 | 6,428 | 2,320,000 | 4,286 | 5,800,000 | 60 | 40 | | Kenneth E. Johnson(3) | 1,260,000 | 2,388 | 840,000 | 1,592 | 2,100,000 | 60 | 40 | | Todd M. Koetje | 1,320,000 | 2,438 | 880,000 | 1,626 | 2,200,000 | 60 | 40 | | Megan M. Detz | 960,000 | 1,773 | 640,000 | 1,182 | 1,600,000 | 60 | 40 | | Peter N. Witty | 720,000 | 1,330 | 480,000 | 887 | 1,200,000 | 60 | 40 | | Michael E. Bowker(4) | 1,080,000 | 1,995 | 720,000 | 1,330 | 1,800,000 | 60 | 40 |

  77. Long-Term Annual Equity Incentive Awards

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  78. Long-Term Annual Equity Incentive Awards

    | (1) 2024 PSU awards are earned based upon performance relative to the 2024 LTI Adjusted Free Cash Flow Goal as modified by results achieved over the three-year performance period and determined 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 generally eligible to vest in three equal installments over the three anniversaries of their grant date subject to the executive’s continued employment through each such date. | | (3) Mr. Johnson received a 2024 long-term equity incentive award consisting of PSU and RSU grants with a target grant date face value of $1,800,000 and subsequently received an incremental one-time equity award consisting of PSUs and RSUs with a target grant date face value of $300,000 in connection with his promotion to Chief Operating Officer on March 1, 2024. | | (4) Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In accordance with the terms of his equity award agreements, he forfeited his entire 2024 long-term equity incentive award consisting of 2024 PSU and RSUs. All payments provided to Mr. Bowker in connection with his departure from the Company are detailed under “Potential Payments upon Termination or Change of Control.” |

  79. 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 2024 perquisites, please see the “All Other Compensation” column of the 2024 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.”

  80. 2025 Compensation Actions

    2025 Annual Executive Bonus Plan At the end of 2024, the C&TM Committee approved the 2025 Annual Executive Bonus Plan (the “2025 Bonus Plan”). Consistent with the 2024 Bonus Plan, each of our NEOs who continued to be executive officers in 2025 was awarded a cash incentive opportunity at the beginning of 2025 that provides for payout opportunities based on our performance relative to goals set immediately prior to the beginning of 2025. 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 2025 target bonus opportunity percentage of each NEO did not change from the target bonus percentage under the 2024 Bonus Plan.

  81. 2025 Compensation Actions

    | Name(1) | 2025 Target Bonus Opportunity (% of Salary) | 2024 Target Bonus Opportunity (% of Salary) | Change (%) | | Julia M. Laulis | 125 | 125 | — | | Kenneth E. Johnson | 90 | 90 | — | | Todd M. Koetje | 90 | 90 | — | | Megan M. Detz | 90 | 90 | — |

  82. 2025 Compensation Actions

    Prior to 2024 Bonus Plan, funding under our annual cash incentive bonus programs had been determined using two financial performance metrics: year-over-year Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA. For 2024, as described in more detail above under “Elements of Our Compensation Program – Annual Cash Incentive Program” above, we changed the performance metrics used to include both: (i) year-over-year growth of our residential HSD subscribers (measured as residential data primary service units); and (ii) a year-over-year adjusted free cash flow growth metric. For 2025, we returned to our previous practice. We believe that the combination of Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA reflects our performance across several key dimensions, including profitability, cash outflows for capital expenditures, and our ability to fund operations and make additional investments with internally generated funds. The 2025 Bonus Plan is intended to motivate and reward our NEOs to achieve and exceed annual financial goals and milestones that are expected to advance our long-term growth strategy. Payouts under the 2025 Bonus Plan will be subject to specified threshold performance under both metrics. 2025 PSU and RSU Grants Effective January 3, 2025, 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 all of our NEOs were increased as compared to 2024. The C&TM Committee increased the target grant date face value for all NEOs, assuring a substantial portion of total direct compensation is at-risk and tied to objective performance goals, consistent with our compensation philosophy and objectives as discussed under “Our Executive Compensation Program and Practices – Objectives of Our Executive Compensation Program” above. The C&TM Committee made its target grant date face value determinations for our NEOs in accordance with the factors discussed under “Compensation Setting Process” above. In doing so, the C&TM Committee noted significant shortfalls relative to the total direct compensation paid by our comparable peer companies to executives in similar roles and sought to increase the overall market competitiveness of our executive compensation program by increasing long-term incentive values to maintain our pay-for-performance philosophy and thereby ensuring a substantial portion of our executive officer compensation is at-risk and tied to objective performance goals. We used the same program design for our 2025 PSU awards as we used for our 2024 PSU awards. In particular, the performance criteria to be used to determine the vesting of the 2025 PSU awards consists of a year-over-year adjusted free cash flow goal (the “2025 LTI Adjusted Free Cash Flow Goal”), defined as Adjusted EBITDA less capital expenditures and a three-year relative TSR multiplier using a TSR peer group that consists of fifteen peers (the “2025 TSR Performance Modifier”) for the three-year performance period commencing January 1, 2025 and ending December 31, 2027. Accordingly, we differentiate the performance criteria used to determine achievement under our annual cash incentive plan and our annual performance-based vesting equity grants.

  83. 2025 Compensation Actions

    | Name(1) | Target Grant Date Face Value of PSUs ($) | Target Number of PSUs Awarded (#)(2) | Grant Date Face Value of RSUs ($) | Number of RSUs Awarded (#)(3) | 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 | 4,800,000 | 12,857 | 3,200,000 | 8,571 | 8,000,000 | 60 | 40 | | Kenneth E. Johnson | 1,440,000 | 3,857 | 960,000 | 2,571 | 2,400,000 | 60 | 40 | | Todd M. Koetje | 1,200,000 | 3,214 | 800,000 | 2,142 | 2,000,000 | 60 | 40 | | Megan M. Detz | 780,000 | 2,089 | 520,000 | 1,392 | 1,300,000 | 60 | 40 |

  84. 2025 Compensation Actions

    | (1) Effective on January 1, 2025, Mr. Witty assumed the role of Senior Advisor and ceased to be an executive officer of the Company. For 2025, under the terms of his Transition Agreement, he was not eligible for a 2025 PSU or RSU award. The terms of Mr. Witty’s Transition Agreement are described under footnote (4) to the table included under “Potential Payments upon Termination or Change of Control.” | | (2) 2025 PSU awards are earned based upon performance relative to the 2025 LTI Adjusted Free Cash Flow Goal as modified by results achieved over the three-year performance period and determined by the 2025 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.) | | (3) 2025 RSU awards are generally eligible to vest in three equal installments over the three anniversaries of their grant date subject to the executive’s continued employment through each such date. |

  85. Equity Grant Practices

    Equity Grant Practices Since 2020, our practice has been to grant our annual equity awards in early January of each year. On occasion, the C&TM Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. Our current executive compensation program does not include stock options or SARs. We have not granted any SARs since 2021. We do not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.

  86. 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 direct 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. On October 2, 2024, we restated our previously issued audited consolidated financial statements for the years ended December 31, 2023 and 2022 (the “Restatement”) that were previously filed in our Annual Report on Form 10-K on February 23, 2024 (the “Original 2023 Annual Report”) and our previously issued unaudited condensed consolidated financial statements for the three months ended March 31, 2024 and the three and six months ended June 30, 2024 that were previously filed in our Quarterly Reports on Form 10-Q on May 3, 2024 and August 2, 2024, respectively. There was no impact to the Company’s consolidated statement of cash flows except for the presentation of net income (loss) offset by the respective adjustments to reconcile net income (loss) to net cash provided by operating activities. Additionally, there was no impact to the Company’s previously reported revenues, capital expenditures, cash flows from operating activities or Adjusted EBITDA (as defined and described in Annex A of this Proxy Statement under “Use of Non-GAAP Financial Measures”). In connection with the Company’s Amendment No. 1 to its Annual Report on Form 10-K/A, which amended and restated certain information included in the Original 2023 Annual Report, the Company considered whether the Restatement required recovery of erroneously awarded incentive-based compensation pursuant to the Company’s ICRP. The Company concluded that the Restatement did not impact related performance metrics used for executive management’s compensation and therefore no recovery of incentive-based compensation was required under the ICRP. Further, the Company considered whether the Restatement required recoupment of incentive compensation pursuant to the Clawback Policy and concluded that the Restatement did not impact related performance metrics used for executive management’s compensation and therefore no recoupment of incentive compensation was required under the Clawback Policy.

  87. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows the compensation earned or paid by the Company during 2024 to our NEOs as of December 31, 2024. Information is also provided for 2023 and 2022 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.

  88. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock 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 | 2024 | 850,000 | — | 6,201,002 | 768,833 | 4,735 | 220,401 | 8,044,971 | | | 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 | | Kenneth E. Johnson Chief Operating Officer | 2024 | 413,443 | — | 2,244,904 | 228,684 | — | 77,333 | 2,964,364 | | | 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 | | Todd M. Koetje Chief Financial Officer | 2024 | 390,000 | — | 2,352,129 | 253,986 | — | 69,101 | 3,065,216 | | | 2023 | 350,000 | — | 1,814,429 | 171,542 | — | 25,508 | 2,361,479 | | | 2022 | 290,578 | — | 840,523 | 271,069 | — | 461 | 1,402,631 | | Megan M. Detz Chief People Officer | 2024 | 320,000 | — | 1,710,289 | 208,399 | — | 58,299 | 2,296,987 | | Peter N. Witty Chief Legal and Administrative Officer | 2024 | 382,000 | — | 1,283,138 | 248,776 | — | 57,715 | 1,971,629 | | | 2023 | 382,000 | — | 1,120,484 | 135,218 | — | 34,373 | 1,672,075 | | Michael E. Bowker(5) Former Chief Growth Officer | 2024 | 155,383 | — | 1,924,437 | — | — | 154,650 | 2,234,470 | | | 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 |

  89. 2024 Summary Compensation Table

    | (1) Amounts in these columns represent the grant date fair value of the PSA, PSU, RSA and RSU 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 and RSU 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 2024 Form 10-K for a discussion of the assumptions used in the valuation of the awards. |

  90. 2024 Summary Compensation Table

    | Amounts in the “Stock Awards” column represent the grant date fair value of the PSU and RSU awards granted in 2024 as follows: |

  91. 2024 Summary Compensation Table

    | Name | Stock Awards – Grant Date Fair Value of PSUs ($) | Stock Awards – Grant Date Fair Value of RSUs ($) | Total ($) | | Julia M. Laulis | 3,880,776 | 2,320,226 | 6,201,002 | | Kenneth E. Johnson | 1,405,009 | 839,895 | 2,244,904 | | Todd M. Koetje | 1,471,894 | 880,235 | 2,352,129 | | Megan M. Detz | 1,070,413 | 639,876 | 1,710,289 | | Peter N. Witty | 802,961 | 480,177 | 1,283,138 | | Michael E. Bowker | 1,204,441 | 719,996 | 1,924,437 |

  92. 2024 Summary Compensation Table

    Set forth below is the maximum value for the PSUs granted to our NEOs during 2024 (i.e., 250% of the target award value) calculated using exact values. Minor differences may exist due to rounding.

  93. 2024 Summary Compensation Table

    | Name | Stock Awards – Maximum Value of PSUs ($) | | Julia M. Laulis | 9,701,941 | | Kenneth E. Johnson | 3,511,966 | | Todd M. Koetje | 3,679,734 | | Megan M. Detz | 2,675,731 | | Peter N. Witty | 2,007,402 | | Michael E. Bowker | 3,010,802 |

  94. 2024 Summary Compensation Table

    | (2) Amounts in this column for 2024, 2023, and 2022 represent payments under our annual cash incentive program for each year. The 2024 Bonus Plan is described in further detail under “Compensation Discussion and Analysis—Elements of Our Compensation Program—Annual Cash Incentive Program” above. |

  95. 2024 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 "2024 Pension Benefits table" for additional information regarding these benefits. |

  96. 2024 Summary Compensation Table

    | (4) The amounts shown for 2024 consist of the following: |

  97. 2024 Summary Compensation Table

    | All Other Compensation | | | | | | | Name | Perquisites ($)(4a) | 401(k) Company Contributions ($)(4b) | PSA and PSU Dividends ($)(4c) | Post-Termination Compensation ($)(4d) | Total ($) | | Julia M. Laulis | 840 | 17,250 | 202,311 | — | 220,401 | | Kenneth E. Johnson | 6,628 | 14,162 | 56,543 | — | 77,333 | | Todd M. Koetje | — | — | 69,101 | — | 69,101 | | Megan M. Detz | 900 | 9,231 | 48,168 | — | 58,299 | | Peter N. Witty | 900 | 17,250 | 39,565 | — | 57,715 | | Michael E. Bowker | 300 | 8,315 | 70,399 | 75,636 | 154,650 |

  98. 2024 Summary Compensation Table

    —–—–—

  99. 2024 Summary Compensation Table

    | (4a) The amount in this column for Mr. Johnson consists of travel and related spousal and family expenses in connection with performance incentive travel reimbursed by the Company. Amounts in this column for Ms. Laulis, Ms. Detz, Mr. Witty and Mr. Bowker consist of the Company’s reimbursement cost for data, video and voice services. We provide data, video and voice service cost reimbursement benefits to certain of our corporate office employees and similar benefits to employees who reside in one of our markets. |

  100. 2024 Summary Compensation Table

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

  101. 2024 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 2024 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. |

  102. 2024 Summary Compensation Table

    | (4d) This amount includes the following separation benefits provided to Mr. Bowker: (i) a lump sum cash payment of $15,636 equivalent to the cost to Mr. Bowker of eight months of COBRA premiums for the continuation of group health care coverage; and (ii) $60,000 for consulting services provided to the Company under the terms of his Consulting Services Agreement. |

  103. 2024 Summary Compensation Table

    | (5) Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In accordance with the terms of our annual cash incentive program and his equity award agreements, he forfeited the entire amount of his 2024 equity incentive award with a grant date face value of $1,924,437. Under the terms of our 2024 non-equity incentive plan he was not eligible to receive a non-equity incentive award because he left the Company prior to the C&TM Committee's certification of 2024 AEBP performance results and payouts. All payments provided to Mr. Bowker in connection with his departure from the Company are detailed under “Potential Payments upon Termination or Change of Control.” |

  104. 2024 Grants of Plan-Based Awards

    2024 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 2024.

  105. 2024 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 | — | — | 478,125 | 1,062,500 | 2,125,000 | — | — | — | — | — | | | 01/03/2024 | 12/31/2023 | — | — | — | 2,443 | 6,428 | 16,070 | — | 3,880,776 | | | 01/03/2024 | 12/31/2023 | — | — | — | — | — | — | 4,286 | 2,320,226 | | Kenneth E. Johnson(6) | — | — | 167,444 | 372,098 | 744,196 | — | — | — | — | — | | | 01/03/2024 | 12/31/2023 | — | — | — | 758 | 1,995 | 4,987 | — | 1,204,441 | | | 01/03/2024 | 12/31/2023 | — | — | — | — | — | — | 1,330 | 719,996 | | | 03/01/2024 | 03/01/2024 | — | — | — | 149 | 393 | 982 | — | 200,568 | | | 03/01/2024 | 03/01/2024 | — | — | — | — | — | — | 262 | 119,899 | | Todd M. Koetje | — | — | 157,950 | 351,000 | 702,000 | — | — | — | — | — | | | 01/03/2024 | 12/31/2023 | — | — | — | 926 | 2,438 | 6,095 | — | 1,471,894 | | | 01/03/2024 | 12/31/2023 | — | — | — | — | — | — | 1,626 | 880,235 | | Megan M. Detz | — | — | 129,600 | 288,000 | 576,000 | — | — | — | | — | | | 01/03/2024 | 12/31/2023 | — | — | — | 674 | 1,773 | 4,432 | | 1,070,413 | | | 01/03/2024 | 12/31/2023 | — | — | — | — | — | — | 1,182 | 639,876 | | Peter N. Witty | — | — | 154,710 | 343,800 | 687,000 | — | — | — | — | — | | | 01/03/2024 | 12/31/2023 | — | — | — | 505 | 1,330 | 3,325 | — | 802,961 | | | 01/03/2024 | 12/31/2023 | — | — | — | — | — | — | 887 | 480,177 | | Michael E. Bowker(7) | — | — | 190,350 | 423,000 | 846,000 | — | — | — | — | — | | | 01/03/2024 | 12/31/2023 | — | — | — | 758 | 1,995 | 4,987 | — | 1,204,441 | | | 01/03/2024 | 12/31/2023 | — | — | — | — | — | — | 1,330 | 719,996 |

  106. 2024 Grants of Plan-Based Awards

    —–—–—

  107. 2024 Grants of Plan-Based Awards

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

  108. 2024 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 2024 Bonus Plan. The amounts actually paid appear in the “Non-Equity Incentive Plan Compensation” column of the 2024 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. |

  109. 2024 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 2024 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 2024 LTI Adjusted Free Cash Flow Goal and relative TSR performance over the three-year performance period from 2024 through 2026. Under the terms of the PSU awards, the number of PSUs are earned based on achievement of the 2024 LTI 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 the (0.75x-to-1.25x) 2024 TSR Performance Modifier to determine the total number of PSUs eligible for vesting (which will range from 0% to 250% of target) 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). If the threshold performance level for the 2024 LTI 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 2024 LTI 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 2024 LTI 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 2024 LTI 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. |

  110. 2024 Grants of Plan-Based Awards

    | (4) Amounts in this column represent the portion of the 2024 long-term incentive compensation award granted in the form of RSUs (40% of the award). The 2024 RSUs are generally eligible to vest in three equal installments over the three anniversaries of the grant date, provided the executive continues to be employed by us through each such date. For further information about these awards, please see “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Annual Equity Incentive Awards” above. |

  111. 2024 Grants of Plan-Based Awards

    | (5) Amounts in this column represent the grant date fair value of 2024 PSU and 2024 RSU awards computed in accordance with Topic 718. The amounts included for the 2024 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. |

  112. 2024 Grants of Plan-Based Awards

    | (6) Mr. Johnson was promoted to Chief Operating Officer on March 1, 2024. The estimated future payouts under non-equity incentive plan awards reported in the table are based on a salary of $380,000 effective January 1, 2024 and a salary of $420,000 effective March 1, 2024, resulting in a prorated 2024 target bonus opportunity. Additionally, Mr. Johnson received an incremental one-time equity award consisting of PSUs and RSUs with a target grant date face value of $300,000. For further information please see "Annual Cash Incentive Program” and "2024 PSU and RSU Grants” under the section entitled “Compensation Discussion and Analysis—Elements of Our Compensation Program" above. |

  113. 2024 Grants of Plan-Based Awards

    | (7) Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In accordance with the terms of our annual cash incentive program and his equity award agreements, he forfeited all the 2024 estimated payouts under non-equity and equity incentive plan awards reported in this table. All payments provided to Mr. Bowker in connection with his departure from the Company are detailed under “Potential Payments upon Termination or Change of Control.” |

  114. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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.

  115. Outstanding Equity Awards at 2024 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 | 1/3/2017 | 2,000 | — | 619.66 | 1/3/2027 | — | — | — | — | | | 1/3/2018 | 2,000 | — | 707.17 | 1/3/2028 | — | — | — | — | | | 1/3/2019 | 2,000 | — | 811.96 | 1/3/2029 | — | — | — | — | | | 1/3/2021 | — | — | — | — | 90 | 32,591 | — | — | | | 1/3/2022 | — | — | — | — | 1,419 | 513,848 | — | — | | | 1/3/2023 | — | — | — | — | 2,222 | 804,631 | 12,498 | 4,525,776 | | | 1/3/2024 | — | — | — | — | 4,286 | 1,552,046 | 16,070 | 5,819,268 | | Kenneth E. Johnson | 7/3/2017 | 366 | — | 719.01 | 7/3/2027 | — | — | — | — | | | 1/3/2018 | 1,000 | — | 707.17 | 1/3/2028 | — | — | — | — | | | 1/3/2019 | 1,500 | — | 811.96 | 1/3/2029 | — | — | — | — | | | 1/3/2021 | — | — | — | — | 31 | 11,226 | — | — | | | 1/3/2022 | — | — | — | — | 407 | 147,383 | — | — | | | 1/3/2023 | — | — | — | — | 402 | 145,572 | 2,262 | 819,115 | | | 1/3/2024 | — | — | — | — | 1,330 | 481,620 | 4,987 | 1,805,892 | | | 3/1/2024 | — | — | — | — | 262 | 94,875 | 982 | 355,602 | | Todd M. Koetje | 10/1/2021 | 1,500 | 500 | 1,845.13 | 10/1/2031 | — | — | — | — | | | 1/3/2022 | — | — | — | — | 390 | 141,227 | — | — | | | 1/3/2023 | — | — | — | — | 651 | 235,740 | 3,663 | 1,326,446 | | | 1/3/2024 | — | — | — | — | 1,626 | 588,807 | 6,095 | 2,207,121 | | Megan M. Detz | 7/1/2021 | 1,500 | 500 | 1,902.23 | 7/1/2031 | — | — | — | — | | | 1/3/2022 | — | — | — | — | 407 | 147,383 | — | — | | | 1/3/2023 | — | — | — | — | 421 | 152,453 | 2,370 | 858,224 | | | 1/3/2024 | — | — | — | — | 1,182 | 428,026 | 4,432 | 1,604,916 | | Peter N. Witty | 1/3/2019 | 375 | — | 811.96 | 1/3/2029 | — | — | — | — | | | 1/3/2021 | — | — | — | — | 31 | 11,226 | — | — | | | 1/3/2022 | — | — | — | — | 346 | 125,294 | — | — | | | 1/3/2023 | — | — | — | — | 402 | 145,572 | 2,262 | 819,115 | | | 1/3/2024 | — | — | — | — | 887 | 321,200 | 3,325 | 1,204,049 | | Michael E. Bowker (5) | 1/3/2022 | — | — | — | — | — | — | 330 | 119,500 | | | 1/3/2023 | — | — | — | — | — | — | 2,186 | 791,594 |

  116. Outstanding Equity Awards at 2024 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 the actual number of outstanding PSUs that will vest is dependent on our performance relative to performance goals over the applicable three-year performance period, as certified by the C&TM Committee on the Determination Date which will occur in the quarter following each respective performance period, provided in all cases the executive continues to be employed by us through such dates. |

  117. Outstanding Equity Awards at 2024 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, 2024: |

  118. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Award Type | Grant Date | Remaining Vesting Date(s) | | SAR | July 1, 2021 | July 1, 2025 | | SAR | October 1, 2021 | October 1, 2025 | | PSA | January 3, 2022 | January 3, 2025 | | RSA | January 3, 2021 | January 3, 2025 | | RSA | January 3, 2022 | January 3, 2025 and 2026 | | RSU | January 3, 2023 | January 3, 2025 and 2026 | | RSU | January 3, 2024 | January 3, 2025, 2026 and 2027 | | RSU | March 1, 2024 | January 3, 2025, 2026 and 2027 | | PSU | January 3, 2023 | Between December 31, 2025 and March 15, 2026, provided that the applicable performance criteria are met | | PSU | January 3, 2024 | Between December 31, 2026 and March 15, 2027, provided that the applicable performance criteria are met | | PSU | March 1, 2024 | Between December 31, 2026 and March 15, 2027, provided that the applicable performance criteria are met |

  119. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) The PSAs granted in 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 100.4% of target, based on the achievement of applicable performance metrics, but remained subject to service-based vesting requirements as of December 31, 2024. The RSAs granted in 2021 and 2022 and the RSUs granted in 2023 and 2024 are also subject to service-based vesting requirements. |

  120. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Calculated using the closing price of a share of our common stock on December 31, 2024, the last trading day of 2024, which was $362.12. |

  121. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) With respect to the PSUs granted in 2023 and 2024, 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 2024-2026 performance period, respectively, as certified by the C&TM Committee on the Determination Date, which will occur in the quarter following each respective performance period, and subject to the executive’s continued employment through the each such date. The number of PSUs shown above assumes a maximum level of performance. |

  122. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In accordance with the terms of our annual cash incentive program and his equity award agreements, he forfeited the entire amount of his 2024 equity incentive award, consisting of 2024 RSUs and PSUs, granted on January 3, 2024. All payments provided to Mr. Bowker in connection with his departure from the Company are detailed under “Potential Payments upon Termination or Change of Control.” |

  123. 2024 SAR Exercises and 2024 Stock Vested

    2024 SAR Exercises and 2024 Stock Vested The following table sets forth information regarding the exercise of SAR awards and vesting of stock awards during 2024. At fiscal year-end, none of our NEOs exercised or held any option awards with respect to the Company.

  124. 2024 SAR Exercises and 2024 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 | — | — | 2,583 | 1,398,307 | | Kenneth E. Johnson | — | — | 717 | 388,148 | | Todd M. Koetje | — | — | 765 | 338,327 | | Megan M. Detz | — | — | 674 | 284,472 | | Peter N. Witty | — | — | 594 | 321,562 | | Michael E. Bowker (2) | — | — | 1,260 | 656,141 |

  125. 2024 SAR Exercises and 2024 Stock Vested

    —–—–—

  126. 2024 SAR Exercises and 2024 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. | | (2) The number of shares acquired on vesting for Mr. Bowker consists of: (i) 40, 51 and 92 shares related to RSAs granted in 2020, 2021 and 2022, respectively; (ii) 494 shares related to PSAs granted in 2021; and (iii) 583 shares related to RSUs granted in 2023. Of these shares, 1,084 vested on January 3, 2024 and 176 vested on April 30, 2024. |

  127. 2024 Pension Benefits

    2024 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, as of December 31, 2024.

  128. 2024 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 | 88,874 | — |

  129. 2024 Pension Benefits

    —–—–—

  130. 2024 Pension Benefits

    | (1) Data in this column represents the number of years of credited service earned. | | (2) Amounts in this column represent the actuarial present value of the accumulated benefits under the plan. 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. |

  131. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table shows quantitative information with respect to Ms. Laulis’ participation in the Cable One DC SERP as of December 31, 2024.

  132. 2024 Nonqualified Deferred Compensation

    | Name | Deferred Compensation Arrangement | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at December 31, 2024 ($) | | Julia M. Laulis | Cable One DC SERP | — | — | 7,994 | — | 76,882 |

  133. 2024 Nonqualified Deferred Compensation

    —–—–—

  134. 2024 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 2024 Summary Compensation table. In accordance with Item 402, gains if any, would be included as nonqualified compensation earnings in the 2024 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. |

  135. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following are descriptions 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.

  136. Mr. Bowker

    Mr. Bowker Mr. Bowker retired from the Company on April 30, 2024 and ceased to be employed by us. In connection with Mr. Bowker’s retirement from the Company on April 30, 2024, the Company and Mr. Bowker entered into the Separation Agreement. Under the terms of the Separation Agreement, Mr. Bowker received a lump sum cash payment equivalent to the cost of eight months of premiums required to continue group health care coverage under COBRA. In order to assist with the orderly transition of duties and responsibilities, the Company and Mr. Bowker also entered into a Consulting Agreement. Under the terms of the Consulting Agreement, Mr. Bowker received a cash fee of $250 per hour for each hour of service provided to the Company from May 1, 2024 through January 31, 2025. Accordingly, Mr. Bowker received the following payment amounts: (i) a lump sum cash payment of $15,636 equivalent to the cost to Mr. Bowker of eight months of COBRA premiums for the continuation of group health care coverage; and (ii) $60,000 for consulting services provided to the Company in 2024. Additionally, under the terms of the Separation Agreement, the following outstanding equity awards held by Mr. Bowker vested in accordance with the pro-rata vesting terms applicable for a “Good Reason” termination pursuant to the terms of his outstanding equity award agreements: (i) the service-based restricted stock award (“RSA”) granted January 3, 2021 (“2021 RSA”); (ii) the RSA granted January 3, 2022 (“2022 RSA”); (iii) the performance-based restricted stock award (“PSA”) granted January 3, 2022 (“2022 PSA”); (iv) the RSUs granted January 3, 2023 (“2023 RSU”) and (v) the PSUs granted January 3, 2023 (“2023 PSU”). The outstanding equity awards held by Mr. Bowker vested or are eligible to vest based on service months from each respective grant date through his separation date. Accordingly, he vested in 12 and 22 shares subject to his 2021 RSA and 2022 RSA agreements, respectively, and 142 shares subject to his 2023 RSU award agreement. Additionally, Mr. Bowker vested in 330 shares subject to his 2022 PSA agreement based on Company performance and service through his separation date and remains eligible to vest in 2,186 shares subject to his 2023 PSU award agreement, with the actual number of shares to vest to be determined based on actual performance through the applicable performance period. The estimated value of the shares under his outstanding award agreements is $990,927 based on the closing price of the Company’s common stock on April 30, 2024 which was $393.85 per share.

  137. 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 2024, annual total compensation for our CEO, as reported in the 2024 Summary Compensation Table, was $8,044,971. The 2024 annual total compensation for our median employee was $79,029. Based on this information, the ratio of our CEO’s annual total compensation to our median employee’s total compensation for 2024 was 102 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, 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 2024 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:

  138. CEO Pay Ratio

    | ■ | We reviewed the composition of roles and total number of employees as of December 31, 2024, 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. |

  139. 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 2024 in accordance with the requirements for determining total compensation in the Summary Compensation Table, resulting in annual total compensation of $79,029. |

  140. 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.

  141. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  142. Pay Versus Performance(1)

    Pay Versus Performance(1)

  143. 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) | | | | 2024 | 8,044,971 | 6,450,674 | 2,506,533 | 2,043,116 | 26.31 | 84.15 | 14,480 | 853,986 | | 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 |

  144. Pay Versus Performance(1)

    —–—–—

  145. 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. |

  146. 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”: |

  147. 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 ($) | Compensation Actually Paid to PEO ($) | | 2024 | 8,044,971 | (6,201,002) | 4,611,440 | (4,735) | — | 6,450,674 | | 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 |

  148. 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. |

  149. 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 other NEOs. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  150. 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 ($) | | 2024 | 5,839,324 | (725,568) | — | (502,316) | — | — | 4,611,440 | | 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 |

  151. 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. |

  152. Pay Versus Performance(1)

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2024 | — | — | — | | 2023 | — | — | — | | 2022 | — | — | — | | 2021 | — | — | — | | 2020 | — | — | — |

  153. 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. |

  154. Pay Versus Performance(1)

    | (4) Our non-PEO NEOs for 2024 were Kenneth E. Johnson (COO); Todd M. Koetje (CFO); Megan M. Detz (Chief People Officer); Peter N. Witty (Chief Legal and Administrative Officer); and Michael E. Bowker (Chief Growth Officer until April 30, 2024). 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 effective January 1, 2023 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 Senior Vice President, Technology Services; 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). |

  155. 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: |

  156. 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 ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,506,533 | (1,902,979) | 1,439,562 | 2,043,116 | | 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 |

  157. Pay Versus Performance(1)

    —–—–—

  158. Pay Versus Performance(1)

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

  159. 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 ($) | | 2024 | 1,802,415 | (211,877) | — | (150,976) | — | — | 1,439,562 | | 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 |

  160. 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 on December 31, 2019 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. |

  161. Pay Versus Performance(1)

    | (7) The figures in this column reflect the cumulative TSR 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. |

  162. 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. |

  163. 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, 2024 and December 31, 2023. |

  164. 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 five-year period of 2020 through 2024. 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 five-year period of 2020 through 2024. 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 five-year period of 2020 through 2024.

  165. 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:

  166. 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 |

  167. DIRECTOR COMPENSATION

    —–—–—

  168. DIRECTOR COMPENSATION

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

  169. 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 2024 and no changes were recommended as compared to 2023. 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.

  170. Director Compensation Table

    Director Compensation Table The following table shows the compensation earned or paid to our non-employee directors during the fiscal year ended December 31, 2024. 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 2024 is shown in the Executive Compensation section of this Proxy Statement.

  171. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | P. Robert Bartolo | 90,989 | 154,981 | — | 245,970 | | Brad D. Brian | — | 244,728 | 5,411 | 250,139 | | Deborah J. Kissire | 111,209 | 154,981 | — | 266,190 | | Mary E. Meduski | — | 274,775 | — | 274,775 | | Thomas O. Might | 90,989 | 154,981 | 7,577 | 253,547 | | Sherrese M. Smith | — | 244,728 | 14,935 | 259,663 | | Wallace R. Weitz | — | 254,612 | — | 254,612 | | Katharine B. Weymouth | 106,154 | 154,981 | 3,488 | 264,623 |

  172. Director Compensation Table

    —–—–—

  173. Director Compensation Table

    | (1) The fees shown include annual cash retainer fees and any Board and chair fees paid during the year to each non-employee director. |

  174. Director Compensation Table

    | (2) 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 2024, 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 2024 to May 2025 service year) and are eligible to vest on May 15, 2025. |

  175. Director Compensation Table

    | (3) The following table shows the aggregate number of unvested and outstanding RSUs held by each non-employee director as of December 31, 2024: |

  176. Director Compensation Table

    | Name | Unvested and Outstanding RSUs as of December 31, 2024 | | P. Robert Bartolo | 392 | | Brad D. Brian | 619 | | Deborah J. Kissire | 392 | | Mary E. Meduski | 695 | | Thomas O. Might | 392 | | Sherrese M. Smith | 619 | | Wallace R. Weitz | 644 | | Katharine B. Weymouth | 392 |

  177. Director Compensation Table

    | (4) Amounts in this column for Messrs. Brian and Might and Mses. Smith and Weymouth reflect accrued dividends on settled awards we inadvertently paid late and corresponding payments we made to cover any tax penalty each director may pay as a result of the Company’s delay. The amounts paid consisted of the following: $3,126 in dividends and $2,285 in tax assistance for Mr. Brian, $5,026 in dividends and $2,552 in tax assistance for Mr. Might, $10,739 in dividends and $4,197 in tax assistance for Ms. Smith and $2,341 in dividends and $1,148 in tax assistance for Ms. Weymouth; there may be minor differences due to rounding. |