DEF 14A of Cable One, Inc.
Filed Apr 7, 2026 · FY20250001632127-26-000015
For the Annual Meeting of Stockholders to be Held on May 14, 2026
| 2025 SAR Exercises and 2025 Stock Vested | 53 | | 2025 Pension Benefits | 54 | | 2025 Nonqualified Deferred Compensation | 55 | | Potential Payments Upon Termination or Change of Control | 55 | | CEO Pay Ratio | 57 | | PAY VERSUS PERFORMANCE | 58 | | Overview | 58 | | The Relationship Between Executive Compensation Actually Paid and Performance | 61 | | Financial Performance Measures | 62 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2025 | 63 | | PROPOSAL 4: APPROVAL OF THE CABLE ONE, INC. 2026 OMNIBUS INCENTIVE COMPENSATION PLAN | 64 | | DIRECTOR COMPENSATION | 71 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 73 | | EQUITY COMPENSATION PLAN INFORMATION | 76 | | REPORT OF THE AUDIT COMMITTEE | 77 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 78 | | DELINQUENT SECTION 16(a) FILINGS | 79 | | STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS | 79 | | HOUSEHOLDING OF PROXY MATERIALS | 80 | | OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING | 80 | | ANNEX A: Use of Non-GAAP Financial Measures | A-1 | | ANNEX B: Cable One, Inc. 2026 Omnibus Incentive Compensation Plan | B-1 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The nominees for election as director, to serve until the 2027 Annual Meeting of Stockholders and until their successor is elected and qualified, are: P. Robert Bartolo, Brad D. Brian, James A. Holanda, Deborah J. Kissire, 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 two new directors. 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. The Nominating and Governance Committee periodically reviews the Company’s governance policies to ensure they reflect best practices tailored to its business and long-term strategy. Following an in-depth review, the Nominating and Governance Committee concluded to remove the age limitation policy from the Company’s Corporate Governance Guidelines as a mandatory age limit could impose an arbitrary constraint on the Board’s composition that may unnecessarily preclude the continued service of highly qualified directors whose expertise, judgment and performance remain strong. 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.
Director Nominee Skills and Demographic Matrix
Director Nominee Skills and Demographic Matrix
Director Nominee Skills and Demographic Matrix
| Skill | P.R. Bartolo | B. Brian | J. Holanda | D. Kissire | 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 | Male | Female | Female | Female | Male | Female | | Race/Ethnicity | | | | | | | | | | African American | | | | | | ✔ | | | | Asian/ Pacific Islander | | | | | | | | | | White/Caucasian | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Hispanic/Latino | | | | | | | | | | Native American | | | | | | | | |
Nominees for Election as Director
Nominees for Election as Director
P. Robert Bartolo, Age 54, Director since 2023
P. Robert Bartolo, Age 54, Director since 2023
Committee Memberships
Committee Memberships
Committee Memberships
| ■ | Audit | | ■ | Nominating and Governance |
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.
Brad D. Brian, Age 74, Director since 2015
Brad D. Brian, Age 74, Director since 2015
Committee Memberships
Committee Memberships
Committee Memberships
| ■ | Compensation and Talent Management | | ■ | Nominating and Governance |
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 top lawyers of the 2011-2020 decade in California by the Los Angeles Daily Journal. He has served on a number of 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.
James A. Holanda, Age 60, Director since 2026
James A. Holanda, Age 60, Director since 2026
James A. Holanda, Age 60, Director since 2026
| ■ | Executive |
CEO
CEO Mr. Holanda has been our CEO since February 16, 2026. Prior to joining Cable One, Mr. Holanda served as CEO at Astound Broadband from 2011 to 2025 where he served on its board of directors until January 2026. Additionally, he served as the president and CEO of Patriot Media Consulting, LLC from 2011 until February 2026. Prior to Astound Broadband, Mr. Holanda held various senior positions in accounting, finance, business and operations at Choice Cable TV of Puerto Rico, Patriot Media of Central New Jersey, Charter Communications, Inc. and Comcast Corporation. Mr. Holanda graduated from The Ohio State University with a bachelor’s degree in political science. In addition to his role as CEO, Mr. Holanda brings to the Board more than 35 years of experience in the cable and broadband industry, leading strategy and operations at the highest levels in multiple relevant markets and organizations as well as the requisite knowledge of innovation, operations and finance to drive growth and build stockholder value in a fiercely competitive and dynamic environment.
Deborah J. Kissire, Age 68, Director since 2015
Deborah J. Kissire, Age 68, Director since 2015
Committee Memberships
Committee Memberships
Committee Memberships
| ■ | Audit |
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.
Mary E. Meduski, Age 67, Director since 2019
Mary E. Meduski, Age 67, Director since 2019
Mary E. Meduski, Age 67, Director since 2019
| ■ | Executive | | ■ | Nominating and Governance |
Independent (Non-Executive) Chair of the Board
Independent (Non-Executive) Chair of the Board Ms. Meduski has been Chair of the Board since January 2026 and previously served as Lead Independent Director of the Board from May 2023 through December 2025. 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, Chair of the Compensation Committee, and member of the Executive Committee, Finance Committee, Audit, Risk and Compliance Committee, and the Development Committee. Additionally, she also 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.
Sherrese M. Smith, Age 54, Director since 2020
Sherrese M. Smith, Age 54, Director since 2020
Committee Memberships
Committee Memberships
Committee Memberships
| ■ | Audit | | ■ | Nominating and Governance |
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 previously served as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith regularly counsels companies throughout the technology, media and telecommunication industries on strategic issues including complex transactions, regulatory investigations, artificial intelligence and emerging technologies. Her work includes 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 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.
Wallace R. Weitz, Age 76, Director since 2015
Wallace R. Weitz, Age 76, Director since 2015
Wallace R. Weitz, Age 76, Director since 2015
| ■ | Audit | | ■ | Compensation and Talent Management | | ■ | Executive |
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.
Katharine B. Weymouth, Age 59, Director since 2015
Katharine B. Weymouth, Age 59, Director since 2015
Committee Memberships
Committee Memberships
Committee Memberships
| ■ | Compensation and Talent Management | | ■ | Nominating and Governance |
Independent Director
Independent Director Ms. Weymouth is a venture partner at Blu Ventures Investors and an Adjunct Professor of Media and Law at George Washington University School of Media and Public Affairs. She served as a Senior Advisor at Togetherly Parents (formerly FamilyCare), a start-up in the mental health space from 2024 to 2025 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.
2025 Annual Meeting Voting Results for Election of Directors
2025 Annual Meeting Voting Results for Election of Directors On May 15, 2025, we held our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, Katharine Weymouth, one of our nominees for election as a director at the Annual Meeting, received approximately 90% of the votes cast in favor of her election and approximately 10% 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 2025 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. 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:
2025 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;” |
2025 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 strong attendance record for all such meetings; and |
2025 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: |
2025 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. |
Compensation Philosophy
Compensation Philosophy Our compensation approach is designed to attract, hire and retain talented employees and to incentivize and reward employees based on, and link executive officer (including NEO) compensation with, our short- and long-term performance and align executive compensation with the interests of our stockholders. Importantly, under our “One Team, One Goal” overall compensation philosophy, we utilized the same performance metrics to determine the 2025 annual cash incentive opportunities for substantially all of our full-time associates, from the NEOs to front-line associates, under our “Stronger Together” annual cash incentive program. Key objectives of our executive compensation philosophy are: •provide competitive total compensation in order to attract and retain highly qualified and productive executives; •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; •align the long-term interests of our executives with the interests of our stockholders through meaningful ownership requirements of our stock and by rewarding stockholder value creation by using performance conditions that are targeted at generating long-term growth; and •reflect our pay-for-performance philosophy by providing a substantial proportion of executive compensation as at risk and subject to performance-based vesting conditions.
Compensation Governance Best Practices
| | We DO Have this Practice | | We Do NOT Have this Practice | | ✔ | Compensation aligned with a pay-for-performance philosophy | ✘ | Severance multiple in excess of three times annual base salary | | ✔ | A majority of short- and long-term incentive awards are subject to performance-based vesting conditions with no discretion to increase payouts above achievement levels for our executive officers | ✘ | Single-trigger vesting benefits based on change of control | | ✔ | Long-term equity incentive awards are generally subject to a three-year vesting schedule | ✘ | Guaranteed salary increases | | ✔ | Stock ownership guidelines for executive officers and non-employee directors requiring them to own significant amounts of the Company’s stock | ✘ | Section 280G tax gross-ups | | ✔ | Restrictions on trading Company stock during certain periods | ✘ | Ordinary dividend payments on unvested long-term incentive awards | | ✔ | Robust clawback policies providing forfeiture and allowing recoupment of incentive-based compensation paid to executive officers | ✘ | Repricing of options or SARs without stockholder approval | | ✔ | Engagement with independent compensation consultant reporting directly to the C&TM Committee | ✘ | Excessive perquisites or benefits | | ✔ | Annual risk assessment of the Company’s compensation program by the C&TM Committee | ✘ | Hedging or pledging or short-sale transactions in the Company’s stock for executives or non-employee directors | | | | ✘ | “Evergreen” or automatic stock replenishment | | | | ✘ | Granting equity awards in anticipation of the release of material nonpublic information |
Executive Compensation Program Elements and Objectives
| Compensation Element | Rationale | Linkage to Compensation Objective | | Base Salary | Provide the security of fixed compensation for services | Attracts and retains executive talent | | Annual Cash Incentive | Motivate strong operating performance by tying any payout to achievement against pre-established annual financial and operating goals | Fosters excellent business performance aligns executive and stockholder interests by linking compensation to our annual performance attracts and retains executive talent | | Long-Term Equity Incentives (PSUs and RSUs) | Target level of long-term equity incentives provides a market-competitive equity opportunity Performance-based vesting of 60% of equity awards (PSUs) is conditioned upon achievement of a financial target and relative TSR to align executive pay with long-term stockholder interests Service-based vesting of 40% of equity awards (RSUs) promotes executive retention | Aligns the interests of executives with those of our stockholders by motivating them to build stockholder value over the long-term Fosters excellent business performance that creates value for stockholders Attracts and retains executive talent Encourages long-term service |
NEO Pay Mix
NEO Pay Mix The C&TM Committee considers each component of compensation collectively when establishing the forms and levels of compensation for the NEOs. In determining the appropriate mix of compensation elements for each NEO, we seek to balance the goal of providing market-competitive compensation with aligning NEO compensation with long-term Company and stockholder interests. As such, we have historically provided NEOs with compensation that rewards performance through a combination of performance-based annual cash incentive compensation and grants of long-term equity incentive compensation, in the mix of 60% performance-vesting restricted stock units (“PSUs”) and 40% service-based restricted stock units (“RSUs”). Under our 2025 executive compensation program, approximately 91% of the total compensation for the CEO and approximately 84% of the average total compensation for our other NEOs was at risk and subject to performance-vesting conditions, in each case, based on target levels of incentive-based compensation, as provided in the following charts:
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant In connection with the C&TM Committee’s review and approval of NEO compensation, the C&TM Committee has engaged the Compensation Consultant to review and provide recommendations concerning all of the elements of our executive compensation. In addition, the Compensation Consultant advises the C&TM Committee on external market data, trends and issues in executive compensation (including market practices for incentive compensation design), develops and maintains a peer group of companies for compensation comparison purposes, advises the C&TM Committee on compensation levels and pay mix for each NEO and participates in meetings of the C&TM Committee. The Compensation Consultant 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 assessed the independence of the Compensation Consultant and its individual lead consultants pursuant to the rules of the SEC and the NYSE and concluded that the Compensation Consultant and its individual lead consultants are independent and no conflict of interest exists with respect to the services the Compensation Consultant provided to the C&TM Committee.
Use of Peer Group
Use of Peer Group Each year, as part of the C&TM Committee’s assessment and determination of NEO compensation, it considers, in consultation with the Compensation Consultant, each NEO compensation element to those of the compensation peer group companies for the purpose of assessing the competitiveness of the compensation we provide to the NEOs. For 2025, 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 Compensation Consultant compensation study, which was used to provide market context for 2025 compensation decisions, the Company was in the 29th to 48th percentile range across key size metrics (i.e., revenue, EBITDA, and market capitalization) as compared to our peers. In assessing the competitiveness of compensation opportunities provided to the NEOs with those of our compensation peer group, the Compensation Consultant utilized comparative data of our compensation peer group disclosed in peer companies’ public filings with the SEC and survey sources of similarly sized organizations. The C&TM Committee considered the competitive market data provided by the Compensation Consultant for each element of compensation of the NEOs and the Compensation Consultant worked with management to assess the data and review our compensation practices and advise the C&TM Committee with respect thereto. When setting compensation for our NEOs, the C&TM Committee does not target any specific percentile of our compensation peer group. Our 2025 peer group is set forth in the table immediately below.
Use of Peer Group
| Peer Group (1) | | | | | ADT Inc. | Cogent Communications Holdings, Inc. | Quebecor Inc. | Viasat, Inc. | | Akamai Technologies, Inc. | EchoStar Corporation | Shenandoah Telecommunications Company | WideOpenWest, Inc. | | Altice USA, Inc. | Frontier Communications Parent, Inc. | Telephone and Data Systems, Inc. | | | Cogeco Inc. | Iridium Communications Inc. | United States Cellular Corporation | |
Use of Peer Group
| (1) The following changes were made to the composition of the 2025 peer group from the 2024 peer group: (i) two companies (ADT Inc.and United States Cellular Corporation) in related industries were added; and (ii) two companies (Rogers Communications Inc., and Sirius XM Holdings Inc.) were removed as each fell outside of the applicable size criteria. |
Base Salary
Base Salary The base salaries for the NEOs are reviewed on an annual basis (or otherwise at the time of a new hire or promotion) by the C&TM Committee. As part of its annual evaluation of the executive compensation program, the C&TM Committee, in consultation with its Compensation Consultant, noted that the base salary element of compensation for NEOs was meaningfully below the 25th percentile among its executives in comparable positions at our peer group companies. As such, the C&TM Committee gave due consideration to the implications of this data with regard to our ability to remain competitive in recruiting, hiring and retaining top executive talent. While the C&TM Committee gives no specific weighting to any one factor in setting the level of base salary, the C&TM Committee determined it appropriate to increase the NEOs base salaries for 2025 in order to support our ability to remain competitive in regards to recruiting, hiring and retaining top executive talent. For more information on the factors considered by the C&TM Committee in determining the 2025 base salaries for NEOs, please see the section above entitled “Executive Compensation Decision Making—Compensation Setting Process.” For 2025, the C&TM Committee determined to increase annual base salaries of each of the NEOs (other than Mr. Mokry), as set forth in the table immediately below, which generally reflected fixed compensation at or near approximately the 25th percentile among executives in comparable positions at our peer group companies.
Annual Cash Incentive Program
Annual Cash Incentive Program Our annual cash incentive program is intended to motivate and reward the NEOs for achieving and exceeding annual performance goals that are expected to advance our long-term growth strategy. For 2025, the C&TM Committee determined that it was in our best interests to return to our historical practice of using Adjusted EBITDA and adjusted capital expenditures (“Capex”) as a percentage of Adjusted EBITDA as the performance metrics applicable to NEO awards under the 2025 Bonus Plan. For more information on the factors considered by the C&TM Committee, please see the section above entitled “Executive Compensation Decision Making Process.” Each annual cash incentive award granted to an NEO is earned and becomes payable based on achievement of the applicable performance goals and is generally subject to such NEO remaining continuously employed with us through the applicable payment date. The amount that may be earned and payable under the 2025 Bonus Plan is capped at 200% of the NEO’s target bonus opportunity. In the event that performance achievement fails to reach the threshold level of performance, then no payment will be made under the 2025 Bonus Plan. The C&TM Committee retains discretion to reduce the amount payable to each NEO based on its subjective assessment of Company and the NEO’s individual performance. For 2025, the C&TM Committee determined that no changes to target annual cash incentive opportunities from 2024 were necessary for the NEOs. As such, the NEOs were granted annual cash incentive awards under the 2025 Bonus Plan at the respective target opportunities shown in the table immediately below.
Annual Cash Incentive Program
| Name | 2025 Target Bonus (% of Salary) | 2024 Target Bonus (% of Salary) | Change (%) | | Julia M. Laulis | 125 | 125 | — | | Kenneth E. Johnson | 90 | 90 | — | | Todd M. Koetje | 90 | 90 | — | | Megan M. Detz | 90 | 90 | — | | Anthony J. Mokry(1) | 65 | 65 | — |
Annual Cash Incentive Program
| (1) Mr. Mokry commenced employment on October 11, 2024. His 2024 target bonus opportunity was 65% of his prorated salary calculated in accordance with his commencement date. |
Annual Cash Incentive Program
2025 Annual Cash Incentive Performance The amount payable (if any) under the 2025 Bonus Plan was subject to the C&TM Committee’s determination of our performance achievement for Adjusted EBITDA and adjusted Capex as a percentage of Adjusted EBITDA. In order to calculate Adjusted EBITDA, we begin with our net loss (as defined under GAAP and described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026 (the “2025 Form 10-K”)) and adjust for the items as defined and calculated in Annex A of this Proxy Statement. For purposes of the 2025 Bonus Plan, Adjusted EBITDA and adjusted Capex as a percentage of Adjusted EBITDA are adjusted pursuant to a pre-established list of adjustments approved by the C&TM Committee. The table immediately below shows the applicable adjustments and sets forth the performance results for each of Adjusted EBITDA and adjusted Capex as a percentage of Adjusted EBITDA.
Annual Cash Incentive Program
| Adjusted EBITDA (in thousands)(1) | | Adjusted Capex as a % of Adjusted EBITDA (in thousands)(1) | | | 2025 Publicly Reported Adjusted EBITDA | $801,704 | 2025 Publicly Reported Capex | $285,251 | | | | Adjustment for Capex Related to Integration Projects and Strategic Initiatives | (42,074) | | | | 2025 Capex, as Adjusted | $243,177 | | 2025 Publicly Reported Adjusted EBITDA | $801,704 | % of Adjusted EBITDA | 30.3% |
Annual Cash Incentive Program
(1) All totals were calculated using exact values. Minor differences from actual results may exist due to rounding. On February 28, 2026, the C&TM Committee certified performance achievement for Adjusted EBITDA equal to $801.7 million and adjusted Capex as a percentage of Adjusted EBITDA equal to 30.3%. As a result of such achievement, the C&TM Committee approved an overall performance achievement factor of 44.6%, as provided in the table immediately below. 2025 Annual Cash Incentive Payouts In evaluating the certified performance achievements and resulting performance factors under the 2025 Bonus Plan, the C&TM Committee approved payment of the respective annual cash incentive amounts for the NEOs set forth in the table immediately below.
Annual Cash Incentive Program
| Name | Annual Salary ($) | Target Bonus (% of Base Salary) | Target Bonus ($) | Performance Factor (% of Target Bonus) | Bonus Payout (1) ($) | | Julia M. Laulis | 945,000 | 125 | 1,181,250 | 44.6 | 526,932 | | Kenneth E. Johnson | 475,000 | 90 | 427,500 | 44.6 | 190,699 | | Todd M. Koetje | 445,000 | 90 | 400,500 | 44.6 | 175,655 | | Megan M. Detz | 357,000 | 90 | 321,300 | 44.6 | 143,325 | | Anthony J. Mokry | 350,000 | 65 | 227,500 | 44.6 | 101,483 |
Annual Cash Incentive Program
(1) All totals were calculated using exact values. Minor differences from actual results may exist due to rounding.
Long-Term Equity Incentive Program
Long-Term Equity Incentive Program Overview We maintain the 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”), pursuant to which we grant long-term equity incentive awards. The practice of granting long-term equity incentive awards is intended to motivate and reward the NEOs over the long-term, support executive retention, discourage NEOs from taking excessive risks for short-term gains and align the NEOs’ interests with the interests of our stockholders. Historically, we have designated each NEO as a participant in the long-term equity incentive program and granted the NEOs awards in the form of PSUs and RSUs.We grant long-term equity incentive awards to our employees (including the NEOs) at a specified dollar value and the number of shares of common stock (or, in the case of 2025 PSUs and 2025 RSUs (each, as defined below), phantom units) that are subject to the award are calculated with reference to the closing price of our common stock on the applicable grant date, or if no trades occurred that day, the last trading date preceding the grant date. Accordingly, references in this Proxy Statement to the “grant date face value” refer to the dollar value with respect to which such award was granted. For 2025, no changes were made from 2024 to the forms of award, the mix of awards or the performance metrics applicable to PSUs. Accordingly, the C&TM Committee approved grants of long-term equity incentive awards to NEOs 60% in the form of PSUs (the “2025 PSUs”) and 40% in the form of RSUs (the “2025 RSUs”). However, the C&TM Committee increased the grant date face value of the 2025 RSUs and 2025 PSUs from the comparable values of 2024 grants in order to maintain market competitiveness among our peer group companies for the respective positions. For more information on the factors considered by the C&TM Committee in designing the 2025 long-term equity incentive program, please see the section above entitled “Executive Compensation Decision Making Process.” Each 2025 PSU and 2025 RSU grant is subject to the terms and conditions of the 2022 Plan and the applicable award agreement. For additional information on the long-term equity incentive awards to the NEOs, please see the tables and accompanying footnotes set forth below in “Executive Compensation—2025 Grants of Plan-Based Awards” and “Executive Compensation—Outstanding Equity Awards at Fiscal Year-End.” Mr. Mokry commenced employment on October 11, 2024. In connection with his commencement of employment, the C&TM Committee approved a one-time grant of 803 RSUs on January 3, 2025, which vest 50% on each of the first two anniversaries of the grant date, subject to Mr. Mokry remaining continuously employed with us through the applicable vesting date (the “Mokry Sign-On Grant”). Vesting Terms of the 2025 PSUs The 2025 PSUs are subject to a three-year performance period beginning January 1, 2025 and ending December 31, 2027, with the 2025 PSUs eligible to vest (if at all) in full in the first quarter of 2027 at a range of 0% to 250% of the NEO’s target number of PSUs, subject to performance achievement for 2025 Adjusted FCF and application of the Relative TSR Modifier based on performance achievement of relative TSR over the three-year performance period ending December 31, 2027 (each, as defined below) and the employee remaining continuously employed through the date that the C&TM Committee certifies such performance achievement. If performance achievement for 2025 Adjusted FCF does not reach the applicable threshold level, then no 2025 PSUs will be eligible to vest. For purposes of the 2025 PSUs, the 2025 adjusted free cash flow (the “2025 Adjusted FCF”) will be calculated as reported 2025 Adjusted EBITDA less 2025 Capex. The number of 2025 PSUs that are eligible to vest (if any) based on performance achievement for the 2025 Adjusted FCF ranges from 0% to 200% of target number of 2025 PSUs. The number of vesting-eligible 2025 PSUs (if any) that vest will be determined based on performance achievement of relative total shareholder return (“TSR”) over the three-year performance period as assessed against a TSR peer group consisting of fifteen peer companies that are within our industry or provide similar services and with which we compete for the sale of equity capital. TSR performance achievement will result in application of a multiplier (the “2025 Relative TSR Modifier”) to the number of vesting-eligible 2025 PSUs (if any). The multiples for the 2025 Relative TSR Modifier applicable to the 2025 PSUs are as follows: (i) 1.25x for performance in the top quartile, (ii) 1.10x for performance in the second quartile, (iii) 1.0x for performance in the third quartile and (iv) 0.75x for performance in the fourth quartile. The number of 2025 PSUs that may vest based on overall performance achievement is capped at 250% of the target number of 2025 PSUs. For purposes of assessing achievement of the 2025 Relative TSR Modifier, the table immediately below sets forth the 2025 TSR peer group companies.
Long-Term Equity Incentive Program
| 2025 TSR Peer Group(1) | | | | | Altice USA, Inc. | Cogent Communications Holdings, Inc. | Quebecor, Inc. | Viasat, Inc. | | AT&T Inc. | Comcast Corporation | Shenandoah Telecommunications Company | Verizon Communications Inc. | | Charter Communications, Inc. | Iridium Communications, Inc. | Telephone and Data Systems, Inc. | WideOpenWest, Inc. | | Cogeco Communications Inc. | Lumen Technologies, Inc. | T- Mobile US, Inc. | |
Long-Term Equity Incentive Program
| (1) The following changes were made to the composition of the 2025 TSR peer group from the 2024 TSR peer group: two companies (Consolidated Communications Holdings, Inc. and WideOpenWest, Inc.) were removed as each company was acquired, or announced to soon be acquired, and no longer satisfied the criteria for which it was originally selected by the C&TM Committee. |
Long-Term Equity Incentive Program
Vesting Terms of the 2025 RSUs The 2025 RSUs granted to the NEOs generally vest in substantially equal installments on each of the first three anniversaries of the applicable grant date, subject to the NEO’s continued employment through the applicable vesting date. The inclusion of RSUs as part of our 2025 long-term equity incentive program is designed to enhance retention by rewarding long-term service. 2025 Long-Term Equity Incentive Awards to NEOs The C&TM Committee approved grants of 2025 PSUs and 2025 RSUs to each NEO with the grant date face values as set forth in the table immediately below. For additional information on grants of the 2025 PSUs and 2025 RSUs to the NEOs, please see the table and accompanying footnotes set forth below in the section entitled “Executive Compensation—2025 Grants of Plan-Based Awards.”
2025 PSUs and 2025 RSUs
2025 PSUs and 2025 RSUs
2025 PSUs and 2025 RSUs
| Name | Target Face Value of PSUs ($) | Target Number of PSUs (#)(1) | Grant Date Face Value of RSUs ($) | Number of RSUs Awarded (#)(2) | Total Face Target Value of PSUs and RSUs ($) | Proportion of PSUs (%) | Proportion 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 | | Anthony J. Mokry(3) | 600,000 | 1,607 | 700,000 | 1,874 | 1,300,000 | 46 | 54 |
2025 PSUs and 2025 RSUs
| (1) The 2025 PSUs will be eligible to vest (if at all) based upon 2025 Adjusted FCF and the 2025 Relative TSR Modifier, subject to the NEO remaining employed through the performance certification date (except in the case of certain qualifying terminations). | | (2) The 2025 RSU awards will vest in substantially equal installments on each of the first three anniversaries of applicable grant date, subject to the NEO’s continued employment through the applicable vesting date (except in the case of certain qualifying terminations). | | (3) For Mr. Mokry, amounts in this table also include the values attributable to the Mokry Sign-On Grant. The target face value of his 2025 long term-equity incentive award was $1,000,000 granted in the form of 60% PSUs ($600,000) and 40% RSUs ($400,000). |
2025 PSUs and 2025 RSUs
2023 PSU Awards On February 2, 2026, the C&TM Committee assessed and certified performance achievement for the PSUs granted to the NEOs in 2023 for the performance period which began January 1, 2023 and ended December 31, 2025 (the “2023 PSUs”). Generally, the 2023 PSUs were subject to the same time- and performance-based vesting conditions as the 2025 PSUs (other than due to such awards having a different performance period and using year-over-year Adjusted FCF growth as opposed to Adjusted FCF), which will hereinafter be referred to as the 2023 Adjusted FCF Growth and the 2023 Relative TSR Modifier. For purposes of the 2023 PSUs, 2023 Adjusted FCF Growth was determined pursuant to a pre-established list of adjustments approved by the C&TM Committee. The table immediately below shows the applicable adjustments and sets forth the performance results for 2023 Adjusted FCF Growth. The C&TM Committee certified performance achievement for 2023 Adjusted FCF Growth equal to 9.31% and fourth quartile Relative TSR performance as compared to the Company’s TSR peer group for the three-year performance period. As a result of the foregoing performance achievement, the C&TM Committee approved a performance factor of 200% for the 2023 Adjusted FCF Growth goal and a multiplier of 0.75x for the 2023 Relative TSR Modifier, as provided in the tables immediately below.
2025 PSUs and 2025 RSUs
| Financial Performance Metric | Threshold (0%) | Target (100%) | Maximum (250%) | Actual | Weight / Multiplier | Payout | | Adjusted FCF Growth | 0% | 5% | 8.75% | 9.31% | 200% | 200% | | Relative TSR Modifier | N/A | 1x | 1.25x | 0.75x | 0.75x | 0.75x | | Total Payout | | | | | | 150% |
2025 PSUs and 2025 RSUs
| Name(1) | Target PSUs (#) | Adjusted FCF Growth Performance (% of Target)(2) | PSUs Eligible to Vest (#)(3) | Relative TSR Modifier (#) | PSUs Earned (% of Target) | PSUs Earned (#) | | Julia M. Laulis | 4,999 | 200% | 9,998 | 0.75x | 150 | 7,499 | | Kenneth E. Johnson | 905 | 200% | 1,810 | 0.75x | 150 | 1,357 | | Todd M. Koetje | 1,465 | 200% | 2,930 | 0.75x | 150 | 2,198 | | Megan M. Detz | 948 | 200% | 1,896 | 0.75x | 150 | 1,422 |
2025 PSUs and 2025 RSUs
| (1) Mr. Mokry commenced employment on October 11, 2024, and as such did not hold 2023 PSUs. | | (2) Represents the percentage of the target number of 2023 PSUs that are eligible to vest (prior to application of the multiplier based on achievement of the 2023 Relative TSR Modifier), based on achievement for the 2023 Adjusted FCF Growth. | | (3) Represents the number of 2023 PSUs that are eligible to vest based on achievement for the 2023 Adjusted FCF Growth (prior to the application of the multiplier based on achievement of the 2023 Relative TSR Modifier). |
2025 PSUs and 2025 RSUs
Treatment of Long-Term Equity Incentive Awards upon Certain Terminations In the event of a termination due to (i) death or disability, (ii) for all employees (including the NEOs), without “cause” or, (iii) solely for executive officers (including the NEOs) a resignation for “good reason” (as such terms are defined in the applicable award agreements), in each case, on or after the first anniversary of the grant date of the applicable award (including the 2025 RSUs and 2025 PSUs), then such NEO will be entitled to vesting of a pro-rata amount of the unvested portion of the applicable award (for PSUs, such portion remains outstanding and subject to performance-based vesting conditions). The foregoing treatment generally applies in the case of such termination occurring more than 18 months following a “change of control” transaction where the employee received a replacement award (for PSUs, based on target level). Upon the foregoing terminations occurring within 18 months of a “change of control” and where the employee received a replacement award, such award generally will vest in full on the date of such termination. For long-term equity incentive awards granted beginning in 2025, in the event that an employee (including the NEOs) terminates his or her employment due to a qualifying retirement (i.e., after attaining age 60 with at least five years of continuous service) on or after the first anniversary of the grant date of the applicable award, then such employee generally will be eligible to vest in the full award (for PSUs, subject to performance determination).
Other Benefits
Other Benefits The NEOs are entitled to employee benefits generally available to all of 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 it operates. In addition, the NEOs are eligible to receive certain retirement and deferred compensation benefits as described in more detail in the section below entitled “—Retirement Plans.” Perquisites Perquisites are not a principal element of our executive compensation program. The NEOs receive limited perquisites to assist the them in the performance of their duties on the Company’s behalf, or to provide certain health and wellness benefits. In 2025, the Company for the first time provided executives (including the NEOs) with an opportunity to receive a Company-paid executive physical. In addition, we provide data, video and voice service cost reimbursement benefits to certain of our corporate office employees, including our NEOs and similar benefits to employees that reside in one of our markets. For additional detail regarding perquisites provided to the NEOs, please see the table and accompanying footnote 6 in the section entitled “Executive Compensation—2025 Summary Compensation Table.” Severance Benefits On July 19, 2025, we adopted the Cable One, Inc. 2025 Executive Severance Plan (the “Executive Severance Plan”), which provides severance benefits to employees with a title of Vice President and above (including the NEOs) in the event that such individual experiences a termination of employment without “cause” or due to the executive’s resignation for “good reason” (each, as defined in the Executive Severance Plan). Upon a qualifying termination under the Executive Severance Plan, each NEO would be entitled to, subject to his or her executing and not revoking a general release of claims in favor of the Company, the following severance benefits: (i) a lump sum cash payment equal to an 18-month period of base salary (for persons with a title of Senior Vice President or above) or 9 months (for persons with a title of Vice President), (ii) accelerated vesting of any unvested portion of his or her outstanding long-term equity incentive awards that were granted prior to January 1, 2026, (iii) a lump sum cash payment of such NEO’s target annual cash incentive award for the year of such termination and (iv) a lump sum cash payment representing 18 months (for persons with a title of Senior Vice President or above) or 9 months (for persons with a title of Vice President) of continued group health coverage premiums. We also sponsor the Cable One, Inc. 2022 Senior Executive Severance Pay Plan, adopted effective as of January 1, 2022 (the “CIC Severance Plan”), which provides employees with a title of Vice President and above (including the NEOs) severance benefits in the event that such individual experiences a termination of employment without “cause” or due to the executive’s resignation for “good reason” during the period that is three months prior to or within 18 months following a “change of control” transaction (each, as defined in the CIC Severance Plan). In the event of a qualifying termination under the CIC Severance Plan, each NEO will be entitled, subject to his or her execution and non-revocation of a general release of claims in favor of the Company, to receive severance benefits as follows: (i) the sum of such NEO’s base salary and target annual cash incentive bonus for the year of the qualifying termination multiplied by (a) 2.5, for an NEO who is a C-Suite Officer (as defined in the CIC Severance Plan), (b) 2, for an NEO with a title of Senior Vice President or (c) 1, for an NEO with a title of Vice President, (ii) a lump sum cash payment of a pro rata portion of such NEO’s target annual cash incentive bonus for the year of the qualifying termination and (iii) a lump sum cash payment representing 18 months (for persons with a title of Senior Vice President or above) or 12 months (for persons with a title of Vice President) of continued group health coverage premiums. The CIC Severance Plan does 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 (including the NEOs). 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, its 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. For additional information regarding the amounts payable under the Executive Severance Plan and the CIC Severance Plan, please see the table and accompanying footnotes below in the section entitled “Executive Compensation—Potential Payments Upon Termination or Change of Control.”
Individual Arrangements with the NEOs
Individual Arrangements with the NEOs Laulis Retirement Agreement On May 29, 2025, we entered into a Retirement Agreement and General Release of Claims with Ms. Laulis (the “Retirement Agreement”). The Retirement Agreement became effective and payments commenced on January 1, 2026. Under the terms of the Retirement Agreement, Ms. Laulis’ role as our Chair of the Board, President and Chief Executive Officer ended on December 31, 2025, but she will remain employed with us as a non-executive senior advisor through January 3, 2027. Pursuant to the terms of the Retirement Agreement, effective as of January 1, 2026, Ms. Laulis (i) receives a base salary at an annualized rate of $472,500 during her employment as a senior advisor; (ii) remained eligible to receive a 2025 annual cash incentive payout in accordance with the 2025 Bonus Plan determined based on a target bonus opportunity of 125% of her base salary during 2025, with her actual payout as shown above under “Annual Cash Incentive Program—2025 Annual Cash Incentive Payouts;” (iii) continues to participate in our benefit plans through January 3, 2027; (iv) received a lump sum cash payment of $15,000 reflecting reimbursement of her attorney fees, paid in 2025 as shown in the table and accompanying footnote 6 in the section entitled “Executive Compensation—2025 Summary Compensation Table;” and (v) is entitled to a lump sum payment equal to ten times her monthly COBRA premium, contingent upon her execution and non-revocation of a supplemental release of claims in favor of the Company upon a termination of her employment. The Retirement Agreement also contains a customary release of claims by Ms. Laulis, an acknowledgement by Ms. Laulis of her obligations to comply with the restrictive covenants set forth in our Clawback Policy (as defined below), and other customary terms. Pursuant to the Retirement Agreement, Ms. Laulis also resigned from the Board as of December 31, 2025. Ms. Laulis’ outstanding equity awards will be treated in accordance with their terms through January 3, 2027 and she will not be granted any additional annual cash or equity incentive awards after December 31, 2025. Holanda Offer Letter On December 23, 2025, we entered into an offer letter with James A. Holanda, in connection with his appointment as our Chief Executive Officer effective as of February 16, 2026, which is the date he commenced employment with us (the “Holanda Offer Letter”). The Holanda Offer Letter provides Mr. Holanda with the following compensation and benefits: (i) an annual base salary of $1,400,000; (ii) an annual target bonus equal to 150% of his annual base salary; (iii) a one-time grant of equity-based awards having an aggregate grant date fair market value of approximately $10,000,000 granted in the form of 60% PSUs and 40% RSUs (provided that the aggregate number of shares of Company stock subject to the foregoing awards may not exceed 169,000); (iv) beginning January 1, 2027, eligibility for annual equity-based award grants in accordance with our executive compensation program; and (v) a one-time cash payment of $175,000, representing relocation assistance in connection with his relocation following commencement of employment with us (the “Relocation Assistance Payment”). In addition, as provided in the Holanda Offer Letter, because Mr. Holanda did not receive an annual bonus from his prior employer with respect to his provision of services for the calendar year 2025 due to his commencing employment with us, we paid to him a one-time lump sum cash amount of $750,000 during the first quarter of 2026, representing compensation for the annual bonus he would have received had he not commenced employment with us (the “Foregone Bonus”). In the event Mr. Holanda’s employment with us ends for any reason (other than in the case of certain involuntary terminations or due to his resignation for “good reason” (as defined in the Executive Severance Plan)), prior to the second anniversary of his employment commencement date, then Mr. Holanda will be obligated to refund to us the Foregone Bonus and the Relocation Assistance Payment. Interim CEO Compensation for Mr. Koetje In connection with Ms. Laulis’ ceasing to serve as our CEO, Mr. Koetje, our current Chief Financial Officer, was appointed to the position of interim CEO, effective as of January 1, 2026 through February 16, 2026, the date that Mr. Holanda commenced employment with us. For his service as interim CEO, the C&TM Committee approved a monthly cash bonus of $40,000 to be paid for each calendar month of such service (prorated for any partial month of service) in addition to his normal compensation package. Departure of Mr. Johnson On March 27, 2026, we determined that Mr. Johnson would step down from his current role as Chief Operating Officer of the Company effective May 1, 2026. Commencing May 1, 2026, Mr. Johnson is expected to remain employed as a senior advisor until January 2027
2026 Compensation Actions
2026 Compensation Actions 2026 Base Salaries In connection with our annual executive compensation review process, the C&TM Committee determined the following annual base salaries for each NEO effective as of January 1, 2026, as set forth in the table below. The C&TM Committee made its determinations with respect to each NEO’s annual base salary in consideration of the factors discussed in the section above entitled “Executive Compensation Decision Making—Compensation Setting Process.” As part of its discussion and consideration, the C&TM Committee noted the significant shortfall in total compensation provided to our executive officers (including the NEOs) relative to the total compensation paid to executives in comparable positions at our peer group companies. Notwithstanding the increases in base salaries for both 2025 and 2026, the total compensation shortfall compared to executives in comparable positions at our peer group companies has increased despite our efforts to maintain market competitiveness and generally, the salary levels for the executive officers (including the NEOs) remained below the 25th percentile as compared to peer companies prior to and following the 2025 and 2026 increases. For each NEO, a substantial portion of his or her total compensation remained at risk and subject to objective performance goals, consistent with our compensation philosophy and objectives, discussed in additional detail under the section above entitled “Executive Compensation Program Elements and Objectives.”
2026 Compensation Actions
2026 Annual Incentive Bonus On January 2, 2026, the C&TM Committee approved the 2026 Annual Executive Bonus Plan (the “2026 Bonus Plan”). The 2026 Bonus Plan is intended to motivate and reward the NEOs to achieve and exceed annual financial goals and milestones that are expected to advance our long-term growth strategy. Under the 2026 Bonus Plan, each NEO was granted a target annual incentive opportunity expressed as a percentage of such NEO’s base salary and will receive a cash amount (if any) based on achievement of applicable performance goals, subject to such NEO remaining continuously employed with us through the applicable payment date. The 2026 Bonus Plan will utilize the same performance metrics that applied to the 2025 Annual Bonus Plan, but as applied to 2026. We believe that the combination of Adjusted EBITDA and adjusted Capex 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 amount that may be earned and payable (if any) is capped at 200% of each NEO’s target bonus opportunity. In the event that performance achievement fails to reach the threshold level of performance, then no payment will be made under the 2026 Bonus Plan. The target annual incentive opportunity for each NEO was unchanged from the target opportunity provided under the 2025 Bonus Plan. In making its determination of the NEO grants under the 2026 Bonus Plan, the C&TM Committee considered the factors discussed in additional detail in the section above entitled “Executive Compensation Decision Making—Compensation Setting Process.” The table immediately below sets forth each NEO’s respective target annual incentive opportunity under the 2026 Bonus Plan.
2026 Compensation Actions
| Name | 2026 Target Bonus (% of Salary) | 2025 Target Bonus (% of Salary) | Change (%) | | Julia M. Laulis(1) | — | 125 | (125) | | Kenneth E. Johnson | 90 | 90 | — | | Todd M. Koetje | 90 | 90 | — | | Megan M. Detz | 90 | 90 | — | | Anthony J. Mokry | 65 | 65 | — |
2026 Compensation Actions
2026 Long-Term Equity Incentive Program Our 2026 long-term equity incentive awards (the “2026 Equity Awards”) are largely unchanged from 2025, and continue to reflect our performance-based pay philosophy by providing that a significant majority (60%) of the target grant date face value is at risk and tied to performance-based vesting conditions. However, the C&TM Committee determined that, in order to maintain the Company’s pay-for-performance objectives while aligning the program with the interest of stockholders in preserving stockholder value, the Company granted the 2026 Equity Awards in the form of cash-settled phantom equity awards for the NEOs. For additional information on the factors considered by the C&TM Committee in connection with the 2026 Equity Awards, please see the section above entitled “Executive Compensation Decision Making—Compensation Setting Process.” The 2026 Equity Awards will be subject to substantially the same terms and conditions as were included for the 2025 RSUs and PSUs, including being (i) granted in a mix of 60% in the form of PSUs (the “2026 PSUs”) and 40% in the form of RSUs (the “2026 RSUs”); (ii) subject to a three-year vesting schedule (in substantially equal installments, in case of the 2026 RSUs, and on a cliff basis (if at all) following the performance period, for the 2026 PSUs); and (iii) for the 2026 PSUs, subject to the same performance metrics of Adjusted FCF and TSR (including application of the modifier with respect thereto) for the corresponding periods of such 2026 PSUs. In addition, for purposes of the 2026 PSUs, the 2026 adjusted free cash flow will be calculated as reported 2026 Adjusted EBITDA less 2026 Capex. However, because the 2026 Equity Awards were granted in the form of phantom awards, the portion(s) of the 2026 Equity Awards that vest (if any) will be settled in cash, rather than Company stock. Payouts under the 2026 Equity Awards will also be subject to a cap of five times the grant date face value (for PSUs, based on target level). Effective January 3, 2026, the C&TM Committee granted 2026 PSUs and 2026 RSUs to the NEOs with grant date face values as summarized in the table immediately below.
2026 PSUs and 2026 RSUs
2026 PSUs and 2026 RSUs
2026 PSUs and 2026 RSUs
| Name | Target Grant Date Face Value of PSUs ($) | Target Number of 2026 PSUs (#)(2) | Grant Date Face Value of 2026 RSUs ($) | Number of 2026 RSUs (#)(3) | Total Grant Date Value of 2026 Equity Awards ($) | Proportion of 2026 PSUs (%) | Proportion of 2026 RSUs (%) | | Julia M. Laulis(1) | — | — | — | — | — | — | — | | Kenneth E. Johnson | 1,440,000 | 13,824 | 960,000 | 9,216 | 2,400,000 | 60 | 40 | | Todd M. Koetje | 1,200,000 | 11,520 | 800,000 | 7,680 | 2,000,000 | 60 | 40 | | Megan M. Detz | 780,000 | 7,488 | 520,000 | 4,992 | 1,300,000 | 60 | 40 | | Anthony J. Mokry | 780,000 | 7,488 | 520,000 | 4,992 | 1,300,000 | 60 | 40 |
2026 PSUs and 2026 RSUs
| (1) Effective on December 31, 2025, Ms. Laulis ceased serving as an executive officer. Pursuant to the Retirement Agreement, Ms. Laulis is not eligible for a grant of long-term equity incentives for 2026. For additional information related to the Retirement Agreement, please see the section above entitled “Individual Arrangements with the NEOs—Laulis Retirement Agreement.” |
Equity Grant Practices
Equity Grant Practices Since 2020, our practice has been to grant 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 stock appreciation rights (“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 the NEOs.
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 with respect to 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. Our annual cash incentive program and our long-term equity incentive award agreements and the Executive Severance Plan and CIC Severance Plan are subject to our clawback policies. Our Clawback Policy contains restrictive covenants that obligate each NEO not to disclose any of our confidential information or knowingly or intentionally disparage the Company at any time. In addition, for two years following termination of employment, an NEO is not permitted to: (i) compete with us by directly or indirectly rendering services to, or owning or acquiring certain interests in, any entity that provides services similar to the services we provide in the same areas as our systems, provides services to communities where we own systems, or provides services to us, or (ii) directly or indirectly, solicit the employment of, employ or cause any other person to take such actions with respect to any person who was our employee or an employee of our affiliates on, or within two years prior to, the effective date of termination.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows the compensation earned or paid by the Company during 2025 to our NEOs as of December 31, 2025. Information is also provided for 2024 and 2023 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.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Julia M. Laulis (1) Chair of the Board, President and CEO | 2025 | 945,000 | — | 8,566,881 | 526,932 | 7,463 | 112,780 | 10,159,056 | | | 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 | | Kenneth E. Johnson Chief Operating Officer | 2025 | 475,000 | — | 2,569,911 | 190,699 | — | 49,346 | 3,284,956 | | | 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 | | Todd M. Koetje Chief Financial Officer | 2025 | 445,000 | — | 2,141,335 | 178,655 | — | 39,438 | 2,804,428 | | | 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 | | Megan M. Detz Chief People Officer | 2025 | 357,000 | — | 1,391,714 | 143,325 | — | 24,600 | 1,916,639 | | | 2024 | 320,000 | — | 1,710,289 | 208,399 | — | 58,299 | 2,296,987 | | Anthony J. Mokry Senior Vice President, Residential Services | 2025 | 350,000 | — | 1,370,444 | 101,483 | — | 34,844 | 1,856,771 |
2025 Summary Compensation Table
| (1) Ms. Laulis ceased serving as Chair of the Board, President and CEO as of December 31, 2025. For additional information related to her ceasing to serve in such roles, please see the section above entitled “Compensation Discussion and Analysis—Individual Arrangements with the NEOs— Laulis Retirement Agreement.” | | (2) Represents base salaries earned for the respective fiscal year. | | (3) Represents the aggregate grant date fair value of the RSU and PSU awards granted in the respective fiscal year computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures, rather than the amounts paid to or realized by our NEOs. The amounts included for the PSUs are based on a probable outcome of target level of achievement, as determined at the time of grant. There can be no assurance that the amounts included will be realized, and amounts could ultimately exceed these calculated fair values. Please see Note 14 of the Notes to the Consolidated Financial Statements contained in our 2025 Form 10-K for a discussion of the assumptions used in the valuation of the awards. |
2025 Summary Compensation Table
Set forth in the table immediately below is the maximum value for the PSUs granted to our NEOs during 2025 (i.e., 250% of the target award value) calculated using exact values. Minor differences may exist due to rounding.
2025 Summary Compensation Table
| Name | Maximum Value of PSUs ($) | | Julia M. Laulis | 13,418,930 | | Kenneth E. Johnson | 4,025,053 | | Todd M. Koetje | 3,354,211 | | Megan M. Detz | 2,179,924 | | Anthony J. Mokry | 1,676,897 |
2025 Summary Compensation Table
| (4) Amounts in this column represent payments under our annual cash incentive program for the respective fiscal year. The 2025 Bonus Plan is described in further detail under “Compensation Discussion and Analysis—Our Executive Compensation Program —Annual Cash Incentive Program” above. |
2025 Summary Compensation Table
| (5) The amounts shown in this column represent increases, if any, in the present value of benefits under the SERP as described section entitled “Compensation Discussion and Analysis—Our Executive Compensation Program—Retirement Plans” above. 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 5.23% and using Pri-2012 fully generational white collar mortality table for females using Scale MP-2021. Please see the “—2025 Pension Benefits” table below for additional information regarding these benefits. Please see the “Retirement Benefits” section below and the “—2025 Pension Benefits” table for additional information regarding these benefits. |
2025 Summary Compensation Table
| (6) The amounts included in this column represent additional payments to our NEOs for the respective fiscal year. For the 2025 fiscal year, such amounts included are set forth in the table immediately below. |
2025 Summary Compensation Table
| All Other Compensation | | | | | | | Name | Perquisites ($)(a) | 401(k) Company Contributions ($)(b) | PSA and PSU Dividends ($)(c) | Retirement Agreement Benefit ($)(d) | Total ($) | | Julia M. Laulis | 840 | 17,500 | 79,440 | 15,000 | 112,780 | | Kenneth E. Johnson | 10,772 | 14,541 | 24,033 | — | 49,346 | | Todd M. Koetje | 17,301 | — | 22,137 | — | 39,438 | | Megan M. Detz | 900 | 8,875 | 14,825 | — | 24,600 | | Anthony J. Mokry | 10,772 | 16,962 | 7,110 | — | 34,844 |
2025 Summary Compensation Table
| (a) Amounts in this column represent the perquisites for our NEOs for the 2025 fiscal year. For Messrs. Johnson and Mokry, such amount consists of $10,772 for travel and related spousal and family expenses in connection with performance incentive travel reimbursed by the Company. For Mr. Koetje, such amount consists of $17,301 reimbursement cost for an executive physical. Amounts in this column for Ms. Laulis and Ms. Detz consist of the Company’s reimbursement cost for data, video and voice services. |
2025 Summary Compensation Table
| (b) Amounts in this column represent fully-vested 401(k) matching contributions for the 2025 fiscal year made by us to the respective NEO. |
2025 Summary Compensation Table
| (c) Amounts in this column represent dividend equivalents that were credited in the fiscal year 2025 with respect to equity-based awards held by the NEO. The dividend equivalent amounts were not included in the grant date fair value of such award, which are reported in the “Stock Awards” column of the above “2025 Summary Compensation Table.” Dividend equivalents are subject to the same vesting terms as the underlying award and will vest only if the corresponding portion of the award vests (otherwise, such amount is forfeited). |
2025 Summary Compensation Table
| (d) The amount in this column represents a lump sum cash payment of $15,000 reflecting reimbursement to Ms. Laulis of attorney fees she incurred in connection with the review of the Retirement Agreement. For additional information please see “Compensation Discussion and Analysis—Individual Arrangements with the NEOs—Laulis Retirement Agreement” above. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table sets forth grants of plan-based awards made to our NEOs under the 2022 Plan during 2025.
2025 Grants of Plan-Based Awards
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Grant Type | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Julia M. Laulis (6) | — | Annual Incentive | — | 295,313 | 1,181,250 | 2,362,500 | — | — | — | — | — | | | 01/03/2025 | PSUs | 12/31/2024 | — | — | — | 4,886 | 12,857 | 32,145 | — | 5,367,155 | | | 01/03/2025 | RSUs | 12/31/2024 | — | — | — | — | — | — | 8,571 | 3,199,726 | | Kenneth E. Johnson | — | Annual Incentive | — | 106,875 | 427,500 | 855,000 | — | — | — | — | — | | | 01/03/2025 | PSUs | 12/31/2024 | — | — | — | 1,466 | 3,857 | 9,642 | — | 1,610,105 | | | 01/03/2025 | RSUs | 12/31/2024 | — | — | — | — | — | — | 2,571 | 959,806 | | Todd M. Koetje | — | Annual Incentive | — | 100,125 | 400,500 | 801,000 | — | — | — | — | — | | | 01/03/2025 | PSUs | 12/31/2024 | — | — | — | 1,221 | 3,214 | 8,035 | — | 1,341,684 | | | 01/03/2025 | RSUs | 12/31/2024 | — | — | — | — | — | — | 2,142 | 799,651 | | Megan M. Detz | — | Annual Incentive | — | 80,325 | 321,300 | 642,600 | — | — | — | — | — | | | 01/03/2025 | PSUs | 12/31/2024 | — | — | — | 794 | 2,089 | 5,222 | — | 872,053 | | | 01/03/2025 | RSUs | 12/31/2024 | — | — | — | — | — | — | 1,392 | 519,661 | | Anthony J. Mokry (6) | — | Annual Incentive | — | 56,875 | 227,500 | 455,000 | — | — | — | — | — | | | 01/03/2025 | PSUs | 12/31/2024 | — | — | — | 611 | 1,607 | 4,017 | — | 670,842 | | | 01/03/2025 | RSUs | 12/31/2024 | — | — | — | — | — | — | 1,874 | 699,602 |
2025 Grants of Plan-Based Awards
| (1) Represents the date on which the respective grant was approved by the C&TM Committee. |
2025 Grants of Plan-Based Awards
| (2) Amounts in the “Threshold,” “Target” and “Maximum” columns reflect potential payouts based on performance relative to targets under the 2025 Bonus Plan. For amounts actually paid to the NEOs, please see the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table.” For further information about these awards, please see “Compensation Discussion and Analysis—Our Executive Compensation Program—Annual Cash Incentive Program” above. |
2025 Grants of Plan-Based Awards
| (3) Amounts in these columns represent the number of PSUs, rounded to the nearest whole share of our stock, that would be deliverable based on performance achievement at threshold, target and maximum levels, following the applicable performance period and subject to the NEO remaining continuously employed through the performance determination date. For further information regarding the PSUs, including vesting and performance conditions, please see “Compensation Discussion and Analysis—Our Executive Compensation Program—Long-Term Equity Incentive Program” above. |
2025 Grants of Plan-Based Awards
| (4) Amounts in this column represent the number of RSUs that are generally eligible to vest in equal installments on each of the first three anniversaries of the grant date, subject to the NEO’s continuous employment through each such vesting date. For further information about these awards, please see “Compensation Discussion and Analysis—Our Executive Compensation Program—Long-Term Equity Incentive Program” and “—2025 Long Term Equity Incentive Awards to NEOs” above. | | (5) Amounts in this column represent the grant date fair value of 2025 PSU and 2025 RSU awards computed in accordance with Topic 718, excluding the effect of estimated forfeitures. For PSUs, such amounts are based on the probable outcome of performance achievement being at target level, as determined as the time of grant. | | (6) For Mr. Mokry, number of RSUs shown in this table also includes the Mokry Sign-On Grant. For further information about the Mokry Sign-On Grant, please see “Compensation Discussion and Analysis—Our Executive Compensation Program ——Long-Term Equity Incentive Program” and “—2025 Long Term Equity Incentive Awards to NEOs” above. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth the outstanding grants of equity-based awards for each NEOs at fiscal year-end.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | SAR Awards | | | | Stock Awards | | | | | Name | Grant Date | Grant Type(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 (#) | Market Value of Shares or Units of Stock That Have Not Vested ($))(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Julia M. Laulis | 1/3/2017 | SARs | 2,000 | — | 619.66 | 1/3/2027 | — | — | — | — | | | 1/3/2018 | SARs | 2,000 | — | 707.17 | 1/3/2028 | — | — | — | — | | | 1/3/2019 | SARs | 2,000 | — | 811.96 | 1/3/2029 | — | — | — | — | | | 1/3/2022 | RSAs | — | — | — | — | 161 | 18,169 | — | — | | | 1/3/2023 | RSUs | — | — | — | — | 1,111 | 125,376 | — | — | | | 1/3/2023 | PSUs | — | — | — | — | — | — | 7,499 | 846,206 | | | 1/3/2024 | RSUs | — | — | — | — | 2,857 | 322,412 | — | — | | | 1/3/2024 | PSUs | — | — | — | — | — | — | 16,070 | 1,813,500 | | | 1/3/2025 | RSUs | — | — | — | — | 8,571 | 967,237 | — | — | | | 1/3/2025 | PSUs | — | — | — | — | — | — | 32,145 | 3,627,563 | | Kenneth E. Johnson | 7/3/2017 | SARs | 366 | — | 719.01 | 7/3/2027 | — | — | — | — | | | 1/3/2018 | SARs | 1,000 | — | 707.17 | 1/3/2028 | — | — | — | — | | | 1/3/2019 | SARs | 1,500 | — | 811.96 | 1/3/2029 | — | — | — | — | | | 1/3/2022 | RSAs | — | — | — | — | 48 | 5,417 | — | — | | | 1/3/2023 | RSUs | — | — | — | — | 201 | 22,683 | — | — | | | 1/3/2023 | PSUs | — | — | — | — | — | — | 1,357 | 153,081 | | | 1/3/2024 | RSUs | — | — | — | — | 886 | 99,985 | — | — | | | 1/3/2024 | PSUs | — | — | — | — | — | — | 4,987 | 562,783 | | | 3/1/2024 | RSUs | — | — | — | — | 174 | 19,636 | — | — | | | 3/1/2024 | PSUs | — | — | — | — | — | — | 982 | 110,819 | | | 1/3/2025 | RSUs | — | — | — | — | 2,571 | 290,137 | — | — | | | 1/3/2025 | PSUs | — | — | — | — | — | — | 9,642 | 1,088,100 | | Todd M. Koetje | 10/1/2021 | SARs | 2,000 | — | 1,845.13 | 10/1/2031 | — | — | — | — | | | 1/3/2022 | RSAs | — | — | — | — | 46 | 5,191 | — | — | | | 1/3/2023 | RSUs | — | — | — | — | 325 | 36,676 | — | — | | | 1/3/2023 | PSUs | — | — | — | — | — | — | 2,198 | 247,988 | | | 1/3/2024 | RSUs | — | — | — | — | 1,084 | 122,329 | — | — | | | 1/3/2024 | PSUs | — | — | — | — | — | — | 6,095 | 687,821 | | | 1/3/2025 | RSUs | — | — | — | — | 2,142 | 241,725 | — | — | | | 1/3/2025 | PSUs | — | — | — | — | — | — | 8,035 | 906,750 | | Megan M. Detz | 7/1/2021 | SARs | 2,000 | — | 1,902.23 | 7/1/2031 | — | — | — | — | | | 1/3/2022 | RSAs | — | — | — | — | 48 | 5,417 | — | — | | | 1/3/2023 | RSUs | — | — | — | — | 210 | 23,699 | — | — | | | 1/3/2023 | PSUs | — | — | — | — | — | — | 1,422 | 160,473 | | | 1/3/2024 | RSUs | — | — | — | — | 788 | 88,926 | — | — | | | 1/3/2024 | PSUs | — | — | — | — | — | — | 4,432 | 500,151 | | | 1/3/2025 | RSUs | — | — | — | — | 1,392 | 157,087 | — | — | | | 1/3/2025 | PSUs | — | — | — | — | — | — | 5,222 | 589,303 | | Anthony J. Mokry | 1/3/2025 | RSUs | — | — | — | — | 1,874 | 211,481 | — | — | | | 1/3/2025 | PSUs | — | — | — | — | — | — | 4,017 | 453,318 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Generally, subject to the NEO remaining continuously employed through the applicable vesting date (or, for PSUs, the applicable performance determination date): (i) SARs vest in equal installments on each of the first four anniversaries of the applicable grant date; (ii) RSAs vest either in equal installments on each of the first four anniversaries of the applicable grant date or in full on the third anniversary of the applicable grant date; (iii) RSUs vest in equal installments on each of the first three anniversaries of the applicable grant date; and (iv) PSUs vest on the applicable performance determination date, based on performance achievement over the applicable performance period, as certified by the C&TM Committee on the Determination Date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| The following table shows the grant date and remaining vesting dates of the awards set forth above. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| Award Type | Grant Date | Remaining Vesting Date(s) | | RSA | January 3, 2022 | January 3, 2026 | | RSU | January 3, 2023 | January 3, 2026 | | RSU | January 3, 2024 | January 3, 2026 and 2027 | | RSU | March 1, 2024 | January 3, 2026 and 2027 | | PSU | January 3, 2023 | Between December 31, 2025 and March 15, 2026, provided that the applicable performance and service criteria are met | | PSU | January 3, 2024 | Between December 31, 2026 and March 15, 2027, provided that the applicable performance and service criteria are met | | PSU | March 1, 2024 | Between December 31, 2026 and March 15, 2027, provided that the applicable performance and service criteria are met | | PSU | January 3, 2025 | Between December 31, 2027 and March 15, 2028, provided that the applicable performance and service criteria are met |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Amounts in these columns were calculated using the closing price of a share of our common stock on December 31, 2025, the last trading day of 2025, which was $112.85. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Amounts in this column represent (i) with respect to PSUs granted in 2023, the number of PSUs that vested at the 150% level on February 2, 2026, after the C&TM Committee certified performance results over the applicable performance period and were deliverable in shares of our common stock, subject to the NEO’s continued employment through such date and (ii) with respect to PSUs granted in 2024 and 2025, the number of PSUs that will vest following the applicable performance period (assuming maximum level of achievement), subject to the NEO remaining continuously employed through the date that the C&TM Committee certifies performance achievement. |
2025 SAR Exercises and 2025 Stock Vested
2025 SAR Exercises and 2025 Stock Vested The following table sets forth information regarding the exercise of SAR awards and vesting of stock awards during 2025.
2025 SAR Exercises and 2025 Stock Vested
| | SAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Julia M. Laulis | — | — | 3,888 | 1,451,468 | | Kenneth E. Johnson | — | — | 1,123 | 419,238 | | Todd M. Koetje | — | — | 1,212 | 452,464 | | Megan M. Detz | — | — | 964 | 359,880 | | Anthony J. Mokry | — | — | — | — |
2025 SAR Exercises and 2025 Stock Vested
| (1) Calculated using the applicable closing price of a share of our common stock based on the applicable exercise measurement or vesting date. |
2025 Pension Benefits
2025 Pension Benefits The following table shows years of credited service and the present value of accumulated benefits for Ms. Laulis under the SERP, as of December 31, 2025.
2025 Pension Benefits
| Name | Plan Name | Number of Years of Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | | Julia M. Laulis | SERP | 17 | 96,337 | — |
2025 Pension Benefits
| (1) Data in this column represents the number of years of credited service earned. | | (2) Amounts in this column represent the actuarial present value of the accumulated benefits under the plan. The assumptions used in determining the present value of accumulated benefits are the Pri-2012 fully generational white-collar mortality table for females using Scale MP-2021 and a 5.23% discount rate. The benefits valued reflect service and earnings through the accrual freeze date of June 30, 2015 and are valued at age 65. There can be no assurance that the amounts listed in this column will ever be fully paid out. |
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The following table shows quantitative information with respect to Ms. Laulis’ participation in the Cable One DC SERP as of December 31, 2025.
2025 Nonqualified Deferred Compensation
| Name | Deferred Compensation Arrangement | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Julia M. Laulis | Cable One DC SERP | — | — | 13,801 | — | 90,683 |
2025 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 “2025 Summary Compensation Table.” In accordance with Item 402 of Regulation S-K, gains, if any, would be included as nonqualified compensation earnings in the “2025 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. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Our NEOs are eligible for certain severance benefits pursuant to the 2022 Plan, the Executive Severance Plan and the CIC Severance Plan. Upon any termination of employment (other than for “cause”), the NEOs will receive any earned and unpaid compensation and vested balances under applicable benefit plans. For additional information of severance benefits provided to the NEOs, please see “Compensation Discussion and Analysis—Our Executive Compensation Program” and the sections “—Long-Term Equity Incentive Program—Treatment of Long-Term Equity Incentive Awards upon Certain Terminations;” and “—Other Benefits—Severance Benefits.” In general, severance benefits for NEOs are contingent on such NEO executing and not revoking a general release of claims in our favor and continued compliance with applicable restrictive covenants. The table immediately below assumes that the triggering event(s) occurred on December 31, 2025, and, for purposes of a change of control, that the successor company assumes any outstanding awards on the same material terms and conditions as applied on December 31, 2025. For purposes of the values in this table, the value of PSUs, RSAs and RSUs (including accrued and unpaid dividend equivalents) are based on the closing price of a share of our common stock on December 31, 2025, the last trading day of 2025, which was $112.85.
Potential Payments Upon Termination or Change of Control
| Name | Accelerated Equity Vesting ($) | Cash Severance ($) | Total ($) | | Julia M. Laulis(1) | | | | | Retirement (prior to, on or following a change of control)(2) | — | — | — | | Involuntary Termination (prior to a change of control)(3) | 4,624,827 | 2,627,946 | 7,252,773 | | Death or disability (prior to, on or following a change of control)(4) | 2,137,352 | — | 2,137,352 | | Involuntary Termination (on or following a change of control(5) | 4,624,827 | 6,526,071 | 11,150,898 | | Kenneth E. Johnson | | | | | Retirement (prior to, on or following a change of control(2) | — | — | — | | Involuntary Termination (prior to a change of control)(3) | 1,348,940 | 1,185,882 | 2,534,822 | | Death or disability (prior to, on or following a change of control)(4) | 563,557 | — | 563,557 | | Involuntary Termination (on or following a change of control(5) | 1,348,940 | 2,729,632 | 4,078,572 | | Todd M. Koetje | | | | | Retirement (prior to, on or following a change of control)(2) | — | — | — | | Involuntary Termination (prior to a change of control)(3) | 1,398,503 | 1,113,882 | 2,512,385 | | Death or disability (prior to, on or following a change of control)(4) | 705,088 | — | 705,088 | | Involuntary Termination (on or following a change of control(5) | 1,398,503 | 2,560,132 | 3,958,635 | | Megan M. Detz | | | | | Retirement (prior to, on or following a change of control(2) | — | — | — | | Involuntary Termination (prior to a change of control)(3) | 953,609 | 896,886 | 1,850,495 | | Death or disability (prior to, on or following a change of control)(4) | 486,450 | — | 486,450 | | Involuntary Termination (on or following a change of control(5) | 953,609 | 2,057,136 | 3,010,745 | | Anthony J. Mokry | | | | | Retirement (prior to, on or following a change of control)(2) | — | — | — | | Involuntary Termination (prior to a change of control)(3) | 334,199 | 797,986 | 1,132,185 | | Death or disability (prior to, on or following a change of control)(4) | — | — | — | | Involuntary Termination (on or following a change of control(5) | 334,199 | 1,427,986 | 1,762,185 |
Potential Payments Upon Termination or Change of Control
| (1) The amounts in this table exclude any payments for Ms. Laulis under the SERP and DC SERP, since such benefits are fully vested. For additional information regarding such benefits, please see the sections above entitled “Executive Compensation— Retirement Benefits” and the related “—2025 Pension Benefits” and “—2025 Nonqualified Deferred Compensation” tables. Ms. Laulis’ amounts reflect the severance benefits in effect as of December 31, 2025. |
Potential Payments Upon Termination or Change of Control
| (2) As of December 31, 2025, only Ms. Laulis and Mr. Johnson were eligible for retirement treatment with respect to long-term equity incentive awards (i.e., having attained age 60 with at least five years of continuous service), with only the 2025 long-term equity incentive awards being eligible for retirement vesting treatment at this time. However, since the first anniversary of the grant date for the 2025 long-term equity incentive awards had not yet occurred, such awards would have been forfeited without consideration upon a retirement. For additional information related to the foregoing benefits, please see the sections above entitled “Long-Term Equity Incentive Program—Treatment of Long-Term Equity Incentive Awards upon Certain Terminations” in the “Compensation Discussion and Analysis” section of this Proxy Statement. | | (3) The amounts in these rows represent the value attributable to (i) the pro-rata portion of outstanding equity-based awards that would vest on an accelerated basis upon a termination without “cause” or for “good reason” (for PSUs calculated assuming target achievement) and (ii) cash severance payable to the respective NEO upon a qualifying termination in accordance with the Executive Severance Plan. For additional information regarding the foregoing benefits, please see the sections above entitled “Long-Term Equity Incentive Program—Treatment of Long-Term Equity Incentive Awards upon Certain Terminations” and “Other Benefits—Severance Benefits” in the “Compensation Discussion and Analysis” section of this Proxy Statement. |
Potential Payments Upon Termination or Change of Control
| (4) The amounts in these rows represent the value of the pro-rata portion of outstanding equity-based awards granted to the NEOs that would vest on an accelerated basis upon a termination due to death or disability (for PSUs calculated assuming target achievement). For additional information regarding such benefits, please see the section above entitled “Long-Term Equity Incentive Program—Treatment of Long-Term Equity Incentive Awards upon Certain Terminations” in the “Compensation Discussion and Analysis” section of this Proxy Statement. | | (5) The amounts in these rows represent the value attributable to (i) outstanding equity-based awards for the respective NEO that would vest on an accelerated basis upon a termination “without cause” or for “good reason” within 18 months following a change of control (for PSUs calculated assuming target achievement) and (ii) cash severance payable to the respective NEO upon a qualifying termination under the CIC Severance Plan. For additional information regarding the foregoing benefits, please see the sections above entitled “Long-Term Equity Incentive Program—Treatment of Long-Term Equity Incentive Awards upon Certain Terminations” and “Other Benefits—Severance Benefits” in the “Compensation Discussion and Analysis” section of this Proxy Statement. |
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 2025, annual total compensation for our CEO, as reported in the section entitled “Executive Compensation—2025 Summary Compensation Table,” was $10,159,056. The 2025 annual total compensation for our median employee was $86,334. Based on this information, the ratio of our CEO’s annual total compensation to our median employee’s total compensation for 2025 was 118 to 1. 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:
CEO Pay Ratio
| ■ | We selected December 31, 2025, as the date upon which we would determine our employee population used to identify our median employee. As of December 31, 2025, we had approximately 2,592 full-time, part-time and temporary employees and seasonal employees, as determined for employment law purposes. We did not include independent contractors or leased workers in our determination. |
CEO Pay Ratio
| ■ | In identifying our 2025 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, 2025. 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 2025 that did not work the full year. We did not apply any cost-of-living adjustments as part of the calculation. Once we identified the median employee, we determined the annual total compensation of the median employee in accordance with the requirements for determining total compensation in the section entitled “Executive Compensation—2025 Summary Compensation Table” resulting in annual total compensation of $86,334. |
CEO Pay Ratio
SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies and assumptions, which may lead to a lack of comparability across companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE We believe our performance-based compensation philosophy for our executive officers provides incentives to achieve both short- and long-term business objectives; aligns the interests of our executive officers and long-term stockholders; and enables us to attract, hire and retain talented individuals in a competitive marketplace. Under our pay-for-performance philosophy, a substantial portion of our executive officer compensation is at-risk and tied to objective performance goals. Both annual bonuses and the majority of our annual equity incentive awards for executives are based on financial operating performance against pre-defined objective goals. Please read the section entitled “Compensation Discussion and Analysis” for additional information about our executive compensation program.
Pay Versus Performance(1)
Pay Versus Performance(1)
Pay Versus Performance(1)
| Year | Summary Compensation Table Total for PEO ($) | 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 ($) (7) | | | | 2025 | 10,159,056 | (2,344,864) | 2,465,699 | 35,544 | 5.60 | 51.64 | (357,262) | 801,702 | | 2024 | 8,044,971 | 6,450,674 | 2,506,533 | 2,043,116 | 17.51 | 66.94 | 14,480 | 853,986 | | 2023 | 7,734,480 | 8,802,197 | 2,223,784 | 2,466,805 | 26.06 | 75.96 | 267,436 | 916,944 | | 2022 | 4,796,029 | 220,818 | 1,661,147 | (376,571) | 32.65 | 61.01 | 234,118 | 911,851 | | 2021 | 4,327,815 | 2,733,449 | 2,093,808 | 1,547,359 | 79.63 | 95.42 | 291,824 | 839,325 |
Pay Versus Performance(1)
| (1) This table and the following discussion include figures for the “compensation actually paid” to Julia M. Laulis, our principal executive officer during the years presented (“PEO”), and our other NEOs, as calculated and presented in accordance with Item 402(v) of Regulation S-K. These calculated amounts incorporate the impact of changes in the price of our common stock on the value of unvested and unexercised equity awards, among other things, and do not necessarily reflect amounts of compensation earned by or paid to our PEO and other NEOs for the periods presented. |
Pay Versus Performance(1)
| (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO’s total compensation for each year to determine the “compensation actually paid”: |
Pay Versus Performance(1)
| Year | Reported Summary Compensation Table Total for PEO ($) | 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 ($) | | 2025 | 10,159,056 | (8,566,881) | (3,929,576) | (7,463) | — | (2,344,864) | | 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 |
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. |
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: |
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 ($) | Total Equity Award Adjustments ($) | | 2025 | 2,156,006 | (3,376,085) | — | (2,709,497) | — | — | (3,929,576) | | 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 |
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. |
Pay Versus Performance(1)
| Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2025 | — | — | — | | 2024 | — | — | — | | 2023 | — | — | — | | 2022 | — | — | — | | 2021 | — | — | — |
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. |
Pay Versus Performance(1)
| (4) Our non-PEO NEOs for 2025 were Kenneth E. Johnson (COO); Todd M. Koetje (CFO); Megan M. Detz (Chief People Officer); and Anthony J. Mokry (Senior Vice President, Residential Services). 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). |
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: |
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 ($) | | 2025 | 2,465,699 | (1,868,351) | (561,804) | 35,544 | | 2024 | 2,506,533 | (1,902,979) | 1,439,562 | 2,043,116 | | 2023 | 2,223,784 | (1,627,766) | 1,870,787 | 2,466,805 | | 2022 | 1,661,147 | (1,060,591) | (977,127) | (376,571) | | 2021 | 2,093,808 | (1,388,439) | 841,990 | 1,547,359 |
Pay Versus Performance(1)
| (a) The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance(1)
| Year | Average Year End Fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | 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 ($) | Total Average Equity Award Adjustments ($) | | 2025 | 474,574 | (529,923) | — | (506,455) | — | — | (561,804) | | 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 |
Pay Versus Performance(1)
| (6) The figures in this column reflect the cumulative TSR of our common stock for the periods presented assuming a hypothetical $100 investment on December 31, 2020 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. |
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, 2020 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. |
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. |
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. Please 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 (loss), which is the most directly comparable measure under GAAP, for the years ended December 31, 2025 and December 31, 2024. |
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 2021 through 2025. 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 (loss) over the five-year period of 2021 through 2025. 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 2021 through 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION 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 to link director compensation with our performance.
DIRECTOR COMPENSATION
| Component | Amount ($)(1) | | Cash Compensation | | | Annual Cash Retainer (each non-employee director) | 90,000 | | Independent Chair of the Board(2) | 115,000 | | Lead Independent Director | 30,000 | | Audit Committee Chair | 20,000 | | C&TM Committee Chair | 15,000 | | Executive Committee Chair(3) | 10,000 | | Nominating and Governance Committee Chair(3) | 10,000 | | Equity Compensation | | | Annual Equity Award | 155,000 |
DIRECTOR COMPENSATION
| (1) Amounts in this column are prorated for any partial year of service, (as applicable). | | (2) The non-employee director compensation program was amended effective January 1, 2026 to include an additional cash fee of $115,000 payable to any non-employee director serving in the position of Chair of the Board. | | (3) Payable only if the committee chair is a non-employee director (other than the Independent Chair of the Board or Lead Independent Director). |
DIRECTOR COMPENSATION
Under our current non-employee director compensation program, each non-employee director receives an annual grant of RSUs awarded under the 2022 Plan (or any successor plan thereto) with a grant date face value of approximately $155,000 and such grant is generally made on the date of our annual meeting of stockholders. Each non-employee director grant generally vests in full 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. The RSUs granted to the non-employee directors settle on a one-for-one basis in shares of our common stock. Our non-employee directors may elect to defer (i) the settlement of all or a portion of their RSUs until the earlier of the date he or she ceases to serve on the Board, a date specified by the director (if any) and a “change of control” of the Company (as defined in the 2022 Plan) and (ii) 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). Any portion of his or her cash fees that are deferred are converted to and deferred as RSUs, which will also be settled on a one-for-one basis in shares of our common stock. For each RSU, dividend equivalents are accrued and paid out in cash or forfeited at the time the corresponding RSU is settled or forfeited (as applicable), except with respect to dividend equivalents for RSUs granted prior to 2017, which are converted into additional RSUs if the value of such dividend equivalents exceeds the value of a share of our common stock on the dividend payment date and will be delivered or forfeited at the time of settlement or forfeiture of the original corresponding RSUs. Notwithstanding the foregoing, such RSUs will vest, and be settled, upon a “change of control” of the Company. Non-employee directors who serve in multiple roles will be eligible for the additional cash component for such 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 the Compensation Consultant. The amount and composition of non-employee director compensation was reviewed for 2025 and no changes were recommended as compared to 2024.
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, 2025. 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 2025 is shown in the section of this Proxy Statement entitled “Executive Compensation—2025 Summary Compensation Table.”
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | P. Robert Bartolo | 90,247 | 154,983 | 245,230 | | Brad D. Brian | — | 246,020 | 246,020 | | Deborah J. Kissire | 110,302 | 157,204 | 267,506 | | Mary E. Meduski | — | 274,884 | 274,884 | | Thomas O. Might | 33,132 | — | 33,132 | | Sherrese M. Smith | — | 244,909 | 244,909 | | Wallace R. Weitz | — | 257,177 | 257,177 | | Katharine B. Weymouth | 105,288 | 154,983 | 260,271 |
Director Compensation Table
| (1) Amounts in this column represent the cash fees to each non-employee director for 2025. |
Director Compensation Table
| (2) Amounts in this column represent the aggregate grant date fair value of RSU awards granted in 2025 to each non-employee director, including additional RSUs granted in lieu of cash fees for each director, computed in accordance with Topic 718. The RSUs (including those granted in lieu of cash) 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 such director’s continued service through such vesting date, with settlement to occur on the vesting date or in accordance with such director’s deferral election (as applicable). |
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, 2025: |
Director Compensation Table
| Name | Unvested and Outstanding RSUs as of December 31, 2025 | | P. Robert Bartolo | 941 | | Brad D. Brian | 1,491 | | Deborah J. Kissire | 949 | | Mary E. Meduski | 1,669 | | Thomas O. Might | 0 | | Sherrese M. Smith | 1,487 | | Wallace R. Weitz | 1,556 | | Katharine B. Weymouth | 941 |