Executing principles of good governance
Our commitment to excellence begins at the top of our organization with our Board of Directors and
executive leadership team. Our Board oversees the overall direction of Cable One’s business strategy,
including the capital investments we make that drive innovation and improve our customer experience.
Our Board consists of 10 members, nine of whom are independent. Our President and
CEO also serves as the Chair of the Board, which we believe is appropriate and in the best interests
of the company because of her in-depth strategic and operational knowledge of the opportunities and
challenges facing Cable One. This dual role promotes decisive leadership, accountability, and
clarity in the overall direction of our business strategy, as well as effective decision-making and
strategic alignment between the Board and our senior management. We believe this approach also
facilitates clear and consistent communication of the company’s strategy to all stakeholders.
Our Board-appointed Lead Independent Director chairs executive sessions of Board meetings and
consults with our CEO and executive leaders on Board agenda topics. The role of Lead Independent
Director also provides strong leadership of the non-management directors and helps the Board provide
effective independent oversight of the Chair of the Board and CEO.
The Board has four standing committees, each operating under a written charter that
describes the committee’s purpose and role in the governance process.
Our Board is comprised of a diverse mix of highly qualified individuals. We are proud that
60% of our Board members are female, including the Chair of the Board.
Corporate Governance Highlights
Our commitment to diversity and inclusion starts with our Board and flows through our
organization. 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. A key
goal of these diversity efforts is to encourage and embrace cognitive diversity that will provide a
variety of perspectives about the complex issues facing the company in order to benefit our business and
stakeholders. The Board evaluates diverse candidates for every vacancy and, consistent with past
practice, will consider women and/or persons of color in each candidate pool from which we select
non-incumbent director nominees. Each of the last three open positions on the Board has been filled with a female
director, including one who is African-American.
During 2021 and 2022, we conducted extensive outreach efforts to stockholders estimated to hold over 86% of our
outstanding shares of common stock in order to solicit feedback on corporate governance matters. In response to
stockholder feedback, we adopted a proxy access by-law and amended our charter and by-laws to reduce the voting
requirement necessary for stockholders to adopt, amend, alter or repeal any provision of our by-laws from a super-majority
to a majority voting standard.
We maintain effective oversight and accountability through sound corporate governance policies. Below
are highlights of some of our policies and practices:
90%
independent Board, with
engaged Lead Independent Director
- Majority
voting standard for
Board members in uncontested director elections
- Annual
election of all
directors beginning in 2023, once our Board declassification process is completed
- Annual
Board and Committee
evaluations
- Regularly
conduct executive sessions of our independent directors
- Audit,
Compensation and Talent Management, and
Nominating and Governance Committees are comprised solely of independent directors
- Robust
executive and
non-employee director stock ownership guidelines
- Director
onboarding for new
members
- Nine of our 10 directors
have served on the Board for less than nine years and we have added three new directors to the
Board over the past five years.
- We maintain robust executive
and non-employee director stock ownership guidelines.
- No
stockholder rights plan
- Membership
for all
directors in the National Association of Corporate Directors
- Well-balanced
executive
compensation program that reflects our pay-for-performance philosophy where a substantial
portion of executive compensation is at risk and tied to objective performance goals
- Annual
equity compensation
awards extended beyond executives to manager-level associates
- Comprehensive benchmarking
of performance against peer group
- Independent,
third-party compensation
consultant engaged by the Compensation and Talent Management Committee
- Vigorous
clawback policy
- Hedging
and pledging are
prohibited for directors, officers, and associates who are members of our restricted trading
population
- We provide annual training
for our associates with respect to our Code of Business Conduct and Ethics.
- Our Code of Business Conduct
and Ethics contains our formal policy against bribery and improper payments to government
personnel.
Board's Role in Risk Oversight
The Board actively considers strategic decisions proposed by management,
including matters affecting the business strategy and competitive and financial positions of the
company, and monitors our risk profile. In its role of providing risk oversight, the Board employs a
principles-based approach to identify and monitor the myriad of risks impacting the company. The Board
and executive leadership continually monitor our risk environment, including attempting to identify
potential unknown risks. Despite establishing a comprehensive risk management framework, both the Board
and executive leadership recognize that the company may not have identified all risks related to our
business and that unknown risks will exist, some of which could have a significant impact on the
company.
The Board fulfills certain risk oversight functions through its standing committees. For example, the Audit
Committee plays a key role in risk oversight, particularly with respect to financial reporting, accounting,
and compliance matters; the Compensation and Talent Management Committee addresses the risk profile of the
company’s compensation
program and arrangements and human capital programs, policies, and practices, including those related to
organizational culture, diversity, and inclusion; and the Nominating and Governance Committee oversees
corporate governance-related risk associated with our governance practices and profile, as well as
cybersecurity-related matters.
Risk oversight activities are supported by internal reporting structures that aim to surface directly to the
Board key matters that can affect the company’s risk exposures, as well as by our leadership structure. The
company’s Disclosure Controls Committee reports directly to the Audit Committee on certain matters relating
to our public disclosures. We also have an enterprise risk management (ERM) program designed to identify,
assess, prioritize, manage, and mitigate major risk exposures that could affect our ability to execute on
our corporate strategy and fulfill our business objectives. Our ERM program is administered by a risk
council made up of members of senior management supported by subject matter experts within our organization.
Representatives of the risk council report to the Audit Committee on risk exposure, management, and
tolerance, among other things.
Stakeholder Engagement
We regularly engage with various stakeholders, including associates, customers, investors, and industry,
governmental, and nonprofits and community organizations. Understanding the issues and challenges we
face from various perspectives allows for the collaboration necessary to effect
change. Feedback allows us to improve the value and relevance of our products, services, and how we
interact and give back to our communities. Below are examples of how we engage with our stakeholders:
Associates
- Annual satisfaction survey
- Various communications channels at the company, regional, and local levels, including
our intranet, quarterly town hall meetings, twice-weekly company blog, and bi-monthly
CEO
videos
- Open Door Policy
- Ethics Hotline allowing associates to raise concerns anonymously
Customers
- Customer service hotlines to assist consumers and receive feedback on our products and
services
-
Customer satisfaction surveys
- Web-based apps for service requests
-
Specialized services to support businesses
Investor Community
-
Quarterly earnings call
-
Quarterly and annual financial reporting
-
Annual in-person meeting of shareholders
-
Investor Relations website and SEC reporting
-
Attendance at investor conferences
-
Engagement with investors, analysts, and ratings agencies
Industry
-
CableLabs
-
National Cable Television Cooperative
-
The Cable Center
-
C-SPAN
-
Various state cable and broadband associations
Government, Legislators, and Politicians
-
Engagement with legislators and regulators at the federal, state, and local level
-
Membership in ACA Connects
Nonprofits and Community Organizations
-
Partnerships with national organizations, such as Arbor Day Foundation, Special Olympics
and Keep America Beautiful
-
Volunteer activities
-
Support of national organizations with local impact, such as The American Red Cross