Governance

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.

Independence
Tenure
Gender & Racial/Ethnic Diversity

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 persons of color in each candidate pool from which non-incumbent director nominees are selected. In 2019 and 2020, the Board added three new female directors.

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 Nominating and Governance Committees are comprised solely of independent directors
  • Robust executive and non-employee director stock ownership guidelines
  • Director onboarding for new members
  • 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 are 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

Cable One's Board of Directors

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, as well as other parties. Having an understanding of issues and challenges from various perspectives allows for collaboration 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, weekly company blog, and bi-monthly CEO videos
  • Open Door Policy and Ethics Hotline that allows for anonymous reporting

Customers

  • Customer service hotlines to assist consumers and receive feedback on our products and services
  • Customer satisfaction surveys
  • Web-based and digital apps for service requests
  • Paperless billing apps
  • Financial assistance programs
  • 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 and EmbraceRace
  • Volunteer activities
  • Support of national organizations with local impact, such as The American Red Cross