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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐

☐Preliminary Proxy Statement

☐

☐
Confidential, for Use of the Commission Only (as(as permitted by Rule 14a-6(e)(2))

☒

☒Definitive Proxy Statement

☐

☐Definitive Additional Materials

☐

☐Soliciting Material under § 240.14a-12

Cable One, Inc.

(Name of Registrant as Specified in Itsits Charter)

(Name of Person(s) Filing Proxy Statement, if Other thanThan the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):


☒

☒No fee required.

☐

☐Fee paid previously with preliminary materials.
☐Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.





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(1)

 Title of each class of securities to which the transaction applies:

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(2)

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(3)

 Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

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(5)

 Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

 Amount Previously Paid:

(2)

 Form, Schedule or Registration Statement No.:

(3)

 Filing Party:

(4)

 Date Filed:

210 E. Earll Drive

Phoenix, AZ 85012

March 28, 2017


April 11, 2023
Dear Fellow Stockholders:

I am pleased to invite you to attend the 2017

Please join us for Cable One, Inc.’s Annual Meeting of Stockholders (the “Annual Meeting”) of Cable One, Inc.on Friday, May 19, 2023, at 8:00 a.m., Eastern Time. The Annual Meeting will be held at 4521 Highwoods Parkway, Glen Allen, Virginia 23060 as well as via live audio webcast on the Millenium Hilton, 55 Church Street, New York, New York, 10007, on Tuesday, May 2, 2017,internet at 8:30 a.m., local time.

www.virtualshareholdermeeting.com/CABO2023. If joining the Annual Meeting virtually, you will be able to vote your shares electronically and submit your questions during the Annual Meeting during the live audio webcast.

Included with this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important. This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 11, 2023. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.

Whether or not you plan to attend the Annual Meeting, we hope you willmeeting, your vote as soon as possible.is important to us. You may vote overyour shares by proxy on the Internet, as well asinternet, by telephone, or if you requested to receive printed proxy materials, by completing, signing and promptly returning a proxy card or voting instruction form in the envelope provided. If you plan to attend the Annual Meeting, kindly so indicate in the space provided on the proxy card or voting instruction form or when prompted if voting over the Internetinternet or by telephone.

We encourage you to vote by internet, by telephone, or by proxy card or voting instruction form in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of Cable One, Inc.
Sincerely,

/s/ Thomas O. Might

Thomas O. Might

Executive Chairman and

Chairman

Image_1.jpg
Julia M. Laulis
Chair of the Board,

President and
Chief Executive Officer


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CABLE ONE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON
May 2, 2017

19, 2023

The 20172023 Annual Meeting of Stockholders of Cable One, Inc. (the “Company”) will be held at the Millenium Hilton, 55 Church Street, New York, New York, 10007, on Tuesday,Friday, May 2, 2017,19, 2023, at 8:3000 a.m., local time,Eastern Time. You can attend the Annual Meeting in person or via live audio webcast. If joining virtually, you can vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CABO2023. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. The Annual Meeting is being held for the following purposes:

1.

1.To elect two Class IIeight directors to hold office until the 2020 annual meeting2024 Annual Meeting of stockholdersStockholders and until their respective successors are elected and qualified, as more fully described in the accompanying Proxy Statement.

2.

2.To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.

2023.

3.

3.To approve, on a non-binding advisory basis, the compensation of ourthe Company’s named executive officers for 2016 on an advisory basis.

2022.

4.

4.To select, on a non-binding advisory basis, the frequency of future advisory votes on named executive compensation on an advisory basis.

officer compensation.

5.

To approve the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan.

5.

6.

To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors of the Company has fixed the close of business on March 10, 2017,April 3, 2023, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Annual Meeting.

It is important that your shares be represented and voted at the meeting.Annual Meeting. Please sign and return your proxy card or voting instruction form at your earliest convenience. You may also vote your shares by telephone or over the Internet.internet. If you choose to vote your shares by telephone or over the Internet,internet, please follow the instructions in the enclosed Proxy Statement and proxy card.card or voting instruction form. You may revoke your proxy at any time before it has been voted at the meeting. You may vote in person at the meeting even if you have previously given your proxy.Annual Meeting. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions as provided by your broker, bank or other nominee; however, you may not vote such shares in person at the meeting unless you have a proxy executed in your favor by your broker, bank or other nominee.

By Order of the Board of Directors,

/s/ Alan H. Silverman

Alan H. Silverman

Witty Signature.jpg
Peter N. Witty
Secretary

Phoenix, Arizona

March 28, 2017

April 11, 2023 
 


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TABLE OF CONTENTS

QUESTIONS AND ANSWERS

1

1
10
Frequently Asked Questions and Answers
10

515

CORPORATE GOVERNANCE

Nominees for Election as Director

917

2022 Annual Meeting Voting Results for Election of Directors
21
22
Board Committees and Meeting Attendance
22
Corporate Governance Guidelines and Code of Business Conduct and Ethics
25
Proxy Access
26
Director Nomination Process
26
Majority Voting for Directors
26
Director Independence
27
Executive Sessions of the Non-Management Directors
27
Board Leadership Structure
27
Phase-out of Classified Board Structure
27
Board’s Role in Risk Oversight
28
Other Governance Matters
28
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1529

EXECUTIVE COMPENSATION

Audit Committee Pre-Approval Policies and Procedures

1729

Audit and Other Fees
30
31
Executive Summary
31
Our Executive Compensation Program and Practices
33
Elements of Our Compensation Program
36
Corporate Governance Policies
44
Compensation Program Risk Assessment
46
47
48
2022 Summary Compensation Table
48
2022 Grants of Plan-Based Awards
51
Outstanding Equity Awards at Fiscal Year-End
52
2022 SAR Exercises and Stock Vested
54
Retirement Benefits
54
Potential Payments Upon Termination or Change of Control
56
CEO Pay Ratio
60
61
PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2016

2022

4066


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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

4167

PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED CABLE ONE, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN

42

5168

5370

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

5472

5573

5674

75
STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS FOR THE 20182024 ANNUAL MEETING OF STOCKHOLDERS

5975

5976

6076

A-1A-

ANNEX B: AMENDED AND RESTATED CABLE ONE, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN

B-11




 
 


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CABLE ONE, INC.

210 E. Earll Dr.

Phoenix, Arizona 85012

PROXY STATEMENT

FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS

May 2, 2017

SUMMARY

This Proxy Statement containsSummary highlights information relating to the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Cable One, Inc. (the “Company, “we,” “us,” “our,” or “Cable ONE”) to be held at the Millenium Hilton, 55 Church Street, New York, New York, 10007, on Tuesday, May 2, 2017, at 8:30 a.m., local time, or any adjournments thereof, for the purposes set forthdescribed in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors (the “Board”)more detail elsewhere in this Proxy Statement. It does not contain all of the Company is making this proxy solicitation.

Important Notice Regardinginformation that you should consider, and you should read the Availability of Proxy Materials for the Annual Meeting of Stockholders

to Be Held on May 2, 2017

Ourentire Proxy Statement and Annual Report to Stockholders are available at

www.proxyvote.com

carefully before voting.

Cable One, Inc. 2023 Annual Meeting of Stockholders (the “Annual Meeting”)
Date and Time:Friday, May 19, 2023, at 8:00 a.m., Eastern Time
Place:4521 Highwoods Parkway, Glen Allen, Virginia 23060
Virtual Location:www.virtualshareholdermeeting.com/CABO2023. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.
Record Date:April 3, 2023
These proxy solicitation materials, including this Proxy Statement and the accompanying proxy card or voting instruction form, were first distributed and made available on or about March 28, 2017April 11, 2023, to all stockholders entitled to vote at the Annual Meeting.

QUESTIONS AND ANSWERS

Q:

What am I voting on?

A:

Who Can Vote

There are five proposals scheduled

Stockholders of record as of the close of business on April 3, 2023 (the “Record Date”) may vote at the Annual Meeting. Each of your shares—whether held (i) directly in your name as stockholder of record or (ii) in street name—entitles you to one vote with respect to each proposal to be voted on at the Annual Meeting. However, street name stockholders generally cannot vote their shares directly and instead must instruct the broker, bank or nominee how to vote their shares. 


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How to Cast Your Vote
You can vote using any of the following methods:
Image_4.jpg
Over the internet at www.proxyvote.com or scan the QR code on your proxy card or voting instruction form with your mobile device. We encourage you to vote this way.
Image_5.jpg
By toll-free telephone at 1-800-690-6903.
Image_6.jpg
By completing and mailing your proxy card or voting instruction form.
Image_7.jpg
By attending the Annual Meeting:

Meeting and voting in person or by attending via live audio webcast and voting electronically by visiting www.virtualshareholdermeeting.com/CABO2023. If attending via live audio webcast, you will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

■

Voting Matters and Board Recommendations
The Board of Directors (the “Board”) of Cable One, Inc. (the “Company, “we,” “us,” “our” or “Cable One”) recommends you vote as follows:
Proposal
Board
Recommendation
Page
Number
1.   Election of Directors:
The election of two Class II directorsthe eight director nominees named in this Proxy Statement to hold office until the 2020 annual meeting2024 Annual Meeting of stockholdersStockholders and until their respective successors are elected and qualified or as otherwise provided in our Amended and Restated By-laws, (“By-laws”as amended (our “By-laws”);

.
FOR
each nominated
director ☑
15

■

2.   Ratification of Appointment of Independent Registered Public Accounting Firm:
The ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of ourthe Company for the fiscal year ending December 31, 2017;

2023.
FOR ☑
29

■

3.   Advisory Vote on Named Executive Officer Compensation:
The approval, on a non-binding advisory basis, of the compensation of our named executive officers (“NEOs”) for 2016 on an advisory basis2022 (also referred to as the “say-on-pay” vote);

.
FOR ☑
66

■

4.   Advisory Vote on the Frequency of Future Named Executive Officer Compensation Advisory Votes:
The selection, on a non-binding advisory basis, of the frequency of future advisory votes on named executive officer compensation on an advisory basis (also referred to as the “say-on-frequency” vote); and

.
1 YEAR ☑
67



2 | Cable One, Inc. ▪ 2023 Proxy Statement
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■

2022 Strategic, Operational and Financial Highlights
Another Year of Solid Operational and Financial Results
■
Our total revenues were $1.7 billion in 2022 compared to $1.6 billion in 2021. Residential data revenues increased by 11.8% year-over-year.
■
Our net income was $234.1 million in 2022, compared to $291.8 million in 2021, a decrease of 19.8% year-over-year. Our 2022 Adjusted EBITDA was $911.9 million, compared to $839.3 million in 2021, an increase of 8.6% year-over-year. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”), and a discussion of why we believe this non-GAAP measure is useful.
■
Our net cash provided by operating activities was $738.0 million in 2022, an increase of 4.8% year-over-year. Our 2022 Adjusted EBITDA less capital expenditures was $497.8 million, an increase of 11.3% year-over-year. See Annex A of this Proxy Statement for the definition of Adjusted EBITDA less capital expenditures and reconciliations to net income and net cash provided by operating activities, as applicable, which are the most directly comparable measures under GAAP, and a discussion of why we believe these non-GAAP measures are useful.
Capital Investments, Strategic Transactions and Other Achievements
■During 2022, we continued to make significant investments in our business consistent with our strategic focus to enhance the growth of our higher margin businesses, namely residential data and business services. We also continued to make investments in our acquired systems, which has increased our broadband capacity and reliability. We have invested approximately $1.4 billion over our last four fiscal years to bring fast, reliable high-speed data service to our markets.
■On January 1, 2022, we closed on a joint venture transaction in which we contributed certain fiber assets to a newly formed entity, Clearwave Fiber LLC (“Clearwave Fiber”). Clearwave Fiber is investing heavily in bringing fiber-to-the-premises service to residential and business customers across its existing footprint and in near adjacent areas.


Cable One, Inc. ▪ 2023 Proxy Statement | 3
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ESG Highlights
Environmental Matters
■During 2022, our average monthly truck rolls per thousand customer relationships were approximately 17% lower than in 2019.
■In 2022, we reduced solid waste by more than four tons by recycling or reselling more than 1,250 devices.
■We have assisted our customers in reducing their electricity use through the replacement of set top boxes with the launch of Sparklight® TV, an internet protocol-based (“IPTV”) video service that allows customers with our Sparklight TV app to stream our video channels from the cloud.
■For the past eight years, we have partnered with the Arbor Day Foundation to plant trees on behalf of customers who have switched to paperless billing. We are pleased to continue this partnership, and can proudly say that by the end of 2023, we will have planted 130,000 trees in our markets and national forests.
Social Matters
■Named to the Forbes 2023 America’s Best Midsize Employers list, included as one of America’s Greatest Workplaces for Women 2023 by the Newsweek and Plant-A Insights Group, and named by the Women in Cable Telecommunications (WICT) Network as one of the 2022 Top Companies for Women to Work.  
■In furtherance of our inclusion and diversity initiatives, we support the Emma Bowen Foundation, an organization that gives talented students of color internship opportunities at media companies, the National Diversity Council and the Arizona Special Olympics.
■In 2022, we continued the Cable One Charitable Giving Fund, which provides $250,000 in grants annually to local nonprofit organizations in our markets, concentrating support in the areas of education and digital literacy, hunger relief, and community development.
■Since 2014, we have donated more than 2,600 Chromebooks to Title I schools and community organizations in the markets we serve to help bridge the digital divide between schools due to the lack of funding.
■We proudly employ more than 200 veterans and continually seeks to increase veteran hiring by offering referral incentives to associates and partnering with veteran organizations.
■Through our annual “Dream Bigger” social media campaign, we have awarded $110,000 over the past four years to fund science, technology, engineering and mathematics (STEM) initiatives in schools and community organizations across our footprint.

4 | Cable One, Inc. ▪ 2023 Proxy Statement
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Governance Matters
■Currently, 60% of the Board consists of female directors, including one who is African American.
■Currently, women hold key leadership positions, including serving as:
oThe approvalChair of the Board, President and Chief Executive Officer (“CEO”);

oThe Chair of the Audit Committee; and

oThe Chair of the Compensation and Talent Management Committee.
■Each of the last three open positions on the Board has been filled with a female director, including one who is African American.
■During the past several years, we have solicited feedback on corporate governance matters through extensive stockholder outreach. In response to stockholder feedback, we have adopted a proxy access by-law and amended our Amended and Restated Cable One, Inc. 2015Certificate of Incorporation (the “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.
ProxyTenureGraphic2023.jpg

Board Independence
■Currently, 90% of the Board consists of independent directors.

■Every member of the Audit, Compensation and Talent Management, and Nominating and Governance Committees are independent under New York Stock Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules.
Board Diversity
■Currently, 60% of the Board consists of female directors, including one who is African American.
Board Tenure and Refreshment
■Currently, nine of our ten directors have served on the Board for less than nine years.

■We have added three new directors to the Board over the past four years.

Cable One, Inc. ▪ 2023 Proxy Statement | 5
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Board Declassification
■The process of declassifying our Board over a three-year phase-in period will be completed at the Annual Meeting, and, beginning with the Annual Meeting, all of our directors will be elected on an annual basis.
Policies Regarding Company Equity
■We maintain robust executive and non-employee director stock ownership guidelines.

■Our Clawback Policy provides for the forfeiture of outstanding incentive compensation and the recoupment of previously paid incentive compensation in the event of financial restatements, legal or compliance violations and various forms of misconduct.

■We prohibit hedging and pledging of our securities by all executives, directors and other members of our restricted trading population.
Stockholder Rights
■Under the terms of our By-laws, we have a majority voting requirement in uncontested director elections.

■We have not adopted a stockholder rights plan.

■Customary proxy access provisions are included in our By-laws.


6 | Cable One, Inc. ▪ 2023 Proxy Statement
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Executive Compensation Program Highlights
We believe our performance-based compensation philosophy for 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 hire and retain talented individuals in a competitive marketplace.
Key Objectives of Our Executive Compensation Program
■Aim to provide competitive total direct compensation to our executives 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-term and long-term business strategies, with an emphasis on the long-term.
■Align the long-term interests of our executives and stockholders through meaningful ownership of our stock and by rewarding stockholder value creation.
■Reflect our pay-for-performance philosophy.
■Ensure that total compensation opportunities are competitive.
Executive Compensation Best Practices
■Our executive compensation is aligned with a pay-for-performance philosophy where a substantial portion of NEO compensation is at-risk and tied to objective performance goals.
■Both annual bonuses and the majority of annual equity incentive awards for executives are based on financial operating performance against pre-defined objective goals (with no discretion to increase payouts).
■The Compensation and Talent Management Committee of the Board (the “C&TM Committee”) engages an independent compensation consultant.
■We maintain robust executive and non-employee director stock ownership guidelines.
■Our Clawback Policy provides for the forfeiture of outstanding incentive compensation and the recoupment of previously paid incentive compensation in the event of financial restatements, legal or compliance violations and various forms of misconduct.
■We prohibit hedging and pledging of our securities by all executives, directors and other members of our restricted trading population.
■The C&TM Committee conducts an annual risk assessment of our compensation program.
■We do not provide any “single trigger” payments or benefits upon a change of control of the Company.
■We do not provide gross-up payments on excise taxes under Section 280G or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
■We provide only limited perquisites to our NEOs.

Cable One, Inc. ▪ 2023 Proxy Statement | 7
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■Our 2022 Omnibus Incentive Compensation Plan (the “2015“2022 Omnibus Plan”).

does not allow repricing of options or stock appreciation rights (“SARs”) without stockholder approval or contain an “evergreen” or automatic share replenishment provision.

In the event that any

Proposal 1: Election of Directors (page 15)
The following tables present certain information, as of April 3, 2023, concerning each nominee for election withdraws or for any reason is not able to serve as a director Kevin P. Coyleat the Annual Meeting.
Director Nominees
Name Age 
Director
Since
 Principal Occupation Independent 
Committee
Memberships
 
Other Public
Company
Boards
Brad D. Brian 712015 Chair of the law firm Munger, Tolles & Olson LLP 
 ✔
 
C&TM;
Nominating and Governance
 0
Deborah J. Kissire 652015 Retired Ernst & Young LLP partner 
 ✔
 Audit 3
Julia M. Laulis 602017 Chair of the Board, President and CEO of Cable One   Executive 1
Mary E. Meduski 642019 President and Chief Financial Officer of TierPoint, LLC and Cequel III, LLC 
 ✔
 
Audit;
Nominating and Governance
 0
Thomas O. Might 711995 Retired Executive Chairman of Cable One 
 ✔
 — 0
Sherrese M. Smith 512020 Managing Partner of Paul Hastings LLP 
 ✔
 Audit; Nominating and Governance 1
Wallace R. Weitz 732015 Founder of Weitz Investment Management, Inc. 
 ✔
 Audit; C&TM; Executive 
1(a)
Katharine B. Weymouth 562015 Chief Operating Officer at FamilyCare, Former Publisher and CEO of The Washington Post 
 ✔
 C&TM 
3(b)
—–—–—
(a) In addition to service on the public company board referenced above, Mr. Weitz serves as a Trustee of the Weitz Funds.
(b) In addition to service on the public company boards referenced above, Ms. Weymouth serves on the board of Sequoia Fund, Inc., a mutual fund company.


8 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm (page 29)
The following table provides summary information regarding the aggregate fees billed to the Company for professional services rendered by PwC for 2022 and Alan H. Silverman, acting2021.
 
2022
($)
 
2021
($)
Audit Fees2,615,000 3,078,427
Audit-Related Fees 7,000  6,293
Tax Fees —  —
All Other Fees 7,800  7,800
Total2,629,800 3,092,520
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation for 2022 (page 66)
We are asking our stockholders to approve an advisory resolution on the compensation of our NEOs as your proxies, mayreported in this Proxy Statement. Although the say-on-pay vote for such other person asis advisory and non-binding, the Board may nominate.

and the C&TM Committee value the input of our stockholders and will review and consider the voting results when making future decisions regarding our executive compensation program. At our 2022 Annual Meeting of Stockholders, approximately 97% of the votes cast were in favor of our say-on-pay proposal.

Q:

What are the voting recommendations of the Board?

A:

The Board unanimously recommends you vote as follows:

Board Vote Recommendation

Page Reference

for Additional

Detail

Election of Directors

“FOR” each nominated director

5

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017

“FOR”

15

Advisory Vote on the Approval of Executive Compensation for 2016

“FOR”

40

Proposal 4: Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes on Named Executive Officer Compensation (page 67)
We are asking our stockholders to cast a non-binding, advisory vote on the frequency with which we should ask stockholders to approve an advisory resolution on NEO compensation. You may cast a vote as to whether future say-on-pay votes should occur every one, two, or three years. Although the say-on-frequency vote is advisory and non-binding, the Board and the C&TM Committee value the input of our stockholders and will review and consider the voting results when determining the frequency of future say-on-pay votes.
Cable One, Inc. ▪ 2023 Proxy Statement | 9
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PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 2023
______________________________________________________________________________
This Proxy Statement contains information relating to the Annual Meeting of Cable One, Inc. or any adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Board is making this proxy solicitation.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
To Be Held on May 19, 2023
Our Proxy Statement and Annual Report to Stockholders are available at
www.proxyvote.com
Frequently Asked Questions and Answers

“1 YEAR”

41

Approval of the 2015 Omnibus Plan

Q:

“FOR”

42

The Board knows of no reason that would cause any director nominee to be unable to act or to refuse to accept his or her nomination or election.

Q:

Will any other matters be voted on?

Why am I being provided these materials?

A:

This proxy statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 11, 2023. We are not awarehave delivered these proxy materials to you in connection with the solicitation by our Board of any mattersproxies to be voted on other than those referred to in this Proxy Statement. If any other matter is properly brought beforeat the Annual Meeting Kevin P. Coyleto be held on May 19, 2023, and Alan H. Silverman, acting as your proxies, will vote for you at their discretion.

Q:

How do I vote?

A:

If youany postponements or adjournments of the Annual Meeting. You are a stockholder of record (that is, if your shares are registered in your name and not in “street name”), there are four waysinvited to vote:

■

 Over the Internet at www.proxyvote.com or scan the QR code on your proxy card with your mobile device. We encourage you to vote this way;

■

By toll-free telephone at 1-800-690-6903;

■

By completing and mailing your proxy card; or

■

By attendingattend the Annual Meeting and votingvote your shares in person.

If you hold shares in “street name” (that is, your shares are held in a brokerage account by a broker, bank or other nominee, also known as “beneficial owners”), you should follow the voting instructions provided by your broker, bank or other nominee.

If you wish to vote over the Internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on the day before the Annual Meeting. After that time, Internet and telephone voting will not be permitted, and a stockholder of record wishing to vote who has not previously submitted a signed proxy card must vote in person at the Annual Meeting. Stockholders of record will be on a list held by the inspector of elections. Street name stockholders must obtain a proxy executed in their favor from the institution that holds their shares, whether it is their brokerage firm, bank or other nominee, and present it to the inspector of elections in order to vote at the Annual Meeting. Voting in person by a stockholder at the Annual Meeting will replace any previous votes submitted by proxy.

Your shares will be voted as you indicate. If you do not indicate your voting preferences, Kevin P. Coyle and Alan H. Silverman, acting as your proxies, will vote your shares in accordance with the Board’s recommendations specified above under “What are the voting recommendations of the Board?”

Q:

Who can vote?

person or via the internet or to vote your shares in advance by proxy via the internet, by telephone or by mail.

A:

You can vote if you were a stockholder

Q:Who is entitled to vote?
A:
Stockholders as of the close of business on March 10, 2017April 3, 2023 (the “Record Date”). Each may vote at the Annual Meeting or any postponement or adjournment thereof. As of your shares—whetherthat date, there were 5,699,027 shares of our common stock outstanding. Holders of our common stock have one vote for each share held as of the Record Date, including shares (i) held directly in your name as stockholder“stockholder of recordrecord” (also referred to as “registered stockholder”); and (ii) held for you in an account with a broker, bank or (ii)other nominee (you are considered a"beneficial owner" of shares held in “street name”). Beneficial owners of shares held in street name—entitles you to one vote with respect to each proposal to be voted on at the Annual Meeting. However, street name stockholders generally cannot vote their shares directly and instead must instruct the broker,brokerage firm, bank or nominee how to vote their shares.


Q:

Q:Can I change my vote?

A:

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting:

by:

■

By entering

■Entering a new vote over the Internetinternet or by telephone by 11:59 p.m., Eastern Time, on the day before the Annual Meeting;

■

By returningReturning a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

■

By votingVoting your shares in person or via the internet at the Annual Meeting.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the record holder (bank, broker or other nominee) giving you the right to vote the shares. Only the latest validly executed proxy that you submit will be counted.


Q:

If you hold your shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.


10 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
Q:What is a broker non-vote?
A:If you hold your shares in street name and do not provide voting instructions to your broker, NYSE rules grant your broker discretionary authority to vote your shares on “routine matters” at the Annual Meeting, including for the ratification of PwC as our independent registered public accounting firm for 2023 (Proposal 2). However, the proposals regarding the election of directors (Proposal 1), say-on-pay (Proposal 3), and say-on-frequency (Proposal 4) are not considered “routine matters.” Furthermore, some brokers are electing to not exercise the discretionary authority granted to them pursuant to NYSE rules when they have not received instructions from their street name holders. As a result, if you hold your shares in street name and do not provide voting instructions to your broker, your shares:
■will be voted on Proposal 2 if your broker chooses to exercise its discretionary authority to vote your shares and will not be voted on Proposals 1, 3, 4 (resulting in a “broker non-vote” with respect to each of those proposals); or
■will not be voted on Proposal 2 if your broker chooses to not exercise its discretionary authority to vote your shares (resulting in your shares not being represented at the Annual Meeting).
Although “broker non-votes” will be counted as present for purposes of determining a quorum, we urge you to promptly provide voting instructions to your broker or other nominee so that your shares are voted on all proposals.
Q:What vote is required to approve a proposal?

A:

EachIf a quorum is present at the Annual Meeting, the following chart describes the voting requirements for approval and the effect of abstentions and “broker non-votes” on each proposal. Stockholders may cast a “for,” “against” or “abstain” vote with regard to any director nominee or proposals (2) and (3), and may cast a vote for “1 Year”, “2 Years” or “3 Years” or abstain with regard to proposal requires the affirmative vote(4)

ProposalVote Required for ApprovalEffect of AbstentionsEffect of Broker Non-Votes
1. Election of DirectorsReceipt of a majority of the votes cast at the Annual Meeting, in order to be approved. “Abstentions” and “broker non-votes” will not be counted as votes cast with respect tomeaning that proposal, although they will have the practical effect of reducing the number of affirmative votes required to achievecast “for” a majority by reducingdirector nominee exceeds the total number of shares from which the majority is calculated. Approvalvotes cast “against” that nomineeNo effectNo effect
2. Ratification of Proposal 5 (approvalAppointment of the 2015 Omnibus Plan) additionally requires thatIndependent Registered Public Accounting FirmAffirmative vote of a majority of the outstanding sharesvotes cast by the stockholders entitled to vote thereon who are present or represented by proxy at the Annual MeetingNo effect
No effect
(brokers have discretion to vote on this proposal)
3. Advisory Vote to Approve Named Executive Officer Compensation for 2022Affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present or represented by proxy at the Annual MeetingNo effectNo effect
4. Advisory Vote on the Record Date actuallyFrequency of Future Advisory Votes on Named Executive Officer Compensation

The frequency option of one year, two years or three years that receives the highest number of votes cast votes onby the matter. Abstentions and “broker non-votes” will havestockholders entitled to vote thereon who are present or represented by proxy at the practical effect of reducing the likelihood that this requirementAnnual Meeting will be satisfied.

considered the frequency selected by stockholders

No effectNo effect

Regarding Proposal 1 (election



Cable One, Inc. ▪ 2023 Proxy Statement | 11
Table of the Company’s directors), in accordance with our By-laws, any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after the Company certifies the voting results. In that case, the remaining members of the Board would consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-withheld vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote, and, once the Board makes its decision, the Company must promptly make a public announcement of the Board’s decision (including a statement regarding the reasons for its decision in the event the Board rejects the offer of resignation).

Contents

Q:

Q:What happens if a director nominee who is duly nominated does not receive a majority of the votes cast?
A:In accordance with our By-laws, any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after we certify the voting results. In that case, the remaining members of the Board will consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-against vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote, and, once the Board makes its decision, we must promptly make a public announcement of the Board’s decision (including a statement regarding the reasons for its decision in the event the Board rejects the offer of resignation).
Q:Who will count the vote?

A:

A representativeVotes cast via the internet, by phone, or in person or by proxy at the meeting will be tabulated by the inspector of Broadridge Financial Solutions, Inc.elections appointed for the meeting, who will tabulatedetermine whether a quorum is present. The inspector of elections need not be a stockholder, and no director or nominee for the votes and actelection as a director may be appointed the inspector of elections.

Q:

Who

Q:Could other matters be voted on at the Annual Meeting?
A:As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Q:Where can I find the voting results of the Annual Meeting?
A:We will report the voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
Q:How do I vote my shares without attending the Annual Meeting?
A:If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:
■
By internet—If you have internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-Digit Control Number included on your proxy card in order to vote by internet.
■
By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-Digit Control Number included on your proxy card in order to vote by telephone.
■
By Mail—You may vote by mail by signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.
If you hold your shares in street name, your broker will provide you with instructions of how to vote your shares without attending the Annual Meeting.

Q:How do I attend and vote my shares at the Annual Meeting virtually via the live audio webcast?
A:You may attend the Annual Meeting virtually via the internet. Any stockholder can attend the Annual Meeting?

Meeting live online at www.virtualshareholdermeeting.com/CABO2023. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/CABO2023. A summary of the information you need to attend the Annual Meeting and vote via the internet is provided below:

A:

All stockholders■

instructions on how to attend and participate via the internet, including how to demonstrate proof of record asstock ownership, are posted at www.virtualshareholdermeeting.com/CABO2023;
■assistance with questions regarding how to attend and participate via the internet will be provided at www.virtualshareholdermeeting.com/CABO2023 on the day of the close of business on March 10, 2017, can attend. Street name Annual Meeting;
■stockholders must show proof of ownershipmay vote and submit questions while attending the Annual Meeting via the internet; and
■you will need the 16-Digit Control Number that is included in your proxy card or the instructions that accompanied your proxy materials in order to be admitted toenter the Annual Meeting and to vote during the Annual Meeting.

12 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents

Q:

Q:What do I need to do to attend the Annual Meeting?

Meeting in person?

A:

In order to be admitted to the Annual Meeting, you must present proof of ownership of our common stock as of the Record Date. This can be a brokerage statement or letter from a broker, bank or other nominee indicating your ownership as of the Record Date, a proxy card, or a legal proxy or voting instruction cardform provided by your broker, bank or nominee. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership. Stockholders and proxyholders may also be asked to present a form of photo identification such as a driver’sdriver’s license or passport.



In addition, please follow these instructions:     

In addition, please follow these instructions:


■

■If you vote by using the enclosed proxy card or voting instruction form, check the appropriate box on the card to indicate that you plan to attend the Annual Meeting.

■

If you vote over the Internetinternet or by telephone, follow the instructions provided to indicate that you plan to attend the Annual Meeting.

■Seating at the Annual Meeting will be on a first-come, first-served basis upon arrival at the Annual Meeting.
■Backpacks, cameras, cell phones with cameras, recording equipment and other electronic recording devices will not be permitted inside the Annual Meeting. Failure to follow the Annual Meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting.



Seating at the Annual Meeting will be on a first-come, first-served basis upon arrival at the Annual Meeting.

Backpacks, cameras, cell phones with cameras, recording equipment and other electronic recording devices will not be permitted inside the Annual Meeting. Failure to follow the Annual Meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting.

Q:

Q:Can I bring a guest?

A:

No. The Annual Meeting is for stockholders only.

Q:

Q:Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 18, 2023, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 18, 2023. How does this impact the voting of shares held in street name?
A:If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
Q:Will I be able to participate in the Annual Meeting virtually on the same basis as I would be able to participate live and in-person?
A:
The available online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.
We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would if they attended the Annual Meeting in person and to enhance stockholder access, with participation and communication through online tools. We plan to take the following steps to provide for such an experience:
■providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and
■answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.
Q:What is the quorum requirement of the Annual Meeting?

A:

A majority of the votes entitled to be cast by the outstanding shares of common stock entitled to vote generally on the business properly brought before the Annual Meeting must be present in person or by proxy to constitute a quorum for the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present at the Annual Meeting. As of the Record Date, there were 5,724,508 shareswere 5,699,027 shares of our common stock outstanding and entitled to vote.

If you hold your shares in street name and do not provide voting instructions to your broker, New York Stock Exchange (“NYSE”) rules grant your broker discretionary authority to vote your shares on “routine matters” at the Annual Meeting, including for the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017 in Proposal 2. However, the proposals regarding the election of directors, the say-on-pay vote, the say-on-frequency vote and the approval of the 2015 Omnibus Plan are not considered “routine matters.” As a result, if you do not provide voting instructions to your broker, your shares will be voted on Proposal 2 but will not be voted on Proposals 1, 3, 4 and 5 (resulting in a “broker non-vote” with respect to each of Proposals 1, 3, 4 and 5). Although “broker non-votes” will be counted as present for purposes of determining a quorum, we urge you to promptly provide voting instructions to your broker or other nominee so that your shares are voted on all proposals.

Cable One, Inc. ▪ 2023 Proxy Statement | 13
Table of Contents

Q:

Q:Who is soliciting proxies?

proxies?

A:

Solicitation of proxies is being made by our management on behalf of the Company’s managementBoard through the mail, in person, over the Internetinternet or by telephone, without any additional compensation being paid to such members of the Company’s management. The cost of such solicitation will be borne by us. We have also engaged Innisfree M&A Incorporated (“Innisfree”), an independent proxy solicitation firm, to assist us in the Company.solicitation of proxies. We have agreed to pay Innisfree a fee of $20,000, plus reimbursement of customary costs and expenses, for these services. We have agreed to indemnify Innisfree against certain liabilities arising out of or in connection with these services. In addition, the Company haswe have requested brokers and other custodians, nominees and fiduciaries to forward proxy cards and proxy soliciting material to stockholders, and the Companywe will pay their fees and reimburse them for their expenses in so doing.

Q:

Q:What other information about Cable ONEthe Company is available?

A:

The following information is available:

■

The Company maintains

■
We maintain on itsour investor relations website, http://ir.cableone.net, copies of itsour Annual Report on Form 10-K; Annual Report to Stockholders; Corporate Governance Guidelines; Statement of Ethical Principles; Code of Business Conduct;Conduct and Ethics; charters of the Audit, Compensation,C&TM, Executive, and Nominating and Governance Committees; Policy Statement Regarding Director Nominations and Stockholder Communications (the “Policy“Nominating and Governance Policy Statement”); and other information about the Company.

■

In addition, printed copies of these documents will be furnished without charge (except exhibits) to any stockholder upon written request addressed to theour Secretary of the Company at 210 E. Earll Drive, Phoenix, Arizona 85012.

■

Amendments to, or waivers granted to the Company’sour directors and executive officers under, the Code of Business Conduct and Ethics, if any, will be posted on the Company’s website. 

our website at ir.cableone.net

Q:

Q:Can I receive materials relating to the Annual Meeting electronically?

A:

To assist the Companyus in reducing costs related to the Annual Meeting, stockholders who vote over the Internetinternet may consent to electronic delivery of mailings related to future annual stockholder meetings. The CompanyWe also makes itsmake our Proxy Statements and Annual Reports available online and may eliminate mailing hard copies of these documents to those stockholders who consent in advance to electronic distribution. If you are voting over the Internet,internet, you may consent online at www.proxyvote.com when you vote. If you hold shares in street name, please also refer to information provided by the broker, bank or other nominee for instructions on how to consent to electronic distribution.



14 | Cable One, Inc. ▪ 2023 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

The nominees for election as director, to serve until the 2024 Annual Meeting of Stockholders and until their successor is elected and qualified, are Brad D. Brian, Deborah J. Kissire, Julia M. Laulis, Mary E. Meduski, Thomas O. Might, Sherrese M. Smith, Wallace R. Weitz, and Katharine B. Weymouth. All nominees are currently directors of the Company.
Our Board iswas originally divided into three classes, designated Class I, Class II and Class III. Directors are elected by class forIII, with staggered three-year terms, which continue untilsuch that the thirdterm of one class expires at each annual meeting of stockholders. At our 2020 Annual Meeting of Stockholders, our stockholders approved our Charter to declassify the Board beginning with the 2021 Annual Meeting and provide for the annual election of all directors phased in over a three-year period. In accordance with this phase-in period, the nominees listed above and at each subsequent annual meeting are being proposed for election to one-year terms (until the first annual meeting of stockholders next following the director’s election and until the director’s successor is elected and qualified.qualified). Our AmendedBoard will be fully declassified following the Annual Meeting, and Restated Certificate of Incorporation (“Charter”)all directors will be elected annually beginning with the Annual Meeting. Our Charter and By-laws provide that the number of the directors of the Company will be fixed from time to time by the Board.

There are three Class II directors whose term of office expires in 2017. The nominees for election as Class II directors, to serve for a three-year term until the 2020 annual meeting of stockholders and until his successor is elected and qualified, are Alan G. Spoon and Wallace R. Weitz. All nominees are currently directors of the Company and were previously elected by the then-sole stockholder of the Company, Graham Holdings Company (“GHC”), In addition, effective at the effective time of the Company’s spin-off from GHC (the “spin-off”). Naomi M. Bergman will not stand for re-election at the conclusion of her term of office in 2017, and2023 Annual Meeting, the size of the Board will be fixed atreduced to eight directors effective immediately upon the conclusion of Ms. Bergman’s term.

members.

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, the Company seekswe seek individuals of the highest personal and professional ethics, integrity, and business acumen who are committedand commitment to representing the long-term interests of our stockholders. stockholders and other stakeholders.
In respect of 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 the Company’sour 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 it will include women and/or persons of color in each candidate pool from which non-incumbent director nominees are selected, consistent with its past practice. Over the last four years, the Board has elected three new female directors, including one who is African American.
Directors are elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. The Board knows of no reason that would cause any nominee to be unable to act or to refuse to accept his or hertheir 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.

The following table presents certain information, as of March 10, 2017, concerning each nominee for election as a director and each director whose term of office will continue after the Annual Meeting.

Name

  

Age

  

Director

Since

  

Position

  

Expiration of

Term as Director

Mr. Thomas O. Might

  

65

  

1995

  

Executive Chairman, Chairman of the Board, and Director

  

2018

Ms. Julia M. Laulis

  

54

  

2017

  

President, Chief Executive Officer, and Director

  

2019

Mr. Brad D. Brian*

  

64

  

2016

  

Director

  

2019

Mr. Thomas S. Gayner*

  

55

  

2016

  

Lead Independent Director

  

2018

Ms. Deborah J. Kissire*

  

59

  

2016

  

Director

  

2018

Mr. Alan G. Spoon*

  

65

  

2016

  

Director

  

2017

Mr. Wallace R. Weitz*

  

67

  

2016

  

Director

  

2017

Ms. Katharine B. Weymouth*

  

50

  

2016

  

Director

  

2019

   * Independent Director

In addition to the information presented below regarding each nominee’snominee’s specific qualifications, skills, attributes and experience that led the Board to conclude that he or shethey should serve as a director, the Board believes that each nominee has demonstrated established records of accomplishment in areas relevant to the Company’sour strategy and operations and share characteristics identified in the Company’sour Corporate Governance Guidelines Statement of Ethical Principles 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 allour stockholders to build long-term stockholder value.

All of the directors and nominees have held senior positions as leaders of complex organizations and gained expertise in core management skills,skill areas, such as industry experience, operations and customer service, technology and innovation, leadership and strategy, corporate governance, talent management and business development, innovation, line operations, brand management, finance, compensationfinancial literacy or expertise, risk management, and leadership development, compliance and risk management.legal or regulatory. They have significant experience in corporate governance andenterprise compliance oversight through their positions as senior executives and as directors of public companies and other institutions. These skills and experience are pertinent to the Company’sour current and evolving business strategies, as well as to the Board’s oversight role, and enable the directors to provide diverse perspectives aboutwith respect to the complex issues facing the Company.

we face.

The following matrix and biographies highlight specificsignificant qualifications, skills, attributes and experience of each of our directors who is a nominee for election as a director or whose term of office will continue afterat 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.


Cable One, Inc. ▪ 2023 Proxy Statement | 15
Table of Contents

Director Nominee Skills and Demographic Matrix

Cable /

Communications /

Media Industry

Experience

Leadership

Experience

Governance /

Board

Experience

Financial /

Accounting

Expertise

Legal

Expertise

Diversity

Brad D. Brian

Skill

B.
Brian

D.
Kissire

J.
Laulis

✓

M.
Meduski

T.
Might

S.
Smith

W.
Weitz

✓

K.
Weymouth

Thomas S. Gayner

Industry Experience

✓

✔

✓

✔

✔

✓

✔

✓

✔

Deborah J. Kissire

Operations/Customer Service

✔

✓

✔

✔

✓

✔

✓

✓

✔

Thomas O. Might

Technology and Innovation

✓

✔

✓

✔

✔

✓

✔

✔

Julia M. Laulis

Leadership and Strategy

✔

✓

✔

✔

✓

✔

✔		✔

✔

✓

✔

Alan G. Spoon

Corporate Governance

✔

✓

✔

✔

✓

✔

✔

✓

✔

✔

✓

✔

Wallace R. Weitz

Talent Management and Development

✔

✔

✔

✓

✔

✔

✓

✔

✔

✓

✔

Katharine B. Weymouth

Brand Management

✔

✓

✔

✔

✓

✔

✔

✓

✔

✔

✔
Financial Literacy or Expertise

✔

✓

✔

✔

✓

✔		✔✔✔✔
Risk Management
✔
✔✔✔✔✔✔✔
Legal or Regulatory
✔
✔
✔
GenderMaleFemaleFemaleFemaleMaleFemaleMaleFemale
Race/Ethnicity
African American✔
Asian/ Pacific Islander
White/Caucasian
✔
✔✔✔✔✔✔
Hispanic/Latino
Native American






16 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
Nominees for Election as Director
Brad D. Brian, Age 71, Director since 2015

Committee Memberships
■Compensation and Talent Management
■Nominating and Governance

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 Term ExpiringFellow in the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Brian has represented numerous Fortune 500 corporations in lawsuits and government investigations. This work has included trials, regulatory investigations and internal corporate investigations. He also has defended companies against more than 40 lawsuits filed under the qui tam provisions of the False Claims Act. Mr. Brian is the co-editor of Internal Corporate Investigations (ABA 4th Ed. 2017). Mr. Brian was named a “Litigator of the Year” by The American Lawyer in 2016. He serves on several non-profit boards, including the board of trustees of the UC Berkeley Foundation. Mr. Brian graduated magna cum laude from Harvard Law School and with great distinction from the University of California at Berkeley.
Mr. Brian brings to the 2020 Annual MeetingBoard his experience as a high-stakes litigator and enterprise risk advisor for numerous Fortune 500 corporations and his extensive understanding of Stockholders

Alan G. Spoon

Mr. Spoon is currently Partner Emeritus at Polaris Partners, a private investment firm that provides venture capital to development-stage companies. He has been with Polaris Partnerscomplex legal matters.

Deborah J. Kissire, Age 65, Director since May 2000, previously serving2015

Committee Memberships
■Audit

Independent Director

Ms. Kissire retired as Managing General Partner and General Partner. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company from March 1991 through May 2000 and served as President of The Washington Post Company from September 1993 through May 2000. Prior to that, he held a wide variety of positions at The Washington Post Company, including President of Newsweek from September 1989 to May 1991. Mr. Spoon began his career at, and later became a partner of The Boston Consulting Group.

Mr. SpoonErnst & Young LLP (“E&Y”), 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 E&Y, serving most recently as E&Y’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 E&Y, 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 DanaherAxalta Coating Systems Ltd., a manufacturer of liquid and powder coatings, Celanese Corporation, Fortive Corporation, IAC/InterActiveCorpa global chemical and Matchspecialty materials company that engineers and manufactures a wide variety of products, and Omnicom Group Inc., a global marketing and previously served as a director of Cable ONE from 1991 to 2000. Additionally, hecorporate communications holding company, and she has served on the boards of Getty Images, TechTarget,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.

Cable One, Inc. ▪ 2023 Proxy Statement | 17
Table of Contents
Julia M. Laulis, Age 60, Director since 2017

Committee Memberships
■Executive

Chair of the Board, President and CEO

Ms. Laulis has been Chair of the Board since January 2018, CEO and a member of the Board since January 2017 and President of Cable One since January 2015.

Ms. Laulis joined Cable One in 1999 as Director of Marketing – NorWest Division. In 2001, she was named Vice President of Operations for the Southwest Division. In 2004, she became responsible for starting up Cable One’s Phoenix Customer Care Center. Ms. Laulis was named Chief Operations Officer in 2008, responsible for the Company’s three operation divisions and two call centers. In 2012, Ms. Laulis was named Chief Operating Officer, adding sales, marketing and technology to her responsibilities. In January 2015, she was promoted to President and Chief Operating Officer.
Prior to joining Cable One, Ms. Laulis was with Jones Communications in the Washington, D.C. area and Denver, Colorado, where she served in various marketing management positions. Ms. Laulis began her 39-year career in the cable industry with Hauser Communications. Ms. Laulis graduated from Indiana University in Bloomington with a bachelor’s degree in Telecommunications.

    Ms. Laulis serves on the boards of The AES Corporation, a global energy company, CableLabs and C-SPAN.
In addition to being our President and CEO, Ms. Laulis brings to the Board her significant operational and leadership experience as well as intimate knowledge and perspective about the strategic and operational opportunities and challenges, economic and industry trends, and competitive and our financial positioning, based on her various executive roles at Cable One and her experience in the industry.
Mary E. Meduski, Age 64, Director since 2019

Committee Memberships
■Audit
■Nominating and Governance

Independent Director

Ms. Meduski has served as President and Chief Financial Officer (“CFO”) and a director of TierPoint, LLC, a leading national provider of information technology 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., Human Genomethe largest privately owned wireless tower company in the United States at the time. Prior to joining AAT Communications, she was a Managing Director in the Media and Communications Investment Banking Groups of TD Securities and BankBoston Securities. Ms. Meduski holds a bachelor’s degree from Cornell University. She is a Member of the Cornell University Board of Trustees, where she serves as Chair of the Finance Committee, Chair of the National Annual Fund Campaign, and member of the Executive Committee, Audit, Risk and Compliance Committee, and the Development Committee. She serves on the Steering Committee of the President’s Council of Cornell Women and the College of Arts and Sciences TicketmasterDean’s Advisory Council. Additionally, she earned an MBA from Boston University, where she graduated first in her class.
Ms. Meduski brings to the Board her significant leadership, financial, strategic and American Management Systems. Previously, operating experience in the communications, media and technology industries.

18 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
Thomas O. Might, Age 71, Director since 1995

Independent Director since 2021

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

Sherrese M. Smith, Age 51, Director since 2020

Committee Memberships
■Audit
■Nominating and Governance

Independent Director

Ms. Smith has served as a corporate partner at Paul Hastings LLP since August 2013 and currently serves as Managing Partner of the firm. She is a member of the MIT Corporation (memberfirm’s media, technology and telecommunications practice and serves as Vice-Chair of the Executive Committee)firm’s data privacy and cybersecurity practice. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., where he alsoEU, 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 boardboards of edX (an online education platform).

Mr. Spoon’s public company leadershipGen Digital Inc., a leading provider of consumer cyber safety solutions, America’s Public Television Stations (APTS) and the Philip Merrill College of Journalism at the University of Maryland. She is also an Active Member of the Northwestern Law Board. Ms. Smith graduated from Northwestern University Pritzker School of Law and the University of South Carolina.

Ms. Smith brings to the Board her experience gives him insight into business strategy, leadershipin counseling companies on complex transactional and executive compensation,regulatory issues involving media, communications and his public companytechnology companies, including regarding data privacy and private equity experience give him insight into technology trends, acquisition strategy and financing. With more than 20 yearscybersecurity, as well as her insights from having previously served at the FCC.

Cable One, Inc. ▪ 2023 Proxy Statement | 19
Table of experience with The Washington Post Company, including nine years as a director of Cable ONE, he also has knowledge of Cable ONE’s business.

Contents

Wallace R. Weitz,

Age 73, Director since 2015


Committee Memberships
■Audit
■Compensation and Talent Management
■Executive

Independent Director

Mr. Weitz founded the investment management firm Weitz Investment Management, Inc. in 1983 as Wallace R. Weitz & Company and has since served in various roles at Weitz Investment Management, including Chief Investment Officer, President and Portfolio Manager. Mr. Weitz manages the Partners III Opportunity Fund and co-manages the Partners Value Fund and Hickory Fund, each of which is managed by Weitz Investment Management. Mr. Weitz has served as a Trustee of the Weitz Funds since 1986. Mr. Weitz began his career in New York as a securities analyst before joining Chiles, Heider & Co. in Omaha, Nebraska in 1973. There, he spent 10 years as an analyst and portfolio manager. Mr. Weitz is on the BoardChair of Trusteesthe board of trustees for Carleton College and serves on various other non-profit boards.

Additionally, he serves as a director of Berkshire Hathaway Inc. He graduated from Carleton College with a bachelor’s degree in economics.

Mr. Weitz brings to the Board his substantial financeleadership 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 56, Director since 2015

Committee Memberships
■Compensation and Talent Management

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

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.



20 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
2022 Annual Meeting Voting Results for Election of Directors Continuing in Office

Brad D. Brian

Mr. Brian is a Co-Managing Partner at

On May 20, 2022, we held our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the California law firm Munger, Tolles & Olson LLP, having been with the firm2022 Annual Meeting, Katharine Weymouth, one of our nominees for over 30 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 3rd Ed. 2007). Mr. Brian was named a “Litigator of the Year” by The American Lawyer in 2016.

Mr. Brian brings to the Board his experience as a litigator and understanding of legal matters that may arise at Cable ONE.

Thomas S. Gayner

Mr. Gayner has served as Co-Chief Executive Officer of Markel Corporation, a publicly traded financial holding company headquartered in Glen Allen, Virginia, since January 2016 andelection as a director since August 2016. He also served as Presidentat the Annual Meeting, received approximately 61% of the votes cast in favor of her election and Chief Investment Officerapproximately 39% of Markel Corporation from May 2010 until December 2015, and as a directorthe votes cast against her election. We believe the votes cast against Ms. Weymouth were driven primarily by the “overboarding” policies of Markel Corporation from 1998 to 2003. Since 1990, he has served as President of Markel-Gayner Asset Management Corporation. Previously, he was a certified public accountant at PricewaterhouseCoopers LLP and a Vice President of Davenport & Company LLC in Virginia. Mr. Gayner servescertain institutional investors that set limits on the number of public company boards of GHC, Colfax Corporationdirectors on which a nominee for director may serve. These “overboarding” policies are general policies that various institutional investors and The Davis Series Mutual Funds. He also serves on the boards of the non-profit entities Bon Secours Health System and the Community Foundation of Richmond.

Mr. Gayner bringscorporate governance firms apply to the Board the leadership, management oversight and financial skills gained in his role as a senior manager and director of Markel Corporation as well as otherall public company boards.

Deborah J. Kissire

Ms. Kissire retired as a partner of Ernst & Young LLP, an independent registered public accounting firm, in July 2015 after a 36-year career. At the time of her retirement, Ms. Kissire served as Ernst & Young’s Vice Chair and East Central Managing Partner as well as a member of the Americas Executive Board. Ms. Kissire serves on the boards of Axalta Coating Systems Ltd. and Omnicom Group Inc., and she has served on the boards of Goodwill Industries of Greater Washington and Junior Achievement USA.

Ms. Kissire bringscompanies, often without regard to the Board her significant experience in public company financial reporting, accounting and financial control matters.

Julia M. Laulis

Ms. Laulis has been Chief Executive Officer and a member of the Board since January 2017 and President of Cable ONE since January 2015.

Ms. Laulis joined Cable ONE in 1999 as Director of Marketing-NW Division. individual circumstances.


In 2001, she was named Vice President of Operations for the SW Division. In 2004, she accepted the additional responsibility for starting up Cable ONE’s Phoenix Customer Care Center. In 2008, she was named Chief Operations Officer, and in 2012, she was named Chief Operating Officer of Cable ONE. In January 2015, she was promotedaddition to President and Chief Operating Officer of Cable ONE.

Prior to joining Cable ONE, Ms. Laulis served in various senior marketing positions with Jones Communications. Ms. Laulis began her 30-plus-year career in the cable industry with Hauser Communications.

Ms. Laulis brings to the Board her significant operational and leadership experience as well as intimate knowledge and perspective about the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioning of the Company based on her various executive roles at Cable ONE.


Thomas O.Might

Mr. Might has been Executive Chairman of Cable ONE since January 2017. He has served as Chairman of the Board of Cable ONE since 2015 andserving as a member of the Board, of Cable ONE since 1995. Mr. Mightduring 2022 Ms. Weymouth served, as Chief Executive Officer of Cable ONE from 1994and currently continues to 2016 and as President of Cable ONE from 1994 to 2014.

Mr. Might joined The Washington Post Company in 1978 as assistant to publisher Donald E. Graham after serving a summer internship at the newspaper in 1977. He was promoted to Vice President-Production in 1982 and served in that position until 1987, when he became Vice President-Production and Marketing. In 1991, Mr. Might was named Vice President-Advertising Sales.

In 1993, Mr. Might was promoted to President and Chief Operating Officer of Cable ONE (formerly named Post-Newsweek Cable). He became President and Chief Executive Officer of Cable ONE in 1994 and was elected to the Board in 1995.

Mr. Might servesserve, on the boards of Republic Services, Inc., Xometry, Inc., Graham Holdings Company, (our parent company prior to our July 2015 spin-off), and the American Cable Association, CableLabs, and C-SPAN. Mr. Might wasSequoia Fund, Inc., a Combat Engineer Officer in the U.S. Army from 1972 to 1976.

Mr. Might bringsmutual fund company.


Prior to the Board leadershipBoard’s review and management oversight skills as well as intimate knowledge and perspective about the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioningdetermination of the Companydirector nominees for the Annual Meeting, we conducted stockholder outreach during the first quarter of 2023. As part of the outreach efforts, we contacted stockholders estimated to hold over 70% of our outstanding shares of common stock to solicit feedback regarding our governance matters, including any “overboarding” concerns.

The Board’s decision to renominate Ms. Weymouth for election at the Annual Meeting was based on his various executive rolesa number of factors, including, but not limited to:

■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.”

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

oMs. Weymouth’s consistently high level of commitment towards the Company and regular engagement with management; and
oMs. Weymouth’s perfect attendance record for Board and Board committee meetings during the past three years.

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

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

oDeep 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;
oLeadership, 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
oStrategy 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.



Cable ONE.

Katharine B. Weymouth

Ms. Weymouth was the Chief Executive OfficerOne, Inc. ▪ 2023 Proxy Statement | 21

Table of Washington Post Media and Publisher of The Washington Post newspaper from February 2008 until October 2014. She joined The Washington Post Company in 1996 as Assistant General Counsel of The Washington Post newspaper and held various positions within that organization over the course of 18 years. Ms. Weymouth held several positions within The Washington Post’s advertising department, including Director of the department’s jobs unit, Director of Advertising Sales and Vice President of Advertising. She also served as Associate Counsel of Washingtonpost.Newsweek Interactive, then the online publishing subsidiary of The Washington Post Company. Ms. Weymouth has been a director of GHC, from which Cable ONE was spun-off in July 2015, since September 2010. She serves as a Trustee of the Philip L. Graham Fund and of The Field School and is a director of the American Institute of Architects, The Economic Club of Washington, D.C. and the Community Foundation for the Greater Capital Region.

Ms. Weymouth brings to the Board public company leadership, management oversight and operational expertise gained through her various senior roles with and directorship of GHC.

There are no family relationships among any of our directors and executive officers.

CORPORATEGOVERNANCE

Board Committees and Meeting Attendance

The standing committees of the Board includeconsist of the Audit Committee, Compensationthe C&TM Committee, the Executive Committee, and the Nominating and Governance Committee. As discussed in more detail below, each of the Audit, CompensationC&TM and Nominating and Governance Committees is comprised entirely of independent directors, consistent with the definition of “independent” under NYSE listing standards and SEC rules applicable to boards of directors generally, and board committees in particular.

Each committee of the Board operates under a written charter, thata copy of which is maintained on our website, http://ir.cableone.net/govdocs, and has the authority to hire at the Company’s expense, of the Companyany independent legal, accounting, compensation, financial or other advisors as it deems necessary or appropriate.

The following table summarizes the current membership of theour current 10-person Board and each of its committees, as well as the number of times the Board and each committee met during 2016.

Director

  

Board

  

Audit

Committee

  

Compensation Committee

  

Executive Committee

  

Nominating

and

Governance Committee

Thomas O. Might

  

Chair

  

  

  

  

  

✓

  

  

Julia M. Laulis*

  

✓

  

  

  

  

  

✓

  

  

Naomi M. Bergman**

  

✓

  

✓

  

  

  

  

  

✓

Brad D. Brian

  

✓

  

  

  

✓

  

  

  

✓

Thomas S. Gayner

  

Lead Independent Director

  

  

  

  

  

Chair

  

Chair

Deborah J. Kissire

  

✓

  

Chair

  

  

  

  

  

  

Alan G. Spoon

  

✓

  

✓

  

✓

  

✓

  

  

Wallace R. Weitz

  

✓

  

  

  

Chair

  

  

  

  

Katharine B. Weymouth

  

✓

  

  

  

  

  

  

  

  

Number of Meetings

  

7

  

5

  

6

  

4

  

5

*

As of January 1, 2017, the Board elected Ms. Laulis as a director and a member of the Executive Committee.

**

Ms. Bergman will not stand for re-election at the conclusion of her term of office in 2017. Effective immediately upon the conclusion of Ms. Bergman’s term, it is anticipated that Ms. Weymouth will be appointed to the Audit Committee and Mr. Weitz will be appointed to the Nominating and Governance Committee.

2022.

Director Board 
Audit
Committee
 
C&TM
Committee
 
Executive
Committee
 
Nominating
and
Governance
Committee
Brad D. Brian* ✔   ✔   ✔
Thomas S. Gayner* 
Lead
Independent
Director
     Chair Chair
Deborah J. Kissire* ✔ Chair      
Julia M. Laulis Chair     ✔  
Mary E. Meduski* ✔ ✔     ✔
Thomas O. Might* ✔        
Kristine E. Miller* ✔   Chair    
Sherrese M. Smith* ✔ ✔     ✔
Wallace R. Weitz* ✔ ✔ ✔ ✔  
Katharine B. Weymouth* ✔   ✔    
Number of Meetings 5 8 4 0 5
—–—–—
* Independent Director
Each director attended at least 75% of the total number of meetings of the Board and the committees of the Board on which the director served during their term of service in 2016.

2022.


22 | Cable One, Inc. ▪ 2023 Proxy Statement
Audit Committee

The functions of the Audit Committee include, among other duties, overseeing:

■

management’s

■management’s conduct of our financial reporting process (including the development and maintenance of systems of internal accounting and financial controls);

■

■the integrity of our financial statements;

■

■our compliance with legal and regulatory requirements;

■

■the qualifications and independence of our outside auditor;

independent registered public accounting firm;

■

■the performance of our internal audit function;

■

■the outside auditor’sindependent registered public accounting firm’s annual audit of our financial statements; and

■

■the preparation of certain reports required by the rules and regulations of the Securities and Exchange Commission (the “SEC”).

SEC.


The Board has determined that all members of the Audit Committee are non-employee, “financially literate,” “independent” directors within the meaning of the listing standards of the NYSE. All members of the Audit Committee have also been determined to be “independent” within the meaning of the SEC rules applicable to service on audit committees. None of the members of the Audit Committee has accepted, other than in such person’sperson’s capacity as a committeeBoard or Board committee member, any consulting, advisory or other compensatory fee from the Company or its affiliates.

The Board has determined that each of Ms.Mses. Kissire and Mr. SpoonMeduski has the requisite background and experience to be (and is)and was designated an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K due to his or hertheir extensive experience, as discussed under “Proposal 1: Election of Directors.” In addition, the Board has determined that all of the members of the Audit Committee are well grounded in financial matters and are familiar with generally accepted accounting principles.GAAP. All of the members of the Audit Committee have a general understanding of internal controls and procedures for financial reporting, as well as an understanding of audit committee functions. To the extent that matters come before the Audit Committee that involve accounting issues, the members of the Audit Committee consult with and rely on management, in addition to consulting with external experts, such as the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP.PwC. In addition, the Audit Committee has authority to obtain advice from internal or external legal or other advisors.

Compensation


Cable One, Inc. ▪ 2023 Proxy Statement | 23
Table of Contents
C&TM Committee

The functions of the CompensationC&TM Committee include, among other duties:

■

■determining and approving the compensation of our Chief Executive Officer;

CEO;

■

■reviewing and approving the compensation of our other membersexecutive officers;
■overseeing the development and implementation of our senior management;

compensation plans;

■

■overseeing our human capital programs, policies and practices, which may include associate development, talent management, organizational culture and diversity and inclusion initiatives (in each case except with respect to matters that are within the administrationscope of responsibility of another committee of the Board); and determination of awards under our compensation plans; and

■

■preparing any report on executive compensation required by the rules and regulations of the SEC.

All members of the CompensationC&TM Committee are non-employee directors and have been determined to be “independent” within the meaning of the listing standards of the NYSE and SEC rules applicable to service on compensation committees of emerging growth companies.

committees.

Executive Committee

The functions of the Executive Committee include, among other duties:

include:

■

■reviewing and providing guidance to the Board and to our senior management of the Companyfrom time to time regarding the Company’sCompany’s strategy, operating plans and operating performance; and

■

■performing such other duties or responsibilities as may be delegated to the Executive Committee from time to time by the Board.



24 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
Nominating and Governance Committee

The functions of the Nominating and Governance Committee include, among other duties:

■

■overseeing our corporate governance practices;

■

■reviewing and recommending to ourthe Board amendments to our By-laws, Charter, committee charters and other governance policies;

■

■reviewing and making recommendations to our Board regarding the structure of our various board committees;

■

■identifying, reviewing and recommending to our Board individuals for election to the Board;


■

■adopting and reviewing policies regarding the consideration of candidates for our Board proposed by stockholders and other criteria for membership on our Board;

■

■overseeing the Chief Executive OfficerCEO succession planning process, including an emergency succession plan;

■

■reviewing the leadership structure for our Board;

■

■overseeing our Board’sBoard’s annual self-evaluation; and

■

■overseeing and monitoring general governance matters, including communications with stockholders and regulatory developments relating to corporate governance.

governance;
■overseeing our strategy, practices, reporting efforts and risk management with respect to environmental matters, including climate related risks; and
■periodically monitoring, reviewing and discussing with management the Company’s cybersecurity preparedness, vulnerabilities, defenses and planned responses, including related risk management programs and practices.

All members of the Nominating and Governance Committee are non-employee directors and have been determined to be “independent” within the meaning of the listing standards of the NYSE.

Corporate Governance Guidelines and CodesCode of Business Conduct

and Ethics

In order to help assureus achieve the highest levels of business ethics, at Cable ONE, our Board has adopted the following Corporate Governance Guidelines and codesa Code of conduct,Business Conduct and Ethics, copies of which are maintained on our website, http://ir.cableone.net/govdocs.

Corporate Governance Guidelines

Our Corporate Governance Guidelines provide a framework for the governance of the Company.our corporate governance. Among other things, our Corporate Governance Guidelines addressaddress: director qualifications,qualifications; Board operations, structure and leadership; director compensation,compensation; management review and succession,succession; and director orientation and continuing education. The Corporate Governance Guidelines also provide for annual self-evaluations by the Board and its committees.

The Board has not established limits on the number of terms a director may serve prior to his or hertheir 75th birthday; however, no director may be nominated to a new term if he or shethey would be age 75 or older at the time of the election.

election, unless the Board, upon recommendation of the Nominating and Governance Committee, determines that it is in the best interests of the Company and its stockholders for the director to continue to serve on the Board for an additional term.


Cable One, Inc. ▪ 2023 Proxy Statement | 25
Table of Contents
Code of Business Conduct

and Ethics

Our Code of Business Conduct and Ethics applies to our employees, including any employee directors.directors, officers and employees. The Code of Business Conduct and Ethics is designed to deter wrongdoing and contains policies pertaining to, among other things, employee conductcompliance with applicable laws, rules and regulations; the responsible use of and control over our assets and resources; the integrity of records, reports and financial statements; political contributions and activities; anti-bribery and anti-corruption laws; conflicts of interest and corporate opportunities; employment matters, including equal employment opportunity and anti-harassment and non-discrimination; fairness in the workplace;business practices; antitrust laws; electronic communications and information security; accuracy of books, records and financial statements;confidential information; securities trading; confidentiality; conflictsgovernment investigations; ethics hotline availability; and accountability for adherence to the Code of interest; fairnessBusiness Conduct and Ethics and prompt internal reporting of any possible violations thereof. Our Code of Business Conduct and Ethics is available on our website at ir.cableone.net. Any amendment or waiver of a provision of our Code of Business Conduct and Ethics requiring disclosure under applicable rules with respect to any of our executive officers or directors will be posted on our website within four business days of such amendment or waiver at ir.cableone.net.
Proxy Access
Our By-laws permit a stockholder, or a group of up to 20 stockholders, owning at least three percent of our outstanding stock continuously for at least three years to nominate and include in business practices; anti-briberyour annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty-five percent of the Board, subject to certain conditions and anti-corruption laws; antitrust laws;provided that the stockholder(s) and political activitiesnominee(s) satisfy all eligibility, procedural and solicitations.

Statement of Ethical Principles 

Our Statement of Ethical Principles appliesdisclosure requirements specified in the By-laws, including that each director nominee submitted through the proxy access by-law must meet the qualifications to our directors, officers and employees and is designed to deter wrongdoing and to promote, among other things:

■

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

■

the protection of the confidentiality of our non-public information;

■

the responsible use of and control over our assets and resources;

■

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and other regulators and in our other public communications;

■

compliance with applicable laws, rules and regulations; and

■

accountability for adherence to the Statement of Ethical Principles and prompt internal reporting of any possible violation of the Statement of Ethical Principles.

be an independent director.

Director Nomination Process

Under our By-laws, except as set forth above under “Proxy Access,” stockholders of record are able to nominate persons for election to our Board only by providing proper written notice to our Secretary.Secretary at our address set forth in this Proxy Statement. Proper notice must be timely, generally between 90 and 120 days prior to the relevant meeting (or, in the case of annual meetings, prior to the first anniversary of the prior year’syear’s annual meeting), and must include, among other information, the name and address of the stockholder giving the notice, a representation that such stockholder is a holder of record of our common stock as of the date of the notice, certain information regarding such stockholder’s beneficial ownership of our securities and any derivative instruments based on or linked to the value of or return on our securities as of the date of the notice, certain information relating to each person whom such stockholder proposes to nominate for election as a director a brief description of any other business such stockholder proposes to bring before the meeting and the reason for conducting such business and a representation as to whether such stockholder intends to solicit proxies.

In addition, except as set forth above under “Proxy Access”, stockholders wishing to nominate persons for election to our Board must provide timely notice to the Company in accordance with applicable SEC rules and regulations. See “Stockholder Proposals; Director Nominations and Other Business for the 2024 Annual Meeting of Stockholders.”

The Nominating and Governance Committee will consider director candidates recommended by stockholders. Our By-laws provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures.

Our Corporate Governance Guidelines and the Nominating and Governance Policy Statement contain information concerning the responsibilities of the Nominating and Governance Committee with respect to identifying and evaluating future director candidates. It is Committee’s policy to apply the same criteria in reviewing candidates proposed by stockholders as it employs in reviewing candidates proposed by any other source. The Nominating and Governance Policy Statement sets forth our Nominating and Governance Committee’sCommittee’s general policy regarding the consideration of candidates proposed by stockholders; a description of the minimum criteria used by the Nominating and Governance Committee in evaluating candidates for the Board; a description of the Nominating and Governance Committee’s process for identifying and evaluating director nominees (including candidates recommended by stockholders);nominees; and the general process for communications between stockholders and the Board.

Majority Voting for Directors

Our By-laws provide for majority voting in uncontested director elections, and any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after the Company certifies the voting results. In that case, the remaining members of the Board would consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-withheldmajority-against vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote, and, once the Board makes its decision, the Company must promptly make a public announcement of the Board’sBoard’s decision (including a statement regarding the reasons for its decision in the event the Board rejects the offer of resignation).

26 | Cable One, Inc. ▪ 2023 Proxy Statement
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Director Independence

As set forth in our Corporate Governance Guidelines, the majority of our directors must be “independent” according to the criteria for independence established by the NYSE. Our Corporate Governance Guidelines also require that all the members of each of the standing committees of the Board (other than the Executive Committee) must be independent, including any enhanced independence standards applicable to a particular committee, and none of the members of the standing committees (other than the Executive Committee) must be independent and may not directly or indirectly accept any consulting, advisory or other compensatory fee (other than pension or other forms of deferred compensation for prior service which is not contingent in any way on continued service) from the Company or its subsidiaries and none of the members of the standing committees may have a material relationship with the Company. In order to determine that a director is independent, the Board must make an affirmative determination that the director satisfies applicable regulatory and NYSE listing requirements to be an independent director of the Company and that the director is free of any other relationship that would interfere with the exercise of independent judgment by such director. The Board has affirmatively determined that, with the following directorsexception of Ms. Laulis, all of the members of the Board and all nominees are independent Naomi M. Bergman, Brad D. Brian, Thomas S. Gayner, Deborah J. Kissire, Alan G. Spoon, Wallace R. Weitz and Katharine B. Weymouth.

“independent.”

Executive Sessions of the Non-Management Directors

The listing standards of the NYSE call for the non-management directors of the Company to meet at regularly scheduled executive sessions without management. Thomas S.Mr. Gayner currently serves as Lead Independent Director of the Board, and he presides at the executive sessions of the Board. In 2016,2022, the non-management directors regularly met in executive sessions outside the presence of any employee director or management, and the non-management directors expect to meet in executive session in 20172023 as appropriate.


Board Leadership Structure

The

As set forth in our Corporate Governance Guidelines, the Board supports flexibility in determining its leadership structure by not requiring the separation of the roles of ChairmanChair of the Board and Chief Executive Officer.CEO. The Board believes that the Company and its stockholders are best served by maintaining this flexibility rather than mandating a particular leadership structure.

In 2016, Mr. Might served as Chairman of the Board as well as Chief Executive Officer of the Company. Effective January 1, 2017, Ms. Laulis was appointed President and Chief Executive Officer, while Mr. Might continues to serve as Chairman of the Board. Until the separation of

We currently do not separate the roles in 2017, the Board believed that Mr. Might’s service as both Chairmanof Chair of the Board and Chief Executive Officer wasCEO as Ms. Laulis serves in both roles. The Board believes that Ms. Laulis’ service as both Chair of the Board and CEO is in the best interests of the Company and that this structure wasis appropriate because Mr. MightMs. Laulis possesses in-depth strategic and operational knowledge of the opportunities and challenges facing the Companywe face and has played a critical role in theour growth ofduring her more than 20-year career at the Company during his over-20 years of experiencethrough her experiences as an employee, executive at and director. Her dual role promotes decisive leadership, accountability and clarity in the overall direction of our business strategy as a member ofwell as effective decision-making and strategic alignment between the Board and our senior management. The Board also believes that this approach facilitates clear and consistent communication of Cable ONE.

We currently maintain separate roles between Chairman of the Board our strategy to all stakeholders and Chief Executive Officerthat, in recognition of the differences between the two responsibilities and because we believe that, at this time, the separation of the roles is in the best interests of the Company. This structure is appropriate becauseconsultation with our Chief Executive Officer,Lead Independent Director, Ms. Laulis is responsible for, among other things, setting our strategic direction and day-to-day leadership and performance of our Company. Meanwhile, Mr. Might continuesbest positioned to serve as an executive officer of the Company. As Chairman of the Board and Executive Chairman, Mr. Might focuses on strategy and business development, provides input to the Chief Executive Officer, developsdevelop agendas that focus on matters that merit Board attention, and presides over meetings of the full Board.

Toattention.

As provided in our Corporate Governance Guidelines, to ensure the Board’sBoard’s independence and proper functioning, the Board also appoints a Lead Independent Director. Thomas S.Director who must be independent according to the criteria for independence established by the NYSE. Mr. Gayner currently serves in this capacity. The Lead Independent Director typically chairs executive sessions of Board meetings and consults with Mr. Might, Ms. Laulis and senior management regarding issues to be included in Board meeting agendas. The Lead Independent Director is also expected to collaborate with Mr. Might and Ms. Laulis, along with the other members of the Executive Committee, in reviewing key operational and other matters and to act as a liaison between Mr. Might and Ms. Laulis and the non-management directors. The role of the Lead Independent Director is able to provide strong leadership of the non-management directors and help the Board provide effective independent oversight of the ChairmanChair of the Board and Executive ChairmanCEO.
Phase-out of Classified Board Structure
We are in the process of declassifying our Board over a three-year phase-in period as well asdiscussed in greater detail in Proposal 1 and below. Pursuant to the Chief Executive Officer.

Charter, the phase-in had or will have the following effects:

■beginning with the 2022 Annual Meeting a majority of directors were elected for one-year terms; and
■following the Annual Meeting, the entire Board will be elected annually.
As a result, our Board’s will be fully declassified following the Annual Meeting.

Cable One, Inc. ▪ 2023 Proxy Statement | 27
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Board’s Role in Risk Oversight

The Board as a whole actively considers strategic decisions proposed by management, including matters affecting the business strategy and our competitive and financial positions, of the Company, and monitors the Company’sour risk profile. Board meetings are focused on strategic matters affecting major areas of the Company’sour business, including operational, execution and competitive risks and risk management initiatives. 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 CompensationC&TM Committee addresses the risk profile of the Company’sour compensation program and arrangements;arrangements as well as various human capital programs, policies and practices; and the Nominating and Governance Committee oversees corporate governance-related risk associated with our governance practices and profile.

profile, as well as our risks and practices related to cybersecurity and environmental matters, including climate related risks.

Risk oversight activities are supported by internal reporting structures that aimdesigned to surface directly to the Board key matters that can affect the Company’sour risk exposures. The Company has establishedexposures as well as by our leadership structure as described above. We have a Disclosure Controls Committee that reports directly to the Audit Committee on certain matters relating to the Company’sour 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 our senior management supported by subject matter experts within our organization. Representatives of the risk council provide reports to the Audit Committee to establish a mutual understanding of the effectiveness of our risk management practices and capabilities, to review our risk exposure and tolerance and to elevate certain key risks for oversight at the Board level.

Other Governance Matters
Communicating with Directors

In accordance with the Nominating and Governance Policy Statement, stockholders and other interested persons seeking to communicate with the Board may submit any communications in writing to the Company’sattention of our Secretary, at the address of the Company’sour headquarters: 210 E. Earll Drive, Phoenix, Arizona, 85012. Any such communication must state the number of shares beneficially owned by the stockholder making the communication. The Secretary will review all incoming stockholder communications, except for solicitations, junk mail and obviously frivolous or inappropriate communications, and forward such communications, as appropriate, to the full Board or to any individual director or directors to whom the communication is directed.


Annual Meeting Attendance

The Board does not have a policy of requiring directors to attend annual meetings of stockholders; however, the Companywe generally schedulesschedule a Board meeting in conjunction with itsour annual meeting of stockholders and encouragesencourage directors and nominees for director to attend each annual meeting of stockholders. All of our directors attended our 2016 annual meeting of stockholders.

2022 Annual Meeting.

Compensation Committee Interlocks and Insider Participation

Messrs. Brian Spoon and Weitz and Mses. Miller and Weymouth served as members of the CompensationC&TM Committee in 2016.2022. None of these individuals has ever been an employee of the Company.employed by us. During 2016,2022, none of our executive officers served on the board of directors or compensation committee of any other entity for which a member of our Board or CompensationC&TM Committee served as an executive officer.

During the fiscal year ended December 31, 2022, there were no relationships or transactions between the Company and any member of the C&TM Committee requiring disclosure hereunder.


Corporate Governance Policies Related to Compensation and Equity

Please refer to read “Compensation Discussion and Analysis—Corporate Governance Policies” beginning on page 27 of this Proxy Statement for discussion of our stock ownership guidelines and our policies with respect to prohibiting derivative trading, hedging and pledging; clawbacks;pledging, clawbacks and the tax deductibility of compensation.




28 | Cable One, Inc. ▪ 2023 Proxy Statement

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PROPOSAL2: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firmAudit Committee of PricewaterhouseCoopers LLP, anthe Board is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm has audited theretained to audit our financial statements of our Company for the fiscal year ended December 31, 2016.statements. Our Audit Committee has appointed PricewaterhouseCoopers LLPPwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 20172023. PwC, an independent registered public accounting firm, has audited our financial statements for the fiscal year ended December 31, 2022, has served as our independent auditor since 2014, and has the requisite understanding of our business, accounting policies and practices, and internal control over financial reporting. As a result, the Board and its Audit Committee consider PwC well qualified to serve as our independent registered public accounting firm. Further, the Board believes the continued retention of PwC is in our best interest and the best interest of our stockholders and recommends that stockholders vote in favor of the ratification of such appointment. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of PricewaterhouseCoopers LLPPwC to our stockholders for ratification as a matter of good corporate governance. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest and the best interestsinterest of the Company and our stockholders.


We anticipate that representatives of PricewaterhouseCoopers LLPPwC will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so with respect to our financial statements for the fiscal year ended December 31, 20162022, and the firm’s relationship with the Company and will be available to respond to appropriate questions from stockholders.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee’sCommittee’s charter provides that the duties and responsibilities of the Audit Committee include the pre-approval of audit and non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair our auditor’s independence. Any proposed services exceeding pre-approved cost levels will requirerequires specific pre-approval by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will periodically review and pre-approve the services that may be provided by the independent registered public accounting firm as well as revise the list of pre-approved services from time to time, based on subsequent determinations.

The Audit Committee will not delegate to management responsibilities to pre-approve services performed by the independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The annual audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters. In addition to the annual audit services engagement specifically approved by the Audit Committee, the Audit Committee may grant pre-approval for other audit services, which are those services that only the independent auditor reasonably can provide. The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a transaction initially recommended by the independent registered public accounting firm, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code of 1986, as amended (the “Code”), and related regulations.

Audit-related services are assurance and other services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent registered public accounting firm. The Audit Committee believeshas determined that the provision of audit-related services reflected in the table below does not impair the independence of the independent registered public accounting firm.

The Audit Committee believes that the independent registered public accounting firm can provide tax services to the Company, such as tax compliance, tax planning and tax advice, without impairing such auditor’sauditor’s independence. However, the Audit Committee will not permit the retention of the independent registered public accounting firm in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Code, and related regulations.

The Audit Committee may grant pre-approval of those permissible non-audit services classified as “All Other” services that it believes are routine and recurring services and would not impair thethe independence of the auditor.

Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by the Chief Financial OfficerCFO (or other designated officer) and must include a statement from that individual as to whether, in his or hertheir view, the request or application is consistent with the SEC’sSEC’s rules on auditor independence.

All audit fees, audit-related fees and all other fees were preapproved by the Audit Committee.

Cable One, Inc. ▪ 2023 Proxy Statement | 29

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Audit and Other Fees

The following table provides information regarding the aggregate fees billed to the Company for professional services renderedbilled by PricewaterhouseCoopers LLPPwC for 2016the fiscal years ended December 31, 2022 and 2015.

  

2016

  

2015

 

Audit Fees (1)

 $1,858,000  $1,064,129 

Audit-Related Fees (2)

  681,068   35,000 

Tax Fees (3)

  36,504   40,000 

All Other Fees (4)

  1,800   1,800 

Total

 $2,577,372  $1,140,929 

2021.
 
2022
($)
 
2021
($)
Audit Fees (1)
2,615,000 3,078,427
Audit-Related Fees (2)
7,000 6,293
Tax Fees —  —
All Other Fees (3)
7,800 7,800
Total2,629,800 3,092,520
—–—–—

(1)

(1)Audit fees for 20162022 and 20152021 related to the annual audit and reviews of financial statements included in the Company’sour quarterly filings, including reimbursable expenses. Audit fees for 20162022 also included various procedures performed in connection with our divestiture of certain operations and implementation of a new human resources system. Audit fees for 2021 also related to the initial annual audit of our internal control over financial reporting. Audit fees for 2015 also related to the filing of a Form S-8 for shares issuablevarious procedures performed in connection with the Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “Existing 2015 Plan”).

our Hargray and CableAmerica acquisitions, enterprise resource planning system implementation, convertible notes private offering and Clearwave Fiber transaction.

(2)

(2)Audit-related fees for 20162022 and 20152021 related to assurance and other services reasonably related to the performance of the audit or reviews of financial statements and not included under “Audit Fees” above, including reimbursable expenses. Audit-related fees for 2016 also related to due diligence services related to mergers and acquisitions.

(3)

Tax fees for 2016 and 2015 related to tax compliance, tax advice and tax planning, including reimbursable expenses. These fees were primarily for state and local tax consulting.

(3)
(4)All other fees for 20162022 and 20152021 related to software licensing for a finance and accounting research tooltools provided by PricewaterhouseCoopers LLP.PwC.



THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLPPWC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF OUR COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

2023.



30 | Cable One, Inc. ▪ 2023 Proxy Statement

EXECUTIVE Table of Contents
COMPENSATION

Compensation Discussion and Analysis

DISCUSSION AND ANALYSIS

Executive Summary

Named Executive Officers (“NEOs”)

This Compensation Discussion and Analysis describes the compensation of our NEOs named in the 2016 Summary Compensation Table:

“named executive officers” or “NEOs” as listed below.

Name

Position

Thomas O. Might*

Name

ChairmanPosition

Julia M. LaulisChair of the Board, President and Chief Executive Officer (“CEO”) (through 12/31/16)

CEO

Julia

Todd M. Laulis*

Koetje (1)

President and Chief Operating Officer (through 12/31/16)

CFO

Kevin P. Coyle

Michael E. Bowker

COO

Kenneth E. Johnson (2)
Chief Technology and Digital Officer
Eric M. LardySenior Vice President, Operations and Chief Financial Officer

Integration

Stephen A. Fox

Steven S. Cochran (3)

Senior Vice President and Chief Network Officer

Former CFO
—–—–—

Alan H. Silverman

(1)

Effective July 1, 2022, Mr. Koetje was appointed as our CFO. Prior to such appointment, Mr. Koetje served as Senior Vice President, General Counsel and Secretary

Business Development & Finance.

*(2)

As ofEffective January 1, 2017,2023, Mr. MightJohnson was appointed Executive ChairmanChief Technology and Ms. Laulis was appointedDigital Officer. Prior to such appointment, Mr. Johnson served as Senior Vice President, Technology Services.

(3)Effective July 1, 2022, (a) Mr. Cochran stepped down from his position as our CFO; and CEO. All references(b) the Company and Mr. Cochran entered into a Transition Agreement and General Release of Claims (the “Transition Agreement”), as approved by the C&TM Committee, under which Mr. Cochran agreed to our CEO throughoutremain employed as a Senior Advisor to the Compensation Discussion and Analysis andCompany through January 31, 2023 to assist in the Executive Compensation sectionorderly transition of this Proxy Statement referthe role of CFO. Mr. Cochran’s decision to Mr. Might, unlessstep down from his position as CFO was not the context indicates otherwise.

result of any disagreement with the Company on any matter relating to the Company’s operations, policies and practices, including any matters concerning our controls or any financial or accounting-related matters or disclosures.

2016

2022 Operational Highlights

Below are highlights

We delivered another year of oursolid operational and financial performance in 2016, including Adjusted EBITDA, which was2022, highlighted by the performance metric used forfollowing actions and metrics. For additional information regarding some of our accomplishments in 2022, please read the Company’s 2016 Annual Executive Bonus Plan (the “2016 Bonus Plan”)discussion under “Proxy Statement Summary – 2022 Strategic, Operational and the annual grant of performance-based restricted stock awards (“PSAs”) in 2016:

Financial Highlights.”

■

Net

■
Our total revenues were $1.7 billion in 2022 compared to $1.6 billion in 2021. Residential data revenues increased by 11.8% year-over-year.
■
Our net income was $98.9$234.1 million in 2016,2022, compared to $291.8 million in 2021, a decrease of 19.8% year-over-year. Our 2022 Adjusted EBITDA was $911.9 million, compared to $839.3 million in 2021, an increase of 11.1% compared to net income of $89.0 million in 2015.

■

Adjusted EBITDA was $350.5 million, an increase of 10.3% compared to Adjusted EBITDA of $317.7 million in 2015.8.6% year-over-year. See AnnexA of this Proxy Statement, entitled “Use of Non-GAAP Financial Metrics,Measures,” for the definition of Adjusted EBITDA, and a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable measure under U.S. generally accepted accounting principles (“GAAP”).

GAAP and a discussion of why we believe this non-GAAP measure is useful.

■

Net

■
Our net cash provided by operating activities was $251.8$738.0 million in 2022, an increase of 2.2% compared to net cash provided by operating activities of $246.4 million in 2015.

■

Adjusted EBITDA less capital expenditures was $225.0 million, an increase of 48.7% compared to4.8% year-over-year. Our 2022 Adjusted EBITDA less capital expenditures was $497.8 million, an increase of $151.4 million in 2015.11.3% year-over-year. See AnnexA of this Proxy Statement entitled “Use of Non-GAAP Financial Metrics,” for the definition of Adjusted EBITDA less capital expenditures, and reconciliations to net income which is the most directly comparable measure under GAAP when this metric is used as a performance measure, and to net cash provided by operating activities, as applicable, which isare the most directly comparable measuremeasures under GAAP whenand a discussion of why we believe this metricnon-GAAP measure is used as a liquidity measure.

useful.

Noteworthy Changes to our

Cable One, Inc. ▪ 2023 Proxy Statement | 31
Table of Contents

Executive Compensation Program for 2017

■

Redesigned performance-based equity awards for 2017. The PSAs for 2017 are based on three-year cumulative Adjusted EBITDA less capital expenditures, which as compared to the PSAs for 2016, will extend the performance period from one year to three years and will differentiate the performance metrics between our annual executive bonus plan and our long-term equity incentive awards. For additional details, please see “2017 Compensation Actions” below.


■

Management changes. Effective as of January 1, 2017, Mr. Might was appointed Executive Chairman and Ms. Laulis was appointed President and CEO. In connection with Mr. Might’s appointment, his annual base salary was reduced, he is not eligible to receive an annual bonus under our annual executive bonus plan for 2017, and he received a grant of PSAs. In connection with Ms. Laulis’ appointment, her annual base salary and target annual bonus were increased, and she received a one-time promotional stock appreciation right (“SAR”) grant in addition to her annual PSA grant. For additional details regarding the new compensation terms for Mr. Might and Ms. Laulis, please see “Elements of our Compensation Program” below.

■

Amended stock ownership guidelines in 2017. In 2017, the Board amended our stock ownership guidelines, which, among other things, increased the required stock ownership level for our CEO from a multiple of five times base salary to six times base salary and adopted the same six times base salary multiple for the newly created position of Executive Chairman. The stock ownership guidelines were also revised to provide that PSAs are not counted toward achievement of the applicable guideline multiple until the performance contingencies have been satisfied, and require that if, following the initial five-year compliance period an executive falls below the required ownership level, the executive retain net after-tax shares from SAR exercises or when PSAs or time-based restricted stock awards (“RSAs”) vest until the applicable guideline has been met. For additional details regarding the amended stock ownership guidelines, please see “Corporate Governance Policies—Stock Ownership Guidelines” below.

Corporate Governance “Best Practices”

“Best Practices”

Below is a summary of best practices that we have implemented with respect to the compensation of our NEOs, becausewhich we believe they support our compensation philosophy and are in the best interests of our Company and our stockholders.

✓

✓Our executive compensation is aligned with a pay-for-performance philosophy where a substantial portion of executive officerNEO compensation is at-risk and tied to objective performance goals.

✓

✓Both annual bonuses and, with limited exceptions, the majority of annual equity incentive awards for executives are 100% based on financial operating performance against pre-defined objective goals with(with no discretion to increase payouts.

payouts).

✓

✓The CompensationC&TM Committee engages an independent compensation consultant.

✓

✓We maintain robust executive and non-employee director stock ownership guidelines.

✓

We maintain clawback provisions

✓Our Clawback Policy provides for the forfeiture of outstanding incentive compensation and the recoupment of previously paid incentive compensation in our equity award agreements,the event of financial restatements, legal or compliance violations and our long-term incentive plan permits recoupment under various circumstances for cash awards granted thereunder as well.

forms of misconduct.

✓

✓We prohibit all executives and directors from hedging and pledging of our securities.

securities by all executives, directors and other members of our restricted trading population.

✓

✓The CompensationC&TM Committee conducts an annual risk assessment of our compensation program.

✓

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

✓

✓We do not provide gross-up payments on excise taxes under Section 280G or Section 409A of the Code.

✓

✓We provide only limited perquisites to our NEOs.

Prior to December 31, 2016, we were considered an “emerging growth company” under federal securities laws and, as a result, we did not hold a say-on-pay vote at our 2016 annual meeting of stockholders. This Proxy Statement marks the first time we are providing a comprehensive Compensation Discussion and Analysis. Because we are no longer an emerging growth company, we are required to conduct an advisory say-on-frequency vote at the Annual Meeting. In addition, we are voluntarily conducting our say-on-pay vote at the Annual Meeting, although we are not yet required to hold such a vote.

✓Our 2022 Omnibus Plan does not allow repricing of options or SARs without stockholder approval or contain an “evergreen” or automatic share replenishment provision.
Our Board and the CompensationC&TM Committee greatly value the benefits of maintaining a dialogue with our stockholders to understand their views on our executive compensation program and practices. The CompensationC&TM Committee intends to considerconsiders the outcome of future say-on-pay votes and is devoted to consistently reviewing and enhancing our compensation programs.

At our 2022 Annual Meeting, approximately 97% of the votes cast were in favor of our say-on-pay proposal. After evaluating the outcome of the 2022 say-on-pay vote and based upon input from the C&TM Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), the C&TM Committee believes our executive compensation program is appropriately aligned with our compensation philosophy and our business strategy and that we continue to make appropriate modifications to our program over time, including the recent changes we made to differentiate the performance criteria used to determine payouts under our 2023 Annual Executive Bonus Plan and vesting of our 2023 performance-based equity awards as described in more detail under “2023 Compensation Actions” below.


32 | Cable One, Inc. ▪ 2023 Proxy Statement

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Highlights of Our 2022 Executive Compensation Program
Our 2022 executive compensation program supports our performance-based pay philosophy, which is described below, with limited fixed compensation and an emphasis on at‐risk compensation. Target total direct compensation remained significantly below median peer levels while our financial and operating performance compared favorably to our industry peers across key performance metrics that were evaluated, including revenue growth, EBITDA growth, and EBITDA margin. For 2022:
■
Base Salary – We increased base salaries for each NEO based on individual and Company performance and executive experience, in an effort to address shortfalls in total compensation relative to competitive market levels.
■
Annual Cash Incentives – 2022 bonus funding was based on year-over-year Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA in order to maintain alignment with our internal focus on these metrics as part of the management of our business. The 2022 target bonus percentages for each NEO were increased from 2021 levels in an effort to address shortfalls relative to competitive market levels.
■
Long-Term Equity Incentives – The majority of annual equity grant value was provided through performance-based restricted stock awards (“PSAs”) with the balance in service-based restricted stock awards (“RSAs”). The mix of 2022 equity grants was more performance-based than typical peer practice while also supporting executive retention. 2022 equity grant values were comprised of approximately 63% PSAs and 37% RSAs for Ms. Laulis and ranged between approximately 60-62% PSAs and 38-40% RSAs for each of our other NEOs.
Our Executive Compensation Program andand Practices

The Compensation Committee believes

We believe that our executive compensation program is appropriately designed to advance stockholder interests through effective performance-based incentives tied to key financial drivers of long-term stockholder value along with appropriate retention features.incentives. The primary components and associated purposes of our compensation program and associated purposes are as follows:

■

■
Base Salary — – Provide the security of a competitive fixed cash paymentsalary for services rendered.

■

■
Annual Cash Incentives — – Motivate superior annualstrong operating performance and support our objectives by tying any payout to the achievement against pre-established operatingfinancial goals.

■

■
Long-Term Equity Incentives — Retain – Align the interests of executives and align their interests with those of our long-term stockholders by motivating them to build stockholder value over the life of the grants and beyond. We generally tieThe majority of annual long-term equity incentives for our NEOs is tied to the achievement against pre-established financial goals through PSAs supplemented by RSAs that include a time-based retention component. Newly hired or promoted executives have typically received long-term operating goals (through PSAs) orequity incentives in the appreciationform of RSAs and SARs, which are intended to support direct alignment with the interests of our common stock (through SARs).

long-term stockholders.

■

■
Other Benefits — – Provide other benefits that are competitive and consistent with the market. We offer generalmarket, including health and welfare benefits that are broadly uniform with those offered to all full-time employees; minimal perquisites; and limited perquisites, and severance benefits in the event of an involuntary termination which are generally limited to partial vestingnot involving a change of outstanding equity awards. We have not entered into any agreements with our executives that provide cash severance. Retirement benefits are generally limited to participation in a tax-qualified 401(k) plan, which includes a Company match. In addition, there are certain legacy deferred compensation plans in which our NEOs (other than Messrs. Coyle and Fox) currently participate and legacy retirement plans in which our NEOs (other than Messrs. Coyle and Silverman) currently participate, which carried over from the spin-off.

control.

Under our executive compensation program, performance-based incentive compensation comprises a substantial portion of target annual compensation, andwith approximately 82% of 2022 target total direct compensation for our NEOs have a larger percentage of compensation at-risk than is fixed relative to total compensation.being at-risk. The CompensationC&TM Committee considers each component of compensation collectively with other components when establishing the various forms components, and levels of compensation for our NEOs. In determining the appropriate mix of compensation elements for each NEO, our executive compensation program seeks to provide a balance between the various components by rewarding performance through annual performance-based cash incentive compensation that encourages achieving and exceeding annual goals and milestones and through long-term equity incentive compensation that is designed to advance our long-term growth strategy and also through long-term equity incentive compensation to align our NEOsNEOs’ interests with those of our stockholders.


Cable One, Inc. ▪ 2023 Proxy Statement | 33
Table of Contents

The following charts show the components of 2022 target total direct compensation for our CEO and our other NEOs and the percentage that is at-risk.

Pie Charts.jpg
Objectives of ourOur Executive Compensation Program

Our

We believe our performance-based compensation philosophy for executive officers aims to provideprovides incentives to achieve both short- and long-term business objectives, alignobjectives; aligns the interests of our executive officers and stockholders,long-term stockholders; and ensure that we canenables us to hire and retain talented individuals in a competitive marketplace.

Key objectives of our executive compensation program are as follows:

■

Attract

■Aim to provide competitive total direct compensation to our executives in order to attract and retain highly qualifiedqualified and productive executives.

■

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

■

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

■

■Reflect our pay-for-performance philosophy.

■

■Ensure that total compensation opportunities are competitive.


Role of the CompensationC&TM Committee and the CEO

The purpose of the C&TM Committee is to: (i) assist the Board has delegatedin discharging its responsibilities relating to the Compensation Committeecompensation of our executive officers and the responsibility of overseeingBoard; (ii) oversee the administration of the Company’sour compensation plans and the preparation of all reports and documentsbenefit plans; (iii) prepare any report on executive compensation required by the rules and regulations of the SEC.SEC or other applicable rules or regulations; and (iv) perform such other duties or responsibilities as may be delegated to the committee from time to time by the Board. In addition, the C&TM Committee oversees our human capital programs, policies and practices, which may include associate development, talent management, organizational culture and diversity and inclusion initiatives, in each case, except with respect to matters that are within the scope of responsibility of another committee of the Board. The CompensationC&TM Committee annually reviews and approves the corporate goals and objectives upon which theour executive compensation program is based. The CompensationC&TM Committee evaluates the CEO’s performance in light of these goals and objectives. Furthermore, the CompensationC&TM Committee reviews and makes recommendations to the Board with respect to any incentive compensation plans, including equity-based plans, to be adopted or submitted to the Company’sour stockholders for approval.


34 | Cable One, Inc. ▪ 2023 Proxy Statement
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The CompensationC&TM Committee generally meets at least quarterly throughout the year and may meet more often, as required, to address ongoing events.events. In 2016,2022, the CompensationC&TM Committee met sixfour times. Meeting agendas are determined by the Chair of the CompensationC&TM Committee with the assistance of our CEO.CEO and our Senior Vice President, Human Resources. Our CEO attended all six CompensationC&TM Committee meetings and representatives from the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”) attended all four meetings of the Compensation Committee following their engagement by the Compensation Committee in 2016.held during 2022. At the CompensationC&TM Committee meetings,held in the fourth quarter of 2022, our CEO made recommendations to the CompensationC&TM Committee regarding the annual base salary, annual cash incentive compensation and equity compensation of our NEOs (other than our CEO).If needed, externalherself) for 2023. In general, a representative from the C&TM Committee’s independent compensation consultant, FW Cook, and legal counsel also attendedattend C&TM Committee meetings.

C&TM Committee meetings include an executive session, where matters are discussed without management present.

Compensation Setting Process

The CompensationC&TM Committee makesreviewed and approved the compensation determinationsof each of our NEOs for 2022. Determinations for our CEO were made after a deliberationconsideration of individual and Company performance, for the year, along with an examination of external market data of our industry peer group. For our NEOs other than our CEO, the C&TM Committee’s determinations of compensation were informed by the recommendations of our CEO, which reflected consideration of individual and Company performance as well as industry peer group based onpractice. In making its executive compensation decisions, the surveys describedC&TM Committee does not target a specific percentile for pay, but instead examines external market data of our industry peer group (described below under “Use of Peer Companies.”

) as a guide. The Compensation Committee makesfactors that influence the amount of compensation determinationsawarded include market competition for our NEOs (other than our CEO) based on recommendations made by our CEO, taking into account each NEO’s individual performance (witha particular position; an assessmentindividual’s experience inside or outside the Company; compensation history; role and responsibilities; an individual’s performance; the value of the individual’s accomplishments provided byposition within the Company and internal pay equity; succession planning; and our CEO) and Company performance, along with an examination of external market data, based on the surveys described below under “Use of Peer Companies.”

financial performance.

Independent Compensation Consultant

The CompensationC&TM Committee has the sole authority to retain and dismiss an independent compensation consultant.consultant. In 2016,2022, the CompensationC&TM Committee engaged FW Cook, a national executive compensation consulting firm, as its independent consultant. FW Cook reviewed and provided recommendations concerning all of the componentselements of the Company’sour executive compensation programs for 2017.2022. FW Cook performs services solely on behalf of the CompensationC&TM Committee and has no relationship with the Company or management except as it may relate to performing such services. The CompensationC&TM Committee assessed the independence of FW Cook pursuant to the rules of the SEC and the NYSE and concluded that FW Cook is independent and no conflict of interest exists with respect to the services theyit provided to the CompensationC&TM Committee.

Use of Peer Companies

In 2015 and 2014, prior to the spin-off, compensation for each of our NEOs was determined by the Compensation Committee of GHC’s board of directors (the “GHC Compensation Committee”) based on recommendations made by GHC’s senior management, and, for our NEOs (other than our CEO), in consultation with our CEO.

In determining our NEOs’ compensation for 2015 and 2014, GHC’s senior management and the GHC Compensation Committee also referred to the composite market information included in, for Mr. Might, the Equilar Executive Compensation Survey and the U.S. Mercer Benchmark Database (MBD): Executive Survey, which contained compensation information for a broader group of companies in a range of industries with revenues similar to our annual revenues, and, for Ms. Laulis and Mr. Fox, the Croner CTHRA Cable and Satellite MSO Compensation Survey, which contained compensation information for a broader group of companies in the multichannel video programming distributor industry.


The Compensation Committee determined the compensation of each of our NEOs for 2016. For our NEOs (other than our CEO), the Compensation Committee’s determination was based on the recommendations of our CEO. In determining our NEOs’ 20162022 compensation, the Compensation Committee reviewed the March 2014 Croner CTHRA Cable and Satellite MSO Compensation Survey (the “2014 CTHRA Survey”), the tenure of the NEOs and their internal and external pay equity. The 2014 CTHRA Survey was selected because it provided market data specific to our industry. Since the 2014 CTHRA Survey used for 2016 compensation determinations provided information with respect to 2014 compensation, in determining recommended adjustments to NEO compensation, the figures reflected in the 2014 CTHRA Survey were increased by 6%, representing an assumed rate of inflation. In making its executive compensation decisions, the Compensation Committee does not target a specific percentile for pay, but uses the market data as a guide for making its pay decisions with respect to all pay elements. The factors that influence the amount of compensation awarded include market competition for a particular position, an individual’s experience and past performance inside or outside the Company, compensation history, role and responsibilities within the Company, past and future performance objectives, value of the position within the Company, the Company’s financial performance and the relative cost of living in the Phoenix, Arizona market.

The CompensationC&TM Committee, with the help of FW Cook, and for the first time in 2016, compared each element of compensation to that of a related industry peer group. for the purpose of assessing the competitiveness of compensation provided to our NEOs. The peer group was primarily comprised of publicly traded cable, Internet,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. AcrossAt the time of the FW Cook compensation study used to provide market context for 2022 compensation decisions, across key size metrics, we approximatewere generally in a 30th-to-65th percentile range versus our peers. Our trailing four quarter revenues were near the peer median. Our annual revenues are slightly below30th percentile, employee headcount was near the peer median, but this is counter-balanced by our above-median36th percentile, EBITDA was near the 41st percentile and market capitalization value.

value (current and 12-month average) was near the 62nd and 65th percentile, respectively.

In assessing the competitiveness of compensation provided to our NEOs, FW Cook utilized comparative data disclosed in peer companies’ publicly available proxy statements along with other documents filed with the SEC.

The

We regularly monitor the composition of our peer group and make changes when appropriate. For 2022, the following chart showschanges were made to the composition of our peer group: (i) three companies in related industries were added the inclusion of which helped position us in a median size range in the peer group developed by us– Arista Networks, Inc., Frontier Communications Parent, Inc. and Lumen Technologies, Inc.; and (ii) five companies were removed – ATN International, Consolidated Communications Holding, Inc. and Shenandoah Telecommunications (each of which fell below the applicable size criteria), and Cincinnati Bell and GCI Liberty (each of which were acquired and are no longer publicly traded). Both Frontier Communications Parent, Inc. and Lumen Technologies, Inc. were used to help understand typical market practices with respect to incentive plan design, but were not used in 2016, along with relevant size and performance data.

              

12 Mo. Avg.

      

Capex as

 
  

Revenue

  

EBITDA

  

Total

  

Market Cap

  

Gross

  

a Percent

 

Company

 

(in millions)

  

(in millions)

  

Employees

  

(in millions)

  

Margin

  

of Revenue

 

Akamai Technologies

 $2,303  $714   6,084  $9,905   65%  8%

ATN International

 $411  $140   1,200  $1,172   71%  24%

Cincinnati Bell

 $1,190  $284   3,250  $853   43%  22%

COGECO

 $2,308  $1,025   4,740  $893   44%  17%

Cogent Communications

 $433  $130   828  $1,697   57%  10%

Consolidated Communications

 $755  $269   1,783  $1,271   57%  17%

General Communication

 $943  $286   2,370  $628   67%  20%

Gogo

 $574  $62   1,073  $911   54%  24%

Inteliquent

 $349  $71   177  $624   27%  7%

NII Holdings

 $981  $22   2,875  $359   58%  7%

Range Resources

 $1,142  $178   744  $6,727   31%  45%

SBA Communications

 $1,624  $1,060   1,310  $13,136   74%  9%

Shenandoah Telecommunications

 $467  $202   696  $1,420   64%  28%

Telephone and Data Systems

 $5,100  $950   10,400  $3,060   52%  13%

ViaSat

 $1,482  $255   3,800  $3,595   31%  34%

Vonage Holdings

 $939  $106   1,752  $1,250   64%  3%

Zayo Group Holdings

 $1,860  $837   3,224  $6,910   66%  40%
                         

Peer Median

 $981  $255   1,783  $1,271   57%  17%
                         

Cable ONE

 $816  $334   1,972  $2,968   63%  18%

- Percent Rank

  35%  67%  52%  66%  60%  52%
                         

Source: Standard & Poor's Capital IQ.

                     

benchmarking the pay levels of our senior executives.


Cable One, Inc. ▪ 2023 Proxy Statement | 35
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2022 NEO Compensation Peer Group
Akamai TechnologiesCogent Communications Holdings, Inc.Iridium Communications Inc.ViaSat, Inc.
Altice USA, Inc.Frontier Communications Parent, Inc.Shaw Communications Inc.Vonage Holdings Corp.
Arista Networks, Inc.Lumen Technologies, Inc.Telephone and Data Systems, Inc.WideOpenWest, Inc.
Cogeco Inc.
In determining the structure of our 20172022 executive compensation program as well as the individual pay levels of our NEOs, the CompensationC&TM Committee reviewedconsidered competitive market data provided by FW Cook, whichthat compared the various elements of compensation provided to our NEOs relative to compensationamounts paid to individuals holding similar positions at companies in our executive compensation peer group.group, except that Frontier Communications Parent, Inc. and Lumen Technologies, Inc. were excluded when assessing the competitiveness of peer company senior executive pay levels. FW Cook worked with management to assess the data and review our compensation practices.


For 2023 compensation determinations, no changes were made to the composition of our peer group.

Elements of ourof Our Compensation Program

Base Salary

The CompensationC&TM Committee reviews executive officer base salaries each year (or otherwise at the time of a new hire or promotion) and makes any adjustments it deems necessary. In setting annual base salary levels, the CompensationC&TM Committee takes into account competitive considerations, changes in responsibilities, individual performance, tenure in position,executive experience, internal pay equity, succession planning, Company performance, market data for individuals in similar positions, retention, and advice from ourthe C&TM Committee’s independent compensation consultant. The CompensationC&TM Committee gives no specific weighting to any one factor in setting the level of base salary and the process ultimately relies on the subjective exercise of the CompensationC&TM Committee’s judgment. As partFor 2022, each of the annual review process, Messrs. Coyle and Silverman eachour NEOs received athe base salary increase for 2016 to bring them in line with market standards, and all other NEO salaries remained the same as compared to 2015 because the Compensation Committee determined that market conditions did not warrant any other adjustments, as reflectedincreases indicated in the table below.

Name

 

2016 Base Salary

 

Percent Change from 2015

Thomas O. Might

 

$900,000

 

No change

Julia M. Laulis

 

$450,000

 

No change

Kevin P. Coyle

 

$315,000

 

5%

Stephen A. Fox

 

$299,000

 

No change

Alan H. Silverman

 

$315,000

 

5%

Effective January 1, 2017, Mr. Might’sbelow based on individual and Company performance and tenure with our Company, and to address shortfalls compared to competitive market levels.

The table below reflects 2022 base salary was reducedamounts approved by 50% to $450,000 in connection with his transition from the role of CEO to Executive Chairman, and Ms. Laulis’C&TM Committee, 2021 base salary was increased by 22% to $550,000 in connection with her promotion to Presidentamounts and CEO. No other NEOthe dollar and approximate percent change from 2021 base salary changes were madeamounts for 2017.

our NEOs.

Name 
2022 Base Salary
($)
 
2021 Base Salary
($)
 
Change
($)
 
Change
(%)
Julia M. Laulis 770,000 740,000 30,000 4
Todd M. Koetje (1)
300,000275,00025,0009
Michael E. Bowker 427,000 395,000 32,000 8
Kenneth E. Johnson 284,000 273,000 11,000 4
Eric M. Lardy 284,000 273,000 11,000 4
Steven S. Cochran (2)
 427,000 395,000 32,000 8
—–—–—
(1)Effective January 2022, Mr. Koetje’s 2022 base salary was increased by 2% to $281,000 in light of the factors noted above, and was subsequently increased from $281,000 to $300,000, to reflect his assumption of increased responsibilities in connection with his appointment as our CFO effective on July 1, 2022
(2)Effective July 1, 2022, under the terms of the Transition Agreement, Mr. Cochran’s base salary was reduced to an annualized rate of $240,000 for the remainder of his employment, which ended January 31, 2023.

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Annual Cash Incentive Plan

Program

Our annual cash incentive program is intended to motivate and reward our NEOs to achieve and exceed annual goals and milestones that are expected to advance our long-term growth strategy.

Under our “One Team, One Goal” overall compensation philosophy, we utilized the same performance goals (Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA) to determine the 2022 annual cash incentive opportunities for substantially all of our full-time associates, including our front-line associates under our “Stronger Together” annual cash incentive program. In 2022, we also increased the annual target incentive opportunity for our front-line associates to 5% of annual base pay, with a maximum payout opportunity of 6.5% of annual base pay.

Each of our NEOs was awarded a cash incentive opportunity at the beginningwith respect to 2022, expressed as a percentage of 2016,such executive’s base salary, pursuant to the 20162022 Annual Executive Bonus Plan (the “2022 Bonus Plan”). Each NEO’s 2022 target bonus percentage increased from 2021 to address shortfalls compared to competitive market levels. The 20162022 Bonus Plan provided for payouts based on our financial performance compared to goals set immediately prior to the beginning of 2016, with a2022. The table below reflects the target bonus for each NEO expressed as a percentage of such executive’s base salary. For 2016, thesesalary for 2022 and 2021 for each NEO as approved by the C&TM Committee.Increases to NEO target bonuses percentages were as follows: Mr. Might, 100%; Ms. Laulis, 50%; Mr. Coyle, 40%; Mr. Fox, 40%; and Mr. Silverman, 40%. bonus opportunities for 2022 further our emphasis on at-risk performance-based pay, consistent with our compensation philosophy.
Name 
2022 Target Bonus
Opportunity
(% of Salary)
 
2021 Target Bonus
Opportunity
(% of Salary)
 
Change
(%)
Julia M. Laulis 125 100 25
Todd M. Koetje (1)
905040
Michael E. Bowker 90 75 15
Kenneth E. Johnson 65 50 15
Eric M. Lardy 65 50 15
Steven S. Cochran (2)
 90 75 15
—–—–—
(1)Mr. Koetje’s 2022 target bonus opportunity was initially set at 65% of base salary, effective January 2022. However, Mr. Koetje’s 2022 target bonus opportunity was increased to 90% of his base salary of $300,000, effective upon his assumption of increased responsibilities in connection with his appointment as our CFO on July 1, 2022.
(2)Effective July 1, 2022, under the terms of the Transition Agreement, Mr. Cochran’s bonus opportunity under the 2022 Bonus Plan was reduced to a full-year 2022 target bonus opportunity of $273,965 and a potential funding range of zero to 200% of target based on the Company’s achievement of the performance criteria specified under the 2022 Bonus Plan, payable at the same time as bonuses are paid to other executives of the Company under the 2022 Bonus Plan. Mr. Cochran’s target bonus opportunity was reduced in light of his change in position on July 1, 2022, from CFO to Senior Advisor to assist in the orderly transition of the role of CFO.

Payouts are capped at 200% of target, and the CompensationC&TM Committee retains negative discretion to further reduce any payouts.

payouts based on its subjective assessment of Company and/or individual performance results. An NEO must generally be employed on the payment date in order to be eligible to receive a bonus payout under the plan.

Bonus payouts under the 20162022 Bonus Plan were subject to the attainment of goals related to Adjusted EBITDA growth and adjusted capital expenditures as a percentage of revenues.Adjusted EBITDA. In order to determine Adjusted EBITDA, we begin with our net income (as defined under GAAP and described in our 20162022 Annual Report on Form 10-K, filed with the SEC on March 1, 2017)February 24, 2023 (the “2022 Form 10-K”)) and adjust for net interest expense; income taxes; depreciationthe items as defined and amortization; equity-based incentive compensation expense;calculated in Annex A of this Proxy Statement. Furthermore, for 2015, pre-spin cash-based incentive compensation expense; loss (gain) on deferred compensation; other (income) expense, net; acquisition-related costs, loss on disposalpurposes of fixed assets; and other unusual operating expenses. Furthermore, the Compensation Committee was permitted to adjust2022 Bonus Plan, the calculationcalculations of Adjusted EBITDA growth and adjusted capital expenditures as a percentage of revenuesAdjusted EBITDA were adjusted pursuant to a pre-established list of adjustments approved by the C&TM Committee as part of the approval of the 2022 Bonus Plan, which related to acquired or divested businesses or assets (including our Clearwave Fiber joint venture and our CableAmerica acquisition), designated fiber expansion projects and incremental upgrades, as summarized in the eventcharts below showing our performance results under the 2022 Bonus Plan.

Cable One, Inc. ▪ 2023 Proxy Statement | 37
Table of any share repurchases; losses on the disposition or acquisition of a business; expenses associated with changes in accounting principles, practices or interpretations; losses on discontinued operations; third-party legal fees or any payments associated with litigation; third-party legal, audit, consulting or banking costs associated with capital raising, merger or acquisition activity; and other expenses or losses that were disclosed as a special, one-time, unusual or infrequent item in accordance with GAAP.

We believe that the combination of Adjusted EBITDA growth and adjusted capital expenditures as a percentage of revenuesAdjusted EBITDA reflect 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-generatedinternally generated funds. As such, performance on these measures was the basis for determining earned bonuses under the 20162022 Bonus Plan as follows:

■

Actual 2016 Adjusted EBITDA growth over actual 2015 Adjusted EBITDA growth (as reported in our financial statements, and subject to adjustment as provided above); and

■

Capital spending as a percentage of total revenues (as reported in accordance with GAAP, and subject to adjustment as provided above).

      

Adjusted EBITDA Growth

 
                                          
      

Thresh.

              

  Target

             

Max.

 
      

 

<97%  98%  99%  100%  101%  102%  103%  104%  105%  106%  107%  108% 

Capex

as a

% of

Revenue

Thresh.

 22%  0%  25%  30%  35%  40%  45%  50%  60%  70%  80%  90%  100% 
  21%  0%  30%  36%  42%  48%  54%  60%  72%  84%  96%  108%  120% 
  20%  0%  35%  42%  49%  56%  63%  70%  84%  98%  112%  126%  140% 
  19%  0%  40%  48%  56%  64%  72%  80%  96%  112%  128%  144%  160% 
  18%  0%  45%  54%  63%  72%  81%  90%  108%  126%  144%  162%  180% 

Target

 17%  0%  50%  60%  70%  80%  90%  100%  120%  140%  160%  180%  200% 
  16%  0%  58%  69%  81%  92%  104%  115%  138%  161%  184%  200%  200% 
  15%  0%  65%  78%  91%  104%  117%  130%  156%  182%  200%  200%  200% 
  14%  0%  73%  87%  102%  116%  131%  145%  174%  200%  200%  200%  200% 

Max.

 13%  0%  80%  96%  112%  128%  144%  160%  192%  200%  200%  200%  200% 

using the table below.

Bonus Matrix.jpg

On March 1, 2017,2023, the CompensationC&TM Committee certified the results of the performance goals. The Compensation Committeegoals and approved a performance factor of 200%100.4% for the 2022 Bonus Plan based on Adjusted EBITDA growth of 110.3%, which was greater than the maximum level of 108%,4.5% and adjusted capital spendingexpenditures as a percentage of total revenuesAdjusted EBITDA of 15.3%34.8%. The CompensationC&TM Committee did not apply any adjustment toapplied the following pre-established adjustments described above in calculating the performance results under the 20162022 Bonus Plan. Plan:
Adjusted EBITDA Growth (in millions)
Adjusted Capital Expenditures (“Capex”) as a % of
2022 Adjusted EBITDA (in millions)
2022 Publicly Reported Adjusted EBITDA (1)
$911.9 
2022 Publicly Reported Capex (1)
$414.1 
Adjustment for EBITDA Related to Acquired Operations and Designated Fiber Expansion Projects(10.9)Adjustment for Capex Related to Acquired Operations, Designated Fiber Expansion Projects and Incremental Upgrades(100.7)
2022 Adjusted EBITDA, as Adjusted$900.9 2022 Capex, as Adjusted$313.4 
    
2021 Publicly Reported Adjusted EBITDA (2)
$839.3 2022 Adjusted EBITDA, as Adjusted$901 
Adjustment for EBITDA Related to Acquired Operations, Divestitures and Designated Fiber Expansion Projects22.7   
2021 Adjusted EBITDA, as Adjusted$862.1   
Adjusted EBITDA Growth 4.5%Adjusted Capex as a % of Adjusted EBITDA 34.8%
—–—–—
Note: All totals were calculated using exact values. Minor differences may exist due to rounding.
(1)Publicly reported amounts for 2022 include CableAmerica operations, which were acquired on December 30, 2021, and exclude Clearwave Fiber, our Tallahassee, Florida system, and certain other non-core assets which were divested on January 1, 2022, April 1, 2022 and May 20, 2022, respectively.
(2)The publicly reported amount for 2021 include Hargray operations for the period beginning May 3, 2021, the date on which we completed our Hargray acquisition.

38 | Cable One, Inc. ▪ 2023 Proxy Statement
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The CompensationC&TM Committee approved the following bonus paymentstarget opportunities and payouts for our NEOs under the 20162022 Bonus Plan for our NEOs:

2016 Bonus Plan Payouts

Name

 

Target Bonus

Percentage

 

Target

Bonus

 

Performance Results

(as a Percentage of Target)

 

Bonus Payout

Thomas O. Might

 

100%

 

$900,000

 

200%

 

$1,800,000

Julia M. Laulis

 

50%

 

$225,000

 

200%

 

$450,000

Kevin P. Coyle

 

40%

 

$126,000

 

200%

 

$252,000

Stephen A. Fox

 

40%

 

$119,600

 

200%

 

$239,200

Alan H. Silverman

 

40%

 

$126,000

 

200%

 

$252,000

For our annual executive bonus plan for 2017, the target bonus percentage for Ms. Laulis was increased to 100% of base salary to reflect her appointment as President and CEO and her increased duties and responsibilities and the target bonus percentage for Messrs. Coyle, Fox and Silverman were increased to 50% of base salary to bring them in line with market standards. As a result of his appointment as Executive Chairman, Mr. Might will not be eligible to receive an annual bonus under our annual executive bonus plan for 2017. Payouts remain capped at 200% of target, and the Compensation Committee retains negative discretion to further reduce any payouts.


Special One-Time Bonuses

In March 2016, the Compensation Committee approved a one-time discretionary bonus of $37,999 for Mr. Coyle that was paid at the same time as 2015 cash bonuses were paid to our executives. This one-time bonus recognized his contributions to the successful completion of the spin-off, aligned his total compensation for 2015 with market standards and provided him with an additional cash bonus award in respect of fiscal year 2015 because his annual bonus under the 2015 Executive Incentive Compensation Plan (the “2015 EICP”) was prorated based on his hire date in 2015.

the 2022 certified performance results and approved performance factor described above.

Name 
Annual
Salary
($)
Target Bonus
Opportunity
(% of Salary)
 
Target
Bonus Opportunity
($)
 
Performance Factor
(as a Percentage of Target)
(%)
 
Bonus Payout
($)
Julia M. Laulis 770,000125962,500 100.4 966,310
Todd M. Koetje 300,00090270,000100.4 271,069
Michael E. Bowker 427,00090384,300100.4 385,821
Kenneth E. Johnson 284,00065184,600100.4 185,331
Eric M. Lardy 284,00065184,600100.4 185,331
Steven S. Cochran (1)
 N/AN/A273,965100.4 275,049
—–—–—
(1)Effective July 1, 2022, under the terms of the Transition Agreement, Mr. Cochran’s bonus opportunity under the 2022 Bonus Plan was reduced to a full-year 2022 target bonus opportunity of $273,965 and a potential funding range of zero to 200% of target based on the Company’s achievement of the performance criteria specified under the 2022 Bonus Plan. Mr. Cochran’s target bonus opportunity was reduced to take into account his change in position on July 1, 2022, from CFO to Senior Advisor to assist in the orderly transition of the role of CFO.

Long-Term Annual Equity Incentive

Awards

The CompensationC&TM Committee considers its long-term equity incentive programincentives to be a critical component of theour executive officer compensation program as it motivatesthey motivate and rewardsreward executive officers over the long-term and further aligns thealign their interests of our executives with those of our stockholders. Our typicalSince 2020, our practice ishas been to grant our annual equity awards in the form of both PSAs and RSAs in early January of each year. In addition,year in order to further support our pay-for-performance philosophy, as well as the competitive and retentive aspects of our executive compensation program.
The mix of 2022 equity grants for our NEOs was more performance-based than typical market practice. The 2022 long-term equity grants were comprised of approximately63% PSAs and 37% RSAs for Ms. Laulis and ranged between approximately 60-62% PSAs and 38-40% RSAs for each of our other NEOs. The 2022 target equity grants values were near the 38th percentile of our peer companies for Ms. Laulis and near the 50th percentile of our peer companies for our other NEOs based on a case-by-case basis, the Compensation Committee approves grants of equity awards, typically in the form of RSAs and SARs, for new hires, promotions and other special circumstances. 2021 compensation data.
Equity grants to our NEOs are described in greater detail in the 2016“2022 Grants of Plan BasedPlan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” tables on pages 32 and 33, respectively, of this Proxy Statement.

2016 Performance-Based Stock Awardincluded under the section entitled “Executive Compensation.”

2022 PSA Grants

For 2016,2022, the CompensationC&TM Committee granted our NEOs equity awards entirely in the form of PSAs under the Existing 2015 Plan.Omnibus Incentive Compensation Plan (the “2015 Plan”). The PSAs, for 2016granted in January 2022, were subject to the attainment of the same goals and performance targets related to Adjusted EBITDA growth and adjusted capital expenditures as a percentage of revenuesAdjusted EBITDA as bonuses under the 20162022 Bonus Plan because the CompensationC&TM Committee viewed these metrics as key indicators of our performance, as further described under the section “Annual Cash Incentive PlanProgram” above. The decisionsdecision to use the same performance measures for the annual cash bonus plan2022 Bonus Plan and PSAs was based on: (1)(i) the belief that these metrics are the bestcompelling measures of performance and are the principleprincipal drivers of stockholder value; and (2)(ii) challenges in setting and tracking meaningful multi-year operational performance goals shortly followinggiven the spin-off.Company’s organic and inorganic growth and strategy, as highlighted by our acquisition, strategic investment and divestiture activity since 2019. While earned over a one-year performance period, the PSAs are at-risk because they are subject to risk of forfeiture unless special vesting rules apply. The PSAs will cliff-vest on the third anniversary of the grant date, provided the executive continues to be employed by us, which rewards long-term service, supports executive retention, and discourages executive officers from taking excessive risks for short-term gains and fosters alignment with long-term stockholder interest as the ultimate value delivered ultimatelyof the PSA award is contingent on longer-term stock price performance. (For further information onperformance at the new design for 2017end of three years.
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Our NEOs each received a 2022 PSA grants, which are based on three-year cumulative Adjusted EBITDA less capital expenditures, and as such, are differentiated from our 2017 annual executive bonus plan metrics, see “2017 Compensation Actions—2017 Performance-Based Stock Award Grants” below.)

Due to the large, non-recurring grants of restricted stock awards and SARs to our executives in 2015 that were intended to align their interestsgrant with those of our long-term stockholders and were also granted in lieu of the stock options, performance units and other special incentives certain of our NEOs had typically received as employees of GHC prior to the spin-off, the Compensation Committee determined to limit the 2016 annual equity grant to our NEOs to a target number of PSAs equal to 50% of each executive’s starting base salary for 2016, divided by the closing price of our common stock on the grant date January 4, 2016, of $431.67. The PSAs arefair value as reflected in the table below. Each 2022 PSA grant is subject to the terms and conditions of the Existing 2015 Plan as well as anand the respective award agreement. The PSAs grants are scheduled to cliff-vestearned based on January 4, 2019, generally subject to continued service with the Company through such date and achievement of the performance goals described above with respect to 2022, but are at-risk and will cliff-vest on the fiscal year 2016.

third anniversary of the grant date, generally subject to the executive’s continued employment through that date.

On March 1, 2017,2023, the CompensationC&TM Committee certified the results of the performance goals for our 2016 PSA grants. The Compensation Committeeand approved a performance factor of 200%100.4% for the 2022 PSA grants based on Adjusted EBITDA growth of 110.3%, which was greater than the maximum level of 108%,4.5% and adjusted capital spendingexpenditures as a percentage of total revenues2022 Adjusted EBITDA of 15.3%34.8%. The CompensationC&TM Committee did not apply any adjustmentapplied the pre-established adjustments described under “Annual Cash Incentive Program” above to the performance results.results for the 2022 PSAs. The CompensationC&TM Committee approved the following 2022 PSA performance results for the 2016 PSAsand performance factor for our continuing NEOs:

2016 PSA Grants

Name

 

Target Number of PSAs

 

Performance Results

(as a Percentage of Target)

 

Earned PSAs (1)

 

Thomas O. Might

 

1,037

 

200%

 

2,074

 

Julia M. Laulis

 

518

 

200%

 

1,036

 

Kevin P. Coyle

 

363

 

200%

 

726

 

Stephen A. Fox

 

344

 

200%

 

688

 

Alan H. Silverman

 

363

 

200%

 

726

 
 
Name 
Target Grant Date Fair Value of PSAs
($) (1)
 
Target Number of PSAs
(#)
 
Maximum Number of PSAs
(#)
 
Performance Factor
(as a Percentage of Target)
(%)
 
Earned PSAs
(#) (2)
Julia M. Laulis 1,905,0001,0922,184100.41,096
Todd M. Koetje 517,500297594100.4298
Michael E. Bowker 742,500426852100.4427
Kenneth E. Johnson 540,000310620100.4311
Eric M. Lardy 540,000310620100.4311
Steven S. Cochran (3)
 880,0005051,010N/A—
(1)Earned PSAs are subject to service-based vesting conditions through January 4, 2019.—–—–—
(1)Amounts in this column represent the grant date fair value of the PSA awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”).
(2)Although PSAs are earned in accordance with performance as certified by the C&TM Committee as described above, they remain at-risk because vesting is subject to the executive’s continued employment through the third anniversary of the grant date.
(3)Mr. Cochran forfeited his entire 2022 PSA grant (an award of 507 PSAs based on final achievement) upon his departure from the Company on January 31, 2023.
 

2022 RSA Grants
For 2022, the C&TM Committee approved RSA grants of 646 shares to Ms. Laulis; 281 shares to Mr. Bowker; 341 shares to Mr. Cochran; 185 shares to Mr. Koetje; 193 shares to Mr. Johnson; and 193 shares to Mr. Lardy, all of which vest in equal annual installments over the four anniversaries of the grant date. The grant date fair value of each RSA grant (computed in accordance with Topic 718) was as follows: Ms. Laulis, $1,127,000; Mr. Bowker, $490,000; Mr. Cochran, $595,000; Mr. Koetje, $322,000; Mr. Johnson, $336,000; and Mr. Lardy, $336,000. Mr. Cochran forfeited the unvested portion of his 2022 RSA award upon his departure from the Company on January 31, 2023.
Other Benefits

Our NEOs are entitled to employee benefits generally available to all our full-time employees of the Company, including health and welfare benefits.benefits. In designing these offerings, the Company seekswe seek to provide an overall level of benefits that is competitive with the level of benefitsthose offered by similar companies in the markets in which it operates.where we operate. In addition, our NEOs are eligible to participate in certain retirement and deferred compensation plans as described in more detail below under “Executive Compensation -Retirement PlansBenefits.”

Perquisites

We provide our NEOs with very limited perquisites.perquisites. In 2016,2022, we reimbursed our NEOs for amounts paid for certain costs in connection with certain of our NEOs’ and their spouses’ travel to and participation in sales or performance incentive trips and certain other business conferences. We also reimbursed Ms. Laulis and Mr. Fox an amount representing part of the cost of our data, video and voice service in Phoenix, Arizona, a benefit that we provide at no cost to all of our employees who reside in one of our markets. For more information regarding these payments, please seerefer to the “All Other Compensation” column of the 20162022 Summary Compensation Table on page 30under the section entitled “Executive Compensation.”
40 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of this Proxy Statement. We do not provide any other perquisites to our NEOs.

Contents


Severance Benefits

Consistent with our policy, we

We have not entered into any employment or severance agreements that provide for payments or benefits in the event of involuntary termination with any of our NEOs.NEOs except as described below. As such, as of December 31, 2022, we do not have anyhad no agreements with any of our NEOs that provide cash payments upon a termination of employment or a change of control of the Company (exceptexcept for Mr. Might’s 1999 special deferred compensation award, the GHC Retirement Plan and(i) the Cable One, Inc. Supplemental Executive Retirement Plan (the “Cable ONEOne SERP”), as described below inunder “Executive Compensation Tables -Retirement Benefits”; and (ii) the “Retirement Benefits” section beginning on page 34Cable One, Inc. 2022 Senior Executive Severance Pay Plan (the “Cable One Executive Severance Plan”) which provides for cash severance benefits payable to our senior executives upon the occurrence of this Proxy Statement)certain “double trigger” events, as described below under “Executive Compensation - Potential Payments Upon Termination or Change of Control.

”

We do not provide any “single trigger” change of control benefits nor any gross-up payments on excise taxes under Section 280G or Section 409A of the Code.Code to our executive officers. In order to encourage continuity of the executive officers in the event of a change of control and promote the successful execution of the Company’sour short- and long-term business strategies, our outstanding equity awards containare subject to a “double trigger” provision, which means the awards vest only vest upon a qualifying termination of employment that occurs within 18 months following a change of control, as described below in theunder “Executive Compensation -Potential Payments Upon Termination or Change of Control.” section beginning on page 38 of this Proxy Statement.

Retirement Plans

and Agreements

Qualified Defined Contribution Plan

We maintain the Cable ONEOne 401(k) Plan, which is a tax-qualified defined contribution plan. WeAs of January 1, 2023, we provide fully-vested matching contributions on up to 5% of an employee’s eligible compensation, including our NEOs, up to the salary limit applicable to tax-qualified plans ($265,00020,500 in 2016). Employees, including our NEOs, are eligible to receive2022), no longer requiring a one-year waiting period for the vesting of matching contributions after one year of service, with matches fully vested when made.

as we historically required.

NonqualifiedNonqualified Supplemental Executive Retirement Plan

Effective as of the spin-off, we established the defined contribution portion and defined benefit portion of the Cable ONE SERP, under which we assumed all obligations to current and former Cable ONE employees who participated in the defined contribution portion or the defined benefit portion of the GHC SERP, including our NEOs other than Messrs. Coyle and Silverman. In connection with the spin-off, on July 1, 2015, benefit accruals were frozen under the Cable ONE SERP, and the plan was closed to new participants. No employee contributions were permitted under the defined contribution portion of the Cable ONE SERP after December 31, 2015.

NonqualifiedNonqualified Deferred Compensation Plans

Effective as of the spin-off, we established the Cable ONE Deferred Compensation Plan with terms substantially similar

We maintain a nonqualified supplemental executive retirement plan. Contributions to the GHC Deferred Compensation Plan,or deferrals under whichthis plan we remain responsible for any obligations to current and former Cable ONE employees who participated in the GHC Deferred Compensation Plan, including our NEOs other than Messrs. Coyle and Fox. In connection with the spin-off, on July 1, 2015, the Cable ONE Deferred Compensation Plan was closed to new participants, and no deferrals were not permitted after December 31, 2015.

Additionally, in 1999, Mr. Might was granted a special deferred compensation award by GHC in recognition of his extraordinary efforts in growing our Company. Annual payouts under this arrangement will commence when Mr. Might separates service with our Company. Since the award has been deferred beyond Mr. Might’s 65th birthday due to his continued employment with us, the base amounts began accruing interest on May 1, 2016 at an annual rate corresponding to the applicable rate for 12-month U.S. Treasury bills (set at each anniversary Explanation and carried forward), which is credited and compounded on an annual basis. The award may be payable in installments upon mutual agreement of Mr. Might and us, not to extend beyond a 10-year period; however, in the event of Mr. Might’s death, all amounts due will be payable in a lump sum within 60 days. No amounts were paid to Mr. Might in 2016, 2015 or 2014 in respectdiscussion of this arrangement.

Further explanation of thefrozen retirement plansplan can be found in connection with the narratives accompanying the “Pension Benefits Table” and “Nonqualified Deferred Compensation Table beginning on pages 36 and 37, respectively, of this Proxy Statement.

2017” tables included under “Executive Compensation.”

2023 Compensation Actions

2017 PSA Grants

The compensation actions we have taken with respect to 2023 are intended to continue to increase the overall competitiveness of our executive compensation program from both a recruiting and retention standpoint. Despite the actions we took to increase base salaries, target bonus percentages, and overall equity awards for 2022, the 2022 target total direct compensation for our executive officers remained significantly below peer median levels, due in large part to significant year-over-year increases in the executive compensation paid by our peer companies. As a result, for 2023 we have taken steps to increase our target total direct compensation in an effort to move closer to peer median compensation levels, while preserving our traditional approach where a substantial portion of executive compensation is at-risk and tied to objective performance goals. In addition,for 2023, we determined to differentiate the performance criteria used to determine performance with respect to payouts under our 2023 Annual Executive Bonus Plan (the “2023 Bonus Plan”) and vesting of our 2023 performance-based equity awards as described above,in more detail below. We believe that differentiating the Compensationperformance criteria we use for short-term and long-term incentive compensation enhances our overall executive compensation practices.

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2023 Base Salaries
As part of our annual executive compensation review process, effective January 1, 2023, the C&TM Committee approved a new designbase salary amounts for our continuing NEOs that reflect increases as shown in the 2017 PSA grants under our Existing 2015 Plan, which aretable below. The C&TM Committee made its determinations based on three-year cumulativeindividual and Company performance and executive experience, and to address significant continued shortfalls compared to competitive market levels despite the efforts made in 2022 to enhance the competitiveness of our executive compensation program.
Name 
2023 Base Salary
($)
 
2022 Base Salary
($)
 
Increase
($)
 
Increase
(%)
Julia M. Laulis 850,000770,00080,00010
Todd M. Koetje (1)
 350,000300,00050,00017
Michael E. Bowker 470,000427,00043,00010
Kenneth E. Johnson (2)
 330,000284,00046,00016
Eric M. Lardy 312,000284,00028,00010
—–—–—
(1)The 2023 base salary for Mr. Koetje reflects an increase as compared to the 2022 base salary that was effective upon his initial appointment as our CFO on July 1, 2022, in light of the factors noted above and the competitive market for the CFO position.
(2)
The 2023 base salary for Mr. Johnson reflects an increase as compared to his 2022 base salary in light of the factors noted above and his promotion to Chief Technology and Digital Officer on January 1, 2023.Mr. Johnson previously served as Senior Vice President, Technology Services.

2023 Annual Executive Bonus Plan
At the end of 2022, the C&TM Committee approved the 2023 Bonus Plan. Consistent with the 2022 Bonus Plan, each of our continuing NEOs was awarded a cash incentive opportunity at the beginning of 2023 that provides for payouts based on our financial performance compared to goals set immediately prior to the beginning of 2023. As shown in the table below, the 2023 target bonus percentage of each NEO (other than Mr. Johnson) did not change from the target bonus percentage under the 2022 Bonus Plan. Mr. Johnson’s target bonus percentage was increased to 90% in connection with his promotion to serve as our Chief Technology and Digital Officer effective January 1, 2023. Bonus payouts under the 2023 Bonus Plan are subject to the attainment of goals related to year-over-year Adjusted EBITDA lessgrowth and adjusted capital expenditures and as such, are differentiated from our 2017 annual executive bonus plan metrics. See Annex Aa percentage of thisAdjusted EBITDA for 2023, each subject to certain pre-established adjustments as provided in the 2023 Bonus Plan.
Name 
2023 Target Bonus Percentage
(%)
 
2022 Target Bonus Percentage
(%)
 
Percentage
Change
(%)
Julia M. Laulis 125 125 —
Todd M. Koetje 90 90 —
Michael E. Bowker 90 90 —
Kenneth E. Johnson (1)
 90 65 25
Eric M. Lardy 65 65 —
—–—–—
(1)
Mr. Johnson’s 2023 target bonus percentage change reflects an increase that was effective upon his promotion to Chief Technology and Digital Officer. Mr. Johnson previously served as Senior Vice President, Technology Services.


42 | Cable One, Inc. ▪ 2023 Proxy Statement entitled “Use
Table of Non-GAAP Financial Metrics,”Contents

2023 Long-Term Incentive Program Changes

For 2023, we made some changes to our long-term incentive program, including: (i) changing the performance criteria used for our long-term incentive program, which differentiates the definitionperformance criteria we use for short-term and long-term incentive compensation; and (ii) changing the vesting schedule for our service-based vesting equity incentive awards from vesting over four equal annual installments to three equal annual installments in order to align with market practice and maintain the mix of performance-based and service-based incentive compensation over the life of the awards. With respect to our annual equity incentive awards, we historically used the same performance criteria to determine achievement under both our annual cash bonus plans and our annual performance-based vesting equity grants, consisting of Adjusted EBITDA growth and adjusted capital expenditures as a percentage of Adjusted EBITDA. For 2023, we determined to differentiate the performance criteria used to determine performance with respect to payouts under the 2023 Bonus Plan and vesting of the 2023 performance-based vesting restricted stock unit awards (“PSUs”), by using an adjusted free cash flow growth goal (defined as growth of Adjusted EBITDA less capital expenditures) and a three-year relative total shareholder return (“TSR”) multiplier using a TSR peer group consisting of fifteen industry peers, for determining the number of PSUs that will be eligible for vesting. We believe adjusted free cash flow growth is one of our most important financial performance measures, is well understood by our executive team, and will incentivize performance that should drive long-term value creation for our stockholders. We believe the use of a three-year relative TSR multiplier serves to both incentivize and reward strong financial performance and align the interests of our executives and stockholders over the longer term. We also believe that differentiating the performance criteria we use for short-term and long-term incentive compensation enhances our overall executive compensation practices.

The 2023 PSUs are eligible to vest based on the attainment of specified performance goals, consisting of: (i) a 2023 adjusted free cash flow growth goal, defined as reported 2023 Adjusted EBITDA less 2023 capital expenditures which is reconciled to net incomegrowth over reported 2022 Adjusted EBITDA less 2022 capital expenditures (the most directly comparable measure under GAAP) when used“Adjusted Free Cash Flow Growth Goal”); and (ii) a relative TSR modifier based on the performance of our common stock over the three-year performance period commencing January 1, 2023 and ending December 31, 2025, as a performance measure. In her new role as President and CEO, Ms. Laulis received a 2017 PSA grant with a target grant date fair value of 100% of her base salary ($550,000), which was increased from a target grant date fair value of 50% of her base salary for 2016. In his new role as Executive Chairman, Mr. Might was granted PSAs with a target grant date fair value of $950,000. Pursuantcompared to the applicable award agreements, all orspecified peer group (the “TSR Performance Modifier”), with (a) top quartile performance resulting in a portion1.25x multiplier; (b) second quartile performance resulting in a 1.10x multiplier; (c) third quartile performance resulting in a 1.0x multiplier; and (d) fourth quartile performance resulting in a 0.75x multiplier. The number of these awards may vestPSUs subject to vesting based on the Adjusted Free Cash Flow Growth Goal will range from 0% to 200% of target based on actual performance as compared to a specified performance grid, and such number will be multiplied by the TSR Performance Modifier to determine the total number of PSUs subject to vesting (which will range from 0% to 250% of target), in each case as certified by the event of certain terminations of employment either priorC&TM Committee. The PSUs will be earned based on the performance relative to or following a change of controlthe Adjusted Free Cash Flow Goal as modified by the TSR Performance Modifier, with vesting generally subject to the satisfaction of the Company.

2017 RSA and SAR Grants

In January 2017, the Compensation Committee approved one-time RSA grants to Messrs. Coyle and Silverman, which are in respect of 500 shares each and vest in equal annual installments over four years. These grants were awarded in order to support retention. In addition, the Compensation Committee approved one-time grants of 5,000 SARs to Ms. Laulis and 1,000 SARs to Mr. Fox, which also vest in equal annual installments over four years and have a ten-year term (generally subject toservice condition, the executive’s continued employment with us through the applicable vesting date). Ms. Laulis’ SARsdetermination date following the three-year performance period.


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2023 PSU and RSU Grants

Effective January 3, 2023, the C&TM Committee granted PSUs and service-based restricted stock unit awards (“RSUs”) for our continuing NEOs with target grant was awarded in connection with her appointmentdate face values as Presidentfollows:
2023 PSU and CEO effective January 1, 2017, and Mr. Fox’s SARs grant was awarded in order to support retention.

RSU Grants

Name 
Target Grant
Date Face Value
 of PSUs
($) (1)
 
Target
Number of
PSUs Awarded
(#)
 
Grant Date Face
Value of RSUs
($) (2)
 
Number of
RSUs
Awarded
(#)
 
Total Target
Grant Date
Face Value of
PSUs and
RSUs
($) (1)(2)
 
Percentage of Total
Target Grant
Date Face
Value of PSUs
(%)
 
Percentage of Total
Target Grant
Date Face
Value of
RSUs
(%)
Julia M. Laulis3,480,0004,9992,320,0003,3335,800,0006040
Todd M. Koetje1,020,0001,465680,0009771,700,0006040
Michael E. Bowker1,380,0001,983920,0001,3222,300,0006040
Kenneth E. Johnson630,000905420,0006031,050,0006040
Eric M. Lardy600,000862400,0005751,000,0006040
—–—–—

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

Corporate Governance Policies

Stock Ownership Guidelines

The Board has adopted

We maintain stock ownership guidelines applicable to our executives, including our NEOs, and our non-employee directors because we believe executives and directors will more effectively pursuebe better aligned with the long-term interests of stockholders if they are stockholders themselves.


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These guidelines, which were originally approved by the Board and adopted in August 2015 and have been subsequently amended, generally require executives to hold shares of our common stock having a value equal to a multiple of the executives’ base salary and non-employee directors to hold shares of our common stock having a value equal to a multiple of the non-employee directors’ base cash retainer. UnderRSAs, RSUs, PSAs/PSUs (only to the guidelines in effect for 2016, RSAs, PSAs (based on the target number of shares untilextent earned after the date the CompensationC&TM Committee determines whethercertifies the achievement of the applicable performance goal has been achieved,goals and after such date, based on the actual number of shares earned),subject only to future service requirements) and unrestrictedfully owned shares all countedcount towards the guidelines for executives, and unvested and deferred restricted stock units (“RSUs”) all countedRSUs count towards the guidelines for non-employee directors. SARsStock appreciation rights are not counted toward compliance with the guidelines.guidelines nor are unearned PSAs or PSUs. An executive or non-employee director is expected to achieve the applicable multiple set forth in the guidelines within five years of the later of the date of initial adoption of the guidelines, which was August 4, 2015, or the date of the executive’s initial election to such position or the non-employee director’s initial election to the Board, except as otherwise approved by the CompensationC&TM Committee (the “Compliance Period”). Compliance with these stock ownership guidelines is reviewed annually, andannually. As of December 31, 2022, all of our NEOs and non-employee directors wereheld shares or other equity awards with an aggregate value in compliance withexcess of the applicable dollar amount provided under our stock ownership guidelines, asother than Ms. Weymouth whose aggregate holdings had fallen in value below the $450,000 amount specified for non-employee directors, due to the decline in our stock price during the fourth quarter of December 31, 2016. For 2016,2022. Ms. Weymouth has not disposed of any shares of our common stock during the past two years, and under our guidelines she will be required to retain 100% of any net after-tax shares received upon future vesting of RSUs until the aggregate value of her holdings again exceeds the specified dollar amount. We currently expect that the value of Ms. Weymouth's holdings will again exceed the dollar amount specified under our stock ownership guidelines for executives andfollowing the receipt of the next annual equity award under our non-employee directors were the following multiples:

Position

2016

CEO

5.0

President

2.5

Senior Vice President

2.0

Vice President

2.0

Non-Employee Director

0.5

In 2017, the Compensation Committee amended thedirector compensation program. The stock ownership guidelines applicable to our executive officers,executives as a multiple of the executives’ base salary or base cash retainer, with respect to non-employee directors, are as follows:

Position

2017

Executive Chairman

Position

6.0

Ownership Requirement

Executive Chair or CEO

6.0

6.0x

President,

COO, CFO or other “C-Suite” Officers

3.5

3.5x

Chief Operating Officer

3.5

Senior Vice President

3.0

3.0x

Vice President

2.0

2.0x
Non-Employee Directors5.0x

The amended

Our stock ownership guidelines also include the following clarifications or modifications:

provisions:

■

In

■In the case of a promotion to a level with a higher ownership requirement, an additional two-year Compliance Periodcompliance period will be provided to acquire the incremental shares required.

■

■In the case of an executive officer who holds a position at more than one level (e.g., CEO and President), the higher ownership requirement will apply.

■

■Shares held in trust and by directimmediate family members (i.e., spouses and children) and in retirement accounts all count towards the guidelines.

■

PSAs are not counted toward achievement of the applicable guideline until the performance contingencies have been satisfied.


■

■

During the Compliance Period, up to 50% of net after-tax shares can be sold at the time thea PSA, PSU, RSA or RSU vests or thea SAR is exercised, and the executive or non-employee director will be required to retain the remaining 50% of net after-tax shares until in compliance with the applicable guideline. Once outside of the Compliance Period, if an executive’s or a non-employee director’s ownership falls below the required ownership level, that person will be required to retain 100% of net after-tax shares at the time a PSA, PSU, RSA or RSU vests or a SAR is exercised, until in compliance with the applicable guideline.

Prohibition on Derivative Trading,, Hedging and Pledging

Our Insider Trading Policy provides that it is inappropriate for any executive officer or director, among others,as well as any other employee who is a member of our restricted trading population, to enter into speculative transactions in the Company’sour securities and prohibits them from (1)from: (i) trading derivative securities, such as puts, calls, options and similar instruments; (2)(ii) entering into hedging or monetization transactions or similar arrangements, such as collars and forward-sale contracts; (3)(iii) engaging in short sale transactions in the Company’sour securities; and (4)(iv) buying the Company’sour securities on margin or pledging any Company securities as collateral, including borrowing against any account in which such securities are held.


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Clawback Policy

Our Existing 2015 Plan containsClawback Policy provides for the ability to recoup incentive compensation granted, paid or otherwise provided to our executives and certain other employees. Below is a recoupment provision, suchsummary of events that award agreements may require the repayment of cash and equity awards if (1) the participant has engaged in fraud or other willful misconduct that contributes to any financial restatements or irregularities or material loss to the Company or any of our affiliates; (2) the participant engages in conduct constituting “cause” (as defined in the award agreement); (3) the participant breaches the restrictive covenants that are applicabletrigger action under the award agreement or (4) the participant otherwise violatespolicy.
■
Restatement of Financial Results – in the event of a restatement within the preceding three completed fiscal years (other than due to a change in or retrospective application of applicable accounting principles, methods, rules or interpretations) where the impact would have lowered the incentive compensation amount.
■
Legal or Compliance Violations/Misconduct – in the event of fraud or dishonesty by an employee; a willful act (or failure to act) in bad faith to the material detriment of the Company; material noncompliance with Company policies and guidelines, including misconduct, or the grossly negligent failure to supervise an employee who engaged in misconduct, that had a significant negative impact on the Company; intentional manipulation or attempted manipulation of any performance metric, financial indicator or other goal for personal gain; violation of applicable restrictive covenants; and violation of the policy or any other recoupment or clawback policy adopted by the Company to the extent necessary to address the requirements of applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)).
The Board may seek recoupment in any manner it chooses to the extent necessarypermitted by law, including reducing current or future incentive compensation awards (except in violation of Section 409A of the Code); requiring reimbursement or repayment of cash-based incentive compensation awards paid (within the previous three-year period); cancelling all or a portion of unvested equity awards, vested equity awards (within the previous three-year period) and any dividends accrued or paid in respect of such equity awards; requiring the return of certain net shares and dividends paid from vested, exercised, settled and sold equity awards (within the previous three-year period); and any other method of reducing the total compensation granted, paid or otherwise provided (within the previous three-year period or any current or future period). For purposes of the policy, incentive compensation includes but is not limited to addressannual and discretionary cash bonuses, PSAs, RSAs and SARs.

We plan to amend our Clawback Policy following the requirementsadoption and effectiveness of applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act). All of our executive officers’, including our NEOs’, outstanding equity award agreements contain such aNYSE’s new listing standards regarding clawback requirement.

Policy with Respectpolicies expected to be effective later in 2023.

Tax DeductibilityTreatment of Compensation

As part of its role, the CompensationC&TM Committee reviewsconsiders tax and considersaccounting implications (including the deductibilityexpected lack of executive compensationdeductibility under Section 162(m) of the Code.Code) except to the extent that compensation is eligible for limited relief under Section 162(m) provides that we may not deduct compensation of more than $1,000,000 paid in any year to the CEO or any of the threeCode applicable to binding contracts in effect on November 2, 2017) when making compensation decisions but reserves the right to continue to make compensation decisions based on other most highly compensated officers (excluding the Chief Financial Officer), unless the compensation qualifies as “performance-based compensation” under Section 162(m). The Compensation Committee has considered the potential impact of Section 162(m) on our compensation plans and has determinedfactors if it determines that it is our preference to qualify our executives’ compensation for deductibility under Section 162(m), toin the extent the Compensation Committee believes it is consistent with the Company’s best interests. Our compensation plans have generally been designed to permit the Compensation Committee to grant awards that qualify for deductibility under Section 162(m). While the Compensation Committee considers deductibility as one factor in determining executive compensation, the Compensation Committee believes that stockholder interests are best served by the Compensation Committee retaining the flexibility to approve compensation that is not deductible byof the Company for tax purposes.

and its stockholders to do so.

Compensation Program Risk Assessment

As part of its oversight role, the CompensationC&TM Committee considers the impact of our compensation program, policies and practices (both at the executive and below-executive levels), on the Company’sour overall risk profile. Specifically, the CompensationC&TM Committee, with assistance from our CEO, reviews the compensation plans, incentive plan design, incentive payouts and factors that may affect the likelihood of excessive risk taking to determine whether they present a significant risk to the Company. We believe that our paycompensation program provides an effective balance in cash and equity mix and short- and longer-term performance periods, and also allows for the CompensationC&TM Committee’s discretion. The Companyapplication of discretion to override formulaic results. We also maintainsmaintain policies to mitigate compensation-related risk such as stock ownership guidelines, caps on incentive payouts, vesting periods on equity, the Clawback Policy and insider-trading prohibitions andas well as independent CompensationC&TM Committee oversight. Based on this review, the CompensationC&TM Committee determined that the risks arising from the Company’sour compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.





46 | Cable One, Inc. ▪ 2023 Proxy Statement

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COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

The Compensation and Talent Management Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on its review and discussion with management, the Compensation and Talent Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Wallace R. Weitz, Chairman

Brad D. Brian

Alan G. Spoon

Statement and incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Kristine E. Miller, Chair
Brad D. Brian
Wallace R. Weitz
Katharine B. Weymouth



Cable One, Inc. ▪ 2023 Proxy Statement | 47

2016

Table of Contents
EXECUTIVE COMPENSATION
2022 Summary Compensation Table

The following table shows the compensation earned or paid by the Company during 2016, 20152022 to our NEOs as of December 31, 2022. Information is also provided for 2021 and 2014 to2020 if the principal executive officer, the principal financial officer and the three other most highly compensated executive officers of the Company based on 2016 compensation, exceptNEO was included in the cases of Mr. Fox, who was not an NEO in 2014 and Messrs. Coyle and Silverman, who were not NEOs in 2015 or 2014.

Name and Principal Position

 

Year

 

Salary(1)

  

Bonus(2)

  

Stock Awards(3)

  

Option Awards(3)

  

Non-Equity Incentive Plan Compensation(4)

  

Change in Pension Value and Nonqualified Deferred Compensation Earnings(5)

  

All Other Compensation(6)

  

Total

 

Thomas O. Might

 

2016

 $900,000   —  $447,642   —  $1,800,000   —  $74,967  $3,222,609 
Chairman of the Board and 2015 $900,000   —  $3,906,594  $2,956,758  $2,215,500   —  $69,498  $10,048,350 
Chief Executive Officer 2014 $749,219   —   —   —  $1,642,500  $604,758  $32,089  $3,028,566 

Julia M. Laulis

 

2016

 $450,000   —  $223,605   —  $450,000  $8,676  $43,614  $1,175,895 
President and Chief 2015 $450,000   —  $1,368,278  $1,160,026  $569,500   —  $27,200  $3,575,004 
Operating Officer 2014 $384,616   —   —   —  $374,400  $29,782  $19,947  $808,745 

Kevin P. Coyle

 

2016

 $315,000  $37,999  $156,696   —  $252,000   —  $19,731  $781,426 
Senior Vice President and Chief Financial Officer                                  

Stephen A. Fox

 

2016

 $299,000   —  $148,494   —  $239,200  $8,812  $30,862  $726,368 
Senior Vice President and Chief Network Officer 2015 $299,000   —  $1,039,907  $950,698  $294,832   —  $18,566  $2,603,003 

Alan H. Silverman

 

2016

 $315,000   —  $156,696   —  $252,000   —  $24,229  $747,925 
Senior Vice President, General Counsel and Secretary                                  

Summary Compensation Table for those years.
Name and Principal Position Year 
Salary
($)
 
Bonus
($)
 
Stock Awards
($) (1)
 
Option Awards ($) (1)
 
Non-Equity
Incentive Plan Compensation ($) (2)
 
Change in
Pension Value and Nonqualified Deferred Compensation Earnings
($) (3)
 
All Other
Compensation ($) (4)
 
Total
($)
Julia M. Laulis
Chair of the Board, President and CEO
 2022 770,000 — 3,030,759 — 966,310 — 28,960 4,796,029
 2021 740,000 — 2,074,008 — 1,480,000 3,564 30,243 4,327,815
 2020 752,885 — 1,500,037 — 1,450,000 3,438 28,886 3,731,808
Todd M. Koetje
CFO
 2022290,578—840,523—271,069—4611,402,631
 2021 91,918 — 725,136 997,240 91,918 — 140,150 2,046,362
Michael E. Bowker
COO
 2022 427,000—1,232,879—385,821—26,3972,072,097
 2021 395,000 — 899,999 — 592,500 — 21,274 1,908,773
2020399,808—650,323—577,500—19,0731,646,704
Kenneth E. Johnson
Chief Technology and Digital Officer
2022284,000—877,140—185,331—19,1081,365,579
Eric M. Lardy
Senior Vice President, Operations and Integration
2022284,000—877,140—185,331—14,7381,361,209
Steven S. Cochran
Former CFO
2022332,732—1,475,273—275,049—21,4112,104,465
2021 395,000 — 1,100,495 — 592,500 — 21,183 2,109,178
2020 394,615 — 650,323 — 570,000 — 18,122 1,633,060
—–—–—

(1)

(1)Amounts in this column represent base salary earned by each NEO from GHC prior to the spin-off and from Cable ONE following the spin-off for 2015 and 2016 and base salary paid to each NEO by GHC for 2014.

(2)

Amounts in this column represent a discretionary bonus payment in recognition of Mr. Coyle’s contributions to the Company as described in further detail in the section entitled “Compensation Discussion and Analysis—Elements of Our Compensation Program—Special One-Time Bonuses” above.

(3)

Amounts in this columnthese columns represent the grant date fair value of the PSA, RSA and SAR awards computed in accordance with FASB ASC Topic 718 and reflect an estimate of the grant date fair value of PSA, RSA and SAR grants made through the close of the 2016 fiscalduring each year indicated, rather than the amounts paid to or realized by our NEOs. The amounts included for the PSAs granted to each NEO are based on achievement of the underlying performance conditions at target (i.e., 100% of the target award value), which was determined to be the probable outcome at the time of grant. There can be no assurance that estimatedthe amounts shown will be realized, and amounts could ultimately exceed the estimated amounts.these calculated fair values. See Note 1115 of the Notes to the Consolidated Financial Statements contained in our Annual Report on2022 Form 10-K filed on March 1, 2017, for a discussion of the assumptions used in the valuation of the PSA, RSA and SAR awards.

48 | Cable One, Inc. ▪ 2023 Proxy Statement
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Set forth below is

Amounts in the maximum“Stock Awards” column represent the grant date fair value for the PSAs granted to the NEOs during 2016 (i.e., 200% of the target award value).

PSA and RSA awards granted in 2022 as follows:

Name

 

Stock Awards –

Maximum Value of PSAs

 

Thomas O. Might

 $895,284 

Julia M. Laulis

 $447,210 

Kevin P. Coyle

 $313,392 

Stephen A. Fox

 $296,989 

Alan H. Silverman

 $313,392 


Name 
Stock Awards –
Grant Date Fair
Value of PSAs
($)
 
Stock Awards –
Grant Date Fair
Value of RSAs
($)
 
Total
($)
Julia M. Laulis 1,904,2511,126,5083,030,759
Todd M. Koetje517,915322,608840,523
Michael E. Bowker 742,867490,0121,232,879
Kenneth E. Johnson 540,584336,556877,140
Eric M. Lardy 540,584336,556877,140
Steven S. Cochran 880,629594,6441,475,273

Set forth below is the maximum value for the PSAs granted to our NEOs during 2022 (i.e., 200% of the target award value) calculated using exact values. Minor differences may exist due to rounding.

(4)

Name
Stock Awards –
Maximum Value of PSAs
($)
Julia M. Laulis3,808,503
Todd M. Koetje1,035,829
Michael E. Bowker1,485,735
Kenneth E. Johnson1,081,168
Eric M. Lardy1,081,168
Steven S. Cochran1,761,258

(2)
Amounts in this column for 20162022, 2021, and 2020 represent payments under the 2016 Bonus Plan. Amounts in this column for 2015 represent payments under the 2015 EICP and prorated payments under the performance units granted under GHC’s 2012 Incentive Compensation Plan for the 2013-2016 award cycle (the “2013-2016 Performance Unit Plan”)our bonus plan for each NEO, as follows: Mr. Might, $1,278,000 in annual bonus and $937,500 in performance units; Ms. Laulis, $319,500 in annual bonus and $250,000 in performance units; and Mr. Fox, $169,832 in annual bonus and $125,000 in performance units. Amounts in this column for 2014 represent payments under the annual bonus component of GHC’s 2012 Incentive Compensation Plan (the “2014 AIP”) and the performance units granted under GHC’s 2012 Incentive Compensation Plan for the 2011-2014 award cycle (the “2011-2014 Performance Unit Plan”) for Mr. Might and Ms. Laulis, as follows: Mr. Might, $810,000 in annual bonus and $832,500 in performance units; and Ms. Laulis, $207,900 in annual bonus and $166,500 in performance units.year. The 20162022 Bonus Plan is described in further detail in the section entitledunder “Compensation Discussion and Analysis—Elements of Our Compensation Program—Program—Annual Cash Incentive PlanProgram” above.

(5)

(3)
The amounts shown in this column represent increases, if any, in the present value of Cable One SERP benefits. The Company sponsors a qualified defined benefit pension plan. 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.

Changes in the present value of benefits in 2016 are attributable to the Cable ONE SERP as follows: Mr. Might, ($31,482); Ms. Laulis, $8,676; Mr. Fox, $8,812.


The values of accumulated plan benefits for each year presented were determined usingbased on a discount rate of 3.95% at December 31, 2016 and 4.22% at December 31, 20153.24% and using RP-2016 Fully Generational Mortality TablePri-2012 fully generational white collar mortality table for males and females using Scale MP-2016 at December 31, 2016 and RP-2015 Fully Generational Mortality Table for males and females using Scale MP-2015 at December 31, 2015.

MP-2019.


See thethe Pension Benefits Tabletable and the “Retirement Benefits” section below for additional information regarding these benefits.

Cable One, Inc. ▪ 2023 Proxy Statement | 49
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(6)

(4)For 2016,2022, the amounts presented includeconsist of the information in the following table: 

following: 

All Other Compensation

Name

 

Perquisites(6a)

  

401(k) Company Contributions(6b)

  

PSA Dividends(6c)

  

Total

 

Thomas O. Might

 $7,143  $—  $67,824  $74,967 

Julia M. Laulis

 $7,738  $11,192  $24,684  $43,614 

Kevin P. Coyle

 $—  $7,269  $12,462  $19,731 

Stephen A. Fox

 $900  $11,500  $18,462  $30,862 

Alan H. Silverman

 $—  $10,471  $13,758  $24,229 

Name 
Perquisites
($) (4a)
401(k)
Company
Contributions
($) (4b)
PSA
Dividends
($) (4c)
Total
($)
Julia M. Laulis 45014,77913,73128,960
Todd M. Koetje450—11461
Michael E. Bowker 5,44715,2505,70026,397
Kenneth E. Johnson 45014,1904,46819,108
Eric M. Lardy 4509,8204,46814,738
Steven S. Cochran45015,2505,71121,411
—–—–—

(6a)

(4a)Amounts in this column represent (i) for Mr. Might and Ms. Laulis, (A) travel and related expenses incurred by the NEO’s spouse in connection with attending industry conferences and/or a Company sales or performance incentive trip and (B) activity and entertainment expenses incurred by each of our NEOs, and such person’s spouse on such trips and (ii) for Ms. Laulis and Mr. Fox, reimbursement for an amount representing part of the cost of ouramounts paid for data, video and voice service, a benefit that we provide at no cost to all of our employees who reside in one of our markets.

markets; and (ii) with respect to Mr. Bowker, the amount shown also includes $4,997 for travel, activity, entertainment and related expenses incurred by Mr. Bowker’s spouse in connection with attending a business conference.

(6b)

The NEOs are immediately 100% vested

(4b)Amounts in thethis column represent fully-vested 401(k) Company contributions, which are described in further detail in the section entitled “Narrative Disclosure to Summary Compensation Table—Retirement Benefits—Defined Contribution Plans” below.

matching contributions.

(6c)

(4c)
Amounts in this column represent dividends attributable to PSAs granted under the Existing 2015 Plan that are not included in the grant date fair value of such PSAs at target, which are reported in the “Stock Awards” column of the 20162022 Summary Compensation Table. PSAs are credited with cash dividends, which are subject to the same vesting terms as the underlying award. Dividends on PSAs will not vest unless and until the performance and service conditions applicable to the award have been achieved.



50 | Cable One, Inc. ▪ 2023 Proxy Statement

2016

Table of Contents
2022 Grants of Plan-Based Awards

The following table shows information with respect to each equity-basedplan-based award granted to our NEOs during 2016.

          

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (2)

  

Estimated Possible Payouts Under
Equity Incentive Plan Awards (3)

  

All Other Stock Awards: Number of Shares of Stock

  

All Other Option Awards: Number of Securities Underlying

  Exercise or Base Price of Option  Grant Date Fair Value of Stock and 
Name Grant Date  

Approval

Date (1)

  

Threshold
($)

 

Target
($)

 

Maximum
($)

  

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

  or Units
(#)		  Options
(#)		  

Awards
($/Sh)

  

Option

Awards

 

Thomas O.

 —  —   — $900,000 $1,800,000   —  —  —   —   —   —   — 
Might 01/04/2016  11/02/2015   —  —  —   —  1,037  2,074   —   —   —  $447,642 

Julia M.

 —  —   — $225,000 $450,000   —  —  —   —   —   —   — 
Laulis 01/04/2016  11/02/2015   —  —  —   —  518  1,036   —   —   —  $223,605 

Kevin P.

 —  —   — $126,000 $252,000   —  —  —   —   —   —   — 
Coyle 01/04/2016  11/02/2015   —  —  —   —  363  726   —   —   —  $156,696 

Stephen A.

 —  —   — $119,600 $239,200   —  —  —   —   —   —   — 
Fox 01/04/2016  11/02/2015   —  —  —   —  344  688   —   —   —  $148,494 

Alan H.

 —  —   — $126,000 $252,000   —  —  —   —   —   —   — 
Silverman 01/04/2016  11/02/2015   —  —  —   —  363  726   —   —   —  $156,696 

2022.
      
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (2)
Estimated Future Payouts Under
Equity Incentive Plan Awards (3)
 
All Other Stock Awards: Number of Shares of Stock or Units
(#) (4)
 
Grant Date Fair Value of Stock and Option Awards (5)
Name Grant Date 
Approval
Date (1)
 Threshold
($)		Target
($)		 Maximum
($)		 Threshold
($)		 Target
(#)		 Maximum
(#)		  
Julia M. Laulis —— —962,500 1,925,000 — — — — —
 01/03/202212/31/2021 —— — — 1,092 2,184 — 1,904,251
 01/03/202212/31/2021 —— — — — — 646 1,126,508
Todd M. Koetje —— —270,000 540,000 — — — — —
 01/03/202212/31/2021 —— — — 297 594 — 517,915
 01/03/202212/31/2021 —— — — — — 185 322,608
Michael E. Bowker —— —384,300 768,600 — — — — —
 01/03/202212/31/2021 —— — — 426 852 — 742,867
 01/03/202212/31/2021 —— — — — — 281 490,012
Kenneth E. Johnson —— —184,600 369,200 — — — — —
 01/03/202212/31/2021 —— — — 310 620 — 540,584
 01/03/202212/31/2021 —— — — — — 193 336,556
Eric M. Lardy —— —184,600 369,200 — — — — —
 01/03/202212/31/2021 —— — — 310 620 — 540,584
 01/03/202212/31/2021 —— — — — — 193 336,556
Steven S. Cochran (6)
 —— —273,965 547,930 — — — — —
 01/03/202212/31/2021 — — — — 505 1,010 — 880,629
 01/03/202212/31/2021 — — — — — — 341 594,644
—–—–—

(1)

(1)The date in this column is the date the CompensationC&TM Committee took action to approveapproved the equity-based award.

(2)

(2)
Amounts in this columnthese columns represent the target and maximum payouts for the NEOs under the 20162022 Bonus Plan. There is no threshold payout with respect to this award under the 20162022 Bonus Plan.

Our 2022 Bonus Plan is described in further detail under "Compensation Discussion and Analysis- Elements of Our Compensation Program - Annual Cash Incentive Program" above.

(3)

(3)
Amounts in this columnthese columns represent 2022 PSAs granted under the Existing 2015 Plan as part of our long-term incentive compensation program. There is no threshold payout with respect to the 2022 PSAs. The terms2022 PSAs were earned at 100.4% of target, based on the PSAsachievement of applicable performance metrics, but vesting remains subject to service-based vesting requirements and are eligible to cliff-vest on January 3, 2025, generally subject to the service condition, executive’s continued employment through that date. The 2022 PSA awards are described in further detail in the section entitledunder “Compensation Discussion and Analysis—Elements of Our Compensation Program—Program—Long-Term Annual Equity Incentive Awards” above.

Narrative Disclosure to 2016 Summary Compensation Table and 2016 Grants of Plan-Based Awards Table

The following describes the material features of the compensation disclosed

(4)
Amounts in the 2016 Summary Compensation Table and the 2016 Grants of Plan-Based Awards table.

Consistent with our policy, we have not entered into any employment agreements with, or guaranteed severance packages to, any of our NEOs. For additional information about the base salary, annual cash incentive awards and special one-time discretionary bonus awarded to our NEOs, see the sections entitled “Compensation Discussion and Analysis—Elements of Our Compensation Program—Base Salary,” “—Annual Cash Incentive Plan” and “—Special One-Time Bonuses” above.

Long-Term Equity Incentive Compensation. Each of our NEOs was awarded a long-term equity incentive opportunity at the beginning of 2016. The 2016 Summary Compensation Table reflects the grant date fair value of the PSAs granted in 2016. The “Stock Awards” column in the 2016 Summary Compensation Table and the “Estimated Possible Payouts Under Equity Incentive Plan Awards” column in the 2016 Grant of Plan-Based Awards table provide information regarding the long-term annual equity incentive program for each NEO in 2016. For additional information, see the section entitled “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Annual Equity Incentive” above.

On July 1, 2015, the Compensation Committee approved the grant of PSAs under the Existing 2015 Plan to certain executives of the Company whose equity awards issued by GHC were forfeited in connection with the spin-off (the “Replacement Shares”) or who did not receive an equity award from GHC in 2015 in anticipation of the spin-off (the “Staking Shares” and, together with the Replacement Shares, the “Spin-Related Shares”). The Spin-Related Shares are subject to both service-based and performance-based vesting conditions. The Replacement Shares cliff-vested on December 12, 2016, which was the vesting date of the forfeited awards that they replaced, and the Staking Shares are scheduled to cliff-vest on January 2, 2018. The performance goals for the Spin-Related Shares, which have been met, related primarily to year over year growth in Adjusted EBITDA less capital expenditures. See Annex A of this column represent 2022 RSAs granted under the 2015 Plan as part of our long-term incentive compensation program. The 2022 RSAs vest in equal installments over the four anniversaries of the grant date. The 2022 RSA awards are described in further detail under “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Annual Equity Incentive Awards” above.

(5)Amounts in this column represent the grant date fair value of 2022 PSA and 2022 RSA awards computed in accordance with Topic 718. The amounts included for the 2022 PSAs granted to each NEO are based on achievement of the underlying performance conditions at target (i.e., 100% of the target award value), which was determined to be the probable outcome at the time of grant.
(6)Mr. Cochran forfeited his entire 2022 PSA award and the unvested portion of his 2022 RSA award upon his departure from the Company on January 31, 2023.

Cable One, Inc. ▪ 2023 Proxy Statement entitled “Use| 51
Table of Non-GAAP Financial Metrics,” for the definition of Adjusted EBITDA less capital expenditures, which is reconciled to net income (the most directly comparable measure under GAAP) when used as a performance measure. All Spin-Related Shares are subject to the terms and conditions of the Existing 2015 Plan as well as an award agreement entered into by each executive receiving a grant and the Company, the material terms of which were also approved by the Compensation Committee. The NEOs received the following Spin-Related Shares: Mr. Might, 5,125 Replacement Shares and 5,142 Staking Shares; Ms. Laulis, 1,025 Replacement Shares and 2,571 Staking Shares; Mr. Coyle, 1,714 Staking Shares; Mr. Fox, 1,025 Replacement Shares and 1,708 Staking Shares; and Mr. Silverman, 216 Replacement Shares and 1,714 Staking Shares. In addition, the Spin-Related Shares are credited with cash dividends, which are subject to the same vesting terms as the underlying award. Dividends on the Spin-Related Shares did not, and will not, vest unless and until the performance conditions applicable to the underlying award have been achieved. There were no PSAs or RSAs granted to our NEOs in 2014.

SARs. The 2016 Summary Compensation Table reflects the grant date fair value of the SAR awards made in 2015 to our NEOs (other than Messrs. Coyle and Silverman). On August 4, 2015, the Compensation Committee approved the grant of SARs under the Existing 2015 Plan to certain executives effective on September 1, 2015. The SARs vest in four equal ratable installments beginning on the first anniversary of the grant date (generally subject to the holder’s continued employment with the Company through the applicable vesting date) and are otherwise subject to the terms and conditions of the applicable award agreement, a form of which was approved by the Compensation Committee on August 4, 2015. The specified NEOs received the following SARs: Mr. Might, 33,900 SARs; Ms. Laulis, 13,300 SARs; and Mr. Fox, 10,900 SARs. There were no SARs granted to our NEOs in 2016 or 2014.

Perquisites. In 2016, 2015 and 2014, we paid for certain costs in connection with our NEOs’ and their spouses’ travel to and participation in sales or performance incentive trips and certain other business conferences. In 2016 and 2015, we also reimbursed our NEOs an amount representing part of the cost of our data, video and voice service, a benefit that we provide at no cost to all of our employees who reside in one of our markets. See the “All Other Compensation” column of the 2016 Summary Compensation Table for more information regarding these payments. We do not provide any other perquisites to our NEOs.

Outstanding Equity Awards at Fiscal Year-End

The following table shows the number of shares covered byunderlying exercisable and unexercisable SARs and unvested PSAs and RSAs held by our NEOs onas of December 31, 2016.

    

SAR Awards

  

Stock Awards

 

Name

 

Grant Date (1)

 

Exercisable

  

Unexercisable

  

SAR Exercise

Price

  

SAR

Expiration

Date

  

Number of Shares or

Units of Stock That

Have Not Vested (2)

  

Market Value of

Shares or Units of

Stock That Have Not

Vested (3)

 

Thomas O. Might

 

07/08/2015

  —   —   —   —   5,142  $3,196,936 
  09/01/2015  8,475   25,425  $422.31  09/01/2025   —   — 
  01/04/2016  —   —   —   —   2,074  $1,289,468 

Julia M. Laulis

 

07/08/2015

  —   —   —   —   2,571  $1,598,468 
  09/01/2015  3,325   9,975  $422.31  09/01/2025   —   — 
  01/04/2016  —   —   —   —   1,036  $644,112 

Kevin P. Coyle

 

07/08/2015

  —   —   —   —   1,714  $1,065,645 
  09/01/2015  1,500   4,500  $422.31  09/01/2025   —   — 
  01/04/2016  —   —   —   —   726  $451,376 

Stephen A. Fox

 

07/08/2015

  —   —   —   —   1,708  $1,061,915 
  09/01/2015  2,725   8,175  $422.31  09/01/2025   —   — 
  01/04/2016  —   —   —   —   688  $427,750 

Alan H. Silverman

 

07/08/2015

  —   —   —   —   1,714  $1,065,645 
  09/01/2015  2,825   8,475  $422.31  09/01/2025   —   — 
  01/04/2016  —   —   —   —   726  $451,376 

2022. At fiscal year-end, none of our NEOs held any outstanding option awards with respect to the Company.
    SAR Awards Stock Awards
Name 
Grant Date (1)
 
Number of
Securities
Underlying
Unexercised
Options Exercisable
(#)
 
Number of
Securities
Underlying
Unexercised
Options Unexercisable
(#)
 
SAR Exercise
Price
($)
 
SAR
Expiration
Date
 
Number of
Shares or Units
of Stock That
Have Not Vested
(#) (2)
 
Market Value of
Shares or Units of
Stock That Have
Not Vested
 ($) (3)
Julia M. Laulis 01/03/2017 258 — 619.66 01/03/2027 — —
 01/03/2018 12 — 707.17 01/03/2028 — —
 01/03/2019 — — — — 87 61,932
 01/03/2020 — — — — 1,467 1,044,299
 01/03/2021 — — — — 1,410 1,003,721
01/03/2022————1,7421,240,059
Todd M. Koetje 10/01/2021 — — — — 393 279,761
01/03/2022————483343,829
Michael E. Bowker 01/03/2017 64 — 619.66 01/03/2027 — —
 01/03/2018 6 — 707.17 01/03/2028 — —
 01/03/2019 — — — — 50 35,593
 01/03/2020 — — — — 603 429,251
 01/03/2021 — — — — 611 434,948
01/03/2022————708503,996
Kenneth E. Johnson01/03/20184—707.1701/03/2028——
01/03/2020————457325,320
01/03/2021————498354,507
01/03/2022————504358,776
Eric M. Lardy 01/03/2017 258—619.6601/03/2027——
01/03/201812—707.1701/03/2028——
01/03/2019————5035,593
01/03/2020————473336,709
01/03/2021————498354,507
01/03/2022————504358,776
Steven S. Cochran 01/03/2019 — — — — 50 35,593
 01/03/2020 — — — — 603 429,251
 01/03/2021 — — — — 679 483,352
 01/03/2022 — — — — 848 603,657
—–—–—

(1)

(1)Generally, outstanding SARs granted under the Existing 2015 Plan are eligible to vest 25% per yearin four equal installments over a four-year period from the four anniversaries of the grant date; outstanding RSAs granted under the 2015 Plan are eligible to either vest in four equal installments over the four anniversaries of the grant date of grant (vesting on September 1, 2016, 2017, 2018 and 2019). Replacement Shares cliff-vested on December 12, 2016 (the vesting date of the forfeited awards that they replaced) and, therefore, are not included in this table. Outstanding Staking Shares were granted on July 8, 2015 and are scheduled toor cliff-vest on January 2, 2018,the third anniversary of the grant date; and outstanding PSAs granted in 2016under the 2015 Plan are scheduled towill cliff-vest on January 4, 2019.

the third anniversary of the grant date provided the executive continues to be employed by us through that date.

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(2)

The Staking Sharesfollowing table shows the grant date and remaining vesting dates of unvested SARs, PSAs and RSAs held by our NEOs on December 31, 2022:
Award TypeGrant DateRemaining Vesting Date(s)
SARJanuary 3, 2019January 3, 2023
SAROctober 1, 2021October 1, 2023, 2024 and 2025
PSAJanuary 3, 2020January 3, 2023
PSAJanuary 3, 2021January 3, 2024
PSAJanuary 3, 2022January 3, 2025
RSAJanuary 3, 2019January 3, 2023
RSAJanuary 3, 2020January 3, 2023 and 2024
RSAJanuary 3, 2021January 3, 2023, 2024 and 2025
RSAOctober 1, 2021October 1, 2024
RSAJanuary 3, 2022January 3, 2023, 2024, 2025 and 2026
(2)
The PSAs granted in 2020, 2021 and 2022 were subject to performance-based vesting conditions based on the achievement of certain performance goals selected from those specified in the Existing 2015 Plan. The Staking Shares were earned in fullPlan and the PSAs granted in 2016 were earned at 200%200.0%, 200.0% and 100.4% of target, in each caserespectively, based on the achievement of applicable performance metrics, but remainremained subject to service-based vesting requirements as of December 31, 2022. The RSAs granted in 2020, 2021 and 2022 are also subject to service-based vesting requirements. The SARsPSAs and the PSAsRSAs are described in further detail in the sections entitled under “Compensation Discussion and Analysis—Analysis—Elements of Our Compensation Program—Program—Long-Term Annual Equity Incentive” and “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation”Awards” above.

(3)

Calculated using the closing price of a share of our common stock as reported by the NYSE as of December 30, 2016, the last trading day of 2016 ($621.73).


2016 Option Exercises and Stock Vested

The following table shows a summary of any SAR exercises and the vesting of restricted stock awards with respect to our NEOs in 2016.

Name

 

Number of

Shares Acquired

on Exercise

  

Value Realized on

Exercise

  

Number of

Shares Acquired

on Vesting

  

Value Realized

on Vesting (1)

 

Thomas O. Might

  —   —   5,125  $3,105,033 

Julia M. Laulis

  —   —   1,025  $621,007 

Kevin P. Coyle

  —   —   —   — 

Stephen A. Fox

  —   —   1,025  $621,007 

Alan H. Silverman

  —   —   216  $130,866 

(1)

(3)

Calculated using the closing price of a share of our common stock on December 30, 2022, the last trading day of 2022 which was $711.86.

(4)Mr. Cochran left the Company on January 31, 2023. Accordingly, on January 31, 2023, he forfeited all the PSA awards granted in 2022 and 2021 and the unvested portions of all RSA awards granted in 2022, 2021 and 2020.



Cable One, Inc. ▪ 2023 Proxy Statement | 53
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2022 SAR Exercises and Stock Vested
The following table shows a summary of SAR exercises and value received upon vesting of PSAs and RSAs with respect to our NEOs during 2022.
  SAR Awards Stock Awards
Name 
Number of
Shares Acquired
on Exercise
 (#)
 
Value Realized on Exercise
($) (1)
 
Number of
Shares Acquired
on Vesting
(#)
 
Value Realized
on Vesting
($) (1)
Julia M. Laulis — — 1,4142,465,762
Todd M. Koetje — — — —
Michael E. Bowker — — 453789,951
Kenneth E. Johnson——291507,457
Eric M. Lardy 530699,030399695,784
Steven S. Cochran — — 444774,257
—–—–—
(1)Calculated using the applicable closing price of a share of our common stock based on the applicable exercise or vesting date.

RetirementBenefits

Defined Benefit Pension Plans

Our

Certain of our employees, including certain of our NEOs, participate in both tax-qualified andand/or supplemental defined benefit retirement plans. Prior to theour spin-off our NEOs (other than(the “spin-off”) from Graham Holdings Company (“GHC”), Ms. Laulis and Mr. Coyle)Bowker participated in GHC’s tax-qualified defined benefit plan, the Retirement Plan for GHC (the “GHC Retirement Plan”), and, in the case of Ms. Laulis, the associated nonqualified plan, the GHC Supplemental Executive Retirement Plan (the “GHC SERP”). The GHC Retirement Plan covered most employees of Cable ONEOne employed at the time of the spin-off and provided benefits that were based on formulas that take into account base salary and years of service. Such formulas are contained in the individual benefits schedules for the GHC Retirement Benefits Schedule, Cash Balance Retirement Program (“CBRP”) and the Secure Retirement Account (“SRA”), as explained in further detail below. Benefits under the GHC Retirement Plan become vested after three or five years of service, depending on which schedules cover the individual employee. Upon the spin-off, the accrued benefits of our participating NEOs under the GHC Retirement Plan became vested and remain the obligation of GHC following the spin-off. GHC will continue to administer the plan, including making payments under the plan, with respect to our current and former employees with vested rights thereunder, including our participating NEOs.

Our NEOs (other than

Ms. Laulis and Mr. Coyle)Bowker have each earned a portion of their pension benefits under different benefits schedules of the GHC Retirement Plan. Mr. Might earned his pension benefit under the GHC Retirement Benefits Schedule, the CBRP and the SRA, and Ms. Laulis and Messrs. Fox and Silverman earned theirher pension benefits under the CBRP and the SRA.

Retirement Plan Benefits Under the GHC Retirement Benefits Schedule

Benefits payable under this schedule include the following, subject to the limitations on tax-qualified plans mentioned below (in “—DB SERP Benefits”):

■

An annual pension (payable one-twelfth each month) equal to (a) 1.75% of the average annual salary for the 60-month period producing the highest average; multiplied by (b) years of exempt accrued credited service; reduced by (c) an offset to partially reflect Social Security benefits to the extent funded by GHC. The Social Security offset is calculated by multiplying “covered compensation” by the “offset percentage.” Covered compensation in this context is the average Social Security Taxable Wage Base over the 35-year period prior to the year in which a participant reaches Social Security retirement age. The offset percentage applied to the benefit for Mr. Might was 0.57% (based on his year of birth), multiplied by years of exempt accrued credited service (which was limited up to 30 years, until the plan was amended in 2011 to recognize credited service in excess of 30 years).


■

An annual Cash Pension Supplement equal to $200 multiplied by years of credited service.

■

A temporary pre-age 65 supplement of $250 per month payable until age 65 to employees retiring at or after age 55 with 10 years of vesting service.

Vested benefits under the GHC Retirement Plan are generally payable in the form of a single life annuity. In addition, several optional forms are available that continue benefits to the employee’s spouse or beneficiary, with the monthly benefit amount reduced so that the resulting pension is actuarially equivalent to the single life annuity. The GHC Retirement Plan’s normal retirement age is 65. The GHC Retirement Benefits Schedule provides a reduced early retirement benefit beginning at age 55. The reduction is a percentage based on age at retirement. For example, at age 55 with 10 years of service, the reduction is 60%; at age 58, the reduction is 26%. However, if the employee’s age plus years of service at retirement is at least 90, then there is no reduction for early payment.

Retirement Plan Benefits Under the Secure Retirement AccountCBRP and Cash Balance Retirement Program Schedule

SRA Schedules

The CBRP was provided by GHC to eligible employees of Cable ONE by GHCOne prior to the spin-off. Each employee has an account (expressed as a lump sum amount, rather than as an annuity) that is credited with quarterly pay-based credits and interest credits. Pay-based credits vary from 2.25% to 3.75%, depending on years of service. Interest is credited on these accounts at the greater of 1.41% or 1% plus the average interest rate on one-year U.S. Treasury securities. Participants are 100% vested in their benefits after attaining age 65 while actively employed or after completion of three years of vesting service. Upon retirement, the employee may elect various forms of annuities that are actuarially equivalent to the accumulated account balance, or alternatively, may elect a lump sum payment. Vested benefits are payable at any time after termination of employment but must be paid by age 65 for employees who terminate employment prior to such age.



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Under the SRA, each employee has an account (expressed as a lump sum amount, rather than as an annuity) that is credited with quarterly pay-based credits and interest credits. Pay-based credits vary from 2.20% to 3.50%, depending on years of service. Interest is credited on these accounts at the greater of 1.41% or 1% plus the average interest rate on one-year U.S. Treasury securities. Upon retirement, the employee may elect various forms of annuities that are actuarially equivalent to the accumulated account balance, or alternatively, may elect a lump sum payment. Vested benefits are payable at any time after termination of employment but must be paid by age 65 for employees who terminate employment prior to such age.

DB SERP Benefits

Effective as of the spin-off, we established the defined benefit portion of the Cable ONEOne SERP (the “Cable ONEOne DB SERP”) with terms substantially similar to the defined benefit portion of the GHC SERP (the “GHC DB SERP”). The Cable ONEOne DB SERP, under which we assumed all obligations to current and former Cable ONEOne employees, including our NEOs, who participated in the GHC DB SERP, is a nonqualified plan that provides key executives who participate in the GHC Retirement Plan with a “supplemental retirement benefit.” Prior to the spin-off, participants in the GHC SERP were selected by GHC’s management as employees whom management most wanted to retain because of their superior performance and were approved for participation by the GHC’s Compensation Committee. The GHC DB SERP provided, and the Cable ONEOne DB SERP provides, for benefits to such participants, including each of our participating NEOs,NEO, that were calculated based on the formulas in the GHC Retirement Plan, but included bonuses under GHC’s 2012 Incentive Compensation Plan, rather than just base salary, without regard to (i) the salary limitation applicable to tax-qualified plans ($265,000305,000 in 2016)2022) or (ii) the benefit limitation applicable to tax-qualified plans ($210,000245,000 per year commencing at age 65 in 2016)2022). The GHC DB SERP provided, and the Cable ONEOne DB SERP provides, benefits only to the extent that the benefit described above exceeds the benefit in the GHC Retirement Plan. Benefits under the Cable ONEOne DB SERP are paid at retirement or age 55, if later, and are payable either in the form of a life annuity or an actuarially equivalent optional form of benefit in the GHC Retirement Plan, provided that any benefits otherwise payable before the first day of the seventh month following retirement will be withheld until such date.


Pension Benefits Table

The following table shows years of credited service and the present value of accumulated benefits for eachthe participating NEO (other than Messrs. Coyle and Silverman) under the Cable ONEOne SERP, computed as of December 31, 2016,2022, which is the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the fiscal year ended December 31, 2016. Messrs. Coyle and Silverman do not2022. Except for Ms. Laulis, none of our other NEOs participate in any pension plans sponsoredwe sponsor or maintained by Cable ONE.

Name

 

Plan Name

 

Number of Years

Credited Service (1)

 

Present Value of

Accumulated Benefit (2)

 

Payments During

Last Fiscal Year

 

Thomas O. Might

 

Cable ONE SERP 

 

39

 

$

4,852,812

 

 

—

 

Julia M. Laulis

 

Cable ONE SERP 

 

17

 

$

79,256

 

 

—

 

Stephen A. Fox

 

Cable ONE SERP 

 

28

 

$

75,067

 

 

—

 

maintain.
Name Plan Name 
Number of Years of
Credited Service (#) (1)
 
Present Value of
Accumulated Benefit
($) (2)
 
Payments During
Last Fiscal Year
 ($)
Julia M. Laulis Cable One DB SERP 17 79,663—
—–—–—

(1)

(1)Data in this column represents the number of years of credited service earned by the NEO as of December 31, 2016. Mr. Might has prior service with the GHC Retirement Benefits Schedule, which is included in this column.

2022.

(2)

Amounts in this column represent the actuarial present value of the NEO’s accumulated benefits under the plan as of December 31, 2016.2022. The benefits valued for Mr. Might include GHC Retirement Benefits Schedule and CBRP amounts. The benefits valued for Ms. Laulis and Mr. Fox include CBRP amounts. The assumptions used in determining the present value of accumulated benefits are the RP-2016 Fully Generational Mortality TablePri-2012 fully generational white-collar mortality table for males and females using Scale MP-2021 and a 3.95%5.46% discount rate. The benefits valued reflect service and earnings through the accrual freeze date of June 30, 2015 and are valued as payable on the date at which they are unreduced for the GHC Retirement Benefits Schedule and at age 65 (or later for Mr. Might) for the CBRP.65. There can be no assurance that the amounts listed in this column will ever be fully paid out to the applicable NEO.

Benefits were assumed to commence at the age when benefits under the Cable ONE SERP are first unreduced and were discounted to the date as of which they were determined (either December 31, 2016 or December 31, 2015). Assumed benefit commencement ages are shown below, rounded to the nearest age:

out.

Name

Age

Thomas O. Might

66 (12/31/2016); 65 (12/31/2015)

Julia M. Laulis

65 (12/31/2016 and 12/31/2015)

Kevin P. Coyle

n/a

Stephen A. Fox

65 (12/31/2016 and 12/31/2015)

Alan H. Silverman

n/a

Defined Contribution Plans

The CompensationC&TM Committee believes that both the U.S. tax-qualified and supplemental defined contribution plans are integral parts of our overall executive compensation program. Effective as of the spin-off, we established a defined contribution plan intended to be tax-qualified (the “Cable ONEOne 401(k) Plan”) and following the spin-off, all account balances of current and former Cable ONEOne employees, including our participating NEOs, (other than Mr. Coyle), held by the Savings Plan for GHC Divisions, which is one of GHC’s qualified defined contribution 401(k) plans (the “GHC 401(k) Plans”), were transferred to the Cable ONEOne 401(k) Plan. The Cable ONEOne 401(k) Plan provides for non-discretionary matching contributions up to 5% of an employee’s eligible compensation up to the salary limitation applicable to tax-qualified plans ($265,000305,000 in 2016)2022). Participants are eligible to receive Company matching contributions after one year of service, and participants are immediately vested in the Company matching contributions.

Prior to the spin-off, our NEOs (other than Mr. Coyle) participated in the GHC 401(k) Plans, which provided for non-discretionary matching contributions up to 1%

Cable One, Inc. ▪ 2023 Proxy Statement | 55
Table of an employee’s eligible compensation up to the salary limitation applicable to tax-qualified plans ($265,000 in 2016). Participants were immediately vested in the Company matching contributions. Benefits under these qualified plans were determined on the basis of base salary only, exclusive of all bonuses, sales commissions, deferred compensation and other forms of remuneration.

In addition, effective as of the spin-off, we established the defined contribution portion of the Cable ONEOne SERP (the “Cable ONEOne DC SERP”) with terms substantially similar to the defined contribution portion of the GHC SERP (the “GHC DC SERP”) under which we assumed all obligations to current and former Cable ONEOne employees who participated in the GHC DC SERP, including our participating NEOs.NEO. The GHC DC SERP provided, and the Cable ONEOne DC SERP provides, such executivesexecutive with tax-deferred accruals of amounts proportionate to the benefits available to non-highly compensated participants in the applicable 401(k) plans,plans; to the extent that benefits exceed those under the sponsored basic plans because of the tax law limitations ($53,00061,000 in 2016)2022). Among the benefits provided under the GHC DC SERP and Cable ONEOne DC SERP is a supplemental defined contribution plan benefit wherein we provideprovided a matching contribution percentage up to 3% of the participating executive’s base salary in excess of the annual covered compensation limit applied to qualified plan benefits. The executive was required to defer compensation to the applicable SERP in order to receive the applicable matching Cable ONEOne credit each year. Deferred amounts will earn investment credits in accordance with the participant’s elections from a choice of investment indexes. Amounts deferred under the Cable ONEOne DC SERP are payable on the first day of the seventh month following termination of service. No Company contributions were earned by Cable ONE DC SERP participants afterAlso in connection with the spin-off, on July 1, 2015.

Deferred Compensation Plans

Effective as of the spin-off, we established the Cable ONE Deferred Compensation Plan with terms substantially similar to the GHC Deferred Compensation Plan, under which plan we remain responsible for any obligations to current and former Cable ONE employees who participated in the GHC Deferred Compensation Plan, including our NEOs (other than Messrs. Coyle and Fox).

Prior to the spin-off, the GHC Deferred Compensation Plan provided an opportunity for participants, including our NEOs (other than Mr. Coyle), to voluntarily defer the receipt of all or a portion of annual bonus and/or certain long-term cash awards under GHC’s 2012 Incentive Compensation Plan. Elections to defer must have been filed in advance of earning such awards. Deferred amounts will earn investment credits in accordance with the participant’s elections from a choice of investment indexes. Amounts deferred2015, benefit accruals were frozen under the Cable ONEOne DC SERP, and the plan was closed to new participants.

Nonqualified Deferred Compensation Plan are payable on the first business day of the seventh month following the date of separation from service or such other future date as specified by the participant at the time of election. Effective for deferral elections made on or after January 1, 2014, amounts deferred under the Cable ONE Deferred Compensation Plan are payable on the first business day of the seventh month following the date of separation of service regardless of the participant’s elections. No deferrals are permitted under the Cable ONE Deferred Compensation Plan after December 31, 2015.

Additionally, in 1999, Mr. Might was granted a special deferred compensation award by GHC in recognition of his efforts in growing our Company. Annual payouts under this arrangement will commence when Mr. Might separates service with our Company. The base amounts began accruing interest on May 1, 2016 at an annual rate corresponding to the applicable rate for 12-month U.S. Treasury bills (set at each anniversary and carried forward), credited and compounded on an annual basis. The award may be payable in installments upon mutual agreement of Mr. Might and us, not to extend beyond a 10-year period; however, in the event of Mr. Might’s death, all amounts due will be payable in a lump sum within 60 days. No amounts were paid to Mr. Might in 2016, 2015 or 2014 in respect of this arrangement.

Nonqualified Deferred Compensation Table

The following table shows quantitative information regarding our NEOs’NEOs’ participation in the deferred compensation arrangementsarrangement discussed above for 2016.

Name

 

Deferred

Compensation

Arrangement

 

Executive

Contributions

in 2016

  

Registrant

Contributions

in 2016

  

Aggregate

Earnings in

2016 (1)

  

Aggregate

Withdrawals / Distributions

  

Aggregate

Balance at

December 31,

2016 (2)

 

Thomas O. Might

 

Cable ONE SERP

  —   —  $8,590   —  $1,346,774 
  

Cable ONE Deferred Compensation Plan

  —   —  $44,384   —  $12,025,322 
  

Special Deferred Compensation Award

  —   —  $32,262   —  $2,007,345 

Julia M. Laulis

 

Cable ONE SERP

  —   —  $2,996   —  $39,484 
  

Cable ONE Deferred Compensation Plan

  —   —  $3,901  $(23,473) $83,789 

Stephen A. Fox

 

Cable ONE SERP

  —   —  $1,022   —  $15,721 

Alan H. Silverman

 

Cable ONE Deferred Compensation Plan

  —   —  $14,329   —  $191,367 

2022.

(1)

Amounts

Name
Deferred
Compensation
Arrangement
Executive
Contributions
in 2022
($)
Registrant
Contributions
in 2022
($)
Aggregate
Withdrawals / Distributions ($)
Aggregate
Balance at
December 31,
2022
 ($)
Julia M. LaulisCable One DC SERP———58,482
—–—–—
(1)The amount shown in this column represent investment gains or losses to the Cable ONE SERP or to the Cable ONE Deferred Compensation Plan, as applicable, based on the NEO’s investment elections. These gains and losses are not included in the 2016 Summary Compensation Table; the gains and losses reflect marketreflects performance of investment indexes selected by Ms. Laulis. In accordance with Item 402, gains if any, would be included as nonqualified compensation earnings in the NEO. In2022 Summary Compensation Table only if above-market or preferential (exceeding the case120% of Mr. Might’s Special Deferred Compensation Award, the investment gains represent accrued interest from May 1, 2016 through December 31, 2016 at an annual rate corresponding to the applicable rate for 12-month U.S. Treasury bills (set at each anniversary and carried forward), credited and compounded on an annual basis.

Code rate). Gains that reflect market performance or losses are not included. For 2022, a loss occurred, therefore the amount is not included in the 2022 Summary Compensation Table.

(2)

Amounts in this column represent balances at December 31, 2016 for the Cable ONE SERP, the Cable ONE Deferred Compensation Plan and Mr. Might’s Special Deferred Compensation Award.


Potential Payments Upon Termination or Change of Control

We do not have any agreements with any of our NEOs that provide payments upon termination (except for Mr. Might’s 1999 special deferred compensation award, the GHC Retirement Plan and the Cable ONE SERP described above, and all of which are vested benefits, or the agreements described below) or in conjunction with a change of control (except as described below).

The following descriptiondescriptions and table showing the estimated dollar value of potential accelerated vesting and payments that would be provided to our NEOs (or, in the case of death, to their respective estates or beneficiaries) under the PSA, RSA and SAR award agreements and the Cable One Executive Severance Plan following a termination of their employment, assumes, in accordance with the SEC regulations, all relevant events occurred on December 31, 2016.

2022, except for Mr. Cochran. Mr. Cochran stepped down from his position as our CFO on July 1, 2022, and the Company and Mr. Cochran entered into a Transition Agreement under which Mr. Cochran agreed to remain employed as a Senior Advisor to the Company through January 31, 2023. According to the terms of the Transition Agreement, Mr. Cochran’s salary was reduced from $427,000 to $240,000 effective July 1, 2022. Mr. Cochran remained eligible to participate in the 2022 Bonus Plan at a reduced target opportunity, and his 2022 bonus under the plan was awarded at $275,049 based on Company performance and the reduced target opportunity provided under the Transition Agreement. In addition, all of Mr. Cochran’s equity-award agreements continued to be in effect until he left the Company on January 31, 2023, but all equity-based awards vesting thereafter were forfeited. Accordingly, on January 31, 2023, he forfeited his entire 2022 and 2021 PSA awards (1,001 PSAs based on final achievement), and 418 RSAs (the unvested portions of his 2022, 2021 and 2020 RSA awards).


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Termination of Employment

In the event of death or disability of each of our NEOs on or following the first anniversary of the grant date, the restrictions that apply to a prorated portion of restricted shares will lapse, and a prorated portion of SARs will vest based on the number of days that have elapsed since the grant date.

In the event the employment of each of our NEOsany NEO is terminated by the Company other than for “Cause” or by the NEO with “Good Reason” (a “qualifying termination”) on or following the first anniversary of the grant date: (a) the restricted sharesPSAs will remain outstanding and subject to any applicable performance conditions and the restrictions that apply to a prorated portion of restricted sharesPSAs will lapse at the time the CompensationC&TM Committee determines the applicable performance conditions have been achieved based on the number of days that have elapsed since the grant date, and (b) a prorated portion of RSAs and SARs will vest based on the number of days that have elapsed since the grant date. As defined in the applicable award agreements, “Cause” generally means any of the following: (i) fraud, misappropriation, dishonesty, theft, embezzlement or embezzlementintentional misuse of Company funds or property; (ii) failure by the executive to substantially perform their duties; (ii)(iii) a conviction or plea of guilty or no contest to a felony or crime of moral turpitude; (iii)(iv) bad faith actions that result in a material detriment to the Company; or (iv)(v) material non-compliance or breach of Company agreements and policies.policies, including misconduct, or a grossly negligent failure to supervise, that resulted in a material violation of Company policy that had a significant negative impact on the Company. As defined in the applicable agreements, “Good Reason” generally means any of the following: (i) a material reduction in base salary or target bonus opportunity; (ii) a material diminution of the executive’s title, duties or responsibilities; (iii) required relocation of the executive by more than 50 miles; or (iv) material breach of the applicable agreement by the Company.

Change of Control
In accordance with the event of a qualifying termination of employment on December 31, 2016, no equity awards granted in 2016 would have vested because it was prior to the first anniversaryterms of the grant date for such awards.

Change of Control

Outstanding respective equity award agreements, outstanding PSAs, RSAs and SARs will not accelerate vesting in connection with a “change of control” of the Company unless either, (a) a successor company refuses to assume the outstanding awards or substitute awards with the same material terms and conditions (including vesting) or (b) within 18 months following a change of control, the NEO experiences a qualifying termination. In the event achievement of the applicable performance goals for the PSAs has not been determined prior to the change of control or qualifying termination, as applicable, such performance goals will be deemed achieved at target-level performance. For purposes of these agreements, change of control (as defined in the Existing2022 Omnibus Plan or the 2015 Plan)Plan, as applicable) generally means any of the following: (i) during any period of 24 months, our directors on the first day of such period (the “Incumbent Directors”) no longer constitute a majority of our directors (provided that any director supported by a majority of the Incumbent Directors will be considered an Incumbent Director); (ii) completion of a merger, sale of substantially all of the assets of or similar transaction involving the Company, following which the Company’s stockholders hold 50% or less of the combined voting power of the surviving entity; (iii) our stockholders approve a plan of complete liquidation or dissolution; or (iv) any person or entity becomes the beneficial owner of 30% or more of the combined voting power of the Company.


The Cable One Executive Severance Plan provides for severance payments in the event of a termination of employment of an NEO that constitutes a “Qualifying Event” during the period commencing three months prior to the date upon which a “change of control” occurs and ending 18 months following the date upon which the change of control occurred (the “Protection Period”). If benefits under the Cable One Executive Severance Plan are triggered: (i) the Company’s CEO, COO and CFO would be eligible to receive a lump sum cash payment equal to 2.5 times such officer’s base salary and target annual cash incentive bonus; and (ii) the other NEOs would be eligible to receive a lump sum cash payment equal to two times their base salary and target annual cash incentive bonus. Additionally, participants in the Cable One Executive Severance Plan would be eligible to receive a pro-rated annual cash incentive bonus payment at target for the year in which their termination occurs and a lump sum cash payment equal to 18 times the monthly premium required to continue group health care coverage based on monthly COBRA premiums in effect at the time of termination of employment.

As defined in the Cable One Executive Severance Plan, “Qualifying Event” includes any one of the following: (a) the Company’s termination of the participant’s employment without “Cause” during a Protection Period, or (b) in the case of participants who are “c-suite” officers (including the CEO, COO and the CFO of the Company) or senior vice presidents of the Company, the participant’s voluntary termination of employment for “Good Reason” during a Protection Period; “Cause” means any of the following: (i) fraud, misappropriation, dishonesty, theft, embezzlement or intentional misuse of Company funds or property, (ii) failure by the executive to substantially perform his or her duties, (iii) a conviction or plea of guilty or no contest to a felony or crime of moral turpitude, (iv) bad faith actions that result in a material detriment to the Company, (v) material non-compliance of Company policies and guidelines, including misconduct, or a grossly negligent failure to supervise, that resulted in a material violation of Company policies and guidelines that had a significant negative impact on the Company, and (vi) material breach of any restrictive covenant provision contained in any agreement between the participant and the Company; and “Good Reason” means any of the following: (i) a material reduction in base salary or target bonus opportunity; (ii) a material diminution of the executive’s title, duties or responsibilities; or (iii) required relocation of the executive by more than 50 miles. For purposes of the Cable One Executive Severance Plan, “change of control” generally has the same meaning as in the 2022 Omnibus Plan and the 2015 Plan.


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Potential Payments upon Termination or Change of Control
The following table shows potential payments our NEOs would receive upon a qualifying termination of employment in various circumstances, including a qualifying termination of employment within 18 months following a change of control, in each case assuming that the qualifying termination or change of control occurred on December 31, 2022, except for Mr. Cochran who stepped down from his position as our CFO on July 1, 2022, as discussed in more detail above. In the event of a change of control without a qualifying termination (i.e., a single-trigger event), and assuming the successor company assumes any outstanding awards on the same material terms and conditions, our NEOs would not be entitled to any payments or benefits. Actual payments will only be determined upon the occurrence of any such event. For purposes of the values in this table, the intrinsic value of SARs and the value of PSAs and RSAs (including accrued dividends) are based on the closing price of a share of our common stock on December 30, 2022, the last trading day of 2022, which was $711.86.
Name 
Accelerated Equity Vesting
($)
 
Cash Severance
($)
Total
($)
Julia M. Laulis (1)
 
Termination without Cause or for Good Reason (2)
788,414 —788,414
Death or disability (2)
788,414—788,414
Termination without Cause or for Good Reason on or following a change of control (3)
2,519,0685,333,9447,853,012
Todd M. Koetje  
Termination without Cause or for Good Reason (2)
23,226—23,226
Death or disability (2)
23,226—23,226
Termination without Cause or for Good Reason on or following a change of control (3)
537,9541,735,1942,273,148
Michael E. Bowker  
Termination without Cause or for Good Reason (2)
342,544—342,544
Death or disability (2)
342,544—342,544
Termination without Cause or for Good Reason on or following a change of control (3)
1,064,7062,442,0883,506,794
Kenneth E. Johnson  
Termination without Cause or for Good Reason (2)
239,937—239,937
Death or disability (2)
239,937—239,937
Termination without Cause or for Good Reason on or following a change of control (3)
774,1551,161,9941,936,149
Eric M. Lardy
Termination without Cause or for Good Reason (2)
282,707—282,707
Death or disability (2)
282,707—282,707
Termination without Cause or for Good Reason on or following a change of control (3)
823,6221,161,9941,985,616
—–—–—
(1)
The amounts in this table exclude any payments for Ms. Laulis under the Cable One SERP and Cable One DC SERP which are described above under “Retirement Benefits” and the related Pension Benefits and Nonqualified Deferred Compensation tables.


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(2)Special vesting rules apply in the event of death, disability or a qualifying termination. The amounts in this row represent the value of the pro-rata portion of outstanding SARs, PSAs and RSAs granted prior to 2022 that would accelerate vesting upon a qualifying termination or in the event of death or disability on December 31, 2022, for each NEO. PSAs and RSAs granted in 2022 would be forfeited upon such qualifying termination because such event would have occurred prior to the first anniversary of grant date. The value of PSAs is reflected at the actual level of achievement of the applicable performance metrics if certified by the C&TM Committee as of December 31, 2022 or based on the estimated level of achievement as of December 31, 2022 if not certified by the C&TM Committee as of December 31, 2022. The PSAs granted in 2020 and 2021 were both earned at 200.0% of target but were subject to service-based vesting requirements as of December 31, 2022.
(3)The accelerated equity vesting amounts in this row represent the value of all outstanding SARs, PSAs and RSAs for each NEO that would accelerate vesting and become exercisable, if applicable, upon a qualifying termination within 18 months following a change of control on December 31, 2022. The value of the PSAs granted in 2020, 2021 and 2022 are reflected at the actual level of achievement of the applicable performance metrics. The cash severance amounts in this row represent lump sum cash payment equal to (i) 2.5 times of each officer’s base salary and target annual cash incentive bonus with respect to the CEO, COO and CFO; and (ii) two times their base salary and target annual cash incentive bonus with respect to the other NEOs. All the NEOs are also eligible for a pro rata bonus based on the Company’s actual performance for the year in which termination occurs, amounts reflect termination occurred on December 31, 2022, and a lump sum cash payment equal to 18 times the monthly premium required to continue group health care coverage based on monthly COBRA premiums.
Clawback Policy –Restrictive Covenants and Release

The

Our annual cash incentive program and our PSA, RSA and SAR award agreements containare subject to our Clawback Policy (described in further detail under “Compensation Discussion and Analysis—Corporate Governance Policies—Clawback Policy”above). The Clawback Policy contains restrictive covenants that (i) obligate theeach 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 provide 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. In addition, under the applicable award agreements, accelerated vesting of PSAs, RSAs and SARs upon a termination due to disability, by the Company without “Cause” or by the NEO for “Good Reason” is subject to execution of a general release of claims in favor of the Company and its affiliates.


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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 2022, annual total compensation for our CEO, as reported in the 2022 Summary Compensation Table, was $4,796,029. The following table shows potential payments2022 annual total compensation for our NEOs would receive upon a qualifying terminationmedian employee was $57,391. Based on this information, the ratio of employment in various circumstances, including a qualifying termination of employment within 18 months following a change of control, in each case assuming that the qualifying termination or change of control occurredour CEO’s annual total compensation to our median employee’s total compensation for 2022 was 84 to 1.

We identified our median employee on December 31, 2016. In2022. To identify the eventmedian 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:
■We selected December 31, 2022, as the date upon which we would determine out employee population used to identify our median employee. As of December 31, 2022, we had approximately 3,132 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.
■In identifying our 2022 median employee from our employee population, we calculated the total cash compensation of each employee of ours and our subsidiaries included in the employee population described above, for the 12-month period that ended on December 31, 2022. Total cash compensation for these purposes included base salary or wages, overtime, bonus, and cash incentives/commissions and was calculated using internal payroll records. We annualized the compensation of any employee hired in 2022 that did not work the full year. We did not apply any cost-of-living adjustments as part of the calculation. Once we 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 Summary Compensation Table, resulting in annual total compensation of $57,391.

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 changelack of comparability across companies.


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PAY VERSUS PERFORMANCE

Overview

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 control without a qualifying termination (i.e.,competitive marketplace. Under our pay-for-performance philosophy, a single-trigger event),substantial portion of our executive officer compensation is at-risk and assuming the successor company assumes any outstanding awards on the same material terms and conditions, our NEOs would not be entitledtied to any payments or benefits. Actual payments will only be determined upon the occurrence of any such event. For purposes of the values in this table, the intrinsic value of SARsobjective performance goals. Both annual bonuses and the valuemajority of PSAs and RSAs (including accrued dividends)our annual equity incentive awards for executives are based on financial operating performance against pre-defined objective goals (with no discretion to increase payouts). Please read “Compensation Discussion and Analysis” for additional information about our executive compensation program.

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)
  
20224,796,029220,8181,661,147(376,571)49.0876.70234,118911,851
20214,327,8152,733,4492,093,8081,547,359119.69119.95291,824839,325
20203,731,80811,382,2251,643,4524,719,828150.30125.71304,391674,139
—–—–—
(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.

(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”:

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
($)
Compensation Actually Paid to PEO
($)
20224,796,029(3,030,759)(1,544,452)——220,818
20214,327,815(2,074,008)483,206(3,564)—2,733,449
20203,731,808(1,500,037)9,153,893(3,438)—11,382,225
—–—–—
(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.

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(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 held by our PEO and Non-PEOs.The amounts deducted or added in calculating the equity award adjustments are as follows:

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
($)
20222,046,260(3,535,473)—(55,239)——(1,544,452)
20212,662,699(2,179,493)————483,206
20203,646,6695,315,517—191,707——9,153,893

(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.

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

(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.

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

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(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:

Year
Average Reported
Summary Compensation Table Total for Non-PEO NEOs
($)
Less: Average Reported
Value of Equity Awards
($)
Average Equity
Award Adjustments
($) (a)
Average Compensation Actually Paid to Non-PEO NEOs
($)
20221,661,147(1,060,591)(977,127)(376,571)
20212,093,808(1,388,439)841,9901,547,359
20201,643,452(832,036)3,908,4124,719,828
—–—–—
(a)The amounts deducted or added in calculating the equity award adjustments are as follows:

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
($)
2022707,008(1,425,793)—(258,342)——(977,127)
20211,437,587(544,617)—(50,980)——841,990
20201,788,9182,040,134—79,360——3,908,412

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

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

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

(9)Adjusted EBITDA is our “Company-Selected Measure” for purposes of the SEC’s “pay versus performance” disclosure requirements pursuant to Item 402(v) of Regulation S-K. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income for both 2022 and 2021, which is the most directly comparable measure under GAAP.

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The Relationship Between Executive Compensation Actually Paid and Performance

Executive Compensation Actually Paid and Cumulative Company and Peer Group TSR. The following chart presents the closing priceamount 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 three-year period of 2020 through 2022. The cumulative TSR of our common stock over the three-year period of 2020 through 2022 was (51)%, while the cumulative TSR of our peer group presented for this purpose was (23)% over the same period. For comparison, over the longer-term, five-year period of 2018 through 2022, the cumulative TSR of our common stock was 5%, while the cumulative TSR of our peer group for this purpose was (3)% over the same period.

PvP Chart - TSR Comp.jpg

Executive Compensation Actually Paid and Net Income. The following chart presents 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 overthe three-year period of December 30, 2016,2020 through 2022.

PvP Chart - NI Comp.jpg

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Executive Compensation Actually Paid and Adjusted EBITDA. The following chart presents the last trading dayamount of 2016,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 three-year period of $621.73.

Name

 

Benefit

 

Termination

Without Cause or

for Good Reason (1)

  

Death or

Disability (2)

  

Termination Without

Cause or for Good
Reason on or

Following a Change

of Control (3)

 

Thomas O. Might

 

Accelerated Equity Vesting

 $2,509,674  $2,509,674  $9,607,666 

Julia M. Laulis

 

Accelerated Equity Vesting

 $1,194,014  $1,194,014  $4,257,293 

Kevin P. Coyle

 

Accelerated Equity Vesting

 $748,239  $748,239  $2,431,622 

Stephen A. Fox

 

Accelerated Equity Vesting

 $827,623  $827,623  $3,136,862 

Alan H. Silverman

 

Accelerated Equity Vesting

 $836,558  $836,558  $3,224,317 

2020 through 2022.

PvP Chart - AEBITDA Comp.jpg

Financial Performance Measures

We believe the following financial performance measures represent the most important financial performance measures used to link the compensation actually paid to our NEOs for fiscal year 2022 to our financial performance:

(1)

The amounts in this column represent the value of the pro-rata portion of outstanding SARs and outstanding Staking Shares granted prior to 2016 that would accelerate vesting upon a qualifying termination for each NEO. PSAs granted in 2016 would be forfeited upon such qualifying termination because it would have occurred prior to the first anniversary of grant.

■Residential data revenues;


(2)

The amounts in this column represent the value of the pro-rata portion of outstanding SARs and outstanding Staking Shares granted prior to 2016 that would accelerate vesting in the event of death or disability for each NEO. PSAs granted in 2016 would be forfeited upon such termination because it would have occurred prior to the first anniversary of grant.

■Business services revenues;


(3)

The amounts in this column represent the value of all outstanding SARs, Staking Shares and outstanding PSAs (based on the number of earned PSAs as of December 31, 2016) for each NEO, which would accelerate vesting and become exercisable, if applicable, upon a qualifying termination within 18 months following a change of control.

■Adjusted EBITDA;


■Adjusted EBITDA less capital expenditures; and

■Adjusted capital expenditures as a percentage of Adjusted EBITDA.


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PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2016

2022

We are asking stockholders to approve an advisory resolution on the compensation of our NEOs as reported in this Proxy Statement, commonly referred to as the “say-on-pay” vote. We are voluntarily conducting the say-on-pay vote at the Annual Meeting although we are not yet required to hold such a vote. Although the say-on-pay vote is advisory and therefore non-binding, on us, the Board and the CompensationC&TM Committee value the input of our stockholders and will review and consider the voting results when making future decisions regarding our executive compensation program. At our 2022 Annual Meeting, approximately 97% of the votes cast voted in favor of our say-on-pay proposal.
As described above in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee haswe have structured our executive compensation program to achieve the following key objectives:

■

Attract

■Aim to provide competitive total direct compensation to our executives in order to attract and retain highly qualifiedqualified and productive executives.

■

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

■

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

■

■Reflect our pay-for-performance philosophy.

■

■Ensure that total compensation opportunities are competitive.

We believe that our compensation programs have played a key role in our operating and financial success. We encourage stockholders to read the “Compensation Discussion and Analysis” section above, which provides an overview of our executive compensation policies and procedures, how they operate and are designed to achieve our pay-for-performance objectives and how they were applied for 2016.2022. The 20162022 Summary Compensation Table and other related compensation tables and narrative included in the “Executive Compensation” section of this Proxy Statement provide detailed information on the compensation of our NEOs. The CompensationC&TM Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of the NEOs reported in this Proxy Statement has contributed to our success.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on a non-binding advisory basis, the compensation ofpaid to our NEOs as disclosed in the Compensation Discussion and Analysis, the 20162022 Summary Compensation Table and the related compensation tables, notes and narrative in this Proxy Statement.”


THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE APPROVAL, OF THE COMPENSATION OF OUR NEOsFOR 2016 ON ANA NON-BINDING ADVISORY BASIS,.

OF NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.



66 | Cable One, Inc. ▪ 2023 Proxy Statement

Table of Contents
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

As required by Section 14A of


In addition to the Exchange Act, say-on-pay proposal above, we are asking stockholders to cast a non-binding, advisory vote on whether future say-on-pay votesthe frequency with which we should ask stockholders to approve an advisory resolution on NEO compensation, commonly known as a “say-on-frequency” proposal. Pursuant to Section 14A of the nature reflected in Proposal 3 should occurExchange Act, this non-binding vote is held at least once every one, two or threesix years.

After Our last say-on-pay frequency vote was held at the 2017 annual meeting, accordingly, we are again holding a say-on-frequency vote at the Annual Meeting.


The Board values stockholders’ opinions and believes it would benefit from direct, timely feedback on our executive compensation program. Accordingly, after careful consideration of this proposal, our Board has determined that an advisory vote to approve NEO compensation that occurs every year is the most appropriate policy for the Company at this time, and therefore the Board recommends that you vote for an annual non-binding advisory vote on NEO compensation. While our executive compensation programs are designed to promote a long-term connection between pay and performance, the Board recognizes that executiveNEO compensation disclosures are made annually. An advisory vote every year to approve NEO compensation would allow our stockholders to provide us with more frequent and timely feedback on our executive compensation philosophy, policies and practices as disclosed in our annual proxy statements.

Stockholders will be able to specify one of four options for this proposal: “1 year,” “2 years,” “3 years” or “abstain.” Stockholders are not voting to approve or disapprove the Board’s recommendation. Although the say-on-frequency vote is advisory and therefore non-binding on us, the Board and the CompensationC&TM Committee will review and consider the voting results as appropriate when adopting a policy ondetermining the frequency of future say-on-pay votes.votes to approve NEO compensation. To the extent one option from among “1 year”, “2 years”, or “3 years” receives the highest number of votes cast by stockholders, such frequency will be considered by the Board as our stockholders’ recommendation as to the frequency of future say-on-pay votes. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may decide that it is in the best interest of our stockholders and the Company to conduct more or less frequent advisory say-on-pay votes than the frequency recommended by our stockholders and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.


THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EVERY “1 YEAR” AS THE FREQUENCY FOR FUTURE ADVISORY VOTESTO APPROVE NAMED EXECUTIVE COMPENSATION.

OFFICER COMPENSATION.



PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED CABLE ONE, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN

Proposal Summary

On March 27, 2017, the Board approved, subject to the approval of our stockholders, the Amended and Restated

Cable One, Inc. 2015 Omnibus Incentive Compensation Plan. The 2015 Omnibus Plan is intended to replace the Existing 2015 Plan. The Existing 2015 Plan would be automatically terminated, replaced and superseded by the 2015 Omnibus Plan on the date on which the 2015 Omnibus Plan is approved by our stockholders, provided that any outstanding awards granted under the Existing 2015 Plan would remain in effect pursuant to their terms. If stockholder approval is not received, the Existing 2015 Plan will remain in place pursuant to its current terms and the changes described below will not be implemented.

We are seeking stockholder approval▪ 2023 Proxy Statement | 67

Table of the 2015 Omnibus Plan, which would (i) extend the term of the Existing 2015 Plan to May 2, 2027, (ii) amend the individual compensation limit for non-employee directors to $500,000 in cash or based on the grant date value of equity-based awards in any fiscal year and (iii) amend the minimum vesting provision to clarify that a non-employee director who serves his or her full term will be counted as having served for 12 months for purposes of such provision. We are not seeking approval of any additional shares for issuance under the 2015 Omnibus Plan, and the 2015 Omnibus Plan generally restates the term of the Existing 2015 Plan, except as noted above.

Stockholder approval of these amendments is sought to comply with the rules of the NYSE and the requirements of Section 162(m) of the Code, in order to preserve our ability to grant incentive awards that may qualify for a tax deduction, and the requirements of Section 422 of the Code for incentive stock options (“ISOs”) in order to qualify ISOs for special tax treatment.

Stockholder approval of the 2015 Omnibus Plan at the Annual Meeting will also constitute approval of (i) the performance criteria for performance-based awards that are intended to be deductible by us under Section 162(m) of the Code; (ii) the annual per-participant limits for awards under the 2015 Omnibus Plan; and (iii) the classes of employees eligible to receive awards under the 2015 Omnibus Plan.

We intend to grant cash and equity compensation to our executive officers, non-employee directors and certain other employees of the Company under the 2015 Omnibus Plan. The equity compensation granted under the Existing 2015 Plan is a mix of restricted stock, both service-based and performance-based, RSUs and SARs. As of March 17, 2017, we had 145,715 SARs (with weighted-average exercise price of $453.71 and weighted-average remaining contractual life of 8.7 years) outstanding under the Existing 2015 Plan, 45,271 shares of restricted stock (including both PSAs and RSAs, assuming maximum performance) outstanding under the Existing 2015 Plan and 4,584 RSUs (including deferred stock units (“DSUs”)) outstanding under the Existing 2015 Plan. In addition, as of March 17, 2017, a total of approximately 329,962 shares of common stock (excluding shares subject to outstanding SARs and RSUs and shares of restricted stock described in the previous sentence) remained available for future issuance under the Existing 2015 Plan.

Plan Summary

Purpose. The purpose of the 2015 Omnibus Plan would be to promote the interests of the Company and its stockholders by providing the employees, directors and consultants of the Company and its subsidiaries with incentives and rewards to encourage them to continue in the service of the Company and its subsidiaries and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

Eligible Participants.  Any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or its affiliates would be eligible to participate in the 2015 Omnibus Plan. We currently expect that awards will be generally limited to approximately 150 employees and non-employee directors (of whom there are currently seven eligible non-employee directors).

Effective Date. The 2015 Omnibus Plan would become effective on the date it is approved by stockholders and would remain in effect until May 2, 2027 unless it is terminated earlier by the Committee (as defined below) administering the 2015 Omnibus Plan.

Types of Awards. The 2015 Omnibus Plan would provide for the grant of options to purchase shares of our common stock, $0.01 par value (“Shares”), including stock options intended to qualify as ISOs under Section 422 of the Code and nonqualified stock options that are not intended to so qualify (“NQSOs”), SARs, restricted stock awards, RSUs, cash incentive awards, deferred share units, and other equity-based or equity-related awards (each, an “Award”). Awards (other than stock options or SARs) that would be structured to qualify as “qualified performance based compensation” under Section 162(m) of the Code are referred to under the 2015 Omnibus Plan as “Performance Compensation Awards.”

Administration. The 2015 Omnibus Plan would be administered by the Compensation Committee of the Board or such other committee as the Board may designate to administer the 2015 Omnibus Plan (the “Committee”). Subject to the terms of the 2015 Omnibus Plan and applicable law, the Committee would have the sole authority to: (i) take actions and make determinations that it deems necessary or desirable for the administration of the 2015 Omnibus Plan, (ii) designate Award recipients, (iii) determine the type of Awards, (iv) determine the number of Shares or dollar value to be covered by Awards, (v) determine the terms and conditions of any Award, (vi) determine the vesting schedules of Awards, which will provide for full vesting at least 12 months from the date of grant (provided that a non-employee director who serves his or her full term will count as 12 months for this purpose), except with respect to performance-based Awards, cash incentive Awards or Shares in a fixed pool of unrestricted Shares of common stock) (the “Unrestricted Pool”) and establish performance criteria for Awards and determine whether, and to what extent, the performance criteria have been attained, (vii) determine the methods by which and to what extent Awards may be settled, exercised, canceled, forfeited or suspended and determine whether Awards may be exercised or settled in cash, Shares, other securities or other Awards, (viii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards or other property will be deferred, (ix) interpret or reconcile any inconsistency in and correct any default in the 2015 Omnibus Plan, (x) establish, amend, suspend or waive rules and regulations and appoint agents as the Committee deems appropriate for proper administration of the 2015 Omnibus Plan, (xi) accelerate the vesting or exercisability of, payment for, or lapse of restrictions on, Awards (other than during the first 12 months following the grant date) and (xii) amend an outstanding Award or grant a replacement Award if the Committee determines the tax consequences of the Award differ from the consequences expected to occur or changes to tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated.

Share Reserve.We are not seeking approval of any additional shares for issuance under the 2015 Omnibus Plan. Subject to adjustment as provided below, the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the 2015 Omnibus Plan would be equal to the number of Shares remaining available for future issuance under the Existing 2015 Plan as of the date the 2015 Omnibus Plan is approved by our stockholders, regardless of whether such Shares are subject to outstanding awards as of May 2, 2017 (the “Share Pool”). Shares granted under the 2015 Omnibus Plan would consist, in whole or in part, of authorized and unissued Shares or of treasury Shares. The number of Shares remaining available for future issuance under the Existing 2015 Plan as of the date the 2015 Omnibus Plan is approved will be equal to 329,962 shares of common stock less (A) one Share for every Share that was subject to a stock option or stock-settled SAR granted under the Existing 2015 Plan after March 17, 2017and prior to the date the 2015 Omnibus Plan is approved by stockholders and two Shares for every Share that was subject to an Award other than a stock option or stock-settled SAR granted under the Existing 2015 Plan after March 17, 2017 and prior to the date the 2015 Omnibus Plan is approved by stockholders plus (B) one Share for every Share not issued with respect to any stock option or stock-settled SAR granted under the Existing 2015 Plan, and two Shares in respect of every Share that was not issued with respect to any Award (other than a stock option or stock-settled SAR) granted under the Existing 2015 Plan, in each case that was forfeited, or otherwise terminated or was canceled without delivery of Shares, or was settled other than wholly through delivery of Shares, after March 17, 2017 and prior to the date the 2015 Omnibus Plan was approved by stockholders. No fractional Shares would be issued or delivered under the 2015 Omnibus Plan or any Award. The Committee shall determine whether cash, other securities or other property would be paid or transferred in lieu of any fractional Shares or whether fractional Shares or any rights thereto would be canceled, terminated or otherwise eliminated.

Share Counting Rules.  Each Share with respect to which a stock option or stock-settled SAR granted under the 2015 Omnibus Plan would reduce the Share Pool by one Share. Each Share with respect to which any other Award denominated in Shares is granted under the 2015 Omnibus Plan would reduce the Share Pool by two Shares. Upon exercise of a stock-settled SAR, the Share Pool would be reduced by the Share for each Share with respect to which such stock-settled SAR is exercised regardless of the number of Shares actually delivered upon settlement of such stock-settled SAR. Awards that are required to be settled in cash would not reduce the Share Pool. After the effective date of the 2015 Omnibus Plan, if any Award granted under the 2015 Omnibus Plan or the Existing 2015 Plan were forfeited or otherwise expired, terminated or were canceled without the delivery of all shares subject thereto, or were settled other than by the delivery of shares (including cash settlement), then the number of shares subject to such Award that were not issued would not be treated as issued for purposes of reducing the Share Pool. No Shares that were surrendered or tendered to us in payment of the exercise price of an award or any taxes required to be withheld in respect of an award would become available again to be delivered pursuant to awards under the 2015 Omnibus Plan.

Other Plan Limits.  The maximum aggregate number of Shares in the Share Pool that may be issued pursuant to ISOs would be 329,962 (the “ISO limit”). The maximum aggregate number of Shares with respect to which Awards may be granted in any fiscal year to any participant for Awards that would be intended to qualify as a Performance Compensation Award and be settled in Shares would be 50,000 (or the cash equivalent based on the Fair Market Value (as defined below) of a Share on the date of payment in the case of Performance Compensation Awards that are denominated in Shares but settled in cash). The maximum amount that may be payable pursuant to Performance Compensation Awards that are cash-based Awards granted to any employee under the 2015 Omnibus Plan during any fiscal year would be $15,000,000.

Limit for Non-Employee Directors. The aggregate grant date fair value of Awards (including Share-based and cash-based Awards) that may be granted under the 2015 Omnibus Plan to non-employee directors for service as director during any fiscal year may not exceed $500,000. Any amounts payable in respect of an Award would be counted in the fiscal year earned (not the fiscal year paid), and any interest or other earnings (including dividends that are not included in the grant date fair value of such Award) on any such compensation would not count towards the limit for non-employee directors.


Changes in Capitalization. In the event of any extraordinary dividend or distribution (whether in cash, Shares, other securities or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee would equitably adjust any or all of (i) the number and class of Shares that thereafter may be made the subject of Awards (including the Share Pool, the ISO limit, the annual individual share limit and the Unrestricted Pool) and (ii) the terms of any outstanding Award, including the exercise price and the number or kind of Shares or other securities of the Company or other property subject to outstanding Awards.

In the event the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares, including any Change of Control as defined below, the Committee would in its discretion be permitted to make the equitable adjustments described above and (i) make cash payment to Award holders in exchange for the cancellation of the Award (including, in the case of options and SARs, the excess of the Fair Market Value over the exercise price) and (ii) cancel and terminate without payment any option or SAR having a per-Share exercise price greater than or equal to the Fair Market Value of the Shares subject to the Award.

Description of Awards

Stock Options. A stock option is a right to purchase Shares in the future at an exercise price determined by the Committee at the date of grant. Generally, the per-Share exercise price for stock options would not be less than the Fair Market Value (as defined below) on the date of grant (and not less than 110% of such Fair Market Value for ISO grants made to holders of more than 10% of the Company’s voting power). However, in the case of certain Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by, or that combines with, the Company or its affiliates (“Substitute Awards”), options would be permitted to be granted with a per-Share exercise price that is less than 100% of the Fair Market Value per-Share on the date of grant. The terms and conditions of stock options (including exercise price and vesting) would be determined by the Committee subject to limits set forth in the 2015 Omnibus Plan, including the 2015 Omnibus Plan’s 12-month minimum vesting provision, and as set forth in the applicable Award agreement. All stock options granted under the 2015 Omnibus Plan would be NQSOs unless the applicable Award agreement expressly states that the stock option is intended to be an ISO. All terms and conditions of all grants of ISOs would be subject to Section 422 of the Code and the regulations promulgated thereunder. The maximum term for an option is 10 years.

For purposes of the 2015 Omnibus Plan, “Fair Market Value” would mean with respect to Shares on a given date, (i) if there is a public market for the Shares and the Shares are listed on the NYSE or another national stock exchange or quotation system, the closing sale price of the Shares on such date as reported by the exchange or quotation system for such date or, if there were no sales on such date, then the immediately preceding date on which sales of the Shares have been so reported, and (ii) if there is no public market for the Shares on such date, the Fair Market Value would be the value determined by the Committee in good faith.

The exercise price of a stock option would be permitted to be paid with cash or its equivalent (e.g., check) or, in the sole and plenary discretion of the Committee, (1) by exchanging Shares owned by the participant (which are not the subject of any pledge or other security interest), (2) if there is a public market for the Shares at the time of exercise (subject to any rules that the Committee has established), through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the stock option and to deliver cash promptly to the Company an amount equal to the aggregate exercise price, (3) by having the Company withhold the number of Shares from the Shares otherwise issuable pursuant to the exercise of the stock option or (4) through any other method (or combination of methods) that the Committee approves, so long as the combined value of all cash and cash equivalents and the Fair Market Value of any Shares tendered to the Company, together with any Shares withheld by the Company as described above, as of the date of the tender, is equal to the aggregate exercise price and the amount of any Federal, state, local or foreign income or employment taxes required to be withheld.

SARs. A SAR is an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal to the appreciation of the Fair Market Value of a Share over an exercise price. The per-Share exercise price of a SAR would not be less than the Fair Market Value per Share on the date of grant, except for Substitute Awards. Subject to the 2015 Omnibus Plan’s 12-month minimum vesting provision, each SAR would be vested and exercisable at such time, in such manner and subject to such terms and conditions as the Committee may, in its discretion, specify in the applicable Award agreement or thereafter. Upon exercise of a SAR, the holder would receive the value of the appreciation in the Share subject to the SAR over the exercise price. SARs would be permitted to be settled in cash, Shares, other securities, other Awards, other property or a combination of any of the foregoing, as determined by the Committee. The maximum term for a SAR is 10 years.


Restricted Stock. A share of restricted stock would be an actual Share granted under the 2015 Omnibus Plan that would be subject to certain transfer restrictions, forfeiture provisions and/or other terms and conditions specified in the 2015 Omnibus Plan and in the applicable Award agreement. The terms and conditions of restricted shares would be determined by the Committee and set forth in the applicable Award agreement, including the vesting schedule (subject to the 2015 Omnibus Plan’s 12-month minimum vesting provision), vesting criteria, term and methods and form of settlement. Restricted shares would be evidenced in such manner as the Committee may determine. If certificates representing restricted stock are registered in the name of the applicable participant, the certificates would bear an appropriate legend referring to the terms, conditions and restrictions applicable to restricted stock, and the Company would, at its discretion, retain physical possession of the certificates until all applicable restrictions lapse.

RSUs. An RSU is an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the applicable Award agreement. Each RSU would be granted with respect to a specified number of Shares (or a number of Shares determined pursuant to a specified formula) or would have a value equal to the Fair Market Value of a specified number of Shares (or a number of Shares determined pursuant to a specified formula). RSUs would be permitted to be settled in cash, Shares, other securities, other Awards or other property (as determined by the Committee) upon the lapse of restrictions applicable to such RSUs or in accordance with the applicable Award agreement. The terms and conditions of RSUs, would be determined by the Committee and set forth in the applicable Award agreement, including the vesting schedule (subject to the 2015 Omnibus Plan’s 12-month minimum vesting provision), vesting criteria, term and methods and form of settlement.

Performance Units. A performance unit is an Award that has an initial value that would be established by the Committee (or that would be determined by reference to a valuation formula specified by the Committee or the Fair Market Value of Shares) at the time of the grant. When granting a performance unit, the Committee would set performance goals that, depending on the extent to which they are met during a specified performance period, would determine the number and/or value of performance units that would be paid out to a participant.

Performance units, when earned, would be permitted to be settled in cash, Shares or any combination thereof that has an aggregate fair market value equal to the value of the earned performance units at the close of the applicable performance period. The form and timing of payout of performance units would be determined by the Committee and set forth in the applicable Award agreement. If a performance unit were intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the requirements described in the section entitled “Performance Compensation Awards” below would be required to be satisfied.

Cash Incentive Awards. A cash incentive award is an Award payable to a participant in cash, which, in the sole discretion of the Committee, may be payable upon the attainment of performance goals that would be established by the Committee. Each cash incentive award would have an initial value that would be established by the Committee at the time of grant. The Committee would set performance goals or other payment conditions in its discretion, which, depending on the extent to which they are met during a specified performance period, would determine the amount and/or value of the cash incentive award that would be paid to the participant. After the applicable vesting period had ended, the holder of a cash incentive award would be entitled to receive a payout of the amount of the cash incentive award earned by the participant over the specified vesting period, which in the case of any cash incentive award subject to performance goals, would be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding performance goals or other conditions to payment have been achieved. If a cash incentive award were intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the requirements described in the section entitled “Performance Compensation Awards” below would be required to be satisfied.

Other Stock-Based Awards. An other stock-based award is an equity-based or equity-related compensation Award not previously described above. Outright grants of fully vested Shares and deferred Share units (i.e. promises to deliver Shares) (whether payable in cash, equity or otherwise) would constitute other stock-based awards. The Committee would determine the amounts and terms and conditions of any such Awards, provided that they comply with applicable laws.

Performance Compensation Awards. The Committee would be permitted to designate any Award (other than stock options and SARs, for which no such designation is necessary) as a Performance Compensation Award in order for such Award to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee would, in its sole discretion, designate participants who would be eligible to receive a Performance Compensation Award in respect of a specified performance period within the first 90 days of such performance period (or, if shorter, within the maximum period allowed by Section 162(m) of the Code). The Committee would determine (i) the length of performance periods, (ii) the types of Performance Compensation Awards to be issued, (iii) the performance criteria that would be used to establish the performance goals, (iv) the performance formula used to determine whether a Performance Compensation Award had been earned for the performance period, and (v) such other terms and conditions that are consistent with the characterization of the Award as “qualified performance-based compensation” under Section 162(m) of the Code.


The performance measure or measures used to determine whether a Performance Compensation Award had been earned would be based on an objective formula measuring the attainment of specific levels of performance of the Company and/or any of its affiliates, subsidiaries, divisions, operational units, or any combination of the foregoing, and would be limited to the following: (A) share price; (B) net income or earnings before or after taxes (including earnings before interest, taxes, depreciation and/or amortization (“EBITDA”)); (C) adjusted EBITDA (D) earnings per share (including specified types or categories thereof); (E) cash flow (including specified types or categories thereof); (F) revenues (including specified types or categories thereof); (G) return measures (including specified types or categories thereof); (H) stockholder return measures (including specified types or categories thereof); (I) sales or product volume; (J) working capital; (K) gross or net profitability/profit margins (including profitability of an identifiable business unit or product); (L) earnings from continuing operations; (M) costs (including specified types or categories thereof) and cost reduction goals; (N) budget comparisons; (O) implementation or completion of critical projects; (P) market share (in the aggregate or by segment); (Q) the formation of joint ventures, research or development collaborations, or the completion of other transactions; (R) economic value; (S) enterprise value; (T) book, economic book or intrinsic book value (including book value per share); (U) improvements in capital structure; (V) customer satisfaction survey results; (W) operating income; (X) product unit and pricing targets; (Y) combined ratio; (Z) operating ratio; (AA) leverage ratio; (BB) credit rating; (CC) borrowing levels; (DD) objective measures of productivity or operating efficiency; (EE) expenses (including specified types or categories thereof); (FF) product unit and pricing targets; (GG) safety and accident rates; (HH) days sales outstanding; (II) operating metrics relating to sales, installations or customer service or satisfaction; (JJ) capital spending management, network upgrades or product or service deployments; and (KK) market share or penetration, subscriber or customer acquisition or retention, ratings or viewership. Such performance criteria would be permitted to be applied on an absolute basis and/or be relative to one or more peer companies of the Company or indices or any combination thereof.

Requirements to Receive Payment for 162(m) Awards.  Except as otherwise permitted by Section 162(m) of the Code, in order to be eligible for payment in respect of a Performance Compensation Award for a particular performance period, participants would be required to be employed by us on the last day of the performance period, the performance goals for such period are required to be satisfied and certified by the Committee and the performance formula must determine that all or some portion of the Performance Compensation Award has been earned for such period.

The Committee would be permitted to adjust or modify the calculation of performance goals for a performance period, to the extent permitted under Section 162(m) of the Code, which generally would be permitted in the event of, or in anticipation of (but not limited to): (i) any unusual, non-recurring or infrequently occurring items, transactions, events or developments affecting the Company or any of its subsidiaries, affiliates, divisions or operating units (to the extent applicable to such performance goal), or the financial statements of the Company or any of its affiliates, subsidiaries, divisions or operating units (to the extent applicable to such performance goal, or (ii) changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions.

Committee Negative Discretion.  In determining the actual size of an individual Performance Compensation Award for a performance period, the Committee would have full and plenary authority to reduce or eliminate the amount of the Award earned, even if applicable performance goals had been attained. The Committee would not however, have authority to: (i) grant or provide payment in respect of Performance Compensation Awards for a performance period if the performance goals for such performance period had not been attained, (ii) increase a Performance Compensation Award, or (iii) increase a Performance Compensation Award above the maximum Plan limitations described above in the Share Reserve and Other Plan Limits sections, except as permitted by Section 162(m) of the Code.

Form of Payment.  Performance Compensation Awards (other than restricted shares, RSUs and other stock-based awards) would be permitted to be paid in cash or in restricted stock, RSUs or fully vested Shares of equivalent value and would be paid on the terms determined by the Committee in its discretion. Any Shares of restricted stock or RSUs would be subject to the terms of the 2015 Omnibus Plan or any successor equity compensation plan and any applicable Award agreement. The number of Shares of restricted stock, RSUs or fully vested Shares that would be equivalent in value to a particular dollar amount would be determined in accordance with a methodology specified by the Committee within the first 90 days of a plan year (or, if shorter, the maximum period allowed under Section 162(m) of the Code).


Dividends and Dividend Equivalent Rights. A dividend equivalent right would entitle the holder to receive cash, Shares, other securities, other Awards or other property (as set forth in the applicable Award agreement), the value of which would be based on the cash dividends paid on Shares that are subject to another Award or on Shares that otherwise had not been issued to the participant. The Committee would be permitted to provide for the payment of dividends or dividend equivalent rights on Awards denominated in Shares that are not options or SARs, including by (i) payment directly to the participant, (ii) withholding of such amounts by the Company subject to vesting of the Award or (iii) reinvestment in additional Shares, Shares of restricted stock or other Awards. A participant would only be eligible to receive dividends or dividend equivalents in respect of any such Award only to the extent the applicable vesting criteria for such Award have been satisfied, and in the case of any Performance Compensation Award, Performance Unit or other performance-based Award to the extent that (A) the performance goals for the relevant performance period had been achieved and (B) the performance formula as applied against such performance goals determines that all or some portion of such Award had been earned.

Change of Control. In the event of a Change of Control (as defined below), unless provision were made in connection with the Change of Control for assumption of, or substitution for, Awards previously granted:

■

any options and SARs outstanding as of the date the Change of Control was determined to have occurred would become fully exercisable and vested, as of immediately prior to the Change of Control;

■

all performance units, cash incentive awards and other awards designated as Performance Compensation Awards would be paid out as if the date of the Change of Control were the last day of the applicable performance period and “target” performance levels had been attained; and

■

all other outstanding awards would automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto would lapse as of immediately prior to such Change of Control.

Unless otherwise provided in an award Agreement, a “Change of Control” would be defined to mean any of the following events, generally:

■

during any consecutive 24-month period, a change in the composition of a majority of the Board, as constituted on the first day of such period, that was not supported by a majority of the incumbent Board;

■

consummation of certain mergers, consolidations or statutory share exchanges or similar form of corporate transaction of the Company (or any of its subsidiaries, if voting securities are issuable) or a sale or other disposition of all or substantially all of its assets to an unaffiliated entity, following which the Company’s stockholders hold 50% or less of the combined voting power of the surviving entity;

■

stockholder approval of a complete liquidation or dissolution of the Company; or

■

the acquisition by any individual, entity or group (other than the Company or any subsidiary or affiliate and certain individuals or groups as provided in the 2015 Omnibus Plan) of beneficial ownership of at least 30% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors.

Amendment and Termination. Our Board may amend, suspend or terminate the 2015 Omnibus Plan, subject to approval of our stockholders if required by the applicable stock exchange listing rules or by applicable law. No such amendment, suspension or termination of the 2015 Omnibus Plan that would materially impair the rights of a holder of an outstanding award would be permitted to be taken without the holder’s consent. No amendment would be permitted to reduce the exercise price of an option or SAR, reprice the option or SAR under GAAP or repurchase or cancel an option or SAR at a time when its exercise price is greater than the fair market value of the underlying Shares, without the prior approval of stockholders.

Assignability. Except as otherwise specified in an Award agreement, Awards granted under the 2015 Omnibus Plan would not be permitted to be assigned, alienated, pledged, attached, sold or otherwise transferred, other than following the death of a participant by will or the laws of descent.


Equity Compensation Plan Information

The following table shows certain information as of December 31, 2016 concerning our compensation plans under which equity securities of the Company are authorized to be issued.

Plan Category

 

Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (1)

(a)

  

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1)

(b)

  

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

(c)

 

Equity compensation plans approved by security holders

  47,219  $426.80   365,117 

Equity compensation plans not approved by security holders

  —   —   — 

Total

  47,219  $426.80   365,117 

(1)

Column (a) includes 4,580 Shares underlying outstanding RSUs and DSUs and 42,639 Shares to be issued upon exercise of outstanding SARs. Because there is no exercise price associated with RSUs, these stock awards are not included in the weighted-average exercise price calculation presented in column (b). The SARs are exercisable for Shares with a value equal to the increase in the fair market value of our common stock over the exercise price. For the purposes of calculating the number of Shares to be issued upon exercise of the SARs, we have used the closing price of a Share as reported by the NYSE as of December 30, 2016, the last trading day of 2016 ($621.73).

New Plan Benefits

The amounts of future grants under the 2015 Omnibus Plan are not determinable as awards under the 2015 Omnibus Plan will be granted at the sole discretion of the Committee, or other delegated persons and we cannot determine at this time either the persons who will receive awards under the 2015 Omnibus Plan or the amounts or types of any such awards. For more information regarding the annual long-term incentive targets of our NEOs, please see the section entitled “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Annual Equity Incentive.”

Additional Information Regarding the 2015 Omnibus Plan

The following table lists each NEO named in the 2016 Summary Compensation Table, each director nominee, all current executive officers as a group, all current directors (other than executive officers) as a group, each associate of the foregoing persons, each other person who received at least five percent of the options under the Existing 2015 Plan, and all current employees of the Company (other than executive officers) as a group, indicating, as of March 17, 2017, the aggregate number of SARs granted under the Existing 2015 Plan to each of the foregoing since the inception of the Existing 2015 Plan in 2015. The fair market value per Share on March 17, 2017 was $645.10.


OUTSTANDING AWARDS

Name and Principal Position

 

SARs Granted
Under the Existing 2015 Plan
from Inception

  

Weighted Average
Exercise Price

 

Thomas O. Might, Executive Chairman

  33,900  $422.31 

Julia M. Laulis, President and Chief Executive Officer

  18,300  $476.23 

Kevin P. Coyle, Senior Vice President and Chief Financial Officer

  4,500  $422.31 

Stephen A. Fox, Senior Vice President, Chief Network Officer

  11,900  $438.89 

Alan H. Silverman, Senior Vice President, General Counsel, and Secretary

  11,300  $422.31 

Naomi M. Bergman, Director

  —   — 

Brad D. Brian, Director

  —   — 

Thomas S. Gayner, Director

  —   — 

Deborah J. Kissire, Director

  —   — 

Alan G. Spoon, Director

  —   — 

Wallace R. Weitz, Director

  —   — 

Katharine B. Weymouth, Director

  —   — 

All Current Executive Officers as a Group (eight persons)

  106,175  $452.05 

All Current Directors (Other than Executive Officers) as a Group (seven persons)

  —   — 

Associates of Executive Officers, Directors and Director Nominees

  —   — 

All Current Employees (other than Executive Officers) as a Group (10 persons)

  39,000  $458.22 

U.S. Federal Income Tax Consequences

The United States federal income tax consequences of the issuance and/or exercise of option awards under the 2015 Omnibus Plan is as follows. The summary is based on the law as in effect on March 17, 2017. The summary does not discuss state or local tax consequences or non-U.S. tax consequences.

Incentive Stock Options. An ISO results in no taxable income to the optionee or a deduction to the Company at the time it is granted or exercised for regular federal income tax purposes. However, upon exercise, the excess of the fair market value of the Shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum taxable income of the optionee, if applicable. If the optionee holds the Shares received as a result of an exercise of an ISO for the later of two years from the date of the grant or one year from the date of exercise, then the gain realized on disposition of the Shares is treated as a long-term capital gain. If the Shares are disposed of during this period, however (i.e., a “disqualifying disposition”), then the optionee will include into income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the Shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the Shares over the option exercise price). Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the optionee. In the event of a disqualifying disposition, the Company will be entitled to a deduction, in the year of such a disposition, in an amount equal to the amount includible in the optionee’s income as compensation. The optionee’s tax basis in the Shares acquired upon exercise of an ISO is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition. Any further gain realized by the optionee will be taxed as short-term or long-term capital gain and would not result in any deduction by the Company. A disqualifying disposition occurring in the same calendar year as the year of exercise would eliminate the alternative minimum tax effect of the ISO exercise.

Special rules may apply where all or a portion of the exercise price of an ISO is paid by tendering Shares, or if the Shares acquired upon exercise of an ISO are subject to substantial forfeiture restrictions. The foregoing summary of tax consequences associated with the exercise of an ISO and the disposition of Shares acquired upon exercise of an ISO assumes that the ISO is exercised during employment or within three months following termination of employment. The exercise of an ISO more than three months following termination of employment will result in the tax consequences described below for NQSOs, except that special rules apply in the case of disability or death. An individual’s stock options otherwise qualifying as ISOs will be treated for tax purposes as NQSOs (and not as ISOs) to the extent that, in the aggregate, they first become exercisable in any calendar year for stock having a fair market value (determined as of the date of grant) in excess of $100,000.


NQSOs. An NQSO results in no taxable income to the optionee or deduction to the Company at the time it is granted. An optionee exercising an NQSO will, at that time, realize taxable compensation in the amount equal to the excess of the then fair market value of the Shares over the option exercise price. Subject to the applicable provisions of the Code, the Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation realized by the optionee. The optionee’s tax basis in Shares received upon exercise is equal to the sum of the option exercise price plus the amount includible in his or her income as compensation upon exercise.

Any gain (or loss) upon subsequent disposition of the Shares will be a long or short-term capital gain to the optionee (or loss), depending upon the holding period of the Shares. If an NQSO is exercised by tendering previously owned Shares in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new Shares equal to the number of previously owned Shares tendered will be considered to have been received in a tax-free exchange; the optionee’s basis and holding period for such number of new Shares will be equal to the basis and holding period of the previously owned Shares exchanged. The optionee will have compensation income equal to the fair market value on the date of exercise of the number of new Shares received in excess of such number of exchanged Shares; the optionee’s basis in such excess Shares will be equal to the amount of such compensation income, and the holding period in such Shares will begin on the date of exercise. The foregoing summary assumes that the Shares acquired upon exercise of an NQSO option are not subject to a substantial risk of forfeiture.

Section 162(m). Section 162(m) of the Code currently provides that if, in any year, the compensation that is paid to the Chief Executive Officer or to any of the three other most highly compensated executive officers (currently excluding the Chief Financial Officer) exceeds $1,000,000 per person, any amounts that exceed the $1,000,000 threshold will not be deductible by the Company for U.S. federal income tax purposes, unless the compensation qualifies for an exception to Section 162(m) of the Code. Certain performance-based awards under plans approved by stockholders are not subject to the deduction limit. Performance-based compensation is not subject to the deduction limit if certain requirements are met. One requirement is stockholder approval of (i) the performance criteria upon which performance-based awards may be based, (ii) the annual per-participant limits on grants and (iii) the class of employees eligible to receive awards. In the case of restricted shares, RSUs and similar awards, other requirements generally are that objective performance goals and the amounts payable upon achievement of the goals be established by a committee comprised solely of at least two outside directors, as defined under Section 162(m) of the Code, and that no discretion be retained to increase the amount payable under the awards. In the case of stock options and SARs, other requirements are that the option or SAR be granted by a committee of at least two outside directors and that the exercise price of the stock option or SAR be not less than the fair market value of the common stock on the date of grant. Stock options, SARs and Performance Compensation Awards that will be awarded under the 2015 Omnibus Plan are intended to be eligible for this performance-based exception.

Section 409A. Section 409A of the Code imposes restrictions on nonqualified deferred compensation. Failure to satisfy these rules will result in accelerated taxation, an additional tax to the holder of the amount equal to 20% of the deferred amount, and a possible interest charge. Stock options granted with an exercise price that is not less than the fair market value of the underlying Shares on the date of grant will not give rise to “deferred compensation” for this purpose unless they involve additional deferral features. Stock options that will be awarded under the 2015 Omnibus Plan are intended to be eligible for this exception. In addition, it is intended that the provisions of the 2015 Omnibus Plan comply with Section 409A of the Code, and all provisions of the 2015 Omnibus Plan will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under these rules.

THE FULL TEXT OF THE 2015 OMNIBUS PLAN IS ATTACHED TO THIS PROXY STATEMENT AS ANNEXB AND THE FOREGOING DISCUSSION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH TEXT.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED CABLE ONE, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN AS SET FORTH IN ANNEXB TO THIS PROXY STATEMENT.


DIRECTOR COMPENSATION

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

Component

 

Amount

 

Base Retainer

 $150,000 

Lead Independent Director or Committee Chair Retainer (“Additional Retainer”)

 $15,000 

Each such retainer is provided

Component
Amount
($)
Cash Compensation
Annual Cash Retainer (each non-employee director)90,000
Lead Independent Director30,000
Audit Committee Chair20,000
C&TM Committee Chair15,000
Executive Committee Chair(1)
10,000
Nominating and Governance Committee Chair(1)
10,000
Equity Compensation
Annual Equity Award155,000
—–—–—
(1)Payable only if the committee chair is a non-employee director other than the Lead Independent Director.
Under our current director compensation program, each non-employee director will receive an annual equity award grant in the form of RSUs.RSUs awarded under the 2022 Omnibus Plan with a grant date fair value of approximately $155,000. Such RSUs will generally be granted on the date of the Company’sour annual stockholder meeting of stockholders and will vest on the earlier of the first anniversary of the grant date or the date of the annual meeting of stockholders that immediately follows the grant date, subject to the non-employee director’s continued service through such vesting date. Settlement of such RSUs will be in the form of one share of our common stock and will follow vesting, unless the director has previously elected to defer such settlement. Non-employee directors may elect to defer the settlement of all or a portion of their RSUs until his or herthe earlier of separation from service from the Board.Board, a date specified by the director (if any) and a “change of control” of the Company (as defined above in the section entitled “Executive Compensation—Potential Payments Upon Termination or Change of Control”). Non-employee directors may also elect to defer all or a portion of their annual cash fees (including the annual cash retainer and any additional committee chair cash retainers or Lead Independent Director cash retainer) that will be converted to and deferred as RSUs. Dividends associated with RSUs are accrued and will be paid out in cash at the time of settlement, except that any dividends associated with RSUs granted prior to the 2017 annual grant of RSUs are converted into deferred stock units (“DSUs”) if the value of such dividends exceeds the value of a share of our common stock on the dividend payment date, which will be delivered at the time of settlement of the associated RSUs. Notwithstanding the foregoing, such RSUs will vest, and be settled, upon a Changechange of Controlcontrol of the Company (as defined above in “Executive Compensation—Potential Payments Upon Termination or Change of Control”).

Company.

Non-employee directors who serve as a committee chair or lead independent directorLead Independent Director for less than the full year, or who serve in multiple roles, will be eligible for the Additional Retaineradditional cash component for such partial service or additional roles on a case-by-case basis, as determined by the Board. We also reimburse our non-employee directors for out-of-pocket expenses forincurred related to the meetings they attended.

attend. Employee directors do not receive additional compensation for serving on the Board.

In determining our current annual compensation arrangements for non-employee directors, the Board considered an independent review conducted by FW Cook in 2022 of our non-employee director compensation program on behalf of the C&TM Committee and the Board. FW Cook compared each element of non-employee director compensation to that of a peer group comprised of the same companies disclosed for our 2022 NEO compensation peer group under “Compensation Discussion and Analysis—Our Executive Compensation Program and Practices—Use of Peer Companies.” In assessing the compensation provided to our non-employee directors, FW Cook utilized comparative data disclosed in peer companies’ publicly available proxy statements along with other documents filed with the SEC.
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. For 2022, our total annual base compensation value was generally in line with the peer median.

68 | Cable One, Inc. ▪ 2023 Proxy Statement
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Director Compensation Table

The following table shows the compensation earned or paid by Cable ONEto our non-employee directors during the fiscal year ended December 31, 2016 to its non-employee directors.

​

Director (1)

 

Stock Awards (2),(3)

  

All Other Compensation (4)

  

Total

 

Naomi M. Bergman

 $149,971  $2,120  $152,091 

Brad D. Brian

 $149,971  $2,120  $152,091 

Thomas S. Gayner

 $164,738  $950  $165,688 

Deborah J. Kissire

 $164,738  $2,628  $167,366 

Alan G. Spoon

 $149,971  $1,509  $151,480 

Wallace R. Weitz

 $164,738  $2,628  $167,366 

Katharine B. Weymouth

 $149,971  $442  $150,413 

2022.
Name (1)
 
Fees Earned or
Paid in Cash
($)
 
Stock Awards
($) (2)(3)
 
Total
($)
Brad D. Brian — 244,379244,379
Thomas S. Gayner —274,181274,181
Deborah J. Kissire 102,515154,972257,487
Mary E. Meduski —244,379244,379
Thomas O. Might 84,399154,972239,371
Kristine E. Miller —259,876259,876
Sherrese M. Smith —244,379244,379
Wallace R. Weitz —244,379244,379
Katharine B. Weymouth 84,399154,972239,371
—–—–—

(1)

Thomas O. Might, the Chairman of the Board and Executive Chairman, and Julia M.

(1)Our CEO, Ms. Laulis President, Chief Executive Officer and a director, areis not included in this table because each is an employee of the Company and receives noshe did not receive any additional compensation for his or her service as a director.on the Board. The compensation received by Mr. Might and Ms. Laulis (who was elected to the Board in 2017)for serving as employeesCEO is shown in the 20162022 Summary Compensation Table.

(2)

(2)Amounts in this column represent the grant date fair value of the RSU awards computed in accordance with FASB ASC Topic 718 and reflect an estimate of the grant date fair value of RSU grants made through the close of the 2016 fiscal year,during 2022, rather than the amounts paid to or realized by theour non-employee directors. There can be no assurance that estimatedthe amounts shown will be realized, and amounts could ultimately exceed the estimated amounts.these calculated fair values. The RSUs are scheduledeligible to vest on the earlier of the first anniversary of the grant date or the date of the Annual Meeting,annual meeting of stockholders that immediately follows the grant date, subject to the service-based vesting conditions and settlement dates described in the narrative above. See Note 11Amounts in this column include RSUs issued in lieu of the Notesannual cash fees for non-employee directors who elected to the Consolidated Financial Statements contained in our Annual Reportdefer all or a portion of such annual cash fees (based on Form 10-K, fileda May 2022 to May 2023 service year) and are eligible to vest on March 1, 2017, for a discussion of the assumptions used in valuation of the RSU awards.

May 19, 2023.


(3)

(3)The following table shows the aggregate number of unvested and outstanding RSUs held by each non-employee director atas of December 31, 2016.

2022.

Director

RSUs Outstandingat 12/31/2016

Naomi M. Bergman

Name

325

Unvested and Outstanding RSUs as of December 31, 2022

Brad D. Brian

325

205

Thomas S. Gayner

358

230

Deborah J. Kissire

358

130

Alan G. Spoon

Mary E. Meduski

325

205

Thomas O. Might

130
Kristine E. Miller218
Sherrese M. Smith205
Wallace R. Weitz

358

205

Katharine B. Weymouth

325

130

(4)

Amounts in this column represent the dollar value of dividend equivalents (based on the closing price per Share of our common stock on the dividend payment date) attributable to (i) RSUs granted under the Existing 2015 Plan that are not included in the grant date fair value of such RSU awards reported in the “Stock Awards” column ($508 each for Ms. Kissire and Messrs. Gayner and Weitz), and (ii) DSUs granted under the Existing 2015 Plan that were not included in the grant date fair value of such DSU awards in the applicable year in which they were reported in the “Stock Awards” column (Ms. Bergman - $2,120; Mr. Brian - $2,120; Mr. Gayner - $442; Ms. Kissire - $2,120; Mr. Spoon - $1,509; Ms. Weitz - $2,120; and Ms. Weymouth - $442).




Cable One, Inc. ▪ 2023 Proxy Statement | 69

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table providestables provide information regarding the beneficial ownership of our common stock as of March 10, 2017April 3, 2023 (except as otherwise indicated) by:

■

■each NEO in the 2022 Summary Compensation Table;
■each of our directors and nominees for director;

■

each executive officer named in the 2016 Summary Compensation Table;

■

■

all of our directors andexecutive officers and directors as a group; or

and

■

■each of our stockholders who we believe (based on the assumptions described below) will beneficially ownowns more than 5% of our outstanding common stock.

Except as otherwise noted in the footnotes below, each person or entity identified in the table below has sole voting and investment power with respect to the securities he, shethey or it holds, subject to applicable community property law.

Beneficial ownership is determined in accordance with theSEC rules of the SEC and includes voting or investment power with respect to the securities. Under such rules, a person is deemed to be the “beneficial owner” of stock if such person has (or shares) either investment power or voting power over such stock or has (or shares) the right to acquire such stock within 60 days by any of a number of means. The percentages shown are calculated based on 5,724,508 Shares5,699,027 shares outstanding on March 10, 2017.April 3, 2023. The numbers and percentages shown include Sharesshares actually owned on March 10, 2017April 3, 2023 (except as otherwise indicated) and Shares,shares, SARs (in the case of executive officers), and RSUs or DSUs (in the case of non-employee directors) that the identified person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all Sharesshares that the identified person or group had the right to acquire within 60 days of March 10, 2017April 3, 2023 upon the exercise of SARs or the delivery of RSUs or DSUs are deemed to be outstanding for the purpose of computing the percentage of Sharesshares owned by that person or group, but are not deemed to be outstanding for the purpose of computing the percentage of Sharesshares owned by any other person or group.

Name

 

Direct

Ownership

  

Exercisable

SARs (1)

  

RSUs / DSUs (2)

  

Total

Beneficial

Ownership

  

Percent

 

Directors and Named Executive Officers:

                    

Thomas O. Might (3)

  23,806   2,868   —   26,674   * 

Julia M. Laulis (4)

  7,462   1,125   —   8,587   * 

Kevin P. Coyle (5)

  3,446   —   —   3,446   * 

Stephen A. Fox (6)

  6,210   922   —   7,132   * 

Alan H. Silverman (7)

  3,794   956   —   4,750   * 

Naomi M. Bergman

  —   —   759   759   * 

Brad D. Brian

  —   —   759   759   * 

Thomas S. Gayner (8)

  5,773   —   358   6,131   * 

Deborah J. Kissire

  —   —   835   835   * 

Alan G. Spoon

  44   —   713   757   * 

Wallace R. Weitz

  —   —   835   835   * 

Katharine B. Weymouth

  4,721   —   325   5,046   * 

All directors and executive officers as a group, eliminating duplications (15 individuals)

  61,985   7,013   4,584   73,582   1.3% 

Name

 

Beneficial Ownership

  

Percent

 

Principal Stockholders:

        

Donald E. Graham (9)

  982,338   17.2% 

Daniel L. Mosley (10)

  501,834   8.8% 

T. Rowe Price Associates, Inc. (11)

  601,240   10.5% 

BlackRock, Inc. (12)

  422,782   7.4% 

The Vanguard Group (13)

  353,932   6.2% 

The address of each of our NEOs and directors identified in the table below is c/o Cable One, Inc., 210 E. Earll Drive, Phoenix, Arizona 85012.
Name 
Share
Ownership
 
Shares Underlying Exercisable
SARs (1)
 
RSUs and DSUs (2)
 
Total
Beneficial
Ownership
 Percentage Owned
NEOs and Directors:          
Julia M. Laulis (3)
 11,399 178 — 11,577 *
Todd M. Koetje (4)
860——860*
Michael E. Bowker (5)
 3,759 44 — 3,803 *
Kenneth E. Johnson (6)
 2,301 — — 2,301 *
Eric M. Lardy (7)
 2,168 178 — 2,346 *
Steven S. Cochran (8)
 2,296 — — 2,296 *
Brad D. Brian 690 — 1,156 1,846 *
Thomas S. Gayner (9)
 27,473 — 1,648 29,121 *
Deborah J. Kissire 100 — 1,611 1,711 *
Mary E. Meduski — — 572 572 *
Thomas O. Might 13,645 — 130 13,775 *
Kristine E. Miller 205 — 265 470 *
Sherrese M. Smith — — 400 400 *
Wallace R. Weitz 500 — 2,024 2,524 *
Katharine B. Weymouth — — 578 578 *
All executive officers and directors as a group, eliminating duplications (18 individuals) 68,166 4008,38476,950 1.3%
70 | Cable One, Inc. ▪ 2023 Proxy Statement
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Name 
Beneficial
Ownership
 
Percentage
Owned
Principal Stockholders:    
Daniel L. Mosley (10)
557,1149.8%
The Vanguard Group (11)
551,5509.7%
BlackRock, Inc. (12)
 508,1498.9%
Wellington Management (13)
 485,5498.5%
Donald E. Graham (14)
 479,9418.4%
—–—–—
*     Less than 1%.


(1)

(1)
For the executive officers, includes the net number of Sharesshares issuable upon exercise of vested SARs. Following vesting, upon exercise of a SAR, the holder would receive the value of the appreciation in the Shareshare subject to the SAR over the exercise price. For purposes of this column, the net number of Sharesshares issuable upon exercise has been calculated using the closing price of a Shareshare of our common stock as of March 10, 2017 ($638.32).

April 3, 2023, which was $680.35.

(2)

(2)For non-employee directors, includes the number of Sharesshares to be received at settlement upon the lapse of restrictions applicable to the RSUs orand DSUs per the terms of the non-employee director’s deferral election.

(3)

(3)The amount includes 10,270 Shares of restricted stock awarded to Mr. Might in accordance with the Existing 2015 Plan.

(4)

The amount includes 5,375 Shares2,981 shares of restricted stock awarded to Ms. Laulis in accordance with the Existing 2015 Plan and 1,377 Shares8,418 shares held in a trust with Ms. Laulis’ spouse, with whom Ms. Laulis shares voting and investment power.

(5)

(4)The amount includes 3,446 Shares829 shares of restricted stock awarded to Mr. CoyleKoetje in accordance with the Existing 2015 Plan.

(6)

(5)The amount includes 2,876 Shares1,249 shares of restricted stock awarded to Mr. FoxBowker in accordance with the Existing 2015 Plan and 2,609 Shares held in a trust with Mr. Fox’s spouse, with whom Mr. Fox shares voting and investment power.

Plan.

(7)

(6)The amount includes 3,446 Shares954 shares of restricted stock awarded to Mr. SilvermanJohnson in accordance with the Existing 2015 Plan.

(8)

(7)The amount includes 5,200 Shares962 shares of restricted stock awarded to Mr. Lardy in accordance with the 2015 Plan.
(8)According to information as of February 1, 2023 and available to the Company.

(9)The amount includes 26,700 shares of our common stock held for the account of a number of beneficial owners in which Mr. Gayner disclaims beneficial ownership.

(9)

Based on a Schedule 13D filed on July 2, 2015,

(10)According to information as amended, of March 23, 2023 and a Form 4 filed on November 28, 2016, Mr. Graham was deemedavailable to be the beneficial owner of 982,338 shares of our common stock. Based on the Schedule 13D, Mr. Graham has sole voting and investment power over 328,089 shares and shared voting and investment power over 685,849 shares. The address of Mr. Graham is 1300 North 17th Street, Arlington, Virginia 22209.

(10)

Based on a Schedule 13D filed on July 2, 2015, as amended,Company, Mr. Mosley, as a Trusteetrustee of various trusts, has shared voting and investment power with respect to these shares.shares of our common stock as follows: sole voting and investment power, 17,850 shares; and shared voting and investment power, 539,264 shares, which includes 63,678 shares in a trust for which Mr. Mosley is a co-trustee with Mr. Graham and Mr. Graham has the power to amend or revoke. The address of Mr. Mosley is 825 Eighth Avenue, New York, New York 10019.

(11)

(11)Based on a Schedule 13G/13G/A filed on January 10, 2017, T. Rowe Price Associates, Inc.February 9, 2023, The Vanguard Group (“T. Rowe”Vanguard”), an investment advisor, was deemed to be the beneficial owner of 601,240551,550 shares of our common stock. Based on the Schedule 13G/A, T. RoweVanguard has sole voting power over 121,3830 shares, andshared voting power over 3,398 shares, sole dispositive power over 601,240543,127 shares and shared dispositive power over 8,423 shares. The address of T. RoweVanguard is 100 E. Pratt Street, Baltimore, Maryland 21202.

Vanguard Boulevard, Malvern, Pennsylvania 19355.

(12)

(12)Based on a Schedule 13G/13G/A filed on January 23, 2017,February 7, 2023, BlackRock, Inc. (“BlackRock”), an investment advisor,a holding company, was deemed to be the beneficial owner of 422,782508,149 shares of our common stock. Based on the Schedule 13G/A, BlackRock has sole voting power over 405,985511,466 shares and sole dispositive power over 422,782508,149 shares. The address of BlackRock is 55 EastE. 52nd Street, New York, New York 10055.


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(13)

(13)Based on a Schedule 13G/A filed on February 10, 2017, The Vanguard6, 2023, Wellington Management Group LLP (“Vanguard”Wellington Management Group”), a holding company, Wellington Group Holdings LLP (“Wellington Group Holdings”), a holding company, Wellington Investment Advisors Holdings LLP (“Wellington Investment”) and Wellington Management Company LLP (“Wellington Company”) (collectively, “Wellington Management”), an investment advisor, wasadviser, were deemed to be the beneficial ownerowners of 353,932485,549 shares of our common stock. Based on the Schedule 13G/A, VanguardWellington Management has sole voting power over 2,757 shares, shared voting power over 561 shares, sole dispositive power over 350,859404,567 shares and shared dispositive power over 3,073485,549 shares. The address of VanguardWellington Management is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

280 Congress Street, Boston, Massachusetts 02210.

SECTION16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)

 (14)According to information as of March 23, 2023 and available to the Company, Mr. Graham, as an individual and as a trustee of various trusts, has voting and investment power with respect to shares of our common stock as follows: sole voting and investment power, 81,872 shares; and shared voting and investment power, 398,069 shares. The address of Mr. Graham is 1300 N. 17th Street, Arlington, Virginia 22209.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2022 regarding the Exchange Act, requires our directors, officers and persons who own more than 10%number of a registered class of the Company’s equity securities to file with SEC initial reports of ownership and reports of changes in ownershipshares of our common stock. Directors, officers and greater than 10% stockholders are required by SEC regulations to furnish the Company with copiesstock that may be issued under our equity compensation plans.
Plan Category 
Number of
Securities to Be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
(#)(a) (1)
 
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
($/sh)(b) (1)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c)
Equity compensation plans approved by security holders 9,195 1,072.88471,536
Equity compensation plans not approved by security holders —  — —
Total 9,195 1,072.88471,536
—–—–—
(1)Column (a) includes 8,376 shares underlying outstanding RSUs and DSUs and 819 shares to be issued upon exercise of outstanding SARs. Because there is no exercise price associated with RSUs, these awards are not included in the weighted-average exercise price calculation presented in column (b). The SARs are exercisable for shares with a value equal to the increase in the fair market value of our common stock over the exercise price. For the purposes of calculating the number of shares to be issued upon exercise of the SARs, we have used $711.86, the closing price of a share of our common stock on December 30, 2022, the last trading day of 2022. See Note 15 of the Notes to the Consolidated Financial Statements contained in our 2022 Form 10-K for additional information about our equity compensation plans, including the 2015 Plan.


72 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of all Section 16(a) reports they file. Based solely on our review of copies of such reports, and on written representations, if any, from such reporting persons, we believe that during the fiscal year ended December 31, 2016, all such reporting persons filed the required reports on a timely basis under Section 16(a).

REPORT OF THE AUDIT COMMITTEE

One of the standing committees of the Board is the Audit Committee. Currently, there are threefour non-employee members of the Board on the Audit Committee: Naomi M. Bergman; Deborah J. Kissire, who serves as Chair of the Audit Committee;Committee, Mary E. Meduski, Sherrese M. Smith and Alan G. Spoon.Wallace R. Weitz. The Audit Committee operates under a delegation of authority from the Board, which has determined that each Audit Committee member is “independent” under the listing standards of the NYSE.

Management has the primary responsibility for the preparation of the Company’sCompany's financial statements in accordance with generally accepted accounting principlesGAAP and for the financial reporting process, including itsthe Company's system of internal control. The Company’sCompany's independent auditor, PricewaterhouseCoopers LLP,registered accounting firm, PwC, is responsible for auditing those financial statements and expressing an opinion as to their conformity with generally accepted accounting principles,GAAP, as well as expressing an opinion on the effectiveness of internal control over financial reporting in accordance with the requirements of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee’s role is one of oversight. In this context, the Audit Committee’s responsibility is to monitor and review these processes, as well as the independence and performance of the Company’s auditor.

Company's independent registered accounting firm.

In performing its oversight function, thethe Audit Committee has:

■

■reviewed and discussed the audited fiscal year 20162022 financial statements with the Company’s management;

■

■discussed with PricewaterhouseCoopers LLPPwC the matters required to be discussed by the applicable requirements of the PCAOB Auditing Standard No. 16, Communications with Audit Committees; and

the SEC; and

■

■received the written disclosures and the letter from PricewaterhouseCoopers LLPPwC required by applicable requirements of the PCAOB regarding the PricewaterhouseCoopers LLP’sPwC’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLPPwC their independence.

The Audit Committee has also considered whether PricewaterhouseCoopers LLP’sPwC’s provision of non-audit services to the Company is compatible with the independence of such firm and reviewed matters relating to the Company’s internal control over financial reporting.

Based on such review and discussion and in reliance thereon, the Audit Committee recommended to the Board, and the Board approved, that the audited fiscal year 2022 financial statements be included in the Company’s Annual Report on2022 Form 10-K for the year ended December 31, 2016, for filing with the SEC.

Deborah J. Kissire, Chair

Naomi M. Bergman

Alan G. Spoon

Deborah J. Kissire, Chair
Mary E. Meduski
Sherrese M. Smith
Wallace R. Weitz



Cable One, Inc. ▪ 2023 Proxy Statement | 73

Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Agreements with GHC

On July 1, 2015, Cable ONE became an independent company traded under the ticker symbol “CABO” on the NYSE after completion of its legal and structural separation from GHC in the spin-off. The spin-off was effected through the distribution by GHC of 100% of the outstanding shares of common stock of Cable ONE to GHC stockholders as of the record date for the distribution in a pro rata dividend (the “Distribution”).

In order to govern the ongoing relationships between us and GHC after the spin-off and to facilitate an orderly transition, we and GHC entered into agreements providing for various services and rights following the spin-off, and under which we and GHC will indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we entered into with GHC.

Separation and Distribution Agreement

We entered into a Separation and Distribution Agreement with GHC before the Distribution. The Separation and Distribution Agreement sets forth our agreements with GHC regarding the principal actions taken in connection with the spin-off. It also sets forth other agreements that govern aspects of our relationship with GHC following the spin-off.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement identifies certain transfers of assets and assumptions of liabilities that were necessary in advance of our separation from GHC so that we and GHC retained the assets of, and the liabilities associated with, our respective businesses. The Separation and Distribution Agreement also provides for the settlement or extinguishment of certain liabilities and other obligations between us and GHC.

Internal Transactions. The Separation and Distribution Agreement describes certain actions related to our separation from GHC that occurred prior to the Distribution.

Intercompany Arrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us, on the one hand, and GHC, on the other hand, terminated effective as of the Distribution, except specified agreements and arrangements that were intended to survive the Distribution.

Credit Support. We agreed to use reasonable best efforts to arrange, prior to the Distribution, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support provided by or through GHC or any of its affiliates for the benefit of us or any of our affiliates.

Representations and Warranties. In general, neither we nor GHC made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals required in connection with these transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation and Distribution Agreement, all assets were transferred on an “as is,” “where is” basis.

Further Assurances. The parties agreed to use reasonable best efforts to effect any transfers contemplated by the Separation and Distribution Agreement that were not consummated prior to the Distribution as promptly as practicable following the date of the Distribution. In addition, the parties agreed to use reasonable best efforts to effect any transfer or re-transfer of any asset or liability that was improperly transferred or retained as promptly as practicable following the Distribution.

The Distribution. The Separation and Distribution Agreement governs GHC’s and our respective rights and obligations regarding the Distribution. Prior to the Distribution, GHC delivered all the issued and outstanding shares of our common stock to the distribution agent. Following the date of the Distribution, the distribution agent electronically delivered the shares of our common stock to GHC stockholders based on the distribution ratio.

Exchange of Information. We and GHC agreed to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and GHC also agreed to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation and Distribution Agreement. Each party also agreed to use its reasonable best efforts to assist the other with its financial reporting and audit obligation for an agreed period of time.


Release of Claims. We and GHC each agreed to release the other and its affiliates, successors and assigns, and all persons that prior to the Distribution had been the other’s stockholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arose out of or related to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases are subject to exceptions set forth in the Separation and Distribution Agreement.

Indemnification. We and GHC each agreed to indemnify the other and each of the other’s current, former and future directors, officers and employees, and each of the heirs, administrators, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the spin-off and our and GHC’s respective businesses. The amount of either GHC’s or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation and Distribution Agreement also specifies procedures regarding claims subject to indemnification.

Transition Services Agreement

We entered into a Transition Services Agreement pursuant to which GHC would provide us, and we would provide GHC, with specified services for a limited time to help ensure an orderly transition following the Distribution. The Transition Services Agreement specifies the calculation of our costs for these services.

The cost of these services was negotiated between us and GHC and may not necessarily be reflective of prices that we could have obtained for similar services from an independent third party.

GHC provided us certain administrative and tax services for a transitional period after the spin-off. The services to be provided under the Transition Services Agreement have been completed, and there were no payments associated with the Transition Services Agreement in 2016.

Tax Matters Agreement

We entered into a Tax Matters Agreement with GHC that governs the respective rights, responsibilities and obligations of GHC and us after the spin-off with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests).

The Tax Matters Agreement generally provides that we will be required to indemnify GHC for any taxes resulting from the failure of any step of the spin-off to qualify for its intended tax treatment under U.S. Federal income tax laws, if such taxes result from (1) untrue representations or breaches of covenants that we made and agreed to in connection with the spin-off, (2) the application of Section 355(e) of the Code to the spin-off by virtue of certain acquisitions of our stock or (3) any other action that we know or reasonably should expect would give rise to such taxes.

With respect to taxes other than those incurred in connection with the spin-off, the Tax Matters Agreement provides that we will indemnify GHC for (1) any taxes of ours or our subsidiaries for all periods after the Distribution, (2) any state or local taxes for all periods that are reported on tax returns that do not include GHC or any of its subsidiaries (other than us), and (3) any U.S. Federal taxes of the GHC group for periods prior to the Distribution to the extent attributable to us or our subsidiaries.

As a member of GHC’s consolidated U.S. Federal income tax group, we had (and continue to have following the spin-off) joint and several liability with GHC to the Internal Revenue Service for the consolidated U.S. Federal income taxes of the GHC group relating to the taxable periods in which we were part of the group.

The Tax Matters Agreement imposes certain restrictions on us (including restrictions on share issuances and repurchases, business combinations, an election to be treated as a real estate investment trust, sales of assets and similar transactions) that were designed to preserve the tax-free nature of the Distribution. These restrictions apply for the two-year period after the Distribution.

Employee Matters Agreement

We entered into an Employee Matters Agreement with GHC that addresses employment, compensation and benefits matters. The Employee Matters Agreement addresses the allocation and treatment of assets and liabilities relating to employees and compensation and benefit plans and programs in which our employees participated. The Employee Matters Agreement also addresses the allocation of responsibilities for certain benefit plans and programs, including retirement plans, nonqualified deferred compensation plans and stock options and restricted stock granted or awarded to our employees under GHC’s equity incentive plans.


In addition, in accordance with the Employee Matters Agreement, GHC provided for continued participation by our employees in certain GHC welfare plans for a limited transitional period following the spin-off. Under the Employee Matters Agreement, we have certain obligations for reimbursements and indemnities between GHC and us relating to such participation. For 2016, the aggregate cost and reimbursements we paid GHC under the Employee Matters Agreement totaled $1.6 million.

Other Arrangements

Prior to the spin-off, we had various other arrangements with GHC, including arrangements whereby GHC provided us with finance, human resources, legal, information technology, general insurance, risk management and other corporate functions. As described in more detail in “—Separation and Distribution Agreement” above, these arrangements, other than those contemplated pursuant to the Transition Services Agreement, were terminated in connection with the spin-off. We do not consider these arrangements with GHC to be material.

Policy and Procedures Governing Related Person Transactions

Our Board has adopted a written policy for the review and approval of transactions involving related persons, which consist of directors, director nominees, executive officers, persons or entities known to us to be the beneficial owner of more than 5% of any outstanding class of our voting securities or immediate family members or certain affiliated entities of any of the foregoing persons. Under authority delegated by the Board, the Nominating and Governance Committee (or its Chair or other committee member, under certain circumstances) is responsible for applying the policy with the assistance of our General Counsel or his or hertheir designee (if any). Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which: the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year; we are, will or may be expected to be a participant; and any related person has or will have a direct material interest or an indirect material interest.

The Nominating and Governance Committee (or its Chair or other committee member as the case may be) may take into account such factors it deems appropriate in its determination to approve or ratify a transaction, which may include:

■

■the extent of the related person’sperson’s interest in the transaction;

■

■whether the transaction would interfere with the objectivity and independence of any related person’sperson’s judgment or conduct in fulfilling his or hertheir duties and responsibilities to the Company;

■

■whether the transaction is fair to the Company and on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

■

■whether the transaction is in the best interests of the Company and its stockholders;

■

■whether the transaction is consistent with any conflict of interest policies set forth in our Code of Business Conduct and Ethics and other policies; and

■

■whether in connection with any transaction involving a non-employee director or nominee for director, such transaction would compromise such director’sdirector’s status as: (i) an independent director underwithin the meaning of the NYSE listing standards or our Corporate Governance Guidelines; (ii) an “outside director” underwithin the meaning of Section 162(m) of the Code or a “non-employee director” under Rule 16b-3 under the Exchange Act, if such non-employee director serves on the CompensationC&TM Committee; or (iii) an independent director under Rule 10A-3 of the Exchange Act, if such non-employee director serves on the Audit Committee.


The Nominating and Governance Committee (or its Chair or other committee member as the case may be) may impose such conditions or guidelines as it determines appropriate with respect to any related person transaction it approves or ratifies, including, but not limited to:

■

■conditions relating to ongoing reporting to the Nominating and Governance Committee and other internal reporting;

■

■limitations on the dollar amount of the transaction;

■

■limitations on the duration of the transaction or the Nominating and Governance Committee’sCommittee’s approval of the transaction; and

■

■other conditions for the protection of the Company and to avoid conferring an improper benefit or creating the appearance of a conflict of interest.


74 | Cable One, Inc. ▪ 2023 Proxy Statement
Table of Contents
Related Person Transactions

Thomas S.

We entered into a subscription agreement with Northwest Fiber Holdco, LLC, a fiber internet service provider (“Ziply”), under which we agreed to invest up to $50.0 million in Ziply for a less than 10% equity interest. We invested $22.2 million in Ziply during November 2022 and expect to invest the remaining $27.8 million during 2023.  Our former CFO, Steven Cochran, serves as the President and CFO of Ziply. The subscription agreement and the investments contemplated thereunder were reviewed and approved by the Nominating and Governance Committee in accordance with our written policy for the review and approval of transactions involving related persons as described above.

Also in accordance with our written policy for the review and approval of transactions involving related persons as described above, Mr. Gayner and Katharine B.Ms. Weymouth, who are members of our Board, also serve on the GHC board of directors.directors of Graham Holdings Company (our former corporate parent). These members of our Board may be required to recuse themselves from deliberations relating to the arrangements with GHC described above and otherany existing or future arrangements between our Company and Graham Holdings Company.
DELINQUENT SECTION 16(a) FILINGS
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. We believe that, during the year ended December 31, 2022, our directors and executive officers, and 10% stockholders complied with all Section 16(a) filing requirements, except for one Form 4 filing for James A. Obermeyer reporting shares withheld for taxes in connection with the vesting of a previously reported restricted stock award, which was inadvertently filed one day late on April 6, 2022. In making such statement, we have relied upon examination of the copies of Forms 3, 4, and 5 provided to us and GHC in the future.

written representations of our directors and executive officers.

STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS
FOR THE 20182024 ANNUAL MEETING OF STOCKHOLDERS

Deadline for the Submission of Stockholder Proposals for Inclusion in Our Proxy Statement for Our 20182024 Annual Meeting of Stockholders

Pursuant to Exchange Act Rule 14a-8

If any stockholder wishes to a submit a proposal to be considered for inclusion in our proxy materials for our 2018 annual meeting2024 Annual Meeting of stockholders,Stockholders, such proposal must comply with the requirements of Rule 14a-8 under the SEC’sExchange Act, all other rules of the SEC relating to proxy rulesproposals and our By-laws, and be submitted in writing, received by November 28, 2017, andDecember 13, 2023. Written notice containing the required information should be addressed to our Secretary at 210 E. Earll Drive, Phoenix, Arizona, 85012.

Deadline for Procedures for Stockholder Nominations Pursuant to the Proxy Access Provisions of our Bylaws
Under the proxy access provisions set forth in Article II, Section 12 of our By-laws, any stockholder or group of stockholders wishing to include one or more director nominees in our proxy statement must follow the procedures and provide timely notice to the company along with the required information as set for in our By-laws. To be considered timely, such notice must be received not earlier than November 13, 2023 and not later than December 13, 2023.
Deadline and Procedures Under Our By-laws for Other Stockholder Nominations and Other Proposals Not Included in Our Proxy Statement for Our 20182024 Annual Meeting of Stockholders

Under our By-laws, any stockholder of record wishing to appear at our 2018 annual meeting2024 Annual Meeting of stockholdersStockholders and submit a proposal or nominate a person for election to our Board other than pursuant to the proxy access procedures described above must submit the proposal or nomination to our Secretary at 210 E. Earll Drive, Phoenix, Arizona, 85012 not earlier than January 2, 201820, 2024 and not later than February 1, 2018.19, 2024. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Company nominees must provide notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 20, 2024. Any such stockholder proposal or director nomination will not appear in our proxy statement. These time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority. All stockholder proposals and director nominations, other than stockholder proposals made pursuant to Rule 14a-8 under the Exchange Act, must comply with the requirements of our By-laws. If we do not receive notice by February 1, 2018, or if it meets other requirements
Cable One, Inc. ▪ 2023 Proxy Statement | 75
Table of SEC rules, the persons named as proxies in the proxy materials relating to the 2018 annual meeting of stockholders will use their discretion in voting the proxies when these matters are raised at the meeting.

Contents


HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies.

A number of brokers have instituted householding of proxy materials unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the proxy statementmaterials in the future, or if you and other stockholders sharing your address are receiving multiple copies of the proxy materials and you would like to receive only a single copy of such materials in the future, please notify your broker. You may also call (800) 542-1061 or write to: Householding Department, Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York, 11717, and include your name, the name of your broker or other nominee and your account number(s).

If you reside at a shared address to which a single copy of the proxy materials was delivered and you wish to receive a separate copy of the proxy materials, we will deliver such copy promptly upon written request addressed to our Secretary at 210 E. Earll Drive, Phoenix, Arizona, 85012 or by calling (602) 364-6000.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

As of the date of this Proxy Statement, the only matters that the Board expects to present toat the Annual Meeting are those discussed herein. If any other matter or matters are properly brought before the Annual Meeting or any adjournment thereof, it is the intention of the persons named in the accompanying form of proxy to vote on those matters in accordanceaccordance with their best judgment.



76 | Cable One, Inc. ▪ 2023 Proxy Statement

Table of Contents
ANNEX A
USE OF NON-GAAP FINANCIAL METRICS

The Company usesMEASURES

We use certain measures that are not defined by generally accepted accounting principles in the United States (“GAAP”)GAAP to evaluate various aspects of its business. Adjusted EBITDA Adjusted EBITDA Margin and Adjusted EBITDA less capital expenditures are non-GAAP financial measures and should be considered in addition to, not as superior to, or as a substitute for, net income net profit margin or net cash provided by operating activities reported in accordance with GAAP. These terms, as defined by Cable ONE, may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA less capital expenditures are reconciled to net income in the “Reconciliations of Non-GAAP Measures tables below. Adjusted EBITDA Margin is reconciled to net profit margin in the Reconciliations of Non-GAAP Measures” tables below. Adjusted EBITDA less capital expenditures is also reconciled to net cash provided by operating activities in the “Reconciliations of Non-GAAP Measures” tables below.

“Adjusted EBITDA” is defined as net income plus net interest expense, provision for income taxes,tax provision, depreciation and amortization, equity- and pre-spin cash-based incentiveequity-based compensation, expense,(gain) loss (gain) on deferred compensation, acquisition-related costs, (gain) loss on asset sales and disposals, system conversion costs, rebranding costs, (gain) loss on sales of businesses, equity method investment (income) loss, other (income) expense net, acquisition-related costs, loss on disposal of fixed assets and other unusual operating expenses,items, as definedprovided in the “Reconciliations of Non-GAAP Measures” tables below. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of the Company’sour business as well as other non-cash or special items and is unaffected by the Company’sour capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and the Company’sour cash cost of debt financing. These costs are evaluated through other financial measures.

“Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by total revenues.

“Adjusted EBITDA less capital expenditures”expenditures,” when used as a liquidity measure, is calculated as net cash provided by operating activities excluding the impact of capital expenditures, interest expense, provision for income taxes,tax provision, changes in operating assets and liabilities, change in deferred income taxes and other unusual operating expenses, as defined in the “Reconciliations of Non-GAAP Measures” tables below, when used as a liquidity measure.

The Company usesbelow.

We use Adjusted EBITDA Adjusted EBITDA Margin and Adjusted EBITDA less capital expenditures to assess its performance, and it also uses Adjusted EBITDA less capital expenditures as an indicator of its ability to fund operations and make additional investments with internally-generatedinternally generated funds. In addition, Adjusted EBITDA generally correlates to the measure used in the leverage ratio calculationcalculations under the Company’sour credit facilities and outstanding 5.75% senior unsecured notes due 2022 to determine compliance with the covenants contained in our credit agreement and the facilities andability to take certain actions under the indenture governing the senior unsecured notes. For the purpose of calculating compliance with leverage covenants, the Company uses a measure similar to Adjusted EBITDA, as presented. Adjusted EBITDA and capital expenditures are also significant performance measures used by the Companywe use in itsour annual incentive compensation program. Adjusted EBITDA does not take into account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual funds available for discretionary uses.

The Company believes

We believe Adjusted EBITDA is useful (a) in the context of this Proxy Statement because it is used as the basis for our annual incentive compensation program and Adjusted EBITDA Margin are useful(b) to investors in evaluating the operating performance of the Company. The Company believesWe believe that Adjusted EBITDA less capital expenditures is useful to investors as it shows the Company’sour performance while taking into account cash outflows for capital expenditures and is one of several indicators of the Company’sour ability to service debt, make investments and/or return capital to its stockholders.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA less capital expenditures and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in the Company’sour industry, although the Company’sour measures of Adjusted EBITDA Adjusted EBITDA Margin and Adjusted EBITDA less capital expenditures may not be directly comparable to similarly titled measures reported by other companies.




Reconciliations of Non-GAAP Measures

  

Year Ended December 31,

 

(in thousands)

 

2016

  

2015

 

Net Income

 $98,939  $89,033 

Plus:           Interest expense, net

  30,221   16,090 

Provision for income taxes

  64,168   56,387 

Depreciation and amortization

  142,183   140,635 

Equity- and pre-spin cash-based incentive compensation expense

  12,298   9,739 

Loss (gain) on deferred compensation

  312   (1,141)

Other (income) expense, net

  (5,121)  232 

Acquisition-related costs

  4,719   - 

Loss on disposal of fixed assets

  2,821   1,735 

Billing system implementation costs

  -   5,007 

Adjusted EBITDA

 $350,540  $317,717 

Less:           Capital expenditures

  125,534   166,361 

Adjusted EBITDA less capital expenditures

 $225,006  $151,356 

  

Year Ended December 31,

 

(in thousands)

 

2016

  

2015

 

Net cash provided by operating activities

 $251,831  $246,413 

Amortization of financing costs

  (1,642)  (902)

Excess income tax benefit for equity-based compensation activities

  822   - 

Deferred income taxes

  403   11,282 

Gain on sale of cable system

  4,096   - 

Changes in operating assets and liabilities

  731   (16,177)

Interest expense

  30,221   16,090 

Provision for income taxes

  64,168   56,387 

Cash-based incentive compensation expense

  -   526 

Loss (gain) on deferred compensation

  312   (1,141)

Other (income) expense, net

  (5,121)  232 

Acquisition-related costs

  4,719   - 

Billing system implementation costs

  -   5,007 

Capital expenditures

  (125,534)  (166,361)

Adjusted EBITDA less capital expenditures

 $225,006  $151,356 


ANNEX B

AMENDED AND RESTATED CABLE ONE, INC.

 2015 OMNIBUS INCENTIVE COMPENSATION PLAN

SECTION 1. Purpose. This Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”) is intended to promote the interests▪ 2023 Proxy Statement | A-1

Table of the Company and its stockholders by providing the employees, directors and consultantsContents
Reconciliations of the Company and its Subsidiaries with incentives and rewards to encourage them to continue in the serviceNon-GAAP Measures
 Year Ended December 31,
(in thousands)2022
($)		 2021
($)
Net income234,118 291,824
Plus:      Interest expense137,713 113,449
Income tax provision126,332 45,765
Depreciation and amortization350,462 339,025
Equity-based compensation22,514 20,054
(Gain) loss on deferred compensation(154) 174
Acquisition-related costs3,208 10,770
(Gain) loss on asset sales and disposals, net9,199 7,829
System conversion costs1,466 4,831
Rebranding costs— 70
(Gain) loss on sales of businesses, net(13,833) —
Equity method investment (income) loss, net14,913 (468)
Other (income) expense, net25,913 6,002
Adjusted EBITDA911,851 839,325
Less:     Capital expenditures414,095 391,934
Adjusted EBITDA less capital expenditures497,756 447,391
 Year Ended December 31,
(in thousands)2022
($)		 2021
($)
Net cash provided by operating activities738,040 704,345
Capital expenditures(414,095) (391,934)
Interest expense137,713 113,449
Non-cash interest expense(9,518) (9,157)
Income tax provision126,332 45,765
Changes in operating assets and liabilities(2,371) 8,821
Change in deferred income taxes(68,378) (28,993)
(Gain) loss on deferred compensation(154) 174
Acquisition-related costs3,208 10,770
Write-off of debt issuance costs— (2,131)
System conversion costs1,466 4,831
Rebranding costs— 70
Fair value adjustments(40,400) (48,027)
Gain on step acquisition— 33,406
Other (income) expense, net25,913 6,002
Adjusted EBITDA less capital expenditures497,756 447,391

Cable One, Inc. ▪ 2023 Proxy Statement | A-2
Table of the Company and its Subsidiaries and with a proprietary interest in pursuing the long-term growth, profitability and financial successContents
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Table of the Company. This Plan is intended to replace the Prior Plan (as defined below), which Prior Plan shall be automatically terminated and replaced and superseded by this Plan on the Effective Date (as defined below). Notwithstanding the foregoing, any awards granted under the Prior Plan shall remain in effect pursuant to their respective terms.

SECTION 2. Definitions. As used herein, the following terms shall have the meanings set forth below:

“Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

“Award” means any award that is permitted under Section 6 and granted under the Plan or the Prior Plan.

“Applicable Exchange” means the New York Stock Exchange or any other national stock exchange or quotation system on which the Shares may be listed or quoted.

“Award Agreement” means any written or electronic agreement, contract or other instrument or document evidencing any Award, which may (but need not) require execution or acknowledgment by a Participant.

“Board” means the Board of Directors of the Company.

“Cash Incentive Award” means an Award (a) granted pursuant to Section 6(h), (b) that is settled in cash and (c) the value of which is set by the Committee and is not calculated by reference to the Fair Market Value of a Share.

“Change of Control” shall (a) have the meaning set forth in an Award Agreement; provided, however, that except in the case of a transaction similar to a transaction described in subparagraph (b)(iii) below, any definition of Change of Control set forth in an Award Agreement shall provide that a Change of Control shall not occur until consummation or effectiveness of a change in control of the Company, rather than upon the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Company, or (b) if there is no definition set forth in an Award Agreement, mean the occurrence of any of the following events following the Effective Date:

(i) during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as used in Section 13(d) of the Exchange Act) (a “Person”), in each case other than the Board;

(ii) the consummation of (A) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its Subsidiaries, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable (each of the events referred to in this clause (A) being hereinafter referred to as a “Reorganization”) or (B) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “Sale”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (1) all or substantially all the Persons who were the “beneficial owners” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of the securities eligible to vote for the election of the Board (“Company Voting Securities”) outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Company”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (2) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (3) at least a majority of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;

Contents
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(iii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (ii) above that does not otherwise constitute a Change of Control; or

(iv) any Person, corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (C) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (iv), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change of Control for purposes of subparagraph (ii) above;

provided that, to the extent any Award provides for the payment of non-qualified deferred compensation subject to Section 409A of the Code, an event set forth above shall not constitute a “Change of Control” unless it also constitutes a “change in ownership”, a “change in the effective control” or a “change in the ownership of substantial assets” of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5) and such limitation is necessary to avoid an impermissible distribution or other event resulting in adverse tax consequences under Section 409A.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.

“Committee” means the Compensation Committee of the Board or a subcommittee thereof, or such other committee of the Board as may be designated by the Board to administer the Plan.

“Company” means Cable ONE, Inc., a corporation organized under the laws of Delaware, together with any successor thereto.

“Deferred Share Unit” means a deferred share unit Award that represents an unfunded and unsecured promise to deliver Shares in accordance with the terms of the applicable Award Agreement.

“Effective Date” shall have the meaning set forth in Section 10(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.

“Exercise Price” means (a) in the case of each Option, the price specified in the applicable Award Agreement as the price-per-Share at which Shares may be purchased pursuant to such Option or (b) in the case of each SAR, the price specified in the applicable Award Agreement as the reference price-per-Share used to calculate the amount payable to the Participant pursuant to such SAR.


“Fair Market Value” means, except as otherwise provided in the applicable Award Agreement, (a) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (b) with respect to Shares, as of any date, (i) the closing per-share sales price of Shares as reported by the Applicable Exchange for such stock exchange for such date or if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee.

“Incentive Stock Option” means an option to purchase Shares from the Company that (a) is granted under Section 6(b) of the Plan or the Prior Plan and (b) is intended to qualify for special Federal income tax treatment pursuant to Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement.

“Independent Director” means a member of the Board (a) who is neither an employee of the Company nor an employee of any Affiliate, and (b) who, at the time of acting, is a “Non-Employee Director” under Rule 16b-3.

“Nonqualified Stock Option” means an option to purchase Shares from the Company that (a) is granted under Section 6(b) of the Plan or the Prior Plan and (b) is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option or both, as the context requires.

“Participant” means any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or its Affiliates who is eligible for an Award under Section 5 and who is selected by the Committee to receive an Award under the Plan or who receives a Substitute Award pursuant to Section 4(c).

“Performance Compensation Award” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 6(f) of the Plan or the Prior Plan.

“Performance Criteria” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award or Performance Unit or, if applicable, any Cash Incentive Award.

“Performance Formula” means, for a Performance Period, the one or more formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award or Performance Unit or, if applicable, the Cash Incentive Award of a particular Participant, whether all, some portion but less than all, or none of such Award has been earned for the Performance Period.

“Performance Goal” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

“Performance Period” means the one or more periods of time as the Committee may select over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award or Performance Unit or, if applicable, a Cash Incentive Award.

“Performance Unit” means an Award under Section 6(f) of the Plan or the Prior Plan that has a value set by the Committee (or that is determined by reference to a valuation formula specified by the Committee or the Fair Market Value of Shares), which value may be paid to the Participant by delivery of such property as the Committee shall determine, including without limitation, cash or Shares, or any combination thereof, upon achievement of such Performance Goals during the relevant Performance Period as the Committee shall establish at the time of such Award or thereafter.

“Plan” shall have the meaning specified in Section 1.

“Prior Plan” means the Cable ONE, Inc. 2015 Omnibus Incentive Compensation Plan.

“Restricted Share” means a Share that is granted under Section 6(d) of the Plan or the Prior Plan that is subject to certain transfer restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the applicable Award Agreement.


“RSU” means a restricted stock unit Award that is granted under Section 6(e) of the Plan or the Prior Plan and is designated as such in the applicable Award Agreement and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the applicable Award Agreement.

“Rule 16b-3” means Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.

“SAR” means a stock appreciation right Award that is granted under Section 6(c) of the Plan or the Prior Plan and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share over the Exercise Price per Share of the SAR, subject to the terms of the applicable Award Agreement.

“SEC” means the Securities and Exchange Commission or any successor thereto and shall include the staff thereof.

“Shares” means shares of common stock of the Company, $0.01 par value, or such other securities of the Company (a) into which such shares shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (b) as may be determined by the Committee pursuant to Section 4(b).

“Subsidiary” means any entity in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the total combined voting power of all classes of its stock.

“Substitute Awards” shall have the meaning specified in Section 4(c).

“Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unrestricted Pool” means a number of Shares equal to 5% of the total number of Shares originally available for issuance pursuant to Section 4 of the Prior Plan less a number of Shares issued pursuant to Awards granted under the Prior Plan prior to the Effective Date.

SECTION 3. Administration. (a)Composition of the Committee. The Plan shall be administered by the Committee, which shall be composed of one or more directors, as determined by the Board; provided that, to the extent necessary to comply with the rules of the Applicable Exchange and Rule 16b-3 and to satisfy any applicable requirements of Section 162(m) of the Code and any other applicable laws or rules, the Committee shall be composed of two or more directors, all of whom shall be Independent Directors and all of whom shall (i) qualify as “outside directors” under Section 162(m) of the Code and (ii) meet the independence requirements of the Applicable Exchange.

(b) Authority of the Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority to (i) designate Participants, (ii) determine the type or types of Awards to be granted to a Participant, (iii) determine the number of Shares or dollar value to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards, (iv) determine the terms and conditions of any Awards, (v) determine the vesting schedules of Awards (which, except for Awards (A) relating to a number of Shares not to exceed the Unrestricted Pool, (B) Cash Incentive Awards and (C) Awards subject to vesting in whole or part based on performance criteria, shall provide for full vesting no earlier than 12 months after the applicable grant date (which minimum vesting period shall be deemed satisfied with respect to an Award granted to an Independent Director in connection with an annual shareholder meeting if such Award vests upon or after the immediately following annual shareholder meeting), subject to any accelerated vesting and/or exercisability, as applicable, determined by the Committee in an Award Agreement, the Plan, the Prior Plan or any other applicable arrangement to apply upon the occurrence of a specified event) and, if certain performance criteria must be attained in order for an Award to vest or be settled or paid, establish such performance criteria and certify whether, and to what extent, such performance criteria have been attained, (vi) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (viii) interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award made under, the Plan or the Prior Plan, (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan, (x) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards, (xi) amend an outstanding Award or grant a replacement Award for an Award previously granted under the Plan or the Prior Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


(c) Committee Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award and any stockholder. Without limiting the generality of the foregoing, the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment. The employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. A Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a director of the Company shall not be deemed to have had a termination of employment for purposes of the Plan.

(d) Indemnification. No member of the Board, the Committee or any employee of the Company (each such person, a “Covered Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person shall be indemnified and held harmless by the Company from and against (i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s organizational documents, in each case, as may be amended from time to time. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company’s organizational documents, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

(e) Delegation of Authority to Senior Officers. The Committee may delegate, on such terms and conditions as it determines in its sole and plenary discretion, to one or more senior officers of the Company, subject to such restrictions and limitation as the Committee may specify and to the requirements of applicable law, the authority to make grants of Awards to officers (other than any officer subject to Section 16 of the Exchange Act), employees and consultants of the Company and its Affiliates (including any prospective officer (other than any such officer who is expected to be subject to Section 16 of the Exchange Act), employee or consultant), and all necessary and appropriate decisions and determinations with respect thereto.

(f) Awards to Independent Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole and plenary discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.

SECTION 4. Shares Available for Awards; Cash Payable Pursuant to Awards. (a)Shares and Cash Available. (i) Subject to adjustment as provided in Section 4(b), the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan (the “ Plan Share Limit”) shall be equal to 329,962 Shares, less (A) one Share for every Share that was subject to an Option or stock-settled SAR granted under the Prior Plan after March 17, 2017and prior to the Effective Date and two Shares for every Share that was subject to an Award other than an Option or stock-settled SAR granted under the Prior Plan after March 17, 2017 and prior to the Effective Date plus (B) one Share for every Share not issued with respect to any Option or stock-settled SAR granted under the Prior Plan, and two Shares in respect of every Share that was not issued with respect to any Award (other than an Option or stock-settled SAR) granted under the Prior Plan, in each case that was forfeited, or otherwise terminated or was canceled without delivery of Shares, or was settled other than wholly through delivery of Shares, after March 17, 2017 and prior to the Effective Date under the Prior Plan.


(ii) Subject to adjustment as provided in Section 4(b), (A) each Share with respect to which an Option or stock-settled SAR is granted under the Plan shall reduce the aggregate number of Shares that may be delivered under the Plan by one Share and (B) each Share with respect to which any other Award denominated in Shares is granted under the Plan shall reduce the aggregate number of Shares that may be delivered under the Plan by two Shares. Upon exercise of a stock-settled SAR, each Share with respect to which such stock-settled SAR is exercised shall be counted as one Share against the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan as provided above, regardless of the number of Shares actually delivered upon settlement of such stock-settled SAR. Awards that are required to be settled in cash will not reduce the Plan Share Limit. Subject to adjustment as provided in Section 4(b), the maximum aggregate number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be equal to 329,962 (such amount, the “Plan ISO Limit”).

(iii) If, after the Effective Date, any Award granted under the Plan or the Prior Plan is (A) forfeited, or otherwise expires, terminates or is canceled without the delivery of all Shares subject thereto, or (B) is settled other than wholly by delivery of Shares (including cash settlement), then, in the case of clauses (A) and (B), the number of Shares subject to such Award that were not issued with respect to such Award will not be treated as issued for purposes of reducing the Plan Share Limit. For the avoidance of doubt, no Shares that are surrendered, withheld or tendered to the Company in payment of the exercise price of an Option or any taxes required to be withheld in respect of any Award shall again become available to be delivered pursuant to Awards granted under the Plan.

(iv) With respect to Awards that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, subject to adjustment as provided in Section 4(b), (A) in the case of Awards that are settled in Shares, the maximum aggregate number of Shares with respect to which Awards may be granted in any fiscal year of the Company under the Plan to any Participant (other than an Independent Director) shall be 50,000 (the “Annual Individual Plan Share Limit”), (B) in the case of Awards that are settled in cash based on the Fair Market Value of a Share, the maximum aggregate amount of cash that may be paid pursuant to Awards granted to any Participant (other than an Independent Director) in any fiscal year of the Company under the Plan shall be equal to the per-Share Fair Market Value as of the relevant vesting, payment or settlement date multiplied by the Annual Individual Plan Share Limit, and (C) in the case of all Awards to Participants (other than Independent Directors) other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to Awards under the Plan to any Participant (other than an Independent Director) in any fiscal year of the Company shall be equal to $15,000,000.

(v) Notwithstanding any other provision in the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Independent Director during any fiscal year, plus the aggregate amount of all payments made in cash or other property earned and paid or payable pursuant to Awards to such director for services rendered for the same fiscal year, shall not exceed $500,000 (the “Annual Independent Director Compensation Limit”).  For the avoidance of doubt, any amounts payable in respect of an Award shall be counted in the fiscal year earned (not the fiscal year paid) and any interest, dividends, dividend equivalents or other earnings on any such compensation, to the extent not included in the calculation of the grant date fair value of such Awards, shall not count towards the Annual Independent Director Compensation Limit.

(b) Adjustments for Changes in Capitalization and Similar Events. (i) In the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including (1) Plan Share Limit, (2) the Plan ISO Limit, (3) the Annual Individual Plan Share Limit and (4) the Unrestricted Pool, and (B) the terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price, if applicable, with respect to any Award; provided, however, that the Committee shall determine the method and manner in which to effect such equitable adjustment.

(ii) In the event that the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares (including any Change of Control) such that an adjustment is determined by the Committee in its discretion to be appropriate or desirable, then the Committee may (A) in such manner as it may deem appropriate or desirable, equitably adjust any or all of (1) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including (V) the Plan Share Limit, (W) the Plan ISO Limit (X) the Annual Individual Plan Share Limit and (Y) the Unrestricted Pool, and (2) the terms of any outstanding Award, including (X) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (Y) the Exercise Price, if applicable, with respect to any Award, (B) if deemed appropriate or desirable by the Committee, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (C) if deemed appropriate or desirable by the Committee, cancel and terminate any Option or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.


(c) Substitute Awards. Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Affiliates or a company acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines (“Substitute Awards”); provided, however, that in no event may any Substitute Award be granted in a manner that would violate the prohibitions on repricing of Options and SARs, as set forth in clauses (i), (ii) or (iii) of Section 7(b). The number of Shares underlying any Substitute Awards shall be counted against the Plan Share Limit; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall not be counted against the Plan Share Limit; provided further that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify for special tax treatment under Sections 421 and 422 of the Code that were previously granted by an entity that is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall be counted against the maximum aggregate number of Shares available for Incentive Stock Options under the Plan.

(d) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

SECTION 5. Eligibility. Any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or any of its Affiliates shall be eligible to be designated a Participant.

SECTION 6. Awards. (a) Types of Awards. Awards may be made under the Plan in the form of (i) Options, (ii) SARs, (iii) Restricted Shares, (iv) RSUs, (v) Performance Compensation Awards, (vi) Performance Units, (vii) Cash Incentive Awards, (viii) Deferred Share Units and (ix) other equity based or equity related Awards that the Committee determines are consistent with the purpose of the Plan and the interests of the Company. Awards may be granted in tandem with other Awards. No Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is ineligible to receive an Incentive Stock Option under the Code.

(b) Options. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom Options shall be granted, (B) subject to Section 4(a), the number of Shares subject to each Option to be granted to each Participant, (C) subject to Section 4(b)(ii), the Exercise Price thereof, (D) whether each Option shall be an Incentive Stock Option or a Nonqualified Stock Option and (E) the terms and conditions of each Option, including the vesting criteria, term, methods of exercise and methods and form of settlement. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and any regulations related thereto, as may be amended from time to time. Each Option granted under the Plan shall be a Nonqualified Stock Option unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if, for any reason, such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Nonqualified Stock Options.

(ii) Exercise Price. The Exercise Price of each Share covered by each Option shall be not less than 100% of the Fair Market Value of such Share (determined as of the date the Option is granted); provided, however, that in the case of each Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the per-Share Exercise Price shall be no less than 110% of the Fair Market Value per Share on the date of the grant; provided further that Options granted as Substitute Awards may be granted with a per Share exercise price that is less than 100% of the Fair Market Value per Share on the date of grant. Unless otherwise specified by the Committee, each Option is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code.


(iii) Vesting and Exercise. Subject to the minimum vesting provisions of Section 3(b)(v), each Option shall be vested and exercisable at such times, in such manner and subject to such terms and conditions as the Committee may, in its sole and plenary discretion, specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement, each Option may only be exercised to the extent that it has already vested at the time of exercise. Each Option shall be deemed to be exercised when written or electronic notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment pursuant to Section 6(b)(iv) for the Shares with respect to which the Award is exercised has been received by the Company. Each Option may be exercised in whole or in part; provided, however, an Option shall not be exercisable with respect to fractional Shares and, except as the Committee may, in its sole and plenary discretion, permit otherwise, each partial exercise of an Option shall be with respect to a minimum of 500 Shares. The partial exercise of an Option shall not cause the expiration, termination or cancelation of the remaining portion thereof. Exercise of each Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Option and, except as expressly set forth in Sections 4(a) and 4(c), in the number of Shares that may be available for purposes of the Plan, by the number of Shares as to which the Option is exercised. The Committee may impose such conditions with respect to the exercise of each Option, including any conditions relating to the application of Federal or state securities laws, as it may deem necessary or advisable.

(iv) Payment. (A) No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Price therefor is received by the Company, and the Participant has paid to the Company (or the Company has withheld in accordance with Section 9(d)) an amount equal to any Federal, state, local and foreign income and employment taxes required to be withheld. Such payments may be made in cash (or its equivalent) or, in the Committee’s sole and plenary discretion, (1) by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest), (2) if there shall be a public market for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver cash promptly to the Company, (3) by having the Company withhold Shares from the Shares otherwise issuable pursuant to the exercise of the Option (for the avoidance of doubt, the Shares withheld shall be counted against the maximum number of Shares that may be delivered pursuant to the Awards granted under the Plan as provided in Section 4(a) or (4) through any other method (or combination of methods) as approved by the Committee; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company, together with any Shares withheld by the Company in accordance with this Section 6(b)(iv) or Section 9(d), as of the date of such tender, is at least equal to such aggregate Exercise Price and the amount of any Federal, state, local or foreign income or employment taxes required to be withheld, if applicable.

(B) Wherever in the Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

(v) Expiration/Forfeiture. Except as otherwise set forth in the applicable Award Agreement, each Option shall expire immediately, without any payment, upon the tenth anniversary of the date the Option is granted (or, in the case of vested Options, three months after the date the Participant who is holding the Option ceases to be a director, officer, employee or consultant of the Company or one of its Affiliates, if earlier). In no event may an Option be exercisable after the tenth anniversary of the date the Option is granted.

(c) SARs. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom SARs shall be granted, (B) subject to Section 4(a), the number of SARs to be granted to each Participant and (C) subject to Section 4(c)(ii), the Exercise Price thereof and (D) the terms and conditions of each SAR, including the vesting criteria, term, methods of exercise and methods and form of settlement.

(ii) Exercise Price. The Exercise Price of each Share covered by a SAR shall be not less than 100% of the Fair Market Value of such Share (determined as of the date the SAR is granted); provided that SARs granted as Substitute Awards may be granted with a per Share exercise price that is less than 100% of the Fair Market Value per Share on the date of grant. Unless otherwise specified by the Committee, each SAR is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code.


(iii) Vesting and Exercise. Each SAR shall entitle the Participant to receive an amount upon exercise equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise of the SAR over the Exercise Price thereof. The Committee shall determine, in its sole and plenary discretion, whether a SAR shall be settled in cash, Shares, other securities, other Awards, other property or a combination of any of the foregoing. Subject to the minimum vesting provisions of Section 3(b)(v), each SAR shall be vested and exercisable at such time, in such manner and subject to such terms and conditions as the Committee may, in its discretion, specify in the applicable Award Agreement or thereafter.

(iv) Expiration/Forfeiture. Except as otherwise set forth in the applicable Award Agreement, each SAR shall expire immediately, without any payment, upon the tenth anniversary of the date the SAR is granted (or, in the case of vested SARs, three months after the date the Participant who is holding the SAR ceases to be a director, officer, employee or consultant of the Company or one of its Affiliates, if earlier). In no event may SAR be exercisable after the tenth anniversary of the date the SAR is granted.

(d) Restricted Shares. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom Restricted Shares shall be granted, (B) subject to Section 4(a), the number of Restricted Shares to be granted to each Participant, (C) subject to the minimum vesting provisions of Section 3(b)(v), the duration of the period during which, and the conditions, if any, under which, the Restricted Shares may vest or may be forfeited to the Company and (D) the terms and conditions of each such Award, including the vesting criteria, term and methods and form of settlement.

(ii) Share Certificates. Each Restricted Share may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the applicable Participant, such certificates must bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of such certificates until such time as all applicable restrictions lapse.

(iii) Rights as a Stockholder. In connection with each grant of Restricted Shares, except as provided in the applicable Award Agreement and subject to Section 6(j), the Participant shall be entitled to the rights of a stockholder (including the right to vote and the payment of dividends or dividend equivalents) in respect of such Restricted Shares.

(e) RSUs. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom RSUs shall be granted, (B) subject to Section 4(a), the number of RSUs to be granted to each Participant, (C) subject to the minimum vesting provisions of Section 3(b)(v), the duration of the period during which, and the conditions, if any, under which, the RSUs may vest or may be forfeited to the Company and (D) the terms and conditions of each such Award, including the vesting criteria, term and methods and form of settlement.

(ii) Payment/Lapse of Restrictions. Each RSU shall be granted with respect to a specified number of Shares (or a number of Shares determined pursuant to a specified formula) or shall have a value equal to the Fair Market Value of a specified number of Shares (or a number of Shares determined pursuant to a specified formula). RSUs shall be paid in cash, Shares, other securities, other Awards or other property, as determined in the sole and plenary discretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement.

(f) Performance Compensation Awards. (i) General. The Committee shall have the authority, at the time of grant of any Award, to designate such Award (other than an Option or SAR) as a Performance Compensation Award in order for such Award to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. Options and SARs granted under the Plan shall not be included among Awards that are designated as Performance Compensation Awards under this Section 6(f).

(ii) Eligibility. The Committee shall, in its sole discretion, designate within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants shall be eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant as eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle such Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 6(f). Moreover, designation of a Participant as eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant as eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.


(iii) Discretion of the Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select (A) the length of such Performance Period, (B) the type(s) of Performance Compensation Awards to be issued, (C) the Performance Criteria that will be used to establish the Performance Goal(s), (D) the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply to the Company or any of its Subsidiaries, Affiliates, divisions or operational units, or any combination of the foregoing, (E) any additional vesting conditions whether or not performance-based (that are not deemed Performance Goals) that may apply to such Awards and (F) the Performance Formula; provided that any such Performance Formula shall be objective and non-discretionary. Within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(iv) Performance Criteria. Notwithstanding the foregoing, the Performance Criteria that shall be used to establish the Performance Goal(s) with respect to Performance Compensation Awards shall be based on the attainment of specific levels of performance of the Company or any of its Subsidiaries, Affiliates, divisions or operational units, or any combination of the foregoing, and shall be limited to one or any combination of the following criteria: (A) share price; (B) net income or earnings before or after taxes (including earnings before interest, taxes, depreciation and/or amortization) (“EBITDA”); (C) adjusted EBITDA (D) earnings per share (including specified types or categories thereof); (E) cash flow (including specified types or categories thereof); (F) revenues (including specified types or categories thereof); (G) return measures (including specified types or categories thereof); (H) stockholder return measures (including specified types or categories thereof); (I) sales or product volume; (J) working capital; (K) gross or net profitability/profit margins (including profitability of an identifiable business unit or product); (L) earnings from continuing operations; (M) costs (including specified types or categories thereof) and cost reduction goals; (N) budget comparisons; (O) implementation or completion of critical projects; (P) market share (in the aggregate or by segment); (Q) the formation of joint ventures, research or development collaborations, or the completion of other transactions; (R) economic value; (S) enterprise value; (T) book, economic book or intrinsic book value (including book value per share); (U) improvements in capital structure; (V) customer satisfaction survey results; (W) operating income; (X) product unit and pricing targets; (Y) combined ratio; (Z) operating ratio; (AA) leverage ratio; (BB) credit rating; (CC) borrowing levels; (DD) objective measures of productivity or operating efficiency; (EE) expenses (including specified types or categories thereof); (FF) product unit and pricing targets; (GG) safety and accident rates; (HH) days sales outstanding; (II) operating metrics relating to sales, installations or customer service or satisfaction (JJ) capital spending management, network upgrades or product or service deployments; and (KK) market share or penetration, subscriber or customer acquisition or retention, ratings or viewership. Such Performance Criteria may be applied on an absolute basis, be relative to one or more peer companies of the Company or indices or any combination thereof or, if applicable, be computed on an accrual or cash accounting basis. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of the applicable Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective manner the method of calculating the Performance Criteria it selects to use for such Performance Period.

(v) Modification of Performance Goals. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), or any time thereafter (but only to the extent the exercise of such authority after such 90-day period (or such shorter period, if applicable) would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “qualified performance-based compensation” under Section 162(m) of the Code), in its sole and plenary discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code, including but not limited to, (A) in the event of, or in anticipation of, any unusual or nonrecurring corporate item, transaction, event or development affecting the Company, or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal) or (B) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal), or the financial statements of the Company or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal), or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions.

(vi) Payment of Performance Compensation Awards. (A) Condition to Receipt of Payment. A Participant must be employed by the Company or one of its Subsidiaries on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. Notwithstanding the foregoing and to the extent permitted by Section 162(m) of the Code, in the discretion of the Committee, Performance Compensation Awards may be paid to Participants who have retired or whose employment has terminated prior to the last day of the Performance Period for which a Performance Compensation Award is made, or to the designee or estate of a Participant who died prior to the last day of a Performance Period.


(B) Limitation. Except as otherwise permitted by Section 162(m) of the Code, a Participant shall be eligible to receive a payment in respect of a Performance Compensation Award only to the extent that (1) the Performance Goal(s) for the relevant Performance Period are achieved and certified by the Committee in accordance with Section 6(f)(vi)(C) and (2) the Performance Formula as applied against such Performance Goal(s) determines that all or some portion of such Participant’s Performance Compensation Award has been earned for such Performance Period.

(C) Certification. Following the completion of a Performance Period, the Committee shall certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the objective Performance Formula. The Committee shall then determine the actual amount of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply negative discretion as authorized by Section 6(f)(vi)(D).

(D) Negative Discretion. In determining the actual amount of an individual Performance Compensation Award for a Performance Period, the Committee may, in its sole and plenary discretion, reduce or eliminate the amount of the Award earned in the Performance Period, even if applicable Performance Goals have been attained and without regard to any employment agreement between the Company and a Participant.

(E) Discretion.Except as otherwise permitted by Section 162(m) of the Code, in no event shall any discretionary authority granted to the Committee by the Plan be used to (1) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained, (2) increase a Performance Compensation Award for any Participant at any time after the first 90 days of the Performance Period (or, if shorter, the maximum period allowed under Section 162(m) of the Code) or (3) increase the amount of a Performance Compensation Award above the maximum amount payable under Section 4(a) of the Plan. Nothing in this Section 6(f) is intended to limit the Committee’s discretion to adopt conditions with respect to any Award that is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code or the Committee’s discretion in respect of conditions that are not Performance Goals with respect to any Award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(F) Form of Payment. In the case of any Performance Compensation Award other than a Restricted Share, RSU or other equity-based Award that is subject to performance-based vesting conditions, such Performance Compensation Award shall be payable, in the discretion of the Committee, in cash or in Restricted Shares, RSUs or fully vested Shares of equivalent value and shall be paid on such terms as determined by the Committee in its discretion. Any Restricted Shares and RSUs shall be subject to the terms of this Plan (or any successor equity-compensation plan) and any applicable Award Agreement. The number of Restricted Shares, RSUs or Shares that is equivalent in value to a dollar amount shall be determined in accordance with a methodology specified by the Committee within the first 90 days of the relevant Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code).

(g) Performance Units. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine the Participants to whom Performance Units shall be granted.

(ii) Value of Performance Units. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met during a Performance Period, will determine in accordance with Section 4(a) the number and/or value of Performance Units that will be paid out to the Participant.

(iii) Earning of Performance Units. Subject to the provisions of the Plan, after the applicable Performance Period has ended, the holder of Performance Units shall be entitled to receive a payout of the number and value of Performance Units earned by the Participant over the Performance Period, to be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding Performance Goals have been achieved.

(iv) Form and Timing of Payment of Performance Units. Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion, may pay earned Performance Units in the form of cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Performance Units at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions in the applicable Award Agreement deemed appropriate by the Committee. The determination of the Committee with respect to the form and timing of payout of such Awards shall be set forth in the applicable Award Agreement.


(h) Cash Incentive Awards. (i) Grant. Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion, shall have the authority to determine (A) the Participants to whom Cash Incentive Awards shall be granted, (B) subject to Section 4(a), the amount of Cash Incentive Awards to be granted to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the Cash Incentive Awards may vest or may be forfeited to the Company and (D) the other terms and conditions of each Cash Incentive Award. Each Cash Incentive Award shall have an initial value that is established by the Committee at the time of grant. The Committee may set performance goals or other payment conditions in its discretion, which, depending on the extent to which they are met during a specified performance period, shall determine the amount and/or value of the Cash Incentive Award that shall be paid to the Participant.

(ii) Earning of Cash Incentive Awards. Subject to the provisions of the Plan, after the applicable vesting period has ended, the holder of a Cash Incentive Award shall be entitled to receive a payout of the amount of the Cash Incentive Award earned by the Participant over the specified vesting period, which, in the case of any Cash Incentive Award the vesting of which is subject to the achievement of performance goals, shall be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding performance goals or other conditions to payment have been achieved.

(i) Other Stock-Based Awards. Subject to the provisions of the Plan, including the minimum vesting provisions of Section 3(b)(v), the Committee shall have the sole and plenary authority to grant to Participants other equity-based or equity-related Awards (including Deferred Share Units and fully vested Shares) (whether payable in cash, equity or otherwise) in such amounts and subject to such terms and conditions as the Committee shall determine; provided that any such Awards must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.

(j) Dividends and Dividend Equivalents. In the sole and plenary discretion of the Committee, the Committee may provide in the applicable Award Agreement, other than for an Option, SAR or Cash Incentive Award, for the payment of dividends or dividend equivalents to the Participant, payable in cash, Shares, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole and plenary discretion, including (i) payment directly to the Participant, (ii) withholding of such amounts by the Company subject to vesting of the Award or (iii) reinvestment in additional Shares, Restricted Shares or other Awards; provided, however, that a Participant shall be eligible to receive dividends or dividend equivalents in respect of any such Award only to the extent that the applicable vesting criteria for such Award have been satisfied and in the case of any Performance Compensation Award, Performance Unit or other performance-based Award that is payable upon the achievement of Performance Goals, (A) the Performance Goals for the relevant Performance Period are achieved and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Award has been earned for such Performance Period.

SECTION 7. Amendment and Termination. (a) Amendments to the Plan. Subject to any applicable law or government regulation, to any requirement that must be satisfied if the Plan is intended to be a stockholder-approved plan for purposes of Section 162(m) of the Code and to the rules of the Applicable Exchange, the Plan may be amended, modified or terminated by the Board without the approval of the stockholders of the Company, except that stockholder approval shall be required for any amendment that would (i) increase either the Plan Share Limit or the Plan ISO Limit, (ii) change the class of employees or other individuals eligible to participate in the Plan or (iii) result in the amendment, cancellation or action described in clause (i), (ii) or (iii) of the second sentence of Section 7(b) being permitted without the approval by the Company’s stockholders; provided, however, that any adjustment under Section 4(b) shall not constitute an increase for purposes of this Section 7(a)(i). No amendment, modification or termination of the Plan may, without the consent of the Participant to whom any Award shall theretofor have been granted, materially and adversely affect the rights of such Participant (or his or her transferee) under such Award, unless otherwise provided by the Committee in the applicable Award Agreement or made to comply with applicable law, tax rules, stock exchange rules or accounting rules.

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any Award theretofor granted, prospectively or retroactively; provided, however, that, except as set forth in the Plan, for such actions taken to comply with applicable law, tax rules, stock vesting rules or accounting rules or as otherwise provided by the Committee in the applicable Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair the rights of any Participant or any holder or beneficiary of any Award theretofor granted shall not to that extent be effective without the consent of the applicable Participant, holder or beneficiary. Notwithstanding the preceding sentence, in no event may any Option or SAR (i) be amended to decrease the Exercise Price thereof, (ii) be canceled at a time when its Exercise Price exceeds the Fair Market Value of the underlying Shares in exchange for another Option or SAR or any Restricted Share, RSU, other equity-based Award, award under any other equity-compensation plan or any cash payment or (iii) be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or SAR, unless such amendment, cancelation or action is approved by the Company’s stockholders. For the avoidance of doubt, an adjustment to the Exercise Price of an Option or SAR that is made in accordance with Section 4(b) or Section 8 shall not be considered a reduction in Exercise Price or “repricing” of such Option or SAR.


(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to Section 6(f)(v) and the penultimate sentence of Section 7(b), the Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4(b) or the occurrence of a Change of Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law (i) whenever the Committee, in its sole and plenary discretion, determines that such adjustments are appropriate or desirable, including providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event, (ii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion, by providing for a cash payment to the holder of an Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (iii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion, by canceling and terminating any Option or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.

SECTION 8. Change of Control. Unless otherwise provided in the applicable Award Agreement, in the event of a Change of Control after the Effective Date, unless provision is made in connection with the Change of Control for (a) assumption or continuation of Awards previously granted or (b) substitution for such Awards of new awards covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and the Exercise Prices, if applicable, (i) any outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control, (ii) all Performance Units, Cash Incentive Awards and Awards designated as Performance Compensation Awards shall automatically vest as of immediately prior to such Change of Control as if the date of the Change of Control were the last day of the applicable Performance Period and “target” performance levels had been attained and shall be paid out as soon as practicable following such Change of Control, and (iii) all other outstanding Awards (i.e., other than Options, SARs, Performance Units, Cash Incentive Awards and Awards designated as Performance Compensation Awards) then held by Participants that are unexercisable, unvested or still subject to restrictions or forfeiture, shall automatically be deemed exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior to such Change of Control and shall be paid out as soon as practicable following such Change of Control. The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control has occurred and the date of the occurrence of such Change of Control and any incidental matters relating thereto.

SECTION 9. General Provisions. (a) Nontransferability. Except as otherwise specified in the applicable Award Agreement, during the Participant’s lifetime, each Award (and any rights and obligations thereunder) shall be exercisable only by the Participant, or, if permissible under applicable law, by the Participant’s legal guardian or representative, and no Award (or any rights and obligations thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance; (ii) no transfer by will or the laws of descent and distribution of any Award, or the right to exercise any Award, shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Award; and (iii) the Board or the Committee may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability; provided, however, that Incentive Stock Options shall not be transferable in any way that would violate Section 1.422-2(a)(2) of the Treasury Regulations and in no event may any Award (or any rights and obligations thereunder) be transferred in any way in exchange for value. All terms and conditions of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns.


(b) No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

(c) Share Certificates. All certificates or book entry credits for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, the Applicable Exchange and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Shares shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates.

(d) Withholding. (i) Authority to Withhold. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant, the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such taxes.

(ii) Alternative Ways to Satisfy Withholding Liability. Without limiting the generality of Section 9(d)(i), subject to the Committee’s discretion, a Participant may satisfy, in whole or in part, the foregoing withholding liability (A) by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest) or by delivery of irrevocable instructions to a broker to sell Shares and promptly deliver to the Company the proceeds from the sale of Shares, in each case, with the amount realized equal to the amount required to cover such withholding liability or (B) by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option or SAR, or the lapse of the restrictions on any other Award (in the case of SARs and other Awards, if such SARs and other Awards are settled in Shares), the number of whole Shares necessary to satisfy such withholding liability based on the fair value of such Shares at such time.

(e) Section 409A. (i) It is intended that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

(ii) No Participant or the creditors or beneficiaries of a Participant shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to any Participant or for the benefit of any Participant under the Plan may not be reduced by, or offset against, any amount owing by any such Participant to the Company or any of its Affiliates.

(iii) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (A) such Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first business day after such six-month period. Such amount shall be paid without interest, unless otherwise determined by the Committee, in its sole discretion, or as otherwise provided in any applicable employment agreement between the Company and the relevant Participant.

(iv) Notwithstanding any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to any Award as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for such Participant’s account in connection with an Award (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold such Participant harmless from any or all of such taxes or penalties.


(f) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including the effect on such Award of the death, disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.

(g) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, shares, other types of equity-based awards (subject to stockholder approval if such approval is required) and cash incentive awards, and such arrangements may be either generally applicable or applicable only in specific cases.

(h) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as a director, officer, employee or consultant of or to the Company or any Affiliate, nor shall it be construed as giving a Participant any rights to continued service on the Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any directorship or consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(i) No Rights as Stockholder. No Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. Except as otherwise provided in Section 4(b), Section 7(c) or the applicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Shares, or other securities or other property), or other events relating to, Shares subject to an Award for which the record date is prior to the date such Shares are delivered.

(j) Governing Law. (i) The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

(k) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l) Other Laws; Restrictions on Transfer of Shares. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole and plenary discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole and plenary discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. Federal and any other applicable securities laws.

(m) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on one hand, and a Participant or any other Person, on the other. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Affiliate.


(n) Recoupment of Awards. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that an Award granted thereunder shall be canceled if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, (a) violates a non-competition, non-solicitation or non-disclosure covenant or agreement, (b) otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion or (c) to the extent applicable to the Participant, otherwise violates any policy adopted by the Company or any of its Affiliates relating to the recovery of compensation granted, paid, delivered, awarded or otherwise provided to any Participant by the Company or any of its Affiliates as such policy is in effect on the date of grant of the applicable Award or, to the extent necessary to address the requirements of applicable law (including Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Sarbanes-Oxley Act of 2002 or any other applicable law), as may be amended from time to time. The Committee may also provide in an Award Agreement that (i) a Participant will forfeit any gain realized on the vesting or exercise of such Award if the Participant engages in any activity referred to in the preceding sentence, or (ii) a Participant must repay the gain to the Company realized under a previously paid Performance Compensation Award, Performance Unit or any other Award that vested or was earned with respect to performance objectives if a financial restatement reduces the amount that would have been earned under such Award. Notwithstanding the foregoing, none of the non-disclosure restrictions in this Section 9(n) or in any Award Agreement shall, or shall be interpreted to, impair the Participant from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act).

(o) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(p) Requirement of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision. No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such election. If an Award recipient, in connection with the acquisition of Shares under the Plan or otherwise, is expressly permitted under the terms of the applicable Award Agreement or by such Committee action to make such an election and the Participant makes the election, the Participant shall notify the Committee of such election within ten days of filing notice of the election with the Internal Revenue Service (or any successor thereto) or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or any other applicable provision.

(q) Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code. If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the Company of such disposition within ten days of such disposition.

(r) Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Whenever the words “include”, “includes” or “including” are used in the Plan, they shall be deemed to be followed by the words “but not limited to”, and the word “or” shall not be deemed to be exclusive.

SECTION 10. Term of the Plan. (a) Effective Date. The Plan shall be effective as of the date of its adoption by the Board and approval by the Company’s stockholders (the date of such approval, the “Effective Date”).

(b) Expiration Date. No Award shall be granted under the Plan after the tenth anniversary of the Effective Date. No Incentive Stock Option shall be granted under the Plan after the tenth anniversary of the date of its adoption by the Board. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award, shall nevertheless continue thereafter.