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 | 210 E. Earll Drive Phoenix, AZ 85012 | ||||
11, 2023
I am pleased to announce the details of the 2021
We remain sensitive to the continuing public health concerns surrounding the COVID-19 pandemic. Accordingly, to support the well-being of our associates and stockholders, we are recommending that you join the webcast rather than attendingwww.virtualshareholdermeeting.com/CABO2023. If joining the Annual Meeting in person this year. We are actively monitoring the pandemicvirtually, you will be able to vote your shares electronically and vaccine distributions rates as well as the protocols that Federal, state and local governments may impose. In the event that we are required, or determine it is prudent, to restrict in-person attendance tosubmit your questions during the Annual Meeting we will make an announcement as promptly as practicable in advance ofduring the Annual Meeting via a press release that will be posted on our investor relations website and will also be filed with the Securities and Exchange Commission as additional proxy materials.
live audio webcast.
Your 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.
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 internet 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.
/s/
Julia M. Laulis
19, 2023
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| 1. | To elect | ||||
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| 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, | ||||
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| 3. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for | ||||
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| 4. | To select, on a non-binding advisory basis, the frequency of future advisory votes on named executive officer compensation. | ||||
| 5. | To transact such other business as may properly come before the meeting or any adjournment thereof. | ||||
Annual Meeting.
/s/
Peter N. Witty
Date and Time: Friday, May April Director Nominees Name Age Director Since Principal Occupation Independent Committee Memberships Other Public Company Boards Thomas S. Gayner 59 2015 Co-Chief Executive Officer of Markel Corporation ✔ Independent Director) Executive; Nominating and Governance 3 Deborah J. Kissire 63 2015 Retired Ernst & Young LLP partner ✔ Audit 3 Thomas O. Might 69 1995 Retired Executive Chairman of Cable One ✔ — 0 Kristine E. Miller 57 2019 Former Senior Vice President, Chief Strategy Officer of eBay ✔ Compensation; Nominating and Governance 0 Name Age Director Since Principal Occupation Independent Committee Memberships Other Public Company Boards Brad D. Brian 68 2015 Chair of the law firm Munger, Tolles & Olson LLP ✔ Compensation; Nominating and Governance 0 Julia M. Laulis 58 2017 Chair of the Board, President and Chief Executive Officer of Cable One Executive 1 Mary E. Meduski 62 2019 President and Chief Financial Officer of TierPoint, LLC and Cequel III, LLC ✔ Audit; Nominating and Governance 0 Sherrese M. Smith 49 2020 Partner at the law firm Paul Hastings LLP ✔ Nominating and Governance 1 Wallace R. Weitz 71 2015 Founder of Weitz Investment Management, Inc. ✔ Compensation; Executive 1 Katharine B. Weymouth 54 2015 Former Publisher and Chief Executive Officer of Graham Holdings Company (“GHC”) ✔ Audit; Compensation 2 2020 2019 Audit Fees Audit-Related Fees Tax Fees All Other Fees Total Who Can Vote By toll-free telephone at 1-800-690-6903. By completing and mailing your proxy card or voting instruction form. By attending the Annual Meeting and voting in 19, 2023 19, 2023 Why am I being provided these materials? A: Yes. If you are a stockholder of record, you can change your vote or revoke your proxy ■ ■ 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 ■ 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). A: If 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 Effect of Abstentions Effect of Broker 1. Election of Directors Receipt of a majority of the votes cast at the Annual Meeting, meaning that the number of votes cast “for” a director nominee exceeds the number of votes cast “against” that nominee No effect No effect 2. Ratification of Appointment of Independent Registered Public Accounting Firm Affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present No effect 3. Advisory Vote to Approve Named Executive Officer Compensation for Affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present No effect 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 A: Votes cast via the internet, by phone, or in person or by proxy at the meeting will be tabulated by the inspector of elections appointed for the meeting, who will determine whether a quorum is present. The inspector of elections need not be a stockholder, and no director or nominee for the election as a director may be appointed the inspector of elections. 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. A: Meeting. Failure to follow the Annual Meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting. A: No. A: A: Solicitation of proxies is being made by our management on behalf of the Board through the mail, in person, over the internet or by telephone, without any additional compensation being paid to such members of 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 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, we have requested brokers and other custodians, nominees and fiduciaries to forward proxy cards and proxy soliciting material to stockholders, and we will pay their fees and reimburse them for their expenses in so doing. A: The following information is available: ■ In addition, printed copies of these documents will be furnished without charge (except exhibits) to any stockholder upon written request addressed to our Secretary at 210 E. Earll Drive, Phoenix, Arizona 85012. ■ A: Board will be reduced to eight members. who is African American. Name Age Director Since Current Class Position Expiration of Term as Director Julia M. Laulis 58 2017 I Chair of the Board, President and Chief Executive Officer 2022 Brad D. Brian* 68 2015 I Director 2022 Thomas S. Gayner* 59 2015 III Lead Independent Director 2021 Deborah J. Kissire* 63 2015 III Director 2021 Mary E. Meduski* 62 2019 II Director 2023 Thomas O. Might* 69 1995 III Director 2021 Kristine E. Miller* 57 2019 III Director 2021 Sherrese M. Smith* 49 2020 II Director 2023 Wallace R. Weitz* 71 2015 II Director 2023 Katharine B. Weymouth* 54 2015 I Director 2022 All of the directors and nominees have held senior positions as leaders of complex organizations and gained expertise in core we face. Age 71, Director since 2015 Mr. Brian graduated One, Inc. ▪ 2023 Proxy Statement | 17 Age 60, Director since 2017 C-SPAN. One and her experience in the industry. Age 64, Director since 2019 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 Dean’s Advisory Council. Additionally, she earned an MBA from Boston University, where she graduated first in her class. Age 51, Director since 2020 Age 73, Director since 2015 Additionally, he serves as a director of Berkshire Hathaway Inc. He graduated from Carleton College with a bachelor’s degree in economics. Age 56, Director since 2015 graduated Director Board Audit Committee Compensation 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* ✔ ✔ ✔ Sherrese M. Smith* ✔ ✔ Wallace R. Weitz* ✔ Chair ✔ Katharine B. Weymouth* ✔ ✔ ✔ Number of Meetings 6 7 4 4 4 2022. Stockholders. and all nominees are “independent.” Board Leadership Structure CEO. beginning with the 2022 Annual Meeting and environmental matters, including climate related risks. Communicating with Directors Meeting. 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. 2020 2019 Audit Fees (1) Audit-Related Fees (2) Tax Fees All Other Fees (3) Total Name Chair of the Board, President and Former CFO Effective January 1, 2023, Mr. Johnson was appointed Chief Technology and Digital Officer. Prior to such appointment, Mr. Johnson served as Senior Vice President, Effective July 1, 2022, (a) Mr. Cochran stepped down from his position as our CFO; and (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 remain employed as a Senior See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the definition of Adjusted EBITDA, Our 2022 Adjusted EBITDA less capital expenditures was 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 Our Executive Compensation Program and Practices Objectives of Our Executive Compensation Program C&TM Committee meetings include an executive session, where matters are discussed without management present.
20212023 Annual Meeting of Stockholders (the “Annual Meeting”)21, 2021,19, 2023, at 8:00 a.m., local timePlace:Cable One, Inc. Headquarters, 210 E. Earll Drive, Phoenix, Arizona, 85012Webcast:ir.cableone.net or https://services.choruscall.com/links/cabo210521.htmlVirtual 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: 5, 202116, 202111, 2023, to all stockholders entitled to vote at the Annual Meeting.Voting Matters and Board RecommendationsThe Board of Directors (the “Board”) of Cable One, Inc. (the “Company, “we,” “us,” “our” or “Cable One”) unanimously recommends you vote as follows:ProposalBoard RecommendationPage forAdditionalDetail1. Election of Directors:The election of the four directors named in this Proxy Statement to hold office until the 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualified or as otherwise provided in our Amended and Restated By-laws (“By-laws”)FOReach nominated director ☑102. 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 our Company for the year ending December 31, 2021FOR ☑213. Advisory Vote to Approve Executive Compensation for 2020:The approval, on a nonbinding advisory basis, of the compensation of our named executive officers (“NEOs”) for 2020 (also referred to as the “say-on-pay” vote)FOR ☑46Company HighlightsOperational Highlights■We added a record 82,000 residential data customers, which excluded a net of approximately 14,000 additional residential data customers from our acquisition and disposition activity in 2020. That growth resulted in an organic addition (excluding customers added at the time of closing of each of our various acquisitions since 2015) of over 50% more customers in 2020 than we had in the four-and-a-half year period between our spin-off and the end of 2019.■Our customer-focused pandemic response initiatives included:○Participated in the Federal Communications Commission’s (the “FCC”) “Keep Americans Connected Pledge”;○Creation of video chat applications that enabled our technicians to install and troubleshoot service while keeping our customers and employees safe;○Setting up free public Wi-Fi hotspots and offering a low-cost 15 Megabit per second residential data service for the first three months;○Member of the “K-12 Bridge to Broadband” initiative, which helps school districts and states provide internet access for students in low-income households; and○Donated $300,000 to Meals on Wheels and local food banks and $50,000 to K-12 schools for back to school supplies.■We further strengthened our commitment to diversity, equity and inclusion, working to foster an environment in which all employees and customers are valued. In 2020, we established an Inclusion and Diversity Advisory Board made up of individuals from across our organization and ranging from frontline employees to members of management. We held our inaugural “Diversity Week,” released an Allyship Guide and launched learning and engagement strategies, such as unconscious bias training. Through our expanded corporate giving program we continued our ongoing partnership with Arbor Day Foundation as well as our Chromebooks for Kids initiative through which we donate Chromebooks to Title I schools in our markets, helping to ensure low-income students have the devices they need to participate in virtual learning. We also made donations to EmbraceRace and the Equal Justice Initiative.■In 2020, we acquired Valu-Net LLC, an all-fiber internet service provider headquartered in Kansas (“Valu-Net”), and completed five strategic investments with a cumulative book value of nearly $750 million to further our vision to provide high-quality broadband service to small cities and large towns throughout rural America.Financial Highlights■Net income was $304.4 million in 2020, an increase of 70.4% year-over-year. Adjusted EBITDA was $674.1 million, an increase of 18.5% year-over-year. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”).■Net cash provided by operating activities was $574.4 million, an increase of 16.8% year-over-year. Adjusted EBITDA less capital expenditures was $380.9 million, an increase of 24.2% year-over-year. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” 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.■Total stockholder return as of December 31, 2020 was 50.4% on a one-year basis and 48.0% on a compounded three-year basis.Governance Highlights
■90% of the Board is independent, and our gender and racially diverse Board is comprised of 60% female directors.■Our average Board tenure is approximately seven years with only one Board member having served more than six years. Over the last two years, we have added three diverse directors to our 10-person Board.■We are in the process of declassifying our Board over a three-year phase-in period after our stockholders, upon the unanimous recommendation of our Board, approved the elimination of our classified Board structure to provide for the annual election of directors at our 2020 Annual Meeting of Stockholders.■We maintain robust executive and non-employee director stock ownership guidelines.■Our Clawback Policy allows for the forfeiture and recoupment of 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.■We have a majority voting requirement in uncontested director elections.■We do not have a stockholder rights plan.■Every member of our Audit, Compensation and Nominating and Governance Committees are independent under New York Stock Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules.Proposal 1: Election of Directors (page 10)The following tables present certain information, as of April 5, 2021, concerning each nominee for election as a director at, and each director whose term of office will continue after, the Annual Meeting.
(Lead Class I and II Directors Continuing in Office Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm (page 21)The following table provides summary information regarding the aggregate fees billed to the Company for professional services rendered by PwC for 2020 and 2019. $ 2,639,156 $ 2,675,539 15,453 16,000 — — 2,700 4,000 $ 2,657,309 $ 2,695,539 Executive Compensation (page 23)We have a performance-based compensation philosophy, and the key objectives of our executive compensation program are as follows:■Attract and retain highly qualified and productive executives.■Motivate executives to enhance our overall performance and profitability through the successful execution of our short- and long-term business strategies, with an emphasis on the long-term.■Align the long-term interests of our executives and stockholders through meaningful ownership of our stock by executives and by rewarding stockholder value creation.■Ensure that total compensation opportunities are competitive.The following charts show the components of 2020 target total direct compensation for our CEO and our other NEOs (except one newly hired NEO) and the percentage that is at-risk.
Proposal 3: Advisory Vote to Approve Executive Compensation for 2020 (page 46)We are asking stockholders to approve an advisory resolution on the compensation of our NEOs as reported in this Proxy Statement. Although the say-on-pay vote is advisory and therefore non-binding, the Board and the Compensation 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 2020 Annual Meeting of Stockholders, nearly 99% of the votes cast were in favor of our say-on-pay proposal.5, 20213, 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. How to Cast Your Vote You can vote using any of the following methods: 
person. However, dueperson 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 continuing public health concerns surrounding the COVID-19 pandemic, you are encouraged to voteinstructions that accompanied your proxy materials in advance utilizing one of the other methods described above andorder to join the webcastAnnual Meeting.Voting Matters and Board Recommendations Proposal rather that attendingof Stockholders and until their respective successors are elected and qualified or as otherwise provided in person. Stockholdersour Amended and Restated By-laws, as amended (our “By-laws”).record (that is, if your shares areAppointment of Independent Registered Public Accounting Firm:in your name and not in “street name”) will bepublic accounting firm of the Company for the fiscal year ending December 31, 2023.list held bynon-binding advisory basis, of the inspectorcompensation of elections. Street name stockholders must obtainour named executive officers (“NEOs”) for 2022 (also referred to as the “say-on-pay” vote).proxy executed in their favor fromnon-binding advisory basis, of the institution that holds their shares, whether it is their brokerage firm, bank or other nominee, and present itfrequency of future advisory votes on named executive officer compensation (also referred to as the inspector of elections in order to vote at the Annual Meeting.“say-on-frequency” vote).20212023 Proxy Statement2022 Strategic, Operational and Financial Highlights Another Year of Solid Operational and Financial Results ■ ■ ■ 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. 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. 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: o The Chair of the Board, President and Chief Executive Officer (“CEO”); o The Chair of the Audit Committee; and o The 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 Certificate 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. 
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. 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. Executive Compensation Program Highlights ■ 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. ■ 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. ■ Our 2022 Omnibus Incentive Compensation Plan (the “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. Director Nominees Name Age Principal Occupation Independent Brad D. Brian 71 2015 Chair of the law firm Munger, Tolles & Olson LLP 0 Deborah J. Kissire 65 2015 Retired Ernst & Young LLP partner Audit 3 Julia M. Laulis 60 2017 Chair of the Board, President and CEO of Cable One Executive 1 Mary E. Meduski 64 2019 President and Chief Financial Officer of TierPoint, LLC and Cequel III, LLC 0 Thomas O. Might 71 1995 Retired Executive Chairman of Cable One — 0 Sherrese M. Smith 51 2020 Managing Partner of Paul Hastings LLP Audit; Nominating and Governance 1 Wallace R. Weitz 73 2015 Founder of Weitz Investment Management, Inc. Audit; C&TM; Executive Katharine B. Weymouth 56 2015 Chief Operating Officer at FamilyCare, Former Publisher and CEO of The Washington Post C&TM Audit Fees 2,615,000 3,078,427 Audit-Related Fees 7,000 6,293 Tax Fees — — All Other Fees 7,800 7,800 Total 2,629,800 3,092,520 20212023 ANNUAL MEETING OF STOCKHOLDERS21, 2021to21, 2021OtherQ:Will any other matters be voted on?A: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 Julia M. Laulisto be held on May 19, 2023, and Steven S. Cochran, acting as your proxies, willat any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting and vote your shares at their discretion.Q:What else should I know about voting?A:IfQ: Who is entitled to vote? A: hold shares in “street name” (that is, your shares are held in a brokeragean account bywith a broker, bank or other nominee also known as a “beneficial owner”), 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(you are considered a"beneficial owner" of record wishing toshares held in “street name”). Beneficial owners of shares held in street name generally cannot vote who has not previously submitted a signed proxy card or voting instruction form 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 theirdirectly and instead must instruct the brokerage firm, bank or other nominee and present it to the inspector of elections in orderhow 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 are a stockholder of record and you sign and return a proxy card but do not indicate your voting preferences, Julia M. Laulis and Steven S. Cochran, acting as your proxies, will vote your shares in accordance with the Board’s recommendations specified in the Proxy Summary under “Voting Matters and Board Recommendations.”Q:Q: Can I change my vote? at any time before the Annual Meeting:■By entering■ Entering a new vote over the internet 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; orBy votingVoting your shares in person or via the internet at the Annual Meeting.If you hold your shares in street name, you may submit new voting instructions by contactingplease refer to information from your bank, broker or other nominee. You may also change your votenominee on how to revoke or revoke yoursubmit new 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.instructions.610 | Cable One, Inc. ▪ 20212023 Proxy StatementQ:Q: What is a broker non-vote? 2021 in Proposal 2.2023 (Proposal 2). However, the proposals regarding the election of directors (Proposal 1), say-on-pay (Proposal 3), and say-on-paysay-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, and 3, 4 (resulting in a “broker non-vote” with respect to each of those proposals); or“BrokerAlthough “broker non-votes” will be counted as present for purposes of determining a quorum, and will have no effect on Proposals 1 and 3. Therefore, we urge you to promptly provide voting instructions to your broker or other nominee so that your shares are voted on all proposals.Q:Q: What vote is required to approve a proposal? proposal.ProposalProposal Vote Required for Approval Non-Votesin person or represented by proxy at the Annual Meeting2020in person or represented by proxy at the Annual MeetingNo effect No effect 4. Advisory Vote on the Frequency 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 by the stockholders entitled to vote thereon who are present or represented by proxy at the Annual Meeting will be considered the frequency selected by stockholders No effect No effectQ:Q: What happens if a director nominee who is duly nominated does not receive a majority of the votes cast? the Company certifieswe 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, the Companywe 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:Q: Who will count the vote? Cable One, Inc. ▪ 2021 Proxy Statement | 7Q: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? Q:WhoQ: 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: ■ ■ ■ 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 in-person, and can I joinlive online at www.virtualshareholdermeeting.com/CABO2023. If you virtually attend the Annual Meeting, any other way?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:The Annual Meeting■instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CABO2023; ■ assistance with questions regarding how to attend and participate via the internet will be streamed for provided at www.virtualshareholdermeeting.com/CABO2023 on the day of the Annual Meeting;■ stockholders may vote and other interested parties via a live audio webcast available on our investor relations website at ir.cableone.net or by visiting https://services.choruscall.com/links/cabo210521.html.As we remain sensitive to the continuing public health concerns surrounding the COVID-19 pandemic and to support the well-being of our employees and stockholders, we are recommending that you join the webcast rather thansubmit questions while attending the Annual Meeting in person this year. We are actively monitoringvia the pandemicinternet; and vaccine distributions rates as well as the protocols that Federal, state and local governments may impose. Except in the event that we are required, or determine it is prudent, to restrict in-person attendance at the Annual Meeting, all stockholders of record as of the close of business on April 5, 2021 can attend the Annual Meeting. If in-person attendance restrictions are imposed, we will make an announcement as promptly as practicable in advance of the Annual Meeting via a press release that will be posted on our investor relations website and will also be filed with the SEC as additional proxy materials. Street name stockholders may be asked to show proof of ownership in order to be admitted to the Annual Meeting.If you join the live audio webcast, ■ you will not be able to vote nor will your presence be counted for purposes of determining whether a quorumneed the 16-Digit Control Number that is present at the Annual Meeting. Accordingly, you are encouraged to voteincluded in advance of the Annual Meeting over the internet, by toll-free telephone or by completing and mailing your proxy card or voting instruction form, as indicated above. In addition, stockholdersthe instructions that accompanied your proxy materials in order to enter the Annual Meeting and other interested parties listening viato vote during the live audio webast will not be able to pose questions.Annual Meeting.Q:Q: What do I need to do to attend the Annual Meeting?Meeting in person?While we recommend that you join the webcast rather than attending the Annual Meeting in person, inIn order to be admitted to the Annual Meeting, you may be asked tomust 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 form 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’s license or passport.
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 internet 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 following social distancing and masking guidelines recommended by the Centers for Disease Control and Prevention. All Annual Meeting attendees will also be required to wear masks, which helps us to protect the health and safety of our our fellow employees, our stockholders and the community.■ Backpacks, cameras, cell phones with cameras, recording equipment and other electronic recording devices will not be permitted inside the Annual Meeting. Q:Q: Can I bring a guest? In-person attendance at theThe 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: ■ 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? were 6,034,547 shareswere 5,699,027 shares of our common stock outstanding and entitled to vote.8 | Cable One, Inc. ▪ 20212023 Proxy Statement | 13Q:Q: Who is soliciting proxies? Q:Q: What other information about Cable Onethe Company is available?■■ 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.website. website at ir.cableone.netQ:Q: Can I receive materials relating to the Annual Meeting electronically? 20212023 Proxy Statement | 9is currentlywas originally divided into three classes, designated Class I, Class II and Class III, with staggered three-year terms, such that the term of one class expires at each annual meeting of stockholders. At our 2020 Annual Meeting of Stockholders, our stockholders approved our Amended and Restated Certificate of Incorporation (the “Charter”)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 belowabove 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). As a result, ourOur Board will be fully declassified following our 2023the Annual Meeting, of Stockholders.and 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 four Class III directors whose term In addition, effective at the time of office expires in 2021. The nominees for election as directors, to serve for a one-year term until the 20222023 Annual Meeting, of Stockholders and until their successor is elected and qualified, are Thomas S. Gayner, Deborah J. Kissire, Thomas O. Might, and Kristine E. Miller. All nominees are currently directorsthe size of the Company.the Company seekswe seek individuals of the highest personal and professional ethics, integrity, business acumen and commitment to representing the long-term interests of our stockholders and other stakeholders.andand/or persons of color in each candidate pool from which non-incumbent director nominees are selected, consistent with its past practice. Over the last twofour years, the Board has elected three new female directors, including one racially diverse director.The following table presents certain information, as of April 5, 2021, concerning each nominee for election as a director at, and each director whose term of office will continue after, the Annual Meeting. * Independent Directorhe or shethey should serve as a director, the Board believes that each nominee has demonstrated established records of accomplishment in areas relevant to our strategy and operations and share characteristics identified in our Corporate Governance Guidelines Code of Business Conduct and Ethics 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.10 | Cable One, Inc. ▪ 2021 Proxy Statementmanagement 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,financial literacy or expertise, risk management, and legal compensation, leadership development, compliance and risk management.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 our 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.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.Data, Video, Voice /Communications /Media IndustryExperienceLeadershipExperienceGovernance /Outside BoardExperienceFinancial /AccountingExpertiseLegalExpertiseDiversityBrad D. Brian✔✔✔Thomas S. Gayner✔✔✔✔Deborah J. Kissire✔✔✔✔✔Julia M. Laulis✔✔✔✔Mary E. Meduski✔✔✔✔✔Thomas O. Might✔✔✔Kristine E. Miller✔✔✔Sherrese M. Smith✔✔✔✔✔Wallace R. Weitz✔✔✔Katharine B. Weymouth✔✔✔✔✔Nominees for Election for a Term Expiring at the 2022 Annual Meeting of StockholdersThomas S. GaynerMr. 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 and as a director since August 2016. He also served as President and Chief Investment Officer of Markel Corporation from May 2010 until December 2015 and as a director 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 PwC and a Vice President of Davenport & Company LLC in Virginia. Mr. Gayner serves on the boards of Colfax Corporation and GHC. He also serves on the board of The Davis Series Mutual Funds.Mr. Gayner brings 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 other public company boards.In considering the nomination of Mr. Gayner to serve an additional term as a director, the other members of the Nominating and Governance Committee (on which Mr. Gayner serves as Chair) and the Board carefully examined and assessed Mr. Gayner’s roles with and obligations to entities other than the Company, including his position as an executive officer of Markel Corporation and his services as a board member of other public companies, including our former corporate parent, GHC. Among the numerous benefits derived from Mr. Gayner’s service as a director, the Board believes that his experience, perspective and insights all strongly align with our long-term focus; his presence on and helping lead the Board provides stability and continuity in light of the shift in our strategic focus over the last decade to being a broadband-centric connectivity provider as well as in our evaluation, execution and/or integration efforts related to multiple acquisitions and strategic investments; and his deep understanding of and involvement with various stakeholders stemming from his roles at other companies provides a unique and valuable resource to Cable One. The Nominating and Governance Committee and the Board also took note of Mr. Gayner’s perfect attendance record in 2019 and 2020 at meetings of the Board and of the Committees on which he served as well as his exceptional attendance record in his nearly six years of service on our Board (having attended all but two of his Board and Committee meetings during that time). Furthermore, Mr. Gayner has vigorously discharged his leadership roles as our Lead Independent Director and as Chair of the Executive and Nominating and Governance Committees, both in preparedness and active participation, and he continues to be a valuable member of the Board with sufficient capacity to devote the necessary time and attention to matters concerning the Board. After a thorough evaluation of all of these considerations, as well as the leadership, management oversight and financial skills brought to the Board by Mr. Gayner, the Nominating and Corporate Governance Committee unanimously recommended and the Board unanimously re-nominated Mr. Gayner for election to the Board.20212023 Proxy Statement | 1115Deborah J. KissireMs. 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 ChairEast Central Region Managing Partner as well as a member of the Americas Executive Board. Ms. Kissire serves on the boards of Axalta Coating Systems Ltd., Celanese Corporation and Omnicom Group Inc., and she has served on the boards of Goodwill Industries of Greater Washington and Junior Achievement USA.Ms. Kissire brings to the Board her significant experience in public company financial reporting, accounting and internal control matters.Thomas O. MightMr. Might has been a member of the Board of Cable One 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 Chief Executive Officer 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 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. He became President and Chief Executive Officer 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.Mr. Might brings to the Board leadership and management oversight skills as well as intimate knowledge and perspective about the Company’s history, strategic and operational opportunities and challenges, economic and industry trends, and the competitive and financial positioning of the Company based on his various executive roles at Cable One.Kristine E. MillerMs. Miller served as Senior Vice President, Chief Strategy Officer for eBay, a global ecommerce marketplace, from September 2014 until February 2020. Prior to joining eBay, Ms. Miller was a Partner and Director at Bain & Company, a global management consulting firm, from 1990 until 2014. At Bain, Ms. Miller served in numerous leadership roles, including Chair of Bain’s Compensation and Promotion Committee. Ms. Miller currently serves on the boards of Neiman Marcus Group; Chairish, an online, high-end home furnishings marketplace; and Reflect, a privately held mental health platform. She has served on the boards of the eBay Foundation, Bain & Company, the California Chamber of Commerce and Junior Achievement of the Bay Area.Ms. Miller brings to the Board her extensive experience, including working with company management and boards, on matters related to strategic leadership, marketing, technology, operations and organizational effectiveness across various industries as well as expertise related to acquisition and integration activities.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.Skill Industry Experience ✔ ✔ ✔ ✔ ✔ Operations/Customer Service ✔ ✔ ✔ ✔ ✔ Technology and Innovation ✔ ✔ ✔ ✔ ✔ Leadership and Strategy ✔ ✔ ✔ ✔ ✔ ✔ ✔ Corporate Governance ✔ ✔ ✔ ✔ ✔ ✔ ✔ Talent Management and Development ✔ ✔ ✔ ✔ ✔ ✔ ✔ Brand Management ✔ ✔ ✔ ✔ ✔ ✔ ✔ Financial Literacy or Expertise ✔ ✔ ✔ ✔ ✔ ✔ ✔ Risk Management ✔ ✔ ✔ ✔ ✔ ✔ ✔ Legal or Regulatory ✔ Gender Male Female Female Female Male Female Male Female Race/Ethnicity African American ✔ Asian/ Pacific Islander White/Caucasian ✔ ✔ ✔ ✔ ✔ ✔ Hispanic/Latino Native American 1216 | Cable One, Inc. ▪ 20212023 Proxy StatementDirectors Continuing in Office■ Compensation and Talent Management ■ Nominating and Governance 3940 years. A complex civil and criminal litigator, Mr. Brian is a Fellow in the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Brian has represented numerous Fortune 500 corporations in lawsuits and government investigations. This work has included trials, regulatory investigations and internal corporate investigations. He also has defended companies against more than 40 lawsuits filed under the qui tam provisions of the False Claims Act. Mr. Brian is the co-editor of Internal Corporate Investigations (ABA 4th Ed. 2017). Mr. Brian was named a “Litigator of the Year” by The American Lawyer in 2016. He serves on several non-profit boards, including the board of trustees of the UC Berkeley Foundation.corporateenterprise risk advisor for numerous Fortune 500 corporations and his extensive understanding of complex legal matters.■ Audit that may arise at 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.One.■ Executive Chief Executive OfficerCEO and a member of the Board since January 2017 and President of Cable One since January 2015.NorthwestNorWest 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. In 2008, sheMs. Laulis was named Chief Operations Officer in 2008, responsible for the Company’s three operation divisions and intwo call centers. In 2012, sheMs. Laulis was named Chief Operating Officer.Officer, adding sales, marketing and technology to her responsibilities. In January 2015, she was promoted to President and Chief Operating Officer.positions with Jones Communications.positions. Ms. Laulis began her 35-plus-year39-year career in the cable industry with Hauser Communications. Ms. Laulis graduated from Indiana University in Bloomington with a bachelor’s degree in Telecommunications.C-SPAN,a global energy company, CableLabs and The Cable Center, and she is a trustee of the C-SPAN Education Foundation.the Company’sour President and Chief Executive Officer,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, of the Company based on her various executive roles at Cable One.■ Audit ■ Nominating and Governance Chief Financial OfficerCFO 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 Chief Financial OfficerCFO of Suddenlink Communications, a cable telecommunications company, from 2006 until 2015. Before joining Suddenlink Communications, Ms. Meduski served as Executive Vice President and Chief Financial OfficerCFO of AAT Communications Corp., the largest privately owned wireless tower company in the United States at the time. Prior to joining AAT Communications, she was a Managing Director in the Media and Communications Investment Banking Groups of TD Securities and BankBoston Securities. Ms. Meduski holds a bachelor’s degree from Cornell University. She is a memberMember of the Cornell University Board of Trustees.■ Audit ■ Nominating and Governance 2013.2013 and currently serves as Managing Partner of the firm. She is a member of the firm’s media, technology and telecommunications practice and serves as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., EU, and Asia). Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the FCCFederal Communications Commission (the “FCC”) from July 2009 to June 2013. She was Vice President and General Counsel of Washington Post Digital from July 2002 to July 2009. Ms. Smith serves on the boards of NortonLifeLockGen 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.Cable One, Inc. ▪ 2021 Proxy Statement | 13Table She is also an Active Member of Contentsthe Northwestern Law Board. Ms. Smith graduated from Northwestern University Pritzker School of Law and the University of South Carolina.■ Audit ■ Compensation and Talent Management ■ Executive 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 onthe Chair of the board of trustees for Carleton College and serves on various other non-profit boards.financeleadership and financial experience as the founder of Weitz Investment Management as well as his extensive experience as an investor in public companies.■ Compensation and Talent Management Chief Executive OfficerCEO of The Washington Post from 2008 through the newspaper divisionend of The Washington Post Company, from February 2008 until October 2014. Prior to becoming Publisher and Chief Executive Officer,CEO, Ms. Weymouth served inperformed a number of different roles on the business roles atside of The Washington Post including as Vice President of the advertisingAdvertising department. She began her career as an attorney, practicing for eight years, including asclerking for a judicial clerkyear on the U.S. Court of Appeals for the 9thNinth Circuit for one year,and spending several years as a litigator at the boutique law firm of Williams & Connolly LLP for several yearsConnolly.in the legal department at The Washington Post for multiple years.Sequoia Fund, Inc., a mutual fund company. Ms. Weymouth is a Senior Advisor to dineXpert, a group buying service for independent restaurants, after having previously served in the roles of Chief Operating Officer and President. Ms. Weymouth serves on the boards of GHC and Republic Services, Inc. She also serves as a director of the Sequoia Fund and at two private companies—Xometry and Empower. In addition, she is a trustee for the Philip L. Graham Fund the Chairand is a Trustee of the Board for The Greater Washington Community FoundationFoundation. Ms. Weymouth earned her JD from Stanford Law School and an Advisory Board member of FiscalNote.public company(i) leadership, management, oversight and operational expertiseCEO 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 various senior roles witheight 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 directorships at public and private companies as well as(iii) historical knowledge of our business, strategy and corporate culture from her time as a director of GHC.There are no family relationships among any ofGraham Holdings Company, our directors and executive officers.1420 | Cable One, Inc. ▪ 20212023 Proxy Statement■ 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: o Ms. Weymouth’s consistently high level of commitment towards the Company and regular engagement with management; and o Ms. 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: o Deep understanding of, and long-standing connections to, our business, strategy and corporate culture, both as a member of the Board and as a member of the board of directors of Graham Holdings Company (our parent company prior to our July 2015 spin-off), where she has served as a director since January 2010; o Leadership, management, and CEO experience gained through numerous leadership positions at The Washington Post, including Publisher and CEO, and as the former COO and former CEO of The Chef Market (formerly dineXpert); and o Strategy and marketing experience from her eight years in the advertising department at The Washington Post, where as Vice President of Advertising she led the transformation of The Washington Post from a print newspaper business to a digital content business. 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 standards applicable to boards of directors generally, and board committees in particular.thata copy of which is maintained on our website, 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.current membership of our current 10-person Board and each of its committees, as well as the number of times the Board and each committee met during 2020. Director Board Brad D. Brian* ✔ ✔ ✔ Thomas S. Gayner* 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 2020.As we are a part2022.■■ 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; Cable One, Inc. ▪ 2021 Proxy Statement | 15■■ the qualifications and independence of our independent registered public accounting firm; ■■ the performance of our internal audit function; ■■ the independent 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 SEC. CompensationCompensationC&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 executive officers; ■■ overseeing the administrationdevelopment and determinationimplementation of awards under our compensation plans;■■ overseeing our human capital programs, policies and practices, such aswhich may include associate development, talent management, organizational culture and diversity and inclusion initiatives (except(in each case except with respect to matters that are within the scope of responsibility of another committee of the Board); and■■ preparing any report on executive compensation required by the rules and regulations of the SEC. 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.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’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. 1624 | Cable One, Inc. ▪ 20212023 Proxy Statement■■ 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’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. assureus achieve the highest levels of business ethics, at Cable One, our Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, copies of which are maintained on our website, ir.cableone.net/govdocs.the governance of the Company.our corporate governance. Among other things, our Corporate Governance Guidelines address: director qualifications; Board operations, structure and leadership; director compensation; management review and succession; and director orientation and continuing education. The Corporate Governance Guidelines also provide for annual self-evaluations by the Board and its committees.he or shethey would be age 75 or older at the time of the election, unless the Board, upon recommendation of the Nominating and Governance Committee, determines that it is in the best interests of the Company and its stockholders for the director to continue to serve on the Board for an additional term.Cable One, Inc. ▪ 2021 Proxy Statement | 17AccessTableOur By-laws permit a stockholder, or a group of Contentsup to 20 stockholders, owning at least three percent of our outstanding stock continuously for at least three years to nominate and include in our 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 provided that the stockholder(s) and nominee(s) satisfy all eligibility, procedural and disclosure requirements specified in the By-laws, including that each director nominee submitted through the proxy access by-law must meet the qualifications to be an independent director.event a stockholder2024 Annual Meeting of record desires to bring any other business before the meeting, proper notice must include a brief description of such other business the stockholder proposes to bring before the meeting and the reason for conducting such business.nominees (including candidates recommended by stockholders);nominees; and the general process for communications between stockholders and the Board. Spencer Stuart, a national outside director search firm that we retained in 2018, assisted in identifying Ms. Miller, who was elected by the Board in September 2019 and is a nominee for election at the Annual Meeting.following directors are independent: Mr. Brian, Mr. Gayner,exception of Ms. Kissire, Ms. Meduski, Mr. Might (beginning in 2021), Ms. Miller, Ms. Smith, Mr. Weitz and Ms. Weymouth. The Board also determined that prior to his retirement as a memberLaulis, all of the members of the Board in February 2021, Mr. Spoon was independent.2020,2022, 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 20212023 as appropriate.18 | Cable One, Inc. ▪ 2021 Proxy StatementChief 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.Chief Executive OfficerCEO as Ms. Laulis serves in both roles. The Board believes that Ms. Laulis’ service as both Chair of the Board and Chief Executive OfficerCEO is in the best interests of the Company and that this structure is appropriate because Ms. 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 of the Company during her more than 20-year career at Cable Onethe Company through her experiences as an employee, executive and director of Cable One.director. Her dual role promotes decisive leadership, accountability and clarity in the overall direction of the Company’sour business strategy as well as effective decision-making and strategic alignment between the Board and the Company’sour senior management. The Board also believes that this approach facilitates clear and consistent communication of the Company’sour strategy to all stakeholders and that, in consultation with our Lead Independent Director, Ms. Laulis is best positioned to develop agendas that focus on matters that merit Board attention.Chief Executive Officer.■the nominees elected at the Annual Meeting (and at each subsequent annual meeting) will be elected for one-year terms;■ ■of Stockholders, a majority of the directors will bewere elected annually;for one-year terms; and■■ following the 2023 Annual Meeting, of Stockholders, the entire Board will be elected annually.ourthe Annual Meeting.Annual MeetingProxy Statement | 27of 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 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, as well as our risks and practices related to cybersecurity matters.that aimdesigned to surface directly to the Board key matters that can affect the Company’sour risk exposures as well as by our leadership structure as described above. The Company hasWe have a Disclosure Controls Committee that reports directly to the Audit Committee on certain matters relating to the Company’sour public disclosures. The CompanyWe also hashave 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 report directlyprovide reports to the Audit Committee to establish a mutual understanding with management of the effectiveness of the Company’sour risk management practices and capabilities, to review the Company’sour risk exposure and tolerance and to elevate certain key risks for oversight at the Board level.Cable One, Inc. ▪ 2021 Proxy Statement | 19the 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.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. To support the well-being of our employees and stockholders in light of the COVID-19 pandemic, allAll of our directors virtually attended our 20202022 Annual Meeting of Stockholders, except Ms. Laulis who attended in person.CompensationC&TM Committee in 2020.2022. None of these individuals has ever been an employee of the Company.employed by us. During 2020,2022, 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.refer to the section entitledread “Compensation Discussion and Analysis—Corporate Governance Policies” beginning on page 33 of this Proxy Statement for discussion of our stock ownership guidelines and our policies with respect to prohibiting derivative trading, hedging and pledging, clawbacks and the tax deductibility of compensation.2028 | Cable One, Inc. ▪ 20212023 Proxy Statement
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPwC, anhas audited theretained to audit our financial statements of our Company for the fiscal year ended December 31, 2020, and has served as our independent auditor since 2014.statements. Our Audit Committee has appointed PwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 20212023. 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 PwC 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.20202022, and the firm’s relationship with the Company and will be available to respond to appropriate questions from stockholders.Internal Revenue Code, of 1986, as amended (the “Code”), and related regulations.Chief Financial OfficerCFO (or other designated officer) and must include a statement from that individual as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence. All audit fees, audit-related fees and all other fees were preapproved by the Audit Committee.20212023 Proxy Statement | 2129information regarding the aggregate fees billed to the Company for professional services renderedbilled by PwC for 2020the fiscal years ended December 31, 2022 and 2019. $ 2,639,156 $ 2,675,539 15,453 16,000 — — 2,700 4,000 $ 2,657,309 $ 2,695,539
2021. 2,615,000 3,078,427 7,000 6,293 Tax Fees — — 7,800 7,800 Total 2,629,800 3,092,520 (1)(1) Audit fees for 20202022 and 20192021 related to the annual audit and reviews of financial statements included in the Company’sour quarterly filings, including reimbursable expenses. Audit fees for 20202022 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 various procedures performed in connection with the Company’s common stockour Hargray and seniorCableAmerica acquisitions, enterprise resource planning system implementation, convertible notes private offeringsoffering and the Hargray Acquisition Holdings, LLC (“Hargray”) and Mega Broadband Investments Holdings LLC transactions. Audit fees for 2019 also related to the review of financial statements and other financial information of Clearwave Communications (“Clearwave”), Fidelity Communications’ data, video, and voice business (“Fidelity”) as well as services related to the new lease accounting standard, Accounting Standards Codification Topic 842 – Leases.Fiber transaction.(2)(2) Audit-related fees for 20202022 and 20192021 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.(3)(3) All other fees for 20202022 and 20192021 related to software licensing for finance and accounting research tools provided by PwC. UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF OUR COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.2023.2230 | Cable One, Inc. ▪ 20212023 Proxy StatementCompensation Discussion and AnalysisNEOs named in the 2020 Summary Compensation Table:“named executive officers” or “NEOs” as listed below.NamePositionPosition Julia M. Laulis Chief Executive Officer (“CEO”)CFO Michael E. Bowker Chief Operating Officer (“COO”)Chief Technology and Digital Officer Eric M. Lardy Senior Vice President, Operations and Integration (1)(3)(1) Effective July 1, 2022, Mr. Koetje was appointed as our CFO. Prior to such appointment, Mr. Koetje served as Senior Vice President, and Chief Financial Officer (“CFO”)Business Development & Finance.James A. Obermeyer (2)Marketing and SalesPeter N. WittyVice President, General Counsel and Secretary(1)EffectiveAdvisor to the Company through January 1, 2021,31, 2023 to assist in the orderly transition of the role of CFO. Mr. Cochran’s titledecision to step down from his position as CFO was changednot the result of any disagreement with the Company on any matter relating to Chief Financial Officer.(2)Effective February 24, 2020, Mr. Obermeyer was appointed Senior Vice President, Marketingthe Company’s operations, policies and Sales.20202020 was an extraordinarybeset by profound challenges and uncertainty. Despite the impediments created by the COVID-19 pandemic, we produced impressiveof solid operational and financial resultsperformance in 2020, which resulted in significant value creation for our stockholders. We also launched or expanded various initiatives to deliver on our purpose of keeping our customers connected to what matters most, including in response to the unprecedented events surrounding the pandemic; to strengthen our commitment to diversity, equity and inclusion and corporate social responsibility; and to build our business through strategic investments, acquisitions and organic growth. These efforts are reflected2022, highlighted by the following highlights as well asactions and metrics. For additional information regarding some of our accomplishments in 2022, please read the operational highlights listed on page 2 of this discussion under “Proxy Statement.Statement Summary – 2022 Strategic, Operational and Financial Highlights.”■We added a record 82,000 residential■ customers, which excludes a net of approximately 14,000 residential data customers from our acquisition and disposition activity in 2020. That growth resulted in an organic addition (excluding customers added at the time of closing of each of our various acquisitions since 2015) of over 50% more customers in 2020 than we had in the four-and-a-half year period between our spin-off and the end of 2019.revenues increased by 11.8% year-over-year.■Net■ $304.4$234.1 million in 2020,2022, 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 70.4%8.6% year-over-year.■was $674.1 million, an increasea reconciliation of 18.5% year-over-year.■Net■ $574.4$738.0 million in 2022, an increase of 16.8%4.8% year-over-year.■$380.9$497.8 million, an increase of 24.2%11.3% year-over-year.■Total stockholder return as of December 31, 2020 was 50.4% on a one-year basis and 48.0% on a compounded three-year basis.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.Cable One, Inc. ▪ 2021 Proxy Statement | 23✓✓ 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 CompensationC&TM Committee engages an independent compensation consultant.✓✓ We maintain robust executive and non-employee director stock ownership guidelines. ✓✓ Our Clawback Policy allowsprovides 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 CompensationC&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 Code. ✓✓ We provide only limited perquisites to our NEOs. ✓The Cable One, Inc. 2015✓ Our 2022 Omnibus Incentive Compensation Plan as amended and restated (the “2015 Plan”) does not allow for the repricing of options or SARs without stockholder approval nor does the 2015 Planor contain an “evergreen” or automatic share replenishment provision.CompensationC&TM Committee 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 considers the outcome of say-on-pay votes and is devoted to consistently reviewing and enhancing our compensation programs. At our 20202022 Annual Meeting, of Stockholders, nearly 99%approximately 97% of the votes cast were in favor of our say-on-pay proposal. After evaluating the outcome of the 20202022 say-on-pay vote and based upon input from the CompensationC&TM Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), the CompensationC&TM Committee determined thatbelieves our executive compensation program is appropriately aligned with our compensation philosophy and our business strategy.Certain Elements of Our 20202022 Executive Compensation Program20202022 executive compensation program supports our performance-based executive compensationpay philosophy, which is described below, with lowerlimited fixed compensation and higheran emphasis on at‐risk compensation. Target total direct compensation remained significantly below our peersmedian peer levels while our financial and operating successes and total stockholder return were aboveperformance compared favorably to our industry peers across most majorkey performance metrics that were evaluated.evaluated, including revenue growth, EBITDA growth, and EBITDA margin. For 2020:2022:■■ continuing NEO (excluding Mr. Obermeyer) based on individual and Company performance and executive experience, in an effort to address shortfalls comparedin total compensation relative to competitive market levels. None■ continuing NEOs had received a base salary adjustment since 2018.■Annual Cash Incentives – 2020 bonus goals metrics remain unchanged and 2020business. The 2022 target bonus percentages for each NEO were set at the same level as the 2019 target bonus percentages, except for Mr. Cochran whose target bonus percentage was increased by five percentage pointsfrom 2021 levels in an effort to more closely align withaddress shortfalls relative to competitive market levels.■■ Compensation Committee approved changes to our long-term equity incentives to shift from providing ad hoc awards of time-based RSAs and SARs to a structure where the majority of annual equity grant value iswas provided through performance-based restricted stock awards (“PSAs”) with the balance in time-basedservice-based restricted stock awards (“RSAs”). The mix of 20202022 equity grants remainedwas more performance-based than typical marketpeer practice while also supporting executive retention. 20202022 equity grant values were comprised of approximately 67%63% PSAs and 33%37% RSAs for Ms. Laulis and ranged between approximately 60%60-62% PSAs and 40%38-40% RSAs for each of our other continuing NEOs.24 | Cable One, Inc. ▪ 2021 Proxy StatementThe Compensation Committee believesfeatures.incentives. The primary components of our compensation program and associated purposes are as follows:■■ paymentsalary for services rendered.■■ annualoperating performance and support our objectives by tying any payout to achievement against pre-established financial goals.■■ beyond and support retention.beyond. The majority of annual long-term equity incentives for our executives areNEOs is tied to 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 receivereceived long-term equity incentives in the form of RSAs and stock appreciation rights (“SARs”),SARs, which are intended to support direct alignment with the interests of our long-term stockholders.■■ perquisites, such as relocation and temporary housing assistance for newly hired executives;perquisites; and limited severance benefits in the event of an involuntary termination which generally provide for partial vestingnot involving a change of outstanding equity awards.control.70% or moreapproximately 82% of average2022 target total direct compensation for our NEOs being at-risk. The CompensationC&TM Committee considers each component of compensation collectively when establishing the forms and levels of compensation for our NEOs. In determining the appropriate mix of compensation elements for each NEO, our executive compensation program seeks to balance 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 align our NEOs’ interests with those of our stockholders.20202022 target total direct compensation for our CEO and our other NEOs (except one newly hired NEO) and the percentage that is at-risk.
Cable One, Inc. ▪ 2021 Proxy Statement | 25Ourobjectives, alignobjectives; aligns the interests of our executive officers and long-term stockholdersstockholders; and ensure that we canenables us to hire and retain talented individuals in a competitive marketplace.■Attract■ 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- 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. CompensationC&TM Committee and the CEOhas delegatedin discharging its responsibilities relating to the Compensation Committeecompensation of our executive officers and the responsibility of overseeingBoard; (ii) oversee the administration of our compensation plans and the preparation of all related 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 our stockholders for approval.CompensationC&TM Committee generally meets at least quarterly throughout the year and may meet more often, as required, to address ongoing events. In 2020,2022, the CompensationC&TM Committee met four 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 CompensationC&TM Committee meetings held during 2020.2022. 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, cash incentive compensation and equity compensation of our NEOs (other than our herself). for 2023. In general, a representative from the CompensationC&TM Committee’s independent compensation consultant, FW Cook, and legal counsel also attend CompensationC&TM Committee meetings.CompensationC&TM Committee determinedreviewed and approved the compensation of each of our NEOs for 2020.2022. Determinations for our CEO were made after consideration 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 CompensationC&TM Committee’s determinations of compensation were based oninformed by the recommendations of our CEO, which reflected consideration of individual and Company performance as well as industry peer group practice. In making its executive compensation decisions, the CompensationC&TM Committee does not target a specific percentile for pay, but instead examines external market data of our industry peer group (described in the section entitledbelow under “Use of Peer Companies” below)) as a guide with respect to all pay elements.guide. The factors that influence the amount of compensation awarded include market competition for a particular position; an individual’s experience inside or outside the Company; compensation history,history; role and responsibilities within the Company;responsibilities; an individual’s performance; the value of the position within the Company and internal pay equity; succession planning; and the Company’sour financial performance.CompensationC&TM Committee has the sole authority to retain and dismiss an independent compensation consultant. In 2020,2022, 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 elements of the Company’sour executive compensation programs for 2020.2022. 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 it provided to the CompensationC&TM Committee.26 | Cable One, Inc. ▪ 2021 Proxy Statement
Use of Peer Companies
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As part For 2022, each of the annual review process for 2020, our continuing NEOs received the base salary increases indicated in the table below based on individual and Company performance and tenure with our Company, and to address shortfalls compared to competitive market salary levels that had grown over several years as none of our continuing NEOs had received a base salary adjustment since January 2018 in the case of Ms. Laulis and Mr. Bowker, and since being hired in April and August 2018 in the cases of Messrs. Witty and Cochran, respectively. The 26.1% and 16.9% increases for Ms. Laulis and Mr. Cochran, respectively, reflected their strong contributions to the Company’s success and the large shortfalls versus their peers’ base salaries at the time.
The table below reflects 20202022 base salary amounts approved by the CompensationC&TM Committee, (including the annualized 2020 base salary amount for Mr. Obermeyer), 20192021 base salary amounts and the dollar and approximate percent change from 20192021 base salary amounts for continuingour NEOs.
Name | 2020 Base Salary (1) | 2019 Base Salary | $ Change | % Change | ||||
Julia M. Laulis | $725,000 | $575,000 | $150,000 | 26.1% | ||||
Michael E. Bowker | $385,000 | $360,000 | $25,000 | 6.9% | ||||
Steven S. Cochran | $380,000 | $325,000 | $55,000 | 16.9% | ||||
James A. Obermeyer | $250,000 | N/A | — | — | ||||
Peter N. Witty | $330,000 | $315,000 | $15,000 | 4.8% |
