Brad D. Brian
Cable OneAbout Brad D. Brian
Brad D. Brian (age 73) has served as an independent director of Cable One, Inc. since 2015. He is Chair of the law firm Munger, Tolles & Olson LLP, a nationally recognized trial lawyer with over 40 years at the firm, and a Fellow of the American College of Trial Lawyers and International Academy of Trial Lawyers. He graduated magna cum laude from Harvard Law School and with great distinction from the University of California, Berkeley, and brings deep legal, risk, and governance expertise to CABO’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Munger, Tolles & Olson LLP | Chair; complex civil/criminal litigator | 40+ years | Fortune 500 litigation, government/internal investigations; False Claims Act defense |
| American College of Trial Lawyers | Fellow | Not disclosed | Professional recognition of trial excellence |
| International Academy of Trial Lawyers | Fellow | Not disclosed | Professional recognition of trial excellence |
| ABA (publication) | Co‑Editor, Internal Corporate Investigations (4th Ed. 2017) | 2017 | Thought leadership in corporate investigations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | 0 public company directorships |
| Non‑profit boards | Director | Not disclosed | Serves on several non‑profit boards |
Board Governance
- Independence: Board affirmatively determined Mr. Brian is independent under NYSE and SEC rules .
- Committee memberships: Compensation & Talent Management (C&TM); Nominating & Governance .
- Committee chairs: Not a committee chair (Audit Chair: Kissire; C&TM Chair: Weymouth; Nominating & Governance Chair: Meduski; Executive Chair: Weitz) .
- Meetings/attendance: Board met 6x; C&TM 5x; Nominating & Governance 5x in 2024; each director attended at least 75% of Board/committee meetings served . All directors attended the 2024 Annual Meeting .
- Lead Independent Director: Mary E. Meduski; non‑management directors meet in executive session regularly .
- Risk oversight: Audit handles financial/reporting risk; C&TM covers compensation/human capital; Nominating & Governance oversees governance, ESG, cybersecurity .
Fixed Compensation
| Component | Program Terms | Brad D. Brian – 2024 |
|---|---|---|
| Annual cash retainer | $90,000 cash to each non‑employee director | $0 (elected RSU deferral; no cash paid) |
| Committee chair fees | Audit $20k; C&TM $15k; Exec $10k; Nominating & Governance $10k | Not applicable (not a chair) |
| Lead Independent Director fee | $30,000 | Not applicable |
| Annual equity award (RSUs) | ~$155,000 RSUs, granted at AGM; vests by next AGM; optional deferral of cash fees into RSUs | Stock awards $244,728 (includes RSUs and any cash‑to‑RSU deferrals) |
| All other compensation | Reimbursements; corrective tax assistance tied to delayed dividend payments | $5,411 (dividends $3,126; tax assistance $2,285) |
| Total 2024 director comp | Cash + equity + other | $250,139 |
Program notes:
- Non‑employee directors may elect to defer cash fees into RSUs; dividends on RSUs accrue and pay at settlement; RSUs vest upon change of control .
Performance Compensation
- Cable One’s director equity grants are time‑based RSUs; no performance‑conditioned metrics apply to non‑employee director compensation. RSUs generally vest on the earlier of one year from grant or next annual meeting; directors may defer settlement per plan rules .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | Member of C&TM with Weitz and Weymouth; none employed by CABO; no interlocks with executives of other issuers; no related transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Skills matrix: Leadership & Strategy; Corporate Governance; Talent Management & Development; Brand Management; Financial Literacy/Expertise; Risk Management; Legal/Regulatory .
- Legal/regulatory depth: National trial lawyer; Fortune 500 investigations; regulatory/corporate investigations expertise .
Equity Ownership
| Holder | Shares Owned | RSUs/DSUs (deliverable) | SARs exercisable | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Brad D. Brian | 871 | 1,982 | — | 2,853 | <1% |
Additional alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 5× annual cash retainer; RSUs/DSUs count toward compliance. As of December 31, 2024, all non‑employee directors were in compliance .
- Insider trading policy: Prohibits hedging, pledging, short sales, margin purchases, and requires pre‑clearance and blackout windows for restricted insiders .
Governance Assessment
- Strengths: Independent status; dual committee service (C&TM; Nominating & Governance); strong legal/regulatory and risk oversight credentials; attendance at least 75% and participation in AGM; board maintains robust clawback policies, insider trading prohibitions, and majority voting for directors .
- Alignment: Director equity in RSUs with optional deferral of cash fees increases long‑term alignment; ownership guidelines met; hedging/pledging prohibited .
- Conflicts/interlocks: No other public company boards (no overboarding risk); no related‑party transactions disclosed regarding Mr. Brian; C&TM interlocks clean with no reciprocal executive overlaps in 2024 .
- Noted administrative item: Company provided small tax assistance related to delayed dividend payments on settled awards; amounts disclosed; not indicative of a broad excise gross‑up policy .
Regulatory/Shareholder context:
- Section 16 compliance: Directors/officers and 10% holders complied with filing requirements in 2024 .
- Say‑on‑pay (executives) approval: 97% support in 2024 (general governance signal of investor confidence in compensation oversight) .