Deborah J. Kissire - Director | Cable One (CABO) Executive Profile & Compensation

About Deborah J. Kissire

Deborah J. Kissire (age 67) has served on Cable One’s Board since 2015. She is a retired Ernst & Young LLP (EY) partner with a 36-year career including senior leadership roles (Vice Chair; East Central Region Managing Partner; Americas Executive Board member) and holds a BBA in Accounting from Texas State University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ernst & Young LLP	Vice Chair; East Central Region Managing Partner; Americas Executive Board member	36-year EY career; retired July 2015	Led sales/business development; retail/consumer products tax services; contributed to Partner Advisory Council, Strategy, Gender Equity, Vision 2000 Sales, Global Vision 2020 initiatives

External Roles

Organization	Role	Tenure	Committees/Notes
Axalta Coating Systems Ltd.	Director	Current	Not disclosed in proxy
Celanese Corporation	Director	Current	Not disclosed in proxy
Omnicom Group Inc.	Director	Current	Not disclosed in proxy
Goodwill Industries of Greater Washington	Director (non-profit)	Prior service	Not disclosed in proxy
Junior Achievement USA	Director (non-profit)	Prior service	Not disclosed in proxy

Board Governance

Independence: The Board affirmatively determined Ms. Kissire is independent under NYSE and SEC rules; all Audit, Compensation & Talent Management (C&TM), and Nominating & Governance committees comprise independent directors .
Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert by the Board .
Attendance and engagement: In 2024, the Board met 6 times and the Audit Committee met 11 times; each director attended at least 75% of meetings of the Board and applicable committees . All directors attended the 2024 Annual Meeting .
Executive sessions: Non‑management directors regularly met in executive session; Lead Independent Director (Mary E. Meduski) presides .

Fixed Compensation

Component	Amount ($)	Notes
Fees Earned or Paid in Cash (2024)	111,209	Includes annual cash retainer and Audit Chair retainer; service year is approximately May–May
Stock Awards (RSUs, 2024 grant-date fair value)	154,981	RSUs generally vest on the earlier of 1-year anniversary or next annual meeting
Total (2024)	266,190	Sum of cash and equity
Unvested & Outstanding RSUs at 12/31/2024 (units)	392	As of year-end
Program Reference – Annual Cash Retainer (each non‑employee director)	90,000	Program component for 2024
Program Reference – Audit Chair	20,000	Program component for 2024
Program Reference – Annual Equity Award (RSUs)	155,000	Program component for 2024

Performance Compensation

Non‑employee director equity is service-based RSUs; there are no performance metrics tied to director compensation. RSUs vest on the earlier of the first anniversary of grant or the next annual meeting; dividends on RSUs are accrued and paid at settlement; directors may elect to defer settlement into RSUs/DSUs per the policy .

Metric	Target	Measurement	Notes
Performance‑based criteria for director equity	N/A	N/A	RSUs are service‑based; no performance goals apply

Other Directorships & Interlocks

Current public boards: Axalta Coating Systems Ltd.; Celanese Corporation; Omnicom Group Inc. (all current) .
Related-party transactions: The proxy discloses a recusal framework for Ms. Weymouth’s Graham Holdings overlap; no related‑party transactions or recusal requirements disclosed for Ms. Kissire .

Company	Role	Overlap with CABO customers/suppliers	Conflict Disclosure
Axalta Coating Systems Ltd.	Director	Not disclosed	None disclosed for Kissire
Celanese Corporation	Director	Not disclosed	None disclosed for Kissire
Omnicom Group Inc.	Director	Not disclosed	None disclosed for Kissire

Expertise & Qualifications

Financial reporting, accounting, internal control, and tax expertise from senior EY leadership roles; Board designated Audit Committee Financial Expert .
Governance, risk management, talent development, and strategy experience; cybersecurity oversight familiarity noted among Board competencies .

Equity Ownership

Measure	Amount	Notes
Shares owned (direct/indirect)	100	Includes restricted stock awarded under the 2015 Plan
RSUs/DSUs deliverable at settlement	2,277	Unvested and deferred units counted in beneficial ownership under SEC rules
Total beneficial ownership	2,377	Per SEC beneficial ownership methodology
Ownership as % of shares outstanding	<1%	Based on 5,627,527 shares outstanding (3/31/2025)

Stock ownership guidelines: Non‑employee directors must hold stock equal to 5x annual cash retainer; compliance reviewed annually. As of 12/31/2024, all non‑employee directors were in compliance. Unvested and deferred RSUs count toward director guidelines .
Insider trading policy prohibits hedging, pledging, short sales, derivatives, margin purchases, and standing/limit orders (outside approved 10b5‑1 plans) for directors and restricted trading population .

Governance Assessment

Strengths for investor confidence: Independent status; Audit Chair with “financial expert” designation; robust committee independence; at least 75% meeting attendance; prohibition on hedging/pledging; strong clawback framework (ICRP and additional policy) and stock ownership guidelines .
Compensation alignment: Director pay is a balanced cash/equity mix, with equity delivered in RSUs that align long‑term interests without performance gaming; 2024 totals in line with program parameters .
Conflicts/related‑party exposure: No Kissire‑specific related‑party transactions disclosed; committee independence confirmed; Board maintains a formal related-person transaction review and approval policy .
Board effectiveness signals: Clear committee leadership; designated financial experts on Audit; regular executive sessions under Lead Independent Director; transparent voting standards and majority voting resignation policy; strong shareholder outreach history; 2024 say‑on‑pay support ~97% (context for overall governance climate) .

RED FLAGS: None disclosed specific to Ms. Kissire (no pledging/hedging; no related‑party transactions; independence maintained) .