Julia M. Laulis
Cable OneAbout Julia M. Laulis
Chair of the Board (since Jan 2018), President (since Jan 2015) and CEO (since Jan 2017) of Cable One (CABO), with 40+ years in the cable industry; joined Cable One in 1999. Age 62; B.A. in Telecommunications from Indiana University. Under her leadership, 2024 performance reflected industry headwinds: revenue $1.58B (down from $1.68B in 2023), Adjusted EBITDA $854.0M (down from $916.9M), and net income $14.5M (down from $224.6M). The company invested ~$1.07B over the last three years, continued multi‑gig rollouts, amended ~$1.25B in credit facilities, and adjusted the 2024 bonus plan to prioritize residential HSD growth and adjusted FCF; cumulative TSR value fell to 26.31 in 2024 from 39.17 in 2023 (base $100 at 12/31/2019).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cable One | Director of Marketing – NW Division | 1999–2001 | Early commercial leadership after joining the company. |
| Cable One | VP, Operations – SW Division | 2001–2004 | Oversaw SW ops; execution groundwork for later COO roles. |
| Cable One | Leader, Phoenix Customer Care Center (startup) | 2004 | Built in‑house care center capabilities in Phoenix. |
| Cable One | Chief Operations Officer | 2008–2011 | Led three operating divisions and two call centers. |
| Cable One | Chief Operating Officer (expanded remit) | 2012–2014 | Added sales, marketing, technology to COO scope. |
| Cable One | President & Chief Operating Officer | Jan 2015–Dec 2016 | Enterprise‑wide P&L leadership ahead of CEO role. |
| Cable One | President & CEO; Director | Jan 2017–present | Strategic and operational leadership as CEO and director. |
| Cable One | Chair of the Board | Jan 2018–present | Board leadership; agenda‑setting; strategy alignment. |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The AES Corporation | Director (public co.) | Not disclosed | Cross‑industry perspective (global energy); governance experience. |
| CableLabs | Director | Not disclosed | Industry R&D and standards; technology insights. |
| C‑SPAN | Director | Not disclosed | Public affairs/communications network governance. |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 850,000 | 945,000 | 2025 increase approved effective Jan 1, 2025 (+11%). |
| Perquisites ($) | 840 | — | Company service reimbursement. 2025 not disclosed. |
| 401(k) company match ($) | 17,250 | — | Match on up to 5% eligible comp; 2025 not disclosed. |
| PSA/PSU Dividends ($) | 202,311 | — | Dividends accrue and vest with underlying awards. |
Performance Compensation
- Annual Bonus Plan (2024 design): Metrics were adjusted residential HSD subscriber growth and “STI Adjusted Free Cash Flow Growth” (Adjusted EBITDA less capex with specified adjustments); formulaic results yielded a 72.4% performance factor. 2025 plan reverts to Adjusted EBITDA growth and adjusted capex as % of Adjusted EBITDA.
| Metric | Target | Actual/Result | Payout impact |
|---|---|---|---|
| Adjusted Residential HSD Subscriber Growth (YoY) | 2.1% (target referenced) | 0.8% (ACP-adjusted) | Contributed to 72.4% factor. |
| STI Adjusted Free Cash Flow Growth (YoY) | Not disclosed | (1.3)% | Contributed to 72.4% factor. |
| CEO Target Bonus (% of Salary) | 125% | — | Unchanged vs 2023; same for 2025. |
| CEO Actual Bonus ($) | — | 768,833 | Based on 72.4% factor. |
- Long‑term Incentives (balance shifted to PSUs/RSUs; no options granted since 2021 SARs): 60% PSUs, 40% RSUs. PSUs: 1‑yr Adjusted FCF goal (Adjusted EBITDA less capex) with 3‑yr relative TSR modifier (0.75x–1.25x); cliff‑vest after 3 years, subject to service. RSUs: ratable vesting over 3 years.
| Grant Year | Instrument | Target Grant Date Value ($) | Target Units (#) | Vesting / Performance |
|---|---|---|---|---|
| 2024 | PSUs | 3,480,000 | 6,428 | 1‑yr Adj FCF goal; 3‑yr TSR modifier; cliff vest in 2027 (service). |
| 2024 | RSUs | 2,320,000 | 4,286 | 1/3 annually over 3 years, service‑based. |
| 2025 | PSUs | 4,800,000 | 12,857 | Same design; performance 2025–2027; 60% of LTI. |
| 2025 | RSUs | 3,200,000 | 8,571 | Ratable over 3 years; 40% of LTI. |
- CEO Summary Compensation Table totals show heavy equity weighting and at‑risk pay: 2024 total comp $8.045M; stock awards $6.201M; non‑equity incentive $0.769M; CEO pay ratio 102:1.
Equity Ownership & Alignment
- Policies and alignment: CEO ownership guideline = 6x base salary; all continuing NEOs and directors in compliance as of 12/31/24. Hedging, pledging, short sales, and margin are prohibited. Robust clawbacks (SEC 10D and additional policy) are in place.
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 13,104 (includes 161 RS; 10,186 in a trust with spouse); <1% of outstanding. Outstanding shares at 3/31/25: 5,627,527. |
| Outstanding RSUs (unvested) | 4,286 (2024 grant; $1,552,046 value at $362.12); plus 2,222 (2023; $804,631); 1,419 RSAs (2022; $513,848). |
| PSUs (unearned; at max shown) | 16,070 (2024; $5,819,268) and 12,498 (2023; $4,525,776) at 12/31/24. Final vesting subject to performance/service. |
| SARs (legacy) | 2,000 each from 2017, 2018, 2019 with exercise prices $619.66, $707.17, $811.96 (all underwater vs $362.12 at 12/31/24). |
| Ownership Guidelines | CEO 6x salary; Directors 5x retainer; compliant as of 12/31/24. |
| Hedging/Pledging | Prohibited under Insider Trading Policy; pre‑clearance and blackout windows apply. |
Vesting calendar (key dates): RSUs vest Jan 3, 2025/2026/2027; 2023 PSUs determine/vest between Dec 31, 2025–Mar 15, 2026; 2024 PSUs determine/vest between Dec 31, 2026–Mar 15, 2027 (subject to service).
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑of‑Control (COC) equity | Double‑trigger only; unassumed awards or qualifying termination within 18 months accelerate; PSUs at target if performance undetermined. |
| Executive Severance Plan (COC) | C‑suite: 2.5x base + target bonus; pro‑rata target bonus for year; 18 months COBRA cash (lump sum); applies 3 months pre‑ to 18 months post‑COC upon qualifying event. |
| Non‑COC termination | After first anniversary of grant: prorated vesting of RSUs/RSAs/SARs; PSUs/PSAs prorated and vest per certified performance; definitions of Cause/Good Reason standard. |
| Non‑compete/Non‑solicit | Restrictive covenants (non‑compete and non‑solicit) for 2 years post‑termination under Clawback Policy; release required for accelerated vesting. |
Potential payments (as of 12/31/24; CEO):
| Scenario | Accelerated Equity ($) | Cash Severance ($) | Total ($) |
|---|---|---|---|
| Termination without Cause / Good Reason | 2,882,329 | — | 2,882,329 |
| Death or Disability | 2,882,329 | — | 2,882,329 |
| COC + Qualifying Termination | 9,193,975 | 5,879,858 | 15,073,833 |
Clawbacks: SEC‑mandated ICRP (restatement‑based), plus additional misconduct/violation recoupment; Oct 2, 2024 restatement did not impact comp metrics, so no recovery triggered.
Board Governance
| Topic | Details |
|---|---|
| Board/Chair roles | Dual role: Chair and CEO; Board cites benefits of unified leadership with Lead Independent Director oversight (Meduski). |
| Independence | Nearly entire Board independent; Laulis not independent (management). All Audit, C&TM, Nominating members independent. |
| Committees (Laulis) | Executive Committee member; Board Chair. |
| Lead Independent Director | Mary E. Meduski; presides over regular executive sessions of non‑management directors. |
| Meeting cadence (2024) | Board: 6; Audit: 11; C&TM: 5; Executive: 0; Nominating: 5. ≥75% attendance by each director. |
| Say‑on‑Pay support | ~97% approval at 2024 Annual Meeting. |
| Director pay (non‑employee) | Cash retainer $90k; Lead Independent +$30k; Committee Chair +$10–20k; equity $155k RSUs; employee directors (Laulis) receive no extra pay. |
Performance & Track Record
| Area | Highlights |
|---|---|
| Financials (2024 vs 2023) | Revenue $1.58B vs $1.68B; Adjusted EBITDA $854.0M vs $916.9M; Net income $14.5M vs $224.6M; Adjusted EBITDA less capex $567.6M vs $545.9M. |
| Strategy/Capex | ~$1.07B invested over three years; network upgrades, multi‑gig rollouts, deeper fiber; continued node splits to improve throughput. |
| Capital structure | Oct 7, 2024: amended, upsized and extended ~$1.25B in credit facilities; Dec 2024: amended MBI investment terms for acquisition timing flexibility. |
| 2024 bonus calibration | Adjusted for unexpected ACP termination (excluded adverse ACP impact from HSD growth metric). |
| TSR (PVP table) | Value of a $100 investment in CABO: 2020 $150.30 → 2024 $26.31; Peer group $125.71 → $84.15. |
Compensation Committee Analysis
- Composition and independence: C&TM members (non‑employee directors) independent; 2024 members included Weymouth (Chair), Brian, Weitz; no interlocks or insider participation.
- Consultants: 2024—FW Cook; transition to Pearl Meyer as independent advisor for 2025; independence affirmed; peer group refreshed.
- Program risk: Committee assessed and deemed not reasonably likely to have a material adverse effect; robust ownership, caps, vesting, clawbacks mitigate risk.
Director Service History, Committee Roles, and Dual‑Role Implications
- Director since 2017; Chair since 2018; Executive Committee member. Not independent (management). Lead Independent Director structure and executive sessions designed to provide independent oversight of the combined Chair/CEO role.
- Board attendance policy met (directors ≥75%); 2024 meetings: Board 6; Committees per above.
Additional Executive‑Specific Details
| Item | Detail |
|---|---|
| Education | B.A., Indiana University, Telecommunications. |
| Pension/SERP | Cable One DB SERP present value $88,874; frozen accruals; DC SERP balance $76,882 (2024 earnings $7,994). |
| CEO Pay Ratio | 102:1 (CEO $8,044,971; median employee $79,029). |
Investment Implications
- Pay‑for‑performance alignment: Heavy use of PSUs (60% of LTI) with one‑year cash‑flow goal and three‑year relative TSR modifier aligns with long‑term value creation; 2024 annual bonus plan re‑weighted to HSD subs and adjusted FCF appropriately reflected operating priorities; payout at 72.4% signals calibration amidst ACP disruption.
- Retention and selling pressure: Significant unvested equity (notably PSUs scheduled for 2026–2027 determinations) and strict anti‑hedging/pledging plus ownership guidelines reduce near‑term selling pressure; RSU and PSU vesting windows (2025–2027) are focal dates for potential liquidity but subject to pre‑clearance/blackouts.
- Governance quality: Combined Chair/CEO mitigated by a strong Lead Independent structure and fully independent key committees; robust clawbacks; no 280G/409A excise tax gross‑ups; double‑trigger CoC only; favorable say‑on‑pay support (~97%).
- Change‑of‑control economics: CEO CoC package totals ~$15.1M at 12/31/24 assumptions (incl. ~$5.88M cash severance), which is material and should be considered in M&A scenarios; PSUs vest at target if performance not determined at CoC.
- Execution risk: 2024 declines in revenue and Adjusted EBITDA, TSR compression, and restatement in 2024 underscore operating/market challenges; however, continued network investment, balance‑sheet actions, and disciplined incentive design (including 2025 return to EBITDA/capex metrics) suggest focus on cash‑flow discipline and capital efficiency.