Mary E. Meduski
Cable OneAbout Mary E. Meduski
Independent director of Cable One (CABO), age 66, serving on the Board since 2019. She is President and CFO of TierPoint, LLC and Cequel III, LLC; previously EVP/CFO at Suddenlink Communications and AAT Communications, and a managing director in media/communications investment banking at TD Securities and BankBoston. Education: BA from Cornell University and MBA from Boston University (graduated first in her class). Lead Independent Director since May 19, 2023, with deep finance, telecom, and operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suddenlink Communications | EVP & CFO | 2006–2015 | Cable telecom finance and operations leadership |
| AAT Communications Corp. | EVP & CFO | Pre-2006 (dates not specified) | Largest privately-owned wireless tower company at the time; finance leadership |
| TD Securities; BankBoston Securities | Managing Director, Media & Communications Investment Banking | Prior to AAT | M&A and capital markets experience in TMT sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TierPoint, LLC | President & CFO; Director | Since Dec 2015 | Data centers, cloud, IT services leadership |
| Cequel III, LLC | President & CFO | Since Dec 2015 | Management company for TierPoint |
| Cornell University Board of Trustees | Trustee | Not disclosed | Chair of Finance Committee; Chair of National Annual Fund Campaign; Member of Executive Committee, Audit, Risk & Compliance Committee, and Development Committee; Council roles for Arts & Sciences and Brooks School of Public Policy |
Board Governance
- Independence: Board determined Mary Meduski is independent under NYSE and SEC rules .
- Lead Independent Director: Served since May 19, 2023; presides over executive sessions of non-management directors .
- Committee Assignments: Executive Committee member; Chair, Nominating & Governance Committee .
- Board Leadership: Chair/CEO roles combined; Lead Independent Director provides independent oversight and agenda-setting collaboration .
- Executive Sessions: Non-management directors met regularly in executive session in 2024 .
- Attendance: Each director attended at least 75% of Board/committee meetings during their service in 2024 .
| 2024 Meetings | Count |
|---|---|
| Board | 6 |
| Nominating & Governance Committee | 5 |
| Executive Committee | 0 |
Fixed Compensation
Program framework for non-employee directors (service year ~May–May):
- Annual Cash Retainer: $90,000
- Lead Independent Director Retainer: $30,000
- Committee Chair Fees: Audit $20,000; C&TM $15,000; Executive $10,000; Nominating & Governance $10,000 (payable only if the chair is a non-employee director other than the Lead Independent Director)
- Annual Equity Award: RSUs with grant date face value ≈$155,000; vest on earlier of first anniversary or next annual meeting, subject to continued service
2024 actual director compensation (reported):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Mary E. Meduski | — | 274,775 | — | 274,775 |
Key mechanics:
- Directors may elect to defer all/portion of cash fees into RSUs and defer RSU settlement until separation, specified date, or change-of-control; dividends accrue and are paid at settlement (older grants may convert excess dividends to DSUs) .
- RSUs vest and settle upon a change-of-control .
Interpretation:
- In 2024, Meduski took 100% of reported compensation in equity (cash fees = $0; stock awards = $274,775), consistent with strong alignment incentives via deferral/equity prevalence .
Performance Compensation
- Non-employee director pay does not include performance-conditioned awards; annual director equity grants are time-vesting RSUs with service-based vesting and optional deferral; no director performance metrics are disclosed/applicable .
RSU vesting & deferral terms:
| Term | Detail |
|---|---|
| Grant Form | RSUs under 2022 Omnibus Plan |
| Grant Value | ≈$155,000 grant date face value annually |
| Vesting | Earlier of first anniversary or next annual meeting, service-contingent |
| Settlement | Upon vesting unless deferral election; dividends accrued and paid at settlement |
| Change-of-Control | RSUs vest and settle upon CoC |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other Public Company Boards | 0 |
| Executive Role Elsewhere | President & CFO at TierPoint/Cequel III (private) |
| Not-for-Profit/Academic Boards | Cornell University Trustee; multiple committee leadership roles |
| Interlocks/Conflicts | None disclosed in proxy for Meduski; related person transactions subject to N&G Committee policy oversight |
Expertise & Qualifications
- Financial leadership and capital markets experience (CFO roles in cable/wireless; TMT investment banking) .
- Industry experience across communications, media, and technology; risk management and governance acumen through N&G Chair role .
- Education: BA (Cornell); MBA (Boston University, first in class) .
Equity Ownership
Security ownership as of March 31, 2025:
| Holder | Shares Owned | RSUs/DSUs | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Mary E. Meduski | — | 1,680 | 1,680 | <1% |
Unvested/outstanding RSUs (Dec 31, 2024):
| Director | Unvested RSUs |
|---|---|
| Mary E. Meduski | 695 |
Stock ownership guidelines:
- Non-employee directors must hold stock valued at 5× annual cash retainer; as of Dec 31, 2024 all continuing non-employee directors were in compliance .
Insider trading/pledging:
- Company policy prohibits hedging and pledging by directors and requires pre-clearance and blackout windows; additional prohibitions on derivatives, short sales, margin accounts, and standing/limit orders (outside approved 10b5-1 plans) .
Governance Assessment
- Board effectiveness: Meduski serves as Lead Independent Director and Chair of Nominating & Governance, enhancing independent oversight of a combined Chair/CEO structure; executive sessions were held regularly in 2024, supporting robust independent deliberation .
- Independence & engagement: Affirmatively determined independent; met ≥75% attendance threshold; committee meeting cadence indicates active governance (Board 6; N&G 5 in 2024) .
- Compensation & alignment: 2024 compensation entirely equity ($274,775 RSUs; $0 cash), indicating strong personal alignment with shareholder outcomes; program allows deferral, reinforcing long-term orientation .
- Ownership discipline: Directors subject to 5× retainer stock ownership guideline; compliance confirmed as of year-end 2024; prohibition on hedging/pledging reduces alignment risk .
- Conflicts/related-party exposure: No specific related person transactions for Meduski are disclosed in the proxy sections reviewed; N&G policy governs review/approval of any such transactions .
- Shareholder confidence signal: Say-on-Pay support ~97% at 2024 Annual Meeting, reflective of broader governance/compensation support (contextual signal) .
RED FLAGS: None specifically disclosed for Meduski in the proxy excerpts reviewed; note combined Chair/CEO structure is mitigated by an empowered Lead Independent Director role that Meduski currently holds .