Megan M. Detz
Cable OneAbout Megan M. Detz
Megan M. Detz is Cable One’s Chief People Officer (CPO) and a named executive officer (NEO). She was promoted to CPO on October 30, 2023, after serving as Senior Vice President, Human Resources (NEO in 2021) . Company performance context for 2024: revenue declined to $1.58B from $1.68B in 2023, Adjusted EBITDA declined to $854.0M from $916.9M, and net income fell to $14.5M from $224.6M . The 2024 annual bonus plan paid at 72.4% of target, reflecting 0.8% adjusted residential HSD subscriber growth (vs 2.1% target) and a (1.3)% adjusted free cash flow growth metric as defined in the plan .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Cable One, Inc. | Senior Vice President, Human Resources (NEO) | 2021 | Listed among NEOs; senior HR leadership role |
| Cable One, Inc. | Chief People Officer (NEO) | 2023–present | Promoted Oct 30, 2023; bonus target increased effective Jan 1, 2024 following promotion |
External Roles
- Not disclosed in the company’s 2025 proxy.
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 320,000 | 357,000 | 2025 increase approved to address market competitiveness |
| Target Bonus (% of Salary) | 90% (up from 65% pre‑promotion) | 90% | Target unchanged for 2025 |
| Actual Annual Bonus ($) | 208,399 (72.4% of target) | — | 2024 plan paid at 72.4% |
| Stock Awards – Grant Date Fair Value ($) | 1,710,289 (PSUs $1,070,413; RSUs $639,876) | — | Grant-date accounting value (ASC 718) |
| All Other Compensation ($) | 58,299 (Perqs $900; 401(k) $9,231; PSA/PSU dividends $48,168) | — | Perqs primarily company services; dividends vest only if awards vest |
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcome
| Metric | Target | Actual/Result | Payout Mechanics | Plan Factor/Bonus |
|---|---|---|---|---|
| Residential HSD Primary Service Units (PSUs) growth (adjusted) | 2.1% | 0.8% (adjusted for ACP discontinuation, small M&A) | Plan allowed ACP-related adjustment due to unexpected end of Affordable Connectivity Program; same metrics used across workforce under “One Team, One Goal” | Company-wide performance factor 72.4% → Detz bonus $208,399 |
| STI Adjusted Free Cash Flow Growth (Adj. EBITDA – Capex, with pre-set adjustments) | Not disclosed | (1.3)% (as adjusted) | Adjustments for expansion/integration and other items per plan definition | Included in the 72.4% factor |
Notes:
- 2024 bonus metrics: adjusted residential HSD subscriber growth and an adjusted free cash flow growth metric (Adj. EBITDA less Capex with defined adjustments) .
- The Compensation & Talent Management (C&TM) Committee certified results on March 1, 2025 .
Long-Term Equity Incentives (LTI)
2024 Grants (60% PSUs / 40% RSUs; granted Jan 3, 2024)
| Award Type | Target Grant Date Face Value ($) | Target Units (#) | Vesting / Performance Structure |
|---|---|---|---|
| PSUs (2024–2026 cycle) | 960,000 | 1,773 | Earned 0–200% vs 2024 LTI Adjusted Free Cash Flow goal; modified 0.75x–1.25x by 3-year relative TSR; cliff-vest after C&TM certification in Q1 2027, service required |
| RSUs | 640,000 | 1,182 | Service-based vesting in three equal annual tranches on 1/3/2025, 1/3/2026, 1/3/2027, subject to continued employment |
2025 Grants (60% PSUs / 40% RSUs; granted Jan 3, 2025)
| Award Type | Target Grant Date Face Value ($) | Target Units (#) | Vesting / Performance Structure |
|---|---|---|---|
| PSUs (2025–2027 cycle) | 780,000 | 2,089 | Earned vs 2025 LTI Adjusted Free Cash Flow goal; modified by 3-year relative TSR; cliff-vest after certification in Q1 2028, service required |
| RSUs | 520,000 | 1,392 | Service-based vesting in three equal annual tranches on grant anniversaries, subject to continued employment |
Additional program design context:
- PSU peer group for TSR modifier includes 15 sector-relevant companies; top quartile = 1.25x, fourth quartile = 0.75x .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,263 shares; <1% of outstanding (5,627,527 shares outstanding at 3/31/2025) |
| Unvested RSUs at 12/31/2024 | 1,182 units (grant 1/3/2024); next vest dates: 1/3/2025, 1/3/2026, 1/3/2027 |
| Unearned PSUs at 12/31/2024 | 4,432 units (2023 and 2024 PSU cycles; vest subject to performance and service) |
| SARs Outstanding (7/1/2021 grant) | 1,500 exercisable / 500 unexercisable; exercise price $1,902.23; expiry 7/1/2031 |
| In/Out of the Money (12/31/2024) | Stock closed $362.12; SARs are out-of-the-money at year-end 2024 |
| 2024 Stock Vested | 674 shares vested; value realized $284,472 |
| Stock Ownership Guidelines | C-suite requirement: 3.5x base salary; all continuing NEOs in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for executives/directors; pre-clearance, blackout windows, and 10b5‑1 plan restrictions apply |
Employment Terms
| Topic | Terms (Detz-specific values where disclosed) |
|---|---|
| Severance (non‑CoC) | No cash severance disclosed outside CoC plan; equity: pro‑rata vesting of pre‑2024 PSUs/RSAs/RSUs/SARs on qualifying termination (post‑first grant anniversary); 2024 grants would be forfeited if termination occurs before first anniversary |
| Change of Control (double trigger) | If terminated without cause/for good reason within 18 months after CoC: cash = 2.5x base + target bonus; pro‑rata target bonus for year of termination; 18 months of COBRA premiums; equity accelerates (PSUs at target if performance undetermined) |
| Detz—Estimated CoC Benefits (12/31/2024) | Accelerated equity vesting $2,189,303; cash severance $1,844,504; total $4,033,807 |
| Clawbacks | SEC Rule 10D-compliant policy (ICRP) plus additional misconduct/restatement recoupment policy |
| Restatement (2024) | Company restated prior financials on Oct 2, 2024; concluded no compensation recovery was required under clawback policies |
Investment Implications
- Pay alignment and risk controls: Strong governance features include double-trigger CoC, no 280G/409A tax gross-ups, hedging/pledging prohibitions, and robust clawbacks; 2024 say-on-pay passed with ~97% support, indicating low governance risk on compensation practices .
- Retention and incentive balance: 2025 salary and LTI increases aim to address market shortfalls while keeping a high share of pay at-risk (PSUs with FCF and relative TSR), supporting retention of the CPO while preserving performance linkage .
- Potential selling/overhang signals: RSU tranches vest annually in early January (2025–2027), and PSUs could cliff-vest in Q1 2026 and Q1 2027 subject to performance—creating periodic supply windows. Her outstanding SARs are deeply out-of-the-money at 12/31/2024, limiting option-related selling pressure near term .
- Business performance linkage: 2024 bonus paid at 72.4% amid weaker financial results; 2025 bonus metrics revert to Adj. EBITDA growth and Capex as a % of Adj. EBITDA, potentially sharpening cash discipline and aligning incentives with free cash generation in a capital-intensive footprint .
Overall: Compensation design emphasizes cash flow and TSR through PSUs, with prudent change-of-control terms and ownership/hedging policies that align executive and shareholder interests. Upcoming RSU/PSU vesting dates are key to monitor for trading flow, while the 2025 plan structure may better tie management incentives to deleveraging capacity and capital efficiency .