Sherrese M. Smith
Cable OneAbout Sherrese M. Smith
Sherrese M. Smith (age 53) has served on Cable One’s board since 2020 and is currently Global Managing Partner at Paul Hastings LLP. She is a former Chief Counsel to the FCC Chairman, and previously served as Vice President and General Counsel of Washington Post Digital. She earned her law degree from Northwestern University Pritzker School of Law and her undergraduate degree from the University of South Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paul Hastings LLP | Corporate Partner; Global Managing Partner | Aug 2013 – Present | Media, technology, telecom; Vice-Chair of data privacy & cybersecurity practice; counsels on complex transactional/regulatory issues across U.S., EU, Asia |
| Federal Communications Commission (FCC) | Chief Counsel to Chairman Julius Genachowski | Jul 2009 – Jun 2013 | Senior regulatory counsel; technology, privacy, telecom policy exposure |
| Washington Post Digital | Vice President & General Counsel | Jul 2002 – Jul 2009 | Led legal function for digital media operations |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Gen Digital Inc. | Director | Current | Public company board; consumer cyber safety solutions |
| University of Maryland Philip Merrill College of Journalism | Board member | Current | Academic/non-profit governance |
| Northwestern Law Board | Vice Chair | Current | Academic board leadership |
Board Governance
- Committee memberships: Audit Committee; Nominating and Governance Committee (independent director) .
- Attendance: Each director attended at least 75% of Board and committee meetings during 2024; Board met 6 times, Audit 11 times, Nominating & Governance 5 times .
- Independence: Board affirmatively determined all nominees except the CEO are independent; Ms. Smith is independent .
- Cybersecurity/ESG oversight: Nominating & Governance oversees cybersecurity preparedness, environmental strategy, governance practices; Ms. Smith’s membership links her expertise to these oversight areas .
- Board leadership: Chair/CEO roles combined, mitigated by a Lead Independent Director structure (Lead Director: Mary E. Meduski) .
Fixed Compensation
| Component | Amount | Structure/Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Committee chair fees | $10,000–$20,000 | Not applicable to Ms. Smith (not a chair) |
| Lead Independent Director fee | $30,000 | Not applicable to Ms. Smith |
| Annual equity award (RSUs) | ~$155,000 | RSUs granted annually; vest on earlier of first anniversary or next annual meeting; settlement in stock; deferral election available |
| 2024 cash fees paid | $0 | Ms. Smith elected equity/deferral; no cash fees in 2024 |
| 2024 stock awards (grant-date fair value) | $244,728 | Includes annual RSUs and RSUs in lieu of deferred cash fees |
| 2024 “All Other” compensation | $14,935 | Late-paid accrued dividends plus tax assistance for Company delay (see RED FLAG) |
| 2024 total director compensation | $259,663 | Sum of 2024 components |
Performance Compensation
| Metric Type | Applies to Directors? | Notes |
|---|---|---|
| Performance-based equity (PSUs/options) | No | Non-employee directors receive time-based RSUs; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Company/Entity | Category | Potential Interlock/Conflict | Disclosure/Control |
|---|---|---|---|
| Gen Digital Inc. | Public company | No Cable One–Gen Digital transaction disclosed | No related-person transactions involving Ms. Smith disclosed; robust related-party review policy in place |
| Academic boards (Maryland Journalism; Northwestern Law) | Non-profit/academic | Not applicable | Governance roles; no conflicts disclosed |
Related-person transactions policy: Nominating & Governance Committee reviews, may impose conditions; ensures independence is not compromised (committee independence standards highlighted) .
Expertise & Qualifications
- Legal/regulatory and data privacy/cybersecurity expertise aligned with cable/broadband risk profile .
- Board skills matrix: industry experience; technology & innovation; leadership & strategy; corporate governance; talent; brand; financial literacy; risk management; legal/regulatory (female; African American) .
- Prior senior regulatory and digital media experience strengthens oversight of cybersecurity and customer data risk .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares owned | 400 |
| RSUs/DSUs (deliverable within 60 days) | 987 |
| Total beneficial ownership | 1,387 |
| Percent of outstanding shares | <1% |
| Unvested and outstanding RSUs (12/31/2024) | 619 |
| Ownership guidelines | 5x annual cash retainer for non-employee directors; all continuing directors were in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited under insider trading policy |
Governance Assessment
- Alignment and independence: Independent director on Audit and Nominating & Governance; skill set (privacy/cybersecurity) directly relevant to Committee oversight mandates (cybersecurity and ESG) .
- Attendance and engagement: Met attendance threshold; participated in committees with significant activity (Audit: 11 meetings; N&G: 5 meetings) indicating active engagement .
- Compensation mix and ownership: High equity component (RSUs and deferrals) supports alignment; compliance with director ownership guideline reinforces skin-in-the-game .
- RED FLAG (minor): Company paid small “tax assistance” due to late dividend payments on settled awards ($10,739 dividends; $4,197 tax assistance for Ms. Smith), an administrative lapse that resulted in a de minimis gross-up; not indicative of systemic shareholder-unfriendly gross-up policy .
- Broader governance signals: Combined Chair/CEO structure mitigated by Lead Independent Director; majority independent and diverse board; strong clawback policies and prohibition of hedging/pledging; 2024 say‑on‑pay support (~97%) indicates favorable investor sentiment on compensation governance (for executives) .
- Related-party exposure: No related‑person transactions involving Ms. Smith disclosed; policy oversight by N&G Committee reduces conflict risk .
Overall implication: Ms. Smith’s regulatory and cybersecurity expertise enhances board effectiveness in risk oversight areas material to Cable One’s operations; equity-heavy director pay and ownership guideline compliance support alignment, with only a minor administrative tax assist noted as a limited red flag .