Todd M. Koetje
Cable OneAbout Todd M. Koetje
Chief Financial Officer of Cable One since July 2022; previously Senior Vice President, Business Development & Finance (Aug 2021–Jun 2022) and Managing Director & Group Head of TMT Leveraged Finance at Truist Securities (Aug 1999–Jan 2021). Age 48 as of Feb 27, 2025, and member of the executive team overseeing finance during a year of softer operating results: 2024 revenue $1.58B vs $1.68B in 2023 and Adjusted EBITDA $854.0M vs $916.9M; net cash from operations was $664.1M vs $663.2M, while Adjusted EBITDA less capex increased to $567.6M from $545.9M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cable One | SVP, Business Development & Finance | Aug 2021–Jun 2022 | Supported portfolio optimization and finance ahead of CFO transition . |
| Truist Securities (and predecessors) | Managing Director & Group Head, TMT Leveraged Finance | Aug 1999–Jan 2021 | Led leveraged finance coverage of technology, media, telecom sectors . |
External Roles
No public-company directorships or external board roles disclosed for Koetje .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 390,000 | 445,000 |
| Target Bonus (% of salary) | 90% (unchanged in 2024) | 90% | 90% |
| Actual Annual Bonus ($) | 171,542 | 253,986 | N/A (performance year in progress) |
Notes:
- 2024 base salary increased 11% YoY to address market shortfalls for the CFO role .
- 2024 performance factor certified at 72.4%, driving the actual CFO bonus payout .
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Metric | Weighting | Target | Actual | Payout factor | Comments / vesting |
|---|---|---|---|---|---|
| Adjusted residential HSD subscriber growth | Not disclosed | 2.1% | 0.8% (ACP-adjusted) | Incorporated into 72.4% overall factor | ACP discontinuation impacts were excluded by Committee for fairness . |
| STI Adjusted Free Cash Flow Growth (Adjusted EBITDA less capex, with adjustments) | Not disclosed | Not disclosed | (1.3)% | Incorporated into 72.4% overall factor | Adjustments pre-set for expansions/integration and small acquisitions . |
Vesting/payment: Annual bonus paid after certification; CFO received $253,986 for 2024 based on 72.4% performance factor .
Long-Term Equity Incentives
| Grant Year | Instrument | Weight | Target units / value | Vesting & performance |
|---|---|---|---|---|
| 2024 | PSUs | 60% | 2,438 units; $1,471,894 fair value | Earn-out based on 2024 LTI Adjusted FCF (Adjusted EBITDA less capex) with 0–200% range, then 3-year relative TSR modifier 0.75x–1.25x; cliff vest in Q1 2027 subject to service . |
| 2024 | RSUs | 40% | 1,626 units; $880,235 fair value | Service-based vesting in 3 equal annual installments over grant anniversaries . |
| 2025 | PSUs | 60% | 3,214 units; $1,200,000 target grant-date value | Same framework as 2024: 2025 LTI Adjusted FCF goal + 3-year TSR modifier for period 2025–2027 . |
| 2025 | RSUs | 40% | 2,142 units; $800,000 target grant-date value | Service-based vesting over 3 years . |
Program design: Majority of long-term incentives are performance-based; PSUs tied to Adjusted EBITDA less capex and relative TSR to align with long-term value creation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,617 shares as of Mar 31, 2025; less than 1% of shares outstanding . |
| Ownership % of outstanding | ~0.03% (1,617 / 5,627,527) based on Mar 31, 2025 shares outstanding . |
| Unvested RSUs (as of Dec 31, 2024) | 390 (2022 grant), 651 (2023 grant), 1,626 (2024 grant) . |
| Unearned PSUs (as of Dec 31, 2024, shown at maximum) | 3,663 (2023 PSU), 6,095 (2024 PSU) . |
| SARs outstanding | 1,500 exercisable; 500 unexercisable; strike $1,845.13; expiration 10/1/2031 . |
| Stock ownership guideline | CFO requirement 3.5x base salary; all continuing NEOs were in compliance as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited for executives and directors (no margin or collateral pledging) . |
Policy alignment: Significant clawbacks in place and robust ownership guidelines designed to promote long-term alignment .
Employment Terms
- Role and tenure: CFO since July 1, 2022 .
- Executive Severance Plan (change-of-control): Double-trigger vesting only; if terminated without Cause or resigns for Good Reason within the protection period, lump sum equals 2.5x base salary + target annual bonus, plus pro-rated target bonus and 18 months of COBRA-equivalent payments; equity vests at target if performance not yet determined .
- Clawbacks: Dodd-Frank compliant incentive compensation recovery policy adopted Nov 16, 2023 for restatements; broader clawback policy covers misconduct, violations, and other triggers; restatement in Oct 2024 did not require recovery under either policy .
- Insider trading policy: Trading pre-clearance, blackout periods, and prohibitions on derivatives, short sales, hedging, and pledging .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenues ($) | 1.68B | 1.58B |
| Net Income ($) | 224.6M | 14.5M |
| Adjusted EBITDA ($) | 916.9M | 854.0M |
| Net Cash from Operations ($) | 663.2M | 664.1M |
| Adjusted EBITDA less Capex ($) | 545.9M | 567.6M |
Compensation linkage: Adjusted EBITDA, Adjusted EBITDA less capex, and relative TSR are core measures used in annual and long-term incentive programs .
Compensation Structure Analysis
- Shift in annual metrics: 2024 bonus introduced operational HSD subscriber growth plus STI Adjusted FCF growth; 2025 returned to EBITDA growth and capex as % of EBITDA, reinforcing cash generation discipline .
- Increased equity weighting: 2025 PSU/RSU target values were raised across NEOs to maintain pay-for-performance and competitiveness versus peers .
- No single-trigger vesting; no excise tax gross-ups; no option/SAR repricing permitted without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
Say-on-pay support was approximately 97% at the 2024 annual meeting, signaling broad investor endorsement of executive compensation design .
Investment Implications
- Alignment is reasonably strong: Majority of Koetje’s long-term pay is at-risk via PSUs tied to Adjusted EBITDA less capex and relative TSR, with rigorous clawbacks and ownership guidelines; hedging/pledging prohibitions reduce alignment risk .
- Vesting calendar may create periodic supply: RSUs vest annually over three years and PSUs cliff-vest after 3-year performance periods (e.g., 2023 PSUs in early 2026; 2024 PSUs in early 2027), which can be relevant for monitoring potential insider selling pressure as awards vest .
- Retention economics under change-of-control are meaningful (2.5x salary+bonus and double-trigger equity) but standard for C-suite; governance features (no single trigger, no gross-ups) mitigate shareholder-unfriendly optics .
- Execution risk: 2024 results showed revenue and EBITDA declines, and annual bonus paid below target (72.4%); 2025 metric reset to EBITDA/capex aims to refocus on profitability and cash efficiency, which investors should monitor for signs of estimate momentum and incentive achievement .