Wallace R. Weitz
Cable OneAbout Wallace R. Weitz
Independent director of Cable One (CABO); age 75; director since 2015. Founder of Weitz Investment Management (1983–present), long-time portfolio manager/CIO; director at Berkshire Hathaway; B.A. in Economics from Carleton College. The Board waived its age-75 nomination policy for his 2025 re‑nomination based on his finance/investor expertise; he recused from the discussion and abstained from the vote .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weitz Investment Management, Inc. | Founder; CIO; President; Portfolio Manager | 1983–present | Brings investor perspective and financial expertise to CABO board deliberations |
| Chiles, Heider & Co. | Securities analyst and portfolio manager | 1973–1983 | Ten years of fundamental investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Berkshire Hathaway Inc. | Director | Current | Only disclosed public company directorship; counted as 1 “Other Public Company Boards” |
| Weitz Funds | Trustee | Since 1986 | Mutual fund complex overseen by Mr. Weitz |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE and SEC rules; all members of Audit, C&TM, and Nominating & Governance committees are independent |
| Committees | Audit; Compensation & Talent Management (C&TM); Executive (Chair) |
| Meeting attendance | Each director attended ≥75% of Board/committee meetings served in 2024 |
| 2024 meetings held (by committee) | Board: 6; Audit: 11; C&TM: 5; Executive: 0; Nominating & Governance: 5 |
| Lead Independent Director | Mary E. Meduski; presides over executive sessions of non‑management directors |
| Age‑limit waiver | Board waived age‑75 nomination policy for Mr. Weitz for the 2025 slate, citing his finance/investor experience; he recused/abstained |
| Compensation committee interlocks | Mr. Weitz (with Ms. Weymouth and Mr. Brian) served on C&TM; none have been employed by CABO; no interlocks/insider participation requiring disclosure in 2024 |
Fixed Compensation (Director)
| Component | Standard Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $90,000 | Cash; directors may elect to defer into RSUs |
| Lead Independent Director retainer | $30,000 | — |
| Committee Chair retainers | Audit: $20,000; C&TM: $15,000; Executive Chair: $10,000; N&G Chair: $10,000 | Executive/N&G chair fees payable only if chair is a non‑employee director other than Lead Independent Director |
| Annual equity award (RSUs) | $155,000 grant-date value; vests at earlier of 1-year or next annual meeting; deferral available | Dividends on RSUs accrue and pay at settlement; change-in-control vests RSUs |
| Wallace R. Weitz – 2024 Director Compensation | Amount |
|---|---|
| Fees earned/paid in cash | $0 |
| Stock awards (RSUs incl. any deferrals of cash fees) | $254,612 |
| All other compensation | $0 |
| Total | $254,612 |
| Unvested & outstanding RSUs at 12/31/2024 | 644 |
Interpretation: Mr. Weitz elected to take his director compensation predominantly in equity (RSUs), aligning with shareholders; RSU totals can include RSUs issued in lieu of cash fees under his deferral elections .
Performance Compensation (Executive Program Oversight by C&TM)
The C&TM Committee (of which Mr. Weitz is a member) oversees executive incentive plan design, metrics, and outcomes.
| 2024 Annual Executive Bonus Plan (STI) | Target/Definition | Result |
|---|---|---|
| Residential HSD subscriber growth (adjusted for ACP discontinuation and small M&A) | YoY growth in residential data PSUs (adjusted) | 0.8% |
| “STI Adjusted Free Cash Flow Growth” | YoY growth in Adjusted EBITDA less Capex (with predefined adjustments) | (1.3)% |
| Performance factor | Payout as % of target | 72.4% |
| Long‑Term Incentive (PSUs) – 2024 design | Details |
|---|---|
| Financial metric | One‑year Adjusted EBITDA less capital expenditures (0–200% of target) |
| Market modifier | 3‑year relative TSR vs. 15‑company TSR peer set; 0.75x–1.25x multiplier |
| Earnout range | 0%–250% of target shares; cliff vests in Q1’27 after certification |
| 2025 Annual Bonus Plan (STI) | Target/Definition |
|---|---|
| Metrics (reverted) | YoY Adjusted EBITDA growth and adjusted capex as % of Adjusted EBITDA; threshold gating applies |
Say‑on‑pay: 97% approval at the 2024 annual meeting, indicating strong investor support for pay practices overseen by C&TM .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock / Notes |
|---|---|---|
| Berkshire Hathaway Inc. | Director | Only disclosed public company directorship |
| Weitz Funds | Trustee | Mutual fund trust; long‑tenured fiduciary role |
| Compensation Committee interlocks | None disclosed | No executive officer/director interlocks; none employed by CABO; no relationships requiring disclosure in 2024 |
Expertise & Qualifications
- Finance/investing: Founder/CIO/PM at Weitz Investment Management; designated financial literacy matrix indicates strong financial expertise .
- Strategic oversight: Executive Committee Chair at CABO; broad leadership/strategy skillset per Board skills matrix .
- Education: B.A., Economics, Carleton College .
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 5,500 |
| RSUs/DSUs (deliverable per elections) | 3,092 |
| Total beneficial ownership | 8,592 |
| % of shares outstanding | <1% (5,627,527 shares outstanding at 3/31/2025) |
| Unvested & outstanding RSUs (12/31/2024) | 644 |
| Director stock ownership guideline | 5x annual cash retainer; all non‑employee directors compliant as of 12/31/2024 |
| Hedging/pledging policy | Prohibited for directors (hedging, pledging, short sales, derivatives, margin) |
Insider Trades & Filings
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | CABO states directors/executives and 10% holders complied; no delinquent filings noted |
Related‑Party Transactions / Conflicts
- CABO’s related‑person transactions policy is administered by the Nominating & Governance Committee with conflict safeguards (independence preservation, fair terms) .
- No related‑person transactions involving Mr. Weitz were disclosed; an example disclosure in 2025 proxy relates to another director (Weymouth) and former parent Graham Holdings (recusal as needed) .
- Independence: Board affirms independence of all directors except the CEO; all Audit, C&TM, and N&G members are independent .
Governance Assessment
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Strengths:
- Independent director with deep investor/financial acumen; serves on Audit and C&TM and chairs Executive Committee, enhancing oversight of financial reporting and pay design .
- High alignment via equity: elected to take director pay predominantly in RSUs ($254.6k stock awards; $0 cash in 2024), and holds additional RSUs/DSUs; compliant with 5x retainer ownership guideline; hedging/pledging prohibited .
- Pay program oversight credibility supported by strong say‑on‑pay vote (97%) and independent compensation consultants; robust clawback policies in place .
-
Watch items / potential red flags:
- Age‑limit policy waiver for 2025 re‑nomination (Board cited strong rationale; Weitz recused/abstained). Not inherently negative but some investors scrutinize such waivers; continued refreshment remains important .
- Executive Committee did not meet in 2024 (0 meetings); effectiveness of this committee chair role depends on activation when needed .
-
No evidence of:
- Related‑party transactions involving Mr. Weitz .
- Section 16 filing delinquencies .
Net: Mr. Weitz brings credible investor discipline and committee breadth (Audit/C&TM/Exec Chair) with strong ownership alignment. The age‑limit waiver is a governance nuance to monitor alongside ongoing board refreshment; otherwise, independence, attendance (≥75%), and pay/governance controls appear solid .