Barry Volpert
WideOpenWestAbout Barry Volpert
Barry Volpert (age 65) is a Class II independent director of WideOpenWest, Inc. (WOW), appointed October 16, 2019 and nominated for re-election at the May 8, 2025 annual meeting. He is Co-Founder, Partner, CEO, and Chairman of the Investment Committee at Crestview Partners; previously a partner at Goldman Sachs for 18 years, serving as co-COO of the global private equity business and leading the international PE business from London. Volpert holds a J.D. magna cum laude from Harvard Law School (Law Review editor), an M.B.A. with high distinction from Harvard Business School (Baker Scholar), and an A.B. summa cum laude from Amherst College (Phi Beta Kappa) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crestview Partners | Co-Founder, Partner, CEO; Chairman of Investment Committee | Since 2004 | Specializes in contrarian investments in dislocations/restructurings; chairs investment decisions |
| Goldman Sachs | Partner; Co-Founder and co-COO of global PE; Head of international PE (London) | 18 years; retired 2003 | Founded mezzanine fund business; led international expansion |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Venerable Holdings | Director | Current | Current public/private company directorship noted in proxy |
| Harvard Law School | Dean’s Advisory Board Member | Current | Governance/academic advisory role |
| Robert F. Kennedy Human Rights | Board Member | Current | Non-profit governance |
| Sagaponack Village Erosion Control District | Elected Council Member | Current | Local public governance |
| Prior boards: Industrial Media, Key Safety Systems, Lancashire, Oxbow Carbon, ValueOptions | Director | Prior | Historical directorships |
Board Governance
- Independence: The Board determined all directors other than the CEO (Teresa Elder) are independent under NYSE rules .
- Committee assignments (2024): Volpert was not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: In 2024 the Board met 9 times; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Leadership: An independent Chair (Jeffrey Marcus) leads the Board and executive sessions of independent directors, separate from the CEO role .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Not a member | Jose Segrera |
| Compensation | Not a member | Jill Bright |
| Nominating & Corporate Governance | Not a member | Phil Seskin |
Fixed Compensation
| Component | 2024 Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; directors could elect stock in lieu of cash |
| Annual equity grant (restricted stock) | $114,999 | Granted May 9, 2024; vests one year from grant date |
Notes:
- Directors may elect to receive quarterly board fees as restricted stock with immediate vesting; Volpert is listed among those who elected stock in lieu of cash on certain quarter dates in 2024 .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Time-based restricted stock | None disclosed for directors | One-year cliff vesting on annual grant |
- No stock options were issued; the company states no options vested in 2024 and directors receive annual restricted stock grants rather than options .
Other Directorships & Interlocks
- Crestview influence: WOW’s Stockholders’ Agreement grants Crestview the right to designate up to three directors (current designees: Kilpatrick, Cassidy, Volpert) contingent on ownership thresholds; WOW must take necessary action to maintain this composition .
- Related agreements: Registration Rights Agreement provides Crestview with demand and piggyback registration rights; WOW reimburses Crestview for certain costs under the Stockholders’ Agreement .
Expertise & Qualifications
- Deep private equity and restructuring expertise; significant experience in complex, contrarian investment themes .
- Elite academic credentials (Harvard Law, Harvard Business School, Amherst) with leadership roles on advisory boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Barry Volpert | — | <1% | Less than 1%; certain restricted shares granted to Volpert are included within Crestview-related holdings per footnote aggregation |
| Crestview (aggregate entities) | 31,735,471 | 37% | Voting/dispositive power exercised by Crestview Partners III GP, L.P. investment committee chaired by Volpert; members disclaim individual beneficial ownership |
Alignment safeguards:
- Insider Trading Policy prohibits hedging and pledging of Company stock by directors/officers (including margin accounts and collateral pledges) .
Governance Assessment
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Strengths:
- Independence affirmed under NYSE rules; Board separates Chair and CEO roles with regular executive sessions of independent directors .
- Transparent director pay structure with balanced cash/equity; ability to take equity indicates alignment potential .
- Strong say-on-pay support (97% approval in 2024), signaling investor confidence in compensation governance .
-
Risks and potential RED FLAGS:
- Sponsor influence: Crestview owns ~37% and holds board designation rights, plus reimbursement and registration rights—this creates potential conflicts and perceived control risk; Volpert chairs Crestview’s investment committee that exercises voting/dispositive power over WOW shares (members, including Volpert, formally disclaim individual beneficial ownership) .
- Concentration of Crestview-affiliated directors (Volpert, Kilpatrick, Cassidy; Chair Marcus is a Crestview Vice Chairman) increases interlocks and potential alignment to sponsor priorities over minority shareholders .
- Engagement detail: Attendance disclosed at “≥75%” threshold, but no individual attendance disclosure; Volpert held no committee roles, limiting direct oversight exposure in Audit/Comp/Nominating .
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Additional context:
- Anti-hedging/pledging policy mitigates alignment risks .
- No director meeting fees; committee retainers disclosed; standard director compensation practices with time-based RS grants .
Appendix: Director Compensation Framework (WOW Board)
- Annual cash retainer: ~$75,000; Committee chair/member retainers: Audit ($30,000 chair/$15,000 member), Compensation ($18,000/$9,000), Nominating & Governance ($15,000/$7,500); Chair of the Board receives an additional $225,000; 2024 special committee fee of $100,000 for certain directors; directors may elect cash or stock for quarterly fees .