Brian Cassidy
WideOpenWestAbout Brian Cassidy
Brian Cassidy, 51, is an independent Class III director of WideOpenWest, Inc. (WOW), first appointed on March 15, 2017, with his current term expiring at the 2026 annual meeting . He is President and Partner at Crestview Partners, head of the firm’s media strategy, and serves on WOW’s Nominating and Corporate Governance Committee; the Board has determined he is independent under NYSE rules . Cassidy holds an MBA from Stanford Graduate School of Business and a BA in Physics from Harvard College . In 2024 the Board held nine meetings and each current director attended at least 75% of combined Board and applicable committee meetings; all then‑serving directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crestview Partners | President & Partner; Head of Media Strategy; Investment Committee member | Joined 2004 | Lead on media/communications investments; deal oversight |
| Boston Ventures | Private equity investor; Acting CFO at portfolio company | Not disclosed | Operational finance experience at portfolio level |
| Alex. Brown & Sons | Investment banking analyst | Not disclosed | M&A and financing assignments in consumer/business services |
| TenCate Grass | Chairman of the Board (former) | Not disclosed | Board leadership at industrial turf producer |
External Roles
Current Public/Private Boards
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Camping World Holdings, Inc. (NYSE: CWH) | Director | Not disclosed | Crestview portfolio company |
| Congruex; Congruex LLC | Director | Not disclosed | Telecom infrastructure |
| Digicomm | Director | Not disclosed | Connectivity equipment |
| FC3 | Director | Not disclosed | Not specified |
| Hornblower Holdings | Director | Not disclosed | Experiential travel/maritime |
| Journey Beyond | Director | Not disclosed | Travel experiences |
| Saber Interactive | Director | Not disclosed | Video game developer |
| WideOpenWest, Inc. (WOW) | Director | Since 2017 | Independent director |
| Pursuit Attractions & Hospitality, Inc. (formerly Viad Corp, NYSE: VVI) | Director | Not disclosed | Rebranded operations |
Prior Boards
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Charter Communications, Inc. (NASDAQ: CHTR) | Director | Not disclosed | Cable operator |
| Insight Communications | Director | Not disclosed | Cable operator |
| Cumulus Media, Inc. | Director | Not disclosed | Radio broadcasting |
| NEP Group, Inc. | Director | Not disclosed | Media services |
| Interoute Communications | Director | Not disclosed | European networks |
| Industrial Media; ICM Partners; ValueOptions; OneLink Communications | Director | Not disclosed | Media/communications and services |
Board Governance
- Classification and term: Class III; term runs through 2026; directors serve three-year staggered terms with continuation until successor qualifies .
- Independence: Board affirms all directors other than the CEO are independent under NYSE rules; all three standing committees are entirely independent .
- Committee assignments: Nominating & Corporate Governance Committee member (chair: Phil Seskin); 2024 committee meetings: Audit 4, Nominating 5, Compensation 7 .
- Attendance: Board met nine times in 2024; each current director attended ≥75% of Board and relevant committee meetings; all attended the 2024 annual meeting .
- Leadership structure: Chairman independent (Jeffrey Marcus) chairs executive sessions of independent directors; roles of Chair and CEO are separated .
- Sponsor designation: Crestview holds 37% and under the Stockholders’ Agreement designates three directors (currently Kilpatrick, Cassidy, Volpert), obligating the company to maintain that composition while ownership thresholds are met .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $90,000 | Includes annual director retainer and applicable committee/member fees; no per-meeting fees; special committee retainer existed for certain directors in 2024 . |
| Annual restricted stock award | $114,999 | Granted May 9, 2024; vests one year from grant date . |
| Total | $204,999 | Director compensation table total for 2024 . |
Additional program terms:
- Standard director pay: annual cash retainer ≈$75,000; Nominating & Corporate Governance member retainer $7,500; chairs receive higher retainers; no meeting fees; option since 2020 to take quarterly fees in cash or fully vested stock .
Performance Compensation
| Award Type | Grant/Action Date | Vesting | Value/Shares |
|---|---|---|---|
| Annual restricted stock grant | May 9, 2024 | One-year cliff | $114,999 (shares determined by grant-date price) . |
| Quarterly fees elected as stock (in lieu of cash) | Jan 2, Apr 1, Jul 1, Oct 1, 2024 | Immediate vesting | Fees converted to shares at quarter‑date closing price . |
- Director equity awards are time-based; no performance metrics (TSR/EBITDA) apply to non‑employee director grants at WOW .
Other Directorships & Interlocks
| Interlock/Agreement | Details | Risk/Control |
|---|---|---|
| Crestview ownership and board designation rights | Crestview has rights to designate up to three directors while holding ≥22.5% (two if 15–22.5%, one if 5–15%) . | Potential influence over board composition and strategy; mitigated by NYSE independence and committee charters . |
| Registration Rights Agreement | WOW provides Crestview demand and piggyback registration rights with company-paid expenses and indemnities . | Typical for sponsor-backed issuers; can signal near-term liquidity events . |
| Sponsor reimbursements | Company reimburses Crestview for costs/services and enforcement expenses under Stockholders’ Agreement . | Related-party exposure overseen by Audit Committee policy . |
Expertise & Qualifications
- Private equity media and communications specialist; President/Partner at Crestview; Investment Committee member .
- Prior operating experience as acting CFO at a portfolio company; investment banking at Alex. Brown & Sons .
- Education: MBA (Stanford GSB) and BA in Physics (Harvard) .
- Board skills: M&A, financing, capital allocation, industry operating insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Brian Cassidy (individual) | 0 | <1% (*) . |
Notes:
- Crestview entities collectively hold 31,735,471 shares (37%); investment committee includes Cassidy among six members, all disclaiming individual beneficial ownership of Crestview-held shares .
- Aggregate outstanding restricted shares granted to Cassidy, Kilpatrick, and Volpert total 73,875 (not broken out by individual) .
- Insider Trading Policy prohibits hedging and pledging of company securities by directors and designated senior personnel .
Governance Assessment
- Alignment: Cassidy elected quarterly fees as stock multiple times in 2024, and receives an annual time-based stock grant—indicative of equity alignment despite no performance conditions on director equity .
- Independence and attendance: Board affirms independence; attendance met ≥75% threshold; independent Chair leads executive sessions .
- Influence/Conflicts: Crestview’s 37% stake and board designation rights create potential conflicts and information/control interlocks; company discloses related-party frameworks (Audit Committee review) and formal Stockholders’/Registration Rights Agreements—investors should monitor transactions and sponsor-driven strategic moves. RED FLAG: sponsor designation rights and reimbursements could prioritize sponsor objectives over minority shareholders if not carefully overseen .
- Shareholder sentiment: Say‑on‑pay support exceeded 97% in 2024, suggesting broad investor confidence in compensation governance; still, director equity lacks performance metrics, placing greater weight on committee oversight quality .
- Engagement bandwidth: Multiple concurrent directorships across Crestview portfolio companies enhance industry visibility but may constrain time; presence on Nominating & Governance focuses his contribution on board composition and governance best practices .
Overall, Cassidy brings deep transactional and sector expertise and equity-aligned compensation, balanced against sponsor interlock risks that warrant continued attention to related-party oversight, director independence in committee work, and transparent disclosure of any sponsor‑related initiatives .