Daniel Kilpatrick

About Daniel Kilpatrick

Daniel Kilpatrick (age 44) is an independent Class II director of WideOpenWest, Inc. (WOW), first appointed March 15, 2017, with his current term expiring at the 2025 annual meeting . He is a Partner at Crestview Partners, heads Crestview’s financial services strategy, and holds an MBA from Stanford Graduate School of Business and a BA from Yale University . The Board has determined he is independent under NYSE rules and Rule 10A‑3, and he qualifies as an Audit Committee financial expert .

Past Roles

External Roles

Board Governance

• Board leadership: WOW separates Chair and CEO; Chair Jeffrey Marcus (independent) chairs all Board meetings and regular executive sessions of independent directors .
• Classification: WOW has a classified board; Kilpatrick is Class II (standing for re‑election in 2025) .
• Committee assignments and expertise:
  • Audit Committee: Member; committee chaired by Jose Segrera; Kilpatrick is designated an “Audit Committee financial expert” .
  • Compensation Committee: Member; committee chaired by Jill Bright .
• Meetings and attendance: In 2024, the Board held 9 meetings; each current director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .

Fixed Compensation

• Structure: Non‑employee directors receive a $75,000 annual cash retainer and an annual restricted stock award of $115,000 that vests after one year; no per‑meeting fees .
• Committee retainers: Audit Chair $30,000; Compensation Chair $18,000; Nominating Chair $15,000; Audit member $15,000; Compensation member $9,000; Nominating member $7,500 .
• 2024 elections: Directors could elect quarterly fees in cash or stock; Kilpatrick was among directors electing restricted stock for quarterly fees (Jan 2, Apr 1, Jul 1, Oct 1) .
• Special Committee: During 2024, certain directors received an additional $100,000 cash retainer for serving on a special committee; recipients not enumerated .

Performance Compensation

• Directors do not receive performance‑based equity; annual director equity grants are time‑based restricted stock vesting after one year .
• No director STIP metrics apply; performance metrics in the proxy pertain to executives only .

Other Directorships & Interlocks

• Crestview Designation Rights: Under the Stockholders’ Agreement, Crestview (the “Sponsor”) can designate up to three directors while holding ≥22.5% of WOW; current Crestview designees are Kilpatrick, Brian Cassidy, and Barry Volpert .
• Registration Rights & Reimbursements: WOW provides Crestview demand/piggyback registration rights, pays related expenses, and reimburses Crestview for costs incurred on WOW’s behalf under the Stockholders’ Agreement .

Expertise & Qualifications

• Financial expertise: Audit Committee financial expert designation .
• Transaction experience: Private equity investment, acquisitions, debt/equity financings; head of Crestview’s financial services strategy .
• Governance skills: Service on multiple boards across financial services and media/industrials (current and prior) .

Equity Ownership

• Beneficial ownership: Kilpatrick is listed with “—” shares and “*” (less than 1%) ownership individually; Crestview entities collectively own 31,735,471 shares (37%) .
• Crestview structure and disclaimers: Crestview Advisors, L.L.C. delivered shares upon vesting of director awards and retainer shares; decisions to vote/dispose Crestview shares require investment committee approval; Kilpatrick and other members disclaim beneficial ownership in their capacity as committee members .
• Anti‑hedging/pledging: Board‑approved Insider Trading Policy prohibits hedging and pledging by Board members and designated senior personnel; no margin accounts or collateral pledges permitted .

Governance policy notes: Insider Trading Policy includes anti‑hedging/pledging restrictions for Board members . Stock ownership guidelines for directors are not disclosed in the proxy.

Shareholder Votes & Engagement

Related-Party & Conflict Considerations

• Stockholders’ Agreement: Crestview’s board designation rights and WOW’s obligation to pay/reimburse Crestview for services/expenses are ongoing related‑party arrangements overseen under policies requiring Audit Committee review .
• Independence determination: Board deemed all directors other than CEO Teresa Elder as independent under NYSE rules; Kilpatrick is also independent under Rule 10A‑3 .
• Section 16 compliance: Company reported certain late Form 4 filings in 2024, including for Crestview Partners III GP, L.P.; directors generally were in compliance other than the listed filers; Kilpatrick was not named among late filers in 2024 .

Governance Assessment

• Positives:
  • Independent director with Audit Committee financial expert status; active on Audit and Compensation Committees .
  • Strong shareholder support: high say‑on‑pay approval in 2024 and 2025; Kilpatrick re‑elected with substantial “For” votes in 2025 .
  • Clear anti‑hedging/pledging policy applicable to directors .
  • Board meets regularly; attendance threshold met; executive sessions held under independent Chair .
• Potential red flags:
  • Sponsor influence: Crestview’s right to designate directors (including Kilpatrick) and WOW’s reimbursement/registration rights arrangements create potential conflicts to monitor; these are disclosed and subject to Audit Committee oversight .
  • Concentrated ownership: Crestview’s 37% stake underscores control dynamics and interlocks (multiple Crestview affiliates on WOW’s Board) .

Overall signal: Kilpatrick’s financial expertise and committee roles support board effectiveness; sponsor‑related rights and ownership concentration warrant continued scrutiny for alignment and independence, mitigated by formal independence determinations and related‑party review policies .