Gunjan Bhow
WideOpenWestAbout Gunjan Bhow
Independent director of WideOpenWest, Inc. (WOW). Age 54; appointed July 29, 2020 (Class III director; term expires at the 2026 annual meeting). Background spans 25 years leading consumer digital products and direct-to-consumer platforms across Walgreens Boots Alliance (Global Chief Digital Officer, 2018–2022), Disney (SVP/GM DTC, e-commerce, and digital, 2014–2018), and Amazon (Head of Product Management, Digital; led Fire TV/Stick, Prime Video, Echo). Education: MBA, Harvard Business School; BS EECS with honors, UC Berkeley; authored a best-selling HBS case on internet IPO economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance | Global Chief Digital Officer | 2018–2022 | Led e-commerce, data science, store tech, DTC growth across healthcare, retail, pharmacy |
| The Walt Disney Company | SVP & GM, Direct-to-Consumer, E-commerce, Digital | 2014–2018 | Led strategy/dev/operations for Disney+, Disney Movies Anywhere, Disney Movie Club |
| Amazon | Head of Product Management, Digital | Not disclosed | Concept-to-release leadership for Fire TV/Stick; innovation across Prime Video and Echo |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Recreational Equipment, Inc. (REI) | Director | Cooperative | Co-op board (not publicly traded) |
| One Call Care Management, Inc. | Director | Private | Healthcare services (privately-held) |
| BBC Commercial Limited | Director | Subsidiary | Subsidiary of public service broadcaster |
| Child Mind Institute | Board role | Non-profit | Non-profit governance role |
Board Governance
- WOW board classification: Class III director; term expires at the 2026 annual meeting .
- Independence: Board determined all directors other than CEO Teresa Elder are independent under NYSE rules; Audit/Comp/Nominating committees fully independent .
- Committee assignments (2024): Compensation Committee member; Compensation Committee chaired by Jill Bright; Daniel Kilpatrick also a member .
- Board/committee activity (2024): Board met 9 times; Audit 4, Nominating 5, Compensation 7; all current directors attended at least 75% of board and committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: Separate Chair and CEO roles; Chair (Jeffrey Marcus) is an independent director and chairs executive sessions of independent directors .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Committee membership fees | $9,000 | Compensation Committee member fee (Comp: $9k; Audit: $15k; Nominating: $7.5k) |
| Committee chair fees | N/A | Not a chair (Audit Chair $30k; Comp Chair $18k; Nominating Chair $15k) |
| Special committee retainer | Up to $100,000 | Paid in 2024 to certain directors (membership not specifically enumerated) |
| Annual equity award (RS) | $114,999 | Granted May 9, 2024; 1-year vest; grant sized by closing price that day |
| Quarterly fee elections | Elected RS in lieu of cash | Elections on Jan 2, Apr 1, Jul 1, Oct 1, 2024; shares sized by quarterly board fees ÷ closing price on grant date |
| 2024 total director compensation | $348,999 | $234,000 fees earned or paid in cash + $114,999 stock awards |
Notes: WOW pays no per-meeting fees; directors reimbursed expenses .
Performance Compensation
Directors receive time-based equity; performance-linked metrics apply to executive STIP/LTIP overseen by the Compensation Committee.
| Metric (2024 STIP) | Weight (%) | Target | Actual | Weighted Payout (%) |
|---|---|---|---|---|
| Adjusted EBITDA | 70.0% | $260.0m | $288.4m | 100.4% |
| High-Speed Data (HSD) Revenue | 10.0% | $439.6m | $423.6m | 5.5% |
| Adjusted Free Cash Flow | 10.0% | $113.2m | $72.6m | 15.0% |
| Market Expansion Homes Passed | 10.0% | 63,596 | 33,800 | 0.0% |
| Total 2024 STIP Payout | — | — | — | 120.9% |
- LTIP design changes (2024): 75% performance units, 25% time-based; 3-year performance entirely tied to cumulative Adjusted EBITDA; to minimize dilution, target awards payable 75% in cash / 25% in equity; time-based awards granted Mar 2024; performance awards granted Jan 2025 after goals finalized .
- Anti-hedging/pledging policy applies to directors and senior personnel; prohibits hedging and pledging/margin accounts .
- Clawback policy adopted to comply with SEC/NYSE; recovers erroneously awarded incentive compensation after restatements .
Other Directorships & Interlocks
| Entity | Interlock/Relationship | Potential Conflict Considerations |
|---|---|---|
| Crestview Partners | Three Crestview designees on WOW board (Kilpatrick, Cassidy, Volpert) via Stockholders’ Agreement rights based on ownership thresholds | Sponsor influence on board composition; Compensation Committee includes Kilpatrick, a Crestview partner . |
| External boards (REI, One Call, BBC Commercial Ltd, Child Mind Institute) | No disclosed transactions with WOW | No related-party transactions disclosed involving Bhow; Audit Committee reviews/approves related-party transactions per policy . |
Expertise & Qualifications
- Deep DTC/e-commerce and product leadership; scaled digital platforms at WBA, Disney, Amazon .
- Technology/product credentials (EECS, cognitive psychology, interactive media), HBS MBA and case authorship .
- Selected for WOW board for significant digital marketing and DTC/e-commerce leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Gunjan Bhow | 108,288 | <1% | Based on 84,681,284 shares outstanding as of Mar 17, 2025 . |
- Ownership guidelines: Not specifically disclosed for directors; anti-hedging/pledging policy in place for directors .
- Pledging: Prohibited by Insider Trading Policy .
Governance Assessment
-
Positives
- Independent director with strong digital/DTC background aligned to WOW’s strategic needs .
- Active Compensation Committee member; committee is fully independent and uses an independent consultant (Aon; 2024 independence letter; no conflicts) .
- Strong board processes: separate Chair/CEO; executive sessions led by independent Chair; committees composed entirely of independent directors; consistent meeting cadence and minimum attendance thresholds met .
- Director equity grants and elections of stock in lieu of cash indicate alignment; anti-hedging/pledging and clawback policies enhance governance .
-
Risks/Watch items
- Sponsor influence: Crestview retains board designation rights tied to ownership; Compensation Committee includes a Crestview partner (Daniel Kilpatrick), which may raise perceived independence concerns on pay decisions despite formal independence compliance .
- Special committee retainers in 2024 ($100k for certain directors) reflect episodic workload but elevate cash mix; continued use should be monitored versus long-term equity alignment .
- Company STIP payout at 120.9% driven by Adjusted EBITDA outperformance offset by misses on HSD revenue and homes passed; continued reliance on Adjusted EBITDA may obscure capital intensity and leverage effects if not balanced with cash flow/expansion outcomes .
-
Shareholder signals
- 2024 Say-on-Pay approval >97%, indicating strong investor support for executive pay programs; annual vote cadence adopted .
- Audit fees and independence processes disclosed; committees’ annual risk assessment of compensation program reported .
Overall: Bhow’s digital and DTC expertise strengthens board effectiveness on product and customer strategy. Compensation/independence structures meet NYSE/SEC standards, though sponsor designation rights and a Crestview-affiliated member on the Compensation Committee warrant continued monitoring to ensure robust, independent oversight of pay and strategy .