Jeffrey Marcus
WideOpenWestAbout Jeffrey Marcus
Jeffrey Marcus (age 78) is the independent Chairman of the Board at WideOpenWest, Inc. (WOW), appointed to the Board on March 15, 2017; he is a Class I director with a term expiring at the 2027 annual meeting . He is Vice Chairman at Crestview Partners (joined 2004; retired as a Partner effective Jan 1, 2019), and previously served as President and CEO of AMFM (formerly Chancellor Media) and Founder/CEO of Marcus Cable, at its sale the largest privately held U.S. cable company; he holds a BA in Economics from UC Berkeley . The Board separates the Chair and CEO roles, with Marcus chairing all Board meetings and executive sessions of independent directors, collaborating with the CEO on agendas; the Board has determined all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMFM (formerly Chancellor Media) | President & CEO | — | Led one of the nation's largest radio broadcasting companies |
| Marcus Cable | Founder & CEO | — | Built and sold the largest privately held U.S. cable company at time of sale (1998) |
| Marcus Communications / WestMarc Communications | Founder / Executive | — | Founded Marcus Communications; merged into WestMarc Communications |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Crestview Partners | Vice Chairman | Joined 2004; retired as Partner 1/1/2019 | Vice Chair at Crestview; retired as Partner; previously co-led media/communications strategy |
| WOW | Chairman of the Board | Current | Independent Chair; Class I term through 2027 |
| Brinker International, Inc. (EAT) | Director | Prior | Public company directorship (prior) |
| Charter Communications, Inc. (CHTR) | Director | Prior | Public company directorship (prior) |
| Camping World Holdings, Inc. (CWH) | Director | Prior | Public company directorship (prior) |
| Cumulus Media, Inc. | Chairman (prior) / Director | Prior | Prior public company leadership |
| Additional boards (AMFM, Insight Communications, OneLink, WestMarc, NEP Group, DS Services) | Director/Chair (as noted) | Prior | Mix of public/private board roles |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Marcus serves as independent Chair .
- Leadership structure: Separate Chair/CEO; the Chair (Marcus) leads executive sessions of independent directors and sets agendas with the CEO .
- Classified board: Class I (Marcus) term expires 2027; Class II 2025; Class III 2026 .
- Attendance: In 2024, the Board held 9 meetings; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
| Item | Detail |
|---|---|
| Board Role | Chairman of the Board (Independent) |
| Committee Memberships | None listed for Marcus (no committee assignments shown) |
| Board Meetings (2024) | 9 meetings |
| Attendance (2024) | Each director ≥75% of Board/committee meetings; all attended 2024 annual meeting |
| Committee Meeting Counts (2024) | Audit: 4; Nominating & Corporate Governance: 5; Compensation: 7 |
Fixed Compensation
- Director fee structure (2024): Non-employee directors receive a $75,000 annual cash retainer and an annual restricted stock award valued at $115,000 that vests in one year; Committee chair retainers: Audit $30,000, Compensation $18,000, Nominating & Governance $15,000; Committee member retainers: Audit $15,000, Compensation $9,000, Nominating & Governance $7,500; the Chairman of the Board receives an additional $225,000 and no extra committee fees; certain directors received an additional $100,000 cash retainer in 2024 for a special committee evaluating a proposed transaction; no per-meeting fees .
| 2024 Director Pay Structure | Amount |
|---|---|
| Annual cash retainer (director) | $75,000 |
| Annual equity award (restricted stock) | $115,000 |
| Committee chair retainers | Audit $30,000; Comp $18,000; N&CG $15,000 |
| Committee member retainers | Audit $15,000; Comp $9,000; N&CG $7,500 |
| Chairman of the Board additional retainer | $225,000 |
| Special committee retainer (select directors, 2024) | $100,000 |
| Per-meeting fees | None |
| 2024 Director Compensation – Jeffrey Marcus | Amount |
|---|---|
| Fees earned or paid in cash | $300,000 |
| Stock awards (annual equity grant) | $114,999 |
| Total | $414,999 |
| Election of fee form | Marcus elected to receive 100% of quarterly fees in cash (does not eliminate annual equity grant) |
Performance Compensation
- Non-employee directors do not receive performance-based pay or per-meeting fees; compensation is delivered via fixed cash retainers and a time-vested annual equity grant .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Sponsor rights | Crestview Partners has designation rights under a Stockholders’ Agreement (up to 3 directors depending on ownership); current Crestview designees are Daniel Kilpatrick, Brian Cassidy, and Barry Volpert . |
| Crestview reimbursement | Company reimburses Crestview for certain costs/services and enforcement expenses under the Stockholders’ Agreement (customary terms) . |
| Sponsor presence on Board | Multiple Crestview-affiliated directors on the WOW Board (Kilpatrick, Cassidy, Volpert) . |
| Marcus–Crestview relationship | Marcus is Vice Chairman at Crestview (retired as Partner 1/1/2019) . |
Potential conflict signal: Heavy sponsor representation and reimbursement provisions, combined with Marcus’s leadership role at Crestview, warrant monitoring for related-party and independence considerations, despite formal Board independence determinations .
Expertise & Qualifications
- Cable/media operator and founder experience (Marcus Cable founder/CEO; AMFM CEO) .
- Private equity and boardroom oversight via Crestview Vice Chair role; extensive directorship experience across cable/media and consumer sectors .
- Education: BA in Economics, University of California, Berkeley .
Equity Ownership
| Holder (as of 3/17/2025) | Common Stock Owned (shares) | % Outstanding |
|---|---|---|
| Jeffrey Marcus | 98,443 | <1% |
- Section 16(a) compliance: Company reported certain late Form 4 filings in 2024 for other reporting persons; Marcus was not listed among late filers .
- Insider trading policy: Prohibits hedging; includes anti-hedging and pledging provisions applicable to Board members and designated senior personnel; prohibits holding in margin accounts or pledging Company securities for senior personnel; no executive or director hedging allowed .
Governance Assessment
-
Strengths
- Independent Chair with separation of Chair/CEO; Chair leads executive sessions and collaborates on agenda-setting .
- Board/committee attendance at or above 75% in 2024; full attendance at 2024 annual meeting .
- Transparent, formulaic director pay structure, including meaningful equity component that vests over one year; no per-meeting fees .
- Strong governance practices: clawback policy adopted in 2023; prohibition on hedging; compensation consultant (Aon) independence affirmed; no Section 280G gross-ups .
- Say-on-pay support: >97% approval at 2024 annual meeting, indicating strong investor alignment on compensation programs .
-
Risks/Watch Items
- Sponsor influence: Crestview holds ~37% of shares and retains designation rights (three director seats currently), with reimbursement provisions under the Stockholders’ Agreement; Marcus’s Crestview leadership role adds perceived interlock risk even though he is not one of Crestview’s designated directors .
- Special committee retainers in 2024 indicate the Board evaluated a proposed transaction; monitor for potential related-party considerations and post-transaction governance outcomes .
- Classified board structure (staggered terms) may limit rapid refreshment in contested scenarios; Marcus’s term runs to 2027 .
-
Red flags highlighted
- None disclosed regarding pledging/hedging, legal proceedings, or late insider filings for Marcus; continue monitoring Section 16 compliance and adherence to anti-hedging/pledging policy .
- Concentrated sponsor influence via Board designees and governance agreements merits ongoing oversight for related-party transactions and independence in key committee decisions (Marcus does not serve on standing committees) .