Jill Bright
WideOpenWestAbout Jill Bright
Independent Director (Class III) at WideOpenWest, Inc. (WOW); age 62; appointed September 5, 2017; current term expires at the 2026 annual meeting . Chief Transformation Officer at OneMagnify since October 2023; prior roles include CAO at LionTree Advisors (Dec 2020–Aug 2021) and EVP, HR & Administration at Sotheby’s (2017–2021). MBA from NYU Stern; BA from Marymount Manhattan College. Selected for operating experience and expertise in compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneMagnify | Chief Transformation Officer | Oct 2023–present | Transformation leadership |
| LionTree Advisors LLC | Chief Administrative Officer | Dec 2020–Aug 2021 | Corporate administration |
| Sotheby’s | EVP, Human Resources & Administration | 2017–2021 | Human capital and administration leadership |
| Condé Nast | HR leadership; later Chief Administrative Officer | ~20 years; CAO in 2010 | Led HR; elevated to CAO |
| American Express | Senior HR roles | Earlier career | Corporate HR experience |
| NYC Quadrennial Advisory Commission | Commissioner (compensation of elected officials) | 2015 | Advisory on government compensation |
| NYC Public Library | Mayor’s Representative to the Board | 2 years | Public sector governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interactive Brokers Group LLC | Board Member | Current | ESG Committee (2024 proxy) |
| Pursuit Attractions & Hospitality, Inc. | Board Member | Current | PE-backed; shared board presence with WOW director Brian Cassidy |
| Crestview Partners | Operating Executive (human capital, industrials) | Current | Consulting capacity; human capital focus |
Board Governance
- Independence: Board determined all directors other than the CEO (Teresa Elder) are independent under NYSE rules; committees are entirely independent. Jill Bright is independent .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee Member .
- Attendance: In 2024, Board held 9 meetings; each current director attended at least 75% of board and committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: Chair and CEO roles separated; regular executive sessions of independent directors led by the Chairman .
- Stockholders’ Agreement: Crestview retains board designation rights (currently three designees: Kilpatrick, Cassidy, Volpert), which can influence board composition . Jill is not a Crestview designee; however, her consulting role with Crestview is a potential perceived influence point .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 7 |
| Nominating & Corporate Governance | Member | 5 |
| Audit | Not a member | 4 |
Fixed Compensation
Program terms for non-employee directors (2024):
- Annual cash retainer: $75,000
- Equity retainer: $115,000 in restricted stock granted at the annual meeting; one-year vest
- Committee chair retainers: Audit $30,000; Compensation $18,000; Nominating & Corporate Governance $15,000
- Committee member retainers: Audit $15,000; Compensation $9,000; Nominating & Corporate Governance $7,500
- No per-meeting fees; Chairman of the Board additional $225,000; special committee retainers of $100,000 for certain members (not specified for Jill)
2024 Director Compensation – Jill Bright:
| Component | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 108,000 |
| Stock Awards (Grant Date Fair Value) | 114,999 (granted May 9, 2024; 1-year vest) |
| Total | 222,999 |
| Election of fee form | All cash on Jan 2, 2024; 50% cash / 50% restricted stock on Apr 1, Jul 1, Oct 1, 2024 |
Performance Compensation
Directors receive time-based restricted stock; no performance metrics disclosed for director equity.
| Metric | Status |
|---|---|
| Director equity performance conditions | None; time-based restricted stock (1-year vest) |
| 2024 director equity grant (Jill) | $114,999 grant-date fair value; vests one year from May 9, 2024 |
Other Directorships & Interlocks
| Company | Type | Role | Committee/Notes |
|---|---|---|---|
| Interactive Brokers Group LLC | Public | Director | ESG Committee (per 2024 proxy) |
| Pursuit Attractions & Hospitality, Inc. | Private/PE-backed | Director | Interlock: WOW director Brian Cassidy also serves on this board |
Potential interlocks/conflicts:
- Jill consults as operating executive for Crestview; Crestview is WOW’s major stockholder with board designation rights (three designees currently). She also shares an external board (Pursuit) with Brian Cassidy (a Crestview designee), which may create perceived influence or information flow considerations. No specific related-party transactions disclosed involving Jill .
Expertise & Qualifications
- Deep human capital and compensation expertise across media and financial services; former CAO and HR leadership at Condé Nast, American Express, and Sotheby’s .
- MBA (NYU Stern); BA (Marymount Manhattan) .
- Selected for compensation expertise; chairs WOW’s Compensation Committee .
Equity Ownership
| Holder | Common Stock Owned (#) | % of Outstanding |
|---|---|---|
| Jill Bright | 162,109 | <1% |
Additional alignment and policy:
- Insider Trading Policy prohibits hedging and pledging for directors and senior personnel; may not hold company securities in margin accounts or pledge as collateral .
- No delinquent Section 16 filings disclosed for Jill in 2024 (late filings listed for others) .
Governance Assessment
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Strengths
- Independent director; chairs Compensation Committee and serves on Nominating & Corporate Governance, supporting robust oversight of pay and board composition .
- Attendance: met at least 75% threshold; full director participation at 2024 annual meeting, indicating engagement .
- Director pay mix includes equity with one-year vesting, providing some alignment; option to take fees in stock enhances alignment .
- Compensation Committee retained independent consultant (Aon), with no conflicts noted; strong say-on-pay support (97% approval in 2024) reflects investor confidence in pay practices overseen by the committee .
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Considerations/RED FLAGS
- Crestview influence: significant ownership and board designation rights; Jill’s consulting role with Crestview plus shared external board (Pursuit) with a Crestview designee (Brian Cassidy) can be perceived as a potential conflict or interlock, particularly given her Compensation Committee chair role. Robust committee independence and policies mitigate but do not eliminate perception risk .
- Special committee retainers: existence of additional $100,000 cash retainers for certain board members in 2024 could raise alignment questions if applied broadly; the proxy does not specify Jill’s participation in such committee .
- Related party transactions: none disclosed involving Jill; Audit Committee oversees related party approvals .
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Policies that mitigate risk
- Anti-hedging and anti-pledging provisions in Insider Trading Policy .
- Committees fully independent; formal committee charters; enterprise risk oversight .
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Shareholder feedback
- 2024 say-on-pay approval >97%, indicating strong support for compensation decisions under committee oversight .