Teresa Elder
WideOpenWestAbout Teresa Elder
Teresa Elder, 63, is Chief Executive Officer and a Director of WideOpenWest, Inc. (WOW), appointed in December 2017. She holds an undergraduate degree from Creighton University, summa cum laude, and an M.S. in Management from Stanford Graduate School of Business . In 2024, WOW’s Adjusted EBITDA was $288.4 million (vs. $275.4 million in 2023), while the company’s 5-year cumulative TSR finished at 67 (value of $100), underperforming a peer TSR of 81; over five years, WOW’s cumulative TSR was approximately -33% vs. peers at -19% . Her compensation program is heavily performance-based, with 2024 short-term incentives weighted 70% to Adjusted EBITDA and long-term incentives targeted 75% performance-based on three-year cumulative Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vodafone | Officer (unspecified) | Not disclosed | Senior leadership experience in global telecom |
| AT&T | Officer (unspecified) | Not disclosed | Large-scale telco operating leadership |
| Clearwire | Officer/Executive (unspecified) | Not disclosed | Wireless growth and network operations background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stanford GSB Management Board | Member, then Board Chair | 2012–2018 | Leadership in academic governance |
| Stanford MSx Program | Board of Advisors | Not disclosed | Advisory role |
| Stanford Women on Boards | Steering Committee | Not disclosed | Governance advocacy |
| Cystic Fibrosis Foundation | Board of Trustees | Since 2017 | Non-profit healthcare governance |
| C‑SPAN | Board member | Since 2018 | Media/governance exposure |
| Markkula Center for Applied Ethics | Board of Advisors | Until Jan 2019 | Ethics oversight |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 851,760 | 894,348 | 894,348 |
| CEO Target Bonus (% of Base) | 125% (policy) | 125% (policy) | 125% (STIP target percent) |
| Actual Annual Cash Incentive ($) | 873,054 | 228,059 | 1,519,273 |
Notes:
- 2024 STIP achievement was 120.9% of target; CEO target equals 125% of salary, resulting in $1,351,583 2024 bonus per the payout table; “Total Non-Equity Incentive Compensation” for 2024 also reflects STIP mechanics and timing .
Performance Compensation
2024 Short-Term Incentive Plan (STIP) Framework and Outcome
| Metric | 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 Payout | — | — | — | 120.9 |
- CEO STIP target: 125% of base; Actual payout factor: 120.9% → CEO 2024 bonus earned $1,351,583 .
- STIP emphasizes profitability/FCF over expansion, with EBITDA at 70% weight; expansion/home-passing shortfall reduced the overall payout .
Long-Term Incentive Program (LTIP) Design
- Prior design: 2022–2023 awards targeted 50% performance-based (50% relative TSR to peer group; 50% three-year cumulative EBITDA). 2022 PSUs did not meet threshold and were forfeited; 2023 PSUs remain outstanding to 12/31/2025 .
- 2024 design shift: 75% performance-based units (100% based on three-year cumulative Adjusted EBITDA), 25% time-based; to preserve shares, both time-based and performance-based target awards will be settled 75% in cash, 25% in equity. Time-based awards granted March 2024; performance awards granted January 2025 after LRP approval .
Equity Award Detail (CEO)
| Grant Type | Grant Date | Shares/Units | Vesting |
|---|---|---|---|
| Time-based RSU | 3/3/2021 | 103,343 | 4 annual installments on each anniversary |
| Time-based RSU | 3/3/2022 | 98,640 | 4 annual installments on each anniversary |
| Performance Shares | 3/3/2022 | 49,320 (TSR) + 36,384 (EBITDA) | Forfeited; threshold not met (as of 12/31/2024) |
| Time-based RSU | 3/2/2023 | 167,167 | 4 annual installments on each anniversary |
| Performance Shares | 3/2/2023 | 83,583 (TSR) + 54,202 (EBITDA) | Earn/forfeit based on performance through 12/31/2025 |
| Time-based RSU | 4/10/2024 | 60,593 | 4 annual installments on each anniversary |
| 2024 Performance Units | Jan 2025 grant | Amount not specified in 2024 proxy | Based on 3-year cumulative Adjusted EBITDA; 75% cash/25% equity at payout |
- 2024 CEO equity grant fair value (time-based only): $223,588 (60,593 shares at $3.69) .
- No stock options outstanding or granted; company has not issued stock options; 2024 option activity: none .
Pay versus Performance Reference
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($m) | 437.1 | 414.1 | 280.1 | 275.4 | 288.4 |
| WOW TSR (Value of $100) | 144 | 290 | 123 | 55 | 67 |
| Peer TSR (Value of $100) | 126 | 119 | 75 | 92 | 81 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Total beneficial ownership | 1,513,137 shares (2% of outstanding as of 3/17/2025) |
| Vested vs. unvested (CEO outstanding RSUs at 12/31/2024) | Unvested: 25,838 (2021), 135,024 (2022), 263,161 (2023), 60,593 (2024); total market value $2,403,695 (at $4.96) |
| Options outstanding | None; company has not issued stock options |
| Hedging/pledging | Prohibited for senior personnel; no margin accounts or pledging allowed |
| Clawback | Compensation Recovery Policy adopted in 2023 in compliance with SEC/NYSE; recoupment upon restatement |
Compliance/filings note: A Form 4 for Teresa Elder related to shares withheld for taxes was filed late (administrative oversight) on March 25, 2024 (12,015; 14,518; 47,137 shares withheld) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment start date; role | CEO and Director since Dec 14, 2017 |
| Agreement term | Initial through 12/31/2020; auto-renews annually unless 60 days’ notice |
| Base salary minimum | $750,000 (agreement); actual base $894,348 in 2023–2024 |
| Target annual bonus | 125% of base salary |
| Sign-on | $200,000 cash; $1,500,000 sign-on RSA (fully vested Dec 14, 2021) |
| Severance (no CIC) | If terminated without cause/for good reason/non-renewal: 24 months base; plus 2x prior year’s actual bonus paid over 24 months; 18 months COBRA at company expense; restrictive covenants (24-month non-compete/non-solicit) |
| Change in Control (CIC) plan | If terminated without cause/for good reason within 2 years of CIC: lump sum 2.5x (base + target bonus) + prorata target bonus; COBRA benefits; payment within 30 days of closing; double-trigger |
| CIC equity vesting | Upon qualifying termination within 12 months of CIC: time-based equity vests 100%; performance shares vest based on actual performance |
Estimated CIC/severance values as of 12/31/2024:
- CEO cash severance $6,134,013; accelerated restricted stock value $1,295,190; total $7,429,203 (assumes certain performance award treatment as of that date) .
Board Governance
- Role and independence: CEO and Director (Class I); not independent; Board separates Chair (Jeffrey Marcus) and CEO roles, with independent Chair leading executive sessions and agenda-setting with the CEO .
- Board class/term: Class I; term expires at the 2027 annual meeting .
- Committee assignments: CEO does not serve on Board committees. Audit (Chair: Jose Segrera); Compensation (Chair: Jill Bright); Nominating & Corporate Governance (Chair: Phil Seskin). All committees are fully independent .
- Attendance: Board held 9 meetings in 2024; each current director attended at least 75% of applicable meetings .
Director compensation context: Non-employee directors receive cash retainers plus equity; CEO is an employee director and does not receive non-employee director pay .
Compensation Committee Analysis and Shareholder Feedback
- Committee members: Jill Bright (Chair), Gunjan Bhow, Daniel Kilpatrick .
- Independent consultant: Aon plc; no conflicts (independence confirmed in 2024) .
- Peer group for benchmarking (examples): ATN International, Cable One, Cogeco, Cogent, Consolidated Communications, EchoStar, IDT, Iridium, Shenandoah Telecom, U.S. Cellular, Uniti, Viasat, Ziff Davis .
- Say-on-pay support: Over 97% approval at the 2024 annual meeting; annual say-on-pay frequency adopted .
Director Service and Dual-Role Implications
- Teresa Elder serves on the Board while acting as CEO; the Board maintains an independent Chair and independent-only committees to mitigate dual-role risks and ensure oversight .
- Independence: Board determined all directors other than Ms. Elder are independent under NYSE rules; committee composition adheres to independence requirements .
Multi‑Year CEO Compensation Snapshot
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 851,760 | 894,348 | 894,348 |
| Stock Awards (grant-date fair value) | 3,454,318 | 3,560,555 | 223,588 |
| Non-Equity Incentive (Bonus/STIP) | 873,054 | 228,059 | 1,519,273 |
| All Other Compensation | 18,219 | — | — |
| Total | 5,197,351 | 4,682,962 | 2,637,209 |
Pay ratio: CEO to median employee pay ratio was 33:1 in 2024 (CEO $2,637,209; median employee $80,073) .
Risk Indicators & Red Flags
- 2022 PSUs forfeited (performance below threshold) indicates past underperformance vs. goals; 2023 PSUs still pending through 12/31/2025 .
- Anti-hedging/anti-pledging and no 280G tax gross-up reduce governance risk; clawback policy adopted in 2023 .
- Late Section 16 filings disclosed (including for CEO tax withholding transactions), attributed to administrative oversight .
- Board structure mitigates CEO/Director dual-role risks via independent Chair and committees .
Additional Data Points
- Equity plan capacity: 4,569,787 shares remained available under the 2017 Omnibus Plan as of 12/31/2024 .
- Ownership concentration: Crestview beneficially owned ~37% as of 3/17/2025; Stockholders’ Agreement grants board designation rights to Crestview based on ownership tiers .
Investment Implications
- Pay-for-performance alignment tightened in 2024: LTIP now 75% performance-based, 100% tied to 3-year Adjusted EBITDA, with 75% cash settlement—this boosts line-of-sight and reduces dilution, but can lessen equity beta to tail outcomes; watch for cash outlays tied to performance achievement starting 2026-2027 .
- 2024 STIP overachievement (120.9%) was EBITDA-driven despite shortfalls in FCF and homes passed, highlighting management focus on profitability; potential positive read-through for near-term EBITDA, with execution risk on growth initiatives reflected in missed expansion targets .
- Insider selling pressure: WOW does not grant options and prohibits pledging; RSU vestings create periodic tax withholdings (not open-market selling), evidenced by 2024 Form 4 entries—mechanical supply, but less indicative of discretionary selling .
- Retention and change-in-control economics: CEO severance (2 years base + 2x prior bonus) and CIC (2.5x base + target bonus with double-trigger) are meaningful but within market ranges; strong non-compete duration (24 months) supports retention and transition stability .
- Performance track record: 5-year TSR underperformed peer TSR; 2022 PSUs forfeited; however, 2024 Adjusted EBITDA improved year-over-year. 2025 PSU outcomes (for 2023 grants) are a key catalyst and barometer of execution through end-2025 .
- Governance: Independent Chair, fully independent committees, strong say‑on‑pay support (97%+) and use of independent consultant (Aon) signal shareholder-aligned governance—reducing governance discount risk .
All information above is sourced from WOW’s 2025 DEF 14A proxy statement and cited accordingly.