
			Average
			Summary	Average
	Summary		Compensation	Compensation			Net
	Compensation	Compensation	Table Total	Actually Paid	Value of Initial Fixed $100		Income	Adjusted
	Table Total	Actually Paid	for Non-PEO	to Non-PEO	Investment Based on:		(Loss)(7)	EBITDA(8)

Year	for PEO($)(1)	to PEO($)(2)	NEOs($)(3)	NEOs($)(4)	WOW TSR(5)	Peer Group TSR(6)	($ in millions)
2023	4,682,962	1,752,739	1,267,511	473,697	55	92	(287.7)	275.4
2022	5,197,351	(10,547,856)	1,518,679	(1,667,470)	123	75	(2.5)	280.1
2021	5,929,085	20,615,055	1,689,088	4,420,679	290	119	770.5	414.1
2020	5,735,827	11,941,685	1,236,560	2,001,791	144	126	14.4	437.1

(1)	The amounts reported in this column for Ms. Elder are the amounts reported for each respective year in the “Total” column of the Summary Compensation Table.

(2)

The amounts in this column have been calculated in accordance with the requirements of Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned or paid in the year presented. For further information regarding the adjustments made to Ms. Elder’s total compensation each year, refer to the “Compensation Actually Paid” table below. Mr. Case acted as Chief Executive Officer effective March 28, 2020 through April 19, 2020 while Ms. Elder was hospitalized with COVID-19. Due to the brief nature of the appointment, Mr. Case has been excluded from the 2020 compensation actually paid to the PEO calculation.

(3)

The amounts in this column represent the average of the “Total” column in the Summary Compensation Table for the Named Executive Officers (“NEOs”) as a group (excluding Ms. Elder) for the year presented. The names of each of the NEOs included for purposes of calculating the average amounts in each year are as follows: (i) for 2023, John Rego, Don Schena, Henry Hryckiewicz, Craig Martin, and David Brunick (ii) for 2022 and 2021, John Rego, Don Schena, Craig Martin, and David Brunick, and (iii) for 2020, John Rego, Rich Fish, Craig Martin, Don Schena and David Brunick.

(4)

The amounts in this column represent the average “Compensation Actually Paid” to the NEO’s as a group (excluding Ms. Elder) for the year presented, as calculated in accordance with the requirements of Item 402(v) of Regulation S- K. The amounts do not reflect the average actual amount of compensation earned or paid to the NEOs in the year presented. For further information regarding the adjustments made to each NEO’s total compensation in each year, refer to the “Compensation Actually Paid” table below.

(5)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The companies included in the peer group used for this purpose are: Comcast Corporation, Charter Communications, Inc, Cable One, Inc, and Altice USA, Inc.

(7)	The amounts represent net income reflected in the Company’s audited financial statements for the applicable year.

(8)

Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization (including impairments), impairment losses on intangibles and goodwill, write-off of any asset, loss on early extinguishment of debt, integration and restructuring expenses and all non-cash charges and expenses (including stock compensation expense) and certain other income and expenses.

Named Executive Officers, Footnote

(1)	The amounts reported in this column for Ms. Elder are the amounts reported for each respective year in the “Total” column of the Summary Compensation Table.

(2)

The amounts in this column have been calculated in accordance with the requirements of Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned or paid in the year presented. For further information regarding the adjustments made to Ms. Elder’s total compensation each year, refer to the “Compensation Actually Paid” table below. Mr. Case acted as Chief Executive Officer effective March 28, 2020 through April 19, 2020 while Ms. Elder was hospitalized with COVID-19. Due to the brief nature of the appointment, Mr. Case has been excluded from the 2020 compensation actually paid to the PEO calculation.

(3)

The amounts in this column represent the average of the “Total” column in the Summary Compensation Table for the Named Executive Officers (“NEOs”) as a group (excluding Ms. Elder) for the year presented. The names of each of the NEOs included for purposes of calculating the average amounts in each year are as follows: (i) for 2023, John Rego, Don Schena, Henry Hryckiewicz, Craig Martin, and David Brunick (ii) for 2022 and 2021, John Rego, Don Schena, Craig Martin, and David Brunick, and (iii) for 2020, John Rego, Rich Fish, Craig Martin, Don Schena and David Brunick.

Adjustment To PEO Compensation, Footnote

The following table shows the adjustments made to Total Summary Compensation to calculate Compensation Actually Paid in accordance with the requirements of Item 402(v) of Regulation S-K.


					Change in Fair
					Value of
					Unvested
				Reported	Awards		Fair Value
				Year	Granted	Change in	of Awards that
		Summary	Summary	Stock Awards	Prior to	Fair Value	Failed to	Compensation
		Compensation	Compensation	Granted and	Reported	of Vested	Meet Vesting	Actually
Name	Year	Total($)(1)	Stock Awards($)(1)	Unvested($)(2)	Year($)(3)	Awards ($)(4)	Conditions($)(5)	Paid($)(6)
Principal Executive Officer
Teresa Elder
	2023	4,682,962	(3,560,555)	873,238	(2,748,476)	2,505,570	—	1,752,739
	2022	5,197,351	(3,454,318)	1,631,711	(12,553,954)	(1,368,646)	—	(10,547,856)
	2021	5,929,085	(3,318,809)	4,565,633	11,051,352	2,387,794	—	20,615,055
	2020	5,735,827	(3,904,889)	9,043,713	1,776,746	(709,712)	—	11,941,685
Bill Case (7)
	2020	1,092,059	(536,914)	1,243,492	162,100	(51,600)	—	1,909,137
Non-Principal Executive Officers
John Rego
	2023	2,130,284	(1,540,633)	377,844	(1,067,670)	3,243	—	(96,932)
	2022	2,268,099	(1,494,635)	706,018	(2,194,147)	(202,894)	—	(917,559)
	2021	2,535,550	(1,422,342)	1,956,692	1,532,541	472,693	—	5,075,134
	2020	1,393,567	(992,494)	2,009,470	—	—	—	2,410,543
Rich Fish (8)
	2020	601,237	—	—	—	(373,522)	(440,399)	(212,684)
Don Schena
	2023	1,355,382	(851,786)	208,904	(573,893)	520,641	—	659,248
	2022	1,319,113	(725,551)	342,728	(2,585,223)	(233,361)	—	(1,882,294)
	2021	1,363,809	(690,464)	949,861	2,119,147	385,830	—	4,128,183
	2020	1,402,211	(812,396)	1,881,508	239,801	(82,524)	—	2,628,600
Henry Hryckiewicz
	2023	1,933,767	(1,419,877)	287,591	(465,809)	394,509	—	730,181
Craig Martin (8)
	2023	493,517	—	—	(195,144)	476,323	(261,150)	513,546
	2022	1,302,171	(720,025)	340,117	(2,615,414)	(280,873)	—	(1,974,024)
	2021	1,581,368	(698,506)	960,923	2,281,189	406,086	—	4,531,060
	2020	1,421,766	(821,882)	1,903,477	324,841	(188,648)	—	2,639,554
David Brunick (8)
	2023	424,606	—	—	(165,024)	562,011	(259,152)	562,441
	2022	1,185,334	(665,721)	314,465	(2,496,196)	(233,886)	—	(1,896,004)
	2021	1,275,626	(645,813)	888,435	2,087,271	342,820	—	3,948,339
	2020	1,364,019	(790,269)	1,830,264	248,742	(109,812)	—	2,542,944

(1)	The amounts in these columns are the amounts reported in the “Total” and “Stock Awards” columns, respectively, of the Summary Compensation Table for each respective year.

(2)

The amounts reported represent the end of year fair value of the restricted stock awards, including performance-based equity awards, granted to the NEO’s in each respective year. The restricted stock awards with only a service condition and the performance-based equity awards with a performance condition are valued based on the year-end closing trading price for the year presented. The performance-based equity awards granted with a market condition are valued utilizing a Monte Carlo simulation for the fair market value as of the end of the year presented.

(3)	The amounts reported represent the change in fair value from the beginning of the period presented to the end of the period presented of all unvested awards excluding those awards granted during the current year. The awards are valued as described in footnote (2).

(4)	The amounts reported represent the change in fair value from the end of the prior period presented to the vesting date of all awards vested during the year presented.

(5)	The amounts reported represent the fair value at the end of the prior year presented of awards granted in prior years that are determined to fail to meet the applicable vesting conditions (i.e., are forfeited).

(6)	Compensation Actually Paid does not reflect the actual amount of compensation earned or paid in the year presented.

(7)	Mr. Case acted as Chief Executive Officer effective March 28, 2020 through April 19, 2020 while Ms. Elder was hospitalized with COVID-19. Due to the brief nature of the appointment, Mr. Case has been excluded from the 2020 compensation actually paid to the PEO calculation.

(8)	Mr. Fish, Mr. Martin, and Mr. Brunick’s Compensation Actually Paid includes the effect of his departure from the Company effective April 1, 2020, June 1, 2023, and April 1, 2023, respectively.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 473,697

(1,667,470)

4,420,679

2,001,791

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group

As demonstrated by the following graph, the amount of compensation actually paid to Ms. Elder and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Ms. Elder) (in each case, as computed in accordance with Item 402(v) of Regulation S-K) is aligned with the Company’s cumulative TSR over the four years presented. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Ms. Elder and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Elements of Executive Compensation,” the Company targets approximately 50% of the value of total compensation awarded to the NEOs to be comprised of performance-based equity awards, of which half of the value is based on three-year cumulative TSR of the Company relative to the TSRs of the Company’s peer group. Moreover, the significant swings in fair value of stock awards reflected in the tables above result from the high percentage of compensation that is paid through equity awards, the value of which reflects the Company’s stock price over any given measurement period, which further aligns the compensation actually received by our executives with the TSR to our stockholders.

As shown below the Company’s cumulative TSR over the four year period presented in the table was (45%), while the cumulative TSR of the peer group presented for this purpose was (8%) over the four years presented. The Company’s cumulative TSR underperformed against the peer group during the years presented, primarily reflective of the reduction in the Company’s stock price over the years presented.

(1)	The Company’s peer group consists of: Comcast Corporation, Charter Communications, Inc., Cable One, Inc., Altice USA, Inc. which is the same peer group used for the performance graph required under Item 201 of Regulation S-K.

Tabular List, Table

The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the year ended December 31, 2023 to the Company’s performance are:

●

Adjusted EBITDA

●

Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee)

●

High Speed Data (“HSD”) Revenue

●

Adjusted Free Cash Flow

●

Market Expansion Homes Passed

Peer Group Total Shareholder Return Amount

92

75

119

126

Company Selected Measure Amount

275,400,000

280,100,000

414,100,000

437,100,000

Additional 402(v) Disclosure

Analysis of the Information Presented in the Pay versus Performance Table

While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.