Image: Bloomberg News

Elections don’t have consequences if you happen to be a favored board member overseeing Cablevision.

For the third time in four years, the cable company has decided to keep several board members that shareholders voted against.

Vincent Tese will keep his board seat despite the fact 54.8 percent of shareholders wanted to show him the door. Leonard Tow was given a thumbs-down by almost 52 percent of voters and Thomas Reifenheiser squeezed by with a margin of just 0.5 percent.

Tese and Reifenheiser failed to win a majority of shareholder support in 2010, 2012, and again last month, but they will keep their board seats because Cablevision’s other board members said so. The zombie board members may be dead to those who hold shares in Cablevision, but as long as the board can collectively override shareholder wishes, they can stay.

That prompted New York City comptroller John Liu to recommend shareholders vote against all five Class A directors this year, because they are responsible for allowing the losing board members to stay.

“Shareowners delivered a stinging rebuke to the five Cablevision directors we opposed for being ineffective and unaccountable, including majority votes against two of them,” Liu said. “Both Mr. Tese and Dr. Tow, should immediately step down. In Mr. Tese’s case, this is the third majority vote against his directorship in the past four years. Enough is enough.”

“As fiduciaries, we can’t sit by and let the board make a mockery of our fundamental right to elect directors,” Liu added. New York City owns more than 530,000 shares of Cablevision stock, part of the pension fund portfolio Liu oversees. “Share owners need accountable directors who will ensure the company isn’t being run for the benefit of insiders at our expense.”

The New York Times reports shareholders have plenty to grumble about:

Over the last two years, while the Standard & Poor’s 500-stock index has rallied to a new high, Cablevision shares have dropped from more than $36 a share to under $15, where they were trading this week. Yet Cablevision’s chief executive, James Dolan, earned $16.9 million last year, and his father, Charles, earned $16.6 million as chairman — an unusually high amount for a chairman who is not serving as chief executive. Both payments were about 50 percent higher than the year before. In addition to their compensation, the two Dolans get a full-time car and driver as well as access to a helicopter and jet for personal use. Institutional Shareholder Services noted there was a “disconnect” at the company between performance and executive pay.

Mr. Tese, Mr. Ryan and Mr. Reifenheiser make up the compensation committee of the board, which approves the Dolans’ compensation.

Mr. Tese, a former chief executive of the New York State Urban Development Corporation and former director of economic development for New York State, was also Bear Stearns’s lead director before its collapse in 2008 and served on its finance and risk committee. “Given the significant lack of oversight provided by Mr. Tese during his tenure at Bear, particularly in the area of risk management, we believe he should not continue to serve on any public company board,” the proxy advisory service Glass, Lewis & Company said last year. Mr. Tese is a member of four boards, including that of Madison Square Garden, which was spun off by Cablevision and is also controlled by the Dolan family.

Mr. Ryan and Mr. Reifenheiser were both members of a special committee that approved an ill-fated proposed buyout of the company by the Dolans in 2007. Independent shareholders blocked the deal on grounds that the Dolans’ offer was self-serving and too low. “Its improvident support by the special committee is among the reasons we have lost confidence in Messrs. Reifenheiser and Ryan,” Mr. Liu wrote in his recent letter to the company.

Last year, Cablevision paid Mr. Tese $233,967, Mr. Ryan $247,508 and Mr. Reifenheiser $220,786 in cash and stock, according to the company’s proxy statement.

Not so fast, says Cablevision spokesman Charles Schueler.

“These directors have served Cablevision shareholders well and we look forward to their continuing contributions. Our shareholders know that Cablevision is a controlled company and they understand the rules by which our directors are elected.”

Optimum profits.

Cablevision customers that managed to keep now-discontinued television packages will soon have to pay an extra $4-7 a month to upgrade to one of several newer packages this summer.

In March 2012, Cablevision dropped many of their “iO” packages in favor of new ones dubbed “Optimum.” The cable company originally let current customers keep the older, cheaper packages, but starting June 3 that will be no more.

Michael Chowaniec from Cablevision’s Government Affairs department notified Connecticut regulators the company was preparing to force customers into newer Optimum packages at a higher cost.

“Legacy customers migrating to comparable packages will experience a rate increase, but will gain between 6 to 23 linear networks and/or premium channels and enhancements and additional On Demand services,” Chowaniec wrote. “In many cases, the rate change is significantly less than the price of the additional channels and services, if purchased on an a la carte basis.”

“Customers on promotions for a legacy video package that is being eliminated will be able to keep their promotional rate through the end of the promotional period and will be migrated at the end of the promotion,” he added.

The rate increases come after an earlier $5 rate hike for broadband service and the introduction of a $2.95 monthly “sports programming fee” paid by most customers. That represents a total rate increase for some of up to $15 a month in 2013.

Life has been getting tougher for Cablevision customers over the past few months. Optimum Rewards members are losing their “Free Movie Tuesday” and discount ticket benefits with the sale of Cablevision’s 47 movie theater chain Clearview Cinemas.

Cablevision’s ruling family even canceled the July 4 fireworks display run for years from their home on Oyster Bay, N.Y. “for personal reasons.”

If the Federal Communications Commission allows Charter Communications to deploy a new, enhanced encryption system for set-top boxes that will allow it to scramble any or all of its video channels, it will offer broadband service up to 100Mbps to at least 200,000 additional homes within two years and transition every Charter Cable system in the country to all-digital television service.

The proposed deal was addressed to the Commission in a brief letter from Charter Communications CEO Thomas Rutledge on Apr. 4.

Charter is trying to negotiate a two-year waiver to allow the company to deploy a cheaper and more robust downloadable set-top box security upgrade that initially does not support CableCARD technology. Charter’s proposal will leave its legacy conditional access platform in place to give CableCARD users a temporary reprieve until the next generation of CableCARD technology becomes available in retail outlets. Other customers will eventually have to get a set-top box for every television in the home once the company converts to an all-digital platform. QAM service will not be available if Charter encrypts its lineup.

Charter wants to move away from analog service to increase bandwidth for DOCSIS 3 broadband upgrades and providing more HD channels to customers.

The commitment to offer up to 100/5Mbps service may not tax Charter too much. Multichannel News reports Charter’s regulatory filings show the majority of Charter Cable systems can already offer 100Mbps service today.

Charter ended 2012 with DOCSIS 3.0 deployed to 94 percent of its homes passed, “allowing us to offer multiple tiers of Internet services with speeds up to 100 Mbits download to our residential customers.”  About 98 percent of Charter’s cable network supported 550 MHz or more of capacity at the end of 2012.

Rutledge is attempting to repeat the success he had at Cablevision convincing the FCC to waive costly set-top box upgrade requirements. Cablevision also received a waiver allowing it to encrypt its entire video lineup in the New York area, in part to combat signal theft.

The Consumer Electronics Association is opposed to the cable industry’s efforts to adopt their own closed standards for set top security, preferring AllVid, a proposed next generation version of the CableCARD that will work with all types of video services, not just cable television.

Time Warner Cable and Cablevision customers: Is Charter Cable in your future?

The best way the cable industry can grow revenue in the lucrative broadband business is to bring back the same type of collusion and control cable companies maintained over video programming 20 years ago.

Dr. John Malone did not want to sound nefarious in his recent interview with CNBC’s David Faber, but the new part-owner of Charter Communications has built a reputation as cable’s Darth Vader over the last 30 years. His detractors consider his way of doing business akin to a nationwide cable mafia, complete with exclusive, non-competitive territories that assure operators can charge sky-is-the-limit prices.

Malone is now back in the cable business in a big way, and analysts expect he will quickly amass influence in an industry he once led as CEO of the nation’s then-largest cable operator — Tele-Communications, Inc. (TCI).

[flv]http://www.phillipdampier.com/video/CNBC Malone is Back Into Cable 4-13-13.mp4[/flv]

Why is John Malone back in the cable business and why buy a piece of Charter Cable? Malone tells CNBC’s David Faber Charter is a company with enormous growth potential through mergers and acquisitions. CNBC says Malone could be targeting Time Warner Cable and Cablevision for acquisition by Charter as early as next year. “There is consolidation yet to be done,” Malone hints.  (7 minutes)

Malone notes the cable industry is on the cusp of transformative consolidation through collaborative agreements, mergers, and outright acquisitions both here and abroad. CNBC speculated that could begin with efforts to further reduce the number of cable operators in the United States, perhaps beginning with a deal by Charter Communications to acquire both Time Warner Cable and Cablevision, which could combine under Malone’s stewardship and Charter’s executive leadership to “compete” with Comcast.

Dr. John Malone

CNBC reporters note Malone has high praise for Thomas Rutledge, CEO of Charter Communications. Rutledge’s earlier experience working for both Time Warner Cable and Cablevision could be an asset in combining all three companies into one. Analysts speculate such a deal could be pitched as early as 2014 when Time Warner Cable will undergo a management makeover with the departure of CEO Glenn Britt. CNBC also noted Cablevision’s imminent sale has been rumored for years, and current leader and family patriarch Chuck Dolan is 87 years old. With cheap credit and Malone’s business savvy, both companies could find themselves part of a Malone-engineered takeover that would vastly expand Charter Communications into the second largest cable operator in the country.

Malone sees the days of traditional cable television coming to an end as consumers turn to “over the top” online video for an increasing share of their viewing time. As cable television rates continue to increase, customers are cutting the cord. Malone believes today’s bloated cable packages are ripe for an upheaval from a-la-carte pricing or theme-based programming bouquets that break expensive sports programming or movie channels out of the traditional basic cable lineup. Malone even suspects a challenge to the industry’s current price models could surprisingly come from the programmers themselves.

Sports networks will be among the first to notice their affiliate revenue collected from cable and satellite companies (and passed on to customers in the form of higher rates) will stagnate as customers drop cable television. Declining viewer ratings also mean lower ad revenues. Malone believes at some point sports teams and/or programming networks will decide that the biggest barrier to winning new viewers is the $70-80 asking price for basic cable. If sports programmers find they can reach new audiences selling their programming online, direct-to-consumer, for $5-10 a month, the basic cable all-for-one-price model will quickly collapse.

“As the cable guys and the satellite guys start to lose customers to the over-the-top guys, some of those economics will be reflected back on the sports guys,” Malone said. “They’ll start losing advertising revenue. They’ll lose affiliate revenue. And they have to face reality that maybe you need to segregate your market like everybody else.”

[flv]http://www.phillipdampier.com/video/CNBC Malone on Unbundling Cable 4-13-13.mp4[/flv]

John Malone predicts the demise of the traditional bundle of cable television programming within five years. The future is streamed video online, declares Malone, so it is important the cable industry move to manage that competitive threat by acquiring streaming competitors or launching their own services to assure video programming revenue can be protected.  (5 minutes)

Malone sees the future sustainability of the cable industry dependent on the high revenue broadband business.

“I think it is at a point in history when the most addictive thing in the communications world is high-speed connectivity,” Malone told CNBC. “Everywhere in the world that we operate, we’ve just seen the public want more and more data rate. Whether it’s wireless or wired. There’s a big appetite for it. Cable technology right now is the most cost-effective way to deliver that growth in speed.”

Malone believes there is also plenty of room for revenue growth and cost-cutting, which he said can best be accomplished by getting other cable operators together to “cooperate” and “coordinate” broad scale broadband projects that counter competitive threats from third parties.

Malone helped pioneer the cable industry business practice of “don’t compete in my backyard and I won’t compete in yours,” an informal agreement among operators to stay within their own specific territories, safe and secure from competition. In the 1980s and 1990s, Malone’s TCI was one among many cable operators buying and swapping cable systems to build large, regional system “clusters” where only a single cable company provides service, winning economy of scale and a formidable presence that discouraged other wired competitors from entering the business. In most cities, only the deep pockets of AT&T (U-verse) and Verizon (FiOS) have managed to shake things up.

[flv]http://www.phillipdampier.com/video/CNBC Bring Back the Cable Mafia 4-13-13.mp4[/flv]

Bring back the cable mafia? CNBC’s David Faber gets John Malone to admit vertical and horizontal integration — controlling the content and the pipeline — are important factors to protect cable revenue and expand American dominance in cable internationally. Malone is also a big supporter of industry consolidation and believes mergers and acquisitions are necessary to shrink the number of cable operators in the United States. (5 minutes)

The cable mafia?

Malone wants broadband to be carefully managed under the industry’s own control and direction.

Faber asked if Malone wanted to bring back the days of the “cable mafia.”

“Yes, I think we do want to bring back the days of @Home, the days of Ted Turner, the days when we all got together, because together we provided national scale,” Malone said. “Now I think we have the opportunity to create global scale,” he said. “The goal is not to be bigger. The goal is to be more cost-effective.”

What is the best way to win a big promotion at Cablevision? Be related to the Dolan family that founded the cable system.

Cablevision Systems CEO James Dolan suddenly announced a shuffling of executives at the helm of the cable operation that serves suburban New York, Connecticut, and parts of New Jersey.

Dolan’s wife got the biggest promotion: president of Optimum Services. That represents a big jump for Kristin Dolan, who was last seen helping revive the long dead career of Michael Bolton in a marketing and rebranding exercise that turned the faded pop musician into a de facto Cablevision mascot. Under her leadership, Cablevision managed to put its most important product — broadband, dead last in its triple play marketing campaigns.

Brian Sweeney, Dolan’s brother-in-law, also scored a new title – senior executive vice president of strategy.

Dolan called the management shifts a pro-customer effort that would refocus and streamline the company’s decision-making processes. Since both executives will report directly to Dolan, some industry insiders believe James Dolan intends to tightly consolidate his control over management decisions at the company.

Kristin will keep her role as chief of brand positioning and expand her oversight into the company’s sales and promotional activities. Sweeney will serve as the “long-term strategy” guy, overseeing planning, customer retention, and winning customers away from Cablevision’s biggest competitor — Verizon FiOS.

A large number of former Cablevision executives defected from the cable company in 2011, most heading with former chief operating officer Tom Rutledge to Charter Communications.

Compare Optimum/Cablevision’s Marketing Campaigns: Before <- Kristin Dolan -> With

[flv width=”640″ height=”380″]http://www.phillipdampier.com/video/Cablevision Ad 2008.flv[/flv]

Cablevision’s ‘Before Kristin’ Advertising (1 minute)

[flv width=”640″ height=”380″]http://www.phillipdampier.com/video/Cablevision Bolton 2-15-13.flv[/flv]

Cablevision’s ‘With Kristin’ Advertising (1 minute)