DEF 14A of Shenandoah Telecommunications Co/Va/, Mar 9, 2026

DEF 14A of Shenandoah Telecommunications Co/Va/

Filed Mar 9, 2026 · FY20250000354963-26-000145

Open on EDGAR

  1. Board of Directors

    Board of Directors The following table contains information, as of February 23, 2026, about each member of the Board of Directors of Shentel, including Matthew S. DeNichilo and Kenneth L. Quaglio, currently Class 1 directors whose terms are set to expire at the 2026 annual meeting of shareholders, and Michael A. Rhymes, currently a Class 2 director whose term is set to expire at the 2027 and is being nominated as a Class 1 director in order to rebalance the distribution of directors across classes, and who have been nominated for reelection to the Board to serve three-year terms expiring at the annual meeting of shareholders in 2029.

  2. Board of Directors

    | | | | | | Committee Memberships | | | | Name | Age | Director Since | Principal Occupation | Audit Committee Financial Expert | Audit | Compensation | Nominating & Corporate Governance | | Victor C. Barnes | 61 | 2022 | Executive Coach and Consultant | — | — | | — | | Thomas A. Beckett | 58 | 2018 | SVP, GC and Secretary of American Public Education, Inc. | — | — | — | | | Matthew S. DeNichilo | 41 | 2024 | Partner, Energy Capital Partners | | | — | — | | James F. DiMola | 39 | 2024 | Managing Director, GCM Grosvenor | — | — | — | | | Tracy Fitzsimmons | 59 | 2005 | President of Shenandoah University | — | — | | | | John W. Flora | 71 | 2008 | Attorney and Shareholder of Flora Pettit PC | — | — | | | | Christopher E. French | 67 | 1996 | Executive Chairman | — | — | — | — | | Richard L. Koontz, Jr. | 68 | 2006 | President of Holtzman Oil Corporation | — | — | | — | | Kenneth L. Quaglio | 67 | 2017 | Partner, Kearney, Inc. | | | — | — | | Michael A. Rhymes | 58 | 2024 | CIO of Entergy Corporation | — | | — | — | | Leigh Ann Schultz | 52 | 2016 | CFO of Harvest Host Inc. | | | — | — |

  3. Board of Directors

    | | Member | | Chairperson | | Audit Committee Financial Expert |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  5. Nominees for Election as Directors for Terms Expiring in 2029

    Nominees for Election as Directors for Terms Expiring in 2029 The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors is to be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The terms of office of the three current classes of directors expire at this annual meeting ("Class 1"), at the annual meeting of shareholders in 2027 ("Class 2") and at the annual meeting of shareholders in 2028 ("Class 3"), respectively. Upon the expiration of the term of office of each class, the nominees for such class will be elected for a term of three years to succeed the directors whose terms of office expire. The Board of Directors has nominated current Class 1 directors Matthew S. DeNichilo and Kenneth L. Quaglio for reelection as Class 1 directors with a three-year term that will expire at the annual meeting of shareholders in 2029. Tracy Fitzsimmons and John W. Flora, also currently Class 1 directors, will be retiring from the Board effective at this annual meeting. In order to rebalance the distribution of directors across classes, the Board of Directors has also nominated Michael A. Rhymes, currently a Class 2 director, for reelection as a Class 1 director with a three year term that will expire at the annual meeting of shareholders in 2029. Mr. DeNichilo, Mr. Rhymes and Mr. Quaglio are incumbent directors who have served on the Board of Directors since 2024, 2024 and 2017, respectively. The Board has elected not to fill the vacancies created by Dr. Fitzsimmons' and Mr. Flora’s respective retirements at this time and will reduce the size of the Board from 11 to 9 directors effective as of immediately after this annual meeting. Biographical information regarding each of the nominees is available below under “Board and Board Committee Matters—Information About Nominees and Continuing Directors.”

  6. Director Nomination Process

    Director Nomination Process The Board of Directors has, by resolution, adopted a director nomination policy, the "Policies Relating to Director Nomination Process." The purpose of this policy is to describe the process by which candidates for possible inclusion in the Company’s recommended slate of director nominees are selected. The policy is administered by the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Pursuant to the director nomination policy, the Board of Directors’ assessment of potential members must include, but not be limited to, consideration of diversity of viewpoints, backgrounds and experiences; business and professional achievements, skills and experience in the context of the needs of the Board of Directors; a candidate’s independence under SEC and Nasdaq listing rules; a candidate’s service on other boards of directors; the absence of conflicts of interest that might impede the proper performance of a candidate’s responsibilities as a director; a candidate’s ability to devote sufficient time to Board matters; and a candidate’s ability to work effectively and collegially with other Board members. The Nominating and Corporate Governance Committee endeavors to include women and minority candidates in the qualified pool from which the Board of Directors selects its nominees. The Nominating and Corporate Governance Committee does not give particular weight to any one factor, but instead considers how the attributes of a candidate or nominee would enhance the Board’s overall qualifications and effectiveness. In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee will review such director’s overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with the Company during the term. For potential new director candidates who appear upon initial consideration to meet the Board’s selection criteria, the Nominating and Corporate Governance Committee will conduct appropriate inquiries into their background and qualifications and, depending on the result of such inquiries, arrange for in-person or virtual meetings with the potential candidates. The effectiveness of the Nominating and Corporate Governance Committee’s candidate selection criteria is assessed through the Committee’s annual review of policies regarding Board and committee membership. The Nominating and Corporate Governance Committee may use multiple sources for identifying director candidates, including its own contacts and referrals from other directors, members of management, the Company’s advisors, and executive search firms. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the annual meeting of shareholders, the Nominating and Corporate Governance Committee will consider any written recommendations of director candidates by shareholders received by the Secretary of the Company not later than 120 days before the anniversary of the previous year’s annual meeting of shareholders. Recommendations must include the candidate’s name and contact information and a statement of the candidate’s background and qualifications, and must be mailed to Shenandoah Telecommunications Company, 500 Shentel Way, P.O. Box 459, Edinburg, Virginia 22824, Attention: Corporate Secretary. The director nomination policy is intended to provide a flexible set of guidelines for the effective functioning of the Company’s director nomination process. The Nominating and Corporate Governance Committee intends to review the director nomination policy at least annually and anticipates that modifications may be necessary from time to time as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating and Corporate Governance Committee may amend the director nomination policy at any time, in which case the most current version will be available on the Company’s website at www.shentel.com.

  7. Approval of Nominees

    Approval of Nominees Approval of the nominees requires the affirmative vote of a majority of the votes cast at the annual meeting. It is the intention of the persons named in the proxy to vote such proxy FOR the election of each of the nominees. In the event that any nominee should become unable or unwilling to serve as a director, the persons named in the proxy intend to vote for the election of such substitute nominee for director as the Board of Directors may recommend. In lieu of designating a substitute, the Board of Directors may determine to reduce the number of directors. It is not anticipated that any nominee will be unable or unwilling to serve as a director. The Board of Directors unanimously recommends that the shareholders of the Company vote FOR the election of the nominees to serve as directors.

  8. BOARD AND BOARD COMMITTEE MATTERS

    BOARD AND BOARD COMMITTEE MATTERS

  9. Information About Nominees and Continuing Directors

    Information About Nominees and Continuing Directors Biographical information, as of February 23, 2026, concerning each of the nominees and each of the directors continuing in office is presented below.

  10. Nominees in Class 1 for Terms Expiring in 2029

    Nominees in Class 1 for Terms Expiring in 2029

  11. Nominees in Class 1 for Terms Expiring in 2029

    | Name | Age | Director Since | | Matthew S. DeNichilo | 41 | 2024 | | Michael A. Rhymes | 58 | 2024 | | Kenneth L. Quaglio | 67 | 2017 |

  12. Nominees in Class 1 for Terms Expiring in 2029

    Matthew S. DeNichilo has served as a Partner at Energy Capital Partners (ECP) since 2018, which he joined as an Associate in 2008. He is a member of ECP’s Partnership, Investment and Valuation Committees. Mr. DeNichilo currently serves on the board of Triple Oak Power. Prior to joining ECP, Mr. DeNichilo worked at JP Morgan in the Energy Investment Banking Group. While at JP Morgan, he focused on leveraged finance and mergers and acquisition transactions among independent power producers. Mr. DeNichilo received a B.S.E. in Operations Research and Financial Engineering from Princeton University. Mr. DeNichilo brings to the Board additional qualifications including his financial background and expertise in mergers and acquisitions and strategic planning. Mr. DeNichilo also serves as an audit committee financial expert. Michael A. Rhymes is the Chief Information Officer at Entergy Corporation (NYSE: ETR), which he joined in 2021. He is responsible for all of Entergy’s information technology systems with a focus on delivering high value and innovative Digital and AI solutions via reliable, cost effective and secure technology services. Prior to joining Entergy, Mr. Rhymes was the Chief Information Officer at Gates Corporation from 2015 through 2021, where he developed the global information technology strategy and built the global IT organization required to implement and support the strategy. Before Gates, Mr. Rhymes held leadership positions at Eaton, Cooper Industries, Ernst & Young and Anderson Consulting (now known as Accenture). Mr. Rhymes received both a Bachelor of Science in Economics and a Master of Business Administration from Texas A&M University. Mr. Rhymes brings to the Board additional qualifications, including strategic planning, large-scale business transformation and organizational development as well an in-depth understanding of a wide spectrum of relevant technology and cyber security issues in a highly regulated industry. Kenneth L. Quaglio has served as a Partner at the consulting firm A.T. Kearney, Inc. since 2022, where he leads the Americas Communications, Media and Technology practice. From 2017 through 2022, Mr. Quaglio was CEO and President of Celerity IT, LLC (now part of Randstad Technology), a business acceleration consulting group that specializes in developing digital business solutions, including mobile applications. From 2014 through 2017, Mr. Quaglio was CEO and President of Siteworx, LLC (now part of Merkle), a leading digital marketing consultancy. From 2012 through 2014, Mr. Quaglio served as Chief Operating Officer of 3Pillar Global, Inc., a global software product development company. From 2009 through 2012 he was Partner/Principal, Advisory Services Performance Improvement for Ernst and Young, LLP. Mr. Quaglio brings to the Board significant experience, qualifications, attributes and skills, including his experience as a CEO, and his expertise in strategy, planning and execution, mergers and acquisitions, leadership and management, new business development, and technology services. Mr. Quaglio also serves as an audit committee financial expert.

  13. Continuing Directors in Class 2 with Terms Expiring in 2027

    Continuing Directors in Class 2 with Terms Expiring in 2027

  14. Continuing Directors in Class 2 with Terms Expiring in 2027

    | Name | Age | Director Since | | Thomas A. Beckett | 58 | 2018 | | Richard L. Koontz, Jr. | 68 | 2006 | | Leigh Ann Schultz | 52 | 2016 |

  15. Continuing Directors in Class 2 with Terms Expiring in 2027

    Thomas A. Beckett has served as the Senior Vice President, General Counsel and Secretary of American Public Education, Inc. (APEI), a publicly-traded provider of online and on-campus post-secondary education headquartered in Charles Town, West Virginia since 2016. Mr. Beckett also serves as the General Counsel and Secretary of American Public University System, Inc. (APUS), a wholly-owned subsidiary of APEI, and has held various other positions with APUS since joining the company in 2011. From 2007 to 2010, Mr. Beckett was the General Counsel and Chief Operating Officer of InnoZen, Inc. (now CURE Pharmaceutical) and HealthSport, Inc., pharmaceutical and dietary supplement technology companies located in California. Mr. Beckett also held various other leadership positions at these companies. Prior to this work, Mr. Beckett was an attorney at the international law firms King & Spalding LLP and Holland & Knight LLP. Mr. Beckett began his career as a banking officer with First Union National Bank. Mr. Beckett brings to the Board significant experience, qualifications, attributes and skills, including his significant experience providing advice and guidance to Boards of Directors and executive management, his expertise in corporate governance, and his experience as an executive officer of a public company. Richard L. Koontz, Jr. has served as President of Holtzman Oil Corp., a supplier and distributor of petroleum products located in Mt. Jackson, Virginia, since 2022, and previously served as Vice President since 1988. He also serves as Chairman of Virginia Petroleum & Convenience Marketers Association, Chairman of the Mt. Jackson Economic Development Authority, and Secretary of the Northern Virginia Petroleum Association. Mr. Koontz brings to the Board significant experience, qualifications, attributes and skills, including his experience as a member of senior management of a successful regional business, with substantial budget authority and finance responsibilities, his community service through membership on the Shenandoah County Public Schools Board, and his knowledge of the Company’s extensive local shareholder base. Leigh Ann Schultz has served as the CFO of Big B Corporation (dba Lahzo), an integrated AI and marketing company, since July of 2025. Ms. Schultz was previously the CFO of Harvest Hosts Opco, LLC, a membership-based travel and recreation company, since March of 2021, and CFO of Streetsense, LLC, a strategy and design consultancy, from May 2017 to February 2021. Prior to this, she worked in consulting for AlixPartners and MorganFranklin Consulting, strategy and execution-focused business consulting firms. Ms. Schultz also brings significant relevant experience, qualifications, attributes and skills, including financial leadership roles in the telecommunications industry, service in the Division of Corporation Finance of the Securities and Exchange Commission, and public accounting experience with Ernst & Young. Ms. Schultz is a certified public accountant and a National Association of Corporate Director Board Leadership Fellow. Ms. Schultz also serves as an audit committee financial expert.

  16. Continuing Directors in Class 3 for Terms Expiring in 2028

    Continuing Directors in Class 3 for Terms Expiring in 2028

  17. Continuing Directors in Class 3 for Terms Expiring in 2028

    | Name | Age | Director Since | | Victor C. Barnes | 61 | 2022 | | James F. DiMola | 39 | 2024 | | Christopher E. French | 67 | 1996 |

  18. Continuing Directors in Class 3 for Terms Expiring in 2028

    Victor C. Barnes is an author, executive coach and provides consultancy and advisory services to businesses. Previously, Mr. Barnes served as Chief of Connected Planning at Anaplan, a business planning software company, from 2021 to September 2022. Prior to joining Anaplan, Mr. Barnes spent over 25 years (1994-2020) at The Coca-Cola Company, an international beverage company, in various capacities, including most recently, Vice President, Global Chief Financial Officer, McDonald’s Division. While serving at The Coca-Cola Company, Mr. Barnes led merger integration for the Company's Glaceau business unit managing the Vitaminwater and Smartwater brands acquired in 2007. In 2015, Mr. Barnes served as the Chief Financial Officer for Coca-Cola Canada until 2018, when he took on his subsequent role. He is also a Certified Public Accountant. Mr. Barnes brings to the Board significant experience, qualifications, attributes and skills, including extensive financial leadership experience and an in-depth knowledge of critical accounting, tax and treasury issues, along with a deep appreciation for the technology sector, both from his experience at The Coca-Cola Company and at Anaplan. James F. DiMola is Managing Director, Infrastructure Investments, at GCM Grosvenor, which he joined in 2019, where he focuses on direct infrastructure investments. His responsibilities include originating, executing, and managing investments, including board-level duties From 2013 through 2019, Mr. DiMola served as Vice President at Cooper Investment Partners, where he focused on middle-market infrastructure investments. From 2010 through 2013, Mr. DiMola was an Associate with First Reserve Corporation, where he focused on investments in the energy equipment and services sectors. From 2008 through 2010, Mr. DiMola served as an Analyst in the investment banking division of Barclays Capital (formerly Lehman Brothers), where he assisted in acquisition and capital raising advisory for companies in the regulated utility and power generation industry. Mr. DiMola received his Bachelor of Science in Finance and Bachelor of Science in Accounting from New York University. Mr. DiMola brings to the Board additional qualifications, including his financial background and expertise in analyzing all aspects of companies in the infrastructure space, particularly telecommunications companies. Christopher E. French has served as Executive Chairman of the Company since September 2025, and has served as Chairman of the Board of Directors since 1996. He also served as President and Chief Executive Officer of the Company and its subsidiaries from 1988 to September 2025. Prior to his appointment as President, he held a variety of positions with the Company, including Executive Vice President and Vice President - Network Service. Mr. French served on the Board of Directors of First National Corporation until May of 2018. Mr. French brings to the Board significant experience, qualifications, attributes and skills, including his engineering and business education, telecommunications industry experience, knowledge of and history with the Company, and public company knowledge, including knowledge gained from his past service as a director of First National Corporation. In addition, his substantial ownership of the Company’s common stock serves to align his interests with the Company’s shareholders.

  19. Director Compensation

    Director Compensation The Board believes that director fees paid by the Company should be competitive with other similarly situated companies. During 2025, each director who was not an employee of the Company received a cash retainer fee of $5,000 per month. Members of the Audit, Compensation and Nominating and Corporate Governance Committees each received additional cash retainer fees of $625, $417 and $208 per month, respectively. Directors who served as committee chairs for the Audit, Compensation, and Nominating and Corporate Governance Committees and the Lead Independent Director received additional monthly cash retainer fees of $1,042, $625, $417, and $1,417, respectively. It is the Company’s policy that directors will not receive per-meeting fees unless the number of committee meetings in any given year exceeds a preset number of committee meetings expected to be held during the year. If such a circumstance occurs, directors who are members of the Audit, Compensation and Nominating and Corporate Governance committees would be paid $1,071, $1,000 and $833, respectively, per additional meeting. All directors’ fees are paid in arrears on a monthly basis. In addition to cash compensation, the Board may determine, from time to time, to award stock options or restricted stock as compensation to non-employee directors. In lieu of receiving their fees in cash, each director can elect to have some or all of their fees paid in unrestricted shares of the Company’s common stock, with such shares being issued to the director out of the shares reserved for issuance under the Company’s 2024 Equity Incentive Plan. The award of shares in lieu of cash uses the closing price of the Company's common stock as of the last trading day of the month for which the fees are being paid and the shares are held in book entry. Any cash in lieu of fractional shares resulting from the transfer of whole shares is paid out in accordance with the same methodology used in the Company’s Dividend Reinvestment Plan. A director’s election to receive shares in lieu of cash must have been made by July 1 of each year, and may only be changed on an annual basis. All directors are reimbursed for the out-of-pocket expenses they incur in attending director education programs. Additionally, directors are reimbursed for documented mileage and other related expenses incurred for travel to and from Board and committee meetings. The following table sets forth the compensation paid to the non-employee directors of the Company for their service in 2025.

  20. 2025 Director Compensation Table

    2025 Director Compensation Table

  21. 2025 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | RSU Awards ($)(a) | Total ($) | | Victor C. Barnes | 65,833(b) | 129,996 | 195,829 | | Thomas A. Beckett | 62,500(b) | 129,996 | 192,496 | | James DiMola | 62,500 | 129,996 | 192,496 | | Matthew DeNichilo | 67,500 | 129,996 | 197,496 | | Tracy Fitzsimmons | 89,500(b) | 129,996 | 219,496 | | John W. Flora | 75,000 | 129,996 | 204,996 | | Richard L. Koontz, Jr. | 65,000(b) | 129,996 | 194,996 | | Kenneth L. Quaglio | 67,500(b) | 129,996 | 197,496 | | Michael Rhymes | 67,500(b) | 129,996 | 197,496 | | Leigh Ann Schultz | 80,000(b) | 129,996 | 209,996 |

  22. 2025 Director Compensation Table

    _______________________________________________________ (a)On February 18, 2025, each then serving director was awarded a grant of 10,924 restricted stock units with a fair value of $11.90 per share. All of such shares vest fully on the first anniversary of the grant date or upon retirement or resignation from the Board after at least five years of service. (b)For 2025 service, Mr. Barnes, Mr. Beckett, Dr. Fitzsimmons, Mr. Koontz, Mr. Quaglio, Mr. Rhymes, and Ms. Schultz elected to receive $10,633, $4,800, $12,500, $6,000, $7,500, $6,000 and $8,000, respectively, of their cash compensation in the form of unrestricted shares of common stock, which were valued at the closing price as of the last trading day of the service month.

  23. Compensation Discussion and Analysis

    Compensation Discussion and Analysis The following Compensation Discussion and Analysis describes the Company’s compensation program for its executive officers, including its Chief Executive Officer and the other “named executive officers” identified in the 2025 Summary Compensation Table below, and explains how the Company’s independent directors determined the levels and forms of the compensation that was awarded to, earned by or paid to the executive officers for 2025. In addition to the matters described below, the independent directors considered the results of the advisory vote by shareholders on the “say-on-pay” proposal presented to shareholders at the April 22, 2025 Annual Meeting of Shareholders in determining the levels and forms of compensation that was awarded to, earned by or paid to our named executive officers in 2025. As reported in the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025, approximately 98% of the votes cast on the say-on-pay proposal were in favor of our named executive officer compensation. Accordingly, the Company did not make any changes to its executive compensation program as a result of the vote. During fiscal year 2025, the Board of Directors implemented a planned leadership transition under which, effective September 1, 2025 (the "Transition Date"), Christopher E. French transitioned from President and Chief Executive Officer to Executive Chairman, and Edward H. McKay, previously Executive Vice President and Chief Operating Officer, was appointed to President and Chief Executive Officer. The Board of Director intends for the Executive Chairman role to be transitional in nature and designed to support leadership continuity and an effective transfer of responsibilities, without a fixed end date. Following the transition, Mr. French, as Executive Chairman serves as a non-independent member of the Board of Directors, oversees all of the business affairs of the Board of Directors, focuses on providing strategic counsel to the Chief Executive Officer, supporting key stakeholder relationships, and assisting with selected strategic initiatives during the transition period. The Executive Chairman does not have day‑to‑day operational responsibility for the Company. Upon assuming the role of Chief Executive Officer, Mr. McKay assumed full responsibility for the Company’s strategic direction, operational execution, and overall performance. The Board of Directors considered this leadership transition when making executive compensation decisions for fiscal year 2025, including adjustments to base salary and short‑term incentive opportunities to reflect the respective responsibilities of each role. The Board of Directors determined that these adjustments were appropriate to reflect the differing responsibilities of the Executive Chairman and Chief Executive Officer roles and to align each executive’s compensation with market‑competitive pay practices applicable to their respective positions, while maintaining a strong link between compensation and performance. For 2025, the Board of Directors did not delegate to the Compensation Committee the authority to determine the overall compensation of the Company’s Chief Executive Officer or Executive Chairman. Instead, in accordance with the Compensation Committee charter, the compensation of the Executive Chairman and Chief Executive Officer were determined by the Company’s independent directors (representing all members of the Board of Directors except for Mr. French, who is also the Company’s Executive Chairman) upon the recommendation of the Compensation Committee. Compensation of all other executive officers was determined in accordance with the Compensation Committee charter by the Compensation Committee following consideration of the advice and recommendations of the Chief Executive Officer. Since 2015, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”), a company that consults on employee benefits and compensation issues, to provide a review and assessment of the Company’s executive compensation practices and to recommend possible changes that should be considered with respect to those practices. FW Cook was also asked to make recommendations regarding the structure of executive compensation, including the relative levels of base salaries, short-term incentive compensation, and long-term equity-based compensation. In 2024 FW Cook provided advice regarding the composition of the peer group used in evaluating the Company’s executive compensation practices, which the Company and the Compensation Committee continue to use to inform decisions made regarding changes to executive compensation. This peer group included the following companies: 8X8, Inc.; A10 Networks, Inc.; ATN International, Inc.; Aviat Networks, Inc.; Bandwidth Inc.; CouchBase, Inc.; Clearfield, Inc.; Cogent Communications Holdings, Inc.; Consolidated Communications Holdings, Inc.; Digi International Inc.; Digital Turbine, Inc.; Globalstar, Inc.; Gogo Inc.; Harmonic Inc.; InterDigital, Inc.; Iridium Communications Inc.; Ooma, Inc.; Progress Software Corporation; Spok Holdings, Inc.; Tucows Inc.; and WideOpenWest, Inc. One company included in the peer group was publicly traded at the time the compensation benchmarking analysis was conducted but is no longer publicly traded as of the date of this proxy statement. These companies were selected for comparison because they were considered by FW Cook to reflect similar company attributes and core competencies for executive talent and reflect the labor market for the Company’s executive talent, in terms of both industry and organizational complexity, notwithstanding that none of these companies may be directly comparable to the Company. Although the Compensation Committee generally believes that the target total compensation should be at the median of the peer group, the Company does not specifically “benchmark” compensation for specific executives or strive to pay our executive officers, including the named executive officers, at a particular level of compensation. Instead, the Compensation Committee used the information to understand the range of compensation among these comparison companies and to obtain a general understanding of compensation practices. The Compensation Committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material, nonpublic information. Similarly, The Compensation Committee has not timed, nor does it intend to time, the release of material, nonpublic information based on equity award grant dates. The Compensation Committee continues to consult with FW Cook from time to time, as appropriate, and did so in 2025, including to assist the Committee in evaluating compensation arrangements associated with the transition of the Chief Executive Officer to Executive Chairman and the appointment of the Chief Operating Officer as Chief Executive Officer. The Company’s Chief Executive Officer is responsible for reviewing the performance of the other executive officers, which includes each of the Company’s other named executive officers except for the Executive Chairman. The Company’s Chief Executive Officer brings individual recommendations with respect to those officers to the Compensation Committee for their review, consideration and approval. In addition, the Chief Executive Officer is responsible for recommending to the Compensation Committee individual performance objectives in connection with annual incentive bonuses for the other executive officers except for the Executive Chairman, which are reviewed, adjusted when appropriate and approved by the Compensation Committee.

  24. Compensation Discussion and Analysis

    The Company’s executive compensation program is intended to attract and retain the management talent needed to successfully lead our Company and increase shareholder value. The program rewards executives for using their knowledge and skills to meet defined objectives set by the Board for the Chief Executive Officer and Executive Chairman and set by the Compensation Committee for the other executive officers, and thereby motivates executives to perform and meet those objectives. The Company’s executive compensation program primarily consists of base salary, annual incentive bonuses and long-term incentives in the form of equity-based compensation. Base salary represents the fixed component of the Company’s executive compensation program and is designed to provide compensation to executives based upon their experience, duties and scope of responsibilities. Annual incentive bonuses represent a variable component of compensation and are intended to reward executives for specific achievements or improvements in the Company’s performance and individual accomplishments toward specific objectives. Long-term, equity-based incentive compensation represents a variable component which seeks to reward executives for performance that helps maximize long-term shareholder value, while further aligning the executives’ financial interests with those of our shareholders, and also serves as a retention tool. All incentive compensation (both cash and equity compensation) received by executive officers and certain other employees of the Company (“Senior Management”) is subject to reduction, cancellation, forfeiture and recoupment under the Company’s Executive Compensation Recovery Policy (the "Recovery Policy"). The Recovery Policy is intended to supplement, but not limit or constrain, any statutory or regulatory right or obligation of the Company to recover compensation from its employees (including, without limitation, the requirements of the Sarbanes-Oxley Act of 2002 and Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Additionally, all cash incentive compensation received by executive officers is subject to recoupment if the Company is required to prepare an Accounting Restatement during the three-year look-back period in compliance with the provisions of the Dodd-Frank Act's clawback requirements as outlined in the Company's Incentive Award Recoupment Policy (the “Recoupment Policy”). The Recoupment Policy is designed to satisfy relevant Nasdaq requirements and is attached as an exhibit to our Annual Report on Form 10-K. The Company also provides various benefit programs to executive officers and to other employees. The following table generally identifies such benefit plans and identifies those employees who may be eligible to participate:

  25. Annual Incentive Bonuses

    Annual Incentive Bonuses Annual incentive bonuses are intended to focus the executive’s energy into improving corporate performance based on priorities set by the Board, and to reward the executives for the achievement of specific objectives that are deemed to be important to the ongoing success of the Company. Annual incentive bonuses are calculated as a percentage of base pay. In connection with the planned leadership transition, the Board of Directors adjusted base salaries to reflect the respective responsibilities associated with the Executive Chairman and Chief Executive Officer roles. Effective as of the Transition Date, Mr. French’s target short-term incentive opportunity was reduced to align with the transitional and advisory nature of the Executive Chairman role and the associated reduction in day‑to‑day operational responsibilities. At the same time, the Board increased Mr. McKay’s target short‑term incentive opportunity to align with the scope and accountability of the Chief Executive Officer role. Target bonuses for named executives were 70% for Mr. McKay for the period of January 1, 2025 through August 31, 2025 when he served as Chief Operating Officer, and 90% for the remainder of the year beginning September 1, 2025 when he was appointed Chief Executive Officer; 90% for Mr. French for the period of January 1, 2025 through August 31, 2025 when he served as Chief Executive Officer, and 80% for the remainder of the year beginning September 1, 2025 when he was appointed Executive Chairman; 60% for James J. Volk as Chief Financial Officer; 50% for Richard W. Mason, Jr. as SVP-Engineering & Operations; and 50% for Elaine M. Cheng as Chief Information Officer. In order to be eligible to receive the annual incentive bonus, every eligible employee of the Company, including named executive officers, must remain employed through December 31 of the performance year except in the case of retirement, death, or disability. Annual incentive bonuses for salaried employees, including the named executive officers, have been based upon the achievement of a combination of Company-wide financial and service performance goals and achievement of individual objectives. For 2025, the Company-wide objectives represented 80% of the total target for each of the named executive officers, and the individual objectives represented 20% of the total target. Individual objectives for the Executive Chairman and Chief Executive Officer were established by the Board of Directors, based on recommendation by the Compensation Committee. The annual incentive bonus targets for the Chief Financial Officer and other named executive officers were approved by the Compensation Committee, based on recommendations from our Chief Executive Officer. In a given year’s plan, each officer’s actual bonus can range from zero, in the event there is a failure to achieve any of the goals or objectives, up to 200% of the target bonus, in the event all of the goals and objectives are exceeded. For 2025, Company-wide performance goals consisted of five components for salaried Company employees, including the named executive officers. The first component, representing 70% of the total target for the Executive Chairman, Chief Executive Officer and the Chief Operating Officer, and 60% of the total target for the Chief Financial Officer, the Chief Information Officer, and the SVP-Engineering and Operations, was a financial objective based on Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA), which the Company believes is a key driver to creating long-term shareholder value. Adjusted EBITDA, as used for determining executive compensation ("Compensation Adjusted EBITDA"), is different than Adjusted EBITDA, as reported in the Company’s earnings releases and other financial reporting filings with the SEC. The Company defines Adjusted EBITDA in financial reporting filings with the SEC as net income (loss) from continuing operations calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, impairment, other income (expense), net, interest income, interest expense, income tax expense (benefit), stock compensation expense, transaction costs related to acquisition and disposition events (including professional advisory fees, integration costs, and related compensatory matters), restructuring expense, tax on equity award vesting and exercise events, and other non-comparable items. Compensation Adjusted EBITDA used in the context of the Company-wide performance goals also excludes accrued expenses for the current year’s incentive plan, expenses relating to retirement plans mark-to-market adjustments and plan termination expenses, acquisition integration and restructuring expenses, litigation expenses and settlements resulting in income or loss greater than $500,000 per incident; and impact from changes to accounting policies which result in an individual outcome of $500,000 or more. Achievement levels for the Compensation Adjusted EBITDA Company-wide performance goal were: a threshold performance of $105.5 million (below which no bonus would be earned on this component); a target performance of $124.1 million (which represented 100% achievement toward this component); and a maximum performance of $142.7 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). The maximum performance level of $142.7 million represented 115% of budgeted Compensation Adjusted EBITDA for 2025 and was viewed when set as an aspirational goal, the attainment of which would reflect particularly high achievement. Calculated as set forth above, the Compensation Adjusted EBITDA for 2025 was $125.6 million. Based upon these results and after considering whether any unusual items impacted the financial accomplishments in 2025, the Company’s independent directors, upon recommendation of the Compensation Committee, determined that the $105.5 million target performance had been exceeded, resulting in a 108% achievement for the financial objective. The other four Company-wide performance goals for 2025 were: 1) total net additions of Data Revenue Generating Units (RGUs) served by Glo Fiber and Virginia Telecommunications Initiative ("VATI") or subsidized networks; 2) Households/Businesses Passed Released to Sales for Glo Fiber and VATI or subsidized networks; 3) Incumbent Cable Residential and SMB Revenue; and 4) Commercial Fiber Sales Bookings. These metrics were chosen as performance objectives to align with the Company’s focus on continued customer growth as a measure of performance against alternative providers. The Glo Fiber and VATI RGU Net Additions component represented 3.5% of the total target bonus for the Executive Chairman, Chief Executive Officer and the Chief Operating Officer, and 7% of the total target bonus for each of the Chief Financial Officer, the Chief Information Officer, and the SVP-Engineering and Operations. Achievement levels for the Glo Fiber and VATI RGU Net Additions component were: a threshold performance of 24,957 net additional RGUs (below which no bonus would be earned), a target performance of 29,361 net additional RGUs (which represented 100% achievement toward this component), and a maximum performance of 33,765 net additional RGUs (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2025, the Company delivered 26,028 Glo Fiber and VATI RGU Net Additions, resulting in a 24% achievement for this portion of the Company-wide objectives.

  26. Annual Incentive Bonuses

    The Glo Fiber and VATI Households/Businesses Released to Sales objective represented 3.5% of the total target bonus for the Executive Chairman, Chief Executive Officer and the Chief Operating Officer, and 7% of the total target bonus for each of the Chief Financial Officer, the Chief Information Officer, and the SVP-Engineering and Operations. Achievement levels for the Glo Fiber and VATI Households/Businesses Passed Released to Sales component were: a threshold performance of 88,213 Households/Businesses Passed Released to Sales (below which no bonus would be earned), a target performance of 103,780Households/Businesses Passed Released to Sales (which represented 100% achievement toward this component), and a maximum performance of 119,347 Households/Businesses Passed Released to Sales (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2025, the Company delivered 90,582 Glo Fiber and VATI Households/Businesses Passed Released to Sales, resulting in a 15% achievement for this portion of the Company-wide objectives. The Incumbent Cable Residential and SMB Revenue component represented 1.5% of the total target bonus for the Executive Chairman, Chief Executive Officer and the Chief Operating Officer, and 3% of the total target bonus for each of the Chief Financial Officer, the Chief Information Officer, and the SVP-Engineering and Operations. Achievement levels for the Incumbent Cable Residential and SMB Revenue component were: a threshold performance of $190.2 million (below which no bonus would be earned), a target performance of $198.1 million (which represented 100% achievement toward this component), and a maximum performance of $206.0 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2025, the Incumbent Cable Residential and SMB Revenue was $198.4 million, resulting in a 104% achievement for this portion of the Company-wide objectives. The Commercial Fiber Sales Bookings component represented 1.5% of the total target bonus for the Executive Chairman, Chief Executive Officer and the Chief Operating Officer, and 3% of the total target bonus for each of the Chief Financial Officer, the Chief Information Officer, and the SVP-Engineering and Operations. Achievement levels for the Commercial Fiber Sales Bookings component were: a threshold performance of $681,167 (below which no bonus would be earned), a target performance of $794,786 (which represented 100% achievement toward this component), and a maximum performance of $971,406 (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2025, the Commercial Fiber Sales Bookings were $654,552, resulting in a 21% achievement for this portion of the Company-wide objectives. For 2025, individual performance objectives represented 20% of the total potential achievement toward the incentive bonuses of each of the named executive officers. Each of our named executive officers had different individual performance objectives based on their roles, but each depended in part on the achievement of a refinancing objective (the "Refinancing Objective") based on timely and cost-effective refinancing of the Company's credit facilities to include the delivery of accurate and complete reporting. The individual performance objective of the Chief Executive Officer, including when he served as the Executive Vice President – Chief Operating Officer through August 31, 2025, was made up of two components: 1) the Refinancing Objective , weighted 75%; and 2) achievement of strategic and operational performance goals to include delivering sales growth, driving revenue growth, executing on the construction plan, and improving operational efficiency and effectiveness, weighted 25%. Achievement of the first component, was determined by the Compensation Committee as having met expectations, resulting in a performance of 100% of target. Achievement of the second component was determined by the Compensation Committee as having met expectations, resulting in a weighted performance of 101% of target. As a result of his achievement on all components with respect to those goals, the Compensation Committee determined, and the Board of Directors approved that the Chief Executive Officer, including when he served as Executive Vice President – Chief Operating Officer, achieved a combined weighted performance of 100% of his individual performance objective. The individual performance objective of the Executive Chairman, including when he served as the Chief Executive Officer through August 31, 2025, was made up of two components: 1) the Refinancing Objective, weighted 75%; and 2) executive succession planning, weighted 25%. Achievement of the first component was determined by the Compensation Committee as having met expectations, resulting in a performance of 100% of target. Achievement of the second component was determined by the Compensation Committee as having met expectations, resulting in a performance of 100% of target. As a result of his achievement on all components with respect to those goals, the Compensation Committee determined, and the Board of Directors approved, that the Executive Chairman, including when he served as the Chief Executive Officer through August 31, 2025, achieved a combined weighted performance of 100% of his individual performance objective. The individual performance objective of the Chief Financial Officer was made up of two components: 1) the Refinancing Objective, weighted 80%; and 2) achievement of strategic and operational finance and accounting performance goals and improving operational efficiency and effectiveness, weighted 20%. Achievement of the first component was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded expectations, resulting in a performance of 125% of target. Achievement of the second component, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations, resulting in a weighted performance of 100% of target. As a result of his achievement on all components, the Chief Financial Officer achieved a weighted performance of 120% of his individual performance objective. The individual performance objective for the Chief Information Officer was made up of two components: 1) the Refinancing Objective, weighted 75%; and 2) achievement of strategic and operational performance goals and improving operational efficiency and effectiveness, weighted 25%. Achievement of the first component was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded expectations , resulting in a performance of 150% of target. Achievement of the second component was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met threshold expectations, resulting in a weighted performance of 93% of target. As a result of her achievement on all components, the Chief Information Officer achieved a weighted performance of 134% of her individual performance objective.

  27. Annual Incentive Bonuses

    The individual performance objective for the SVP-Engineering and Operations was made up of two components: 1) the Refinancing Objective, weighted 50%; and 2) achievement of strategic and operational performance goals to include executing on the construction plan and improving operational efficiency and effectiveness, weighted 50%. Achievement of the first component was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations, resulting in a performance of 100% of target. Achievement of the second component was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met threshold expectations, resulting in a weighted performance of 84% of target. As a result of his achievement on all components, the SVP-Engineering and Operations achieved a weighted performance of 92% of his individual performance objective. Based on these determinations and results, the Chief Executive Officer, Executive Chairman, Chief Financial Officer, Chief Information Officer, and SVP-Engineering and Operations achieved 100%, 100%, 120%, 136% and 92% of target, respectively, for their individual performance objectives. Along with the combined performance on the Company-wide objectives, the Chief Executive Officer, Executive Chairman, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, and SVP-Engineering and Operations achieved 99%, 99%, 95%, 98% and 90%, respectively, of their total targeted bonus.

  28. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation Long-term equity-based compensation is intended to focus each of the executives on the long-term, overall impact of their performance on the Company as a whole, as opposed to the shorter, annual timeframe associated with the annual incentive bonuses. Long-term equity-based compensation also aligns the executives’ interests more closely to those of the Company’s shareholders by generally rewarding executives in proportion to increases in value seen by the entire shareholder base. Due to the long-term nature of this component of compensation, it also serves as a retention tool, helping the Company retain desired management talent. Historically, the Compensation Committee, with input from its consultant, FW Cook, has structured the Company’s long-term, equity-based incentive compensation program for named executive officers and other management employees as an annual grant of Relative Total Shareholder Return performance-vesting share units (“RTSR PSUs”), time-vesting restricted stock units (“RSUs”), and performance share units that vest at the end of a three-year performance period based on the Company’s achievement of key performance metrics believed to be most closely aligned to creating long-term shareholder value (“Strategic PSUs”). Providing executives with a greater equity stake in the Company increases their motivation to drive the Company’s strategic growth and success and further enhances their alignment with shareholders. In February 2025, the Compensation Committee granted (or, with respect to the then Chief Executive Officer, made a recommendation to the independent directors who granted) the following equity awards to our named executive officers: Edward H. McKay, 38,307 time-vesting RSUs, 38,307 RTSR PSUs and 37,097 Strategic PSUs; Christopher E. French, 73,710 time-vesting RSUs and 73,710 RTSR PSUs; James J. Volk, 32,420 time-vesting RSUs, 32,420 RTSR PSUs and 7,040 Strategic PSUs; Richard W. Mason, 18,723 time-vesting RSUs, 18,723 RTSR PSUs and 16,774 Strategic PSUs; and Elaine M. Cheng, 17,878 time-vesting RSUs, 17,878 RTSR PSUs and 12,014 Strategic PSUs. The Company expects that it will continue to grant awards of RTSR PSUs, time-vesting RSUS, and Strategic PSUs on an annual basis in February. However, the Compensation Committee, in consultation with the Board, also intends to reassess the long-term equity awards each year in light of the Company’s strategic priorities and competitive landscape. The Strategic PSUs were established to provide a meaningful incentive for senior management to remain with the Company and focus on our strategy of driving growth by expanding our broadband network and customer base . This expansion strategy includes our Fiber-To-The-Home (“FTTH”) broadband service, which we offer under the Glo Fiber brand. Accordingly, the Strategic PSUs granted in February 2025 have a three-year performance period through December 31, 2027, and vesting will only occur if the recipient remains in the continuous employ of the Company through the performance period and the key performance metrics are achieved. The Compensation Committee believes that performance (and outperformance) with respect to these key performance metrics will be consistent with performance (and outperformance) with respect to Relative Total Shareholder Return but also that these key performance metrics represent an important supplemental and focused set of strategic objectives that strike a balance between promoting a high level of strategically vital FTTH growth without encouraging the incurrence of excessive costs that would adversely impact the Company’s financial results and long-term outlook. These key performance metrics are: •FTTH & Subsidy Passings – Number of homes and businesses passed by the Company’s Glo Fiber and government-subsidized expansion networks and released to sales as of the end of the measurement period as publicly reported in the Company’s Annual Report on Form 10-K. •Cost to Pass – FTTH & Subsidy Construction Capital Expenditures divided by the Incremental FTTH & Subsidy Passings. “FTTH & Subsidy Construction Capital Expenditures” are the cumulative capital expenditures for the measurement period related to FTTH & Subsidy Construction, net of subsidies. “Incremental FTTH & Subsidy Passings” is FTTH & Subsidy Passings as of the end of the measurement period less the FTTH & Subsidy Passings as of the beginning of the measurement period. •Consolidated Adjusted EBITDA – This non-GAAP financial measure means the Consolidated Adjusted EBITDA as publicly reported in the Company’s public disclosures for the year ending December 31, 2027. The Consolidated Adjusted EBITDA is the consolidated net income (loss) from continuing operations less depreciation, amortization, interest expense, income tax expense (benefit), stock-based compensation expense, impairment expense, restructuring expense, merger and acquisition transaction related expenses and other expense (income). As described in more detail below under “Potential Payments Upon Termination or Change in Control,” the Strategic PSUs have similar vesting acceleration provisions upon change in control or death and disability as the RTSR PSUs, but do not provide for acceleration of vesting upon retirement. Further details relating to the long-term equity grants can be found in the “Grants of Plan-Based Awards” table located on page 31 of this proxy statement. The Company does not have a program, plan or practice to time equity awards, including option grants, to its executive officers or employees in coordination with the release of material non-public information. The grant date of long-term equity awards for our executive officers is the date of the Board of Directors or relevant Compensation Committee meeting at which the award determinations are made.

  29. Summary Compensation Table

    Summary Compensation Table The following table presents details about compensation awarded to, earned by or paid to the Company’s Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers serving with the Company at December 31, 2025. We have omitted the columns entitled “Bonus Option Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because our named executive officers did not receive option awards or above market earnings on deferred compensation during the years presented.

  30. Summary Compensation Table

    | | Year | Salary | Stock Awards (a) | Non-Equity Incentive Plan Comp (b) | All Other Compensation (c) | Total | | Edward H. McKay President and CEO (served as EVP and COO until August 31) | 2025 | 494,568 | 1,368,867 | 376,715 | 30,716 | 2,270,866 | | | 2024 | 447,400 | 1,323,637 | 413,287 | 28,508 | 2,212,832 | | | 2023 | 411,269 | 1,271,430 | 388,735 | 25,567 | 2,097,001 | | Christopher E. French Executive Chairman (served as President and CEO until August 31) | 2025 | $638,779 | $1,784,519 | $555,061 | $29,000 | $3,007,359 | | | 2024 | 704,900 | 1,771,704 | 841,942 | 28,600 | 3,347,146 | | | 2023 | 689,000 | 1,863,158 | 839,266 | 27,400 | 3,418,824 | | James J. Volk SVP–Finance and CFO | 2025 | 436,048 | 868,664 | 250,015 | 29,848 | 1,584,575 | | | 2024 | 422,700 | 856,426 | 313,934 | 28,600 | 1,621,660 | | | 2023 | 409,392 | 890,005 | 325,279 | 27,400 | 1,652,076 | | Richard W. Mason SVP-Eng & Ops | 2025 | 351,261 | 652,894 | 157,907 | 28,473 | 1,190,535 | | | 2024 | 336,831 | 631,518 | 205,310 | 26,947 | 1,200,606 | | | 2023 | 325,000 | 645,671 | 199,997 | 26,000 | 1,196,668 | | Elaine M. Cheng SVP and CIO | 2025 | 336,659 | 575,793 | 166,118 | 30,026 | 1,108,596 | | | 2024 | 331,477 | 574,054 | 202,047 | 26,748 | 1,134,326 | | | 2023 | 321,923 | 592,416 | 201,169 | 26,281 | 1,141,789 |

  31. Summary Compensation Table

    _______________________________________________________ (a)For all periods shown, amounts represent aggregate grant date fair values for awards of share-based compensation determined pursuant to Financial Accounting Standards Board (“FASB”) Codification Topic 718. See Note 12, Stock Compensation, Earnings per Share, and Dividends, included with the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for additional details regarding the assumption used in calculating the grant date fair values of the stock awards. Assuming maximum performance level is achieved with respect to the 2025 RTSR PSU grants, the grant date fair value of such awards was $471,559 for Mr. McKay, $907,370 for Mr. French, $399,090 for Mr. Volk, $230,480 for Mr. Mason, and $220,078 for Ms. Cheng. Assuming maximum performance level is achieved with respect to the 2025 Strategic PSU grants, the grant date fair value of such awards was $441,454 for Mr. McKay, $83,776 for Mr. Volk, $199,611 for Mr. Mason, and $142,967 for Ms. Cheng. (b)Amounts for annual incentive bonuses each year were earned for performance in that year and were paid in the first fiscal quarter of the following year. (c)Amounts for all years include employer and matching contributions to the Company’s 401(k) plan and employer contributions to health savings accounts for each named executive officer. The tax-deferred 401(k) and health savings accounts contributions for the Company’s named executive officers were as follows for 2025: $30,716 to Mr. McKay, $29,000 to Mr. French, $29,848 for Mr. Volk, $28,473 for Mr. Mason, and $30,026 for Ms. Cheng. The Company’s named executive officers do not have employment agreements, and thus are not entitled to any additional benefits upon separation from the Company or following a change in control except as set forth in the sections below titled “Severance Arrangements with our Named Executive Officers” and “Potential Payments Upon Termination or Change in Control.” Vested stock options must be exercised before separation from the Company (except in the case of retirement) and unvested stock and options at separation are forfeited upon separation (except in the case of retirement). If an employee reaches retirement, their award will continue to vest according to the vesting schedule set forth in the award. Retirement is reached when an employee voluntarily resigns from active employment with the Company after completing 10 years of continuous service, and the sum of the employee’s age and years of service is greater than 75.

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table under “2025 Grants of Plan-Based Awards Table” presents information with respect to the grants of plan-based awards by the Company to the named executive officers during 2025. All named executive officers were granted RTSR PSU awards on February 18, 2025 under the 2024 Equity Incentive Plan in the amounts reflected below in “2025 Grants of Plan-Based Awards Table”. These RTSR PSUs have a three-year performance period through December 31, 2027, and vesting will only occur if the recipient remains in the continuous employ of the Company through the performance period based on the Company’s relative performance as compared to a peer group of companies recommended by Aon. The actual number of shares to be issued will be determined based upon the Company’s total shareholder return as compared with the total shareholder return of the peer group. A target number of performance units (as shown in the “2025 Grants of Plan-Based Awards Table” below) was established for each named executive officer at the time of the grant. The actual number of shares to be issued will range from 0 shares (if the Company’s stock performance is in the bottom 25% of the peer group) to 150% of the target number of shares (if the Company’s stock performance is in the top 25% of the peer group). Subject to requirements relating to continued employment with the Company through the performance period end (December 31, 2027), and to special vesting provisions in case of a change of control, death, disability or retirement, the shares will be delivered on the date (which will be no earlier than January 1, 2028 and no later than March 15, 2028) that the Compensation Committee makes the determination as to the Company’s performance relative to the peer group. All named executive officers were also granted time-vesting RSU awards on February 18, 2025 under the 2024 Equity Incentive Plan in the amounts reflected below in “2025 Grants of Plan-Based Awards Table.” These RSUs vest 25% in February of each of 2026, 2027, 2028, and 2029 if the recipient remains in the continuous employ of the Company through the applicable vesting date. All named executive officers, except for the then Chief Executive Officer, were also granted Strategic PSUs on February 18, 2025 under the 2024 Equity Incentive Plan in the amounts reflected below in the “2025 Grants of Plan-Based Awards Table.” These Strategic PSUs have a three-year performance period through December 31, 2027 and vesting will only occur if the recipient remains in the continuous employ of the Company through the performance period and the key performance metrics are achieved. The actual number of shares to be issued will be determined based upon the Company’s relative achievement of the key performance metrics, which are described in detail above under “Compensation Discussion and Analysis – Long-Term Equity-Based Compensation.” A target number of performance units, as shown below in the “2025 Grants of Plan-Based Awards Table” under the maximum column, was established for each named executive officer receiving such a grant at the time of the grant. The actual number of shares to be issued will range from 0 shares to 100% of the target number of shares. Subject to requirements relating to continued employment with the Company through the performance period end (December 31, 2027), and to special vesting provisions in case of a change of control, death, or disability, the shares will be delivered on the date (which will be no earlier than January 1, 2028 and no later than March 15, 2028) that the Compensation Committee makes the determination as to the Company’s performance relative to the key performance metrics.

  33. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table lists grants of plan-based awards to each of our named executive officers during 2025. We have omitted the columns entitled “All Other Option Awards: Number of Securities Underlying Options” and “Exercise or Base Price of Option Awards” because our named executive officers did not receive option awards during 2025.

  34. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward H. McKay | 2/18/2025 | — | — | — | 18,549 | 37,097 | — | — | 441,454(a) | | | 2/18/2025 | — | — | — | 19,153 | 38,307 | 57,460 | — | 471,559(b) | | | 2/18/2025 | — | — | — | — | — | — | 38,307 | 455,853(c) | | | | — | 495,000 | 990,000 | — | — | — | — | — | | Christopher E. French | 2/18/2025 | — | — | — | — | — | — | — | —(a) | | | 2/18/2025 | — | — | — | 36,855 | 73,710 | 110,565 | — | 907,370(b) | | | 2/18/2025 | — | — | — | — | — | — | 73,710 | 877,149(c) | | | | — | 657,864 | 1,315,728 | — | — | — | — | — | | James J. Volk | 2/18/2025 | — | — | — | 3,520 | 7,040 | — | — | 83,776(a) | | | 2/18/2025 | — | — | — | 16,210 | 32,420 | 48,630 | — | 399,090(b) | | | 2/18/2025 | — | — | — | — | — | — | 32,420 | 385,798(c) | | | | — | 264,546 | 529,092 | — | — | — | — | — | | Richard W. Mason | 2/18/2025 | — | — | — | 8,387 | 16,774 | — | — | 199,611(a) | | | 2/18/2025 | — | — | — | 9,361 | 18,723 | 28,084 | — | 230,480(b) | | | 2/18/2025 | — | — | — | — | — | — | 18,723 | 222,804(c) | | | | — | 178,227 | 356,454 | — | — | — | — | — | | Elaine M. Cheng | 2/18/2025 | — | — | — | 6,007 | 12,014 | — | — | 142,967(a) | | | 2/18/2025 | — | — | — | 8,939 | 17,878 | 26,817 | — | 220,078(b) | | | 2/18/2025 | — | — | — | — | — | — | 17,878 | 212,748(c) | | | | — | 170,197 | 340,394 | — | — | — | — | — |

  35. 2025 Grants of Plan-Based Awards Table

    _______________________________________________________ (a)The closing stock price as of the day before the grant of the Strategic PSUs, which also represents the fair value of a share of a Strategic PSU, was $11.90 per share. The target performance amount for the Strategic PSUs represents the maximum amount that can be awarded. (b)The fair value of the RTSR PSUs was calculated using a combination of a Monte Carlo simulation model and the closing stock price as of the day before the grant which resulted in a grant date fair value of approximately $12.31 per unit. (c)The closing stock price as of the day before the grant of the RSU awards, which also represents the fair value of a share of RSU sward was $11.90 per share.

  36. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information with respect to the outstanding equity awards at 2025 fiscal year-end for the named executive officers. We have omitted the “Option Awards” columns because our named executive officers did not have any option awards outstanding at 2025 fiscal year-end.

  37. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (a) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($) (b) | | Edward H. McKay | 37,097(g) | 428,841 | — | — | | | 20,370(h) | 235,477 | — | — | | | 38,307(c) | 442,829 | — | — | | | 15,776(d) | 182,371 | — | — | | | 10,462(e) | 120,941 | — | — | | | 4,032(f) | 46,610 | — | — | | | — | — | 38,307(i) | 442,829 | | | — | — | 21,034(j) | 243,153 | | Christopher E. French | 73,710(c) | 852,088 | — | — | | | 30,945(d) | 357,724 | — | — | | | 21,920(e) | 253,395 | — | — | | | 7,786(f) | 90,006 | — | — | | | — | — | 73,710(i) | 852,088 | | | — | — | 41,260(j) | 476,966 | | James J. Volk | 7,040(g) | 81,382 | — | — | | | 3,921(h) | 45,327 | — | — | | | 32,420(c) | 374,775 | — | — | | | 13,545(d) | 156,580 | — | — | | | 9,551(e) | 110,410 | — | — | | | 3,841(f) | 44,402 | — | — | | | — | — | 32,420(i) | 374,775 | | | — | — | 18,060(j) | 208,774 | | Richard W. Mason | 16,774(g) | 193,907 | — | — | | | 9,210(h) | 106,468 | — | — | | | 18,723(c) | 216,438 | — | — | | | 7,710(d) | 89,128 | — | — | | | 5,435(e) | 62,829 | — | — | | | 2,282(f) | 26,380 | — | — | | | — | — | 18,723(i) | 216,438 | | | — | — | 10,280(j) | 118,837 | | Elaine M. Cheng | 12,014(g) | 138,882 | — | — | | | 6,790(h) | 78,492 | — | — | | | 17,878(c) | 206,670 | — | — | | | 7,579(d) | 87,613 | — | — | | | 5,369(e) | 62,066 | — | — | | | 2,282(f) | 26,380 | — | — | | | — | — | 17,878(i) | 206,670 | | | — | — | 10,105(j) | 116,814 |

  38. Outstanding Equity Awards at Fiscal Year-End

    (a)The market value of the RSU awards is based on the closing price per share of the Company’s common stock ($11.56) as of December 31, 2025. (b)The market value of the RTSR PSUs is based on the target number of shares under the award multiplied by the closing price per share of the Company’s common stock ($11.56) on December 31, 2025. (c)The RSUs granted on February 18, 2025 vest ratably each year for four years. (d)The RSUs granted on February 13, 2024 vest ratably each year for four years. (e)The RSUs granted on February 22, 2023 vest ratably each year for four years. (f)The RSUs granted on February 22, 2022 vest ratably each year for four years. (g)The Strategic PSUs granted on February 18, 2025 will fully vest in December 31, 2027; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s performance relative to certain performance conditions. The table above represents payout at the target amount for these performance-based awards (which is the maximum amount that can be awarded). (h)The Strategic PSUs granted on February 13, 2024 will fully vest in December 31, 2026; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s performance relative to certain performance conditions. The table above represents payout at the target amount for these performance-based awards (which is the maximum amount that can be awarded). (i)The RTSR PSUs granted February 18, 2025 will vest as of December 31, 2027; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s stock price performance relative to the peer group. The table above represents payout at the target amount for these performance-based awards. (j)The RTSR PSUs granted February 13, 2024 will vest as of December 31, 2026; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s stock price performance relative to the peer group. The table above represents payout at the target amount for these performance-based awards.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents information with respect to the options exercised and stock awards vested during the 2025 fiscal year for the named executive officers. Our named executive officers did not exercise options during the 2025 fiscal year; therefore, we have omitted the “Option Awards” columns from this table.

  40. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting | | Edward H. McKay | 39,712 | 454,557 | | Christopher E. French | 61,112 | $704,816 | | James J. Volk | 29,225 | 333,462 | | Richard W. Mason | 20,478 | 234,073 | | Elaine M. Cheng | 19,104 | 218,160 |

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In March 2007, effective January 1, 2007, the Company amended the Executive Supplemental Retirement Plan to convert it from a defined benefit plan to a defined contribution plan. The Company discontinued contributions to the plan and closed the plan to new participants effective June 2010. Participants are not permitted to make contributions to the plan, and there were no withdrawals or distributions from the plan during 2025. After retirement of the other participants, Mr. French is the only remaining participant in the plan. Participants may direct their balances to a variety of investment options, and returns on these investment options will be reflected as gains or losses in the participants’ accounts under this plan. The Company will also reflect those gains or losses as investment gains or losses on its financial statements. The Company elected to establish a rabbi trust and to contribute amounts to the rabbi trust equal to the participants’ opening balances in the plan, as well as Company contributions required under the plan, and to make investments under the rabbi trust as directed by the participants’ election choices.

  42. Nonqualified Deferred Compensation

    | Name | Aggregate Earnings in Last FY | Aggregate Balance at Last FY | | Edward H. McKay | — | — | | Christopher E. French | $385,621 | $3,055,604 | | James J. Volk | — | — | | Richard W. Mason | — | — | | Elaine M. Cheng | — | — |

  43. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As discussed in the section above titled “Severance Arrangements with Our Named Executive Officers,” the Company is required to pay or provide certain compensation and benefits to each of the named executive officers in the event of certain terminations of employment or a change in control of the Company. In addition to such compensation and benefits, our named executive officers are eligible (i) to receive lump-sum distributions of their vested accumulated benefits under the Executive Supplemental Retirement Plan upon termination of employment, whether by resignation, change of control, severance, retirement, or other reason and (ii) for accelerated vesting of certain equity awards upon certain terminations of employment or a change in control of the Company. Pursuant to the equity award agreements under the 2014 Equity Incentive Plan and 2024 Equity Incentive Plan related to time-vesting RSUs, RTSR PSUs and Strategic PSUs, our named executive officers are eligible for accelerated vesting of all outstanding unvested awards in the amounts and under the circumstances discussed below: •Death or Disability. Outstanding awards vest on a pro-rated basis based on the amount of time the named executive officer was employed during the vesting or measurement period and, with respect to RTSR PSU awards, in accordance with the achievement levels determined as of the date of termination. •Retirement. In the event of retirement, vesting of time-vesting RSUs and RTSR PSUs will not accelerate, but rather will continue to vest in accordance with the original vesting schedule determined at the date of grant. For these purposes, named executive officers are eligible for retirement after completing 10 years of continuous service as long as the sum of the named executive officer’s age and years of service is not less than 75. There are no special retirement eligibility considerations for Strategic PSUs, which will be forfeited if employment is terminated prior to vesting subject to the exceptions in connection with death or disability and change in control described above and below. •Change in Control. In the event a change in control occurs during their respective vesting periods, certain equity awards provide for accelerated vesting. Unless the surviving entity in a change in control substitutes the awards with a grant of equivalent value, the time-vesting RSU awards vest automatically upon a change in control. With respect to RTSR PSU awards, the named executive officer will be entitled to compensation equal to the lesser of the maximum payout for such award or the fair market value of the earned shares on the date of the change of control. Unless the surviving entity in a change in control substitutes the awards with a grant of equivalent value, 100% of the target number of Strategic PSUs vest automatically upon a change in control. The number of Strategic PSUs to be so assumed or substituted shall be calculated as follows: (i) if the change in control date occurs during the first two years of the three-year performance period applicable to the Strategic PSUs, then 100% of the target number of Strategic PSUs shall be converted to time-based RSUs; or (ii) if the change in control date occurs during the third year of the performance period, then the Strategic PSUs shall be converted to RSUs based on actual performance-to-date, as determined by the Compensation Committee in its discretion and in accordance with the award agreement, provided, however, that if actual performance is deemed not determinable, then 100% of the target number of Strategic PSUs shall be converted to RSUs. In consideration for the foregoing compensation, our named executive officers generally agree to certain restrictive covenants, including non-competition, non-solicitation, confidentiality, and non-disparagement. The following tables describe estimated amounts of compensation and benefits that could be payable to each named executive officer upon certain terminations or a change in control. All amounts assume the named executive officers terminated employment as of December 31, 2025 and, where applicable, elected to continue COBRA coverage under the Company’s health insurance plan for 12 months (with reimbursement levels equal to the 2025 Company-paid portion of the officer’s health insurance premium); the value of the accelerated vesting is based on the closing price of our common stock as reported on Nasdaq on December 31, 2025, which was $11.56. The actual amounts that would be paid to each named executive officer upon termination of employment or a change in control can only be determined at the time the actual triggering event occurs. The estimated amounts of compensation and benefits described below do not include certain equity-based compensation, which does not accelerate but continues to vest following retirement for executive officers who are eligible, or amounts payable under the Executive Supplemental Retirement Plan, which are set forth in the section above titled “Nonqualified Deferred Compensation.” This section identifies and quantifies the extent to which those retirement benefits are enhanced or accelerated upon the triggering events described below. The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2025 for Edward H. McKay.

  44. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $550,000 | $— | $1,045,000 | $— | $— | $— | | Healthcare continuation | 18,871 | — | 18,871 | — | — | — | | Accelerated Vesting of RSUs | — | — | 792,751 | 792,751 | — | 470,612 | | Accelerated Vesting of Strategic PSUs | — | — | 664,318 | 664,318 | — | 283,331 | | Accelerated Vesting of RTSR PSUs | — | — | 685,982 | 685,982 | — | 292,569 | | Total | $568,871 | $— | $3,206,922 | $2,143,051 | $— | $1,046,512 |

  45. Potential Payments Upon Termination or Change in Control

    The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2025 for Christopher E. French.

  46. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $450,000 | $— | $810,000 | $— | $— | $— | | Healthcare continuation | 13,135 | — | 13,135 | — | — | — | | Accelerated Vesting of RSUs | — | — | 1,553,213 | 1,553,213 | — | 927,784 | | Accelerated Vesting of Strategic PSUs | — | — | — | — | — | — | | Accelerated Vesting of RTSR PSUs | — | — | 1,329,054 | 1,329,054 | — | 568,897 | | Total | $463,135 | $— | $3,705,402 | $2,882,267 | $— | $1,496,681 |

  47. Potential Payments Upon Termination or Change in Control

    The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2025 for James J. Volk.

  48. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $440,910 | $— | $705,456 | $— | $— | $— | | Healthcare continuation | 13,389 | — | 13,389 | — | — | — | | Accelerated Vesting of RSUs | — | — | 686,167 | 686,167 | — | 411,332 | | Accelerated Vesting of Strategic PSUs | — | — | 126,709 | 126,709 | — | 54,186 | | Accelerated Vesting of RTSR PSUs | — | — | 583,549 | 583,549 | — | 249,559 | | Total | $454,299 | $— | $2,115,270 | $1,396,425 | $— | $715,077 |

  49. Potential Payments Upon Termination or Change in Control

    The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2025 for Richard W. Mason.

  50. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $356,454 | $— | $534,681 | $— | $— | $— | | Healthcare continuation | — | — | — | — | — | — | | Accelerated Vesting of RSUs | — | — | 394,775 | 394,775 | — | 236,595 | | Accelerated Vesting of Strategic PSUs | — | — | 300,375 | 300,375 | — | 128,108 | | Accelerated Vesting of RTSR PSUs | — | — | 335,275 | 335,275 | — | 142,992 | | Total | $356,454 | $— | $1,565,106 | $1,030,425 | $— | $507,695 |

  51. Potential Payments Upon Termination or Change in Control

    The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2025 for Elaine M. Cheng.

  52. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $340,394 | $— | $510,591 | $— | $— | $— | | Healthcare continuation | 18,891 | — | 18,891 | — | — | — | | Accelerated Vesting of RSUs | — | — | 382,729 | 382,729 | — | 230,516 | | Accelerated Vesting of Strategic PSUs | — | — | 217,374 | 217,374 | — | 93,215 | | Accelerated Vesting of RTSR PSUs | — | — | 323,484 | 323,484 | — | 138,720 | | Total | $359,285 | $— | $1,453,069 | $923,587 | $— | $462,451 |

  53. Pay Ratio Disclosure

    Pay Ratio Disclosure In 2015, the SEC adopted rules (as required by the Dodd-Frank Act) requiring disclosure of: (i) the annual total compensation of our median employee (excluding our Chief Executive Officer); (ii) the annual total compensation of our Chief Executive Officer; and (iii) the ratio of the annual total compensation of our median employee to the annual total compensation of our Chief Executive Officer. The annual total compensation of Mr. McKay, as reported in the Summary Compensation Table included in this Proxy Statement, was $2,270,866, but because Mr. McKay was not the Chief Executive Officer for the full fiscal year, we annualized his compensation for purposes of determining the 2025 pay ratio. Mr. McKay's annualized compensation was $2,626,716. The annual total compensation of the median employee, excluding our Chief Executive Officer, for fiscal year 2025, was $72,969. As a result, we estimate that the ratio of the annual total compensation of our Chief Executive Officer to the total compensation of our median employee was 36 to 1 for fiscal year 2025. We identified the median employee by using the actual compensation paid during 2025, as reported on IRS Form W-2, to our employees as of December 31, 2025. Compensation for employees who joined the Company after January 1, 2025 was annualized for purposes of identifying the median employee. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology used for calculating the total compensation of our Chief Executive Officer as set forth in the Summary Compensation Table (and annualized as described above).

  54. Pay Versus Performance

    Pay Versus Performance In 2022, the SEC adopted rules (as required by the Dodd-Frank Act) requiring disclosure of the relationship between the executive compensation actually paid and the financial performance of the Company over a defined time horizon. The below table outlines the total Compensation Actually Paid (CAP) calculated in accordance with the SEC rules for the Principal Executive Officer (PEO), which is the Company’s Chief Executive Officer, and the average of the total compensation actually paid for the Non-PEO Named Executive Officers (NEOs) for the given year. Additionally, the table includes the Company-Selected Measure of Adjusted EBITDA, as defined and described in more detail under “Compensation Discussion and Analysis – Annual Incentive Bonuses,” which the Company considers the most important financial performance measure used to link CAP of the PEO and Non-PEO NEOs to Company performance. The Compensation Committee did not utilize CAP as a basis for making its compensation decisions for any of the fiscal years included in the tables and charts below. For information regarding the basis for the compensation decisions made by our Compensation Committee for fiscal 2025, see the “Compensation Discussion and Analysis” section beginning on page 21.

  55. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (a) | | Compensation Actually Paid to PEO (b) | | | | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (in thousands) | Adjusted EBITDA (in thousands) | | Year | Edward H. McKay | Christopher E. French | Edward H. McKay | Christopher E. French | Average Summary Compensation Table Total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs (b)(c) | Total Shareholder Return | Peer Group Total Shareholder Return (d) | | | | 2025 | $2,270,866 | $3,007,359 | $1,850,000 | $2,596,906 | $1,294,569 | $1,073,571 | 45 | 131 | $(32,943) | $119,139 | | 2024 | N/A | 3,347,146 | N/A | 941,228 | 1,542,356 | 64,797 | 49 | 112 | 193,817 | 94,590 | | 2023 | N/A | 3,418,824 | N/A | 4,013,574 | 1,521,884 | 1,922,270 | 83 | 92 | 6,519 | 90,595 | | 2022 | N/A | 2,816,123 | N/A | 2,212,185 | 1,352,904 | 966,594 | 60 | 82 | (8,379) | 75,961 | | 2021 | N/A | 2,420,824 | N/A | 1,620,948 | 1,050,218 | 810,027 | 97 | 105 | 1,003,537 | 65,726 |

  56. Pay Versus Performance

    _______________________________________________________ (a)The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. McKay in in the Summary Compensation Table ("SCT") for fiscal year 2025, and for Mr. French, in the Summary Compensation Table ("SCT") for fiscal years 2025, 2024, 2023, 2022 and 2021. The PEOs for 2025 were Mr. McKay and Mr. French. Mr. French transitioned from the position of Chief Executive Officer to Executive Chairman, and Mr. McKay was promoted to the position of Chief Executive Officer, each as of September 1, 2025. The PEO for 2024, 2023, 2022 and 2021 was Mr. French. Mr. McKay's compensation for years in which he did not serve as PEO are included in the Non-PEO NEO amounts. (b)The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but rather is a value calculated under applicable SEC rules. In general, the amounts also include the year-end value of equity awards granted during the reported year and the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. Similarly, no adjustment is made for dividends as there are no dividend rights associated with the equity awards. To calculate the amounts of CAP, the following amounts were deducted from and added to (as applicable) “Total” compensation as reported in the SCT.

  57. Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total ($) | Subtract Stock Awards ($) (i) | Add Year-End Equity Value ($) (ii) | Change in Value of Prior Equity Awards ($) (ii) | Add Change in Value of Vested Equity Awards ($) (ii) | Fair Value at Vesting Date of Vested Awards Granted in Current Year (iii) | Deduction of Fair Value of Awards Granted Prior to the Current Year that were Forfeited during the current year (iv) | Compensation Actually Paid ($) | | 2025 | Edward H. McKay | 2,270,866 | (1,368,867) | 1,311,052 | (215,114) | 32,091 | — | (180,028) | 1,850,000 | | | Christopher E. French | 3,007,359 | (1,784,519) | 845,454 | (226,105) | 34,777 | 907,370 | (187,430) | 2,596,906 | | | Other NEOs | 1,294,569 | (699,117) | 667,908 | (112,572) | 12,253 | — | (89,470) | 1,073,571 | | 2024 | CEO | 3,347,146 | (1,771,704) | 357,724 | (732,111) | (109,337) | 851,606 | (1,002,096) | 941,228 | | | Other NEOs | 1,542,356 | (846,409) | 443,446 | (530,766) | (73,236) | - | (470,594) | 64,797 | | 2023 | CEO | 3,418,824 | (1,863,158) | 1,181,899 | 449,205 | - | 826,804 | — | 4,013,574 | | | Other NEOs | 1,521,884 | (849,881) | 972,104 | 252,686 | 25,477 | - | — | 1,922,270 | | 2022 | CEO | 2,816,123 | (1,413,938) | 504,221 | (270,438) | (95,559) | 671,776 | — | 2,212,185 | | | Other NEOs | 1,352,904 | (751,994) | 556,781 | (161,302) | (29,795) | - | — | 966,594 | | 2021 | CEO | 2,420,824 | (1,387,736) | 583,623 | (503,285) | (144,768) | 652,290 | — | 1,620,948 | | | Other NEOs | 1,050,218 | (488,300) | 399,158 | (126,310) | (24,739) | - | — | 810,027 |

  58. Pay Versus Performance

    (i)Represents the grant date fair value of the equity awards as reported in the “Stock Awards” column in the SCT for each applicable year. (ii)The fair value of equity awards reported for CAP purposes were valued at each fiscal year end during the vesting period. As discussed in “Executive Compensation – Compensation Discussion and Analysis,” the Company currently grants three types of equity awards. The RTSR PSU awards were valued via Monte Carlo Simulation, the RSU awards were valued using the market closing price of the Company's common stock, and the Strategic PSU awards were valued using the market closing price of the Company's common stock and the Company's current assessment of performance towards the underlying objectives. (iii)For CAP purposes and this table, time-based RSUs are considered “vested” on the date of retirement eligibility. As a result, 100% of the time-based RSUs granted to the CEO were considered “vested” for fiscal years 2025, 2024, 2023, 2022 and 2021 and 100% of the time-based RSUs granted to one of the Other NEOs were considered "vested" for fiscal year 2021. (iv)In 2025, RTSR PSUs granted February 22, 2023 and Strategic PSUs granted on February 22, 2023 failed to meet all performance conditions, resulting in vesting of less than 100% and forfeiture of a portion of the related awards. Similarly, in 2024, RTSR PSUs granted September 21, 2021, RTSR PSUs granted February 22, 2022 and Strategic PSUs granted on September 20, 2022 failed to meet all performance conditions, resulting in vesting of less than 100% and forfeiture of a portion of the related awards. (c)The dollar amounts reported are the amounts of total compensation reported for our NEOs, other than our CEO. 2025 reflects compensation information for Mr. Volk, Mr. Mason, and Ms. Cheng. 2024 and 2023 reflects compensation information for Mr. McKay, Mr. Volk, Mr. Mason, and Ms. Cheng. 2022 reflects compensation information for Mr. McKay, Mr. Volk, Ms. Cheng, and Ms. Tormey. 2021 reflects compensation information for Mr. McKay, Mr. Volk, Mr. Heimbach, and Mr. Pirtle. (d)The Peer Group selected for Total Shareholder Return comparisons is the Nasdaq Telecommunications Index. The various metrics that the Company uses for both our long-term and short-term incentive awards are described in greater detail in “Executive Compensation – Compensation Discussion and Analysis.” The three items listed below represent the most important measures used to link executive compensation actually paid to the Company's actual performance: a.Adjusted EBITDA b.Relative Total Shareholder Return c.Total Fiber Homes/Businesses Passed