DEF 14A of Shenandoah Telecommunications Co/Va/, Mar 14, 2024

DEF 14A of Shenandoah Telecommunications Co/Va/

Filed Mar 14, 2024 · FY20230001628280-24-011072

Open on EDGAR

  1. Board of Directors

    Board of Directors The following table contains information about each member of the Board of Directors of Shentel, including the three incumbent directors — Thomas A. Beckett, Richard L. Koontz, Jr. and Leigh Ann Schultz — whose terms are set to expire at the 2024 annual meeting of shareholders and who have been nominated for reelection to the Board to serve three-year terms expiring at the annual meeting of shareholders in 2027.

  2. Board of Directors

    | | | | | | Committee Memberships | | | | Name | Age | Director Since | Principal Occupation | Audit Committee Financial Expert | Audit | Compensation | Nominating & Corporate Governance | | Victor C. Barnes | 59 | 2022 | Chief of Connected Planning of Anaplan, Inc. | | | — | — | | Thomas A. Beckett | 56 | 2018 | SVP, GC and Secretary of American Public Education, Inc. | — | — | — | | | Tracy Fitzsimmons | 57 | 2005 | President of Shenandoah University | — | — | | | | John W. Flora | 69 | 2008 | Attorney and Shareholder of Flora Pettit PC | — | — | | | | Christopher E. French | 66 | 1996 | President and CEO of Shentel | — | — | — | — | | Richard L. Koontz, Jr. | 66 | 2006 | President of Holtzman Oil Corporation | — | — | | — | | Kenneth L. Quaglio | 65 | 2017 | Partner, Kearney, Inc. | | | — | — | | Leigh Ann Schultz | 50 | 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 2027

    Nominees for Election as Directors for Terms Expiring in 2027 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, at the annual meeting of shareholders in 2025 and at the annual meeting of shareholders in 2026, 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. Thomas A. Beckett, Richard L. Koontz, Jr., and Leigh Ann Schultz have been nominated by the Board of Directors for reelection as directors to the class with a three-year term that will expire at the annual meeting of shareholders in 2027. Mr. Beckett, Mr. Koontz, and Ms. Schultz are incumbent directors who have served on the Board of Directors since 2018, 2006, and 2016, respectively. 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 purpose of the nomination policy is to describe the process by which candidates for possible inclusion in the Company’s recommended slate of director nominees are selected. The nomination 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 concerning each of the nominees and each of the directors continuing in office is presented below.

  10. Nominees for Terms Expiring in 2027

    Nominees for Terms Expiring in 2027

  11. Nominees for Terms Expiring in 2027

    | Name | Age | Director Since | | Thomas A. Beckett | 56 | 2018 | | Richard L. Koontz, Jr. | 66 | 2006 | | Leigh Ann Schultz | 50 | 2016 |

  12. Nominees for 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. was appointed President of Holtzman Oil Corporation, a supplier and distributor of petroleum products located in Mt. Jackson, Virginia, in 2022, prior to which he served as Vice President since 1988. 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 is the CFO of Harvest Hosts Opco, LLC, a membership-based travel and recreation company; she has held this position since March of 2021. Ms. Schultz was previously the CFO of Streetsense, LLC, a strategy and design consultancy, from May 2017 to February 2021. From 2016 to May 2017, she was founder and CEO of Vintage Advisory, LLC, a strategic advisory firm supporting private equity firms with performance improvement, financial advisory and strategic planning support for their portfolio companies. From 2014 through 2016, she was Managing Director for MorganFranklin Consulting, a strategy and execution-focused business consulting firm. Ms. Schultz brings to the Board significant experience, qualifications, attributes and skills, including 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.

  13. Continuing Directors with Terms Expiring in 2025

    Continuing Directors with Terms Expiring in 2025

  14. Continuing Directors with Terms Expiring in 2025

    | Name | Age | Director Since | | Victor C. Barnes | 59 | 2022 | | Christopher E. French | 66 | 1996 |

  15. Continuing Directors with Terms Expiring in 2025

    Victor C. Barnes is an executive coach and also 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 established a commercial finance function for The Coca-Cola’s Glaceau business unit (now Smartwater), after the acquisition in 2007. Subsequently, 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. Mr. Barnes also serves as an audit committee financial expert. Christopher E. French has served as President and Chief Executive Officer of the Company and its subsidiaries since 1988 and has served as Chairman of the Board of Directors since 1996. 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.

  16. Continuing Directors with Terms Expiring in 2026

    Continuing Directors with Terms Expiring in 2026

  17. Continuing Directors with Terms Expiring in 2026

    | Name | Age | Director Since | | Tracy Fitzsimmons | 57 | 2005 | | John W. Flora | 69 | 2008 | | Kenneth L. Quaglio | 65 | 2017 |

  18. Continuing Directors with Terms Expiring in 2026

    Tracy Fitzsimmons is President of Shenandoah University, located in Winchester, Virginia, a position she has held since July 2008. She previously served as Senior Vice President for Academic Affairs of Shenandoah University since October 2006 and Vice President of Academic Affairs from July 2002 to October 2006. Dr. Fitzsimmons received Ph.D. and M.A. degrees from Stanford University and a B.A. degree from Princeton University. Dr. Fitzsimmons brings to the Board significant experience, qualifications, attributes and skills, including her educational background, budgeting and financial experience with a large diverse educational organization, overall leadership experience and responsibilities as president of a university that offers undergraduate, masters and professional doctorate degrees and is considered a technology leader among higher education institutions. John W. Flora has been an attorney-at-law since 1980, and currently is a shareholder of Flora Pettit PC in Harrisonburg, Virginia. Mr. Flora’s business and tax practice has ranged from serving as lead counsel of a publicly-held Fortune 500 company to representing private companies and their owners from business formation through succession. Mr. Flora brings to the Board significant experience, qualifications, attributes and skills, including his career as an attorney with a regional law firm and his substantial experience in advising public companies, as well as his experience in assisting businesses with a wide variety of legal and regulatory issues. Kenneth L. Quaglio is currently a Partner at the consulting firm Kearney, Inc., where he is part of the Communications, Media and Technology group, which he joined in 2022. From 2017 through 2022, Mr. Quaglio was CEO and President of Celerity IT, LLC, 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, 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, leadership and management, new business development, and technology services. Mr. Quaglio also serves as an audit committee financial expert.

  19. Director Compensation

    Director Compensation The Board believes that director fees paid by the Company should be competitive with other similarly situated companies. During 2023, 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 2014 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 2023.

  20. 2023 Director Compensation Table

    2023 Director Compensation Table

  21. 2023 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | RSU Awards ($)(a) | Total ($) | | Victor C. Barnes | 67,500(b) | 130,002 | 197,502 | | Thomas A. Beckett | 63,333(b) | 130,002 | 193,335 | | Tracy Fitzsimmons | 90,333(b) | 130,002 | 220,335 | | John W. Flora | 75,833 | 130,002 | 205,835 | | Richard L. Koontz, Jr. | 65,000(b) | 130,002 | 195,002 | | Kenneth L. Quaglio | 67,500(b) | 130,002 | 197,502 | | Leigh Ann Schultz | 80,000 | 130,002 | 210,002 |

  22. 2023 Director Compensation Table

    _______________________________________________________ (a)On February 22, 2023, each then serving director was awarded a grant of 6,893 restricted stock units with a fair value of $18.86 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 2023 service, Mr. Barnes, Mr. Beckett, Dr. Fitzsimmons, Mr. Koontz, and Mr. Quaglio elected to receive $12,300, $4,800, $12,500, $6,000, and $7,500, 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. Discretionary Bonuses

    Discretionary Bonuses In recognition of their efforts and contributions to the successful sale of the Company’s wireless assets and operations to T-Mobile in 2021, the Company’s Chief Executive Officer recommended, and the Compensation Committee approved, awards of discretionary bonuses to certain members of the management team, including Mr. McKay, Mr. Volk, and Ms. Cheng in 2021. These discretionary bonuses are reflected in the “Bonus” column of the “Summary Compensation” table on page 28 below.

  24. 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. Target bonuses for named executives were 90% for Christopher E. French as Chief Executive Officer; 70% for Edward H. McKay as Chief Operating Officer; 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 2023, 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 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 2023, 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 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. Prior to 2022, the Company used a financial objective based on Adjusted Operating Income Before Depreciation, and Amortization (OIBDA), a measure similar to EBITDA. The change in 2022 was made to align the metric used for annual incentive bonus purposes with the Company's public disclosures which changed to more closely conform with disclosures in the telecommunications industry. 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, revenue or expenses from services provided to T-Mobile impacted by the 2021 sale of the wireless business, expenses relating to retirement plans mark-to-market adjustments and plan termination 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 $61.8 million (below which no bonus would be earned on this component); a target performance of $72.7 million (which represented 100% achievement toward this component); and a maximum performance of $83.6 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). The maximum performance level of $83.2 million represented 115% of budgeted Compensation Adjusted EBITDA for 2023 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 2023 was $77.8 million. Based upon these results and after considering whether any unusual items impacted the financial accomplishments in 2023, the Company’s independent directors, upon recommendation of the Compensation Committee, determined that the $61.8 million target threshold had been exceeded, resulting in a 146% achievement for the financial objective. The other four Company-wide performance goals for 2023 were: 1) total net additions of Data Revenue Generating Units (RGUs) served by Glo Fiber and Virginia Telecommunications Initiative ("VATI"); 2) Households/Businesses Released to Sales for Glo Fiber and VATI or subsidized fiber; 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 RGU Net Additions component represented 3.5% of the total target bonus for the 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 17,347 net additional Glo Fiber and VATI RGUs (below which no bonus would be earned), a target performance of 21,684 net additional RGUs (which represented 100% achievement toward this component), and a maximum performance of 26,021 net additional RGUs (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2023, the Company delivered 17,785 Glo Fiber and VATI RGU Net Additions, resulting in a 10% achievement for this portion of the Company-wide objectives. The Glo Fiber Households/Businesses Released to Sales objective represented 3.5% of the total target bonus for the 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 Households/Businesses Released to Sales component were: a threshold performance of 82,490 Households/Businesses Released to Sales (below which no bonus would be earned), a target performance of 103,112 Households/Businesses Released to Sales (which represented 100% achievement toward this component), and a maximum performance of 123,734 Households/Businesses Released to Sales (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2023, the Company delivered 89,386 Glo Fiber Households/Businesses Released to Sales, resulting in a 33% achievement for this portion of the Company-wide objectives.

  25. Annual Incentive Bonuses

    The Incumbent Cable Residential and SMB Revenue component represented 1.5% of the total target bonus for the 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 $166.8 million (below which no bonus would be earned), a target performance of $173.8 million (which represented 100% achievement toward this component), and a maximum performance of $180.7 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2023, the Incumbent Cable Residential and SMB Revenue was $176.4 million, resulting in a 138% 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 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 $320,000 (below which no bonus would be earned), a target performance of $400,000 (which represented 100% achievement toward this component), and a maximum performance of $480,000 (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2023, the Commercial Fiber Sales Bookings was $349,845, resulting in a 37% achievement for this portion of the Company-wide objectives. For 2023, individual performance objectives represented 20% of the total potential achievement toward the incentive bonuses of the each of the named executive officers. The individual performance objective of the Chief Executive Officer was made up of four components: 1) maximizing the Company’s strategic and competitive positioning, weighted 40%; 2) executive succession planning, weighted 20%; 3) expense reductions and maintaining quality of financial reporting and internal controls, weighted 20%; and 4) minimizing Glo Fiber construction costs, weighted 20%. Achievement of the first component, maximizing the Company’s strategic and competitive positioning, was determined by the Compensation Committee as having exceeded expectations, resulting in a performance of 150% of target. Achievement of the second component, executive succession planning, was determined by the Compensation Committee as having exceeded expectations, resulting in a performance of 150% of target. Achievement levels for expense reductions and maintaining quality of financial reporting and internal controls were based on maintaining quality of financial reporting and internal controls and actual Company expenses versus budgeted Company expenses, the latter of which had the following measurements: a threshold performance of $160.2 million in expenses (below which no bonus would be earned), a target performance of $158.1 million in expenses (which represented 100% achievement toward this component), and a maximum performance of $156.1 million in expenses (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the third component, expense reductions and maintaining quality of financial reporting and internal controls, was determined by the Compensation Committee as having exceeded threshold expectations with expenses being $155.9 million achieved while also having maintained quality of financial reporting and internal controls, resulting in a weighted performance of 200% of target. Achievement levels for the minimizing Glo Fiber construction costs were: a threshold performance of $1,392 Cost to Pass (below which no bonus would be earned), a target performance of $1,265 Cost to Pass (which represented 100% achievement toward this component), and a maximum performance of $1,139 Cost to Pass (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the fourth component, minimizing Glo Fiber construction costs, was determined by the Compensation Committee as having exceeded threshold expectations with a Cost to Pass of $1,305, resulting in a performance of 68% 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 achieved a combined weighted performance of 144% of his individual performance objective. The individual performance objective of the Executive Vice President – Chief Operating Officer was made up of three components: 1) maximizing the Company’s strategic and competitive positioning, weighted 50%; 2) expense reductions and maintaining quality of financial reporting and internal controls, weighted 25%; and 3) minimizing Glo Fiber construction costs, weighted 25%. Achievement of the first component, maximizing the Company’s strategic and competitive positioning, 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 levels for expense reductions and maintaining quality of financial reporting and internal controls were based on maintaining quality of financial reporting and internal controls and actual Company expenses versus budgeted Company expenses, the latter of which had the following measurements: a threshold performance of $160.2 million in expenses (below which no bonus would be earned), a target performance of $158.1 million in expenses (which represented 100% achievement toward this component), and a maximum performance of $156.1 million in expenses (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the second component, expense reductions and maintaining quality of financial reporting and internal controls, was determined by the Compensation Committee as having exceeded threshold expectations with expenses being $155.9 million achieved while also having maintained quality of financial reporting and internal controls, resulting in a weighted performance of 200% of target. Achievement levels for the minimizing Glo Fiber construction costs were: a threshold performance of $1,392 Cost to Pass (below which no bonus would be earned), a target performance of $1,265 Cost to Pass (which represented 100% achievement toward this component), and a maximum performance of $1,139 Cost to Pass (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the third component, minimizing Glo Fiber construction costs, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded threshold expectations, with a Cost to Pass of $1,305, resulting in a performance of 68% of target. As a result of his achievement on all components, the Executive Vice President – Chief Operating Officer achieved a weighted performance of 142% of his individual performance objective.

  26. Annual Incentive Bonuses

    The individual performance objective of the Chief Financial Officer was made up of three components: 1) control deficiencies and significant deficiencies identified by auditors, weighted 35%; 2) expense reductions and maintaining quality of financial reporting and internal controls, weighted 35%; and 3) maximizing the Company’s strategic and competitive positioning, weighted 30%. Achievement levels for the control deficiencies and significant deficiencies identified by auditors were: a threshold performance of 20 control deficiencies or significant deficiencies identified by auditors (below which no bonus would be earned), a target performance of 15 control deficiencies or significant deficiencies identified by auditors (which represented 100% achievement toward this component), and a maximum performance of five control deficiencies or significant deficiencies identified by auditors (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the first component, control deficiencies and significant deficiencies identified by auditors, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded expectations, with six deficiencies identified, resulting in a performance of 190% of target. Achievement levels for expense reductions and maintaining quality of financial reporting and internal controls were based on maintaining quality of financial reporting and internal controls and actual Company expenses versus budgeted Company expenses, the latter of which had the following measurements: a threshold performance of $160.2 million in expenses (below which no bonus would be earned), a target performance of $158.1 million in expenses (which represented 100% achievement toward this component), and a maximum performance of $156.1 million in expenses (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the second component, expense reductions and maintaining quality of financial reporting and internal controls, was determined by the Compensation Committee as having exceeded threshold expectations with expenses being $155.9 million achieved while also having maintained quality of financial reporting and internal controls, resulting in a weighted performance of 200% of target. Achievement of the first component, maximizing the Company’s strategic and competitive positioning, 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. As a result of his achievement on all components, the Chief Financial Officer achieved a weighted performance of 182% of his individual performance objective. The individual performance objective for the Chief Information Officer was made up of three components: 1) maximizing the Company's strategic and competitive positioning, weighted 40%; 2) expense reductions and maintaining quality of financial reporting and internal controls, weighted 35%; and 3) minimizing information technology (IT) control deficiencies or significant deficiencies, weighted 25%. Achievement of the first component, maximizing the Company’s strategic and competitive positioning, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded expectations, resulting in a performance of 123% of target. Achievement levels for expense reductions and maintaining quality of financial reporting and internal controls were based on maintaining quality of financial reporting and internal controls and actual Company expenses versus budgeted Company expenses, the latter of which had the following measurements: a threshold performance of $160.2 million in expenses (below which no bonus would be earned), a target performance of $158.1 million in expenses (which represented 100% achievement toward this component), and a maximum performance of $156.1 million in expenses (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the second component, expense reductions and maintaining quality of financial reporting and internal controls, was determined by the Compensation Committee as having exceeded threshold expectations with expenses being $155.9, million achieved while also having maintained quality of financial reporting and internal controls, resulting in a weighted performance of 200% of target. Achievement levels for the IT control deficiencies and significant deficiencies identified by auditors were: a threshold performance of seven control deficiencies or significant deficiencies identified by auditors (below which no bonus would be earned), a target performance of five control deficiencies or significant deficiencies identified by auditors (which represented 100% achievement toward this component), and a maximum performance of 1 control deficiencies or significant deficiencies identified by auditors (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the third component, minimizing IT control deficiencies or significant deficiencies, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations, with five IT deficiencies identified, resulting in a performance of 100% of target. As a result of her achievement on all components, the Chief Information Officer achieved a weighted performance of 144% of her individual performance objective.

  27. Annual Incentive Bonuses

    The individual performance objective for the SVP-Engineering and Operations was made up of three components: 1) expense reductions and maintaining quality of financial reporting and internal controls, weighted 35%; 2) minimizing Glo Fiber construction costs, weighted 35%; and 3) maximizing the Company’s strategic and competitive positioning, weighted 30%. Achievement levels for expense reductions and maintaining quality of financial reporting and internal controls were based on maintaining quality of financial reporting and internal controls and actual Company expenses versus budgeted Company expenses, the latter of which had the following measurements: a threshold performance of $160.2 million in expenses (below which no bonus would be earned), a target performance of $158.1 million in expenses (which represented 100% achievement toward this component), and a maximum performance of $156.1 million in expenses (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the first component, expense reductions and maintaining quality of financial reporting and internal controls, was determined by the Compensation Committee as having exceeded threshold expectations with expenses being $155.9 million achieved while also having maintained quality of financial reporting and internal controls, resulting in a weighted performance of 200% of target. Achievement levels for the minimizing Glo Fiber construction costs were: a threshold performance of $1,392 Cost to Pass (below which no bonus would be earned), a target performance of $1,265 Cost to Pass (which represented 100% achievement toward this component), and a maximum performance of $1,139 Cost to Pass (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement of the second component, minimizing Glo Fiber construction costs, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded threshold expectations, with a Cost to Pass of $1,305, resulting in a performance of 68% of target. Achievement of the third component, maximizing the Company’s strategic and competitive positioning, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded expectations, resulting in a performance of 136% of target. As a result of his achievement on all components, the SVP-Engineering and Operations achieved a weighted performance of 135% of his individual performance objective. Based on these determinations and results the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, and SVP-Engineering and Operations achieved 144%, 142%, 182%, 144% and 135% of target, respectively, for their individual performance objectives. Along with the combined performance on the Company-wide objectives, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, and SVP-Engineering and Operations achieved 135, 135%, 132%, 125% and 123%, 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”), combined on a 50/50 basis since 2015 with time-vesting restricted stock units (“RSUs”). During 2022, the Company continued this historic practice with grants made in February, but, in September, the Compensation Committee, upon recommendation of the Chief Executive Officer, also established a limited-duration retention-focused addition to its long-term, equity-based incentive compensation program by approving equity grants to the Company’s executive officers (including all named executive officers except the Chief Executive Officer) in the form of performance share units that will 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 Retention PSUs”). The Strategic Retention PSUs were awarded as part of an overall retention strategy for the Company’s executive officers that the Board (including the Company’s Chief Executive Officer) believes is essential as competition for key talent in the race to build fiber networks has shifted the market upwards when it comes to the overall level of compensation, particularly with respect to long-term equity incentives, needed to retain experienced and successful management personnel. Providing executives with a greater equity stake in the Company also increases their motivation to drive the Company’s strategic growth and success and further enhances their alignment with shareholders. In February 2023, the Compensation Committee granted (or, with respect to the Chief Executive Officer, made a recommendation to the independent directors who granted) the following equity awards to our named executive officers: Christopher E. French, 43,839 time-vesting RSUs and 43,839 RTSR PSUs; Edward H. McKay, 20,924 time-vesting RSUs, 20,924 RTSR PSUs and 20,263 Strategic Retention PSUs; James J. Volk, 19,101 time-vesting RSUs, 19,101 RTSR PSUs and 4,147 Strategic Retention PSUs; Richard W. Mason, 10,870 time-vesting RSUs, 10,870 RTSR PSUs and 9,740 Strategic Retention PSUs; and Elaine M. Cheng, 10,737 time-vesting RSUs, 10,737 RTSR PSUs and 7,216 Strategic Retention PSUs. The Company expects that through 2026, it will continue to grant awards of Strategic Retention PSUs on an annual basis in February in addition to maintaining its historic practice of awarding RTSR PSUs and time-vesting RSUs in February. However, the Compensation Committee, in consultation with the Board, also intends to reassess the Strategic Retention PSU awards each year in light of the then-current and anticipated competitive landscape and the Company’s strategic priorities. The Compensation Committee may, in 2024 and in future years, determine to discontinue or recalibrate the grants of Strategic Retention PSU awards. The Strategic Retention PSUs were established in addition to the standing annual long-term, equity-based incentive compensation program comprised of equal parts RTSR PSUs and time-vesting RSUs to provide a meaningful, limited-duration incentive for senior management to remain with the Company during a critical period when the Company is strategically focused on driving growth by expanding our broadband network in order to provide service in communities that are near or adjacent to our network. This expansion strategy includes our Fiber-To-The-Home (“FTTH”) broadband service, which we offer under the Glo Fiber brand. Accordingly, the Strategic Retention PSUs granted in February 2023 have a three-year performance period through December 31, 2025 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 Passings – Number of homes and businesses passed by the Company’s fiber network 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 Capital Expenditures less the FTTH Cost To Connect Capital Expenditures divided by the Incremental FTTH Passings. “FTTH Capital Expenditures” are the cumulative capital expenditures for the measurement period as publicly reported in the Company’s quarterly earnings call deck and/or earnings call script. “FTTH Cost To Connect Capital Expenditures” are the cumulative capital expenditures for the measurement period to connect a customer to the Company’s fiber network including labor, consumer premise equipment and materials as reported in the Company’s monthly Capital Steering Committee report. “Incremental FTTH Passings” is FTTH Passings as of the end of the measurement period less the FTTH Passings as of the beginning of the measurement period. •PSU Adjusted EBITDA – This non-GAAP financial measure represents the difference between the Adjusted EBITDA and the Tower Segment Adjusted EBITDA as publicly reported in the Company’s public disclosures for the year ending December 31, 2025. The 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). The Tower Segment Adjusted EBITDA is Tower segment 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 Retention 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.

  29. Long-Term Equity-Based Compensation

    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.

  30. 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, 2023. We have omitted the columns entitled “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.

  31. Summary Compensation Table

    | | Year | Salary | Bonus (a) | Stock Awards (b) | Non-Equity Incentive Plan Comp (c) | All Other Compensation (d) | Total | | Christopher E. French President and CEO | 2023 | $689,000 | $— | $1,863,158 | $839,266 | $27,400 | $3,418,824 | | | 2022 | 684,385 | — | 1,413,938 | 692,100 | 25,700 | 2,816,123 | | | 2021 | 688,585 | — | 1,387,736 | 319,503 | 25,000 | 2,420,824 | | Edward H. McKay EVP and COO | 2023 | 411,269 | — | 1,271,430 | 388,735 | 25,567 | 2,097,001 | | | 2022 | 392,308 | — | 1,097,194 | 308,568 | 25,567 | 1,823,637 | | | 2021 | 349,039 | 130,000 | 638,260 | 138,540 | 22,877 | 1,278,716 | | James J. Volk SVP–Finance and CFO | 2023 | 409,392 | — | 890,005 | 325,279 | 27,400 | 1,652,076 | | | 2022 | 399,000 | — | 772,132 | 259,106 | 25,700 | 1,455,938 | | | 2021 | 390,000 | 137,000 | 622,261 | 118,151 | 25,000 | 1,292,412 | | Richard W. Mason SVP-Eng & Ops | 2023 | 325,000 | — | 645,671 | 199,997 | 26,000 | 1,196,669 | | | 2022 | 310,385 | — | 591,462 | 167,923 | 24,190 | 1,093,960 | | Elaine M. Cheng SVP and CIO | 2023 | 321,923 | — | 592,416 | 201,169 | 26,281 | 1,141,789 | | | 2022 | 311,538 | — | 547,188 | 156,482 | 22,871 | 1,038,079 | | | 2021 | 292,212 | 57,000 | 382,930 | 77,907 | 22,297 | 832,346 |

  32. Summary Compensation Table

    (a)Includes amounts awarded in recognition of efforts and contributions regarding the divestiture of the Company’s wireless operations and assets to T-Mobile. (b)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 year ended December 31, 2023, 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 2023 RTSR PSU grants, the grant date fair value of such awards was $1,036,354 for Mr. French, $494,643 for Mr. McKay, $451,548 for Mr. Volk, $256,967 for Mr. Mason, and $253,823 for Ms. Cheng. Assuming maximum performance level is achieved with respect to the 2023 Strategic Retention PSU grants, the grant date fair value of such awards was $382,160 for Mr. McKay, $78,212 for Mr. Volk, $183,696 for Mr. Mason, and $136,094 for Ms. Cheng. (c)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. (d)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 2023: $27,400 to Mr. French, $25,567 to Mr. McKay, $27,400 for Mr. Volk, $26,000 for Mr. Mason, and $26,281 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.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table under “2023 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 2023. All named executive officers were granted RTSR PSU awards on February 22, 2023 under the 2014 Equity Incentive Plan in the amounts reflected below in “2023 Grants of Plan-Based Awards Table”. These RTSR PSUs have a three-year performance period through December 31, 2025 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 “2023 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, 2025), 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, 2026 and no later than March 15, 2026) 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 22, 2023 under the 2014 Equity Incentive Plan in the amounts reflected below in “2023 Grants of Plan-Based Awards Table.” These RSUs vest 25% in February of each of 2024, 2025, 2026, and 2027 if the recipient remains in the continuous employ of the Company through the applicable vesting date. All named executive officers, except for the Chief Executive Officer, were also granted Strategic Retention PSUs on February 22, 2023 under the 2014 Equity Incentive Plan in the amounts reflected below in the “2023 Grants of Plan-Based Awards Table.” These Strategic Retention PSUs have a three-year performance period through December 31, 2025 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 “2023 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, 2025), 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, 2026 and no later than March 15, 2026) that the Compensation Committee makes the determination as to the Company’s performance relative to the key performance metrics.

  34. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table lists grants of plan-based awards to each of our named executive officers during 2023. 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 2023.

  35. 2023 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 (#) | | | | Christopher E. French | 2/22/2023 | — | — | — | — | — | — | — | —(a) | | | 2/22/2023 | — | — | — | 21,919 | 43,839 | 65,758 | — | 1,036,354(b) | | | 2/22/2023 | — | — | — | — | — | — | 43,839 | 826,804(c) | | | | — | 620,100 | 1,240,200 | — | — | — | — | — | | Edward H. McKay | 2/22/2023 | — | — | — | 10,132 | 15,197 | 20,263 | — | 382,160(a) | | | 2/22/2023 | — | — | — | 10,462 | 20,924 | 31,386 | — | 494,643(b) | | | 2/22/2023 | — | — | — | — | — | — | 20,924 | 394,627(c) | | | | — | 290,780 | 581,560 | — | — | — | — | — | | James J. Volk | 2/22/2023 | — | — | — | 2,074 | 3,110 | 4,147 | — | 78,212(a) | | | 2/22/2023 | — | — | — | 9,550 | 19,101 | 28,651 | — | 451,548(b) | | | 2/22/2023 | — | — | — | — | — | — | 19,101 | 360,245(c) | | | | — | 247,020 | 494,040 | — | — | — | — | — | | Richard W. Mason | 2/22/2023 | — | — | — | 4,870 | 7,305 | 9,740 | — | 183,696(a) | | | 2/22/2023 | — | — | — | 5,435 | 10,870 | 16,305 | — | 256,967(b) | | | 2/22/2023 | — | — | — | — | — | — | 10,870 | 205,008(c) | | | | — | 164,000 | 328,000 | — | — | — | — | — | | Elaine M. Cheng | 2/22/2023 | — | — | — | 3,608 | 5,412 | 7,216 | — | 136,094(a) | | | 2/22/2023 | — | — | — | 5,368 | 10,737 | 16,105 | — | 253,823(b) | | | 2/22/2023 | — | — | — | — | — | — | 10,737 | 202,500(c) | | | | — | 162,000 | 324,000 | — | — | — | — | — |

  36. 2023 Grants of Plan-Based Awards Table

    _______________________________________________________ (a)The closing stock price as of the day before the grant of the Strategic Retention PSUs, which also represents the fair value of a share of a Strategic Retention PSU, was $18.86 per share. (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 $23.64 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 $18.86 per share.

  37. 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 2023 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 2023 fiscal year-end.

  38. 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) | | Christopher E. French | 43,839(c) | 947,799 | — | — | | | 23,358(d) | 505,000 | — | — | | | 12,960(e) | 280,195 | — | — | | | 4,877(f) | 105,441 | — | — | | | — | — | 43,839(i) | 947,799 | | | — | — | 31,144(j) | 673,333 | | | — | — | 21,599(k) | 466,970 | | Edward H. McKay | 20,263(g) | 438,086 | — | — | | | 19,380(h) | 418,996 | — | — | | | 20,924(c) | 452,377 | — | — | | | 12,094(d) | 261,472 | — | — | | | 5,961(e) | 128,877 | — | — | | | 912(f) | 19,717 | — | — | | | — | — | 20,924(i) | 452,377 | | | — | — | 16,125(j) | 348,623 | | | — | — | 9,934(k) | 214,773 | | James J. Volk | 4,147(g) | 89,658 | — | — | | | 3,960(h) | 85,615 | — | — | | | 19,101(c) | 412,964 | — | — | | | 11,523(d) | 249,127 | — | — | | | 5,811(e) | 125,634 | — | — | | | 2,109(f) | 45,597 | — | — | | | — | — | 19,101(i) | 412,964 | | | — | — | 15,364(j) | 332,170 | | | — | — | 9,685(k) | 209,390 | | Richard W. Mason | 9,740(g) | 210,579 | — | — | | | 9,400(h) | 203,228 | — | — | | | 10,870(c) | 235,009 | — | — | | | 6,846(d) | 148,011 | — | — | | | 3,517(e) | 76,038 | — | — | | | 620(f) | 13,404 | — | — | | | — | — | 10,870(i) | 235,009 | | | — | — | 9,127(j) | 197,326 | | | — | — | 5,861(k) | 126,715 | | Elaine M. Cheng | 7,216(g) | 156,010 | — | — | | | 7,050(h) | 152,421 | — | — | | | 10,737(c) | 232,134 | — | — | | | 6,846(d) | 148,011 | — | — | | | 3,576(e) | 77,313 | — | — | | | 685(f) | 14,810 | — | — | | | — | — | 10,737(i) | 232,134 | | | — | — | 9,127(j) | 197,326 | | | — | — | 5,960(k) | 128,855 |

  39. 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 ($21.62) as of December 29, 2023. (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 ($21.62) on December 29, 2023. (c)The RSUs granted on February 22, 2023 vest ratably each year for four years. (d)The RSUs granted on February 22, 2022 vest ratably each year for four years. (e)The RSUs granted on September 21, 2021 vested 10% in February 2022 and 30% in February 2023 and 2024, and will vest 30% in February 2025. (f)The RSUs granted on February 25, 2020 vest ratably each year for four years. (g)The Strategic Retention PSUs granted on February 22, 2023 will fully vest in December 2025; 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 Retention PSUs granted on September 20, 2022 will fully vest in December 2024; 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 22, 2023 will vest as of December 31, 2025; 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 22, 2022 will vest as of December 31, 2024; 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. (k)The RTSR PSUs granted September 21, 2021 will vest as of August 31, 2024; 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.

  40. 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 2023 fiscal year for the named executive officers. Our named executive officers did not exercise options during the 2023 fiscal year; therefore, we have omitted the “Option Awards” columns from this table.

  41. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting | | Christopher E. French | 37,673 | $737,361 | | Edward H. McKay | 11,288 | 219,735 | | James J. Volk | 16,391 | 320,786 | | Richard W. Mason | 6,950 | 135,419 | | Elaine M. Cheng | 7,358 | 143,430 |

  42. 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 from the plan during 2023. 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.

  43. Nonqualified Deferred Compensation

    | Name | Aggregate Earnings in Last FY | Aggregate Balance at Last FY | | Christopher E. French | $401,099 | $2,290,318 | | Edward H. McKay | — | — | | James J. Volk | — | — | | Richard W. Mason | — | — | | Elaine M. Cheng | — | — |

  44. 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 related to time-vesting RSUs, RTSR PSUs and Strategic Retention 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 Retention RSUs, which will be forfeited if employment is terminated prior to vesting subject to the exceptions in connection 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 Retention PSUs vest automatically upon a change in control. The number of Strategic Retention 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 Retention PSUs, then 100% of the target number of Strategic Retention 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 Retention 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 Retention 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, 2023 and, where applicable, elected to continue COBRA coverage under the Company’s health insurance plan for 12 months (with reimbursement levels equal to the 2023 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 29, 2023, which was $21.62. 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, 2023 for Christopher E. French.

  45. 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 | $689,000 | $— | $1,309,100 | $— | $— | $— | | Healthcare continuation | 12,342 | — | 12,342 | — | — | — | | Accelerated Vesting of RSUs | — | — | 1,838,435 | 1,838,435 | — | 1,090,599 | | Accelerated Vesting of Strategic Retention PSUs | — | — | — | — | — | — | | Accelerated Vesting of RTSR PSUs | — | — | 2,088,103 | 2,088,103 | — | 1,081,554 | | Total | $701,342 | $— | $5,247,980 | $3,926,538 | $— | $2,172,153 |

  46. 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, 2023 for Edward H. McKay.

  47. 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 | $415,400 | $— | $706,180 | $— | $— | $— | | Healthcare continuation | 17,605 | — | 17,605 | — | — | — | | Accelerated Vesting of RSUs | — | — | 862,443 | 862,443 | — | 500,647 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 857,082 | 857,082 | — | 365,947 | | Accelerated Vesting of RTSR PSUs | — | — | 1,015,772 | 1,015,772 | — | 527,634 | | Total | $433,005 | $— | $3,459,082 | $2,735,297 | $— | $1,394,228 |

  48. 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, 2023 for James J. Volk.

  49. 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 | $411,700 | $— | $658,720 | $— | $— | $— | | Healthcare continuation | 12,349 | — | 12,349 | — | — | — | | Accelerated Vesting of RSUs | — | — | 833,322 | 833,322 | — | 497,186 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 175,273 | 175,273 | — | 74,818 | | Accelerated Vesting of RTSR PSUs | — | — | 954,523 | 954,523 | — | 501,004 | | Total | $424,049 | $— | $2,634,188 | $1,963,118 | $— | $1,073,008 |

  50. 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, 2023 for Richard W. Mason.

  51. 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 | $328,000 | $— | $492,000 | $— | $— | $— | | Healthcare continuation | — | — | — | — | — | — | | Accelerated Vesting of RSUs | — | — | 472,462 | 472,462 | — | 278,666 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 413,807 | 413,807 | — | 176,926 | | Accelerated Vesting of RTSR PSUs | — | — | 559,050 | 559,050 | — | 296,336 | | Total | $328,000 | $— | $1,937,319 | $1,445,319 | $— | $751,928 |

  52. 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, 2023 for Elaine M. Cheng.

  53. 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 | $324,000 | $— | $486,000 | $— | $— | $— | | Healthcare continuation | 17,609 | — | 17,609 | — | — | — | | Accelerated Vesting of RSUs | — | — | 472,268 | 472,268 | — | 279,723 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 308,431 | 308,431 | — | 132,119 | | Accelerated Vesting of RTSR PSUs | — | — | 558,315 | 558,315 | — | 297,130 | | Total | $341,609 | $— | $1,842,623 | $1,339,014 | $— | $708,972 |

  54. 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 our Chief Executive Officer for fiscal year 2023, as reported in the Summary Compensation Table included in this Proxy Statement, was $3,418,824. The annual total compensation of the median employee, excluding our Chief Executive Officer, for fiscal year 2023, was $86,029. 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 40 to 1 for fiscal year 2023. We identified the median employee by using the actual compensation paid during 2023, as reported on IRS Form W-2, to our employees as of December 31, 2023. Compensation for employees who joined the Company after January 1, 2023 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.

  55. 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 2023, see the “Compensation Discussion and Analysis” section beginning on page 20.

  56. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in thousands) | Adjusted EBITDA (in thousands) | | Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (b) | 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) | | | | 2023 | $3,418,824 | $4,013,574 | $1,521,884 | $1,922,270 | $86 | $101 | $6,519 | $90,595 | | 2022 | 2,816,123 | 2,212,185 | 1,352,904 | 966,594 | 63 | 90 | (8,379) | 75,961 | | 2021 | 2,420,824 | 1,620,948 | 1,050,218 | 810,027 | 101 | 116 | 1,003,537 | 65,726 | | 2020 | 2,875,067 | 2,548,852 | 1,173,111 | 1,107,434 | 105 | 110 | 120,659 | 55,789 |

  57. Pay Versus Performance

    _______________________________________________________ (a)The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. French, in the Summary Compensation Table ("SCT") for fiscal years 2023, 2022, 2021 and 2020. Mr. French served as CEO for each of the years presented. (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. No equity awards failed to meet the applicable vesting conditions during the applicable periods and there were therefore no related amounts subtracted.

  58. 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 ($) (ii) | Fair Value at Vesting Date of Vested Awards Granted in Current Year (iii) | Compensation Actually Paid ($) | | 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 | | 2020 | CEO | 2,875,067 | (1,316,267) | 611,535 | (26,928) | (203,387) | 608,832 | 2,548,852 | | | Other NEOs | 1,173,111 | (441,113) | 361,819 | (2,843) | (11,762) | 28,222 | 1,107,434 |

  59. 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 Retention 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. Certain non-PEO's compensation during 2020 included awards of incentive stock options. These option awards were valued using a Black-Scholes option pricing model. (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 2023, 2022, 2021 and 2020 and 100% of the time-based RSUs granted to one of the Other NEOs were considered "vested" for fiscal year 2020. (c)The dollar amounts reported are the amounts of total compensation reported for our NEOs, other than our CEO. For 2023 and 2022, reflects compensation information for Mr. McKay, Mr. Volk, Mr. Mason, and Ms. Cheng. For 2021, reflects compensation information for Mr. McKay, Mr. Volk, Ms. Cheng, and Ms. Tormey. For 2020, 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