DEF 14A of Shenandoah Telecommunications Co/Va/, Mar 10, 2025

DEF 14A of Shenandoah Telecommunications Co/Va/

Filed Mar 10, 2025 · FY20240001628280-25-011673

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 Victor C. Barnes, Matthew S. DeNichilo, James F. DiMola, Christopher E. French, and Michael A. Rhymes, whose terms are set to expire at the 2025 annual meeting of shareholders and who have been nominated for reelection to the Board to serve varying terms depending on the applicable class.

  2. Board of Directors

    | | | | | | Committee Memberships | | | | Name | Age | Director Since | Principal Occupation | Audit Committee Financial Expert | Audit | Compensation | Nominating & Corporate Governance | | Victor C. Barnes | 60 | 2022 | Executive Coach and Consultant | | | — | — | | Thomas A. Beckett | 57 | 2018 | SVP, GC and Secretary of American Public Education, Inc. | — | — | — | | | Matthew S. DeNichilo | 41 | 2024 | Partner, Energy Capital Partners | | | — | — | | James F. DiMola | 38 | 2024 | Managing Director, GCM Grosvenor | — | — | — | | | Tracy Fitzsimmons | 58 | 2005 | President of Shenandoah University | — | — | | | | John W. Flora | 70 | 2008 | Attorney and Shareholder of Flora Pettit PC | — | — | | | | Christopher E. French | 67 | 1996 | President and CEO of Shentel | — | — | — | — | | Richard L. Koontz, Jr. | 67 | 2006 | President of Holtzman Oil Corporation | — | — | | — | | Kenneth L. Quaglio | 66 | 2017 | Partner, Kearney, Inc. | | | — | — | | Michael A. Rhymes | 57 | 2024 | CIO of Entergy Corporation | — | | — | — | | Leigh Ann Schultz | 51 | 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 2028, 2027, and 2026

    Nominees for Election as Directors for Terms Expiring in 2028, 2027, and 2026 The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors is to be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The terms of office of the three current classes of directors expire at this annual meeting ("Class 3"), at the annual meeting of shareholders in 2026 ("Class 1") and at the annual meeting of shareholders in 2027 ("Class 2"), respectively. Upon the expiration of the term of office of each class, the nominees for such class will be elected for a term of three years to succeed the directors whose terms of office expire. The Board of Directors has nominated Victor C. Barnes, James F. DiMola and Christopher E. French for reelection as Class 3 directors with a three-year term that will expire at the annual meeting of shareholders in 2028. Mr. Barnes, Mr. DiMola and Mr. French are incumbent directors who have served on the Board of Directors since 2022, 2024 and 1996, respectively. Additionally, during 2024, the Board of Directors appointed two new directors, Michael A. Rhymes, as a class 2 director, and Matthew S. DeNichilo, as a Class 1 director, but in each case with an initial term expiring at this annual meeting of the shareholders. As a result, the Board of Directors has nominated them for reelection as directors to their respective classes with terms that will expire at the annual meeting of shareholders in 2027 for Mr. Rhymes and 2026 for Mr. DeNichilo. Mr. Rhymes and Mr. DeNichilo are incumbent directors who have each served on the Board of Directors since 2024. Biographical information regarding each of the nominees is available below under “Board and Board Committee Matters—Information About Nominees and Continuing Directors.”

  6. Director Nomination Process

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

  7. Approval of Nominees

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

  8. BOARD AND BOARD COMMITTEE MATTERS

    BOARD AND BOARD COMMITTEE MATTERS

  9. Information About Nominees and Continuing Directors

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

  10. Continuing Directors in Class 1 with Terms Expiring in 2026

    Continuing Directors in Class 1 with Terms Expiring in 2026

  11. Continuing Directors in Class 1 with Terms Expiring in 2026

    | Name | Age | Director Since | | Tracy Fitzsimmons | 58 | 2005 | | John W. Flora | 70 | 2008 | | Kenneth L. Quaglio | 66 | 2017 |

  12. Continuing Directors in Class 1 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 serves on the Governor-appointed GenEdge board which assists manufacturing, technology and engineering companies to grow; and also on the Region 8 GoVirginia board which fosters private-sector growth. 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 growing 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 has served as a Partner at the consulting firm Kearney, Inc. since 2022, where he leads the wireline segment of the Communications, Media and Technology group. From 2017 through 2022, Mr. Quaglio was CEO and President of Celerity IT, LLC (now part of Randstad Technology), a business acceleration consulting group that specializes in developing digital business solutions, including mobile applications. From 2014 through 2017, Mr. Quaglio was CEO and President of Siteworx, LLC (now part of Merkle), a leading digital marketing consultancy. From 2012 through 2014, Mr. Quaglio served as Chief Operating Officer of 3Pillar Global, Inc., a global software product development company. From 2009 through 2012 he was Partner/Principal, Advisory Services Performance Improvement for Ernst and Young, LLP. Mr. Quaglio brings to the Board significant experience, qualifications, attributes and skills, including his experience as a CEO, and his expertise in strategy, planning and execution, leadership and management, new business development, and technology services. Mr. Quaglio also serves as an audit committee financial expert.

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

    Continuing Directors in Class 2 with Terms Expiring in 2027

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

    | Name | Age | Director Since | | Thomas A. Beckett | 57 | 2018 | | Richard L. Koontz, Jr. | 67 | 2006 | | Leigh Ann Schultz | 51 | 2016 |

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

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

  16. Director Compensation

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

  17. 2024 Director Compensation Table

    2024 Director Compensation Table

  18. 2024 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | RSU Awards ($)(a) | Total ($) | | Victor C. Barnes | 67,500(c) | 129,991 | 197,491 | | Thomas A. Beckett | 62,500(c) | 129,991 | 192,491 | | James DiMola | 36,458(b) | 97,491 | 133,949 | | Matthew DeNichilo | 39,375(b) | 97,491 | 136,866 | | Tracy Fitzsimmons | 89,500(c) | 129,991 | 219,491 | | John W. Flora | 75,000 | 129,991 | 204,991 | | Richard L. Koontz, Jr. | 65,000(c) | 129,991 | 194,991 | | Kenneth L. Quaglio | 67,500(c) | 129,991 | 197,491 | | Michael Rhymes | 28,125(b) | 65,007 | 93,132 | | Leigh Ann Schultz | 80,000(c) | 129,991 | 209,991 |

  19. 2024 Director Compensation Table

    _______________________________________________________ (a)On February 13, 2024, each then serving director was awarded a grant of 6,298 restricted stock units with a fair value of $20.64 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)On July 30, 2024, Mr. DiMola, Mr. DeNichilo, and Mr. Rhymes were awarded grants of 4,751, 4,751, and 3,168 restricted stock units, respectively, with a fair value of $20.52 per share. All of such shares vest fully on February 13, 2025. (c)For 2024 service, Mr. Barnes, Mr. Beckett, Dr. Fitzsimmons, Mr. Koontz, Mr. Quaglio, and Ms. Schultz elected to receive $9,225, $3,600, $9,375, $4,500, $5,625, and $4,000, respectively, of their cash compensation in the form of unrestricted shares of common stock, which were valued at the closing price as of the last trading day of the service month.

  20. 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 2024, 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 2024, 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. 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 related to the Towers line of business, expenses relating to retirement plans mark-to-market adjustments and plan termination expenses, acquisition integration and restructuring expenses, litigation expenses and settlements resulting in income or loss greater than $500,000 per incident; and impact from changes to accounting policies which result in an individual outcome of $500,000 or more. Achievement levels for the Compensation Adjusted EBITDA Company-wide performance goal were: a threshold performance of $72.2 million (below which no bonus would be earned on this component); a target performance of $85.0 million (which represented 100% achievement toward this component); and a maximum performance of $97.7 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). The maximum performance level of $97.7 million represented 115% of budgeted Compensation Adjusted EBITDA for 2024 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 2024 was $92.1 million. Based upon these results and after considering whether any unusual items impacted the financial accomplishments in 2024, the Company’s independent directors, upon recommendation of the Compensation Committee, determined that the $85.0 million target performance had been exceeded, resulting in a 156% achievement for the financial objective. The other four Company-wide performance goals for 2024 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 23,103 net additional Glo Fiber and VATI RGUs (below which no bonus would be earned), a target performance of 28,878 net additional RGUs (which represented 100% achievement toward this component), and a maximum performance of 34,654 net additional RGUs (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2024, the Company delivered 23,259 Glo Fiber and VATI RGU Net Additions, resulting in a 3% 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 85,890 Households/Businesses Released to Sales (below which no bonus would be earned), a target performance of 107,363 Households/Businesses Released to Sales (which represented 100% achievement toward this component), and a maximum performance of 128,836 Households/Businesses Released to Sales (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2024, the Company delivered 102,376 Glo Fiber Households/Businesses Released to Sales, resulting in a 77% achievement for this portion of the Company-wide objectives. The Incumbent Cable Residential and SMB Revenue component represented 1.5% of the total target bonus for the Chief Executive Officer and the Chief Operating Officer, and 3% of the total target bonus for each of the Chief Financial

  21. Annual Incentive Bonuses

    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 $163.4 million (below which no bonus would be earned), a target performance of $170.2 million (which represented 100% achievement toward this component), and a maximum performance of $177.0 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2024, the Incumbent Cable Residential and SMB Revenue was $171.7 million, resulting in a 122% 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 $311,815 (below which no bonus would be earned), a target performance of $389,769 (which represented 100% achievement toward this component), and a maximum performance of $467,723 (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). In 2024, the Commercial Fiber Sales Bookings was $361,684, resulting in a 64% achievement for this portion of the Company-wide objectives. For 2024, individual performance objectives represented 20% of the total potential achievement toward the incentive bonuses of each of the named executive officers. Each of our named executive officers had different individual performance objectives based on their roles, but each depended in part on the achievement of an integration objective (the "Horizon Integration Objective") based on timely completion of ERP, Billing and Payroll Systems integrations and savings against the Integration Budget; and achievement of a financial objective (the “Horizon Financial Objective”) based on Horizon Compensation Adjusted EBITDA. Achievement levels for the Horizon Systems Integration were: a threshold performance of ERP, Billing and Payroll Systems integrations completed on February 2, 2025, (after which no bonus would be earned), a target performance of ERP, Billing and Payroll Systems integrations completed by January 1, 2025 (which represented 100% achievement toward this component), and a maximum performance of ERP, Billing and Payroll Systems integrations completed by January 1, 2025 and at 90% or below of the Integration Budget (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Horizon Compensation Adjusted EBITDA used in the context of the Horizon Financial Objective is functionally the same as Compensation Adjusted EBITDA used in the context of the Company-wide performance goals, and excludes accrued expenses for the current year’s incentive plan, expenses relating to retirement plans mark-to-market adjustments and plan termination expenses, acquisition integration and restructuring expenses, litigation expenses and settlements resulting in income or loss greater than $100,000 per incident; and impact from changes to accounting policies which result in an individual outcome of $100,000 or more. It removes reference to revenue or expenses from services related to the Towers line of business as this was not a related aspect of the Horizon Financial Objective. Achievement levels for Horizon Compensation Adjusted EBITDA with respect to the Horizon Financial Objective performance goal were: a threshold performance of $9.6 million (below which no bonus would be earned on this component); a target performance of $11.3 million (which represented 100% achievement toward this component); and a maximum performance of $13.0 million (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). The maximum performance level of $13.0 million represented 115% of budgeted Horizon Compensation Adjusted EBITDA for 2024 and was viewed when set as an aspirational goal, the attainment of which would reflect particularly high achievement. The individual performance objective of the Chief Executive Officer was made up of three components: 1) Horizon Systems Integrations, weighted 50%; 2) Horizon Financial Objective, weighted 30%; and 3) executive succession planning, weighted 20%. Achievement of the first component, Horizon Systems Integrations, was determined by the Compensation Committee as having met expectations with all ERP, Billing and Payroll Systems integrations successfully being implemented by January 1, 2025, but above 100% of the Integration Budget, resulting in a performance of 100% of target. Achievement of the second component, Horizon Financial Objective, was determined by the Compensation Committee as having met threshold expectations, resulting in a weighted performance of 63% of target. Achievement of the third component, executive succession planning, was determined by the Compensation Committee as having met expectations, resulting in a performance of 100% of target. As a result of his achievement on all components with respect to those goals, the Compensation Committee determined, and the Board of Directors approved, that the Chief Executive Officer achieved a combined weighted performance of 89% of his individual performance objective. The individual performance objective of the Executive Vice President – Chief Operating Officer was made up of two components: 1) Horizon Systems Integrations, weighted 60%; and 2) Horizon Financial Objective, weighted 40%. Achievement of the first component, Horizon Systems Integrations, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations with all ERP, Billing and Payroll Systems integrations successfully being implemented by January 1, 2025, but above 100% of the Integration Budget, resulting in a performance of 100% of target. Achievement of the second component, Horizon Financial Objective, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met threshold expectations, resulting in a weighted performance of 63% of target. As a result of his achievement on all components, the Executive Vice President – Chief Operating Officer achieved a weighted performance of 85% of his individual performance objective.

  22. Annual Incentive Bonuses

    The individual performance objective of the Chief Financial Officer was made up of three components: 1) Horizon Systems Integrations, weighted 50%; 2) Horizon Financial Objective, weighted 35%; and 3) Proper Accounting related to the Horizon acquisition, issuance of preferred equity and sale of the Tower portfolio, weighted 15%. Achievement of the first component, Horizon Systems Integrations, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations with all ERP, Billing and Payroll Systems integrations successfully being implemented by January 1, 2025, but above 100% of the Integration Budget, resulting in a performance of 100% of target. Achievement of the second component, Horizon Financial Objective, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met threshold expectations, resulting in a weighted performance of 63% of target. Achievement levels for the Proper Accounting objective were: a threshold performance of Out of Period Adjustments > $6M (greater than would result in no bonus earned), a target performance of Out of Period Adjustments <$4M (which represented 100% achievement toward this component), and a maximum of No Out of Period Adjustments (which represented 200% achievement, and beyond which no additional bonus would be earned on this component). Achievement levels for the third component, Proper Accounting objective, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having exceeded expectations, with Out of Period Adjustments of $1.5M, 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 94% of his individual performance objective. The individual performance objective for the Chief Information Officer was made up of two components: 1) Horizon Systems Integrations, weighted 60%; and 2) Horizon Financial Objective, weighted 40%. Achievement of the first component, Horizon Systems Integrations, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations with all ERP, Billing and Payroll Systems integrations successfully being implemented by January 1, 2025, but above 100% of the Integration Budget, resulting in a performance of 100% of target. Achievement of the second component, Horizon Financial Objective, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met threshold expectations, resulting in a weighted performance of 63% of target. As a result of her achievement on all components, the Chief Information Officer achieved a weighted performance of 85% of her individual performance objective. The individual performance objective for the SVP-Engineering and Operations was made up of two components: 1) Horizon Systems Integrations, weighted 60%; and 2) Horizon Financial Objective, weighted 40%. Achievement of the first component, Horizon Systems Integrations, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met expectations with all ERP, Billing and Payroll Systems integrations successfully being implemented by January 1, 2025, but above 100% of the Integration Budget, resulting in a performance of 100% of target. Achievement of the second component, Horizon Financial Objective, was determined by the Compensation Committee based on the assessment of the Chief Executive Officer as having met threshold expectations, resulting in a weighted performance of 63% of target. As a result of his achievement on all components, the SVP-Engineering and Operations achieved a weighted performance of 85% 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 89%, 85%, 94%, 85% and 85% 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 133%, 132%, 124%, 122% and 122%, respectively, of their total targeted bonus.

  23. 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 2024, 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, 41,260 time-vesting RSUs and 41,260 RTSR PSUs; Edward H. McKay, 21,034 time-vesting RSUs, 21,034 RTSR PSUs and 20,370 Strategic Retention PSUs; James J. Volk, 18,060 time-vesting RSUs, 18,060 RTSR PSUs and 3,921 Strategic Retention PSUs; Richard W. Mason, 10,280 time-vesting RSUs, 10,280 RTSR PSUs and 9,210 Strategic Retention PSUs; and Elaine M. Cheng, 10,105 time-vesting RSUs, 10,105 RTSR PSUs and 6,790 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 2025 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 2024 have a three-year performance period through December 31, 2026 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, 2026. 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 32 of this proxy statement.

  24. 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.

  25. 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, 2024. We have omitted the columns entitled “Bonus Option Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because our named executive officers did not receive option awards or above market earnings on deferred compensation during the years presented.

  26. Summary Compensation Table

    | | Year | Salary | Stock Awards (a) | Non-Equity Incentive Plan Comp (b) | All Other Compensation (c) | Total | | Christopher E. French President and CEO | 2024 | $704,900 | $1,771,704 | $841,942 | $28,600 | $3,347,146 | | | 2023 | 689,000 | 1,863,158 | 839,266 | 27,400 | 3,418,824 | | | 2022 | 684,385 | 1,413,938 | 692,100 | 25,700 | 2,816,123 | | Edward H. McKay EVP and COO | 2024 | 447,400 | 1,323,637 | 413,287 | 28,508 | 2,212,832 | | | 2023 | 411,269 | 1,271,430 | 388,735 | 25,567 | 2,097,001 | | | 2022 | 392,308 | 1,097,194 | 308,568 | 25,567 | 1,823,637 | | James J. Volk SVP–Finance and CFO | 2024 | 422,700 | 856,426 | 313,934 | 28,600 | 1,621,660 | | | 2023 | 409,392 | 890,005 | 325,279 | 27,400 | 1,652,076 | | | 2022 | 399,000 | 772,132 | 259,106 | 25,700 | 1,455,938 | | Richard W. Mason SVP-Eng & Ops | 2024 | 336,831 | 631,518 | 205,310 | 26,947 | 1,200,606 | | | 2023 | 325,000 | 645,671 | 199,997 | 26,000 | 1,196,668 | | | 2022 | 310,385 | 591,462 | 167,923 | 24,190 | 1,093,960 | | Elaine M. Cheng SVP and CIO | 2024 | 331,477 | 574,054 | 202,047 | 26,748 | 1,134,326 | | | 2023 | 321,923 | 592,416 | 201,169 | 26,281 | 1,141,789 | | | 2022 | 311,538 | 547,188 | 156,482 | 22,871 | 1,038,079 |

  27. Summary Compensation Table

    (a)For all periods shown, amounts represent aggregate grant date fair values for awards of share-based compensation determined pursuant to Financial Accounting Standards Board (“FASB”) Codification Topic 718. See Note 12, Stock Compensation, Earnings per Share, and Dividends, included with the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 2024 RTSR PSU grants, the grant date fair value of such awards was $920,098 for Mr. French, $469,058 for Mr. McKay, $402,738 for Mr. Volk, $229,244 for Mr. Mason, and $225,342 for Ms. Cheng. Assuming maximum performance level is achieved with respect to the 2024 Strategic Retention PSU grants, the grant date fair value of such awards was $420,437 for Mr. McKay, $80,929 for Mr. Volk, $190,094 for Mr. Mason, and $140,146 for Ms. Cheng. (b)Amounts for annual incentive bonuses each year were earned for performance in that year and were paid in the first fiscal quarter of the following year. (c)Amounts for all years include employer and matching contributions to the Company’s 401(k) plan and employer contributions to health savings accounts for each named executive officer. The tax-deferred 401(k) and health savings accounts contributions for the Company’s named executive officers were as follows for 2024: $28,600 to Mr. French, $28,508 to Mr. McKay, $28,600 for Mr. Volk, $26,947 for Mr. Mason, and $26,748 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.

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table under “2024 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 2024. All named executive officers were granted RTSR PSU awards on February 13, 2024 under the 2014 Equity Incentive Plan in the amounts reflected below in “2024 Grants of Plan-Based Awards Table”. These RTSR PSUs have a three-year performance period through December 31, 2026 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 “2024 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, 2026), 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, 2027 and no later than March 15, 2027) 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 13, 2024 under the 2014 Equity Incentive Plan in the amounts reflected below in “2024 Grants of Plan-Based Awards Table.” These RSUs vest 25% in February of each of 2025, 2026, 2027, and 2028 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 13, 2024 under the 2014 Equity Incentive Plan in the amounts reflected below in the “2024 Grants of Plan-Based Awards Table.” These Strategic Retention PSUs have a three-year performance period through December 31, 2026 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 “2024 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, 2026), 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, 2027 and no later than March 15, 2027) that the Compensation Committee makes the determination as to the Company’s performance relative to the key performance metrics.

  29. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table lists grants of plan-based awards to each of our named executive officers during 2024. 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 2024.

  30. 2024 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 | 2/13/2024 | — | — | — | — | — | — | — | —(a) | | | 2/13/2024 | — | — | — | 20,630 | 41,260 | 61,890 | — | 920,098(b) | | | 2/13/2024 | — | — | — | — | — | — | 41,260 | 851,606(c) | | | | — | 638,703 | 1,277,406 | — | — | — | — | — | | Edward H. McKay | 2/13/2024 | — | — | — | 10,185 | 15,278 | 20,370 | — | 420,437(a) | | | 2/13/2024 | — | — | — | 10,517 | 21,034 | 31,551 | — | 469,058(b) | | | 2/13/2024 | — | — | — | — | — | — | 21,034 | 434,142(c) | | | | — | 319,900 | 639,800 | — | — | — | — | — | | James J. Volk | 2/13/2024 | — | — | — | 1,961 | 2,941 | 3,921 | — | 80,929(a) | | | 2/13/2024 | — | — | — | 9,030 | 18,060 | 27,090 | — | 402,738(b) | | | 2/13/2024 | — | — | — | — | — | — | 18,060 | 372,758(c) | | | | — | 255,600 | 511,200 | — | — | — | — | — | | Richard W. Mason | 2/13/2024 | — | — | — | 4,605 | 6,908 | 9,210 | — | 190,094(a) | | | 2/13/2024 | — | — | — | 5,140 | 10,280 | 15,420 | — | 229,244(b) | | | 2/13/2024 | — | — | — | — | — | — | 10,280 | 212,179(c) | | | | — | 169,740 | 339,480 | — | — | — | — | — | | Elaine M. Cheng | 2/13/2024 | — | — | — | 3,395 | 5,093 | 6,790 | — | 140,146(a) | | | 2/13/2024 | — | — | — | 5,052 | 10,105 | 15,157 | — | 225,342(b) | | | 2/13/2024 | — | — | — | — | — | — | 10,105 | 208,567(c) | | | | — | 166,860 | 333,720 | — | — | — | — | — |

  31. 2024 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 $20.64 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 $22.30 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 $20.64 per share.

  32. 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 2024 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 2024 fiscal year-end.

  33. 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 | 41,260(c) | 520,289 | — | — | | | 32,880(d) | 414,617 | — | — | | | 15,572(e) | 196,363 | — | — | | | 6,480(f) | 81,713 | — | — | | | — | — | 41,260(i) | 520,289 | | | — | — | 43,839(j) | 552,810 | | Edward H. McKay | 20,370(g) | 256,866 | — | — | | | 20,263(h) | 255,516 | — | — | | | 21,034(c) | 265,239 | — | — | | | 15,693(d) | 197,889 | — | — | | | 8,063(e) | 101,674 | — | — | | | 2,981(f) | 37,590 | — | — | | | — | — | 21,034(i) | 265,239 | | | — | — | 20,924(j) | 263,852 | | James J. Volk | 3,921(g) | 49,444 | — | — | | | 4,147(h) | 52,294 | — | — | | | 18,060(c) | 227,737 | — | — | | | 14,326(d) | 180,651 | — | — | | | 7,682(e) | 96,870 | — | — | | | 2,906(f) | 36,645 | — | — | | | — | — | 18,060(i) | 227,737 | | | — | — | 19,101(j) | 240,864 | | Richard W. Mason | 9,210(g) | 116,138 | — | — | | | 9,740(h) | 122,821 | — | — | | | 10,280(c) | 129,631 | — | — | | | 8,153(d) | 102,809 | — | — | | | 4,564(e) | 57,552 | — | — | | | 1,759(f) | 22,181 | — | — | | | — | — | 10,280(i) | 129,631 | | | — | — | 10,870(j) | 137,071 | | Elaine M. Cheng | 6,790(g) | 85,622 | — | — | | | 7,216(h) | 90,994 | — | — | | | 10,105(c) | 127,424 | — | — | | | 8,053(d) | 101,548 | — | — | | | 4,564(e) | 57,552 | — | — | | | 1,788(f) | 22,547 | — | — | | | — | — | 10,105(i) | 127,424 | | | — | — | 10,737(j) | 135,394 |

  34. 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 ($12.61) as of December 31, 2024. (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 ($12.61) on December 31, 2024. (c)The RSUs granted on February 13, 2024 vest ratably each year for four years. (d)The RSUs granted on February 22, 2023 vest ratably each year for four years. (e)The RSUs granted on February 22, 2022 vest ratably each year for four years. (f)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. (g)The Strategic Retention PSUs granted on February 13, 2024 will fully vest in December 2026; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s performance relative to certain performance conditions. The table above represents payout at the target amount for these performance-based awards (which is the maximum amount that can be awarded). (h)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). (i)The RTSR PSUs granted February 13, 2024 will vest as of December 31, 2026; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s stock price performance relative to the peer group. The table above represents payout at the target amount for these performance-based awards. (j)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.

  35. 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 2024 fiscal year for the named executive officers. Our named executive officers did not exercise options during the 2024 fiscal year; therefore, we have omitted the “Option Awards” columns from this table.

  36. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting | | Christopher E. French | 41,883 | $746,654 | | Edward H. McKay | 18,570 | 327,000 | | James J. Volk | 18,913 | 334,810 | | Richard W. Mason | 10,575 | 185,274 | | Elaine M. Cheng | 10,689 | 187,118 |

  37. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In March 2007, effective January 1, 2007, the Company amended the Executive Supplemental Retirement Plan to convert it from a defined benefit plan to a defined contribution plan. The Company discontinued contributions to the plan and closed the plan to new participants effective June 2010. Participants are not permitted to make contributions to the plan, and there were no withdrawals or distributions from the plan during 2024. 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.

  38. Nonqualified Deferred Compensation

    | Name | Aggregate Earnings in Last FY | Aggregate Balance at Last FY | | Christopher E. French | $379,665 | $2,669,983 | | Edward H. McKay | — | — | | James J. Volk | — | — | | Richard W. Mason | — | — | | Elaine M. Cheng | — | — |

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As discussed in the section above titled “Severance Arrangements with Our Named Executive Officers,” the Company is required to pay or provide certain compensation and benefits to each of the named executive officers in the event of certain terminations of employment or a change in control of the Company. In addition to such compensation and benefits, our named executive officers are eligible (i) to receive lump-sum distributions of their vested accumulated benefits under the Executive Supplemental Retirement Plan upon termination of employment, whether by resignation, change of control, severance, retirement, or other reason and (ii) for accelerated vesting of certain equity awards upon certain terminations of employment or a change in control of the Company. Pursuant to the equity award agreements under the 2014 Equity Incentive Plan and 2024 Equity Incentive Plan related to time-vesting RSUs, RTSR PSUs and Strategic 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 with death or disability and change in control described above and below. •Change in Control. In the event a change in control occurs during their respective vesting periods, certain equity awards provide for accelerated vesting. Unless the surviving entity in a change in control substitutes the awards with a grant of equivalent value, the time-vesting RSU awards vest automatically upon a change in control. With respect to RTSR PSU awards, the named executive officer will be entitled to compensation equal to the lesser of the maximum payout for such award or the fair market value of the earned shares on the date of the change of control. Unless the surviving entity in a change in control substitutes the awards with a grant of equivalent value, 100% of the target number of Strategic 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, 2024 and, where applicable, elected to continue COBRA coverage under the Company’s health insurance plan for 12 months (with reimbursement levels equal to the 2024 Company-paid portion of the officer’s health insurance premium); the value of the accelerated vesting is based on the closing price of our common stock as reported on Nasdaq on December 31, 2024, which was $12.61. 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, 2024 for Christopher E. French.

  40. 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 | $709,670 | $— | $1,348,373 | $— | $— | $— | | Healthcare continuation | 12,342 | — | 12,342 | — | — | — | | Accelerated Vesting of RSUs | — | — | 1,212,982 | 1,212,982 | — | 760,370 | | Accelerated Vesting of Strategic Retention PSUs | — | — | — | — | — | — | | Accelerated Vesting of RTSR PSUs | — | — | 1,073,099 | 1,073,099 | — | 518,605 | | Total | $722,012 | $— | $3,646,796 | $2,286,081 | $— | $1,278,975 |

  41. 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, 2024 for Edward H. McKay.

  42. 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 | $457,000 | $— | $776,900 | $— | $— | $— | | Healthcare continuation | 17,605 | — | 17,605 | — | — | — | | Accelerated Vesting of RSUs | — | — | 602,392 | 602,392 | — | 376,000 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 512,382 | 512,382 | — | 244,720 | | Accelerated Vesting of RTSR PSUs | — | — | 529,091 | 529,091 | — | 252,701 | | Total | $474,605 | $— | $2,438,370 | $1,643,865 | $— | $873,421 |

  43. 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, 2024 for James J. Volk.

  44. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $426,000 | $— | $681,600 | $— | $— | $— | | Healthcare continuation | 12,349 | — | 12,349 | — | — | — | | Accelerated Vesting of RSUs | — | — | 541,903 | 541,903 | — | 342,191 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 101,738 | 101,738 | — | 49,127 | | Accelerated Vesting of RTSR PSUs | — | — | 468,601 | 468,601 | — | 226,279 | | Total | $438,349 | $— | $1,806,191 | $1,112,242 | $— | $617,598 |

  45. Potential Payments Upon Termination or Change in Control

    The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2024 for Richard W. Mason.

  46. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $339,480 | $— | $509,220 | $— | $— | $— | | Healthcare continuation | — | — | — | — | — | — | | Accelerated Vesting of RSUs | — | — | 312,173 | 312,173 | — | 198,040 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 238,959 | 238,959 | — | 115,388 | | Accelerated Vesting of RTSR PSUs | — | — | 266,702 | 266,702 | — | 128,780 | | Total | $339,480 | $— | $1,327,054 | $817,834 | $— | $442,208 |

  47. Potential Payments Upon Termination or Change in Control

    The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2024 for Elaine M. Cheng.

  48. Potential Payments Upon Termination or Change in Control

    | Type of Payment | Termination without Cause prior to a Change in Control | Resignation for Good Reason prior to a Change in Control | Termination without Cause or Resignation for Good Reason after a Change in Control | Change in Control with no Termination | Termination with Cause or Resignation without Good Reason | Death or Disability | | Severance Benefit | $333,720 | $— | $500,580 | $— | $— | $— | | Healthcare continuation | 17,609 | — | 17,609 | — | — | — | | Accelerated Vesting of RSUs | — | — | 309,071 | 309,071 | — | 196,514 | | Accelerated Vesting of Strategic Retention PSUs | — | — | 176,616 | 176,616 | — | 85,358 | | Accelerated Vesting of RTSR PSUs | — | — | 262,818 | 262,818 | — | 127,015 | | Total | $351,329 | $— | $1,266,694 | $748,505 | $— | $408,886 |

  49. 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 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $3,347,146. The annual total compensation of the median employee, excluding our Chief Executive Officer, for fiscal year 2024, was $65,580. 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 51 to 1 for fiscal year 2024. We identified the median employee by using the actual compensation paid during 2024, as reported on IRS Form W-2, to our employees as of December 31, 2024. Compensation for employees who joined the Company after January 1, 2024 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.

  50. 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 2024, see the “Compensation Discussion and Analysis” section beginning on page 22.

  51. 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) | | | | 2024 | 3,347,146 | 941,228 | 1,542,356 | 64,797 | 51 | 123 | 193,817 | 94,590 | | 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 |

  52. 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 2024, 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.

  53. Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total ($) | Subtract Stock Awards ($) (i) | Add Year-End Equity Value ($) (ii) | Change in Value of Prior Equity Awards ($) (ii) | Add Change in Value of Vested Equity Awards ($) (ii) | Fair Value at Vesting Date of Vested Awards Granted in Current Year (iii) | Deduction of Fair Value of Awards Granted Prior to the Current Year that were Forfeited during the current year (iv) | Compensation Actually Paid ($) | | 2024 | CEO | 3,347,146 | (1,771,704) | 357,724 | (732,111) | (109,337) | 851,606 | (1,002,096) | 941,228 | | | Other NEOs | 1,542,356 | (846,409) | 443,446 | (530,766) | (73,236) | — | (470,594) | 64,797 | | 2023 | CEO | 3,418,824 | (1,863,158) | 1,181,899 | 449,205 | — | 826,804 | — | 4,013,574 | | | Other NEOs | 1,521,884 | (849,881) | 972,104 | 252,686 | 25,477 | - | — | 1,922,270 | | 2022 | CEO | 2,816,123 | (1,413,938) | 504,221 | (270,438) | (95,559) | 671,776 | — | 2,212,185 | | | Other NEOs | 1,352,904 | (751,994) | 556,781 | (161,302) | (29,795) | - | — | 966,594 | | 2021 | CEO | 2,420,824 | (1,387,736) | 583,623 | (503,285) | (144,768) | 652,290 | — | 1,620,948 | | | Other NEOs | 1,050,218 | (488,300) | 399,158 | (126,310) | (24,739) | - | — | 810,027 | | 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 |

  54. 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 2024, 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. (iv)In 2024, RTSR PSUs granted September 21, 2021, RTSR PSUs granted February 22, 2022 and Strategic Retention PSUs granted on September 20, 2022 failed to meet all performance conditions, resulting in vesting of less than 100% and forfeiture of a portion of the related awards. (c)The dollar amounts reported are the amounts of total compensation reported for our NEOs, other than our CEO. For 2024, 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