SHENANDOAH TELECOMMUNICATIONS COVA

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.

(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.