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SHENANDOAH TELECOMMUNICATIONS COVA

For the period ended Dec 31, 2024. Filed Mar 10, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 10, 2025

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SHEN$9.65-0.7%Stored close · as of Nov 6, 2026
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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.

Year · Salary · StockAwards(a) · Non-EquityIncentivePlan Comp(b) · All OtherCompensation(c) · Total
Christopher E. FrenchPresident and CEO2024$704,900$1,771,704$841,942$28,600$3,347,146
2023689,0001,863,158839,26627,4003,418,824
2022684,3851,413,938692,10025,7002,816,123
Edward H. McKayEVP and COO2024447,4001,323,637413,28728,5082,212,832
2023411,2691,271,430388,73525,5672,097,001
2022392,3081,097,194308,56825,5671,823,637
James J. VolkSVP–Finance and CFO2024422,700856,426313,93428,6001,621,660
2023409,392890,005325,27927,4001,652,076
2022399,000772,132259,10625,7001,455,938
Richard W. MasonSVP-Eng & Ops2024336,831631,518205,31026,9471,200,606
2023325,000645,671199,99726,0001,196,668
2022310,385591,462167,92324,1901,093,960
Elaine M. ChengSVP and CIO2024331,477574,054202,04726,7481,134,326
2023321,923592,416201,16926,2811,141,789
2022311,538547,188156,48222,8711,038,079

(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.

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