Independent
Tenure on this board
2.1 yrs
3 nominees · 3 ballot items.
Election of three directors; Ratification of independent registered public accounting firm; Advisory (non-binding) vote to approve named executive officer compensation.
Elect three nominees (Matthew S. DeNichilo, Kenneth L. Quaglio, Michael A. Rhymes) as Class 1 directors for three-year terms expiring in 2029.
Ratify the Audit Committee’s selection of RSM US LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this vote to obtain shareholder feedback on its compensation philosophy and practices, which emphasize alignment of pay with performance, retention, and long-term value creation through a mix of base salary, annual incentives tied to financial, operational and individual goals, and long-term equity awards (RTSR PSUs, Strategic PSUs, and RSUs). The Compensation Committee and independent directors retained external consultants and set targets and performance metrics (e.g., Compensation Adjusted EBITDA, FTTH & Subsidy passings, Cost to Pass) intended to align pay with strategic priorities such as Glo Fiber expansion and EBITDA improvement; they also maintain clawback/recoupment policies and stock ownership guidelines. Historically, Shentel received strong shareholder support on say-on-pay votes (98% in 2023 and 2025, 96% in 2024), which the board cites in maintaining program design. The board recommends a “FOR” vote and argues the program is structured to attract and retain talent while aligning interests with shareholders; however, because the vote is advisory, the board will consider the outcome but is not bound to act. Key contextual considerations for evaluating this proposal include significant recent leadership transition (CEO and Executive Chairman roles), robust equity-based long-term incentives tied to fiber expansion (which can be capital intensive), potential dilution from equity grants, and change-in-control and severance provisions that could accelerate awards. Analysts should weigh the balance between incentivizing growth in fiber deployment (which supports long-term value) and near-term cash/EBITDA impacts, as well as governance features such as majority voting for directors, independent oversight of compensation, and historical shareholder support when assessing the merits of management’s approach.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.19% | 5,083,714 | $78M |
| 2 | GCM Grosvenor Holdings, LLC | 7.44% | 4,116,050 | $63M |
| 3 | ECP ControlCo, LLC | 6.25% | 3,457,105 | $53M |
| 4 | SOUTHEASTERN ASSET MANAGEMENT INC/TN/Activist | 5.31% | 2,935,927 | $45M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.35% | 2,405,995 | $37M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 2,179,012 | $34M |
| 7 | STATE STREET CORP | 3.54% | 1,959,442 | $30M |
| 8 | BlackRock, Inc. | 2.36% | 1,306,427 | $20M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.16% | 1,193,209 | $18M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.13% | 1,180,953 | $18M |
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