Mark Radabaugh

About Mark Radabaugh

Mark Radabaugh, age 60, is President of Amplex Electric, Inc., an OMCC-controlled broadband subsidiary, and joined OMCC on June 15, 2024 in connection with OMCC’s acquisition of Amplex; he holds a B.S. in Electrical Engineering from Wilkes College and has served as Amplex’s Lead Engineer since 1997, Vice President from 2000–2014, and President since 2014 . Under OMCC’s “pay-for-performance” framework, FY2025 company pay-versus-performance disclosure shows cumulative TSR value of $89.32 for a $100 initial investment versus $63.95 in FY2024 and $58.16 in FY2023, while net income trended from a loss of $34.10 million in FY2023 to a loss of $20.80 million in FY2024 and a loss of $5.15 million in FY2025 (TSR from proxy; net income from S&P Global)* .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• OMCC disclosed no non-discretionary performance bonus plan metrics for Radabaugh in FY2025; the Compensation Committee retained sole discretion to pay bonuses per employment agreements .
• As of March 31, 2025, none of the Named Executive Officers, including Radabaugh, held outstanding stock or option awards .

Equity Ownership & Alignment

Employment Terms

• Role and Start: President of Amplex; employment effective June 15, 2024 .
• Term: Initial term through June 15, 2026; auto-renews for successive 12-month periods unless either party gives 60-days’ notice of non-renewal .
• Base Salary & Bonus Eligibility: Base $170,032 per year; eligible for discretionary bonuses and participation in OMCC’s quarterly bonus program .
• Severance (Without Cause or Good Reason triggers): If terminated by Company other than for cause, or by Radabaugh upon defined conditions (title reduction, salary reduction, relocation >50 miles, material breach), severance equals unpaid base, pro-rated quarterly bonus through termination date, earned vacation, unreimbursed expenses, plus six months of base salary (subject to a release) .
• Non-Compete/Non-Solicit: 12 months post-term; geographic scope includes Ohio and Michigan and other OMCC operating locations; covers competitive broadband/fixed-wireless activity, employee solicitation, customer solicitation, supplier interference (with reasonable carve-outs) .
• Change-of-Control (Equity Plans): OMCC’s Omnibus Incentive Plan provides double-trigger acceleration if awards are assumed/substituted and employment is terminated within one year post-CoC; immediate vesting if awards are not assumed (restricted stock vests; performance shares earned at target prorated; options vested/cash-out as applicable). Performance Unit Program converts to time-vested restricted stock of acquirer and accelerates upon termination without cause/with good reason within 24 months post-CoC; if not assumed, accelerates at target or actual performance depending on timing .
• Clawback: OMCC maintains a clawback policy compliant with NASDAQ Rule 10D-1 for recovery of erroneously awarded incentive-based compensation upon accounting restatement .

Related Party Transactions (Alignment and Red Flags)

Audit Committee reviews, approves, and monitors related party transactions to ensure fairness and alignment with stockholder interests .

Company Performance Context (for Pay-Alignment)

Additional quarterly detail: Amplex contributed $2.968 million of revenue and $0.261 million of net income in Q3 FY2025, with OMCC reporting a net loss attributable to common shareholders of $0.124 million for the quarter (and a $4.115 million net loss for the nine months), illustrating early-stage investment drag and fiber build-out economics .

Investment Implications

• Compensation alignment: Radabaugh’s FY2025 pay is predominantly fixed cash with a small discretionary bonus, and no equity awards outstanding; alignment to shareholder value is primarily through his significant private stake in Amplex Holdings and the put/call structure rather than direct OMCC equity .
• Retention and selling pressure: Severance is modest (six months base) with standard restrictive covenants, reducing retention risk; the 2029–2039 put right could create future liquidity demands on OMCC and, depending on funding, potential indirect selling pressure or dilution at the holding-company level .
• Governance and conflicts: Multiple related-party leases with entities he controls are long-dated and material; the Audit Committee oversight mitigates but does not eliminate conflict risk—investors should monitor rent CPI adjustments, renewal decisions, and lease performance relative to market .
• Performance trajectory: Company TSR improved in FY2025 versus prior years while losses narrowed materially; as fiber deployment scales and RUS loan capital is deployed, execution at Amplex is the key lever—bonus metrics are not disclosed, limiting transparency on pay-for-performance calibration .
• Hedging/pledging risk: Hedging is prohibited by policy; no pledging disclosures for Radabaugh—this supports alignment, though direct OMCC ownership is small (15,282 shares, <1%) .

Focus monitoring on: (1) Amplex financial KPIs (subscriber adds, fiber passings, Adjusted EBITDA as defined in Stockholders Agreement), (2) any initiation of equity awards to Radabaugh under OMCC’s Omnibus Incentive Plan (which could introduce double-trigger acceleration dynamics), and (3) evolution of the put/call valuation inputs and OMCC’s funding plan for potential exercises .