Christopher E. French
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Christopher E. French
Christopher E. French (age 67) is Shenandoah Telecommunications’ longstanding leader, serving as President & CEO since 1988 and Chairman since 1996; effective September 1, 2025 he transitioned to Executive Chairman, with Ed McKay appointed President & CEO . He holds a BS in Electrical Engineering and an MBA from the University of Virginia and has led Shentel through major strategic shifts including the Horizon acquisition and the sale of the towers portfolio . Company performance in 2024 included revenue of ~$328.1M (+22% YoY) and adjusted EBITDA of ~$94.6M, with synergy run-rate from the Horizon integration increased to $13.8M and record fiber construction and net additions; management guided capital intensity peaking and declining after 2026 . As Chairman/CEO historically and now Executive Chairman, the Board operates with a Lead Independent Director and fully independent committees to mitigate dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Shenandoah Telecommunications (Shentel) | President & CEO | Since 1988 | Led transformation toward fiber-first growth; executed Horizon acquisition and tower portfolio divestiture . |
| Shentel | Chairman of the Board | Since 1996 | Oversaw governance, unified leadership with Lead Independent Director providing counter-balance . |
| Shentel | Executive Vice President; Vice President – Network Service (prior to CEO) | Pre‑1988 | Built engineering and operations foundation for later fiber expansion . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First National Corporation | Director | Until May 2018 | Added public company board experience and financial oversight credentials . |
| OPASTCO; USTelecom | Board member/Leadership Committee | Not disclosed | Industry advocacy/insight; telecom policy engagement . |
Fixed Compensation
- CEO compensation governance: Independent directors determine CEO pay upon Compensation Committee recommendation; others set by the Compensation Committee .
- Executive Chairman compensation (effective 9/1/2025): Base salary $450,000; target annual incentive 80% of base; severance agreement unchanged .
- Prior CEO target bonus framework (2024): CEO target bonus 90% of base; annual incentive capped at 200% of target .
2022–2024 CEO compensation (Summary Compensation Table):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $684,385 | $689,000 | $704,900 |
| Stock Awards ($) | $1,413,938 | $1,863,158 | $1,771,704 |
| Non-Equity Incentive Plan Comp ($) | $692,100 | $839,266 | $841,942 |
| All Other Compensation ($) | $25,700 | $27,400 | $28,600 |
| Total ($) | $2,816,123 | $3,418,824 | $3,347,146 |
Director compensation: Only non-employee directors receive retainers and RSUs; committees are fully independent (French is management director) .
Performance Compensation
Equity program structure and grants:
- Long-term equity mix: 50% time-vesting RSUs + 50% Relative TSR PSUs (RTSR); added Strategic Retention PSUs in 2023–2024 for senior management (not granted to CEO in 2024) .
- 2024 CEO grants (Feb 13, 2024): 41,260 RSUs (vesting 25% in Feb 2025–2028) and 41,260 RTSR PSUs (3-year performance period through Dec 31, 2026) .
2024 Annual Incentive design and outcomes (CEO):
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Compensation Adjusted EBITDA | 70% | $85.0M | $92.1M | 156% |
| Glo Fiber/VATI RGU Net Adds | 3.5% | 28,878 | 23,259 | 3% |
| Glo Fiber HHP/Business Released to Sales | 3.5% | 107,363 | 102,376 | 77% |
| Incumbent Cable Residential & SMB Revenue | 1.5% | $170.2M | $171.7M | 122% |
| Commercial Fiber Sales Bookings | 1.5% | $389,769 | $361,684 | 64% |
| Individual objectives (aggregate) | 20% | Defined by Board | Horizon Systems Integration 100%; Horizon Financial 63%; Succession Planning 100% | 89% weighted |
| Total annual bonus achievement | — | — | — | 133% of target |
Pay practices:
- No tax gross-ups; clawback (Executive Compensation Recovery and Dodd‑Frank Recoupment policies); stock ownership guidelines and anti‑hedging/anti‑pledging .
- Independent consultant (FW Cook) and peer group used for context with target total compensation generally around peer median; no timing of grants around MNPI .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 21, 2025):
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Christopher E. French | 1,977,716 | 3.61% |
- Footnote breakdown: Includes spouse’s 86,485 shares, adult child’s 37,796 shares, 1,114,718 shares held by six family trusts where French is trustee, and 345,000 shares held by a trust where his adult child is trustee; French disclaims beneficial ownership where applicable .
- Ownership guidelines: CEO required to hold 5× base salary; unvested RSUs/PSUs and pledged shares do not count; hedging prohibited; pledging not permitted without prior approval .
- 2024 stock awards vested/acquired upon vesting: 41,883 shares; value realized $746,654 .
Outstanding equity awards at FY2024:
| Award Type | Unvested/Unearned Units (#) | Market Value ($) |
|---|---|---|
| RSUs (granted 2/13/2024) | 41,260 | $520,289 |
| RSUs (granted 2/22/2023) | 32,880 | $414,617 |
| RSUs (granted 2/22/2022) | 15,572 | $196,363 |
| RSUs (granted 9/21/2021) | 6,480 | $81,713 |
| RTSR PSUs (target, 2024 grant) | 41,260 | $520,289 |
| RTSR PSUs (target, 2023 grant) | 43,839 | $552,810 |
Vesting and acceleration terms:
- RSUs: 25% annually over 4 years; accelerate on change in control if not substituted; continue vesting on retirement .
- RTSR PSUs: 3-year performance; accelerate at CoC to lesser of max payout or FMV of earned shares; continue vesting on retirement .
- Strategic Retention PSUs: not granted to CEO in 2024; have 3-year performance with CoC treatment (convert to time-based RSUs or vest at target if not substituted); no retirement continuation .
Employment Terms
- No employment contract; named executives participate in severance agreements auto‑renewed through Dec 31, 2025 unless terminated, and 18 months post change in control .
- Severance: If terminated without cause (pre‑CoC), cash severance equal to 1× base salary plus up to 12 months COBRA premium reimbursement; if terminated without cause or resign for good reason post‑CoC, also 1× target bonus; restrictive covenants apply (non‑compete, non‑solicit, confidentiality, non‑disparagement) .
- Deferred compensation: French is sole remaining participant in Executive Supplemental Retirement Plan (defined contribution; contributions discontinued since 2010); aggregate 2024 earnings $379,665; balance $2,669,983 .
Potential payments upon hypothetical termination or change in control (as of Dec 31, 2024):
| Scenario | Severance Benefit ($) | Healthcare Continuation ($) | Accelerated RSUs ($) | Accelerated RTSR PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause (pre‑CoC) | $709,670 | $12,342 | — | — | $722,012 |
| Resignation with Good Reason (pre‑CoC) | $0 | $0 | — | — | $0 |
| Termination w/o Cause or Good Reason (post‑CoC) | $1,348,373 | $12,342 | $1,212,982 | $1,073,099 | $3,646,796 |
| Change in Control (no termination) | — | — | $1,212,982 | $1,073,099 | $2,286,081 |
| Termination with Cause or Resignation w/o Good Reason | $0 | $0 | — | — | $0 |
| Death or Disability | — | — | $760,370 | $518,605 | $1,278,975 |
Board Governance
- Board independence and leadership: 10 of 11 directors are independent; French is the only management director; the Board historically combined Chairman & CEO roles but designated a robust Lead Independent Director (Dr. Fitzsimmons) with defined powers; committees are all independent .
- Committee memberships (current structure): Audit (Schultz, Barnes, DeNichilo, Quaglio, Rhymes); Compensation (Flora, Fitzsimmons, Koontz); Nominating & Corporate Governance (Fitzsimmons, Beckett, DiMola, Flora); French not listed on any committee .
- Board activity: 5 Board meetings in 2024; independent directors met in executive session 5 times; all directors attended 2024 annual meeting .
- 2025 nominations: French nominated for reelection as a Class 3 director (term to 2028) .
Compensation Peer Group and Say‑on‑Pay
- Consultant: FW Cook advising since 2015; peer benchmarking targeted around median (not strict benchmarking by role) .
- Peer group (examples): 8x8, A10 Networks, ATN International, Aviat Networks, Bandwidth, Clearfield, Cogent, Consolidated Communications, Digi, Digital Turbine, Globalstar, Gogo, Harmonic, InterDigital, Iridium, Ooma, Progress Software, Spok, Tucows, WOW .
- Say‑on‑pay approval: ~98% (2022), ~98% (2023), ~96% (2024) .
Compliance and Policies
- Clawbacks: Executive Compensation Recovery Policy; Incentive Award Recoupment Policy (Dodd‑Frank/Nasdaq) .
- Insider trading policy: Preclearance windows; 10b5‑1 plan conditions; prohibition on short sales and hedging; pledging prohibited for directors/officers unless Committee-approved and not significant; detailed guidelines on trading windows and confidentiality .
- Ownership guidelines: CEO 5× base salary; directors 60× monthly retainer; hedging prohibited; unapproved pledging prohibited .
Company Performance Context (2012–2024 snapshot)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $248,911,000* | $269,131,000* | $328,058,000 |
| EBITDA ($) | $55,519,000* | $68,977,000* | $84,753,000* |
| Cash from Operations ($) | $74,895,000* | $113,774,000* | $62,567,000* |
| Levered Free Cash Flow ($) | $(98,097,125)* | $(118,273,875)* | $(227,445,125)* |
Values with asterisks retrieved from S&P Global.
Operational highlights and guidance:
- 2024 achievements: record fiber passings (>103k); >21k net customers added; broadband penetration rising; aggressive construction planned through 2026; commercial backlog and bookings strong .
- Capital intensity peaked in 2024 (~91% of revenue net of subsidies) with guidance to decline materially post‑build (long‑term 20–25% overall) .
Risk Indicators & Red Flags
- Dual-role governance: Historically combined Chairman/CEO; mitigated by Lead Independent Director and independent committees; now Executive Chairman + separate CEO, improving separation of oversight and management .
- Severance economics: Single-trigger for CoC on equity unless substituted; cash severance post‑CoC = 1× salary + 1× target bonus; restrictive covenants and clawbacks present .
- Programmatic controls: Prohibitions on hedging/pledging reduce misalignment risk; preclearance trading and 10b5‑1 plan constraints .
- Accounting/leadership continuity: CAO resignation in 2024 with CFO assuming principal accounting officer responsibilities .
Investment Implications
- Alignment: French’s substantial beneficial ownership (3.61% of shares) and long‑term equity mix (RTSR PSUs + RSUs) support pay-for-performance alignment and shareholder skin-in-the-game .
- Succession and execution: Transition to Executive Chairman and appointment of Ed McKay as CEO formalizes succession while retaining strategic continuity; Horizon integration delivered ahead of plan with increased synergy run-rate, signaling operational execution strength .
- Near-term selling pressure: Regular RSU/PSU vesting (e.g., 41,883 shares vested in 2024) can create periodic tax-related sales, but anti-hedging/controlled pledging policies reduce misalignment risk; monitor Form 4s around vesting dates .
- Downside protections: Severance/change-in-control terms are moderate (1× salary; post‑CoC 1× salary + 1× target bonus) with clawbacks and restrictive covenants, limiting shareholder unfriendly payouts while ensuring retention through buildout completion (2026) .
- Governance quality: High say‑on‑pay support (96–98%) and independent committees/Lead Ind Director mitigate prior Chairman/CEO concentration concerns; continued monitoring of capital intensity trajectory and penetration trends remains key for performance-linked payouts .