Edward H. McKay
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Edward H. McKay
Edward H. “Ed” McKay, age 52, is Shenandoah Telecommunications’ incoming President & CEO effective September 1, 2025, after serving as EVP & Chief Operating Officer since July 2021; he joined Shentel in 2004 following management roles at UUNET and Verizon and holds bachelor’s and master’s degrees in Electrical Engineering from the University of Virginia . Company pay-versus-performance data show TSR of 86 in 2023 and 51 in 2024 (value of $100 investment), with Adjusted EBITDA of $90.6 million in 2023 and $94.6 million in 2024, contextualizing incentive outcomes linked to EBITDA and fiber growth metrics . Say-on-pay support was 96% in 2024, reflecting shareholder acceptance of compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shenandoah Telecommunications (Shentel) | EVP & Chief Operating Officer | 2021–2025 | Led integrated broadband business across Shentel and Glo Fiber brands; oversaw sales, marketing, engineering, operations, IT, and customer service . |
| Shenandoah Telecommunications (Shentel) | SVP, Engineering & Operations | 2019–2021 | Drove network engineering and operations scale-up ahead of fiber expansion . |
| UUNET; Verizon | Management positions | Pre-2004 | Built foundational telecom operations experience applied to Shentel’s growth . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ACA Connects | Board representative for Shentel | Current | Industry body representation; supports broadband policy and operations alignment . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $392,308 | $411,269 | $447,400 |
| Target Bonus % | 70% (COO) | 70% (COO) | 70% (COO) |
| Non-Equity Incentive (Actual, $) | $308,568 | $388,735 | $413,287 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Compensation Adjusted EBITDA (Company-wide) | 70% (COO) | $72.2m | $85.0m | $97.7m | $92.1m | 156% |
| Glo Fiber & VATI RGU Net Additions | 3.5% (COO) | 23,103 | 28,878 | 34,654 | 23,259 | 3% |
| Glo Fiber Households/Businesses Released to Sales | 3.5% (COO) | 85,890 | 107,363 | 128,836 | 102,376 | 77% |
| Incumbent Cable Residential & SMB Revenue | 1.5% (COO) | $163.4m | $170.2m | $177.0m | $171.7m | 122% |
| Commercial Fiber Sales Bookings | 1.5% (COO) | $311,815 | $389,769 | $467,723 | $361,684 | 64% |
| Individual Objective: Horizon Systems Integrations | 60% of Individual | Feb 2, 2025 completion (no payout) | Jan 1, 2025 completion (100%) | Jan 1 + ≤90% of Integration Budget (200%) | Met by Jan 1, 2025, above budget | 100% |
| Individual Objective: Horizon Compensation Adjusted EBITDA | 40% of Individual | $9.6m | $11.3m | $13.0m | Threshold met | 63% weighted |
| Total Individual Objective (COO) | 20% weight in bonus | — | — | — | Weighted outcome | 85% |
| Total Bonus Achievement (COO) | — | — | — | — | — | 132% of target |
Vesting mechanics for 2024 awards:
- RSUs: 25% vest in Feb of 2025, 2026, 2027, 2028, subject to continued employment .
- RTSR PSUs: 3-year performance period through Dec 31, 2026; payout 0–150% vs peer TSR, subject to continued employment and special provisions for change in control, death, disability, retirement .
- Strategic Retention PSUs: 3-year period through Dec 31, 2026; payout 0–100% on FTTH Passings, Cost to Pass, PSU Adjusted EBITDA; subject to continued employment and change-in-control rules; no retirement acceleration .
Equity Ownership & Alignment
| Ownership Snapshot | As of Date | Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|---|---|
| Edward H. McKay | Feb 21, 2025 | 102,177 | 54,856,327 | 0.19% (computed from cited data) |
| Edward H. McKay | Feb 26, 2024 | 56,951 | 50,446,720 | 0.11% (computed from cited data) |
Stock ownership guidelines (alignment):
- Guideline: 3× base salary for COO (stock ownership excludes unvested awards and pledged shares) .
- Anti-hedging/pledging: Hedging prohibited; unapproved pledging not permitted .
Vested/Unvested detail (FY 2024 year-end):
| Award Type (Grant) | Unvested Units (#) | Market Value Basis ($) |
|---|---|---|
| Strategic Retention PSUs (Feb 13, 2024) | 20,370 [g] | $256,866 (at $12.61) [a] |
| Strategic Retention PSUs (Feb 22, 2023) | 20,263 [h] | $255,516 (at $12.61) [a] |
| RSUs (Feb 13, 2024) | 21,034 [c] | $265,239 (at $12.61) [a] |
| RSUs (Feb 22, 2023) | 15,693 [d] | $197,889 (at $12.61) [a] |
| RSUs (Feb 22, 2022) | 8,063 [e] | $101,674 (at $12.61) [a] |
| RSUs (Sep 21, 2021) | 2,981 [f] | $37,590 (at $12.61) [a] |
| RTSR PSUs (Feb 13, 2024 target) | 21,034 [i] | $265,239 (at $12.61) [b] |
| RTSR PSUs (Feb 22, 2023 target) | 20,924 [j] | $263,852 (at $12.61) [b] |
Award grants (2024):
| Award | Grant Date | Target/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| Strategic Retention PSUs | Feb 13, 2024 | 20,370 | $420,437 [a] |
| RTSR PSUs | Feb 13, 2024 | 21,034 target (0–150% payout) | $469,058 [b] |
| RSUs | Feb 13, 2024 | 21,034 | $434,142 [c] |
Stock vested and realized (liquidity signal):
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2023 | 11,288 | $219,735 |
| 2024 | 18,570 | $327,000 |
Employment Terms
Key provisions:
- No employment contract; equity awards forfeited on separation (except retirement treatment noted) .
- Severance Agreements automatically extend annually; current term through Dec 31, 2025 (pre-CoC) or 18 months post-CoC .
- Cash severance: 1× base salary; upon CoC and qualifying termination, also 1× target bonus; 12 months COBRA reimbursement; subject to release and compliance with non-compete, non-solicit, confidentiality, non-disparagement .
- Equity on change-in-control: RSUs accelerate unless assumed/substituted; RTSR PSUs paid at lesser of max or FMV of earned shares; Strategic Retention PSUs convert/accelerate per timing rules (target or performance-to-date) .
Potential payments (hypothetical as of Dec 31, 2024):
| Scenario | Severance Benefit ($) | Healthcare ($) | RSU Accel ($) | Strategic Retention PSU Accel ($) | RTSR PSU Accel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause (pre-CoC) | $457,000 | $17,605 | — | — | — | $474,605 |
| Termination without cause or resignation w/ good reason (post-CoC) | $776,900 | $17,605 | $602,392 | $512,382 | $529,091 | $2,438,370 |
| Change in control, no termination | — | — | $602,392 | $512,382 | $529,091 | $1,643,865 |
| Death or disability | — | — | $376,000 | $244,720 | $252,701 | $873,421 |
Clawbacks:
- Executive Compensation Recovery Policy and Incentive Award Recoupment Policy (Dodd-Frank compliant) apply to cash and equity, including restatements; Nasdaq requirements satisfied .
Perquisites and retirement:
- Perquisites are minimal (e.g., spouse travel reimbursement treated as taxable; no aircraft use, no tax gross-ups) .
- Executive Supplemental Retirement Plan discontinued contributions in 2010; only CEO participates currently; McKay does not have balances in this plan .
Investment Implications
- Pay-for-performance alignment: 2024 bonus funding was driven by strong Compensation Adjusted EBITDA (156% payout) while fiber deployment metrics under-ran targets; the design couples EBITDA and fiber growth KPIs, which should moderate payout volatility across economic cycles .
- Retention risk: Strategic Retention PSUs with 3-year cliff (2023 and 2024 grants) require continuous employment, directly tying McKay’s tenure to FTTH milestones and EBITDA, reducing departure incentives during the scale-up phase .
- Insider selling pressure: Expect periodic RSU vesting in Feb 2025–2028 and PSU settlements post-2026; 2024 realized value was $327,000 on vesting, but no options outstanding and anti-hedging/pledging policies reduce forced-sale risk signals .
- Ownership alignment: Beneficial ownership rose to 102,177 shares (≈0.19% of outstanding) by early 2025, alongside rigorous 3× salary ownership guidelines and anti-hedging; compliance status is not disclosed, but policies emphasize long-term alignment .
- Change-in-control economics: A single-trigger equity acceleration framework for RSUs if not substituted and tailored PSU conversion/acceleration keeps management neutral-to-supportive in strategic transactions while maintaining retention through substitution mechanics .
- Governance continuity: The July 2025 succession to CEO maintains strategic momentum, with compensation updated to $550,000 base and 90% target bonus for CEO role, preserving incentive intensity while formalizing leadership transition .