Elaine M. Cheng
Senior Vice President and Chief Information Officer at 
SHENANDOAH TELECOMMUNICATIONS CO/VA/
SHENANDOAH TELECOMMUNICATIONS CO/VA/Executive
About Elaine M. Cheng
Elaine M. Cheng is Senior Vice President and Chief Information Officer (CIO) at Shenandoah Telecommunications (Shentel), leading IT, the Enterprise PMO, Enterprise Risk Management, and Customer Care/Tech Support. She joined Shentel in March 2019 after serving as CIO and Managing Director of Global Strategic Design at CFA Institute and spending 16 years at M&T Bank in technology and operations leadership; she holds a B.A. from Vassar College and an MBA from the University of Rochester’s Simon Business School . Public profiles list her year of birth as 1973 . Shentel’s pay program ties executive incentives to Adjusted EBITDA, Relative TSR, and FTTH passings—key drivers of fiber growth and value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shenandoah Telecommunications (Shentel) | SVP & CIO | 2019–present | Leads IT, EPMO, ERM, Customer Care/Tech Support; executed ERP, billing, and payroll integrations for Horizon and recent tuck-in acquisitions . |
| CFA Institute | CIO & Managing Director of Global Strategic Design | Not disclosed | Led global technology and strategic design functions . |
| M&T Bank | Group VP Technology Business Services; VP Retail Operations; AVP Web Product Owner | 16 years | Delivered large-scale technology and operations initiatives across retail banking . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charlottesville Women in Tech (non-profit) | Founding Board Member | Not disclosed | Supports women’s participation and advancement in technology careers . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 311,538 | 321,923 | 331,477 |
| All Other Compensation ($) | 22,871 | 26,281 | 26,748 |
| Total Compensation ($) | 1,038,079 | 1,141,789 | 1,134,326 |
Notes:
- Company provides few perquisites; spousal travel is reimbursed and taxed, with no tax gross-ups; no aircraft, no country club memberships; limited employee discounts apply broadly .
Performance Compensation
Annual Cash Bonus (FY 2024 design):
- Target bonus for CIO: 50% of base salary .
- Bonus components: 80% company-wide goals; 20% individual objectives .
Company-wide metrics and outcomes (FY 2024):
| Metric | Weight (CIO) | Threshold | Target | Maximum | Actual | Payout (%) |
|---|---|---|---|---|---|---|
| Compensation Adjusted EBITDA ($mm) | 60% | 72.2 | 85.0 | 97.7 | 92.1 | 156% |
| Glo Fiber & VATI RGU Net Additions (#) | 7% | 23,103 | 28,878 | 34,654 | 23,259 | 3% |
| Glo Fiber Households/Businesses Released to Sales (#) | 7% | 85,890 | 107,363 | 128,836 | 102,376 | 77% |
| Incumbent Cable Residential & SMB Revenue ($mm) | 3% | 163.4 | 170.2 | 177.0 | 171.7 | 122% |
| Commercial Fiber Sales Bookings ($) | 3% | 311,815 | 389,769 | 467,723 | 361,684 | 64% |
Individual objectives (FY 2024):
| Metric | Weight within Individual | Target | Actual | Payout (%) |
|---|---|---|---|---|
| Horizon Systems Integrations (ERP/Billing/Payroll) | 60% | Complete by Jan 1, 2025 at/below budget | Completed by Jan 1, 2025; above budget | 100% |
| Horizon Financial Objective (Comp Adjusted EBITDA, $mm) | 40% | 11.3 | Met threshold (≥9.6) | 63% |
Aggregate bonus outcome:
- CIO achieved 85% of individual objectives and 122% of total targeted bonus for FY 2024; actual bonus paid: $202,047 .
Long-Term Equity (2024 grants and structure):
| Award Type | Grant Date | Target Shares | Max Shares | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RTSR PSUs | 2/13/2024 | 10,105 | 15,157 (150%) | Performance through 12/31/2026 vs peer group; delivered Jan–Mar 2027; retirement continues schedule | 225,342 |
| Strategic Retention PSUs | 2/13/2024 | 6,790 | 6,790 (100% cap) | Performance through 12/31/2026 on FTTH passings, Cost to Pass, PSU Adjusted EBITDA; no retirement vesting; CoC conversion rules apply | 140,146 |
| Time-vesting RSUs | 2/13/2024 | 10,105 | n/a | 25% annually in Feb 2025–2028 | 208,567 |
Design notes:
- RTSR PSUs pay 0–150% based on relative TSR (Aon peer group); Strategic Retention PSUs supplement for FTTH expansion discipline; through 2026, company expects to continue SR PSUs but may recalibrate .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (as of 2/21/2025) | 23,872 shares; <1% of outstanding |
| Outstanding unvested awards (as of 12/31/2024): RSUs | 10,105 (2024 grant) • 8,053 (2023) • 4,564 (2022) • 1,788 (2021) |
| Outstanding unearned PSUs (as of 12/31/2024): Strategic Retention | 6,790 (2024) • 7,216 (2023) |
| Outstanding unearned PSUs (as of 12/31/2024): RTSR | 10,105 (2024 target) • 10,737 (2023 target) |
| Options | None outstanding; no option grants in 2024 |
| Stock ownership guidelines | 2× base salary for “other executive officers”; prohibited hedging; pledging not permitted without approval; pledged shares excluded from guideline calc |
| Pledging/hedging status | No pledging disclosed; hedging prohibited by policy |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreements | None; awards follow plan terms; retirement eligibility: ≥10 years of service and age+service ≥75 |
| Severance agreements | Effective 2/7/2020; auto-extended to 12/31/2025 and annual thereafter unless notice; double-trigger severance post-CoC (good reason) |
| Severance (pre-CoC) | 1× base salary; up to 12 months COBRA reimbursement |
| Severance (post-CoC) | 1× base salary + 1× target annual bonus; up to 12 months COBRA reimbursement |
| Clawbacks | Executive Compensation Recovery Policy and Dodd-Frank Recoupment Policy (3-year lookback for restatements) |
| Equity acceleration—death/disability | Pro-rated vesting for RSUs/PSUs; RTSR PSUs settle based on achievement levels at termination date |
| Equity—retirement | RSUs and RTSR PSUs continue on original schedule; SR PSUs generally forfeited absent death/disability/CoC |
| Equity—change in control | RSUs vest unless assumed; RTSR PSUs pay the lesser of max or FMV of earned shares; SR PSUs convert/accelerate based on timing and performance-to-date (or target) |
Potential payments illustration (as of 12/31/2024; Elaine M. Cheng):
| Scenario | Total ($) | Components |
|---|---|---|
| Termination without cause (pre-CoC) | 351,329 | 1× salary $333,720; COBRA $17,609 |
| Termination without cause/resign w/ good reason (post-CoC) | 1,266,694 | 1× salary $500,580; COBRA $17,609; accelerated RSUs $309,071; SR PSUs $176,616; RTSR PSUs $262,818 |
| Change in control (no termination) | 748,505 | Accelerated RSUs $309,071; SR PSUs $176,616; RTSR PSUs $262,818 |
| Death or disability | 408,886 | Pro-rated accelerated RSUs $196,514; SR PSUs $85,358; RTSR PSUs $127,015 |
Restrictive Covenants: Non-compete, non-solicit, confidentiality, non-disparagement; breach requires repayment of Severance Benefits .
Performance & Track Record
- Integration execution: CIO led ERP, billing, and back-office system integrations for Horizon and a 2025 Virginia tuck-in; management credited her with “outstanding” leadership and processes enabling rapid integration and synergies .
- 2024 integration targets met: ERP, Billing, Payroll completed by Jan 1, 2025 (above budget), yielding 100% payout on the integration component of individual objectives .
Compensation Committee Analysis
- Program design: Base salary + annual bonus + long-term equity; heavy use of RTSR PSUs and RSUs; Strategic Retention PSUs added in 2022–2024 to retain fiber build talent and drive disciplined FTTH expansion .
- Consultant: FW Cook advises on design and peer group; target total compensation generally aligned to peer median; no timing of grants around MNPI .
- Most important performance measures: Adjusted EBITDA, Relative TSR, Total FTTH passings .
- Say-on-pay support: 98% (2022), 98% (2023), 96% (2024) approvals; program maintained with strong investor support .
Equity Grant Detail (FY 2024)
| Grant | Date | Shares (#) | Fair Value ($) | Notes |
|---|---|---|---|---|
| RTSR PSUs | 2/13/2024 | 10,105 | 225,342 | 3-year performance; payout 0–150% vs peer TSR; delivered Jan–Mar 2027 . |
| Strategic Retention PSUs | 2/13/2024 | 6,790 | 140,146 | 3-year performance on FTTH metrics; 100% cap; death/disability/CoC exceptions . |
| RSUs | 2/13/2024 | 10,105 | 208,567 | 25% in Feb 2025–2028 . |
Ownership & Vesting Schedules (as of 12/31/2024)
| Category | Count | Market Value ($) |
|---|---|---|
| RSUs (2024 grant) unvested | 10,105 | 127,424 (12/31/2024 close $12.61) |
| SR PSUs (2024 target) unearned | 6,790 | 85,622 (target × $12.61) |
| RTSR PSUs (2024 target) unearned | 10,105 | 127,424 (target × $12.61) |
Vesting mechanics:
- RSUs: 25% annually in Feb 2025–2028 (continuous employment) .
- SR PSUs: Cliff vest Dec 2026 based on FTTH passings, Cost to Pass, and PSU Adjusted EBITDA; forfeiture on retirement; CoC conversion rules apply .
- RTSR PSUs: Cliff vest Dec 2026 based on Relative TSR vs peer group; delivered Jan–Mar 2027; retirement continues schedule .
Policy and Governance Signals
- Ownership guidelines: 2× base salary for CIO; hedging prohibited; pledging requires approval; pledged shares excluded from guideline ownership .
- Clawbacks: Recovery Policy plus Nasdaq-compliant Recoupment Policy for restatements .
- No employment contract; severance provides 1× salary (pre-CoC) or 1× salary + 1× target bonus (post-CoC), plus COBRA reimbursement; double-trigger applies post-CoC .
- No tax gross-ups; limited perquisites; no option grants in 2024 .
Investment Implications
- Pay-for-performance alignment: High weight on Adjusted EBITDA and Relative TSR, with disciplined FTTH metrics embedded in Strategic Retention PSUs; 2024 outcomes show strong EBITDA over-delivery (156% payout) offset by mixed fiber growth metrics—bonuses balanced accordingly .
- Retention risk mitigants: Multi-year RSUs and PSUs with performance gates and limited retirement accelerations, plus double-trigger cash severance post-CoC; equity accelerates only under defined CoC conditions, limiting forced selling pressure except at maturity or CoC .
- Insider selling pressure: No options outstanding and a modest beneficial stake (<1%) suggest limited mechanical selling pressure; hedging prohibited and pledging restricted, reducing misalignment risk .
- Execution credibility: Documented leadership in integration (ERP/billing/back office) supports delivery on fiber scale and synergy capture—positive for risk-adjusted execution on growth plans .
- Shareholder support for comp: High say-on-pay approval (96–98%) signals investor acceptance of design; continued scrutiny warranted as SR PSUs mature and fiber economics evolve .
Form 4 insider transaction data could not be retrieved due to access (HTTP 401) constraints; we relied on proxy-disclosed beneficial ownership and policies. We will refresh if insider-trades access is restored.