James J. Volk
Senior Vice President – Finance and Chief Financial Officer at 
SHENANDOAH TELECOMMUNICATIONS CO/VA/
SHENANDOAH TELECOMMUNICATIONS CO/VA/Executive
About James J. Volk
Senior Vice President – Finance and Chief Financial Officer of Shenandoah Telecommunications Company (Shentel), and designated principal accounting officer effective September 6, 2024; serves as a named executive officer in the company’s 2023 and 2024 proxies . His compensation is tied to company performance via Adjusted EBITDA, Relative Total Shareholder Return (RTSR), and fiber passings metrics; Shentel’s clawback and anti‑hedging policies apply to him . No age or education were disclosed in the proxy; executive biographies for officers were not provided.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shenandoah Telecommunications Company | SVP–Finance & CFO (Named Executive Officer) | 2023–2025 | Oversight of finance; objectives included accounting quality, ERP/billing/payroll integrations, Horizon EBITDA and transaction accounting |
| Shenandoah Telecommunications Company | Principal Accounting Officer | Effective Sep 6, 2024 | Assumed principal accounting officer responsibilities after CAO resignation; continuity of financial reporting |
External Roles
Not disclosed in proxy filings.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $399,000 | $409,392 | $422,700 |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Actual Annual Incentive (Non-Equity Incentive Plan Comp) ($) | $259,106 | $325,279 | $313,934 |
| All Other Compensation ($) | $25,700 | $27,400 | $28,600 |
| Total Compensation ($) | $1,455,938 | $1,652,076 | $1,621,660 |
Performance Compensation
Annual Incentive Plan – 2024 Structure and Outcomes (CFO)
| Component / Metric | Weighting (% of Total Bonus) | Target | Actual | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| Company-wide: Compensation Adjusted EBITDA | 60% | $85.0M | $92.1M | 156% | Threshold $72.2M; Max $97.7M |
| Company-wide: Glo Fiber & VATI RGU Net Adds | 7% | 28,878 | 23,259 | 3% | Threshold 23,103; Max 34,654 |
| Company-wide: FTTH Households/Businesses Released to Sales | 7% | 107,363 | 102,376 | 77% | Threshold 85,890; Max 128,836 |
| Company-wide: Incumbent Cable Residential & SMB Revenue | 3% | $170.2M | $171.7M | 122% | Threshold $163.4M; Max $177.0M |
| Company-wide: Commercial Fiber Sales Bookings | 3% | $389,769 | $361,684 | 64% | Threshold $311,815; Max $467,723 |
| Individual: Horizon Systems Integrations | 50% | Complete by Jan 1, 2025 | Completed Jan 1, 2025; above budget | 100% | Threshold Feb 2, 2025; Max includes ≤90% of Integration Budget |
| Individual: Horizon Financial Objective (Horizon Compensation Adjusted EBITDA) | 35% | $11.3M | Threshold level achieved | 63% | Threshold $9.6M; Max $13.0M |
| Individual: Proper Accounting (Horizon acquisition, preferred equity issuance, tower sale) | 15% | Out‑of‑period adjustments < $4M | $1.5M | 150% | Threshold >$6M (no bonus); Max $0 |
| Total Bonus Achievement | — | — | — | 124% | CFO total targeted bonus achievement |
Long-Term Equity – Grants and Vesting
| Award Type | Grant Date | Target Units (#) | Grant Date Fair Value ($) | Vesting / Performance Terms |
|---|---|---|---|---|
| RSUs | Feb 13, 2024 | 18,060 | $372,758 | 25% vest each Feb 2025–2028; continued employment required |
| RTSR PSUs | Feb 13, 2024 | 18,060 | $402,738 | Vest based on 3‑yr RTSR vs peer group; 0–150% payout; certify early 2027 |
| Strategic Retention PSUs | Feb 13, 2024 | 3,921 | $80,929 | 3‑yr performance through Dec 31, 2026 on FTTH Passings, Cost to Pass, PSU Adjusted EBITDA; service required |
| RSUs | Feb 22, 2023 | 19,101 | $360,245 | 25% vest each Feb 2024–2027; service required |
| RTSR PSUs | Feb 22, 2023 | 19,101 | $451,548 | 3‑yr RTSR; certify early 2026 |
| Strategic Retention PSUs | Feb 22, 2023 | 4,147 | $78,212 | 3‑yr performance through Dec 31, 2025; service required |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 65,206 shares; <1% of class as of Feb 21, 2025 |
| Ownership Guidelines | CFO required ≥3x base salary; unvested awards and pledged shares excluded from calculation |
| Hedging/Pledging | Hedging prohibited; unapproved pledging not permitted |
| Unvested/Outstanding Awards (FY 2024 YE) | RSUs: 18,060 (2024), 14,326 (2023), 7,682 (2022), 2,906 (2021); RTSR PSUs: 18,060 (2024), 19,101 (2023); Strategic Retention PSUs: 3,921 (2024), 4,147 (2023) |
| Stock Vested (FY 2024) | 18,913 shares vested; value realized $334,810 |
| Stock Vested (FY 2023) | 16,391 shares vested; value realized $320,786 |
| Insider Transactions (2024–2025) | Purchase 332 sh at $14.64 (May 7, 2024) ; Purchase 3,187 sh at $16.36 (Jun 10, 2024) ; RSU grant 32,420 units, vest 25% annually through Feb 15, 2029 (Form 4 filed Feb 20, 2025) |
Stock ownership guideline compliance status was not disclosed; options outstanding were not reported (no option awards outstanding at FY 2024 year‑end for NEOs) .
Employment Terms
- No employment agreements; equity awards continue vesting post-retirement under plan rules; unvested awards typically forfeited upon separation (except retirement) .
- Severance agreements auto‑renew annually; current term through Dec 31, 2025 unless notice given .
- Severance economics:
- Pre‑change-in-control: 1× base salary in installments plus up to 12 months COBRA reimbursement .
- Post‑change-in-control: 1× base salary + 1× target annual bonus + up to 12 months COBRA reimbursement .
- Restrictive covenants include non‑competition, non‑solicitation, confidentiality, and non‑disparagement; clawback and recoupment policies apply .
Potential Payments – Illustrative (as of Dec 31, 2024, stock price $12.61)
| Scenario | Severance ($) | COBRA Reimb. ($) | RSU Accel. ($) | Strategic Retention PSU Accel. ($) | RTSR PSU Accel. ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause (pre‑CIC) | 426,000 | 12,349 | — | — | — | 438,349 |
| Termination without Cause or Resignation for Good Reason (post‑CIC) | 681,600 | 12,349 | 541,903 | 101,738 | 468,601 | 1,806,191 |
| Change in Control (no termination) | — | — | 541,903 | 101,738 | 468,601 | 1,112,242 |
| Death or Disability | — | — | 342,191 | 49,127 | 226,279 | 617,598 |
Compensation Peer Group & Say‑on‑Pay
- Executive compensation peer group (FW Cook advised): 8x8, A10 Networks, ATN International, Aviat Networks, Bandwidth, Couchbase, Clearfield, Cogent Communications, Consolidated Communications, Digi International, Digital Turbine, Globalstar, Gogo, Harmonic, InterDigital, Iridium, Ooma, Progress Software, Spok Holdings, Tucows, WideOpenWest; targeted around median, not strict benchmarking .
- TSR peer group for pay‑versus‑performance: Nasdaq Telecommunications Index .
- Say‑on‑pay approvals: 98% (2022), 98% (2023), 96% (2024) .
Investment Implications
- Alignment: Strong pay‑for‑performance link via Adjusted EBITDA, RTSR and fiber growth; robust clawback and hedging prohibitions, plus 3× salary stock ownership guideline for CFO enhance alignment with shareholders .
- Retention risk: Strategic Retention PSUs require continuous service through Dec 31, 2026 and achievement of fiber scaling and cost discipline, incentivizing tenure during the FTTH buildout; severance terms are moderate (1× salary pre‑CIC; 1× salary+bonus post‑CIC) .
- Trading signals: Multiple open‑market share purchases in 2024 (May and June) by Volk suggest confidence; 2025 RSU grant increases scheduled vesting supply but does not indicate selling pressure; monitor vesting windows for potential 10b5‑1 sales vs continued accumulation .
- Execution track record: 2024 individual goal attainment at 94% (ERP/Billing/Payroll integrations completed by Jan 1, 2025 and solid accounting performance), total bonus at 124% of target; 2023 individual at 182% with total bonus at 132%, indicating consistent delivery on finance and integration priorities during Horizon acquisition and tower sale period .