Richard W. Mason Jr.
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Richard W. Mason Jr.
Senior Vice President, Engineering & Operations at Shenandoah Telecommunications (Shentel). Leads network strategy, engineering, construction and operations; in current role since July 2021, joined Shentel in May 2019 after leadership roles at Google Fiber (Head of Install & Repair Operations) and a 20+ year career at Cincinnati Bell culminating as VP of Field Operations. Education: B.S. in Electrical Engineering (Ohio University), MBA (Xavier University) . 2024 performance: Company Compensation Adjusted EBITDA was $92.1M versus $85.0M target (156% achievement); Mason’s total annual bonus paid at 122% of target for 2024 . Beneficial ownership: 31,541 shares; less than 1% of class (54,856,327 shares outstanding as of Feb 21, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shenandoah Telecommunications | VP & Head of Business Operations | May 2019–July 2021 | Led Enterprise Program Management, Performance Management and Process Excellence across all segments . |
| Google Fiber | Head of Install & Repair Operations | Prior to 2019 | Led install and repair operations for fiber deployments . |
| Cincinnati Bell | Various roles culminating VP, Field Operations | Prior to 2019; 20+ year career | Led field operations; extensive operating leadership in telecom . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 310,385 | 325,000 | 336,831 |
| Target Bonus (% of Base) | — | — | 50% |
| Actual Annual Incentive Paid ($) | 167,923 | 199,997 | 205,310 |
Notes:
- Target bonus % disclosed for 2024; prior years not disclosed .
Performance Compensation
2024 Annual Incentive Structure and Outcomes (Company-wide objectives = 80% of total; Individual objectives = 20% of total)
| Metric | Weighting | Target | Actual | Payout vs Target | Source |
|---|---|---|---|---|---|
| Compensation Adjusted EBITDA (Company-wide) | 60% of total (for SVP Eng & Ops) | $85.0M | $92.1M | 156% | |
| Glo Fiber & VATI RGU Net Additions | 7% of total (SVP Eng & Ops) | 28,878 RGUs | 23,259 RGUs | 3% | |
| Glo Fiber Households/Businesses Released to Sales | 7% of total (SVP Eng & Ops) | 107,363 | 102,376 | 77% | |
| Incumbent Cable Residential & SMB Revenue | 3% of total (SVP Eng & Ops) | $170.2M | $171.7M | 122% | |
| Commercial Fiber Sales Bookings | 3% of total (SVP Eng & Ops) | $389,769 | $361,684 | 64% |
Individual Objectives (20% of total target)
| Metric | Weighting (within Individual 20%) | Outcome | Weighted Achievement |
|---|---|---|---|
| Horizon Systems Integrations (ERP, Billing, Payroll) | 60% | Completed by Jan 1, 2025; above 100% of Integration Budget → 100% payout | 60% of Individual portion |
| Horizon Financial Objective (Horizon Compensation Adjusted EBITDA) | 40% | Met threshold → 63% payout | 25.2% of Individual portion |
Total outcomes: Mason achieved 85% of the Individual objectives and 122% of his total targeted bonus for 2024 .
2024 Long-Term Equity Grants (Awards granted Feb 13, 2024)
| Instrument | Target Units | Grant-date Fair Value Basis | Key Performance/Vesting Terms |
|---|---|---|---|
| Time-vesting RSUs | 10,280 | $20.64 per share | Vest 25% each Feb in 2025, 2026, 2027, 2028, subject to continuous employment . |
| RTSR PSUs | 10,280 target (0–150% payout) | ~$22.30 per unit via Monte Carlo | 3-year performance to 12/31/2026; payout based on relative TSR vs peer group; delivery in early 2027; employment required through period; special provisions for change in control/death/disability/retirement . |
| Strategic Retention PSUs | 9,210 target (0–100% payout) | $20.64 per unit | 3-year performance to 12/31/2026; metrics: FTTH Passings, Cost to Pass, PSU Adjusted EBITDA; employment required; change-in-control conversion rules; no retirement continuation . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 31,541 shares; less than 1% of class . Shares outstanding 54,856,327 as of Feb 21, 2025 . |
| Outstanding Unvested RSUs | 10,280 (2024 grant), 8,153 (2023 grant), 4,564 (2022 grant), 1,759 (2021 grant; final 30% tranche vests Feb 2025) . |
| Outstanding RTSR PSUs (target) | 10,280 (2024 cycle, vests Dec 31, 2026), 10,870 (2023 cycle, vests Dec 31, 2025) . |
| Outstanding Strategic Retention PSUs (target) | 9,210 (2024 cycle, vests Dec 2026), 9,740 (2023 cycle, vests Dec 2025) . |
| Options | None outstanding; no option awards in 2024 . |
| Ownership Guidelines | 2× base salary requirement for “other executive officers”; guidelines exclude unvested awards and pledged shares . |
| Hedging/Pledging | Company prohibits hedging and option trading; does not permit unapproved pledging . |
| 2024 Vested Stock | 10,575 shares vested; value realized $185,274 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Agreement Term | Auto-renews annually; current term through Dec 31, 2025 pre-change-in-control; otherwise 18 months post-change-in-control . |
| Severance (no CIC) | 1× base salary paid in installments; up to 12 months COBRA reimbursement; subject to release and covenants . |
| Severance (post-CIC with termination or good reason) | 1× base salary + 1× target annual bonus + up to 12 months COBRA reimbursement . |
| Equity Acceleration – Death/Disability | Pro-rated vesting based on time in period; RTSR PSUs vest per achievement levels at termination . |
| Equity – Retirement | RSUs/RTSR PSUs continue to vest on original schedules; Strategic Retention PSUs forfeited unless exceptions apply . |
| Equity – Change in Control | RSUs auto-vest unless assumed; RTSR PSUs pay lesser of max or fair value of earned shares; Strategic Retention PSUs vest at 100% target unless assumed/converted per timing rules . |
| Restrictive Covenants | Non-compete, non-solicitation, confidentiality, non-disparagement; clawback and recoupment policies apply . |
Estimated payouts for Mason (as of 12/31/2024; assumes termination date and COBRA election):
- Termination without cause prior to CIC: $339,480 severance; total $339,480 .
- Termination without cause or resignation for good reason after CIC: Severance $509,220; RSU acceleration $312,173; Strategic Retention PSU acceleration $238,959; RTSR PSU acceleration $266,702; total $1,327,054 .
- Change in control with no termination: RSU acceleration $312,173; Strategic Retention PSU acceleration $238,959; RTSR PSU acceleration $266,702; total $817,834 .
- Death or disability: RSU $198,040; Strategic Retention PSUs $115,388; RTSR PSUs $128,780; total $442,208 .
Compensation Structure Analysis
- Program emphasizes pay-for-performance: substantial variable pay linked to Compensation Adjusted EBITDA and fiber growth/commercial metrics; individual objectives tied to integration and segment EBITDA .
- Long-term equity mix shifted to RSUs + RTSR PSUs with added Strategic Retention PSUs (2023–2026 cycles) to retain fiber build leadership; PSUs align with FTTH expansion while managing cost-to-pass and EBITDA .
- Governance safeguards: independent consultant FW Cook; clawback and Dodd-Frank recoupment policies; prohibition on tax gross-ups; anti-hedging/pledging .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~98% (2022), ~98% (2023), ~96% (2024). Core program maintained given strong support .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shenandoah Telecommunications | SVP, Engineering & Operations | July 2021–present | Leads network strategy, engineering, construction and operations . |
| Shenandoah Telecommunications | VP & Head of Business Operations | May 2019–July 2021 | Enterprise PMO, performance mgmt, process excellence across segments . |
| Google Fiber | Head of Install & Repair Operations | Prior to 2019 | Led install/repair ops for fiber networks . |
| Cincinnati Bell | VP, Field Operations (after various roles) | Prior to 2019 | Led field operations; deep telecom operating experience . |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Company-wide | Compensation Adjusted EBITDA | 60% (SVP) | $85.0M | $92.1M | 156% | Cash bonus FY24 |
| Company-wide | Glo Fiber/VATI RGU Net Adds | 7% (SVP) | 28,878 | 23,259 | 3% | Cash bonus FY24 |
| Company-wide | Glo Fiber Households/Businesses Released | 7% (SVP) | 107,363 | 102,376 | 77% | Cash bonus FY24 |
| Company-wide | Incumbent Cable Res/SMB Revenue | 3% (SVP) | $170.2M | $171.7M | 122% | Cash bonus FY24 |
| Company-wide | Commercial Fiber Sales Bookings | 3% (SVP) | $389,769 | $361,684 | 64% | Cash bonus FY24 |
| Individual | Horizon Systems Integration | 60% of Individual | By Jan 1, 2025 at/under budget | Achieved by Jan 1, 2025; >100% budget | 100% | Cash bonus FY24 |
| Individual | Horizon Financial Objective (EBITDA) | 40% of Individual | $11.3M | Threshold met | 63% | Cash bonus FY24 |
Equity Ownership & Alignment
| Category | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Beneficially Owned Shares | — | — | 31,541 |
| Unvested RSUs (year grant) | 4,564 (2022) | 8,153 (2023) | 10,280 (2024) |
| RTSR PSUs (target; cycle end) | — | 10,870 (2025) | 10,280 (2026) |
| Strategic Retention PSUs (target; cycle end) | — | 9,740 (2025) | 9,210 (2026) |
| Option Awards Outstanding | — | — | None |
Policy alignment:
- Ownership guidelines: 2× base salary for SVP level; excludes unvested and pledged shares .
- Anti-hedging/anti-pledging; no discount options; dividends not paid on PSUs before vesting .
- Clawback and Dodd-Frank recoupment policies apply to incentives .
Employment Terms
| Scenario (as of 12/31/2024) | Estimated Benefits ($) |
|---|---|
| Termination without cause pre-CIC | 339,480 severance; total $339,480 |
| Termination without cause/Good Reason post-CIC | Severance $509,220; RSUs $312,173; Strategic Retention PSUs $238,959; RTSR PSUs $266,702; total $1,327,054 |
| Change in Control (no termination) | RSUs $312,173; Strategic Retention PSUs $238,959; RTSR PSUs $266,702; total $817,834 |
| Death/Disability | RSUs $198,040; Strategic Retention PSUs $115,388; RTSR PSUs $128,780; total $442,208 |
Severance mechanics and covenants:
- 1× base salary (pre-CIC); 1× base salary + 1× target bonus (post-CIC); up to 12 months COBRA reimbursement; release required; non-compete, non-solicit, confidentiality, non-disparagement .
- Equity acceleration terms per instrument and event detailed above .
Investment Implications
- Pay-for-performance alignment: High weighting to EBITDA and fiber growth KPIs with strong 2024 EBITDA outperformance (156%) but mixed operational KPIs (e.g., RGU net adds at 3% payout), yielding a balanced 122% total bonus—signals disciplined incentive calibration rather than pure volume growth .
- Near-term selling pressure windows: RSUs vest 25% each February through 2028; PSUs deliver post-performance in early 2027 and 2026/2027—monitor Form 4s around these dates for tax-withholding and discretionary sales .
- Retention and change-in-control economics: 1× salary (pre-CIC) and 1× salary + 1× target bonus (post-CIC) plus single-trigger RSU acceleration on CIC—offers meaningful retention but introduces potential CIC event-driven dilution via accelerated equity; Strategic Retention PSUs reinforce fiber build discipline (FTTH passings, cost-to-pass, PSU EBITDA) .
- Governance quality: Strong shareholder support on say-on-pay (96–98% approvals), independent comp consultant, clawbacks, no tax gross-ups, anti-hedging/pledging, and no options—all supportive of alignment and risk control .