Tracy L. Willis

About Tracy L. Willis

Tracy L. Willis, age 60, is Vice President – Chief Accounting Officer (Principal Accounting Officer) of Shenandoah Telecommunications (Shentel). She joined Shentel on December 16, 2024 and was appointed Principal Accounting Officer on April 22, 2025; she is a CPA and a graduate of the University of Delaware . In her role, she signs SOX 302 certifications and is responsible for disclosure controls and internal control over financial reporting, as evidenced by her Q2 and Q3 2025 certifications filed with the SEC . Company-wide pay-for-performance metrics center on Compensation Adjusted EBITDA and operational fiber build/attach metrics; for 2024 the Company achieved $92.1 million Compensation Adjusted EBITDA, above the $85.0 million target and driving above-target incentive outcomes for named executives .

Past Roles

External Roles

No public company directorships or external board roles disclosed .

Fixed Compensation

No disclosure of Ms. Willis’s base salary, target bonus, or perquisites beyond entry into a severance agreement at the time of her appointment as Principal Accounting Officer (no changes to compensation upon appointment) . Company policy provides limited perquisites overall (e.g., service discounts, spousal travel reimbursements; no aircraft, club memberships, or financial planning allowances) .

Performance Compensation

Company-wide annual incentive design and 2024 outcomes (applied to salaried employees, including named executive officers) :

Notes and governance:

• Annual incentive eligibility requires employment through year-end (except retirement, death, disability) .
• Individual objectives comprised 20% of target for named executives in 2024; design included Horizon systems integration timing/budget and Horizon Compensation Adjusted EBITDA, with weighted achievements by role .
• Clawbacks: Executive Compensation Recovery Policy and Dodd-Frank/Nasdaq-compliant Incentive Award Recoupment Policy apply to senior management incentive pay .

Vesting schedules used in long-term incentives (company-wide design; individual awards for Ms. Willis not disclosed):

• Time-vesting RSUs granted Feb 13, 2024 vest 25% annually in Feb 2025–2028 .
• RTSR PSUs have a 3-year performance period ending Dec 31, 2026 with payout 0–150% of target based on TSR vs. peer group; certification and delivery between Jan 1–Mar 15, 2027 .
• Strategic Retention PSUs (granted to NEOs in 2023–2024) have a 3-year period through Dec 31, 2026 focused on FTTH Passings, Cost to Pass, and PSU Adjusted EBITDA .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 5x salary; COO & CFO 3x; all other executive officers 2x; directors 60x monthly retainer. Unvested RSUs/PSUs/options and pledged shares are excluded from ownership toward guidelines .
• Anti-hedging: Directors and senior executives prohibited from hedging or trading derivative instruments (collars, forwards, options) related to company stock .
• Pledging: Unapproved pledging of common stock is not permitted .
• Beneficial ownership for Ms. Willis not disclosed in the 2025 proxy table; no Form 3/4 for Ms. Willis identified in available filings; Item 5 of Q3 2025 10-Q notes no officer/director adopted or terminated Rule 10b5-1 plans in the quarter .

Employment Terms

• Appointment: Principal Accounting Officer effective April 22, 2025; joined Shentel as VP & CAO on December 16, 2024 .
• Severance Agreement: In connection with her appointment, Ms. Willis entered into a severance agreement; terms are substantially the same as the Company’s standard form previously described and filed (Exhibit 10.19 to the Form 10-K filed Feb 20, 2025) . Key features of the standard form include:
  • Severance term auto-renews annually unless notice; generally through Dec 31, 2025 pre-change in control, or 18 months after a change in control .
  • Pre-change in control involuntary termination without cause: cash severance equal to 1x base salary, plus up to 12 months COBRA reimbursement .
  • Post-change in control involuntary termination without cause or resignation for good reason: cash severance equal to 1x base salary and 1x target annual bonus, plus up to 12 months COBRA reimbursement .
  • Conditions: release of claims and compliance with non-competition, non-solicitation, confidentiality, and non-disparagement covenants; repayment if covenants breached; 4999/409A protections .
  • Change-in-control equity treatment under Company plans: time-vesting RSUs accelerate unless replaced; RTSR PSUs pay lesser of max or fair value of earned shares; Strategic Retention PSUs convert to RSUs at target or performance-to-date depending on timing; death/disability pro-ration; retirement continues vesting per schedule (Strategic Retention PSUs have no retirement continuation) .
• No employment contract beyond the severance agreement; Company does not offer employment contracts generally .

Investment Implications

• Alignment: As Principal Accounting Officer, Willis’s remit over disclosure controls and ICFR, evidenced by SOX 302 certifications, supports reporting quality—a positive for risk-adjusted valuation and reduces governance discount .
• Pay-for-performance context: Company incentive design emphasizes EBITDA and fiber build/attach metrics; 2024 EBITDA outperformance drove elevated payouts for executives, signaling management focus on profitable fiber scale. For an accounting leader, this implies oversight of non-GAAP metric integrity and budget discipline amid aggressive build plans .
• Retention/Change-in-control: Her severance terms (1x salary pre-CIC; 1x salary + 1x target bonus post-CIC; COBRA; restrictive covenants) are shareholder-standard and moderate, limiting windfall risk while mitigating retention risk during strategic transitions (including leadership changes announced July 31, 2025) .
• Trading signals: No disclosed 10b5-1 plan changes by officers in Q3 2025 reduces near-term insider selling overhang; no Willis Form 4s located, suggesting limited selling pressure from her account in the period reviewed .