UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No.            )

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 2020MAY 2, 2022

To Our Stockholders:

The 20202022 annual meeting of stockholders of Consolidated Communications Holdings, Inc. (the “Company”) will be held at Consolidated Communications’ corporate headquarters, 121 South 17^th Street, Mattoon, Illinois 61938in a virtual meeting format only on April 27, 2020,May 2, 2022 at 9:00 a.m., central time. The 20202022 annual meeting of stockholders is being held virtually in light of continued public health concerns regarding the COVID-19 pandemic and for the following purposes:

1.      To elect Robert J. Currey, C. Robert Udell, Jr., and Maribeth S. Rahe, as Class III directors to serve for a term of three years, in accordance with our amended and restated certificate of incorporation and amended and restated bylaws (Proposal No. 1);

2.      To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal No. 2);

3.      To conduct an advisory vote on the approval of the compensation of our named executive officers (Proposal No. 3); and

4.      To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.

Only stockholders of record at the close of business on February 27, 2020March 3, 2022 are entitled to vote at the meeting or at any postponement or adjournment thereof.

Your vote is very important. We hope that as many stockholders as possibleyou will personally attend the meeting. Whethervirtual meeting, but whether or not you plan to attend, the meeting, please vote your shares promptlyin advance so that your shares will be represented. If you received a printed copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the Internet; (ii) vote by telephone; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided.We encourage you to vote via the Internet, as this is the most cost-effective method to cast your vote. If you received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares at the Internet site address listed on your notice. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the holder of record to vote your shares.

March 18, 202022, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 27, 2020May 2, 2022 — Our Proxy Statement and 20192021 Annual Report to Stockholders are availableAvailable at www.proxyvote.com. Stockholders of Record as of the Record Date will be able to Attend the Stockholder Meeting Online by Visiting www.virtualshareholdermeeting.com/CNSL2022.

Table of Contents

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TABLE OF CONTENTS

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
121

2116 South 17thStreet,
Mattoon, Illinois 61938

PROXY STATEMENT

This proxy statement contains information related to the 20202022 annual meeting of stockholders of Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company,” “Consolidated,” “we,” “our” or “us”), that will be held at our corporate headquarters, 121 South 17^th Street, Mattoon, Illinois 61938,in a virtual meeting format only, on April 27, 2020,May 2, 2022 at 9:00 a.m., central time, and at any postponements or adjournments thereof. The approximate first date this proxy statement and proxy card, as well as a copy of our combined 20192021 Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2019,2021, are being made available is March 18, 2020.22, 2022.

ABOUT THE MEETING

What is the purpose of this proxy statement?

The purpose of this proxy statement is to provide information regarding matters to be voted on at the 20202022 annual meeting of our stockholders. Additionally, it contains certain information that the Securities and Exchange Commission (the “SEC”) requires us to provide annually to stockholders. The proxy statement is also the document used by our board to solicit proxies to be used at the 20202022 annual meeting. Proxies are solicited by our board to give all stockholders of record an opportunity to vote on the matters to be presented at the annual meeting, even if the stockholders cannot attend the meeting. The board has designated J. Garrett Van Osdell and Steven L. Childers as proxies (the “Proxy Holders”), who will vote the shares represented by proxies at the annual meeting in the manner indicated by the proxies.

Why did I receive a one-page notice regarding internet availability of proxy materials instead of a full set of proxy materials?

The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, the Company has elected to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability of Proxy Materials” or the “Notice”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including thethis Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 18, 2020,22, 2022, and the proxy materials were posted on the investor relations portion of the company’sCompany’s website, http://ir.consolidated.com, and on the website referenced in the Notice on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the Annual Meeting.annual meeting. If you would like to receive a paper or e-mail copy of the proxy materials, you should follow the instructions in the Notice for requesting a copy.

What proposals will be voted on at the annual meeting?

Stockholders will vote on the following proposals at the annual meeting:

Who is entitled to vote?

Each outstanding share of our common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. Only stockholders of record at the close of business on the record date, February 27, 2020,March 3, 2022, are entitled to receive notice of the annual meeting and to vote the shares of common stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. If your shares are held for you by a beneficial holder in “street name” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares. Please see the next question below for a description of a beneficial owner in “street name.”

A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at our corporate headquarters, 1212116 South 17th Street, Mattoon, Illinois 61938, during normal business hours for a period of ten days before the annual meeting and at the time and place of the annual meeting.

What is the difference between a stockholder of record and a beneficial holder of shares?

If your shares are registered directly in your name with our transfer agent, Computershare, Inc., you are considered a stockholder of record with respect to those shares. If this is the case, we have provided you with instructions on how to view the proxy materials.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, the instructions on how to view the proxy materials have been forwarded to you by your brokerage firm, bank or other nominee, which is considered the stockholder of record with respect to these shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Please contact your broker, bank or other nominee for instructions on how to vote any shares you beneficially own.

Who can attend the meeting?

All stockholders of record as of February 27, 2020March 3, 2022 or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting. In order to be admitted toTo participate in the annual meeting, you should bring photo identification and proofwill need the 16-digit control number included on your notice of ownershipInternet availability of the Company’s stockproxy materials, on your proxy card or on the record date, February 27, 2020. Ifinstructions that accompanied your proxy materials. The meeting webcast will begin promptly on May 2, 2022 at 9:00 a.m., central time. We encourage you holdto access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., central time, and you should allow time for the check-in procedures.

In light of continued public health concerns regarding the COVID-19 pandemic, this year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CNSL2022. You also will be able to vote your shares in “street name,” you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check inelectronically at the registration desk atannual meeting (other than shares held through the meeting.Company’s 401(k) Plan, which must be voted prior to the meeting).

What constitutes a quorum?

A quorum of stockholders is necessary to hold the annual meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. As of February 27, 2020,March 3, 2022, the record date, 71,953,304113,612,846 shares of our common stock were outstanding.

Proxies received but marked as withheld, abstentions, or broker non-votes will be included in the calculation of the number of shares considered present at the meeting for purposes of establishing a quorum. In the event that a quorum is not present at the annual meeting, we expect that the annual meeting will be adjourned or postponed to solicit additional proxies.

How do I vote?

If you are a stockholder of record, you may vote by any of the following methods:

We recommend that you vote in advance even if you plan to attend the meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you are a stockholder of record and attend the meeting, you may vote atonline during the meeting or deliver your completed proxy card in person.meeting.

If your shares are held in “street name,” pleaseyou are considered the “beneficial owner” of those shares. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, or to vote your shares during the annual meeting. You should refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares, including whether you may be able to vote electronically through your bank, broker or other record holder. If so, instructions regarding electronic voting will be provided by the bank, broker or other holder of record to you as part of the package that includes this proxy statement. If you are a “street name” stockholder and you wish to vote in person at the meeting, you will need to obtain a proxy from the institution that holds your shares and present it to the inspector of elections with your ballot when you vote at the annual meeting.

Can I revoke or change my vote after I submit my proxy?

Yes. Even after you have submitted your proxy, you may revoke or change your vote at any time before the proxy is voted by:

If your shares are held in “street name,” you may revoke or change your vote by voting in person at the annual meeting if you obtain a proxy as described in the answer to the previous question.

How many votes are required for the proposals to pass?

Election of Directors (Proposal No. 1).Directors are elected by a plurality vote. Accordingly, the three director nominees who receive the greatest number of votes cast will be elected.

Ratification of the Appointment of Ernst & Young LLP (Proposal No. 2), Advisory Vote on Approval of Executive Compensation (Proposal No. 3), and Approval of any Other Proposals. The vote required for each of (i) the ratification of the appointment of Ernst & Young LLP, (ii) the advisory approval of named executive officer compensation and (iii) the approval of any other proposal not presently anticipated that may properly come before the annual meeting or any adjournment or postponement of the meeting, is the approval of a majority of the votes present, in person or by proxy, and entitled to vote on the matter.

How are abstentions and broker non-votes treated?

If a stockholder abstains from voting on Proposal No. 2 or Proposal No. 3, it will have the same effect as a vote “AGAINST” that proposal. With respect to Proposal No. 1, abstentions will have no effect. Broker non-votes and shares as to which proxy authority has been withheld with respect to any matter are not entitled to vote for purposes of determining whether stockholder approval for that matter has been obtained and, therefore, will have no effect on the outcome of the vote on any such matter, where it will have the same effect as a vote “AGAINST” that proposal. A broker “non-vote” occurs on a proposal when shares held of record by a broker are present or represented at the meeting but the broker is not permitted to vote on that proposal without instruction from the beneficial owner of the shares and no instruction has been given.

What if I do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter when submitting their proxies. If no specific instructions are given, properly submitted proxies will be voted:

What are the board’s recommendations?

The board’s recommendations, together with the description of each proposal, are set forth in this proxy statement. In summary, the board recommends that you vote:

Unless you give other instructions otherwise, the Proxy Holders will vote in accordance with the recommendations of the board of directors.

What happens if additional matters are presented at the annual meeting?

Other than the three proposals described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting.

Pursuant to the provisions of Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any other matter that properly comes before the meeting, if you grant a proxy, the persons named as proxy holdersthe Proxy Holders on the enclosed proxy card will vote your shares as recommended by the board of directors or, if no recommendation is given, in their own discretion.

Will anyone contact me regarding this vote?

No arrangements or contracts have been made or entered into with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors if we deem them necessary. If done, such solicitations may be made by mail, telephone, facsimile, e-mail, the Internet or personal interviews.

Who will tabulate and certify the vote?

A representative from Broadridge Financial Solutions, Inc. will tabulate the votes and act as Inspector of Elections.

What do I do if I receive duplicate sets of proxy materials?

You may receive more than one set of proxy materials. This duplication will occur if you have shares registered in different names or your shares are in more than one type of account maintained by Computershare, Inc., our transfer agent. To have all your shares voted, you should vote each set of proxy materials you receive.

ANNUAL REPORT

Will I receive a copy of Consolidated’s 20192021 Annual Report to Stockholders?

Our 20192021 Annual Report to Stockholders for the fiscal year ended December 31, 20192021 was made available to stockholders concurrently with this proxy statement. The Notice contains directions for requesting a paper copy of the 20192021 Annual Report to Stockholders and can also be obtained by following the instructions below. The 20192021 Annual Report to Stockholders includes our audited financial statements, along with other financial information about us, which we urge you to read carefully.

How can I receive a copy of Consolidated’s Annual Report on Form 10-K?

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2021, as filed with the SEC on February 28, 2020,March 4, 2022, is included in the 20192021 Annual Report to Stockholders.

You can also obtain, free of charge, a copy of our Annual Report on Form 10-K, including all exhibits filed with it, by:

Consolidated Communications Holdings, Inc. —

Attn: Investor Relations
121

2116 South 17thStreet

Mattoon, Illinois 61938-3987; or

You can also obtain a copy of our Annual Report on Form 10-K and other periodic filings that we make with the SEC from the SEC’s EDGAR database atwww.sec.gov.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AND RISK MANAGEMENT

Our board and management team remain focused on corporate social responsibility and managing environmental, social and governance risks and opportunities. Our board has general oversight responsibility for our risk-management programs and is actively engaged with management in setting the strategic direction of the Company. Our directors provide continual and valuable guidance to management on risk mitigation strategies (see “Corporate Governance and Board Committees - Board oversight of risk” on page 20). In order to maintain effective board oversight of risk across our business, our board delegates certain elements of its oversight function to individual committees. As set forth in its charter, our audit committee supports the board in risk oversight of accounting and financial reporting processes, compliance with legal and regulatory requirements and the oversight of our independent auditors. Our audit committee also monitors enterprise risk-management policies and oversees the responsibilities, performance and effectiveness of the Company’s internal audit function.

For 2021, we published an Environmental, Social and Governance (ESG) report on our website, and we have included a discussion of CSR initiatives and activities in this year’s proxy statement to reinforce our commitment to these matters and demonstrate their importance to our board and management team. Our board also remains committed to constructive engagement with our stockholders. For 2022, we expect to go further with our ESG efforts, focusing more acutely on employee engagement, risk management, environmental sustainability and our larger societal purpose. As part of this initiative, we intend to measure and begin reporting on key ESG metrics more specifically.

Social Responsibility and Human Capital Management

Our board is also engaged in how we attract, develop, retain and manage our employees. As of March 1, 2022, we employed approximately 3,300 employees, including part-time employees. We know that our people are essential to our ability to deliver value to our stockholders, and we strive to create an inclusive environment that reflects the different backgrounds, experiences, ideas and perspectives of our employees. We take great pride in being named a “2021 Best-in-Class Employer” by Gallagher in recognition of our efforts to optimize employee and organizational wellbeing.

We believe it is critical to promote and protect human rights in all the communities we serve, and in our relationships with our employees and vendors. As a long-standing employer and business partner, we strive to foster a work culture that respects and promotes fundamental human rights. Consistent with these goals, we have an established Human and Labor Rights Policy to create awareness and establish expectations related to legal requirements, ethical practices and human rights.

Annually, our board meets to review our succession strategy for key roles, including the role of the CEO, taking into account our key priorities and long-term business strategy. CEO succession planning discussions are led by the chair of our corporate governance committee, and discussions and planning takes place with our entire board. Our directors have direct access to and interaction with members of the senior management team, and our board is regularly updated on matters involving our workforce and workplace culture as part of its oversight role.

Integrity and Ethical Business Conduct

We place the highest value on the integrity of our directors, officers and employees and we require integrity and ethical conduct in the workplace and in our business transactions. We insist on ethical dealings with others and on the ethical handling of actual or apparent conflicts of interest within personal and professional relationships. When an ethical issue or concern needs to be addressed in the workplace, we attempt to foster a work environment where discussions can take place without the fear of retribution and also provide a system of reporting and access for anyone who wishes to report a suspected violation. Directors, officers and employees are required to deal honestly and fairly with our customers, collaborators, competitors and other third parties. In our dealings with customers and suppliers, we prohibit making or receiving bribes, kickbacks or any other improper payments, direct or indirect, to any representative of government, labor union, customer or supplier in order to obtain a contract, commercial benefit or government action. We also ask our vendors and suppliers to adhere to the same standards of legal and ethical business conduct. We are committed to doing business with suppliers and vendors in a way that positively influences our strategic and operational goals, complies with applicable laws and regulations, provides high-quality goods and services, delivers exceptional customer service and offers competitive pricing.

Diversity and Inclusion

We embrace diversity and inclusion (D&I) and seek to hire and retain high-quality employees of all backgrounds and experiences. We believe diversity of backgrounds contributes to different ideas, which in turn drives better results for our customers and our stockholders. We respect differences and diversity as qualities that enhance our efforts as a team and believe embracing diversity and a culture of inclusion makes our company a better place to work. In accordance with these core values, we are committed to pursuing greater diversity in the workplace and in positions of leadership as we strive to create a work environment that provides equal access to information, development and opportunity. In 2021, we formed an employee diversity council as part of an enhanced and comprehensive employee engagement initiative, and we partnered with diversity and veteran-focused job sites to attract a larger and more diverse pool of job candidates. Our employees completed approximately 3,000 hours of training on discrimination and harassment prevention on topics that included ageism, anti-bullying and respect for people from other racial, ethnic and religious groups. We built upon our D&I initiatives from last year and conducted diversity training for our executive team and other senior leaders. As we look ahead, we are actively working to help advance our diversity journey and build upon our practices on diversity, inclusion and fairness.

Safe, Healthful and Secure Workplace

We also strive to create and provide a safe, healthful and secure workplace that is free from discrimination or harassment. Our workplace policies and procedures protect against behavior that creates an offensive, hostile, or intimidating work environment. Physical harm or threats, direct or implied, and illegal acts of harassment, including sexual harassment, are violations of our Code of Business Conduct and are not tolerated. We recruit, hire, assign and promote without regard to race, color, religion, sex, age, national origin, disability or any other factor prohibited by law. We also reasonably accommodate qualified applicants with covered disabilities who can perform the essential functions of the job with or without reasonable accommodations. Safety is a top priority and we have a strong, ongoing commitment to ensure employees are properly trained and have appropriate safety and emergency equipment. We continued to make extraordinary efforts to keep our employees safe in 2021 during the COVID-19 pandemic, as well as provide employees with proper general environmental health and safety training, and relevant training on work-related hazards they may experience. At Consolidated, pandemics are included as part of our emergency operations plan and preparedness training. Since the onset of the COVID-19 pandemic, we have continued to institute the following measures: providing field employees with all required personal protective equipment; enforcing a face covering policy in accordance with CDC guidelines; transitioning employees to remote work; increased sanitation of company buildings and work spaces; restricting non-essential travel; encouraging vaccination; and requiring all employees to complete online COVID-19 safety training. In addition, we developed a portal for COVID-19 support and resources for our customers, with updates on the company’s safety measures and pandemic response.

In 2021, recurring yearly certifications for mandatory, legally compliant, workplace harassment trainings were established within the company’s online employee training system. Our employees completed nearly 30,000 safety and human resource compliant training modules. We believe that our efforts to reduce the number of accidents and injuries by refining targeted safety training paid off, as our rate of worker’s compensation claims dropped by 16% year-over-year. In conjunction with our fiber expansion plans, we updated our Code of Safety Practices for our contractors to help ensure the health and safety of all employees, customers and our communities.

Commitment to Our Communities

We also believe that extending safe and responsible work habits into the communities we serve help to make them better places to live and work. We value the principles that guide and inspire us to be a good neighbor, deliver reliable services and products, and connect people in all that we do, every day. For more than 125 years, we have forged a strong legacy and tradition of philanthropy and volunteerism within the communities we serve. We believe engaging in and supporting the community improves the quality of life and creates a more vibrant place to live and work.

In 2021, we provided more than $1.4 million in support to nearly 350 community non-profits and organizations through our company giving programs, educational grant program, foundation grants, economic development initiatives, community events and sponsorship. Some highlights include: $60,000 given as part of our Consolidated Connects program to 20 different schools to promote creative learning and digital literacy; $170,000 to non-profits in Minnesota as part of our Minnesota Community Fund; and over $111,000 to organizations in California supporting essential and critical community needs like fighting hunger and homelessness. For our efforts, we were honored to make the Sacramento Business Journals list of top 10 Corporate Philanthropic Foundations. Also, as part of our fiber expansion, we invested over $364 million in broadband development in rural communities across our markets.

In 2021, our employees reported 4,000 volunteer hours, despite ongoing limitations associated with the COVID-19 pandemic. In recognition of their volunteerism, we award distinguished employees who are committed to corporate stewardship and supporting the communities we serve with Community Service Awards.

Environmental Sustainability

Our employees are also proud to serve our customers, investors, business partners, and communities as good stewards of the Earth and the environment. We are committed to operating a sustainable business and mitigate the impact we have on the planet and our natural environment. Our executives play an active role in overseeing responsible environmental practices and programs, and our board of directors is advised on our management of ESG initiatives. We continue to find sensible ways to minimize waste in our offices and facilities. The turnover of outdated customer equipment and network materials is a unique challenge for our business, and we believe in the importance of addressing this issue with an effective recycling program. In the field, wire and equipment is processed and sorted for shipment to approved recyclers. Through the proper disposal of old computers and office technology products, to the recycling of cardboard, paper, electronics, glass, plastic, aluminum and other items at our primary offices and larger administrative locations, we hope to contribute positively to sustainability. Recognizing the impact waste can have on the communities we serve, we provide consumer education on the value of recycling phone directories, offer recycle bins and promote local recycling events. Our phone directories are printed on recycled paper and include an option for customers to opt-out of receiving future directories, further reducing their environmental impact. Customers also have the option to enroll in paperless billing, which we promote as a way to reduce waste. We comply with state, federal and local laws related to hazardous waste and, when necessary, hire certified and compliant waste disposal companies to dispose of materials in a safe and environmentally friendly manner.

Our investments in energy conservation and efficiency reflect our aspirations to reduce the impact our energy use has on the environment. In our buildings and facilities, important steps have been taken to reduce our energy consumption, including: updating boilers and HVAC systems with high-efficiency units; adding motion-sensitive and/or LED lighting in office areas; employing active-monitoring of our heating and cooling facilities to adjust to changes in ambient temperature and humidity; and reducing the footprint of our network and computing systems by upgrading our legacy power systems in our central offices with new, high efficiency T-Box rectifiers that utilize less energy and generate less heat. In 2021, the beginning stages of a program was initiated to replace fluorescent lighting in our buildings with more efficient LED bulbs utilizing newer technology. Our objective is to extend this program to address company locations in all markets, including central offices, garages, administrative buildings and outside plant network huts. The new bulbs are expected to be 64% more efficient than the fluorescent bulbs currently in place and 30% more efficient than our existing LED lighting.

We are aware of global climate change and want to take advantage of areas where we can make a positive impact by reducing emissions. In markets where it is available, we are in the process of pursuing solar offset energy for a portion of our power use. In Maine, we have entered into a program to participate in a community solar project that will reduce the amount of carbon-based energy required to supply the energy needs of our northern Maine locations. More projects of this nature are in the planning stages for southern Maine, Minnesota and other markets.

We believe it is important to know where we stand in terms of energy and resource usage, and we have historically tracked such usage. To provide transparency to stakeholders and the public, we provided for the first time this year quantitative metrics that show our approximate resource usage in our annual ESG Report, available through our website. In an effort to reduce transportation and fuel-related emissions, we encourage employees to limit air and automobile travel and encourage the use of technology solutions, such as video or phone conferencing, when possible. We have also begun efforts to supplement our fleet with more fuel-efficient vehicles that emit less carbon, instituting a policy to purchase vehicles equipped with at least flex-fuel technology. In our Northern New England market, we added all-electric vehicles to our fleet and plan to continue this in 2022.

Through the utilization of Voice over Internet Protocol (VoIP), the need for travel by business customers is reduced as the service allows for effective and productive telecommuting options. Additionally, the need for traditional cable set-top boxes that contribute to carbon emissions and energy use is eliminated through our use of proprietary and third-party over-the-top (OTT) television platforms and solutions. By working with business partners who also embrace green initiatives and the conservation of natural resources, we strive to balance environmental and fiscal responsibilities when making purchasing decisions. By educating our employees and customers on environmental issues and our sustainability initiatives and providing them with information on how they can put environmentally friendly practices in place at home and work, we are able to establish and maintain a culture of awareness and action.

Expanding Broadband Deployment

We are also committed to expanding broadband deployment and providing all Americans with digital opportunity, striving to bridge the “digital divide” in our country. As part of our plan to deliver fiber to the home to more than 70% of our service area by 2025, we invested over $364 million in broadband development to unserved and underserved rural communities, an investment we hope will go a long way towards bridging the Rural Digital Divide. Our multi-year fiber build plan, our pursuit of public-private partnerships in rural areas and our ongoing participation in federal and state broadband subsidy programs such as the Connect America Fund (CAF) Phase II Program and the Rural Digital Opportunity Fund (RDOF) are examples of our commitment to investing in and expanding our network to unserved and underserved communities. In 2021, our public-private partnerships in New England resulted in an additional 20,000 passings to towns in New Hampshire and Maine. We continue to offer eligible low-income residential customers the opportunity to participate in the FCC’s Lifeline Program, which allows subscribers to receive a monthly discount on voice and qualifying Internet services.

Data Security and Protection

The safeguarding of our customers’ personal information is of the highest importance to us. We do not sell, rent or disclose personally identifiable information to any third party for marketing purposes or other reasons that are not related to rendering the services we provide to our subscribers (or activities related to our services), except as required by applicable law or with the customer’s consent. See our privacy policy (www.consolidated.com/privacy) to learn more about how we protect our customers’ personal information.

As a data privacy champion, we provide ongoing consumer education on how to protect our customers’ personal data and, more broadly, how to keep our customers and their families safe online. We also recognize and support the principle that all organizations share the responsibility of being conscientious stewards of personal information and we have undertaken significant efforts to educate our customers, employees and communities on safe online practices. Internally, our employees are kept abreast of the latest cybersecurity risks and threats and are regularly provided with educational content and information to minimize risks to our network and business systems. We maintain and regularly update actionable tips on online safety and data privacy practices at www.consolidated.com/staysafeonline.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information that has been provided to us with respect to the beneficial ownership of shares of our common stock for (i) each stockholder who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our executive officers named in the Summary Compensation Table on page 38,41, and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, each stockholder shown on the table has sole voting and dispositive power with respect to all shares shown as beneficially owned by that stockholder. Unless otherwise indicated, this information is current as of February 27, 2020,March 3, 2022, and the address of all individuals listed in the table is as follows: Consolidated Communications Holdings, Inc., 1212116 South 17th Street, Mattoon, Illinois 61938-3987.61938.

* Less than 1.0% ownership

PROPOSAL NO. 1 — THE ELECTION OF ROBERT J. CURREY, C. ROBERT UDELL, JR.,EACH OF THE EIGHT DIRECTORS NAMED IN THIS
PROXY STATEMENT TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR
UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND MARIBETH S. RAHE AS DIRECTORSQUALIFIED

Our board of directors consists of eight directors. Our amendedIn accordance with our Amended and restated certificateRestated Certificate of incorporation provides for the classification ofIncorporation and Amended and Restated Bylaws, our board of directors into three classes of directors, designated Class I, Class II and Class III, as nearly equal in size as is practicable, serving staggered three-year terms. One class of directors isare elected each year to hold office for a three-year term or until successors of such directors are duly elected and qualified.one-year term. The board, including the corporate governance committee, has recommended, and the board also recommends,proposed that the stockholders elect Mr. Currey, Mr. Udell, and Ms. Rahe,following eight nominees be elected at the nominees designated below as the Class III directors, at this year’s annual meeting, to serve for a termeach of three years, expiring in 2023 orwhom will hold office until the next annual meeting and until his or her respective successor is dulyshall have been elected and qualified. The nominees for election to the position of Class III directors, and certain information with respect to their backgrounds and the backgrounds of non-nominee directors, are set forth below.qualified:

It is the intention of the Proxy Holders, unless otherwise instructed, to vote to elect theDirector nominees named herein as the Class III directors. The nominees named herein presently serve on our board of directors, and each nominee has consented to serve as a director if elected at this year’s annual meeting. In the event that any of the nominees named herein is unable to serve as a director, discretionary authority is reserved to the board to vote for a substitute for such nominee. The board has no reason to believe the nominees named herein will be unable to serve if elected.

Nominees standing for election to the board

Directors continuing to serve on the board

Set forth below is information with respect to theour director nominees to the board and each continuing director regarding their experience. After the caption “Board Contributions,” we describe some of the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the Company.

Business experience of nominees to the boardcontinuing directors

Robert J. Curreyserves as our Chairman of the board of directors. Mr. Currey has served as one of the Company’s directors and as a director of our predecessors since 2002 and served as our CEO from 2002 until December 31, 2014. From 2002 to November 2013, he also served as our President. From 2000 to 2002, Mr. Currey served as Vice Chairman of RCN Corporation, a competitive telephone company providing telephony, cable and Internet services in high-density markets nationwide. From 1998 to 2000, Mr. Currey served as President and CEO of 21st Century Telecom Group. From 1997 to 1998, Mr. Currey served as Director and Group President of Telecommunications Services of McLeodUSA, which acquired our predecessor in 1997. Mr. Currey joined our predecessor in 1990 and served as President through its acquisition in 1997.

Board Contributions:Mr. Currey is a long-time, industry veteran and has significant experience leading other companies in the telecommunications and media sector. He is well known throughout the telecommunications industry and is respected as an opinion leader especially among mid-sized telecom carriers. Because of his experience and his role as our former CEO until December 31, 2014, Mr. Currey also has substantial knowledge of the Company, including its operations and strategies.

C. Robert Udell, Jr.Andrew S. Frey serves as joined our Presidentboard in December 2021 and CEO and asis a director. Mr. Udell served as Chief Operating Officer from May 2011 to December 31, 2014, and as President from November 2013 until December 31, 2014. He became President and CEO on January 1, 2015. He has served aspartner at Searchlight Capital Partners, a director since November 2013. From 1999 to 2004, Mr. Udell served in various capacities at the predecessor of our Texas operations, including Executive Vice President and Chief Operating Officer. From 2004 to November 2013, Mr. Udell served as Senior Vice President.global private equity firm. Prior to joining the predecessor of our Texas operationsSearchlight in March 1999,2011, Mr. UdellFrey was employed by our predecessor from 1993 to 1999 in a variety of senior roles, including Senior Vice President, Network Operations,managing principal at Quadrangle Group where he primarily focused on telecommunications and Engineering. Hetechnology investments. Mr. Frey serves as the former Vice Chair and Chairman of the board of director of the USTelecom Association and is on the board of directors of each of Mitel Networks Corporation, Ziply Fiber, LLC and Global Risk Partners Limited. Mr. Frey received a B.S. in finance and B.A.S. in systems engineering from the Greater Conroe Economic Development Council. He is also a former board memberUniversity of the Board of Trustees for The John Cooper School.

Board Contributions: Mr. Udell has been in the telecommunications industry for more than 25 years, and has worked in a number of capacities. He brings a broad knowledge of our operating environment, key trends in technology and regulation, and market forces impacting the Company. Because of his role as President and CEO of the Company, he is also able to provide the board with in-depth insight into the Company’s current performance and future plans.Pennsylvania.

Maribeth S. RaheBoard Contributions: Mr. Frey has substantial experience working with public and private telecommunications and technology companies. We believe Mr. Frey is qualified to serve on our board due to his deep knowledge of the industry, his extensive understanding of equity and debt capital markets, as well as his current and past positions on other boards, including his prior service as a board observer of the Company.

hasDavid G. Fuller joined our board in October 2020, and is an Operating Partner with Searchlight Capital Partners, a private equity firm, where he plays an advisory role to their Technology, Media and Telecom practice. From March 2021 to January 2022, Mr. Fuller served as the President of Rogers Wireless, Canada’s largest mobile operator, a director since July 2005. Ms. Rahe haspart of Rogers Communications Inc., a Canadian communications and media company. Previous to this, he was a Senior Advisor to the global Technology, Media and Telecom practice of Boston Consulting Group. From 2014 until January 2019, Mr. Fuller was an Executive Vice-President of TELUS Corporation, a Canadian telecommunications company, and President, TELUS Consumer and Small Business Solutions. He previously served as Presidentthe Chief Marketing Officer of TELUS from 2009 to 2014 and CEOthe Senior Vice-President, Business Solutions Marketing from 2004 to 2009. Prior to joining TELUS, Mr. Fuller spent 15 years in the management consulting industry with a number of Fort Washington Investment Advisors, Inc. since November 2003. Ms. Rahefirms, culminating in the country managing partner role at KPMG Consulting. Mr. Fuller is currently a member of the board of directors of First Financial BancorpGreat-West Lifeco and First Financial Bank. From January 2001 to October 2002, Ms. Rahe was Presidentof Mitel Networks. Mr. Fuller previously served as a director of MindBeacon Holding Inc., Enstream LP and the Ontario Science Centre. Mr. Fuller is a Professional Engineer and holds a MBA from the Schulich School of Business at York University and a memberBachelor of the board of directors of U.S. Trust Company of New York, andApplied Science in Engineering from June 1997 to January 2001, was its Vice Chairman and a member of the board of directors.Queen’s University.

Board Contributions: Ms. Rahe hasMr. Fuller is a seasoned executive and business advisor with substantial experience in all aspects of the telecommunications industry. He brings an in-depth knowledge of our sector and contributes critical skills and knowledge of marketing, sales and operations to our board, as well as a deep background as a senior executive in the banking industrybroadband and is well attunedwireless technologies. Mr. Fuller’s contributions to developments in the capital markets and their potential impact on the Company. She provides a strong risk-management perspective and oversees the board’s succession planning efforts. She also qualifies as an “audit committee financial expert” under SEC guidelines and serves as our audit committee chairperson.

Business experience of continuing directors

Timothy D. Taron has served as a director since July 2012. Mr. Taron, a practicing attorney for over 40 years, served on the board of directors of SureWest Communications (“SureWest”) from 2000 until the consummation of the Company’s merger with SureWest on July 2, 2012. Mr. Taron is the senior partner with the law firm of Hefner Stark & Marois, LLP, Attorneys-at-Law, Sacramento, California. He was formerly the President and a director of the Sacramento Metropolitan Chamber of Commerce, a private, non-profit organization.

Board Contributions: Mr. Taron, a practicing attorney for over 40 years with a firm located in our Sacramento service area, specializes in complex business transactions, real estate development and tax-exempt bond financing, providing the board with the ability to analyze a variety of business matters. Hisare further augmented by both his extensive involvement in the Sacramento business community, coupled with his hands-on experience in areas affecting the growth and health of the economy in the community in which he resides and practices law, provides the board with better insight into the markets the Company principally serves and its potential business opportunities. Mr. Taron is well suited for the corporate governance committee chair position due to his past involvement on public and non-profit boardsprivate board experiences across a number of industries, and his training and continuing education as an attorney.

Wayne Wilson joined our board of directors in July 2017 in connection with our acquisition of FairPoint Communications, Inc. (“FairPoint”). He had served on the FairPoint board of directors since 2011. Mr. Wilson has been an independent business advisor since 2002. From 1995 to 2002, Mr. Wilson served in various roles as President, Chief Operating Officer and Chief Financial Officer of PC Connection, Inc., a Fortune 1000 direct marketer of information technology products and services. From 1986 to 1995, Mr. Wilson was a partner in the assurance and advisory services practice of Deloitte & Touche LLP. He previously served as a director of ARIAD Pharmaceuticals, Inc., Edgewater Technology, Inc., Hologic, Inc. and Cytyc Corporation. Mr. Wilson received a Bachelor of Arts degree in political science from Duke University and a Master of Business Administration degree from the University of North Carolina at Chapel Hill. He is a certified public accountant in New Hampshire and North Carolina.

Board Contributions: We believe Mr. Wilson’s qualifications to serve on our board include his strong accounting and finance understanding gained from years as a certified public accountant in industry and with a major public accounting firm. Mr. Wilson qualifies as an “audit committee financial expert” under SEC guidelines and hasextensive experience as a director on the boards of multiple publicly-traded companies. Mr. Wilson is a resident of New Hampshiremanagement consultant and his prior service on FairPoint’s board provides him with a unique understanding of our important northern New England markets.technology executive.

Thomas A. Gerkehas served as a director since February 2013 and2013. Mr. Gerke is the General Counsel and Chief Administrative Officercurrently a Sr. Vice President at H&R Block, a global consumer tax services provider. Since joiningprovider, and served as its General Counsel and Chief Administrative Officer from January 2012 to January 2022. At H&R Block, in January 2012, at various times Mr. Gerke has had additionala number of other roles and responsibilities, including leadership of the human resources function and serving as interim Chief Executive Officer. From January 2011 to April 2011, Mr. Gerke served as Executive Vice President, General Counsel and Secretary of YRC Worldwide, a Fortune 500 transportation service provider. From July 2009 to December 2010, Mr. Gerke served as Executive Vice Chairman of CenturyLink, a Fortune 500 integrated communications business. From December 2007 to June 2009, he served as President and CEO at Embarq, then a Fortune 500 integrated communications business. He also held the position of Executive Vice President and General Counsel – Law and External Affairs at Embarq from May 2006 to December 2007. From October 1994 through May 2006, Mr. Gerke held a number of executive and legal positions with Sprint, serving as Executive Vice President and General Counsel for over two years. Mr. Gerke is alsocurrently a member of the Board of Directors of MGP Ingredients, Inc. (NASDAQ: MPGI) and is a former director of CenturyLink, Embarq, and the USTelecom Association.Association and Tallgrass Energy GP, LCC, the General Partner of Tallgrass Energy, LP (NYSE: TGE), a provider of natural gas transportation and storage services. In addition, he is a former member of the Rockhurst University Board of Trustees and The Greater Kansas City Local Investment Commission Board of Trustees. He currently serves as a board member of Tallgrass Energy GP, LCC, the General Partner of Tallgrass Energy, LP (NYSE: TGE), a provider of natural gas transportation and storage services.

Board Contributions: Mr. Gerke has substantial experience in the telecommunications sector. His leadership and industry experiences bring a strong and knowledgeable operational and strategic perspective to the board’s deliberations. He also brings perspective from service on other boards. Although Mr. Gerke is not currently a member of our audit committee, he also qualifies as an “audit committee financial expert” under SEC guidelines.

Roger H. Moorehas served as a director since July 2005. Mr. Moore was President and Chief Executive Officer of Illuminet Holdings, Inc., a provider of network, database and billing services to the communications industry, from October 1998 to December 2001, a member of its board of directors from July 1998 to December 2001, and its President and CEO from January 1996 to August 1998. In December of 2001, Illuminet was acquired by VeriSign, Inc. and Mr. Moore retired at that time. From September to October 1998, he served as President, CEO and a member of the board of directors of VINA Technologies, Inc., a telecommunications equipment company. From June 2007 to November 2007, Mr. Moore served as interim President and CEO of Arbinet. From December 2007 to May 2009, Mr. Moore served as a consultant to VeriSign, Inc. Mr. Moore also presently serves as a director of VeriSign, Inc. and was previously a director of Western Digital Corporation.

Board Contributions: Mr. Moore is a seasoned telecommunications executive with a deep background in the industry and very strong technical aptitude. He has a strong entrepreneurial bent and is a knowledgeable analyst of the evolution of telecommunications and the impact of new technologies on our business. He brings perspective from service on other boards. Although Mr. Moore is not currently a member of our audit committee, he also qualifies as an “audit committee financial expert” under SEC guidelines.

Dale E. ParkerMaribeth S. Rahe has served as a director since October 2014. Mr. Parker wasJuly 2005. Ms. Rahe has served as President and CEO of Fort Washington Investment Advisors, Inc. since November 2003. Ms. Rahe is currently a member of the board of directors of Enventis Corporation (formerly Hickory Tech) from 2006 until the consummationFirst Financial Bancorp and First Financial Bank. From January 2001 to October 2002, Ms. Rahe was President and a member of Enventis Corporation’s merger with the Company on October 16, 2014, and served as Chair of Enventis Corporation’s board from January 2011 to May 2013. Mr. Parker was on the board of directors of Image Sensing Systems, Inc. from August 2012 through June 2016, where he also served as interim CEO from December 2014 through June 2016, as well as, COOU.S. Trust Company of New York, and CFO from June 2013 through June 2016. Image Sensing Systems, Inc. is1997 to January 2001, was its Vice Chair and a technology company focused on infrastructure improvement throughmember of the developmentboard of software-based detection solutions for the intelligent transportation sector. Mr. Parker serveddirectors.

Board Contributions: Ms. Rahe has a deep background as interim CFO for Ener1, Inc. from 2011 to 2012. Ener1, Inc. is an energy storage technology company that develops lithium-ion-powered storage solutions for applicationa senior executive in the electric utility, transportationbanking industry and industrial electronics markets. In 2010, Mr. Parker worked as CFO of Neenah Enterprises, Inc., an independent foundry. From 2009is well attuned to 2010, Mr. Parker wasdevelopments in the Vice President of Finance for Paper Works,capital markets and their potential impact on the Company. She provides a producer of coated recycled paper board. Mr. Parker was CFO at Forest Resources, LLC, a company focused on paper product productionstrong risk-management perspective and conversion, from 2007 to October 2008. Mr. Parker is a certified public accountant and holds an MBA.

Board Contributions: Mr. Parker has extensive experience working in senior executive positions for both public and private companies across a variety of industries, and expertise with financial statement preparation and SEC reporting gained from his experience as a CFO. Mr. Parkeroversees the board’s succession planning efforts. She also qualifies as an “audit committee financial expert” under SEC guidelines. Further, havingguidelines and serves as our audit committee chair.

Marissa M. Solis joined our board in January 2022 and currently serves as the Senior Vice President of Global Brand and Consumer Marketing at the National Football League. Prior to this, Ms. Solis spent 18 years at Pepsico where she held numerous marketing leadership roles in brand marketing, portfolio marketing, partnerships and omnichannel media. She served as the past ChairSenior Vice President at Pepsico's Frito Lay North America Division from October 2019 to November 2021 and prior to that role served as Vice President and General Manager of the Enventis CorporationHispanic Business Unit at Pepsico Beverages North America from October 2017 to October 2019. Prior to joining Pepsico, Ms. Solis was a management consultant at Deloitte Consulting from September 2000 to November 2003. She began her career in 1995 as a Brand Manager in Procter & Gamble Latin America. Ms. Solis holds her master’s degree in public administration and public affairs from the University of Texas at Austin and her bachelor’s degree in international economics from Georgetown University.

Board Contributions: Ms. Solis has significant experience leading consumer marketing, advertising and brand strategy initiatives. Because she has served in a variety of roles focused on product innovation and the customer experience, we believe she will be a valuable asset for the Company as we execute on our fiber growth plan and continued transformation. We also believe Ms. Solis’s substantial experience with consumer marketing and branding, including the creation of business strategies for core brands, will be complementary to and balance the knowledge of our other Board members.

C. Robert Udell, Jr. serves as our President and CEO and as a director. Mr. Udell served as Chief Operating Officer from May 2011 to December 31, 2014, and as President from November 2013 until December 31, 2014. He became President and CEO on January 1, 2015. He has served as a director since November 2013. From 1999 to 2004, Mr. Udell served in various capacities at the predecessor of our Texas operations, including Executive Vice President and Chief Operating Officer. From 2004 to November 2013, Mr. Udell served as Senior Vice President. Prior to joining the predecessor of our Texas operations in March 1999, Mr. Udell was employed by our predecessor from 1993 to 1999 in a variety of senior roles, including Senior Vice President, Network Operations and Engineering. He serves as the former Vice Chair and Chairman of the board of directors of the USTelecom Association and living and workingis on the board of the Greater Conroe Economic Development Council. He is also a former member of the Board of Trustees for The John Cooper School.

Board Contributions: Mr. Udell has been in the Minneapolis-St. Paul market, Mr. Parkertelecommunications industry for more than 25 years and has worked in a number of capacities. He brings an in-deptha broad knowledge of our operating environment, key trends in technology and regulation, and market forces impacting the Company. Because of his role as President and CEO of the Company, he is also able to provide the board with in-depth insight into the Company’s acquired Minnesota operationscurrent performance and the business climate in which the Company operates.future plans.

Business experience of continuing executive officer

The following is a description of the background of our continuing executive officer who is not a director:

Steven L. Childersserves as CFO and Treasurer of the Company. Mr. Childers has served as CFO since April 2004 and as Treasurer since October 2019 and also served as CFO and Treasurer from November 2016 to October 2017. From April 2003 to April 2004, Mr. Childers served as Vice President of Finance. From January 2003 to April 2003, Mr. Childers served as the Director of Corporate Development. From 1997 to 2002, Mr. Childers served in various capacities at McLeodUSA, including as Vice President of Customer Service, Vice President of Sales and as a member of its Business Process Teams, leading an effort to implement new revenue assurance processes and controls. Mr. Childers joined the Company’s predecessor in 1986 and served in various capacities through its acquisition by McLeodUSA in 1997, including as President of its former Market Response division and in various finance and executive roles. Mr. Childers is a director for the Sarah Bush Lincoln Health Center the Lake Land College Foundation and serves as Chairman of its Finance, Audit and Compliance committee. He is also a member of the Business Advisory Board for Eastern Illinois University. He is a former director of the Illinois State Chamber of Commerce, served as Treasurer and was a member of the Executive Committee.

Board recommendation and stockholder vote required

The board of directors recommends a vote “FOR” the election of each of the director nominees named aboveRobert J. Currey, Andrew S. Frey, David G. Fuller, Thomas A. Gerke, Roger H. Moore, Maribeth S. Rahe, Marissa M. Solis and C. Robert Udell, Jr. (Proposal No. 1).

The affirmative vote of a plurality of the votes cast at the meeting at which a quorum is present is required for the election of each of the eight director nomineenominees named above.

CORPORATE GOVERNANCE AND BOARD COMMITTEES

Are a majority of the directors independent?

Yes. The corporate governance committee undertook its annual review of director independence and reviewed its findings with the board of directors. During this review, the board of directors considered relationships and transactions between each director or any member of his or her immediate family and Consolidated and its subsidiaries and affiliates, including those reported in this proxy statement under “Certain Relationships and Related Transactions.” The board of directors also examined relationships and transactions between directors or their affiliates and members of our senior management. The purpose of this review was to determine whether any such transactions or relationships compromised a director’s independence.

The board also considered the relationship between the Company and H&R Block, a company that purchases telecommunications services from the Company in the ordinary course of business, because Mr. Gerke is an officer of H&R Block. The Company received $172,494$92,139 in payments from H&R Block in 20192021 from 7341 separate H&R Block locations. Similarly, the board also considered the relationship between the Company and Hefner Stark & Marois, LLP, a law firm that also purchases telecommunications services from the Company in the ordinary course of business, because Mr. Taron is a partner with Hefner Stark, & Marois. The Company received $24,781 in payments from Hefner Stark & Marois, LLP in 2019. The board concluded that since certain of the services provided by the Company to H&R Block and Hefner Stark & Marois, LLP are offered pursuant to state and federal tariffs, and that purchases of all services were made on customary business terms, these relationships werethis relationship was not material for purposes of The NASDAQ Stock Market LLC’s (“NASDAQ”) listing standards and would not influence Mr. Gerke’s nor Mr. Taron’s actions or decisions as directors of the Company.

As a result of this review, our board of directors affirmatively determined that Messrs. Currey, Fuller, Gerke, Moore Parker, Taron and WilsonFrey and Ms.Mses. Rahe and Solis are independent for purposes of Rule 5605(a)(2) of NASDAQ’s Marketplace Rules. The board also determined that each member of the audit committee, Messrs. Parker, TaronGerke and WilsonFuller and Ms. Rahe, satisfy the heightened standards of independence for audit committee members set forth in Rule 10A-3(b)10A- 3(b)(1) of the Exchange Act. Additionally, the board determined that each member of the compensation committee, Messrs. GerkeCurrey, Frey and Moore and Ms. Rahe, satisfy the heightened standards of independence for compensation committee members pursuant to Rule 5605(d)(2)(A) of the NASDAQ Marketplace Rules.

How are our directors compensated?

The compensation committee reviews compensation and benchmarking data for the Company’s outside directors in connection with setting retainer levels and compensation for serving on board committees. For 2019,2021, non-employee directors, with the exception of our non-executive Chairman, received the following cash compensation:

We also reimburse all non-employee directors for reasonable expenses incurred to attend board or board committee meetings.

In addition to the cash compensation described above, a restricted share award of 11,79722,088 shares was made to each of the directors, other than Mr. Udell, in February 2019May 2021 pursuant to the Amended and Restated Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan.Plan, as amended (the “LTIP”). The number of shares granted to these directors was determined by dividing a target value of $123,750$148,649 by the 20-day average closing price of the Company’s stock ($6.73 per share) as of two trading days before the award date. The target value was increased based on a competitive benchmark analysis of our peer group and the compensation committee’s desire to award equity incentive awards at the 50% benchmark level. The actual grant date ($10.49value of the awards was $165,660, reflecting a fair value of $7.50 per share). Thisshare on May 3, 2021. These restricted share awardawards vested on December 5, 2019.2021.

Mr. Udell does not receive compensation for his service on the board. Mr. Udell’s compensation is set forth in the Summary Compensation Table and explained further in the Compensation Discussion and Analysis section of this proxy statement.

Our director compensation

We also reimburse all non-employee directors for reasonable expenses incurred to attend board and board committee meetings. Reimbursable expenses were lower in 2021 as the board conducted in-person meetings only in July and October. All other regular and special meetings in 2021 were held via videoconference.

Compensation for directors for 2021 was established based onbenchmarked against a 2017 benchmark study conducted bypeer group of 13 companies. Willis Towers Watson, our independent compensation consultant, following the Company’s acquisition of FairPoint Communications. Willis Towers Watson developed athis peer group of 13to evaluate compensation against companies similar in size and scope to Consolidated Communicationsus and with whom we compete for investors. The peer group represented the same companies used to evaluate our named executive officers pay. For more information regarding the role of the independent compensation consultant and our peer group, see “Compensation Discussion and Analysis — Executive Compensation Objectives” on page 26.29.

How is our non-executive Chairman compensated?

Effective January 1, 2018, Mr. Currey was appointedserves as non-executive Chairman of our board of directors. For 2019, the board determined that his compensation for serving as the non-executive Chairman was as follows:

Important non-executive Chairman pay changes for 2020

After our board of directors had approved 2019 compensation for directors, the Company received feedback that Mr. Currey’s cash compensation as non-executive Chairman was substantially higher than median peer group levels.independent Board Chair. In response to this the Company commissioned Willis Towers Watson in September 2019 to assess the competitive market position and benchmark pay levels forcapacity Mr. Currey against the compensation paid to non-executive chairs in our GIC sectorreceives and general market index.

Based on this analysis, effective January 1, 2020, the compensation committee approved a two-step reduction in Mr. Currey’s annualizedannual cash retainer from $300,000 to $200,000 over a two-year period. As such, Mr. Currey’s annual retainer for his service as Chairman of our board in 2020 has been reduced from $300,000 to $250,000 and will be further reduced to $200,000 in 2021.

$200,000. In addition, to the reduction in the cash retainer, Mr. Currey as with all our other directors, was granted areceived an annual restricted share award in 2020stock grant with a fair value grant target of $105,188.$165,660 on May 3, 2021, consistent with all other non-employee directors.

The table below illustrates the reduction in Mr. Currey’s compensation for 2020:

* Mr. Currey’s annual cash retainer will be reduced by an additional $50,000 in 2021.

While the board believes that Mr. Currey’s deep knowledge of the Company’s operations and business strategy, and his significant experience in the telecommunications industry add significant value for the Company, the completion of the Company’s leadership transition to Mr. Udell and Mr. Currey’s diminished role in the day-to-day operations of the business support the changes in Mr. Currey’s compensation.

Director summary compensation table

The table below discloses all compensation provided to each non-employee director of the Company in 2019.2021.

Stock ownership guidelines for non-employee directors

The board has well-established guidelines regarding stock ownership by non-employee directors. The ownership guidelines require non-employee directors to own a level of qualifying equity securities with an aggregate market value of at least three times the annual cash retainer payable to them.

Our stock ownership guidelines provide that, until a non-employee director satisfies the applicable holding requirement, he or she is required to retain 100% of any covered shares. Covered shares include shares owned directly or indirectly by the non-employee director, and the after-tax value of vested stock option awards and vested restricted shares, reflecting shares sold or withheld to (i) pay any applicable exercise prices for an equity award or (ii) satisfy withholding tax obligations arising in connection with the exercise, vesting, or payment of an award. Non-employee directors must meet the stock ownership requirement within five years of becoming a member of the board. All of our non-employee directors have met or are on trackotherwise expected to meet their objectives within the five-year time requirement.

How often did the board meet during 2019?2021?

The board met elevenseven times during calendar year 2019.2021. Each director attended at least 75% of the board meetings and meetings of board committees on which they served. During 2019, the independent directors held four meetings at which only independent directors were present inIn connection with regularly scheduled meetings of the board or committees of the board.board during 2021, the independent directors held 4 meetings at which only independent directors, or only independent directors and Mr. Currey, were present.

What is the policy regarding director attendance at annual meetings?

Absent special circumstances, each director is expected to attend the annual meeting of stockholders. All eightEach of the Company’s then-current directors attended the 20192021 annual meeting of stockholders.stockholders, which was held virtually.

What is the leadership structure of the board?

In consultation with the corporate governance committee, the board reviews the leadership structure from time to time in order to ensure that the board’s leadership structure is optimal for the board at the current time. Until November 2013, the board had separated the Chairman’s role from the CEO’s role. When Mr. Currey became Chairman of our board of directors in November 2013, the board determined that it would be in the best interests of the Company if he retained the CEO title as well, as a part of the Company’s succession plan. Effective January 1, 2015, as a planned additional step in the CEO succession plans, Mr. Currey became Executive Chairman of our board, but no longer acted as the Company’s Chief Executive Officer. Mr. Udell became President and CEO on January 1, 2015. On January 1, 2018, as the final step in the CEO succession plan, the board appointed Mr. Currey as the non-executive Chairman of our board of directors. The board believes this current separation of duties is in the best interest of the Company. Mr. Currey is a long-time industry veteran and has relationships with other industry participants and the various regulatory and public policy bodies with whom the Company must interact. By serving as Chairman, Mr. Currey is able to bring this knowledge to bear as he works with Mr. Udell, our President and CEO, in the daily decision makingdecision-making and long-term strategy development for the Company. This structure also provides continuity of leadership and a respectful climate of informed and open dialogue debate, and decision makingdebate on topics important to the Company and its stockholders. The board does not have a lead independent director, but each of the board’s committees is composed solely of independent directors. Mr. Currey became an independent director under NASDAQ Marketplace Rules on December 31, 2020 following the expiration of the three-year period of his transition to non-executive Chairman. The board will continue to review the leadership structure of the board from time to time and will appoint a lead independent director if it determines that doing so would be in the best interests of the Company and its stockholders.

What committees has the board established?

The board has standing audit, corporate governance and compensation committees. The membership of the standing committees currently is as follows:

_______________

* indicates member

Audit Committee.The audit committee consists of Messrs. Parker, TaronGerke and WilsonFuller and Ms. Rahe. Ms. Rahe who serves as the Chairperson.Chair. The board has determined that all members of the audit committee are independent for purposes of Rule 5605(a)(2) of NASDAQ’s Marketplace Rules and Rule 10A-3(b)(1) of the Exchange Act. The board has also determined that in addition to being independent, each of Messrs. Parker and Wilson and Ms. Rahe is an “audit committee financial expert” as such term is defined under the applicable SEC rules and is presumed to be financially sophisticated for purposes of Rule 5605(c)(2)(A) of NASDAQ’s Marketplace Rules.

The audit committee met four times during 2019.2021. The board has adopted an audit committee charter, which may be found by accessing the investor relations section of our website athttp://ir.consolidated.com and clicking on the “Corporate Governance” link.

The principal duties and responsibilities of the audit committee are to assist the board in its oversight of:

Our audit committee is also responsible for the following:

The audit committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. See the “Report of the Audit Committee of the Board of Directors” on page 19.23.

Corporate Governance Committee.The corporate governance committee consists of Messrs. Gerke, Moore, Fuller and Taron, whoGerke. Mr. Gerke serves as the Chairperson.Chair. The board has determined that each of Mr.Messrs. Moore, Fuller and Gerke Mr. Moore and Mr. Taron are independent for purposes of Rule 5605(a)(2) of NASDAQ’s Marketplace Rules.

The corporate governance committee met four times during 2019.2021. The board has adopted a corporate governance committee charter, a copy of which may be found by accessing the investor relations section of our website athttp://ir.consolidated.com and clicking on the “Corporate Governance” link.

The principal duties and responsibilities of the corporate governance committee are as follows:

In evaluating candidates for directorships, our board, with the assistance of the corporate governance committee, will take into account a variety of factors it considers appropriate, which may include strength of character and leadership skills; general business acumen and experience; broad knowledge of the telecommunications industry; knowledge of strategy, finance, internal business and relations between telecommunications companies and government; age; number of other board seats; and willingness to commit the necessary time to ensure an active board whose members work well together and possess the collective knowledge and expertise required by the board. We have not previously paid a fee to any third partycustomary search fees in consideration for assistance in identifying potential nominees for theto our board. While the board has not adopted a specific policy regarding diversity, it believes the diverse backgrounds and perspectives of its current directors, as described above for each nominee and current director under the heading “Board Contributions,” are well suited to the oversight of the Company’s management team, its business plans and its performance.

Compensation Committee.The compensation committee consists of Mr. Moore, who serves as its Chairperson,Chair, Mr. Currey and Ms. Rahe and Mr. Gerke.Rahe. The board has determined that each of Mr. Moore,Currey, Ms. Rahe and Mr. GerkeMoore is independent for purposes of Rule 5605(a)(2) of NASDAQ’s Marketplace Rules and satisfies the heightened standards of independence for compensation committee members pursuant to Rule 5605(d)(2)(A) of NASDAQ’s Marketplace Rules.

The compensation committee met five timestwice during 2019.2021. The board has adopted a compensation committee charter, a copy of which may also be found by accessing the investor relations section of our website athttp://ir.consolidated.com and clicking on the “Corporate Governance” link.

The principal duties and responsibilities of the compensation committee are as follows:

Additional information on the compensation committee’s processes and procedures for the consideration and determination of executive and director compensation are addressed in the “Compensation Discussion and Analysis –   Processes and Procedures for the Consideration and Determination of Executive and Director Compensation” section of this proxy statement.

Changes to Committee Assignments in 2021 and 2022. In 2021 and 2022, the corporate governance committee and our board reviewed the composition of committee roles and effectuated certain committee reassignments among directors to balance and refresh membership. Based on this review, in April 2021, Mr. Gerke stepped down from the compensation committee and joined the audit committee and Mr. Currey joined the compensation committee. Mr. Frey also joined the compensation committee in February 2022. These changes to committee membership were made in accordance with the requirements of our committee charters and the rules and guidelines applicable to membership on such committees.

Role of independent compensation consultant

The compensation committee has directly engaged Willis Towers Watson as its outside consultant to assist it in reviewing the effectiveness and competitiveness of the Company’s executive compensation and outside director programs and policies. Pursuant to its charter and NASDAQ listing standards, the compensation committee regularly reviews the independence of Willis Towers Watson relative to key factors, including whether:

The Company paid Willis Towers Watson $93,083$85,208 for services provided to the compensation committee in 20192021 and $16,185$76,040 for services provided to the compensation committee in 2018.2020. Willis Towers Watson also provided pension actuarial services and individual employee pension benefit calculations support to the Company during 2019,2021, for which the Company paid Willis Towers Watson $247,927.$91,985. The Company also paid Willis Towers Watson $109,261 for other pension-related services, technical and administrative services, and certain other out-of-scope services in 2021. The pension trust paid Willis Towers Watson $519,989 for actuarial and technical and benefit administration services; $185,716 for pension-related services, including services relating to an annuity purchase completed in 2021; and $461,863 in investment management fees. The decision to engage Willis Towers Watson for these other services was made by the Company’s human resource staff and the pension committee of management. The Company’s relationship with Willis Towers Watson (and its predecessor Watson Wyatt) is long-standing,longstanding, pre-dating the Company’s initial public offering of stock, whereby Willis Towers Watson performs ad hoc issue analysis as requested from time-to-time by management, and neither the compensation committee nor the board approved such other services.

Willis Towers Watson’s work in 20192021 consisted principally of performing analysis and providing recommendations concerning the compensation programs for the Company’s directors and senior management personnel, as well as consulting support on compensation and performance metrics and pension actuarial services, including:

For a further description of this work, please refer to the Compensation Discussion & Analysis section.

Board oversight of risk

The Company’s board of directors has responsibility for general oversight of risk management of the Company and has delegated oversight of certain risks, as appropriate, to the audit committee, the compensation committee and the corporate governance committee, as further described below.

As set forth in the audit committee charter, the audit committee reviews with management and, to the extent the committee deems it appropriate, with the independent auditors or counsel to the corporation, compliance with laws and regulations, major pending litigation, and risks and exposures relating to financial reporting, particularly disclosure and SEC reporting, disclosure controls, internal control over financial reporting, accounting, internal and independent auditors, financial policies, and tax, investment, credit and liquidity matters.

The compensation committee reviews compensation risk to determine whether compensation policies and practices for employees are reasonably likely to have a material adverse effect on the corporation, including whether the design or operation of the corporation’s compensation programs encourage employees to engage in excessive risk-taking, is aligned to the interests of stockholders, promotes effective leadership and leadership development, and appropriately awards pay for performance. In doing so, the committee reviews the overall program design, as well as the balance between short-term and long-term compensation, the metrics used to measure performance and the award opportunities under the corporation’s incentive compensation program, and the implementation of other administrative features designed to mitigate risk such as vesting requirements. In February 2019,2021, the compensation committee reviewed the Company’s compensation policies and practices and determined that these programs are not reasonably likely to have a material adverse effect on the corporation.

The corporate governance committee reviews with management and, as the committee deems useful, consultants or legal counsel, the areas of material risk to the corporation relating to (i) management continuity and succession planning, (ii) board and board committee continuity and succession, (iii) directors’ and officers’ liability insurance, and (iv) other corporate governance matters.

Management has an Enterprise Risk Managemententerprise risk management (“ERM”) steering committee in place which includes the CFO and other key executives. The CFO, as ERM committee chairman, is the primary liaison between management and the board regarding the ERM implementation and process. The steering committee has responsibility for the implementation and oversight of the ongoing ERM process including identifying, prioritizing and assigning ownership of key risks. The management team has primary responsibility for monitoring and managing these key risks which could affect the Company’s operating and financial performance. ERM is a standing agenda item on the quarterly board meeting agenda. At least annually, upon reviewing and establishing the financial and operating targets for the next fiscal year, the management team reviews, with the full board, the key risks facing the Company during the upcoming year and the plans the Company has put in place to mitigate those risks.

Stockholder recommendations for director nominations

As noted above, the corporate governance committee considers and establishes procedures regarding recommendations for nomination to the board, including nominations submitted by stockholders. Recommendations of stockholders should be timely sent to us, in accordance with the deadlines set forth under the caption “Stockholder Proposals for 20212023 Annual Meeting,” either in person or by certified mail, to the attention of the Secretary, Consolidated Communications Holdings, Inc., 1212116 South 17th Street, Mattoon, Illinois 61938-3987.61938. Any recommendations submitted to the Secretary should be in writing and should include whatever supporting material the stockholder considers appropriate in support of that recommendation and must include the information that would be required to be disclosed under the SEC’s rules in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as our director, if elected. The corporate governance committee will evaluate all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the corporate governance committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the corporate governance committee may, among other things, conduct interviews, obtain additional background information and conduct reference checks of the candidate. The corporate governance committee may also ask the candidate to meet with management and other members of the board.

Communications with directors

Stockholders interested in communicating directly with the board or the independent directors may do so by writing to the Secretary, Consolidated Communications Holdings, Inc., 1212116 South 17th Street, Mattoon, Illinois 61938. The Secretary will review all such correspondence and forward to the board or the independent directors a summary of that correspondence and copies of any correspondence that, in his opinion, deals with functions of the board or that he otherwise determines requires their attention. Any director or any independent director may, at any time, review a log of all correspondence received by the Company that is addressed to members of the board or independent directors and request copies of such correspondence. Any concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the audit committee and handled in accordance with the procedures established by the audit committee with respect to such matters.

Code of Business Conduct and Ethics

The board has adopted a Code of Business Conduct and Ethics (the “Code”), a copy of which may be found by accessing the investor relations section of our website athttp://ir.consolidated.com and clicking on the “Corporate Governance” link. Under the Code, we insist on honest and ethical conduct by all of our directors, officers, employees and other representatives, including the following:

We are also committed to providing our stockholders and investors with full, fair, accurate, timely and understandable disclosure in the documents that we file with the SEC. Further, we will comply with all laws, rules and regulations that are applicable to our activities and expect all of our directors, officers and employers to obey the law.

Our board of directors and audit committee have established the standards of business conduct contained in this Code and oversee compliance with this Code. Training on this Code is included in the orientation of new employees and has been provided to existing directors, officers and employees. If it is determined that one of our directors, officers or employees has violated the Code, we will take appropriate action including, but not limited to, disciplinary action, up to and including termination of employment. If it is determined that a non-employee (including any contractor, subcontractor or other agent) has violated the Code, we will take appropriate corrective action, which could include severing the contractor, subcontractor or agency relationship.

REPORT OF THE AUDIT COMMITTEE TO THE BOARD OF DIRECTORS

The audit committee is made up solely of independent directors, as defined in the applicable NASDAQ and SEC rules, and it operates under a written charter, which was last amended on April 30, 2018 and which is available by accessing the investor relations section of our website atir.consolidated.com.http://ir.consolidated.com. The charter of the audit committee specifies that the purpose of the audit committee is to assist the board of directors in fulfilling its oversight responsibility for:

In carrying out these responsibilities, the audit committee, among other things, supervises the relationship between the Company and its independent auditors including making decisions with respect to their appointment or removal, reviewing the scope of their audit services, pre-approving audit engagement fees and non-audit services and evaluating their independence. The audit committee oversees and evaluates the adequacy and effectiveness of the Company’s systems of internal and disclosure controls and internal audit function. The audit committee has the authority to investigate any matter brought to its attention and may engage outside counsel for such purpose.

The Company’s management is responsible, among other things, for preparing the financial statements and for the overall financial reporting process, including the Company’s system of internal controls. The independent auditor’s responsibilities include (i) auditing the financial statements and expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles and (ii) auditing the financial statements and expressing an opinion on the effective operation of, the Company’s internal control over financial reporting.

The audit committee met four times during fiscal year 2019.2021. The audit committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The audit committee’s meetings include executive sessions with the Company’s independent auditor and, at least quarterly and at other times as necessary, sessions without the presence of the Company’s management.

As part of its oversight of the Company’s financial statements, the audit committee reviewed and discussed with management and Ernst & Young LLP, the Company’s independent auditor, the audited financial statements of the Company for the fiscal year ended December 31, 2019.2021. The audit committee discussed with Ernst & Young LLP such matters as are required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301,Communications with the Audit Committee, relating to the conduct of the audit. The audit committee also has discussed with Ernst & Young LLP the auditor’s independence from the Company and its management, including the matters in the written disclosures and the letter the audit committee received from the independent auditor as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and discussed with the independent auditor the independent auditor’s independence.

Based on its review and discussions referred to above, the audit committee has recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2021, for filing with Securities and Exchange Commission. The audit committee has also selected Ernst & Young LLP as the Company’s independent auditors for 2020.2022.

MEMBERS OF THE AUDIT COMMITTEE

Maribeth S. Rahe, Chairperson
Dale E. Parker

Timothy D. Taron

Wayne Wilson

PRINCIPAL INDEPENDENT ACCOUNTANT FEES AND SERVICES

Audit Committee’s Pre-Approval Policies and Procedures

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the audit committee charter, all audit, audit-related tax, and non-audit work performed by our independent registered public accounting firm, Ernst & Young LLP, must be submitted to the audit committee for specific approval in advance by the audit committee, including the proposed fees for such work. The audit committee has not delegated any of its responsibilities under the Sarbanes-Oxley Act of 2002 to management.

Principal Accounting Firm Fees

Fees (including reimbursement for out-of-pocket expenses) paid to our independent registered public accounting firm for services in 20192021 and 20182020 were as follows:

Audit Fees include fees billed for professional services rendered by Ernst Ernst��& Young LLP for the audit of our consolidated financial statements for fiscal years 20192021 and 2018,2020, including the audit of internal controls over financial reporting under the Sarbanes-Oxley Act of 2002. Included in the Audit Fees for 2018 were approximately $200,000 of fees associated with the Company’s adoption of new accounting pronouncements during the period.2002 and comfort letters.

Audit-Related Fees for 2018in 2021 and 2020, consisted of risk advisory services. There were no Audit-Related Feesdue diligence services in 2019.connection with acquisition and disposition activities.

Tax Fees include fees billed for professional services rendered by Ernst & Young LLP related to tax consulting and tax compliance services. Tax compliance services for both 2021 and 2020 were approximately $100,000. Tax consulting services of whichapproximately $300,000 and $500,000$100,000 for 20192021 and 2018,2020, respectively, were for activitiesincluded analysis of the Company’s capital and debt restructuring events and related totransaction cost, analysis of ownership change limitations, audit examination assistance, legal entity consolidation efforts, and the Company’s acquisition and disposition activities, with the remainder for tax compliance work.activities.

For fiscal years 20192021 and 2018,2020, there were no All Other Fees.other fees. For fiscal years 20192021 and 2018,2020, the Tax Fees or All Other Fees disclosed above were approved in reliance on the exceptions to the pre-approval process set forth in 17 CFR 210.2-01(c)(7)(i)(C).

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF

INDEPENDENT registered public accounting firmREGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.2022. Our stockholders are being asked to ratify this appointment at the annual meeting. Ernst & Young LLP has served as our auditors since December 31, 2002.

Board Recommendationrecommendation and Stockholder Vote Requiredstockholder vote required

The board of directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20202022 (Proposal No. 2).

The affirmative vote of the holders of a majority of the votes represented at the annual meeting in person or by proxy will be required for approval. Representatives of Ernst & Young LLP, expected to be present at the 20202022 annual meeting, will have the opportunity to make a statement at the meeting if they desire to do so and are expected to be available to respond to appropriate questions.so.

If the appointment is not ratified, the audit committee will reconsider the appointment.

EQUITY COMPENSATION PLAN INFORMATION

Prior to the closing of our initial public offering in July 2005, our stockholders approved the 2005 Long-Term Incentive Plan, which was effective upon completion of our initial public offering. At the 2009 annual meeting of stockholders, the stockholders approved the Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan, as amended (the “LTIP”). At the 2010 annual meeting of stockholders, stockholders approved an amendment to the LTIP increasing the number of shares available under the LTIP. Subsequently, at the 2015 and 2018 annual meeting of stockholders, stockholders approved certain other provisions of the LTIP, including increasing the number of shares available under the LTIP.

The following table sets forth information regarding the LTIP,our Amended and Restated Long-Term Incentive Plan, the Company’s only equity compensation plan, as of December 31, 2019:2021:

___________________

(1) 1,621,323 shares remain available for future issuance under the LTIP, as described above.

COMPENSATION COMMITTEE REPORT

This report and the Company’s Compensation Discussion and Analysis was prepared in consultation with the compensation committee’s independent compensation advisorconsultant regarding evolving market practices. The compensation committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis as included in this Proxy Statement.

Based upon the review and discussions referred to above, the compensation committee recommended to the board of directors that the Company’s Compensation Discussion and Analysis be included in this Proxy Statement.

The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

The compensation committee of the board of directors furnishes the following report to the stockholders of the Company in accordance with rules adopted by the Securities and Exchange Commission.

This report is submitted on behalf of the members of the compensation committee:

Roger H. Moore, Chairperson

Maribeth S. Rahe

Thomas A. Gerke

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement is intended to provide stockholders with information about the compensation awarded in 2019 to the Company’s “namednamed executive officers”officers in 2021 and how it was determined. This information includes a discussiondescription of the key elements of the Company’s compensation program and the philosophy and rationale behind the compensation committee’s executive compensation decisions. The named executive officers in 20192021 are listed in the Summary Compensation Table of this proxy statement and below:

C. Robert Udell, Jr., President and Chief Executive Officer

Steven L. Childers, Chief Financial Officer and Treasurer

Overview of 2019:2021: Events Relevant to Executive Compensation

Financial overview

During 2019, our industry and our sector faced significant challenges. The Company, like other rural local exchange carriers (RLECs), remains challenged to achieve revenue stability and continues to face substantial competition from cable, wireless and other telecommunication service providers. At2021 marked the same time, capital market conditions for wireline telecommunication companies tightened in 2019, and investors have re-evaluated the acceptable levels of debt and leverage in our sector. These challenges, among others, contributed to both S&P and Moody’s issuing downgrades on the credit ratings for our term debt and senior notes in 2019.

In response to these pressures, on April 25, 2019, we announced that we were eliminating our dividend and implementing a new capital allocation plan to focus on reducing debt and leverage. We continue to viewthis decision as in the best, long-term intereststart of our stockholders by proactively accelerating the de-levering ofCompany’s evolution from our balance sheet.By makingroots as a changerural telephone company to our capital allocation model, we believe our strategy will,becoming a leading fiber-based broadband company. This transformation was grounded in the long run, reward stockholders and result in a better path to long term share price appreciation. We have a target to lower our net leverage ratio to less than 4.0x by the end of 2020.

Notwithstanding the challenges we faced in 2019, we were able to achieve severalfour key 2019 financial and performance objectives, including:priorities for 2021:

While 2021 continued to present significant challenges due to the global pandemic and supply chain disruptions, we delivered strong results in each of our priority areas.

*ForOur 2021 performance in these four priority areas, along with other 2021 accomplishments, including our investments in employee engagement initiatives, positioned us to continue our transformation into a reconciliationleading fiber broadband solution provider, and put the Company on a path to growth. Our operational, financial and strategic performance contributed to total shareholder return of Adjusted EBITDA, a non-GAAP financial measure, to net income, please refer to Item 6 of our Annual Report on Form 10-K (page 30) for the fiscal year ended December 31, 2019.55% in 2021.

** Net leverage ratio is a non-GAAP financial measure calculated as net debt (total debt less cash and cash equivalents) divided by Adjusted EBITDA for the fiscal year.

In 2019, we also continued to make significant progress integrating the FairPoint acquisition from 2017 and delivered substantial operational achievements, including:

Key 20192021 Compensation Decisions

TheWe value our shareholders’ perspectives on our executive compensation committee worked diligently in 2019 to balance two realities regardingprograms. In 2021, 97% of our shareholders approved our executive compensation program, and pay-for-performance philosophy: the challenging fiscal environmentas indicated by our say-on-pay results. We believe this demonstrated shareholders’ positive views of our industry,executive compensation philosophy, pay structure and the needcompensation related decisions.

The following compensation decisions were made by our committee with respect to continue executing deliberately on our multi-year pay transition strategy to bring our named executive officers’ compensation into line with our peer group.

Long term, the compensation committee’s objective is to increase our executives’ pay opportunity to the median of our peer group of companies of comparable size and complexity and that represent our business and labor market competitors. When making these adjustments annually, the compensation committee considers peer group pay levels, our overall Company performance, the performance of the executives and budget constraints. In 2019, we continued with this strategy and made market-based pay adjustments for our named executive officers. (Read more about our 2020 pay decisions below.)

2019 Increases:*

*These increases reflect the percentage increases for each element of total direct compensation, individually and in the aggregate, for Mr. Udell and Mr. Childers, assuming payouts at the applicable target levels.

Importantly, we also made two significant changes to our executive compensation program in 2019 in consultation with our independent compensation advisor to reflect evolving market practices:2021:

In 2019, shareholders voted over 95% in favor of the Say-On-Pay vote for our executive compensation program. We view this level of support as an endorsement of our executive pay program, past practices and pay decisions.

Key 2020 Compensation Decisions

The compensation committee made several pay-related decisions early in 2020, recognizing the challenges facing our sector, the decline in the Company’s stock price and the corresponding reduction in value to our stockholders.

Based on our 2019 operational performance, the compensation committee approved annual cash bonus payouts of 50.0% of target for Mr. Udell and Mr. Childers. Similarly, in February 2020, each of Mr. Udell and Mr. Childers earned 50.0% of the target number of annual performance shares previously granted to the named executive officers in March 2019 based on 2019 performance. These earned performance shares are subject to adjustment based on the Company’s performance relative to the performance peer group’s total stockholder return (TSR) and vest following the end of a three-year performance measurement period.

Even though our named executive officers remain below market in total compensation, the compensation committee elected to suspend its multi-year transition strategy to move compensation toward the median of our peer group. As a result, the compensation committee did not increase Mr. Udell’s base salary or target short-term incentive for 2020. In addition, the value of long-term incentive awards granted to Mr. Udell in March 2020 reflected a reduction of 15% from the 2019 grant value. For Mr. Childers, the compensation committee also elected to suspend any increase to base salary or target short-term incentive levels in 2020. However, because of Mr. Childers’ key financial and strategic role during a particularly challenging period for the Company, and in further consideration of the level of Mr. Childers’ compensation relative to target compensation levels within our peer group, the compensation committee approved a long-term incentive award in 2020 at a grant value of $900,000, representing an increase of approximately 17% over the value of the 2019 grant. For each of Mr. Udell and Mr. Childers, approximately 50% of the shares awarded in 2020 are performance-based restricted shares.

Executive Compensation Objectives

The compensation committee intends that each key element of our total compensation plan serves specific purposes that help satisfy the objectives of the Company’s executive compensation program while holding our named executive officers accountable for achieving key financial and operational goals.

The compensation committee also remains focused on retaining and motivating senior leaders in the Company, notwithstandingCompany. The following tables detail the decision to suspendprimary overall objectives of our executive pay program, and how those objectives are achieved through the Company’s 2017 multi-year pay transition strategy in recognition of current sector and business challenges. As such, the Company’s executive compensation program remains structured to achieve the following three objectives:

program’s design.

A foundation of the Company’s compensation objectivesprogram is to provideproviding a mix of compensation that includes substantial “at risk” pay for named executive officers. The graph below demonstrates that 82%officers, based on their achievement of performance objectives. As shown on the following page, 85% of the target total direct compensation for Mr. Udell is “at risk” based on performance, and 77% of the graph on page 28 demonstrates that 75% oftarget total direct compensation for Mr. Childers is “at risk.”

The target total direct compensation for Messrs. Udell and Childers includes 2021 base salaries, 2021 target short-term incentive opportunities and target 2021 long-term incentive award values as approved by the compensation committee.

Processes and Procedures for the Consideration and Determination of Executive Compensation

The board of directors annually establishes and approves the operating and performance goals for the Company, and the compensation committee then determines the appropriate criteria for linking compensation of the named executive officers and non-employee directors to this performance, including the establishment of: