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Pay vs Performance Disclosure
Pure in Thousands

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The below table and related disclosure is provided in compliance with Item 402(v) of Regulation S-K (the “PvP disclosure rules”), which presents for the previous four fiscal years: (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively; (ii) the total and average total “compensation actually paid” (as determined in accordance with the PvP disclosure rules) for the Chief Executive Officer (“Compensation Actually Paid to PEO”) and the named executive officers as a group (excluding the Chief Executive Officer) (“Average Summary Compensation Actually Paid to Non-PEO NEOs”), respectively; (iii) the Company’s cumulative Total Shareholder Return (“Cumulative TSR”) and the cumulative TSR (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PvP Peer Group”); (iv) Net Income and (v) Adjusted EBITDA.

Unaudited
																		Value of Initial Fixed $100 Investment Based on:
Year ⁽¹⁾		Summary Compensation on Table Total for PEO				Compensation Actually Paid to PEO⁽²⁾				Average Summary Compensation on Table Total for Non- PEO NEOs⁽³⁾				Average Summary Compensation Actually Paid to Non- PEO NEOs⁽²⁾				Total Shareholder Return				Peer Group Total Shareholder Return⁽⁴⁾				Net Income (In Thousands)				Total Adjusted EBITDA (In Thousands)⁽⁵⁾
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)
2024		$	975,733			$	506,637			$	670,289			$	561,620			$	28			$	158			$	(109,860	)		$	34,917
2023			1,138,720				2,054,067				640,572				999,061				44				119				(96,197	)			15,451
2022			1,306,202				967,399				1,273,460				1,150,132				55				82				(27,571	)			37,590
2021			781,236				852,582				518,215				558,488				136				134				3,364				48,821
2020			662,016				727,497				392,192				438,299				120				137				5,775				50,973

(1)	Mr. Noss served as Principal Executive Officer (“PEO”) for all five years. Messrs Reilly, Woroch and Fausett served as Non-PEO NEOs for all five years. Mr. Ivanov has served as an NEO since August 5, 2024. Mr. Singh served as an NEO for the four years 2020, 2021, 2022, 2023 and up to August 2, 2024.
(2)	Represents Compensation Actually Paid (“CAP”) for our PEO and average CAP for our Non-PEO NEOs as a group, as computed in accordance with the PvP disclosure rules (determined as set forth below). The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by our NEOs during the covered years.

PEO Total Compensation Amount

$ 975,733

$ 1,138,720

$ 1,306,202

$ 781,236

$ 662,016

PEO Actually Paid Compensation Amount

$ 506,637

2,054,067

967,399

852,582

727,497

Adjustment To PEO Compensation, Footnote

Adjustment to Determine CAP for PEO

Summary Compensation Table^(a)		2024				2023				2022				2021				2020
SCT Total for PEO ^(b)		$	975,733			$	1,138,720			$	1,306,202			$	781,236			$	662,016
Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year^(c)			(141,089	)			(273,800	)			(561,542	)			(125,719	)			(90,315	)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year^(d)			104,431				522,180				525,790				142,214				128,144
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years^(d)			(253,890	)			273,810				(197,560	)			41,789				32,645
Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year^(d)			-				281,696				-				-				-
Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year^(d)			(178,548	)			111,462				(105,491	)			13,062				(4,994	)
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year^(d)			-				-				-				-				-
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation			-				-				-				-				-
TOTAL ADJUSTMENTS			(469,096	)			915,347				(338,803	)			71,346				65,481
COMPENSATION ACTUALLY PAID		$	506,637			$	2,054,067			$	967,399			$	852,582			$	727,497

(a)

We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made.

(b)	Due to administrative error, the information in this row has been updated to reflect gross salary.

(c)	The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, as well as the "Subsidiary Stock Options" column of the Other Compensation table breakdown.

(d)

In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our 2024 Annual Report for additional details.

Non-PEO NEO Average Total Compensation Amount

$ 670,289

640,572

1,273,460

518,215

392,192

Non-PEO NEO Average Compensation Actually Paid Amount

$ 561,620

999,061

1,150,132

558,488

438,299

Adjustment to Non-PEO NEO Compensation Footnote

Adjustment to Determine CAP for Non-PEO Named Executive Officers as a Group

Summary Compensation Table^(a)		2024				2023				2022				2021				2020
Average SCT Total for Non-PEO Named Executive Officers^(b)		$	670,289			$	640,572			$	1,273,460			$	518,215			$	392,192
Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year^(c)			(142,847	)			(30,608	)			(677,539	)			(113,147	)			(45,839	)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year^(d)			107,927				39,929				646,564				27,992				64,073
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years^(d)			16,842				133,551				(94,589	)			20,622				8,159
Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year^(d)			-				3,801				-				-				-
Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year^(d)			(59,738	)			211,817				2,236				4,805				19,713
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year^(d)			(30,853	)			-				-				-				-
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation			-				-				-				-				-
TOTAL ADJUSTMENTS			(108,669	)			358,489				(123,328	)			40,273				46,107
COMPENSATION ACTUALLY PAID		$	561,620			$	999,061			$	1,150,132			$	558,488			$	438,299

(a)

We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made.

(b)	Due to administrative error, the information in this row has been updated to reflect gross salary.

(c)	The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, as well as the "Subsidiary Stock Options" column of the Other Compensation table breakdown.

(d)

In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our 2024 Annual Report for additional details.

(3)	Amounts reflected in this column represents the average “Total Compensation” from the SCT and CAP for our Non-PEO NEOs as a group for the covered years.

(4)

The dollar amounts reported in column (g) represent the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: RDG Internet Composite Index.

(5)	We identified Adjusted EBITDA as our Company-Selected Measure that represents, in our view, the most important measure used to link CAP to performance. Adjusted EBITDA is a non-GAAP measure.

Compensation Actually Paid vs. Total Shareholder Return

Narrative to the Pay versus Performance Table

As discussed in our disclosures under the “Incentive bonus program” section of this proxy statement, Adjusted EBITDA was the only performance measure used directly in the calculation of compensation paid for Fiscal 2020, Fiscal 2021, Fiscal 2022, Fiscal 2023 and Fiscal 2024. Beginning in Fiscal 2023, the Company has replaced Adjusted EBITDA incentive bonus targets with segment targets that are more individually aligned to each NEO's ability to impact Company performance and drive long-term EBITDA growth.

The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in Fiscal 2020, Fiscal 2021, Fiscal 2022, Fiscal 2023 and Fiscal 2024 to the Company’s Cumulative TSR. It also compares the Company’s Cumulative TSR with its Peer Group’s Cumulative TSR.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP, the Company’s Adjusted EBITDA for FY 2020-2024

The following graph demonstrates the relationship of the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Noss) with the Company’s Adjusted EBITDA over the five fiscal years presented in the table. It should be noted that Adjusted EBITDA targets used to determine CAP in Fiscal 2023 were lowered to reflect the expected impact of accelerated build of our Ting Fiber Network and scaling up of operations on consolidated Adjusted EBITDA.

Tabular List, Table

Financial Performance Measures for Fiscal Year 2024

The Company's annual incentive bonuses were structured based on balanced scorecards for each business segment, which included a number of financial and non-financial performance measures specific to each NEO's ability to positively impact the long-term profitability of the Company. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. Adjusted EBITDA measures the operational performance and profitability of our businesses, and we use this measure or other measures that positively impact long-term Adjusted EBITDA growth in our compensation programs to incentivize and reward our senior officers to focus on the combination of cost savings and profitable revenue growth.

Total Shareholder Return Amount

$ 28

44

55

136

120

Peer Group Total Shareholder Return Amount

158

119

82

134

137

Net Income (Loss)

$ (109,860,000)

$ (96,197,000)

$ (27,571,000)

$ 3,364,000

$ 5,775,000

Company Selected Measure Amount

34,917

15,451

37,590

48,821

50,973

Pay vs Performance Disclosure

Adjusted EBITDA

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (469,096)

$ 915,347

$ (338,803)

$ 71,346

$ 65,481

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(141,089)

(273,800)

(561,542)

(125,719)

(90,315)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

104,431

522,180

525,790

142,214

128,144

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(253,890)

273,810

(197,560)

41,789

32,645

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

281,696

0

0

0

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(178,548)

111,462

(105,491)

13,062

(4,994)

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

0

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

0

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(108,669)

358,489

(123,328)

40,273

46,107

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(142,847)

(30,608)

(677,539)

(113,147)

(45,839)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

107,927

39,929

646,564

27,992

64,073

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

16,842

133,551

(94,589)

20,622

8,159

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

3,801

0

0

0

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(59,738)

211,817

2,236

4,805

19,713

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(30,853)

0

0

0

0

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 0

$ 0

$ 0