Executive Committee Meeting - September 3, 2026

Call to Order

F. X. Flinn called the meeting to order at approximately 4:03 PM ET.

Attendance and Introduction of Guests

A quorum of the Executive Committee was present (quorum by members). John Powell, Secretary, confirmed the quorum and identified those present, including Executive Committee members. Guests are provided in the attendance sheet.

Changes to the Agenda

F. X. Flinn asked whether anyone wished to request changes to the agenda. Jerry Ward commented that the agenda appeared to move in and out of executive session several times and wondered whether that could be smoothed out. F. X. Flinn responded that going in and out of executive session is technically what is required. The Committee proceeded with the agenda as listed.

Public Comments

Public comment was invited; no members of the public commented.

Approval of Minutes

F. X. Flinn noted that members had had the opportunity to review the minutes of July 6th and asked for any requested changes or updates. Hearing none, the minutes were deemed adopted by unanimous consent.

Legal Update (Executive Session)

The Committee entered executive session to receive the advice of legal counsel.

Motion 1 (statutory finding): On a motion by Irv Thomae, seconded by Jerry Ward, the Board voted unanimously that premature general public knowledge would clearly place the public body at a substantial disadvantage pursuant to 1 V.S.A. § 313(1)(F). (~4:05–4:06 PM ET)

Motion 2 (enter executive session): On a motion by F. X. Flinn, seconded by Irv Thomae, the Board voted unanimously to enter executive session at approximately 4:06 PM ET pursuant to 1 V.S.A. § 313(1)(F) to receive the advice of legal counsel. The following persons were present during executive session: members of the Executive Committee and legal counsel Ryan Long.

Upon returning to open session at 4:17 PM, F. X. Flinn reported that there was nothing to report from the executive session.

VISPO Update

F. X. Flinn introduced the VISPO update, focused on 2027 projections, development of a draft budget, and work underway on drafting a business plan.

Cliff Rankin presented the draft 2027 budget and made the following points:

• The revenue numbers are predicated on meeting net-add targets through year-end and holding the line on average revenue per unit — currently about $104 per month on the residential side and about $185 per month per business customer.
• July appeared to turn a corner, but August numbers seen earlier in the week came in at about half of projected customer adds, which will affect the 2027 budget.
• Recurring revenue is just over $14.9 million. Grant proceeds are limited; additional amounts for the conduit grant (extended through May) still need to be added.
• Cost of goods sold is consistent at just under $1.5 million. Payroll is projected at just over $3 million, holding true to add headcount in customer service and Tier 2 technical support, with an offset for capitalized labor as drops and customer premises are added. Total VISPO operating expense is projected at about $4.2 million.
• ECF subcontractors include surveyors; billing software runs roughly $20,000–$30,000 per month and varies with customer count. Network maintenance averages about $600,000 annually (“at the mercy of the storms”). Legal services came in about where he and Dan Childs anticipated.
• Discounts, credits, and promotions are significant, including the technical access credit for employees and board discounts. Community organization support reflects nonprofits given “Wicked for Basic.” Marketing is about $72,000, with a longstanding discretionary board line of $200,000. Bank charges (payment processing) average about $20,000 per month. Interest income reflects earnings on funds at Vanguard and debt service funds at U.S. Bank.
• Based on conservative customer numbers, the budget stands on its own with a debt service coverage ratio of 1.4, predicated on entering the year at 10,950 customers. Churn is exceptionally high; installs look good, but the net add for the month was only 47 — about half of what is needed to reach 10,950.

Stan Williams argued that VISPO should develop and track a “cost per new customer addition” metric (all-in, including marketing, promotions, and other discounts), a standard metric in the cellular industry, and that gross additions rather than net should be used. He noted rising churn from Starlink and Fidium competition and estimated that at $104 average revenue, EBITDA contribution is on the order of 80%, so acquisition costs could be repaid in roughly seven months. Cliff Rankin said he was not prepared to produce that metric immediately but could tease the numbers out.

F. X. Flinn responded that this discussion is exactly the kind of key performance indicator work that belongs in the business plan development, which will inform the budget, while agreeing the metric should be considered in budgeting. Irv Thomae characterized the exchange as a “chicken and egg” question and said both must be discussed. F. X. Flinn agreed that the budget cannot be discussed without a plan, and noted the business plan will inform matters such as whether and when to refinance.

Jerry Ward asked Cliff Rankin whether the metric request was reasonable and helpful. Liane Allen agreed it is a useful metric for understanding marketing programs. Chris Noble also endorsed the metric as valuable for planning and for connecting work processes, while suggesting the manner in which it was presented could have been “polished a bit.” F. X. Flinn agreed that a widely used industry metric should be adopted. Corey Klinck asked how far the metric should extend (e.g., technician labor hours, incremental technical support, a share of hub equipment replacement); F. X. Flinn said those are precisely the questions to work through in the business plan process.

F. X. Flinn outlined the timeline:

• October meeting: draft 2027 budget, draft annual report to the towns (incorporating the draft budget), draft public hearing notice, and a draft business plan.
• November meeting: conduct the public hearing on the budget and discuss any updates to the draft budget and draft business plan.
• December Governing Board meeting: adopt the 2027 budget and, if complete, the business plan.

He noted that most initial work on the business plan will be with the VISPO board, led by Joe Canavan, with material expected to circulate toward the third week in September, after which Executive Committee members can become involved.

Dan Childs raised the loan for new trucks. He explained that he was seeking a recommendation from the Executive Committee to the Governing Board authorizing him to sign loan documents to purchase new trucks; because of the amount of money involved, Governing Board approval is required. He recommended financing rather than paying cash, noting financing would cost roughly $7,000–$8,000 per truck per year in interest and principal (about $21,000–$22,000 total), whereas paying cash would require giving up about $200,000; he prefers to preserve cash. F. X. Flinn asked about the Vermont Treasurer program to help municipalities buy equipment; Dan Childs said the State did not come through and had indicated the program did not apply, and F. X. Flinn asked Dan Childs to locate that information. Liane Allen noted that if multiple municipalities (e.g., another CUD) come together to buy trucks, the loan is supposed to be 0%. Dan Childs said purchase would likely not occur until 2027, given approvals, documentation, sourcing, and delivery timelines.

Jerry Ward asked whether the authorization would preclude changing course to self-finance or use the state program later; F. X. Flinn confirmed all options would remain on the table. F. X. Flinn stated he sensed consensus that financing was the right approach and that this recommendation would be reported to the Governing Board, possibly on the consent agenda. John Powell noted he had Dan Childs’ proposed wording from two days prior and would incorporate it into the agenda motion.

Chair Report

a. Upper Valley ListServ appropriation

Not discussed.

b. Grants Update

F. X. Flinn reported that the Affordable Long Drop Program will be extended into next year (June 30 or possibly May 31). Cliff Rankin has finished the paperwork to submit the remaining billing for the construction grant, and F. X. Flinn is uploading materials to the state site. The District finally received its $2.7 million check for Stage 3 (the Topsham area), which had been delayed by a breakdown in internal communications at the state level; after the District’s inquiries, the check arrived about four days later, and F. X. Flinn believes the issue will not recur.

Motion 1 (statutory finding): On a motion by F. X. Flinn, seconded by Irv Thomae, the Board voted unanimously that premature general public knowledge would clearly place the public body or a person involved at a substantial disadvantage pursuant to 1 V.S.A. § 313(1)(A). (~4:49 PM ET)

Motion 2 (enter executive session): On a motion by F. X. Flinn, seconded by Chris Noble, the Board voted unanimously to enter executive session at approximately 4:50 PM ET pursuant to 1 V.S.A. § 313(1)(A) to discuss contractual information related to NEK Broadband and the RDOF program. The following persons were present during executive session: members of the Executive Committee.

Upon returning to open session at approximately 5:10 PM, F. X. Flinn reported there was nothing to report from the executive session.

c. Administrative & Personnel Matters

Appointment of Assistant Secretary

F. X. Flinn (~5:10 PM ET) made a motion:

Motion: to appoint Kevin Perron to be Assistant Secretary

Seconded: Irv Thomae (~5:11 PM ET).

The motion was deemed adopted by unanimous consent.

F. X. noted Kevin Perron has been assisting John Powell in the same manner John Powell had assisted Jeff Brand, describing it as a good addition to the leadership team. Kevin Perron thanked the Committee and expressed enthusiasm to help further.

Executive Committee seat vacancy

F. X. Flinn reported the receipt of Clare Holland’s resignation from the Executive Committee. Irv Thomae (~5:12 PM ET) made a motion:

Motion: The Executive Committee hereby notifies the Governing Board of a vacancy caused by the resignation of our member Clare Holland, and suggest to the Governing Board that an election to fill the seat would be appropriate.

Seconded: F. X. Flinn (~5:12 PM ET).

The motion was deemed adopted by unanimous consent. Dan Childs reported that Patrick Kell has obtained permission to perform the Assistant Treasurer job, and that while he still needs to discuss expectations, this is a significant first step. F. X. Flinn welcomed the news.

Motion 1 (statutory finding): On a motion by F. X. Flinn, seconded by Chris Noble, the Board voted unanimously that premature general public knowledge would clearly place the public body or a person involved at a substantial disadvantage pursuant to 1 V.S.A. § 313(3). (~5:13 PM ET)

Motion 2 (enter executive session): On a motion by F. X. Flinn, seconded by Irv Thomae, the Board voted unanimously to enter executive session at approximately 5:14 PM ET pursuant to 1 V.S.A. § 313(3) to discuss personnel matters. The following persons were present during executive session: members of the Executive Committee.

• Chris Noble re-entered the executive session at approximately 5:35 PM ET.

Upon returning to open session at approximately 5:43 PM ET, F. X. Flinn reported there was nothing to report from the executive session.

d. VISPO Contract development

F. X. Flinn reported that work on the VISPO contract was suspended in February, with the parties proceeding under the MOU. He asked both Executive Committee members and VISPO to review where the work left off, with an eye toward establishing a contract between the District and VISPO. He noted no executive session was needed today as there was nothing concrete to discuss.

Noting the fall arrives on September 22nd, he proposed a special meeting of the Executive Committee — with other interested participants such as Ken Parrot, who was part of the working group — in the third week of October, between the board meeting and a regular Executive Committee meeting. He expressed hope to finalize a contract with VISPO before the end of the calendar year. There were no questions.

Adjournment

F. X. Flinn declared the meeting adjourned (~5:46 PM ET) and noted the group would reconvene on Tuesday.