Joseph R. Hanley

About Joseph R. Hanley

Joseph R. Hanley is a non‑independent director of Array Digital Infrastructure, Inc. (AD), appointed August 1, 2025; he is 58 and serves as Senior Vice President – Strategy & Corporate Development at Telephone and Data Systems, Inc. (TDS) . He has 37 years of telecommunications experience, with a BS in Electrical Engineering (University of Illinois at Urbana‑Champaign) and an MBA (Arizona State University), and previously led technology, services, and strategy at TDS prior to June 2021 . He was recommended for the AD board by TDS, which controls AD’s Series A shares .

Past Roles

External Roles

Board Governance

• Status and election: Hanley was elected August 1, 2025 to fill a vacancy and is nominated for election by the Series A holder (TDS) for the 2025 meeting; he is non‑independent .
• Committee assignments: Not listed on the Audit Committee (independent members are Harczak (Chair), Iriarte, Williams); the Long‑Term Incentive Compensation Committee was dissolved in August 2025, with the full board assuming responsibilities; TAG Committee membership disclosed (LeRoy T. Carlson Jr., Harczak, Iriarte, Williams) does not include Hanley .
• Controlled company: AD is a NYSE “controlled company”; TDS elects six of nine directors and holds ~95.9% voting power on matters other than director elections (10 votes per Series A share) .
• Attendance: AD held 11 board meetings in 2024; all then‑serving directors met the 75% attendance threshold. Hanley joined in 2025; no individual attendance figures for him are disclosed .
• Governance practices: Annual director elections, executive sessions of non‑management directors, prohibition on hedging/pledging by directors and officers, separated Chair/CEO roles .

Fixed Compensation

• TDS‑employee directors do not receive AD director fees; they are compensated by TDS (policy applies to LeRoy T. Carlson Jr. and Vicki L. Villacrez and, by extension, to Hanley as a TDS SVP) .
• AD’s non‑employee director compensation structure (for context):
  • Annual cash retainer: $90,000
  • Annual equity retainer: $120,000 in fully vested AD common shares, granted at the annual meeting price (e.g., 2,836 shares at $43.01 on May 21, 2024)
  • Meeting fees: $1,750 per board/committee meeting (Audit, LTICC)
  • Committee retainers: Audit Chair $22,000, Audit member $11,000; LTICC Chair $14,000, LTICC member $7,000 (as previously structured)

Performance Compensation

• No performance‑linked compensation for directors is disclosed; equity for non‑employee directors is time‑vested and fully vested at grant (Hanley, as a TDS employee, does not receive AD director equity) .

Other Directorships & Interlocks

Additional related‑party exposure (parent–subsidiary ties):

• Intercompany services and materials: AD paid $59 million to TDS and affiliates in 2024 for services/equipment; TDS selects AD’s independent auditor (PwC); AD engages counsel selected by TDS if joint matters .
• Tax allocation: AD made net payments of $35 million to TDS for 2024 Federal taxes under the Tax Allocation Agreement; additional state/unitary allocations (~$2 million) .
• Insurance cost sharing: $12 million of premiums allocated to AD under TDS policies (2024) .
• Legal services: Sidley Austin LLP provided legal services ($11 million Jan 1, 2024–Jun 30, 2025); chair Walter C. D. Carlson was Senior Counsel at Sidley through Jan 31, 2025; TDS GC John P. Kelsh is a Sidley partner .

Expertise & Qualifications

• Technical and standards leadership (ATIS First Vice Chair), engineering foundation, product management, corporate development/M&A, strategic technology and public policy—useful for AD’s tower and spectrum monetization strategy post‑T‑Mobile transaction .

Equity Ownership

Governance Assessment

• Strengths:

  • Deep strategy/technology and corporate development experience relevant to AD’s tower portfolio and spectrum monetization; standards leadership (ATIS) supports governance on technology risk .
  • Audit Committee composed entirely of independent directors; regular cybersecurity oversight and independent director executive sessions .
  • Prohibition on director/officer hedging/pledging; annual elections; Say‑on‑Pay maintained annually by policy .

• Risks and RED FLAGS:

  • Controlled‑company structure: TDS holds ~86.1% of voting power on non‑director matters and elects six of nine directors; Hanley is a TDS SVP and non‑independent director—significant potential conflicts of interest and minority shareholder governance risk .
  • Extensive related‑party arrangements (intercompany services $59M, tax $35M, insurance $12M, auditor and counsel selection by TDS), and Sidley ties to AD’s chair—ongoing related‑party exposure requires vigilant Audit Committee oversight .
  • Low AD equity alignment: no disclosed AD share ownership or director equity grants for TDS‑employee directors like Hanley; policy pays non‑employee directors in stock, but Hanley does not receive AD director equity .

Overall: Hanley’s domain expertise is additive for strategic repositioning, but his TDS executive role, AD’s controlled‑company status, and the breadth of intercompany transactions present persistent governance conflicts and alignment questions for minority investors. Robust independent committee oversight and transparent related‑party reviews are critical mitigants .