Kenneth S. Dixon
About Kenneth S. Dixon
Kenneth S. Dixon (age 56) is a non‑independent director of Array Digital Infrastructure, Inc. (“Array,” ticker AD), appointed effective July 1, 2025, and currently serves as President and CEO of TDS Telecommunications LLC (TDS Telecom), a wholly owned subsidiary of Telephone and Data Systems, Inc. (TDS). He brings 33 years of telecommunications leadership, including President of Consumer Markets at Verizon overseeing a $13B business and CEO of Tillman FiberCo (2022–2024). Dixon holds a B.S. from Syracuse University and served on the Dean’s Advisory Board of its College of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | President, Consumer Markets; multiple leadership roles | 1992–2019 | Led $13B consumer business; executed fiber network transformation |
| Tillman FiberCo | Chief Executive Officer | 2022–2024 | Built and operated fiber broadband infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TDS Telecommunications LLC (TDS Telecom) | President & CEO | 2025–present | Operating leadership at TDS subsidiary |
| Telephone and Data Systems, Inc. (TDS) | Director | Since July 2025 | Public company board service |
| Syracuse University College of Arts & Sciences | Dean’s Advisory Board | Not disclosed | Advisory engagement |
Board Governance
- Independence and election mechanics: Array is a “controlled company” under NYSE rules; TDS holds 95.9% of voting power on matters other than director elections and elects 6 of 9 directors via Series A Common Shares. Dixon is explicitly disclosed as a non‑independent director nominated for election by the Series A class .
- Committees: The Audit Committee consists solely of independent directors (Harczak—Chair, Iriarte, Williams). No committee assignment is disclosed for Dixon. The Long-Term Incentive Compensation Committee (LTICC) was dissolved in August 2025; the full Board now determines equity plan matters. A Technology Advisory Group (TAG) Committee exists in an advisory capacity (Chair: LeRoy T. Carlson Jr.) .
- Attendance and engagement: In 2024, the Board held 11 meetings (5 regular, 6 special for strategic alternatives); each director met at least the 75% attendance threshold. Independent directors meet at least annually in executive session; non‑management directors meet in regular executive sessions. Chair and CEO roles are separated .
- Charter amendments: 2025 proposal updates corporate opportunity and business activity provisions to reflect Array’s tower business post-divestiture of wireless operations; TDS consent governs engaging in businesses outside towers while ≥500k Series A shares are outstanding .
Fixed Compensation (Director)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non‑employee directors |
| Annual equity retainer | $120,000 in fully vested Array Common Shares, rounded to whole shares at annual meeting price; example grant 2,836 shares at $43.01 (May 21, 2024) | Non‑employee directors |
| Meeting fees | $1,750 per Board and committee meeting (Audit, LTICC) | Non‑employee directors |
| Committee retainers | $22,000; Audit Chair $11,000; Audit member $14,000; LTICC Chair $7,000 | For relevant roles (2024) |
| Supplemental independent director fees (strategic review) | $15,000 per month (Jan–Nov 2024) | One‑time increment in 2024 |
| Policy on TDS employees | Directors who are employees of TDS or its subsidiaries do not receive Array director fees | Applies to Dixon as TDS Telecom CEO |
Performance Compensation (Director)
| Feature | Description |
|---|---|
| Equity award type | Fully vested Array Common Shares at grant; not performance‑conditioned |
| Grant calibration | Value set at $120,000; shares determined by closing price at annual meeting (e.g., 2,836 shares at $43.01 on May 21, 2024) |
| Performance metrics | None for director equity grants (no TSR or KPI hurdles) |
| Hedging/pledging | Prohibited for directors under TDS/Array insider trading policy |
Other Directorships & Interlocks
| Entity | Relationship | Governance Relevance |
|---|---|---|
| TDS (NYSE: TDS) | Dixon is a director since July 2025; TDS controls Array (95.9% voting power; elects 6/9 directors) | Potential information flow and control influence |
| TDS Telecom (subsidiary of TDS) | Dixon is CEO | Management interlock within controlling shareholder |
Potential conflict vectors: Controlled-company exemptions (non‑majority independent board), TDS electing majority of directors, and extensive intercompany agreements on tax, services, auditors, and legal counsel selection .
Expertise & Qualifications
- 33 years telecom leadership; led Verizon’s $13B consumer business; fiber network transformation experience; CEO of a fiber infrastructure developer .
- Education: Bachelor of Science, Syracuse University; Dean’s Advisory Board member .
- Sector fit: Operations, marketing, sales, and network transformation within telecom; relevant to Array’s tower operations oversight .
Equity Ownership
| Security | Beneficial Ownership | As of | Notes |
|---|---|---|---|
| Array Common Shares | 0 shares | Aug 1, 2025 | Less than 1% ownership; no pledge disclosures in table |
| TDS Common / Series A Shares | 0 shares of each | Aug 1, 2025 | Less than 1% |
| Hedging/pledging policy | Hedging and pledging of Array/TDS shares prohibited for directors | Current | Alignment safeguard |
Related-Party Transactions (Control & Cash Flows)
| Agreement/Service | 2024 Amount | Key Terms |
|---|---|---|
| Federal tax allocation payments to TDS | $35M net paid by Array | Array joins consolidated TDS returns; pays as if filing separately; disputes handled by TDS at Array’s expense |
| State/local unitary tax payments to TDS | $2M net paid | Similar unitary/combined treatment |
| Shared services & materials (ops, HR, finance, billing, etc.) | $59M paid to TDS affiliates | Charged per TDS customary allocation; equipment/materials intra‑affiliate basis |
| Cash management program | Not quantified; deposits with TDS, daily earnings, on‑demand availability | Liquidity and investment services |
| Auditors and counsel selection | TDS selects auditors (PwC) and can select counsel; fees allocated; conflict exceptions apply | Governance influence |
| Exchange & corporate opportunity rights | TDS rights to maintain proportionate interest; corporate opportunity waiver historically tied to cellular business—amendments proposed for tower business |
Governance Assessment
-
Strengths
- Relevant telecom operating expertise; executive leadership experience at Verizon and fiber infrastructure development enhances oversight of tower strategy .
- Independent Audit Committee with financial expert; quarterly oversight of reporting, risk, cybersecurity, and related‑party review .
- Separated Chair/CEO roles and annual board self‑assessment; executive and independent session practices in place .
- Prohibition on hedging/pledging; annual Say‑on‑Pay (shareholders voted overwhelmingly FOR in 2024) .
-
Concerns and RED FLAGS
- Controlled company: TDS elects 6/9 directors and holds 95.9% voting power—minority holders have limited influence; Dixon is non‑independent and a current TDS subsidiary CEO, elevating potential conflicts .
- Extensive intercompany arrangements (tax, services, cash management, auditor and counsel selection) create structural related‑party exposure and governance dependency on TDS .
- Corporate opportunity framework and Charter provisions historically prioritized cellular business; amendments proposed post‑divestiture—monitor implementation and any practical constraints on Array pursuing opportunities independently of TDS .
- Board compensation oversight centralized (LTICC dissolved; full Board handles equity plan determinations), increasing reliance on a board with majority non‑independent members .
Net view: Dixon’s operating pedigree is additive, but independence and interlocks with the controlling shareholder warrant heightened monitoring of related‑party decisions, auditor/counsel selection, and capital allocation (including tower monetization and spectrum sales) to safeguard minority investor interests .