H. Fenwick Huss
ADTRAN HoldingsAbout H. Fenwick Huss
H. Fenwick Huss, age 74, has served on ADTRAN’s board since 2002 and is currently Lead Independent Director (elected in May 2015) and Chair of the Audit Committee; he also serves on the Compensation, ESG, and Nominating & Corporate Governance committees . He retired in December 2022 as the Willem Kooyker Dean of Baruch College’s Zicklin School of Business and is an accounting professor; prior roles include Dean and senior leadership at Georgia State University and earlier faculty roles at the University of Maryland, underscoring deep expertise in financial accounting and corporate finance; the Board also designates him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baruch College (CUNY), Zicklin School of Business | Willem Kooyker Dean; Professor (Accountancy) | Jul 2014 – Dec 2022 | Academic leadership; financial/accounting expertise (Biography) |
| Georgia State University, J. Mack Robinson College of Business | Dean | 2004 – 2014 | Academic leadership; finance/accounting oversight (Biography) |
| Georgia State University | Associate Dean | 1998 – 2004 | Academic administration (Biography) |
| Georgia State University, School of Accountancy | Director | 1996 – 1998 | Program leadership in accountancy (Biography) |
| Georgia State University | Faculty | Since 1989 | Accounting/finance scholarship (Biography) |
| University of Maryland | Assistant Professor | 1983 – 1989 | Accounting faculty (Biography) |
| Université Paris 1 Panthéon-Sorbonne | Visiting Professor | Not specified | International academic engagement (Biography) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other public company boards | None disclosed in the proxy biography | — | — |
Board Governance
- Current ADTRAN committee assignments: Audit (Chair), Compensation, ESG, Nominating & Corporate Governance .
- Audit Committee: 11 meetings in 2024; all members independent under Nasdaq and meet SEC heightened independence; Huss is designated an “audit committee financial expert” .
- Compensation Committee: 4 meetings in 2024; all members independent under Nasdaq and SEC standards .
- Nominating & Corporate Governance Committee: 4 meetings in 2024; all members independent .
- ESG Committee: 5 meetings in 2024; all members independent .
- Board met 17 times in 2024; no incumbent director attended less than 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Governance highlights: 6 of 7 directors are independent; majority voting; regular executive sessions of independent directors; no poison pill; simple majority standards; stock ownership guidelines for directors; risk oversight by full Board and committees .
- Lead Independent Director: Huss elected in May 2015; presides over executive sessions, serves as liaison to Chair/CEO, and oversees the CEO evaluation .
- Related-party transactions: None since Jan 1, 2024 meeting Item 404 thresholds; Audit Committee oversees related-party review .
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash (Huss) | $126,875 |
| Annual cash retainer (standard, non-employee directors) | $90,000 (pro-rated as applicable) |
| Lead Director additional cash retainer | $30,000 (pro-rated) |
| Audit Committee Chair additional cash retainer | $25,000 (pro-rated) |
| Compensation Committee Chair additional cash retainer | $20,000 (pro-rated; not applicable to Huss) |
| Nominating & Corporate Governance Chair additional cash retainer | $15,000 (pro-rated) |
| ESG Chair additional cash retainer | $15,000 (pro-rated) |
Observation: Huss’s 2024 mix was roughly balanced between cash ($126,875) and equity ($120,002), reflecting meaningful “at-risk” alignment via equity while compensating leadership workload (Lead Director + Audit Chair) through incremental cash retainers .
Performance Compensation
| 2024 Director Equity Grant (Huss) | Detail |
|---|---|
| Award type | Time-based restricted stock |
| Grant date | Dec 31, 2024 |
| Shares granted | 14,406 |
| Grant date fair value | $120,002 |
| Vesting | Vests in full on first anniversary of grant (unless varied by award agreement) |
| Dividends | Cash dividends during restriction accrue and are paid in additional shares at vest |
| Change of Control | Unvested restricted stock vests immediately upon CoC; vesting also accelerates upon death/disability |
| Forfeiture on separation | Unvested restricted shares cease immediately upon “separation from service,” subject to Committee discretion |
Note: Director equity is time-based rather than performance-based; there are no disclosed performance metrics tied to director awards under the 2024 Directors Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company directorships (Huss) | None disclosed in proxy biography |
| Compensation Committee interlocks/insider participation (2024) | No member of the Compensation Committee (including Huss) was an employee or officer; no interlocks requiring Item 404 disclosure |
Expertise & Qualifications
- Audit committee financial expert (SEC definition), designated by the Board .
- Deep financial accounting and corporate finance expertise; long-tenured academic and business school dean .
- Experienced Lead Independent Director with responsibilities for executive sessions and CEO evaluation .
- Independence: All committees on which he serves are composed entirely of independent directors under Nasdaq rules .
Equity Ownership
| Ownership and Alignment | Detail |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 79,385 shares; <1% of class |
| Unvested director equity (at 12/31/24) | 14,406 unvested restricted shares (not included in beneficial ownership) |
| Director stock ownership guideline | Minimum 3x annual cash retainer; 5 years to comply; sales restricted until guideline met |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited for directors (Insider Trading Policy) |
Governance Assessment
-
Strengths
- Long-tenured independent leader serving as Lead Director and Audit Chair; designated audit committee financial expert supports robust financial reporting oversight .
- Strong committee coverage (Audit, Compensation, ESG, Nominating) and independent composition; active committee cadence in 2024 (Audit: 11; Comp: 4; NCG: 4; ESG: 5) .
- Attendance and engagement: no directors below 75% attendance; Board met 17 times in 2024; executive sessions held regularly .
- Shareholder alignment signals: director equity grants and stock ownership guidelines (3x retainer); hedging/pledging prohibited .
- Related-party oversight and disclosure: no related-person transactions since Jan 1, 2024 .
- Say-on-pay improved to ~87% support in 2024 after engagement and program changes, suggesting responsiveness to investor feedback .
-
Considerations / potential red flags
- Single-trigger vesting of unvested director equity upon change of control (accelerated vesting without a service termination), which some investors view as less aligned than double-trigger constructs for directors .
- Concentration of roles (Lead Director and Audit Chair concurrently) can increase workload; however, independence safeguards and meeting cadence/attendance mitigate effectiveness concerns .
Overall: Governance profile reflects strong independence, audit oversight credibility, and investor-aligned practices (ownership guidelines, anti-hedging/pledging, engagement). The primary watch item is single-trigger CoC vesting on director equity; otherwise, risk indicators are limited with no related-party transactions or attendance issues disclosed .