Jacqueline H. Rice
ADTRAN HoldingsAbout Jacqueline H. Rice
Jacqueline H. (Jackie) Rice, age 53, has served as an independent director of ADTRAN since 2016. She chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Rice’s background is anchored in legal, governance, compliance, ethics, and enterprise risk management leadership at large public companies; she holds a J.D. from University of Detroit Mercy School of Law and an undergraduate degree from James Madison College at Michigan State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation (NYSE: TGT) | EVP, Chief Risk & Compliance Officer (enterprise/vendor risk, corporate security, compliance & ethics) | 2014–2017 | Led enterprise risk/compliance and corporate security functions |
| General Motors (NYSE: GM) | Chief Compliance Officer and legal counsel; prior: Executive Director, Global Ethics & Compliance | 2013–2014; 2010–2013 | Built/oversaw global ethics & compliance programs |
| RH Associates | Principal (legal, risk & compliance advisory) | 2018–2019 | Advisory services across industries/geographies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MillerKnoll, Inc. (NASDAQ: MLKN) | General Counsel & Corporate Secretary | Feb 2019–present | Oversees legal and corporate governance |
| Michigan West Coast Chamber of Commerce | Director | 2021–2024 | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee member; Chair of Nominating and Corporate Governance Committee .
- Independence: Rice was determined independent; all current members of Audit, Compensation, Nominating & Governance, and ESG Committees satisfy Nasdaq/SEC independence tests .
- Attendance and engagement: Board met 17 times in 2024; no incumbent director attended less than 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels (2024 meetings): Audit (11); Compensation (4); Nominating & Corporate Governance (4); ESG (5) .
- Governance features: Majority voting; independent Lead Director; regular executive sessions of independent directors; stock ownership guidelines for outside directors .
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Payable quarterly in advance; prorated for service changes |
| Committee Chair fee (Rice) | $15,000 | Nominating & Corporate Governance Chair |
| Other chair fees (policy) | Audit Chair $25,000; Compensation Chair $20,000; ESG Chair $15,000 | For structure context (Rice is Nom&Gov Chair) |
| Lead Director retainer | $30,000 | Policy context; Rice is not Lead Director |
| Reimbursements | Reasonable expenses reimbursed | Standard practice |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 104,250 | 120,002 | 224,252 |
| 2024 | 88,125 | 120,002 | 208,127 |
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value ($) | Vesting | Change-of-Control Treatment | Dividend Treatment |
|---|---|---|---|---|---|---|
| Dec 31, 2024 | Time-based restricted stock | 14,406 | 120,002 | Vests in full on 1st anniversary of grant date (unless varied) | Unvested director restricted stock vests immediately upon a change of control or termination due to death/disability | Cash dividends accrued during restricted period are paid in additional shares at vesting |
No director performance-vested equity metrics (e.g., TSR/EBITDA) are disclosed for non-employee directors; annual awards are time-based restricted stock under the 2024 Directors Plan .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | Proxy does not list any current public company directorships for Rice . Independence affirmed; no related person transactions >$120,000 since Jan 1, 2024 . |
Expertise & Qualifications
- Legal/governance: General Counsel & Corporate Secretary experience; extensive governance, compliance, ethics, and risk management .
- Public company scale: Led enterprise risk/compliance at Target; global ethics/compliance at GM .
- Education: J.D., University of Detroit Mercy School of Law (Law Review editor-in-chief); undergraduate, James Madison College at Michigan State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested Restricted Stock | Notes |
|---|---|---|---|---|
| Jacqueline H. Rice | 62,281 | <1% | 14,406 (granted 12/31/2024) | Unvested director restricted stock not included in beneficial ownership; does not vest within 60 days of March 17, 2025 . |
- Ownership alignment: Outside director stock ownership guidelines require holding shares equal in value to at least 3x the annual cash retainer; directors have five years from election to comply; restrictions on selling until guidelines are met .
- Hedging/pledging risk controls: Company insiders (including directors) are prohibited from hedging, speculative trading, holding in margin accounts, or pledging company securities .
Governance Assessment
- Board effectiveness: Rice chairs the Nominating & Corporate Governance Committee, which oversees director selection criteria, independence monitoring, annual board and committee performance evaluations, and corporate governance principles—indicative of strong governance oversight .
- Independence and conflicts: Rice is independent; Board confirms all current committee members meet heightened independence standards; no related person transactions >$120,000 since Jan 1, 2024—low conflict risk .
- Engagement: Full compliance with attendance thresholds; active participation on Audit (11 meetings in 2024) and Gov/Nom (4 meetings) supports robust oversight cadence .
- Compensation alignment: Director pay structured as cash retainer plus time-based restricted stock vesting after one year; change-of-control provisions include acceleration of unvested director equity—standard market practice; no performance metrics for director equity .
- RED FLAGS: None disclosed specific to Rice. Note: Company reported a March 2024 restatement and November 2024 revisions; Compensation Committee determined no clawback was triggered and no executive bonuses were paid for 2023 due to missed thresholds—Audit Committee oversight (Rice member) acknowledged PCAOB-required communications and control assessments; investors should monitor ongoing control remediation progress .