Kathryn A. Walker
ADTRAN HoldingsAbout Kathryn A. Walker
Independent director with 30+ years in communications/telecom. Age 65; on ADTRAN’s board since 2014. Managing Director at OpenAir Equity Partners (since 2009) and former Chief Information and Chief Network Officer at Sprint Nextel; served as CTO of Main Street Data (2020–2024). She chairs ADTRAN’s ESG Committee and sits on Nominating & Corporate Governance; recognized in the NACD Directorship 100 (2021). Independent under Nasdaq standards; all directors met the 75% attendance threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Main Street Data | Chief Technology Officer | 2020–2024 | Technology leadership at ag data science company founded by OpenAir Equity Partners |
| OpenAir Equity Partners | Managing Director | 2009–Present | VC focus on wireless, communications, mobile internet |
| Sprint / Sprint Nextel | Various roles culminating in Chief Information and Chief Network Officer | 1985–2009 | Large-scale network and information leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| South Dakota State University Foundation | Board of Governors; Council of Trustees | Current | Non-profit governance |
| Missouri University of Science & Technology | Board of Trustees | Current | Non-profit governance |
| Kummer Missouri S&T Foundation | Chair | Current | Foundation leadership |
| NACD | Board Leadership member | Current | NACD Directorship 100 (2021) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Walker is independent; all current members of Governance and ESG committees are independent |
| Committees | Chair: Environmental, Social and Governance (ESG). Member: Nominating & Corporate Governance |
| Attendance | Board met 17 times in 2024; none of the incumbent directors attended less than 75% of board and applicable committee meetings |
| Committee Activity (2024) | ESG Committee meetings: 5; Nominating & Corporate Governance meetings: 4 |
| Director Resignation Policy | Majority voting with contingent resignation required if not re‑elected |
| Stock Ownership Guidelines (Directors) | Must hold ≥3x annual cash retainer within 5 years; refrain from sales until satisfied |
| Hedging/Pledging | Insiders (including directors) prohibited from hedging and from holding/pledging shares in margin accounts |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Committee chair fee (ESG) | $15,000 | Pro-rated based on actual service; ESG Chair receives $15k |
| Cash actually paid (2024) | $88,125 | Fees earned/paid in cash per director comp table |
| Equity grant (restricted stock) | $120,002 | Grant date fair value; 14,406 restricted shares granted Dec 31, 2024 |
| Total (cash + equity) | $208,127 | Sum as reported |
Grant/vesting terms for director equity:
- Form: Restricted stock under 2024 Directors Plan; default vesting in full on first anniversary of grant; dividends credited and paid in additional shares at vesting; unvested shares vest upon change of control or death/disability .
Performance Compensation
| Award Type | Performance Metrics | Vesting/Settlement | Change-of-Control Treatment |
|---|---|---|---|
| Director restricted stock (2024 grant) | None (time-based; no performance metrics) | Vests in full on first anniversary of grant | Unvested restricted stock vests upon change of control (or death/disability) |
Note: Directors do not receive performance-based cash incentives; performance plans described in the proxy pertain to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Tenure | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed (public company boards, past 5 years) | — | — | — | No other U.S. public company directorships listed for Walker in the 2025 proxy |
Related-party transactions: Company reports no related person transactions >$120,000 since Jan 1, 2024; Audit Committee reviews any such items under policy .
Expertise & Qualifications
- 30+ years in communications/telecom; CIO/CNO experience at Sprint Nextel; VC technology investing at OpenAir Equity Partners (wireless/mobile internet focus) .
- Governance credentials: NACD Board Leadership member; NACD Directorship 100 (2021) .
- Board skillset aligned with ESG oversight and governance processes; chairs ESG Committee and serves on Nominating & Corporate Governance .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 70,448 shares | As of March 17, 2025; “<1%” of class per proxy |
| Unvested director restricted stock (not included above) | 14,406 shares | Granted Dec 31, 2024; unvested shares carry no voting rights |
| Shares outstanding (reference) | 79,962,032 | Basis for percent of class calculations |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Director ownership guideline | ≥3x annual cash retainer within 5 years; sales restricted until met | |
| Section 16(a) compliance | Company states all required insider ownership reports filed timely for 2024 |
Compliance with director ownership guideline for Walker is not specifically disclosed in the proxy .
Governance Assessment
- Strengths: Independent director; chairs ESG and serves on Governance committee; attendance threshold met; no related-person transactions disclosed; hedging/pledging prohibited; director equity is time-based RS with 1-year vest promoting alignment; stock ownership guideline in place for directors .
- Potential risk considerations: As ESG Chair, equity vests immediately on change of control (standard for director plans, but may be perceived as entrenchment risk by some investors) . Walker’s VC affiliation (OpenAir Equity Partners) touches wireless/communications; no conflicts disclosed, and company policy routes any such items to Audit Committee; none >$120,000 reported since Jan 1, 2024 .
- Board/process signals: Majority voting with contingent resignation policy; annual board/committee self-evaluations; independent committees; robust governance program and insider trading/recoupment policies (including updated Dodd‑Frank clawback) support investor confidence at the board level .