Roy H. Chestnutt
Digital TurbineAbout Roy H. Chestnutt
Independent director at Digital Turbine, Inc. (APPS); age 65; joined the Board in June 2018. Former EVP & Chief Strategy Officer at Verizon; earlier leadership roles at Motorola Networks, Grande Communications, Sprint-Nextel, and Nextel. Education: MBA, University of San Francisco; B.S. in Business Administration, San Jose State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | EVP & Chief Strategy Officer | Jan 2013 – Nov 2017 | Led corporate strategy, BD/JVs/M&A/divestitures |
| Verizon Communications | SVP – Corporate Strategy | Pre-2013 | Formulation/execution of strategic plan across lines of business |
| Motorola Networks | Corporate VP, Americas | Pre-2011 | Led transition of business unit to Nokia Siemens Networks |
| Grande Communications | Chairman & CEO | Pre-2000s | Took company from startup to sale; triple-play provider |
| Sprint-Nextel | SVP National Field Sales & General Business | Pre-2005 | Sales leadership |
| Nextel Communications | RVP Southwest; RVP West | 2000–2005 | Regional general management |
| PrimeCo Personal Communications | Management | Prior | General management |
| AirTouch Cellular | Management | Prior | General management |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Intelsat S.A. | Director | Current |
| Telstra Corporation | Director | Current |
| GSMA | Director | Prior |
| Saudi Telecom | Director | Prior |
| Boingo | Director | Prior |
| Chief Strategy Officers Group | Chair | Former chair of global strategists group |
Board Governance
- Committee assignments: Audit Committee member; not a chair .
- Independence: Board determined Roy H. Chestnutt is independent under NASDAQ and SEC rules .
- Attendance: In FY2025 the Board met 11 times; each director attended ≥75% of Board+committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session after each Board and committee meeting .
- Audit Committee cadence/resources: Audit Committee held 9 meetings in FY2025; committee includes two SEC “financial experts” (Groos, Deutschman) .
- Board leadership: Independent Chair separate from CEO maintained .
Fixed Compensation (Director)
| Component | Cash ($) | Equity ($) | Total ($) | FY2025 Details |
|---|---|---|---|---|
| Annual Board Retainer (Non-Chair) | 50,000 | 185,000 | 235,000 | Paid quarterly in cash; restricted stock vests quarterly |
| Audit Committee Member | 5,000 | 5,000 | 10,000 | 50% cash/50% restricted stock; vests quarterly |
| Chestnutt Actual FY2025 | 55,000 | 190,001 | 245,001 | Reflects board + audit member retainers |
- Mix: ~22% cash / ~78% equity based on FY2025 paid amounts .
- Structure: Committee retainers paid 50% cash/50% restricted stock; no meeting fees; equity vests over four quarters .
Performance Compensation (Director)
| Grant Date | Instrument | Shares | Vesting | Unvested as of 3/31/2025 |
|---|---|---|---|---|
| Jul 31, 2024 | Restricted Common Stock | 24,000 | Quarterly over four quarters | 6,000 |
| Sep 9, 2024 | Restricted Common Stock | 43,711 | Quarterly over four quarters | 10,928 |
- No performance-based director equity (no PSUs/options disclosed for non-employee directors); awards are time-vested restricted stock .
Other Directorships & Interlocks
- Current public boards: Intelsat S.A.; Telstra Corporation .
- Industry interlocks: Deep ties to global telecoms (GSMA, Saudi Telecom, Boingo prior roles), which can aid information flow but require robust related-party oversight .
- Related-party transactions: Policy requires Audit Committee review/approval; no transactions since April 1, 2024 requiring disclosure or where procedures weren’t followed .
Expertise & Qualifications
- Wireless/telecom strategy expert with extensive industry relationships; nominated for broad knowledge and strategic advising background .
- Education: MBA (University of San Francisco); B.S. Business Administration (San Jose State) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 216,364 |
| Shares outstanding (Record Date) | 107,957,043 |
| Ownership as % of outstanding | ~0.20% (computed from 216,364 / 107,957,043) |
| Director stock ownership guideline | 3x annual cash retainer (5-year compliance window) |
| Guideline compliance | All Board members have met or shown sustained progress |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging/margin generally prohibited except limited pledging allowed with demonstrated capacity to repay without resort to pledged securities |
Governance Assessment
- Strengths: Independent status; Audit Committee membership; consistent attendance; robust executive sessions; independent Chair; formal ownership guidelines with progress reported; strong related-party transaction policy and no related-party disclosures in the period .
- Compensation alignment: High equity weighting for director pay with quarterly vesting aligns incentives to stock performance without short-term meeting fees; committee roles compensated modestly .
- Signals: Board uses external comp consultant (Pearl Meyer) for benchmarking executive and director compensation; say‑on‑pay approval at 87% indicates investor support of pay practices .
- Watch items (not red flags): Multiple telecom board roles could intersect with APPS customer/partner ecosystem; monitor for any future related-party engagements and ensure Audit Committee oversight continues to be robust .
- Red flags: None disclosed—no low attendance, no related-party transactions, no hedging/pledging exceptions flagged, and independent status affirmed .