April Henry
About April V. Henry
April V. Henry (age 55) is an independent director of ATN International since 2022, serving as Chair of the Board’s Investment Committee and a member of the Compensation Committee. She brings technology, telecommunications, corporate strategy, and finance expertise, including prior equity research coverage of telecom and tech infrastructure at Morgan Stanley. Her background spans corporate development, M&A, and revenue growth roles at major media and tech companies; she currently leads Hawkeye Digital as Managing Partner.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawkeye Digital | Managing Partner | Current | Advises on revenue growth, capital allocation, transformation for growth-stage businesses. |
| Defiance Capital | General Partner | 2022–2023 | Investment sourcing and evaluation; capital deployment oversight. |
| Science Inc. / SSAA (SPAC) | EVP Corporate Development | 2020–2022 | Led M&A and strategic partnerships; SPAC development activities. |
| equell, Inc. | Co‑Founder & Chief Revenue Officer | 2018–2019 | Built revenue operations; early-stage commercialization. |
| NBC Universal, LLC | SVP Business Development | 2016–2018 | Strategic partnerships, growth initiatives. |
| Yahoo, Inc. | Chief of Staff (Development) & VP Corporate Development | 2011–2015 | Corporate development; strategic transactions; internal decision support. |
| Morgan Stanley | Equity Research Analyst (Telecom/Tech Infrastructure) | ~9 years (early career) | Sell-side coverage; sector expertise informing capital markets view. |
| Index Ventures; News Corporation | Various roles (early career) | Not disclosed | Deal sourcing and strategy exposure. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| SciPlay Corporation (Nasdaq: SCPL) | Director | Prior (until sale in 2023) | Public board experience; exited upon sale to Light & Wonder. |
| Evalla Advisors LLC | Advisory Board Member | Current | Strategic advisory capacity. |
| S4 Capital PLC | Special Advisor | Current | Public company advisor in digital advertising; no disclosed interlocks with ATN. |
Board Governance
- Independence: The Board determined April Henry is independent under Nasdaq/SEC rules; only CEO Brad Martin and Executive Chairman Michael Prior are non‑independent.
- Committee assignments: Chair, Investment Committee; Member, Compensation Committee.
- Committee meeting cadence (2024): Investment Committee met 3 times; Compensation Committee met 4 times; Board met 6 times, and no director attended fewer than 75% of meetings of the Board and their committees.
- Lead Independent oversight: The Lead Independent Director convenes meetings of independent directors at least annually; strengthens independence oversight alongside fully independent Audit, Compensation, and Nominating Committees.
- Investment Committee remit (Henry chairs): Reviews capital plan, funding, capex; material changes to capital structure; credit facilities; and financial aspects of M&A/joint ventures/divestitures for Board approval.
- Governance signals: No compensation committee interlocks or insider participation requiring disclosure during/prior to 2024; supports independence and pay governance.
- Upcoming change: Director Ganong is not standing for reelection; his committee roles will be reallocated post‑Annual Meeting (Henry remains Chair of Investment Committee).
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | Standard director cash portion of $180,000 retainer ($50k cash + ~$130k stock). |
| Committee Chair Fee – Investment | $15,000 | Investment Committee chair annual cash. |
| Committee Member Fee – Compensation | $7,500 | Compensation Committee member cash. |
| Total Cash Fees (Sum) | $72,500 | Matches Henry’s cash reported. |
| Equity Retainer – Stock Awards (Grant‑date fair value) | $119,781 | Determined using 20‑day average price up to June 14, 2024; part of ~$130k equity retainer. |
| Total Director Compensation (2024) | $192,281 | Sum of cash and stock awards for Henry. |
Additional context:
- Director compensation policy uses combined cash and stock; equity sized via 20‑day average closing price to reduce timing effects.
- Committee cash fee schedule: Audit Chair $23k/Members $10k; Compensation Chair $15k/Members $7.5k; Investment Chair $15k/Members $10k; Nominating Chair $10k/Members $4k.
Performance Compensation
- No performance‑based director compensation (no bonuses, options, or PSUs disclosed for non‑employee directors). The director program is comprised of fixed cash retainers and time‑based equity retainers.
Other Directorships & Interlocks
| Company | Relationship to ATN | Interlock Risk |
|---|---|---|
| SciPlay Corporation (prior) | No disclosed transactions with ATN | Low – past directorship only, exited in 2023. |
| S4 Capital PLC (advisor) | No disclosed transactions with ATN | Low – advisory role; no related party items disclosed. |
| Evalla Advisors LLC (advisory board) | No disclosed transactions with ATN | Low – advisory board; no related party items disclosed. |
- Related party transactions: Company reported no related person transactions requiring disclosure since January 1, 2024.
- Compensation Committee interlocks: None requiring disclosure during/prior to 2024.
Expertise & Qualifications
- Capital allocation/M&A: Extensive deal sourcing and evaluation across media and tech; corporate development leadership.
- Telecom/tech domain: Prior Morgan Stanley equity research coverage and operational roles across Yahoo/NBCU; relevant to ATN’s infrastructure‑heavy operations.
- Strategic oversight: Experience in growth strategy, partnerships, and transformation supports Investment Committee leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| April V. Henry | 12,918 | <1% |
| Citations: 12,918 shares ; less than 1% . |
- Ownership guidelines: Non‑executive directors must hold equity equal to 2x the annual retainer; until met, must retain 75% of net shares from equity awards.
- Compliance status: Directors/officers complied with policy, but several (including Henry) had not yet reached the guideline level as of Dec 31, 2024.
- Anti‑hedging: Company policy prohibits hedging and certain derivatives by insiders.
- Pledging: No pledging of ATN stock disclosed for Henry.
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) filings – April V. Henry | Timely | Company disclosed all directors/officers’ filings were timely in 2024 except one late Form 4 by Justin Leon (SVP), due to administrative error. |
Governance Assessment
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Strengths:
- Independent director with deep telecom/tech and capital markets pedigree; chairs Investment Committee overseeing capex and strategic transactions, a key value lever for ATN.
- Committee independence intact; no interlocks or related party exposures disclosed; robust anti‑hedging and clawback policies in place.
- Active committee structure with clear mandates; Board and committees met regularly in 2024 with strong attendance.
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Alignment and incentives:
- Director pay structure mixes cash and equity; Henry’s 2024 comp totaled $192,281 ($72,500 cash; $119,781 equity), aligning with shareholder interests via equity retainer.
- Ownership guideline not yet met by Henry, implying continued accumulation needed for full alignment (mitigated by 75% retention requirement until compliant).
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Potential watch items / RED FLAGS to monitor:
- Ownership guideline shortfall persists as of year‑end 2024; track progress and any retention‑policy adherence issues.
- Investment Committee decisions are central to ATN’s capital allocation and M&A; monitor for post‑meeting rebalancing of committee roles after Ganong’s departure and any changes to oversight rigor.
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Shareholder signals:
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90% Say‑on‑Pay approval at 2024 Annual Meeting indicates investor support for pay practices overseen by the Compensation Committee (of which Henry is a member).
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