Carol Wirsbinski
ClearfieldAbout Carol A. Wirsbinski
Carol A. Wirsbinski, age 61, has served on Clearfield’s Board since December 2021 and is an independent director recognized as NACD Directorship Certified. She chairs the Compensation Committee and also serves on the Nominating & Corporate Governance Committee, bringing extensive telecom leadership experience across sales, operations, and community broadband. Her board tenure is ~3 years; Clearfield affirms she is independent under Nasdaq rules, and each director met at least the 75% attendance threshold in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) | Chief Sales Officer | 2014 – 2017 | Led sales for national internet/telecom provider |
| Enventis Corporation (Nasdaq: ENVE) | Chief Operating Officer & Corporate Vice President | 2011 – 2014 | Operations leadership for integrated communications provider |
| Citilink Broadband Solutions | President & Chief Executive Officer | 2009 – 2010 | CEO of wireless broadband provider |
| CEB, Inc. | Senior Vice President of Sales | 2007 – 2008 | Sales leadership at research/advisory firm |
| Integra Telecom | Senior Vice President, Minnesota & North Dakota | 2000 – 2006 | Regional leadership for infrastructure/telecom provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Underline Infrastructure Inc. (private) | Director | Dec 2022 – present | Private company board service |
| Somos Inc. (private) | Director | Mar 2019 – Mar 2022 | Private company board service (former) |
Board Governance
- Independence and roles: Independent director; Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not an Audit Committee member.
- Committee activity: Compensation (8 meetings FY2024); Nominating & Corporate Governance (6 meetings FY2024); Audit (4 meetings FY2024).
- Attendance: Board met 10 times; each director then serving attended at least 75% of Board and applicable committee meetings in FY2024; regular executive sessions held.
- Board structure: Independent Board Chair; all committees comprised of independent directors; robust governance practices include no hedging/pledging, annual say-on-pay, resignation policy for directors failing to receive majority support in uncontested elections, and director/exec stock ownership guidelines.
- Shareholder engagement: Compensation Chair (and other independent directors) participated directly in 2024 engagements; say‑on‑pay received 94% approval at 2024 meeting.
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual Board Retainer (Cash) | $40,000 | Standard non-employee director retainer |
| Compensation Committee Chair Retainer (Cash) | $10,000 | Additional cash for committee chair role |
| Total Cash Paid to Wirsbinski (FY2024) | $50,000 | Per director compensation table |
| Meeting Fees | None disclosed | No per-meeting fees disclosed |
| FY2025 Changes (effective after 2025 AGM) | Cash retainer to $50,000 | Approved increase toward peer median |
Performance Compensation (Director)
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Feb 23, 2024 | Restricted Stock | 2,039 | ~$60,000 | Restrictions lapse one day prior to 2025 AGM |
| FY2024 Equity Received (value) | Restricted Stock | — | $59,987 | Value for Wirsbinski per FY2024 table |
- Note: Director equity is time-based (not performance-metric based). No options or PSUs are granted to non-employee directors under the disclosed program.
Other Directorships & Interlocks
| Company | Type | Role | Dates | Notes |
|---|---|---|---|---|
| Underline Infrastructure Inc. | Private | Director | Dec 2022 – present | No related-party transactions disclosed with Clearfield |
| Somos Inc. | Private | Director | Mar 2019 – Mar 2022 | Former role |
- Over-boarding guardrails: Clearfield governance guidelines limit outside boards; the Nominating & Governance Committee considers time commitments when nominating directors.
Expertise & Qualifications
- Telecom and broadband operating expertise (CSO, COO, CEO roles), with specific exposure to community broadband markets; NACD Directorship Certified.
- Compensation governance leadership as Compensation Committee Chair; Committee retains independent consultant (Compensia) for executive and director pay benchmarking/governance.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (Dec 30, 2024) | 4,619 shares | <1% of outstanding |
| Unvested restricted stock held at 9/30/2024 | 2,039 shares | From FY2024 annual grant; vests pre-2025 AGM |
| Shares pledged as collateral | Prohibited | Company policy bans hedging and pledging by directors/officers |
| Director stock ownership guideline | 5x annual cash retainer | 50% net retention until met; 5-year compliance window |
| Compliance disclosure | Not individually stated | “All” directors/officers 5+ years exceed guidelines (Wirsbinski <5 years tenure) |
Governance Assessment
- Strengths:
- Independent director serving as Compensation Committee Chair; engaged in shareholder outreach; say‑on‑pay support improved to 94% in 2024.
- Compensation governance enhancements under the committee’s oversight: added PSUs to executive LTI for FY2024; robust clawback aligned with SEC/Nasdaq; stock ownership guidelines; equity grant policy; anti‑hedging/pledging.
- Board structure and process: independent chair; independent committees; regular executive sessions; majority-vote resignation policy in uncontested elections.
- Watch items / potential investor sensitivities:
- Discretionary executive bonuses were approved (55% of target) despite zero formulaic payout under the FY2024 bonus plan due to missed sales/gross profit targets; rationale cited (BABA/BEAD readiness, inventory actions). As Comp Chair, Wirsbinski was party to this decision—investors may monitor alignment in a recovery.
- Director pay increases approved for FY2025 (cash to $50k; equity to $80k) to move closer to peer median after being below 25th percentile—reasonable rationale disclosed, but pay growth will be observed alongside performance.
- Conflicts and related-party checks:
- No related-person transactions involving Wirsbinski disclosed; Clearfield prohibits director hedging/pledging; no director loans.
Compensation Committee Analysis (context for her chair role)
- Committee composition (FY2024): Wirsbinski (Chair), Goepel, Jones, Roth, Sarcevic; no member has been an officer/employee; no interlocks disclosed.
- Independent consultant: Compensia advised on peer groups, director/executive pay, and plan design.
- Program changes: Introduced PSUs (50% of FY2024 executive LTI) with adjusted EBITDA condition (not achieved; PSUs forfeited); formalized Incentive Bonus Plan for FY2025.
Overall, Wirsbinski’s governance profile is supportive of investor confidence: independent status, active committee leadership, and responsiveness to shareholder feedback, with a notable exercise of discretion on executive bonuses in a down year that merits continued monitoring.