Walter Jones Jr.
ClearfieldAbout Walter L. Jones, Jr.
Walter L. Jones, Jr. is an independent director of Clearfield, Inc., age 59, serving since December 2021. He is NACD Directorship Certified and brings deep telecommunications operations and technology experience from senior roles at Verizon. He currently advises Harmoni Towers and serves on Clearfield’s Compensation and Nominating & Corporate Governance Committees. He is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | Vice President of Network Transformation | 2015 | Led large-scale network modernization initiatives at Tier-1 telecom |
| Verizon Communications Inc. | Region President, Consumer Mass Business | 2013–2015 | P&L accountability across regional consumer business |
| Verizon Wireless Inc. | Chief Technology Officer / West Area VP of Network | 2008–2013 | Oversaw network tech and operations across major geography |
| Independent | Board advisor and operations consultant | 2015–present | Strategic advisory to telecom/infra operators |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harmoni Towers | Advisor | Aug 2021–present | Advises owner/operator of mission-critical communications infrastructure |
| Public company boards | None | — | — |
Board Governance
- Committee memberships: Compensation; Nominating & Corporate Governance. He is not a committee chair. Compensation Committee held 8 meetings in FY2024; Nominating & Corporate Governance held 6; Audit held 4.
- Independence: Board determined all directors except the CEO are independent; Jones is independent.
- Attendance: Board met 10 times in FY2024; each nominee then serving attended at least 75% of Board and committee meetings; 4 of 8 directors attended the 2024 Annual Meeting.
- Leadership structure: Independent Chair; CEO not on committees; regular executive sessions of Board and committees.
- Say‑on‑pay: 2024 say‑on‑pay received 94% approval.
- Compensation Committee interlocks: None; no member was an officer/employee, and no interlocking relationships disclosed.
Fixed Compensation
| Component | Amount | Period/Note |
|---|---|---|
| Annual Board cash retainer | $40,000 | FY2024; standard non-employee director retainer |
| Committee chair fees | $10,000 each | Applies to chairs; Jones is not a chair |
| Board Chair fee | $10,000 | Applies to Board Chair; not applicable to Jones |
| Total cash fees (Jones) | $40,000 | FY2024 Fees Earned or Paid in Cash |
| Policy change (effective 2025 meeting) | Cash retainer increases to $50,000 | Approved to move closer to peer median |
| Fiscal Year | Cash Fees ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 59,987 | 99,987 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Feb 23, 2024 | 2,039 | ~$60,000 (allocated value) | Restrictions lapse one day prior to 2025 Annual Meeting |
| Policy change (effective after 2025 meeting) | — | — | Equity grant increases to $80,000 | Annual director equity value increase approved |
- Director equity is time-based RS (no disclosed performance metrics for directors); clawback and anti‑hedging/pledging policies apply across insiders.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/advisory roles | Advisor, Harmoni Towers (communications infrastructure) |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Compensation Committee interlocks | None disclosed |
Expertise & Qualifications
- Telecommunications operations and network technology; senior transformation leadership at Verizon.
- NACD Directorship Certified; governance training credential.
- Strategy, operations, risk oversight via committee service (Compensation; Nominating & Corporate Governance).
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (shares) | 6,061 | As of Dec 30, 2024; less than 1% of outstanding |
| Ownership % of shares outstanding | <1% | As reported |
| Unvested RS (director annual grant) | 2,039 | Unvested at Sept 30, 2024 for each non‑employee director, including Jones |
| Options held (non-employee directors) | 0 | None outstanding at Sept 30, 2024 |
| Hedging/pledging | Prohibited by policy | Applies to directors and officers |
| Stock ownership guideline | 5x annual cash retainer | Directors to meet within 5 years of election (guidelines effective Sept 30, 2022); directors with ≥5 years’ service exceed guidelines |
Governance Assessment
- Strengths
- Independent director with directly relevant Tier‑1 telecom operations expertise; committee service spans compensation and governance—supports board effectiveness on pay and succession/ESG oversight.
- Strong governance frameworks: anti‑hedging/pledging, clawback, majority vote with resignation policy, independent Chair, regular executive sessions, stock ownership guidelines.
- Board refresh: 4 new independent directors in three years; diversity and skills focus; active shareholder engagement.
- Potential concerns and watch items
- As a Compensation Committee member, Jones participated during a year when executive bonuses under the formula paid zero but the committee granted discretionary cash bonuses (~55% of target) citing strategic achievements (BABA readiness, inventory actions). Monitor pay‑for‑performance discipline and rationale disclosures in future cycles.
- Industry adjacency: advisory role at Harmoni Towers (communications infrastructure). No related‑party transactions disclosed, but investors may monitor potential overlaps with customer/vendor ecosystems.
- Related‑party/Conflicts
- Company disclosed no related‑person transactions >$120,000 in FY2024, except compensation to a non‑executive employee related to CEO/COO families; none involving Jones.
Overall, Jones adds credible telecom operations and governance credentials; independence, attendance and committee roles support board effectiveness. The discretionary bonus decision in FY2024 merits ongoing scrutiny for alignment with performance outcomes.