Jeannie Diefenderfer
About Jeannie H. Diefenderfer
Independent director since 2020; age 64. Founder and CEO of courageNpurpose, LLC (since 2014), with prior senior executive roles at Verizon (Chief Procurement Officer 2005–2008; SVP Global Engineering & Planning 2008–2010; led global customer care for largest enterprise customers 2010–2012). Committee memberships: Human Capital & Compensation; Nominating & Corporate Governance. Education: BS (Tufts); MBA (Babson). NACD Directorship Certified; governance leader in NACD NJ .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | Chief Procurement Officer | 2005–2008 | Led enterprise procurement; operational oversight |
| Verizon Communications | SVP, Global Engineering & Planning | 2008–2010 | Network engineering leadership |
| Verizon Communications | Leader, Global Customer Care (largest enterprise customers) | 2010–2012 | Customer operations; complex issue resolution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| courageNpurpose, LLC | Founder & CEO | 2014–present | Leadership advisory |
| Olin College of Engineering | Chair of the Board | Oct 2023–present | Academic governance |
| Center for Higher Ambition Leadership | CEO | Jun 2021–May 2023 | Nonprofit leadership |
| Irth Solutions | Independent board member | Since Mar 2022 | Private company board |
| ExCo Leadership Group | Mentor/Coach | Since Dec 2023 | Executive coaching |
| Women in America | Vice Chair of the Board | N/A | Nonprofit governance |
| Windstream Holdings, Inc. (formerly NASDAQ:WINMQ) | Director (past) | Feb 2016–Sep 2020 | Public company experience |
| MRV Communications, Inc. (formerly NASDAQ:MRVC) | Director (past) | Jul 2014–Aug 2017 | Public company experience |
| Westell Technologies, Inc. (OTC: WSTL) | Director (past) | Sep 2015–Sep 2017 | Public company experience |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules; one of eight independent nominees in 2025 .
- Committee assignments: Human Capital & Compensation; Nominating & Corporate Governance (not shown as a chair) .
- Engagement and attendance: Board met 28 times in 2024; each director attended at least 75% of board/committee meetings; all directors on the Board in April 2024 attended the 2024 Annual Meeting .
- Annual meeting presence: Introduced as present at the 2025 Annual Meeting; re-elected to serve until 2026 .
- Governance structure: Independent non-executive Chair; majority voting standard with mandatory resignation policy for <50% support; executive sessions of non-management directors .
| Governance Metric | 2024/2025 Status | Source |
|---|---|---|
| Director independence | Independent | |
| Board meetings held (2024) | 28 | |
| Attendance threshold | ≥75% of aggregate meetings per director (met by all) | |
| 2024 Annual Meeting attendance | All directors attended | |
| 2025 Annual Meeting presence | Present; re-elected | |
| Majority voting & resignation policy | In place |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| Committee chair retainers | $25,000 (Audit); $20,000 (Comp); $20,000 (Nominating) | Additional to base |
| Committee member retainers | $15,000 (Audit); $10,000 (Comp); $10,000 (Nominating) | Additional to base |
| Chairperson of Board additional retainer | $125,000 | For independent chair (not applicable to Diefenderfer) |
| Per-meeting fees (above threshold) | $2,500 per Board mtg >8; $1,500 per committee mtg >8 | Paid quarterly |
| 2024 Director Compensation (Jeannie H. Diefenderfer) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $137,500 |
| Stock awards (grant-date fair value) | $175,000 |
| Total | $312,500 |
Performance Compensation
| Equity Component | Grant Mechanics | Vesting | Instrument | Performance Metrics |
|---|---|---|---|---|
| Annual Stock Award | Granted 2 business days after re-election | Vests in full on 1-year anniversary | Restricted shares of Class A common stock (for Diefenderfer) | None for directors; time-based vesting only |
- Deferred compensation election available: Directors may elect DSUs in lieu of cash or restricted stock; DSUs accrue dividend equivalents and are paid at departure or over three years post-departure .
- 2024 equity form: For Diefenderfer, 100% of stock award was restricted shares; held 10,258 unvested shares as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock with DBRG |
|---|---|---|---|
| Windstream Holdings, Inc. | Public (past) | Director | None disclosed |
| MRV Communications, Inc. | Public (past) | Director | None disclosed |
| Westell Technologies, Inc. | Public (past) | Director | None disclosed |
| Irth Solutions | Private | Independent board member | None disclosed |
- Compensation Committee interlocks: None; no employee participation on the Compensation Committee .
Expertise & Qualifications
- Substantial technical and operational telecom experience; senior executive roles at Verizon .
- Corporate governance leadership: NACD Directorship Certified; Chair NACD NJ Chapter; experience across public/advisory boards .
- Education: BS Tufts; MBA Babson .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Unvested Restricted Shares (12/31/2024) | Notes |
|---|---|---|---|---|
| Jeannie H. Diefenderfer | 59,613 | <1% | 10,258 | As reported April 8, 2025 |
- Stock ownership guidelines: Minimum 4x annual director cash base retainer; five-year compliance period from initial election. Each non-executive director is in compliance or within the transition period .
- Anti-hedging/pledging: Company policy prohibits hedging, short sales, holding in margin accounts, and pledging of company stock (except if approved by Board); no pledging exceptions disclosed in proxy .
Say-on-Pay & Shareholder Feedback Signals
- 2025 advisory vote on executive compensation: Votes For 91,824,117; Against 44,708,758; Abstentions 661,074; Broker non-votes 16,944,484 .
- 2025 director election support (Diefenderfer): Votes For 126,648,853; Against 7,835,018; Abstentions 2,710,078; Broker non-votes 16,944,484 .
Governance Assessment
- Independence and committee roles: Independent director with service on Compensation and Nominating & Governance committees—well aligned to human capital oversight and board refreshment priorities .
- Engagement: Documented meeting cadence (28 in 2024) and annual meeting attendance; present at 2025 Annual Meeting—signals active participation .
- Ownership alignment: Reported beneficial ownership and unvested restricted shares; subject to robust 4x retainer ownership guidelines and anti-hedging/pledging policy .
- Compensation mix: Balanced cash retainer plus time-vested equity; no options or performance-linked director awards—standard market practice; DSU deferral available for long-term alignment .
- Compensation governance: Compensation Committee uses independent consultant (Pay Governance); no interlocks or management participation—reduces conflicts .
- RED FLAGS: None disclosed specific to Diefenderfer—no related-party transactions, pledging, or committee interlocks attributed to her in proxy. Ongoing monitoring warranted for any external engagements intersecting with DBRG customers/suppliers, though none are identified in filings .