Jennifer M. Fritzsche
DYCOM INDUSTRIESAbout Jennifer M. Fritzsche
Independent director since 2020 (age 54) with a term expiring in 2027; currently serves as Chair of the Compensation Committee and member of the Corporate Governance Committee. Background includes Managing Director at Greenhill & Co., Senior Industry & Innovation Fellow at Georgetown University’s McDonough School of Business, former CFO/director of Canopy Spectrum, LLC (until April 2021), and 25 years as a Managing Director and Senior Equity Analyst at Wells Fargo Securities. Core credentials center on capital markets, M&A, corporate finance, and deep coverage of telecommunications and communications infrastructure sectors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Securities (and predecessor firms) | Managing Director; Senior Equity Analyst (telecom/cable services, communications infrastructure) | 1995–2020 | Leadership roles in Equity Research; sector expertise in telecom infrastructure |
| Canopy Spectrum, LLC | Chief Financial Officer; Director | Until April 2021 | Finance leadership; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greenhill & Co. | Managing Director | Current | Investment banking/capital markets expertise |
| Georgetown University McDonough School of Business | Senior Industry & Innovation Fellow | Since October 2019 | Academic-industry bridge; innovation focus |
| Wireless Telecom Group, Inc. | Director | 2020–2023 | Prior public company board service |
Board Governance
- Independence: Board determined eight of nine directors are independent; Ms. Fritzsche is an independent director. Following the 2025 Annual Meeting, the Board will be reduced to eight directors.
- Committee memberships: Compensation (Chair); Corporate Governance (member).
- Committee activity: Compensation Committee met 14 times in fiscal 2025; Corporate Governance Committee met 11 times.
- Compensation consultant: Compensation Strategies, Inc. engaged directly by the Compensation Committee; attended 12 of 14 Compensation Committee meetings in fiscal 2025.
- Attendance: Board held 11 meetings in fiscal 2025; all directors attended at least 95% of Board meetings and 100% of the meetings of committees on which they served.
- Governance mechanics: Majority voting in uncontested director elections with mandatory resignation tenders for failures; robust director stock ownership guidelines; prohibition on hedging/pledging; annual board/committee evaluations; independent Chairman structure.
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Paid quarterly |
| Committee chair fees | Compensation Chair: $15,000; Audit Chair: $20,000; Finance Chair: $10,000; Corporate Governance Chair: $15,000 | Ms. Fritzsche is Compensation Chair ($15,000) |
| Meeting fees | Board: $2,250 in-person; $1,000 telephonic. Committee: $1,250 in-person; $750 telephonic | Paid per meeting attended |
| Equity plan design | Annual RSUs; vest ratably over three years | Director Equity Plan; value set by Board |
| Director | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Jennifer M. Fritzsche | $134,500 | $169,480 | $303,980 |
- Cash retainer election in stock: Ms. Fritzsche elected 276 shares of restricted stock in lieu of cash retainer(s), grant date fair value $40,719.
Performance Compensation
| Grant Date | Instrument | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|
| 2024-01-29 | RSUs | $11,261 | RSUs vest ratably over three years, subject to continued service |
| 2024-04-29 | RSUs | $11,335 | RSUs vest ratably over three years |
| 2024-05-23 | RSUs | $169,480 | RSUs vest ratably over three years |
| 2024-07-29 | RSUs | $9,081 | RSUs vest ratably over three years |
| 2024-10-28 | RSUs | $9,042 | RSUs vest ratably over three years |
| Outstanding Awards (as of 2025-01-25) | Count |
|---|---|
| Unvested RSUs | 2,739 |
| Stock Options | — (none) |
- Director equity mix: For fiscal 2025, non-employee directors received annual equity awards of $150,000, allocated 100% to RSUs; directors may elect up to 100% of cash retainer in restricted stock subject to six-month transfer restriction. No options were granted to directors in fiscal 2025.
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Notes |
|---|---|---|---|
| Wireless Telecom Group, Inc. | Prior director (2020–2023) | None disclosed with DY customers/suppliers | Prior public board service; ended 2023 |
- Compensation Committee interlocks: None; Ms. Fritzsche and other Compensation Committee members are not current/former officers of DY, and there are no interlocks with other entities involving DY executive officers.
- Related-party transactions: None for fiscal 2025.
Expertise & Qualifications
- Capital markets/M&A/corporate finance expertise aligned with DY’s business, industry and competitors; deep telecommunications and communications infrastructure research background.
- Governance experience as Compensation Committee Chair and Corporate Governance Committee member.
Equity Ownership
- Stock ownership guidelines: Non-employee directors must own Company stock equal to at least 5× annual cash retainer; expected to comply within five years; must retain 50% of net after-tax shares from Company equity awards until threshold achieved. As of January 25, 2025, each non-employee director has exceeded or is making satisfactory progress toward the threshold.
- Hedging/pledging: Prohibited for directors and executive officers.
- Outstanding unvested RSUs: 2,739 (see table above).
Governance Assessment
- Board effectiveness: As Compensation Chair, Ms. Fritzsche oversaw a highly active committee (14 meetings) with direct engagement of an independent consultant; the committee administers the clawback policy and sets CEO/NEO goals, structure, and peer benchmarking, signaling robust oversight.
- Independence and attendance: Independent status with strong attendance norms (≥95% Board; 100% committees), supporting investor confidence in oversight quality.
- Pay alignment (signal for governance quality): Director pay features a cash/equity mix with time-based RSUs and stock ownership guidelines, prohibitions on hedging/pledging, and majority voting standards for directors, aligning director incentives with shareholders.
- Shareholder feedback: Say-on-pay approval ~97% in May 2024, indicating broad investor support for compensation governance.
- Conflicts/related-party exposure: No related-party transactions; service on other boards subject to preclearance and limits (max three public boards unless approved), reducing interlock/conflict risk.
RED FLAGS: None disclosed specific to Ms. Fritzsche—no related-party transactions, no hedging/pledging, strong attendance, independent committee leadership, and no compensation committee interlocks.