James F. DiMola
SHENANDOAH TELECOMMUNICATIONS CO/VA/About James F. DiMola
James F. DiMola (age 38) is an independent director of Shenandoah Telecommunications Company (Shentel) since 2024 and is nominated to continue as a Class 3 director with a term expiring at the 2028 annual meeting. He is a Managing Director, Infrastructure Investments, at GCM Grosvenor (joined 2019), with prior roles at Cooper Investment Partners (2013–2019), First Reserve (2010–2013), and Barclays Capital (2008–2010). He holds B.S. degrees in Finance and Accounting from New York University. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCM Grosvenor | Managing Director, Infrastructure Investments | 2019–present | Originates, executes, and manages direct infrastructure investments; board-level duties on portfolio companies |
| Cooper Investment Partners | Vice President | 2013–2019 | Focused on middle-market infrastructure investments |
| First Reserve Corporation | Associate | 2010–2013 | Focus on energy equipment and services sectors |
| Barclays Capital (formerly Lehman Brothers) | Analyst, Investment Banking | 2008–2010 | Acquisition and capital-raising advisory for regulated utility and power generation companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards (other than Shentel) | None disclosed in proxy | — | — |
Board Governance
- Board class/term: Classified board; DiMola is a Class 3 nominee for a term expiring in 2028 if elected.
- Committee assignments: Member, Nominating & Corporate Governance Committee (2 meetings in 2024; Chair: Dr. Fitzsimmons). Not listed as a member of the Audit or Compensation Committees.
- Independence: Board determined all directors except the CEO are independent; committees consist solely of independent directors.
- Attendance and engagement: Board met 5 times in 2024; every director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual shareholder meeting; independent directors met in executive session 5 times.
- Audit Committee Financial Expert designation: Not designated as an audit committee financial expert.
Fixed Compensation
- Structure (non-employee directors):
- $5,000 monthly board retainer; committee member retainers: Audit $625/mo, Compensation $417/mo, Nominating & Corporate Governance $208/mo; additional monthly retainers for chairs (Audit $1,042; Compensation $625; Nominating & Governance $417) and Lead Independent Director $1,417; per-meeting fees only if meetings exceed preset counts.
- Directors may elect to receive fees in unrestricted stock in lieu of cash.
| 2024 Director Compensation (James F. DiMola) | Amount |
|---|---|
| Cash fees | $36,458 |
| RSU awards (grant-date fair value) | $97,491 |
| Total | $133,949 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (time-based) | Jul 30, 2024 | 4,751 | $20.52 per unit ($97,491 total) | Fully vests Feb 13, 2025 | None (time-based award) |
Note: A standard Feb 13, 2024 grant of 6,298 RSUs was made to then-serving directors; DiMola’s 2024 award reflects his July appointment and corresponding RSU grant.
Policy signals (company-wide):
- Clawback policy in place; no tax gross-ups; no guaranteed bonuses; prohibits hedging and does not permit unapproved pledging of common stock.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships | None disclosed for DiMola in the proxy. |
| Significant shareholder affiliations | GCM Grosvenor Inc. reported beneficial ownership of 4,105,126 shares (7.48%) as of Feb 18, 2025; DiMola is a Managing Director at GCM Grosvenor (potential alignment/conflict consideration). |
| Additional large holder with board presence | Energy Capital Partners Management, LP reported 10.85%; Shentel director Matthew S. DeNichilo is a Partner at ECP. |
| Related-party transactions | None since the beginning of the last fiscal year; Audit Committee reviews/approves any related-party transactions under Item 404 standard. |
Expertise & Qualifications
- Infrastructure investment expertise with focus on telecommunications, utilities, and power; extensive transaction execution and board-level oversight experience.
- Financial and accounting training (dual B.S. degrees); strengthens board’s capital allocation and M&A oversight skills.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class |
|---|---|---|
| James F. DiMola | 0 | <1% |
- Beneficial ownership table excludes unvested RSUs; the director ownership guideline excludes unvested awards and pledged shares.
- Director ownership guideline: 60× monthly retainer for directors; with a $5,000 monthly retainer, this implies a $300,000 ownership target based on the policy formula (policy: 60× monthly retainer; retainer: $5,000/month).
- Pledging/hedging: Hedging is prohibited; unapproved pledging not permitted.
Governance Assessment
Positives
- Independence and committee-only independence: DiMola is independent; committees are fully independent.
- Relevant domain expertise: Deep infrastructure/telecom investment background augments capital deployment and strategic oversight as Shentel executes fiber expansion.
- Board engagement: Board met 5 times; all directors met attendance thresholds; independent executive sessions held regularly.
- Pay practices: Use of equity for directors; clawback policy; no tax gross-ups; hedging/pledging restrictions; strong say-on-pay support (2022: ~98%; 2023: ~98%; 2024: ~96%).
Watch items / potential RED FLAGS
- Potential conflict due to employer stake: DiMola’s employer, GCM Grosvenor Inc., is a 7.48% shareholder—this can align interests but may raise conflict or activism optics if matters affecting GCM arise. Robust related-party oversight is disclosed and no RPTs occurred in the period.
- Low reported personal ownership: DiMola reported no beneficially owned shares as of Feb 21, 2025 (unvested RSUs excluded), which may modestly weaken “skin-in-the-game” optics until equity vests or ownership accumulates toward the guideline.
- Classified board structure: Three-class board can be viewed by some investors as entrenching; mitigated by majority voting and independent-only committees.
Overall implication for investors: DiMola brings material infrastructure investment expertise and independence to the board with appropriate committee service. The primary governance consideration is the affiliation with a 5%+ shareholder (GCM), which merits monitoring for potential conflicts; however, current disclosures indicate no related-party transactions and standard safeguard policies (clawback, anti-hedging, ownership guidelines) are in place.