John W. Flora
SHENANDOAH TELECOMMUNICATIONS CO/VA/About John W. Flora
John W. Flora (age 70) has served as an independent director of Shenandoah Telecommunications Company (Shentel) since 2008. He is a shareholder and practicing attorney at Flora Pettit PC in Harrisonburg, VA, with a business and tax practice spanning public-company counsel and private-company advisory since 1980 . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flora Pettit PC (Harrisonburg, VA) | Attorney and Shareholder | 1980–present | Lead counsel to a publicly-held Fortune 500 company; extensive public-company advisory; broad business and tax practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in the proxy |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair (sets CEO pay recommendations, oversees exec comp, HCM, stock plans, director pay guidelines, ownership guidelines) .
- Nominating & Corporate Governance Committee: Member (board composition, governance policies, ESG oversight) .
- Not on Audit Committee .
- Independence: Board is 10/11 independent; Flora is independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors held 5 executive sessions; all directors attended the 2024 annual meeting .
- Lead Independent Director: Dr. Tracy Fitzsimmons; responsibilities include agenda/schedule approval, executive session leadership, and shareholder availability .
- Board size and diversity: 11 directors; women and/or minorities represent 36% of full Board; age range 38–70 .
Fixed Compensation (Director)
| Component | Policy Rate (Monthly) | 2024 Role Basis | 2024 Cash Earned ($) |
|---|---|---|---|
| Base director retainer | $5,000 | 12 months | $60,000 |
| Compensation Committee – Member fee | $417 | 12 months | $5,004 |
| Compensation Committee – Chair fee | $625 | 12 months | $7,500 |
| Nominating & Corporate Governance – Member fee | $208 | 12 months | $2,496 |
| Meeting fees | Only if meetings exceed preset number; not triggered in 2024 | — | $0 |
| Total 2024 cash fees (reported) | — | — | $75,000 |
- Election to take fees in stock: Directors may elect to receive fees in unrestricted shares; Flora not listed among those who elected in 2024 (those electing: Barnes, Beckett, Fitzsimmons, Koontz, Quaglio, Schultz) .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Feb 13, 2024 | 6,298 | 129,991 | Vest fully on first anniversary or upon retirement/resignation after ≥5 years of service . |
- New 2024 appointee grants (July 30, 2024) applied to DiMola, DeNichilo, Rhymes—not to Flora .
- Mix signals: 2024 total director comp for Flora was $204,991, comprised of $75,000 cash and $129,991 equity (approx. 37% cash / 63% equity; percentages calculated from disclosed amounts) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Flora in the proxy .
- Compensation Committee interlocks: None—no reciprocal executive/director interlocks and no relationships requiring disclosure .
Expertise & Qualifications
- Legal, regulatory, and corporate governance: 40+ years as a business and tax attorney; extensive public-company and regulatory advisory experience .
- Board-level compensation oversight: Chairs the Compensation Committee with responsibility for executive pay, stock plans, HCM oversight, and director compensation policy .
- Broader governance context: Board maintains majority voting, regular self-evaluations, anti-hedging policy, and robust ownership guidelines .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 45,273 shares; <1% of outstanding |
| Shares pledged as collateral | Not disclosed; Company prohibits hedging and does not permit unapproved pledging |
| Director ownership guideline | 60x monthly retainer (i.e., 60 × $5,000 = $300,000 target value) |
| Compliance assessment (approx.) | At $12.61/share (12/31/2024), guideline equates to ~23,793 shares; Flora holds 45,273—appears to exceed guideline (calculated from disclosed price and policy) |
Note: Ownership guideline calculation uses the proxy’s 12/31/2024 closing price ($12.61) and the policy’s 60x retainer requirement; guidelines exclude unvested awards and pledged shares .
Related-Party Exposure
- Related-party transactions: Audit Committee requires approval of any Item 404 transactions; none since the beginning of the last fiscal year (no relationships requiring disclosure, including for Compensation Committee members) .
Compensation Committee Analysis (as chaired by Flora)
- Independent consultant: FW Cook engaged since 2015; advised on structure and peer group in 2024 .
- Peer group used for context (not strict benchmarking): 8x8; A10 Networks; ATN International; Aviat Networks; Bandwidth; Couchbase; Clearfield; Cogent; Consolidated Communications; Digi International; Digital Turbine; Globalstar; Gogo; Harmonic; InterDigital; Iridium; Ooma; Progress Software; Spok; Tucows; WideOpenWest .
- Say-on-Pay results: Strong support—approximately 98% (2022), 98% (2023), and 96% (2024) “for” votes; program design maintained given support .
Governance Assessment
- Positives
- Independent director with deep legal/regulatory expertise; long-tenured understanding of Shentel’s risk and regulatory profile .
- Chairs an independent Compensation Committee that uses an outside consultant, maintains ownership guidelines, and integrates clawback and anti-hedging policies at the company level—supportive of shareholder alignment .
- Strong shareholder signals on executive pay (96% support in 2024) under the committee’s oversight; suggests alignment with investor expectations .
- No related-party transactions and no compensation interlocks identified—low conflict profile .
- Attendance and engagement indicators are healthy (≥75% attendance; five independent executive sessions; full annual meeting attendance) .
- Watch items
- Tenure: Director since 2008; while tenure brings institutional knowledge, some investors scrutinize long tenure when evaluating independence and refreshment .
- Board composition context: Presence of investor-affiliated directors (ECP, GCM) added in 2024 increases the importance of a strong independent Compensation Chair to balance stakeholder interests .