Kenneth L. Quaglio
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Kenneth L. Quaglio
Kenneth L. Quaglio, 66, is an independent director of Shenandoah Telecommunications (Shentel) and has served on the Board since 2017. He is a Partner at Kearney, Inc., where he leads the wireline segment within the Communications, Media and Technology group, and is designated by the Board as an Audit Committee Financial Expert, reflecting deep finance and operating expertise. His prior roles include CEO/President and COO positions across digital consulting and software firms, underscoring strengths in strategy, execution, and technology services. The Board has determined that all directors except the CEO are independent under Nasdaq rules, covering Mr. Quaglio’s status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kearney, Inc. | Partner; leads wireline segment, CMT group | 2022–present | Strategy and operational leadership in telecom wireline segment |
| Celerity IT, LLC (now part of Randstad Technology) | CEO & President | 2017–2022 | Digital business acceleration; mobile applications focus |
| Siteworx, LLC (now part of Merkle) | CEO & President | 2014–2017 | Digital marketing consultancy leadership |
| 3Pillar Global, Inc. | Chief Operating Officer | 2012–2014 | Global software product development operations |
| Ernst & Young, LLP | Partner/Principal, Advisory Services Performance Improvement | 2009–2012 | Performance improvement advisory |
External Roles
| Category | Details |
|---|---|
| Other public company boards | Not disclosed for Mr. Quaglio in the proxy biography or Board profiles. |
Board Governance
| Item | Status |
|---|---|
| Board independence | 10 of 11 directors independent; only the CEO is non-independent. |
| Independence status (Quaglio) | Independent director under Nasdaq rules. |
| Committee assignments | Audit Committee member. |
| Committee chair roles | Not a chair; Audit Committee chaired by Leigh Ann Schultz. |
| Audit Committee Financial Expert | Yes (Board determined Quaglio qualifies). |
| Attendance | Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; independents met in executive session 5 times. |
| Lead Independent Director | Tracy Fitzsimmons; responsibilities include agenda approval, executive session leadership, and shareholder availability. |
| Risk oversight linkage | Audit Committee oversees ERM and cybersecurity; as a member, Quaglio participates in financial reporting and cyber risk oversight. |
| Board size & diversity | 11 directors; 36% women/minorities; broad skill coverage including telecom/technology and finance. |
Fixed Compensation
| Component | Structure |
|---|---|
| Board cash retainer | $5,000 per month to each non-employee director. |
| Committee membership retainers | Audit: $625/month; Compensation: $417/month; Nominating & Corporate Governance: $208/month. |
| Committee chair retainers | Audit Chair: $1,042/month; Compensation Chair: $625/month; Nominating Chair: $417/month; Lead Independent Director: $1,417/month. |
| Meeting fees | Only if meetings exceed preset counts: Audit $1,071; Compensation $1,000; Nominating $833 per additional meeting. |
| Fee-in-stock election | Directors may elect to receive some/all fees in unrestricted shares; shares issued under the 2024 Equity Incentive Plan at month-end closing price. |
2024 Director Fees (Quaglio)
| Year | Cash Fees ($) | Portion Elected as Stock ($) | Source |
|---|---|---|---|
| 2024 | 67,500 | 5,625 |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Fair Value per Share | Vesting |
|---|---|---|---|---|
| RSUs (Director annual grant) | Feb 13, 2024 | 6,298 | $20.64 | Full vest on first anniversary or upon Board retirement/resignation after ≥5 years of service. |
| Additional notes | Directors may receive stock awards; awards in 2024 for non-employee directors were RSUs with time-based vesting; no performance metrics apply to director equity. |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks (2024) | None; no executive officer of SHEN served on another company’s comp committee whose executive served on SHEN’s Board/Comp Committee; no Comp Committee member had relationships requiring related-party disclosure. |
| Related-party transactions | None since the beginning of last fiscal year; Audit Committee oversees Item 404 transactions per charter. |
Expertise & Qualifications
- Audit Committee Financial Expert designation; significant finance and operational oversight experience.
- Former CEO/President and COO roles in digital/technology services and software; expertise in strategy, planning and execution, leadership/management, business development, and technology services.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kenneth L. Quaglio | 26,032 | <1% | As of Feb 21, 2025; company had 54,856,327 shares outstanding. |
| Ownership guidelines (directors) | 60x monthly retainer | — | Applies to all directors; ownership excludes unvested awards and pledged shares. |
| Hedging/pledging | Hedging prohibited; unapproved pledging not permitted. | ||
| Fee-in-stock usage | Elected $5,625 of 2024 cash fees in stock (alignment). |
Governance Assessment
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Strengths
- Independent director with Audit Committee Financial Expert status and active role in audit/ERM/cyber oversight; supports investor confidence in financial reporting and risk governance.
- Attendance: met the board-wide threshold; Board held 5 meetings and each director attended ≥75%; independent executive sessions held 5 times, indicating healthy non-management oversight.
- Alignment: Director equity (time-vesting RSUs) and optional fee-in-stock elections; robust ownership guidelines and anti-hedging/pledging policies.
- No related-party transactions or comp committee interlocks disclosed for 2024.
- Broad technology and operating background (Kearney wireline lead; prior CEO/COO roles) relevant to SHEN’s fiber and telecom strategy.
-
Watch items / context
- Board Chair/CEO roles combined; mitigated by a strong Lead Independent Director role with defined powers (agenda approval, exec sessions, shareholder availability).
- Director equity awards are time-based (not performance-conditioned); however, this is typical for directors and partially offset by ownership and anti-hedging requirements.
-
Shareholder sentiment context
- Say‑on‑Pay support has been high: approximately 98% (2022), 98% (2023), and 96% (2024), signaling broad investor support for compensation governance at SHEN.