Leigh Ann Schultz
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Leigh Ann Schultz
Leigh Ann Schultz (51) is an independent director of Shenandoah Telecommunications Company (Shentel) since 2016, currently serving as Audit Committee Chair and designated “audit committee financial expert.” She is CFO of Harvest Hosts Opco, LLC (since March 2021), is a Certified Public Accountant, and a National Association of Corporate Directors Board Leadership Fellow, with prior experience in the SEC Division of Corporation Finance and Ernst & Young . Her current board term is Class 2, expiring at the 2027 annual meeting; the Board is majority independent and committees are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Streetsense, LLC | Chief Financial Officer | May 2017 – Feb 2021 | Finance leadership in strategy/design consultancy |
| Vintage Advisory, LLC | Founder & CEO | 2016 – May 2017 | Strategic advisory to PE portfolios (performance improvement) |
| MorganFranklin Consulting | Managing Director | 2014 – 2016 | Strategy and execution-focused business consulting |
| AlixPartners | Consulting roles | Not disclosed | Strategy/execution consulting |
| SEC – Division of Corporation Finance | Staff service | Not disclosed | Regulatory/financial reporting expertise |
| Ernst & Young | Public accounting | Not disclosed | Audit/accounting background (CPA) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvest Hosts Opco, LLC | Chief Financial Officer | Mar 2021 – present | Membership-based travel/recreation company |
Board Governance
- Independent director; Board determined all directors except the CEO are independent under Nasdaq rules .
- Audit Committee Chair; members: Schultz (Chair), Barnes, DeNichilo, Quaglio, Rhymes; four meetings in 2024; Schultz, Barnes, DeNichilo, Quaglio designated “audit committee financial experts” .
- Not a member of Compensation or Nominating & Corporate Governance Committees per committee roster and director matrix .
- Board held five meetings in 2024; each director attended at least 75% of board and applicable committee meetings; independent directors met in executive session five times; all directors attended the 2024 annual meeting .
- Lead Independent Director: Dr. Tracy Fitzsimmons; role includes agenda approval, calling independent sessions, and shareholder consultation .
- Governance practices: majority voting for directors, no poison pill, robust stock ownership guidelines, prohibition on hedging/unapproved pledging .
Fixed Compensation
| Year | Cash Fees ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 80,000 | 130,002 | 210,002 |
| 2024 | 80,000 | 129,991 | 209,991 |
- Standard director fees in 2024: $5,000/month cash retainer; committee membership retainers: Audit $625/month, Compensation $417/month, Nominating $208/month; chair retainers: Audit $1,042/month, Compensation $625/month, Nominating $417/month; Lead Independent Director $1,417/month .
- RSU grants to directors: 6,298 RSUs granted Feb 13, 2024 at $20.64 fair value per unit; vest fully on first anniversary or upon retirement/resignation after ≥5 years of board service .
- Schultz elected to receive $4,000 of her 2024 cash compensation in unrestricted common stock (valued at month-end close), aligning with shareholder outcomes .
Performance Compensation
Directors receive time-based RSUs (not performance-based); however, board pay-for-performance oversight is evidenced in NEO bonus metrics and structure.
| Metric (Company-wide) | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Actual | 2023 Achievement % | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | 2024 Achievement % |
|---|---|---|---|---|---|---|---|---|---|---|
| Compensation Adjusted EBITDA ($mm) | 61.8 | 72.7 | 83.6 | 77.8 | 146% | 72.2 | 85.0 | 97.7 | 92.1 | 156% |
| Glo Fiber/VATI RGU Net Adds (#) | 17,347 | 21,684 | 26,021 | 17,785 | 10% | 23,103 | 28,878 | 34,654 | 23,259 | 3% |
| Glo Fiber/VATI Households/Businesses Released (#) | 82,490 | 103,112 | 123,734 | 89,386 | 33% | 85,890 | 107,363 | 128,836 | 102,376 | 77% |
| Incumbent Cable Res & SMB Revenue ($mm) | 166.8 | 173.8 | 180.7 | 176.4 | 138% | 163.4 | 170.2 | 177.0 | 171.7 | 122% |
| Commercial Fiber Sales Bookings ($) | 320,000 | 400,000 | 480,000 | 349,845 | 37% | 311,815 | 389,769 | 467,723 | 361,684 | 64% |
- Say-on-pay approval: ~98% (2022), 98% (2023), 96% (2024) support—committee maintained core design into 2024–2025 .
- Independent compensation consultant: FW Cook engaged; peer group used for executive benchmarking (e.g., 8x8, A10 Networks, ATN International, Bandwidth, Clearfield, Cogent, Consolidated Communications, etc.) .
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No additional public boards reported for Schultz |
| Private/non-profit/academic | Harvest Hosts Opco, LLC | CFO | Current operating role (private company) |
Expertise & Qualifications
- CPA; audit and public accounting background at Ernst & Young; SEC Division of Corp Finance experience .
- Telecommunications finance leadership and strategy/execution consulting (MorganFranklin, AlixPartners) .
- NACD Board Leadership Fellow; designated “audit committee financial expert” .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 25,576 shares (includes 38 shares held by spouse; disclaimed by Schultz) |
| Shares outstanding (as of Feb 21, 2025) | 54,856,327 |
| Ownership as % of outstanding | ~0.047% (25,576/54,856,327; both figures cited) |
| Pledged shares | Not disclosed; company prohibits unapproved pledging |
| Hedging policy | Hedging of company shares prohibited |
| Director ownership guideline | 60× monthly retainer for directors |
| Stock election | Elected $4,000 of 2024 cash fees in stock |
Governance Assessment
- Effectiveness: Schultz chairs a fully independent Audit Committee with financial experts, overseeing ERM including cybersecurity and internal controls—a strong governance signal for financial oversight .
- Independence/attendance: Independent under Nasdaq rules; met attendance policy (≥75%); Board held 5 meetings with 5 executive sessions in 2024; full director attendance at annual meeting .
- Conflicts/related-party exposure: No related party transactions since the beginning of the last fiscal year; spouse’s 38 shares are disclaimed; hedging/pledging prohibited—low conflict risk .
- Alignment: Annual director RSUs and optional stock in lieu of fees enhance alignment; robust stock ownership guidelines for directors and executives .
- Shareholder sentiment: High say-on-pay support (96–98%) suggests confidence in compensation governance .
- Watch item: Combined CEO/Chair structure mitigated by an active Lead Independent Director with defined authorities .
RED FLAGS: None disclosed related-party transactions, hedging/pledging, or option repricing; committee interlocks not present. The combined CEO/Chair role warrants continued monitoring, though mitigated by a strong Lead Independent Director structure .