Matthew S. DeNichilo
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Matthew S. DeNichilo
Independent Class 1 director of Shenandoah Telecommunications (Shentel) since 2024; age 41; term expires at the 2026 annual meeting. Partner at Energy Capital Partners (ECP) since 2018 (joined ECP in 2008) and designated Audit Committee Financial Expert for Shentel, with a B.S.E. in Operations Research & Financial Engineering from Princeton and deep M&A/strategic planning experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Capital Partners (ECP) | Partner; previously Associate | 2018–present; joined 2008 | Member of ECP Partnership, Investment and Valuation Committees; finance/M&A expertise |
| JPMorgan (Energy Investment Banking) | Analyst/Associate (Energy IB Group) | Prior to 2008 | Leveraged finance and M&A for independent power producers |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Triple Oak Power | Director | Current | Not disclosed as public in proxy | Energy/infrastructure oversight |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee Financial Expert designation .
- Committee chairs: Audit (Chair: Leigh Ann Schultz), Compensation (Chair: John W. Flora), Nominating & Corporate Governance (Chair: Tracy Fitzsimmons) .
- Independence: Board determined all directors except CEO are independent; all Board committees comprised solely of independent directors .
- Attendance: Board met 5 times in 2024; independent directors met in executive session 5 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Tracy Fitzsimmons; scope includes agenda approval, calling independent sessions, and shareholder consultation .
- Board composition/diversity and skills matrix aligned with telecom, finance, and risk management .
| Board/Committee | 2024 Meetings | Membership Notes |
|---|---|---|
| Board of Directors | 5 | ≥75% attendance for each director |
| Audit Committee | 4 | Schultz (Chair), Barnes, DeNichilo, Quaglio, Rhymes |
| Compensation Committee | 3 | Flora (Chair), Fitzsimmons, Koontz |
| Nominating & Corporate Governance | 2 | Fitzsimmons (Chair), Beckett, DiMola, Flora |
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Base cash retainer (non-employee directors) | $5,000 | Per month |
| Committee membership cash retainers | Audit: $625; Compensation: $417; Nominating & Gov: $208 | Per month |
| Committee chair cash retainers | Audit Chair: $1,042; Compensation Chair: $625; Nominating & Gov Chair: $417 | Per month |
| Lead Independent Director cash retainer | $1,417 | Per month |
| Equity-in-lieu election for fees | Permitted | Directors may elect common shares in lieu of cash paid monthly |
| 2024 Director Compensation (DeNichilo) | USD |
|---|---|
| Fees earned/paid in cash | $39,375 |
| RSU awards (fair value) | $97,491 |
| Total | $136,866 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value per Unit | Vesting |
|---|---|---|---|---|
| RSUs (director grant on appointment) | 2024-07-30 | 4,751 | $20.52 | Fully vested on 2025-02-13 |
| Annual RSU grant to then-serving directors | 2024-02-13 | 6,298 (not applicable to DeNichilo, appointed later) | $20.64 | Vests fully on first anniversary or upon retirement/resignation after ≥5 years service |
No stock options or performance-based director equity disclosed; director equity is time-vesting RSUs .
Other Directorships & Interlocks
| Entity | Relationship | Ownership/Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Energy Capital Partners Management, LP and affiliates | Principal shareholder of SHEN | 10.85% of common (incl. 3,492,067 shares issuable upon exchange of 81,000 shares of Series A Preferred; plus Hill City and ECP Management shares) | DeNichilo is an ECP Partner; Board deems him independent; no related-party transactions disclosed for FY2024 |
| GCM Grosvenor Inc. | Principal shareholder of SHEN | 7.48% of common | Director James DiMola is a Managing Director at GCM Grosvenor; Board deems directors independent; no related-party transactions disclosed |
Expertise & Qualifications
- Finance and M&A (leveraged finance/M&A; investment committee roles) .
- Audit Committee Financial Expert; valuation expertise .
- Engineering/quant background (Princeton ORFE) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (DeNichilo) | None reported (“—”; less than 1%) as of 2025-02-21 |
| Shares outstanding (reference for % calc) | 54,856,327 as of 2025-02-21 |
| Stock ownership guidelines (directors) | Required holding equal to 60× monthly retainer; excludes unvested awards and pledged shares |
| Hedging/pledging policy | Hedging prohibited; unapproved pledging prohibited |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-02-18 | 2025-02-13 | M (exempt) – settlement/vesting | RSU | 4,751 | 0 | https://www.sec.gov/Archives/edgar/data/354963/000035496325000067/0000354963-25-000067-index.htm |
| 2024-08-01 | 2024-07-30 | A – award/grant | RSU | 4,751 | 4,751 | https://www.sec.gov/Archives/edgar/data/354963/000035496324000182/0000354963-24-000182-index.htm |
Say‑on‑Pay & Shareholder Feedback (context for governance posture)
| Year | Approval (%) |
|---|---|
| 2022 | ~98% |
| 2023 | ~98% |
| 2024 | ~96% |
Governance Assessment
-
Strengths
- Independent Audit Committee with multiple “financial experts”; DeNichilo adds valuation/M&A rigor; committees comprised solely of independent directors .
- Regular executive sessions and established lead independent director governance (agenda control, advisor retention, shareholder access) .
- Transparent director fee structure; equity grants vest promptly, promoting alignment; hedging prohibited; robust stock ownership guidelines for directors .
-
Potential concerns and monitoring items
- Significant shareholder interlocks: ECP (10.85%) and GCM Grosvenor (7.48%) each have representatives on the Board (DeNichilo, DiMola). While Board deems independence and disclosed no related-party transactions in FY2024, investors should monitor committee decisions—especially Audit and Nominating—for any perceived influence, given ECP’s preferred equity with exchange features and board representation .
- Ownership alignment: As of the 2025 record date, DeNichilo reported no beneficial common shares; his 2024 RSUs vested February 13, 2025. Assess progress toward director stock ownership guidelines over time .
-
Other notes
- Board attendance and engagement were adequate in 2024 (≥75% attendance; full annual meeting participation) .
- No tax gross‑ups, no excessive perquisites, and clawback policies in place (primarily executive‑focused), supporting shareholder-friendly posture .
No related-party transactions requiring disclosure since the beginning of the last fiscal year; Audit Committee reviews and must approve any such transactions under Item 404 standards .