Michael A. Rhymes
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Michael A. Rhymes
Michael A. Rhymes, age 57, is an independent Class 2 director at Shenandoah Telecommunications (Shentel) since 2024 and serves on the Audit Committee; he was appointed on July 30, 2024, with his current term set to expire at the 2027 annual meeting . He is the Chief Information Officer at Entergy Corporation (NYSE: ETR) and holds a B.S. in Economics and an MBA from Texas A&M University, bringing expertise in strategic planning, large-scale business transformation, and cybersecurity in highly regulated industries . The Board has determined Audit Committee members, including Rhymes, meet Nasdaq and SEC independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Corporation (NYSE: ETR) | Chief Information Officer | 2021–present | Leads enterprise IT with focus on secure, cost-effective solutions |
| Gates Corporation | Chief Information Officer | 2015–2021 | Built global IT organization and strategy |
| Eaton | Leadership positions | — | Senior technology/operations roles |
| Cooper Industries | Leadership positions | — | Senior technology/operations roles |
| Ernst & Young | Leadership positions | — | Advisory/technology leadership |
| Anderson Consulting (Accenture) | Leadership positions | — | Advisory/technology leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Entergy Corporation | Chief Information Officer | Current full-time executive role; no other public company directorships disclosed for Rhymes in SHEN proxy |
Board Governance
- Committee assignments: Audit Committee member (not chair); Audit Committee comprised solely of independent directors .
- Independence: Board is 90.90% independent; committees consist solely of independent directors .
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting; independent directors met in executive session 5 times .
- Risk oversight: Audit Committee oversees enterprise risk management including cybersecurity risk, with regular updates from CIO/GC/CEO—an area aligned with Rhymes’ expertise .
| Governance Item | Detail |
|---|---|
| Director Class/Term | Class 2; current term expiring in 2027 |
| Committee(s) | Audit Committee member |
| 2024 Board Meetings | 5 (each director ≥75% attendance) |
| 2024 Audit Committee Meetings | 4 |
| Executive Sessions (Independent Directors) | 5 in 2024 |
Fixed Compensation
| Component | Structure | 2024 Amount (Rhymes) |
|---|---|---|
| Board cash retainer | $5,000 per month for non-employee directors | $28,125 total fees earned |
| Committee membership fee | Audit: $625/month; Compensation: $417/month; Nominating & Corporate Governance: $208/month | Included in $28,125 (Audit member) |
| Committee chair fee | Audit chair: $1,042/month; Compensation chair: $625/month; Nominating chair: $417/month | Not applicable (not a chair) |
| Lead Independent Director fee | $1,417/month | Not applicable (not Lead Independent Director) |
| Meeting fees (excess meetings) | Only if preset number exceeded (Audit $1,071; Compensation $1,000; Nominating $833 per additional meeting) | Not disclosed |
Policy notes:
- Directors may elect cash fees in unrestricted shares at month-end closing price; elections by July 1 each year .
- Reimbursement for director education/out-of-pocket travel expenses .
Performance Compensation
| Award Type | Grant Date | Shares | Grant Fair Value/Share | Vesting |
|---|---|---|---|---|
| RSU (initial appointment grant) | 2024-07-30 | 3,168 | $20.52 | Full vest on 2025-02-13 |
Program context:
- Directors serving as of 2024-02-13 received 6,298 RSUs at $20.64; these vest on first anniversary or upon retirement/resignation after ≥5 years of service (Rhymes joined in July, so this annual grant applied to “then serving” directors; Rhymes’ appointment grant is separately disclosed above) .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Compensation committee interlocks | None during 2024 |
| Related-party transactions | None since beginning of last fiscal year; Audit Committee reviews and approves any under Item 404; no transactions disclosed |
Expertise & Qualifications
- Strategic planning, large-scale business transformation, organizational development, and broad technology/cybersecurity expertise in a highly regulated industry .
- Augments Audit Committee oversight of cybersecurity and enterprise risk management .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of 2025-02-21) | 2,700 shares |
| % of shares outstanding | <1% (outstanding shares: 54,856,327) |
| Stock ownership guidelines (directors) | Required ownership level: 60× monthly retainer (unvested RSUs/options/PSUs excluded; pledged shares excluded) |
| Anti-hedging/pledging | Hedging prohibited; unapproved pledging not permitted |
Insider Trades
| Filing Type | Filing Date | Security | Amount Reported |
|---|---|---|---|
| Form 3 (Initial Statement) | 2024-08-01 | Common Stock | 0 shares (initial beneficial ownership) |
Governance Assessment
- Positives: Independent Audit Committee member with deep IT/cyber background directly aligned to committee oversight mandate; Audit Committee and Board independence and structure are strong; consistent attendance standards; and director compensation is modest and equity-linked, reinforcing alignment .
- Alignment and safeguards: Robust stock ownership guidelines for directors, anti-hedging policy, and no related-party transactions disclosed; Compensation Committee uses independent consultant practices (FW Cook referenced for guideline review) .
- Watch items: Active CIO role at Entergy implies notable time commitments—monitor engagement and committee workload over time; Board reports all directors met minimum attendance thresholds in 2024 .
- Signals: Appointment grant structure with near-term vesting upon first anniversary indicates standard, time-based director equity; no performance metrics or cash bonus constructs for directors—reduces risk of misaligned short-term incentives .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricings, or low say-on-pay signals; company reports strong say-on-pay support and explicit prohibitions on shareholder-unfriendly practices .