Richard L. Koontz, Jr.
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Richard L. Koontz, Jr.
Independent director at Shenandoah Telecommunications (Shentel) since 2006; age 67. He is President of Holtzman Oil Corporation (since 2022) and previously served as Vice President (1988–2022), bringing senior operating and finance responsibility and ties to Shentel’s local shareholder base; he has also served on the Shenandoah County Public Schools Board. He is currently a member of Shentel’s Compensation Committee and has been determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holtzman Oil Corporation | President | 2022–present | Senior management of regional petroleum distributor; substantial budget and finance responsibility |
| Holtzman Oil Corporation | Vice President | 1988–2022 | Senior management with substantial budget authority and finance responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shenandoah County Public Schools Board | Member | Not disclosed | Community service noted in Shentel proxy biography |
| Other public company directorships | None disclosed | — | No other public company boards listed in 2025 proxy biography |
Board Governance
| Body | Role | 2024 Meetings |
|---|---|---|
| Board of Directors | Director (independent) | 5 meetings in 2024 |
| Compensation Committee | Member | 3 meetings in 2024 |
| Audit Committee | Not a member | 4 meetings in 2024 |
| Nominating & Corporate Governance Committee | Not a member | 2 meetings in 2024 |
- Independence: The Board determined every director except the CEO is independent under Nasdaq Listing Rule 5605(a)(2), and all board committees consist solely of independent directors.
- Attendance and engagement: Each director attended at least 75% of the aggregate of Board and relevant committee meetings in 2024; all directors attended the 2024 annual meeting. Independent directors met in executive session without management five times in 2024.
Compensation Committee Report signatories (2024): John W. Flora (Chair), Tracy Fitzsimmons, Richard L. Koontz, Jr.
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| Monthly cash retainer (non-employee directors, 2024) | $5,000 per month |
| Compensation Committee member retainer (monthly) | $417 per month |
| 2024 Fees Earned or Paid in Cash (Koontz) | $65,000 |
| Portion of 2024 cash fees taken in stock (Koontz) | $4,500 elected as unrestricted shares, valued at month-end close |
| Meeting fees policy | No per-meeting fees unless meetings exceed preset counts; then Comp Committee = $1,000 per additional meeting |
Performance Compensation
| Grant Date | Award Type | Units/Shares | Fair Value/Share | Total Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| 2024-02-13 | RSU | 6,298 | $20.64 | $129,991 | Fully vests on first anniversary or upon retirement/resignation after ≥5 years of Board service |
- No options or performance-based (PSU) awards disclosed for directors in 2024; director equity is time-based RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Koontz in the 2025 proxy biography |
| Compensation Committee interlocks | None; no executive officers served on another entity’s comp committee whose executive served on Shentel’s Board/Comp Committee; no relationships requiring Item 404 disclosure for Comp Committee members in 2024. |
Expertise & Qualifications
- Senior operating and finance leadership experience as President of a regional petroleum distributor; prior long-tenured VP role with substantial budget authority and finance responsibilities.
- Community leadership via Shenandoah County Public Schools Board; knowledge of Shentel’s extensive local shareholder base.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date | Notes |
|---|---|---|---|---|
| Richard L. Koontz, Jr. | 59,605 | <1% | 2025-02-21 | Based on 54,856,327 shares outstanding |
- Stock ownership guidelines: Directors are expected to hold 60× the monthly retainer; unvested RSUs/options/PSUs and any pledged shares do not count toward the guideline.
- Anti-hedging: Directors are prohibited from hedging company stock (e.g., collars, forward sales, listed options).
- Related-party transactions: None since the beginning of the last fiscal year (Audit Committee reviews per charter).
Governance Assessment
- Alignment: Koontz receives an annual time-based RSU grant ($129,991 grant-date value for 2024) and elected to receive a portion of cash fees in stock ($4,500), improving ownership alignment.
- Engagement and oversight: Serves on the Compensation Committee and signed the CD&A report; the committee met three times in 2024; he met the company’s ≥75% attendance threshold and attended the annual meeting.
- Independence: Determined independent; committees comprise only independent directors, and the Board regularly holds executive sessions without management.
- Ownership and policies: Beneficially owns 59,605 shares (<1%); robust director ownership guidelines (60× monthly retainer) and anti-hedging policy are in place, though individual compliance status is not disclosed.
- Conflicts/related parties: While he is President of Holtzman Oil, the company discloses no related-party transactions during the period, and Compensation Committee interlocks were absent in 2024.
No RED FLAGS disclosed: No related-party transactions, no hedging allowed, independence affirmed, and attendance threshold met.