Thomas A. Beckett
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Thomas A. Beckett
Thomas A. Beckett, 57, has served as an independent director of Shenandoah Telecommunications (SHEN) since 2018. He is Senior Vice President, General Counsel and Secretary of American Public Education, Inc. (APEI) and General Counsel and Secretary of American Public University System, Inc.; previously General Counsel & COO at InnoZen/HealthSport (2007–2010), an attorney at King & Spalding LLP and Holland & Knight LLP, and began his career as a banking officer at First Union National Bank. His core credentials are in corporate governance and advising boards as a public company executive, and the Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Public Education, Inc. (NASDAQ: APEI) | SVP, General Counsel & Secretary | Since 2016 | Public company executive; governance and compliance leadership |
| American Public University System, Inc. (subsidiary of APEI) | General Counsel & Secretary | Since 2011 | Advice to subsidiary; corporate governance |
| InnoZen, Inc. / HealthSport, Inc. | General Counsel & Chief Operating Officer | 2007–2010 | Executive leadership at pharma/dietary supplement firms |
| King & Spalding LLP | Attorney | Not disclosed | Corporate/legal practice |
| Holland & Knight LLP | Attorney | Not disclosed | Corporate/legal practice |
| First Union National Bank | Banking Officer | Early career | Finance foundation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| American Public Education, Inc. | SVP, General Counsel & Secretary | Public | Operating role; no SHEN related-party transactions disclosed since the beginning of last fiscal year |
| American Public University System, Inc. | General Counsel & Secretary | Private (subsidiary) | Operating role; no SHEN related-party transactions disclosed since the beginning of last fiscal year |
| Other public company directorships | — | — | None disclosed in the proxy |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (two meetings in 2024; Committee composed entirely of independent directors). Not a chair of any committee.
- Independence: The Board determined that all directors other than the CEO are independent (includes Beckett). Board committees consist solely of independent directors.
- Attendance and engagement: The Board met 5 times in 2024; each director attended at least 75% of the aggregate of Board and committee meetings on which they served. All directors attended the 2024 annual meeting. Independent directors met in executive session 5 times.
- Lead Independent Director and structure: Board combines Chair/CEO roles with a Lead Independent Director (Dr. Tracy Fitzsimmons) who approves agendas/schedules and can call independent director meetings; independent committees provide oversight.
- Related-party and interlocks: Audit Committee oversees Item 404 transactions; none since the beginning of the last fiscal year. No compensation committee interlocks in 2024.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Paid In Lieu of Cash ($) | Notes |
|---|---|---|---|
| 2024 | 62,500 | 3,600 | Beckett elected to receive $3,600 of cash fees in unrestricted shares under the 2024 Equity Incentive Plan |
- Director fee schedule (policy): $5,000/month base retainer; committee membership retainers: Audit $625/month, Compensation $417/month, Nominating & Corporate Governance $208/month; Chair retainers: Audit $1,042/month, Compensation $625/month, N&CG $417/month; Lead Independent Director $1,417/month. No per-meeting fees unless preset meeting counts are exceeded.
Performance Compensation (Director Equity)
| Grant Date | Award Type | Units/RSUs Granted | Fair Value per Unit ($) | Grant-Date Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2024-02-13 | RSUs (annual director grant) | 6,298 | 20.64 | Included in $129,991 total | Fully vests on the first anniversary or upon retirement/resignation after ≥5 years of Board service |
| 2024 Full-Year | Total RSU Awards (reported) | — | — | 129,991 | Amount reported in 2024 Director Compensation Table |
- Directors may elect to receive some/all cash fees in unrestricted shares, valued at the last trading day of the service month.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no related-party transactions since the beginning of the last fiscal year. |
Expertise & Qualifications
- Brings significant experience advising boards and executive management as a public company General Counsel and Secretary; expertise in corporate governance.
- Prior executive operator (GC/COO) experience and legal background across prominent law firms; early-career banking experience adds finance context.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of Date |
|---|---|---|---|
| Thomas A. Beckett | 17,867 | <1% | Feb 21, 2025 |
- Shares outstanding: 54,856,327 as of Feb 21, 2025 (basis for percentages).
- Stock ownership guidelines: Directors must hold stock equal to 60x the monthly retainer; unvested awards and pledged shares do not count. Hedging is prohibited; unapproved pledging is not permitted.
- Alignment signals: In 2024 Beckett elected to receive $3,600 of cash fees in shares, alongside the annual RSU grant.
Governance Assessment
- Positive signals: Independent director with legal/governance expertise; active service on the Nominating & Corporate Governance Committee; each director met at least the 75% attendance threshold; independent director executive sessions held 5 times; committees fully independent; no related-party transactions and no comp committee interlocks; elected to take a portion of fees in stock, supporting alignment.
- Shareholder alignment context: Strong say‑on‑pay results (98% in 2022, 98% in 2023, 96% in 2024) indicate broad investor support for compensation governance.
- Watch item (board structure): The Chair/CEO roles are combined; the Board cites mitigation via a robust Lead Independent Director role and fully independent committees.
- RED FLAGS: None disclosed specific to Beckett (no related‑party transactions, no interlocks, attendance threshold met).
Overall: Beckett’s profile suggests low conflict risk and solid governance contribution via N&CG oversight; his modest share ownership and stock election enhance alignment, while the combined Chair/CEO structure is a board-level structural consideration mitigated by the Lead Independent Director and independent committees.