Tracy Fitzsimmons
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Tracy Fitzsimmons
Independent director of Shenandoah Telecommunications Company (Shentel) since 2005; age 58; President of Shenandoah University since July 2008; designated Lead Independent Director since September 2016. Core credentials include leadership of a large, technology-forward academic institution with budgeting and financial experience; education includes Ph.D. and M.A. (Stanford) and B.A. (Princeton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shenandoah University | President | Jul 2008–present | Leads a “technology leader” higher-ed institution; budgeting and financial oversight in a large, diverse organization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenEdge (Governor-appointed) | Board member | Not disclosed | Supports growth of manufacturing, technology, and engineering companies |
| GoVirginia Region 8 | Board member | Not disclosed | Fosters private-sector growth in the region |
Board Governance
- Independence and role: Independent director; Lead Independent Director (since 2016) with authorities including leading executive sessions, approving agendas/schedules/materials, calling meetings of independents, liaising with the Chair/CEO, engaging independent advisors, and being available to major shareholders .
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee; not on Audit .
- Attendance and engagement: Board met 5 times in 2024; independent directors met in executive session 5 times; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure and independence: Combined Chair/CEO model (French) with Lead Independent Director; 10 of 11 directors independent; all Board committees comprised solely of independent directors .
- Director class/tenure: Class 1; term expires at the 2026 annual meeting; director since 2005 .
- Related-party and interlocks: Compensation Committee interlocks—none; no relationships requiring Item 404 disclosure; no related party transactions since the start of last fiscal year .
- Shareholder signaling: Say-on-pay support ~98% (2022), ~98% (2023), and ~96% (2024), indicating broad investor support of compensation practices overseen by the Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $89,500 | Elected to receive $9,375 of cash fees in unrestricted SHEN shares |
| RSU Awards (2024) | $129,991 | Annual non-employee director grant; 6,298 RSUs at $20.64; vest fully on first anniversary or upon retirement/resignation after ≥5 years of service |
| Total (2024) | $219,491 | Sum of cash and RSU grant fair value |
Supplemental (Board-wide 2024 cash retainer design):
- Base director cash retainer: $5,000/month; committee member retainers: Audit $625/month, Compensation $417/month, Nominating & Corporate Governance $208/month; chair retainers: Audit $1,042/month, Compensation $625/month, Nominating & Corporate Governance $417/month; Lead Independent Director retainer: $1,417/month; per-meeting fees only if meetings exceed preset counts .
- Directors may elect to receive some/all fees in stock (valued at month-end close) .
Performance Compensation
- Non-employee directors do not receive performance-based bonuses, options, or PSUs; equity is time-based RSUs with one-year vesting (or upon retirement/resignation after ≥5 years of service). No director options outstanding or granted in 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Dr. Fitzsimmons |
| Committee interlocks | None—no executive officer of SHEN served on a committee of another entity whose executive served on SHEN’s Compensation Committee/Board; Compensation Committee members (including Fitzsimmons) had no relationships requiring related-party disclosure |
| Related-party transactions | None since the beginning of last fiscal year |
Expertise & Qualifications
- Leadership and governance: Long-serving independent director; Lead Independent Director with broad agenda-setting and shareholder engagement responsibilities .
- Sector/organizational expertise: President of a large academic institution with budgeting and financial oversight; university considered a technology leader .
- Education: Ph.D., M.A. (Stanford); B.A. (Princeton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Tracy Fitzsimmons | 44,136 | <1% | As of Feb 21, 2025; 54,856,327 shares outstanding |
| Stock ownership guidelines (directors) | 60x monthly retainer | — | Unvested awards and pledged shares excluded from counting |
| Hedging/pledging policy | Prohibits hedging and unapproved pledging | — | Alignment safeguard |
Governance Assessment
-
Positives/strengths:
- Strong independence posture: independent committees and 10/11 independent directors; LID structure with defined authorities mitigates combined Chair/CEO risk .
- Engagement and oversight: consistent executive sessions; solid meeting cadence and attendance; all directors attend annual meeting .
- Alignment: directors can take fees in stock; annual RSU grants; hedging/pledging restrictions; director ownership guidelines (60x monthly retainer) .
- Investor confidence: multi-year strong say-on-pay votes (96–98%) .
- Clean conflicts: no related-party transactions; no compensation committee interlocks .
-
Watch items/risks:
- Structural: Combined Chair/CEO remains a governance risk factor despite LID mitigations .
- Tenure: Long Board tenure (director since 2005) can raise refreshment/independence-perception questions; however, Board has added new independent directors and maintains annual self-evaluations .
- Investor-affiliated directors: Recent additions linked to significant shareholders (ECP, GCM) heighten the need for rigorous independence and conflict oversight; Board affirms independence under Nasdaq rules .
Overall: As Lead Independent Director and committee chair, Dr. Fitzsimmons’ roles, long service, and policy framework (ownership guidelines; anti-hedging/pledging; independent committees) support board effectiveness and alignment. Continued emphasis on board refreshment and maintaining robust independent oversight of investor-affiliated directors will be important to sustain investor confidence .