Victor C. Barnes
SHENANDOAH TELECOMMUNICATIONS CO/VA/About Victor C. Barnes
Victor C. Barnes (age 60) is an independent director of Shenandoah Telecommunications Company (Shentel) since 2022. He is an author, executive coach, and consultant; previously Chief of Connected Planning at Anaplan (2021–Sep 2022) and held multiple senior finance roles at The Coca-Cola Company (1994–2020), including VP, Global CFO of the McDonald’s Division and CFO of Coca‑Cola Canada; he is a Certified Public Accountant. Barnes is designated an Audit Committee Financial Expert, reflecting deep accounting, finance, and M&A integration experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anaplan | Chief of Connected Planning | 2021–Sep 2022 | Technology/FP&A systems leadership |
| The Coca‑Cola Company | VP, Global CFO – McDonald’s Division; CFO, Coca‑Cola Canada; various roles | 1994–2020; Canada CFO 2015–2018 | Led Glaceau (Vitaminwater/Smartwater) merger integration; extensive finance leadership; CPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The 2025 proxy biography lists no other public company directorships for Barnes . |
Board Governance
- Independence and tenure: Independent director; on the Board since 2022 .
- Committees: Member, Audit Committee; Audit Committee Financial Expert. Audit Committee held 4 meetings in 2024; Chair is Leigh Ann Schultz. Other members: DeNichilo, Quaglio, Rhymes .
- Attendance and engagement: In 2024, the Board met 5 times and each director attended at least 75% of aggregate Board and committee meetings; independent directors met in executive session 5 times; all directors attended the 2024 annual meeting .
- Board structure: CEO also serves as Chair; Lead Independent Director role held by Tracy Fitzsimmons with defined authorities (agenda approval, executive sessions, shareholder engagement). Ten of eleven directors are independent .
- Governance policies: Majority voting for directors; committees comprised solely of independent directors; robust ownership guidelines; prohibition on hedging (and unapproved pledging) of company shares; no poison pill .
Fixed Compensation
- Structure (2024): Non‑employee directors received a $5,000 monthly cash retainer; committee member retainers per month: Audit $625, Compensation $417, Nominating & Corporate Governance $208; committee chair retainers per month: Audit $1,042, Compensation $625, Nominating $417; Lead Independent Director $1,417; directors may elect to take fees in stock .
- 2024 director equity: On Feb 13, 2024, each then‑serving director received 6,298 RSUs (grant date fair value $20.64/share) vesting on first anniversary or upon retirement/resignation after ≥5 years of Board service .
- Barnes’ 2024 compensation: He earned $67,500 in cash fees and $129,991 in RSU awards (total $197,491). He elected to receive $9,225 of his cash compensation in unrestricted shares .
| Item | Amount / Terms |
|---|---|
| Monthly Board retainer (cash) | $5,000 |
| Monthly committee member retainers | Audit $625; Compensation $417; Nominating & Corporate Governance $208 |
| Monthly committee chair retainers | Audit $1,042; Compensation $625; Nominating $417 |
| Lead Independent Director monthly retainer | $1,417 |
| RSU annual grant (directors) | 6,298 RSUs @ $20.64 FV; 1‑year vest or earlier upon qualifying retirement/resignation |
| Barnes – 2024 Fees (cash) | $67,500; elected $9,225 of fees in stock |
| Barnes – 2024 RSU grant value | $129,991 |
| Barnes – 2024 Total | $197,491 |
Performance Compensation
- Directors do not receive performance‑conditioned equity; RSUs time‑vest. No director options or PSU performance metrics are disclosed for non‑employee directors .
| Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (director annual grant) | Feb 13, 2024 | 6,298 | $20.64 per unit | Full vest on first anniversary or upon retirement/resignation after ≥5 years on Board |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in SHEN’s 2025 proxy biography for Barnes |
| Committee interlocks | 2024 Compensation Committee members (Flora, Fitzsimmons, Koontz) had no related‑party relationships requiring disclosure; no reciprocal compensation committee interlocks reported |
| Related‑party transactions | None since the beginning of the last fiscal year; Audit Committee oversees approval process |
| Principal shareholder influence context | Board includes investor‑affiliated directors from ECP and GCM; ECP and GCM are 10.85% and 7.48% holders, respectively |
Expertise & Qualifications
- Audit Committee Financial Expert; CPA designation .
- Senior global finance leadership (Coca‑Cola), including divisional CFO roles and M&A integration leadership (Glaceau) .
- Technology/enterprise planning exposure (Anaplan) augmenting finance skillset .
Equity Ownership
| Metric | Amount / Policy |
|---|---|
| Shares beneficially owned (2/21/2025) | 15,520 shares |
| Shares outstanding (2/21/2025) | 54,856,327 shares |
| Ownership as % outstanding | ~0.028% (computed from 15,520 / 54,856,327) |
| 2024 director RSU grant | 6,298 RSUs (time‑vest) |
| Ownership guidelines | Directors: 60× monthly retainer; excludes unvested RSUs from calculation |
| Hedging/pledging | Hedging prohibited; unapproved pledging not permitted |
Governance Assessment
- Positives: Independent, Audit Committee member and designated financial expert, with deep CFO experience—favorable for financial oversight and ERM/cyber reviews conducted by Audit Committee. Board policies reinforce alignment (ownership guidelines) and risk controls (hedging/pledging prohibitions) .
- Alignment Signals: Elected to take a portion of director fees in stock, modest equity retainer with one‑year vesting, and stock ownership guidelines for directors; no related‑party transactions disclosed, and strong say‑on‑pay support historically (96% in 2024) which reflects broader investor confidence in compensation governance .
- Watchpoints: Combined CEO/Chair structure mitigated by an empowered Lead Independent Director and independent committee composition; presence of investor‑affiliated directors on the Board warrants continued monitoring for potential influence, though Barnes himself is independent and Audit Committee composition meets SEC/Nasdaq standards .
- Attendance/Engagement: Board met 5 times with each director meeting ≥75% attendance; independent directors held 5 executive sessions; supports active oversight .
RED FLAGS: None disclosed specific to Barnes. No related‑party transactions, no attendance issues disclosed, no hedging/pledging exceptions disclosed for directors .