George W. Off
TELEPHONE & DATA SYSTEMS INC /DE/About George W. Off
Independent director of TDS; age 78; director since 1997. Former Chair and CEO of Checkpoint Systems and former President/CEO of Catalina Marketing; designated Audit Committee Financial Expert. Holds a B.S. in Mathematics (Colorado School of Mines) and earned the CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). Fully independent under NYSE rules and attended 100% of all Board and committee meetings on which he served in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Checkpoint Systems, Inc. | Chair and Chief Executive Officer | 2002–2009 | Led global operations; senior leadership and risk/financial experience cited for TDS Audit leadership |
| Catalina Marketing Corporation | President and Chief Executive Officer | 1994–1998 | Consumer marketing and management experience aligned to TDS retail-facing businesses |
| Infinian Mobile Commerce & Analytic Solutions | Director | 2011–2012 | Technology/analytics exposure complements TAG oversight |
External Roles
| Organization | Role | Tenure | Current/Former |
|---|---|---|---|
| Checkpoint Systems | Director | 2002–2009 | Former |
| Catalina Marketing Corporation | Director | 1998–2000 | Former |
| — | — | — | Current public company boards: None |
Board Governance
- Independence: Determined independent under NYSE listing standards; TDS operates as a controlled company with 6 of 12 directors independent .
- Committee assignments (2024): Audit Committee Chair (financial expert); Corporate Governance & Nominating Committee member; Technology Advisory Group Committee member .
- Attendance: 100% for Board and served committees in 2024; Board held 23 meetings (7 regular, 16 special) in 2024 .
- Anticipated changes: Lead Independent Director Christopher D. O’Leary expected to replace Off on CGNC; Off remains Audit Chair; Dixon to chair CHRC .
- Skills: Senior leadership, sales/marketing, risk/financial, public company board experience, global perspective (skills matrix) .
| Governance Element | Detail |
|---|---|
| Independence | Independent director under NYSE rules; Audit Chair and SEC-defined financial expert |
| Committees | Audit (Chair, financial expert); CGNC; TAG |
| Attendance (2024) | 100% Board/committee meetings attended |
| Board Refresh/Feedback | Shareholder concerns cited re: tenure; Board reaffirmed Off’s value; added Napoleon B. Rutledge, Jr. in Dec-2024; elected a Lead Independent Director in 2025 |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned (cash) | $183,500 |
| Annual Equity Grant (Common Shares) | $121,660; 6,320 shares at $19.25 per share on May 22, 2024 |
| All Other Compensation (life insurance premium) | $107 |
| Total | $305,267 |
Director plan structure (non-employee directors):
- Annual cash retainer: $90,000; Lead Independent Director retainer: $25,000; Committee retainers: Audit Chair $22,000/Audit member $11,000; CHRC Chair $20,000/CHRC member $10,000; CGNC Chair $10,000/CGNC member $5,000; meeting fees $1,750 per Board/committee meeting (Audit, CHRC, CGNC). Annual equity retainer: $120,000 in Common Shares at Annual Meeting price .
Performance Compensation
- Not applicable for non-employee directors; annual director equity is time-based common share grants (no performance metrics). None of the non-employee directors had stock or option awards outstanding at December 31, 2024 beyond the annual share award framework .
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Current public boards | None |
| Prior public boards | Checkpoint Systems; Catalina Marketing |
| Interlocks/Conflicts | None disclosed related to Off. Audit Committee reviews related-party transactions; CHRC members (not including Off) disclosed as independent with no insider participation . |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; SEC-defined financial expert .
- Cyber oversight: CERT Certificate in Cybersecurity Oversight (Carnegie Mellon) .
- Industry/functional: Sales/marketing, global operations, risk/financial leadership; skills matrix coverage in leadership, sales/marketing, risk/financial, public boards, global perspective .
- Education: B.S. Mathematics, Colorado School of Mines .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Common Shares) | 72,354 |
| Series A Common Shares | Not disclosed for Off (no Series A listed for Off in table) |
| Ownership as % of Common Shares outstanding | ~0.0675% (72,354 / 107,153,845 Common Shares as of Mar 3, 2025) |
| Vested vs. unvested | No outstanding director options/RSUs; annual share grants; none outstanding at 12/31/2024 for non-employee directors |
| Pledging/Hedging | Policy prohibits hedging/pledging; no pledging indicated for listed director holdings |
| Ownership guideline | Directors required to hold $270,000 in shares within 3 years of joining; ongoing minimum applies |
Note: The 2024 year-end closing price reference used elsewhere in the proxy for valuation was $34.11 per share for TDS Common Shares; Off’s 72,354 shares would correspond to an indicative value using that reference date price, subject to the guideline methodology .
Governance Assessment
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Strengths: Independent Audit Chair with SEC financial expert designation; 100% attendance; broad leadership and risk experience; cyber oversight credential; alignment with board-wide risk, cybersecurity, and ESG oversight processes .
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Alignment: Annual director equity in common shares plus cash retains skin-in-the-game; stock ownership guidelines reinforce alignment and anti-hedging/pledging policy reduces misalignment risk .
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Signals/concerns:
- Tenure: Shareholder feedback highlighted concerns about overall board tenure and specifically noted 2024 voting results related to Off; the Board reaffirmed Off’s continued service due to institutional knowledge while adding a new independent director and a Lead Independent Director structure—this partially mitigates refresh concerns but remains a perception risk (RED FLAG: tenure optics) .
- Controlled company dynamics: Half the board is independent; CGNC includes non-independent members due to controlled status; related-party legal fees with Sidley Austin and family employment at subsidiaries reflect typical controlled-company risks (governance oversight rests with Audit/CHRC/CGNC processes) .
- Say-on-Pay context: 77% approval in 2024 suggests lukewarm support for executive pay; not directly tied to director pay but relevant to investor sentiment .
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Net: Off’s audit leadership, full attendance, and independent status are positives for board effectiveness; however, tenure-related investor concerns in a controlled-company setting warrant continued refresh and clear succession/committee planning as already initiated .