Kimberly D. Dixon
TELEPHONE & DATA SYSTEMS INC /DE/About Kimberly D. Dixon
Independent director (age 62) at TDS since 2017; currently a Private Investor. Former EVP & COO at FedEx Office (2010–2021) and senior roles at Sprint Nextel (1996–2010). Education: BS, Shippensburg University; MBA, Penn State; NACD Governance Fellow (2018) and CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). Board-relevant skills include senior leadership, sales/marketing, telecom industry experience, risk/financial, and global perspective.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Office | Executive Vice President & Chief Operating Officer | 2010–2021 | Operated logistics/transportation/business services; extensive operating and financial management experience |
| Sprint Nextel Corporation | Senior VP, Consumer Sales & Distribution; earlier executive leadership roles | 1996–2010 | Consumer/business marketing, sales and distribution strategies; 20 years telecom experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| James Avery Craftsman, Inc. (private) | Board Director | Not disclosed | Privately held jewelry designer/manufacturer/retailer |
| NACD | Governance Fellow | 2018 | Professional director accreditation |
| Carnegie Mellon (CERT) | Cybersecurity Oversight Certificate | Completed | Board-focused cyber risk education |
Board Governance
- Committee memberships (2024–2025): Audit Committee member; Compensation & Human Resources Committee (CHRC) member; Technology Advisory Group (TAG) member. Not on CGNC.
- Anticipated chair role: CHRC chair expected to transition from Christopher D. O’Leary to Kimberly D. Dixon (O’Leary to remain member). Timing referenced in 2025 proxy.
- Independence: Board determined Dixon is independent under NYSE standards; TDS maintains 6 of 12 directors as independent despite controlled-company exemptions.
- Attendance and engagement: Board held 23 meetings in 2024 (10 Audit; 9 CHRC; 5 CGNC; 1 TAG); each director attended ≥75% of Board and applicable committee meetings.
- Cybersecurity oversight: Board and Audit Committee receive regular cyber updates; Dixon completed CERT cybersecurity oversight training.
- Lead Independent Director: Christopher D. O’Leary appointed February 2025; leads independent oversight including CEO evaluation.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned (cash) | $184,500 |
| Stock awards (annual equity retainer) | $121,660 |
| All other compensation (life insurance premium) | $107 |
| Total | $306,267 |
Director compensation plan elements (for context):
- Annual cash retainer: $90,000 (non-employee directors); Lead Independent Director additional $25,000; Chair if non-employee $110,000.
- Annual equity retainer: $120,000 in TDS common shares (valued at meeting date price).
- Meeting fees (Audit/CHRC/CGNC): $1,750 per meeting; 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.
Performance Compensation
- Non-employee director pay at TDS is not performance-based (no bonus/PSU metrics for directors); equity is delivered as annual common share grants under the Directors’ Plan. None of the non-employee directors had stock or option awards outstanding at 12/31/2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards | None |
| Private/non-profit boards | James Avery Craftsman, Inc. (private) |
| Interlocks/potential conflicts | No related-party transactions disclosed involving Dixon; CHRC members (including Dixon) were independent and had no Item 404 relationships in 2024. |
Expertise & Qualifications
- Senior leadership; sales and marketing; telecom industry experience; risk/financial; global perspective (skills matrix).
- Cyber oversight credential (CERT); NACD Governance Fellow.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 39,250; <1% of class |
| Shares pledged as collateral | None disclosed; proxy footnotes note no pledges unless specified (none for Dixon). |
| Ownership guidelines | Directors must own shares valued at $270,000 (3x $90,000 cash retainer) within 3 years; ongoing compliance reviewed by Board (individual compliance not disclosed). |
Governance Assessment
- Strengths: Independent director with deep operating experience (FedEx/Sprint), CHRC and Audit membership, anticipated CHRC chairship, cyber oversight credential, and ≥75% meeting attendance in a high-activity year. These support board effectiveness and risk oversight.
- Alignment: Annual equity retainer and stock ownership guidelines promote skin-in-the-game; prohibition on hedging/pledging strengthens alignment.
- Compensation oversight quality: CHRC uses independent consultants (Compensation Strategies) and market data (Willis Towers Watson); committee found no consultant conflicts of interest.
- Potential red flags (company context): Controlled-company structure with Voting Trust influence; long-tenure concerns raised by shareholders (Board responded with refreshment and Lead Independent Director). No Dixon-specific related-party ties disclosed.
Overall, Dixon’s independence, committee roles (including anticipated CHRC chair), operational track record, and cyber competency are positives for investor confidence; lack of disclosed conflicts and adherence to ownership/hedging policies further support governance quality. The controlled-company context and board tenure mix are broader governance considerations rather than Dixon-specific issues.