Napoleon B. Rutledge, Jr.
TELEPHONE & DATA SYSTEMS INC /DE/About Napoleon B. Rutledge, Jr.
Independent director at Telephone and Data Systems, Inc. (TDS), age 52, appointed in December 2024; currently Senior Vice President and Chief Accounting Officer at McKesson Corporation. He is a Certified Public Accountant with a B.S. in accounting from Morehouse College, and brings over two decades of finance and accounting leadership spanning risk management, internal audit, SEC reporting, treasury, M&A integration, and portfolio optimization; he also serves on private non-profit boards including the McKesson Foundation and Tull Charitable Foundation . His addition reflects TDS’ board refresh efforts to address tenure concerns and enhance financial expertise on the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genuine Parts Company | Senior Vice President of Finance and Chief Accounting Officer (and prior finance roles with increasing responsibility) | 1999–2022 | Led finance, accounting and controls across a global service organization in automotive and industrial parts |
| Ernst & Young LLP | Auditor | 1995–1999 | Foundation in audit, internal controls and financial reporting |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| McKesson Corporation | Senior Vice President & Chief Accounting Officer | Current | Global healthcare company; Rutledge oversees corporate accounting and reporting |
| McKesson Foundation | Director (non-profit) | Current | Private non-profit board service |
| Tull Charitable Foundation | Director (non-profit) | Current | Private non-profit board service |
| Public Company Boards | N/A | None | No other current or prior public company directorships disclosed |
Board Governance
- Independence: TDS Board affirmatively determined Rutledge is independent under NYSE listing standards; TDS has 6 of 12 independent directors .
- Committee assignments: Member of the Audit Committee; designated “Audit Committee Financial Expert” as defined by the SEC .
- Audit Committee activity: Audit Committee held 10 meetings in fiscal 2024; Rutledge joined the committee in 2024 as a financial expert .
- Board engagement: The Board held 23 meetings in 2024 (7 regular, 16 special); each director attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director: Christopher D. O’Leary appointed in February 2025; presides over executive sessions of independent directors and shares agenda-setting responsibilities .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned in 2024 | 13,759 | Partial year due to election on December 1, 2024 |
| 2024 director stock award | — | Not received for 2024 given December appointment; annual stock awards were issued May 22, 2024 to non-employee directors |
| Total 2024 director compensation | 13,759 | Cash fees only for 2024 |
Director compensation structure (standard plan):
| Compensation Element | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | 90,000 | Paid quarterly |
| Lead Independent Director retainer | 25,000 | Additional cash retainer |
| Annual equity retainer | 120,000 | Paid in TDS common shares at the Annual Meeting price |
| Meeting fees (Board/Committees) | 1,750 per meeting | Audit, CHRC, CGNC |
| Committee retainers (Audit) | 22,000 Chair; 11,000 member | Annual |
| Committee retainers (CHRC) | 20,000 Chair; 10,000 member | Annual |
| Committee retainers (CGNC) | 10,000 Chair; 5,000 member | Annual |
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is a fixed annual equity retainer in common shares, not performance-conditioned |
| 2024 director equity grant to Rutledge | Not granted (joined December 2024 after annual grant date) |
Directors at TDS do not receive performance-based equity or cash incentives; compensation is comprised of fixed cash retainers, meeting and committee fees, plus a fixed-value annual equity retainer .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None |
| Committee interlocks | Serves on TDS Audit Committee; no disclosure of interlocks that raise Item 404 concerns |
| Related-party transactions | No related-party transactions disclosed involving Rutledge; related-party items disclosed pertain to Sidley Austin LLP and Carlson family employment/compensation |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep finance, accounting, risk management and internal audit experience .
- CPA; Bachelor of Science in accounting from Morehouse College .
- Skills matrix highlights financial/risk expertise; global perspective noted among independent director skills .
- Prior leadership in SEC reporting, treasury, M&A integration and shared services; adds fresh perspective per Board refresh narrative .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Shares) | — | No TDS common shares beneficially owned as of March 3, 2025 |
| Ownership as % of shares outstanding | — | Less than 1%; none held |
| Pledged shares | None | TDS policy prohibits pledging and hedging by directors and officers |
| Director stock ownership guideline | $270,000 | Required within three years of becoming director (≥3× $90,000 cash retainer) |
| Compliance status | In progress | New director with zero holdings; three-year window to meet guideline |
Governance Assessment
- Positives: Independent status; appointment as Audit Committee Financial Expert bolsters oversight of financial reporting and controls; no related-party transactions disclosed involving Rutledge; addition aligns with board refresh and shareholder feedback on tenure mix .
- Watch items: No current share ownership—alignment should improve as equity retainer begins and guideline is met within three years; TDS’s controlled company structure (Voting Trust ~56.7% voting power for matters other than director elections) can limit independent influence at the Board level, increasing importance of robust committee oversight .
- Broader governance signals: 2024 Say‑on‑Pay support of ~77% suggests some shareholder concerns on pay practices; underscores need for continued engagement and performance-linked rigor (for executives) .
Board Governance (Attendance and Engagement)
| Item | Detail |
|---|---|
| Board meetings in 2024 | 23 (7 regular, 16 special) |
| Audit Committee meetings in 2024 | 10 |
| Director attendance policy | All directors attended ≥75% of Board and applicable committee meetings in 2024 |
| Annual meeting attendance | All directors present or online at 2024 Annual Meeting; directors encouraged to attend |
| Executive sessions | Non-management directors meet regularly; independent directors meet at least annually; led by Lead Independent Director |
RED FLAGS
- None specific to Rutledge disclosed: no related-party transactions, no hedging/pledging, and independence affirmed .
- Structural risk: Controlled company status and family relationships on the Board require strong independent oversight; Rutledge’s audit expertise is additive to mitigation .
Notes on Compensation Committee Analytics
- CHRC is fully independent and uses independent compensation consultant; director compensation decisions are made by the full Board, not CHRC .
- Say‑on‑Pay outcomes and pay-versus-performance disclosures provide context for overall governance sentiment rather than director pay (Rutledge is not an NEO) .
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