My contribution to a board
My usefulness to a board would come from three kinds of experience that rarely sit in one person.
The first is capital allocation in businesses where the asset is built years before it earns. I have financed networks for a family telephone company, an infrastructure fund and a sponsor-owned cable operator, and I know how a construction budget drifts, how a take-up curve flatters itself and how a release test can stop a programme before its overruns become a covenant problem. Utilities, hospitals and transport operators face the same questions with different assets.
The second is the accounting judgement that capital-heavy businesses depend on: capitalised labour, useful lives, impairment of licences and equipment, and the treatment of public grants. I have prepared these judgements for an audit committee as controller and defended them as CFO, and I would expect to meet the SEC's definition of an audit committee financial expert, although that determination is the board's. The NYSE and Nasdaq listing standards require audit committee members to be independent and financially literate, and the NYSE also expects at least one to have accounting or related financial management expertise. I would meet those expectations, and I would be ready to chair the committee after a year as a member.
The third is a habit of defining metrics before debating them. Many companies now publish operating measures that move their valuation more than their earnings do. I would ask, early and politely, how each one is defined, who reconciles it and to what. I have restated my own company's figures in the face of my chief executive's objection and my own reduced award, so I know the question is uncomfortable and why it is worth asking.
Judgement in practice
01An impairment recognised in the quarter the evidence arrived
In December 2008, three months after I joined Merrimont, advertising in our markets, excluding political spending, had fallen by more than a fifth and station transaction values had collapsed. Our chief executive wanted to wait for first-quarter data before testing our broadcast licences, arguing that the market would recover and that a write-down would alarm lenders. I prepared the test using the direct valuation method our auditors expected, and it showed that the licences and part of our goodwill no longer supported their carrying values. I recommended a $212 million impairment in the fourth quarter, and the CFO took that recommendation to the audit committee with my analysis attached. The committee accepted it. Our lenders were not alarmed, because the charge was non-cash and the evidence was already public. The lesson I would bring to a board is that a judgement deferred in hope usually reappears later at a worse moment.
02Three grant areas handed back before construction
In 2023, after Ridgeburn was awarded eleven state grant project areas, our engineers found that three of them, covering 9,400 locations, would cost $14,800 a location to build rather than the roughly $7,000 assumed in our application. The grants were fixed, so the overrun would have been ours, about $98 million of our own money for areas where we expected fewer than a third of households to buy service. Our chief executive and head of government affairs worried about our standing with the state broadband office. I recommended handing the three areas back with our engineering data and keeping the other eight. The board agreed, and we told the state within weeks, before any construction. On a board I would ask the same thing of any subsidised project: what the engineered cost is, who bears an overrun, and what the plan is if the answer changes.
03A decommissioning notice placed in the first data room
During Stavely's 2020 sale, a national mobile carrier gave notice that, after its own merger, it would decommission 180 tower sites we served, removing about $6.4 million of annual revenue over two years. Our sale advisers suggested disclosing it after first-round bids, when buyers would be more committed. I insisted it go into the first data room with our estimate of the effect, and the board supported me. Indicated bids fell by about $90 million. The company sold for $1.41 billion in January 2021 with no price renegotiation after confirmatory diligence, which the advisers had told us to expect if the notice emerged late. As a director I would test whether management discloses known adverse facts early, because a late disclosure costs more than the fact itself.
My first year on a board
Before my first meeting I would ask for three documents: the last two years of audit committee minutes and papers, the auditors' most recent communications to the committee, and management's list of the five estimates that move results most. From those I would write myself a one-page note of what I did not understand and take it to the chief financial officer and the audit partner in separate conversations.
In the first two quarters I would visit one operating site where capital is being spent, preferably with the person accountable for the budget, and I would learn how the company defines any operating metric it publishes alongside its earnings. I would ask questions in the committee but hold back from proposing changes until I had seen a full annual cycle, including the year-end audit.
At the first anniversary I would ask the committee chair and the board chair two direct questions: whether my questions improved the committee's decisions or only lengthened its meetings, and whether they would want me to chair the committee later. I would accept either answer.
Conflicts and their management
My conflicts fall into three groups, and I would deal with each before any appointment.
Commercial: I would not join the board of a broadband, cable, wireless or fibre company, a supplier of network equipment or construction services to Ridgeburn, a programmer or broadcaster we pay, or an electric cooperative or utility that owns poles we attach to. Financial: I would decline any company in which a Granmoor fund invests, and any company that borrows from the lenders in Ridgeburn's unitranche club, because my incentive units and my working relationships run through them. Time: if Granmoor began a sale process for Ridgeburn, my executive workload would rise sharply for six to nine months, and I would tell the board I had joined at once and agree how to protect my attendance.
After appointment, any new relationship would be disclosed in writing to the board chair and the general counsel. I would leave the room for the discussion, and resign if the relationship looked permanent rather than incidental.
My independence statement
Ridgeburn employs me full time, and I hold units in its management incentive plan whose value depends on Granmoor's eventual sale of the company. My financial interests are therefore tied to one owner, one lender group and one industry. I would accept a seat only where none of them has a relationship with the company, and I would set out every interest in writing before the board considered me. Whether I am independent under the listing standards of the relevant exchange, and under the board's own tests, is the board's determination to make; my part is to make sure it has everything it needs to make it, and to update that list as my circumstances change.
Board and committee exposure
Presented to the Board or a committee
Ridgeburn Communications, LLC
Board of managers: budgets, the fibre programme, the 2024 refinancing and grant decisions
March 2021–present
Presents management's financial recommendations at every board meeting; not a manager of the company and holds no vote.
Presented to the Board or a committee
Ridgeburn Communications, LLC
Audit committee: quarterly results, lender reporting, capitalisation, useful lives and impairment judgements
March 2021–present
Attends every meeting as CFO and presents the accounting judgements; the committee meets the external auditors and internal audit privately without me.
Presented to the Board or a committee
Stavely Networks
Board of directors: financing, annual budgets and the 2020 sale process
January 2018–January 2021
Presented as CFO to a five-member board controlled by the infrastructure fund; not a director.
Reported to a committee
Merrimont Broadcasting Group
Audit committee: quarterly close, impairment testing and internal control over financial reporting
2011–2014
Reported each quarter as corporate controller, alongside the CFO, on the close, control deficiencies and impairment assumptions.
Served as a director
Ashby Creek Community Foundation
Board of directors; chair of the finance committee
2019–present
Votes as a director of a community foundation with about $48 million of endowed funds, chairs its finance committee and oversees its annual audit and investment policy.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian register for people seeking independent directorships under India's Companies Act. It does not apply in the United States, where I live and work, so I have not registered and do not plan to unless an Indian company were to consider me. My status is therefore recorded as not yet registered, which simply reflects that the register is outside my market.
- Every Ridgeburn board and audit committee meeting since March 2021, presenting the accounting judgements and lender reporting
- Quarterly reports to Merrimont's audit committee as corporate controller from 2011 to 2014
- Director and finance committee chair of Ashby Creek Community Foundation since 2019, including oversight of its annual audit
- Study in 2025 of NYSE and Nasdaq audit committee requirements and the SEC's audit committee financial expert disclosure, with Ridgeburn's outside counsel
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Audit committee, after a first year as a member · Finance or capital allocation committee |
|---|
| Ready to join | Audit committee · Finance or capital allocation committee · Risk committee |
|---|
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 1
- Sectors
- Electric and water utilities outside Ridgeburn's service area · Rural and regional healthcare systems · Transport and logistics infrastructure · Community and regional banking
- Company type
- A US-listed small or mid-cap company, or a sponsor-backed company preparing to list, with heavy capital spending, public funding or regulated revenue, and no commercial relationship with Ridgeburn, Granmoor or our lenders
- Company stage
- A company in a capital-investment cycle or approaching a refinancing, where the audit committee must test long-lived asset judgements and debt capacity
The seat I am pursuing
I am pursuing one independent directorship, ideally at a US-listed company with revenue between $500 million and $3 billion, or a sponsor-backed company preparing to list. The businesses I understand best outside my own are those that build long-lived assets with borrowed money and partly public funding: electric and water utilities beyond our footprint, rural healthcare systems that are investing in facilities, transport infrastructure and regional banks that lend to such businesses.
I would join the audit committee first and, if the board wished, chair it after a year. I would also be useful on a finance or capital allocation committee that reviews major projects before the full board approves them. I would take only one outside seat while I remain an executive; many companies, and Ridgeburn's owner, expect that limit, and I agree with it. I am not looking for a seat that rewards my industry knowledge, because the companies where that knowledge is most relevant are the ones where my conflicts are greatest.