Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 3, 2019, the Board of Directors (the "Board") of Frontier
Communications Corporation (the "Company") appointed Bernard L. Han as President
and Chief Executive Officer of the Company and as a member of the Board,
effective immediately. Mr. Han succeeds Daniel J. McCarthy, who stepped down as
President and Chief Executive Officer and from his position on the Board as of
such date.
Mr. Han, age 55, was retained by the Finance Committee of the Board as an
advisor beginning October 16, 2019, and has been actively supporting efforts to
strengthen the Company's financial position since that time. Mr. Han previously
served as Executive Vice President of Strategic Planning at Dish Network Corp.,
a broadcast satellite service provider, a role he held from December 2015. Prior
to that, Mr. Han served as the Chief Operating Officer of Dish Network Corp.
from April 2009 to December 2015 and as the Chief Financial Officer of EchoStar
Corporation, a global satellite services provider, from September 2006 to April
2009. From 2002 to 2005, Mr. Han served as the Chief Financial Officer and
Executive Vice President of Northwest Airlines Corp. From 1996 to 2002, Mr. Han
held several executive positions at America West Airlines, Inc., including
Executive Vice President and Chief Financial Officer and Senior Vice President
of Marketing and Planning. From 1988 to 1995, Mr. Han held various finance and
marketing positions at Northwest Airlines Corp. and American Airlines. Mr. Han
is a member of the Board of Directors and Audit Committee of Frontier Airlines
and previously served on the Board of Directors of ON Semiconductor Corporation.
Mr. Han holds a B.S., M.S. and M.B.A. from Cornell University.
In connection with Mr. Han's appointment as President and Chief Executive
Officer, Mr. Han and the Company entered into an Employment Agreement, dated
December 3, 2019, which provides for an initial three-year term of employment,
with automatic renewal for one-year periods thereafter unless terminated by
either party. Pursuant to the Employment Agreement, Mr. Han will be eligible for
an annual base salary of $1.3 million, an aggregate annual short- and long-term
incentive compensation opportunity of $6.7 million at target performance, and
temporary housing and reimbursement of travel-related expenses until May 13,
2020. Mr. Han will also receive a cash retention bonus of $2 million upon
execution of the Employment Agreement, which amount must be repaid on an
after-tax basis if Mr. Han is terminated for cause or resigns without good
reason, in each case, prior to December 3, 2020. Under the Employment Agreement,
if Mr. Han is terminated without cause or resigns for good reason or if the
Company elects not to renew the term of the agreement, he will, subject to his
execution and non-revocation of a general release of claims in favor of the
Company, receive (a) cash severance equal to one times his base salary (two
times the sum of his base salary and target annual bonus, if such termination
occurs during the six-month period prior to or one-year period following a
change in control), (b) a pro rata portion of his outstanding incentive
compensation awards (based on actual performance), and (c) continued health
coverage for 12 months following his termination of employment (18 months if
such termination occurs within the six-month period prior to or one-year period
following a change in control). Mr. Han is also subject to customary restrictive
covenants under the Employment Agreement, including one-year post-termination
restrictions on competing with or soliciting employees of the Company. The
foregoing description of the Employment Agreement is qualified by the full terms
of the agreement, which is filed herewith as Exhibit 10.1 and incorporated by
reference herein.
On December 3, 2019, the Company and Mr. McCarthy entered into a Release
Agreement, pursuant to which Mr. McCarthy will generally receive separation
payments and benefits consistent with those payable upon a qualifying
termination of employment under the Severance Agreement, dated August 2, 2019,
by and between the Company and Mr. McCarthy (which is filed as Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 7, 2019), except that he will be entitled to 18
months of continued health coverage following his separation from service. In
addition, under the Release Agreement, Mr. McCarthy will also receive a payment
of $807,300 in respect of his bonus for the fourth quarter of 2019 (determined
based on actual performance). The foregoing description of the Release Agreement
is qualified by the full terms of the agreement, which is filed herewith as
Exhibit 10.2 and incorporated by reference herein.
On December 3, 2019, the Company issued a press release regarding the foregoing.
The press release is furnished herewith as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Employment Agreement with Bernard L. Han, dated December 3, 2019
10.2 Release Agreement with Daniel J. McCarthy, dated December 3, 2019
99.1 Press Release
104 Cover Page Interactive Data File (included within the Inline XBRL document).
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