Delaware |
06-0619596 | |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
| |
401 MERRITT 7 | ||
NORWALK, Connecticut
|
06851 | |
(Address of principal executive offices)
|
(Zip Code)
|
Item 10. |
Directors, Officers, and Corporate Governance
|
Name |
Age |
Director Since |
Board Committees |
Kevin L. Beebe
|
61
|
June 2019
|
Audit; Compensation; Finance
|
Peter C.B. Bynoe
|
70
|
October 2007
|
Nominating and Corporate Governance (Chair), Compensation
|
Diana S. Ferguson
|
57
|
October 2014
|
Compensation (Chair); Nominating and Corporate Governance
|
Edward Fraioli
|
74
|
July 2010
|
Audit (Chair); Nominating and Corporate Governance
|
Paul M. Keglevic
|
67
|
June 2019
|
Audit; Finance
|
Mohsin Y. Meghji
|
56
|
June 2019
|
Audit; Finance
|
Pamela D.A. Reeve
|
71
|
July 2010
|
Chairman of the Board
|
Robert A. Schriesheim
|
59
|
December 2018
|
Finance (Chair): Audit
|
Item 11. |
Executive Compensation
|
Bernard L. Han
|
President and Chief Executive Officer
| ||
Sheldon L. Bruha
|
Executive Vice President, Chief Financial Officer
| ||
Mark D. Nielsen
|
Executive Vice President, Chief Legal Officer & Chief Transaction Officer
| ||
Kenneth W. Arndt
|
Executive Vice President, Chief Operations Officer
| ||
Steve Gable
|
Executive Vice President, Chief Technology Officer
| ||
John Maduri(1) |
Former Executive Vice President, Chief Customer Officer
|
(1)
|
Mr. Maduri separated from the Company on September 4, 2020.
|
What We Do
| |
✔
|
Employ a pay-for-performance executive compensation program whereby a significant portion of NEO compensation is at risk.
|
✔
|
Use multipliers to reward above-target performance and reduce incentive plan payouts for below-target performance.
|
✔
|
Historically required our executives to own Frontier stock equal to a multiple of base salary along with other holding requirements. For our CEO, this multiple was five times base salary.
|
✔
|
Use double-trigger change-in-control severance arrangements.
|
✔
|
Have a recoupment, or 'clawback,' policy to recover both cash and equity compensation from executives, including in the case of misconduct that results in a restatement of our financial statements.
|
✔
|
Regularly analyze risks related to our compensation program and conduct a broad risk assessment annually.
|
✔
|
Engage an independent compensation consultant to provide advice to our Compensation Committee.
|
What We Don't Do
| |
û
|
Permit our executives to hedge or pledge Frontier stock.
|
û
|
Reward our executives with perquisites or tenure-based benefits, such as retiree medical benefits, in the ordinary course.
|
û
|
Pay dividends on unearned performance shares.
|
û
|
Make tax 'gross-ups' for severance payments.
|
Maintain clear alignment between the interests of our executives and those of our stakeholders by rewarding performance measured by key financial metrics and strategic objectives.
Reinforce our performance culture for our NEOs by making a significant portion of their compensation at risk, i.e., contingent upon relative, specified company performance.
Hire and retain talented executives by having a compensation program that is competitive in relation to comparable companies based on size, overall complexity and the nature of our business.
Ensure company goals are fully aligned throughout the organization. Each year, we establish company-wide goals that align with Frontier's business plan for the year. Our NEOs are compensated to the extent they are successful in leading Frontier to achieve these goals for each year.
|
• |
our quarterly short-term performance goals;
|
• |
our targets as a percent of salary for each NEO;
|
• |
combining our annual incentive and our performance-based long-term incentive programs ('combined AIP');
|
• |
quarterly combined AIP payouts subject to deferral and a recaptureprovision such that if the NEO voluntarily resigns or is terminated for cause prior to emergence, the after-tax value of the award must be repaid to the Company and any deferred amounts would be forfeited, and;
|
• |
deferral of 1/3 of the combined AIP until after emergence from bankruptcy subject to certain restrictions.
|
Component
|
Purpose
|
Performance Measures
| ||
Base Salary (Fixed)
| •Attract and retain executives |
•Job scope and experience
•Market pay (we target the median of market using peer group and survey data) | ||
Quarterly Cash Bonus - Combined AIP
(At Risk)
| •Attract and retain executives
•Incentivize and reward executives for achievement of and create alignment with pre-established, measurable quarterly performance goals
•Recapture in accordance with plan rules | •Company Performance Metrics
•Financial targets (Revenue, Adjusted EBITDA)
•Net Broad Band Additions | ||
Prepaid Retention
(Retention)
| •Attract and retain executives
•Recapture in accordance with plan rules |
•N/A |
2020 Peer Group
| |||
•
|
ADP, LLC
|
•
|
Rogers Communications Inc.
|
•
|
BCE Inc
|
•
|
Shaw Communications, Inc.
|
•
|
Booking Holdings Inc.
|
•
|
Sirius XM Holdings Inc.
|
•
|
CenturyLink, Inc.
|
•
|
Telephone & Data Systems
|
•
|
DISH Network Corporation
|
•
|
TELUS Corporation
|
•
|
Juniper Networks, Inc
|
•
|
Thomson Reuters Corporation
|
•
|
News Corp.
|
•
|
United States Cellular Corporation
|
NEO
|
Salary
| |
Bernard L. Han
|
$
|
1,300,000
|
Sheldon L. Bruha
|
$
|
550,000
|
Mark D. Nielsen
|
$
|
900,000
|
Kenneth W. Arndt
|
$
|
600,000
|
Steve Gable
|
$
|
550,000
|
John Maduri*
|
$
|
625,000
|
*Mr. Maduri left the Company on September 4, 2020
|
Weighted Company Performance Goals
|
Weighting
|
Adjusted EBITDA Target
|
60.0%
|
Revenue Target
|
25.0%
|
Net Broadband Adds
|
15.0%
|
Total
|
100.0%
|
($ in millions)
|
Q1 Target
|
Q2 Target
|
Q3 Target
|
Q4 Target
|
Annual
Target
|
Annual Actual
| |||||||||||
Revenue
|
$
|
1,980.6
|
$
|
1,861.0
|
$
|
1,785.9
|
$
|
1,752.5
|
$
|
7,380.0
|
$
|
7,155.5
| |||||
Adjusted EBITDA
|
$
|
828.8
|
$
|
784.4
|
$
|
725.6
|
$
|
709.1
|
$
|
3,048.0
|
$
|
2,897.8
| |||||
Net Broadband Adds
|
(18,186
| ) |
(34,470
| ) |
(45,082
| ) |
(37,266
|
) |
(135,003
|
) |
(92,501)
| ||||||
Overall Performance
|
89.9
|
%
|
102.2
|
%
|
104.4
|
%
|
101.6
|
%
| |||||||||
Payout Percent
|
77.2
|
%
|
112.8
|
%*
|
98.6
|
%**
|
100.1
|
%
|
* |
Includes a 'catch-up' adjustment of 17.9%.
|
** |
Includes a 'catch-up' adjustment of 1.6%
|
Combined AIP Payouts*
|
Q1**
|
Q2
|
Q3
|
Q4
|
Total
|
2020 Target
|
Payout as a
% of Target
| |||||||||||||
Bernard L. Han
|
$
|
780,685
|
$
|
1,140,690
|
$
|
997,093
|
$
|
1,012,261
|
$
|
3,930,729
|
$
|
4,045,000
|
97.2
| |||||||
Sheldon L. Bruha
|
$
|
218,788
|
$
|
324,300
|
$
|
283,475
|
$
|
287,788
|
$
|
1,114,350
|
$
|
1,150,000
|
96.9
| |||||||
Mark D. Nielsen
|
$
|
266,350
|
$
|
394,800
|
$
|
345,100
|
$
|
350,350
|
$
|
1,356,600
|
$
|
1,400,000
|
96.9
| |||||||
Kenneth W. Arndt
|
$
|
251,130
|
$
|
372,240
|
$
|
325,380
|
$
|
330,330
|
$
|
1,279,080
|
$
|
1,320,000
|
96.9
| |||||||
Steve Gable
|
$
|
241,618
|
$
|
358,140
|
$
|
313,055
|
$
|
317,818
|
$
|
1,230,630
|
$
|
1,270,000
|
96.9
| |||||||
John Maduri
|
$
|
290,131
|
$
|
430,050
|
$720,181
|
$762,500
|
94.5
|
* |
1/3 of each award shown above was deferred to emergence.
|
** |
For each of our NEOs except Bernie Han, this payout reflects a reduction to the award of 1.4% due to a modification to our fourth quarter 2019 results made after that award was paid.
|
Name
|
Prepaid Retention Award
| ||
Bernie L. Han
|
$
|
2,655,000
| |
Sheldon Bruha
|
$
|
900,000
| |
Mark D. Nielsen
|
$
|
1,250,000
| |
Kenneth W. Arndt
|
$
|
1,080,000
| |
Steve Gable
|
$
|
1,080,000
| |
John Maduri
|
$
|
1,400,000
|
Submitted by:
| |
Dianna S. Ferguson, Chair
| |
Kevin L. Beebe
| |
Peter C.B. Bynoe
|
Name and Principal
Position
|
Year
|
Salary
|
Bonus(1) |
Stock
Awards(2) |
Non-Equity
Incentive Plan
Compensation(3) |
All Other
Compensation(4) |
Total
|
Bernard L. Han (5) (7) |
2020
|
$1,300,000
|
$2,655,000
|
-
|
$3,930,729
|
$26,604
|
$7,912,333
|
President & CEO
|
2019
|
$102,917
|
$2,000,000
|
-
|
-
|
$342,447
|
$2,445,364
|
Sheldon L. Bruha (6) (7) |
2020
|
$550,000
|
$900,000
|
-
|
$1,114,350
|
$8,559
|
$2,572,910
|
EVP, CFO
|
2019
|
$526,001
|
$720,000
|
$198,000
|
$807,640
|
$8,626
|
$2,260,267
|
2018
|
$341,818
|
-
|
$102,003
|
$226,807
|
$8,605
|
$679,233
| |
Mark D. Nielsen (7) |
2020
|
$900,000
|
$1,250,000
|
-
|
$1,356,600
|
$6,852
|
$3,513,452
|
EVP, Chief Legal Officer & Chief Transaction Officer
|
2019
|
$745,000
|
$1,250,000
|
$3,827
|
$1,161,430
|
$6,875
|
$3,167,132
|
Kenneth W. Arndt
|
2020
|
$600,000
|
$1,080,000
|
-
|
$1,279,080
|
$12,748
|
$2,971,828
|
EVP, Chief Operations Officer
|
2019
|
$600,000
|
$1,080,000
|
$5,624
|
$1,641,384
|
$12,786
|
$3,339,794
|
2018
|
$553,125
|
-
|
$878,663
|
$782,878
|
$5,980
|
$2,220,646
| |
Steve Gable
|
2020
|
$550,000
|
$1,080,000
|
-
|
$1,230,630
|
$8,550
|
$2,869,180
|
EVP, Chief Technology Officer
|
2019
|
$543,750
|
$1,080,000
|
$7,178
|
$1,714,378
|
$14,124
|
$3,359,429
|
2018
|
$496,250
|
-
|
$1,390,446
|
$486,725
|
$12,055
|
$2,385,476
| |
John Maduri (8) |
2020
|
$426,136
|
$1,400,000
|
-
|
$720,181
|
$726,180
|
$3,272,498
|
Former EVP, Chief Customer Officer
|
2019
|
$625,000
|
$1,400,000
|
$27,047
|
$1,369,831
|
$125,087
|
$3,546,965
|
2018
|
$610,417
|
-
|
$2,070,757
|
$910,284
|
$65,111
|
$3,656,569
|
(1) |
Amounts in this column represent cash retention awards made in lieu of new restricted stock awards in 2020 and 2019. Mr. Bruha's 2019 award consists of $500,000 in a cash retention award as well as $170,000 in restricted cash which vests over three years; the second and third tranches of the $170,000 restricted cash award are to be paid after emergence from Chapter 11.
|
(2) |
The stock awards referred to in this column consist of grants of restricted shares and grants of performance units under the 2013 and 2017 Equity Incentive Plans. The amounts shown in this column represent the grant date fair value, pursuant to Financial Accounting Standards Board ASC Topic 718, of the stock awards granted in the applicable year or, with respect to multi-year performance share awards where performance conditions are set at the beginning of each year, the fair value of the shares subject to the performance conditions during a multi-year vesting period constitutes a separate 'grant date.' For 2019, the grant date fair value for the performance unit awards granted in 2018 is calculated using only the second tranche of the grant for the 2018-2020 Measurement Period, as the grant date fair value for the first tranche was reported the previous year and the performance conditions for the third tranche were not set in 2019. With respect to the grant for the 2017-2019 Measurement Period, the grant date fair value is calculated using the third trance, as the grant date fair values for the first two tranches were reported in prior years. Further, in calculating the grant date fair value of such performance shares in the table, the target number of shares was used. Frontier uses Monte Carlo simulations to value performance share awards. The value of the 2019 disclosed performance shares at $0.89 per share assuming the highest level of operating cash flow and TSR performance will be achieved (using the methodology described above). For a discussion of valuation assumptions, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. For additional details regarding the stock awards, see the Grants of Plan-Based Awards table below and the accompanying narrative.
|
(3) |
The amounts shown in this column represent cash awards made under the Combined AIP for 2020 and 2019 were paid as follows: 25% of annual target paid quarterly based on quarterly results. Awards are typically paid shortly after applicable quarter. The performance cash awards referred to in this column consist of grants of performance cash under the 2017 Equity Incentive Plan. The amounts shown in this column represent the grant date fair value, pursuant to Financial Accounting Standards Board ASC Topic 718, of the stock awards granted in the applicable year or, with respect to multi-year performance cash awards where performance conditions are set at the beginning of each year, the fair value of the units subject to the performance conditions during a multi-year vesting period constitutes a separate 'grant date.' As a result, the grant date fair value for the performance cash awards granted in 2018 is calculated using only the second tranche of the grant for the 2018-2020 Measurement Period, as the grant date fair value for the first tranche was reported last year and the performance conditions for the third tranche were not set in 2019. Further, in calculating the grant date fair value of such performance cash awards in the table, the target number of units was used. Frontier uses Monte Carlo simulations to value performance cash awards. For a discussion of valuation assumptions, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20120. For additional details regarding the performance cash awards, see the Grants of Plan-Based Awards table below and the accompanying narrative.
|
(4) |
The All Other Compensation column includes premiums for life insurance coverage paid for by Frontier, a 401(k) match and change in actuarial value of the frozen pension. Other than as set forth below, all perquisites and personal benefits are below the threshold for disclosure in this column:
|
• |
Amounts shown for Mr. Han include in 2020 $26,604 in corporate relocation expenses; in 2019 it includes consultant fees of $320,155 for services provided from October 16, 2019 through December 2, 2019 plus $22,292 in relocation expenses.
|
• |
Amounts shown for Mr. Bruha consist of matching contributions.
|
• |
Amount shown for Mr. Nielsen consists of matching contributions.
|
• |
Amounts shown for Mr. Arndt include $6,748, $6,755 and $0 for the change in the actuarial value of his frozen pension in 2020, 2019, and 2018 and matching contributions.
|
• |
Amount shown for Mr. Maduri includes payment of $125,000 and $65,111 in 2019 and 2018 for relocation assistance, which includes household goods transfer and temporary housing, as an inducement to accept employment with Frontier.
|
(5) |
Mr. Han will step down as President and CEO on March 4, 2021 but will remain an employee as well as a member of the Board until our emergence
|
(6) |
Mr. Bruha assumed the role of EVP, Chief Financial Officer on June 3, 2019 after holding the role of Interim Chief Financial Officer since September 1, 2018. Mr. Bruha's Salary includes a monthly salary stipend of $15,000 while he was the Interim Chief Financial Officer in 2018 and 2019.
|
(7) |
Information for Messrs. Han and Nielsen is not provided for 2018 because they were not NEOs for that year.
|
(8) |
Mr. Maduri separated from service as of September 4, 2020.
|
Name
|
Grant Date
|
Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
Grant
Date
Fair
Value
of
Stock
Awards
($)
| ||||||
Threshold | Target |
Maximum
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
| ||||
($) |
($)
|
($)
|
(#)
|
(#)
|
(#)
|
($)
|
($)
|
($)
| ||||
Bernard L. Han
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$2,831,500
|
$4,045,000
|
$5,258,500
| ||||||||
Sheldon L. Bruha
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$805,000
|
$1,150,000
|
$1,495,000
| ||||||||
Mark D. Nielsen
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$980,000
|
$1,400,000
|
$1,820,000
| ||||||||
Kenneth W. Arndt
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$924,000
|
$1,320,000
|
$1,716,000
| ||||||||
Steve Gable
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$889,000
|
$1,270,000
|
$1,651,000
| ||||||||
John Maduri
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$533,750
|
$762,500
|
$991,250
|
(1) |
Reflects the target payout amounts of non-equity incentive plan awards payable for service in 2020 as approved by the Compensation Committee and the Bankruptcy Court. See the 'non-Equity Incentive Plan Compensation' column of the Summary Compensation Table for Fiscal Year 2020 for the non-equity incentive plan awards earned by our NEOs in 2020.
|
Name
|
Stock Awards
| ||||
Date of Grant
|
Number of Shares
of Stock or Units
That Have Not
Vested (1) (#)
|
Market Value of
Shares of Stock or
Units That Have
Not Vested (2) ($)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares
That Have Not
Vested (#)
|
Equity Incentive Plan
Awards: Market Value
of Unearned Shares
That Have Not Vested
($)
| |
Bernard L. Han
|
0
|
$0
|
0
|
$0
| |
Sheldon L. Bruha
|
2/13/2019
|
113,333
|
$113,333
|
0
|
$0
|
6/6/2019
|
66,667
|
$7,333
|
0
|
$0
| |
Mark D. Nielsen
|
0
|
$0
|
0
|
$0
| |
Kenneth W. Arndt
|
0
|
$0
|
0
|
$0
| |
Steve Gable
|
0
|
$0
|
0
|
$0
|
(1) |
The amounts shown in this column represent restricted shares held by the NEOs as of December 31, 2020. These typically vest on each of the anniversary of the grant date over three years.
|
(2) |
The market value of shares of common stock reflected in the table is based upon the closing price of the common stock on December 31, 2020, which was $0.11 per share.
|
Name
|
Stock Awards
| |
Number of Shares
Acquired on Vesting (#) (1) |
Value Realized on Vesting ($) (2) | |
Bernard L. Han
|
0
|
$0
|
Sheldon L. Bruha
|
4,131
|
$2,360
|
Mark D. Nielsen
|
34,749
|
$19,890
|
Kenneth W. Arndt
|
40,923
|
$23,433
|
Steve Gable
|
49,208
|
$28,160
|
John Maduri
|
48,603
|
$27,767
|
(1) |
The RSA awards that vested in 2020 reflect the vesting on the anniversary of the grant date of (a) the third 33% installment of the RSAs awarded to the NEOs on February 16, 2017 (other than Messrs. Han, Bruha, and Maduri), and (b) the second 33% installment of the RSAs granted to the NEOs on February 14, 2018 (other than Mr. Han).
|
(2) |
The value realized from the vesting of the RSA awards was calculated based on the average of the high and low sale price for awards granted under the 2013 Equity Incentive Plan, or closing sale price for awards granted under the 2017 Equity Incentive Plan, of Common Stock on the NYSE Composite Tape on the applicable vesting date or, if the vesting date occurred on a non-trading day, the last trading day preceding the applicable vesting date.
|
Name
|
Plan Name
|
Number of Years
Credited Service
(#)
|
Present
Value of
Accumulated
Benefit (S)
|
Payments
During
Last Fiscal Year
($)
|
Bernard L. Han
|
-
|
-
|
-
|
-
|
Sheldon L. Bruha
|
-
|
-
|
-
|
-
|
Mark D. Nielsen
|
-
|
-
|
-
|
-
|
Kenneth W. Arndt
|
Frontier Pension Plan
|
6 years, 2 months
|
$41,549
|
-
|
Steve Gable
|
-
|
-
|
-
|
-
|
John Maduri
|
-
|
-
|
-
|
-
|
Name
|
Total Director Compensation Paid in Cash ($) | |
Kevin L. Beebe
|
$600,000
| |
Peter C.B. Bynoe
|
$230,000
| |
Diana S. Ferguson
|
$235,000
| |
Edward Fraioli*
|
$240,000
| |
Paul M. Keglevic
|
$600,000
| |
Mohsin Y. Meghji
|
$600,000
| |
Pamela D.A. Reeve
|
$390,000
| |
Robert A. Schriesheim
|
$1,680,000
|
Item12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
(a)
|
(b)
|
(c)
| |||||||
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights(1) |
Weighted-average exercise
price of outstanding options,
warrants and rights(2) |
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
| ||||||
Equity compensation plans approved by security holders
|
339,544
|
n/a
|
3,631,996
| ||||||
Equity compensation plans not approved by security holders
| |||||||||
Total
|
339,544
|
n/a
|
3,631,996
|
(1) |
Reflects the number of outstanding performance shares (assuming achievement of target performance), phantom units and options.
|
(2) |
The weighted-average exercise price excludes performance shares and phantom units, as they have no exercise price. All outstanding options expired as of July 2020.
|
5% Beneficial Owners
|
Number of
Shares
and Nature of
Beneficial
Ownership
|
Percent
of Class
| ||||
The Vanguard Group(a) |
6,141,355
|
5.9
|
%
|
Non-Employee Directors(b) |
Number of
Shares
and Nature of
Beneficial
Ownership
|
Percent
of Class
| ||||
Kevin L. Beebe
|
0
|
*
| ||||
Peter C.B. Bynoe
|
68,842
| (c) |
*
| |||
Diana S. Ferguson
|
56,556
| (d) |
*
| |||
Edward Fraioli
|
69,834
| (e) |
*
| |||
Paul M. Keglevic
|
0
|
*
| ||||
Mohsin Y. Meghji
|
0
|
*
| ||||
Pamela D.A. Reeve
|
117,641
| (f) |
*
| |||
Robert A. Schriesheim
|
28,926
| (g) |
*
|
Named Executive Officers and Directors & Executive Officers as a Group
|
Number of
Shares
and Nature of
Beneficial
Ownership
|
Percent
of Class
| |||
Kenneth W. Arndt
|
105,637
| (h) |
*
| ||
Sheldon L. Bruha
|
75,185
| (i) |
*
| ||
Steve Gable
|
133,109
| (j) |
*
| ||
Bernard L. Han
|
0
|
*
| |||
Mark D. Nielsen
|
93,279
| (k) |
*
| ||
John Maduri
|
77,298
| (l) |
*
| ||
All directors and executive officers as a group (14 persons)
|
1,178,692
|
1.1% |
* |
Less than 1%.
|
(a) |
The number of shares is as of December 31, 2019 and based on a Schedule 13G filed on February 12, 2020 by The Vanguard Group, Inc. The business address of this beneficial owner is 100 Vanguard Blvd., Malvern, PA 19355. Such Schedule 13G discloses that The Vanguard Group, Inc. has sole voting power over 90,516 shares, sole dispositive power over 6,050,839 shares and shared dispositive power over 90,516 shares.
|
(b) |
Directors may elect to redeem stock units upon termination of service in the form of cash or shares of our common stock. Under the Plan, all outstanding shares of Company common stock and stock units will be extinguished upon emergence without payments. See 'Director Compensation,' above.
|
(c) |
Consists of 68,586 shares that may be acquired upon the redemption of stock units and 256 shares held directly by Mr. Bynoe.
|
(d) |
Consists of shares that may be acquired upon the redemption of stock units.
|
(e) |
Consists of 68,501 shares that may be acquired upon the redemption of stock units and 1,333 shares held directly.
|
(f) |
Consists of shares that may be acquired upon the redemption of stock units and 666 shares held directly.
|
(g) |
Consists of shares that may be acquired upon the redemption of stock units.
|
(h) |
Includes 105,572 restricted shares over which Mr. Arndt has sole voting power but no dispositive power and 101 shares held in a 401(k) plan.
|
(i) |
Consists of restricted shares over which Mr. Bruha has sole voting power but no dispositive power.
|
(j) |
Consists of restricted shares over which Mr. Gable has sole voting power but no dispositive power.
|
(k) |
Consists of restricted shares over which Mr. Nielsen has sole voting power but no dispositive power.
|
(l) |
Consists of restricted shares over which Mr. Maduri had sole voting power but no dispositive power; reflects Mr. Maduri's holdings as of his departure in September 2020, including the cancellation of certain restricted shares in connection therewith.
|
Item 13. |
Certain Relationships and Related Transactions
|
Item 14. |
Principal Accounting Fees and Services
|
2020
|
2019
| |||||
Audit Fees
|
$
|
7,012,000
|
$
|
8,123,000
| ||
Audit-Related Fees
|
10,000
|
10,000
| ||||
Tax Fees
|
2,388,600
|
1,536,541
| ||||
All Other Fees
|
-
|
-
| ||||
Total
|
$
|
9,410,600
|
$
|
9,669,541
|
Item 15. |
Exhibits, Financial Statements and Schedules
|
Exhibit No. |
Description |
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (the '1934 Act').
| |
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the 1934 Act.
|
FRONTIER COMMUNICATIONS CORPORATION | |||
(Registrant)
| |||
By:
| /s/ Bernard L. Han | ||
Bernard L. Han
| |||
President and Chief Executive Officer
| |||
March 3, 2021
|
Signature | Title | |
/s/ Kevin L. Beebe
|
Director
| |
(Kevin L. Beebe)
| ||
/s/ Sheldon Bruha
|
Executive Vice President, Chief Financial Officer
| |
(Sheldon Bruha)
|
(Principal Financial Officer)
| |
/s/ Peter C.B. Bynoe
|
Director
| |
(Peter C. B. Bynoe)
| ||
/s/ Donald Daniels
|
Senior Vice President & Chief Accounting Officer
| |
(Donald Daniels)
|
(Principal Accounting Officer)
| |
/s/ Diana S. Ferguson
|
Director
| |
(Diana S. Ferguson)
| ||
/s/ Edward Fraioli
|
Director
| |
(Edward Fraioli)
| ||
/s/ Bernard L. Han
|
President & Chief Executive Officer and Director
| |
(Bernard L. Han)
|
(Principal Executive Officer)
| |
/s/ Paul M. Keglevic
|
Director
| |
(Paul M. Keglevic)
| ||
/s/ Mohsin Y. Meghji
|
Director
| |
(Mohsin Y. Meghji)
| ||
/s/ Pamela D.A. Reeve
|
Director
| |
(Pamela D.A. Reeve)
| ||
/s/ Robert A. Schriesheim
|
Director
| |
(Robert A. Schriesheim)
|
Delaware |
06-0619596 | |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
| |
401 MERRITT 7 | ||
NORWALK, Connecticut
|
06851 | |
(Address of principal executive offices)
|
(Zip Code)
|
Item 10. |
Directors, Officers, and Corporate Governance
|
Name |
Age |
Director Since |
Board Committees |
Kevin L. Beebe
|
61
|
June 2019
|
Audit; Compensation; Finance
|
Peter C.B. Bynoe
|
70
|
October 2007
|
Nominating and Corporate Governance (Chair), Compensation
|
Diana S. Ferguson
|
57
|
October 2014
|
Compensation (Chair); Nominating and Corporate Governance
|
Edward Fraioli
|
74
|
July 2010
|
Audit (Chair); Nominating and Corporate Governance
|
Paul M. Keglevic
|
67
|
June 2019
|
Audit; Finance
|
Mohsin Y. Meghji
|
56
|
June 2019
|
Audit; Finance
|
Pamela D.A. Reeve
|
71
|
July 2010
|
Chairman of the Board
|
Robert A. Schriesheim
|
59
|
December 2018
|
Finance (Chair): Audit
|
Item 11. |
Executive Compensation
|
Bernard L. Han
|
President and Chief Executive Officer
| ||
Sheldon L. Bruha
|
Executive Vice President, Chief Financial Officer
| ||
Mark D. Nielsen
|
Executive Vice President, Chief Legal Officer & Chief Transaction Officer
| ||
Kenneth W. Arndt
|
Executive Vice President, Chief Operations Officer
| ||
Steve Gable
|
Executive Vice President, Chief Technology Officer
| ||
John Maduri(1) |
Former Executive Vice President, Chief Customer Officer
|
(1)
|
Mr. Maduri separated from the Company on September 4, 2020.
|
What We Do
| |
✔
|
Employ a pay-for-performance executive compensation program whereby a significant portion of NEO compensation is at risk.
|
✔
|
Use multipliers to reward above-target performance and reduce incentive plan payouts for below-target performance.
|
✔
|
Historically required our executives to own Frontier stock equal to a multiple of base salary along with other holding requirements. For our CEO, this multiple was five times base salary.
|
✔
|
Use double-trigger change-in-control severance arrangements.
|
✔
|
Have a recoupment, or 'clawback,' policy to recover both cash and equity compensation from executives, including in the case of misconduct that results in a restatement of our financial statements.
|
✔
|
Regularly analyze risks related to our compensation program and conduct a broad risk assessment annually.
|
✔
|
Engage an independent compensation consultant to provide advice to our Compensation Committee.
|
What We Don't Do
| |
û
|
Permit our executives to hedge or pledge Frontier stock.
|
û
|
Reward our executives with perquisites or tenure-based benefits, such as retiree medical benefits, in the ordinary course.
|
û
|
Pay dividends on unearned performance shares.
|
û
|
Make tax 'gross-ups' for severance payments.
|
Maintain clear alignment between the interests of our executives and those of our stakeholders by rewarding performance measured by key financial metrics and strategic objectives.
Reinforce our performance culture for our NEOs by making a significant portion of their compensation at risk, i.e., contingent upon relative, specified company performance.
Hire and retain talented executives by having a compensation program that is competitive in relation to comparable companies based on size, overall complexity and the nature of our business.
Ensure company goals are fully aligned throughout the organization. Each year, we establish company-wide goals that align with Frontier's business plan for the year. Our NEOs are compensated to the extent they are successful in leading Frontier to achieve these goals for each year.
|
• |
our quarterly short-term performance goals;
|
• |
our targets as a percent of salary for each NEO;
|
• |
combining our annual incentive and our performance-based long-term incentive programs ('combined AIP');
|
• |
quarterly combined AIP payouts subject to deferral and a recaptureprovision such that if the NEO voluntarily resigns or is terminated for cause prior to emergence, the after-tax value of the award must be repaid to the Company and any deferred amounts would be forfeited, and;
|
• |
deferral of 1/3 of the combined AIP until after emergence from bankruptcy subject to certain restrictions.
|
Component
|
Purpose
|
Performance Measures
| ||
Base Salary (Fixed)
| •Attract and retain executives |
•Job scope and experience
•Market pay (we target the median of market using peer group and survey data) | ||
Quarterly Cash Bonus - Combined AIP
(At Risk)
| •Attract and retain executives
•Incentivize and reward executives for achievement of and create alignment with pre-established, measurable quarterly performance goals
•Recapture in accordance with plan rules | •Company Performance Metrics
•Financial targets (Revenue, Adjusted EBITDA)
•Net Broad Band Additions | ||
Prepaid Retention
(Retention)
| •Attract and retain executives
•Recapture in accordance with plan rules |
•N/A |
2020 Peer Group
| |||
•
|
ADP, LLC
|
•
|
Rogers Communications Inc.
|
•
|
BCE Inc
|
•
|
Shaw Communications, Inc.
|
•
|
Booking Holdings Inc.
|
•
|
Sirius XM Holdings Inc.
|
•
|
CenturyLink, Inc.
|
•
|
Telephone & Data Systems
|
•
|
DISH Network Corporation
|
•
|
TELUS Corporation
|
•
|
Juniper Networks, Inc
|
•
|
Thomson Reuters Corporation
|
•
|
News Corp.
|
•
|
United States Cellular Corporation
|
NEO
|
Salary
| |
Bernard L. Han
|
$
|
1,300,000
|
Sheldon L. Bruha
|
$
|
550,000
|
Mark D. Nielsen
|
$
|
900,000
|
Kenneth W. Arndt
|
$
|
600,000
|
Steve Gable
|
$
|
550,000
|
John Maduri*
|
$
|
625,000
|
*Mr. Maduri left the Company on September 4, 2020
|
Weighted Company Performance Goals
|
Weighting
|
Adjusted EBITDA Target
|
60.0%
|
Revenue Target
|
25.0%
|
Net Broadband Adds
|
15.0%
|
Total
|
100.0%
|
($ in millions)
|
Q1 Target
|
Q2 Target
|
Q3 Target
|
Q4 Target
|
Annual
Target
|
Annual Actual
| |||||||||||
Revenue
|
$
|
1,980.6
|
$
|
1,861.0
|
$
|
1,785.9
|
$
|
1,752.5
|
$
|
7,380.0
|
$
|
7,155.5
| |||||
Adjusted EBITDA
|
$
|
828.8
|
$
|
784.4
|
$
|
725.6
|
$
|
709.1
|
$
|
3,048.0
|
$
|
2,897.8
| |||||
Net Broadband Adds
|
(18,186
| ) |
(34,470
| ) |
(45,082
| ) |
(37,266
|
) |
(135,003
|
) |
(92,501)
| ||||||
Overall Performance
|
89.9
|
%
|
102.2
|
%
|
104.4
|
%
|
101.6
|
%
| |||||||||
Payout Percent
|
77.2
|
%
|
112.8
|
%*
|
98.6
|
%**
|
100.1
|
%
|
* |
Includes a 'catch-up' adjustment of 17.9%.
|
** |
Includes a 'catch-up' adjustment of 1.6%
|
Combined AIP Payouts*
|
Q1**
|
Q2
|
Q3
|
Q4
|
Total
|
2020 Target
|
Payout as a
% of Target
| |||||||||||||
Bernard L. Han
|
$
|
780,685
|
$
|
1,140,690
|
$
|
997,093
|
$
|
1,012,261
|
$
|
3,930,729
|
$
|
4,045,000
|
97.2
| |||||||
Sheldon L. Bruha
|
$
|
218,788
|
$
|
324,300
|
$
|
283,475
|
$
|
287,788
|
$
|
1,114,350
|
$
|
1,150,000
|
96.9
| |||||||
Mark D. Nielsen
|
$
|
266,350
|
$
|
394,800
|
$
|
345,100
|
$
|
350,350
|
$
|
1,356,600
|
$
|
1,400,000
|
96.9
| |||||||
Kenneth W. Arndt
|
$
|
251,130
|
$
|
372,240
|
$
|
325,380
|
$
|
330,330
|
$
|
1,279,080
|
$
|
1,320,000
|
96.9
| |||||||
Steve Gable
|
$
|
241,618
|
$
|
358,140
|
$
|
313,055
|
$
|
317,818
|
$
|
1,230,630
|
$
|
1,270,000
|
96.9
| |||||||
John Maduri
|
$
|
290,131
|
$
|
430,050
|
$720,181
|
$762,500
|
94.5
|
* |
1/3 of each award shown above was deferred to emergence.
|
** |
For each of our NEOs except Bernie Han, this payout reflects a reduction to the award of 1.4% due to a modification to our fourth quarter 2019 results made after that award was paid.
|
Name
|
Prepaid Retention Award
| ||
Bernie L. Han
|
$
|
2,655,000
| |
Sheldon Bruha
|
$
|
900,000
| |
Mark D. Nielsen
|
$
|
1,250,000
| |
Kenneth W. Arndt
|
$
|
1,080,000
| |
Steve Gable
|
$
|
1,080,000
| |
John Maduri
|
$
|
1,400,000
|
Submitted by:
| |
Dianna S. Ferguson, Chair
| |
Kevin L. Beebe
| |
Peter C.B. Bynoe
|
Name and Principal
Position
|
Year
|
Salary
|
Bonus(1) |
Stock
Awards(2) |
Non-Equity
Incentive Plan
Compensation(3) |
All Other
Compensation(4) |
Total
|
Bernard L. Han (5) (7) |
2020
|
$1,300,000
|
$2,655,000
|
-
|
$3,930,729
|
$26,604
|
$7,912,333
|
President & CEO
|
2019
|
$102,917
|
$2,000,000
|
-
|
-
|
$342,447
|
$2,445,364
|
Sheldon L. Bruha (6) (7) |
2020
|
$550,000
|
$900,000
|
-
|
$1,114,350
|
$8,559
|
$2,572,910
|
EVP, CFO
|
2019
|
$526,001
|
$720,000
|
$198,000
|
$807,640
|
$8,626
|
$2,260,267
|
2018
|
$341,818
|
-
|
$102,003
|
$226,807
|
$8,605
|
$679,233
| |
Mark D. Nielsen (7) |
2020
|
$900,000
|
$1,250,000
|
-
|
$1,356,600
|
$6,852
|
$3,513,452
|
EVP, Chief Legal Officer & Chief Transaction Officer
|
2019
|
$745,000
|
$1,250,000
|
$3,827
|
$1,161,430
|
$6,875
|
$3,167,132
|
Kenneth W. Arndt
|
2020
|
$600,000
|
$1,080,000
|
-
|
$1,279,080
|
$12,748
|
$2,971,828
|
EVP, Chief Operations Officer
|
2019
|
$600,000
|
$1,080,000
|
$5,624
|
$1,641,384
|
$12,786
|
$3,339,794
|
2018
|
$553,125
|
-
|
$878,663
|
$782,878
|
$5,980
|
$2,220,646
| |
Steve Gable
|
2020
|
$550,000
|
$1,080,000
|
-
|
$1,230,630
|
$8,550
|
$2,869,180
|
EVP, Chief Technology Officer
|
2019
|
$543,750
|
$1,080,000
|
$7,178
|
$1,714,378
|
$14,124
|
$3,359,429
|
2018
|
$496,250
|
-
|
$1,390,446
|
$486,725
|
$12,055
|
$2,385,476
| |
John Maduri (8) |
2020
|
$426,136
|
$1,400,000
|
-
|
$720,181
|
$726,180
|
$3,272,498
|
Former EVP, Chief Customer Officer
|
2019
|
$625,000
|
$1,400,000
|
$27,047
|
$1,369,831
|
$125,087
|
$3,546,965
|
2018
|
$610,417
|
-
|
$2,070,757
|
$910,284
|
$65,111
|
$3,656,569
|
(1) |
Amounts in this column represent cash retention awards made in lieu of new restricted stock awards in 2020 and 2019. Mr. Bruha's 2019 award consists of $500,000 in a cash retention award as well as $170,000 in restricted cash which vests over three years; the second and third tranches of the $170,000 restricted cash award are to be paid after emergence from Chapter 11.
|
(2) |
The stock awards referred to in this column consist of grants of restricted shares and grants of performance units under the 2013 and 2017 Equity Incentive Plans. The amounts shown in this column represent the grant date fair value, pursuant to Financial Accounting Standards Board ASC Topic 718, of the stock awards granted in the applicable year or, with respect to multi-year performance share awards where performance conditions are set at the beginning of each year, the fair value of the shares subject to the performance conditions during a multi-year vesting period constitutes a separate 'grant date.' For 2019, the grant date fair value for the performance unit awards granted in 2018 is calculated using only the second tranche of the grant for the 2018-2020 Measurement Period, as the grant date fair value for the first tranche was reported the previous year and the performance conditions for the third tranche were not set in 2019. With respect to the grant for the 2017-2019 Measurement Period, the grant date fair value is calculated using the third trance, as the grant date fair values for the first two tranches were reported in prior years. Further, in calculating the grant date fair value of such performance shares in the table, the target number of shares was used. Frontier uses Monte Carlo simulations to value performance share awards. The value of the 2019 disclosed performance shares at $0.89 per share assuming the highest level of operating cash flow and TSR performance will be achieved (using the methodology described above). For a discussion of valuation assumptions, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. For additional details regarding the stock awards, see the Grants of Plan-Based Awards table below and the accompanying narrative.
|
(3) |
The amounts shown in this column represent cash awards made under the Combined AIP for 2020 and 2019 were paid as follows: 25% of annual target paid quarterly based on quarterly results. Awards are typically paid shortly after applicable quarter. The performance cash awards referred to in this column consist of grants of performance cash under the 2017 Equity Incentive Plan. The amounts shown in this column represent the grant date fair value, pursuant to Financial Accounting Standards Board ASC Topic 718, of the stock awards granted in the applicable year or, with respect to multi-year performance cash awards where performance conditions are set at the beginning of each year, the fair value of the units subject to the performance conditions during a multi-year vesting period constitutes a separate 'grant date.' As a result, the grant date fair value for the performance cash awards granted in 2018 is calculated using only the second tranche of the grant for the 2018-2020 Measurement Period, as the grant date fair value for the first tranche was reported last year and the performance conditions for the third tranche were not set in 2019. Further, in calculating the grant date fair value of such performance cash awards in the table, the target number of units was used. Frontier uses Monte Carlo simulations to value performance cash awards. For a discussion of valuation assumptions, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20120. For additional details regarding the performance cash awards, see the Grants of Plan-Based Awards table below and the accompanying narrative.
|
(4) |
The All Other Compensation column includes premiums for life insurance coverage paid for by Frontier, a 401(k) match and change in actuarial value of the frozen pension. Other than as set forth below, all perquisites and personal benefits are below the threshold for disclosure in this column:
|
• |
Amounts shown for Mr. Han include in 2020 $26,604 in corporate relocation expenses; in 2019 it includes consultant fees of $320,155 for services provided from October 16, 2019 through December 2, 2019 plus $22,292 in relocation expenses.
|
• |
Amounts shown for Mr. Bruha consist of matching contributions.
|
• |
Amount shown for Mr. Nielsen consists of matching contributions.
|
• |
Amounts shown for Mr. Arndt include $6,748, $6,755 and $0 for the change in the actuarial value of his frozen pension in 2020, 2019, and 2018 and matching contributions.
|
• |
Amount shown for Mr. Maduri includes payment of $125,000 and $65,111 in 2019 and 2018 for relocation assistance, which includes household goods transfer and temporary housing, as an inducement to accept employment with Frontier.
|
(5) |
Mr. Han will step down as President and CEO on March 4, 2021 but will remain an employee as well as a member of the Board until our emergence
|
(6) |
Mr. Bruha assumed the role of EVP, Chief Financial Officer on June 3, 2019 after holding the role of Interim Chief Financial Officer since September 1, 2018. Mr. Bruha's Salary includes a monthly salary stipend of $15,000 while he was the Interim Chief Financial Officer in 2018 and 2019.
|
(7) |
Information for Messrs. Han and Nielsen is not provided for 2018 because they were not NEOs for that year.
|
(8) |
Mr. Maduri separated from service as of September 4, 2020.
|
Name
|
Grant Date
|
Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
Grant
Date
Fair
Value
of
Stock
Awards
($)
| ||||||
Threshold | Target |
Maximum
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
| ||||
($) |
($)
|
($)
|
(#)
|
(#)
|
(#)
|
($)
|
($)
|
($)
| ||||
Bernard L. Han
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$2,831,500
|
$4,045,000
|
$5,258,500
| ||||||||
Sheldon L. Bruha
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$805,000
|
$1,150,000
|
$1,495,000
| ||||||||
Mark D. Nielsen
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$980,000
|
$1,400,000
|
$1,820,000
| ||||||||
Kenneth W. Arndt
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$924,000
|
$1,320,000
|
$1,716,000
| ||||||||
Steve Gable
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$889,000
|
$1,270,000
|
$1,651,000
| ||||||||
John Maduri
| ||||||||||||
Combined Annual Incentive
|
2/11/2020
|
$533,750
|
$762,500
|
$991,250
|
(1) |
Reflects the target payout amounts of non-equity incentive plan awards payable for service in 2020 as approved by the Compensation Committee and the Bankruptcy Court. See the 'non-Equity Incentive Plan Compensation' column of the Summary Compensation Table for Fiscal Year 2020 for the non-equity incentive plan awards earned by our NEOs in 2020.
|
Name
|
Stock Awards
| ||||
Date of Grant
|
Number of Shares
of Stock or Units
That Have Not
Vested (1) (#)
|
Market Value of
Shares of Stock or
Units That Have
Not Vested (2) ($)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares
That Have Not
Vested (#)
|
Equity Incentive Plan
Awards: Market Value
of Unearned Shares
That Have Not Vested
($)
| |
Bernard L. Han
|
0
|
$0
|
0
|
$0
| |
Sheldon L. Bruha
|
2/13/2019
|
113,333
|
$113,333
|
0
|
$0
|
6/6/2019
|
66,667
|
$7,333
|
0
|
$0
| |
Mark D. Nielsen
|
0
|
$0
|
0
|
$0
| |
Kenneth W. Arndt
|
0
|
$0
|
0
|
$0
| |
Steve Gable
|
0
|
$0
|
0
|
$0
|
(1) |
The amounts shown in this column represent restricted shares held by the NEOs as of December 31, 2020. These typically vest on each of the anniversary of the grant date over three years.
|
(2) |
The market value of shares of common stock reflected in the table is based upon the closing price of the common stock on December 31, 2020, which was $0.11 per share.
|
Name
|
Stock Awards
| |
Number of Shares
Acquired on Vesting (#) (1) |
Value Realized on Vesting ($) (2) | |
Bernard L. Han
|
0
|
$0
|
Sheldon L. Bruha
|
4,131
|
$2,360
|
Mark D. Nielsen
|
34,749
|
$19,890
|
Kenneth W. Arndt
|
40,923
|
$23,433
|
Steve Gable
|
49,208
|
$28,160
|
John Maduri
|
48,603
|
$27,767
|
(1) |
The RSA awards that vested in 2020 reflect the vesting on the anniversary of the grant date of (a) the third 33% installment of the RSAs awarded to the NEOs on February 16, 2017 (other than Messrs. Han, Bruha, and Maduri), and (b) the second 33% installment of the RSAs granted to the NEOs on February 14, 2018 (other than Mr. Han).
|
(2) |
The value realized from the vesting of the RSA awards was calculated based on the average of the high and low sale price for awards granted under the 2013 Equity Incentive Plan, or closing sale price for awards granted under the 2017 Equity Incentive Plan, of Common Stock on the NYSE Composite Tape on the applicable vesting date or, if the vesting date occurred on a non-trading day, the last trading day preceding the applicable vesting date.
|
Name
|
Plan Name
|
Number of Years
Credited Service
(#)
|
Present
Value of
Accumulated
Benefit (S)
|
Payments
During
Last Fiscal Year
($)
|
Bernard L. Han
|
-
|
-
|
-
|
-
|
Sheldon L. Bruha
|
-
|
-
|
-
|
-
|
Mark D. Nielsen
|
-
|
-
|
-
|
-
|
Kenneth W. Arndt
|
Frontier Pension Plan
|
6 years, 2 months
|
$41,549
|
-
|
Steve Gable
|
-
|
-
|
-
|
-
|
John Maduri
|
-
|
-
|
-
|
-
|
Name
|
Total Director Compensation Paid in Cash ($) | |
Kevin L. Beebe
|
$600,000
| |
Peter C.B. Bynoe
|
$230,000
| |
Diana S. Ferguson
|
$235,000
| |
Edward Fraioli*
|
$240,000
| |
Paul M. Keglevic
|
$600,000
| |
Mohsin Y. Meghji
|
$600,000
| |
Pamela D.A. Reeve
|
$390,000
| |
Robert A. Schriesheim
|
$1,680,000
|
Item12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
(a)
|
(b)
|
(c)
| |||||||
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights(1) |
Weighted-average exercise
price of outstanding options,
warrants and rights(2) |
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
| ||||||
Equity compensation plans approved by security holders
|
339,544
|
n/a
|
3,631,996
| ||||||
Equity compensation plans not approved by security holders
| |||||||||
Total
|
339,544
|
n/a
|
3,631,996
|
(1) |
Reflects the number of outstanding performance shares (assuming achievement of target performance), phantom units and options.
|
(2) |
The weighted-average exercise price excludes performance shares and phantom units, as they have no exercise price. All outstanding options expired as of July 2020.
|
5% Beneficial Owners
|
Number of
Shares
and Nature of
Beneficial
Ownership
|
Percent
of Class
| ||||
The Vanguard Group(a) |
6,141,355
|
5.9
|
%
|
Non-Employee Directors(b) |
Number of
Shares
and Nature of
Beneficial
Ownership
|
Percent
of Class
| ||||
Kevin L. Beebe
|
0
|
*
| ||||
Peter C.B. Bynoe
|
68,842
| (c) |
*
| |||
Diana S. Ferguson
|
56,556
| (d) |
*
| |||
Edward Fraioli
|
69,834
| (e) |
*
| |||
Paul M. Keglevic
|
0
|
*
| ||||
Mohsin Y. Meghji
|
0
|
*
| ||||
Pamela D.A. Reeve
|
117,641
| (f) |
*
| |||
Robert A. Schriesheim
|
28,926
| (g) |
*
|
Named Executive Officers and Directors & Executive Officers as a Group
|
Number of
Shares
and Nature of
Beneficial
Ownership
|
Percent
of Class
| |||
Kenneth W. Arndt
|
105,637
| (h) |
*
| ||
Sheldon L. Bruha
|
75,185
| (i) |
*
| ||
Steve Gable
|
133,109
| (j) |
*
| ||
Bernard L. Han
|
0
|
*
| |||
Mark D. Nielsen
|
93,279
| (k) |
*
| ||
John Maduri
|
77,298
| (l) |
*
| ||
All directors and executive officers as a group (14 persons)
|
1,178,692
|
1.1% |
* |
Less than 1%.
|
(a) |
The number of shares is as of December 31, 2019 and based on a Schedule 13G filed on February 12, 2020 by The Vanguard Group, Inc. The business address of this beneficial owner is 100 Vanguard Blvd., Malvern, PA 19355. Such Schedule 13G discloses that The Vanguard Group, Inc. has sole voting power over 90,516 shares, sole dispositive power over 6,050,839 shares and shared dispositive power over 90,516 shares.
|
(b) |
Directors may elect to redeem stock units upon termination of service in the form of cash or shares of our common stock. Under the Plan, all outstanding shares of Company common stock and stock units will be extinguished upon emergence without payments. See 'Director Compensation,' above.
|
(c) |
Consists of 68,586 shares that may be acquired upon the redemption of stock units and 256 shares held directly by Mr. Bynoe.
|
(d) |
Consists of shares that may be acquired upon the redemption of stock units.
|
(e) |
Consists of 68,501 shares that may be acquired upon the redemption of stock units and 1,333 shares held directly.
|
(f) |
Consists of shares that may be acquired upon the redemption of stock units and 666 shares held directly.
|
(g) |
Consists of shares that may be acquired upon the redemption of stock units.
|
(h) |
Includes 105,572 restricted shares over which Mr. Arndt has sole voting power but no dispositive power and 101 shares held in a 401(k) plan.
|
(i) |
Consists of restricted shares over which Mr. Bruha has sole voting power but no dispositive power.
|
(j) |
Consists of restricted shares over which Mr. Gable has sole voting power but no dispositive power.
|
(k) |
Consists of restricted shares over which Mr. Nielsen has sole voting power but no dispositive power.
|
(l) |
Consists of restricted shares over which Mr. Maduri had sole voting power but no dispositive power; reflects Mr. Maduri's holdings as of his departure in September 2020, including the cancellation of certain restricted shares in connection therewith.
|
Item 13. |
Certain Relationships and Related Transactions
|
Item 14. |
Principal Accounting Fees and Services
|
2020
|
2019
| |||||
Audit Fees
|
$
|
7,012,000
|
$
|
8,123,000
| ||
Audit-Related Fees
|
10,000
|
10,000
| ||||
Tax Fees
|
2,388,600
|
1,536,541
| ||||
All Other Fees
|
-
|
-
| ||||
Total
|
$
|
9,410,600
|
$
|
9,669,541
|
Item 15. |
Exhibits, Financial Statements and Schedules
|
Exhibit No. |
Description |
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (the '1934 Act').
| |
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the 1934 Act.
|
FRONTIER COMMUNICATIONS CORPORATION | |||
(Registrant)
| |||
By:
| /s/ Bernard L. Han | ||
Bernard L. Han
| |||
President and Chief Executive Officer
| |||
March 3, 2021
|
Signature | Title | |
/s/ Kevin L. Beebe
|
Director
| |
(Kevin L. Beebe)
| ||
/s/ Sheldon Bruha
|
Executive Vice President, Chief Financial Officer
| |
(Sheldon Bruha)
|
(Principal Financial Officer)
| |
/s/ Peter C.B. Bynoe
|
Director
| |
(Peter C. B. Bynoe)
| ||
/s/ Donald Daniels
|
Senior Vice President & Chief Accounting Officer
| |
(Donald Daniels)
|
(Principal Accounting Officer)
| |
/s/ Diana S. Ferguson
|
Director
| |
(Diana S. Ferguson)
| ||
/s/ Edward Fraioli
|
Director
| |
(Edward Fraioli)
| ||
/s/ Bernard L. Han
|
President & Chief Executive Officer and Director
| |
(Bernard L. Han)
|
(Principal Executive Officer)
| |
/s/ Paul M. Keglevic
|
Director
| |
(Paul M. Keglevic)
| ||
/s/ Mohsin Y. Meghji
|
Director
| |
(Mohsin Y. Meghji)
| ||
/s/ Pamela D.A. Reeve
|
Director
| |
(Pamela D.A. Reeve)
| ||
/s/ Robert A. Schriesheim
|
Director
| |
(Robert A. Schriesheim)
|
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Frontier Communications Corporation published this content on 04 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2021 11:02:02 UTC.