Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
The Board of Directors of Frontier Communications Corporation (the “Company”) appointed Mr. Sheldon Bruha, currently the Company’s Interim Chief Financial Officer, to serve as the Company’s Chief Financial Officer effective as of June 3, 2019.
On June 7, 2019, the Company and Mr. Bruha entered into an offer letter to reflect his appointment as permanent Chief Financial Officer. Under the terms of the letter agreement, Mr. Bruha’s base salary is $550,000, 2019 cash retention award is $550,000 with an ongoing retention target of $900,000, 2019 target performance retention award is $450,000 with an ongoing target of $600,000, and 2019 target quarterly bonus plan award is $137,500 per quarter. Mr. Bruha’s awards will be subject to the recapture provisions applicable to the Company’s 2019 executive compensation program awards as described in the Company’s Form 10-K for the year ended December 31, 2018. In addition, he will receive a one-time grant of 100,000 restricted stock awards vesting over three years.
Mr. Bruha is also subject to the terms of the Senior Leadership Team Severance Plan (the Severance Plan), which covers, among others, our NEOs. The Severance Plan is described in detail in the Company’s 2019 proxy statement filed with the SEC on March 27, 2019.
There are no arrangements or understandings between Mr. Bruha and any other persons in connection with his appointment. There are no family relationships between Mr. Bruha and any director or executive officer of the Company, and Mr. Bruha is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Bruha as Chief Financial Officer is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Election of Directors
On June 6, 2019, the Board of Directors of the Company elected Mr. Kevin L. Beebe, Mr. Paul M. Keglevic and Mr. Mohsin Y. Meghji to serve as Directors of the Company.
Messrs. Beebe, Keglevic and Meghji were appointed by the Board to serve on the Finance Committee, which will continue to be chaired by Mr. Robert A. Schriesheim. The Finance Committee’s primary responsibilities are to evaluate the Company’s capital structure and consider, evaluate and negotiate capital markets and/or financing transactions and/or strategic alternatives for the Company and its stakeholders. In addition, Messrs. Beebe, Keglevic and Meghji were appointed by the Board to serve on the Audit Committee and Mr. Beebe will serve also on the Compensation Committee.
Messrs. Schriesheim, Beebe, Keglevic and Meghji will be compensated for their service on the Board and the Finance Committee as follows:
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The Chair of the Finance Committee shall receive (in addition to compensation payable for service on the Board): (i) a quarterly fee of $366,250 in cash, payable in advance; and (ii) supplemental compensation of $1.0 million in cash, which amount shall be required to be repaid to the Company if the Chair resigns prior to the completion of a specified transaction.
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The members of the Finance Committee (other than the Chair) shall receive (in addition to compensation payable for service on the Board) a quarterly fee of $96,250 in cash, payable in advance.
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The Board approved a change to the form of compensation for all non-employee directors, such that the annual retainer and fees of $215,000 will be paid in cash, in equal quarterly installments in advance, in lieu of the current
mix of cash and stock units. In addition, the stipend for the Chairman of the Board will be paid in cash, in equal quarterly installments in advance, in lieu of the current mix of cash and stock units.
Director Resignation
On June 6, 2019, Michael R. McDonnell resigned from the Board of Directors of Company, including the committees on which he served, effective as of such date. Mr. McDonnell is resigning due to the demands of other commitments and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
A copy of the Company’s press release announcing the matters described above is filed herewith as Exhibit 99.2 and incorporated herein by reference.