Frontier Communications Parent (FYBR) DEF 14ADefinitive proxy

Dear Stockholders,

2021 was a remarkable year for our company. We emerged from bankruptcy in late April with a strong conviction that focusing our efforts on a single purpose – Building Gigabit America™ – would enable us to create remarkable value for shareholders and customers alike. Over the course of the year, we made tremendous strides executing on our strategy to become a fiber-first technology company, positioning Frontier exceptionally well for the future.

Making a positive impact is at the core of Building Gigabit America. We are focused on building and selling products that connect communities and enable breakthrough innovations in high-need areas such as remote learning, connected healthcare, and the dynamic, evolving workplace – all while reducing environmental impact. We recognize our responsibility as stewards of the environment and our opportunity to lead on sustainability in the telecom industry. As we continue to upgrade our copper network to more energy-efficient fiber technology, we’re confident we'll be able to significantly reduce our greenhouse gas footprint.

Demand for high-speed broadband is increasing at an accelerating pace, with usage expected to triple between 2020 and 2025. Given its speed, efficiency and cost advantage, fiber has been recognized as the most effective resource to meet this challenge. Against this backdrop of explosive demand, the need for connectivity – particularly in unserved and underserved areas – is more pressing than ever.

Governments at all levels recognize that critical broadband infrastructure is needed to bridge the digital divide, and have already passed legislation that is expected to drive a 5-6x increase in broadband stimulus over the next few years. Frontier is especially well positioned to engage in public-private partnerships that extend fiber-based digital infrastructure to locations that would be uneconomic to pass with private capital alone.

Most importantly, building a positive, nurturing, and inclusive environment in which our employees can learn, develop and grow is essential to our strategy. The consistent improvement in our operational performance is a testament to the strength of our team, and a sign of even better things to come.

We are creating a new Frontier that is deeply focused on Building Gigabit America, providing exceptional customer experiences, and proudly serving the communities in which we work and live.

On behalf of the Frontier Board of Directors, I want to thank you for your support over the past year. We look forward to sharing the journey ahead.

John Stratton

Executive Chairman

Dear Stockholders,

I’m incredibly proud of the progress Frontier made during my first year as CEO. We emerged from Chapter 11 in a position of strength, with a healthy balance sheet, a clear transformation strategy, and a team that was newly grounded in a single purpose: Building Gigabit America™. As a stronger, more resilient business, we were determined to capitalize on the major growth opportunities in the U.S. fiber market.

Building Gigabit America united the Frontier team, and continues to serve as a rallying cry as we work to transform our business. It introduced a sense of ambition, a guide for how to work together for our customers, and a recognition that our company has an important role to play in enabling digital society, realizing community inclusion, and reducing our collective impact on the environment.

With this purpose in mind and our strategy in place, we set clear goals. For our network, we set out to reach 10 million fiber locations passed by the end of 2025. And for our cost structure, we targeted $100 million of cost savings by 2022, and $250 million of cost savings by 2023.

Our team relentlessly marched toward these goals, and executed our strategy to transform from a legacy provider of copper-based services to a fiber-first provider. Across our organization, we made tremendous progress building and selling fiber, improving customer service, and simplifying operations to become an efficient, lower cost organization. While we’re in the early stages of our transformation, I’m pleased with the progress we have already made.

Highlights from the year include:

As a result of dedicated execution and operational success across our organization, we delivered financial performance in line with our ambitious goals in 2021. We achieved $6.4 billion of revenue and generated Adjusted EBITDA near the high end of our expectations.

There is positive momentum underway at Frontier. As we look ahead to 2022, we are laser-focused on continuing to accelerate our transformation strategy. We remain on track to reach our network and cost savings goals, and believe we are well positioned to deliver sequential Adjusted EBITDA growth by the end of 2022, and year-over-year Adjusted EBITDA and revenue growth in 2023.

The future is fiber, and in 2021 we became a fiber-first company. We still have work to do, but our track record gives us confidence that we remain well positioned to deliver for our customers, generate sustainable long-term value for shareholders, and unlock Frontier’s full potential.

Thank you for your trust and support.

Nick Jeffery

President and Chief Executive Officer

This summary highlights information contained elsewhere in this Proxy Statement about Frontier Communications Parent, Inc. (Frontier or the Company). You should read the entire Proxy Statement carefully before voting.

Frontier is a leading communications provider offering gigabit speeds to empower and connect millions of consumers and businesses across 25 states. We are building critical digital infrastructure across the country with our fiber-optic network and cloud-based solutions, enabling connections today and future proofing for tomorrow. Rallied around a single purpose, Building Gigabit America™, we are focused on supporting a digital society, closing the digital divide, and working toward a more sustainable environment.

2021 was a year of remarkable transformation for Frontier. On April 30, 2021, we emerged from bankruptcy with a restructured balance sheet, a new board of directors and a new management team. We have undertaken a significant transformation focused on our newly defined purpose of Building Gigabit America™ and we have made significant progress executing on each of our four key strategic priorities: fiber deployment, fiber penetration, customer experience and operational efficiency.

We finished 2021 in line with our announced target of 4 million fiber passings by year end and continue to accelerate our build and become a fiber-first company. In addition, we widened our network advantages against our competition and were the first major broadband provider to launch a network-wide 2 Gigabit consumer offering in February 2022. Through our relentless focus on the customer experience, we have begun regaining customer loyalty, as reflected in our continued churn improvement and quickly improving fiber Net Promoter Scores. At the same time, we continue to simplify our business to reduce our cost structure and redeploy capital into our fiber growth strategy. We are committed to disciplined capital allocation and are rigorously focused on improving our return on capital.

Our products connect people to the Digital Society and we know that our future progress is dependent upon creating a strong, purpose-driven culture, supported by a commitment to the highest principles of governance, that will benefit our employees, our customers, our business partners and beyond. We are focused on developing a talented, diverse, and sustainable workforce and are stewards of the environment.

The Board of Directors recommends a vote FOR the election of each of the following nominees for director. All nominees are currently serving as directors.

Our Board brings extensive experience across key disciplines, including technology, finance, operations, legal and regulatory, industry experience and people talent. We believe that diversity in its many forms, and the breadth of perspective that it brings, enhances the effectiveness of the Board. Additional information about each director nominee’s background and experience can be found beginning on page 7.

Frontier is committed to strong corporate governance, which promotes the long-term interest of stockholders, enhances management and Board accountability and builds stakeholder trust in Frontier. The Board works collaboratively with senior management, meeting regularly and spending significant time engaging in discussions to understand the strategic challenges and opportunities for Frontier. The senior management team is evaluating and implementing broad strategic, operational and cultural changes and our directors provide valuable insight and risk oversight that help guide management’s strategic thinking and decision-making. The Board is also committed to ensuring Frontier’s governance reflects the evolving governance landscape and appropriately supports and serves the best interests of the Company and its stockholders.

Under the direction of our new Board and executive management team, we have embedded environmental, social and governance (ESG) in our purpose and are focused on identifying and prioritizing material issues as we accelerate our ESG journey. We are dedicated to demonstrating our commitment to sustainability and corporate responsibility, including reducing our environmental impact and carbon footprint, increasing diversity, equity and inclusion in our workforce, and supporting the health, safety and welfare of our employees.

Frontier will issue an inaugural ESG report, which will include, among other things, a more detailed discussion of Frontier’s current ESG priority issues and steps being undertaken to integrate identified initiatives into our operations and purpose.

Our Compensation and Human Capital Committee believes strongly in implementing and maintaining a pay-for-performance philosophy. A significant portion of the total compensation opportunity for our CEO, Executive Chairman and other NEOs is “at-risk” and dependent upon factors including Frontier’s future performance through achievement of key financial and business objectives.

Our post-Emergence executive compensation program consists of cash and equity-based pay and emphasizes variable pay rather than fixed pay, with target opportunities based on market practices and payments based on performance. The structure of our executive compensation program is intended to reward performance, strong leadership, and achievement of business and individual objectives. In addition, long-term time-based and performance-based equity grants are designed to ensure that executive interests are aligned with long-term creation of stockholder value.

In 2021, the Board held 10 meetings, 7 meetings post-Emergence and 3 meetings pre-Emergence. The average attendance of all current directors at Board and Committee meetings in 2021 post-Emergence was 99%. In 2021, each incumbent director, including our pre-Emergence directors, attended over 90% of the total number of Board meetings and meetings of the committees on which the director served during the period in which he or she served as a director.

Our directors hold regularly scheduled executive sessions in which they meet outside the presence of (i) our CEO and (ii) both our CEO and our Executive Chairman. John Stratton, in his role as Executive Chairman, presides at executive sessions of the Board in which he participates. The applicable committee Chairs presides at executive sessions of the Board’s standing committees.

Under our Corporate Governance Guidelines, which are available on the Investor Relations page of our website at , all directors are expected to have the time and willingness to carry out their duties and responsibilities effectively. The Nominating and Corporate Governance Committee considers all outside directorships under our policies with respect to overboarding. No director may serve on more than four public company boards (including Frontier’s Board), no director who is an executive officer of a public company may serve on more than two public company boards (including Frontier’s Board), and no director may serve on more than three public company audit committees (including Frontier’s Audit Committee) unless, in each case, the Committee has determined that such simultaneous service would not impair the director’s ability to effectively serve on Frontier’s Board or Audit Committee, as the case may be. In addition, directors are expected to attend the Company’s annual meeting of stockholders, unless unusual circumstances make attendance impractical. The Company did not hold an annual meeting of stockholders in 2021.

The Board undertakes an annual review of director independence by reviewing relationships between Frontier and each director as well as Frontier and the organizations with which each director is affiliated. After considering the relevant facts, the Board has affirmatively determined that each director, other than Mr. Stratton and Mr. Jeffery, is an independent director as defined under the rules of the SEC and Nasdaq Stock Market LLC (“Nasdaq Listing Rules”) and under the criteria adopted by the Board in the Company’s Corporate Governance Guidelines.

Our Nominating and Corporate Governance Committee evaluates and recommends to the Board candidates for nomination to the Board. The process used to identify a nominee to serve as a member of the Board of Directors may vary depending upon the qualities sought. From time to time, Frontier may engage executive search firms to assist the Committee in identifying potential new directors. Mr. Stratton worked closely with a third-party search firm retained to help identify and evaluate potential directors for Frontier’s post-Emergence Board.

In addition, Frontier has adopted director qualification guidelines. These director criteria are part of Frontier’s Corporate Governance Guidelines which are available on the Investor Relations page of our website at . These qualifications describe specific characteristics that the Nominating and Corporate Governance Committee will take into consideration when selecting nominees for the Board, including: educational background, experience, qualifications and skills relevant for effective understanding of the Company’s business and oversight of the Company’s management; a good reputation and character; and the lack of any conflict of interest that would impair the director’s ability to fulfill his or her responsibilities as a member of the Board. In addition, the criteria reiterate that the Board believes that diversity, including with respect to gender, race and ethnicity, brings a valuable mix of viewpoints to the Board that is important to the effectiveness of the Board’s oversight of the Company.

Stockholders may also propose director candidates for consideration by the Nominating and Corporate Governance Committee. See “Proposals by Stockholders” in this proxy statement.

In the process of identifying nominees to serve as members of the Board of Directors, the Nominating and Corporate Governance Committee considers the Board’s diversity, including with respect to relevant experience, areas of expertise, tenure, gender, and whether the person self-identifies as an underrepresented minority or LGBTQ+. The Board believes that diversity brings a valuable mix of viewpoints to the Board that is important to the effectiveness of the Board’s oversight of the Company. As noted above, each candidate for nomination as a director, including each person recommended by stockholders, is also evaluated in accordance with the additional criteria adopted by our Board.

In addition, the Nominating & Corporate Governance Committee will consider a nominee’s “independence,” as defined by the SEC and the Nasdaq Listing Rules. To the extent permitted by applicable law and our bylaws, nominees who do not qualify as independent may be nominated when, in the opinion of the Nominating and Corporate Governance Committee, such action is in the best interests of Frontier and our stockholders. When considering directors for re-nomination, the Nominating and Corporate Governance Committee will also consider the results of the annual Board evaluation in its Board refreshment strategy and the participation of and contributions to the activities of the Board for any director.

Our Board includes one or more current and/or former CEOs and CFOs, experts in communications, technology, marketing and strategy, finance and auditing, and individuals of different race, gender, ethnicity and background. As a result, our Board brings extensive experience across key disciplines, including technology, finance, operations, legal and regulatory, industry experience and people talent.

In accordance with Nasdaq’s new Board Diversity Rules (Rule 5605(f) and Rule 5606), the following Board Diversity Matrix presents our Board diversity statistics. The Rule’s minimum diversity objective is two diverse directors, including one who self identifies as female, and one who self-identifies as either an underrepresented minority or LGBTQ+. Our Board currently includes five diverse directors.

Our Board is led by Executive Chairman John Stratton. Mr. Stratton was a significant contributor to the Company’s restructuring efforts, and in September 2020 it was announced that he would be appointed Executive Chairman upon Emergence. Mr. Stratton is a world-class leader and was identified by stakeholders as being critical to the Company’s ability to restructure, successfully emerge from bankruptcy and formulate and execute our turnaround and strategic plans. Leading up to emergence, Mr. Stratton was responsible for recruiting and assembling the post-Emergence Board of Directors and provides hands-on leadership in his current role as Executive Chairman.

Our Board does not have a policy as to whether the roles of Chairman and CEO should be separate or combined; both independent or a management director, including the CEO or another employee, may be appointed as a chairperson of the Board. In addition, if the chairperson is not an independent director, our Board may choose whether to designate a lead independent director. The Board has determined that it is in the best interests of our stockholders at this time to separate the roles of Chairman and CEO and for the Executive Chairman to be the sole leader of the Board. Although Mr. Stratton is technically not “independent” under Nasdaq Listing Rules given his role as Executive Chairman, the Board has determined that his position as an executive officer of the Company does not impact his ability to evaluate corporate and strategic matters from the same outside perspective as the independent members of the Board. Mr. Stratton served as a Board Observer prior to being appointed as Chairman of the Board upon Emergence. Mr. Stratton was specifically identified by the equitizing noteholders as the person who would be best positioned to lead the Board post-Emergence, and many of the responsibilities expected of Mr. Stratton would overlap with a lead independent director. The Board will continue to evaluate our leadership structure based on the best interests of Frontier and our stockholders and will appropriately disclose any changes to the current board leadership structure.

The Board has four standing committees established under our bylaws and Corporate Governance Guidelines: Audit Committee, Compensation and Human Capital Committee, Nominating and Corporate Governance Committee and Operations Committee. All members of each of the four standing Committees are independent.

Each Committee is governed by a written charter setting forth the Committee’s responsibilities, and each Committee reviews its charter at least annually, with any changes being recommended to the full Board for approval. Copies of the charter for each of the Committees are available under the “Governance” tab on the Investor Relations page of our website at .

The primary responsibilities of the Audit Committee include:

Each of the committee members is independent under and meets the financial literacy requirements of the Nasdaq Listing Rules. The Board has determined that Margaret M. Smyth and Maryann Turcke each qualify as an “audit committee financial expert” as defined by SEC rules.

The current Audit Committee met 5 times in 2021 post-Emergence. The Report of the Audit Committee is included beginning on page 25 of this proxy statement.

Each Compensation and Human Capital Committee member is independent under Nasdaq’s heightened independence standards for members of a compensation committee and is a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

The current Compensation and Human Capital Committee met 5 times in 2021 post-Emergence. A copy of the Report of the Compensation and Human Capital Committee is included beginning on page 49 of this proxy statement.

The current Nominating and Corporate Governance Committee met 3 times in 2021 post-Emergence. The Nominating and Corporate Governance Committee is comprised entirely of directors who are independent under Nasdaq Listing Rules.

The Operations Committee met 3 times in 2021 post-Emergence. The Operations Committee is comprised entirely of directors who are independent under Nasdaq Listing Rules.

Prior to Frontier’s emergence from bankruptcy, the board had four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Finance Committee. All members of the four standing committees were independent under Nasdaq Listing Rules.

The Compensation and Human Capital Committee currently consists of Kevin Beebe, Lisa Chang and Pamela Coe. No member of our Compensation and Human Capital Committee is or has been an officer or employee of the Company.

During 2021, none of our executive officers served as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of, as applicable, our pre-Emergence or post-Emergence Board or Compensation Committee.

The Board has implemented a robust evaluation process designed to objectively elicit valuable and candid director feedback about board dynamics, operations, structure, performance and composition.

The Board is responsible for understanding the principal risks associated with Frontier’s business on an ongoing basis and for oversight of Frontier’s risk management process. The full Board regularly discusses exposure to potentially material risks and the intersection of these risks with corporate strategy. While material risks are generally overseen by the full Board, committees of the Board have key roles in risk monitoring and oversight as set forth in their respective charters. This enhances the Board’s ability to work more closely with senior management on risk identification and mitigation. The

Any stockholder or interested party who wishes to communicate with the Board as a group, an individual director, the Executive Chairman or a specified Board committee or group, may do so by writing a letter to Frontier Communications, 401 Merritt 7, Norwalk, Connecticut 06851, Attn: Corporate Secretary. Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. We will receive and process these communications before forwarding them to the addressee. We generally will not forward to directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the company. This information regarding contacting the Board is also posted on the Investor Relations page of our website at .

Under the current non-employee director compensation program, non-employee directors receive $250,000 of annual core compensation consisting of: $100,000 in cash, paid quarterly, and $150,000 of restricted stock units (RSUs), granted annually. In 2021, non-employee directors received an initial Emergence RSU grant valued at $300,000 (or 2x the annual award), which vests in two equal installments in 2022 and 2023. This initial Emergence RSU grant was intended to be one-time in nature and was designed to adequately compensate the non-employee directors of the post-Emergence Board for the heavy workload that was expected to be undertaken in connection with becoming familiarized with the Company’s business and assisting with the turnaround effort following Emergence.

In designing the post-Emergence non-employee director compensation program, the Board reviewed and considered reports and recommendations provided by Willis Towers Watson, the Board’s independent compensation consultant. These reports included peer data relating to the Company’s peer group as well as considering the practices of other post-emergence companies.

Under the post-Emergence program for 2021, Committee chairs received annual cash chair retainers, paid quarterly, as follows: Audit Committee - $25,000; Compensation & Human Capital Committee - $20,000; Nominating & Corporate Governance Committee - $15,000; and Operations Committee - $25,000.

Under the post-Emergence program for 2021, Committee members also received, incremental to any chair retainer, RSU committee member retainers as follows: Audit Committee - $25,000; Compensation & Human Capital Committee - $22,000; Nominating & Corporate Governance Committee - $20,000; and Operations Committee - $30,000. The 2021 Committee retainer amounts were established in anticipation of the substantial workload that would be required of our non-employee directors immediately post-Emergence.

In accordance with our bylaws, we indemnify our directors and officers to the fullest extent permitted by law, so that they may be free from undue concern about personal liability in connection with their service to the Company. We have also entered into indemnification agreements with our directors and executive officers that provide similar indemnification rights.

Each non-management director is expected to own shares of our stock having a minimum value of five (5) times their annual core cash compensation (which currently equates to $500,000) within five (5) years after joining the Board. Stock unit grants are counted for purposes of fulfilling this guideline.

In 2021, compensation for pre-Emergence non-employee directors was paid in cash, in advance, in equal quarterly installments. The following retainers, fees and stipends were established for non-employee directors in 2021 pre-Emergence; in each case, these amounts were paid through the date of Emergence, resulting in a pro rata payment for the first two quarters of 2021. Each non-employee director was to receive an aggregate annual director retainer and fees of $215,000, consisting of an annual $95,000 retainer and an annual $120,000 fee. The Chairman of the Board was to receive an annual stipend of $175,000. Stipends of $25,000, $20,000, $15,000 and $1,465,000 were established for the Chairs of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Finance Committee, respectively. Non-Chair members of the Finance Committee were to receive an incremental annual stipend of $385,000. Former CEO Bernard Han, the only employee director, received no remuneration for service as a member of the pre-Emergence Board.

We maintain corporate governance policies and practices that provide what the Board believes to be appropriate oversight, leadership and independence, including compliance with applicable requirements under the Sarbanes-Oxley Act of 2002 and the rules of the SEC and Nasdaq. A copy of our Corporate Governance Guidelines is available upon request to our Secretary, or may be viewed or downloaded from the Investor Relations page of our website at

We are committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. Management, with the oversight of the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of our business. Our corporate governance and compliance practices include:

Our Code of Ethics applies to all employees, executive officers and directors. Specific provisions applicable to our principal executive officer and senior financial officers are contained in our Specific Code of Business Conduct and Ethics Provisions for Certain Officers (the “Executive Code”). We intend to disclose on our website any amendment to, or waiver of, any provision of our Code of Ethics or Executive Code that is required to be disclosed pursuant to securities laws. Copies of the Code of Conduct and the Executive Code are available upon request to our Corporate Secretary, or on the Investor Relations page of our website at .

The Board is actively engaged in managing executive talent and succession planning. The Compensation and Human Capital Committee reviews and considers succession plans for the CEO and other members of the senior leadership team, and oversees the development of the CEO, senior leadership team candidates and other executive talent. The Board also evaluates the adequacy and effectiveness of Frontier’s succession plan for the CEO in connection with its annual assessment of the performance of the CEO.

The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. KPMG has served as our independent registered public accounting firm since 1936, and the Audit Committee believes that the continued retention of KPMG as our independent registered public accounting firm is in the best interests of Frontier and our stockholders.

The ratification of this appointment is being submitted to stockholders because we value the opinions of our stockholders and believe that ratification of the appointment is a sound corporate practice. In the event that stockholders do not ratify the selection of KPMG, the Audit Committee will take that fact into consideration, but may, nevertheless, continue to retain KPMG.

A representative of KPMG is expected to participate at the Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions.

The following table sets forth the fees for professional audit services paid by us to KPMG LLP, our independent registered public accounting firm:

Audit fees relate to professional services rendered in connection with the audit of our annual consolidated financial statements included in our Annual Report on Form 10-K and internal control over financial reporting, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, and audit services provided in connection with other subsidiary audit reports and professional services rendered in connection with Frontier’s debt offerings.

For 2021 and 2020, audit-related fees primarily relate to professional services rendered in connection with agreed-upon procedure reports.

Tax fees for 2021 and 2020 primarily relate to tax consulting services as well as professional services rendered in connection with the preparation of transactional tax filings.

The Audit Committee is required to pre-approve all audit and permissible non-audit services provided by KPMG LLP to ensure that the provision of such services does not impair our public accounting firm’s independence. All of the services of KPMG LLP for 2021 and 2020 were pre-approved by the Audit Committee.

Frontier’s Audit Committee consists of four independent directors, each of whom has been determined by the Board to meet the heightened independence criteria applicable to Audit Committee members and to satisfy the financial literacy requirements of the Nasdaq Listing Rules and the applicable rules of the SEC. The Audit Committee operates pursuant to a charter that is available on the Investor Relations page of our website at .

The Audit Committee is responsible, under its charter, for oversight of our independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee has the authority to appoint and retain our independent registered public accounting firm, and to approve the audit and non-audit services to be provided. The Audit Committee’s function is more fully described in its charter.

Management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with U.S. generally accepted accounting principles. KPMG LLP, our independent registered public accounting firm, was responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles and as to the effectiveness of our internal control over financial reporting.

The Audit Committee has met and held discussions with management, our senior internal auditor and our independent registered public accounting firm (with and without management and our senior internal auditor present) and has reviewed and discussed the audited consolidated financial statements and related internal control over financial reporting with management and our independent registered public accounting firm.

The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees.

Our independent registered public accounting firm also provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with our independent registered public accounting firm that firm’s independence.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC. The Audit Committee selected KPMG LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2022, which is being presented to stockholders at the Annual Meeting for ratification.

Dear Stockholders,

I am pleased to introduce myself as Chair of the post-Emergence Compensation and Human Capital Committee. Since joining Frontier’s Board of Directors upon emergence from bankruptcy, I’ve had the opportunity to witness first-hand the extraordinary accomplishments the new executive leadership team has stewarded alongside the post-Emergence Board of Directors. Frontier’s employees have rallied to address the opportunities and challenges of Frontier’s new strategic plan. There is still more work to be done, but we are very proud of the progress made thus far.

The Compensation Discussion & Analysis (CD&A) that follows provides a detailed discussion of the compensation programs that were in effect at Frontier during 2021. Frontier emerged from chapter 11 bankruptcy on April 30, 2021, and therefore the CD&A covers both a pre-Emergence period and a post-Emergence period. As a result, it is a more complex report than we anticipate delivering going forward.

The pre-Emergence Compensation Committee, with the support of pre-Emergence stakeholders, approved certain executive compensation arrangements that were expected to continue past Emergence. Certain of these pre-Emergence compensation programs and arrangements were subsequently approved by the Bankruptcy Court. These programs were designed to help create future value for the Company and its stakeholders during a transitionary and challenging time.

The post-Emergence Compensation Committee believes strongly in a pay-for-performance philosophy and an alignment of compensation with long-term creation of shareholder value. We are committed to ensuring that compensation opportunities are designed with that philosophy in mind. We believe this commitment is evidenced by the structure of the annual incentive program and long-term equity programs that were implemented post-Emergence. Specifically, the annual incentive program was designed to pay out based 100% on pre-set financial goals (without any individual component or discretionary factors), and the long-term equity awards granted in connection with Emergence are 67% performance-based and measured over a three-year period. Our Compensation Committee will continue to evolve our executive compensation programs as needed to support our long-term business strategy consistent with our stated design principles. We look forward to communicating with you in the future.

Our organization took a transformative and exciting step during 2021, successfully emerging from chapter 11 bankruptcy on April 30, 2021 (“Emergence”) with a restructured balance sheet, a new executive leadership team and a new purpose of Building Gigabit America™. We are well positioned to achieve our key strategic priorities, including executing on our fiber-based strategy, improving operations, and driving shareholder value.

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and objectives and the decisions of the Compensation Committee of the Board regarding the fiscal 2021 compensation of our named executive officers. This CD&A provides details on both the pre-Emergence program established by the pre-Emergence Board of Directors, as well as the program established and administered by our post-Emergence Compensation and Human Capital Committee during the remainder of 2021.

For fiscal 2021, our named executive officers (“NEOs”) were:

Our post-Emergence Board of Directors has assembled a world-class executive leadership team to guide Frontier through its next phase of growth, which includes, in addition to Messrs. Jeffery and Stratton who were appointed to their executive leadership positions prior to Emergence, Scott Beasley as Chief Financial Officer and Veronica Bloodworth as Chief Network Officer.

Our financial performance has been strong following Emergence and we continue to make substantial progress in executing on our long-term plan and strategies. Below are several of our key 2021 financial and performance highlights achieved following Emergence:

In connection with our Emergence, our board of directors was re-constituted to include an entirely new slate of directors (other than Mr. Beebe, who served as a director of the pre and post-Emergence board of directors). Effective as of Emergence, our Compensation Committee was re-constituted to consist of Pamela L. Coe (Chair), Lisa V. Chang and Kevin L. Beebe. Ms. Coe and Ms. Chang were appointed to the Board effective as of Emergence. Mr. Beebe was the sole continuing director from the pre-Emergence Compensation Committee. Throughout this CD&A, all references to the “pre-Emergence Compensation Committee” means the Compensation Committee as constituted prior to Emergence. References to the “post-Emergence Compensation Committee” means the Compensation and Human Capital Committee as constituted following Emergence.

Certain compensation programs approved by the pre-Emergence Compensation Committee resulted from decisions and input from certain equitizing noteholders who had a vested interest in the success of the post-Emergence organization as the future shareholders of the reorganized Company. Based on publicly filed information, as of March 15, 2022, the pre-Emergence stakeholders continue to represent more than 50% of our existing shareholders.

Specifically, the compensation arrangement with Mr. Stratton was designed by certain equitizing noteholders, with the guidance of their own outside advisors, to reflect the overall value proposition that these holders expected Mr. Stratton to deliver both pre- and post-Emergence. This arrangement was discussed and considered by the pre-Emergence Finance Committee and jointly supported by the pre-Emergence Board. This compensation package, which was subsequently memorialized in an employment agreement approved by the pre-Emergence Board, included an equity-based award, to be granted at Emergence, having a grant date value equal to 1% of the equity value of the Company at Emergence. Mr. Stratton’s grant was designed to be 67% performance-based and was designed to be a one-time grant covering a multi-year period.

Prior to Emergence, the terms of Mr. Stratton’s employment agreement were approved by the pre-Emergence Board of Directors with the support of over 80% of the Company’s equitizing noteholders, as indicated in a letter filed with the bankruptcy court.

Although Mr. Stratton’s compensation package, including the grant date value of his award, was designed by the equitizing noteholders and approved by the pre-Emergence Board, because the MIP was not implemented until after Emergence, the post-Emergence Compensation Committee was responsible for establishing performance goals and payout ranges for Mr. Stratton’s award.

Similarly, the compensation package provided under Mr. Jeffery’s employment agreement was developed with the support of a significant portion of the equitizing noteholders and approved by the Pre-Emergence Compensation Committee.

A key initiative for the post-Emergence Board of Directors was to attract top-tier industry talent to fill our executive leadership positions to strengthen and realign our leadership team with the long-term goals of the reorganized Company. To attract these candidates, it was important to offer competitive compensation packages that were designed to incentivize long-term value creation, especially given the competitive labor market that existed when these executive leadership positions were filled.

Following Emergence, Messrs. Jeffery and Stratton worked together with the post-Emergence Compensation Committee to assemble an experienced and motivated executive leadership team, which included appointing a new CFO, a Chief Network Officer, as well as several other new executive leadership positions.

As noted above, the employment agreements with Messrs. Stratton and Jeffery included certain specified terms regarding equity-based compensation to be granted under the MIP (specifically, that 33% of the award be time-based and 67% of the award be performance-based). To ensure proper alignment throughout the entire executive leadership team, the post-Emergence Compensation Committee’s decision to have 67% of the post-Emergence equity awards be performance-based was guided by those agreements to ensure alignment across the leadership team.

The post-Emergence Compensation Committee also approved the 2021 AIP for the post-Emergence period (Q2-Q4 of 2021), and modified the pre-Emergence program to return the AIP to an annual-based program, as opposed to paying out on a quarterly basis. The 2021 AIP designed by the post-Emergence Compensation Committee was fully performance-based, with 100% of the payouts being determined based on the achievement of pre-set financial goals.

Our executive compensation program currently consists of fixed and variable pay, including cash and non-cash components. The chart below summarizes the various elements of Frontier’s executive compensation for 2021 and their purpose:

As discussed above, attracting a world-class leadership team was critical to Frontier’s successful Emergence and was a key goal for stakeholders in connection with the Emergence process. Specifically, the equitizing noteholders identified Mr. Stratton as being critical to the Company’s ability to restructure, successfully Emerge from bankruptcy, and lead the post-Emergence turnaround strategy.

Base salaries are intended to attract and compensate high-performing and experienced leaders and are determined based on performance, scope of responsibility and years of experience, with reference made to relevant competitive market data. Base salaries for executive officers are reviewed on an annual basis or upon promotion or other change in responsibilities.

Prior to Emergence, Frontier entered into employment agreements with Messrs. Jeffery and Stratton, providing for a base salary of $1,300,000 and $1,000,000, respectively. Following Emergence, we entered into employment agreements with Mr. Beasley and Ms. Bloodworth, each providing for a base salary of $650,000, in respect of their roles as Chief Financial Officer and Chief Network Officer, respectively. Mr. Nielsen remained in his role as Chief Legal and Regulatory Officer and his base salary of $900,000 remained unchanged.

Frontier had two cash incentive programs for NEOs in 2021 — the pre-Emergence AIP, which was measured and paid in respect of Q1 2021 under the quarterly program established for the pre-Emergence period, and the post-Emergence AIP, which was implemented in respect of the post-Emergence period. The post-Emergence AIP was measured annually for 2021, with amounts earned pro-rated for the nine-month period following Emergence and paid in early 2022 based on actual results.

On August 20, 2020, the Bankruptcy Court approved the terms and conditions governing the pre-Emergence AIP, which combined the historical Annual Incentive awards with Frontier’s historical long-term performance plan cash awards, providing quarterly cash bonus opportunities for certain key employees, based on quarterly performance results, and subject to recapture and deferral requirements.

Payments under the pre-Emergence AIP were based on performance goals established in coordination with pre-Emergence stakeholders and the Bankruptcy Court along with the pre-Emergence Compensation Committee. The quarterly performance goals for Q1 2021 were based on Adjusted EBITDA, Revenue, a Net Broadband Additions metric, a Fiber Locations Constructed metric, and a Net Fiber Broadband Additions metric and were allocated as shown in the table below.

For Q1 2021, the pre-Emergence AIP included a threshold performance level of 85% of the target goal and a maximum performance level at 115% of the target level. At the 85% performance level the payout would be 70% of the target award while at the 115% performance level the payout would be 130% of the target award for all metrics, except Adjusted EBITDA, which ranged from 50% to 130%.

Following Emergence, the Compensation Committee adopted a cash-based incentive compensation program aimed at driving operating performance. The 2021 Annual Incentive Plan retained the general structure and performance factors for annual incentive awards as the Pre-Emergence AIP. However, the post-Emergence Compensation Committee determined that the 2021 Annual Incentive Plan would no longer be paid quarterly but instead would be an annual program, and that the use of long-term performance cash awards would be replaced with equity-based compensation, in each case, consistent with our pre-bankruptcy practices and typical telecom industry market practice.

The annual performance goals for the post-Emergence AIP were based on Adjusted EBITDA, Revenue, a Fiber Locations metric and a Net Fiber Broadband Additions metric and were allocated as shown below. The Net Broadband Additions metric was eliminated to better reflect the post-Emergence strategy and near-term operational priorities.

The NEOs received the following payouts for 2021 performance, prorated for nine months to reflect that Q1 was previously awarded:

In connection with Emergence, the Bankruptcy Court approved the 2021 Management Incentive Plan (the “MIP”). The MIP authorized the Company to grant up to 6% of Frontier’s equity value in order to recruit new management, and provide competitive equity-based equity compensation following Emergence. Additionally, the employment agreements with Messrs. Jeffery and Stratton contained specific parameters relating to their respective equity award grants, namely:

The employment agreements for each of the NEOs (other than Mr. Stratton) provides for an annualized target grant date value for long-term equity compensation. This annualized target grant date value for Mr. Jeffery was supported by creditors and the equitizing noteholders taking into account market data and recommendations of its outside advisors and was approved by the pre-Emergence Compensation Committee in connection with his employment agreement. For the other NEOs (other than Mr. Stratton), this annualized target grant date value was established by the post-Emergence Compensation Committee based on input and competitive market data provided by Willis Towers Watson.

In connection with implementing the Emergence equity program, the post-Emergence Compensation Committee considered the reports and recommendations of its outside independent advisors, including evaluating how best to structure a long-term incentive program for a company that had just emerged from bankruptcy. The post-Emergence Compensation Committee also considered the fact that a key recruitment incentive for many of its newly-hired executives was the prospect of creating long-term value through equity-based incentives. The post-Emergence Compensation Committee believed that providing executives with enhanced equity incentives would create alignment with shareholders through the shared goal of increasing the Company’s stock price over time and optimizing operational performance.

Taking these considerations into account, the post-Emergence Compensation Committee determined to set Emergence grant date values at 3x the annualized target grant date values established for the NEOs (other than for Mr. Stratton, whose one-time grant was determined separately, as described above). This enhanced emergence award was intended to deliver competitive target compensation levels on an annualized multi-year basis and provide incentives to achieve the challenging and aspirational performance goals under our new strategic plan measured over the three years following Emergence. Given the unique circumstance of Emergence, this enhanced award was intended to be one-time in nature. Further, this award was intended to cover a two-year period, with no additional grants to be made until 2023, except in connection with market adjustments or promotions.

As described above, the post-Emergence Compensation Committee identified an aggregate target value for each of the NEOs (other than Mr. Stratton). Although Emergence occurred in May of 2021, the post-Emergence Compensation Committee spent a number of weeks working with management to develop performance goals that would be challenging yet fair. The Compensation Committee determined it was appropriate to calculate the number of shares granted based on the 20-day post-Emergence Volume Weighted Average Price (or VWAP) following Emergence, which was $25.61. As a result, the accounting grant date value of each NEOs’ award as shown in the Summary Compensation Table for 2021 is higher than the target value, given that the stock price was above $25.61 on the grant date established for the 2021 award under accounting principles.

PSUs help to ensure our executives’ pay is directly linked to the achievement of strong, sustained long-term operating performance.

The Emergence grants are eligible to vest over the timeframe and are eligible to be earned based on the factors described below, with performance assessed over three cumulative years. Additionally, a three-year TSR metric acts as a modifier.

Final PSU payouts are multiplied +/- 20% at the end of 2023, based on interpolated Relative TSR performance vs. the S&P 400 Mid Cap Index. The total earned award will be determined as a percent of PSU target shares, but in no event will it be greater than 300% of the target number of units.

By awarding RSUs, long-term incentives are linked directly to our share price. If our share price decreases, so does the value of the NEO’s compensation. RSUs also help us maintain competitive compensation levels in the market and retain high-performing employees through multi-year vesting requirements. The 2021 RSUs generally vest in equal installments over three years: one-third in March 2022, 2023 and 2024 for Mr. Jeffery, and one-third in April 2022, 2023 and 2024 for the other NEOs.

Pursuant to their employment agreements, Messrs. Jeffery, Stratton and Beasley received cash sign-on/transition bonuses. These bonuses were critical to attracting the executive-level talent necessary to lead Frontier for the post-Emergence period.

Mr. Jeffery received a cash bonus in the amount of $3,750,000, paid during 2021 following the commencement of his employment and Emergence. This amount was subject to clawback (on an after-tax basis) for 12 months following Mr. Jeffery’s start date in the event he resigned or was terminated for cause.

Mr. Stratton was entitled to receive a cash bonus in the amount of $3,000,000, less amounts paid in respect of observer fees for the period from the date of the Company’s plan of reorganization through Emergence. The actual amount of the bonus less observer fees was $2,540,659, which was paid following Emergence.

Mr. Beasley received a cash bonus in the amount of $3,000,000, 50% of which was paid shortly following his start date in June 2021 and 50% of which will be paid on the first anniversary of his start date, subject to his continued employment. The first 50% portion is subject to clawback (on an after-tax basis) in the event Mr. Beasley resigns or is terminated for cause within 12 months following his start date.

Ms. Bloodworth received a sign-on RSU grant with a grant date value of $750,000, vesting over three years subject to continued employment. If Ms. Bloodworth resigns or is terminated for cause within 12 months following her start date, the entire sign-on equity grant will be forfeited.

Prior to Emergence, the pre-Emergence Compensation Committee approved an emergence success bonus for Mr. Nielsen. The Bankruptcy Court subsequently modified the terms of the success bonus to provide that it would be a single payment of $1 million, payable upon the effective date of the Chapter 11 plan (i.e., only once all regulatory approvals were obtained), if the effective date occurred by March 31, 2021. Due to timing of negotiations with certain regulatory authorities, all formal regulatory approvals were not granted until April 15, 2021 and therefore this bonus was not earned under the parameters set by the Bankruptcy Court. Given Mr. Nielsen’s dedicated efforts in support of the restructuring, and the ultimate success of the regulatory approval process and occurrence of the effective date of the Chapter 11 plan on April 30, 2021, the post-Emergence Compensation Committee approved the payment of a $1 million success bonus to Mr. Nielsen.

We provide benefits to our NEOs on the same basis as all our non-union, full-time employees. These benefits consist of medical, dental and vision insurance, basic life and disability insurance and matching contributions to our 401(k) plan for employees who participate in the plan. We provide limited perquisites to NEOs when the circumstances make it

Our post-Emergence Compensation Committee is committed to ensuring that our executive compensation programs continually evolve as necessary to support our business strategy and organizational context, and to ensure that they are designed to result in value to our stockholders.

The post-Emergence Compensation Committee developed a compensation philosophy that takes in account the various goals for retaining and incentivizing the Company’s leadership team while balancing the interests of shareholders:

The post-Emergence Compensation Committee is committed to implementing and maintaining governance “best practices” that will protect and promote the long-term value of the Company for its stockholders and lay the foundation for a successful executive compensation program for our NEOs:

The post-Emergence Board strongly believes in proactive engagement, communication and transparency with the Company’s stockholders. The Company is committed to ongoing engagement with its investors on all matters that are of interest to investors, including executive compensation, corporate governance and ESG matters. These outreach efforts may take place through telephone calls, in-person meetings and correspondence. Since Emergence, the Company has participated in several investor conferences and held meetings with certain of our stockholders to discuss our financial performance, strategy, corporate governance and executive compensation program.

Prior to filing for Chapter 11, Frontier conducted advisory “say-on-pay” votes on an annual basis. At the Annual Meeting, we will conduct an advisory “say on pay” vote on 2021 executive compensation for our NEOs, and will also conduct an advisory vote to allow stockholders to choose whether such “say on pay” votes should be held every one, two or three years in the future, with the Board recommending that stockholders vote “every year.” In evaluating the design of our executive compensation and the compensation decisions for each of the NEOs, the Compensation Committee intends to consider the results of future “say-on-pay” votes.

The Compensation and Human Capital Committee of the Board administers the executive compensation program for all NEOs, as well as other executives within the Company. While Frontier management provides input, it is the responsibility of the Compensation and Human Capital Committee to evaluate and approve the executive compensation philosophy, plans, policies and programs. As discussed above, the executive compensation program for 2021 reflects input and decision making from certain pre-Emergence stakeholders, the pre-Emergence Compensation Committee and the post-Emergence Compensation and Human Capital Committee, as applicable, depending on the aspect of compensation. However, for future years, the executive compensation program will be determined and administered solely by the post-Emergence Compensation and Human Capital Committee, in line with the process outlined below, to ensure the total compensation for our NEOs is competitive, appropriately tied to performance and does not promote undue risk-taking.

Though the Compensation and Human Capital Committee has ultimate responsibility for compensation-related decisions, the post-Emergence Compensation and Human Capital Committee has retained Willis Towers Watson as an independent consultant on executive compensation matters. Willis Towers Watson served as an independent consultant and bankruptcy adviser to Frontier’s pre-Emergence Compensation Committee during the Chapter 11 process. Willis Towers Watson assists the Compensation and Human Capital Committee in its evaluation of the compensation provided to our CEO and other NEOs. Willis Towers Watson generally attends Compensation and Human Capital Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Compensation and Human Capital Committee.

During fiscal year 2021, Willis Towers Watson was paid approximately $337,000 for the executive and director compensation consulting services it provided to the Compensation and Human Capital Committee. Other professional consulting services provided by WTW to the Company, which were requested by management, not approved by the Compensation and Human Capital Committee or the Board and not related to executive compensation, totaled approximately $4.8 million, primarily related to Health & Welfare, Retirement and Insurance services. The Compensation and Human Capital Committee has considered the independence of Willis Towers Watson, consistent with the requirements of the Nasdaq Stock Market LLC and taking into account all relevant factors, and has determined that Willis Towers Watson is independent. Further, pursuant to SEC rules, the Compensation and Human Capital Committee conducted a conflicts of interest assessment and determined there is no conflict of interest resulting from retaining Willis Towers Watson. The Compensation and Human Capital Committee will reassess the independence of Willis Towers Watson at least annually.

We have historically maintained an executive compensation peer group for the use of benchmarking competitive compensation levels and market practices. The peer group in place at the beginning of 2021 was established and approved by our pre-Emergence Compensation Committee in advance of our 2020 bankruptcy filing. This peer group was utilized for benchmarking compensation programs prior to Emergence and was utilized after Emergence until the post-Emergence Compensation Committee established a new peer group. The pre-Emergence peer group is set forth below:

Our peer group will be regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of our independent compensation consultant. The post-Emergence Compensation Committee approved the following peer group in November 2021 for the post-Emergence organization:

To further align our executives’ interests with those of our stockholders, the post-Emergence Compensation Committee established robust stock ownership guidelines for the CEO and the other executive officers. The CEO is expected to own shares of Frontier stock having a minimum value of 6x base salary and our other executive officers are expected to own shares of Frontier stock having a minimum value of 3x base salary. Our NEOs are expected to meet their respective minimum ownership guideline within five years.

The Company is party to employment agreements with each of its current NEOs other than Mr. Nielsen.

To attract talented executives, support retention objectives and ensure that executives perform their work with objectivity, we provide certain post-employment severance benefits to our NEOs. The terms of each NEOs’ severance benefits are set forth in his or her employment agreement with the Company (or, for Mr. Nielsen, as set forth in a severence letter approved by the pre-Emergence Compensation Committee). The terms of each NEOs’ severance arrangements are described under the heading “Employment Agreements with Named Executive Officers” below and are quantified under the heading “Payments upon Certain Terminations of Employment” below. None of the employment agreements or Mr. Nielsen’s severance letter provide for single-trigger cash severance payments upon a change of control.

The RSU and PSU award agreements applicable to the emergence grants made in 2021 provide that if an executive officer’s employment is terminated by the company “without cause” or the executive resigns for “good reason”, the NEO’s time-based RSUs will vest in the number of awards that would have otherwise vested over the next 12 months, and the PSUs will remain outstanding and will be eligible to vest based on performance measured at the end of the performance period, pro-rated for time served during the total performance period. With respect to Mr. Stratton, if he is terminated by the Company “without cause” or resigns for “good reason,” or upon his death or disability, all of his unvested RSUs will become vested and his PSUs will vest at “target” level performance. In the event of a change of control, the 2021 Plan and the award agreements provide that unvested awards will only become vested if the buyer does not provide “replacement awards” as determined under the 2021 Plan. PSUs that are assumed or replaced by a buyer would be converted into time-based awards. If any unvested awards are replaced and assumed by the buyer, unvested awards would become immediately vested if the executive officer is involuntarily terminated by the buyer within 24 months following the change of control.

In connection with Emergence, the post-Emergence Compensation Committee adopted a clawback policy. The clawback policy provides that in the event the Company is required to restate its financial statements due to the Company’s material noncompliance with applicable financial reporting requirements, and the Compensation Committee determines that a covered executive’s fraud or misconduct caused or contributed to such non-compliance, the covered executive will be required to repay or forfeit any excess incentive compensation received by the covered executive during the three year period prior to the date of the restatement. Under the clawback policy, “covered executives” includes the Company’s executive officers and such other senior executives/employees as the Compensation Committee deems appropriate. Incentive compensation includes any equity or cash awards that vests or is earned based on financial reporting measures.

Under Section 162(m) of the Internal Revenue Code (Section 162(m)), compensation paid to our covered executive officers in excess of $1 million will generally not be deductible. The exemption from 162(m)’s deduction limit for performance-based compensation was repealed for tax years beginning after December 31, 2017. While the Compensation and Human Capital Committee considers tax and accounting implications as factors when considering executive compensation, they are not the only factors considered. Other important considerations may outweigh tax or accounting considerations.

The following table sets forth the compensation awarded to, earned by, or paid to our 2021 named executive officers, for each of the fiscal years ending December 31, 2019, 2020 and 2021.