Frontier Communications Parent (FYBR) DEF 14ADefinitive proxy

Stockholders of record as of the close of business on March 19, 2024, are entitled to vote at the Annual Meeting or any adjournments or postponements thereof.

We solidified Frontier’s position as a fiber broadband leader and reaffirmed our ability to deliver long-term value for our stockholders. Notably, we fulfilled our promise that 2023 would be the year that our consistent operational success would translate into sustainable financial growth.

In 2023, our fiber business delivered strong results in all of our key focus areas: locations passed, broadband customers, revenue, and EBITDA. As a result, Frontier achieved year-over-year EBITDA growth for the first time in more than a decade.

Our tremendous progress since we began this turnaround journey three years ago is a credit to our highly qualified leadership team. I am grateful for their contributions, which in a few short years have created a strong foundation for sustained growth and value creation.

I am excited about the opportunities ahead for us in 2024 and beyond. Our clear strategy, purpose-led culture, and dedicated team give me the confidence that we have only just begun to realize Frontier’s full potential.

When we began this turnaround in 2021, we started with a clean slate and a plan to build Frontier into a leading fiber internet company. With your support and the relentless effort of our Frontier team, that’s exactly what we’ve done.

Our ambitious purpose is to Build Gigabit America™ and our strategy is simple: build fiber, sell fiber, improve customer service, and become a more efficient business. We built our strategy on the belief that with every new fiber passing we build, and every new fiber customer we win, Frontier becomes a more valuable company.

With fiber now representing the majority of our customers, revenue, and EBITDA, we reached a significant milestone last year. We achieved full-year EBITDA growth for the first time in more than a decade. This is the result of our team’s steady execution of our strategy, and it’s the most compelling evidence yet that our fiber-first strategy is working.

As the largest pure-play fiber internet provider in the country, we have scale and momentum going into 2024. Over the last three years, we have doubled our fiber passings and reached a record two million fiber customers. We have also improved our customer service to industry-leading levels and become a more efficient, digital business.

We have built a strong foundation to support accelerated growth and our team continues to rigorously execute our strategy. I am confident that we are well positioned to unlock Frontier’s full potential for the benefit of our employees, customers, and stockholders.

Thank you to everyone at Frontier for delivering connectivity to millions of consumers and businesses across the country – and to our stockholders for your investment in and continued support of our business.

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

Frontier is a leading communications and technology provider offering gigabit speeds to 2.9 million broadband subscribers in 25 states as of December 31, 2023. We are building critical infrastructure across the country with our fiber-optic network and cloud-based solutions, enabling secure high-speed connections. Driven by our purpose of Building Gigabit America^TM, we are focused on supporting a digital society, closing the digital divide, and working toward a more sustainable environment.

2023 was another pivotal year in Frontier’s transformation. We continued execution of our strategy, delivered strong financial performance, and achieved our goal of full year EBITDA growth.

We remain focused on execution of our four key strategic priorities: build fiber, sell fiber, improve the customer experience and simplify operations.

Our greatest asset is our high-performing and diverse workforce. Motivated by a belief that Frontier’s success depends on our employees’ success, we strive to provide the skills they need to thrive by creating an inclusive culture that rewards them with competitive compensation and benefits, makes safety paramount, and nurtures professional and personal development. No matter where our team members work, we are all focused on bringing the best experiences to our customers and that starts with making Frontier a great place to work. We have invested in creating a work environment and culture where team members thrive because they feel supported, challenged, respected, and rewarded. It’s a place where people can grow professionally and become leaders who inspire transformative results.

Our Board of Directors (“Board”) recommends a vote FOR the election of each of the ten (10) following nominees for director. All nominees are currently serving as directors. Age shown is as of the date of the Annual Meeting.

Our Board brings extensive experience across key disciplines, including technology, finance, operations, value creation and M&A, 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.

Our Board consists of individuals who, collectively, have relevant experience to provide oversight and guidance for Frontier’s strategic, operational, and cultural priorities as shown in the key skills table below. The average tenure of our directors is 2.8 years.

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 Frontier’s strategic challenges and opportunities. Our directors provide valuable insight and risk oversight that help guide management’s decision-making and actions.

The Board is also committed to ensuring that Frontier’s governance reflects the evolving governance landscape and appropriately supports and serves the best interests of the Company and its stockholders. For example, in November 2022, the Board reviewed and enhanced its independent leadership structure with the appointment of Kevin Beebe to serve as the Board’s first Lead Independent Director. The Board believes this governance structure creates a logical point for independent director feedback to be captured and communicated to the Executive Chairman and CEO and reflects the maturing operational and governance framework of the Company.

Our environmental, social and governance (ESG) strategy is focused on delivering long-term value for our company and positive social and environmental impact for the people and communities we serve. ESG is integrated into all we do as a company and guided by our purpose, Building Gigabit America^TM.

Our commitment to managing ESG issues includes Board oversight, executive leadership, and dedicated teams of subject-matter experts from across the company.

We are dedicated to demonstrating our commitment to sustainability and corporate responsibility. In 2021, we identified the ESG priorities most critical to our business success, reflecting the topics of highest priority to us and our stakeholders. This prioritization guides our ESG efforts as we evolve our sustainability strategy and disclosure measures.

We identified five strategic areas of focus that we believe are significant to building a more sustainable fiber internet company. Each of these material issues is owned by an executive committee member, who reports regularly to management and our Board:

We also identified additional areas of importance that are foundational to our business: community engagement and economic opportunity; competitive behavior; corporate governance; human rights and labor; network reliability; product end-of-life and recycling; and systemic risk management. Focusing on these areas plays an important role in the success of our business and our impact on society, and we will continue to address them in our ESG efforts.

Under the direction of our Board and executive management team, we have embedded ESG into our strategy and purpose of Building Gigabit America™. Our Nominating and Corporate Governance Committee has primary oversight of ESG matters. This includes reviewing and monitoring the development and implementation of the material policies and goals we may establish from time to time concerning ESG and sustainability matters.

As ESG encompasses a broad set of potential risks and opportunities, multiple committees play a role in ESG-related matters. For example, together with management, our Compensation and Human Capital Committee reviews risks related to human capital management, including our company’s compensation policies and practices. Our audit committee, among other things, oversees cybersecurity-related risks and business continuity planning.

As part of good governance and Board effectiveness, our Board works with our executive team to identify appropriate key topics to be briefed on, including those related to ESG and other sustainable development initiatives.

Management is responsible for our risk management activities, including the annual Enterprise Risk Management (ERM) process, which is jointly administered by our Chief Financial Officer and our head of Internal Audit. ESG risks are also included as part of the ERM process. Each member of our executive team and his or her direct reports participate in an annual identification, assessment and evaluation of enterprise-level risks. For each such risk, one or more mitigation strategies are developed and implemented to minimize or manage that risk.

We are committed to being transparent in sharing our progress on our sustainability strategy and will share updates in our annual ESG report. Our 2023 ESG report will be available in the second quarter of 2024 on . The report will include, among other things, the steps we’re taking to reduce our environmental footprint, and an update on social initiatives including our Broadband for Good program.

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 and our other executive officers (including our named executive officers (“NEOs”)) is “at-risk” and dependent upon factors including Frontier’s future performance through achievement of key financial and business objectives and stock price performance.

Our 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 2023, the Board held ten (10) meetings. The average attendance of all directors at Board and Committee meetings in 2023 was 98% and each director attended at least 95% of the total number of Board meetings and meetings of the committees on which the director served.

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. Kevin Beebe, in his role as Lead Independent Director, presides at executive sessions of the independent directors. John Stratton, in his role as Executive Chairman, presides at executive sessions of the Board in which he participates. The applicable committee Chair 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 Nominating and Corporate Governance 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. Each director attended the Company’s 2023 annual meeting of stockholders.

The Board undertakes an annual review of director independence by reviewing relationships between Frontier and each director, between each director and management, as well as the relationships between 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 Nominating and Corporate Governance Committee in identifying potential new directors.

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 that are important to the effectiveness of the Board’s oversight of the Company.

On February 5, 2024, based upon the recommendation of the Nominating and Corporate Governance Committee, the Board approved an increase in the size of the Board from nine to ten directors and appointed Woody Young as a

In the process of identifying nominees to serve as members of the Board, the Nominating and Corporate Governance Committee considers the Board’s diversity, including with respect to relevant experience, areas of expertise, tenure, gender, race, ethnicity and whether the person self-identifies as an underrepresented minority or LGBTQ+. The Board believes that diversity brings a valuable mix of viewpoints that is important to the effectiveness of its 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 and 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, value creation and M&A, 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 human capital. Four (4) of our ten (10) director nominees are female.

Listed below are the skills and experience that we consider important for our director nominees in light of our current business strategy and structure. The biography for each director notes their relevant experience, qualifications and skills relative to the matrix below.

In accordance with Nasdaq’s 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 is a highly regarded 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. Mr. Stratton continues to provide hands-on leadership in his role as Executive Chairman.

In November 2022, our Board, upon the recommendation of the Nominating and Corporate Governance Committee, established the role of Lead Independent Director and appointed Kevin Beebe to that role. The Board believes that the Lead Independent Director creates a logical point for independent Director feedback to be captured and communicated to the Executive Chairman and the CEO and reflects the maturing operational and governance framework of the Company. The Lead Independent Director role at Frontier is clearly defined and set forth in a charter which provides clear lines of authority.

Our Board does not have a policy as to whether the roles of Chairman and CEO should be separate or combined; either an 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, at this time, it is in the best interests of our stockholders to separate the roles of Chairman and CEO and for the Executive Chairman to lead the Board in conjunction with the 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 three standing committees established under our bylaws and Corporate Governance Guidelines: Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee. All members of each of the three standing Committees are independent and each independent director currently serves on at least one standing Committee.

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

In February 2024, based upon the recommendation of the Nominating and Corporate Governance Committee, the Board reviewed and approved certain changes to the composition of the three standing committees, including appointing Mr. Young as a member of the Audit and Nominating and Corporate Governance Committees. The Chair of each coommittee remains unchanged. The following table shows the current committee membership:

The Compensation and Human Capital Committee may delegate any portion of its responsibilities and authority to any one or more of its members or, to the extent permitted by applicable law, any officer of the Company. Any such delegation may be revoked by the Compensation and Human Capital Committee at any time. Each year, our CEO is delegated the authority to issue equity grants to new hires, and in certain limited circumstances, current employees (other than executive officers subject to Section 16(a)) of the Exchange Act, with an annual limit of 200,000 shares. During 2023, Mr. Jeffery issued equity grants totaling 114,000 shares for these purposes.

The Compensation and Human Capital Committee is currently comprised of four (4) members, each of whom is independent under Nasdaq’s heightened independence standards for members of a compensation committee and is a “non-employee director” for purposes of Section 16b-3 of the Exchange Act.

The Compensation and Human Capital Committee met six (6) times in 2023. A copy of the Report of the Compensation and Human Capital Committee is included on page 62 of this proxy statement.

The Nominating and Corporate Governance Committee is currently comprised of five (5) directors, each of whom is independent under the Nasdaq Listing Rules. The Nominating and Corporate Governance Committee met three (3) times in 2023.

The Compensation and Human Capital Committee currently consists of Kevin Beebe, Lisa Chang, Pamela Coe and Maryann Turcke. Margaret M. Smyth was a member of the Committee from November 2022 until March 2024. No member of our Compensation and Human Capital Committee is or has been an officer or employee of the Company.

During 2023 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 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.

During 2023, the Board and each Committee conducted a self-evaluation in which candid feedback was solicited from the directors on a range of assessment topics. This assessment was designed with input from the Executive Chairman and Chair of the Nominating and Corporate Governance Committee and conducted via a detailed online questionnaire administered by a third party that collected responses and compiled results to enhance anonymity where requested. The results were then discussed by the full Board and committees, as appropriate. The Board is implementing responses to director feedback, including taking steps to enhance the efficiency of meetings and ongoing director education.

Management, including the Chief Executive Officer and the other executive officers, is primarily responsible for managing the risks associated with the Company’s business, operations, and financial and disclosure controls. Management oversees the annual enterprise risk management (“ERM”) process, which is jointly administered by the Chief Financial Officer and the head of Internal Audit. As part of the ERM process, each member of senior management and his or her direct reports participate in an annual identification, assessment, and evaluation of enterprise level risks. For each such risk, one or more mitigation strategies are developed and implemented to minimize or manage that risk. During the course of the year, periodic monitoring, self-assessment and reporting to the Audit Committee are performed by senior management to:

In addition, management conducts an annual fraud risk assessment. The results of these assessments are considered in connection with the operational, financial, and business activities of the Company.

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 Audit Committee reviews and discusses with management the risks faced by the Company and the policies, guidelines, and processes by which management assesses and manages these risks, including major financial risks and exposures and the ERM process, as well as cyber-security-related risks, IT-related risks, and business continuity planning. The Audit Committee also has responsibilities with respect to the Company’s financial and accounting compliance and complaint procedures, internal audit, SOX Compliance program and related person transactions, as more fully set out in its charter. Among other things, the Audit Committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee provides oversight of the Company’s cybersecurity risk management, which is led by the EVP, Chief Digital and Information Officer (“CDIO”). The CDIO and SVP, Cyber Security provide periodic reports to the Audit Committee on the Company’s data privacy and information and infrastructure security programs, including cybersecurity.

In order to manage identified cybersecurity risks, we evaluate a range of remediation options and determine the appropriate course of action for effective monitoring, mitigation and treatment. Areas that have a higher level of likelihood and potentially higher level of impacts are prioritized. Periodic monitoring, self-assessment and reporting to the Audit Committee are performed by senior management to evaluate, among other things, the effectiveness of mitigation strategies in minimizing or managing identified risks.

Oversight of cybersecurity, including the Audit Committee’s role, is discussed in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Compensation and Human Capital Committee reviews and discusses with management risks related to human capital management, including the company’s compensation policies and practices, CEO and senior officer succession planning, and diversity, equity, and inclusion matters. The Compensation and Human Capital Committee reviews with management, at least annually, an assessment of whether risks arising from the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company, as well as the means by which any potential risks may be mitigated, such as through governance and oversight policies. The Company designs the compensation programs to encourage appropriate risk-taking while discouraging behavior that may result in unnecessary or excessive business risk. Our Chief People Officer provides periodic reports to the Compensation and Human Capital Committee on an array of human capital matters, including compensation and benefits, employee retention and attrition, employee training and engagement, and diversity, equity, and inclusion initiatives.

The Nominating and Corporate Governance Committee oversees the Board process and corporate governance-related risks, management of compliance risks, and certain ESG-related risks, including risks related to our corporate social responsibility and sustainability practices. Our Chief Communications Officer provides periodic reports to the Nominating and Corporate Governance Committee on the Company’s environmental, sustainability, and corporate social responsibility matters. Our Corporate Secretary provides periodic reports to the Nominating and Corporate Governance Committee on matters related to corporate governance. Our Lead Independent Director serves on the Nominating and Corporate Governance Committee and plays a role in mitigating potential corporate governance risks by acting as an independent liaison between the executive chair, the CEO, and the independent members of the Board, and oversees discussions and deliberations of independent board members where appropriate. The Lead Independent Director also makes himself available for communications with shareholders and other stakeholders, providing an open channel of independent communication.

Any stockholder or interested party who wishes to communicate with the Board as a group, an individual director, the Executive Chairman, the Lead Independent Director, or a specified Board committee or group, may do so by writing a letter to Frontier Communications, 1919 McKinney Avenue, Dallas, Texas 75201, 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 2023 current non-employee director compensation program, non-employee directors received $250,000 of annual core compensation consisting of: $100,000 in cash as an annual retainer fee, 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 vested in two equal installments in 2022 and 2023.

In designing the non-employee director compensation program, including setting compensation for the Lead Independent Director, the Board reviewed and considered reports and recommendations provided by Willis Towers Watson, the Board’s independent compensation consultant. These reports included data relating to non-employee director compensation at the Company’s peer group.

In 2023, Committee chairs received annual cash chair retainers, paid quarterly, as follows: Audit Committee - $25,000; Compensation and Human Capital Committee - $20,000; Nominating and Corporate Governance Committee - $15,000. In 2023, the Lead Independent Director received, incremental to any committee retainers, an annual cash retainer of $25,000.

In 2023, Committee members also received, incremental to any chair retainer, RSU committee member retainers as follows: Audit Committee - $15,000; Compensation and Human Capital Committee - $12,000; and Nominating and Corporate Governance Committee - $10,000.

The following directors elected to receive a portion of their 2021 RSU settlement (vested on April 28, 2023) and 2022 RSU settlement (vested on May 31, 2023) in the form of cash rather than stock, in order to cover taxes incurred in connection with the vesting and settlement of such RSUs and an equivalent number of shares were withheld by the Company: Lisa V. Chang ($73,207); Margaret M. Smyth ($37,658.50).

Beginning with the 2022 RSU award, the director compensation program permits directors to defer receipt of RSUs upon vesting until the earlier of the director’s date of separation from the Board for any reason or upon a change of control. Deferred awards are fully paid as shares upon receipt.

As of December 31, 2023, our non-employee directors held the following number of unvested RSUs: Kevin L. Beebe (9,740); Lisa V. Chang (10,023); Pamela L. Coe (10,023); Steve C. Pusey (9,910); Margaret M. Smyth (10,023); Maryann Turcke (9,740); Prat Vemana (9,910); and Woody Young (n/a).

In accordance with our bylaws, we indemnify our directors and officers to the fullest extent permitted by law. We have also entered into indemnification agreements with our 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. RSU grants (whether vested or unvested), including any deferred RSUs, are counted for purposes of fulfilling this guideline.

Frontier has adopted an insider trading policy which sets forth procedures governing the purchase, sale and/or other dispositions of securities by our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq standards.

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 Corporate 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 in order to advance 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 at least annually, 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.

Currently, the Frontier Communications Parent, Inc. 2021 Management Incentive Plan (the “Prior Plan”) is our only active long-term incentive plan. The number of shares which remain available for issuance under the Prior Plan is not sufficient to meet our compensation goals in the coming years. To ensure that we have an adequate number of shares available to properly compensate our employees, directors, and consultants, we are asking our stockholders to approve a new long-term stock incentive plan, the Frontier Communications Parent, Inc. 2024 Management Incentive Plan (the “New Plan”).

Except as specifically described herein, the principal features of the New Plan are substantially similar to the principal features of the Prior Plan.

If the New Plan is approved by our stockholders at the Annual Meeting (such date, the “Effective Date”), no new awards will be made under the Prior Plan following the date of such approval. Although no new shares may be granted under the Prior Plan following such approval, all previously granted shares would continue to be governed by the terms of the Prior Plan.

We believe our future success depends on our ability to attract, motivate, and retain high quality employees, directors, and consultants, and that the ability to continue to provide stock-based awards is critical to achieving this success as we compete for talent in an industry in which equity compensation is market practice and is expected by many existing employees and candidates.

Moreover, we believe that equity compensation motivates employees to create stockholder value because the value employees realize from equity compensation is based on the performance of our stock. Equity compensation also aligns the goals and objectives of our employees with the interests of our stockholders and promotes a focus on long-term value creation. If the New Plan is not approved, we expect that we would exhaust the remaining available shares under the Prior Plan in less than a year. We believe we would be at a severe competitive disadvantage if we cannot use stock-based awards to recruit and compensate our personnel. This would reduce the alignment between our employees and our stockholders, increase our cash compensation expense, and utilize cash that could otherwise be used to grow our business, make acquisitions, repay debt, or for other corporate purposes.

As a result of the foregoing, we believe it is in our best interest and the best interest of our stockholders to adopt the New Plan to provide for additional capacity for awards to current and future employees, directors, and consultants. Assuming future annual share utilization remains consistent with prior levels, the 8,765,000 full value shares that would be available under the New Plan after its approval would last for approximately three to four years, assuming maximum levels of achievement with respect to performance-based awards.

Below are select highlights from the New Plan that we feel reflect our commitment to adhering to the best practices set forth by industry standards. We ask that you consider these highlights when casting your vote on Proposal 2.

Set forth below is a summary of the principal features of the New Plan. The principal features of the New Plan are substantially similar to the principal features of the Prior Plan. This summary is not intended to be exhaustive and is qualified in its entirety by reference to the terms of the New Plan, a copy of which is included in this proxy statement as Annex B.

The purpose of the New Plan is to attract and retain employees, directors, and consultants of Frontier Communications Parent, Inc. (the “Company”) and its subsidiaries and to motivate such individuals, provide them with incentives and enable them to participate in our growth and success.

The New Plan authorizes our board of directors to provide equity-based compensation in the form of (1) stock options, including incentive stock options (“ISOs”) entitling the participant to favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), (2) stock appreciation rights (“SARs”), (3) restricted stock, (4) restricted stock units (“RSUs”), (5) performance awards and (6) other stock-based awards (“Other Stock-Based Awards”). Each type of award is described below under “Types of Awards Under the New Plan.”

Awards under the New Plan that are not immediately vested and delivered as of the grant date will be evidenced by an award agreement setting forth the award’s terms and conditions.

Subject to adjustment as provided in the New Plan, following the approval of the New Plan, the number of our shares of common stock that may be issued or transferred (1) upon the exercise of stock options or SARs, (2) in payment of restricted stock and released from substantial risks of forfeiture thereof, (3) in payment of RSUs, (4) in payment of performance awards that have been earned, or (5) as Other Stock-Based Awards, will not exceed the sum of (i) 8,765,000, plus (ii) the number of shares available for issuance under the Prior Plan on the date the stockholders approve the New Plan, plus (iii) the number of shares that become available for issuance under Section 4(a) of the Prior Plan or the New Plan. Further, awards to non-employee directors will be subject to the Director Compensation Limit.

For the avoidance of doubt, all awards granted under the Prior Plan will be settled under the Prior Plan, and such settlement will not reduce the aggregate number of shares of common stock available for issuance or transfer under the New Plan. Shares issued or transferred under the New Plan may be shares of original issuance or treasury shares or a combination of both.

If any shares of common stock covered by any awards granted under the New Plan are forfeited, cancelled, or exchanged or if an award terminates or expires without a distribution of shares of common stock to the participant, those shares will again be available for awards under the New Plan. If two awards are granted together in tandem, the shares underlying any portion of the tandem award which is not exercised or otherwise settled in shares will again be available for awards under the New Plan. Any shares of common stock covered by an award that is settled in cash will again be available for awards under the New Plan. In addition, if a participant elects to give up the right to receive cash compensation in exchange for shares of common stock based on fair market value, the shares will not count against the aggregate limit described above. Notwithstanding the foregoing, any shares that (1) are tendered to or withheld by the Company to satisfy payment or applicable tax withholding requirements in connection with the vesting or delivery of an award, (2) are withheld by the Company upon exercise of a stock option pursuant to a “net exercise” arrangement, or (3) underlie a SAR that is settled in shares, will not again be available for awards under the New Plan. In addition, shares that are purchased by the Company in the open market pursuant to any repurchase plan or program, whether using stock option proceeds or otherwise, will not be made available for grants of awards under the New Plan, nor will such number of purchased shares be added to the limit on the number of shares available for issuance under the New Plan.

In the event that an entity acquired by us or with which we combine has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition, merger or other combination, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate,

Repricing of options and SARs or cash payments for the cancellation of “underwater” options or SARs are prohibited without stockholder approval under the New Plan (outside of certain corporate transactions or adjustments specified in the New Plan).

Any employee of, or consultant to, us or any of our subsidiaries (including any prospective employee) and non-employee directors of our board of directors or the board of directors of any of our subsidiaries may be selected to participate in the New Plan. In addition, employees and consultants of our affiliates may be eligible to receive cash-settled performance awards and cash-settled RSUs under the New Plan. The Compensation Committee, as designated by our board of directors in accordance with the New Plan, determines which persons will receive awards and the number of shares of common stock subject to such awards. All of our approximately 13,300 employees, including our 13 executive officers, 8 non-employee directors, and approximately 430 senior leaders are eligible to participate in the New Plan.

The New Plan will be administered by the Committee. The Committee must be composed of at least two directors, each of whom is required to be a “non-employee director” (within the meaning of Rule 16b-3). In the absence of such a designated committee, our board of directors serves as the Committee. The Committee is authorized to interpret the New Plan and related agreements and other documents.

. Stock options may be granted that entitle the participant to purchase shares of common stock at a price not less than fair market value per share at the date of grant. The exercise price is payable (1) in cash, check, or wire transfer at the time of exercise, (2) subject to the Company’s consent, by the transfer to us of shares of common stock owned by the participant having a value at the time of exercise equal to the total stock option exercise price (the shares must have been owned by the participant for at least 6 months), (3) subject to rules established by the Committee, through delivery of irrevocable instructions to a broker to sell the shares otherwise deliverable upon exercise of the stock option and to deliver to us an amount equal to the aggregate exercise price, (4) subject to any limitations, established by the Committee, through the Company’s withholding of shares otherwise issuable upon exercise of an option pursuant to a “net exercise” arrangement, (5) by a combination of the foregoing, or (6) by other methods approved by the Committee.

No stock option may be exercisable more than 10 years from the date of grant. Each grant will specify the period of continuous service with us or any of our subsidiaries that is necessary before the stock options will become exercisable. Stock options will be evidenced by an award agreement containing such terms and provisions, consistent with the New Plan, as the Committee may approve.

. A SAR is a right to receive from us an amount equal to the spread between the grant price of the SAR and the value of our shares of common stock on the date of exercise. The Committee has the right to determine whether the amount payable on exercise of a SAR may be paid by us in cash, in shares of common stock, or in any combination

No dividends or dividend equivalents will be paid on any award made under the New Plan prior to the vesting of such award. In the sole discretion of the Committee, a restricted stock award, RSU award, performance award, or an Other Stock-Based Award may provide the participant with dividends or dividend equivalents, payable in cash, shares of common stock, other securities, or other property on a deferred basis; provided that such dividends or dividend equivalents will be subject to the same vesting conditions as the award to which such dividends or dividend equivalents relate.

Our board of directors may amend, alter, suspend, discontinue, or terminate the New Plan without further approval by our stockholders, except where (i) the amendment would materially increase the benefits accruing to participants under the New Plan, (ii) the amendment would materially increase the number of securities which may be issued under the New Plan, (iii) the amendment would materially modify the requirements for participation in the New Plan, (iv) the amendment would increase the Director Compensation Limit or (v) stockholder approval is required by applicable law or NASDAQ Stock Market, LLC rules and regulations. If any amendment, alteration, suspension, discontinuance, or termination of the New Plan would impair the rights of any participant, holder, or beneficiary of a previously granted award, the amendment, alteration, suspension, discontinuance, or termination will not be effective with respect to such person without the written consent of the affected participant, holder, or beneficiary.

In the event of a “change in control” (as defined in the New Plan), to the extent outstanding awards under the New Plan are not assumed, converted or replaced, all outstanding awards then held by a participant which are nonexercisable or otherwise unvested will automatically become fully exercisable or otherwise vested, as the case may be, and any specified performance goals will be deemed to be satisfied at target, immediately prior to the consummation of such change in control, unless the applicable award agreement provides to the contrary.

To the extent outstanding awards are assumed, converted or replaced in the event of a change in control, (i) any outstanding awards that are subject to performance goals will be assumed, converted, or replaced by the resulting or continuing entity as if target performance had been achieved as of the date of the change in control (unless the

The Committee may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions as may be determined by the Committee from time to time, if a participant, during his or her employment or other service with us or a subsidiary engages in activity detrimental to the Company, whether discovered before or after the employment or service period. In addition, the Committee may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act, as amended, or any applicable rules or regulations of the SEC or any national securities exchange or national securities association on which our common stock may be traded.

Each award under the New Plan, and each right under any award, will be exercisable during the participant’s lifetime only by the participant or by the participant’s guardian or legal representative. No award may be transferred except by will or by the laws of descent and distribution, except that the Committee may in the applicable award agreement or in an amendment to the award agreement provide that certain vested stock option awards may be transferred by the participant without consideration to certain family members, to certain trusts, or to specified types of partnerships, corporations, or limited liability companies on notice to and consent of the Committee. The participant remains liable for any withholding taxes required to be withheld upon the exercise of such stock option by the permitted transferee.

In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, shares of common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of common stock or our other securities, issuance of warrants or other rights to purchase shares of common stock or our other securities, or other corporate transaction or event affects the shares of common stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the New Plan, then the Committee will be equitably adjust any or all of (i) the number of our shares of common stock or other securities (or number and kind of other securities or property) with respect to which awards may be granted, including any appropriate adjustments to the individual limitations applicable to awards set forth in the New Plan, (ii) the number of our shares of common stock or other securities (or number and kind of other securities or property) subject to outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award in consideration for the cancellation of such award, which, in the case of stock options and SARs will equal the excess, if any, of the fair market value of the share subject to each such stock option or SAR over the per share exercise price or grant price of such stock option or SAR.

The Committee is also authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in the previous paragraph) affecting us, any of our subsidiaries, our financial statements or those of any of our subsidiaries, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the New Plan.

To the extent that we are required to withhold federal, state, local, or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the New Plan, and subject to Section 409A of the Code, we have the right to withhold from any award or from any compensation or other amount owing to a participant the amount (in cash, shares of common stock, other securities, other awards under the New Plan or other property) of applicable withholding taxes and to take other action as may be necessary to satisfy all obligations for payment of such taxes. Subject to the foregoing, and contingent upon the Company’s consent, a participant may satisfy the withholding liability by delivering shares of common stock owned by the participant (which are not subject to any pledge or other security interest and which have been held by the participant for at least six months) with a fair market value equal to the withholding liability or have us withhold from the shares of common stock otherwise deliverable pursuant to an award, a number of shares of common stock equal to the withholding liability, or by such other methods as may be approved by the Committee, including through a “broker-assisted” cashless exercise.

To the extent applicable, it is intended that the New Plan and any grants made thereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the participants. The New Plan and any grants made under the New Plan will be administered in a manner consistent with this intent.

No grant will be made under the New Plan more than 10 years after the date on which the New Plan is first approved by our stockholders, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the New Plan.

The following is a brief summary of some of the federal income tax consequences of certain transactions under the New Plan based on federal income tax laws in effect on January 1, 2024. This summary is not intended to be complete and does not describe state or local tax consequences. It is not intended to be tax guidance to participants in the New Plan.

. In general, (1) no income will be recognized by a participant at the time a non-qualified stock option is granted; (2) at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the participant in an amount equal to the difference between the exercise price paid for the shares of common stock and the fair market value of the shares, if unrestricted, on the date of exercise; and (3) at the time of sale of shares of common stock acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

. No income generally will be recognized by a participant upon the grant or exercise of an ISO. The exercise of an ISO, however, may result in alternative minimum tax liability. If shares of common stock are issued to the participant pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to the participant, then upon sale of such shares, any amount realized in excess of the exercise price will be taxed to the participant as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of common stock acquired upon the exercise of an ISO are disposed of prior to the expiration of either holding period described above (i.e. disqualifying disposition), the participant generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services may be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Prior to its amendment by the TCJA, there was an exception to the $1 million deduction limitation under Section 162(m) for performance-based compensation if certain requirements set forth in Section 162(m) and the applicable regulations were met. The TCJA generally amended Section 162(m) to eliminate this exception for performance-based compensation, effective for taxable years following December 31, 2017. Therefore, compensation paid under the New Plan to individuals who are “covered employees” under Section 162(m) that exceeds $1 million for a given tax year will not be deductible by us.

We intend to file a Registration Statement on Form S-8 relating to the issuance of the shares of common stock under the New Plan with the SEC pursuant to the Securities Act of 1933, as amended, as soon as is practicable after approval of the New Plan by our stockholders.

Because awards to be granted in the future under the New Plan are at the discretion of the Committee, it is not possible to determine the exact benefits or amounts to be received under the New Plan by our directors, employees (including executive officers), or consultants. All our executive officers and directors are eligible to participate in the New Plan and thus have a personal interest in the approval of the New Plan.

The following table sets forth certain information regarding our equity compensation plans as of March 19, 2024, assuming maximum levels of achievement for outstanding performance awards:

The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 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, audit services provided in connection with other subsidiary audit reports, and professional services rendered in connection with Frontier’s debt offerings.

For 2023 and 2022, audit-related fees primarily relate to professional services rendered in connection with agreed-upon procedure reports and accounting advisory services for technical accounting matters.

There were no tax fees for 2023. Tax fees for 2022 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 services provided by KPMG LLP for 2023 and 2022 were pre-approved by the Audit Committee.

Frontier’s Audit Committee consists of five 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, 2023 for filing with the SEC. The Audit Committee selected KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, which is being presented to stockholders at the Annual Meeting for ratification.

In 2023, Frontier’s management team and employees continued to execute on the strategic priorities of building fiber, selling fiber, improving customer experience, and simplifying operations. Senior management and employees have been engaged and focused on the mission of Building Gigabit America™. The Board has worked closely together and with senior management to oversee remarkable progress while navigating challenges. Frontier has entered 2024 in a strong position.

As shown in the following CD&A, the Compensation and Human Capital 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, and we believe this commitment is evidenced by the structure of the Company’s annual incentive program and long-term equity programs.

The 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.

This Compensation Discussion and Analysis (CD&A) describes Frontier Communication’s executive compensation program for 2023 and certain elements of our 2024 program. It explains how the Compensation and Human Capital Committee of the Board (the “Committee”) made 2023 performance year compensation decisions for our executives, including the following Named Executive Officers (NEOs):

2023 was another pivotal year in Frontier’s transformation. We continued execution of our strategy, delivered strong financial performance, and achieved our goal of full year EBITDA growth. We remain focused on execution of our four key strategic priorities: build fiber, sell fiber, improve the customer experience, and simplify operations. Key milestone accomplishments against these four strategic priorities in 2023 include:

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 2023 and their purpose:

Mr. Jeffery’s target total direct compensation (TDC) for 2023 is set forth below. During 2023, a significant portion of Mr. Jeffery’s compensation was awarded in the form of RSUs and PSUs, the realized value of which will be dependent on our stock price and the achievement of financial and operational performance goals. Any earned PSUs are further subject to a relative TSR modifier which can result in the number of PSUs received being +/- 20% of the earned amount. In 2023, Mr. Jeffery and certain other members of senior management were awarded Performance Recognition Grants that were intended to provide additional retentive and incentive value to the executive above his or her target annual compensation, as described in further detail below. Importantly, 67% of Performance Recognition Grant was awarded in the form of PSUs, in order to ensure the executive’s continued and enhanced alignment with the Company’s performance and stockholders’ interests. The Committee works closely with its independent compensation consultant, Willis Towers Watson, to maintain an executive compensation peer group for the use of benchmarking competitive levels and market practices which is used in setting the compensation for Mr. Jeffery and our other NEOs. See “Role of the Independent Compensation Consultant” below.

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

The Compensation and Human Capital Committee’s compensation philosophy takes into account the various goals for retaining and incentivizing the Company’s leadership team while balancing the interests of shareholders:

The Compensation and Human Capital Committee is committed to implementing and maintaining strong governance 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 Board strongly believes in proactive engagement, communication, and transparency with the Company’s stockholders. The Company is committed to ongoing engagement with its investors and seeks their input on a variety of matters, including executive compensation, corporate governance and ESG matters, which is regularly shared with the Board. During 2023, we engaged with holders of over 85% of the outstanding shares of our common stock.

At our 2023 Annual Meeting, the advisory “say-on-pay” vote relating to the 2022 executive compensation for our NEOs received the support of 77.6% of votes cast by stockholders present in person or represented at the meeting. During 2023, our senior management, including our CEO, CFO, Head of Investor Relations, and Executive Chairman, participated in several investor conferences and held meetings with a significant number of our stockholders to discuss our financial performance, strategy, corporate governance, and executive compensation program, including the 2023 Say on Pay vote. Taking into consideration investor feedback, the Compensation and Human Capital Committee made

The Compensation and Human Capital Committee 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 Committee to evaluate and approve the executive compensation philosophy, plans, policies, and programs 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. The executive compensation program is determined and administered solely by the Committee.

While the Compensation and Human Capital Committee has ultimate responsibility for compensation-related decisions, the committee has retained Willis Towers Watson as an independent consultant on executive compensation matters. Willis Towers Watson assists the Compensation and Human Capital Committee in its evaluation of the compensation provided to our CEO and other NEOs. Representatives from Willis Towers Watson generally attend Compensation and Human Capital Committee meetings and provide information, research and analysis pertaining to executive compensation and governance as requested by the Compensation and Human Capital Committee.

During fiscal year 2023, Willis Towers Watson was paid approximately $270,000 for the executive and director compensation consulting services it provided to the Compensation and Human Capital Committee. Other professional consulting services provided by Willis Towers Watson 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 $3.3 million, consisting primarily of health & welfare, retirement, and insurance services. The Compensation and Human Capital Committee has considered the independence of Willis Towers Watson,

The Committee uses market data as a key input in determining executive officer compensation and maintains an executive compensation peer group for the use of benchmarking competitive compensation levels and market practices, to help ensure we provide our NEOs with fair and market-competitive compensation, and to support retention of our key leaders. The committee uses the market data with the CEO’s evaluation of performance and compensation recommendations for the other executive officers and then applies its judgment to set executive officer target compensation. While the committee considers peer group compensation information when setting executive compensation, it believes that compensation decisions are multi-dimensional and require consideration of other factors, including market competition for the position and the unique experience, qualities and potential that an executive brings to the Company. We selected companies:

Our peer group is regularly reviewed by the Committee with consideration given to our strategy and the advice of our independent compensation consultant. The Compensation Committee reviewed the peer group in September 2023 and reaffirmed the Company’s peer group, reflecting the acquisition of Shaw Communications by Rogers Communications. The current peer group is shown below:

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. At the end of 2022, Ms. Bloodworth received an increase in her Base Salary, and related target Annual Incentive, to reflect the addition of the installation operations group to her responsibilities. No changes were made to base salaries for the other NEOs during 2023.

The Annual Incentive Plan encourages a focus on Company performance and achievement of specific short-term financial and strategic goals. The annual performance goals for the 2023 Annual Incentive Plan were based on the four metrics - Adjusted EBITDA, Revenue, Fiber Locations Constructed and Net Fiber Broadband Adds - each weighted as shown below. To better align with market and to move away for our pre-bankruptcy program, the performance payout ranges were modified. The threshold payout was changed from 70% to 50% and the maximum payout was changed from 130% to 200%.

In February 2024, the Compensation and Human Capital Committee reviewed, measured, and approved Frontier’s 2023 performance against each of these annual targets.