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Stock Plans
12 Months Ended
Dec. 31, 2021
Stock Plans [Abstract]  
Stock Plans (15) Stock Plans: Upon emergence, all outstanding stock-based compensation plans of Old Frontier were terminated and, in accordance with the Plan, the form of Frontier Communications Parent, Inc. 2021 Management Incentive Plan (the “2021 Incentive Plan”) was approved and adopted by the Board. The Incentive Plan permits stock-based awards to be made to employees, directors, or consultants of the Company or its affiliates, as determined by the Compensation and Human Capital Committee of the Board. Successor Plans - The 2021 Incentive Plan On July 7, 2021, Frontier’s Compensation and Human Capital Committee, in consultation with the full Board and the Committee’s independent executive compensation consultant, reviewed and approved a long-term equity award program or “Emergence LTI Program” under the 2021 Incentive Plan. The Emergence LTI Program consists of both Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). RSUs are time-based awards that vest on a ratable basis over three years from the grant date of the award. Vesting of PSUs is tied to the financial performance and long-term targets of the Company over a three-year performance period (a Measurement Period). The number of awards that vest after the three year Measurement Period is dependent on the actual performance of the Company versus targets set for the awards. Under the 2021 Incentive Plan, 15,600,000 shares of common stock have been reserved for issuance. As of December 31, 2021, unvested awards relating to approximately 3,700,000 shares were outstanding under the Emergence LTI Program. Restricted StockThe following summary presents information regarding unvested restricted stock under the 2021 Incentive Plan: Weighted Average Number of Grant Date Aggregate Shares Fair Value Fair Value (in thousands) (per share) (in millions) Balance at April 30, 2021 (Successor) - $ - $ - Restricted stock granted 2,578  $28.66 $ 75  Restricted stock vested (21) $28.44 $ - Restricted stock forfeited (74) $28.52 Balance at December 31, 2021 (Successor) 2,483  $28.67 $ 72  For purposes of determining compensation expense, the fair value of each restricted stock grant is estimated based on the closing price of our common stock on the date of grant. The non-vested restricted stock units granted in 2021 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award. Total remaining unrecognized compensation cost associated with unvested restricted stock awards that is deferred at December 31, 2021 was $58 million and the weighted average vesting period over which this cost is expected to be recognized is approximately 2 years. None of the restricted stock awards may be sold, assigned, pledged, or otherwise transferred, voluntarily or involuntarily, by the employees until the restrictions lapse, subject to limited exceptions. The restrictions are time-based. Compensation expense, recognized in “Selling, general and administrative expenses”, of ($1) million, $12 million, $2 million, and $11 million for the four months ended April 30, 2021, the eight months ended December 31, 2021, and the year ended 2020 and 2019, respectively, has been recorded in connection with restricted stock. Performance Stock Units Under the 2021 Incentive Plan, a target number of performance units are awarded to each participant with respect to the three year Measurement Period. The performance metrics under the 2021 PSU grants consist of targets for (1) Adjusted Fiber EBITDA, (2) Fiber Locations Constructed and (3) Expansion Fiber Penetration. In addition, there is an overall relative total shareholder return (TSR)” modifier, which is based on Frontier’s total return to stockholders over the Measurement Period relative to the S&P 400 Mid Cap Index. Each performance metric is weighted 33.3%, and targets for each metric are set for each of the three years during the Measurement Period. Achievement of the metrics will be measured separately, and the number of awards earned will be determined based on actual performance relative to the targets of each performance metric, plus the effect of the TSR modifier. Achievement is measured on a cumulative basis for each performance metric individually at the end of the three year Measurement Period. The payout of the PSUs can range from 0% to a maximum award payout of 300% of the target units. PSUs awards, to the extent earned, will be paid out in the form of common stock shortly following the end of the Measurement Period. The number of shares of common stock or units earned at the end of the Measurement Period may be more or less than the number of target performance shares or units granted as a result of performance. An executive must maintain a satisfactory performance rating during the Measurement Period and must be employed by Frontier upon determination in order for the award to vest. The Compensation and Human Capital Committee will determine the number of shares earned for the Measurement Period in the first quarter of the year following the end of the Measurement Period. Under ASC 718, Stock Based Compensation Expense, we establish a grant date and determine the fair value once the targets are finalized. For the 2021 PSU awards, the targets related to two of the three performance metrics have not been established. As a result, as of December 31, 2021, we have recognized associated expense with respect to 1/3 of the aggregate outstanding 2021 PSU awards. The following summary presents information regarding performance shares as of December 31, 2021 and changes during the eight months then ended with regard to performance shares awarded under the 2021 Incentive Plan: 2021 Incentive Plan Weighted Average Number of Grant Date Aggregate Shares Fair Value Fair Value (in thousands) (per share) (in millions) Balance at April 30, 2021 (Successor) - $ - $ - Target performance shares awarded, net 3,157  $25.62 $ 92  Target performance shares earned - $ - $ - Target performance shares forfeited (13) $25.61 Balance at December 31, 2021 (Successor) 3,144  $25.62 $ 92  For purposes of determining compensation expense, the fair value of each performance share grant is estimated based on the closing price of a share of our common stock on the date of the grant, adjusted to reflect the fair value of the relative TSR modifier. As of December 31, 2021, this includes the 2021 PSU awards associated with the Expansion Fiber Penetration performance metric only, or one third of the total 2021 PSU awards. At December 31, 2021, we estimate the attainment of the Expansion Fiber Penetration targets for the 2021 PSU grants is probable at the end of the Measurement Period and, therefore, we recognized $5 million in stock-based compensation expense related to these PSUs. Non-Employee Director Equity Compensation Non-employee directors receive $250,000 of annual core compensation which includes $150,000 of RSUs granted annually. In 2021, non-employee directors received an initial emergence RSU grant valued at $300,000. In addition, Board committee chairs receive retainers for their committee service in the form of RSUs. In 2021, we recognized $1 million in stock-based compensation expense related to non-employee director units. Predecessor Plans - 2017 Equity Incentive PlanUnder the 2017 EIP, awards of our common stock were granted to eligible employees in the form of incentive stock options, non-qualified stock options, SARs, restricted stock, performance shares or other stock-based awards. No awards were granted more than 10 years after the effective date (May 10, 2017) of the 2017 EIP plan. The exercise price of stock options and SARs under the EIPs generally were equal to or greater than the fair market value of the underlying common stock on the date of grant. Stock options were not ordinarily exercisable on the date of grant but vested over a period of time (generally four years). Under the terms of the EIPs, subsequent stock dividends and stock splits had the effect of increasing the option shares outstanding, which correspondingly decreased the average exercise price of outstanding options.‎ Restricted StockThe following summary presents information regarding unvested restricted stock with regard to restricted stock under the 2017 EIP: Weighted Average Number of Grant Date Aggregate Shares Fair Value Fair Value (in thousands) (per share) (in millions) Balance at December 31, 2018 (Predecessor)1,858 $16.02 $4 Restricted stock granted 105 $2.00 $ - Restricted stock vested(1,039) $19.05 $(1) Restricted stock forfeited(24) $28.30 Balance at December 31, 2019 (Predecessor)900 $10.57 $1 Restricted stock granted - $0.00 $ - Restricted stock vested(387) $15.04 $ - Restricted stock forfeited(209) $7.79 Balance at December 31, 2020 (Predecessor)304 $6.78 $ - Restricted stock granted - $ - $ - Restricted stock vested(41) $8.23 $ - Restricted stock forfeited(109) $8.23 Balance at April 30, 2021 (Predecessor)154 $5.38 $ - Cancellation of restricted stock(154) $ - $ - Balance at April 30, 2021 (Predecessor) - $ - $ - Performance SharesOn February 15, 2012, Old Frontier’s Compensation Committee, adopted the Frontier Long-Term Incentive Plan (the LTIP). LTIP awards were granted in the form of performance shares or units/cash. The LTIP was offered under the EIPs, and participants consisted of senior vice presidents and above. The LTIP awards had performance, market, and time-vesting conditions. During the first 90 days of a three year performance period (a Measurement Period), a target number of performance shares or units were awarded to each LTIP participant with respect to the Measurement Period. The performance metrics under the LTIP were (1) annual targets for operating cash flow or adjusted free cash flow per share based on the goal set and (2) an overall performance “modifier, based on Frontier’s total return to stockholders (i.e., Total Shareholder Return or TSR) relative to the Integrated Telecommunications Services Group (GICS Code 50101020) for the Measurement Period. Operating cash flow or adjusted free cash flow per share performance was determined at the end of each year and the annual results were averaged at the end of the Measurement Period to determine the preliminary number of shares earned under the LTIP award. The TSR performance measure was then applied to decrease or increase payouts based on Frontier’s three year relative TSR performance. LTIP awards, to the extent earned, were paid out in the form of common stock or cash shortly following the end of the Measurement Period. During 2020, all of the remaining performance shares under the LTIP were cancelled. ‎ The following summary presents information regarding LTIP target performance shares:    Number of  Shares (in thousands) Balance at December 31, 2018 (Predecessor)497 LTIP target performance shares granted - LTIP target performance shares earned(381) LTIP target performance shares forfeited(20) Balance at December 31, 2019 (Predecessor)96 LTIP target performance shares/units granted - LTIP target performance shares/units earned - LTIP target performance shares/units forfeited(96) Balance at December 31, 2020 (Predecessor) - For purposes of determining compensation expense, the fair value of each performance share was measured at the end of each reporting period and, therefore, fluctuated based on the price of Frontier common stock as well as performance relative to the targets. Frontier recognized an expense, included in “Selling, general, and administrative expenses” of $0 million, and $4 million during 2020 and 2019, respectively, for the LTIP. Old Frontier Non-Employee Directors’ Compensation Plans Beginning October 1, 2013, stock units awarded under Old Frontier’s non-employee director compensation programs were credited to a director’s account in an amount determined by dividing: the total cash value of the fees payable to the director by the closing price of Frontier common stock on the grant date of the units. Units were credited to the director’s account quarterly and directors were given the option to elect to convert the units to stock (on a 1:1 basis) or cash upon their retirement or death. As of June 2019, Old Frontier began compensating non-employee directors entirely in cash and no further stock units were issued. Eight directors participated in the Director Plans during all or part of 2019. The total plan units earned were 0 and 155,045 in 2020 and 2019, respectively. Since directors had the option to receive distributions from their stock units in cash, they were considered liability-based awards. Prior to adoption of ASU 2018-07, “Compensation – Stock Compensation (ASC 718): Improvements to Non-employee Share-Based payment accounting;” compensation expense was based on the current market value of our common stock at each reporting date. Upon adoption, compensation expense for all unvested awards was based on the market value of our common stock at the date of adoption and compensation expense for awards granted following adoption were based on the market value of our common stock at the grant date for each award. Compensation costs associated with the issuance of stock units to non-employee directors were $1 million in 2019. Cash compensation associated with the Director Plans was $5 million in 2020, and $4 million in 2019. These costs are recognized in “Selling, general and administrative expenses”.