UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 21, 2020, the Compensation Committee of the Board of Directors approved the terms of our executive compensation program for 2020. Under the 2020 program, the Company’s named executive officers will be entitled to receive base salary, cash retention awards, performance awards and quarterly bonus plan awards on terms and in amounts substantially consistent with the 2019 executive compensation program. Terms of the Company’s 2020 executive compensation program will be set forth in more detail in the Company’s Compensation Discussion and Analysis to be filed with the SEC.
Among other things, the Compensation Committee approved the following 2020 compensation of the Company’s named executive officers. Mr. Han was named President and Chief Executive Officer in December 2019, succeeding CEO Daniel McCarthy, and his compensation under the 2020 program reflected herein is as set forth and previously disclosed in his Employment Agreement, dated December 3, 3019.
Cash Retention Award
As in 2019, restricted share awards for our named executives have been converted into an up-front cash retention award with a recapture provision. The 2020 cash retention award will be paid in the first quarter and is subject to a recapture provision that requires repayment in the event of voluntary departure or involuntary termination for cause during a period ending no later than February 28, 2021.
| Name |
2020 Cash Retention Award |
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| Bernard Han, President and CEO |
$ | 2,655,000 |
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| Sheldon Bruha, EVP and Chief Financial Officer |
$ | 900,000 |
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| Ken Arndt, EVP and Chief Operations Officer |
$ | 1,080,000 |
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| Steve Gable, EVP and Chief Technology Officer |
$ | 1,080,000 |
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| John Maduri, EVP and Chief Customer Officer |
$ | 1,400,000 |
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Performance Award
As in 2019, the portion of our named executive’s compensation that would historically have been paid in the form of performance stock units will be paid through a performance-based cash program. A participant’s annual target under this program will be earned and paid fully on a quarterly schedule with quarterly goals based on specific metrics. Quarterly payments under the program will be subject to a recapture provision in the event of voluntary departure or involuntary termination for cause during a period ending no later than February 28, 2021.
| Name |
2020 Performance Award - |
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| Bernard Han, President and CEO |
$ | 1,770,000 |
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| Sheldon Bruha, EVP and Chief Financial Officer |
$ | 600,000 |
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| Ken Arndt, EVP and Chief Operations Officer |
$ | 720,000 |
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| Steve Gable, EVP and Chief Technology Officer |
$ | 720,000 |
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| John Maduri, EVP and Chief Customer Officer |
$ | 900,000 |
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Quarterly Bonus Plan Awards
As in 2019, the 2020 short-term bonus will be earned and paid fully on a quarterly schedule with quarterly goals based on specific metrics. Quarterly bonus payments under the program will be subject to a recapture provision in the event of voluntary termination or involuntary termination for cause during a period ending no later than February 28, 2021.
| Name |
2020 Quarterly Cash Bonus - |
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| Bernard Han, President and CEO |
$ | 2,275,000 |
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| Sheldon Bruha, EVP and Chief Financial Officer |
$ | 550,000 |
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| Ken Arndt, EVP and Chief Operations Officer |
$ | 600,000 |
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| Steve Gable, EVP and Chief Technology Officer |
$ | 550,000 |
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| John Maduri, EVP and Chief Customer Officer |
$ | 625,000 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FRONTIER Communications CORPORATION | ||||||
| Date: February 26, 2020 |
By: |
/s/ Mark D. Nielsen | ||||
| Mark D. Nielsen | ||||||
| Executive Vice President, Chief Legal Officer and Chief Transaction Officer |
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