UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No.1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
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(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
As of December 31, 2022, there were
EXPLANATORY NOTE
Management’s conclusion that its disclosure controls and procedures as of December 31, 2022 were not effective did not in any way affect, or change, management’s conclusion in the Original Filing that the Company’s internal control over financial reporting was effective as of December 31, 2022.
In addition, the cover page of the Original Filing is being amended by: (i) removing the “Yes” check mark in response to the statement “Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days,” consistent with SEC guidance for voluntary filers, (ii) adding the number of common shares of the Company outstanding on December 31, 2022, and (iii) deleted the statement that the Company has omitted information called for by Form 10-K pursuant to General Instruction I(2)(3).
In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 15d-14 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), updated certifications by the Company’s principal executive officer and principal financial officer are included as Exhibits 3.1 and 3.2 filed herewith. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 308 of Regulation S-K, paragraph 3 of the certifications has been omitted.
No other changes have been made to the Original Filing other than those described above. This Amendment does not reflect subsequent events occurring after the filing date of the Original Filing or modify or update in any way the financial statements, consents or any other disclosures made in the Original Filing other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to the filing of the Original Filing.
On September 7, 2021, an affiliate of Red Fiber Parent LLC (“Red Fiber Parent”) was merged into the Company and the Company became a wholly-owned subsidiary of Red Fiber Parent (the “Merger”). Red Fiber Parent is an indirect wholly-owned subsidiary of Red Fiber Holdings LLC ("Red Fiber Holdings").
TABLE OF CONTENTS
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PART III |
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Item 10. |
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4 |
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Item 11. |
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7 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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17 |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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18 |
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PART IV |
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Item 15. |
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19 |
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20 |
This report contains trademarks, service marks and registered marks of Cincinnati Bell Inc., as indicated.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors
There are nine directors on the Company’s Board of Directors. The directors are elected in accordance with the terms of the Red Fiber Holdings limited liability company agreement, which gives certain investors in Red Fiber Holdings the right to designate managers of Red Fiber Holdings, who then also serve as directors of the Company. Two directors of the Company must be independent directors domiciled in Hawaii. The Chief Executive Officer of the Company does not serve on the Board.
The directors of the Company as of December 31, 2022 were:
Kelly C. Atkinson
Ms. Atkinson resigned from Brinks Home Security in 2022 as Chief Commercial Officer of Brinks Home Security, a security company that offers home security systems. Prior positions include Head of Marketing, Consumer and SMB for Charter Communications (2018-2020), a broadband connectivity company and cable operator; and Executive Vice President of Consumer Cable and Content for Rogers Communications (2017-2018), a communications and media company. Age: 56; Director since 2021.
Felix A. Bernshteyn
Mr. Bernshteyn joined Ares Management in 2017 and continues to serve as a Partner in the Private Equity Group. Ares Management is a global alternative investment manager operating in the credit, private equity and real estate markets.
Age: 39; Director since 2021.
Scott L. Graves
Mr. Graves joined Ares Management in 2017 and continues to serve as Partner, Co-Head in the Ares Private Equity Group, Portfolio Manager and Head of Special Opportunities. Ares Management is a global alternative investment manager operating in the credit, private equity and real estate markets. Mr. Graves resigned as a Director of Infrastructure and Energy Alternatives, Inc., a leading infrastructure construction company with specialized energy and heavy civil expertise, in 2022 He was appointed a Director of Savers Value Village, Inc, a thrift store retailer, and serves as Chairman of the Board and a member of the Compensation Committee. Age: 51; Director since 2021.
F. Gregory Guerra
Mr. Guerra is currently an Independent Consultant to fiber communications providers and private equity firms on matters related to the communications industry. Prior positions include President, Chief Operating Officer and Chief Strategy Officer (2019-2021) and Chief Operating Officer of Segra (2018-2019), which provides Business Internet, Ethernet, MPLS, Dark Fiber, IP, Managed Services, Voice, Data Center & Cloud solutions and Carrier services. Mr. Guerra also served as Chief Operating Officer of Spirit Communications (2017-2018), which provides voice, data, Internet and fiber optic solutions, along with a full suite of Cloud services to commercial businesses and government agencies across the Southeastern United States. Age: 55; Director since 2021.
Colleen W. Hanabusa
Ms. Hanabusa currently serves as an attorney at law in her private law practice since 2019. Previously, she served as a U.S. Congresswoman, representing the First Congressional District of the State of Hawai’i from 2017-2018. Age: 72; Director since 2021.
4
John T. Komeji
Mr. Komeiji resigned from Kamehameha Schools as Vice President and General Counsel in 2022. Kamehameha Schools is a private school system that offers a variety of educational programs and scholarship services for Hawaiian learners of all ages in Hawaii. Prior positions at Hawaiian Telcom, Inc. include President and General Manager (2018-2020) and Senior Vice President, Chief Administrative Officer and General Counsel (2016-2018). Hawaiian Telcom, Inc. is a telecommunications company that provides high-speed internet, phone, wireless and other services for homes and businesses. Age: 69; Director since 2021.
Anton Z. Moldan
Mr. Moldan joined Macquarie Asset Management in 2006 and serves as Senior Managing Director. Macquarie Asset Management is a global asset manager, integrated across public and private markets. Age: 38; Director since 2021.
Douglas C. Wiest
Mr. Wiest joined Macquarie Asset Management in 2019 as Division Director and continues to serve in this capacity. Macquarie Asset Management is a global asset manager, integrated across public and private markets. Age: 70; Director since 2021.
Christina M. Wire
Ms. Wire joined Google in 2007. She was appointed Vice President of Global Operations of YouTube in 2017 and continues to serve in this position. Google is multinational technology company focusing on artificial intelligence, online advertising, search engine technology, cloud computing, computer software, quantum computing, e-commerce, and consumer electronics. YouTube is an online video sharing and social media platform owned by Google. Age: 57; Director since 2021.
None of the directors have any familial relationships with any other directors or executives of the Company.
5
Executive Officers of the Registrant
The names, ages and positions of the executive officers of the Company as of December 31, 2022 were as follows:
Name |
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Age |
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Title |
Leigh R. Fox |
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50 |
|
President and Chief Executive Officer |
Joshua T. Duckworth |
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44 |
|
Chief Financial Officer |
Thomas E. Simpson |
|
50 |
|
Chief Operating Officer |
Christi H. Cornette |
|
67 |
|
Chief Culture Officer |
Christopher J. Wilson |
|
57 |
|
Vice President and General Counsel |
Officers are elected annually but are removable in accordance with the Red Fiber Holding’s limited liability company agreement.
LEIGH R. FOX, President and Chief Executive Officer since May 31, 2017; President and Chief Operating Officer of the Company from September 2016 to May 2017; Chief Financial Officer of the Company from October 2013 to September 2016; Chief Administrative Officer of the Company from July 2013 to October 2013; Senior Vice President of Finance and Operations from December 2012 to July 2013; Vice President of Finance at Cincinnati Bell Technology Solutions Inc. (CBTS) from October 2008 to December 2012.
JOSHUA T. DUCKWORTH, Chief Financial Officer of the Company since December 1, 2021; Vice President of Treasury, Corporate Finance and Inventor Relations from October 2017 to December 1, 2021; Vice President, Investor Relations and Controller of the Company from July 2013 to October 2017; Assistant Treasurer and Director of Investor Relations for Cincinnati Bell Inc. from August 2012 to July 2013; Assistant Controller for Cincinnati Bell Inc. from August 2010 to August 2012; Deloitte & Touche LLP's audit practice from October 2004 to August 2010.
CHRISTI H. CORNETTE, Chief Culture Officer of the Company since June 2017; Senior Vice President, Marketing of the Company from August 2013 to June 2017; Vice President, Marketing of the Company from October 2008 to August 2013; Director of CBTS Marketing from October 2002 to October 2008.
THOMAS E. SIMPSON, Chief Operating Officer since June 2017, Senior Vice President and Chief Technology Officer of the Company from January 2015 to June 2017; Vice President and Chief Technology Officer at Cincinnati Bell Technology Solutions (CBTS) from 2014 to 2015; Vice President, Research and Development at CBTS from 2010 to 2014; Director, Technical Operations at CBTS from 2008 to 2010.
CHRISTOPHER J. WILSON, Vice President and General Counsel of the Company since August, 2003.
Code of Ethics
The Company’s Code of Ethics for Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer is posted on the Company’s website at http://www.altafiber.com. Within the period of time required by the SEC, the Company will post on its website any amendment to its Code of Ethics for Senior Financial Officers and any waiver of such code relating to such senior financial officers.
Other
Following the Merger, certain oversight functions with respect to the business and affairs of the Company were assumed by Red Fiber Holdings, including functions previously performed by the Audit and Finance and Compensation Committees of the Company's Board of Directors, which were discontinued.
Since the Company’s Board is elected in accordance with the requirements of the Red Fiber Holdings limited liability company agreement, the Company does not maintain procedures by which security holders may recommend nominees to the Company’s Board. Since the Board does not have an Audit Committee and the functions formerly performed by its Audit Committee have been assumed by the Audit Committee of Red Fiber Holdings, the Board has not made a determination as to whether it has an “audit committee financial expert” (as defined in rules adopted by the SEC).
6
Item 11. Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the 2022 compensation program established by the Compensation Committee, the Board and the Red Fiber Holdings shareholders (the "Compensation Approvers") for our named executive officers (“NEOs”). Our named executive officers for 2022 were:
Name |
Position |
Leigh R. Fox |
President and Chief Executive Officer |
Joshua T. Duckworth |
Chief Financial Officer |
Thomas E. Simpson |
Chief Operating Officer |
Christi H. Cornette |
Chief Culture Officer |
Christopher J. Wilson |
Vice President and General Counsel |
Compensation Program Objectives
Our executive compensation program’s primary objectives are:
Elements of Compensation
Base Salary
Base salaries are provided to the Company’s NEOs for performing their day-to-day responsibilities. The base salaries of our NEOs are based on a review of the competitive market data for comparable executive positions by the Compensation Approvers.
Annual Incentives
Annual incentives are intended to motivate and reward senior executives for achieving the short-term business objectives of the Company.
Each year the Compensation Approvers establish a target annual incentive award opportunity for each NEO, which for 2022 was 100% of each officer’s annual salary.
Annual incentives are payable for the achievement of annual financial performance goals established by the Compensation Approvers. Payouts, if any, could range from 0% to 200% of the total target annual incentive, depending on the level of achievement of financial goals between threshold and superior levels of performance.
For 2022, the financial performance goals include Adjusted EBITDA for both the Network segment and IT Services and Hardware segment of the Company (see below for a definition), which was a key measure of profitability of the Company. Gross Margin Per Employee for the IT Services and Hardware segment was an additional financial performance goal for the 2022 plan year.
7
For 2022, the table below shows the target goals and results. These results, in connection with other non-financial performance goals, resulted in a total payout of 102% of target for Mr. Fox, Mr. Duckworth, and Ms. Cornette and a total payout of 100% of target for Messrs. Simpson and Wilson.
Financial Objective |
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Threshold (50% Payout) |
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Adjusted Target (100% Payout) |
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Superior (200% Payout) |
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2022 Actual Results |
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Network Adjusted EBITDA |
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50% |
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$ |
371 M |
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200% |
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$ |
355 M |
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IT Services and Hardware Adjusted EBITDA |
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50% |
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$ |
115 M |
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200% |
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$ |
118 M |
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IT Services and Hardware Gross Margin per Employee |
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50% |
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$ |
107,500 |
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200% |
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$ |
108,446 |
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For purposes of the annual incentive plan, Adjusted EBITDA was defined as operating loss (calculated in accordance with GAAP), plus depreciation, amortization, restructuring and severance related charges, transaction and integrations costs, transaction related employee retention agreements, loss on impairment of long-lived assets, certain legal costs, expenses associated with network transformation project and other special items.
Long-Term Incentives
Upon the closing of the Merger, Red Fiber Holdings established the Red Fiber Holdings LLC Long-Term Incentive Plan (the “LTIP”), which replaced the restricted cash award granted in 2021. Each LTIP award generally vests as follows: (i) 80% of the award vests in four equal annual installments, subject to accelerated vesting on a qualified public offering or a change in control (collectively a “liquidity event”), and (ii) 20% of the award vests only upon a liquidity event, in each case subject to continued employment. The LTIP provides for the funding of an award pool upon a liquidity event, provided that the liquidity event occurs prior to the 8th anniversary of the closing of the Merger. The amount of the award pool would be based on the extent to which certain investment return hurdles were satisfied in connection with the applicable liquidity event. Assuming that a liquidity event occurs within the designated time period, each participating employee (including each of the NEOs) would be entitled to a cash payment from Red Fiber Holdings equal to a percentage of the funded award pool. Neither the Company nor any of its subsidiaries is obligated to fund the payments, if any, earned under the LTIP. In exchange for these awards, each participating employee agreed to comply with certain non-competition, non-solicitation, non-disparagement, and confidentiality covenants. A participant would forfeit all of his or her award under the LTIP (whether vested or unvested) upon a violation of any of these restrictive covenants.
Benefits
NEOs hired prior to January 1, 2009 participate in the Cincinnati Bell Management Pension Plan (the “Management Pension Plan”) on the same basis as all other eligible salaried and certain non-union hourly employees. The Management Pension Plan is a qualified defined benefit plan with a nonqualified provision that applies to the extent that eligible earnings or benefits exceed the applicable Internal Revenue Code limits for qualified plans. The Company makes all required contributions to this plan. The Management Pension Plan was frozen in 2009 and no further credits, other than interest, are made to the plan. The executives, along with all other salaried employees, also participate in a 401(k) savings plan, which includes a Company matching contribution feature that vests 100% of such matching contributions in the employee’s account as they are made to the plan.
The value of the Company’s retirement program is not considered in any of the compensation decisions made with respect to other elements of NEO compensation, because the Company believes that the alignment of the interests of executives and shareholders is most effectively accomplished through its short- and long-term incentive compensation programs.
8
Determination of the Target Compensation Levels
The Compensation Approvers determine target compensation levels based on competitive market data.
Other Compensation Policies
Employment Agreements, Severance and Change in Control Payments and Benefits
The Company generally enters into employment agreements with the NEOs for several reasons. Employment agreements give the Company flexibility to make changes in key executive positions with or without a showing of cause, if terminating the executive is determined by the Company or the Board to be in the best interests of the Company. The agreements also minimize the potential for litigation by establishing separation terms in advance and requiring that any dispute be resolved through an arbitration process. The severance, change in control ("CIC") payments and benefits provided under the employment agreements as described in more detail in Potential Payments upon Termination of Employment or a Change in Control are important to ensure the retention of the NEOs.
Depending on the circumstances of their termination, the NEOs are eligible to receive severance benefits in the form of a multiple of annual base salary as a lump sum payment, continued access to Company-provided healthcare benefits for a defined period post-employment, and accelerated vesting of all equity as determined by the provisions in their employment agreements, which are discussed in detail in Potential Payments upon Termination of Employment or a Change in Control. Under a dismissal without cause or constructive discharge following a CIC, the Company provides the severance benefits because it serves the best interest of the Company and its shareholders to have executives focus on the business merits of possible change in control situations without undue concern for their personal financial outcome. In the case of a termination without cause or constructive discharge absent a CIC, the Company believes it is appropriate to provide severance at these levels to ensure the financial security of these executives, particularly in view of the non-compete provisions which state that, for 12 months (24 months in the case of the Chief Executive Officer) following termination, the executive will not compete with the Company or solicit customers or employees of the Company. Because these potential payments are triggered under very specific circumstances, such payments are not considered in setting pay or other elements of executive compensation. The Compensation Approvers have a policy that the Company will not enter into any new or materially amended employment agreements with NEOs providing for excise tax gross-up provisions with respect to payments contingent upon a CIC, and no NEO has an excise tax gross-up provision.
Compensation Committee Report
The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this report on Form 10-K with management. Based on our review and discussions with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this report on Form 10-K for the fiscal year ended December 31, 2022.
COMPENSATION COMMITTEE of Red Fiber Holdings
Kelly C. Atkinson
Anton Z. Moldan
9
Compensation Tables
Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for the 2020, 2021 and 2022 fiscal years.
Name, |
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Year |
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Salary |
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Bonus |
|
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Stock |
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Option |
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Non-Equity |
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Change in |
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All Other |
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Total |
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Leigh R. Fox |
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2022 |
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690,100 |
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— |
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— |
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— |
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1,479,765 |
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— |
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12,200 |
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2,182,065 |
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President and |
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2021 |
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664,434 |
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1,000,000 |
|
|
|
— |
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|
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— |
|
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1,582,635 |
|
|
|
— |
|
|
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11,600 |
|
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3,258,669 |
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Chief Executive Officer |
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2020 |
|
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690,100 |
|
|
— |
|
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— |
|
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— |
|
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840,850 |
|
|
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33,301 |
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11,400 |
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1,575,651 |
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Joshua T. Duckworth |
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2022 |
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380,000 |
|
|
|
— |
|
|
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— |
|
|
|
— |
|
|
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450,575 |
|
|
|
— |
|
|
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12,200 |
|
|
|
842,775 |
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Chief Financial Officer |
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2021 |
|
|
222,837 |
|
|
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300,000 |
|
|
|
— |
|
|
|
— |
|
|
|
249,956 |
|
|
|
— |
|
|
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11,600 |
|
|
|
784,393 |
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Thomas E. Simpson |
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2022 |
|
|
477,405 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
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638,115 |
|
|
|
— |
|
|
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11,058 |
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1,126,578 |
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Chief Operating Officer |
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2021 |
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465,104 |
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700,000 |
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|
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— |
|
|
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— |
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721,214 |
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|
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— |
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11,600 |
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1,897,918 |
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2020 |
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477,405 |
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|
|
— |
|
|
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— |
|
|
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— |
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581,693 |
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|
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28,002 |
|
|
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11,400 |
|
|
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1,098,500 |
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Christi H. Cornette |
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2022 |
|
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403,142 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
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481,709 |
|
|
|
— |
|
|
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7,735 |
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|
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892,586 |
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Chief Culture Officer |
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2021 |
|
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377,250 |
|
|
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450,000 |
|
|
|
— |
|
|
|
— |
|
|
|
541,803 |
|
|
|
— |
|
|
|
11,600 |
|
|
|
1,380,653 |
|
|
|
2020 |
|
|
403,142 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
491,207 |
|
|
|
59,504 |
|
|
|
11,400 |
|
|
|
965,253 |
|
Christopher J. Wilson |
|
2022 |
|
|
390,411 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
488,947 |
|
|
|
— |
|
|
|
11,094 |
|
|
|
890,452 |
|
Vice President and |
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2021 |
|
|
380,352 |
|
|
|
375,000 |
|
|
|
— |
|
|
|
— |
|
|
|
556,904 |
|
|
|
— |
|
|
|
11,600 |
|
|
|
1,323,856 |
|
General Counsel |
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2020 |
|
|
390,411 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
475,695 |
|
|
|
95,169 |
|
|
|
11,400 |
|
|
|
972,675 |
|
10
11
Grants of Plan-Based Awards
The following table sets forth information concerning annual incentive grants to the NEOs during the year ended December 31, 2022:
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Estimated Future Payouts |
|
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Name |
Threshold |
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Target |
|
Maximum |
|
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Leigh R. Fox |
|
|
|
|
|
|
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Annual cash incentive |
|
345,050 |
|
|
690,100 |
|
|
1,380,200 |
|
Joshua T. Duckworth |
|
|
|
|
|
|
|||
Annual cash incentive |
|
190,000 |
|
|
380,000 |
|
|
760,000 |
|
Thomas E. Simpson |
|
|
|
|
|
|
|||
Annual cash incentive |
|
238,703 |
|
|
477,405 |
|
|
954,810 |
|
Christi H. Cornette |
|
|
|
|
|
|
|||
Annual cash incentive |
|
201,571 |
|
|
403,142 |
|
|
806,284 |
|
Christopher J. Wilson |
|
|
|
|
|
|
|||
Annual cash incentive |
|
195,206 |
|
|
390,411 |
|
|
780,822 |
|
Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table
During 2022, all of the NEOs were employed pursuant to agreements with the Company. Each employment agreement sets forth, among other things, the NEO’s base salary, annual incentive opportunities, entitlement to participate in the Company’s benefit and pension plans and to receive equity awards and post-termination benefits and obligations.
In connection with the Merger, each NEO received a new employment agreement, which is summarized below:
Each employment agreement has a term of one year, which automatically renews on the anniversary date for a period of one year, until termination of the NEO’s employment. Under certain termination scenarios, the NEO may be entitled to additional compensation as follows:
The agreement provides that the executive will not compete with the Company, nor solicit customers or employees of the Company, nor interfere with the Company’s business in any other way for a period of two years following termination. Because these potential payments are triggered under very specific circumstances, such payments are not considered in setting pay or other elements of executive compensation.
The payments to the NEOs upon termination, including termination following a CIC as of December 31, 2022 are described in Potential Payments upon Termination of Employment or a Change in Control.
12
Outstanding Equity Awards at Fiscal Year-End
Our NEOs did not hold any equity awards as of December 31, 2022 and therefore we have omitted this table.
Option Exercises and Stock Vested
Our NEOs did not hold any equity awards as of December 31, 2022 and therefore we have omitted this table.
Pension Benefits
In February 2009, the Company made significant changes to the Management Pension Plan. The Company froze pension benefits for plan participants who were not grandfathered participants (as previously described in Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table). Thereafter, the Company amended the Management Pension Plan to stop accruals based upon compensation paid after June 30, 2013 or services after the pay period ended June 29, 2013 for all participants, including grandfathered participants. Messrs. Fox, Simpson and Wilson are not grandfathered participants and no longer accrue additional benefits under such plan based on current compensation or service. Ms. Cornette is a grandfathered participant but no longer accrues additional benefits under such plan based on current compensation or service. In addition, any employee hired on or after January 1, 2009 was not eligible to participate in the Management Pension Plan. As a result, Mr. Duckworth is not eligible to participate in the Management Pension Plan.
The following table sets forth information regarding pension benefits:
Name |
|
Plan Name |
|
Number of |
|
|
Present Value |
|
|
Payments |
|
|||
Leigh R. Fox |
|
Qualified Defined Benefit Plan (d) |
|
|
9 |
|
|
|
86,854 |
|
|
|
— |
|
|
|
Non-Qualified Excess Plan (e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Thomas E. Simpson |
|
Qualified Defined Benefit Plan (d) |
|
|
8 |
|
|
|
77,345 |
|
|
|
— |
|
|
|
Non-Qualified Excess Plan (e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
|
|
|
77,345 |
|
|
|
— |
|
|
Christi H. Cornette |
|
Qualified Defined Benefit Plan (d) |
|
|
12 |
|
|
|
490,168 |
|
|
|
— |
|
|
|
Non-Qualified Excess Plan (e) |
|
|
12 |
|
|
|
26,342 |
|
|
|
— |
|
|
|
Total |
|
|
|
|
|
516,510 |
|
|
|
— |
|
|
Christopher J. Wilson |
|
Qualified Defined Benefit Plan (d) |
|
|
10 |
|
|
|
298,579 |
|
|
|
— |
|
|
|
Non-Qualified Excess Plan (e) |
|
|
10 |
|
|
|
124,616 |
|
|
|
— |
|
|
|
Total |
|
|
|
|
|
423,195 |
|
|
|
— |
|
|
A participant’s account under the Management Pension Plan is also generally credited with assumed interest for each calendar year at a certain interest rate. Such interest rate for 2022 was 4.0% per annum.
13
Potential Payments upon Termination of Employment or a Change in Control
The following table shows potential payments to the NEOs directly and indirectly on their behalf under existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios involving a CIC or termination of employment, assuming a December 31, 2022 termination.
Name |
|
Executive Payment on Termination |
|
Involuntary |
|
|
Change in |
|
|
Death |
|
|
Disability |
|
||||
Leigh R. Fox |
|
Base Salary |
|
|
1,380,200 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Annual Incentive (a) |
|
|
704,765 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Long-Term Incentive (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Basic Benefits (c) |
|
|
36,243 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
2,121,208 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Joshua T. Duckworth |
|
Base Salary |
|
|
760,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Annual Incentive (a) |
|
|
388,075 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Long-Term Incentive (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Basic Benefits (c) |
|
|
36,243 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
1,184,318 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Thomas E. Simpson |
|
Base Salary |
|
|
954,810 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Annual Incentive (a) |
|
|
475,615 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Long-Term Incentive (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Basic Benefits (c) |
|
|
40,980 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
1,471,405 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Christi H. Cornette |
|
Base Salary |
|
|
806,284 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Annual Incentive (a) |
|
|
411,709 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Long-Term (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Basic Benefits (c) |
|
|
13,917 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
1,231,910 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Christopher J. Wilson |
|
Base Salary |
|
|
780,822 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Annual Incentive (a) |
|
|
388,947 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Long-Term Incentive (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Basic Benefits (c) |
|
|
36,243 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
1,206,012 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
14
If any of the executives elects to voluntarily terminate employment with the Company, or if they are terminated by the Company for cause, they are entitled to no payments from the Company other than those benefits which they have a non-forfeitable vested right to receive (the “vested amounts”), which include any shares of stock they own outright and vested amounts under the Company’s long-term incentive, pension and savings plans.
In addition to any applicable “vested amounts,” an executive will be entitled to receive certain additional benefits under their employment agreements described on page 12 above, if one of the four termination scenarios detailed in the above table and discussed below occurs. Regardless of the termination scenario, the NEOs will continue to be bound by the non-disclosure, non-compete and non-solicitation provisions of their employment agreements.
If an executive is terminated by the Company without cause (an involuntary not for cause termination), the executive will be entitled to the following:
If an executive is terminated following a CIC, the executive will be not be entitled to any payments beyond compensation accrued to the date of termination.
If an executive is “terminated” because of his or her death, the executive’s beneficiary will be entitled to unpaid compensation accrued to the date of death.
If an executive is terminated by reason of disability, the executive will be entitled to the following:
Receipt of the above-described payments (other than the “vested amounts”) is conditioned upon the executive executing a release of claims in favor of the Company.
Under all of the termination scenarios in the preceding table, as of December 31, 2022, Messrs. Fox, Simpson, and Wilson and Ms. Cornette had certain “vested amounts” to which they were entitled as follows: Mr. Fox - $84,508, Mr. Simpson - $74,257, Ms. Cornette - $408,449 and Mr. Wilson - $416,803.
15
CEO Pay Ratio
As required by the SEC, we are providing the following information about the relationship between the annual total compensation (“ATC”) of our employees and the ATC of Mr. Fox, our President and Chief Executive Officer (the “PEO”).
For 2022, our last completed fiscal year,
Based on this information, for 2022 the resulting pay ratio between the ATC of the PEO to the ATC of the median employee was 25:1.
To identify the median employee, we took the following steps:
Director Annual Compensation Program
The Director Annual Compensation Program provides for an annual retainer of $100,000 per director and is only payable to Colleen W. Hanabusa and John T. Komeiji. None of the other directors received compensation from the Company for their service on the board.
2022 Director Compensation
The following table shows the compensation paid to our non-employee directors for the 2022 fiscal year:
|
|
DIRECTOR COMPENSATION |
|
|||||||||||||
Name |
|
Fees Earned or |
|
|
Stock |
|
|
Option |
|
|
Total ($) |
|
||||
Colleen Hanabusa |
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
John T. Komeiji |
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
16
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
As of December 31, 2022, there were 100 common shares of the Company issued and outstanding, all of which were held by Red Fiber Parent. Red Fiber Parent is an indirect wholly-owned subsidiary of Red Fiber Holdings. Directors and executive officers of the Company do not beneficially own any of the Company’s common shares.
As of December 31, 2022, the Company did not maintain any compensation plans (including any individual compensation arrangements) under which equity securities of the Company were authorized for issuance.
17
Certain Relationships and Related Party Transactions
The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is the Company’s preference to avoid related party transactions. Current SEC rules define a related party transaction to include any transaction, arrangement or relationship: (i) in which the Company is a participant, (ii) in which the transaction has an aggregate value greater than $120,000, and (iii) in which any of the following persons has or will have a direct or indirect material interest:
The Company's Code of Business Conduct, the Company’s Code of Ethics for Senior Financial Officers and the Company’s Code of Ethics for Directors require directors, officers and all other members of the workforce to avoid any relationship, influence or activity that would cause or even appear to cause a conflict of interest. The Company’s Code of Business Conduct, Code of Ethics for Senior Financial Officers and Code of Ethics for Directors generally require (i) a director to promptly disclose to the Governance and Nominating Committee any potential or actual conflict of interest involving him or her and (ii) an employee, including the executive officers, to promptly disclose a conflict of interest to the General Counsel. The Governance and Nominating Committee (and, if applicable, the General Counsel) determines an appropriate resolution to actual or potential conflicts of interest on a case-by-case basis. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests.
All related party transactions are required to be disclosed in the Company's applicable filings with the SEC under the SEC rules. In 2022, there were no related party transactions requiring disclosure.
Director Independence
Since the Merger, the Company is no longer subject to the director independence requirements of the federal securities laws or the rules of any stock exchange. Accordingly, the Board has not made any determination that any director who has served on the Board since the Merger is independent under any such requirements. Further, since the Merger, the Board no longer has an audit, nominating or compensation committee (the functions of which have been assumed by Red Fiber Holdings) and, therefore, is no longer subject to any director independence requirement of the federal securities laws or the rules of any stock exchange with respect to any such committee.
18
PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibits
Certificate of the Chief Executive Officer Pursuant to Rule 15d-14(a) |
|
|
|
Certificate of the Chief Financial Officer Pursuant to Rule 15d-14(a) |
+ Filed herewith.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cincinnati Bell Inc. has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: |
March 22, 2024 |
|
/s/ Joshua T. Duckworth |
|
|
|
Joshua T. Duckworth |
|
|
|
Chief Financial Officer |
20