2018 Summary Annual Report and Proxy Statement Leadership •••
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2018 Summary Annual Report and Proxy Statement Leadership ••• SENIOR LEADERSHIP TEAM Daniel J. McCarthy Sheldon L. Bruha John A. Maduri President and Chief Executive Officer Interim Chief Financial Officer Executive Vice President and Chief Customer Officer Kenneth W. Arndt Steve Gable Executive Vice President and Executive Vice President and Mark D. Nielsen Chief Operations Officer Chief Technology Officer Executive Vice President and Chief Legal Officer Elisa Bannon-Jones John J. Lass Executive Vice President and Executive Vice President and Chief Human Resources Officer Chief Transformation Officer BOARD OF DIRECTORS Pamela D. A. Reeve Peter C.B. Bynoe Diana S. Ferguson Edward Fraioli Daniel J. McCarthy Michael R. McDonnell Chairman of the Board Biographic information about Frontier’s directors is included in the company’s Proxy Statement and posted to its website. Virginia P. Ruesterholz Robert A. Schriesheim Howard L. Schrott Letter from the President & CEO ••• Fellow Shareholders, I am pleased to invite you to our Annual Meeting of Shareholders to be held online on Tuesday, May 7, 2019, at 10 a.m. EDT. During the annual meeting, we will review the initiatives under way to stabilize Frontier Communications’ financial and operating performance. We faced another challenging year in 2018, and I am keenly aware that Frontier’s stock price performance was a disappointment to our investors. I am nonetheless encouraged by the company’s improved results in recent quarters, as well as the nascent results of the transformation program our employees have named the Journey Forward. Our entire leadership is focused on operational improvements to reduce customer churn, sell more products and services, and increase revenue and profitability. Our Journey Forward program is not simply a cost-cutting exercise. It is a cross-functional effort to alter the financial, operational, and strategic trajectory of the business, with the goal of producing game-changing Daniel J. McCarthy results. Every pillar of the business is involved: strategy, President and Chief Executive Officer operations, human resources, customer care, finance, and more. With the full support of our Board of Directors, we have committed to a high-magnitude, high-velocity effort to reshape the company, adhering to strict timetables. The Journey Forward is an ongoing, tightly focused program. It is led by cross-functional teams of talented employees who are separated from their day-to-day responsibilities for a defined period. Teams engage in “microbattles” focused on discrete issues that, once resolved, can be scaled to the benefit of the entire organization. Our strategic repositioning is centered on improvements in three broad categories applicable to both our consumer and commercial segments: • Revenue enhancements • Operational enhancements • Care and technical support Letter from the President & CEO ••• Revenue Enhancements Care and Technical Support One key initiative of the Journey Forward is the No matter how automated a business, personal specialized and enhanced training we are delivering in our relationships are the key to sustained success and a customer care centers. The dedicated employees who good reputation. Our customer care, technical support staff the centers are frequently our first point of contact operations, information technology, and security with customers. Their product knowledge, technical teams are committed to building bridges among all proficiency, and personal commitment can significantly company constituents. At a time when cybersecurity reduce churn and spur the sale of new products. tops everyone’s concerns, we take our customers’ Improved sales proficiency is coming at exactly the right privacy and security very seriously. Our network moment, given Frontier’s exciting new offerings for defenses are strong, and we take pride in delivering small/medium businesses and for enterprise segments. secure, dedicated access for our customers. It is Our new commercial offerings include: important customers know Frontier has their backs. • Frontier Anyware UCaaS, a cloud-based, unified The Year Ahead communications as a service (UCaaS) solution for small and medium-size business and enterprise As I write this letter, the Journey Forward is moving customers; full steam ahead. We have completed four initiatives which, along with others underway, resulted in 21 • Frontier Connect WAN, an end-to-end software- scalable solutions. Estimates indicate that these 21 defined wide-area network (SD-WAN) solution that solutions will represent a total benefit of approximately meets the rising data-driven and multilocation management demands of business customers; $200 million in earnings before interest, taxes, depreciation, and amortization (EBITDA). • Frontier Connect-Cloud, which uses our ethernet network to give customers a cloud connection for In sum, 2018 was a year of challenge and intense focus. highly secure, private, dedicated access to leading We continued to systematically identify and address third-party cloud service providers; and opportunities for improvement. We are wholeheartedly committed to a transformation program that will • Frontier Simply Wi-Fi Secure, which offers midsize deepen and accelerate these efforts across the businesses a secure, fully managed wireless network organization. Processes are in place, and early results as well as valuable analytic data. are encouraging. We ask for your support of this work. Operational Enhancements Our various transformative initiatives in field operations Sincerely, fall within the category of operational enhancements but, by their nature, will have ripple effects across revenue and customer-care enhancements. We are working to make more-efficient allocations of resources in the field, leading to faster customer-response times. Reductions in Daniel J. McCarthy unnecessary truck rolls or dispatches means more time President and Chief Executive Officer with customers. While these improvements are being made, we have nearly finished expanding the availability of gigabit broadband across our entire fiber-optic service (FiOS) footprint. In 2019 we will deploy 10 gigabit fiber services for commercial customers as well as for 5G backhaul capacity. One of the beauties of fiber is that these enhancements can take place with relative ease, little disruption, and manageable expense. 401 Merritt 7, Norwalk, CT 06851 (203) 614-5600 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS VIRTUAL MEETING OF STOCKHOLDERS VIA LIVE WEBCAST Time and Date: 10:00 a.m., Eastern Time, on May 7, 2019 Items of Business: • To elect 9 directors; • To consider and vote upon an advisory proposal to approve executive compensation; • To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2019; • To vote on a stockholder proposal on equity compensation, if properly brought before the meeting; and • To transact any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting. Record Date: Stockholders of record at the close of business on March 11, 2019 are entitled to vote at the meeting or any adjournments or postponements thereof. Your vote is very important. On or about March 27, 2019, we mailed a Notice of Internet Availability of Proxy Materials (the Notice). The Notice includes instructions on how to access our Proxy Statement and 2018 Annual Report and vote online. Stockholders who received a printed copy of our proxy materials may also vote by mail by signing, dating and returning the proxy card in the envelope provided. Voting now will not limit your right to change your vote or participate in the meeting. This year’s Annual Meeting will be a virtual meeting, which means that you will be able to participate in the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/FTR2019. The Annual Meeting is virtual and will be conducted via the Internet; stockholders will not be able to attend the Annual Meeting in person. By Order of the Board of Directors Mark D. Nielsen Executive Vice President, Chief Legal Officer and Secretary March 27, 2019 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 7, 2019. The Proxy Statement and 2018 Annual Report are available at www.proxyvote.com. You will need the control number provided on your Notice, proxy card or voting instructions to access these materials electronically. TABLE OF CONTENTS PROXY SUMMARY 1 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 4 OWNERSHIP OF COMMON STOCK 10 PROPOSAL 1: ELECTION OF DIRECTORS 12 Election Process 12 Nominations 12 Director Qualifications 12 Annual Board Evaluation Process 13 Director Nominees 14 DIRECTOR COMPENSATION 19 CORPORATE GOVERNANCE 21 Leadership Structure 21 Chief Executive Officer Succession 21 Chief Executive Officer Pay Ratio 22 Director Independence 22 Risk Management and Board Oversight 22 Attendance at Meetings 23 Committees of the Board 23 Director Stock Ownership Guideline 24 Executive Sessions of the Board of Directors 24 Communications with the Board of Directors 25 Code of Business Conduct and Ethics 25 Related Person Transactions Policy 25 EXECUTIVE COMPENSATION 26 Compensation Discussion and Analysis 26 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 51 PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 54 PROPOSAL 4: STOCKHOLDER PROPOSAL ON EQUITY COMPENSATION 55 PROPOSALS BY STOCKHOLDERS 59 PROXY SUMMARY PROXY SUMMARY