John Stratton
About John Stratton
Executive Chairman of Frontier Communications (Frontier Communications Parent, Inc.) since April 2021; age 64; Harvard Business School Advanced Management Program. Former Verizon executive (COO, CMO, EVP/President roles) with a record of restructuring and margin expansion. Under Frontier’s turnaround, 2024 marked the first full-year revenue growth in 15 years, with prior EBITDA growth achieved in 2023; fiber footprint reached ~7.8 million locations (doubled since 2020). Company cumulative TSR since listing (May 4, 2021) translated to $128.76 on a $100 initial investment for 2024; peer index $114.28; 2024 net income was a loss of $322 million.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Verizon Communications | EVP & President, Global Operations; EVP & President, Global Enterprise & Consumer Wireline; EVP & President, Verizon Enterprise Solutions; EVP & COO, Verizon Wireless; EVP & CMO | 2001–2018 | Led wireless restructuring yielding ~380 bps margin expansion over three years; optimized wireline via ~$14B divestitures and ~$5B acquisitions; P&L responsibility for >$120B revenue, 140k employees; recognized by Ad Age as #2 global “power player” (2009). |
External Roles
| Organization | Role | Years | Strategic relevance |
|---|---|---|---|
| Abbott Laboratories | Director | 2017–Present | Large-cap healthcare board experience, risk and audit oversight exposure. |
| General Dynamics Corporation | Director | 2020–Present | National security/aerospace governance, complex program oversight. |
| SubCom, LLC (private) | Board member | 2019–Present | Subsea fiber infrastructure exposure aligned with telecom expertise. |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base salary | $1,000,000 | As of Dec 31, 2024. |
| Target bonus (% of salary) | 200% | Annual Incentive Plan target. |
| Target bonus ($) | $2,000,000 | Based on 200% of salary. |
| Actual bonus paid (2024 performance) | $2,432,000 | 2024 AIP payout at 121.6% of target. |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 45% | $2,000 (50%) | $2,200 (100%) | $2,400 (200%) | $2,251 (125.3%) | 56.4% |
| Revenue ($M) | 20% | $5,500 (50%) | $5,800 (100%) | $6,100 (200%) | $5,937 (145.7%) | 29.1% |
| Fiber Locations Constructed | 17.5% | 1,100,000 (50%) | 1,300,000 (100%) | 1,500,000 (200%) | 1,331,322 (115.7%) | 20.2% |
| Net Fiber Broadband Adds | 17.5% | 320,000 (50%) | 400,000 (100%) | 480,000 (200%) | 384,720 (90.5%) | 15.8% |
| Weighted average payout | 121.6% |
Long-Term Incentives (LTI) – 2024 Grants
| Award | Target value | Target shares | Key terms |
|---|---|---|---|
| PSUs | $4,000,000 | 171,748 | 3-year performance (2024–2026); metrics equally weighted: Adjusted Fiber EBITDA (33.3%), Fiber Revenue (33.3%), Relative TSR vs S&P MidCap 400 (33.3%); 50–200% payout range; expected settlement Mar 2027 (subject to merger treatment). |
| RSUs | $2,000,000 | 85,874 | Time-based RSUs vest in equal thirds in March 2025, 2026, 2027 (standard schedule). |
Notes: In 2025, PSU design removed the Relative TSR modifier (50% Adjusted Fiber EBITDA, 50% Fiber Revenue) to reflect limited stock-price influence due to pending Verizon transaction.
Realized/Reported Compensation (context)
| Year | Salary | Stock awards | Non-equity incentive (AIP) | Total |
|---|---|---|---|---|
| 2024 | $1,000,000 | $3,996,851 | $2,432,000 | $7,439,201 |
| 2023 | $1,000,000 | $0 | $2,300,000 | $3,309,900 |
| 2022 | $1,000,000 | $31,454,234 | $2,060,000 | $34,523,484 |
Commentary: Large 2022 stock award reflects emergence/turnaround equity; no 2023 stock grant; resumed balanced RSU/PSU mix in 2024 ($6M target LTI; 67% PSUs / 33% RSUs).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,872,593 shares; <1% of outstanding (250.2M shares outstanding as of Mar 25, 2025). |
| Unvested RSUs at 12/31/24 | 85,874 |
| Unearned PSUs at target (12/31/24) | 171,748 |
| Shares acquired on vesting in 2024 | 2,472,890; value realized $59,482,018 |
| Stock ownership guidelines | CEO 6x salary; other executive officers 3x salary; 5-year compliance window. |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless specifically pre-approved by Chief Legal Officer. |
| Director comp participation | Not applicable; as Executive Chairman, he is compensated under executive program and does not receive director pay. |
Note: Company prohibits hedging and generally pledging; no pledging by Stratton is disclosed.
Employment Terms
| Provision | John Stratton (Executive Chairman) |
|---|---|
| Role start date | Director and Executive Chairman since April 2021. |
| Severance (no CIC): termination without cause / good reason | Cash: 2x base salary + 2x target bonus; pro-rated current-year bonus; RSUs fully vest; PSUs vest at target; 18 months subsidized benefits. |
| Severance (CIC-related): within 6 months prior/24 months after CIC | Cash: 2x base salary + 2x target bonus; pro-rated current-year bonus; RSUs fully vest; PSUs vest at target/actual (per plan); 18 months subsidized benefits. |
| CIC equity treatment (plan-level) | If buyer provides “replacement awards,” awards convert and continue; if not, unvested awards accelerate at CIC; if replaced, double-trigger vesting applies upon qualifying termination within 24 months. |
| Clawback policy | Adopted Sept 2023; recovery of excess incentive compensation upon restatement (3-year lookback). |
| Insider trading policy | Formal policy; attached to 2024 10-K; governs compliance with laws and Nasdaq standards. |
Transaction-related actions: To mitigate potential 280G/4999 issues, the Committee accelerated certain 2024 bonuses and early-2025 equity settlements into December 19, 2024 for NEOs other than Mr. Stratton (target AIP, certain RSUs/PSUs).
Board Governance (service history, roles, independence)
- Board service: Director since April 2021; Executive Chairman since April 2021.
- Committee memberships: Strategic Review Committee member (established June 2024).
- Independence: Not independent (as an executive); 8 of 10 directors are independent.
- Board leadership structure: Separate CEO and Executive Chairman roles; Lead Independent Director in place with defined charter.
- Board/committee meetings: 16 Board meetings in 2024; average director attendance 97.8% (individual attendance rates not disclosed).
- Director compensation: Executive Chairman does not receive director retainers/RSUs.
Director Compensation Context (non-employee directors)
| Element (2024) | Amount/Notes |
|---|---|
| Core annual retainer (cash + RSUs) | $115,000 cash + $150,000 RSUs; committee chair/member retainers incremental; Strategic Review Committee had separate retainers. |
| Example total (range) | 2024 totals ranged ~$281k–$335k by director role. |
| Ownership guideline (directors) | 5x annual core cash comp ($500k) within 5 years; RSUs count. |
Note: Stratton, as Executive Chairman, is compensated as an executive, not under this program.
Performance & Track Record (Frontier under turnaround)
- 2024: Achieved full-year revenue growth for first time in 15 years; continued organic Adjusted EBITDA growth.
- Fiber buildout: ~1.3M new fiber locations in 2024; ~7.8M total locations passed at YE 2024 (more than doubled since 2020).
- Operating progress: Record 385k fiber broadband net adds (+19% YoY); churn 1.36%; $597M gross annualized cost savings as of YE 2024.
- TSR/financials: 2024 cumulative TSR value $128.76 on $100 initial (since listing), peer index $114.28; 2024 net income (loss) $(322)M.
Compensation Structure Analysis (alignment, red flags)
- Strong pay-at-risk design: AIP weighted to Adjusted EBITDA (45%) and revenue (20%), with build/sell metrics (fiber locations, net fiber adds, 17.5% each); LTI tilted to PSUs (67%) with multi-year operating goals and relative TSR (2024–2026).
- 2024 AIP paid at 121.6% driven by EBITDA and revenue outperformance.
- 2025 PSU design removed TSR and increased operating metric weights (50%/50%) given pending Verizon merger (limits management influence on stock price) – governance-aware metric shift.
- Clawback in place; no single-trigger cash severance; double-trigger CIC standard; hedging prohibited; pledging restricted.
- Say-on-Pay support: 85% approval at 2024 AGM, following investor engagement.
- Consultant independence: Willis Towers Watson engaged; Committee determined no conflicts.
- Peer group calibrated to telecom/IT comparables for benchmarking.
Potential pressure points:
- Large vesting volumes in 2024: Stratton acquired 2,472,890 shares on vesting in 2024 (value $59.48M), reflecting prior-cycle awards; monitor any subsequent Form 4 activity for selling pressure (not disclosed here).
- 280G mitigation actions accelerated awards for other NEOs, but not Stratton – reduces tax-excise exposure and preserves deductibility; governance-positive for Executive Chairman optics.
Equity Ownership & Alignment Details (granular)
| As of Dec 31, 2024 | Shares/Value |
|---|---|
| Unvested RSUs | 85,874 |
| PSUs (target, unearned) | 171,748 |
| Stock vested (2024) | 2,472,890 shares; $59,482,018 value realized |
| Beneficial ownership (Mar 25, 2025) | 1,872,593 shares; <1% of 250.2M outstanding |
Policies: robust ownership guidelines (CEO 6x salary; others 3x), hedging prohibited, pledging restricted; executives expected to reach guidelines within 5 years.
Employment Terms (severance/CIC economics snapshot)
| Scenario | Cash multiple | Bonus treatment | Equity vesting | Benefits |
|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | 2x salary + 2x target | Pro-rated current-year bonus | RSUs fully vest; PSUs vest at target | 18 months subsidized benefits |
| CIC-related termination (±6 months pre / 24 months post) | 2x salary + 2x target | Pro-rated current-year bonus | RSUs fully vest; PSUs vest at target/actual per plan; double-trigger if awards replaced | 18 months subsidized benefits |
Plan mechanics: If acquirer provides “replacement awards,” awards generally continue and vest on double-trigger termination; if no replacement, vest at CIC per plan.
Investment Implications
- Alignment: High at-risk pay with explicit fiber operating targets and EBITDA/revenue metrics; removal of TSR from 2025 PSU enhances controllability amid pending Verizon deal.
- Retention risk: Executive Chairman protections are robust (2x salary+bonus, full vest at target on certain terminations), lowering involuntary exit risk; governance mitigants include clawback and double-trigger CIC.
- Selling pressure: 2024 saw significant vesting for Stratton from prior awards; absent Form 4 detail here, monitor 10b5-1 activity and any pledging approvals (pledging generally prohibited).
- Governance/dual-role: Executive Chairman is not independent; however, the board maintains a Lead Independent Director with defined authority and fully independent committees, which tempers dual-role concerns.
- Pay-for-performance credibility: 2024 AIP paid above target on operational outperformance; Say-on-Pay support at 85% suggests investor acceptance of program design during transformation.