Margaret Smyth
About Margaret M. Smyth
Independent director since June 2021; age 61. Partner, Global Infrastructure at QIC and former CFO of National Grid USA, with deep finance, risk, and M&A expertise. Education: BA Economics (Fordham University) and MS Accounting (NYU Stern); designated as an “audit committee financial expert.” Tenure on FYBR board: since June 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QIC (Global Infrastructure) | Partner; Senior Advisor, Global Infrastructure and Chair | 2022–present | Focused on ESG-themed investments in energy/utilities, transport, social sectors; strategic and risk leadership |
| National Grid US | Chief Financial Officer | 2014–2021 | Led transformation of finance/business services; improved operating profit, returns, capex, and rate base over five-year CAGR |
| Consolidated Edison, Inc. | Vice President of Finance | 2012–2014 | Finance leadership |
| United Technologies | VP & CFO, Hamilton Sundstrand; VP & Corporate Controller | 2010–2011; 2007–2010 | Restructured $25B US Shared Services; cost reduction and error rate improvements |
| 3M Corporation | Vice President & Chief Accounting Officer | 2005–2007 | Corporate accounting leadership |
| Deloitte & Touche LLP | Managing Partner (Technology, Telecom & Media) | Prior years noted | Senior leadership in sector practices |
| Arthur Andersen LLP | Assurance Partner in Charge, North American Communications & Media; other roles | 1985–2002 | Led numerous M&A, IPO, debt offerings for major clients |
External Roles
| Organization | Type | Role | Tenure | Notes/Committees |
|---|---|---|---|---|
| Remitly Global, Inc. | Public company | Director | 2021–present | Board experience through IPO; payments/fintech exposure |
| Etsy, Inc. | Public company | Director | 2016–present | E-commerce marketplace governance |
| Lilium N.V. | Public company | Director | 2021–2024 | Board role through IPO; aerospace/mobility |
| Vonage Holdings Corp. | Public company | Director | 2012–2016 | Telecom/cloud communications |
| Martha Stewart Living Omnimedia Inc. | Public company | Director | 2012–2015 | Media/consumer brand; sale to Sequential Brands |
| Pearce Services LLC | Private company | Director | 2024–present | Services sector |
| CenTrio (QIC portfolio) | Private company | Director | 2021–present | District energy |
| Renewa (QIC portfolio) | Private company | Director | 2022–present | Renewable energy |
| MoA Funds | Other | Board member | 2005–present | Investment oversight |
| Aspen Institute’s Henry Crown Fellows | Non-profit fellowship | Fellow/member | 2006–present | Leadership network participation |
Board Governance
- Committees: Audit (Chair), Nominating and Corporate Governance, Strategic Review. The Board determined Smyth is independent; Audit Committee includes five independent directors and Smyth is an SEC-defined audit committee financial expert.
- Attendance: Board held 16 meetings in 2024; average attendance 97.8%, and each director attended at least 93% of Board and standing committee meetings. Audit Committee met six times in 2024.
- Executive sessions: Independent director executive sessions presided by the Lead Independent Director; committee sessions chaired by the applicable committee Chair.
Committee Assignments
| Committee | Role |
|---|---|
| Audit | Chair |
| Nominating & Corporate Governance | Member |
| Strategic Review | Member |
Fixed Compensation
| Director | 2024 Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Margaret M. Smyth | 155,000 | 179,505 | 334,505 |
- Program elements (2024): Annual cash retainer $115,000; annual RSU award $150,000. Committee Chair cash retainers: Audit $25,000; Compensation & Human Capital $20,000; Nominating & Corporate Governance $15,000; Strategic Review $60,000. Lead Independent Director cash retainer: $25,000. Committee member RSU retainers: Audit $15,000; Compensation & Human Capital $12,000; Nominating & Corporate Governance $10,000; Strategic Review member cash $30,000.
- RSU valuation and vesting: Annual RSU grants valued at $150,000 vest May 31, 2025; grant date fair value based on closing price $26.72 per share. Directors may defer RSU receipt until separation or change of control.
- Unvested RSUs (as of Dec 31, 2024): Smyth held 6,718 unvested RSUs.
Performance Compensation
| Element | Type | Terms |
|---|---|---|
| Director RSU awards | Equity (time-based) | Annual RSU grant of $150,000; vests May 31, 2025; committee member RSU retainers (Audit $15k; Comp $12k; Nominating $10k). No options or performance-based metrics disclosed for directors. |
Frontier’s long-term incentive program currently consists of “full value” awards (RSUs and PSUs) and does not include regular stock option grants; director equity is time-based, not tied to revenue/EBITDA/TSR performance metrics.
Other Directorships & Interlocks
- Public boards: Remitly (since 2021), Etsy (since 2016); prior Lilium, Vonage, and Martha Stewart Living boards.
- Potential interlocks/conflicts: No FYBR disclosures of related-party transactions involving Smyth identified in retrieved proxy sections. Board independence affirmed for all directors other than the Executive Chairman and CEO.
Expertise & Qualifications
- Financial expertise: SEC-defined “audit committee financial expert”; extensive CFO/controller background; SASB FSA credential holder.
- Risk and operations: Led risk-centric governance across climate/cybersecurity; major organizational effectiveness and cost reduction programs.
- Value creation/M&A: Approved significant transactions at National Grid; prior advisory roles across large-cap M&A, IPOs, debt offerings.
- Education: BA Economics (Fordham); MS Accounting (NYU Stern).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs | Stock Ownership Guideline | Compliance Window |
|---|---|---|---|---|---|
| Margaret M. Smyth | 32,694 | <1% | 6,718 | 5× annual core cash compensation ($500,000) within 5 years; RSUs (vested/unvested, deferred) count toward guideline | Joined June 2021; five-year guideline period through 2026 |
- Hedging/Pledging: Directors and executive officers are prohibited from hedging and pledging company securities, unless pledging is specifically pre-approved by the Chief Legal Officer.
- Insider trading policy: Adopted and attached to FYBR’s 2024 Form 10-K; compliance emphasized.
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; strong attendance culture (Board avg 97.8%; each director ≥93%); robust committee structure and independent membership; formal prohibition on hedging/pledging enhances alignment; director stock ownership guideline of $500,000 within five years supports skin-in-the-game.
- Compensation alignment: Director pay is balanced between cash ($115k base plus chair/member retainers) and equity ($150k RSUs plus committee RSUs); equity is time-based and counted toward ownership guidelines; no options or performance-linked director equity—reduces risk of short-termism, but limits direct pay-for-performance signals at director level.
- Shareholder feedback: 2024 say-on-pay for NEO compensation received 85% support; Board engaged with holders of over 90% of outstanding shares in 2024.
- Overboarding safeguard: Policy caps at four public company boards (including Frontier) and three audit committees unless expressly approved; Smyth’s disclosed current public boards (Frontier, Remitly, Etsy) are within policy limits.
- RED FLAGS: None evident from retrieved FYBR disclosures regarding related-party transactions, hedging/pledging breaches, option repricing, or low attendance; continue monitoring Form 4 filings for trading activity and future proxies/8-Ks for changes in committee roles or potential conflicts.