Mark Nielsen
About Mark Nielsen
Mark D. Nielsen is Executive Vice President, Chief Legal & Regulatory Officer at Frontier Communications Parent, Inc. (FYBR). He has been with Frontier since 2014 and previously held senior legal and compliance roles at Praxair and Raytheon; he also served as Chief Legal Counsel and then Chief of Staff to Massachusetts Governor Mitt Romney (2004–2007). Nielsen is 60 years old and holds both an A.B. and J.D. with honors from Harvard; he is Adjunct Faculty at Columbia Law School . Frontier’s recent performance context under the current leadership includes FY 2024 total revenue of $5.937B (+3% YoY), fiber revenue +14% YoY, weighted AIP payout of 121.6% for 2024, cumulative TSR of 128.76 since listing in 2021, and FY 2024 net loss of $322M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Praxair Inc. | Associate General Counsel & Chief Compliance Officer | Not disclosed | Led compliance and legal functions for a global industrials company |
| Raytheon Company | Vice President & Assistant General Counsel | Not disclosed | Senior legal leadership at a major defense contractor |
| Commonwealth of Massachusetts (Governor’s Office) | Chief Legal Counsel; then Chief of Staff to Gov. Mitt Romney | 2004–2007 | Senior state leadership; policy and administration oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Columbia Law School | Adjunct Faculty | Not disclosed | Teaching appointment in law |
Fixed Compensation
Multi-year NEO compensation (amounts as reported in the Summary Compensation Table):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 733,333 | 1,237,230 | 891,733 | 21,233 | 2,883,529 |
| 2023 | 900,000 | 1,566,210 | 1,035,000 | 7,875 | 3,509,085 |
| 2022 | 900,000 | 2,480,041 | 927,000 | 7,250 | 4,314,291 |
Key 2024 cash comp details:
- Base salary as of Dec 31, 2024: $650,000; annual bonus target 100% of actual 2024 salary; actual bonus earned $891,733 .
- For 280G mitigation, a target $733,333 bonus was paid in Dec 2024, with the above-target remainder paid Mar 11, 2025 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 metrics and payouts:
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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% |
Nielsen’s AIP:
- Target: 100% of actual 2024 salary ($733,333); actual payout $891,733 for 2024 performance .
- AIP metrics: Adjusted EBITDA (45%), Revenue (20%), Fiber Locations Constructed (17.5%), Net Fiber Broadband Adds (17.5%) .
Long-Term Incentive (LTI) – 2024 structure and grants:
- Design: 67% PSUs; 33% RSUs. RSUs vest one-third in March 2025, 2026, 2027; PSUs earned on 3-year period (2024–2026), payout expected March 2027 (subject to Verizon merger treatment) .
- 2024 LTI target values for Nielsen: PSUs $1,166,667; RSUs $583,333 .
- Shares granted: RSUs 25,047; PSUs target 50,094 .
- 2024 PSU metrics: Adjusted Fiber EBITDA (33.33%), Fiber Revenue (33.33%), Relative TSR vs S&P MidCap 400 (33.33%) .
- 2025–2027 PSU metrics: Adjusted Fiber EBITDA (50%), Fiber Revenue (50%); TSR eliminated given pending merger .
Transaction-related acceleration (Dec 19, 2024):
- Nielsen received 7,218 (2022 RSU) and 8,349 (2024 RSU) shares; 2024 target bonus $733,333 paid; values based on $34.75 close .
- Program intent: mitigate 280G/4999 excise taxes and preserve corporate deductions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 142,836 shares; less than 1% of class |
| Outstanding unvested RSUs (12/31/2024) | 7,218 (5/9/2023 grant); 16,698 (3/13/2024 grant) |
| Outstanding PSUs at target (12/31/2024) | 43,307 (5/9/2023 grant); 50,094 (3/13/2024 grant) |
| Market value basis | $34.70 per share at 12/31/2024 |
| Stock vested in 2024 | 217,762 shares; $5,406,329 value realized |
| Ownership guidelines | Executives must hold 3x base salary; 5-year compliance window |
| Hedging/pledging | Prohibited for executives (unless specific pre-approval for pledging; hedging fully prohibited) |
Employment Terms
Severance and change-in-control (CIC) framework:
| Scenario | Base Salary Multiple | Target Bonus Multiple | Prorated Current Bonus | RSUs | PSUs | Benefits |
|---|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | 1.0x | N/A | Yes | Next vesting tranche | Pro-rata vesting | 12 months subsidized |
| Death or Disability | — | — | Yes | Next vesting tranche | Pro-rata vesting | — |
| Termination without Cause / Good Reason (in connection with CIC) | 1.5x | 1.5x | Yes | Fully vest | Fully vest at target/actual | 12 months subsidized |
Potential payments as of Dec 31, 2024:
| Type | Amount ($) |
|---|---|
| Termination without Cause / Good Reason (no CIC) – Total | 3,504,753 |
| Death or Disability – Total | 2,854,753 |
| Termination without Cause / Good Reason (in connection with CIC) – Total | 6,754,234 |
Other governance terms:
- Double-trigger CIC treatment; “replacement award” concept applies under plan—no automatic acceleration if awards are replaced by buyer, with vesting upon qualifying termination post-CIC .
- Clawback policy adopted Sept 2023 for restatements (3-year lookback; applies to Section 16 officers and Executive Committee) .
Investment Implications
- Pay-for-performance alignment: AIP and PSUs tied to Adjusted EBITDA/Adjusted Fiber EBITDA, Revenue/Fiber Revenue, and TSR (for 2024–2026), with strong FY 2024 payout (121.6%), indicating management incentives emphasize fiber execution and profitability . 2025–2027 PSU metrics drop TSR due to merger certainty, increasing focus on operating outcomes; near-term stock-price sensitivity of incentives is reduced .
- Vesting/supply dynamics: Dec 2024 acceleration resulted in immediate issuance of 15,567 RSUs to Nielsen and early payment of target bonus; combined with 217,762 shares vested in 2024, this can create episodic supply overhang, though hedging/pledging is prohibited and tax withholding may reduce net shares delivered .
- Retention risk: CIC protections (1.5x salary and bonus; full equity vesting at target/actual) and robust ownership guidelines mitigate departure risk through transaction close; the elimination of TSR from PSUs during the pending merger reduces volatility in incentive outcomes .
- Governance/risks: Strong compensation governance (independent committee, WTW consultant, clawback) and 85% Say-on-Pay support in 2024; counterpoints include FY 2024 net loss (-$322M), high leverage (~$11.6B debt), and 2024 cyber incident—factors that can affect long-term value creation despite fiber growth . Pending Verizon transaction timelines and regulatory approvals add execution risk and could influence executive focus and retention .