Maryann Turcke
About Maryann Turcke
Independent director of Frontier Communications (FYBR) since April 2021; age 59. Former Chief Operating Officer of the National Football League with deep operating and telecom/media experience. Holds a B.S. in Civil Engineering (Queen’s University), an M.S. in Civil and Environmental Engineering (University of Toronto), and an MBA in Science and Technology (Queen’s University). Currently chairs Frontier’s Nominating & Corporate Governance Committee and serves on the Compensation & Human Capital and Strategic Review Committees; the Board has determined she is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Football League | Chief Operating Officer | 2018–2020 | Led marketing, communications, HR, international, technology, events, and club business development |
| National Football League | Senior Advisor | 2020–2021 | Senior advisory capacity following COO role |
| NFL Network, Digital Media, IT and Films | President | 2017–2018 | Led operations and owned digital/technology assets, product, content strategy, and marketing |
| Bell Media (BCE) | President | 2014–2017 | Oversaw flagship television channels and annual revenues |
| Bell Canada | EVP, Field Operations | 2008–2014 | Executive team member leading major M&A integrations (CTV $3.2B; Manitoba Telecom $3.9B; Q9 Networks C$1.1B; Bell Aliant privatization/integration) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada (RBC) | Director | 2020–Present | Member of Board; oversees RBC’s acquisition of HSBC Canada for C$13.5B |
| Skyworks Solutions Inc. | Director | 2023–Present | Public company board service |
Board Governance
- Committees: Compensation & Human Capital (member), Nominating & Corporate Governance (Chair), Strategic Review (member) .
- Attendance and independence: In 2024, the Board met 16 times; average director attendance was 97.8%, and each director attended at least 93% of Board and relevant committee meetings; all directors other than the Executive Chairman and CEO are independent (includes Turcke). Directors attended the 2024 annual meeting .
- Committee cadence: Compensation & Human Capital met 10 times; Nominating & Corporate Governance met 4 times; Audit met 6 times (Turcke is not an Audit member) .
- Compensation Committee interlocks: None; no member (including Turcke) is or has been an officer/employee of Frontier; no insider participation interlocks were reported in 2024 .
- Strategic Review Committee: Established June 2024; eight members including Turcke; provided oversight and recommendations during the strategic review culminating in the Verizon merger agreement announced in September 2024 .
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned in Cash (actual) | 145,000 | As reported in Director Compensation table |
| Annual Cash Retainer (program) | 115,000 | Paid quarterly; part of $265,000 annual core compensation |
| Committee Chair Cash Retainer (Nom & Corp Gov) | 15,000 | Annual cash for chair role; paid quarterly |
| Strategic Review Committee Member Cash Retainer | 30,000 | Annual member cash; paid quarterly |
| Lead Independent Director Cash Retainer | — | Not applicable to Turcke; program amount $25,000 (for LID) |
Note: The company reports actual cash paid (above) and separately discloses program retainer levels; variances can reflect timing or role changes within the year .
Performance Compensation
| RSU Component | Amount/Detail | Notes |
|---|---|---|
| Stock Awards (Grant-Date Fair Value, 2024) | 176,432 | Reported for Turcke in 2024 Director Compensation table |
| Annual RSU Award (program) | 150,000 | Vests May 31, 2025; fair value computed under ASC 718 |
| Committee Member RSU Awards (program) | 12,000 (Comp & Human Capital); 10,000 (Nom & Corp Gov) | Committee RSU retainers for members; Audit committee member RSU is $15,000 (Turcke not on Audit) |
| Grant-Date Closing Price | $26.72 per share | Used to compute RSU fair value |
| Deferral Feature | Permits deferral of RSU settlement until separation or change of control; paid in shares upon receipt | Applies to director RSUs beginning with 2022 awards |
Performance metrics: Not applicable to non-employee director equity (time-based RSUs only; no director PSUs or options disclosed) .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|
| Royal Bank of Canada | Director | 2020–Present | Large financial institution; no Frontier related-party transactions reported for 2024 |
| Skyworks Solutions Inc. | Director | 2023–Present | Semiconductor company board service |
- Overboarding policy: Limits include ≤4 public company boards, ≤2 if an executive officer, ≤3 audit committees unless Nominating Committee approves; Board annually reviews independence and outside roles .
Expertise & Qualifications
- Operations leadership across NFL and Bell/BCE; telecom/media industry depth .
- Extensive M&A execution and integration experience (CTV $3.2B; Manitoba Telecom $3.9B; Q9 Networks C$1.1B; Bell Aliant privatization/integration) .
- Education: B.S. Civil Engineering (Queen’s), M.S. Civil & Environmental Engineering (University of Toronto), MBA in Science & Technology (Queen’s) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 36,370 | Listed in Security Ownership table; less than 1% of class |
| Shares Outstanding (record date) | ~250,200,000 | Outstanding as of March 25, 2025 |
| Ownership % (approximate) | ~0.015% | Computed from 36,370 / 250.2M; table marks “<1%” |
| Unvested RSUs (12/31/2024) | 6,603 | Director unvested RSUs balance |
| Director Stock Ownership Guidelines | 5x annual core cash compensation (currently $500,000) within 5 years | RSUs (vested/unvested), including deferred RSUs, count toward guideline |
| Hedging & Pledging | Prohibited for directors (pledging only if pre-approved by Chief Legal Officer) | Corporate governance policy |
Governance Assessment
- Strengths: Independent director with chair role in Nominating & Corporate Governance and active Compensation & Human Capital membership; high Board engagement (Board average 97.8% attendance; each ≥93%); robust annual Board/committee evaluations overseen by her committee; prohibition on hedging/pledging; strong director ownership guideline (5x cash comp) .
- Compensation oversight signals: Compensation Committee met 10 times in 2024; uses an independent consultant (Willis Towers Watson) to benchmark non-employee director pay; 2024 Say-on-Pay support at 85% suggests investor alignment with compensation program direction .
- Strategic acumen: Member of Strategic Review Committee that oversaw the process leading to the announced Verizon merger agreement, indicating involvement in pivotal corporate actions affecting valuation and risk profile .
- Conflicts/Related-party exposure: No related person transactions required to be reported for 2024; Compensation Committee interlocks none; independence affirmed (excluding Executive Chairman and CEO) .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing; director equity in RSUs reduces risk of misalignment. Ongoing monitoring advisable for potential financial services interlocks via RBC in future transactions, though none were reported in 2024 .