Nick Jeffery
About Nick Jeffery
Nick Jeffery (age 57) is President & CEO of Frontier Communications (FYBR) and a director since April 2021; he joined Frontier in March 2021 to lead its post‑bankruptcy turnaround . He holds a BA in Economics (University of Warwick) and executive programs at INSEAD and Wharton . Under his tenure, Frontier delivered full‑year organic Adjusted EBITDA growth in 2023 and returned to full‑year organic revenue growth in 2024, while expanding fiber passings to ~7.8M by year‑end 2024 and realizing $597M in annualized gross cost savings; the pending all‑cash merger with Verizon at $38.50 per share reflects a 43.7% premium to 90‑day VWAP pre‑speculation . In 3Q25, the company reported 16% YoY Adjusted EBITDA growth, 25.8% YoY consumer fiber broadband revenue growth, and record fiber net adds, continuing operational momentum into late 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Frontier Communications | President & CEO | 2021–Present | Led turnaround from bankruptcy to revenue growth in 2024; scaled fiber footprint and improved NPS; executed strategic review culminating in merger agreement with Verizon . |
| Vodafone UK | CEO | 2016–2021 | Returned business to revenue and market share growth, lowered opex, increased customer satisfaction; delivered double‑digit EBITDA growth and higher FCF . |
| Vodafone Group | Executive Committee member; CEO Group Enterprise; CEO Multi‑National Corporate Business | 2013–2021; 2012–2016; 2006–2012 | Oversaw/participated in $130B sale of VZW stake; led acquisition and integration of Cable & Wireless Worldwide; additional M&A (Cobra Automotive Tech; Bluefish) . |
| Cable & Wireless Worldwide (post‑acq by Vodafone) | CEO | 2012–2013 | Led integration with Vodafone UK after acquisition . |
External Roles
| Organization | Capacity | Years |
|---|---|---|
| Dialog Semiconductor PLC | Public company director | 2016–2021 |
| Fair FX Group PLC | Private company board | 2014–2016 |
| The Vodafone Foundation | Board/Trustee | 2016–2021 |
Fixed Compensation
| Item | Detail | 2024 Amount |
|---|---|---|
| Base Salary | As of Dec 31, 2024 | $1,300,000 |
| Target Annual Bonus | % of base salary | 200% ($2,600,000 target) |
| Actual Annual Bonus (AIP) | 2024 payout (weighted outcome 121.6%) | $3,161,600 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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% |
| Total | 100% | — | — | — | — | 121.6% |
Long‑Term Incentives (LTI) – Design and 2024 Grants
- Mix: RSUs (33%) vest 1/3 annually over 3 years; PSUs (67%) with 3‑year performance period; 2024 PSU metrics: Adjusted Fiber EBITDA (33.33%), Fiber Revenue (33.33%), Relative TSR vs S&P Mid‑Cap 400 (33.33%) .
- 2025–2027 PSU change: removed relative TSR; operating metrics weighted 50%/50% (Adjusted Fiber EBITDA, Fiber Revenue) given pending Verizon merger .
| 2024 LTI Target Value | PSUs | RSUs | Total |
|---|---|---|---|
| Nick Jeffery | $6,733,333 | $3,366,667 | $10,100,000 |
| 2024 Share Grants | RSUs (#) | PSUs – target (#) | PSU metrics/notes |
|---|---|---|---|
| Nick Jeffery | 144,555 | 289,109 (threshold 144,555; max 578,218) | 3‑yr performance; TSR measured vs S&P Mid‑Cap 400 using 20‑day VWAPs |
Note: Accounting in 2024 reflected only the TSR portion of the 2024 PSUs (target 96,370 shares for Mr. Jeffery) with the operating metric tranches recognized when goals were set in 2025 .
PSU Payout (2012–2024 Plan Cycle Concluded in 2024)
| Cycle | Final Payout % | Final Shares (#) | Value at Payment |
|---|---|---|---|
| 2022–2024 (Jeffery only NEO in this program) | 133.7% (TSR modifier 102.5% on 130.4% pre‑TSR) | 223,092 | $7,818,238 (tranche priced at $34.75 on 12/19/24; top‑up on 2/28/25 at $35.92) |
Performance detail (illustrative excerpts): 2022–2024 Adjusted Fiber EBITDA achieved $4,070M vs $3,595M target; Fiber Locations Constructed 3.876M vs 3.8M target; Penetration 24‑month 79.3% vs 78% target; 12‑month 47.3% vs 54% target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/25/25) | 739,157 shares; <1% of outstanding |
| Outstanding unvested awards at 12/31/24 | RSUs: 83,519 (2023 grant), 96,370 (2024 grant); PSUs (target): 501,114 (2023 cycle), 289,109 (2024 cycle) |
| Shares vested in 2024 | 994,778 shares; value realized $27,274,080 |
| Stock ownership guideline | CEO must hold ≥6x base salary within 5 years; counts RSUs/PSUs; prohibition on hedging; pledging prohibited absent pre‑approval |
| 10b5‑1 plans (recent disclosure) | No officer/director adopted or terminated a Rule 10b5‑1 or non‑Rule 10b5‑1 plan in 3Q25 |
Acceleration related to 280G mitigation (approved 12/19/24):
- Paid 2024 target bonus and accelerated vesting/settlement of certain RSUs and 2022–2024 PSUs to preserve corporate tax deductions and mitigate potential excise taxes; Jeffery received $2,600,000 cash, 159,514 RSUs and 166,860 PSUs (target) on 12/19/24 .
Employment Terms
| Scenario | Cash Severance | Bonus | Equity | Benefits |
|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | 2x base salary | 2x target + pro‑rated current year | RSUs: next tranche vests; PSUs: pro‑rated, performance‑based | 18 months subsidized healthcare |
| CIC double‑trigger (within 6m before/24m after CIC) | 2x base salary | 2x target + pro‑rated current year | RSUs: full vest; PSUs: fully vest at target/actual; replacement award mechanics apply | 18 months subsidized healthcare |
| Clawback | 3‑year lookback for restatements; applies to cash/equity incentive comp; SEC/Nasdaq‑compliant |
Illustrative potential payments as of 12/31/24:
| Scenario (as of 12/31/24) | Total | Key components (selected) |
|---|---|---|
| Termination without cause / good reason (no CIC) | $29,938,056 | Cash: $2.6M base ×2 + $5.2M target bonus ×? (structure per table); Pro‑rated bonus $2.6M; RSUs $4.57M; PSUs $14.94M; benefits $31,451 |
| CIC double‑trigger | $44,094,337 | Cash: $2.6M base ×2 + $5.2M target ×2; Pro‑rated bonus $2.6M; RSUs $6.24M; PSUs $27.42M; benefits $31,451 |
Notes: No single‑trigger cash severance; CIC equity uses replacement‑award/assumption framework; if assumed, time‑based conversion and double‑trigger vesting apply .
Board Governance
- Role and independence: CEO and director (since April 2021); not independent; Board determined all directors other than Jeffery and Executive Chairman Stratton are independent (8 of 10 independent) .
- Committee service: Strategic Review Committee member (established June 2024 for Verizon transaction oversight) .
- Board structure: Executive Chairman (Stratton) and Lead Independent Director (Beebe) with defined authorities; CEO is not Chair, mitigating CEO/Chair concentration risk .
- Attendance: 16 Board meetings in 2024; directors averaged 97.8% attendance; each ≥93% .
- Director pay: As CEO, Jeffery receives no director compensation .
Director Compensation (as applicable to Jeffery’s dual role)
- CEO directors receive no additional Board retainers or equity for Board service; Jeffery’s director compensation is $0 (all compensation is under the NEO program) .
Say‑on‑Pay & Peer Group
- 2024 say‑on‑pay result (for 2023 pay): 85% support; company conducted extensive investor outreach and adjusted programs as needed .
- 2024 Annual Meeting say‑on‑pay vote tally: For 198,724,886; Against 33,752,956; Abstain 1,501,458 .
- Executive compensation peer group (Nov 2024 reaffirmed): includes Altice USA, Lumen, Rogers, TELUS, Motorola Solutions, News Corp, Sirius XM, TDS, U.S. Cellular, CommScope, Juniper, Amphenol, Liberty Latin America, Qorvo, Thomson Reuters, among others .
Performance & Track Record (selected metrics)
| Metric | 2024/Recent Performance |
|---|---|
| Fiber locations passed | ~7.8M at 12/31/24; +1.3M in 2024 |
| Fiber net adds | 385,000 in 2024 (+19% YoY growth in fiber broadband customers) |
| Run‑rate cost savings | $597M realized as of 12/31/24 |
| 3Q25 highlights | Revenue $1.55B (+4.1% YoY); Adjusted EBITDA $637M (+16% YoY); 133,000 fiber net adds; consumer fiber broadband revenue +25.8% YoY |
| TSR (value of $100 invested) | 2024: $128.76; 2023: $94.03; 2022: $94.55 (from May 4, 2021 listing baseline) |
| Verizon merger | $38.50/share cash; 43.7% premium to 90‑day VWAP on 9/3/24; stockholder approval received Nov 13, 2024; expected close by 1Q26, subject to approvals |
Compensation Structure Analysis
- Strong pay‑for‑performance design: 2024 AIP paid 121.6% based on above‑target revenue/EBITDA/fiber build; 45% AIP weight on Adjusted EBITDA aligns cash bonuses with profitability .
- Greater operating focus in LTI: 2025–2027 PSUs removed relative TSR and doubled operating weightings to 50%/50% on Adjusted Fiber EBITDA and Fiber Revenue due to the pending transaction (stock price less reflective of management performance) .
- Equity mix and vesting: Heavy PSU weighting (67%) and 3‑year performance period support long‑term value creation; RSUs vest ratably over three years for retention .
- Tax/optics: December 2024 acceleration of target bonuses and near‑term RSU/PSU tranches to mitigate potential 280G excise taxes preserves deductibility but front‑loads share issuance, a potential near‑term supply overhang to monitor .
Risk Indicators & Red Flags (governance and trading)
- Hedging/pledging prohibitions for executives/directors; pledging only with pre‑approval (no pledges disclosed) .
- Clawback policy (SEC/Nasdaq‑compliant) adopted Sept 2023 .
- No related‑party transactions disclosed for 2024 .
- No 10b5‑1 adoptions/terminations by officers/directors in 3Q25; reduces risk of perceived opportunistic trading ahead of key events .
Equity Ownership & Vesting Pressure – Specifics to Trading Signals
| Date/Action | Shares/Cash | Notes |
|---|---|---|
| 12/19/24 acceleration (Jeffery) | $2,600,000 cash (2024 target bonus); 159,514 RSUs; 166,860 PSUs (target) | Mitigation of potential 280G excise taxes; preserves company tax deductions . |
| 2024 Vested | 994,778 shares vested to Jeffery; $27.27M realized value | Significant share delivery in 2024; monitor potential liquidity events post‑vesting. |
Employment Terms (selected details)
- Double‑trigger only for CIC severance; no single‑trigger cash severance .
- Replacement‑award construct: if awards are assumed by acquirer, PSUs convert to time‑based at greater of target/actual through CIC; unvested awards vest on involuntary termination within 24 months post‑CIC .
Board Service, Committees, Independence and Dual‑Role Implications
- Jeffery serves on the Board and Strategic Review Committee; not independent (management director) .
- Governance mitigants: separate Executive Chairman and Lead Independent Director with defined authorities; regular executive sessions of independent directors .
- Board/committee independence (8 of 10 independent; all standing committees independent) reduces dual‑role governance concerns .
Investment Implications
- Alignment: High at‑risk mix (AIP with profitability/build goals; PSUs with multi‑year operating metrics) and robust ownership guidelines align Jeffery’s incentives with fiber execution and EBITDA growth; removal of TSR in 2025–2027 PSUs focuses management on controllable operating outcomes during the merger period .
- Retention/CIC risk: Substantial double‑trigger CIC economics ($44.1M illustrative) should retain Jeffery through close; if the deal is delayed/terminated, standard 2x salary+bonus severance and pro‑rata PSU treatment still provide stability .
- Trading supply watch: 2024 accelerations and large 2024 vestings increased share delivery; while no 10b5‑1 changes were disclosed in 3Q25, investors should monitor Form 4s for any sales following vesting/withholding windows .
- Governance: Separation of CEO and Chair, strong committee independence, and clawback/hedging policies mitigate common dual‑role governance risks; Jeffery receives no director pay, avoiding extra director‑level incentives .
- Performance momentum: Continued fiber growth and EBITDA expansion into 2025 underpin pay outcomes and potential upside to operating PSU metrics, though closing dynamics and regulatory timing for the Verizon transaction are the primary stock catalysts near term .