Pamela Coe
About Pamela L. Coe
Pamela L. Coe (age 65) is an independent director of Frontier Communications Parent, Inc. (FYBR) since April 2021, serving on the Audit Committee, chairing the Compensation and Human Capital Committee, and sitting on the Strategic Review Committee. She holds a B.S. in Finance from Arizona State University and a J.D. from UCLA, and previously served as SVP, Deputy General Counsel & Corporate Secretary at Liberty Media, with deep governance, M&A, and risk management expertise in TMT . The Board has affirmed that all directors other than the Executive Chairman and CEO are independent; Coe is explicitly identified as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation | SVP, Deputy General Counsel & Corporate Secretary | 2007–2020 | Led board processes and agendas; governance/compliance; M&A in TMT; HR lead; launched government affairs; oversight of ERM including cybersecurity |
| Tele-Communications, Inc. (TCI) | Senior Counsel | 1993–2000 | Securities law and corporate legal roles in cable/telecom sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Luna Innovations Incorporated | Director | 2021–Present | Public company board service |
| Expedia Group | Director | 2012–2019 | Prior public company directorship |
| State Bars of California and Colorado | Member | N/A | Professional memberships |
Board Governance
- Committee assignments: Audit (member), Compensation & Human Capital (Chair), Strategic Review (member) .
- Independence: Independent director since April 2021; Board has determined all directors except the Executive Chairman and CEO are independent under SEC/Nasdaq rules .
- Attendance: In 2024, the Board met 16 times; average attendance was 97.8% and every director attended at least 93% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Regular sessions of independent directors (presided by Lead Independent Director) and sessions excluding both CEO and Executive Chairman; committee Chairs preside over committee executive sessions .
- Audit Committee expertise: Five independent members; the Board designated Margaret M. Smyth and Woody Young as “audit committee financial experts” (Coe is not designated) .
- Board evaluation: Annual third‑party administered board and committee self‑evaluations overseen by Nominating & Corporate Governance and Executive Chairman, with actioned enhancements .
- Overboarding policy: ≤4 public boards; ≤2 for public‑company executives; ≤3 audit committees, unless Nominating & Corporate Governance approves exceptions .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $150,000 | Includes annual cash retainer and applicable chair/member cash retainers |
| 2024 Stock Awards (RSUs) | $181,562 | Fair value computed under ASC 718; includes $150,000 annual RSU plus committee RSU retainers; grant-date closing price $26.72 |
| 2024 Total | $331,562 | Sum of cash and stock awards |
| 2024 Director Program Elements | Board | Audit | Compensation & Human Capital | Nominating & Corporate Governance | Strategic Review | Lead Independent Director |
|---|---|---|---|---|---|---|
| Annual Cash Retainer | $115,000 | — | — | — | — | — |
| Committee Chair Cash Retainer | — | $25,000 | $20,000 | $15,000 | $60,000 | — |
| Committee Member Cash Retainer | — | — | — | — | $30,000 | — |
| LID Cash Retainer | — | — | — | — | — | $25,000 |
| Annual RSU Award | $150,000 | — | — | — | — | — |
| Committee Member RSU Awards | — | $15,000 | $12,000 | $10,000 | — | — |
Additional notes:
- RSU vesting: Annual RSUs vest on May 31, 2025; directors may elect deferral until separation or change of control (paid in shares upon receipt) .
- Indemnification: Directors and officers indemnified to fullest extent; separate indemnification agreements in place .
- Consultant: Willis Towers Watson provided director compensation benchmarking .
Performance Compensation
| Performance-Based Component | Metrics | Vesting | Notes |
|---|---|---|---|
| None for non-employee directors | N/A | RSUs are time-based | Director equity grants are time-vested RSUs; no options or PSU metrics disclosed for directors |
RSU and vesting detail:
- Unvested RSUs held as of Dec 31, 2024: 6,795 units (Coe) .
- Vesting date for 2024 grants: May 31, 2025 .
Context on executive pay (Coe as Committee Chair):
- The Compensation Committee approved accelerated vesting/payment timing in Dec 2024 for certain NEO RSUs/PSUs, with recoupment protections if actual performance fell below forecast; actual performance exceeded target and above-target payouts were issued in Feb–Mar 2025 .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public boards | Luna Innovations Incorporated (Director) |
| Prior public boards | Expedia Group (Director, 2012–2019) |
| Compensation Committee interlocks | None; no FYBR executive officers served on other entities’ boards/comp committees with reciprocal executive overlap in 2024; FYBR comp committee members (including Coe) have not been FYBR officers/employees |
Expertise & Qualifications
- Senior leadership in legal/governance: Board secretary and legal advisor across Liberty public companies; governance, compliance, audit practices .
- M&A/value creation: Extensive TMT transactions including spin‑offs, tracking stocks, capital markets across Sirius XM, Atlanta Braves, Expedia, Starz, Formula One, Charter .
- Risk management: Enterprise risk management oversight including cybersecurity and privacy; deep boardroom process experience .
- Education: B.S. Finance (Arizona State); J.D. (UCLA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Pamela L. Coe | 37,196 | ~0.015% (calc: 37,196 / 250.2M) | Amounts consist of shares acquired upon RSU vesting and those that may be acquired upon RSU vesting on May 30, 2025; deferred vested RSUs count toward ownership requirement |
| Unvested RSUs (Coe) | 6,795 | — | As of Dec 31, 2024 |
| Shares outstanding | 250,200,000 | 100% | Record date March 25, 2025 |
Ownership alignment:
- Director stock ownership guideline: 5x annual core cash compensation within five years of joining (currently $500,000); RSUs (vested/unvested, including deferred) count toward the guideline .
- Hedging/pledging prohibition: Directors and officers cannot hedge FYBR stock and cannot pledge company securities unless specifically pre‑approved by the Chief Legal Officer .
Governance Assessment
- Strengths: Independent status; multi‑committee service including chairing Compensation; robust attendance (Board average 97.8%, all directors ≥93%); strong governance framework (annual evaluations, executive sessions, overboarding limits, hedging/pledging prohibitions) .
- Compensation alignment: Director pay is balanced cash/equity with clear retainers; RSUs are time-based with deferral available; strong stock ownership guidelines promote alignment .
- Risk/Conflicts: No related person transactions disclosed for 2024; Audit Committee oversight of related transactions and cybersecurity; Coe not designated an audit financial expert (other members are), but brings substantial governance/legal expertise .
- Committee leadership signals: As Compensation Chair, Coe oversaw pay-for-performance structures and 2024 NEO award timing changes with recoupment provisions; say‑on‑pay received 85% support in 2024, indicating acceptable investor support for compensation design .
- Watch items (not RED FLAGS but monitor): Timing/acceleration decisions around year‑end and pending Verizon transaction warrant ongoing scrutiny of alignment and disclosure; Strategic Review Committee membership places Coe at the center of transaction oversight—ensure continued transparency on any transaction‑related compensation decisions .
RED FLAGS: None disclosed for Coe (no related-party transactions; hedging/pledging prohibited; attendance strong; no interlocks) .