Prat Vemana
About Prat Vemana
Prat Vemana (age 53) is an independent director of Frontier Communications Parent, Inc. (FYBR) since April 2021. He is Executive Vice President, Chief Information and Product Officer at Target Corporation (EVP Chief Digital & Product Officer in 2022–2024; EVP Chief Information & Product Officer since January 2025). He holds a Bachelor’s in Computer Science & Engineering (University of Madras) and an MBA in Global Leadership & Innovation (MIT Sloan). He serves on FYBR’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation | EVP, Chief Information & Product Officer | Jan 2025–Present | Oversees product and engineering vision to harness technology for growth. |
| Target Corporation | EVP, Chief Digital & Product Officer | 2022–2024 | Led digital and product; kept Target competitive. |
| Kaiser Foundation Health Plans & Hospitals | SVP & Chief Digital Officer | 2019–2022 | Led digital transformation. |
| The Home Depot | Chief Product & Experience Officer; VP, Online | 2015–2019 | Oversaw $11B supply chain, digital, marketing and remodel transformation. |
| Staples | VP, Global eCommerce, Product & Analytics | 2010–2015 | Involved in acquisitions (Runa, PNI Digital Media) and integration. |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Target Corporation | EVP, Chief Information & Product Officer | Current operating executive role; not disclosed as a board directorship for other public companies. |
Board Governance
- Committee assignments: Member, Audit Committee; not a chair.
- Independence: Board determined all non-employee directors (8 of 10) are independent; independence affirmed individually (excluding Executive Chairman and CEO).
- Attendance: 2024 Board held 16 meetings; average director attendance 97.8%; each director attended ≥93% of Board and standing committee meetings; all directors attended 2024 annual meeting.
- Audit Committee scope: Oversees financial statements, auditor independence, pre-approvals, and risk assessment including cybersecurity; 6 meetings in 2024.
- Cybersecurity oversight: Audit Committee receives periodic reports from CDIO and SVP Cyber on data privacy and infrastructure security programs.
- Overboarding policy: Limits include (i) ≤4 public boards for any director (incl. FYBR), (ii) ≤2 public boards for directors who are executive officers of a public company (incl. FYBR), (iii) ≤3 audit committees (incl. FYBR), unless Nom/Gov Committee determines otherwise.
- Executive sessions: Regular sessions of independent directors; Lead Independent Director presides.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Paid quarterly. |
| Committee chair cash retainers | $0 | Not a chair; chair retainers are Audit $25,000, Comp & HC $20,000, Nom & Gov $15,000; Strategic Review $60,000. |
| Strategic Review Committee member cash retainer | $0 | Not a member; members receive $30,000. |
| 2024 total cash earned | $115,000 | As reported in director compensation table. |
Performance Compensation
| Equity Element | Grant Value | Units / Vesting | Metrics / Structure |
|---|---|---|---|
| Annual RSU grant | $150,000 | Vests on May 31, 2025; grant-date closing price $26.72/share. | Time-based RSUs; directors can elect deferral until separation or change of control. |
| Audit Committee RSU retainer | $15,000 | Granted annually for committee membership. | Time-based; no performance metrics. |
| 2024 stock awards (reported) | $169,244 | Total RSU fair value including annual grant and committee RSU. | Computed under ASC 718; no options or PSUs for directors. |
| 2023 RSU settlement tax election | $92,692 | Elected cash to cover taxes on 2023 RSU vest, with equivalent shares withheld. | Administrative tax settlement; not a performance payout. |
Directors do not receive performance-based equity (no PSUs) or options; equity is delivered as time-based RSUs (no performance metrics).
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside FYBR) | None disclosed in FYBR’s 2025 proxy biography for Mr. Vemana. |
| Private/non-profit boards | Not disclosed. |
| Potential interlocks with FYBR stakeholders | None disclosed. |
Expertise & Qualifications
- Technology and digital leadership across consumer-facing industries; led large-scale supply chain, product, and digital transformations (Home Depot; Kaiser; Target).
- M&A and integration exposure via Staples acquisitions (Runa; PNI Digital Media).
- Education: BS in Computer Science & Engineering (University of Madras); MBA (MIT Sloan).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 25, 2025) | 25,919 shares | Less than 1% of outstanding shares. |
| Unvested RSUs (as of Dec 31, 2024) | 6,334 units | Outstanding director RSUs. |
| Director stock ownership guideline | 5× annual core cash compensation ($500,000) within 5 years; RSUs (vested/unvested and deferred) count toward guideline. | |
| Hedging/pledging policy | Prohibits hedging; prohibits pledging unless pre-approved by CLO. |
Insider Trades
| Item | Disclosure |
|---|---|
| Form 4 transactions (last year) | Not disclosed in the proxy; FYBR maintains an Insider Trading Policy and requires compliance with SEC/Nasdaq rules. |
Related Party Transactions & Conflicts
- Related Person Transactions Policy: Audit Committee reviews and must approve/ratify any transactions >$120,000 with “related persons”; conflicted directors excluded from approval.
- 2024 related-party transactions: None required to be reported under Item 404(a).
- Overboarding risk mitigation: Policies cap board/audit roles and require Nom/Gov review when limits are exceeded.
- Change-of-control treatment for director RSUs: Deferred director RSUs pay out upon separation or change of control per program terms.
Say-on-Pay & Shareholder Feedback (program signal)
- 2024 say-on-pay received 85% support at FYBR’s 2024 annual meeting (for NEOs).
- Ongoing investor engagement; compensation program adjustments disclosed.
Governance Assessment
-
Strengths:
- Independent director with deep technology/product expertise; positioned to contribute to Audit Committee oversight of cybersecurity/IT risks.
- Strong attendance culture (Board average 97.8%; each director ≥93%).
- Clear related-party controls; no related-party transactions reported for 2024.
- Alignment via required stock ownership and RSU-heavy director pay; no options, hedging prohibited.
-
Potential risks/monitoring points:
- External executive workload (Target EVP) necessitates vigilance on time commitments; FYBR has explicit overboarding limits for public-company executives.
- RSU deferral/change-of-control features should be monitored during pending Verizon merger for optics/alignment (deferrals payable upon change of control).
-
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricing for directors.