Scott Beasley
About Scott Beasley
Executive Vice President and Chief Financial Officer of Frontier Communications (FYBR) since June 14, 2021; previously CFO of Arcosa, Inc., and senior finance roles at Trinity Industries and McKinsey. Education: AB in Economics (Duke University) and MBA in Finance and Accounting (Northwestern Kellogg). Age 40 at appointment in 2021; tenure as FYBR CFO began June 14, 2021 . FYBR’s 2024 performance (which underpins NEO pay-for-performance): Adjusted EBITDA $2,251M, Revenue $5,937M, Net Fiber Broadband Adds 384,720, Fiber Locations Constructed 1,331,322; AIP payout weighted average 121.6%. Company cumulative TSR since listing shows $128.76 value of $100 by 2024; full-year organic revenue and Adjusted EBITDA growth achieved, with $597M gross annualized cost savings and fiber footprint reaching ~7.8M locations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcosa, Inc. | Chief Financial Officer | Not disclosed | Led public spinoff (2018), built capital allocation program, executed 13 acquisitions repositioning toward growth infrastructure products |
| Trinity Industries | Group CFO; VP Corporate Strategic Planning | Not disclosed | Corporate strategy and finance leadership pre-Arcosa spinoff |
| McKinsey & Company | Associate Partner | Not disclosed | Led operational/organizational transformations across asset‑intensive industries |
| McMaster-Carr Supply Co. | Operations Manager | Not disclosed | Operations leadership early career |
External Roles
No public company directorships or external board roles disclosed for Beasley in FYBR filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $733,333 (reflects year’s actual paid); year-end base set at $750,000 |
| Target Bonus (% of Base) | 100% | 100% | 100% (increased with March 2024 salary change) |
| Actual Annual Incentive ($) | $669,500 | $747,500 | $912,000 |
| Stock Awards – Grant Date Fair Value ($) | $2,834,310 | $3,579,829 | $2,015,482 |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 |
| Total Compensation ($) | $5,662,960 | $4,987,229 | $3,671,165 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 45% | 2,000 (50%) | 2,200 (100%) | 2,400 (200%) | 2,251 | 56.4% |
| Revenue ($M) | 20% | 5,500 (50%) | 5,800 (100%) | 6,100 (200%) | 5,937 | 29.1% |
| Fiber Locations Constructed | 17.5% | 1,100,000 (50%) | 1,300,000 (100%) | 1,500,000 (200%) | 1,331,322 | 20.2% |
| Net Fiber Broadband Adds | 17.5% | 320,000 (50%) | 400,000 (100%) | 480,000 (200%) | 384,720 | 15.8% |
| Weighted Average Payout | — | — | — | — | — | 121.6% |
AIP target for Beasley: 100% of base; payout earned $912,000 for 2024 .
Long-Term Incentive (LTI) – Grants and Structure
| Grant | RSUs (#) | PSUs Target (#) | PSUs Threshold / Max (#) | Metrics & Weighting | Vesting |
|---|---|---|---|---|---|
| 2023 | 16,497 | 98,986 | 49,493 / 197,972 | Adjusted Fiber EBITDA (33.33%), Fiber Revenue (33.33%), Relative TSR vs S&P Mid‑Cap 400 (33.33%) | RSUs vest 1/3 annually; PSUs earn over 3 years |
| 2024 | 40,075 | 80,149 | 40,075 / 160,298 | Same 3 metrics and weights (2024–2026 PSU cycle) | RSUs vest Mar 2025/26/27; PSUs earn over 2024–2026 |
PSU design: 50% payout at threshold, 100% at target, 200% at maximum; performance measured independently per metric; settlement after period end (with treatment adjustments upon change‑in‑control per plan) .
Transaction-Related Accelerations (280G mitigation) – December 19, 2024
| Item | Shares | Cash Value |
|---|---|---|
| Accelerated RSUs scheduled for Mar 2025 (2023 grant) | 16,498 | Included in $1,037,496 RSU value |
| Accelerated RSUs scheduled for Mar 2025 (2024 grant) | 13,358 | Included in $1,037,496 RSU value |
Committee accelerated certain 2024 AIP (paid target in Dec 2024 with true‑up in Mar 2025) and near‑term RSU vesting to reduce potential excise taxes under Sections 280G/4999; excess over target paid/issued after final performance certification .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership (shares) | 198,211 (less than 1%) |
| Unvested RSUs at 12/31/2024 | 16,497 (2023); 26,717 (2024) |
| Unvested PSUs (target) at 12/31/2024 | 98,986 (2023–2025); 80,149 (2024–2026) |
| Options outstanding | None; FYBR grants full‑value RSUs/PSUs, not options |
| Stock ownership guideline | 3x base salary for executive officers (6x for CEO); 5 years to reach compliance |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent Chief Legal Officer pre‑approval; policy in Insider Trading Policy |
No pledging by Beasley is disclosed; company prohibits hedging/pledging for executives, reinforcing alignment .
Employment Terms
- Start date and agreement: Employment Agreement dated May 25, 2021; CFO effective June 14, 2021; initial base salary $650,000; target bonus 100% of base; sign‑on cash $3,000,000 (two tranches, with limited repayment triggers) .
- Non‑compete / non‑solicit: 12‑month post‑termination non‑compete and non‑solicit; confidentiality, mutual non‑disparagement, invention assignment; cooperation duty for 24 months post‑employment (hourly compensated if no severance) .
- Severance (without CIC): 1x base salary; pro‑rated current year bonus; next‑12‑months RSUs vest; PSUs remain outstanding and eligible to vest pro‑rata by service; 12 months subsidized health benefits .
- Severance (with CIC, double‑trigger only): 1.5x base salary + 1.5x target bonus; pro‑rated current year bonus; RSUs fully vest; PSUs vest at target/actual; 12 months subsidized benefits; no single‑trigger cash severance .
Estimated Payments on Termination (as of 12/31/2024)
| Scenario | Base ($) | Target Bonus ($) | Prorated Current Bonus ($) | RSUs ($) | PSUs ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Without Cause / Good Reason (No CIC) | 750,000 | — | 750,000 | 1,036,003 | 3,216,933 | 20,876 | 5,773,812 |
| Without Cause / Good Reason (CIC window) | 1,125,000 | 1,125,000 | 750,000 | 1,499,526 | 6,215,984 | 20,876 | 10,736,386 |
Clawback: Adopted Sept 2023 for Section 16 officers; applies to incentive comp in event of restatement (3‑year lookback); aligned with SEC/Nasdaq rules . 280G: Agreement provides cutback (no excise tax gross‑up); FYBR also accelerated certain payments in Dec 2024 to mitigate potential excise tax impacts .
Performance Compensation
| Component | Design | 2024 Beasley Target | 2024 Actual |
|---|---|---|---|
| AIP (Cash) | Adjusted EBITDA (45%), Revenue (20%), Fiber Locations (17.5%), Net Fiber Adds (17.5%) | $750,000 | $912,000 |
| RSUs | 33% of LTI; 3‑year time vesting (1/3 annually) | $933,333 target value | 40,075 units granted |
| PSUs | 67% of LTI; 3‑year performance; metrics equally weighted (2024–2026) | $1,866,667 target value | 80,149 target units; 40,075/160,298 threshold/max |
Performance & Track Record
- FYBR turned to full‑year organic revenue growth in 2024 and organic Adjusted EBITDA growth in 2023–2024; cumulative TSR since listing implies $128.76 value of an initial $100 investment by 2024 .
- Operational execution: 1.3M fiber locations added in 2024 (total ~7.8M passed), record 385k fiber net adds, churn 1.36%, and call center contacts reduced by 1M; $597M gross annualized cost savings realized by 12/31/2024 .
- Strategic review culminated in pending all‑cash merger with Verizon at $38.50/share (43.7% premium to 90‑day VWAP at 9/3/2024), approved by stockholders; closure expected by Q1 2026 pending approvals .
Compensation Structure Analysis
- High at‑risk mix: majority in performance‑based pay via AIP and PSUs; FYBR does not use stock options, favoring RSUs/PSUs (“full value” awards) .
- AIP paid above target (121.6% weighted), driven by EBITDA, revenue, and fiber build metrics exceeding targets; reinforces pay-for-performance linkage .
- Transaction‑related accelerations (Dec 2024) to mitigate 280G excise taxes ahead of merger—payments/vesting timing optimized but subject to true‑ups; no tax gross‑ups; double‑trigger CIC vesting maintained .
- Governance safeguards: clawback policy, hedging/pledging prohibitions, share ownership guidelines; say‑on‑pay support at 85% in 2024 indicates shareholder endorsement of program .
Equity Ownership & Alignment
- Ownership: 198,211 shares (<1%); meaningfully unvested RSUs/PSUs outstanding, tying future value to FYBR performance and share price .
- Ownership guidelines: 3x salary within five years; executives prohibited from hedging and generally prohibited from pledging company stock without pre‑approval; Insider Trading Policy governs trading windows and practices .
- Options: None; reduces repricing and underwater option risk .
Employment Terms
- Agreement: at‑will with robust confidentiality/non‑compete; severance aligned to role seniority (1x without CIC; 1.5x salary+bonus with CIC) and performance equity treatment (pro‑rata or target/actual vesting) .
- “Good Reason” includes material pay/role diminutions; arbitration and indemnification protections provided; cooperation duties post‑employment .
- No single‑trigger cash severance; CIC requires termination within protection window; equity assumed/replaced where buyer provides replacement awards .
Investment Implications
- Strong pay-for-performance alignment: AIP and PSUs tied to EBITDA, revenue, fiber build, and TSR, with 2024 AIP paid above target due to operational outperformance—supports confidence in Beasley’s execution of fiber-led growth and cost discipline .
- Retention and deal risk: Double‑trigger CIC and substantial PSU/RSU vesting economics in a transaction minimize involuntary turnover risk during Verizon merger; Dec 2024 accelerations were tax‑efficient but maintain performance-based true‑ups, limiting windfalls .
- Alignment safeguards lower governance risk: Clawback, hedging/pledging prohibitions, and ownership guidelines indicate disciplined compensation governance; absence of options reduces repricing risk; say‑on‑pay support at 85% suggests investor acceptance of pay design .
- Ownership is modest (<1%) but sizable unvested equity creates ongoing performance linkage; insider selling pressure from 2024 accelerations likely limited to tax-driven sell-to-cover at vesting and governed by insider policy .