Stephen Pusey
About Stephen C. Pusey
Independent director since April 2021; age 63 as of the 2025 annual meeting. Former Group Chief Technology & Operations Officer at Vodafone Group PLC, with 40+ years of international telecom operations experience and extensive fiber rollout expertise; currently Senior Advisor at Bridge Growth Partners. Education: Advanced Management Program, Harvard Business School. Board tenure ~4 years; independence affirmed by FYBR’s Board (all non-employee directors are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone Group PLC | Group Chief Technology & Operations Officer | 2006–2015 | Led global network/IT/product/procurement; advanced network leadership |
| Nortel Networks | EVP; President, Nortel EMEA | 1982–2006 | Ran sales, marketing, customer operations in EMEA |
| Bridge Growth Partners | Senior Advisor | 2017–Present | Advised tech investments; M&A exposure across portfolio |
| Verizon Wireless partnership (Vodafone) | Board representative | c. 2009–2013 | Involved in $130B sale of 45% stake in Verizon Wireless |
| ARM Holdings (as director) | Director | 2015–2016 | Oversaw sale to SoftBank (> $32B) |
| GlobalLogic (as director) | Director | 2015–Present | Oversaw sale to Hitachi ($9.6B) |
| Accedian (as director) | Director | 2023 | Oversaw sale to Cisco |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VEON Ltd. | Director | 2020–2021 | Public company board (past) |
| FireEye, Inc. | Director | 2015–2021 | Public company board (past) |
| Centrica PLC | Director | 2015–2020 | Public company board (past) |
| ARM Holdings PLC | Director | 2015–2016 | Public company board (past) |
| Vodafone | Board member | 2009–2015 | Public company board (past) |
| Boldyn Networks (formerly BAI) | Director | 2022–Present | Private company board |
| GlobalLogic, Inc. | Director | 2015–Present | Private company board |
| Solace Systems | Director | 2017–Present | Private company board |
Board Governance
- Committees: Audit; Nominating & Corporate Governance; Strategic Review (member, not chair) .
- Independence: FYBR Board determined all non-employee directors independent; Pusey is independent .
- Attendance: FYBR Board held 16 meetings in 2024; average attendance 97.8%. Each director attended at least 93% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee Report signatory: Stephen C. Pusey is listed on the Audit Committee’s report, evidencing active participation .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $130,000 | Includes annual board retainer and applicable committee cash (e.g., Strategic Review member retainer) |
| Stock Awards (RSUs) | $179,505 | Grant-date fair value under ASC 718; annual RSU program plus committee RSU retainers; priced at $26.72 per share |
| Total | $309,505 | Sum of cash and stock awards |
Program structure for non-employee directors (2024):
- Annual cash retainer: $115,000; annual RSU award: $150,000 .
- Committee chair cash retainers: Audit $25,000; Compensation & Human Capital $20,000; Nominating $15,000; Strategic Review $60,000 .
- Committee member retainers: Strategic Review cash $30,000; Audit RSU $15,000; Compensation RSU $12,000; Nominating RSU $10,000 .
Performance Compensation
No performance-based director equity (e.g., PSUs) disclosed for non-employee directors; director equity is time-based RSUs and committee RSU retainers only .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| VEON Ltd.; FireEye, Inc.; Centrica PLC; ARM Holdings PLC; Vodafone | Public (past) | Director | Historical roles; no FYBR-related party exposure disclosed |
| Boldyn Networks; GlobalLogic; Solace Systems | Private | Director | Industry-adjacent; FYBR reported no related person transactions in 2024 |
FYBR’s Related Person Transactions policy requires Audit Committee review for any >$120,000 related party transaction; FYBR reported none for 2024 .
Expertise & Qualifications
- Deep telecom operations and network engineering leadership; led global technology strategy and fiber rollout at Vodafone .
- Large-cap transaction experience (Vodafone–Verizon Wireless $130B; ARM–SoftBank >$32B; GlobalLogic–Hitachi $9.6B) .
- Experience in cybersecurity/IT oversight through Audit Committee work and technology background .
- Education: Advanced Management Program, Harvard Business School .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 3/25/2025) | 33,271 shares | <1% of class; FYBR had ~250.2M shares outstanding |
| Unvested RSUs (12/31/2024) | 6,718 | Director RSUs; count toward ownership guidelines |
| Ownership guidelines | 5x annual core cash compensation (currently equates to $500,000) within 5 years of joining; RSUs (vested/unvested, deferred) count | |
| Hedging/pledging | Prohibited for directors and executive officers (unless pledging pre-approved by CLO) |
Compliance status with ownership guidelines is not specifically disclosed; Pusey’s five-year window runs to 2026 (joined 2021) .
Governance Assessment
-
Strengths
- Independent, multi-committee member (Audit; Nominating; Strategic Review) with relevant telecom and technology oversight skills .
- High board engagement environment: Board met 16 times; average attendance 97.8%; each director ≥93% .
- No FYBR related party transactions in 2024; robust related-party review policy overseen by Audit Committee .
- Director equity paid in full-value RSUs aligns with shareholder outcomes; stock ownership guidelines at 5x cash retainer support alignment .
-
Watch items
- Multiple external private directorships in telecom-adjacent businesses (e.g., Boldyn Networks) warrant ongoing monitoring for any future transactions with FYBR; currently, none disclosed .
- Strategic Review Committee cash retainer structure introduces incremental fixed pay; ensure committee workload and outcomes justify retainers amid pending Verizon transaction .
-
RED FLAGS
- None identified: no related-party transactions; hedging/pledging prohibited; independence affirmed; attendance strong .
-
Investor confidence signals
- FYBR’s 2024 say-on-pay support at 85% indicates acceptable executive pay governance; while director pay is separate, overall compensation oversight is viewed favorably by shareholders .