Woody Young
About Woody Young
Independent director since February 2024 (age 66), with 30+ years as a senior investment banker across global TMT franchises and recent operating experience as President of Solidigm directing finance, strategy, corporate development, HR, legal and IT. He holds degrees from Brown (BA, International Relations), Cambridge (MA, International Relations), and Yale SOM (Master’s in Public & Private Management). At Frontier (FYBR), he serves on Audit and Nominating & Corporate Governance and chairs the Special Strategic Review Committee; the Board has affirmatively determined he is independent under SEC and Nasdaq rules. The Board averaged 97.8% attendance in 2024, and each director attended at least 93% of Board/committee meetings and the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners | Partner; Chairman, Mergers & Acquisitions | 2016–2022 | Led telecom/media franchise; advised on transformative deals (e.g., AT&T/Time Warner $109B; AT&T/DirecTV $67B; BellSouth $90B; Sprint/Nextel $47B; Qwest sale to CenturyLink $22B). |
| Lazard Ltd. | Vice Chairman, U.S. Investment Banking; Co-Head, Global TMT | 2009–2015 | Co-led global TMT; advised on large-cap telecom/media M&A. |
| Merrill Lynch | Head, Global TMT | 2008–2009 | Led global TMT banking. |
| Lehman Brothers | MD & Co-Head, Global Communications & Media Group; Chairman, Senior Client Council | 1993–2007 | Built global telecom/media coverage; senior client oversight. |
| First Boston | Director, M&A Department | 1987–1993 | Lead roles in M&A execution. |
| U.S. Treasury (White House Fellow) | Special Assistant to the Deputy Secretary | 1991–1992 | Federal policy and finance exposure. |
| Solidigm | President | 2022–2023 | Directed finance, strategy, corp dev, HR, legal, IT. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solidigm | Private company board/member (as disclosed) | 2022–2023 | Listed under “Private Company Boards and Other Memberships.” |
| U.S. Treasury (White House Fellow) | Special Assistant | 1991–1992 | Public-sector fellowship program. |
Board Governance
- Committee assignments: Audit (member); Nominating & Corporate Governance (member); Special Strategic Review Committee (Chair).
- Audit Committee financial expert designation by the Board.
- Independence: Board determined all non-employee directors (8 of 10) are independent; only Executive Chairman (Stratton) and CEO (Jeffery) are non-independent.
- Attendance and engagement: Board met 16 times in 2024; average attendance 97.8%; each director attended ≥93% of Board/standing committee meetings and the 2024 annual meeting.
- Executive sessions of independent directors held regularly; Lead Independent Director presides.
- Strategic oversight: Strategic Review Committee created June 2024; chaired by Young; oversaw process culminating in Verizon merger agreement announced Sept 2024.
Fixed Compensation
| Element | 2024 | Vesting/Notes |
|---|---|---|
| Fees earned or paid in cash | $145,000 | Includes Board retainer and applicable committee cash fees per program. |
| Stock awards (RSUs) | $179,505 | Annual RSU grant of $150,000 plus applicable committee RSU retainers; grant-date price $26.72/share; annual RSU vests 5/31/2025. |
| Program design (non-employee directors) | Board cash retainer $115,000; Annual RSU $150,000; Audit member RSU $15,000; Comp member RSU $12,000; NCG member RSU $10,000; Strategic Review chair cash $60,000; Strategic Review member cash $30,000. |
Performance Compensation
| Metric | Applicability to Director Pay | Detail |
|---|---|---|
| Performance-based metrics | Not used | Director equity is time-based RSUs; no options or PSUs for directors disclosed. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| — | — | No current public company directorships disclosed | None disclosed in FYBR’s proxy. |
| Solidigm | Private | Board/member (as disclosed) | Not a disclosed interlock with FYBR suppliers/customers. |
- Compensation Committee interlocks: FYBR’s Compensation & Human Capital Committee (Beebe, Chang, Coe, Turcke) had no officer members; Young is not on the Committee.
Expertise & Qualifications
- Telecom/media M&A leadership across Perella Weinberg, Lazard, Merrill Lynch, Lehman; led landmark transactions in the sector.
- Operating executive experience (President, Solidigm) across finance, strategy, corp dev, HR, legal, IT.
- Audit committee “financial expert” designation underscores financial literacy and oversight capability.
- Education: Brown (BA), Cambridge (MA), Yale SOM (PPM).
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 6,718 shares; less than 1% of class. |
| Unvested RSUs held (as of 12/31/2024) | 6,718. |
| Ownership guidelines | Non-management directors must own at least 5× annual core cash compensation (currently equates to $500,000) within 5 years; RSUs (vested/unvested, including deferred) count. |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited unless specifically pre-approved by CLO. |
Governance Assessment
- Positives: Independent director with deep telecom M&A expertise, designated audit committee financial expert, heavy engagement via chairing Strategic Review during Verizon process, and strong attendance culture at the Board level.
- Alignment: Director compensation mixes cash and time-based equity; RSUs and ownership guidelines promote alignment; hedging/pledging prohibited.
- Conflicts and related-party exposure: Company reported no related person transactions in 2024; Compensation Committee interlocks absent; overboarding limits in governance guidelines (≤4 public boards; ≤3 audit committees) further mitigate risk.
- RED FLAGS: None identified in FYBR’s 2025 proxy for Young (no pledging/hedging, no related party transactions, no disclosed attendance issues).