Carmen Perez-Carlton
About Carmen Perez-Carlton
Carmen Perez-Carlton, age 64, has served as an independent director of Uniti Group Inc. since October 1, 2019. She is a former President of FPL FiberNet, LLC, holds a B.A. in Accounting from Florida International University, and is a Certified Public Accountant (inactive). Her telecom operations, M&A, and accounting background underpins her Audit Committee leadership and board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FPL FiberNet, LLC | President | 2007–Jan 2017 | Grew via acquisitions and network expansion; led debt refinancing; led sale to Crown Castle |
| FPL FiberNet, LLC | VP Sales & Marketing; Director, Finance & Accounting | Mar 2004–Jan 2007 | Commercial leadership and financial ops |
| Florida Power & Light Co. | Assistant Controller; Director, Revenue & Recovery | Prior to 2004 (dates not specified) | Led credit and collections strategies/processes |
| Deloitte | Audit Manager | Early career | Audit and accounting expertise |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Summit Utilities, Inc. | Director | Appointed 2023 | Regulated natural gas distribution; multi-state footprint |
| Crown Castle International Corp. (NYSE: CCI) | Independent Advisor | Jan 2017–Jul 2019 | Strategic guidance on M&A, strategy, business development (fiber REIT context) |
| Multiple non-profits | Board service | Not disclosed | Recognition in 2013 by Capacity Media as top ten women in telecom |
Board Governance
- Independence: The Board has determined all directors other than the CEO are independent; Perez-Carlton is independent under Nasdaq and SEC rules .
- Committee assignments: Serves on all three standing committees; Chair of Audit Committee; member of Compensation and Governance committees .
- Financial expert: Each current Audit Committee member is an “audit committee financial expert,” which includes Perez-Carlton .
- Attendance: In 2024 the Board met 8 times; each committee met 4 times; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet without management; in 2023 these generally occurred at the end of each regular Board meeting .
- Governance leadership: Independent Chairman (Frantz); majority voting with resignation policy for directors .
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $100,000; additional annual cash retainer $150,000 only for Chairman of the Board (not applicable to Perez-Carlton) .
- 2024 director compensation paid (actual): | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | 2023 | 100,000 | 176,458 | 276,458 | | 2024 | 100,000 | 208,387 | 308,387 |
Notes:
- Stock awards reflect grant-date fair value under ASC 718; the 2024 unvested restricted stock balance at 12/31/2024 was 36,948 shares for Perez-Carlton .
- No meeting fees disclosed; compensation is retainer plus equity .
Performance Compensation
- Equity structure:
- At-election RS grant: $100,000 vesting ratably over 4 years (one-time, already occurred at appointment in 2019) .
- Annual RS grant: $150,000, one-year vesting .
- Committee RS grants: Chairs receive $25,000 (Audit), $20,000 (Compensation), $15,000 (Governance); non-chairs receive $12,500 (Audit), $10,000 (Compensation), $7,500 (Governance), all one-year vesting .
- Share count determined by average closing price for 20 trading days prior to grant .
| Component | Grant Value ($) | Vesting | Metric Linkage |
|---|---|---|---|
| Annual RS | 150,000 | 1-year | Time-based; no performance metrics disclosed |
| Audit Chair RS | 25,000 (if Chair) | 1-year | Time-based; no performance metrics disclosed |
| Compensation Committee Member RS | 10,000 (non-chair) | 1-year | Time-based; no performance metrics disclosed |
| Governance Committee Member RS | 7,500 (non-chair) | 1-year | Time-based; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Summit Utilities, Inc. | Private | Director | No Uniti-related transactions disclosed |
| Crown Castle (CCI) | Public | Advisor (past) | No current interlock; advisory role ended 2019 |
- Related-party transactions: Audit Committee reviews and must approve related-party transactions; there were no commercial related-party transactions requiring disclosure in the 2025 proxy .
- Compensation committee interlocks: No relationships requiring disclosure; no insider participation conflicts in 2024 .
Expertise & Qualifications
- Telecom operations, fiber, and M&A execution as President of FPL FiberNet (growth via acquisition; debt refinancing; sale to CCI) .
- Financial and accounting expertise; CPA (inactive); Deloitte audit background; Assistant Controller and revenue leadership at Florida Power & Light .
- Governance: Audit Committee chair with SEC-defined financial expert status, indicating strong oversight of reporting, controls, and auditor independence .
Equity Ownership
| Date | Beneficial Ownership (shares) | % Outstanding | Shares Outstanding (reference) | Ownership Guideline Share Amount | Shares Counted Under Guidelines |
|---|---|---|---|---|---|
| Mar 22, 2024 | 132,779 | <1% | 240,228,435 | 62,814 | 93,748 |
| Mar 21, 2025 | 167,652 | <1% | 245,454,337 | 62,814 | 132,779 |
Notes:
- Directors must maintain beneficial ownership valued at $500,000; five-year transition from initial election; until met, directors must retain 100% of net shares from vesting; options and unvested shares are excluded from guideline counts .
- Perez-Carlton’s guideline “shares owned” rose materially from 93,748 in 2024 to 132,779 in 2025, reflecting increasing alignment; guideline share amounts are calculated using the prior annual meeting’s closing price (e.g., $3.26 for 2024) .
Governance Assessment
- Committee leadership and oversight: Chairing Audit with financial expert status, with formal reports to the Board recommending inclusion of audited financials (PCAOB communication, auditor independence, ICFR oversight), signals strong governance and controls .
- Independence & engagement: Independent status; service on all committees; met attendance expectations; participation in executive sessions without management .
- Ownership alignment: Complies with robust stock ownership guidelines framework and increased guideline-owned shares year-over-year; company prohibits hedging and unapproved pledging, enhancing alignment and reducing risk of misaligned incentives .
- Director compensation: Balanced cash/equity mix with time-based RS; no director performance metrics disclosed (reduces short-termism risk but provides limited pay-for-performance signals at the director level) .
- Shareholder support: Strong re-election support in 2025 (For 168,373,380; Against 6,120,431; Abstained 560,955) and solid say-on-pay approval (For 165,637,836; Against 8,677,064; Abstained 739,866), indicating investor confidence in governance and compensation oversight .
- RED FLAGS: None disclosed regarding related-party transactions, interlocks, hedging/pledging, or delinquent Section 16 filings; company reports director and officer filing compliance for 2024 .
Director Compensation Detail
| Component | 2023 Amount ($) | 2024 Amount ($) | Notes |
|---|---|---|---|
| Cash Retainer | 100,000 | 100,000 | Non-employee director annual cash retainer |
| Stock Awards (ASC 718 grant-date fair value) | 176,458 | 208,387 | Annual RS plus committee RS; share count based on 20-day average price prior to grant |
| Total | 276,458 | 308,387 | Sum of cash and equity |
| Unvested RS at year-end | 31,518 (12/31/2023) | 36,948 (12/31/2024) | Year-end unvested RS balances |
Insider Trades and Section 16 Compliance
| Item | Status/Detail |
|---|---|
| Delinquent Section 16(a) Reports | Company believes all filing requirements for directors and executive officers were met for FY2024 |
| Hedging/Pledging | Hedging prohibited; unapproved pledging prohibited; pre-clearance and trading windows enforced |
Say-on-Pay & 2025 Voting Outcomes
| Proposal | Votes For | Votes Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors – Carmen Perez-Carlton | 168,373,380 | 6,120,431 | 560,955 | 34,190,046 |
| Advisory Vote to Approve Executive Compensation | 165,637,836 | 8,677,064 | 739,866 | 34,190,046 |
Compensation Committee Analysis
- Composition: Bruce (Chair), Banner, Frantz, Perez-Carlton; all independent and non-employee directors .
- Consultant: Pearl Meyer engaged as independent advisor; committee policy restricts consultants from performing other services; independence reviewed with no conflicts identified .
- Scope: Oversees and administers director and executive compensation; reviewed and recommended inclusion of CD&A; performance metrics used for executive pay are discussed in CD&A (director pay is time-based) .
Related Party Transactions
- Policy: Audit Committee reviews/approves related-party transactions; must be arm’s-length or fair/in-company’s interest .
- Disclosures: No related-party transactions requiring disclosure in the 2025 proxy; no Compensation Committee interlocks requiring disclosure in 2024 .
Board Meeting Cadence
| 2024 Meetings | Count |
|---|---|
| Board meetings | 8 |
| Audit Committee | 4 |
| Compensation Committee | 4 |
| Governance Committee | 4 |
Conclusion
- Perez-Carlton’s Audit Committee chairmanship, financial expert designation, and deep telecom/accounting background support effective oversight of reporting and controls, bolstering investor confidence. Independence, steady attendance, and rising guideline-owned shares reinforce alignment. No related-party or Section 16 red flags are disclosed, and shareholders showed strong support in 2025 elections and say-on-pay, indicating governance credibility .