Joe Natale
About Joe Natale
Joe Natale was appointed to the board of Uniti (New Uniti) at the Effective Time of the Windstream merger on August 1, 2025. He is identified in company materials as a former senior telecom operator, including a Regional SVP role at Comcast, bringing deep operating expertise to the board. Tenure at Uniti began 2025-08-01; the company has not yet disclosed age, education, or independence designation for Mr. Natale in post-merger filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast | Regional Senior Vice President | Not disclosed | Senior operating leadership in telecom; brings execution experience to network and customer operations |
External Roles
- No other current public company directorships or committee roles disclosed for Joe Natale in Uniti’s post-merger filings to date .
Board Governance
- Board composition post-merger (Effective Time 2025-08-01): New Uniti directors include Francis X. (Skip) Frantz (Chairman), Kenneth A. Gunderman, Scott G. Bruce, Carmen Perez‑Carlton, Harold Zeitz, Paul Sunu, Randy Dunbar, Mary McLaughlin, and Joe Natale .
- Chairman: Francis X. (Skip) Frantz (independent chair), consistent with legacy structure separating Chair and CEO roles to strengthen oversight .
- Committee structure: Legacy Uniti operated Audit, Compensation, and Governance committees composed entirely of independent directors; post‑merger committee assignments for the new board have not yet been disclosed .
- Executive sessions: Independent directors meet in regular executive sessions without management under corporate governance guidelines .
- Hedging/pledging controls: Directors, officers and employees are prohibited from hedging transactions (e.g., options, short sales); pledging is not permitted absent approval .
- Stockholder influence and director designation rights: Elliott and affiliates own a significant stake and have board designee rights (up to 20% of directors at higher ownership tiers), which can influence board composition and votes .
- Meeting attendance (legacy): In 2024, all directors attended at least 75% of Board/committee meetings. No attendance record yet for Natale given his appointment in August 2025 .
Fixed Compensation (Non‑Employee Directors)
Legacy (FY2024) director compensation program structure (pre‑merger):
| Component | Amount / Terms |
|---|---|
| Annual cash retainer | $100,000 |
| At‑election restricted stock (one‑time) | $100,000; vests ratably over 4 years |
| Annual restricted stock grant | $150,000; 1‑year vesting |
| Chair of Board additional cash | $150,000 annually |
| Committee Chair RS grants | Audit $25,000; Compensation $20,000; Governance $15,000; 1‑year vesting |
| Committee member RS grants (non‑chair) | Audit $12,500; Compensation $10,000; Governance $7,500; 1‑year vesting |
Notes:
- Post‑merger, New Uniti adopted new equity plan documents including a Form of Restricted Shares Agreement for non‑employee directors; specific dollar amounts for the new program have not been disclosed yet .
Performance Compensation (Directors)
- Directors receive time‑based restricted stock; there are no disclosed performance metrics (e.g., TSR, EBITDA) tied to director equity or cash compensation. Performance‑based metrics apply to executive officer compensation programs, not to non‑employee directors .
Other Directorships & Interlocks
- Board network context: The post‑merger board includes executives with current or prior leadership at industry peers and infrastructure companies (e.g., Ziply Fiber CEO Harold Zeitz; Radius Global Infrastructure CEO Scott Bruce), which can enhance sector insight but also heightens conflict‑management needs in sensitive competitive areas. Mr. Natale’s prior Comcast operating role similarly adds cable/telecom domain expertise. Committee assignments and any recusals have not been disclosed post‑merger .
Expertise & Qualifications
- Telecom operations and go‑to‑market: Regional SVP at Comcast; brings large‑scale operating, customer, and network execution experience .
- Board‑level needs alignment: Skill set is directly relevant to Uniti’s fiber infrastructure, consumer/business broadband, and wholesale network strategy post‑merger .
Equity Ownership
- Ownership guidelines: Directors are expected to maintain beneficial ownership of Uniti stock valued at $500,000, with five years from initial election to meet guidelines; during the transition period, 100% of net shares from vesting must be retained (unvested awards and options do not count) .
- Hedging/shorting prohibited; pledging requires approval, reinforcing alignment and risk controls .
- Joe Natale’s individual share ownership, vested/unvested breakdown, and any pledging are not disclosed in available post‑merger filings .
Governance Assessment
-
Strengths
- Independent chair, regular executive sessions, and robust anti‑hedging/pledging policy support board independence and alignment .
- Relevant operator experience: Natale’s Comcast leadership strengthens the board’s operational oversight in consumer and network services .
- No related‑party transactions disclosed for newly appointed directors; no arrangements/understandings pursuant to which they were selected (mitigates conflict concerns) .
- Strong historical shareholder support on executive pay; 2025 say‑on‑pay passed (see vote table below) .
-
Watch items / Potential conflicts
- Concentrated ownership and stockholder agreements (Elliott) provide board designee rights and may influence outcomes on strategic matters, representing an independence perception risk to some investors .
- Presence of an active competitor CEO (Ziply Fiber) on the board heightens sensitivity around competitive information; requires clear committee/recusal protocols; current committee assignments not yet disclosed post‑merger .
- Post‑merger director compensation framework not yet detailed; transparency on cash/equity mix for new directors, including Natale, remains pending .
Say‑on‑Pay Vote Outcome (2025 Annual Meeting)
| Item | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve executive compensation | 165,637,836 | 8,677,064 | 739,866 | 34,190,046 |
Additional Reference – Board Policies (Legacy, carried forward unless modified)
- Independent directors meet without management; leadership structure separates Chair and CEO .
- Prohibit hedging and unapproved pledging; insider trading pre‑clearance with trading windows .
- Director resignation policy for failed majority votes; majority voting standard for director elections .
- Stockholder engagement and robust ownership guidelines for directors and officers .
RED FLAGS
- Ownership concentration and formal designee rights for Elliott (potential influence on nominations/deals) .
- Competitive sensitivities from having an active competitor CEO on the board; absence of disclosed post‑merger committee assignments and recusal frameworks adds uncertainty .
Notes and gaps relevant to Joe Natale:
- Appointment confirmed as of 2025‑08‑01; committee assignments, independence designation, attendance, and any equity ownership/transactions for Mr. Natale have not been disclosed in the company’s post‑merger filings available to date .