Mary McLaughlin - Director | Uniti Group (UNIT) Executive Profile & Compensation

About Mary McLaughlin

Mary McLaughlin is an independent director of Uniti Group, appointed on August 1, 2025, as an Elliott designee; she chairs the Audit Committee and serves on the Governance Committee . She brings 25+ years in telecommunications operations, having served as Comcast’s Regional Senior Vice President for the Mid-Atlantic (Beltway) and previously Western New England, leading multi-thousand person teams and P&L/operations across millions of customers . An attorney by training, McLaughlin earned a BA from Bridgewater State College and a JD from Suffolk University Law School, and served as a Massachusetts Assistant Attorney General focused on consumer protection before entering the cable industry .

Past Roles

Organization	Role	Tenure	Committees/Impact
Comcast Cable	Regional SVP, Beltway (MD/VA/DC region)	Appointed Nov 10, 2015	Led operations, network development, financial performance for >2M customers and ~5,000 employees; recognized by CableFAX as “Most Powerful Women in Cable” (2014–2015)
Comcast Cable	Senior VP, Western New England Region	~2010–2015	Oversaw operations, customer service, network development across five states; led revenue and OCF growth; managed ~800,000 customers
Adelphia Communications	Regional VP, Law & Public Policy (Northeast); Area VP (VT/NH/E NY)	Early 2000s	Legal/government relations strategy; transitioned into operational leadership
AT&T Broadband	VP, Acquired Business Integration (New England); VP, Public Affairs & Communications	2000–2003	Integration of acquired systems; led external affairs strategy
Continental Cablevision	Legal/Policy roles	1994–2000	Corporate counsel and public policy work
Massachusetts Attorney General’s Office	Assistant Attorney General (Consumer Protection)	Pre-1994	Consumer protection litigation and policy

External Roles

Organization	Role	Tenure	Notes
Windstream	Director (prior)	Prior to Aug 2025	Previously served on Windstream’s board; selected alongside Paul Sunu to the New Uniti board under Elliott Stockholder Agreement

Board Governance

Board independence: Uniti states directors (and director nominees) are independent except the CEO, consistent with Nasdaq and SEC rules .
Committee assignments: Audit Committee chaired by Mary McLaughlin; members Randy Dunbar, Skip Frantz, Carmen Perez-Carlton. Governance Committee chaired by Skip Frantz; members Scott Bruce, Randy Dunbar, Mary McLaughlin .
Executive sessions: Independent directors meet in executive session at regular Board meetings; Chairman presides .
Hedging/pledging policy: Company prohibits hedging and unapproved pledging of common stock .
Stock ownership guidelines: Non-employee directors are expected to maintain beneficial ownership valued at $500,000; five-year transition period; retention of 100% of net shares until compliant; options and unvested RSUs not counted .

Fixed Compensation

Component	Amount	Vesting/Notes
Annual cash retainer (non-employee director)	$100,000	Paid in cash; McLaughlin to receive pro-rated retainer upon appointment
At-election restricted stock grant	$100,000	Time-based restricted stock; vests ratably over four years
Annual restricted stock grant	$150,000	One-year vesting
Committee Chair equity grants	Audit Chair: $25,000; Compensation Chair: $20,000; Governance Chair: $15,000	One-year vesting; Audit Chair applies to McLaughlin
Committee member RS grants (non-chair)	Audit: $12,500; Compensation: $10,000; Governance: $7,500	One-year vesting

Performance Compensation

Directors’ compensation is predominantly fixed cash and time-based restricted stock; no performance-based director metrics (e.g., TSR, EBITDA) are disclosed for non-employee directors .

Performance Metric	Target/Definition	Measurement	Payout Linkage
Not applicable for non-employee directors	No disclosed director performance metrics	N/A	N/A

Other Directorships & Interlocks

Elliott designee: McLaughlin joined the New Uniti Board as an Elliott designee under the Elliott Stockholder Agreement, which grants Elliott the right to select two of nine directors (McLaughlin and Paul Sunu); agreement includes standstill and registration rights provisions for Elliott .
Related party transactions: 8-K states no directors (including McLaughlin) are party to related-party transactions requiring Item 404(a) disclosure, except the designee arrangement noted .

Expertise & Qualifications

Telecommunications operations leader with deep B2C/B2B execution across complex, multi-state regions; recognized by CableFAX as among the “Most Powerful Women in Cable” .
Legal and consumer protection background (Massachusetts AAG), bringing regulatory and risk oversight perspective relevant for audit/governance roles .

Equity Ownership

Date	Form	Transaction	Shares	Ownership Form	Vesting
08/05/2025	Form 3	Initial statement of beneficial ownership	0	N/A	No securities beneficially owned
08/01/2025	Form 4	Stock award grant	12,058	Direct	Vests in four equal installments on Aug 1 each year, first on Aug 1, 2026
08/01/2025	Form 4	Stock award grant	22,006	Direct	Vests in full on Aug 1, 2026
08/05/2025	Form 4 summary	Beneficial ownership after grants	34,064	Direct	As above

Indemnity agreement: McLaughlin entered New Uniti’s standard indemnity agreement for directors and officers upon appointment .

Governance Assessment

Strengths:
- Audit Committee chair immediately upon appointment suggests confidence in McLaughlin’s oversight capability; committee structures emphasize independent oversight and regular executive sessions .
- Director ownership guidelines and prohibition on hedging/unauthorized pledging support alignment and risk mitigation .
- Time-based equity grants (initial and annual) provide skin-in-the-game; McLaughlin holds 34,064 RS shares with defined vesting schedules .
Potential RED FLAGS / Watch items:
- Elliott designee status: While no Item 404(a) related-party transactions are disclosed, Elliott’s rights to nominate directors and registration rights indicate significant shareholder influence that warrants monitoring for conflicts or undue pressure on audit/governance processes .
- New appointee with mid-year start: Attendance/engagement metrics for McLaughlin will only be observable in subsequent filings; investors should track committee meeting attendance and board contribution disclosures in future proxies .
Compensation structure signals:
- Director pay is largely fixed plus time-based equity, with additional RS awards for committee chairs/members; no performance-linked director metrics are disclosed, which is common but reduces pay-for-performance linkage at the board level .

Committee Assignments

Committee	Role	Members
Audit	Chair	Mary McLaughlin (Chair), Randy Dunbar, Francis X. Frantz, Carmen Perez-Carlton
Governance	Member	Francis X. Frantz (Chair), Scott G. Bruce, Randy Dunbar, Mary McLaughlin

Director Compensation Program Reference

Element	Program Detail
Cash retainer	$100,000 annual cash retainer (pro-rated upon appointment)
Equity at-election	$100,000 restricted stock (four-year ratable vest)
Equity annual	$150,000 restricted stock (one-year vest)
Committee chair RS grants	Audit: $25,000; Compensation: $20,000; Governance: $15,000 (one-year vest)
Committee member RS grants	Audit: $12,500; Compensation: $10,000; Governance: $7,500 (one-year vest)

Other Notes

Independence: Uniti affirms independent status for directors under Nasdaq/SEC standards, with CEO as the only non-independent director; McLaughlin’s committee roles are consistent with independent director service .
Board leadership: Chairman and CEO roles are separated, enhancing independent oversight .
Ownership guidelines and retention: Directors have five years from initial election to meet guidelines; must retain 100% of net shares from vesting until compliant .