Paul Sunu
About Paul Sunu
Non-employee director of New Uniti (Uniti Group Inc.) appointed on August 1, 2025; designated to the board by Elliott Investment Management following the Windstream–Uniti merger . Previously served as President and Chief Executive Officer of Windstream Parent, Inc. prior to the merger, certifying the company’s Q1 and Q2 2025 reports as CEO . As a newly appointed director, he will be compensated under New Uniti’s non-employee director compensation program consistent with the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windstream Parent, Inc. | President & Chief Executive Officer | CEO status affirmed in Q1 2025 filing (May 9, 2025) and Q2 2025 filing (July 31, 2025) | Led issuer prior to consummation of merger with Uniti; executed CEO certifications |
External Roles
| Organization | Role | Start Date | Board Committees |
|---|---|---|---|
| New Uniti (Uniti Group Inc.) | Director; Elliott designee | August 1, 2025 | Not assigned to Audit, Compensation, or Governance per post-merger committee composition |
Board Governance
- Board composition post-merger includes nine directors; Paul Sunu appointed as one of Elliott’s two designees .
- Committees post-merger: Audit (McLaughlin—chair; Dunbar; Frantz; Perez-Carlton), Compensation (Bruce—chair; Natale; Perez-Carlton; Zeitz), Governance (Frantz—chair; Bruce; Dunbar; McLaughlin). Paul Sunu is not listed on these committees .
- Governance features: majority voting with contingent resignation policy, independent chair, annual election of directors, executive sessions of independent directors, and prohibition of hedging and unapproved pledging .
Fixed Compensation
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Pro-rated for new appointees; applicable to Mr. Sunu per 8-K |
| At-election restricted stock grant | $100,000 | Vests ratably over four years |
| Annual restricted stock grant | $150,000 | One-year vesting |
| Committee chair restricted stock grants | Audit $25,000; Compensation $20,000; Governance $15,000 | One-year vesting; only if serving as chair |
| Committee member restricted stock grants (non-chair) | Audit $12,500; Compensation $10,000; Governance $7,500 | One-year vesting; only if serving as member |
As disclosed, new directors (including Mr. Sunu) receive initial and annual restricted stock grants and pro-rated cash retainer under this program .
Performance Compensation
| Element | Metric | Terms |
|---|---|---|
| Director equity grants | Time-based vesting | At-election RS vests over four years; annual RS vests in one year. No performance metrics are applied to director equity grants |
Other Directorships & Interlocks
- Elliott board designation: Paul Sunu is appointed as a director as an Elliott designee, reflecting investor representation pursuant to stockholder agreements executed at closing (Elliott retains rights to board designees; other investors may have a board observer) .
- Registration rights and lock-ups: Elliott and certain other stockholders obtained registration rights and are subject to customary lock-ups and standstill provisions after closing .
- Charter modifications: The Second Amended and Restated Certificate of Incorporation includes (i) foreign ownership/FCC compliance redemption provisions with carve-outs for Elliott and certain minority investor stockholders and (ii) a tailored “interested stockholder” definition under DGCL 203 that excludes Elliott and specified transferees—potential governance interlocks to monitor .
Expertise & Qualifications
- Telecom leadership: Served as CEO of Windstream Parent, Inc. prior to the merger, indicating senior operational and governance experience in the sector .
Equity Ownership
| Date | Filing | Title of Security | Beneficial Ownership | Notes |
|---|---|---|---|---|
| Aug 5, 2025 | Form 3 (Initial Statement of Beneficial Ownership) | UNIT Common Stock | No securities beneficially owned | Filed via attorney-in-fact; establishes initial position at appointment |
Insider Trades
| Date | Form | Transaction | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|---|
| Aug 5, 2025 | Form 3 | Initial statement | — | — | No securities beneficially owned |
Governance Assessment
- Strengths: Majority voting/resignation policy, independent chair, executive sessions of independent directors, robust stock ownership guidelines ($500,000 for non-employee directors), and prohibitions on hedging and unapproved pledging support board accountability and alignment .
- Red flags/monitoring: Investor rights create board interlocks—Elliott designees (including Mr. Sunu) may heighten potential conflicts; charter carve-outs (FCC foreign ownership and DGCL 203 modifications) favor specific holders, warrant ongoing oversight of related-party and governance risks .
- Compensation reasonableness: Director pay structure is standard for REIT/infrastructure peers—cash retainer plus time-based RS; no meeting fees; additional RS for committee roles; new appointees receive initial and annual grants, with pro-rated cash—consistent and transparent .
- Say-on-pay context: Shareholders supported executive compensation at ~93% in 2024, indicating general investor alignment with compensation philosophy pre-merger (context for overall governance sentiment) .
Equity Ownership Alignment & Guidelines
- Stock ownership guidelines require non-employee directors to maintain $500,000 in Company stock, with a five-year transition period; until met, directors must retain 100% of shares net of taxes from vesting events .
- Hedging and pledging: Company policy prohibits hedging and unapproved pledging by directors and officers .
Related Party Transactions & Conflicts (Risk Indicators)
- Board designees and rights: Elliott and certain investors have board representation, registration rights, and standstill/lock-ups; monitor any transactions or decisions implicating these holders for potential related-party exposure .
- Charter terms: FCC-related redemption provisions and the modified DGCL 203 “interested stockholder” definitions exclude Elliott and specified investors, which can structurally advantage certain holders—requires careful independence and conflict management at the board level .
Compensation Committee Analysis (Post-Merger)
- Composition: Compensation Committee consists of Scott G. Bruce (chair), Joe Natale, Carmen Perez-Carlton, and Harold Zeitz (all independent per committee setup) .
- Consultant usage: The company historically retained Pearl Meyer as independent compensation consultant for program design and peer group benchmarking (context for governance process) .
Attendance and individual independence classification for Mr. Sunu have not been disclosed as of his August 1, 2025 appointment; committee assignments reflect no current committee membership for Mr. Sunu .