Randy Dunbar
About Randy Dunbar
Randy Dunbar is an independent director of New Uniti (Uniti Group’s post-merger entity) appointed at the Effective Time of the Windstream merger on August 1, 2025. He previously served as Former President – Global Transport at Zayo, bringing long-haul fiber transport and infrastructure expertise to the board . Age and education were not disclosed in the filings reviewed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zayo | Former President – Global Transport | Not disclosed | Led global transport business; deep fiber/long-haul experience |
External Roles
- Other public company directorships not disclosed in reviewed filings .
Board Governance
| Item | Detail |
|---|---|
| Board appointment | Appointed as director of New Uniti at merger Effective Time (Aug 1, 2025) |
| Committees | Audit Committee member; Governance Committee member |
| Committee chairs | Audit Committee chaired by Mary McLaughlin; Governance Committee chaired by Francis X. (“Skip”) Frantz |
| Compensation Committee | Not listed as a member; committee chaired by Scott G. Bruce |
| Board independence (context) | Prior (pre-merger) Board determined all directors except CEO Gunderman were independent under Nasdaq and SEC rules |
| Board meetings (2024 context) | Board met 8 times; Audit, Compensation, Governance each met 4 times |
| Attendance (2024 context) | All directors attended ≥75% of Board/committee meetings; directors expected to attend annual meeting |
| Risk oversight | Audit oversees ERM, cybersecurity/data privacy; Compensation oversees compensation risk |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Paid in cash |
| Chair of Board additional cash retainer | $150,000 | Paid to Board Chair |
| Meeting fees | Not disclosed | No specific meeting fees disclosed |
| New Uniti transition | Pro-rated cash retainer for newly appointed directors at Effective Time | Applies to Dunbar |
Performance Compensation
| Equity Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| One-time at-election restricted stock grant | $100,000 | Vests ratably over 4 years | Granted upon election |
| Annual restricted stock grant | $150,000 | 1-year vesting | Annual director equity |
| Committee chair equity grants | Audit: $25,000; Compensation: $20,000; Governance: $15,000 | 1-year vesting | For chairs |
| Committee member equity grants (non-chair) | Audit: $12,500; Compensation: $10,000; Governance: $7,500 | 1-year vesting | For members |
| Grant sizing method | Based on 20-trading day average closing price prior to grant date | Determines number of shares | Director equity sizing |
| New Uniti transition | Initial and annual restricted stock grants to new directors (including Dunbar) | Standard indemnity agreement executed | Post-merger alignment |
| Performance metrics tied to director equity | None disclosed; time-based RS only | — | No director PSUs disclosed |
- Clawback policy and ownership alignment controls: Company maintains a Clawback Policy and robust stock ownership guidelines; equity generally vests over three years for employees, and director grants vest per program terms .
- Insider trading and hedging policy: Pre-clearance required for designated persons; trading windows enforced; hedging/shorting and derivative speculation prohibited for directors .
Other Directorships & Interlocks
- No related party transactions requiring disclosure for New Uniti directors at appointment; appointments (other than Elliott designees Paul Sunu and Mary McLaughlin) were not pursuant to arrangements with any person .
- No additional public company board roles for Dunbar were disclosed in filings reviewed .
Expertise & Qualifications
- Telecommunications and fiber infrastructure: Former President – Global Transport at Zayo, implying expertise in long-haul capacity, dark fiber, and transport operations .
- Audit-relevant experience: Serves on Audit Committee; New Uniti Audit Committee oversees financial reporting, internal controls, cyber/data privacy, and related-party transactions .
Equity Ownership
| Date | Filing | Title of Security | Amount Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|---|---|
| Aug 5, 2025 | Form 3 | Common Stock | 0 | Not applicable | Initial statement; “No securities are beneficially owned.” |
| Aug 1, 2025 | 8-K12B | Restricted Stock | Initial and annual restricted stock grants to be issued to new directors (incl. Dunbar) | Direct | Pro-rated cash retainer; standard indemnity agreement |
- Hedging/pledging: Hedging and short sales prohibited by policy; pledging not specifically addressed in reviewed excerpts .
Say-on-Pay & Shareholder Feedback (Context for governance culture)
| Item | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (2025) | 165,637,836 | 8,677,064 | 739,866 | 34,190,046 |
Compensation Committee Analysis (Context)
- Compensation Committee (pre-merger composition): Bruce (Chair), Banner, Frantz, Perez-Carlton; independent; uses independent consultant Pearl Meyer; no interlocks or related-party issues disclosed for 2024 .
Governance Assessment
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Strengths:
- Immediate committee placement on Audit and Governance aligns Dunbar’s fiber transport expertise with risk oversight and board composition work .
- Director pay mix emphasizes equity via at-election and annual RS grants, supporting alignment; clawback and ownership guidelines further mitigate risk-taking concerns .
- No related-party transactions disclosed for directors at appointment, reducing conflict risk .
-
Watch items / RED FLAGS:
- Initial Form 3 reported zero beneficial ownership at appointment; alignment will depend on timely issuance and retention of RS grants .
- Independence status for New Uniti’s post-merger board members (including Dunbar) is not explicitly stated in the 8-K excerpt; prior proxy indicated independence for the former board (context only) . Monitor future proxy for formal independence affirmations.
- Post-merger integration complexity elevates governance demands; Audit Committee’s oversight of related-party transactions and cyber/data privacy will be critical .
-
Signals for investor confidence:
- Clear committee assignments with experienced chairs (McLaughlin for Audit; Frantz for Governance) and standard indemnity agreements indicate structured governance .
- Director compensation adheres to a transparent program with equity emphasis and disclosed vesting schedules .
Overall, Dunbar’s transport/fiber background complements New Uniti’s strategic focus on long-haul and dark fiber. Confirmation of independence and disclosure of his specific equity grants in upcoming filings will be key to assessing ownership alignment and board effectiveness .