Skip Frantz
About Francis X. “Skip” Frantz
Independent Chairman of the Board at Uniti Group Inc. (UNIT), age 71, serving as a director since 2015 and Chairman since the Windstream spin-off. Frantz is a longtime telecom executive and governance leader, formerly Chairman of Windstream’s board (2006–2010), Chair of Windstream’s Audit Committee, and Executive Vice President—External Affairs, General Counsel and Secretary at Alltel; he also chaired the USTelecom Association and a community bank in Little Rock. His credentials include extensive M&A execution, corporate governance, risk management, and telecom regulatory experience, with current service on multiple privately held company boards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Windstream Holdings | Chairman of the Board; Director; Audit Committee Chair | Chairman July 2006–Feb 2010; Director 2006–spin-off | Led board during strategic period; audit oversight experience . |
| United States Telecom Association | Chairman of the Board and Executive Committee | 2006–2007 | Industry policy and regulatory leadership . |
| Alltel Corporation | Executive Vice President—External Affairs; General Counsel; Secretary | SVP & GC 1990; Secretary Jan 1992; EVP Jul 1998–Jan 2006 | Led M&A negotiations; wholesale services; government/external affairs; corporate governance . |
| Little Rock Community Bank | Chairman | Feb 2007–May 2014 | Local financial institution leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies | Director | Ongoing | Multiple private-company directorships; details not enumerated . |
Board Governance
- Board leadership: Independent Chairman separate from CEO; enhances oversight and empowers executive sessions without management .
- Independence: Board affirmatively determined Frantz (and all nominees except CEO Gunderman) is independent under Nasdaq and SEC standards .
- Committees: All independent directors currently serve on Audit, Compensation, and Governance committees; Frantz is a member of all three and signed the Audit Committee report; expected to become Governance Committee Chair after the Annual Meeting .
- Attendance: In 2024 the Board met 8 times with all directors attending at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session regularly, generally at the end of each Board meeting, presided over by the Chairman .
- Committee activity: Each standing committee held 4 meetings in fiscal 2024 .
Fixed Compensation
Program structure for non-employee directors:
- Annual cash retainer $100,000; additional $150,000 cash retainer for Chair of the Board; annual restricted stock grant $150,000 (one-year vesting); one-time at‑election restricted stock grant $100,000 (4-year ratable vesting); committee chair RS grants: Audit $25,000, Compensation $20,000, Governance $15,000; non‑chair committee RS grants: Audit $12,500, Compensation $10,000, Governance $7,500 (all one-year vesting) .
Director compensation actuals:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $250,000 | $250,000 |
| Stock Awards ($) | $164,352 | $194,856 |
| Total ($) | $414,352 | $444,856 |
Unvested director restricted shares at 12/31/2024: Frantz 34,549 .
Performance Compensation
- Directors do not receive performance-based awards; equity is granted as time-based restricted stock with one-year vesting for annual grants and four-year ratable vesting for the at‑election grant; no stock options or PSUs are used for director pay .
Equity grant design and vesting:
| Component | Grant Value | Vesting Terms | Notes |
|---|---|---|---|
| Annual RS grant | $150,000 | 1-year cliff vest | Share count based on 20-trading-day average price pre‑grant . |
| At‑election RS grant | $100,000 | Ratable over 4 years | One-time upon election . |
| Committee Chair RS grants | Audit $25,000; Comp $20,000; Gov $15,000 | 1-year vest | Received if serving as chair . |
| Committee Member RS grants | Audit $12,500; Comp $10,000; Gov $7,500 | 1-year vest | For non-chair members . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock / Conflict Consideration |
|---|---|---|
| Windstream (prior) | Chairman; Audit Committee Chair | Historical leadership at UNIT’s key customer/transaction counterparty; however proxy discloses no related-party transactions requiring disclosure for 2024/2025 . |
| USTelecom | Chair | Industry association leadership; no direct UNIT transaction implications . |
| Alltel | EVP/GC/Secretary | Legacy telecom executive role; not a current interlock . |
| Private companies | Director | Not enumerated; Audit Committee reviews/approves any related‑party transactions; none disclosed . |
Expertise & Qualifications
- Telecom operations, policy and regulation; corporate governance; mergers & acquisitions; risk management; capital markets exposure through Alltel and Windstream roles .
- Audit oversight: Serves on Audit Committee; Audit Committee states each current member is an “audit committee financial expert” under SEC rules .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 334,411 | As of March 21, 2025. |
| Beneficial ownership (% of outstanding) | <1% (*) | Asterisk indicates less than 1%. |
| Stock ownership guideline amount (shares) | 153,374 | Based on $3.26 closing price at 2024 annual meeting; directors’ guideline equals $500,000 value . |
| Shares “owned” under guidelines | 296,443 | Guideline calculation excludes unvested awards; retention requirements apply until guideline met . |
| Unvested director RS (12/31/2024) | 34,549 | Time-based RS. |
| Hedging/shorting policy | Prohibited for directors; unapproved pledging prohibited . |
Governance Assessment
- Strengths: Independent Chairman; robust committee participation; expected elevation to Governance Committee Chair; Audit Committee “financial expert” designation; strong attendance; prohibitions on hedging/shorting; stock ownership guidelines; all independent directors serve across key committees .
- Shareholder signals: Say‑on‑pay support ~93% at 2024 annual meeting; Board retained independent compensation consultant and maintains clawback policy; no director compensation tax gross‑ups or excessive perquisites disclosed .
- Conflicts/Related‑party exposure: No related‑party transactions requiring disclosure; Compensation Committee interlocks—none; independent director sessions routine .
- RED FLAGS: None disclosed regarding low attendance, pledging, hedging, related‑party transactions, or Section 16(a) delinquencies; Board prohibits unapproved pledging and hedging; directors met attendance thresholds .
Notes
- Committee meetings held in fiscal 2024: Audit 4, Compensation 4, Governance 4 .
- Board composition: Five directors; 80% of nominees independent; independent Chairman; diversity considerations noted .
- Voting results will be disclosed in Form 8-K within four business days after the 2025 Annual Meeting .