UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
of the Securities Exchange Act of 1934 (Amendment No. )
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Items of Business Voting Matters Compensation decisions regarding executive compensation are made by the Compensation Committee. The Compensation Committee believes that a Board Leadership Structure adjournments of the Annual Meeting. On the Record Date, matter with respect to your shares. This is generally referred to as a Our Board has affirmatively determined that During The Board has three standing committees: the Audit Committee, the Compensation Committee and the Governance Committee. Each committee has a written charter that is available on our website atwww.uniti.com under the characteristics required of Board members in the context of the composition and needs of the Board from time to time. In reviewing potential candidates, the Governance Committee considers applicable Board and Board committee independence requirements imposed by The roles of the Chairman of the Board of Directors and Chief Executive Officer are performed by separate individuals. The Board of Directors believes this leadership structure improves the ability of the Board of Directors to exercise its oversight role over management and ensures a significant role for independent directors in the leadership of Uniti. Having an independent Chairman also strengthens Our Code of Business Conduct and Ethics & Whistleblower Policy confirms our commitment to conduct our affairs in compliance with all applicable laws and regulations and observe the highest standards of business ethics and seeks to identify and mitigate conflicts of interest between our directors, officers and employees, on the one hand, and Uniti on the other hand. The Code of Business Conduct and Ethics & Whistleblower Policy applies to ensure compliance with stock exchange requirements and to ensure accountability at a senior management level for that compliance. We intend that the spirit, as well as the letter, of the Code of Business Conduct and Ethics & Whistleblower Policy be followed by all of our directors, officers, employees and subsidiaries. This is communicated to each new officer, director and employee. Any waiver of our Code of Business Conduct and Ethics & Whistleblower Policy with respect to our executive officers and directors may only be authorized by our Board of Directors. Our Code of Business Conduct and Ethics & Whistleblower Policy is available on our website,www.uniti.com, under the Jennifer S. Banner Scott G. Bruce Francis X. ("Skip") Frantz Andrew Frey David L. Solomon There are currently six directors serving on the Board, all of whose terms expire at the Annual Meeting. Each of the current Board members was elected at the 2020 annual meeting of stockholders. Jennifer S. Banner, age Scott G. Bruce, age believes that Mr. Bruce has a valuable understanding of, and is equipped to assist the Board in navigating, the challenges of the segment of the communications industry in which Uniti competes. Francis X. Kenneth A. Gunderman, age
Benton Building, Suite 300
Little Rock, Arkansas 72211
Telephone: (501) 850-08202017
NOTICE OF ANNUAL MEETING THURSDAY, MAY 11, 20178:00 A.M. (EASTERN) 13, 2021 8:00 A.M. (EASTERN TIME) www.virtualshareholdermeeting.com/UNIT2017Table of Contents"Annual Meeting"“Annual Meeting”) of Uniti Group Inc., a Maryland corporation (the "Company"“Company”), will be held on Thursday, May 11, 2017,13, 2021, at 8:00 a.m., Eastern time. (Eastern time). The Annual Meeting will be completely virtual, which means stockholders will be able to attend the Annual Meeting, vote and submit questions during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/UNIT2017UNIT2021.20182022 annual meeting of stockholders and until successors are duly elected or until the earliest of their removal, resignation or death;2.Company'sCompany’s named executive officers;3.PricewaterhouseCoopersKPMG LLP as the Company'sCompany’s independent registered public accountant for the year ending December 31, 2017;2021; and4.10, 2017,12, 2021, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof.March 30, 2017,April 1, 2021, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials over the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. By Order of the Board of Directors, 
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Daniel L. Heard Little Rock, Arkansas Executive Vice President—General Counsel and Secretary March 30, 2017April 1, 2021 Important notice regarding the availability of proxy materials for the 2021 Annual Meeting of Stockholders to be held on May 13, 2021: The Company’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available electronically at http://investor.uniti.com and www.proxyvote.com. Important notice regarding the availability of proxy materials for the 2017 Annual Meeting of Stockholders to be held on May 11, 2017: The Company's Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are available electronically at http://investor.uniti.com and www.proxyvote.com.Table of Contents20162020 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2020. We use the terms "Uniti," "the Company," "we," "our"“Uniti,” the “Company,” “we,” “our” and "us"“us” in this summary to refer to Uniti Group Inc.Annual Meeting Date: May 13, 2021 Date:Time: May 11, 2017Time: 8:00 a.m. (Eastern time) Location:Location: Via the Internet:
www.virtualshareholdermeeting.com/UNIT2017UNIT2021 Record Date: Holders of our common stock at the close of business on March 10, 201712, 2021 Proposals Required
Approval Board
Recommendation Page
Reference 1. Election of directors Majority of Votes Cast
for Each Nominee FOR each
nominee 11 2. Advisory vote to approve executive compensation Majority of Votes Cast FOR 45 3. Ratification of auditors Majority of Votes Cast FOR 47 Proposals
Approval
Recommendation
Reference 1. Election of directors Majority of Votes Cast
for Each Nominee FOR each
nominee 11 2. Advisory vote to approve executive compensation Majority of Votes Cast FOR 42 3. Ratification of auditors Majority of Votes Cast FOR 43 ![[MISSING IMAGE: tm212573d1-icon_tick1pn.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-icon_tick1pn.jpg){kind=icon}
Annual election of directors Active stockholder engagement 
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Majority voting and resignation policy for director elections Policies prohibiting Prohibit hedging and unapproved pledging of Company sharesour common stock Independent directors regularly meet without management present Board is 83% independent (CEO is only management director) Board regularly assesses its performance through board and committee self-evaluations No poison pill
Independent Chairman
Robust stock ownership guidelines Director Nominees (see page 11) Committee Memberships Name Age
Since
Occupation
Expert Jennifer S. Banner 61 2015 Executive Director of the University of Tennessee Haslam College of Business Forum for Emerging Enterprises and Private Business ![[MISSING IMAGE: tm212573d1-icon_callbw.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-icon_callbw.jpg){kind=icon}
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Scott G. Bruce 59 2016 President of Radius Global Infrastructure, Inc. — Francis X. (“Skip”)
Frantz 67 2015 Chairman of the Board of Uniti — — Kenneth A. Gunderman 50 2015 President and CEO of Uniti — — — — Carmen Perez-Carlton 60 2019 Telecommunications Consultant — David L. Solomon 61 2015 Founder and Managing Director of Meritage Funds — Member Chairperson Financial Expert Committee Memberships Name Age Director
Since Principal
Occupation Financial
Expert Audit Compensation Governance
Jennifer S.
Banner
57
2015
CEO of Schaad Companies, LLC
Scott G. Bruce
55
2016
Managing Director of Associated Partners, LP
—
—
Francis X. ("Skip")
Frantz
63
2015
Chairman of the Board of Uniti
—
—
Andrew Frey
41
2016
Partner of Searchlight Capital Partners, L.P.
—
—
Kenneth A.
Gunderman
46
2015
President and CEO
of Uniti
—
—
—
—
David L. Solomon
57
2015
Founder and
Managing Director of
Meritage Funds
Member Chairperson Financial Expert2016 Executive Compensation (see page 19)sensibly-structured,sensibly structured, incentive-aligning compensation program is critical to the creation of long-term stockholder value. The following table summarizes certain highlights of our compensation practices:What We Do: What We Don'tDon’t Do:
Align pay with performance by linking a substantial portion of compensation to the achievement of predefined performance metrics 
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Do NOT provide tax gross-ups in any circumstance Retain an independent compensation consultant 
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Do NOT provide excessive perquisites for executives
Require compliance with stock ownership guidelines for executives and non-employee directors Do NOT provide guaranteed bonuses Include double-trigger change-in-control provisions in equity awards Do NOT provide discount stock options or stock appreciation rights
Place caps on incentive award opportunities and conduct annual risk assessment Do NOT pay dividends on performance-based restricted stock units prior to vesting Maintain a clawback policy Do NOT permit unapproved pledging of our common stockProhibit hedging of Company shares and option trading
Do NOT add back to our equity compensation plan reserves any shares tendered as payment for shares withheld for taxes Table of Contents 1 6 6 6 6 6 6 6 6 Audit CommitteeCompensation Committee7Compensation Committee Interlocks and Insider Participation7Governance Committee7 8 8 8 8 Risk Oversight 8 9 9 9 9 9 9 Director Compensation 9 10 10 11 11 15 15 17 17 18 18 19 19 19 19 30 31 31 32 33 34 34 35 35 36 36 37 37 38 39 40 42 45 43 47 46 49 46 49 46 49 46 49 Our Relationship with Windstream 48 49 Procedures for Approval of Related Party Transactions 49 50 Section 16(a) Beneficial Ownership Reporting Compliance 49 50 Annual Report/Householding 50 50Other Matters 51Appendix A Reconciliation of Stand Alone REIT Normalized AFFO
Benton Building, Suite 300
Little Rock, Arkansas 72211
Telephone: (501) 850-0820
www.uniti.com"Proxy Statement"“Proxy Statement”) is being furnished to stockholders beginning on March 30, 2017April 1, 2021 in connection with the solicitation of proxies by the Board of Directors of Uniti Group Inc. ("(“Uniti," "the” “the Company," "we," "our"” “we,” “our” and "us"“us”) to be used at its 20172021 annual meeting of stockholders (the "Annual Meeting"“Annual Meeting”) to be held on May 11, 201713, 2021 at 8:00 a.m. (Eastern time), and at any postponement or adjournment thereof. Thebe a completely "virtual meeting"assist us in protecting the health and well-being of stockholders.our stockholders, directors and employees in light of the ongoing COVID-19 pandemic. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/UNIT2017UNIT2021 and entering the control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.Because the Annual Meeting is entirely virtual and being webcast live over the Internet, stockholders will not be able to attend the Annual Meeting in person.A:••20162020 annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 20162020, as amended (the "Annual Report"“Annual Report”).A:•20182022 annual meeting of stockholders and until their successors are duly elected and qualifiedor until the earliest of their removal, resignation or death (Proposal No. 1);•Company's named executive officers ("NEOs")Company’s NEOs (Proposal No. 2); and•PricewaterhouseCoopersKPMG LLP ("PwC"(“KPMG”) as our independent public accounting firm for the year ending December 31, 20172021 (Proposal No. 3).A: of Directors of Uniti recommends you vote:•""” the election of each of the six nominees to serve as directors of the Company (Proposal No. 1);•""” approval of the resolution regarding compensation of the Company'sCompany’s NEOs (Proposal No. 2); and•""” the ratification of the appointment of PwCKPMG as our independent public accounting firm for the year ending December 31, 20172021 (Proposal No. 3).A:10, 201712, 2021 (the "Record Date"“Record Date” for the Annual Meeting) are entitled to receive notice of the Annual Meeting and to vote their shares of common stock held on that date at the Annual Meeting or any postponements or155,931,290233,502,311 shares of common stock of Uniti were outstanding.A:UNIT2017UNIT2021. The Annual Meeting will begin promptly at 8:00 a.m. (Eastern time). We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 7:45 a.m. (Eastern time), and you should allow ample time for the check-in procedures.10, 2017,12, 2021, may vote and ask questions during the Annual Meeting. Stockholders logging into the Annual Meeting with their control number will receive the same rights and opportunities to participate in the Annual Meeting as they would if the Annual Meeting was an in-person meeting, including the ability to vote or ask questions throughout the Annual Meeting. In order to vote or submit a question during the meeting, you will need to follow the instructions posted atwww.virtualshareholdermeeting.com/UNIT2017UNIT2021 and will also need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card.1-855-449-0991844-986-0822 (US) or 303-562-9302 (International) to answer your questions regarding how to attend and participate in the Annual Meeting virtually via the Internet.A:Wells Fargo Bank, National Association,EQ Shareowner Services, you are considered the stockholder of record with respect to those shares, and we sent a Notice of Internet Availability of Proxy Materials or a printed set of the proxy materials, together with a proxy card, directly to you."street“street name,"” and a Notice of Internet Availability of Proxy Materials or a printed set of the proxy materials, together with a voting instruction form, was forwarded to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to instruct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions in the Notice of Internet Availability of Proxy Materials or on the voting instruction form you received.A:"record holder" (that“record holder” (that is, in your own name) or in "street name"“street name” (that is, through a nominee, such as a broker or bank). As explained above, if you hold shares in "street“street name,"” you are considered to be the "beneficial owner"“beneficial owner” of those shares.UNIT2017UNIT2021. If you are a record holder and would like to vote your shares by proxy prior to the Annual Meeting, you have three ways to vote: ![[MISSING IMAGE: tm212573d1-icon_laptopbw.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-icon_laptopbw.jpg){kind=icon}
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call 1-800-690-6903 and follow the instructions provided on the call; or
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if you received a proxy card in the mail, complete, sign, date and mail the proxy card in the return envelope provided to you. Eastern time(Eastern time) on May 10, 2017.12, 2021. If you received a proxy card in the mail and wish to vote by completing and returning the proxy card via mail, please note that your completed proxy card must be received before the polls close for voting at the Annual Meeting."street“street name."” If your shares are held in the name of a broker, bank or other nominee (that is, your shares are held in "street name"“street name”), you should receive separate instructions from your broker, bank or other nominee describing how to vote.A:"non-votes"“non-votes” will be included in the calculation of the number of votes considered to be present at the Annual Meeting and will be counted for quorum purposes. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is obtained.A:Proposals RequiredApproval
Approval 1. 1.Election of directors Majority of votes cast Votes Cast
for each nominee Each Nominee 2. Advisory vote to approve executive compensation Majority of votes castVotes Cast 3. 3.Ratification of auditors Majority of votes castVotes Cast "for"“for” than "against"“against” his or her election in order to be elected to the Board. Pursuant to our bylaws and Corporate Governance Guidelines, each director promptly following his or her failure to receive a majority of votes cast for his or her election is required to tender a contingent, irrevocable resignation. If this occurs, the Governance Committee will consider such resignation and make a recommendation to the Board regarding whether to accept or reject such resignation. The Board will act on the Governance Committee'sCommittee’s recommendation within 90 days of the date the election results are certified and publicly disclose its decision.onto Approve Executive Compensation. As noted above, approval of the compensation of our NEOs (Proposal No. 2) requires the affirmative vote of a majority of votes cast. This proposal, however, is merely advisory and is not binding on the Company, the Board or its Compensation Committee. Despite the fact it is non-binding, the Board and the Compensation Committee will take the proposal'sproposal’s voting results under advisement when making future decisions regarding the Company'sCompany’s executive compensation program.A:stockholder'sstockholder’s instructions.A:"broker“broker non-vote.""routine"“routine” or "non-routine"“non-routine”?A:PwCKPMG as our independent registered public accounting firm for the year ending December 31, 20172021 (Proposal No. 3) is considered a routine matter under applicable rules, and no broker non-votes are expectedwill occur in connection with Proposal No. 3. The election of directors (Proposal No. 1) and the approval of the compensation of our NEOs (Proposal No. 2) are considered non-routine matters under applicable rules, and therefore broker non-votes may exist in connection with these proposals.A:Meeting, butMeeting. With respect to each of the proposals presented in this Proxy Statement, abstentions and broker non-votes will not be considered votes cast for voting purposes. Abstentionspurposes and broker non-votes will have no effect on anysuch proposals. The effect of abstentions and broker non-votes on each of the proposals to be presented at the Annual Meeting.Proposals Abstentions Broker Non-Votes 1. Election of directors No Effect No Effect 2. Advisory vote to approve executive compensation No Effect No Effect 3. Ratification of auditors No Effect Not Applicable A:Uniti'sUniti’s Secretary prior to the Annual Meeting at 10802 Executive Center Drive, Benton Building, Suite 300, Little Rock, Arkansas 72211.A:A:"SEC"“SEC”) within four business days after the Annual Meeting.Company'sCompany’s bylaws. The current members of our Board are:are Jennifer S. Banner, Scott G. Bruce, Francis X. ("Skip"(“Skip”) Frantz (Chairman), Andrew Frey, Kenneth A. Gunderman, Carmen Perez-Carlton and David L. Solomon. Biographical information regarding each of the current directors is available below under "Proposal“Proposal No. 1—1 — Election of Directors."”Director IndependenceMs. Banner and Messrs. Bruce, Frantz, Frey and Solomonall of our directors except Mr. Gunderman qualify as independent directors under applicable NASDAQ listing standards and SEC rules. In making this determination, the Board reviewed each of the nominee'sdirector’s relationships, if any, with Uniti and determined that there are no relationships that would impair any nominee'sdirector’s ability to exercise independent judgment in carrying out his or her responsibilities as a director.Meetings of the Board of Directors2016,2020, the Board met elevenseven times and acted by unanimous written consent fourten times. All of the directors attended allat least 75% of the meetings of the Board and Board committees on which they served during the periods in which they served. Directors are expected to attend each annual meeting of stockholders, and all of the directors then serving on the Board joined the 20162020 annual meeting of stockholders.Committees of the Board of Directors"About Us—“About Us — Corporate Governance"Governance” tab and is comprised entirely of directors whom the Board has determined are independent under applicable NASDAQ listing standards and SEC rules. A brief description of the function of each committee is set forth below. MembersCurrently the members of each committee as of March 30, 2017, are as follows: Committee Memberships Board Member Audit Compensation Governance Jennifer S. Banner — Scott G. Bruce ![[MISSING IMAGE: tm212573d1-icon_memberbw.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-icon_memberbw.jpg){kind=icon}
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— Francis X. (“Skip”) Frantz — Kenneth A. Gunderman — — — Carmen Perez-Carlton — David L. Solomon — Number Of Meetings Held In Fiscal 2020 4 4 3 Member Chairperson Committee Memberships Board Member Audit Compensation Governance Jennifer S. Banner Scott G. Bruce 
— — Francis X. ("Skip") Frantz — Andrew Frey — — Kenneth A. Gunderman — — — David L. Solomon 
Number Of Meetings Held In Fiscal 2016 5 4 4 Member Chairpersonas Chair,(Chair), Ms. Perez-Carlton and Messrs. Bruce Frey and Solomon. Our Board has determined that each member of the Audit Committee is an "audit“audit committee financial expert,"” as defined by the rules of the SEC. The primary duties of the Audit Committee include, among other things: (i) overseeing both the external and internal audit processes; (ii) establishing procedures for the receipt of complaints regarding accounting, internal accounting controls or auditing matters; (iii) overseeing and interacting with our independent auditors regarding the auditor'sauditor’s engagement and/or dismissal, duties, compensation, qualifications and performance; (iv) reviewing and discussing with our independent auditors the scope of audits and our accounting principles, policies and practices; (v) reviewing and discussing our financial statements with our independent auditors and management; (vi) monitoring the ongoing review of the Company'sCompany’s systems of disclosure controls and procedures;procedures and internal control over financial reporting; and (vii) reviewing and approving (or disapproving) related partyrelated-party transactions.Chair, Ms. Banner and Mr. Frantz.the chair of the Compensation Committee until February 2021. The Compensation Committee assists the Board in fulfilling its oversight responsibility related to the compensation programs, plans and awards for Uniti'sUniti’s directors and executive officers. For more information regarding the Compensation Committee, see "Compensation“Compensation Discussion & Analysis"Analysis” below in this Proxy Statement.20162020 had any relationship requiring disclosure under the section titled "Relationships“Relationships and Certain Related Transactions"Transactions” in this Proxy Statement. During 2016,2020, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on either our Compensation Committee or our Board of Directors.as Chair,(Chair), Ms. Banner and Mr. Solomon.Ms. Perez-Carlton. The Governance Committee'sCommittee’s primary duties include, among other things: (i) establishing and reviewing the criteria for the skills and characteristics required of Board members; (ii) identifying individuals qualified to become directors consistent with the Governance Committee'sCommittee’s membership criteria; (iii) recommending director nominees to the Board for election at each annual meeting of stockholders and to fill vacancies; (iv) reviewing the Company'sUniti’s Corporate Governance Guidelines; (v) assisting the Chairman of the Board with an annual evaluation of the Board and its committees; and (vi) annually, in consultation with the Chairman of the Board and our Chief Executive Officer, reviewing management succession plans.Uniti'sUniti’s Corporate Governance Guidelines, NASDAQ listing standards and applicable law. The Governance Committee actively seeks candidates with an inquisitive and objective perspective, practical wisdom and mature judgment, who possess high personal and professional ethics, character, integrity and values and who will be committed to representing the long-term interests of the Corporation'sCompany’s stockholders. Among the various criteria for selection as a Board member are the level of a potential candidate'scandidate’s relevant career experience, training and experience at the policy-making level in business, leadership and communication skills, and willingness to devote sufficient time and effort to Board duties. The Governance Committee also seeksmanagement'smanagement’s performance objectively and who have no activities or interests that could conflict with their responsibilities to Uniti. The Governance Committee does not have a formal policy on diversity with regard to consideration of director nominees, but the Governance Committee considers diversity in its selection of nominees and seeks to have a board that reflects a diverse range of views, backgrounds and experience."Stockholder“Stockholder Communications with the Board of Directors"Directors” and received by the Company'sCompany’s Secretary no later than 120 calendar days prior to the first anniversary of the mailing date of the proxy statement for the preceding year'syear’s annual meeting. The Governance Committee does not have a specific policy regarding the consideration of stockholder recommendations for director candidates because the Governance Committee intends to evaluate stockholder recommendations in the same manner as it evaluates director candidates recommended by other sources.Board Leadership StructureUniti'sUniti’s corporate governance structure by allowing the Chairman to convene executive sessions with independent directors.Executive Sessions Uniti'sUniti’s Corporate Governance Guidelines specify that the independent directors of the Board of Directors must meet at regularly scheduled executive sessions without management and that the Chairman of the Board of Directors shall preside at executive sessions of independent directors. During 2016,2020, executive sessions of the independent directors generally occurred at the end of each regular meeting of the Board.
Board Size and Diversity
As set forth in Uniti’s Corporate Governance Guidelines, the Board believes that our Board of Directors should be comprised of four to seven members depending upon the relevant circumstances prevailing from time to time. Six directors currently serve on the Board.Risk Oversight![[MISSING IMAGE: tm212573d1-bc_diversitypn.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-bc_diversitypn.jpg)
Company'sCompany’s various risk exposures. While the Board is ultimately responsible for overall risk oversight at ourfor the Company, certain of the Board'sBoard’s committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee oversees the Company'sCompany’s enterprise risk management and periodically reviews with management and the Company'sCompany’s auditors major financial and auditing risks. Additionally, the Audit Committee oversees the Company’s risks related to cybersecurity and data privacy matters and, for that purpose, regularly receives reports from management regarding those risks and countermeasures being undertaken or considered by the Company. The Compensation Committee oversees risks relating to the design and implementation of the Company'sCompany’s compensation policies and procedures.Board'sBoard’s discharge of its risk oversight role has not specifically affected its leadership structure discussed above. Rather, in establishing the current leadership structure, risk oversight was one factor among many considered. The Board will regularly review its leadership structure and evaluate whether it, and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board'sBoard’s risk oversight role, it may make any change it deems appropriate.Code of Business Conduct and Ethics & Whistleblower Policy"About Us—“About Us — Corporate Governance"Governance” tab.
Hedging Policy
All employees, officers and directors of the Company are prohibited from engaging in any transaction in derivative securities that reflects speculation about the price of Company securities (i.e.,Director Compensation The currentconsistsconsisted of: (i) an annual cash retainer of $75,000; (ii) a one-time, at-election restricted stock grant of $100,000 that vests ratably in equal installments over four years; (iii) an annual restricted stock grant of $100,000 subject to one-year vesting; (iv) an additional annual cash retainer of $75,000 for the Chair of the Board of Directors; (v) annual restricted stock grants of $20,000, $15,000 and $10,000 for the Chairs of the Audit, Compensation and Governance Committees, respectively, each subject to one-year vesting; and (vi) annual restricted stock grants of $10,000, $7,500 and $5,000 for non-chair members of the Audit, Compensation and Governance Committees, respectively, each subject to one-year vesting. The number of time-based restricted shares granted to the non-employee directors during 2016 were2020 was based on the average closing price of our common stock as reported on NASDAQ for the 20 trading days prior to the grant date.2016:2020: Name
Paid in Cash
($)
Awards
($)(1)
Compensation
($) Total ($) Jennifer S. Banner 75,000 178,034 — 253,034 Scott G. Bruce 75,000 167,353 — 242,353 Francis X. (“Skip”) Frantz 150,000 167,353 — 317,353 Carmen Perez-Carlton 75,000 163,786 — 238,786 David L. Solomon 75,000 178,034 — 253,034 Fees Earned or
Paid in Cash
($) Stock
Awards
($)(2) All Other
Compensation
($) Total ($) 75,000 144,787 — 219,787 38,219 (1) 173,107 — 211,326 150,000 139,320 — 289,320 29,795 (1) 149,060 — 178,855 75,000 142,054 — 217,054
(1)
17,218.(1)Represents the non-employee director's pro rata amount of the applicable annual retainer fee based upon his date of appointment.(2)Company'sCompany’s common stock on the date of grant of the restricted stock, computed in accordance with FASB ASC Topic 718. At December 31, 2016,2020, non-employee directors serving on the Board held the following number of unvested shares of restricted stock: Ms. Banner, 10,391;17,218; Mr. Bruce, 6,119;16,185; Mr. Frantz, 18,231; Mr. Frey, 4,884;16,185; Ms. Perez-Carlton, 25,463; and Mr. Solomon, 10,246.Election of DirectorsUpon the recommendation of our Governance Committee, the Board has nominated all current Board members to stand for election at the Annual Meeting. In accordance with the Company'sCompany’s bylaws and Maryland law, each nominee elected will serve until the 20182022 annual meeting of stockholders and until their successors are duly elected and qualified or until the earliest of their removal, resignation or death. Each of the current Board members, except Messrs. Bruce and Frey, were elected at the 2016 annual meeting of stockholders. Mr. Bruce was appointed to the Board on June 29, 2016, in accordance with the terms of the Agreement and Plan of Merger, dated January 7, 2016, related to the acquisition of PEG Bandwidth, LLC, which required the Board to appoint a director to the Board designated by certain former equityholders of PEG Bandwidth, LLC. Mr. Frey was appointed to the Board on August 9, 2016, pursuant to the terms of the letter agreement, dated June 15, 2016, between the Company and Searchlight II CLS, L.P., an affiliate of Searchlight Capital Partners, L.P. ("Searchlight"), entered into to facilitate Searchlight's acquisition of 10 million shares of our common stock disposed of by Windstream Holdings, Inc. ("Windstream"). The letter agreement required the Board to increase the size of the Board and appoint a director designated by Searchlight to fill the resulting vacancy. The letter agreement also entitles Searchlight to annually designate a director candidate for election to the Board, provided that Searchlight maintains ownership of at least 5% of our common stock through June 15, 2019 and 8% thereafter. Except as set forth above, there There is no arrangement or understanding between any of the six nominees and any other person, including officers, pursuant to which the director was nominated for election to the Board.Board'sBoard’s six nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated by the present Board to fill the vacancy or, in the event no such designation is made, proxies will be voted for a lesser number of nominees.57,61, was appointed to the Board of Directors on June 1, 2015. Ms. Banner hasis the Executive Director of the University of Tennessee Haslam College of Business Forum for Emerging Enterprises and Private Business (since June 2019). Previously, she served as Chief Executive OfficerCEO of Schaad Source, LLC, a strategic and managerial shared services company from 2006 until April 1, 2019; as CEO of Schaad Companies, LLC since 2008.from 2008 through 2018; and as CEO of the Schaad Family Office from 2012 through 2018. Schaad Companies is a 105-year-old110-year-old privately held real estate holding company with related businesses in residential and commercial construction, development, property management and leasing, real estate brokerage and land investments. In addition,Previously, Ms. Banner has served as Chief Executive Officer and Manager of the Schaad Family Office, LLC since 2012 and as President and Chief Executive Officer of SchaadSource, LLC (a shared services company) since 2006. Previously, she spent 22 years in public accounting, practicing in the tax area with Ernst & Whinney (now Ernst & Young LLP) in Florida and Pershing Yoakley & AssociatesPYA, P.C. in Tennessee. Ms. Banner has been a director of BB&TTruist Financial Corporation (NYSE: TFC), since 2003 (presently serving as lead director and as a member of the executive committee, chair of the compensation and risk committees)human capital committee, and Branch Bankinga member of the audit committee). She has been a member of the board of directors of Truist Bank, since 2013. Ms. Banner is also a member of the board of directors of CDM Smith, Inc., a global engineering and Trust Company since 2013design build construction company that is privately held, where she presently serves as chair of the audit committee, chair of the executive compensation committee and a member of the finance committee.She is a past director of the Federal Reserve Bank of Atlanta (Nashville Branch) and, First Virginia Banks, Inc., and First Vantage Bank. In 2019, she was named an honorary Fellow of MIT Center for Information Systems Research. Ms. Banner maintains an active license as a Certified Public Accountant in the State of Tennessee, and she holds a Master of Accountancy and Bachelor of Science in Business Administration from the University of Tennessee.Banner'sBanner’s accounting expertise as a Certified Public Accountant, her past management experience as Chief Executive Officer of a diversified real estate holding company, and her experience in public company board service in the financial services industry, her technological experience at the board level and her experience in the construction and engineering industry qualify her to serve on our Board of Directors and to serve as Chair of the Audit Committee. As a result of this expertise and experience, Ms. Banner is uniquely qualified to advise, not only on general accounting and financial matters, but on various technical accounting, corporate governance, risk management and real estate matters that the Board of Directors may address from time to time.55,59, was appointed to the Board of Directors on June 29, 2016. Mr. Bruce has served as President of Radius Global Infrastructure, Inc. (Nasdaq: RADI), a publicly traded companysincefrom its inception in 2007.2006. In addition, Mr. Bruce haspreviously served as Managing Director and General Counsel of Liberty Associated Partners, LP, a predecessor investment vehicle, since 2000. He is also the Chief Executive Officer and a Director of AP WIP Investments, LLC and AP Tower Investments, LLC, both wireless infrastructure holding companies.vehicle. Previously, Mr. Bruce was General Counsel and Secretary of Associated Group, Inc., a publicly traded company that owned various communications businesses, from 1994 to 2000, when it was sold to AT&T/Liberty Media. He also served as Vice President and General Counsel of Associated Communications Corporation, a publicly traded predecessor company to Associated Group, from 1992 to 1994, when the company sold its cellular telephone businesses to SBC/AT&T. Prior to joining Associated, Mr. Bruce practiced corporate law at Wolf, Block, Schorr and Solis-Cohen in Philadelphia, Pennsylvania from 1987 to 1992. Prior to that, he worked as an auditor in the New York office of Touche Ross & Co. (predecessor to Deloitte) from 1983 to 1985. In connection with Mr. Bruce'sBruce’s prior responsibilities at Associated, he has held various board memberships at private companies. Mr. Bruce holds an A.B. in History from Colgate University, an M.S. (Accounting) from the New York University Stern School of Business and a J.D. from the Villanova University School of Law.Bruce'sBruce’s operational, management and investment expertise gained through years of experience as both an executive and lawyer in the telecommunications and communications infrastructure industries qualifies him to serve on our Board. The Board("Skip"(“Skip”) Frantz, age 63,67, has served as Chairman of the Board of Directors since our spin-off from Windstream. He previously served as a director of Windstream from 2006 until the spin-off, serving as Chairman of its Audit Committee at the time of his resignation from the Windstream board of directors. From July 2006 to February 2010, he served as Chairman of the Windstream board. Mr. Frantz served as the 2006 and 2007 Chairman of the Board and of the Executive Committee of the United States Telecom Association. Mr. Frantz served as Chairman of a community bank in Little Rock, Arkansas from February 2007 until May 2014 and serves as a director of a number of other privately held companies. Prior to January 2006, Mr. Frantz was Executive Vice President–President—External Affairs, General Counsel and Secretary of Alltel Corporation ("Alltel"(“Alltel”). Mr. Frantz joined Alltel in 1990 as Senior Vice President and General Counsel and was appointed Secretary in January 1992 and Executive Vice President in July 1998. While with Alltel, he was responsible for Alltel'sAlltel’s merger and acquisition negotiations, wholesale services group, federal and state government and external affairs, corporate communications, administrative services and corporate governance, in addition to serving as Alltel'sAlltel’s chief legal officer.Frantz'sFrantz’s qualifications for election to the Board and to serve as Chair of the Governance Committee include his ability to provide insight and perspective on a wide range of issues facing business enterprises based on his long tenure as a senior executive in the telecommunications industry. Mr. Frantz'sFrantz’s over-15-year career as a senior telecom executive in various capacities provides him with a thorough understanding of all aspects of Uniti'sUniti’s target market, and his service as a director and chairman of the United States Telecom Association provides Mr. Frantz with additional experience and insight in communications policy and regulation. Through his current involvement with a number of private companies and his prior role as Chairman of Windstream and, before that, as a senior executive of Alltel, Mr. Frantz has extensive experience in corporate governance, mergers and acquisitions, risk management, government policy and regulation, and capital markets transactions, in addition to the specific aspects of the telecommunications industry.Andrew Frey, age 41, was appointed to the Board on August 9, 2016. Mr. Frey is a Partner at Searchlight Capital Partners, a global private equity firm. Prior to joining Searchlight in 2011, Mr. Frey was a Managing Principal at Quadrangle Group where he primarily focused on telecommunications and technology investments. Mr. Frey serves on the boards of Hemisphere Media Group, Inc., Liberty Cablevision Puerto Rico and Harbortouch Payments LLC. Mr. Frey received a B.S. in Finance and B.A.S. in Systems Engineering from the University of Pennsylvania. Mr. Frey's qualifications for election to the Board include his financial and investment experience, particularly his investment experience in other telecommunications and technology companies. Through this experience, and his service on the boards of other companies (including one public company), Mr. Frey brings to the Board a significant amount of experience in making and managing investments in the telecommunications industry.46,50, was appointed to the Board of Directors and has served as President and Chief Executive Officer (or CEO) since March 2, 2015. Mr. Gunderman has 17 years of investment banking experience in the telecommunications industry. Prior to his appointment as President and Chief Executive Officer of Uniti, he served as the co-head of investment banking at Stephens Inc., where he was responsible for the strategic direction of the investment banking department and advised on many of the firm'sfirm’s notable investment banking transactions. From July 2014 to August 2017, Mr. Gunderman currently servesAmerica'sAmerica’s Car-Mart, Inc. Prior to joining Stephens Inc., Mr. Gunderman was a member of the telecom investment banking group at Lehman Brothers, where he advised on various transactions and financings totaling more than $125 billion. He also worked as a Certified Public Accountant at KPMG and holds an MBA from Yale and a Bachelor of Arts from Hendrix College.Uniti'sUniti’s Chief Executive Officer serve on the Board of Directors, as the position of Chief Executive Officer puts Mr. Gunderman in a unique position to understand the challenges and issues facing the Company. Mr. Gunderman'sGunderman’s qualifications for service on our Board of Directors include the same demonstrated skills and experience that qualify him to serve as Chief Executive Officer of Uniti.David L. SolomonCarmen Perez-Carlton, age 57,60, was appointed to the Board of Directors on October 1, 2019. From January 2017 to July 2019, Ms. Perez-Carlton served as an independent advisor for Crown Castle International Corp. (NYSE: CCI), a publicly-traded fiber infrastructure REIT, providing input and strategic guidance on matters related to mergers and acquisitions, strategy and business development opportunities. Previously, she served as President of FPL FiberNet, LLC from 2007 until it was acquired by Crown Castle in January, 2017. Ms. Perez-Carlton also served as Vice President, Sales and Marketing and Director, Finance & Accounting with FPL FiberNet, LLC from March 2004 to January 2007. Prior to FPL FiberNet, LLC, Ms. Perez-Carlton served as Assistant Controller and Director, Revenue and Recovery for Florida Power & Light, Co., where she led all credit and collections strategies and processes. Ms. Perez-Carlton began her career as an Audit Manager with Deloitte and holds a Bachelor of Arts in Accounting from Florida International University and is a Certified Public Accountant (inactive status). Ms. Perez-Carlton has served on multiple non-profit organization’s boards and was recognized in 2013 by Capacity Media as one of the top ten women in the telecommunications industry.("Brooks"(“Brooks”) immediately following its formation in 1993 until its sale to MCI/WorldCom in 1998. As Chief Financial Officer at Brooks, Mr. Solomon led numerous private and public debt and equity transactions, including Brooks'Brooks’ initial public offering. Mr. Solomon worked in the audit practice of KPMG from 1981 until he joined Brooks. When Mr. Solomon departed KPMG, he was a Partner in the audit practice. In connection with Mr. Solomon'sSolomon’s responsibilities at Meritage Funds, he currently serves as a board member of several private companies. Mr. Solomon is a member of the American Institute and Tennessee Society of CPAs and serves on the board of trustees for his alma mater, Lipscomb University in Nashville, Tennessee.
| | | BOARD RECOMMENDATION | | |
| | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE FOREGOING NOMINEES. | | |
| | | PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” EACH OF THE FOREGOING NOMINEES UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. | | |
12, 2021.
| | |||||||||||||||
Name and Address of Beneficial Owner | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Amount and Nature of Beneficial Ownership | | | Percentage of Shares of Common Stock Beneficially Owned | | |||||||||
| | Jennifer S. Banner | ||||||||||||||
| | | | | 72,278 | | | | | | * | | | |||
| | Scott G. Bruce | | | | | 630,004 (1) | | | | | | * | | | |
| | Francis X. (“Skip”) Frantz | | | | | 222,764 (2) | | | | | | * | | | |
| | Kenneth A. Gunderman | | | | | 758,371 | | | | | | * | | | |
| | Daniel L. Heard | | | | | 137,948 | | | | | | * | | | |
| | Carmen Perez-Carlton | | | | | 48,661 | | | | | | * | | | |
| | David L. Solomon | | | | | 72,090 | | | | | | * | | | |
| | Mark A. Wallace | | | | | 191,315 | | | | | | * | | | |
| | All current directors and executive officers as a group | ||||||||||||||
| | | | | 2,133,431 | | | | | | * | | | |||
| | |||||||||||||||
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | | | | | | | 15.14% | | | |||
| BlackRock, Inc. 55 East 52nd Street New York, NY | |||||||||||||||
10055 | | | | 33,077,479 (4) | | | | | | 14.17% | | | |||
| Elliott Investment Management L.P. Phillips Point, East Tower 777 South Flagler Drive, Suite 1000 West Palm Beach, FL 33401 | | | | | | | | | 8.77% | | |
- *
| | | ||||
| | | AUDIT | | ||
| | | | Jennifer S. Banner,Chair Scott G. Bruce David L. Solomon | |
”
Ronald J. Mudry, age 55, has served as Executive Vice President—Fiber Operations since Uniti's acquisition of Tower Cloud, Inc. on August 31, 2016. Prior to the acquisition, Mr. Mudry served as chief executive officer and president of Tower Cloud, which he founded in 2006. Prior to his time with Tower Cloud, Mr. Mudry founded Progress Telecom (formed in 1998) and before that spent 15 years with GTE Corporation (now Verizon) where he held key management positions in finance, sales and marketing, international operations, treasury, strategic planning, and mergers and acquisitions. Mr. Mudry holds a bachelor's degree in finance from the University of Michigan and an MBA from the University of Tampa.
|
This Compensation Discussion and Analysis describes our current executive compensation program and provides information regarding the compensation paid to our fournamed executive officers (collectively, the "Named Executive Officers" or "NEOs"),(or NEOs) in 2020, who are:
- were:
|
Our current compensation program includes annual base salaries, annual short-term cash incentive opportunities, and long-term equity awards. Our executive compensation program is intended to support the following objectives:
| What We Do: | | | What We | | ||||||
| | | Align pay with performance by linking a substantial portion of compensation to the achievement of predefined performance metrics | | | | | | Do NOT provide tax gross-ups in any circumstance | |
| | | Retain an independent compensation consultant | | | | | | Do NOT provide | |
| | | Require compliance with stock ownership guidelines for executives and non-employee directors | | | | | | Do NOT provide guaranteed bonuses | |
| | | Include double-trigger change-in-control provisions in equity awards | | | | | | Do NOT provide discount stock options or stock appreciation rights | |
| | | Place caps on incentive award opportunities and conduct an annual risk assessment | | | | | | Do NOT pay dividends on performance-based restricted stock units prior to vesting | |
| | | Maintain a clawback policy | | | | ||||
| | | Do NOT add back to our equity compensation plan reserves any shares tendered as payment for shares withheld for taxes | |||||||
|
20162020 Compensation ProgramDavid L.Messrs. Bruce (Chair), Solomon and Frantz. Ms. Banner served on the Compensation Committee until February 11, 2020, and Mr. Solomon served as Chair Francis X. ("Skip") Frantz and Jennifer S. Banner.of the Compensation Committee until February 2021. Our Board
1934.
description of the process and rationale utilized for selecting our 20162020 peer group is described below.
| | |||||
| Peer Group for Evaluating Fiscal | | ||||
| | |||||
| Alexandria Real Estate Equities, Inc. | | Omega Healthcare Investors Inc. | | ||
| | Digital Realty Trust Inc. | | |||
| | Realty Income Corporation | | |||
| | EPR Properties | | | Retail Properties of America, Inc. | |
| | Gaming and Leisure Properties, Inc. | | | SBA Communications Corporation | |
| | Medical Properties Trust Inc. | | | Spirit Realty Capital, Inc. | |
| National Retail Properties, Inc. | | | W. P. Carey Inc. | ||
| | |||||
The Peer Group is identical
still represents our competitive market for talent and to revisit appropriateness in 2021.
Table 50th percentile. After a review of Contents
50th percentile oftarget cash compensation for our NEOs, the market data. For 2016, such executive officers' target total directCompensation Committee determined that certain market-based compensation wasadjustments for Messrs. Wallace and Heard were justified by competitive cash positioning. Based on the foregoing adjustments and actions taken by the Compensation Committee (which are explained in more detail in subsequent sections), our NEOs’ Target Total Direct Compensation in 2020 were as follows:
| | Name | | | Target Total Direct Compensation | | |||
| | Kenneth A. Gunderman | | | | $ | 4,531,250 | | |
| | Mark A. Wallace | | | | $ | 2,206,250 | | |
| | Daniel L. Heard | | | | $ | 1,618,750 | | |
Name | Target Total Direct Compensation | |||
|---|---|---|---|---|
Kenneth A. Gunderman | $ | 4,375,000 | ||
Mark A. Wallace | $ | 1,381,250 | ||
Daniel L. Heard | $ | 1,050,000 | ||
(1)Mr. Mudry is excluded from this table because he joined the Company on August 31, 2016, in connection with Uniti's acquisition of Tower Cloud, Inc.
Target total direct compensationTotal Direct Compensation set forth above for Messrs. Gunderman, Wallace and Heard approximated the market median of the composite market values prepared by Pearl MeyerMarket Data on both an individual role basis as well as for the entire NEO group.
Results of Stockholder Advisory Vote on Executive Compensation. At the 2016 annual meeting of stockholders, we held our first annual "say-on-pay" vote pursuant to which stockholders were given the opportunity to approve the compensation of the Company's NEOs. Approximately 98% of votes cast on the proposal were in favor of our executive compensation. In light of this strong support, the Compensation Committee decided to maintain the core design of our compensation program for 2016. The Compensation Committee plans to evaluate and consider the outcome of each annual advisory vote on executive compensation, in addition to various other factors, when making future compensation decisions.
|
The Company's executive compensation program consists of:
•annual base salary;•annual performance incentive payments; and•equity-based compensation.
Compensation Mix.Because of the ability of executive officers to directly influence the overall performance of the Company, and consistent with our philosophy of linking pay to performance, it is our goal to allocate a significant portion of compensation paid to our executive officers to performance-based, short- and long-term incentive programs. In addition, as an executive officer'sofficer’s responsibility and ability to affect financial results of the Company increase, base salary will become a smaller component of total compensation and long-term, equity-based compensation will become a larger component of total compensation, further aligning the executive officer'sofficer’s interests with those of the Company and its
2020.
see section below titled "Elements of 2016 Compensation—Equity-Based Compensation"), but he did not otherwise participate in our 2016 compensation program.
| | ||||||||
Target Pay Mix for Mr. Gunderman | | | Target Pay Mix for Mr. Wallace | | | Target Pay Mix for Mr. Heard | | |
 | ![[MISSING IMAGE: tm212573d1-pc_gundermanpn.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-pc_gundermanpn.jpg) |  | | ![[MISSING IMAGE: tm212573d1-pc_wallacepn.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-pc_wallacepn.jpg) | | | ![[MISSING IMAGE: tm212573d1-pc_heardpn.jpg]](https://files.capedge.com/DEF 14A/0001104659-21-045613/tm212573d1-pc_heardpn.jpg) | |
| | Name | | | 2019 Base Salary | | | 2020 Base Salary | | ||||||
| | Kenneth A. Gunderman | | | | $ | 725,000 | | | | | $ | 725,000 | | |
| | Mark A. Wallace | | | | $ | 450,000 | | | | | $ | 475,000 | | |
| | Daniel L. Heard | | | | $ | 375,000 | | | | | $ | 400,000 | | |
Name | 2015 Base Salary | 2016 Base Salary | |||||
|---|---|---|---|---|---|---|---|
Kenneth A. Gunderman | $ | 700,000 | $ | 700,000 | |||
Mark A. Wallace | $ | 400,000 | $ | 425,000 | |||
Daniel L. Heard | $ | 350,000 | $ | 350,000 | |||
Ronald J. Mudry(1) | — | $ | 350,000 | ||||
(1)Mr. Mudry'sAfter a review of the base salarywas prorated from August 31, 2016,and target annual cash incentive award levels for thedate he joined Uniti in connection withNEOs, theacquisition of Tower Cloud. His prorated salary is reflected in the Summary Compensation Table.TheCompensation Committeeapproved a 6.25% increase to Mr. Wallace'sdetermined that base salary adjustments for2016Messrs. Wallace and Heard were justified and approved $25,000 base salary increases for Mr. Wallace (a 5.5% increase) and Mr. Heard (a 6.6% increase) to better alignhis target total compensationtheir Target Total Direct Compensation with the Market Data median.NoPrior to the changes made in 2020, basesalary increasessalaries for2016Mr. Wallace and Mr. Heard werewarranted forkept constant since 2017.Short-Term Incentives. The Company maintains theother NEOs.Uniti Group Inc. Annual Short-Term
Incentives.In February 2016, the Compensation Committee approved the Communications Sales & Leasing, Inc. 2016 CashIncentive Plan (the"Short-Term Incentive Plan"“Plan”). The Short-Term Incentive Plan, which permits the Compensation Committee to award and payperformance-basedcash bonuses toour executiveofficers,uponemployees and consultants of theattainmentCompany or any ofcertain performance goals.its subsidiaries or affiliates. TheShort-Term IncentivePlan is designed torewardmotivate, attract andmotivate the Company's executiveretain qualified officers,to achieve performance goals that reinforce our annual business plan, to assist the Company in attractingconsultants andretaining qualified executivesother key employees and to promote the alignment ofthe executive officers'such persons’ interests with those of theCompany'sCompany’s stockholders.While Mr. Mudry did not participate inThe Plan provides theShort-Term IncentiveCompensation Committee authority to construe and interpret the Plan,because he did not join Uniti until August 31, 2016, he did participate inmake rules and regulations relating to theTower Cloud 2016administration of the Plan, designate eligible persons to receive awards, establish the terms and conditions of the awards and make all other determinations necessary or advisable for the administration of the Plan.2020 Cash Incentive Opportunities. In March 2020, the Compensation Committee approved award opportunities under the Planthat was in effect atfor our executive officers, payable upon thetimeattainment ofthe acquisition, as further discussed below.certain company-wide and individual performance goals during 2020 (the “2020 STIP”). The following table sets forth the target cash incentive opportunities for the NEOs under the
2020 STIP:Short-Term Incentive Plan: Target Cash Incentive(1) Name % of Base Salary Amount Kenneth A. Gunderman 150% $ 1,087,500 Mark A. Wallace 125% $ 593,750 Daniel L. Heard 100% $ 400,000 Target Cash Incentive(1) Name% of Base Salary Amount Kenneth A. Gunderman
150 % $ 1,050,000 Mark A. Wallace
100 % $ 425,000 Daniel L. Heard
100 % $ 350,000
(1)(1)- No payout is earned under the 2020 STIP for below-threshold performance. The threshold and maximum incentive opportunities for each NEO under the
Short-Term Incentive Plan2020 STIP (expressed as a percentage of base salary) are50% and 150% of the target incentive opportunity, with linear interpolation between specified levels. No payout is earned under the Short-Term Incentive Plan for below-threshold performance.
Threshold Maximum Kenneth A. Gunderman 75% 225% Mark A. Wallace 75% 175% Daniel L. Heard 50% 150% The Compensation Committee set the award opportunities for each NEObased on his contribution to Uniti and based onwith theCommittee's desire, consistent with our compensation philosophy, to maintaingoal of maintaining Target Total Direct Compensation at thecompetitivenessmedian ofour total compensation package.the Market Data. Mr.Gunderman'sGunderman’s award opportunities are greater than the other NEOs in light of his role and responsibility as CEO and his greater ability to affect financial results of the Company relative to the other NEOs.For2016,2020, awards under theShort-Term Incentive Plan2020 STIP weretied to three quantitativebased 75% on company-wide financial performance measures and 25% on satisfaction ofCompany financial performance: Stand Alone REIT Normalized AFFO, Consolidated Leverage, and Annualized Adjusted EBITDA Diversification.individual goals specifically developed for each NEO by the Compensation Committee as discussed in greater detail below. The Compensation Committee selectedthesethe specific financial measures and weighted them more heavily than individual performance measures becauseit believesthey are each consistent withUniti'sUniti’s overall strategy and are among the most important and closely followed measures of our performance by the investing community and our stockholders.Stand Alone Normalized AFFO represents adjusted funds from operation (AFFO) from our leasing and consumer CLEC segments, adjusted to exclude the impact of capital markets and merger and acquisition transactions and similar items. A reconciliation of Stand Alone REIT Normalized AFFO to net income from our leasing and consumer CLEC segments is included in Appendix A to this Proxy Statement. Consolidated Leverage represents the average of our monthly net debt (total debt less cash and cash equivalents at month's end) divided by Annualized Adjusted EBITDA (calculatedTable of ContentsCorporate Performance.consistent with our debt agreements). For purposesAs stated above, 75% of theShort-Term Incentive Plan, Consolidated Leverage is calculated on a monthly basis and averagedcash incentive opportunities for theyear. Annualized Adjusted EBITDA Diversification (expressed as a percentage) is a comparisonNEOs under the 2020 STIP were based on specific financial measures established by the Compensation Committee. Each NEO has threshold, target and maximum cash incentive opportunities that are aligned
2020 STIP:
| | | | Weighting | | | | | |||
| Performance Measure | | | As % of Financial Measures | | | As % of Total Cash Incentive Opportunity | | | Description | |
| Consolidated AFFO | | | 33.3% | | | 25% | | | Represents consolidated funds from operations, adjusted to exclude the impact of certain non-cash revenues and expenses, capital markets and merger and acquisition transactions and similar items, for the year ended December 31, 2020 as publicly reported. A reconciliation of Consolidated AFFO to net income is included in Appendix A to this Proxy Statement. | |
| Consolidated Adjusted EBITDA | | | 33.3% | | | 25% | | | Represents consolidated Adjusted EBITDA for the year ended December 31, 2020 as publicly reported. A reconciliation of Consolidated Adjusted EBITDA to net income for the year ended December 31, 2020 is included in Appendix A to this Proxy Statement. | |
| Net Leverage | | | 33.3% | | | 25% | | | Represents net debt (total debt less cash and cash equivalents) at December 31, 2020 divided by Annualized 4Q20 Adjusted EBITDA (calculated consistent with our debt agreements). | |
| Performance Measures | | | Threshold | | | Target | | | Maximum | | | Actual Results | |
| Consolidated AFFO | | | $378.3M | | | $384.3M | | | $390.3M | | | $389.5M | |
| Consolidated Adjusted EBITDA | | | $805.3M | | | $811.9M | | | $817.3M | | | $818.8M | |
| Net Leverage | | | 6.12x | | | 5.87x | | | 5.62x | | | 5.99x | |
| | | | | | | | | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Performance Measure | Weighting | Threshold | Target | Maximum | | Actual Results | | |||||||
Stand Alone REIT Normalized AFFO | 50% | $382M | $385M | $388M | | $393M | | |||||||
Consolidated Leverage | 25% | £6.0x | £5.8x | £5.6x | 5.6x | |||||||||
Annualized Adjusted EBITDA Diversification | 25% | 8% | 10% | 12% | | 9.3% | | |||||||
Payout Opportunity | 50% of Target | 100% of Target | 150% of Target | 133% of Target | ||||||||||
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Name | | | Actual Payout | | | % of Target Cash Incentive Opportunity | | ||||||
| Kenneth A. Gunderman | | | | $ | 1,277,087 | | | | | | 117% | | |
| Mark A. Wallace | | | | $ | 676,590 | | | | | | 114% | | |
| Daniel L. Heard | | | | $ | 469,760 | | | | | | 117% | | |
NEO | Actual Payout | |||
|---|---|---|---|---|
Kenneth A. Gunderman | $ | 1,400,264 | ||
Mark A. Wallace | $ | 566,773 | ||
Daniel L. Heard | $ | 466,755 | ||
Special Bonus Opportunity Payouts.Tower Cloud 2016 Cash Incentive Plan. As discussed in the Company’s proxy statement relating to the 2020 annual meeting of stockholders filed with the SEC on April 2, 2020, in 2019, the Compensation Committee approved an additional, one-time bonus opportunity for each of our NEOs of up to 75% of his target cash incentive opportunity. These special bonus opportunities were designed to compensate the NEOs for their heightened and sustained efforts during the pendency of Windstream’s bankruptcy. In connection with his appointment as an executive officerthe fourth quarter of Uniti,2020 (following Windstream’s emergence from bankruptcy on September 21, 2020), the Compensation Committee approved bonus payouts of $815,625, $445,313 and $300,000 for Messrs. Gunderman, Wallace and Heard, respectively, payable at the NEO’s election in either cash or time-based restricted stock subject to three-year vesting. Mr. Mudry was eligibleGunderman elected to receive a pro-rated cash bonus (based onhis award in shares, and Messrs. Wallace and Heard elected to receive their awards in cash. These amounts are reported in the period from his date of appointment to December 31, 2016) determined in accordance with terms and conditions of the Tower Cloud 2016 Cash Incentive Plan maintained by Tower Cloud prior to the acquisition. The plan, which was adopted by Tower Cloud's board of directors in February 2016, set forth a variety of revenue, EBITDA, sales performance and network performance targets for Mr. Mudry in 2016. Mr. Mudry's maximum award opportunity under the plan was equal to 50% of his base salary (or $175,000 at December 31, 2016). Accordingly, Mr. Mudry's maximum pro-rated award opportunity was $58,333 (reflecting his service at Uniti during the final four months of 2016). Based on performance during 2016, Mr. Mudry earned a payment of $32,173 under the plan. TheSummary Compensation Committee adjusted the actual payout to Mr. Mudry upward to $50,000 based on his leadership of and significant contributions to Uniti Fiber since joining Uniti following the acquisition of Tower Cloud, including overseeing the integration of the Tower Cloud and PEG Bandwidth businesses. In 2017, Mr. Mudry will participate in Uniti's short-term incentive plan.
Table.
Equity-Based Compensation.The Uniti Group Inc. 2015 Equity Incentive Plan, as amended and restated effective March 28, 2018 (the
employees, including our executive officers. We make equity grants to our executive officers as part of our annual compensation program to align their long-term interests with that of our stockholders and to maintain the competitiveness of our total compensation package. It is the Compensation Committee'sCommittee’s policy to review and grant all annual equity compensation awards to directors, executive officers, and all other eligible employees at its first regularly scheduled meeting of each year, which it expects to occur in February of each year, with each such grant based on the average closing price of our common stock as reported on NASDAQ for the 20 trading days prior to the grant date.
| | Name | | | Target Value of Restricted Shares and RSUs ($) | | |||
| | Kenneth A. Gunderman | | | | $ | 2,718,750 | | |
| | Mark A. Wallace | | | | $ | 1,137,500 | | |
| | Daniel L. Heard | | | | $ | 818,750 | | |
Name | Target Value of Restricted Shares and RSUs ($) | |||
|---|---|---|---|---|
Kenneth A. Gunderman | $ | 2,626,000 | ||
Mark A. Wallace | $ | 531,260 | ||
Daniel L. Heard | $ | 350,000 | ||
The actual amount of the performance-based RSUs granted in 2020 that may be earned and become vested will be between 0% and 150%200% of the target amount, depending on our achievement of relative TSR over a three-year period from March 1, 20164, 2020 to March 1, 2019.4, 2023. In measuring our relative TSR, 50% will be weighted to our performance against the Peer Group, and 50% will be weighted to our performance against a select group of other publicly traded telecommunications companies (the "Telecom“Telecom Peer Group"Group”), in
each case measured by percentile ranking. Specifically, the metrics for the three-year performance cycle ending March 1, 20194, 2023 are:
| | Performance Criteria | | | Weight | | | Below Threshold | | | Threshold | | | Target | | | Maximum | | |
| TSR position within the Peer Group | | | 50% | | | <33rd percentile | | | 33rd percentile | | | 50th percentile | | | >75th percentile | | |
| TSR position within the Telecom Peer Group(1) | | | 50% | | | <33rd percentile | | | 33rd percentile | | | 50th percentile | | | >75th percentile | | |
| Payout Opportunity | | | | | | 0% of Target | | | 50% of Target | | | 100% of Target | | 200% of Target | |
- (1)
In connection with his appointment and as part of the recruitment hiring process, we made an initial, one-time sign-on equity grant to Mr. Mudry valued at $500,000 in the form of restricted stock that will vest in full on August 31, 2019, subject to his continued employment. This grant was made to retain Mr. Mudry and to provide him with a meaningful initial equity stake in the business.
| | Name | | | Award Amount (at target level) | | | Grant Date Fair Value (as reported in the Summary Compensation Table) | | ||||||
| | Kenneth A. Gunderman | | | | $ | 2,718,750 | | | | | $ | 3,951,703 | | |
| | Mark A. Wallace | | | | $ | 1,137,500 | | | | | $ | 1,653,345 | | |
| | Daniel L. Heard | | | | $ | 818,750 | | | | | $ | 1,190,043 | | |
Name | Award Amount (at target level) | Grant Date Fair Value (as reported in the Summary Compensation Table) | |||||
|---|---|---|---|---|---|---|---|
| Kenneth A. Gunderman | $ | 2,626,000 | $ | 3,011,148 | |||
| Mark A. Wallace | $ | 531,260 | $ | 609,181 | |||
| Daniel L. Heard | $ | 350,000 | $ | 401,335 | |||
| Ronald J. Mudry | $ | 500,000 | $ | 518,107 | |||
long-term interests of our executive officers with that of our stockholders. The Compensation Committee further believes that equity compensation is a critical tool in attracting and retaining qualified executives who we believe are integral to our success.
2018 Performance-Based RSU Vestings. In 2018, we granted performance-based RSUs that were eligible for vesting in February 2021 if we met specified relative TSR performance goals over a three-year period ended February 6, 2021. In measuring our relative TSR, 50% was weighted to our performance against our 2018 peer group and 50% was weighted to our performance against our 2018 telecom peer group, in each case measured by percentile ranking. Based on actual performance as certified by the Compensation Committee, the 2018 performance-based RSUs vested at 86% of target.
NEOs.
Severance and Change-in-Control Provisions.We have entered into agreements with our executive officers that provide for severance benefits upon qualifying termination of employment, including enhanced severance if the termination occurs in connection with a change in control. These agreements are described below under "Agreements“Agreements with our Named Executive Officers."” We believe the arrangements are reasonable and were an important part of the recruitment and expected long-term retention of our executive management team.
Clawback Policy.We maintain a clawback policy (the
has concluded that such policies are not reasonably likely to have a material adverse effect on us. To the extent that our compensation programs create a potential misalignment of risk incentives, the Compensation Committee believes that it has adequate compensating controls to mitigate against the potential impact of any such misalignment.
|
We believe that share ownership by our directors and senior officers helps to align their interests with our stockholders'stockholders’ interests. We have adopted minimum stock ownership guidelines applicable to our directors and executive officers. Directors who are not executive officers are expected to maintain beneficial ownership of shares of our common stock valued at $500,000. Our executive officers are expected to maintain beneficial ownership of shares of our common stock with a value equal to the following:
| Officer | | | Ownership Level | |
Chief Executive Officer | | | five times base salary | |
Other Officers | | | three times base salary | |
each such officer or director is deemed to own under the guidelines as of March 10, 2017.
| | Name | | | Guideline Share Amount | | | Shares Owned | | ||||||
| | Jennifer S. Banner | | | | | 20,947 | | | | | | 57,863 | | |
| | Scott G. Bruce | | | | | 20,687 | | | | | | 80,381 | | |
| | Francis X. (“Skip”) Frantz | | | | | 20,947 | | | | | | 208,941 | | |
| | Kenneth A. Gunderman | | | | | 146,628 | | | | | | 381,758 | | |
| | Daniel L. Heard | | | | | 43,988 | | | | | | 70,300 | | |
| | Carmen Perez-Carlton | | | | | 62,814 | | | | | | 25,580 | | |
| | David L. Solomon | | | | | 20,947 | | | | | | 58,464 | | |
| | Mark A. Wallace | | | | | 53,414 | | | | | | 85,983 | | |
Name | Guideline Share Amount | Shares Owned | |||||
|---|---|---|---|---|---|---|---|
| Jennifer S. Banner | 20,947 | 11,393 | |||||
| Scott G. Bruce | — | — | |||||
| Francis X. ("Skip") Frantz | 20,947 | 152,854 | |||||
| Andrew Frey | — | 10,000,000 | |||||
| Kenneth A. Gunderman | 146,628 | 27,032 | |||||
| Daniel L. Heard | 43,988 | 3,603 | |||||
| Ronald J. Mudry | — | 14,367 | |||||
| David L. Solomon | 20,947 | 11,195 | |||||
| Mark A. Wallace | 53,414 | 5,479 | |||||
The applicable ownership guideline amount reflected in the table above for Ms. Banner and Messrs. Frantz, Gunderman, Heard, Solomon and Wallace are calculated in accordance with the stock ownership guidelines based upon the closing price on the date of the 2016 annual meeting of stockholders, $23.87. Ms. BannerOn the date of the Annual Meeting, the applicable ownership guideline amount for Mr. Gunderman will be recalculated based on his then-current salary and the closing price on such date, and Mr. Gunderman will have one year from the date of the Annual Meeting to meet the ownership requirements. The applicable ownership guideline amounts for Messrs. FrantzWallace and Solomon haveHeard were previously scheduled to be recalculated on the date of the Annual Meeting, but the Compensation Committee has determined to delay recalculation until the 2021date of the Company’s 2022 annual meeting of stockholders. The applicable ownership guideline amount reflected in the table above for Mr. Bruce is calculated in accordance with the stock ownership guidelines based upon the closing price on the date of the 2017 annual meeting of
Pursuant to the stock ownership guidelines, the applicable ownership guidelines for a newly appointed director or executive officer is determined at the first stockholder meeting following his or her appointment. Accordingly, the applicable ownership guidelines for Messrs. Bruce, Frey and Mudry will be decided at the Annual Meeting, and Messrs. Bruce and Frey will have until the 2022 annual meeting of stockholders, and Mr. Mudry until the 2021 annual meeting of stockholders, to meet the applicable ownership guidelines.
on Executive Compensation
Francis X. (“Skip”) Frantz
David L. Solomon
Kenneth A. Gunderman President and CEO Mark A. Wallace Executive Vice President—CFO and Treasurer Daniel L. Heard Executive Vice President—General Counsel and Secretary Ronald J. Mudry Executive Vice President—Fiber OperationsUniti'sUniti’s NEOs in fiscal year 2016.2020.
Position Year
($)
($)
Awards
($)(1)
Awards
($)
Incentive
Plan
Compensation
($)(2)
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
Compensation
($)(3)
($) Kenneth A. Gunderman
President and CEO 2020 725,000 3,951,703 2,092,712 18,048 6,787,463 2019 725,000 — 4,252,663 — 1,022,250 — 17,366 6,017,279 2018 725,000 — 2,984,240 — 1,419,500 — 16,858 5,145,598 Mark A. Wallace
Executive Vice President—CFO And Treasurer 2020 475,000 1,653,345 1,121,903 23,328 3,273,576 2019 450,000 — 1,231,787 — 423,000 — 22,490 2,127,277 2018 450,000 — 864,401 — 587,483 — 22,282 1,924,166 Daniel L. Heard
Executive Vice President—General Counsel and Secretary 2020 400,000 1,190,043 769,760 17,403 2,377,206 2019 375,000 — 733,215 — 352,500 — 16,508 1,477,223 2018 375,000 — 514,524 — 489,483 — 15,926 1,394,933
Position Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($) Non-Equity
Incentive
Plan
Compensation
($)(2) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($)(3) Total
($) 2016 700,000 — 3,011,149 — 1,400,264 — 15,170 5,126,583 2015 578,872 — 4,740,420 — 1,050,000 — 1,571 6,370,863 2016 421,154 — 609,184 — 566,773 — 20,358 1,617,469 2015 296,952 — 816,475 — 400,000 — 52,971 1,566,398 2016 350,000 — 401,336 — 466,755 — 10,278 1,228,369 2015 259,814 — 632,106 — 350,000 — 8,860 1,250,780 2016 135,731 17,828 (4) 518,107 — 32,172 — 4,091 707,929
(1)(1)2016.2020. The fair values in this column reflect the expected future cash flows of dividends and therefore dividends on unvested shares are not separately disclosed. The assumptions used in the calculation of the amounts shown are included in Note 1014 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2020. Additional information regarding the Long-Term Incentive Plan including Mr. Mudry's sign-on grant, is discussed in further detail in the Compensation Discussion & Analysis under the heading "Elements“Elements of 2016 Compensation—2020 Compensation — Equity-Based Compensation."20162020 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved.
Name
(Probable Payout)
($)
(Maximum Payout)
($) Kenneth A. Gunderman 2,413,855 3,075,695 Mark A. Wallace 1,009,928 1,286,834 Daniel L. Heard 726,925 926,237
Name | Grant Date Fair Value of PSUs (Probable Payout) ($) | Grant Date Fair Value of PSUs (Maximum Payout) ($) | |||||
|---|---|---|---|---|---|---|---|
Kenneth A. Gunderman | 1,576,362 | 1,969,502 | |||||
Mark A. Wallace | | 318,913 | | 398,450 | |||
Daniel L. Heard | 210,103 | 262,502 | |||||
Ronald J. Mudry | | — | | — | |||
(2)- The amounts in this column reflect (i) the cash
paymentsincentive awards earned for20162020 pursuant to theShort-Term Incentive Plan for Messrs. Gunderman, Wallace2020 STIP andHeard(ii) the payouts to the NEOs under the special bonus opportunity granted to the NEOs in 2019. The 2020 STIP and theTower Cloud 2016 Cash Incentive Plan for Mr. Mudry. Additional information regarding the Short-Term Incentive Plan isspecial bonus opportunity payouts are discussed in further detail in the Compensation Discussion & Analysis under the heading"Elements“Elements of2016 Compensation—2020 Compensation — Short-Term Incentives."”
|
| | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards(4) | | ||||||||||||||||||||||||||||||||||||
| | Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||
| | Kenneth A. Gunderman | | | | | 3/4/20 | | | | | | 543,750 | | | | | | 1,087,500 | | | | | | 1,631,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 3/4/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 148,728 | | | | | $ | 1,537,848 | | |
| | | | | | | 3/4/20 | | | | | | | | | | | | | | | | | | | | | | | | 74,364 | | | | | | 148,728 | | | | | | 297,456 | | | | | | | | | | | $ | 2,413,855 | | |
| | Mark A. Wallace | | | | | 3/4/20 | | | | | | 356,250 | | | | | | 593,750 | | | | | | 831,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 3/4/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 62,226 | | | | | $ | 643,417 | | |
| | | | | | | 3/4/20 | | | | | | | | | | | | | | | | | | | | | | | | 31,113 | | | | | | 62,226 | | | | | | 124,452 | | | | | | | | | | | $ | 1,009,928 | | |
| | Daniel L. Heard | | | | | 3/4/20 | | | | | | 200,000 | | | | | | 400,000 | | | | | | 600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 3/4/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 44,789 | | | | | $ | 463,118 | | |
| | | | | | | 3/4/20 | | | | | | | | | | | | | | | | | | | | | | | | 22,395 | | | | | | 44,789 | | | | | | 89,578 | | | | | | | | | | | $ | 726,925 | | |
| | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | Grant Date Fair Value of Stock and Option Awards(4) | ||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
Kenneth A. | ||||||||||||||||||||||||||||
Gunderman | 2/29/16 | 525,000 | 1,050,000 | 1,575,000 | — | |||||||||||||||||||||||
| 2/29/16 | 76,116 | $ | 1,434,787 | |||||||||||||||||||||||||
| 2/29/16 | 38,058 | 76,116 | 114,174 | $ | 1,576,362 | |||||||||||||||||||||||
Mark A. | | | | | | | | | | |||||||||||||||||||
Wallace | | 2/29/16 | | 212,500 | | 425,000 | | 637,500 | | | | | | | | | | — | ||||||||||
| | 2/29/16 | | | | | | | | | | | | | | 15,399 | $ | 290,271 | ||||||||||
| | 2/29/16 | | | | | | | | 7,700 | | 15,399 | | 23,099 | | | $ | 318,913 | ||||||||||
Daniel L. | ||||||||||||||||||||||||||||
Heard | 2/29/16 | 175,000 | 350,000 | 525,000 | — | |||||||||||||||||||||||
| 2/29/16 | 10,145 | $ | 191,233 | |||||||||||||||||||||||||
| 2/29/16 | 5,073 | 10,145 | 15,218 | $ | 210,103 | |||||||||||||||||||||||
Ronald J. | | | | | | | | | | |||||||||||||||||||
Mudry | | 8/31/16 | | — | | — | | — | | — | | — | | — | | 16,606 | $ | 518,107 | ||||||||||
(1)
(1)- The amounts reported in these columns represent potential performance-based cash bonuses that
Messrs. Gunderman, Wallace and Heardeach NEO could have earned based upon theCompany'sCompany’s achievement of certain quantitative performance criteria set forth in theShort-Term Incentive Plan.2020 STIP. For further discussion regarding these quantitative metrics, see the information regarding theShort-Term Incentive Plan2020 STIP under the heading"Elements“Elements of2016 Compensation—2020 Compensation — Short-Term Incentives."” Based on theCompany's 2016Company’s 2020 performance, the Compensation Committee awarded performance-based cash bonus payouts under the 2020 STIP to Messrs. Gunderman, Wallace and Heardunder the Short-Term Incentive Planat133%117%, 114% and 117% of their target cash payoutlevel,levels, respectively, which amounts are included in the"Non-Equity“Non-Equity Incentive PlanCompensation"Compensation” of the Summary Compensation Table above.Mr. Mudry did not participate in the Short-Term Incentive Plan because he did not join Uniti until August 31, 2016.
at each vesting date. Mr. Mudry's restricted stock grant will vest in full on August 31, 2019, subject to his continued employment. Uniti did not grant options during 2016.
|
| | | | Stock Awards(1) | | |||||||||||||||||||||
| Name | | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | ||||||||||||
| Kenneth A. Gunderman | | | | | 346,755 | | | | | $ | 4,067,436 | | | | | | 83,827(4) | | | | | $ | 983,291 | | |
| | | | | | | | | | | | | | | | 272,692(5) | | | | | $ | 3,198,677 | | | ||
| | | | | | | | | | | | | | | | 297,456(6) | | | | | $ | 3,489,159 | | | ||
| Mark A. Wallace | | | | | 96,647 | | | | | $ | 1,133,669 | | | | | | 24,281(4) | | | | | $ | 284,816 | | |
| | | | | | | | | | | | | | | | 78,986(5) | | | | | $ | 926,506 | | | ||
| | | | | | | | | | | | | | | | 124,452(6) | | | | | $ | 1,459,822 | | | ||
| Daniel L. Heard | | | | | 65,278 | | | | | $ | 765,711 | | | | | | 14,453(4) | | | | | $ | 169,534 | | |
| | | | | | | | | | | | | | | | 47,016(5) | | | | | $ | 551,498 | | | ||
| | | | | | | | | | | | | | | | 89,578(6) | | | | | $ | 1,050,750 | | | ||
| | Stock Awards (1) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | |||||||||
Kenneth A. Gunderman | 202,564 | $ | 5,147,151 | 47,720 | (4) | $ | 1,212,565 | ||||||
| 114,174 | (5) | $ | 2,901,161 | ||||||||||
Mark A. Wallace | | 38,280 | $ | 972,695 | | 7,226 | (4) | $ | 183,613 | ||||
| | | | | | 23,099 | (5) | $ | 586,946 | ||||
Daniel L. Heard | 27,005 | $ | 686,197 | 6,324 | (4) | $ | 160,693 | ||||||
| 15,218 | (5) | $ | 386,689 | ||||||||||
Ronald J. Mudry | | 16,606 | $ | 421,958 | | — | $ | — | |||||
(1)
(1)- Uniti has not granted stock options and therefore no options were outstanding at December 31,
2016.2020.
vesting only and do not require the achievement of any corporate or individual performance targets to vest:
| | | | | Named Executive Officer | | |||||||||||||||
| | Vesting Date | | | Kenneth A. Gunderman | | | Mark A. Wallace | | | Daniel L. Heard | | |||||||||
| | 2/6/2021 | | | | | 27,942 | | | | | | 8,093 | | | | | | 4,817 | | |
| | 3/4/2021 | | | | | 49,576 | | | | | | 20,742 | | | | | | 14,930 | | |
| | 4/4/2021 | | | | | 45,449 | | | | | | 13,164 | | | | | | 7,836 | | |
| | 12/9/2021 | | | | | 26,396 | | | | | | — | | | | | | — | | |
| | 3/4/2022 | | | | | 49,576 | | | | | | 20,742 | | | | | | 14,930 | | |
| | 4/4/2022 | | | | | 45,449 | | | | | | 13,164 | | | | | | 7,836 | | |
| | 12/9/2022 | | | | | 26,396 | | | | | | — | | | | | | — | | |
| | 3/4/2023 | | | | | 49,576 | | | | | | 20,742 | | | | | | 14,929 | | |
| | 12/9/2023 | | | | | 26,395 | | | | | | — | | | | | | — | | |
| | Named Executive Officer | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Vesting Date | Kenneth A. Gunderman | Mark A. Wallace | Daniel L. Heard | Ronald J. Mudry | |||||
| 3/1/2017 | 25,372 | 5,133 | 3,382 | — | |||||
| 3/31/2017 | 15,806 | 2,408 | 2,107 | — | |||||
| 3/1/2018 | 25,372 | 5,133 | 3,382 | — | |||||
| 3/31/2018 | 15,806 | 20,473 | 14,753 | — | |||||
| 4/24/2018 | 94,836 | — | — | — | |||||
| 3/1/2019 | 25,372 | 5,133 | 3,381 | — | |||||
| 8/31/2019 | — | — | — | 16,606 | |||||
(3)- This value was determined by multiplying the number of unvested shares or units by the closing price of our common stock as reported on NASDAQ on December
30, 2016 (the last trading day of 2016),31, 2020, which was$25.41.$11.73.
|
The following table sets forth certain information regarding the vesting of equity awards held by the individuals named below during 2016.
| | | | | Stock Awards(1) | | |||||||||
| | Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||
| | Kenneth A. Gunderman | | | | | 27,942(2) | | | | | $ | 202,021 | | |
| | | | 17,190(3) | | | | | $ | 150,413 | | | |||
| | | | 45,449(4) | | | | | $ | 263,150 | | | |||
| | Mark A. Wallace | | | | | 8,093(2) | | | | | $ | 58,512 | | |
| | | | 4,979(3) | | | | | $ | 43,566 | | | |||
| | | | 13,165(4) | | | | | $ | 76,225 | | | |||
| | Daniel L. Heard | | | | | 4,817(2) | | | | | $ | 34,827 | | |
| | | | 2,964(3) | | | | | $ | 25,935 | | | |||
| | | | 7,836(4) | | | | | $ | 45,370 | | | |||
| | Stock Awards (1) | ||||||
|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||
Kenneth A. Gunderman | 15,806 | $ | 351,684 | ||||
Mark A. Wallace | | 2,409 | $ | 53,600 | |||
Daniel L. Heard | 2,108 | $ | 46,903 | ||||
Ronald J. Mudry | | — | | — | |||
(1)
(1)- Uniti does not currently grant stock options and therefore had no option exercises by any NEO in
2016.2020.
|
| | Executive Contributions in Last Fiscal Year ($)(1) | Uniti Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kenneth A. Gunderman | 70,000 | — | 1,715 | — | 93,850 | |||||||||||
Mark A. Wallace | | — | | — | | — | | — | | — | ||||||
Daniel L. Heard | 35,000 | — | 858 | — | 46,629 | |||||||||||
- Non-Qualified Deferred Compensation
Executive
Contributions in
Last Fiscal Year
($)(1) Uniti
Contributions
in Last Fiscal
Year
($) Aggregate
Earnings in
Last Fiscal
Year ($)(2) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance
at
Last
Fiscal
Year-End
($) Kenneth A. Gunderman $ 72,500 — $ 3,213 — $ 392,438 Mark A. Wallace — — — — — Daniel L. Heard — — $ 322 — $ 49,621 (1)Amounts included in this column are included in the"Salary"“Salary” column of the Summary Compensation Table.(2)(2)There were no"above-market earnings"“above-market earnings” for20162020 and therefore none of these amounts were included in the Summary Compensation Table.On August 10, 2015, the Compensation Committee adopted theThe Uniti Group Inc. Deferred Compensation Plan (the"Plan"“Plan”). The Compensation Committee, as administrator of the Plan, has the right to alter, amend or terminate the Plan at any time in its discretion so long as the amendment or termination does not divest any accrued benefit that has already vested under the Plan. The Planpermits eligible employees, including theCompany's Named Executive Officers,Company’s NEOs, to defer payment of up to 75% of their base salary and 90% of their annual bonuses and other cash compensation.Company contributions may be made to the Plan in amounts and subject to conditions determined by the Compensation Committee.Eachparticipant'sparticipant’s account is credited annually with interest at a rate equal to the lesser of (i) theCompany'sCompany’s Weighted Average Cost of Debt (as defined in the Plan) or (ii) the then current yield on the United States 10-year TreasuryNote as quoted inThe Wall Street Journalfor the last business day of the previous calendar year. Unless otherwise determined by the Compensation Committee, a participant'sNote. A participant’s interest in Company contributions will vest 100% after three years of service, or, if earlier, upon theemployee'semployee’s death or disability, upon a Change in Control (as defined in the Plan) or upon thePlan'sPlan’s termination.Each participant's elective deferrals will at all times be 100% vested. Each participant may elect to have his or her deferred amounts distributed at such time as the participant may specify, upon the participant's separation from service, upon a Change in Control or upon the participant's death or disability. In each case, the amount will be paid in a single lump-sum payment except where the Plan permits the participant to elect to receive such payment in annual installments not to exceed, in any case, five years.Agreements with Our Named Executive Officers36Agreements with Our Named Executive OfficersEmployment Agreement with Kenneth A. GundermanEffective February 12, 2015,On December 14, 2018, we entered into an Employment Agreement with Mr. Gunderman (the"Employment Agreement"“Employment Agreement”) pursuant to which heserveswill continue to serve as our President and Chief Executive Officer and as a member of our Board of Directors. TheoriginalEmployment Agreement replaced Mr. Gunderman’s previous employment agreement, the initial term of which expired on December 31, 2018. The initial term of the Employment Agreement runs through December 31,2018,2021, unless earlier terminated, and it will automatically renew for successive one-year intervals after20182021 unless either party gives the other at least 90days'days’ notice. The Employment Agreement provides Mr. Gunderman a base salary of no less than$700,000$725,000 per year (subject to periodic review and increase) and provides further that heiswill be eligible to participate in any annualcompensationcash incentive plans as may be then implemented with a target bonus equal to 150% of his then base salary. The target bonus may be increased to 200% ofthehis then base salary at the discretion of the Compensation Committee.Pursuant to the Employment Agreement, following the consummation of our spin-off from Windstream, we granted Mr. Gunderman a time-based restricted stock award with a grant date value of $2,625,000, which will vest in full on the third anniversary of the spin-off. Additionally, we granted Mr. Gunderman restricted stock with a grant date value of $2,625,000, which consisted of 50% performance-based restricted stock units and 50% time-based restricted stock vesting in three equal installments on March 31 of each year, beginning on March 31, 2016. Mr. Gunderman is further entitled to receive health, welfare and retirement benefits from Uniti.The Employment Agreement provides that should Mr.Gunderman'sGunderman’s employment be terminatedduring the term of the Employment Agreement by his death or disability, by the Companyfor"cause" (as defined in the Employment Agreement) or by Mr. Gunderman without "good reason" (as defined in the Employment Agreement),any reason, then we will pay to Mr. Gunderman his base salary and any accrued vacation pay through the date of termination and any amount payable under any incentive compensation plan with respect to the measuring period ending immediately prior to the measuring period during which the termination occurs, in each case to the extent not already paid.InAdditionally, theeventEmployment Agreement provides that in the event:•Mr. Gunderman is terminated due to death or disability, we will pay to Mr. Gunderman or his heirs an amount equal to one times his annual base salary;•we terminate Mr.Gunderman's employment during the term ofGunderman without “cause” or he resigns for “good reason” (as both terms are defined in the EmploymentAgreement without cause or Mr. Gunderman terminates his employment for good reason,Agreement), then we will pay to Mr. Gunderman the following amounts: (i) a lump-sum severance benefit equal to two and a half times the sum of his annual base salary(in additionand the average of the annual bonus payments paid toany other amounts already due and owing).Additionally, ifMr. Gundermanis terminatedunder an annual compensation plan during the three years preceding the year in which the termination occurs; and (ii) a lump-sum cash amount equivalent to the cost of two years’ health and dental insurance continuation for him and his family; and•we terminate Mr. Gunderman without cause or heterminates his employment with Unitiresigns for good reason, in each case withintwo yearsone year of a"change“change incontrol" of Uniti (ascontrol” (as defined in the Employment Agreement), then we will pay to Mr. Gunderman, in a lump sum, the followingamounts (in addition to any other amounts already due and owing):amounts: (i) apro ratapro-rata annual bonus for the year of termination at target; (ii) a severance benefit equal to two and a half times the sum of (x) the higher of his annual base salary in effect prior to the change in control or his annual base salary in effect prior to his termination and (y) thehigheraverage ofhis annual target bonus in effect prior tothechange in control or his targetannual bonus payments paid to Mr. Gunderman under an annual compensation plan during the three years preceding the year ineffect prior to his termination;which the termination occurs; and (iii) an amount equivalent to the cost of twoyears'years’ health and dental insurancecontinuation.continuation for him and his family.No severance payable following a change in control is subject to gross-up for goldenparachute excise taxes, and the severance payable to Mr. Gunderman will be reduced to the amount that is not subject to such taxes if doing so would result in a greater after-tax payment to him. In
anythe eventanyMr. Gunderman is terminated without cause or resigns for good reason, including within one year of a change in control, the severance payable to Mr. Gunderman will be subject to his execution of a release ofclaims, and theclaims. The Employment Agreement also imposes one-year post terminationnoncompetition/nonsolicitation obligations.non-competition/non-solicitation obligations in the event of Mr. Gunderman’s termination for cause or following a change in control and two-year post termination non-competition/non-solicitation obligations in the event of all other termination scenarios contemplated by the Employment Agreement.
37Severance Agreements with Mark A. Wallace and Daniel L. HeardWeOn December 30, 2020, we entered intoSeverance Agreementsnew severance agreements witheach of Mr.Messrs. Wallace andMr.Heard (the “Severance Agreements”), the terms of which continue until the earliest of (i) prior to a change in control, the date of termination determined in accordance with the Severance Agreements orJune 1, 2018,December 31, 2022, or (ii) after a change in control, theCompany'sCompany’s performance of its obligations under the Severance Agreements if a payment trigger has occurred or the expiration of the period for a payment trigger to occur if such expiration occurs afterJune 1, 2018.TheDecember 31, 2022.Each SeveranceAgreements provideAgreement provides that should the executiveofficer'sofficer’s employment beterminated: (i) whether due to his death or disability,terminated by the Company forcause,“cause” or by himwith orwithoutgood reason,“good reason” (as both terms are defined in theCompanySeverance Agreements), we must pay to the executive officer his base salary and any accrued vacation pay through the date oftermination intermination. Additionally, should the executive officer’s employment be terminated due to his death or disability, we must pay to the executive officer or his estate the following: (i) his base salary and any accrued vacation pay through the date of termination; (ii) any incentive compensation earned by or awarded to the executive officer for alump sum within 30 days,completed performance period preceding the date of termination, to the extent not already paid;or (ii)and (iii) an amount equal to the executive officer’s annual base salary in effect on the date of termination.Each Severance Agreement also provides that should the executive officer’s employment be terminated by the Company without cause or by the executive officer for good reason and such termination does not occur at the same time or withintwo yearsone year following a change in control of the Company,the Companywe must pay to the executive officer, in lieu of any other post-termination benefits,(x)theexecutive officer's annualfollowing:•his base salary and any accrued vacation pay through the date oftermination intermination;•any incentive compensation that has been earned by or awarded to the executive officer for alump sum within 30 days,completed performance period preceding the date of termination, to the extent not alreadypaid, and (y)paid;•an amountno less thanequal to one and a half times the sum of (x) his then current annual base salary and (y) the average of the bonus payments paid to the executive officer during the three years (or shorter period, as applicable) preceding the year ineffect onwhich the date of terminationin equal installments over a period of one year.Shouldoccurs; and•his health, vision and dental insurance benefits for twelve months.Finally, should the executiveofficer'sofficer’s employment be terminated by the Company without cause or byhimthe executive officer with good reason and such termination occurs at the same time as or withintwo yearsone year following a change in control of the Company, each Severance Agreement obligates the Companymustto pay or provide to the executive officer the following:•his base salary and any accrued vacation pay through the date of termination;••any incentive compensation that has been earned by or awarded tohimthe executive officer forthea completedfiscal year or other completed measuringperformance periodprior topreceding the date of termination,but not yet paid to him;•an amount equalto theannualextent not already paid;•a pro-rated portion of the executive officer’s then-current target incentivetarget in effect prior to the payment trigger pro-rated through the date of termination,compensation, reduced by any amount paidor payablefor the fiscal year during which the date of termination occurs;••an amount equal to two times the sumof:of (x)the higher of (1) his annual base salary immediately prior to the change in control and (2)his annual base salary in effect immediately prior to the change in control or payment trigger, whichever is higher and (y) thehigheraverage of(1) his annual incentive target in effect immediately priorthe bonus payments paid to thechangeexecutive officer during the three years (or shorter period, as applicable) preceding the year incontrol and (2) his annual incentive target in effect immediately prior towhich thepayment trigger;date of termination occurs;••histhe executive officer’s health, vision and dental insurance benefits for24twenty-four months; and••certain outplacement services.38We will pay or provide the foregoing in the manner set forth in the Severance Agreements.In the event that certain payments or benefits under the Severance Agreements would be subject to an excise tax under Section 4999 of the Internal Revenue Code, as amended, then such payments or benefits may be reduced in the manner set forth in the Severance Agreements.The Company isWe are only obligated to pay or provide, or continue to payandor provide, benefits for termination by the Company without cause or by the executive officer for good reason prior to a change inthe event ofcontrol or certain benefits following apayment triggerchange in control to the extent that the executive officer executes a waiver and release in the form set forth in therespectiveSeveranceAgreementAgreements and otherwise remains in compliance with certain covenants set forth therein. The Severance Agreements includeone-yearone year post-termination non-disclosure, non-compete and non-interference covenants.Severance arrangement with Ronald J. MudryThe Company and Mr. Mudry entered into a severance arrangementPotential Payments upon Termination or Change inconnection with his employment. Under the arrangement, if Mr. Mudry's employment is terminated by the Company without Cause (as defined in the Long-Term Incentive Plan) or by Mr. Mudry for Good Reason (as defined the Long-Term Incentive Plan), the Company must pay Mr. Mudry an amount no less than his annual base salary in effect on the date of termination in equal installments over a period of one year.
ControlAs a condition to his employment, Mr. Mudry entered into a restrictive covenants agreement, which contains one-year post-termination non-disclosure, non-compete and non-interference covenants. The Company is only obligated to pay or provide, or continue to pay and provide, benefits in the event of such a termination to the extent that Mr. Mudry (i) executes a waiver and release in a form acceptable to the Company and otherwise remains in compliance with certain covenants set forth therein and (ii) remains in compliance with his restrictive covenants agreement.Potential Payments upon Termination or Change in ControlAs discussed in the section above titled
"Agreements“Agreements with Our Named Executive Officers," the Company is” we are required to pay or provide certain compensation and benefits to each ofitsthe NEOs in the event of certain terminations of employment or a change in control of the Company. In addition to such compensation and benefits, eachNEO'sNEO’s outstanding equity awards are subject to accelerated vesting in the event the NEO is terminated. In the event that an NEO is terminated withoutCause (as“cause” (as defined in the Long-Term Incentive Plan), terminates his employment forGood Reason (as“good reason” (as defined in the Long-Term Incentive Plan) or experiences a Company-approved retirement (as determined in the sole discretion of the Compensation Committee), a pro-rated portion of unvested restricted stock held by the NEO would vest based on the date of termination. In addition, unvested PSUs held by the NEO would remain eligible to vest subject to achievement of the relevant performance criteria, subject to the CompensationCommittee'sCommittee’s ability to determine, in its sole discretion, whether the NEO would be entitled to the full number of shares to which the NEO would have been entitled had such termination not occurred or a pro-rated portion of such shares based on theNEO'sNEO’s date of termination. In the event thataan NEO dies or becomes permanently disabled (as determined by the Compensation Committee) or is terminated withoutCausecause or terminates his employment forGood Reasongood reason within two years of aChange“change inControlcontrol” ofUniti (as defined in the Long-Term Incentive Plan), all unvested restricted stock and PSUs will vest in full.
The following tables describe estimated amounts of compensation and benefits that could be payable to each NEO upon certain terminations or a change in control. All amounts assume the NEOs terminated employment as of December 31,2016.2020. The actual amounts that would be paid to each NEO upon termination of employment or a change in control can only be determined at the time the actual triggering event occurs. The estimated amounts of compensation and benefits described below are in addition to the benefits the NEOs would be entitled to receive upon termination of employment generally under the retirement plan described in the section above titled"Other“Other Benefit Plans."” This section identifies and quantifies the extent to which those retirement benefits are enhanced or accelerated upon the triggering events described below.39Kenneth A. GundermanThe following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31,20162020 for Kenneth A. Gunderman, our President and Chief Executive Officer. Type of
Payment Company-
Approved
Retirement Termination
without
Cause or
Resignation
for Good
Reason
other than
a Change in
Control Voluntary
Termination
without
Good
Reason or
Termination
for Cause Change in
Control
with no
Termination Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control Death or
Disability Severance $ 0 $ 5,093,386 $ 0 $ 0 $ 6,180,886 $ 725,000 Accelerated Vesting of Restricted Stock(1) $ 1,190,813 $ 1,190,813 $ 0 $ 0 $ 4,067,436 $ 4,067,436 Accelerated Vesting of PSUs(1) $ 2,735,231(2) $ 2,735,231(2) $ 0 $ 0 $ 4,831,198 $ 4,831,198 Healthcare continuation $ 0 $ 26,245 $ 0 $ 0 $ 26,245 $ 0 Total $ 3,926,044 $ 9,045,674 $ 0 $ 0 $ 15,105,765 $ 9,623,634 Type of
PaymentCompany-
Approved
RetirementTermination
without
Cause or
Resignation
for Good
Reason
other than
a Change in
ControlVoluntary
Termination
without
Good
Reason or
Termination
for CauseChange in
Control
with no
TerminationTermination
without
Cause or
Resignation
for Good
Reason
following a
Change in
ControlDeath or
Disability Severance $0 $1,400,000 $0 $0 $4,550,000 $0 Accelerated Vesting of Restricted Stock(1) $2,136,453 $2,136,453 $0 $0 $5,147,151 $5,147,151 Accelerated Vesting of PSUs(1) $1,359,766(2) $1,359,766(2) $0 $0 $3,522,226 $3,522,226 Healthcare continuation $0 $0 $0 $0 $23,867 $0 Total
$3,496,219 $4,896,219 $0 $0 $13,243,244 $8,669,377
(1)(1)- The value of the accelerated vesting of restricted stock and PSUs is based on the closing price of our common stock as reported on NASDAQ on December
30, 2016 (the last trading day of 2016),31, 2020, which was$25.41.$11.73.
(2)(2)PSUs will remain eligible to vest subject to achievement of the relevant performance criteria, subject to the Compensation Committee's ability to determine, in its sole discretion, whether the NEO receives (i) the full number of shares to which the NEO would have been entitled had such termination not occurred, or (ii) a pro-rated portion of such shares based on the NEO's date of termination.This amount assumes the Compensation Committee elected to accelerate vesting at the target level on a pro-rated basis as of December 31,2016.2020. Holders of PSUs also accrue a dividend equivalent for dividends declared on theCompany's common stock during the life of the award that is paid in cash when underlying PSUs vest, and this amountincludes a cash amount equal to the accrued dividends payable upon the vesting of the underlying PSUs.The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31, 2016 for Mark A. Wallace, our Executive Vice President—Chief Financial Officer and Treasurer.Type of
PaymentVoluntary
Termination
with Good
Reason or
Company-
Approved
RetirementTermination
without
Cause
other than
following a
Change in
ControlVoluntary
Termination
without
Good
Reason or
Termination
for CauseChange in
Control
with no
TerminationTermination
without
Cause or
Resignation
for Good
Reason
following a
Change in
ControlDeath or
Disability Severance $0 $425,000 $0 $0 $2,125,000 $0 Accelerated Vesting of Restricted Stock(1) $408,694 $408,694 $0 $0 $972,695 $972,695 Accelerated Vesting of PSUs(1) $235,975(2) $235,975(2) $0 $0 $641,065 $641,065 Outplacement Services $0 $0 $0 $0 $25,000 $0 Healthcare continuation $0 $0 $0 $0 $23,867 $0 Total
$644,669 $1,069,669 $0 $0 $3,787,627 $1,613,760 (1)The value of the accelerated vesting of restricted stock and PSUs is based on the closing price of our common stock as reported on NASDAQ on December 30, 2016 (the last trading day of 2016), which was $25.41.(2)PSUs will remain eligible to vest subject to achievement of the relevant performance criteria, subject to the Compensation Committee's ability to determine, in its sole discretion, whether the NEO receives (i) the full number of shares to which the NEO would have been entitled had such termination not occurred, or (ii) a pro-rated portion of such shares based on the NEO's date of termination. This amount assumes the Compensation Committee elected to accelerate vesting at the target level on a pro-rated basis as of December 31, 2016. Holders of PSUs also accrue a dividend equivalent for dividends declared on the Company'sCompany’s common stock during the life of the award that is paid in cash when underlying PSUs vest, and this amount includes a cash amount equal to the accrued dividends payable upon the vesting of the underlying PSUs.
Mark A. WallaceThe following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31,20162020 forDaniel L. Heard,Mark A. Wallace, our Executive VicePresident—General CounselPresident — Chief Financial Officer andSecretary.Treasurer. Type of Payment Company-
Approved
Retirement Termination
without
Cause or
Resignation
for Good
Reason
other than
following a
Change in
Control Voluntary
Termination
without
Good
Reason or
Termination
for Cause Change in
Control
with no
Termination Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control Death or
Disability Severance $ 0 $ 1,527,065 $ 0 $ 0 $ 2,629,836 $ 475,000 Accelerated Vesting of Restricted
Stock(1) $ 401,462 $ 401,462 $ 0 $ 0 $ 1,133,693 $ 1,133,693 Accelerated Vesting of PSUs(1) $ 857,381(2) $ 857,381(2) $ 0 $ 0 $ 1,635,451 $ 1,635,451 Outplacement Services $ 0 $ 0 $ 0 $ 0 $ 25,000 $ 0 Healthcare continuation $ 0 $ 13,122 $ 0 $ 0 $ 26,245 $ 0 Total $ 1,258,843 $ 2,799,030 $ 0 $ 0 $ 5,450,225 $ 3,244,144 Type of
PaymentVoluntary
Termination
with Good
Reason or
Company-
Approved
RetirementTermination
without
Cause
other than
following a
Change in
ControlVoluntary
Termination
without
Good
Reason or
Termination
for CauseChange in
Control
with no
TerminationTermination
without
Cause or
Resignation
for Good
Reason
following a
Change in
ControlDeath or
Disability Severance $0 $350,000 $0 $0 $1,750,000 $0 Accelerated Vesting of Restricted Stock(1) $288,910 $288,910 $0 $0 $686,197 $686,197 Accelerated Vesting of PSUs(1) $180,650(2) $180,650(2) $0 $0 $468,386 $468,386 Outplacement Services $0 $0 $0 $0 $25,000 $0 Healthcare continuation $0 $0 $0 $0 $19,378 $0 Total
$469,560 $819,560 $0 $0 $2,948,961 $1,154,583
(1)(1)- The value of the accelerated vesting of restricted stock and PSUs is based on the closing price of our common stock as reported on NASDAQ on December
30, 2016 (the last trading day of 2016),31, 2020, which was$25.41.$11.73.
(2)(2)PSUs will remain eligible to vest subject to achievement of the relevant performance criteria, subject to the Compensation Committee's ability to determine, in its sole discretion, whether the NEO receives (i) the full number of shares to which the NEO would have been entitled had such termination not occurred, or (ii) a pro-rated portion of such shares based on the NEO's date of termination.This amount assumes the Compensation Committee elected to accelerate vesting at the target level on a pro-rated basis as of December 31,2016.2020. Holders of PSUs also accrue a dividend40equivalent for dividends declared on theCompany'sCompany’s common stock during the life of the award that is paid in cash when underlying PSUs vest, and this amount includes a cash amount equal to the accrued dividends payable upon the vesting of the underlying PSUs.
Daniel L. HeardThe following table shows the potential payments upon a hypothetical termination or change in control of the Company effective as of December 31,20162020 forRonald J. Mudry,Daniel L. Heard, our Executive VicePresident—Fiber Operations.President — General Counsel and Secretary. Type of
Payment Company-
Approved
Retirement Termination
without
Cause or
Resignation
for Good
Reason
other than
following a
Change in
Control Voluntary
Termination
without
Good
Reason or
Termination
for Cause Change in
Control
with no
Termination Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control Death or
Disability Severance $ 0 $ 1,278,804 $ 0 $ 0 $ 2,105,072 $ 400,000 Accelerated Vesting of Restricted
Stock(1) $ 264,040 $ 264,040 $ 0 $ 0 $ 765,723 $ 765,723 Accelerated Vesting of PSUs(1) $ 536,702(2) $ 536,702(2) $ 0 $ 0 $ 1,069,040 $ 1,069,040 Outplacement Services $ 0 $ 0 $ 0 $ 0 $ 25,000 $ 0 Healthcare continuation $ 0 $ 13,261 $ 0 $ 0 $ 26,521 $ 0 Total $ 800,742 $ 2,092,806 $ 0 $ 0 $ 3,991,356 $ 2,234,763 Type of
PaymentCompany-
Approved
RetirementVoluntary
Termination
with Good
Reason or
Termination
without
Cause
other than
following a
Change in
ControlVoluntary
Termination
without
Good
Reason or
Termination
for CauseChange in
Control
with no
TerminationTermination
without
Cause or
Resignation
for Good
Reason
following a
Change in
ControlDeath or
Disability Severance $0 $350,000 $0 $0 $350,000 $0 Accelerated Vesting of Restricted Stock(1) $47,013 $47,013 $0 $0 $421,958 $421,958 Total
$47,013 $397,013 $0 $0 $771,958 $421,958
(1)(1)- The value of the accelerated vesting of restricted stock and PSUs is based on the closing price of our common stock as reported on NASDAQ on December
30, 2016 (the last trading day of 2016),31, 2020, which was$25.41.
(2)41Advisory Vote to Approve Compensation of the Company’s Named Executive OfficersAdvisory Vote to Approve Compensation of the Company's Named Executive OfficersIn accordance with Section 14A of the Securities Exchange Act of 1934 (the
"Exchange Act"“Exchange Act”), the Company requests that our stockholders cast a non-binding, advisory vote to approve the compensation of theCompany'sCompany’s NEOs identified in the section titled"Executive Compensation"“Executive Compensation” set forth above in this Proxy Statement. This proposal, commonly known as a"say-on-pay"“say-on-pay” proposal, gives our stockholders the opportunity to express their views on ourNEOs'NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote"“FOR"” the following resolution at the Annual Meeting:"“RESOLVED, that theCompany'sCompany’s stockholders hereby approve the compensation of theCompany'sCompany’s NEOs, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion & Analysis, the Summary Compensation Table and the other related tables and disclosures."”
Details concerning how we implement our compensation philosophy and structure our compensation programs to meet the objectives of our compensation program are provided in the section titled"Compensation“Compensation Discussion &Analysis"Analysis” set forth above in this Proxy Statement. In particular, we discuss how we design performance-based compensation programs and set compensation targets and other objectives to maintain a close correlation between executive pay and Company performance.This vote is merely advisory and will not be binding upon the Company, the Board or the Compensation Committee, nor will it create or imply any change in the fiduciary duties of the Board or the Compensation Committee. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation decisions. The Board values constructive dialogue on executive compensation and other significant governance topics with theCompany'sCompany’s stockholders and encourages all stockholders to vote their shares on this important matter.At the 2016 annual meeting ofThe Company’s current policy is to provide stockholdersstockholders were asked to recommend, onwith anadvisory non-binding basis, the frequency at which stockholder advisory votesopportunity to approve the compensation ofourthe Company’s NEOs(like this Proposal No. 2) should be held. Consistent with the recommendation of the Board, approximately 98% of votes casteach year at the2016annual meeting ofstockholders were cast in favor of holding annual advisory votes on executive compensation.stockholders. Accordingly, theCompany has determinednext such vote is expected tohold such votes on an annual basis, and the next advisory vote to approvethe compensation of the Company's NEOs will be heldoccur at the2018 annual meeting2022 Annual Meeting ofstockholders.
Stockholders.
BOARD RECOMMENDATION THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 2 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. 42
|
The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and replacement of Uniti’s independent registered public accountant. The Audit Committee has selected PricewaterhouseCoopersKPMG LLP ("PwC"(“KPMG”) to serve as Uniti'sUniti’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2021. Stockholders are being asked to ratify the selection of PwCKPMG at the Annual Meeting. PwC has served as Uniti's independent registered public accountant in connection with the audit of the Company's financial statements since its inception as a public company. Information regarding PwC's fees for 2016 and 2015 is provided below. Representatives of PwCKPMG are expected to attend the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.
| | | | | 2020 | | | 2019 | | ||||||
| | Audit Fees (a) | | | | $ | 4,732,691 | | | | | $ | 3,950,370 | | |
| | Audit-Related Fees (b) | | | | $ | 70,219 | | | | | $ | 294,730 | | |
| | Tax Fees | | | | | — | | | | | | — | | |
| | All Other Fees (c) | | | | | — | | | | | $ | 3,600 | | |
| | Total | | | | $ | 4,802,910 | | | | | $ | 4,248,700 | | |
| | 2016 | 2015 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees (a) | $ | 1,163,000 | $ | 751,543 | |||
Audit-Related Fees (b) | | 837,970 | | — | |||
Tax Fees | — | — | |||||
All Other Fees (c) | | 3,600 | | 3,600 | |||
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Total | $ | 2,004,570 | $ | 755,143 | |||
(a)
(a)- Audit fees include fees for the annual audit and quarterly reviews of the consolidated financial statements as well as consents in respect to SEC filings.
PwC.KPMG. In 20152020 and 2016,2019, all of the above services (provided by KPMG and PwC) were pre-approved by the Audit Committee in accordance with this pre-approval policy
| | | BOARD RECOMMENDATION | | |
| | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3. | | |
| | | PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 3 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. | | |
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Stockholders and other interested parties may contact the Board of Directors, a Board Committee, a particular group of directors (e.g., our independent directors), or individual members of the board, including our Chairman, by mail addressed to the named individual, the committee, the group or the Board as a whole c/o Daniel L. Heard, Executive Vice President –— General Counsel and Secretary, at 10802 Executive Center Drive, Benton Building, Suite 300, Little Rock, Arkansas 72211. In general, any communication delivered to the Company for forwarding to the Board, a Board committee, a particular group of directors or specified Board members will be forwarded in accordance with the stockholder'sstockholder’s instruction, except that we reserve the right not to forward any abusive, threatening or otherwise inappropriate materials.
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On May 12, 2016,use (“IRUs”) that were simultaneously transferred to Uniti, acquired from(ii) fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, 32 wireless towers and operating rights(iii) dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)) and (y) the fiber assets (and underlying rights) for 49 wireless towers previouslythe 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)). In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the spin-off for a purchase price of approximately $3 million. Wireless carriers leasing access to these towers became customers of Uniti in the transaction.
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Section 16(a) of the Exchange Act requires Uniti'sUniti’s directors and executive officers, and persons who own more than 10% of Uniti'sUniti’s common stock, to file reports of ownership and changes in ownership with the SEC. TheExcept as set forth in “Security Ownership of Certain Beneficial Owners and Management” above, the Company currently knows of no person who owns 10% or more of our common stock.
stock that was required to file Section 16 reports.
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Some banks, brokers and other nominee record stockholders may be participating in the practice of "householding"“householding” proxy statements and annual reports. This means that only one set of these documents may have been sent to multiple stockholders at a shared address. Additional copiesaddress unless contrary instructions have been received by the Company from one or more of this Proxy Statementthe stockholders.
by calling (501) 850-0820. Each document is also available in digital form for download or review in the "Investors—SEC Filings—“Investors — Annual Reports"Reports” section of our website atwww.uniti.com.
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The management and the Board of Directors of Uniti do not know of any other matters that may come before the meeting. If any other matters properly come before the meeting, however, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on those matters. Discretionary authority to vote on other matters is included in the proxy.
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Executive Vice President – General Counsel
and Secretary
| (Thousands) | | | Year Ended December 31, 2020 | | |||
| Net loss attributable to common shareholders | | | | $ | (707,388) | | |
| Real estate depreciation and amortization | | | | | 246,713 | | |
| Gain on sale of real estate, net of tax | | | | | (85,860) | | |
| Participating securities share in earnings | | | | | 1,078 | | |
| Participating securities share in FFO | | | | | (1,162) | | |
| Real estate depreciation and amortization from unconsolidated entities | | | | | 1,048 | | |
| Adjustments for noncontrolling interests | | | | | (2,622) | | |
| FFO attributable to common shareholders | | | | $ | (548,193) | | |
| Transaction related costs | | | | | 63,875 | | |
| Changes in fair value of contingent consideration | | | | | 7,163 | | |
| Amortization of deferred financing costs and debt discount | | | | | 36,955 | | |
| Write off deferred financing costs and debt discount | | | | | 73,952 | | |
| Stock based compensation | | | | | 13,721 | | |
| Non-real estate depreciation and amortization | | | | | 82,690 | | |
| Settlement expense | | | | | 650,000 | | |
| Goodwill impairment | | | | | 71,000 | | |
| Straight-line revenues | | | | | (6,872) | | |
| Maintenance capital expenditures | | | | | (7,149) | | |
| Other, net | | | | | (32,374) | | |
| Adjustments for equity in earnings from unconsolidated entities | | | | | 1,238 | | |
| Adjustments for noncontrolling interests | | | | | (16,496) | | |
| AFFO attributable to common shareholders | | | | $ | 389,510 | | |
| (Thousands) | Year Ended December 31, 2016 | |||
|---|---|---|---|---|
Stand Alone REIT Net income attributable to common shareholders | $ | 17,211 | ||
Real estate depreciation and amortization | 343,941 | |||
Participating securities' share in earnings | | 1,560 | ||
Participating securities' share in FFO | (1,561 | ) | ||
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Stand Alone REIT FFO applicable to common shareholders | | 361,151 | ||
Transaction related costs | 31,564 | |||
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Stand Alone REIT NFFO applicable to common shareholders | | 392,715 | ||
Amortization of deferred financing costs | 7,823 | |||
Amortization of debt discount | | 8,179 | ||
Stock-based compensation | 4,178 | |||
Non-real estate depreciation and amortization | | 3,258 | ||
Straight-line revenue | (17,288 | ) | ||
Other non-cash (revenue) expense, net | | (5,667 | ) | |
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Stand Alone REIT Normalized AFFO applicable to common shareholders | $ | 393,198 | ||
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VOTE BY INTERNET Before the Meeting – Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. UNITI GROUP INC. 10802 EXECUTIVE CENTER DRIVE BENTON BUILDING, SUITE 300 LITTLE ROCK, ARKANSAS 72211 During the Meeting – Go to www.virtualshareholdermeeting.com/UNIT2017 You may attend the Meeting via the Internet and vote during the Meeting. Have your proxy card in hand when you access the web site and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to vote until 11:59 P.M. Eastern Time the day before the cut-off or meeting date. Have your proxy card in hand when you call, and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERYTABLE OF FUTURE PROXY MATERIALS If you would like to reduce the company’s costs for mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E21825-P90877 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. UNITI GROUP INC. The Board of Directors recommends that you vote “FOR” each of the nominees listed in Item 1. 1. Election of Directors Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Jennifer S. Banner 1b. Scott G. Bruce For Against Abstain The Board of Directors recommends that you vote “FOR” Item 3. 1c. Francis X. ("Skip") Frantz ! ! ! 1d. Andrew Frey 3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the year ending December 31, 2017. 1e. Kenneth A. Gunderman 1f. David L. Solomon The Board of Directors recommends that you vote “FOR” Item 2. For Against Abstain NOTE: In their discretion, such other matters that may properly come before the meeting or any adjournment or adjournments thereof. NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted “FOR” each of the nominees listed in Item 1, “FOR” Item 2, and “FOR” Item 3. If any other matters properly come before the meeting or any adjournment of the meeting, the person(s) named in this proxy will vote in their discretion. ! ! ! 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers. ! For address changes and/or comments, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by duly authorized officer. Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date V.1.2
| | | | Year Ended December 31, 2020 | | |||
| Net loss | | | | $ | (718,812) | | |
| Depreciation and amortization | | | | | 329,403 | | |
| Interest expense, net | | | | | 497,128 | | |
| Income tax benefit | | | | | (15,203) | | |
| EBITDA | | | | | 92,516 | | |
| Stock based compensation | | | | | 13,721 | | |
| Transaction related costs and other costs | | | | | 63,875 | | |
| Settlement expense | | | | | 650,000 | | |
| Goodwill impairment | | | | | 71,000 | | |
| Gain on sale of real estate | | | | | (86,267) | | |
| Other (income) expense | | | | | 11,703 | | |
| Adjustments for equity in earnings from unconsolidated entities | | | | | 2,287 | | |
| Adjusted EBITDA | | | | $ | 818,835 | | |
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