Pay vs Performance Disclosure pure in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Pay vs Performance Disclosure [Table] | | | |
Pay vs Performance [Table Text Block] | Pay Versus Performance The following table sets forth the compensation for our CEO and the average compensation for our other NEOs both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, for each of 2022, 2021 and 2020. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the performance of the Company, see the Compensation Discussion & Analysis section of this Proxy Statement. Year Summary Compensation Average Average Value of Initial Fixed $100 Net Income Adjusted Total Peer Group 2022 $ 5,011,198 $ (2,837,826 ) $ 1,503,743 $ 330,113 $ 81 $ 100 $ (8.1 ) $ 905.9 2021 $ 5,018,444 $ 6,289,079 $ 2,396,584 $ 2,078,726 $ 193 $ 132 $ 124.7 $ 878.3 2020 $ 6,787,463 $ 10,076,404 $ 2,825,391 $ 3,502,562 $ 153 $ 92 $ (718.8 ) $ 818.8 (1) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to Mr. Gunderman, our CEO, for all applicable years and the average of the “compensation actually paid” to our Non-CEO NEOs. The dollar amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO NEOs during the applicable years. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Messrs. Bullington, Heard and Friloux; (ii) for 2021, Messrs. Bullington and Heard and Mr. Mark A. Wallace (our former CFO); and (iii) for 2020, Messrs. Heard and Wallace. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: Year Reported Summary (i) Reported Value of (ii) Equity Award (iii) Compensation A B C A-B+C Company’s CEO 2022 $ 5,011,198 $ 2,967,063 $ (4,881,960 ) $ (2,837,826 ) 2021 $ 5,018,444 $ 3,137,527 $ 4,408,162 $ 6,289,079 2020 $ 6,787,463 $ 3,951,703 $ 7,240,644 $ 10,076,404 Average of Non-CEO NEOs 2022 $ 1,503,743 $ 635,707 $ (537,923 ) $ 330,113 2021 $ 2,396,584 $ 637,661 $ 319,803 $ 2,078,726 2020 $ 2,825,391 $ 1,421,694 $ 2,098,865 $ 3,502,562 (i) Reflects the amounts (or the average amounts in regards to the Non-CEO NEOs) represented in the “Total” column of the Summary Compensation Table for the applicable years. (ii) Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the Non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years. (iii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) as set forth in the chart below: Year Plus Year over Year over Less Plus Total Equity Company’s CEO 2022 $ 1,140,192 $ (6,309,301 ) $ (384,324 ) — $ 671,473 $ (4,881,960 ) 2021 $ 3,524,080 $ 587,799 $ (147,701 ) — $ 443,984 $ 4,408,162 2020 $ 5,838,375 $ 1,787,268 $ (128,087 ) $ (423,390 ) $ 166,478 $ 7,240,644 Average of Non-CEO NEOs 2022 $ 244,291 $ (827,187 ) $ (23,881 ) — $ 68,854 $ (537,923 ) 2021 $ 308,059 $ 90,646 $ (190,831 ) — $ 111,929 $ 319,803 2020 $ 1,766,283 $ 412,912 $ (29,593 ) $ (97,814 ) $ 47,077 $ 2,098,865 (2) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of our common stock at the end and the beginning of the measurement period by the price of our common stock at the beginning of the measurement period. (3) The peer group used for this purpose is the MSCI US REIT Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. (4) The dollar amounts reported represent the amount of net income reflected in our audited consolidated financial statements for the applicable year. (5) Adjusted EBITDA is defined as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, costs related to the settlement with Windstream, goodwill impairment charges, executive severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). EBITDA is defined as net income before interest expense, provision for income taxes and depreciation and amortization. Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. | | |
Company Selected Measure Name | Adjusted EBITDA | | |
Named Executive Officers, Footnote [Text Block] | (1) | | |
Peer Group Issuers, Footnote [Text Block] | (3) The peer group used for this purpose is the MSCI US REIT Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. | | |
PEO Total Compensation Amount | $ 5,011,198 | $ 5,018,444 | $ 6,787,463 |
PEO Actually Paid Compensation Amount | $ (2,837,826) | 6,289,079 | 10,076,404 |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to Mr. Gunderman, our CEO, for all applicable years and the average of the “compensation actually paid” to our Non-CEO NEOs. The dollar amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO NEOs during the applicable years. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Messrs. Bullington, Heard and Friloux; (ii) for 2021, Messrs. Bullington and Heard and Mr. Mark A. Wallace (our former CFO); and (iii) for 2020, Messrs. Heard and Wallace. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: Year Reported Summary (i) Reported Value of (ii) Equity Award (iii) Compensation A B C A-B+C Company’s CEO 2022 $ 5,011,198 $ 2,967,063 $ (4,881,960 ) $ (2,837,826 ) 2021 $ 5,018,444 $ 3,137,527 $ 4,408,162 $ 6,289,079 2020 $ 6,787,463 $ 3,951,703 $ 7,240,644 $ 10,076,404 Average of Non-CEO NEOs 2022 $ 1,503,743 $ 635,707 $ (537,923 ) $ 330,113 2021 $ 2,396,584 $ 637,661 $ 319,803 $ 2,078,726 2020 $ 2,825,391 $ 1,421,694 $ 2,098,865 $ 3,502,562 (i) Reflects the amounts (or the average amounts in regards to the Non-CEO NEOs) represented in the “Total” column of the Summary Compensation Table for the applicable years. (ii) Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the Non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years. (iii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) as set forth in the chart below: Year Plus Year over Year over Less Plus Total Equity Company’s CEO 2022 $ 1,140,192 $ (6,309,301 ) $ (384,324 ) — $ 671,473 $ (4,881,960 ) 2021 $ 3,524,080 $ 587,799 $ (147,701 ) — $ 443,984 $ 4,408,162 2020 $ 5,838,375 $ 1,787,268 $ (128,087 ) $ (423,390 ) $ 166,478 $ 7,240,644 Average of Non-CEO NEOs 2022 $ 244,291 $ (827,187 ) $ (23,881 ) — $ 68,854 $ (537,923 ) 2021 $ 308,059 $ 90,646 $ (190,831 ) — $ 111,929 $ 319,803 2020 $ 1,766,283 $ 412,912 $ (29,593 ) $ (97,814 ) $ 47,077 $ 2,098,865 | | |
Non-PEO NEO Average Total Compensation Amount | $ 1,503,743 | 2,396,584 | 2,825,391 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 330,113 | 2,078,726 | 3,502,562 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (1) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to Mr. Gunderman, our CEO, for all applicable years and the average of the “compensation actually paid” to our Non-CEO NEOs. The dollar amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO NEOs during the applicable years. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Messrs. Bullington, Heard and Friloux; (ii) for 2021, Messrs. Bullington and Heard and Mr. Mark A. Wallace (our former CFO); and (iii) for 2020, Messrs. Heard and Wallace. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: Year Reported Summary (i) Reported Value of (ii) Equity Award (iii) Compensation A B C A-B+C Company’s CEO 2022 $ 5,011,198 $ 2,967,063 $ (4,881,960 ) $ (2,837,826 ) 2021 $ 5,018,444 $ 3,137,527 $ 4,408,162 $ 6,289,079 2020 $ 6,787,463 $ 3,951,703 $ 7,240,644 $ 10,076,404 Average of Non-CEO NEOs 2022 $ 1,503,743 $ 635,707 $ (537,923 ) $ 330,113 2021 $ 2,396,584 $ 637,661 $ 319,803 $ 2,078,726 2020 $ 2,825,391 $ 1,421,694 $ 2,098,865 $ 3,502,562 (i) Reflects the amounts (or the average amounts in regards to the Non-CEO NEOs) represented in the “Total” column of the Summary Compensation Table for the applicable years. (ii) Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the Non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years. (iii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) as set forth in the chart below: Year Plus Year over Year over Less Plus Total Equity Company’s CEO 2022 $ 1,140,192 $ (6,309,301 ) $ (384,324 ) — $ 671,473 $ (4,881,960 ) 2021 $ 3,524,080 $ 587,799 $ (147,701 ) — $ 443,984 $ 4,408,162 2020 $ 5,838,375 $ 1,787,268 $ (128,087 ) $ (423,390 ) $ 166,478 $ 7,240,644 Average of Non-CEO NEOs 2022 $ 244,291 $ (827,187 ) $ (23,881 ) — $ 68,854 $ (537,923 ) 2021 $ 308,059 $ 90,646 $ (190,831 ) — $ 111,929 $ 319,803 2020 $ 1,766,283 $ 412,912 $ (29,593 ) $ (97,814 ) $ 47,077 $ 2,098,865 | | |
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income The following graph compares the amount of compensation actually paid to our CEO and the average compensation paid to our Non-CEO NEOs to our net income over the three years presented in the table. While we do not use net income as a performance measure in the overall executive compensation program, net income correlates with Consolidated AFFO, which we used as one performance measure (weighted 25%) in our 2022 STIP, and Adjusted EBITDA, certain components of which we use for performance measures in our 2022 STIP. | | |
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Adjusted EBITDA Because a significant portion of our NEOs’ compensation is comprised of equity grants, stock price and TSR likely represent the most important performance measures used by us to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to our performance. Other than stock price and TSR, however, we believe Adjusted EBITDA is the financial performance measure that, in our assessment, represents the next most important performance measure (that is not otherwise required to be disclosed in the Pay Versus Performance Table) used by us to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to our performance. This is because we use Adjusted EBITDA to assess and evaluate our performance on an unleveraged basis. Moreover, it is one of the most important and closely followed measures of our performance by the investing community and our stockholders. While we do not utilize Adjusted EBITDA as a performance measure in our overall executive compensation program, we believe it is helpful in assessing our NEOs’ compensation relative to our Company’s performance because (i) Adjusted EBITDA generally correlates to Consolidated AFFO (one of the performance measures (weighted at 25%) used in our 2022 STIP) and (ii) the other measures we used in the 2022 STIP are key drivers of Adjusted EBITDA and the measures that can be most directly influenced by our management team. As discussed in the Compensation Discussion & Analysis, less than 30% of our NEOs’ total target direct compensation consists of amounts determined under the 2022 STIP, which is consistent with the STIP in 2021 and 2020. Accordingly, while there is a closer correlation between Adjusted EBITDA and our NEOs’ payouts under our annual STIPs, our NEOs’ total compensation actually paid is much more heavily impacted by variations in our stock price than variations in those factors that can be directly influenced by our NEOs, such as Adjusted EBITDA or any measure used in our annual STIP. While the table below shows growth in Adjusted EBITDA over the three years presented in the table, the amount of compensation actually paid to our CEO and the average compensation paid to our Non-CEO NEOs has decreased over the same period due in large part to stock price performance over the same period rather than variations in Adjusted EBITDA. | | |
Total Shareholder Return Vs Peer Group [Text Block] | Cumulative TSR of the Company and Cumulative TSR of the Peer Group The following graph compares the amount of compensation actually paid to our CEO and the average compensation actually paid to our Non-CEO NEOs with our cumulative TSR and the TSR of our peer group over the three years presented in the table. | | |
Tabular List [Table Text Block] | Financial Performance Measures As described in greater detail in the Compensation Discussion & Analysis, our executive compensation program reflects a variable pay-for-performance philosophy. The metrics that we use for both our short and long-term compensation programs are selected based on the objective of incentivizing the NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by us to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to our performance are as follows: • Adjusted EBITDA • Consolidated SG&A • Consolidated AFFO • Capital Expenditures • Consolidated Bookings • Consolidated Installations • Relative TSR (our TSR as compared to a peer group established by the Compensation Committee) | | |
Total Shareholder Return Amount | $ 81 | 193 | 153 |
Peer Group Total Shareholder Return Amount | 100 | 132 | 92 |
Net Income (Loss) | $ (8,100,000) | $ 124,700,000 | $ (718,800,000) |
Company Selected Measure Amount | 905.9 | 878.3 | 818.8 |
Measure [Axis]: 1 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Adjusted EBITDA | | |
Non-GAAP Measure Description [Text Block] | (5) Adjusted EBITDA is defined as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, costs related to the settlement with Windstream, goodwill impairment charges, executive severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). EBITDA is defined as net income before interest expense, provision for income taxes and depreciation and amortization. Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. | | |
Measure [Axis]: 2 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Consolidated SG&A | | |
Measure [Axis]: 3 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Consolidated AFFO | | |
Measure [Axis]: 4 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Capital Expenditures | | |
Measure [Axis]: 5 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Consolidated Bookings | | |
Measure [Axis]: 6 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Consolidated Installations | | |
Measure [Axis]: 7 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Relative TSR (our TSR as compared to a peer group established by the Compensation Committee) | | |
PEO [Member] | Total Net Adjustments For Equity Awards [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | $ (4,881,960) | $ 4,408,162 | $ 7,240,644 |
PEO [Member] | Total Equity Awards Adjustments [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 2,967,063 | 3,137,527 | 3,951,703 |
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 1,140,192 | 3,524,080 | 5,838,375 |
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (6,309,301) | 587,799 | 1,787,268 |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (384,324) | (147,701) | (128,087) |
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 671,473 | 443,984 | 166,478 |
PEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | | | (423,390) |
Non-PEO NEO [Member] | Total Net Adjustments For Equity Awards [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (537,923) | 319,803 | 2,098,865 |
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 635,707 | 637,661 | 1,421,694 |
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 244,291 | 308,059 | 1,766,283 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (827,187) | 90,646 | 412,912 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (23,881) | (190,831) | (29,593) |
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | $ 68,854 | $ 111,929 | 47,077 |
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | | | $ (97,814) |