UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No.1

FOR THE FISCAL YEAR ENDED DECEMBER 31, 20212022

For the transition period from to

Commission File Number 1-8519

CINCINNATI BELL INC.

221 East Fourth Street, Cincinnati, Ohio 45202

(Address of principal executive offices) (Zip Code)

(513) 397-9900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of December 31, 2021,2022, there were 100 common shares of the Company outstanding, all of which were held by Red Fiber Parent LLC. The Company is filing this Annual Report on Form-10-K for the fiscal year ended December 31, 20212022 on a voluntary basis.

EXPLANATORY NOTE

Cincinnati Bell Inc. (“Cincinnati Bell,” “we,” “our,” “us” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2022March 22, 2023 (the “Original Filing”). This Amendment amends the Original Filing to include certain information required by Items 10-13 of Part III of Form 10-K that was omitted from the Original Filing. In connection with this omission, management has reevaluated its disclosure controls and procedures as of December 31, 20212022 and concluded that the Company’s disclosure controls and procedures were not effective as of that date due to the Company’s failure to identify fully the Form 10-K reporting and disclosure requirements applicable to a “voluntary filer” with the SEC. Management has since remediated the Company’s disclosure controls and procedures to address that failure, and Certificates of the Chief Executive Officer of the Company and the Chief Financial Officer of the Company required by Rule 15d-14(a) with respect to the effectiveness of the Company’s disclosure controls and procedures are filed as exhibits to this Amendment.

TABLE OF CONTENTS

This report contains trademarks, service marks and registered marks of Cincinnati Bell Inc., as indicated.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

There are nine directors on the Company’s Board of Directors. The directors are elected in accordance with the terms of the Red Fiber Holdings limited liability company agreement, which gives certain investors in Red Fiber Holdings the right to designate managers of Red Fiber Holdings, who then also serve as directors of the Company. Two directors of the Company must be independent directors domiciled in Hawaii. The Chief Executive Officer of the Company does not serve on the Board.

Directors are elected each year at the annual meeting to hold office until the next annual meeting and until their respective successors are elected and qualified.

All of the current directors of the Company (other than F. Gregory Guerra and Christina M. Wire) were first elected to the Board effective immediately following the Merger and have served since that time. Ms. Wire was elected to the Board effective September 30, 2021 and Mr. Guerra was elected to the Board effective October 13, 2021.

Jenny Chan and Andy Christiansen served as directors of the Company from September 7, 2021 until their respective resignations effective September 30, 2021.

The directors of the Company as of December 31, 20212022 were:

Kelly C. Atkinson

Ms. Atkinson joinedresigned from Brinks Home Security in 20212022 as Chief Commercial Officer of Brinks Home Security, a security company that offers home security systems. Prior positions include Head of Marketing, Consumer and SMB for Charter Communications (2018-2020), a broadband connectivity company and cable operator; and Executive Vice President of Consumer Cable and Content for Rogers Communications (2017-2018), a communications and media company. Age: 5556; Director since 2021.

Felix A. Bernshteyn

Mr. Bernshteyn joined Ares Management in 2017 and continues to serve as a Partner in the Private Equity Group. Ares Management is a global alternative investment manager operating in the credit, private equity and real estate

markets.

Age: 38.39; Director since 2021.

Scott L. Graves

Mr. Graves joined Ares Management in 2017 and continues to serve as Partner, Co-Head in the Ares Private Equity Group, Portfolio Manager and Head of Special Opportunities. Ares Management is a global alternative investment manager operating in the credit, private equity and real estate markets. markets. Mr. Graves was appointedresigned as a Director of Infrastructure and Energy Alternatives, Inc., a leading infrastructure construction company with specialized energy and heavy civil expertise, in 20212022 He was appointed a Director of Savers Value Village, Inc, a thrift store retailer, and remains active.serves as Chairman of the Board and a member of the Compensation Committee. Age: 50.51; Director since 2021.

F. Gregory Guerra

Mr. Guerra is currently an Independent Consultant to fiber communications providers and private equity firms on matters related to the communicationscommunications industry. Prior positions include President, Chief Operating Officer and Chief Strategy Officer (2019-2021) and Chief Operating Officer of Segra (2018-2019), which provides Business Internet, Ethernet, MPLS, Dark Fiber, IP, Managed Services, Voice, Data Center & Cloud solutions and Carrier services. Mr. Guerra also served as Chief Operating Officer of Spirit Communications (2017-2018), which provides voice, data, Internet and fiber optic solutions, along with a full suite of Cloud services to commercial businesses and government agencies across the Southeastern United States. Age: 54.55; Director since 2021.

Colleen W. Hanabusa

Ms. Hanabusa currently serves as an attorney at law in her private law practice since 2019. Previously, she served as a U.S. Congresswoman, representing the First Congressional District of the State of Hawai’i from 2017-2018. Age: 7172; Director since 2021.

John T. Komeji

Mr. Komeiji joinedresigned from Kamehameha Schools as Vice President and General Counsel in 2020.2022. Kamehameha Schools is a private school system that offers a variety of educational programs and scholarship services for Hawaiian learners of all ages in Hawaii. Prior positions at Hawaiian Telcom, Inc. include President and General Manager (2018-2020) and Senior Vice President, Chief Administrative Officer and General Counsel (2016-2018). Hawaiian Telcom, Inc. is a telecommunications company that provides high-speed internet, phone, wireless and other services for homes and businesses. Age: 6869; Director since 2021.

Anton Z. Moldan

Mr. Moldan joined Macquarie Asset Management in 2006 and serves as Senior Managing Director. Macquarie Asset Management is a global asset manager, integrated across public and private markets. Age: 37.38; Director since 2021.

Douglas C. Wiest

Mr. Wiest joined Macquarie Asset Management in 2019 as Division Director and continues to serve in this capacity. Macquarie Asset Management is a global asset manager, integrated across public and private markets. Age: 6970; Director since 2021.

Christina M. Wire

Ms. Wire joined Google in 2007. She was appointed Vice President of Global Operations of YouTube in 2017 and continues to serve in this position. Google is a multinational technology company focusing on artificial intelligence, online advertising, search engine technology, cloud computing, computer software, quantum computing, e-commerce, and consumer electronics. YouTube is an online video sharing and social media platform owned by Google. Age: 5657; Director since 2021.

None of the directors have any familial relationships with any other directors or executives of the Company.

Executive Officers of the Registrant

The names, ages and positions of the executive officers of the Company as of December 31, 20212022 were as follows:

Officers are elected annually but are removable in accordance with the Red Fiber Holding’s limited liability company agreement.

LEIGH R. FOX, President and Chief Executive Officer since May 31, 2017; President and Chief Operating Officer of the Company from September 2016 to May 2017; Chief Financial Officer of the Company from October 2013 to September 2016; Chief Administrative Officer of the Company from July 2013 to October 2013; Senior Vice President of Finance and Operations from December 2012 to July 2013; Vice President of Finance at Cincinnati Bell Technology Solutions Inc. (CBTS) from October 2008 to December 2012.

JOSHUA T. DUCKWORTH, Chief Financial Officer of the Company since December 1, 2021; Vice President of Treasury, Corporate Finance and Inventor Relations from October 2017 to December 1, 2021; Vice President, Investor Relations and Controller of the Company from July 2013 to October 2017; Assistant Treasurer and Director of Investor Relations for Cincinnati Bell Inc. from August 2012 to July 2013; Assistant Controller for Cincinnati Bell Inc. from August 2010 to August 2012; Deloitte & Touche LLP's audit practice from October 2004 to August 2010.

CHRISTI H. CORNETTE, Chief Culture Officer of the Company since June 2017; Senior Vice President, Marketing of the Company from August 2013 to June 2017; Vice President, Marketing of the Company from October 2008 to August 2013; Director of CBTS Marketing from October 2002 to October 2008.

THOMAS E. SIMPSON, Chief Operating Officer since June 2017, Senior Vice President and Chief Technology Officer of the Company from January 2015 to June 2017; Vice President and Chief Technology Officer at Cincinnati Bell Technology Solutions (CBTS) from 2014 to 2015; Vice President, Research and Development at CBTS from 2010 to 2014; Director, Technical Operations at CBTS from 2008 to 2010.

CHRISTOPHER J. WILSON, Vice President and General Counsel of the Company since August, 2003.

Code of Ethics

The Company’s Code of Ethics for Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer is posted on the Company’s website at http://www.cincinnatibell.com.www.altafiber.com. Within the period of time required by the SEC, the Company will post on its website any amendment to its Code of Ethics for Senior Financial Officers and any waiver of such code relating to such senior financial officers.

Other

Following the Merger, certain oversight functions with respect to the business and affairs of the Company were assumed by Red Fiber Holdings, including functions previously performed by the Audit and Finance and Compensation Committees of the Company's Board of Directors, which were discontinued.

Since the Company’s Board is elected in accordance with the requirements of the Red Fiber Holdings limited liability company agreement, the Company does not maintain procedures by which security holders may recommend nominees to the Company’s Board. Since the Board does not have an Audit Committee and the functions formerly performed by its Audit Committee have been assumed by the Audit Committee of Red Fiber Holdings, the Board has not made a determination as to whether it has an “audit committee financial expert” (as defined in rules adopted by the SEC).

Item 11. Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the 20212022 compensation program established by the Compensation Committee, the Board and the Red Fiber Holdings shareholders (the "Compensation Approvers") for our named executive officers (“NEOs”). Our named executive officers for 20212022 were:

*On September 29, 2021, the Board appointed Joshua T. Duckworth to succeed Andrew R. Kaiser as Chief Financial Officer of the Company, effective December 1, 2021.

Compensation Program Objectives

Our executive compensation program’s primary objectives are:

Our executive compensation program was modified in several respects, as noted below, to reflect the Merger.

Elements of Compensation

Base Salary

Base salaries are provided to the Company’s NEOs for performing their day-to-day responsibilities. The base salaries of our NEOs are based on a review of the competitive market mediandata for comparable executive positions assessment by the Chief Executive Officer (or in the case of the Chief Executive Officer’s base salary, by the Compensation Committee and entire Board). During the annual compensation review process in 2021, the NEOs (excluding Mr. Duckworth) received a 3% merit increase. Effective December 1, 2021, Mr. Duckworth’s salary was increased by 64% to reflect his appointment as Chief Financial Officer.Approvers.

Annual Incentives

Annual incentives are intended to motivate and reward senior executives for achieving the short-term business objectives of the Company.

Each year the Compensation Committee establishesApprovers establish a target annual incentive award opportunity for each NEO, (excluding Mr. Duckworth), which for 20212022 was 100% of each officer’s annual salary. Effective December 1, 2021, Mr. Duckworth’s target annual incentive award opportunity for 2021 was increased from 60% to 100% of his annual salary.

Annual incentives are payable for the achievement of annual financial performance goals established by the Compensation Committee.Approvers. Payouts, if any, could range from 0% to 150%200% of the total target annual incentive, depending on the level of achievement of financial goals between threshold and superior levels of performance.

For 2021,2022, the sole financial performance goal wasgoals include Adjusted EBITDA for both the Network segment and IT Services and Hardware segment of the Company (see below for a definition), which was a key measure of profitability of the CompanyCompany. Gross Margin Per Employee for the IT Services and viewed by investors asHardware segment was an effective barometer of how well a company can service its debt.additional financial performance goal for the 2022 plan year.

The Compensation Committee establishedFor 2022, the table below shows the target Adjusted EBITDA goal at $420 million for 2021. The target subsequently was adjusted for items not contemplated at the beginning of the fiscal yeargoals and to reflect the impact of the Merger. Inresults. These results, in connection with the closing of the Merger, all participants (including the NEOs) in the Company’s annual incentive plan received a pro rata annual incentive payment based on the portion of the plan year elapsed prior to the effective time of the Merger and the Company’s determination of achievement ofother non-financial performance goals, at 120%resulted in a total payout of target.102% of target for Mr. Fox, Mr. Duckworth, and Ms. Cornette and a total payout of 100% of target for Messrs. Simpson and Wilson.

For purposes of the annual incentive plan, Adjusted EBITDA was defined as operating incomeloss (calculated in accordance with GAAP), plus depreciation, amortization, restructuring and severance related charges, gain on sale or disposal of assets, transaction and integrations costs, transaction related employee retention agreements, loss on impairment of long-lived assets, certain legal costs, expenses associated with network transformation project and stock-based compensation.other special items.

Long-Term Incentives

NEOs received restricted cash awards in lieu of equity awards in 2021. Each restricted cash award is payable in full on the third anniversary of the grant and is generally subject to the executive’s continued employment on each payment date. Upon a termination without “cause” or the executive’s resignation for “good reason” following the closing of the Merger, the restricted cash award will immediately accelerate and become payable. On January 28, 2021, the Board approved the following cash-based long-term incentive awards to the Company’s NEOs: Mr. Fox—$3,100,000; each of Messrs. Kaiser and Simpson $650,000; Mr. Wilson—$400,000; Ms. Cornette—$280,000; and Mr. Duckworth—$250,000.

Upon the closing of the Merger, Red Fiber Holdings established the Red Fiber Holdings LLC Long-Term Incentive Plan (the “LTIP”), which replaced the restricted cash award granted in 2021. Each LTIP award generally vests as follows: (i) 80% of the award vests in four equal annual installments, subject to accelerated vesting on a qualified public offering or a change in control (collectively a “liquidity event”), and (ii) 20% of the award vests only upon a liquidity event, in each case subject to continued employment. The LTIP provides for the funding of an award pool upon a liquidity event, provided that the liquidity event occurs prior to the 8th anniversary of the closing of the Merger. The amount of the award pool would be based on the extent to which certain investment return hurdles were satisfied in connection with the applicable liquidity event. Assuming that a liquidity event occurs within the designated time period, each participating employee (including each of the NEOs) would be entitled to a cash payment from Red Fiber Holdings equal to a percentage of the funded award pool. Neither the Company nor any of its subsidiaries is obligated to fund the payments, if any, earned under the LTIP. In exchange for these awards, each participating employee agreed to comply with certain non-competition, non-solicitation, non-disparagement, and confidentiality covenants. A participant would forfeit all of his or her award under the LTIP (whether vested or unvested) upon a violation of any of these restrictive covenants.

In connection with the Merger, (i) each restricted stock unit subject to either performance-based or solely time-based vesting requirements outstanding immediately prior to closing and whether vested or unvested, became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the Merger consideration and (y) the number of shares subject to such restricted stock unit (with the achievement of any performance conditions determined based on the greater of target performance and actual performance as of immediately prior to the closing); and (ii) each stock option and stock appreciation right (“SAR”) outstanding immediately prior to the closing and whether vested or unvested, became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the excess, if any, of the Merger consideration over the per share exercise price of such stock option or SAR, multiplied by the number of shares subject to such stock option or SAR. Each outstanding stock option and SAR with an exercise price per share equal to or greater than the Merger consideration was canceled upon the closing of the Merger for no consideration. Please refer to the Option Exercises and Stock Vested table below for more information about the cash-out of these awards.

Benefits

NEOs hired prior to January 1, 2009 participate in the Cincinnati Bell Management Pension Plan (the “Management Pension Plan”) on the same basis as all other eligible salaried and certain non-union hourly employees. The Management Pension Plan is a qualified defined benefit plan with a nonqualified provision that applies to the extent that eligible earnings or benefits exceed the applicable Internal Revenue Code limits for qualified plans. The Company makes all required contributions to this plan. The Management Pension Plan was frozen in 2009 and no further credits, other than interest, are made to the plan. The executives, along with all other salaried employees, also participate in a 401(k) savings plan, which includes a Company matching contribution feature that vests 100% of such matching contributions in the employee’s account as they are made to the plan.

The value of the Company’s retirement program is not considered in any of the compensation decisions made with respect to other elements of NEO compensation, because the Company believes that the alignment of the interests of executives and shareholders is most effectively accomplished through its short- and long-term incentive compensation programs.

Determination of the Target Compensation Levels

Both theThe Compensation Committee and the Company engaged a consultant to adviseApprovers determine target compensation levels based on compensation-related matters. Neither the Compensation Committee nor the Company identified any conflicts of interest with respect to their respective compensation consultant that would impair the advice provided by such compensation consultant.competitive market data.

For 2021, the Compensation Committee retained Mr. Charles J. Mazza, an independent compensation consultant, who performed no other services for the Company or its management, to assist in its deliberations regarding executive compensation. Pursuant to the Committee’s instructions, Mr. Mazza analyzed and commented on various compensation proposals made by the Company and on various topics specified by the Committee. For 2021, the Company retained Willis Towers Watson to assist with various compensation-related projects during the course of the year. The projects range from requests for general compensation data or information to requests for specific guidance and recommendations, such as designing specific incentive plans.

In determining pay levels, the Company established a philosophy to target each component - base salary, target annual incentive and target long-term incentive - at the market 50th percentile appropriate to the revenue size of the Company. In implementing this philosophy, the Compensation Committee considered and evaluated the following information:

Other Compensation Policies

Stock Ownership Guidelines

During 2021 prior to the Merger, the Company maintained stock ownership guidelines for the NEOs, which were as follows: (i) Chief Executive Officer - 5 times base salary; and (ii) other NEOs - 2 times base salary. In connection with the Merger, the Company terminated the stock ownership guidelines.

Prohibition on Hedging and Pledging

During 2021, the Company maintained an Insider Trading Policy, which expressly prohibited ownership of derivative financial instruments or participation in investment strategies that hedge the economic risk of owning the Company’s common stock and prohibits officers and directors from pledging Company securities as collateral for loans. In connection with the Merger, the Company terminated the Insider Trading Policy.

Employment Agreements, Severance and Change in Control Payments and Benefits

The Company generally enters into employment agreements with the NEOs for several reasons. Employment agreements give the Company flexibility to make changes in key executive positions with or without a showing of cause, if terminating the executive is determined by the Company or the Board to be in the best interests of the Company. The agreements also minimize the potential for litigation by establishing separation terms in advance and requiring that any dispute be resolved through an arbitration process. The severance, change in control ("CIC") payments and benefits provided under the employment agreements as described in more detail in Potential Payments upon Termination of Employment or a Change in Control are important to ensure the retention of the NEOs.

Depending on the circumstances of their termination, the NEOs are eligible to receive severance benefits in the form of a multiple of annual base salary as a lump sum payment, continued access to Company-provided healthcare benefits for a defined period post-employment, and accelerated vesting of all equity as determined by the provisions in their employment agreements, which are discussed in detail in Potential Payments upon Termination of Employment or a Change in Control. Under a dismissal without cause or constructive discharge following a CIC, the Company provides the severance benefits because it serves the best interest of the Company and its shareholders to have executives focus on the business merits of possible change in control situations without undue concern for their personal financial outcome. In the case of a termination without cause or constructive discharge absent a CIC, the Company believes it is appropriate to provide severance at these levels to ensure the financial security of these executives, particularly in view of the non-compete provisions which state that, for 12 months (24 months in the case of the Chief Executive Officer) following termination, the executive will not compete with the Company or solicit customers or employees of the Company. Because these potential payments are triggered under very specific circumstances, such payments are not considered in setting pay or other elements of executive compensation. The Compensation Committee hasApprovers have a policy that the Company will not enter into any new or materially amended employment agreements with NEOs providing for excise tax gross-up provisions with respect to payments contingent upon a CIC, and no NEO has an excise tax gross-up provision.

Clawback Policy

The Board had adopted an interim executive compensation recoupment/clawback policy with the intention that the policy will be modified when final regulations required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) are adopted by the SEC. The policy allowed the Company to recover incentive payments to, or realized by, certain executive officers in the event that the incentive compensation was based on the achievement of financial results that were subsequently restated to correct any accounting error due to material noncompliance with any financial reporting requirement under federal securities laws and such restatement results in a lower payment or award. In connection with the Merger, the Company terminated this clawback policy.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this report on Form 10-K with management. Based on our review and discussions with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this report on Form 10-K for the fiscal year ended December 31, 2021.2022.

COMPENSATION COMMITTEE of Red Fiber Holdings

Kelly C. Atkinson

Anton Z. Moldan

Effective with the Merger, the members of the Predecessor Compensation Committee resigned from the committee and the functions of the Predecessor Compensation Committee were assumed by Red Fiber Holdings.

Compensation Tables

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs for the 2019, 2020, 2021 and 20212022 fiscal years.

Grants of Plan-Based Awards

The following table sets forth information concerning annual incentive grants to the NEOs during the year ended December 31, 2021:2022:

(a)

Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

During 2021,2022, all of the NEOs were employed pursuant to agreements with the Company. Each employment agreement sets forth, among other things, the NEO’s base salary, annual incentive opportunities, entitlement to participate in the Company’s benefit and pension plans and to receive equity awards and post-termination benefits and obligations.

In connection with the Merger, each NEO received a new employment agreement, which is summarized below:

Each employment agreement has a term of one year, which automatically renews on the anniversary date for a period of one year, until termination of the NEO’s employment. Under certain termination scenarios, the NEO may be entitled to additional compensation as follows:

The agreement provides that the executive will not compete with the Company, nor solicit customers or employees of the Company, nor interfere with the Company’s business in any other way for a period of two years following termination. Because these potential payments are triggered under very specific circumstances, such payments are not considered in setting pay or other elements of executive compensation.

The payments to the NEOs upon termination, including termination following a CIC as of December 31, 20212022 are described in Potential Payments upon Termination of Employment or a Change in Control.

Outstanding Equity Awards at Fiscal Year-End

Our NEOs did not hold any equity awards as of December 31, 2021 and therefore we have omitted this table.

Outstanding Equity Awards at Fiscal Year-End

Our NEOs did not hold any equity awards as of December 31, 2022 and therefore we have omitted this table.

Option Exercises and Stock Vested

The following table sets forth information concerning the exerciseOur NEOs did not hold any equity awards as of options and the vesting of stock held by the NEOs during the year ended December 31, 2021:2022 and therefore we have omitted this table.

Pension Benefits

In February 2009, the Company made significant changes to the Management Pension Plan. The Company froze pension benefits for plan participants who were not grandfathered participants (as previously described in Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table). Thereafter, the Company amended the Management Pension Plan to stop accruals based upon compensation paid after June 30, 2013 or services after the pay period ended June 29, 2013 for all participants, including grandfathered participants. Messrs. Fox, Simpson and Wilson are not grandfathered participants and no longer accrue additional benefits under such plan based on current compensation or service. Ms. Cornette is a grandfathered participant but no longer accrues additional benefits under such plan based on current compensation or service. In addition, any employee hired on or after January 1, 2009 was not eligible to participate in the Management Pension Plan. As a result, Mr. Duckworth and Mr. Kaiser areis not eligible to participate in the Management Pension Plan.

The following table sets forth information regarding pension benefits:

A participant’s account under the Management Pension Plan is also generally credited with assumed interest for each calendar year at a certain interest rate. Such interest rate for 20212022 was 4.0% per annum.

Potential Payments upon Termination of Employment or a Change in Control

The following table shows potential payments to the NEOs directly and indirectly on their behalf under existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios involving a CIC or termination of employment, assuming a December 31, 20212022 termination. For the Change in Control, the amounts reflect the actual amount received by the NEOs in connection with the Merger.