UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to § 240.14a-12

COMMSCOPE HOLDING COMPANY, INC.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 22, 2022

Dear CommScope Stockholders,

For CommScope – and many others – 2021 was a year of adapting to a world continuously impacted by the COVID-19 pandemic. While supply chain challenges, related component shortages and increased commodity and freight costs are not completely behind us, one theme has and will remain universal: connectivity has never been more essential.

CommScope is well positioned to benefit from the technological changes that are transforming the way people connect and communicate. We invested nearly $700 million in R&D in 2021 and we have registered more than 16,000 patents and patent applications globally, giving us a distinct technological edge with the world’s most advanced wired and wireless networks.

This year we have made significant progress in transforming our business through our comprehensive CommScope NEXT plan, which targets:

 

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A significant increase in run rate Adjusted EBITDA by the end of 2023;

 

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Rigorous execution of projects tied to unique initiatives across six workstreams;

 

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Continuously innovating new projects and initiatives to our current project pipeline;

 

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Transitioning to a Portfolio-based General Management model to drive ownership and accountability; and

 

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Investing in talent development to drive productivity and career progression.

Through CommScope NEXT, we’ll have the operational efficiencies and robust financial profile to fuel the growth we see ahead. And to incentivize delivery of our plan, we provided a special, one-time performance stock unit award aligned with our 3-year Core Adjusted EBITDA goals to certain of our key employees.

As a recognized sustainability leader, creating value for our employees and stakeholders is core to who we are. CommScope will always prioritize good governance, sustainable growth and ethical environmental stewardship to ensure our long-term success.

We have the right foundation in place to build a stronger organization for our employees, customers, and partners and to unlock greater value for stockholders. On behalf of the entire Board, I thank you for your investment in our company. We ask for your voting support on the items contained in this proxy.

 

COMMSCOPE HOLDING COMPANY, INC.

1100 CommScope Place, SE

Hickory, North Carolina 28602

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement and accompanying proxy (Proxy Statement) are being furnished to the stockholders of CommScope Holding Company, Inc., a Delaware corporation (Company or CommScope), in connection with the solicitation of proxies by the Board of Directors of the Company (Board or Board of Directors) for use at the Annual Meeting of Stockholders, and at any adjournment or postponement thereof (Annual Meeting), for the purposes set forth in this Notice of 2022 Annual Meeting of Stockholders.

Time and Date: 1:00 p.m., Eastern Time, on Friday, May 6, 2022.

Access to the Virtual Meeting: The meeting will be hosted at https://web.lumiagm.com/285972254. The meeting will begin promptly at 1:00 p.m., Eastern Time, and online access will open 15 minutes prior to allow time to log-in. The log-in password is: commscope2022. You will also need your voter control number, which, if you are a stockholder of record, you can find on your original proxy card or Notice of Internet Availability of Proxy Materials.

If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance in order to ask questions or vote your shares at the Annual Meeting. In order to register, you must first obtain proof of your proxy power (legal proxy) reflecting the number of shares of CommScope Holding Company, Inc. common stock you held as of the record date, along with your name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC (AST): (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy,” must include your legal proxy, and be received by AST no later than 5:00 p.m., Eastern Time, on May 2, 2022. You will receive a confirmation email from AST of your registration, which will include your voter control number.

Who Can Vote: Only holders of our common stock, par value $0.01 per share (common stock), and shares of Series A Convertible Preferred Stock, liquidation preference $1,000 per share (Series A Convertible Preferred Stock) at the close of business on March 8, 2022 will be entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting: Your Vote is Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or, if you request printed copies of the proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form will save the expenses and extra work of solicitation. If you request printed copies of the proxy materials by mail and you wish to vote by mail, we have enclosed an envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted by delivering to the Company a subsequently executed proxy or a written notice of revocation or by voting at the Annual Meeting by following the instructions above under “Access to the Virtual Meeting.”

Items of Business:

The holders of shares of Series A Convertible Preferred Stock will be asked:

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To elect two directors designated by The Carlyle Group (Carlyle) for terms ending at the 2023 Annual Meeting of Stockholders or until his or her successor is elected and qualified to serve.

The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, will be asked:

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To elect seven directors to the Board of Directors of CommScope;

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To approve, on a non-binding advisory basis, the compensation of our named executive officers (NEOs), as described in this Proxy Statement;

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To approve additional shares under our 2019 Long Term Incentive Plan;

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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022; and

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To transact any other business that may properly come before the Annual Meeting.

Proxy Statement and Annual Report: A Notice of Internet Availability of Proxy Materials (Notice) or this Proxy Statement are first being mailed on or about March 23, 2022. Our 2021 Annual Report to Stockholders accompanies but is not part of these proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS,

Sincerely,

 

Justin C. Choi

Secretary

March 22, 2022

TABLE OF CONTENTS

 

 

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 PROXY SUMMARY 

 

 

 

 

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CORPORATE GOVERNANCE MATTERS

PROPOSALS No. 1 & No. 2:

ELECTION OF DIRECTORS

Our Company is governed by a Board of Directors. Pursuant to our certificate of incorporation, the precise number of directors shall be fixed and may be altered from time to time, exclusively by a Board resolution adopted by the affirmative vote of a majority of the total number of directors then in office. The number of directors constituting our whole Board is currently fixed at twelve. Carlyle has the right to designate two directors pursuant to the Investment Agreement. Prior to 2021, our directors were divided into three classes with staggered three-year terms so that the term of one class expired at each annual meeting of stockholders. In 2021, our stockholders approved amendments to our Certificate of Incorporation to declassify our Board with a phased in approach so that at the 2021 Annual Meeting, our Class II directors were elected to one-year terms. At our upcoming 2022 Annual Meeting nine of our twelve directors are standing for re-election for one-year terms. The three remaining directors will serve until the 2023 Annual Meeting when all director nominees will be elected for a term of one year. The director nominees designated by Carlyle will be proposed for election by the holders of Series A Convertible Preferred Stock, voting as a separate class, and the seven director nominees with terms ending at the Annual Meeting will be proposed for election by the holders of common stock and Series A Convertible Preferred Stock, voting together as a single class, at the Annual Meeting on May 6, 2022.

It is intended that the persons named in the accompanying proxy will vote to elect the nominees listed below unless otherwise instructed. All directors elected will serve until the next annual meeting of stockholders in 2023 and until their successors are elected and qualified to serve or until an earlier death, resignation or retirement.

All of the nominees are presently serving as directors of the Company. The nominees have agreed to be named in this Proxy Statement, stand for re-election and serve if elected. If for any reason any nominee designated by Carlyle shall not be available for election as a director at the Annual Meeting, it is intended that shares represented by the accompanying proxy will be voted for the election of a substitute nominee designated by Carlyle. If for any reason any other nominee shall not be available for election as a director at the Annual Meeting, it is intended that shares represented by the accompanying proxy will be voted for the election of a substitute nominee designated by our Board, or the Board may determine to leave the vacancy temporarily unfilled or may, by resolution, reduce the size of the Board.

The professional experience and skills and qualifications highlighted in the nominee and continuing directors’ biographies and skills and qualifications matrix below summarize the experience, qualifications, areas of expertise or skills that the Board of Directors used to determine that the person should serve as a director.

 

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PROPOSAL No. 1: Two Nominees for Election as Directors to Be Elected by Holders of Series A Convertible Preferred Stock

 

Mindy Mackenzie   Age: 51   Director Since: 2022   Committees: -  None		Professional Experience •  Managing Director & Chief Performance Officer, The Carlyle Group LP (2017-present) •  Founder & Principal, MM Enterprises (2014-present) •  Senior Advisor, McKinsey & Company (2015-2017) •  Senior Vice President, Chief Performance Officer, Beam, Inc. (2013-2014) •  Senior Vice President, Chief Human Resources & Communications Officer, Beam, Inc. (2010-2013)   Other Current Public Company Directorships •  None   Other Directorships •  Beautycounter (2022-present) •  Fifth Third Bank, Chicago Affiliate (2013-2019)
Patrick R. McCarter   Age: 47   Director Since: 2020   Committees: -  Compensation -  Nominating and Corporate Governance		Professional Experience •  Partner and Head of Global Technology, Media and Telecommunications Sector at The Carlyle Group LP (2017-present) •  Various other positions, including Partner, Managing Director, Principal and VP, at The Carlyle Group LP (2001-2016) •  Member of Northwestern’s McCormick School of Engineering Advisory Council (2018-present) •  Investment Banking Analyst in the Financial Institutions group of Morgan Stanley (1998-2001) •  Past director for OpenLink, Open Solutions, CPU Technology, HireVue, Inc. and Dealogic   Other Current Public Company Directorships •  ZoomInfo Technologies Inc. (NASDAQ: ZI) (2018-present)   Other Directorships •  Jagex Limited (2022-present) •  Hexaware Technologies (2021-present) •  Yipitdata (2021-present) •  Ampere Computing LLC (2017-present) •  Veritas Technologies LLC (2016-present)

 

 

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PROPOSAL No. 2: Seven Nominees for Election as Directors, Each to Be Elected by Holders of Common Stock and Series A Convertible Preferred Stock, Voting Together as a Single Class

 

Mary S. Chan   Age: 59   Director Since: 2020   Committees: -  Compensation (Chair)		Professional Experience •  Managing Partner at VectoIQ, LLC (2016-present) •  President and COO at VectoIQ Acquisition Corp. II (2020-present) •  President of Global Connected Consumer & OnStar Service at General Motors (2012-2015)   Other Current Public Company Directorships •  Magna International Inc. (NYSE: MGA) (2017-present) •  SBA Communications (NASDAQ: SBAC) (2015-present) (Compensation Committee)   Other Directorships •  Service King (2017-present) •  Dialog Semiconductor Plc (OTCMKTS: DLGNF) (2016-2021) (Chair of Compensation Committee) •  Microelectronics Technologies, Inc. (TPE: 2314) (2012-2020) •  WiTricity (2016-2020)
Stephen (Steve) C. Gray   Age: 63   Director Since: 2011   Committees: -  Compensation		Professional Experience •  Founder and Chair of Gray Venture Partners, LLC, a private investment Company (2009-present) •  Senior Advisor to The Carlyle Group LP (2018-present) and (2007-2015) •  President and CEO of Syniverse Holdings, Inc. (2014-2018) •  President of McLeodUSA Incorporated (1992-2004) •  VP of Business Services at MCI Inc. (1990-1992) •  SVP of National Accounts and Carrier Services for TelecomUSA (1988-1990) •  Various sales management positions with WilTel Network Services and the Clayton W. Williams Companies, including ClayDesta Communications Inc. (1986-1988)   Other Current Public Company Directorships •  None   Other Directorships •  Wyyerd Group, LLC (2021-present) (Chair) •  INAP Holdings, LLC (2020-present) (Chair – Compensation Committee) •  ImOn Communications, LLC (Vice-Chair) (2007-present) •  Involta, (2010-present) •  HH Ventures, LLC (d/b/a ReadyMobile LLC) (Chair) (2009-2020) •  SecurityCoverage, Inc. (Chair) (2005-2019) •  Syniverse Holdings, Inc. (2011-2019) •  Insight Communications, Inc. (2005-2012)

 

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L. William (Bill) Krause   Age: 79   Director Since: 2011   Committees: -  Compensation -  Nominating and Corporate Governance		Professional Experience •  President of LWK Ventures, a private advisory and investment firm (1991-present) •  Senior Advisor to The Carlyle Group LP (2010-present) •  Board Partner at Andreesen Horowitz (2014-present) •  CEO (1981-1990) and Chair (1987-1993) of 3Com Corporation, a global data networking Company   Other Current Public Company Directorships •  None   Other Directorships •  Veritas Holding, Ltd (2016-present) •  Coherent, Inc., (NASDAQ: COHR) (2009-2019) •  Brocade Communication Systems, Inc. (NASDAQ: BRCD) (now Broadcom Inc.) (2004-2017) •  Core-Mark Holding Company, Inc. (NASDAQ: CORE) (2005-2014) •  3Com Corporation (1981-1993) (Chair)

 

Derrick A. Roman   Age: 58   Director Since: 2021   Committees: -  Audit		Professional Experience •  Audit, consulting and senior client relationship partner at PricewaterhouseCoopers LLP (1997-2020) •  Diversity and inclusion and corporate responsibility leader at PricewaterhouseCoopers LLP •  Certified Public Accountant •  Named one of Savoy Magazine’s “2021 Most Influential Black Corporate Directors”   Other Current Public Company Directorships •  WEX, Inc. (NYSE: WEX) (Audit and Finance Committees) (2021-Present)   Other Directorships •  National Constitution Center Board of Trustees (2000-Present)

 

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Charles L. Treadway   Age: 56   Director Since: 2020   Committees: -  None		Professional Experience •  President and CEO of CommScope (2020-present) •  Operating Executive with The Carlyle Group LP (July 2020-September 2020) •  CEO of Accudyne Industries (2016-2020) •  CEO of Thomas & Betts Corporation, a global business unit of ABB Group (2012-2016) •  President and COO, Thomas & Betts Corporation (2011-2012) •  President of Electrical Division, Thomas & Betts Corporation (2009-2011)   Other Current Public Company Directorships •  None   Other Directorships •  None

 

Claudius (Bud) E. Watts IV   Age: 60   Director Since: 2011   Chairman of the Board Since: 2020   Committees: -  None		Professional Experience •  Private investor and Founding Partner of Meeting Street Capital, LLC (2018-present) •  Senior Advisor to The Carlyle Group LP (2018-present) •  Partner with The Carlyle Group LP (2000-2017) •  Founded and led The Carlyle Group LP’s Technology Buyout business (2004-2014) •  Managing Director in the M&A group of First Union Securities, Inc. (1998-2000) •  Principal at Bowles Hollowell Conner & Co. (1994-1998) •  Fighter Pilot, United States Air Force (1984-1992)   Other Current Public Company Directorships •  None   Other Directorships •  Carolina Financial Corporation – Chair (NASDAQ: CARO) (2015-2020) •  Former director on boards of numerous other public and private companies, including service as Chair and Lead Independent Director

 

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Timothy T. Yates   Age: 74   Director Since: 2013   Lead Independent Director Since: 2020   Committees: - Audit (Chair)		Professional Experience •  Various senior leadership roles including EVP, CFO and CEO at Monster Worldwide, Inc. (2007–2016) •  Led integration of Symbol into Motorola, Inc.’s Enterprise Mobility business (2007) •  Various positions including independent consultant and SVP, CFO at Symbol Technologies, Inc. (2005–2007) •  Partner and CFO of Saguenay Capital, a boutique investment firm (2002–2005) •  Co-Founder and Partner at Cove Harbor Partners, a private investment and consulting firm, which he founded (1996–2002) •  Various senior leadership roles at Bankers Trust New York Corporation, including serving as Chief Financial and Administrative Officer (1971–1995)   Other Current Public Company Directorships •  None   Other Directorships •  Monster Worldwide, Inc. (NASDAQ: MWW) (2007-2016) •  Symbol Technologies, Inc. (2006-2007)

 

 

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Directors Continuing in Office

Continuing Directors with Terms Expiring at the 2023 Annual Meeting of Stockholders

 

Frank M. Drendel   Age: 77   Director Since: 2011   Chairman Emeritus: 2020   Committees: - None		Professional Experience •  Chairman of the Board of CommScope (2011–2020) •  Founder, CEO and Chairman of the Board of CommScope (1976–2011) •  Cable Television Hall of Fame Inductee (2002)   Other Current Public Company Directorships •  None   Other Directorships •  National Cable & Telecommunications Association (1982-present) •  Tyco International, Ltd. (NYSE: TYC) (acquired by Johnson Controls International) (2012-2016) •  Sprint Nextel Corporation (2005-2008) •  Nextel Communications (1997-2005) •  General Instrument Corporation (1987-2000)

 

Joanne M. Maguire   Age: 68   Director Since: 2016   Committees: -  Nominating and Corporate Governance (Chair)		Professional Experience •  EVP of Lockheed Martin Corporation, a provider of advanced-technology systems for national security, civil and commercial customers (2006-2013) •  Various leadership positions at Lockheed Martin (2003-2006) •  Progressively responsible positions at TRW’s Space & Electronics sector (now part of Northrop Grumman) from engineering analyst to VP and Deputy to the sector’s CEO, serving in leadership roles over programs as well as engineering, advanced technology, manufacturing and business development   Other Current Public Company Directorships •  Visteon Corporation (NASDAQ: VC) (2015-present) •  Tetra Tech, Inc. (NASDAQ: TTEK) (2016-present)   Other Directorships •  Charles Stark Draper Laboratory (2013-present) •  Freescale Semiconductor, Ltd. (2013-2015)

 

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Thomas J. Manning   Age: 66   Director Since: 2014   Committees: -  Audit		Professional Experience •  Executive Chair of Cresco Labs, Inc. (2020-present) •  Chair of Cresco Labs, Inc. (2016-2020) •  Executive-in-Residence at the Booth School of Business (2018-present) •  Senior Fellow in the Advanced Leadership Initiative at Harvard University (2019-2021) •  Lecturer in Law at the University of Chicago Law School teaching courses on corporate governance, private equity and United States-China relations, and innovative solutions (2012-2018) •  CEO of Dun & Bradstreet (Aug 2018-Feb 2019) •  Chair & Interim CEO of Dun & Bradstreet (Feb 2018-Aug 2018) •  CEO of Cerberus Asia Operations & Advisory Limited, a subsidiary of Cerberus Capital Management, a global private equity firm (2010-2012) •  CEO of Indachin Limited, an incubator which developed early-stage information-based companies in China and India (2005-2009) •  Senior partner with Bain & Company and head of Bain’s information technology strategy practice in the Silicon Valley and Asia (2003-2005) •  Global Managing Director of the Strategy & Technology Business of Capgemini and CEO of Capgemini Asia Pacific and CEO of Ernst & Young Consulting Asia Pacific, led the development of consulting and IT service and outsourcing businesses across Asia (1996-2003) •  Various positions in McKinsey & Company, Buddy Systems, Inc., a telemedicine company he founded, and CSC Index in early career   Other Current Public Company Directorships •  Chindata Group Holdings Limited (NASDAQ: CD) (2020-present) (Chair of the Audit Committee) •  Cresco Labs, Inc. (Chair – 2016-2020, Executive Chair of the Board – 2020-present)   Other Directorships •  Clear Media Limited (Chair of the Remuneration Committee) (2016-2020) •  Dun & Bradstreet (NYSE: DNB) (2013-2019) (Lead Director and Chair of the Nominating and Corporate Governance Committee) •  iSoftStone Holdings Limited (2010-2014) •  AsiaInfo-Linkage, Inc. (2006-2014) •  GOME Electrical Appliances Company (2007-2012) •  Bank of Communications Co., Ltd. (2004-2010) •  China Board of Directors Ltd. (2005-2009) (Chair) •  Bain & Company’s China Board (2003-2005)

 

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Director Skills and Qualifications

 

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POLICIES ON CORPORATE GOVERNANCE

Our Board believes that good corporate governance is important to ensure our business is managed for the long-term benefit of our stockholders. We have adopted a Code of Conduct that applies to all our directors, executive officers and senior financial and accounting officers, as well as a Code of Ethics and Business Conduct that applies to all of our employees. We have also adopted Corporate Governance Guidelines. Current versions of the Code of Conduct, the Code of Ethics and Business Conduct and the Corporate Governance Guidelines are available on our website at www.commscope.com and will also be provided upon request to any person without charge. Requests should be made in writing to our Corporate Secretary at CommScope Holding Company, Inc., 1100 CommScope Place, SE, Hickory, North Carolina 28602, or by phone at (828) 324-2200. In the event of any amendment or waiver of our Code of Conduct or Code of Ethics and Business Conduct applicable to our directors or executive officers, such amendment or waiver will be posted on our website.

BOARD LEADERSHIP STRUCTURE

The Company currently has separate individuals serving in the positions of Chairman of the Board and Chief Executive Officer. The Board of Directors does not have a set policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer, as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board regularly evaluates whether the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee of the Company. The Board believes these issues should be considered as part of the Board’s broader oversight and succession planning process. The Board believes that Mr. Watts is appropriate to serve as employee Chairman as he has a long history of service to the Company, most recently as the Board’s Independent Lead Director.

Mr. Yates was appointed as Lead Independent Director in 2020 upon Mr. Watts’ appointment as Chairman of the Board. Among other things, our Lead Independent Director presides at all meetings of

 

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the independent directors and any Board meeting when the Chairman is not present, advises the Chairman as to the Board’s agenda and information to be provided to the Board, and serves as the principal liaison and facilitator between the independent directors and the Chairman and Chief Executive Officer. In addition, our Lead Independent Director has the authority to convene special meetings of the independent directors, responds to stockholder questions directed to the independent directors and is available to major stockholders for consultation and direct communication.

THE BOARD’S ROLE IN MANAGEMENT’S SUCCESSION PLANNING

As reflected in our Corporate Governance Guidelines, the Board’s primary responsibilities include planning for Chief Executive Officer succession and monitoring and advising on management’s succession planning for other executive officers. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board is actively engaged in these endeavors and has a contingency plan in place for emergencies such as the departure, death or disability of the Chief Executive Officer or other executive officers.

The Chief Executive Officer and Chief Human Resources Officer report to the Board at least twice a year on succession planning and management development.

THE BOARD’S ROLE IN RISK OVERSIGHT

While risk management is primarily the responsibility of our management, the Board provides overall risk oversight focusing on the most significant risks facing the Company. The Board oversees the risk management processes that have been designed and are implemented by our executives to determine whether those processes are functioning as intended and are consistent with our business and strategy. The Board executes its oversight responsibility for risk management directly and through its committees. The Board’s role in risk oversight has not affected its leadership structure.

The Audit Committee is specifically tasked with reviewing with management, the independent auditors and our legal counsel, as appropriate, our compliance with legal and regulatory requirements and any related compliance policies and programs. The Audit Committee is also tasked with reviewing our financial and risk management policies and oversight of our enterprise risk management program, which is our comprehensive assessment of key risks related to finance, operations and management information systems, including those related to cybersecurity. Members of our management who have responsibility for designing and implementing our risk management processes regularly meet with the Audit Committee. Additionally, the Nominating and Corporate Governance Committee is tasked with overseeing our environmental and corporate responsibility efforts and any related risks. The Board’s other committees oversee risks associated with their respective areas of responsibility.

The full Board considers specific risk topics, including risk-related issues pertaining to laws and regulations enforced by the United States and foreign government regulators and risks associated with our business plan and capital structure. In addition, the Board receives reports from members of our management that include discussions of the risks and exposures involved with their respective areas of responsibility, and the Board is routinely informed of developments that could affect our risk profile or other aspects of our business.

DIRECTOR INDEPENDENCE

Nasdaq listing standards and our Corporate Governance Guidelines, which are available on our website as described above, require that the Board be comprised of a majority of directors who qualify as independent directors under applicable Nasdaq rules. The Board has determined that each of our

 

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non-employee directors, Mary S. Chan, Stephen C. Gray, L. William Krause, Mindy Mackenzie, Joanne M. Maguire, Thomas J. Manning, Patrick R. McCarter, Derrick A. Roman, and Timothy T. Yates, is independent under applicable Nasdaq rules. The Board has determined that Charles L. Treadway, Claudius E. Watts IV and Frank M. Drendel are not independent.

NOMINATIONS FOR DIRECTORS

The Nominating and Corporate Governance Committee will consider director nominees recommended by stockholders. A stockholder who wishes to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should send such recommendation to our Corporate Secretary at CommScope Holding Company, Inc., 1100 CommScope Place, SE, Hickory, North Carolina 28602, who will then forward it to the committee. Any such recommendation should include a description of the candidate’s qualifications for board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a candidate for election, rather than recommend the individual to the Nominating and Corporate Governance Committee as a nominee, must comply with the advance notice requirements set forth in our Bylaws. See “Stockholder Proposals for the Company’s 2023 Annual Meeting” in this Proxy Statement for more information on these procedures.

The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors. With respect to the directors to be elected by the holders of shares of Series A Convertible Preferred Stock, such nominees are required to have been designated by Carlyle pursuant to the Investment Agreement.

DIRECTOR QUALIFICATIONS

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board of Directors those candidates to be nominated for election. In reviewing such candidates, our Corporate Governance Guidelines, which are available on our website as described above, set forth criteria that the Nominating and Corporate Governance Committee must consider when evaluating a director candidate for membership on the Board of Directors. These criteria are as follows:

 

•

Integrity: reputation for integrity, honesty and adherence to high ethical standards;

 

•

Sound business judgment: demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and a willingness to contribute positively to the decision-making process;

 

•

Ability and willingness to commit sufficient time to the Board: commitment to understand us and our industry and to regularly attend and participate in meetings of the Board of Directors and its committees; and

 

•

Ethics and independence: ability to understand the sometimes-conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the overall best interests of all stakeholders.

The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee.

 

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Our Corporate Governance Guidelines also require the Nominating and Corporate Governance Committee to consider the mix of backgrounds and qualifications of the directors in order to assure that the Board of Directors has the necessary experience, knowledge and abilities to perform its responsibilities effectively and to consider the value of diversity on the Board of Directors, including diversity of experience, thoughts, gender, race, ethnicity, age and background. While diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen or excluded solely or largely because of race, religion, national origin, gender, sexual orientation or disability.

 

Board Diversity Matrix (As of March 8, 2022)
Total Number of Directors											12
		Female				Male								Non-Binary				Did Not Disclose   Gender
Part I: Gender Identity
Directors			3				9								—				—
Part II: Demographic Background
African American or Black			—				1								—				—
Alaskan Native or Native American			—				—								—				—
Asian			1				—								—				—
Hispanic or Latinx			—				—								—				—
Native Hawaiian or Pacific Islander			—				—								—				—
White			2				8								—				—
Two or More Races or Ethnicities			—				—								—				—
LGBTQ+											1
Did Not Disclose Demographic Background											—

BOARD COMPOSITION

Our Board of Directors currently consists of twelve members. Claudius E. Watts IV was appointed Chairman of the Board of Directors in October 2020 and Timothy T. Yates has served as the Lead Independent Director since 2020.

As of April 4, 2019, per the Investment Agreement between Carlyle and CommScope, Carlyle has the right to designate two directors to our Board to serve a one-year term. Ms. Mackenzie and Mr. McCarter are nominees designated by Carlyle and recommended by the Board for election in 2022 with terms expiring at the 2023 Annual Meeting. The directors designated by Carlyle will be voted on by the holders of Series A Convertible Preferred Stock as a single class at each annual meeting until certain beneficial ownership conditions are no longer met as detailed in the Investment Agreement.

Prior to 2021, the remainder of our Board was divided into three classes with staggered three-year terms so that the term of one class expired at each annual meeting of stockholders. In 2021, our stockholders approved amendments to our Certificate of Incorporation to declassify our Board with a phased in approach so that at the 2021 Annual Meeting, our Class II directors were elected to one-year terms. At our 2022 Annual Meeting both our Class II and Class III director nominees are standing for election for one-year terms. Our Class I directors will serve until the 2023 Annual Meeting when the Board will no longer be divided into classes and all director nominees will be elected for one-year terms.

The number of members on our Board of Directors may be modified from time to time exclusively by resolution of our Board of Directors. The Company’s Corporate Governance Guidelines provide that any director that is appointed to fill a vacancy on the Board between annual meetings stand for election at the next succeeding annual meeting of stockholders, regardless of class into which such director was appointed.

 

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When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable the Board of Directors to satisfy their oversight responsibilities effectively in light of our business and structure, the Board of Directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the director’s individual biographies set forth above. See Proposals No. 1 and No. 2: Election of Directors. We believe that our directors provide an appropriate diversity of experience and skills relevant to the size and nature of our business.

BOARD AND COMMITTEE EVALUATIONS

Each year, our Board and committees conduct self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board; to assess their effectiveness and adherence to our Corporate Governance Guidelines and committee charters; and to identify opportunities to improve Board and committee performance.

STOCKHOLDER COMMUNICATIONS WITH BOARD OF DIRECTORS

Stockholders may send written communications to the Board of Directors, or any of the individual directors, c/o our Corporate Secretary at CommScope Holding Company, Inc., 1100 CommScope Place, SE, Hickory, North Carolina 28602. All communications will be compiled by the Corporate Secretary of the Company and submitted to the Board of Directors or the individual directors, as applicable, on a periodic basis.

BOARD MEETINGS, ATTENDANCE AND EXECUTIVE SESSIONS

The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. Members of senior management regularly attend meetings of the Board and its committees to report on and discuss their areas of responsibility. Directors are expected to attend Board meetings and meetings of committees on which they serve. In addition, all directors are invited, but not required, to attend our annual stockholder meeting. In 2021, all the directors attended our virtual annual stockholder meeting. Directors are expected to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. In 2021, the Board held eleven meetings and committees of the Board held a total of fourteen meetings. All directors attended 90% or more of the meetings of the Board and committees on which they served.

In general, the Board reserves time following each regularly scheduled meeting to allow the independent directors to meet in executive session.

BOARD COMMITTEES

Our Board of Directors oversees the management of our business and affairs as provided by Delaware law and conducts its business through meetings of the Board of Directors and three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition, from time to time, other committees may be established under the direction of the Board of Directors when necessary or advisable to address specific issues.

Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a charter that was approved by our Board of Directors. Each of these charters is available on our investor relations website at http://ir.commscope.com.

 

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Committee		Primary Responsibilities
Audit(1)    Members: Messrs. Yates (Chair),  Manning and Roman    Number of Meetings in 2021: 6		• Assists the Board of Directors in its oversight of (i) our accounting and financial reporting processes and other internal control processes,  (ii) the audits and integrity of our financial statements, and (iii) our compliance with legal and regulatory requirements. • Approves the independent registered public accounting firm’s appointment, compensation and retention and provides oversight of their work as  well as annually assesses their qualifications and independence. • Considers and reviews the adequacy and effectiveness of our internal controls over financial reporting and any related significant findings of  our independent auditor and internal audit. • Reviews our Code of Ethics and recommends changes as well as reviews and assesses any violations. • Reviews and approves any proposed related person transactions. • Reviews our financial and risk management policies, including approval of decisions to enter swaps or other derivatives. • Reviews our enterprise risk management program which is a comprehensive assessment of key risks including those related to cybersecurity.
Compensation(2)    Members: Ms. Chan (Chair),  Messrs. Gray, Krause and  McCarter    Number of Meetings in 2021: 6		•  Reviews and approves the compensation philosophy for our Chief Executive Officer. • Reviews and approves all forms of compensation and benefits provided to our other executive officers. • Reviews and oversees the administration of our equity incentive plans. • May engage independent compensation advisors to provide advice regarding our executive compensation program and director compensation. • Reviews and approves management development and succession plans for the Chief Executive Officer.
Nominating and Corporate  Governance(3)    Members: Ms. Maguire (Chair)  and Messrs. Krause and  McCarter    Number of Meetings in 2021: 2		•  Identifies, screens and recommends candidates to the Board of Directors for election to our Board of Directors. • Reviews the composition of the Board of Directors and its committees. • Reviews and determines appropriate Board leadership structure. • Develops and recommends appropriate Corporate Governance Guidelines. • Oversees overall compliance with and execution of the Company’s Corporate Governance Guidelines. • Oversight of ESG policies and practices.

 

(1)

The Board of Directors has determined that each of member of the Audit Committee is an “audit committee financial expert” as such term is defined under the applicable regulations of the Commission and has the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of Nasdaq. The Board of Directors has also determined that each member of the Audit Committee is independent under Rule 10A-3 under the Exchange Act and the enhanced independence standards for audit committee members as defined in the rules of Nasdaq and the Commission. All members of the Audit Committee can read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate.

(2)

The Compensation Committee’s processes for fulfilling its responsibilities and duties with respect to executive compensation and the role of executive officers and management in the compensation process are each described under the heading “Determination of Compensation Awards” in this Proxy Statement. The Board of Directors has determined that each member of the Compensation Committee satisfies the enhanced independence standards for compensation committee members as defined in the rules of Nasdaq and the Commission. Ms. Chan was appointed to Chair effective October 1, 2021, replacing Mr. Gray.

(3)	The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent as defined in the Nasdaq rules.

 

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DIRECTOR COMPENSATION

Our Compensation Committee has the primary authority to determine and approve the compensation of our non-employee directors. When considering and approving changes to the level and composition of the directors’ compensation, the Compensation Committee considers input from its independent compensation consultant and market data from peer companies.

Directors who are employees of the Company or its affiliates (including Carlyle) receive no additional compensation for their service on our Board of Directors or its committees. Non-employee directors are each paid a basic cash retainer per year for service on our Board of Directors, payable quarterly, plus an additional amount for serving as a chair or member of a committee. The Lead Independent Director receives an additional cash retainer annually. We also reimburse non-employee directors for reasonable out-of-pocket expenses in the performance of their duties as directors. Non-employee directors receive equity-based awards in the form of RSUs at the time of their election to our Board of Directors. In addition, our non-employee directors receive an annual grant of RSUs on the date of the annual stockholders’ meeting. The RSUs vest on the date of the next annual meeting or, if earlier, the first anniversary of the grant date. If a director joins the Board or changes roles between stockholders’ meetings, the director fees and stock retainer are prorated.

In 2021, the Compensation Committee decided to maintain the non-employee director compensation program for 2021 with no changes from the compensation levels that had been approved in February 2019.

The following tables summarize our non-employee director compensation for 2021:

 

Annual Non-Employee Director Compensation
Basic Cash Retainer		$	90,000
Supplemental Cash Retainers:
Lead Independent Director		$	30,000
Audit Committee Chair(1)		$	30,000
Audit Committee Member		$	15,000
Compensation Committee Chair(1)		$	20,000
Compensation Committee Member		$	10,000
Nominating and Corporate Governance Committee Chair(1)		$	15,000
Nominating and Corporate Governance Committee Member		$	10,000
Annual Stock Retainer(2)		$	180,000

 

(1)	Amount includes both the supplemental cash retainer for serving as the committee chair and the supplemental cash retainer for serving as a member of such Committee.

(2)	The number of RSUs granted as the annual stock retainer is determined based upon the closing price of our common stock on the grant date.

Employment Agreement with Mr. Watts

Mr. Watts is the Chairman of the Board and an employee of the Company and we are party to an employment agreement with him. His agreement is on a one-year term, automatically renewing for an additional one-year period each year following the initial term, unless either party gives 60 days written notice of non-renewal. Mr. Watts receives a salary equal to $600,000 and is eligible to participate in the Company’s employee benefit programs, but he will not receive annual incentive awards under the AIP.

 

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In connection with his employment, in 2020, Mr. Watts received 100,000 RSUs that vest subject to Mr. Watts’ continued service annually over three years beginning on the first anniversary of the grant date. In addition, in 2020, Mr. Watts received 220,000 PSUs that may be earned upon the achievement of certain hurdles relating to our stock price (ranging from a low of $15 to a high of $40) and his continued service over a four-year period. The $15 and $20 average stock price hurdles were met in 2021 for Mr. Watts’ PSUs. Mr. Watts was not granted any stock awards in 2021.

Pursuant to Mr. Watts’ employment agreement, in the event Mr. Watts’ employment is terminated by the Company for any reason other than for cause or disability or by Mr. Watts for good reason, in each case regardless of whether a change in control has occurred, Mr. Watts will be entitled to receive his accrued compensation and each of the following:

 

•

severance pay equal to twelve months’ base salary, payable in equal monthly installments over twelve months, or two years’ base salary if such termination occurs within twenty-four months following a change in control, payable in a lump sum; and

 

•

a cash payment equal to the cost we would have incurred had he continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents for twelve months, payable in periodic installments in accordance with our payroll practice.

For purposes of Mr. Watts’ agreement, “good reason” includes a material reduction in base salary, a change in his title or position as Chairman, any requirement to permanently relocate to the Company’s headquarters, or a material breach of the agreement.

If Mr. Watts’ employment is terminated by the Company for cause or disability, by reason of his death or by the executive other than for good reason, we will pay to the executive his accrued compensation.

Special Engagement for Mr. Gray

Following the announcement of our plan to spin-off the Home Networks business, the Board asked Mr. Gray to provide additional services relating to governance matters for the Home Networks business in order to prepare for its potential spin-off as a new stand-alone publicly traded company. During this special engagement, Mr. Gray received a special cash retainer of $6,500 per month.

 

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DIRECTOR COMPENSATION TABLE FOR 2021

 

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Claudius E. Watts IV		—		—		617,850		617,850
Mary S. Chan		100,861		179,995		—		280,856
Frank M. Drendel		90,000		179,995		—		269,995
Stephen C. Gray(3)		133,500		179,995		—		313,495
L. William Krause		110,000		179,995		—		289,995
Joanne M. Maguire		105,000		179,995		—		284,995
Thomas J. Manning		105,000		179,995		—		284,995
Patrick R. McCarter(4)		—		—		—		—
Derrick A. Roman		87,792		209,989		—		297,781
Timothy T. Yates		150,000		179,995		—		329,995

 

(1)

We granted each non-employee director 9,793 RSUs in 2021 which will vest May 7, 2022. We granted Mr. Roman 1,972 RSUs in March 2021 upon appointment to the Board. These units vested on March 1, 2022. Amounts represent the grant date fair value of these RSUs, which was computed in accordance with FASB ASC Topic 718. Mr. Watts held 66,667 RSUs and 198,000 EPRG PSUs as of December 31, 2021. No other directors held EPRG PSUs. Mr. Drendel held 169,127 vested and exercisable stock options at December 31, 2021 which were granted during his employment. No other directors held stock options.

 

(2)	Amounts paid in 2021 are related to Mr. Watts’ 2021 employment agreement, including $600,000 in salary, a $17,400 company contribution to the 401(k) plan, and a $450 life insurance premium.

 

(3)	Mr. Gray received an additional retainer of $6,500 per month beginning September 2021 for his work related to the potential Home Networks spin-off.

 

(4)	Mr. McCarter is employed by Carlyle and did not receive director compensation from the Company.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON

TRANSACTIONS

Our Board has adopted a written statement of policy for the evaluation of and the approval, disapproval and monitoring of transactions involving us and “related persons.” For the purposes of the policy, “related persons” will include our executive officers, directors and director nominees or their immediate family members, or stockholders owning five percent or more of our outstanding common stock and their immediate family members.

The policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, the amount involved exceeds $120,000, and a related person had or will have a direct or indirect material interest. Pursuant to this policy, our management will present to our Audit Committee each proposed related person transaction, including all relevant facts and circumstances relating thereto. Our Audit Committee will then:

 

•

review the relevant facts and circumstances of each related person transaction, including the financial terms of such transaction, the benefits to us, the availability of other sources for comparable products or services, if the transaction is on terms no less favorable to us than those that could be obtained in arm’s-length dealings with an unrelated third party or employees generally and the extent of the related person’s interest in the transaction; and

 

•

consider the impact on the independence of any independent director and the actual or apparent conflicts of interest.

Any related person transaction may only be consummated if our Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Certain types of transactions have been pre-approved by our Audit Committee under the policy. These pre-approved transactions include:

 

•

certain employment and compensation arrangements;

 

•

transactions where the related person’s interest is only as an employee (other than an executive officer), director or owner of less than ten percent (10%) of the equity in another entity;

 

•

transactions where the related person is an executive officer of another company and the aggregate amount involved does not exceed the greater of $200,000 or five percent (5%) of the total annual revenues of the other company;

 

•

charitable contributions to an organization, foundation or university at which the related person’s only relationship is as an employee, trustee or director, if the contribution is made pursuant to the Company’s policies and approved by someone other than the related person;

 

•

transactions where the interest of the related person arises solely from the ownership of a class of equity securities in our Company where all holders of such class of equity securities will receive the same benefit on a pro rata basis;

 

•

transactions determined by competitive bids;

 

•

certain regulated transactions involving the rendering of services at rates or charges fixed by law or governmental authority; and

 

•

certain transactions involving banking-related services such as services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

 

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No director may participate in the approval of a related person transaction for which he or she, or his or her immediate family members, is a related person.

INVESTMENT AGREEMENT

On April 4, 2019, the Company issued 1,000,000 shares of Series A Convertible Preferred Stock to Carlyle for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to the Investment Agreement between the Company and Carlyle, dated November 8, 2018.

The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s common stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, payable quarterly in arrears. Dividends can be paid in cash, in kind with Series A Convertible Preferred Stock or any combination of the two options at the Company’s sole discretion. During 2021, we paid Carlyle cash dividends of $43.0 million and dividends in-kind of $14.3 million for the Series A Convertible Preferred Stock.

The Series A Convertible Preferred Stock is convertible at the option of the holders at any time into shares of CommScope common stock at a conversion rate of 36.36 shares of common stock per share of Series A Convertible Preferred Stock (equivalent to $27.50 per common share). The conversion rate is subject to customary anti-dilution and other adjustments. At any time after the third anniversary of the issuance of the Series A Convertible Preferred Stock, if the volume weighted average price of CommScope’s common stock exceeds the mandatory conversion price of $49.50 for at least thirty trading days in any period of forty-five consecutive trading days (including the final five consecutive trading days of such forty-five day trading period), the Company has the option to convert all of the outstanding shares of Series A Convertible Preferred Stock into CommScope common stock. During the three months following the eight and one-half year anniversary of the Investment Agreement closing date and the three months following each anniversary thereafter, holders of the Series A Convertible Preferred Stock will have the right to require CommScope to redeem all or any portion of the Series A Convertible Preferred Stock at 100% liquidation preference plus all accrued and unpaid dividends. The redemption price is payable, at the Company’s option, in cash or a combination of cash and common stock subject to certain restrictions. Upon the occurrence of a change of control, the Company will have the right, subject to the rights of the holders of outstanding shares of Series A Convertible Preferred Stock to convert prior to such redemption, to redeem all of the Series A Convertible Preferred Stock for the greater of (i) an amount in cash equal to the sum of the liquidation preference of the Series A Convertible Preferred Stock, all accrued but unpaid dividends and, if the applicable redemption date is prior to the fifth anniversary of the first dividend payment date, the present value, discounted at a rate of 10%, of any remaining scheduled dividends through the five year anniversary of the first dividend payment date, assuming CommScope chose to pay such dividends in cash and (ii) the consideration the holders would have received if they had converted their shares of Series A Convertible Preferred Stock into common stock immediately prior to the change of control event.

Holders of Series A Convertible Preferred Stock are entitled to vote with the holders of common stock on an as-converted basis, voting together as a single class. Holders of Series A Convertible Preferred Stock are entitled to a separate class vote with respect to amendments to the Company’s organizational documents that have an adverse effect on the Series A Convertible Preferred Stock and the creation or classification of, or issuances by, the Company of securities that are senior to, or equal in priority with, the Series A Convertible Preferred Stock. So long as Carlyle or its affiliates beneficially

 

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own shares of Series A Convertible Preferred Stock and/or shares of common stock issued upon conversion of Series A Convertible Preferred Stock (Conversion Common Stock) that represent, in the aggregate and on an as-converted basis, at least 50% of Carlyle’s initial shares of Series A Convertible Preferred Stock on an as-converted basis, Carlyle has the right to designate two directors to be nominated by the Board for election to the Board. Until Carlyle no longer has the right to designate directors for election to the Board, it and its affiliates have committed to vote all of their shares of Series A Convertible Preferred Stock and/or common stock (i) in favor of director nominees recommended by the Board, (ii) against stockholder director nominees not approved and recommended by the Board, (iii) in favor of the Company’s say-on-pay proposal and other equity compensation proposals that have been approved by the compensation committee and (iv) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm. With regard to all other matters submitted to the vote of stockholders, Carlyle and its affiliates are under no obligation to vote in the same manner as recommended by the Board or otherwise.

JPMORGAN AGREEMENTS

During part of the year in 2021, JPMorgan Chase & Co. (JPMorgan) reported beneficial ownership of more than 5.0% of our outstanding shares of common stock. JPMorgan Chase Bank, N.A., a subsidiary of JPMorgan, acted as an arranger, administrative agent, collateral agent and lender on our debt agreements for our senior secured term loan due 2026 (the 2026 Term Loan) and our senior secured asset-based revolving credit facility (the Revolving Credit Facility), each dated as of April 4, 2019, which we entered into in connection with the acquisition of ARRIS. We paid administrative and agency fees in the amount of $2.1 million to JPMorgan Chase Bank, N.A. through November 8, 2021, at which time JPMorgan indicated that they no longer held 5.0% of our outstanding shares of common stock, related to their services under our debt agreements.

On April 4, 2019, we borrowed $3.2 billion under the 2026 Term Loan with an interest rate of LIBOR plus 3.25%. We repaid $24.0 million under the 2026 Term Loan and $90.7 million in interest through November 8, 2021. We did not borrow under the Revolving Credit Facility in 2021.

All agreements were negotiated at arm’s length and reviewed and ratified by the Audit Committee.

INDEMNIFICATION AGREEMENTS

We have entered into indemnification agreements with each of our directors and certain of our officers. These indemnification agreements provide the directors and officers with contractual rights to indemnification and expense advancement which are, in some cases, broader than the specific indemnification provisions under Delaware law. We believe that these indemnification agreements are, in form and substance, substantially similar to those commonly entered into by similarly situated companies. A form of indemnification agreement is filed as an exhibit to our Annual Report on Form 10-K.

 

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EXECUTIVE OFFICERS

The following table provides information regarding our executive officers:

 

Name		Age		Position
Charles L. Treadway		56		President, Chief Executive Officer and Director
Kyle D. Lorentzen		56		Executive Vice President and Chief Financial Officer
Justin C. Choi		56		Senior Vice President, Chief Legal Officer and Secretary
Robyn T. Mingle		56		Senior Vice President and Chief Human Resources Officer
Brooke B. Clark		47		Senior Vice President and Chief Accounting Officer
John R. Carlson		65		Senior Vice President and Chief Commercial Officer
Gonzaga J. Chow		60		Senior Vice President & President, Home Networks
Farid Firouzbakht		58		Senior Vice President & President, Outdoor Wireless Networks
John R. Johnsen		64		Senior Vice President & President, Connectivity and Cable Solutions
Markus R. Ogurek		48		Senior Vice President & President, Networking, Intelligent Cellular and Security Solutions
Guy Sucharczuk		56		Senior Vice President & President, Access Network Solutions

Charles (Chuck) L. Treadway

Mr. Treadway was appointed as our President and Chief Executive Officer in October 2020. He also serves as a member of our Board of Directors. Mr. Treadway most recently served as Chief Executive Officer of Accudyne Industries, a global provider of precision-engineered, process-critical and technologically advanced pumps and flow control equipment, systems and high efficiency industrial compressors, from 2016 to 2020. Prior to joining Accudyne Industries, Mr. Treadway held various leadership positions at Thomas & Betts Corporation, a global leader in the design, manufacture and marketing of essential components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and utility applications, including President and Chief Executive Officer from 2012 to 2016, President and Chief Operating Officer from 2011 to 2012 and Group President of Electrical from 2009 to 2011. He previously served in several management and executive positions at Schneider Electric S.A., Prettl International, Inc. and Yale Security, Inc.

Kyle D. Lorentzen

Mr. Lorentzen became our Executive Vice President and Chief Financial Officer in November 2021. Prior to this role, Mr. Lorentzen served as our Senior Vice President and Chief Transformation Officer since he joined CommScope in January 2021. Before joining CommScope, he served as Chief Financial Officer of Accudyne Industries from 2017 to 2020. From 2014 to 2017, Mr. Lorentzen was Chief Financial Officer and Executive Vice President of Express Energy Service. Earlier, Mr. Lorentzen held multiples roles with Constellium, including Chief Executive Officer of Constellium Ravenswood from 2011 to 2014. Throughout his career, Mr. Lorentzen has held numerous financial and managerial roles with companies such as Noranda Aluminum, Berry Plastics/Covalence Specialty Materials, Hexion Specialty Chemical, Inc., Borden Chemical, Inc., Dow Chemical, Sanachem, Hampshire Chemical Corp. and W.R. Grace.

Justin C. Choi

Mr. Choi became our Senior Vice President, Chief Legal Officer and Secretary of CommScope in May 2021. Mr. Choi most recently served as Executive Vice President, General Counsel, Secretary and Chief Compliance Officer of Anixter International, Inc., a global distributor of communication, security,

 

							2022 Proxy Statement			39