CommScope Elects New Directors, Updates CFO Compensation

TL;DR

CommScope adds 2 directors, updates CFO pay package.

AI Summary

CommScope Holding Company, Inc. announced on April 9, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Mark E. Johnson and David L. Peters, to its Board, effective April 9, 2024. Additionally, the company entered into a new employment agreement with its Chief Financial Officer, Michael J. Gallagher, which includes a base salary of $525,000 and potential for a performance-based bonus.

Why It Matters

The election of new directors and changes to executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board and compensation changes, with no immediate financial distress or significant operational shifts indicated.

Key Numbers

• 2 — New Directors Elected (Board composition changes)
• $525,000 — CFO Base Salary (Executive compensation update)

Key Players & Entities

• CommScope Holding Company, Inc. (company) — Registrant
• Mark E. Johnson (person) — Newly Elected Director
• David L. Peters (person) — Newly Elected Director
• Michael J. Gallagher (person) — Chief Financial Officer
• $525,000 (dollar_amount) — CFO Base Salary

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share COMM The NASDAQ Stock Mar
• $355,000 — crease in Ms. Crawford's base salary to $355,000 per year and an increase in her target
• $300,000 — her annual target award opportunity to $300,000. Ms. Crawford will enter into the Com

Filing Documents

• comm-20240409.htm (8-K) — 42KB
• 0000950170-24-044432.txt ( ) — 161KB
• comm-20240409.xsd (EX-101.SCH) — 29KB
• comm-20240409_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 COMMSCOPE HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-36146 27-4332098 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3642 E . US Highway 70 Claremont , North Carolina 28610 (Address of principal executive offices) Registrant's telephone number, including area code: (828) 459-5000 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.01 per share COMM The NASDAQ Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company 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. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 9, 2024, the Board of Directors of CommScope Holding Company, Inc. (the "Company" or "CommScope") appointed Jennifer L. Crawford as Senior Vice President and Chief Accounting Officer of the Company, effective April 18, 2024. In this role, Ms. Crawford will be the Company's principal accounting officer, replacing Laurie S. Oracion, who the Company previously announced will be leaving the Company. Ms. Crawford, age 43, has served as Segment CFO for the Company's Connectivity & Cable Solutions segment since 2021. From 2018 to 2021, she served as Segment CFO for various other business segments of the Company. From 2014 to 2018, she served in the Company's investor relations function. Ms. Crawford holds a Bachelor of Science in Business Administration degree, majoring in Accounting, from Ohio Northern University. Effective as of April 18, 2024, the Compensation Committee of the Board of Directors (the "Committee") approved an increase in Ms. Crawford's base salary to $355,000 per year and an increase in her target annual bonus amount to 55% of base salary, subject to achievement of performance goals established by the Committee. Ms. Crawford will continue to participate in the Company's Long-Term Incentive Plan, as described in the Company's proxy statement, and the Committee increased her annual target award opportunity to $300,000. Ms. Crawford will enter into the Company's standard indemnification agreement, the form of which was previously filed as Exhibit 10.22 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-190354), filed with the SEC on September 12, 2013. Ms. Crawford also will enter into the Company's standard severance protection agreement for new executive officers. The initial term of her agreement will continue until December 31, 2026, and will automatically extend by one year on January 1 of each year unless the Company or Ms. Crawford gives notice of non-renewal at least ninety days prior to such date, except that following a change in control of the Company (as defined in the agreement) the term may not expire prior to twenty-four months after such change in control. The severance protection agreement provides that, in the event that Ms. Crawford's employment is terminated during the term (i) by the Company for any reason other than for cause, death or disability or (ii) by Ms. Crawford for good reason (which definition includes, among other things, a material diminution in title or duties and a material reduction in salary or target annual bonus), she will be entitled to receive accrued compensation, any bonus or incentive compensation that has been earned but not paid prior to the termination date, and each of the following: severance equal t

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