CommScope Holding Company, Inc. Files Definitive Proxy Statement

Ticker: VISN · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 1517228

Commscope Holding Company, Inc. DEF 14A Filing Summary
FieldDetail
CompanyCommscope Holding Company, Inc. (VISN)
Form TypeDEF 14A
Filed DateMar 25, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$217 million, $851.3 million, $1.02 billion, $0.01, $1,000
Sentimentneutral

Sentiment: neutral

Topics: CommScope, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>CommScope Holding Company, Inc. has filed its Definitive Proxy Statement for the period ending May 9, 2024, detailing executive compensation and financial reporting as of December 31, 2023.</b>

AI Summary

CommScope Holding Company, Inc. (VISN) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. CommScope Holding Company, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024. The filing covers the period ending May 9, 2024, with data reported as of December 31, 2023. Key executive compensation data for Mr. Treadway is detailed, including awards granted and changes in fair value. The company's fiscal year ends on December 31. CommScope Holding Company, Inc. is incorporated in Delaware and headquartered in Claremont, NC.

Why It Matters

For investors and stakeholders tracking CommScope Holding Company, Inc., this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation, which can influence investment decisions and company governance. Shareholders can use this DEF 14A to understand how executive pay is structured and how it aligns with company performance, impacting their voting on proposals.

Risk Assessment

Risk Level: low — CommScope Holding Company, Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a standard disclosure process.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to inform voting decisions.

Executive Compensation

NameTitleTotal Compensation
Mr. TreadwayMember

Key Numbers

  • 2024-03-25 — Filing Date (DEF 14A filing date)
  • 2024-05-09 — Period of Report (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Fiscal year end date)

Key Players & Entities

  • CommScope Holding Company, Inc. (company) — Filer
  • Mr. Treadway (person) — Executive compensation details

FAQ

When did CommScope Holding Company, Inc. file this DEF 14A?

CommScope Holding Company, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CommScope Holding Company, Inc. (VISN).

Where can I read the original DEF 14A filing from CommScope Holding Company, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CommScope Holding Company, Inc..

What are the key takeaways from CommScope Holding Company, Inc.'s DEF 14A?

CommScope Holding Company, Inc. filed this DEF 14A on March 25, 2024. Key takeaways: CommScope Holding Company, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024.. The filing covers the period ending May 9, 2024, with data reported as of December 31, 2023.. Key executive compensation data for Mr. Treadway is detailed, including awards granted and changes in fair value..

Is CommScope Holding Company, Inc. a risky investment based on this filing?

Based on this DEF 14A, CommScope Holding Company, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a standard disclosure process.

What should investors do after reading CommScope Holding Company, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to inform voting decisions. The overall sentiment from this filing is neutral.

How does CommScope Holding Company, Inc. compare to its industry peers?

CommScope Holding Company, Inc. operates in the Radio & TV Broadcasting & Communications Equipment industry.

Are there regulatory concerns for CommScope Holding Company, Inc.?

As a public company, CommScope is subject to SEC regulations, including the requirement to file Definitive Proxy Statements (DEF 14A) for shareholder meetings.

Industry Context

CommScope Holding Company, Inc. operates in the Radio & TV Broadcasting & Communications Equipment industry.

Regulatory Implications

As a public company, CommScope is subject to SEC regulations, including the requirement to file Definitive Proxy Statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Review the executive compensation tables for named executive officers.
  2. Examine any shareholder proposals and the board's recommendations.
  3. Note the date of the shareholder meeting and any related voting deadlines.

Key Dates

  • 2024-03-25: Filing of DEF 14A — Indicates the company is providing its definitive proxy statement to shareholders.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,556 words · 18 min read · ~15 pages · Grade level 12.9 · Accepted 2024-03-25 16:06:31

Key Financial Figures

  • $217 million — y used our cash generated to repurchase $217 million of the debt that has negatively impacte
  • $851.3 million — from continuing operations improving to $851.3 million and achieving Core Adjusted EBITDA of $
  • $1.02 billion — n and achieving Core Adjusted EBITDA of $1.02 billion. Our core markets and industries demo
  • $0.01 — holders of our common stock, par value $0.01 per share (common stock), and shares of
  • $1,000 — Preferred Stock, liquidation preference $1,000 per share (Series A Convertible Preferr
  • $15 — ck price hurdles (ranging from a low of $15 for Messrs. Treadway and Lorentzen and
  • $17.50 — for Messrs. Treadway and Lorentzen and $17.50 for Messrs. Choi and Chow, to a high of
  • $40 — for Messrs. Choi and Chow, to a high of $40) and continued service over a four-year

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 PROPOSAL No. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 43 Compensation Discussion and Analysis 44 I. Executive Summary 44 Our Company 44 2023 Business Results 44 2023 Executive Compensation Highlights 46 Say-on-Pay Results and Consideration of Stockholder Support 46 2023 Compensation Elements and Outcomes 47 Our Pay-for-Performance Approach 47

Executive Compensation-Related Policies and Practices

Executive Compensation-Related Policies and Practices 49 II. Executive Compensation Philosophy 49 III. 2023 Compensation Decision-Making Process 50 Determination of Compensation Awards 50 Role of the Compensation Consultant 50 Compensation Peer Group 51 IV. 2023 Compensation Actions 52 V. Other Compensation Policies 59 Compensation Recovery ("Clawback") Policy 59 Anti-Hedging and Anti-Pledging Policies 59 Stock Ownership Guidelines 59 VI. Compensation Tables 60 Summary Compensation Table (SCT) for 2023 60 Grants of Plan-Based Awards in 2023 62 Narrative Supplement to SCT for 2023 and Grants of Plan- Based Awards in 2023 Table 63 Outstanding Equity Awards at December 31, 2023 63 Option Exercises and Stock Vested for 2023 64 Nonqualified Deferred Compensation for 2023 64 Potential Payments upon Termination or Change in Control 65 CEO Pay Ratio 70 Pay Versus Performance 72 Equity Compensation Plan Information 76 Compensation Committee Report 77 OTHER INFORMATION PROPOSAL No. 4: APPROVAL OF ADDITIONAL SHARES UNDER OUR 2019 LONG-TERM INCENTIVE PLAN 78 AUDIT MATTERS 87 PROPOSAL No. 5: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 87 Audit Committee Report 89 Stockholder Proposals for the Company's 2025 Annual Meeting 91 Available Information 92 Incorporation by Reference 93 APPENDIX A – RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES AND OTHER SUPPLEMENTAL FINANCIAL DATA A-1 APPENDIX B – COMMSCOPE HOLDING COMPANY, INC. INCENTIVE PLAN B-1 Table of Contents PROXY SUMMARY We provide the below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and the 2023 Annual Report before you vote. The Annual Meeting Date and Time: Thursday, May 9, 2024 1:00 p.m., Eastern Time Virtual Meeting Site: https://w

Executive Compensation Program Highlights (page 46)

Executive Compensation Program Highlights (page 46) Our executive compensation approach is straightforward and supports our pay-for-performance philosophy: Significant portion of executive pay is at risk Equity awards with multi-year vesting, allocated between performance and time-based awards Regular stockholder outreach in connection with the annual say-on-pay vote A compensation approach that does not create incentives for excessive risk taking Policy prohibiting hedging and pledging of Company shares New Compensation Recovery "Clawback" Policy to recover incentive compensation from executives in the event of a restatement of our financial statements The principal objectives of our NEO pay include: Competitive pay – allows us to attract top talent and to retain those executives by providing substantial pay for performance opportunity Pay for performance – by rewarding outstanding results that will enhance near-term performance and drive long-term sustainable returns Alignment with stockholders – through performance goals and by setting meaningful equity ownership guidelines 4 2024 Proxy Statement Table of Contents P ROXY S UMMARY Elements of our Executive Compensation Program (page 48) The following table summarizes the primary elements of our executive compensation program for 2023. Please see our Compensation Discussion and Analysis beginning on page 44. Compensation Element Purpose 2023 Pay Outcome Base Salary Recognize performance of job responsibilities as well as attract and retain individuals with superior talent. Base salary for Mr. Treadway was increased by 14.3% to bring it more in line with the median salary of our peer group, and Mr. Giordano's salary was increased by 16.2% in connection with his appointment as head of the NICS segment. The base salary increase was 3% for Mr. Choi and less than 1% for Mr. Lorentzen. Mr. Chow did not receive a base salary increase. AIP Bonus Awards Provide short-term incen

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