DEF 14A of Vistance Networks, Inc., Mar 24, 2025

DEF 14A of Vistance Networks, Inc.

Filed Mar 24, 2025 · FY20240000950170-25-043853

Open on EDGAR

  1. How to Cast Your Vote

    How to Cast Your Vote Your vote is important! Please cast your vote and play a part in the future of CommScope. Stockholders of record, who hold shares registered in their names, can vote by:

  2. How to Cast Your Vote

    | | | | | Internet at | calling 1-800-PROXIES | mail | | www.voteproxy.com | toll-free from the | return the signed | | | United States or Canada | proxy card |

  3. How to Cast Your Vote

    The deadline for voting online or by telephone is 11:59 p.m., Eastern Time, on May 7, 2025. If you vote by mail, your proxy card must be received before the Annual Meeting. Beneficial owners, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet provided by their bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares. If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares and has registered in advance with Equiniti and received a control number to attend the virtual Annual Meeting, you may choose to vote at the virtual Annual Meeting. Even if you plan to attend our virtual Annual Meeting, please cast your vote as soon as possible. See the "Questions and Answers About the Annual Meeting and Voting" section for more details. Board Nominees (page 17) CommScope’s Board of Directors currently has ten members, two of whom are designees of Carlyle under the terms of the Investment Agreement with Carlyle, dated November 8, 2018 (Investment Agreement), and serve a one-year term. In addition, eight of our current directors are standing for re-election at the Annual Meeting, each for a one-year term. The following table provides summary information about each director standing for election to the Board of Directors.

  4. How to Cast Your Vote

    | | | | | Committees | | | | | | Age | Tenure | Independent | Audit | Compensation | Nominating and Corporate Governance | Other Public Company Boards | | Carlyle Nominee | | | | | | | | | Scott H. Hughes | 39 | 2024 | ✓ | | ✓ | | 0 | | Patrick R. McCarter | 50 | 2020 | ✓ | | | ✓ | 0 | | Nominees | | | | | | | | | Stephen C. Gray | 66 | 2011 | ✓ | | C | | 0 | | L. William Krause | 82 | 2011 | ✓ | | ✓ | ✓ | 0 | | Joanne M. Maguire | 71 | 2016 | ✓ | | | C | 1 | | Thomas J. Manning | 69 | 2014 | ✓ | ✓ | | | 1 | | Derrick A. Roman | 61 | 2021 | ✓ | C | | ✓ | 1 | | Charles L. Treadway | 59 | 2020 | | | | | 0 | | Claudius E. Watts IV, Chairman | 63 | 2011 | | | | | 0 | | Timothy T. Yates | 77 | 2013 | L | ✓ | | | 0 |

  5. How to Cast Your Vote

    L Lead Independent Director C Chair

  6. ELECTION OF DIRECTORS

    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 ten. Carlyle has the right to designate two directors pursuant to the Investment Agreement. All director nominees are elected to one-year terms. 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 eight director nominees 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 8, 2025. 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 2026 or until their successors are elected and qualified to serve or until an earlier death, resignation or retirement. All the nominees are presently serving as directors of the Company. The nominees have agreed to be named in this Proxy Statement, to stand for re-election and to 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 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.

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

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

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

    | Scott H. Hughes Age: 39 Director Since: 2024 Committees: - Compensation | Professional Experience • Chief Operating Officer, Corporate Private Equity Americas at The Carlyle Group LP (2023-present) • Investment Professional in the Industrial & Transportation Sector at The Carlyle Group LP (2010-2023) • Analyst in the Mergers and Acquisitions Group at Merrill Lynch, Pierce, Fenner & Smith (2008-2010) Other Current Public Company Directorships • None Other Directorships • Novolex (2022-present) • Sciens Building Solutions (2021-2023) |

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

    | Patrick R. McCarter Age: 50 Director Since: 2020 Committees: - 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) • Past director for HireVue Inc., OpenLink, Open Solutions, CPU Technology, Dealogic, Hexaware Technologies, and Yipitdata Other Current Public Company Directorships • None Other Directorships • Saama (2022-present) • Ampere Computing LLC (2017-present) • Veritas Technologies LLC (2016-present) • ZoomInfo Technologies Inc. (NASDAQ: ZI) (2018-February 2025) • Jagex Limited (2022-2024) • HireVue, Inc. (2019-2024) |

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

    | The Board of Directors of the Company recommends that holders of Series A Convertible Preferred Stock vote “FOR” each of the foregoing nominees for election as directors. Proxies will be voted “FOR” each nominee, unless otherwise specified in the proxy. |

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

    PROPOSAL No. 2: Eight 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

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

    | Stephen (Steve) C. Gray Age: 66 Director Since: 2011 Committees: - Compensation (Chair) | Professional Experience • Founder and Chair of Gray Venture Partners, LLC, a private investment company (2009-present) • Senior Advisor to The Carlyle Group LP (2018-2023 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 • INAP Holdings, LLC (2020-present) (Chair – Compensation Committee) • Ark Data Centers (f/k/a Involta, (2010-present) • Wyyerd Group, LLC (2021-present) • ImOn Communications, LLC (Vice-Chair) (2007-2022) • HH Ventures, LLC (d/b/a ReadyMobile LLC) (Chair) (2009-2020) • SecurityCoverage, Inc. (Chair) (2005-2019) |

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

    | L. William (Bill) Krause Age: 82 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 • Arctera, Inc. (2025-present) • Forward Networks (2014-present) • Smartcar, Inc. (2014-present) • Veritas Holdings, Ltd (2016-2024) • Coherent, Inc. (NYSE: COHR) (2009-2019) |

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

    | Joanne M. Maguire Age: 71 Director Since: 2016 Committees: - Nominating and Corporate Governance (Chair) | Professional Experience • EVP of Lockheed Martin Corporation and President of Lockheed Martin Space, providers of communication, remote sensing and exploration spacecraft for national security and civil customers (2006-2013) • VP and Deputy to President of Lockheed Martin Space (2003-2006) • Diverse leadership roles at TRW’s Space & Electronics sector (now part of Northrop Grumman) in division general management, programs, engineering, manufacturing and business development (1975-2003) • Member of UCLA’s Samueli School of Engineering Dean’s Executive Board (2014-present) • Member of National Academy of Engineering Other Current Public Company Directorships • Visteon Corporation (NASDAQ: VC) (2015-present) Other Directorships • Tetra Tech, Inc. (NASDAQ: TTEK) (2016-September 2024) • Charles Stark Draper Laboratory (2013-2022) • Freescale Semiconductor, Ltd. (2013-2015) |

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

    | Thomas J. Manning Age: 69 Director Since: 2014 Committees: - Audit | Professional Experience • Executive-in-Residence at the Booth School of Business (2018-present) • Executive Chairman of Aegis Ventures (January 2023-September 2023) • Executive Chair of Cresco Labs, Inc. (2020-2023) • Senior Fellow in the Advanced Leadership Initiative at Harvard University (2019-2021) • CEO of Dun & Bradstreet (Aug 2018-Feb 2019) • Lecturer in Law at the University of Chicago Law School teaching courses on corporate governance, private equity, United States-China relations, and innovative solutions (2012-2018) • Chair & Interim CEO of Dun & Bradstreet (Feb 2018-Aug 2018) • CEO of Cerberus Asia Operations & Advisory Limited (2010-2012) • CEO of Indachin Limited (2005-2009) Other Current Public Company Directorships • Cresco Labs, Inc. (Chairman of the Board - 2016-present) Other Directorships • Chindata Group Holdings Limited (NASDAQ: CD) (2020-2023) • 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) |

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

    | Derrick A. Roman Age: 61 Director Since: 2021 Committees: - Audit (Chair) - Nominating and Corporate Governance | Professional Experience • Audit, consulting and senior client relationship partner at PwC with leadership experience in risk management, DEI, corporate responsibility, cybersecurity and IT solutions (1997-2020) • Certified Public Accountant (1987-Present) • Diligent™ Climate Leadership Certified (2022) • National Association of Corporate Directors (NACD) Member (2021 -Present) and NACD CERT Certificate in Cyber-Risk Management (2023) • Central Audit Committee Network Member (2022-Present) • NABA Inc. Lifetime Member and Board Advisor (2011-Present) • Named one of Savoy Magazine’s “Most Influential Black Corporate Directors” for 2021 & 2023 Other Current Public Company Directorships • WEX, Inc. (NYSE: WEX) (Audit and Finance Committees) (2021-Present) Other Directorships • Financial Industry Regulatory Authority (2023-Present) • The Skillman Foundation Board of Trustees (2022-Present) • Pangeo Holdings LLC (dba G-P or Globalization Partners) Board Observer (2022-Present) • Philanthropos LLC (dba Philanthropi) Board Member (2020-2024) • National Constitution Center Board of Trustees (2000-2024) Trustee Emeritus (2024-Present) |

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

    | Charles L. Treadway Age: 59 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 |

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

    | Claudius (Bud) E. Watts IV Age: 63 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 (NASDAQ: CARO) (Chair) (2015-2020) • Former director on boards of numerous other public and private companies, including service as Chair and Lead Independent Director |

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

    | Timothy T. Yates Age: 77 Director Since: 2013 Lead Independent Director Since: 2020 Committees: - Audit | Professional Experience • Various leadership roles including CEO, CFO and EVP at Monster Worldwide, Inc. (2007–2016) • Led integration of Symbol Technologies, Inc. (Symbol) into Motorola, Inc.’s Enterprise Mobility business (2007) • Various positions including independent consultant and SVP, CFO at Symbol (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 firm (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 • Blue Goji (2014-present) • Jay Heritage Center (2019-present) • Soapply, Inc. (2021-present) • Seaboard Associates (1975-present) • Cyndx, Inc. (2017-present) |

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

    | The Board of Directors of the Company recommends a vote “FOR” each of the foregoing nominees for election as directors. Proxies will be voted “FOR” each nominee, unless otherwise specified in the proxy. |

  21. DIRECTOR COMPENSATION

    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, in prior years our non-employee directors received an annual grant of RSUs on the date of the annual stockholders’ meeting that would 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. The overall retainer amounts for 2024 remained unchanged from the prior year. However, in 2024, in order to maintain a sustainable equity burn rate profile and to manage the availability of the share reserve in our 2019 Long-Term Incentive Plan, each non-employee director received a cash award of $200,000 in lieu of the normal RSU award. The following tables summarize our non-employee director compensation for 2024:

  22. DIRECTOR COMPENSATION

    | 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) | $200,000 |

  23. DIRECTOR COMPENSATION

    (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. As noted above, in 2024, in lieu of the normal RSU award, non-employee directors received a cash award of $200,000. 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 had an initial one-year term, and automatically renews for an additional one-year period each year, unless either party gives 60 days written notice of non-renewal. Mr. Watts receives a salary equal to $620,400 and is eligible to participate in the Company’s employee benefit programs, but he does not receive annual incentive awards under the AIP. In connection with his employment, in 2024, Mr. Watts received 260,000 RSUs that vest annually over three years beginning on June 1, 2025, subject to Mr. Watts’ continued service. In addition, in 2024, Mr. Watts received a cash incentive award similar to the cash incentive awards granted to Mr. Treadway and Mr. Lorentzen. Pursuant to this award, Mr. Watts is eligible to earn an amount equal to 0.0667% of the financial benefits to the Company derived from the successful execution of certain corporate and strategic initiatives in 2024. The final amount of the cash incentive award, as determined by the Compensation Committee, will be paid in three equal installments in March 2025, September 2025, and March 2026, conditioned on Mr. Watts' continuous employment with the Company through such dates; provided that, in the event of Mr. Watts' death or his employment is terminated by the Company other than for “cause” (as defined in the Agreement) after the 2024 Performance Year, any earned but unpaid portion of the award will be paid to Mr. Watts (or his estate, as the case may be) in a single lump sum within sixty days following such event (or such later times as provided in the Agreement), conditioned upon his execution and non-revocation of a release of claims within forty-five days following his termination date. Mr. Watts' target cash incentive award value was $2.40 million. In February 2025, our Compensation Committee evaluated our performance against the goals and approved an earned amount for Mr. Watts of $2.01 million, which will be paid in three equal installments in March 2025, September 2025, and March 2026 subject to his continued service through the payment date. 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 Mr. Watts other than for good reason, we will pay to Mr. Watts his accrued compensation.

  24. DIRECTOR COMPENSATION TABLE FOR 2024

    DIRECTOR COMPENSATION TABLE FOR 2024

  25. DIRECTOR COMPENSATION TABLE FOR 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | All Other Compensation ($)(2) | Total ($) | | Claudius E. Watts IV (Chair) | — | — | 3,199,845 | 3,199,845 | | Stephen C. Gray | 310,000 | — | — | 310,000 | | Scott H. Hughes(3) | — | — | — | — | | L. William Krause | 310,000 | — | — | 310,000 | | Joanne M. Maguire | 305,000 | | — | 305,000 | | Thomas J. Manning | 305,000 | — | — | 305,000 | | Patrick R. McCarter(3) | — | — | — | — | | Derrick A. Roman | 325,000 | — | — | 325,000 | | Timothy T. Yates | 335,000 | — | — | 335,000 |

  26. DIRECTOR COMPENSATION TABLE FOR 2024

    (1) In 2024, in order to manage the share usage in our 2019 Long-Term Incentive Plan, each non-employee director received a cash award of $200,000 in lieu of their normal RSU award. (2) Mr. Watts is employed by the Company and did not receive compensation for his service as a director in 2024. Amounts paid in 2024 are related to Mr. Watts’ 2024 employment, including $620,400 in salary, a $20,700 company contribution to the 401(k) plan, and a $594 life insurance premium. Also included is the $2.01 million cash incentive payment earned in 2024, which will be paid in equal installments in March 2025, September 2025, and March 2026, conditioned on Mr. Watts' continuous employment with the Company through such date. Also included is the $348,231 grant date fair value of Mr. Watts’ 260,000 RSUs which were granted to him in 2024 in connection with his service as an employee of the Company. The fair value of these awards was computed in accordance with FASB ASC Topic 718. Mr. Watts’ RSUs were granted on March 1, 2024 and June 1, 2024 and vest subject to his continued service annually over three years beginning on June 1, 2025. As of December 31, 2024, in addition to these 2024 RSUs, Mr. Watts held 32,759 RSUs pursuant to the eligible vesting of 47,000 Core Adjusted EBITDA PSUs granted in 2022 and 31,400 TSR PSUs granted in 2022 as well as 55,000 Core Adjusted EBITDA PSUs and 36,700 TSR PSUs granted to him in 2023. The 2022 Core Adjusted EBITDA PSUs were based on cumulative Core Adjusted EBITDA for the 2022-2024 fiscal years (including OWN and DAS), making 69.7% of the granted PSUs eligible for vesting on June 1, 2025. The 2023 Core Adjusted EBITDA PSUs are eligible to vest based upon an achievement of cumulative Core Adjusted EBITDA goals for the three-year period covering fiscal years 2023, 2024 and 2025. The TSR PSUs were granted in 2022 and 2023 vest on June 1, 2025 and June 1, 2026, respectively, based on the achievement of goals relating to our TSR ranking relative to the TSR for the companies, other than the Company, comprising the S&P 500 over a three-year period from March 1, 2022 through February 28, 2025 for the 2022 grant and March 1, 2023 through February 28, 2026 for the 2023 grant. In February 2024, the Committee modified the performance targets for the 2022 Core Adjusted EBITDA PSUs and the 2023 Core Adjusted EBITDA PSUs. Refer to "Modification of Performance-Based Equity Awards" on page 51 for more details on this modification. The amounts included in the All Other Compensation column include, in addition to the grant date value of the awards granted in 2024, the incremental fair values resulting from the equity modifications of $199,920. (3) Mr. Hughes and Mr. McCarter, as directors designated by Carlyle, did not receive director compensation from the Company.

  27. Background

    Background 2024 was a pivotal year for CommScope. We began the year with an ambitious roadmap for improving our balance sheet and positioning our Company for sustainable long-term growth. As part of this roadmap, our Board of Directors approved a plan to significantly reshape our business through the completion of a strategic transaction that would improve our cash position and reduce debt obligations. Our strategy was developed through a broad review of our long-term plan and accounted for macroeconomic factors impacting our business, including higher interest rates, inflation, and concerns about a global economic slow-down that softened demand for our products. These factors created headwinds for our Company and contributed to retention concerns for our executive team due to diminished values of outstanding equity awards and an expectation of no payouts for in-progress performance-based equity awards. These retention concerns were compounded by constraints impacting our ability to deliver competitive long-term incentive compensation due to our low stock price in early 2024 and an emphasis on maintaining a sustainable and competitive equity burn rate. With this context in mind, and to effectively support our roadmap and the transformation of our business that would be necessary to achieve our goals, our Compensation Committee approved several changes to our executive compensation programs during fiscal 2024. These changes were intended to support the stability of our leadership team through a critical and challenging year and directly link the incentives of our executive team with the critical financial and strategic milestones that support long-term shareholder value creation. Looking back, we believe that 2024 was a transformational year for CommScope, highlighted by the divestiture of our OWN segment and DAS business unit and significant deleveraging of our balance sheet. Our accomplishments were reflected in our stock price, which increased from $2.86 on January 2, 2024 to a closing price of $5.21 on December 31, 2024. Our Compensation Committee believes that the direct link between our NEOs' incentives and these strategic priorities was a critical factor in stabilizing, retaining and motivating our NEOs through this critical year.

  28. Key Compensation Actions During 2024

    Key Compensation Actions During 2024 Taking into consideration the context above and accounting for critical priorities during the year, our Compensation Committee approved the following key program changes during 2024. • Emphasis on Adjusted EBITDA in our 2024 Annual Incentive Plan: An increased focus on Adjusted EBITDA reflected macroeconomic factors impacting our industry and a prioritization of profitability and further deleveraging our balance sheet in our strategic roadmap. NEOs earned between 157.6% and 199.0% of their target annual incentive opportunity based on strong Adjusted EBITDA performance and achievement of strategic goals.

  29. Key Compensation Actions During 2024

    | 2023 Annual Incentive Plan | 2024 Annual Incentive Plan | | 70% Core Adjusted EBITDA | 90% Adjusted EBITDA (including OWN & DAS) | | 20% Core Revenue | 10% Strategic Objectives | | 10% Strategic Objectives | |

  30. Key Compensation Actions During 2024

    • Redesign of Long-Term Incentives to Align with Critical Business Priorities: In order to explicitly align the incentives of our NEOs with the priorities established by our Board of Directors, the performance-based long-term incentives applicable to our NEOs in 2024 were directly linked to priorities in the strategic plan approved by our Board of Directors. The Compensation Committee believed that a one-year performance period was an appropriate way to align with the time horizon of strategic goals and recognize the magnitude of change facing our business due to divestitures that would make long-term financial goals difficult to establish. The shorter vesting time horizon of the Cash LTIP was approved as a one-time approach to support retention at a time when performance-based equity awarded to our NEOs in 2021, 2022 and 2023 were projected to deliver little to no payout and the value of time-based awards was meaningfully below levels that would effectively support retention due to our low stock price. Based on our achievements during the year, our NEOs earned between 83% and 103% of their cash long-term incentive targets for the year.

  31. Key Compensation Actions During 2024

    | 2023 Long-Term Incentive Approach | 2024 Long-Term Incentive Approach | | 50% Time-Vesting RSUs | 50% Time-Vesting RSUs | | 20% 3-year Relative TSR Performance Shares | Remaining Long-Term Incentives in the form of a cash long-term incentive tied to achievements during 2024: • CEO/CFO: Direct link to achievement of financial outcomes of capital structure management and divestiture efforts • Other NEOs: Qualitative assessment of critical strategic priorities, including capital structure management (including asset sales), achievement of the Company’s EBITDA goals, and achievement of the Company’s cost reduction efforts Earned amounts are paid in equal installments in March 2025, September 2025, and March 2026 | | 30% 3-year Adjusted EBITDA Performance Shares | |

  32. Key Compensation Actions During 2024

    • Introduced Cash Long-Term Incentive Plan and Applied a Minimum Conversion Price for RSUs to Manage Equity Burn Rate: Our Compensation Committee regularly reviews the competitiveness and sustainability of dilution attributable to employee and executive equity compensation. In early 2024, when we were evaluating our long-term incentive strategy for the year, the closing price of our common stock fell below $2.00 from March through June. Taking into consideration our stock price and emphasis on continuing to manage our burn rate, our Compensation Committee approved a transition to cash awards for the performance-based portion of our executive long-term incentives. In addition, annual equity awards for all employees, including our executives, were converted from dollar value to a number of shares assuming a price of $2.50. This conversion price significantly exceeded the closing price on the grant date of annual awards in March and June 2024. Taken together, these decisions implied reduction in the target value of executive long-term incentives and limited the potential upside of awards, but effectively managed the available pool for the 2019 Plan and enabled competitive equity awards in early 2025. • Modified Performance-Based Equity: In February 2024, our Compensation Committee reviewed our progress against goals for the 2022 Core Adjusted EBITDA PSUs and the performance-based equity awards granted in 2023 (2023 Core Adjusted EBITDA PSUs), for which payouts are tied to our achievement of cumulative Adjusted EBITDA for 2022 through 2024 and 2023 through 2025, respectively. Following this review, and accounting for significant changes in our business that followed the grant date, the Compensation Committee determined to modify the performance targets for these grants. In approving this modification, the Compensation Committee considered supply chain challenges, unpredictable customer ordering patterns, and concerns regarding the stability and retention of our senior leadership team, among other things. Modifications impacted only the targets for in-progress and future years, which was intended to maintain accountability for past performance while enhancing the retention and motivational aspects of our long-term incentive program without granting additional awards to our NEOs. As a result of the modification of goals, our NEOs earned 69.7% of target for 2022 Core Adjusted EBITDA PSUs. The outcome of 2023 Core Adjusted EBITDA PSUs will be determined following the end of the fiscal 2023 through fiscal 2025 performance period.

  33. 2025 PREVIEW

    2025 PREVIEW Despite our successes and strong shareholder returns in 2024, our Board of Directors and management team continue to drive change at CommScope, making significant progress toward realizing our long-term goals, ensuring stability in our senior leadership team, and driving long-term shareholder value. Our Compensation Committee reviews our approach to executive compensation annually in the context of a competitive and dynamic operating environment, and intended for several features of the 2024 plan design to be transitional. In February 2025, our Compensation Committee approved long-term incentive awards for our NEOs that include a mix of time-vesting RSUs and performance shares eligible to be earned based on achievement of Adjusted EBITDA goals for 2025, 2026 and 2027. Adjusted EBITDA goals for each year were established at the grant date of the award and provide an opportunity to earn up to 200% of the target number of shares. The Compensation Committee believes that restoring long-term incentives in the form of equity with performance-based awards tied to multi-year financial goals was appropriate given the improved positioning of our Company in early 2025, following the achievement of important milestones achieved during 2024.

  34. 2024 COMPENSATION ELEMENTS

    | Pay Element | Overview | | | | Base Salary | • | Intended to recognize performance of job responsibilities as well as attract and retain individuals with superior talent. | | | Annual Cash Bonus | • | Provides short-term incentives linked directly to achievement of financial objectives. Our NEOs’ 2024 AIP was based on the following metrics: | | | | | • • | 90% on Adjusted EBITDA (including OWN and DAS) 10% on Strategic Objectives | | Time-Vesting RSUs | • • | Directly links senior management’s and stockholders’ interests by tying long-term incentive to stock price appreciation. Time-vesting RSUs vest in three equal annual installments. | | | Cash LTIP | • | Cash LTIP awards were eligible to be earned based on our level of achievement of goals tied to corporate and strategic initiatives specific to divestitures and capital structure management as well as, for select NEOs, achieving financial objectives for the year. | |

  35. EXECUTIVE COMPENSATION-RELATED POLICIES AND PRACTICES

    | What We Do | | What We Don’t Do | | | ✓ | Use a Pay-for-Performance philosophy | × | No backdating or spring-loading of equity awards | | ✓ | Grant a significant portion of executive pay as at-risk | × | No hedging of shares | | ✓ | Apply “clawback” policy to awards to recover cash and equity payments from executives in certain circumstances | × | No pledging of shares | | ✓ | Require multi-year vesting for equity awards | × | No guaranteed bonuses | | ✓ | Engage regularly with stockholders on executive compensation | × | No incentives that encourage excessive risk taking | | ✓ | Use an independent compensation consultant | × | No excessive severance or change in control agreements or 280G gross-ups | | ✓ | Require meaningful equity ownership by our executives | × | No repricing of stock options or stock appreciation rights without stockholder approval | | ✓ | Allocate equity awards between time- and performance-based awards | | |

  36. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT The Compensation Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our executives and non-employee directors. Compensia, a national compensation consulting firm, has served in this capacity since 2016. A representative of Compensia generally attends all of the Compensation Committee meetings, as well as provides the following consulting services: • Analyze the compensation levels and practices of the companies in our compensation peer group • Review the competitiveness of compensation of our NEOs including base salary, annual cash awards and long-term incentive awards • Review and provide input on the design of the annual and long-term incentives provided to our NEOs and other executives • Review the competitiveness of compensation of our non-employee directors • Review and provide input on the CD&A section of our Proxy Statement • Provide support in connection with the amendment of our 2019 Long-Term Incentive Plan • Provide ad hoc advice and support Compensia reports directly to the Compensation Committee and provided no services other than the consulting services to the Committee. The Compensation Committee reviews the objectivity and independence of the advice provided by Compensia. In 2024, the Committee considered the specific independence factors adopted by the Commission and the NASDAQ Global Select Market and determined that Compensia is independent and that its work did not raise any conflicts of interest.

  37. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP In 2024, with the assistance of Compensia, the Compensation Committee approved a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to support pay decisions for 2024. The compensation peer group consisted of the following 17 companies.

  38. COMPENSATION PEER GROUP

    | Compensation Peer Group | | | Amphenol Corporation | NetApp, Inc. | | Belden Incorporated | Sanmina Corporation | | Ciena Corporation | Seagate Technology Holdings PLC | | Corning Incorporated | TE Connectivity Ltd. | | Fortive Corporation | Trimble Inc. | | Hubbell Incorporated | Western Digital Corporation | | Juniper Networks, Inc. | Xerox Holdings Corporation | | Keysight Technologies, Inc. | Zebra Technologies Corporation | | NCR VOYIX Corporation | |

  39. COMPENSATION PEER GROUP

    Companies included in this peer group were identified based primarily on the following target selection criteria: • Companies with a status as an independent, publicly traded company Companies with revenue between approximately 0.33 times to 3.0 times our revenue on a trailing twelve-month basis • Companies with enterprise value between approximately 0.33 times to 3.0 times our enterprise value • Companies with a similar industry profile, prioritizing direct competitors and companies that operate in the Communications Equipment sector Companies are not required to meet all of the selection criteria above. Our Compensation Committee evaluated each company against all selection criteria in order to identify a peer group that, as a whole, was considered to be a strong representation of our competitive market for talent. When evaluating executive compensation relative to practices among our peers, the Compensation Committee generally seeks to align with the market median. We supplement information from the peer group public filings with data from the Radford Global Technology Survey, which is provided annually by Compensia. While peer group and other market research data provides the framework for our compensation decisions, adjustments are also made by the Compensation Committee on an individual basis to account for individual performance and each executive’s scope of responsibility and experience.

  40. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN In February 2024, the Compensation Committee approved Company performance objectives under the AIP that were based on Adjusted EBITDA and strategic objectives tied to CommScope NEXT. The Compensation Committee approved the AIP performance measures and the target award, which is expressed as a percentage of base salary for the year, for all NEOs, except Mr. Firouzbakht, whose Adjusted EBITDA objective was specific to OWN and Mr. ter Linde whose Adjusted EBITDA objective was specific to CCS. At that time, the Company's Adjusted EBITDA financial performance metrics were the aggregate results of our CCS, OWN, NICS and ANS segments. In the second half of 2024, OWN and DAS were deemed discontinued operations for financial reporting purposes; however, as they were still CommScope businesses, they remained a part of the financial performance measures for incentive purposes. Our Compensation Committee determined that Adjusted EBITDA and strategic objectives tied to CommScope NEXT were meaningful measures of the Company’s financial performance and align with the interests of our stockholders for long-term value creation. Although the AIP had historically included revenue objectives, the Compensation Committee determined that Adjusted EBITDA would be a more effective financial metric for evaluating performance and aligning executives with our key business priorities, including improving our capital structure, in 2024.

  41. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Rationale | | Adjusted EBITDA (including OWN and DAS)(1) | 90% | Measures the profitability of our business, incorporating our ability to generate revenue and manage our expenses, and its growth has historically been a key driver of long-term stockholder returns. | | Strategic Objectives | 10% | Measures key performance indicators that are tied to CommScope NEXT and the Company's stated goal of continuous improvement, including successful divestiture related activities (divestitures, transition services agreements (TSAs), and elimination of stranded cost). |

  42. ANNUAL INCENTIVE PLAN

    (1) For all NEOs except Mr. Firouzbakht, whose 2024 AIP opportunity was based 90% on OWN segment Adjusted EBITDA and Mr. ter Linde, whose 2024 AIP opportunity was based 90% on CCS segment Adjusted EBITDA. Our Compensation Committee retains the authority to change target award percentages or performance measures, as appropriate, to account for extraordinary business circumstances that are out of the Company’s control. In addition, the Compensation Committee may, at its sole discretion, decrease the amount of an award that would otherwise be payable to a NEO. The levels of performance required to achieve target payout were tied to our annual operating plan and represent goals that were considered achievable but difficult to accomplish. In addition to financial goals, achievement of strategic objectives represented 10% of the target AIP opportunity for our NEOs. The Compensation Committee approved two strategic goals for 2024 relating to CommScope NEXT, specifically focusing on the successful execution of planned divestitures and identification and elimination of stranded costs. Performance against these strategic objectives was evaluated at the discretion of the Compensation Committee, with the opportunity to earn between 0% and 210% of target for this portion of the annual bonus. The following tables show the weighting of each financial performance metric, the levels of performance required to earn threshold, target and maximum payouts, and the actual performance achieved under our AIP for the year ended December 31, 2024 for all NEOs. The Adjusted EBITDA target for fiscal 2024 was based on our strategic plan and reflected a decrease from our actual results in 2023. This reflected macroeconomic factors observed in early 2024 when goals were established, including higher interest rates, inflation and concerns about a global economic slow-down softened demand for our products, with certain customers reducing purchases as they right-size their inventories and others pausing capital spending. This industry recession was expected to negatively impact sales in all segments in early 2024.

  43. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Level | Threshold ($M) | Target ($M) | Maximum ($M) | | | | Goal | $882.9 | $981.0 | $1,177.2 | | Adjusted EBITDA (including OWN and DAS) | 90% | % of Target Performance | 90% | 100% | 120% | | | | % of Target Payout | 50% | 100% | 210% | | | | Goal | | Tied to CommScope NEXT | | | Strategic Objectives | 10% | Performance | Partially Meets Expectations | Meets Expectations | Exceeds Expectations | | | | % of Target Payout | 0% | 100% | 210% |

  44. ANNUAL INCENTIVE PLAN

    Mr. Firouzbakht’s Adjusted EBITDA goals related to the OWN segment were $178.2 million threshold, $198.0 million target and $237.6 million maximum. Percentage of target payout percentages for Adjusted EBITDA and goal for Mr. Firouzbakh were 50% for threshold, 100% for target and 210% for maximum. Mr. ter Linde’s Adjusted EBITDA goals related to the CCS segment were $387.0 million threshold, $430.0 million target and $516.0 million maximum. Percentage of target payout percentages for Adjusted EBITDA goal for Mr. ter Linde were 50% for threshold, 100% for target and 210% for maximum. Strategic objectives identified by the Compensation Committee related to successful execution of our strategy for divestitures, including successful closing of our Home Networks transaction and related Transition Services Agreement, and the identification and removal of stranded costs in business units and corporate functions resulting from divestitures. The actual level of achievement for the AIP is shown below based on the metrics and weightings previously approved by the Compensation Committee.

  45. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Actual Achievement ($M) | % of Target Actual Performance | % of Target Actual Payout | | Adjusted EBITDA (including OWN and DAS) | 90% | $1,095.1 | 111.6% | 164.0% | | Strategic Objectives | 10% | Meets Expectations | Meets Expectations | 100.0% | | Total | 100% | | | 157.6% |

  46. ANNUAL INCENTIVE PLAN

    Based on the actual level of achievement set forth above, Messrs. Treadway, Lorentzen and Choi were entitled to bonus payments in amounts equal to 157.6% of their target bonus amounts. Unlike the other NEOs, Mr. Firouzbakht's bonus was based on the performance of the OWN segment and Mr. ter Linde's bonus was based on the performance of the CCS segment. Actual achievement for the OWN segment was Adjusted EBITDA of $261.8 million, which was $63.8 million above target and the segment met expectations for their strategic objective, what was 100% of target. Percentage of target actual payout was 210% and 100% for OWN segment Adjusted EBITDA and strategic performance objective, respectively, for a combined actual achievement of 199%. Actual achievement for the CCS segment was Adjusted EBITDA of $619.1 million, which was $189.1 million above target and the segment met expectations for their strategic objective, what was 100% of target. Percentage of target actual payout was 210% and 100% for CCS segment Adjusted EBITDA and strategic performance objective, respectively, for a combined total achievement of 199%. The following table sets forth the earned amounts for our NEOs under the AIP based on fiscal 2024 performance and their respective targets for the year.

  47. ANNUAL INCENTIVE PLAN

    | | Target Award | Actual 2024 Award | | | Name | (% of 2024 Salary) | % of 2024 Salary(1) | Payout Amount | | Charles L. Treadway | 150.0% | 236.36% | $3,072,615 | | Kyle D. Lorentzen | 105.8% | 166.86% | $1,156,170 | | Justin C. Choi | 80.0% | 126.06% | $724,822 | | Farid Firouzbakht | 80.0% | 159.20% | $765,450 | | Koen ter Linde | 80.0% | 159.20% | $745,189 |

  48. ANNUAL INCENTIVE PLAN

    (1) The NEOs received a performance payout of 157.6% of target, except for Mr. Firouzbakht, who received 199.0% of target for the OWN operating segment, and Mr. ter Linde, who received 199.0% of target for the CCS operating segment.

  49. LONG-TERM INCENTIVE AWARDS

    LONG-TERM INCENTIVE AWARDS The Compensation Committee believes that key employees who are in a position to make a substantial contribution to the long-term success of the Company and to build stockholder value should have a significant and on-going stake in the Company’s success. In determining equity incentive award grants, the Committee considered market practices among comparable peer group companies as well as our compensation objectives and the desired role of equity compensation in the total compensation of our NEOs. In 2024, the long-term incentive awards for our executives were allocated into time-vesting RSUs and a cash long-term incentive award opportunity. The decision to incorporate a cash long-term incentive during fiscal 2024 was approved by the Compensation Committee to maintain an emphasis on performance-based compensation while maintaining a sustainable equity burn rate profile and to manage the availability of the share reserve of our 2019 Equity Incentive Plan.

  50. RSUs

    RSUs Each of the NEOs received an award of RSUs that vest in annual installments over a three-year period, conditioned upon his continuous service. During 2024, our NEOs were granted the following RSUs:

  51. RSUs

    | Name | Number of RSUs | Grant Date Value($)(1) | | Charles L. Treadway | 2,000,000 | 2,678,700 | | Kyle D. Lorentzen | 780,000 | 1,065,830 | | Justin C. Choi | 380,000 | 508,953 | | Farid Firouzbakht | 240,000 | 321,444 | | Koen ter Linde | 240,000 | 321,444 |

  52. RSUs

    (1) The Company used a conversion price of $2.50 to determine the number of RSUs to be granted; however, the Grant Date Value is determined by the sum of RSUs granted on March 1 and June 1 at FMVs of $1.135 and $1.44, respectively. Additional detail is provided in the SCT for 2024.

  53. Cash Long-Term Incentive Plan

    Cash Long-Term Incentive Plan On May 20, 2024, our Compensation Committee approved the Long-Term Cash Incentive Award opportunity for each of our NEOs. Mr. Treadway and Mr. Lorentzen are eligible to earn a cash incentive award equal to an amount of up to 0.40% and 0.20%, respectively, of the financial benefits to the Company derived from the successful execution of certain corporate and strategic initiatives in 2024. The unique structure applicable to our CEO and CFO reflected their more direct accountability for the financial outcomes of capital structure management and divestiture initiatives. Other NEOs are eligible to earn a cash incentive award to be determined by the Compensation Committee based upon its assessment of management’s performance for the Performance Year in certain key strategic and financial objectives, including capital structure management (including asset sales), achievement of the Company’s EBITDA goals, and achievement of the Company’s cost reduction efforts. The awards for these other executives have a stated target award value and a potential payout rate from 0% to 150% of target based on the Compensation Committee’s assessment of management’s performance. The final amount of any Cash LTIP award, as determined by the Compensation Committee, will be paid in three equal installments in March 2025, September 2025, and March 2026, conditioned on the executive’s continuous employment with the Company through such dates; provided that, in the event of the executive’s death or the executive's employment is terminated by the Company other than for “cause” (as defined in the Agreements) after the Performance Year, any earned but unpaid portion of the award will be paid to the executive (or his estate, as the case may be) in a single lump sum within sixty days following such event (or such later times as provided in the Agreements), conditioned upon the executive’s (i) execution and non-revocation of a release of claims within forty-five days following his termination date and (ii) continued compliance with the restrictive covenants in his severance protection agreement with the Company.

  54. Cash Long-Term Incentive Plan

    | Name | Cash LTIP Value - Target ($) | Cash LTIP Value - Achieved ($) | | Charles L. Treadway | 14,000,000 | 11,650,000 | | Kyle D. Lorentzen | 7,000,000 | 7,200,000 | | Justin C. Choi | 950,000 | 950,000 | | Farid Firouzbakht | 600,000 | 600,000 | | Koen ter Linde | 600,000 | 600,000 |

  55. Cash Long-Term Incentive Plan

    In February 2025, our Compensation Committee evaluated performance against the goals and approved the achieved amounts above, which will be paid in three equal installments (March 2025, September 2025, and March 2026), subject to the continued service of each NEO through the applicable payment date.

  56. Modification of Performance-Based Equity Awards

    Modification of Performance-Based Equity Awards In February 2024, our Compensation Committee reviewed our progress against goals for the 2022 Core Adjusted EBITDA PSUs and the performance-based equity awards granted in 2023 (2023 Core Adjusted EBITDA PSUs), for which payouts are tied to our achievement of cumulative Adjusted EBITDA for 2022 through 2024 and 2023 through 2025, respectively. Following this review, and accounting for significant changes in our business that followed the grant date, the Compensation Committee determined to modify the performance targets for these grants. The 2022 Core Adjusted EBITDA PSUs were eligible to be earned based on our cumulative Adjusted EBITDA for 2022, 2023 and 2024. Participants were eligible to earn a 50% threshold payout for performance equal to 90% of target and a 200% maximum payout for performance equal to 110% of target. As shown below, the Compensation Committee approved changes to goals for the 2022 Core Adjusted EBITDA PSUs after taking into consideration significant changes to our business and strategy that were not anticipated at the time the original award was approved. Modifications to the target level of performance reflect a change only in the 2024 Adjusted EBITDA target included in the Cumulative 3-year total. Modifications of Adjusted EBITDA targets for in-progress and future years maintained accountability for past performance, while enhancing the retention and motivational aspects of our long-term incentive program without granting additional awards to our NEOs.

  57. Modification of Performance-Based Equity Awards

    | Approved Payout Structure for 2022 PSUs | | | Modified Payout Structure for 2022 PSUs | | | | Max (200% Payout) | 110% of Target | $4.758B | Max (200% Payout) | 110% of Target | $3.966B | | Target (100% Payout) | 100% of Target | $4.325B | Target (100% Payout) | 100% of Target | $3.605B | | Threshold (50% Payout) | 90% of Target | $3.893B | Threshold (35% Payout) | 87% of Target | $3.136B |

  58. Modification of Performance-Based Equity Awards

    Similar changes to the 2023 Core Adjusted EBITDA PSUs were approved, with changes impacting the targets for in-progress and future performance periods and no impact on the target Adjusted EBITDA set and already achieved for 2023. Additional details regarding the specific targets and outcomes of the 2023 Core Adjusted EBITDA PSUs will be disclosed in 2026, following the conclusion of the full performance period for those awards. The Compensation Committee considered modifications to these performance-based equity awards the most effective approach for ensuring that our outstanding performance-based programs continued to reinforce our pay-for-performance and retention objectives. In approving the modification to outstanding performance-based awards, the Compensation Committee considered the status of other outstanding equity awards, including EPRG and relative TSR awards, both described below, which were tracking at zero payout, as well as circumstances that resulted in the projected zero payout under adjusted EBITDA performance based awards, which included supply chain challenges and unpredictable customer ordering patterns during the performance period that were not anticipated when goals were established. In evaluating available alternatives for motivating and retaining our NEOs during a critical and transformational year, the Compensation Committee determined that modifying these performance-based awards best supported objectives during the year.

  59. OUTCOMES OF PREVIOUSLY GRANTED PERFORMANCE-BASED LONG-TERM INCENTIVES

    OUTCOMES OF PREVIOUSLY GRANTED PERFORMANCE-BASED LONG-TERM INCENTIVES

  60. 2022 Core Adjusted EBITDA PSUs

    2022 Core Adjusted EBITDA PSUs Following the modification of the 2022 Core Adjusted EBITDA PSUs in February 2024, which is described in greater detail above, NEOs were eligible to earn the target number of PSUs based on the achievement of cumulative Core Adjusted EBITDA of $3.605B for the performance period. In addition, NEOs were eligible to earn 35% of target for threshold achievement of cumulative Adjusted EBITDA of $3.136B. Based on our actual cumulative Core Adjusted EBITDA for 2022 through 2024, the Compensation Committee approved a payout to each NEO equal to 69.7% of their respective target PSUs for the performance period. Core Adjusted EBITDA for 2024 includes the OWN segment and DAS business unit.

  61. 2022 Core Adjusted EBITDA PSUs

    | Name | Target Adj. EBITDA PSUs | Earned Adj. EBITDA PSUs | | Charles L. Treadway | 235,000 | 163,795 | | Kyle D. Lorentzen | 88,280 | 61,532 | | Justin C. Choi | 51,100 | 35,617 | | Farid Firouzbakht | 30,000 | 20,910 | | Koen ter Linde | 13,800 | 9,619 |

  62. 2022 TSR PSUs

    2022 TSR PSUs For a 3-year performance period ending February 28, 2025, NEOs were eligible to earn shares based on our level of total shareholder return relative to the companies included in the S&P 500 benchmark. Our relative TSR fell below the threshold and all of these relative TSR PSUs were forfeited.

  63. 2022 TSR PSUs

    | Name | Target Relative TRS PSUs | Earned Relative TSR PSUs | | Charles L. Treadway | 156,700 | — | | Kyle D. Lorentzen | 58,920 | — | | Justin C. Choi | 34,100 | — | | Farid Firouzbakht | 20,000 | — | | Koen ter Linde | Did not participate | Did not participate |

  64. EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS Each of the Company’s senior officers, including the NEOs, has a severance protection agreement that entitles him or her to receive certain payments and benefits upon a qualifying termination of employment, with enhanced payments if such termination occurs within 24 months following a change in control of the Company, and includes restrictive covenants. In addition, Mr. Treadway has an employment agreement that entitles him to receive certain compensation and benefits, and previously included severance provisions relating to a qualifying termination of employment, including a qualifying termination of employment in connection with a change in control of the Company. In 2022, Mr. Treadway’s employment agreement was amended so that the severance rights and restrictive covenants in his employment agreement were replaced with the severance provisions and restrictive covenants contained in his severance protection agreement. Mr. Treadway’s employment agreement and the severance protection agreements for each of the NEOs are described below under “Potential Payments upon Termination or Change in Control.”

  65. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    SUMMARY COMPENSATION TABLE (SCT) FOR 2024 The following table provides information regarding the compensation that we paid our NEOs for services rendered during the fiscal years ended December 31, 2024, 2023 and 2022.

  66. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) (5) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Charles L. Treadway | 2024 | 1,300,000 | — | 3,967,596 | — | 14,722,615 | — | 63,600 | 20,053,811 | | President, Chief | 2023 | 1,300,000 | — | 10,724,999 | — | 195,000 | — | 80,464 | 12,300,463 | | Executive Officer and Director | 2022 | 1,118,700 | — | 7,237,105 | — | 2,225,263 | — | 18,894 | 10,599,962 | | Kyle D. Lorentzen | 2024 | 692,917 | — | 1,475,039 | — | 8,356,170 | — | 21,294 | 10,545,420 | | Executive VP and | 2023 | 683,000 | — | 3,057,961 | — | 68,300 | — | 20,394 | 3,829,655 | | Chief Financial Officer | 2022 | 666,250 | — | 2,094,411 | — | 839,339 | — | 18,894 | 3,618,894 | | Justin C. Choi | 2024 | 575,000 | — | 766,497 | — | 1,674,822 | — | 21,294 | 3,037,613 | | Senior VP, Chief Legal | 2023 | 575,000 | — | 2,038,672 | — | 46,000 | — | 20,394 | 2,680,066 | | Officer and Secretary | 2022 | 549,180 | — | 1,249,877 | — | 546,201 | — | 18,894 | 2,364,152 | | Farid Firouzbakht (6) | 2024 | 480,810 | — | 634,587 | — | 1,365,450 | — | 21,294 | 2,502,141 | | Former Senior VP & President, OWN | | | | | | | | | | | Koen ter Linde | 2024 | 468,083 | — | 516,660 | — | 1,345,189 | — | 21,294 | 2,351,226 | | Senior VP & President, CCS | | | | | | | | | |

  67. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    (1) Salary reported may differ from the annual base salary rate set for the year due to the fact that changes in base salary may have become effective during the year. For 2024, all salary changes were effective on June 1. (2) Amounts represent the grant date fair value of equity awards, which was computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Amounts for 2024 also include the incremental fair value related to the modification of certain performance-based stock awards in 2024 for all NEOs. See "Modification of Performance-Based Equity Awards" on page 51 for more details on the modification. Refer to Note 16 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for information regarding the assumptions used to value these awards. Assuming the highest level of performance conditions are achieved for the performance-based awards, the grant date stock award values are outlined below:

  68. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    | Year | Mr. Treadway ($) | Mr. Lorentzen ($) | Mr. Choi ($) | Mr. Firouzbakht ($) | Mr. ter Linde ($) | | 2024 | 5,256,492 | 1,884,247 | 1,024,041 | 792,955 | 711,876 | | 2023 | 16,449,498 | 4,690,012 | 3,127,114 | — | — | | 2022 | 11,074,254 | 3,464,910 | 2,047,526 | — | — |

  69. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    (3) Amounts represent AIP bonus and cash awards payments by performance year. The AIP bonus payments for Messrs. Treadway, Lorentzen and Choi in 2024, 2023, and 2022 were 157.6%, 10.0%, and 132.6% of target, respectively. The bonus payments for Messrs. Firouzbakht and ter Linde were 199.0% in 2024. The cash awards payments was 83.2% of target for Mr. Treadway, 102.9% of target for Mr. Lorentzen and at target for Messrs. Choi, Firouzbakht and ter Linde in 2024.

  70. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    | | Non-Equity Incentive Plan Compensation | | | | Name | AIP ($) | Cash Awards ($) | Total ($) | | Charles L. Treadway | 3,072,615 | 11,650,000 | 14,722,615 | | Kyle D. Lorentzen | 1,156,170 | 7,200,000 | 8,356,170 | | Justin C. Choi | 724,822 | 950,000 | 1,674,822 | | Farid Firouzbakht | 765,450 | 600,000 | 1,365,450 | | Koen ter Linde | 745,189 | 600,000 | 1,345,189 |

  71. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    The following table shows all amounts included in the “All Other Compensation” column for 2024 for each NEO:

  72. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    | | All Other Compensation | | | | | | Name | Company Contribution to 401(k) Plan ($) | Life Insurance Premiums ($) | Personal Use of Aircraft ($) | Other Perquisites ($) | Total ($) | | Charles L. Treadway | 20,700 | 594 | 29,469 | 12,837 | 63,600 | | Kyle D. Lorentzen | 20,700 | 594 | — | — | 21,294 | | Justin C. Choi | 20,700 | 594 | — | — | 21,294 | | Farid Firouzbakht | 20,700 | 594 | — | — | 21,294 | | Koen ter Linde | 20,700 | 594 | — | — | 21,294 |

  73. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    The amount in "Other Perquisites" above includes the cost of attending sporting events for Mr. Treadway and his guests. (5) In February 2024, the Committee modified the performance targets for the 2022 Core Adjusted EBITDA PSUs and the 2023 Core Adjusted EBITDA PSUs. Refer to "Modification of Performance-Based Equity Awards" on page 51 for more details on this modification. The amounts included in the Stock Awards and Option Awards columns include, in addition to the grant date value of the awards granted in 2024, the incremental fair values resulting from the equity modifications. The table below sets forth the impact of these modifications:

  74. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    | | | Stock Awards | | | Name | Original Grant Date | Number of Shares Subject to Modification (#) | Fair Value of Modification ($) | | Charles L. Treadway | 3/1/2022 | 235,000 | 460,600 | | | 3/1/2023 | 422,600 | 828,296 | | Kyle D. Lorentzen | 3/1/2022 | 50,000 | 98,000 | | | 6/1/2022 | 38,280 | 75,029 | | | 3/1/2023 | 120,500 | 236,180 | | Justin C. Choi | 3/1/2022 | 31,300 | 61,348 | | | 6/1/2022 | 19,800 | 38,808 | | | 3/1/2023 | 80,300 | 157,388 | | Farid Firouzbakht | 3/1/2022 | 30,000 | 58,800 | | | 3/1/2023 | 50,800 | 99,568 | | Koen ter Linde | 3/1/2022 | 13,800 | 27,048 | | | 6/1/2023 | 85,800 | 168,168 |

  75. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    (6) Mr. Firouzbakht served as our Senior VP & President, OWN, until the completion of the sale of our OWN segment to Amphenol on January 31, 2025. In anticipation of this transaction, the Committee amended certain equity awards held by certain OWN employees, including Mr. Firouzbakht, so that they would receive pro rata vesting through the end of the month in which the closing date of the transaction occurred. The amounts included in the Stock Awards column for Mr. Firouzbakht for 2024 include, in addition to the grant date value of the awards granted to Mr. Firouzbakht in 2024, the incremental fair values resulting from the equity modifications to certain of Mr. Firouzbakht's awards. The table below sets forth the impact of these modifications:

  76. SUMMARY COMPENSATION TABLE (SCT) FOR 2024

    | | | Stock Awards | | | Equity Vehicle | Original Grant Date | Number of Shares Acquired at Pro-rata Vesting (#) | Fair Value of Modification ($) | | 2022 RSU | 3/1/2022 | 11,111 | 19,444 | | 2023 RSU | 3/1/2023 | 11,288 | 19,754 | | 2023 RSU | 6/1/2023 | 12,711 | 22,244 | | 2024 RSU | 3/1/2024 | 17,600 | 30,800 | | 2024 RSU | 6/1/2024 | 35,733 | 62,533 |

  77. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024

  78. GRANTS OF PLAN-BASED AWARDS IN 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/sh) | ($) | | Charles L. Treadway | | | | | | | | | | | | | | 2024 AIP(1) | | | 877,500 | 1,950,000 | 4,095,000 | — | — | — | — | — | — | — | | 2024 RSU(2) | 3/1/2024 | 2/27/2024 | — | — | — | — | — | — | 660,000 | — | — | 749,100 | | 2024 Cash LTIP(3) | 5/20/2024 | 5/7/2024 | — | 14,000,000 | — | — | — | — | — | — | — | — | | 2024 RSU(2) | 6/1/2024 | 5/21/2024 | — | — | — | — | — | — | 1,340,000 | — | — | 1,929,600 | | Modified Awards(4) | | 2/27/2024 | — | — | — | — | — | — | 657,600 | — | — | 1,288,896 | | Kyle D. Lorentzen | | | | | | | | | | | | | | 2024 AIP(1) | | | 330,044 | 733,750 | 1,540,206 | — | — | — | — | — | — | — | | 2024 RSU(2) | 3/1/2024 | 2/27/2024 | — | — | — | — | — | — | 188,100 | — | — | 213,494 | | 2024 Cash LTIP(3) | 5/20/2024 | 5/7/2024 | — | 7,000,000 | — | — | — | — | — | — | — | — | | 2024 RSU(2) | 6/1/2024 | 5/21/2024 | — | — | — | — | — | — | 591,900 | — | — | 852,336 | | Modified Awards(4) | | 2/27/2024 | — | — | — | — | — | — | 208,780 | | | 409,209 | | Justin C. Choi | | | | | | | | | | | | | | 2024 AIP(1) | | | 207,000 | 460,000 | 966,000 | — | — | — | — | — | — | — | | 2024 RSU(2) | 3/1/2024 | 2/27/2024 | — | — | — | — | — | — | 125,400 | — | — | 142,329 | | 2024 Cash LTIP(3) | 5/20/2024 | 5/7/2024 | — | 950,000 | — | — | — | — | — | — | — | — | | 2024 RSU(2) | 6/1/2024 | 5/21/2024 | — | — | — | — | — | — | 254,600 | — | — | 366,624 | | Modified Awards(4) | | 2/27/2024 | — | — | — | — | — | — | 131,400 | — | — | 257,544 | | Farid Firouzbakht | | | | | | | | | | | | | | 2024 AIP(1) | | | 173,092 | 384,648 | 807,761 | — | — | — | — | — | — | — | | 2024 RSU(2) | 3/1/2024 | 2/27/2024 | — | — | — | — | — | — | 79,200 | — | — | 89,892 | | 2024 Cash LTIP(3) | 5/20/2024 | 5/7/2024 | — | 600,000 | — | — | — | — | — | — | — | — | | 2024 RSU(2) | 6/1/2024 | 5/21/2024 | — | — | — | — | — | — | 160,800 | — | — | 231,552 | | Modified Awards (4) | | 2/27/2024 | — | — | — | — | — | — | 80,800 | — | — | 158,368 | | Modified Awards(5) | | 7/18/2024 | — | — | — | — | — | — | 88,443 | — | — | 154,775 | | Koen ter Linde | | | | | | | | | | | | | | 2024 AIP(1) | | | 168,510 | 374,467 | 786,380 | — | — | — | — | — | — | — | | 2024 RSU(2) | 3/1/2024 | 2/27/2024 | — | — | — | — | — | — | 79,200 | — | — | 89,892 | | 2024 Cash LTIP(3) | 5/20/2024 | 5/7/2024 | — | 600,000 | — | — | — | — | — | — | — | — | | 2024 RSU(2) | 6/1/2024 | 5/21/2024 | — | — | — | — | — | — | 160,800 | — | — | 231,552 | | Modified Awards(4) | | 2/27/2024 | — | — | — | — | — | — | 99,600 | — | — | 195,216 |

  79. GRANTS OF PLAN-BASED AWARDS IN 2024

    (1) Reflects the range of awards that could potentially have been earned during 2024 under our AIP. The “Threshold” column represents the minimum amount payable when threshold performance is met. The amounts actually earned are included under the column titled “Non-Equity Incentive Plan Compensation” in our SCT for 2024. (2) Reflects RSUs granted in 2024, which vest in equal installments over three years. (3) Reflects potential payout at target performance for the Cash LTIP awards. These awards are based on the achievement of specific strategic and financial objectives during the performance period ending December 31, 2024. The amounts actually earned are included under the column titled "Non-Equity Incentive Plan Compensation" in our SCT for 2024. (4) Reflects the incremental fair values resulting from the equity modifications to certain awards, as discussed in more detail in footnote 5 to the SCT. (5) Reflects the incremental fair values resulting from additional equity modifications to certain awards, as discussed in more detail in footnote 6 to the SCT.

  80. NARRATIVE SUPPLEMENT TO SCT FOR 2024 AND GRANTS OF PLAN-BASED AWARDS IN 2024 TABLE

    NARRATIVE SUPPLEMENT TO SCT FOR 2024 AND GRANTS OF PLAN-BASED AWARDS IN 2024 TABLE The terms of our cash incentive plans and equity incentive awards are described under “—Principal Elements of Compensation” above, and our employment and severance protection agreements are described under “—Potential Payments upon Termination or Change in Control—Employment and Severance Protection Agreements” below.

  81. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table provides information regarding option and stock awards held by our NEOs as of December 31, 2024.

  82. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Charles L. Treadway | 3/1/2022 | | | | | | 294,362 | 1,533,626 | 156,700 | 204,102(5)(6) | | | 3/1/2023 | | | | | | 281,734 | 1,467,834 | 704,300 | 1,467,787(5)(6) | | | 6/1/2023 | | | | | | 317,467 | 1,654,003 | — | — | | | 3/1/2024 | | | | | | 660,000 | 3,438,600 | — | — | | | 6/1/2024 | | | | | | 1,340,000 | 6,981,400 | — | — | | Kyle D. Lorentzen | 1/4/2021 | | | | | | — | — | 86,660 | 451,499(4) | | | 3/1/2022 | | | | | | 62,650 | 326,407 | 33,400 | 43,504(5)(6) | | | 6/1/2022 | | | | | | 26,682 | 139,013 | 25,520 | 33,240(5)(6) | | | 3/1/2023 | | | | | | 80,334 | 418,540 | 200,800 | 418,493(5)(6) | | | 6/1/2023 | | | | | | 90,534 | 471,682 | — | — | | | 3/1/2024 | | | | | | 188,100 | 980,001 | — | — | | | 6/1/2024 | | | | | | 591,900 | 3,083,799 | — | — | | Justin C. Choi | 3/1/2022 | | | | | | 39,184 | 204,149 | 20,900 | 27,222(5)(6) | | | 6/1/2022 | | | | | | 13,801 | 71,903 | 13,200 | 17,193(5)(6) | | | 3/1/2023 | | | | | | 53,534 | 278,912 | 133,900 | 278,996(5)(6) | | | 6/1/2023 | | | | | | 60,334 | 314,340 | — | — | | | 3/1/2024 | | | | | | 125,400 | 653,334 | — | — | | | 6/1/2024 | | | | | | 254,600 | 1,326,466 | — | — | | Farid Firouzbakht | 2/27/2017 | 4,662 | | | 37.97 | 2/27/2027 | — | — | — | — | | | 3/1/2018 | 5,408 | | | 38.34 | 3/1/2028 | — | — | — | — | | | 5/15/2019 | 51,250 | | | 18.60 | 5/15/2029 | — | — | — | — | | | 3/1/2022 | | | | | | 37,577 | 195,776 | 20,000 | 26,050(5)(6) | | | 3/1/2023 | | | | | | 33,867 | 176,447 | 84,700 | 176,489(5)(6) | | | 6/1/2023 | | | | | | 38,134 | 198,678 | — | — | | | 3/1/2024 | | | | | | 79,200 | 412,632 | — | — | | | 6/1/2024 | | | | | | 160,800 | 837,768 | — | — | | Koen ter Linde | 5/15/2019 | 32,050 | | | 18.60 | 5/15/2029 | — | — | — | — | | | 3/1/2022 | | | | | | 20,319 | 105,862 | — | — | | | 6/1/2023 | | | | | | 95,267 | 496,341 | 143,000 | 176,489(5)(6) | | | 3/1/2024 | | | | | | 79,200 | 412,632 | | — | | | 6/1/2024 | | | | | | 160,800 | 837,768 | — | — |

  83. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    (1) Represents options that were fully vested as of December 31, 2024. (2) Represents RSUs granted in 2022, 2023 and 2024 and PSUs granted in 2022 that are eligible for vesting. The RSUs vest, subject to the continued employment of the NEO, annually over three years beginning on the first anniversary of the grant date. The Core Adjusted EBITDA PSUs granted in 2022 were based on cumulative Core Adjusted EBITDA for the 2022-2024 fiscal years (including OWN and DAS), making 69.7% of the granted PSUs eligible for vesting on June 1, 2025. (3) Represents PSUs granted in 2021, 2022 and 2023. (4) The EPRG PSUs granted in 2021 vest based upon a combination of achievement of various average stock price hurdles ranging from a low of $15 and a high of $40 and continued service over a four-year period. (5) The TSR PSUs are reflected at threshold performance and were granted in 2022 and 2023 vest on June 1, 2025 and June 1, 2026, respectively, based on the achievement of goals relating to our TSR ranking relative to the TSR for the companies, other than the Company, comprising the S&P 500 over a three-year period from March 1, 2022 through February 28, 2025 for the 2022 grant and March 1, 2023 through February 28, 2026 for the 2023 grant. (6) The Core Adjusted EBITDA PSUs are reflected at threshold performance and were granted in 2023 are based on cumulative Core Adjusted EBITDA for the 2023-2025 fiscal years and vest on June 1, 2026.

  84. OPTION EXERCISES AND STOCK VESTED FOR 2024

    OPTION EXERCISES AND STOCK VESTED FOR 2024 The following table provides information concerning the exercise of stock options and vesting of stock awards during the year ended December 31, 2024. No options were exercised by our NEOs during 2024.

  85. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Charles L. Treadway | — | — | 430,166 | 619,439 | | Kyle D. Lorentzen | — | — | 139,700 | 247,213 | | Justin C. Choi | — | — | 91,933 | 124,483 | | Farid Firouzbakht | — | — | 52,666 | 75,839 | | Koen ter Linde | — | — | 66,489 | 95,744 |

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  87. Ceo PAY RATIO

    Ceo PAY RATIO Under Commission rules, we are required to calculate and disclose the ratio of our median employee’s annual total compensation to the total annual compensation of our Chief Executive Officer. In 2024, our employee population decreased significantly mainly due the sale of our Home business and CommScope NEXT restructuring actions. To identify our median employee, we compiled a list of all worldwide full-time, part-time, seasonal and temporary employees employed by us and our consolidated subsidiaries as of October 31, 2024. The compensation measure we used to determine our median employee included annual base salary as of October 31, 2024; an estimate of overtime based on average overtime worked considering the job position and country of the employee; and incentive compensation based on targets. We believe this compensation measure is a reasonable measure that can be consistently applied to our over 20,000 employees across the world in order to yield an accurate representation of our median employee. Mr. Treadway had 2024 annual total compensation of $20,053,811 as reflected in the SCT included in this Proxy Statement. Our median employee’s annual total compensation for 2024, calculated in the same manner as compensation in the SCT, was $15,328. As a result, Mr. Treadway’s annual total compensation is 1,308 times that of our median employee. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Commission rules. We have a team of over 20,000 employees to serve customers in over 100 countries through an extensive network of manufacturing and distribution facilities strategically located around the globe. We utilize lower-cost geographies for high labor content products while investing in largely automated plants in higher-cost regions close to customers. Most of our manufacturing employees are located in lower-cost geographies such as Mexico, China, India and the Czech Republic and are compensated at the market rate based on their geographic location and their job type. This drives a higher pay ratio between our median employee and our Chief Executive Officer when compared to companies with primarily United States operations or those businesses that are not as labor intensive. To provide more comparability, we believe it is useful to present a supplemental calculation using the same methodology as above except that it includes only our employees in the United States. Using this methodology, the median U.S. employee identified had a pay of $115,333 in 2024, resulting in a pay ratio calculation of 174:1.

  88. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Background Item 402(v) of the Commission’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive “compensation actually paid” (CAP) and our performance against several specific financial metrics. We have included the table and disclosure below in accordance with the final rule, which was effective on October 11, 2022. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2024 (which is different than the financial metrics we are required to include in the tables and discussion below) and our pay-for-performance philosophy, please refer to the “Compensation Discussion and Analysis.”

  89. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  90. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for First PEO ($)(1) | Compensation Actually Paid to First PEO ($)(1)(2) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to Second PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(5) | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | Net Income (Loss) (in millions) ($) | Adjusted EBITDA (including OWN and DAS) (in millions) ($)(8) | | 2024 | 20,053,811 | 29,563,977 | — | — | 4,609,100 | 6,517,036 | 36.72 | 191.35 | (315.5) | 1,095.1 | | 2023 | 12,300,463 | 440,798 | — | — | 2,930,969 | 1,008,157 | 19.87 | 139.48 | (1,506.8) | 996.6 | | 2022 | 10,599,962 | 4,965,937 | — | — | 2,916,369 | 2,231,441 | 51.80 | 119.54 | (1,286.9) | 1,223.4 | | 2021 | 2,865,860 | 570,304 | — | — | 2,184,701 | 1,190,693 | 77.80 | 150.30 | (462.6) | 1,043.3 | | 2020 | 9,202,061 | 16,089,942 | 2,926,454 | (1,050,842) | 1,607,849 | 1,288,250 | 94.43 | 101.01 | (573.4) | 1,083.9 |

  91. PAY VERSUS PERFORMANCE TABLE

    (1) The named executive officers included in the above table were:

  92. PAY VERSUS PERFORMANCE TABLE

    | Year | First Primary Executive Officer (First PEO) | Second PEO | Non-PEO NEOs | | 2024 | Charles L. Treadway | | Kyle D. Lorentzen, Justin C. Choi, Farid Firouzbakht and Koen ter Linde | | 2023 | Charles L. Treadway | | Kyle D. Lorentzen, Justin C. Choi, Bartolomeo A. Giordano and Gonzaga J. Chow | | 2022 | Charles L. Treadway | | Kyle D. Lorentzen, Markus R. Ogurek, Justin C. Choi and John R. Carlson | | 2021 | Charles L. Treadway | | Kyle D. Lorentzen, Alexander W. Pease, Justin C. Choi, Morgan C.S. Kurk, Robyn T. Mingle and Brooke B. Clark | | 2020 | Charles L. Treadway | Marvin S. Edwards, Jr. | Alexander W. Pease, John R. Carlson, Frank B. Wyatt, II, Morgan C.S. Kurk, Frank M. Drendel and Jeffrey M. White |

  93. PAY VERSUS PERFORMANCE TABLE

    (2) Amounts represent CAP to Mr. Treadway, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Treadway during the applicable year. As required by the rules of the Commission, the CAP amount for each year is determined by adding (or subtracting, as applicable) the following to the SCT total compensation for the relevant year: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The adjustments to determine CAP for 2024 for Mr. Treadway are as follows:

  94. PAY VERSUS PERFORMANCE TABLE

    | | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(3,967,596) | | Fair value of awards granted during the year that remain outstanding and unvested as of year-end | 10,420,000 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | 2,376,795 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during the year | (593,629) | | Fair value of awards granted in prior years that were forfeited during the year | (14,300) | | Incremental fair value of awards modified during year | 1,288,896 | | Total | $9,510,166 |

  95. PAY VERSUS PERFORMANCE TABLE

    Amounts represent CAP to Mr. Edwards, as calculated in accordance with Item 401(v) of the Commission's Regulation S-K. The dollar amount does not reflect the actual amount of compensation earned by or paid to Mr. Edwards during the applicable year. As required by the rules of the Commission, adjustments were made to the SCT total compensation for the applicable year using the same methodology as described above in footnote 2. (4) Amounts represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. These non-CEO NEOs are identified above in footnote 1. (5) Amounts represent the average of the CAP amounts for the non-PEO NEOs as a group, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. As required by the rules of the Commission, the following adjustments were made to the SCT total compensation for 2024 to determine the average CAP for the non-PEO NEOs, using the same methodology as described above in footnote 2:

  96. PAY VERSUS PERFORMANCE TABLE

    | | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(3,392,783) | | Fair value of awards granted during the year that remain outstanding and unvested as of year-end | 8,544,400 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | 1,761,279 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during the year | (454,154) | | Fair value of awards granted in prior years that were forfeited during the year | (2,111) | | Incremental fair value of awards modified during the year | 1,175,112 | | Total | $7,631,743 |

  97. PAY VERSUS PERFORMANCE TABLE

    (6) Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Standard & Poor’s 1500 Communications Equipment Index. (8) Adjusted EBITDA (including OWN and DAS) consists of adjusted EBITDA from continuing operations but including the OWN and DAS business”. See the aggregation of Adjusted EBITDA included in Appendix A hereto. Amounts shown in the table for prior years were calculated in the same manner. As described in the “Compensation Discussion and Analysis,” the Compensation Committee uses a number of performance measures to evaluate performance under our compensation programs, but the Company has determined that Adjusted EBITDA (including OWN and DAS) is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to Company performance. List of Most Important Financial Measures The financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to company performance, are as follows: • Adjusted EBITDA (including OWN and DAS) • Core Adjusted EBITDA • Revenue • TSR Relationship Between CAP and Performance Measures The following charts demonstrate the relationship between CAP to Mr. Treadway (PEO 1), Mr. Edwards (PEO 2) and average compensation paid to other NEOs (NEO Avg) and various performance measures of the Company for the years ended December 31, 2024, 2023, 2022, 2021 and 2020.

  98. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE The following table includes information regarding outstanding equity awards under the 2019 Plan, and the CommScope Holding Company, Inc., Amended and Restated 2013 Long-Term Incentive Plan (the Prior Plan), as of March 3, 2025 (without giving effect to approval of the additional 6.2 million shares to be added to the 2019 Plan under this Proposal):

  99. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    | | Existing Plans(1) | | Total shares underlying outstanding stock options | 1,420,932 | | Weighted-average exercise price of outstanding stock options | $25.34 | | Weighted-average remaining contractual life of outstanding stock options | 1.2 years | | Total shares underlying time-based outstanding unvested full value awards | 16,071,790 | | Total shares underlying performance-based outstanding full value awards | 5,695,609(2) | | Total shares currently available for grant | 1,683,494(3) | | Common stock outstanding | 216,560,568(4) | | Market closing price of common stock | $4.94(4) |

  100. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    (1) Includes information regarding all outstanding equity awards under the 2019 Plan, the Prior Plan, and the ARRIS Plan, and the shares available for future awards under the 2019 Plan. No other plans have awards outstanding or shares available for future awards. (2) Assumes performance-based awards will vest and pay out based on target performance levels being achieved. (3) Represents shares available for future awards under the 2019 Plan. No future awards may be issued under the Prior Plan or the ARRIS Plan. No equity awards will be issued between March 3, 2025, and the date of the Annual Meeting. (4) As of the record date, March 12, 2025.