DEF 14A of Vistance Networks, Inc., Mar 25, 2024

DEF 14A of Vistance Networks, Inc.

Filed Mar 25, 2024 · FY20230001193125-24-076475

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 8, 2024. 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.

  4. How to Cast Your Vote

    | 2 | 2024 Proxy Statement | |

  5. How to Cast Your Vote

    See the “Questions and Answers About the Annual Meeting and Voting” section for more details. Board Nominees (page 19) 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.

  6. How to Cast Your Vote

    | | | | | Committees | | | | | | Age | Tenure | Independent | Audit | Compensation | Nominating and Corporate Governance | Other Public Company Boards | | Carlyle Nominee | | | | | | | | | Scott H. Hughes | 38 | 2024 | ✓ | | ✓ | | 0 | | Patrick R. McCarter | 49 | 2020 | ✓ | | | ✓ | 1 | | Nominees | | | | | | | | | Stephen C. Gray | 65 | 2011 | ✓ | | C | | 0 | | L. William Krause | 81 | 2011 | ✓ | | ✓ | ✓ | 0 | | Joanne M. Maguire | 70 | 2016 | ✓ | | | C | 2 | | Thomas J. Manning | 68 | 2014 | ✓ | ✓ | | | 2 | | Derrick A. Roman | 60 | 2021 | ✓ | C | | | 1 | | Charles L. Treadway | 58 | 2020 | | | | | 0 | | Claudius E. Watts IV, Chairman | 62 | 2011 | | | | | 0 | | Timothy T. Yates | 76 | 2013 | L | ✓ | | | 0 |

  7. How to Cast Your Vote

    L Lead Independent Director C Chair

  8. 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 9, 2024. 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 2025 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 below summarize the experience, qualifications, areas of expertise or skills that the Board of Directors used to determine that the person should serve as a director.

  9. ELECTION OF DIRECTORS

    | 18 | 2024 Proxy Statement | |

  10. 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

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

    | Scott H. Hughes Age: 38 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) | | Patrick R. McCarter Age: 49 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 • ZoomInfo Technologies Inc. (NASDAQ: ZI) (2018-present) Other Directorships • Saama (2022-present). • Jagex Limited (2022-present) • HireVue, Inc. (2019-present) • Ampere Computing LLC (2017-present) • Veritas Technologies LLC (2016-present) |

  12. 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.

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

    | | 2024 Proxy Statement | 19 |

  14. 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

  15. 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: 65 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) • Involta, (2010-present) • Wyyerd Group, LLC (2021-2023) (Chair) • ImOn Communications, LLC (Vice-Chair) (2007-2022) • HH Ventures, LLC (d/b/a ReadyMobile LLC) (Chair) (2009-2020) • SecurityCoverage, Inc. (Chair) (2005-2019) • Syniverse Holdings, Inc. (2011-2018) |

  16. 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: 81 Director Since: 2011 Committees: - Compensation - Nominating and Corporate Governance | Professional Experience • President of LWK Ventures, a private advisory and investment firm (1991-present) • Senior Advisor to The Carlyle Group LP (2010-present) • Board Partner at Andreesen Horowitz (2014-present) • CEO (1981-1990) and Chair (1987-1993) of 3Com Corporation, a global data networking company Other Current Public Company Directorships • None Other Directorships • Veritas Holding, Ltd (2016-present) • Coherent, Inc., (NASDAQ: COHR) (2009-2019) • Brocade Communication Systems, Inc. (NASDAQ: BRCD) (now Broadcom Inc.) (2004-2017) • Core-Mark Holding Company, Inc. (NASDAQ: CORE) (2005-2014) |

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

    | 20 | 2024 Proxy Statement | |

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

    | Joanne M. Maguire Age: 70 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) • Tetra Tech, Inc. (NASDAQ: TTEK) (2016-present) Other Directorships • Charles Stark Draper Laboratory (2013-2022) • Freescale Semiconductor, Ltd. (2013-2015) |

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

    | Thomas J. Manning Age: 68 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) |

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

    | | 2024 Proxy Statement | 21 |

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

    | Derrick A. Roman Age: 60 Director Since: 2021 Committees: - Audit (Chair) | 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 “2021 Most Influential Black Corporate Directors” (2021) 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-Present) • National Constitution Center Board of Trustees (2000-Present) |

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

    | Charles L. Treadway Age: 58 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 |

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

    | 22 | 2024 Proxy Statement | |

  24. 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: 62 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 |

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

    | Timothy T. Yates Age: 76 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 • Monster Worldwide, Inc. (NASDAQ: MWW) (2007-2016) • Symbol Technologies, Inc. (2006-2007) • Blue Goji (2014-present) • Jay Heritage Center (2019-present) • Soapply, Inc. (2021-present) • Seaboard Associates (1975-present) • Cyndx, Inc. (2017-present) |

  26. 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.

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

    | | 2024 Proxy Statement | 23 |

  28. 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, our non-employee directors receive an annual grant of RSUs on the date of the annual stockholders’ meeting. The RSUs vest on the date of the next annual meeting or, if earlier, the first anniversary of the grant date. If a director joins the Board or changes roles between stockholders’ meetings, the director fees and stock retainer are prorated. Each of the cash retainer and the stock retainer amounts for 2023 remained unchanged from the prior year.

  29. DIRECTOR COMPENSATION

    | 30 | 2024 Proxy Statement | |

  30. DIRECTOR COMPENSATION

    The following tables summarize our non-employee director compensation for 2023:

  31. 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 |

  32. 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. |

  33. DIRECTOR COMPENSATION

    | (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. |

  34. DIRECTOR COMPENSATION

    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 2023, Mr. Watts received 117,000 RSUs that vest annually over three years beginning on the first anniversary of the grant date, subject to Mr. Watts’ continued service. In addition, in 2023, Mr. Watts received 55,000 Core Adjusted EBITDA PSUs and 36,700 TSR PSUs. The 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, and the TSR PSUs are eligible to vest on June 1, 2026 based upon the achievement of goals related to our TSR ranking relative to the TSR of the companies, other than the Company, comprising the S&P 500 over a three-year period from March 1, 2023 through February 28, 2026. 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:

  35. DIRECTOR COMPENSATION

    | • | 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 |

  36. DIRECTOR COMPENSATION

    | • | 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. |

  37. DIRECTOR COMPENSATION

    | | 2024 Proxy Statement | 31 |

  38. DIRECTOR COMPENSATION

    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.

  39. DIRECTOR COMPENSATION TABLE FOR 2023

    DIRECTOR COMPENSATION TABLE FOR 2023

  40. DIRECTOR COMPENSATION TABLE FOR 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Claudius E. Watts IV (Chair) | — | — | 2,035,895 | 2,035,895 | | Mary S. Chan(3) | 110,000 | 200,000 | — | 310,000 | | Frank M. Drendel | 32,625 | — | — | 32,625 | | Stephen C. Gray | 100,000 | 200,000 | — | 300,000 | | L. William Krause | 110,000 | 200,000 | — | 310,000 | | Mindy Mackenzie(4) | — | — | — | — | | Joanne M. Maguire | 105,000 | 200,000 | — | 305,000 | | Thomas J. Manning | 105,000 | 200,000 | — | 305,000 | | Patrick R. McCarter(4) | — | — | — | — | | Derrick A. Roman | 114,563 | 200,000 | — | 314,563 | | Timothy T. Yates | 140,438 | 200,000 | — | 340,438 |

  41. DIRECTOR COMPENSATION TABLE FOR 2023

    | (1) We granted each non-employee director 47,170 RSUs in 2023 which will vest May 1, 2024. Amounts represent the grant date fair value of these RSUs, which was computed in accordance with FASB ASC Topic 718. No directors held stock options. |

  42. DIRECTOR COMPENSATION TABLE FOR 2023

    | (2) Mr. Watts is employed by the Company and did not receive compensation for his service as a director in 2023. Amounts paid in 2023 are related to Mr. Watts’ 2023 employment, including $620,400 in salary, a $18,612 company contribution to the 401(k) plan, and a $594 life insurance premium. Also included is the $650,900 grant date fair value of Mr. Watts’ 117,000 RSUs, the $390,500 grant date fair value of Mr. Watts’ 55,000 Core Adjusted EBITDA PSUs and the $354,889 grant date fair value of Mr. Watts’ 36,700 TSR PSUs, which were granted to him in 2023 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, 2023 and vest subject to his continued service annually over three years beginning on the first anniversary of the grant date. Mr. Watts’ Core Adjusted EBITDA PSUs and TSR PSUs were also granted on March 1, 2023 and the Core Adjusted EBITDA PSUs vest based on achievement of cumulative Core Adjusted EBITDA goals for the three-year period covering fiscal years 2023, 2024 and 2025. The TSR PSUs vest on June 1, 2026 based upon the achievement of goals relating to our TSR ranking relative to the TSR of the companies, other than the Company, comprising the S&P 500, over a three-year period from March 1, 2023 through February 28, 2026. As of December 31, 2023, in addition to these 2023 RSUs, Core Adjusted EBITDA PSUs and TSR PSUs, Mr. Watts held 154,000 EPRG PSUs granted to him in 2020 that remained unvested and are eligible to vest upon achievement of certain hurdles relating to our stock price (ranging from a low of $15 and a high of $40, with the $15 and $20 average price hurdles being previously met in 2021) and his continued service over a four-year period. |

  43. DIRECTOR COMPENSATION TABLE FOR 2023

    | (3) On November 17, 2023, Ms. Chan resigned as a director due to her appointment as chief operating officer for Nikola Corporation. |

  44. DIRECTOR COMPENSATION TABLE FOR 2023

    | (4) Ms. Mackenzie and Mr. McCarter, as directors selected by Carlyle, did not receive director compensation from the Company. On February 14, 2024, Ms. Mackenzie resigned as a director. |

  45. DIRECTOR COMPENSATION TABLE FOR 2023

    | 32 | 2024 Proxy Statement | |

  46. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Base salary for Mr. Treadway was increased by 14.3% to align with the median salary of our peer group, and Mr. Giordano’s salary was increased by 16.2% in connection with his appointment as head of NICS. The base salary increase was 3% for Mr. Choi and less than 1% for Mr. Lorentzen. Mr. Chow did not receive a base salary increase. |

  47. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Short-term incentives under our 2023 AIP were earned at 10.0% of target for Messrs. Treadway, Lorentzen and Choi, whose payouts are tied to our Core performance. This payout reflects only the achievement of the NEOs’ strategic objectives and no achievement of the financial performance components, which aligns with our disappointing financial performance in 2023. The strategic objectives that were achieved were established by the Compensation Committee and were tied to ESG initiatives in our CommScope NEXT transformation plan. Mr. Giordano earned 179.1% in 2023 AIP due to the NICS segment’s strong financial performance in 2023 and Mr. Chow earned 25.0% of his target, based on his achievement for his Home segment strategic goals. |

  48. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Our NEOs were granted long-term incentives in an equally weighted mix of time-vesting RSUs and performance-based equity with multi-year goals. |

  49. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | 50% of the target long-term incentive value granted to our NEOs was in the form of RSUs that vest over three years, conditioned on continued service. |

  50. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | 50% of the target long-term incentive value granted to our NEOs was in the form of PSUs with multi-year performance goals. |

  51. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | 20% of the target long-term incentive value was in the form of TSR PSUs, which are eligible to vest based upon our TSR ranking relative to the TSR of the companies, other than the Company, comprising the S&P 500 over a three-year period from March 1, 2023 through February 28, 2026. |

  52. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | 30% of the target long-term incentive value was in the form of Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs), which are eligible to vest based upon achievement of cumulative Core Adjusted EBITDA goals (or for Mr. Chow, Home segment Adjusted EBITDA goals) for the three-year period covering fiscal years 2023, 2024 and 2025. |

  53. SAY-ON-PAY RESULTS AND CONSIDERATION OF STOCKHOLDER SUPPORT

    SAY-ON-PAY RESULTS AND CONSIDERATION OF STOCKHOLDER SUPPORT The Company’s management team is available and meets regularly with investors to discuss a variety of business, industry and competitive dynamics. During the course of these discussions, the Company seeks to gather feedback on its executive compensation and governance programs to ensure that our interests are aligned with those of the stockholders. In 2023, the Company received 98% support for its say-on-pay proposal, consistent with the 98% support in 2022. We believe this reflects our responsiveness to the feedback we heard through our stockholder outreach initiatives and the changes the Compensation Committee made to our executive compensation programs for 2022, which were repeated in 2023. Our NEO compensation program for fiscal 2023 included a competitive mix of RSUs and PSUs with absolute and relative goals, both measured over three-year performance periods. In addition, the AIP opportunity for our NEOs continued to include a strategic weighting in 2023, which can be earned based on our level of achievement of environmental and social goals tied to our CommScope NEXT transformation plan. Our Compensation Committee’s objectives in finalizing our 2023 compensation program for NEOs included providing a market competitive compensation program that aligns with investor expectations and supports a strong pay-for-performance culture.

  54. 2023 COMPENSATION ELEMENTS AND OUTCOMES

    2023 COMPENSATION ELEMENTS AND OUTCOMES The table below summarizes the primary elements of our executive compensation program for 2023. The 2023 outcomes of the incentive opportunities provided to our NEOs reflect our current year results as well as our focus on delivering long-term results. Specifically, the incentives earned under our 2023 AIP were significantly below target due to our Core Adjusted EBITDA and Core Revenue results. The TSR PSUs and Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs) are not eligible to vest until completion of the three-year performance period (the period from March 1, 2023 until February 28, 2026 for the TSR PSUs and fiscal years 2023-2025 for the Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs)). In 2023, we granted time-based RSUs, TSR PSUs and Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs) that were similar to the awards granted in 2022, although the Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs) had different performance goals. Other equity awards granted in prior years that remained outstanding in 2023 included PSUs, which we refer to as EPRG PSUs, that are eligible to vest based upon the achievement of various stock price hurdles (ranging from a low of $15 for Messrs. Treadway and Lorentzen and $17.50 for Messrs. Choi and Chow, to a high of $40) and continued service over a four-year period. The EPRG PSUs will require continued service from these NEOs and significant growth in our stock price in order to vest fully. Mr. Giordano did not receive EPRG PSUs. The time-based RSUs provide ongoing alignment of the executives’ compensation with stockholder returns.

  55. OUR PAY-FOR-PERFORMANCE APPROACH

    OUR PAY-FOR-PERFORMANCE APPROACH The compensation programs approved by our Compensation Committee emphasize pay-for-performance over a longer-term time horizon and based on the realized value under incentive programs through the prominence of variable, at-risk compensation. AIP bonus awards and long-term equity awards are intended to ensure that total compensation reflects the overall level of success of the Company and are intended to motivate the NEOs to meet and exceed pre-established target levels of performance for each measure. We seek to select performance metrics in our AIP and our long-term incentive program that support the Company’s strategy.

  56. OUR PAY-FOR-PERFORMANCE APPROACH

    | Compensation Element | Purpose | | Base Salary | Recognize performance of job responsibilities as well as attract and retain individuals with superior talent. | | AIP Bonus Awards | Provide short-term incentives linked directly to achievement of financial objectives. Our NEOs’ 2023 AIP, with the exception of Mr. Giordano and Mr. Chow, was based on the following metrics: • 70% on Core Adjusted EBITDA; • 20% on Core Revenue; and • 10% on strategic objectives tied to CommScope NEXT. Core Adjusted EBITDA and Core Revenue are the aggregate Adjusted EBITDA and revenue results, respectively, of our CCS, OWN, NICS and ANS segments. As a result of the divesture of the Home segment, our results are now reported based on continuing operations. Core Revenue aligns with Revenue from continuing operations, but Core Adjusted EBITDA does not align with Adjusted EBITDA because Core Adjusted EBITDA excludes general corporate costs that were previously allocated to the Home segment that are now included within continuing operations. The 2023 AIP for Mr. Giordano, who is the NICS segment leader, was based 70% on the Adjusted EBITDA for the NICS segment, 20% on revenue for the NICS segment, and 10% on corporate strategic objectives. The 2023 AIP for Mr. Chow, who was the Home segment leader, was based 50% on the Adjusted EBITDA for the Home segment and 50% on Home segment strategic objectives. | | Equity Incentive Awards | Directly link senior management’s and stockholders’ interests by tying long-term incentive to stock price appreciation. All NEOs received two different types of PSUs in 2023: • TSR PSUs, which are eligible to vest based upon the achievement of goals relating to our TSR ranking relative to the TSR of the companies, other than the Company, comprising the S&P 500 over a three-year period from March 1, 2023 through February 28, 2026, and • Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs), which are eligible to vest based upon on achievement of cumulative Core Adjusted EBITDA goals (or for Mr. Chow, Home segment Adjusted EBITDA goals) for the three-year period covering fiscal years 2023, 2024 and 2025. All NEOs also received RSUs that vest over three years, conditioned on continued service. |

  57. 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 | |

  58. II. EXECUTIVE COMPENSATION PHILOSOPHY

    | • | Competitive pay – providing compensation opportunities that enable us to attract superior talent in a highly competitive industry and retain key employees by rewarding outstanding achievement. |

  59. DETERMINATION OF COMPENSATION AWARDS

    | • | Input about competitive market practices from the Compensation Committee’s independent compensation consultant |

  60. 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. During 2023, Compensia provided the following assistance to the Compensation Committee:

  61. ROLE OF THE COMPENSATION CONSULTANT

    | • | Analyzed the compensation levels and practices of the companies in our compensation peer group |

  62. ROLE OF THE COMPENSATION CONSULTANT

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  63. ROLE OF THE COMPENSATION CONSULTANT

    | • | Reviewed the competitiveness of compensation of our NEOs including base salary, annual cash awards and long-term incentive awards |

  64. ROLE OF THE COMPENSATION CONSULTANT

    | • | Reviewed and provided input on the design of the annual and long-term incentives provided to our NEOs and other executives |

  65. ROLE OF THE COMPENSATION CONSULTANT

    | • | Reviewed the competitiveness of compensation of our non-employee directors |

  66. ROLE OF THE COMPENSATION CONSULTANT

    | • | Reviewed and provided input on the CD&A section of our Proxy Statement |

  67. ROLE OF THE COMPENSATION CONSULTANT

    | • | Provided support in connection with the amendment of our 2019 Long-Term Incentive Plan |

  68. ROLE OF THE COMPENSATION CONSULTANT

    | • | Provided ad hoc advice and support |

  69. ROLE OF THE COMPENSATION CONSULTANT

    Compensia reports directly to the Compensation Committee and provided no services to us other than the consulting services to the Committee. The Compensation Committee reviews the objectivity and independence of the advice provided by Compensia. In 2023, 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.

  70. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP In 2022, 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 2023, which included base salary, AIP targets, and the equity awards granted in 2023. The compensation peer group consisted of the following 14 companies.

  71. COMPENSATION PEER GROUP

    | Compensation Peer Group | | | Corning Incorporated | NetApp, Inc. | | Fortive Corporation | Rockwell Automation, Inc. | | Hubbell Incorporated | Sanmina Corporation | | Jabil Inc. | Seagate Technology Holdings PLC | | Juniper Networks, Inc. | TE Connectivity Ltd | | Keysight Technologies, Inc. | Western Digital Corporation | | NCR VOYIX Corporation | Zebra Technologies Corporation |

  72. COMPENSATION PEER GROUP

    Companies included in this peer group were identified based primarily on the following target selection criteria:

  73. COMPENSATION PEER GROUP

    | • | Companies with a status as an independent, publicly traded company |

  74. COMPENSATION PEER GROUP

    | • | Companies with revenue between approximately 0.33 times to 3.0 times our revenue on a trailing twelve-month basis |

  75. COMPENSATION PEER GROUP

    | • | Companies with enterprise value between approximately 0.33 times to 3.0 times our enterprise value |

  76. COMPENSATION PEER GROUP

    | • | Companies with a similar industry profile, prioritizing direct competitors and companies that operate in the Communications Equipment sector |

  77. COMPENSATION PEER GROUP

    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.

  78. COMPENSATION PEER GROUP

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  79. COMPENSATION PEER GROUP

    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.

  80. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN In February 2023, the Compensation Committee approved Company performance objectives under the AIP that were based on Core Adjusted EBITDA, Core Revenue and strategic objectives tied to CommScope NEXT, for all NEOs except Mr. Giordano, whose performance objectives were based on Adjusted EBITDA, revenue and strategic objectives specific for our NICS segment and Mr. Chow whose performance objectives were based on Adjusted EBITDA and strategic objectives specific for our Home segment. At that time, the Company’s Core financial performance metrics were the aggregate results of our CCS, OWN, NICS and ANS segments and excluded the results of our Home segment. 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 each NEO.

  81. ANNUAL INCENTIVE PLAN

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  82. ANNUAL INCENTIVE PLAN

    Our Compensation Committee determined that Core Adjusted EBITDA, Core Revenue 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. As discussed herein, as a result of the agreement to divest our Home segment in the fourth quarter of 2023, our results are now reported based on continuing operations. Core revenue aligns with net sales from continuing operations but Core Adjusted EBITDA does not align with Adjusted EBITDA from continuing operations because Core Adjusted EBITDA excludes general corporate costs that were previously allocated to the Home segment that are now included within continuing operations.

  83. ANNUAL INCENTIVE PLAN

    | Performance Metric* | Weighting | Rationale | | Core Adjusted EBITDA | 70% | 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. Core Adjusted EBITDA excludes the results of the Home segment. | | Core Revenue | 20% | Measures the growth of our business. Core Revenue excludes the revenue of our Home segment. | | Strategic Objectives | 10% | Measures two continuous improvements tied to CommScope NEXT, including specific ESG performance metrics: 1) reduce GHG emissions across our operations, and 2) improve our culture of inclusion and the attraction, promotion and retention of women in leadership roles. |

  84. ANNUAL INCENTIVE PLAN

    *For all NEOs except Mr. Giordano, whose 2023 AIP opportunity was based 70% on NICS segment Adjusted EBITDA, 20% on NICS segment revenue, and 10% on corporate strategic objectives, and Mr. Chow whose 2023 AIP opportunity was based 50% on Home segment Adjusted EBITDA, and 50% on Home segment strategic objectives. For purposes of the AIP, Core Adjusted EBITDA consists of Adjusted EBITDA from continuing operations excluding general corporate costs that were previously allocated to the Home segment and are now included within continuing operations. Adjusted EBITDA from continuing operations consists of net income (loss) from continuing operations as reported on the Consolidated Statements of Operations, adjusted to exclude: income tax expense (benefit); interest income; interest expense; other income, net; depreciation; amortization of intangible assets; restructuring costs; asset impairments; equity-based compensation; transaction, transformation and integration costs; and other special items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s Core performance. Core Revenue now aligns with net sales as reported on the Consolidated Statements of Operations because it represents net sales from continuing operations. The term “Strategic Objectives” means key performance indicators that are tied to CommScope NEXT and the Company’s stated goal of continual improvement. 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.

  85. ANNUAL INCENTIVE PLAN

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  86. ANNUAL INCENTIVE PLAN

    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, 2023 for all NEOs.

  87. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Level | Threshold ($M) | Target ($M) | Maximum ($M) | | Core Adjusted EBITDA | 70% | Goal | $1,088.0 | $1,360.0 | $1,632.0 | | | | % of Target Performance | 80% | 100% | 120% | | | | % of Target Payout | 50% | 100% | 210% | | Core Revenue | 20% | Goal | $7,234.3 | $7,615.0 | $7,995.8 | | | | % of Target Performance | 95% | 100% | 105% | | | | % of Target Payout | 50% | 100% | 210% | | Strategic Objectives | 10% | Goal | | Tied to CommScope NEXT | | | | | Performance | Partially Meets Expectations | Meets Expectations | Exceeds Expectations | | | | % of Target Payout | 0% | 100% | 210% |

  88. ANNUAL INCENTIVE PLAN

    Mr. Giordano’s Adjusted EBITDA goals related to the NICS segment were $128.0 million threshold, $160.0 million target and $215.0 million maximum, and revenue goals related to the NICS segment were $1.0 billion threshold, $1.1 billion target and $1.3 billion maximum. Percentage of target payout percentages for Adjusted EBITDA and revenue goals for Mr. Giordano were 50% for threshold, 100% for target and 210% for maximum. Mr. Chow’s Adjusted EBITDA goals related to the Home segment were $37.3 million threshold, $47.0 million target and $56.4 million maximum. Percentage of target payout percentages for Adjusted EBITDA and revenue goals for Mr. Chow were 50% for threshold, 100% for target and 210% for maximum. In addition to the above financial goals, achievement of strategic objectives represented 10% of the target AIP opportunity for our NEOs with the exception of Mr. Chow, whose strategic objectives represented 50% of the target AIP. Performance in this category reflected the Compensation Committee’s assessment of our performance in two categories related to our CommScope NEXT transformation plan:

  89. ANNUAL INCENTIVE PLAN

    | • | Environmental - Reduce GHG emissions across our operations by using energy efficiently and driving renewable energy use |

  90. ANNUAL INCENTIVE PLAN

    | • | Social - Improve our culture of inclusion and the attraction, promotion and retention of women in leadership roles |

  91. ANNUAL INCENTIVE PLAN

    Performance against these strategic objectives was evaluated in the discretion of the Compensation Committee, with the opportunity to earn between 0% and 210% of target for this portion of the bonus.

  92. ANNUAL INCENTIVE PLAN

    | 54 | 2024 Proxy Statement | |

  93. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Actual Achievement ($M) | % of Target Actual Performance | % of Target Actual Payout | Adjusted Payout % | | Core Adjusted EBITDA | 70% | $1,022.2 | 75.2% | 0.00% | 0.00% | | Core Revenue | 20% | $5,790.5 | 76.0% | 0.00% | 0.00% | | Strategic Objectives | 10% | Meets Expectations | Meets Expectations | 100.0% | 100.0% | | Total | 100% | | | 10.0% | 10.0% |

  94. ANNUAL INCENTIVE PLAN

    Based on the actual level of achievement set forth above, Mr. Treadway, Mr. Lorentzen, and Mr. Choi were entitled to bonus payments in amounts equal to 10.0% of their target bonus amounts. Unlike the other NEOs, Mr. Giordano’s bonus was based on the performance of the NICS segment and Mr. Chow’s bonus was based on the performance of the Home segment. Actual achievement for the NICS segment was Adjusted EBITDA of $225.2 million, which was $65.2 million above target; revenue of $1,118.9 million, which was 101.7% of target; and the segment met expectations for their strategic objective, which was 100% of target. Percentage of target actual payout was 210.0%, 110.4% and 100.0% for NICS segment Adjusted EBITDA, revenue and the strategic performance objective, respectively, for a combined actual achievement of 179.1%. Actual achievement for the Home segment was Adjusted EBITDA of $(48.7) million, which was $95.7 million below target, and the segment was below expectations for its strategic objective, which was 50% of target. Percentage of target actual payout was 0.0% and 50.0% for the Home segment Adjusted EBITDA and the strategic performance objective, respectively, for a combined actual achievement of 25.0%.

  95. ANNUAL INCENTIVE PLAN

    | | Target Award | Actual 2023 Award | | | Name | (% of 2023 Salary) | % of 2023 Salary(1) | Payout Amount | | Charles L. Treadway | 150.0% | 15.00% | $195,000 | | Kyle D. Lorentzen | 100.0% | 10.00% | $68,300 | | Justin C. Choi | 80.0% | 8.00% | $46,000 | | Bartolomeo A. Giordano | 77.0% | 138.65% | $657,742 | | Gonzaga J. Chow | 80.0% | 20.00% | $102,674 |

  96. ANNUAL INCENTIVE PLAN

    | (1) The NEOs received a performance payout of 10.0% of target, except for Mr. Giordano who received 179.1% of target for the NICS operating segment and Mr. Chow who received 25.0% of target for the Home operating segment. |

  97. EQUITY INCENTIVE AWARDS

    EQUITY 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 2023, the long-term incentive awards for our executives were allocated into three equity vehicles.

  98. EQUITY INCENTIVE AWARDS

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  99. EQUITY INCENTIVE AWARDS

    | Vehicle | Weighting | Description | | Time Vesting RSUs | 50% | RSUs vesting in three equal annual installments | | TSR PSUs | 20% | PSUs eligible to be earned based on our TSR relative to the TSR of the companies, other than the Company, comprising the S&P 500 for a three-year performance period | | Core Adjusted EBITDA PSUs(1) | 30% | PSUs eligible to be earned based on our three-year cumulative Core Adjusted EBITDA performance over fiscal years 2023-2025 |

  100. EQUITY INCENTIVE AWARDS

    | (1) For all NEOs except Mr. Chow, who received PSUs based on Home segment Adjusted EBITDA performance over fiscal years 2023-2025. |

  101. EQUITY INCENTIVE AWARDS

    The key features of our 2023 NEO equity awards are described in greater detail below.

  102. 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.

  103. TSR PSUs

    TSR PSUs Each of the NEOs received a grant of PSUs with performance conditions relating to the Company’s TSR ranking relative to the TSR for each of the 500 companies, other than the Company, comprising the S&P 500. For purposes of the TSR PSUs, our TSR will be calculated by comparing the average closing price per share of our common stock over the 45 consecutive trading days ending on and including March 1, 2023, to the average closing price per share of our common stock over the 45 consecutive trading days ending on and including February 28, 2026, and factoring in per-share dividends paid with respect to an ex-dividend date that occurs beginning from the date when the starting average share price is calculated for the performance period through the end of the performance period, which dividends will be deemed to have been reinvested in the underlying common shares. The NEOs can earn between 0% and 200% of the granted TSR PSUs based on the following schedule, with the number of units earned being rounded up to the nearest whole share:

  104. TSR PSUs

    | Degree of Performance Attainment | Company TSR Percentile Ranking Relative to S&P 500 TSR | Achievement of Performance Goal (% of Units) | | Maximum | ≥80th | 200% | | Target | 50th | 100% | | Threshold | 25th | 25% | | Less than Threshold | <25th | 0% |

  105. TSR PSUs

    Payouts for performance levels falling between the above thresholds will be determined to the nearest one-tenth of a percentage point using linear interpolation. If the Company’s TSR for the performance period is negative on an absolute basis, then the number of earned TSR PSUs will be capped at the target level, regardless of our actual TSR ranking relative to the S&P 500 TSR.

  106. TSR PSUs

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  107. Adjusted EBITDA PSUs

    Adjusted EBITDA PSUs Each of the NEOs received a grant of PSUs with performance conditions relating to the Company’s cumulative Core Adjusted EBITDA (or for Mr. Chow, Home segment Adjusted EBITDA) over the 2023-2025 fiscal years. The NEOs can earn between 0% and 200% of the granted Core Adjusted EBITDA PSUs (or for Mr. Chow, Home segment Adjusted EBITDA PSUs) based on the Company’s performance. Targets were established and approved by the Compensation Committee prior to the grant date, and actual performance will be evaluated and disclosed following the end of 2025 due to the proprietary and competitive nature of this information. The levels of performance required to achieve target payout represent goals that are considered achievable but difficult to accomplish.

  108. SUMMARY oF EQUITY AWARDS GRANTED IN 2023

    SUMMARY oF EQUITY AWARDS GRANTED IN 2023 The aggregate target level for long-term incentive awards granted in 2023 was $10 million for Mr. Treadway, $2.85 million for Mr. Lorentzen, $1.9 million for Mr. Choi, and $1.20 million for each of Mr. Giordano and Mr. Chow. The Committee determined the number of awards using the market price per share on the grant date equal to $7.10 on March 1, and $4.20 on June 1, which resulted in the grant of the following number of awards:

  109. SUMMARY oF EQUITY AWARDS GRANTED IN 2023

    | Name | Number of TSR PSUs Granted | Target Number of Core Adjusted EBITDA PSUs Granted | Number of RSUs Granted | | Charles L. Treadway | 281,700 | 422,600 | 898,800 | | Kyle D. Lorentzen | 80,300 | 120,500 | 256,300 | | Justin C. Choi | 53,600 | 80,300 | 170,800 | | Bartolomeo A. Giordano | 33,900 | 50,800 | 108,000 | | Gonzaga J. Chow | 33,900 | 50,800(1) | 108,000 |

  110. SUMMARY oF EQUITY AWARDS GRANTED IN 2023

    | (1) Mr. Chow’s Adjusted EBITDA PSUs related to Home segment Adjusted EBITDA. |

  111. MODIFICATION OF CERTAIN EQUITY AWARDS FOR HOME EMPLOYEES

    MODIFICATION OF CERTAIN EQUITY AWARDS FOR HOME EMPLOYEES In anticipation of the sale of our Home segment to Vantiva, the Committee took action in 2023 to amend certain equity awards held by certain Home employees, including Mr. Chow, so that they would receive pro rata vesting through the end of the month in which the closing date of the transaction occurred and achievement for certain PSUs would be deemed to be at target performance. In addition, certain options held by Mr. Chow were amended so that the vested options would remain exercisable for a period of one year following his termination upon completion of the Vantiva transaction, which occurred on January 9, 2024. The incremental fair values resulting from the modification of certain of Mr. Chow’s equity awards are included in the Summary Compensation Table, and more information regarding such awards is provided in footnote 6 thereto.

  112. 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.”

  113. EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

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  114. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    SUMMARY COMPENSATION TABLE (SCT) FOR 2023 The following table provides information regarding the compensation that we paid our NEOs for services rendered during the fiscal years ended December 31, 2023, 2022 and 2021.

  115. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Charles L. Treadway(5) President, Chief | 2023 2022 | 1,300,000 1,118,700 | — — | 10,724,999 7,237,105 | — — | 195,000 2,225,263 | — — | 80,464 18,894 | 12,300,463 10,599,962 | | Executive Officer and Director | 2021 | 1,100,000 | — | — | — | 1,748,010 | — | 17,850 | 2,865,860 | | Kyle D. Lorentzen Executive VP and | 2023 | 683,000 | — | 3,057,961 | — | 68,300 | — | 20,394 | 3,829,655 | | | 2022 | 666,250 | — | 2,094,411 | — | 839,339 | — | 18,894 | 3,618,894 | | Chief Financial Officer | 2021 | 587,500 | — | 1,915,782 | — | 540,515 | — | 17,850 | 3,061,647 | | Justin C. Choi | 2023 | 575,000 | — | 2,038,672 | — | 46,000 | — | 20,394 | 2,680,066 | | Senior VP, Chief Legal | 2022 | 549,180 | — | 1,249,877 | — | 546,201 | — | 18,894 | 2,364,152 | | Officer and Secretary | 2021 | 370,227 | — | 1,745,726 | — | 294,164 | — | 15,491 | 2,425,608 | | Bartolomeo A. Giordano | 2023 | 474,402 | — | 1,289,413 | — | 657,742 | — | 14,876 | 2,436,433 | | Senior VP & President, NICS | | | | | | | | | | | Gonzaga J. Chow(6) | 2023 | 513,372 | 500,000 | 1,638,205 | 3,076 | 102,674 | — | 20,394 | 2,777,721 | | Former Senior VP & President, Home Networks | | | | | | | | | |

  116. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | (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 2023, all salary changes were effective on January 1, except for Mr. Giordano, whose change was effective on February 7. |

  117. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | (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 Mr. Chow for 2023 also include the incremental fair value related to the modification of certain of his stock and option awards in 2023 pursuant to the sale of our Home segment to Vantiva, as discussed further in footnote 6 below. Refer to Note 15 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 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: |

  118. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | Year | Mr. Treadway ($) | Mr. Lorentzen ($) | Mr. Choi ($) | Mr. Giordano ($) | Mr. Chow ($) | | 2023 | 16,449,498 | 4,690,012 | 3,127,114 | 1,977,906 | 1,977,906 | | 2022 | 11,074,254 | 3,464,910 | 2,047,526 | — | — | | 2021 | — | 1,915,782 | 1,745,726 | — | — |

  119. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | (3) Amounts represent AIP bonus payments by performance year. The AIP bonus payments for our NEOs in 2023, 2022, and 2021 were 10.0% (179.1% for Giordano and 25.0% for Chow), 132.6%, and 105.9% of target, respectively. |

  120. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | 60 | 2024 Proxy Statement | |

  121. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | (4) The following table shows all amounts included in the “All Other Compensation” column for 2023 for each NEO: |

  122. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | | All Other Compensation | | | | | | Name | Company Contribution to 401(k) Plan ($) | Life Insurance Premiums ($) | Personal Use of Aircraft ($) | Other Perquisites ($) | Total ($) | | Charles L. Treadway | 19,800 | 594 | 59,022 | 1,048 | 80,464 | | Kyle D. Lorentzen | 19,800 | 594 | — | — | 20,394 | | Justin C. Choi | 19,800 | 594 | — | — | 20,394 | | Bartolomeo A. Giordano | 14,282 | 594 | — | — | 14,876 | | Gonzaga J. Chow | 19,800 | 594 | — | — | 20,394 |

  123. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | (5) Mr. Treadway did not receive an equity award grant in 2021, since he received equity awards upon joining the company in 2020 that covered the 2021 grant cycle. |

  124. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | (6) Mr. Chow served as our Senior VP & President, Home Networks until the completion of the sale of our Home business to Vantiva on January 9, 2024. In anticipation of this transaction, Mr. Chow received a retention bonus of $500,000 in July 2023. In addition, the Committee amended certain equity awards held by certain Home employees, including Mr. Chow, so that they would receive pro rata vesting through the end of the month in which the closing date of the transaction occurred and achievement for certain PSUs would be deemed to be at target performance. In addition, certain options held by Mr. Chow were amended so that the vested options would remain exercisable for a period of one year following his termination. The amounts included in the Stock Awards and Option Awards columns for Mr. Chow for 2023 include, in addition to the grant date value of the awards granted to Mr. Chow in 2023, the incremental fair values resulting from the equity modifications to certain of Mr. Chow’s awards. The table below sets forth the impact of these modifications: |

  125. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | | | Stock Awards | | Option Awards | | | Equity Vehicle | Original Grant Date | Number of Shares Acquired at Pro- rata Vesting (#) | Fair Value of Modification ($) | Number of Options Outstanding at Modification Date (#) | Incremental Fair Value of Modification ($) | | 2019 Time-based EPOP | 8/9/2019 | | | 76,900 | 3,076 | | 2022 RSU | 6/1/2022 | 11,112 | 39,781 | | | | 2023 RSU | 3/1/2023 | 11,289 | 40,415 | | | | 2023 RSU | 6/1/2023 | 12,711 | 45,505 | | | | 2022 EBITDA PSU | 6/1/2022 | 20,834 | 74,586 | | | | 2022 TSR PSU | 6/1/2022 | 12,778 | 45,745 | | | | 2023 EBITDA PSU | 3/1/2023 | 18,345 | 65,675 | | | | 2023 TSR PSU | 3/1/2023 | 10,359 | 37,085 | | |

  126. SUMMARY COMPENSATION TABLE (SCT) FOR 2023

    | | 2024 Proxy Statement | 61 |

  127. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023

  128. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | 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 ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Charles L. Treadway | | | | | | | | | | | | | | 2023 AIP(1) | | | 877,500 | 1,950,000 | 4,095,000 | — | — | — | — | — | — | — | | 2023 PSU(2) | 3/1/2023 | 2/21/2023 | — | — | — | 211,300 | 422,600 | 845,200 | — | — | — | 3,000,460 | | 2023 PSU(3) | 3/1/2023 | 2/21/2023 | — | — | — | 70,425 | 281,700 | 563,400 | — | — | — | 2,724,039 | | 2023 RSU(4) | 3/1/2023 | 2/21/2023 | — | — | — | — | — | — | 422,600 | — | — | 3,000,460 | | 2023 RSU(4) | 6/1/2023 | 5/17/2023 | — | — | — | — | — | — | 476,200 | — | — | 2,000,040 | | Kyle D. Lorentzen | | | | | | | | | | | | | | 2023 AIP(1) | | | 307,350 | 683,000 | 1,434,300 | — | — | — | — | — | — | — | | 2023 PSU(2) | 3/1/2023 | 2/21/2023 | — | — | — | 60,250 | 120,500 | 241,000 | — | — | — | 855,550 | | 2023 PSU(3) | 3/1/2023 | 2/21/2023 | — | — | — | 20,075 | 80,300 | 160,600 | — | — | — | 776,501 | | 2023 RSU(4) | 3/1/2023 | 2/21/2023 | — | — | — | — | — | — | 120,500 | — | — | 855,550 | | 2023 RSU(4) | 6/1/2023 | 5/17/2023 | — | — | — | — | — | — | 135,800 | — | — | 570,360 | | Justin C. Choi | | | | | | | | | | | | | | 2023 AIP(1) | | | 207,000 | 460,000 | 966,000 | — | — | — | — | — | — | — | | 2023 PSU(2) | 3/1/2023 | 2/21/2023 | — | — | — | 40,150 | 80,300 | 160,600 | — | — | — | 570,130 | | 2023 PSU(3) | 3/1/2023 | 2/21/2023 | — | — | — | 13,400 | 53,600 | 107,200 | — | — | — | 518,312 | | 2023 RSU(4) | 3/1/2023 | 2/21/2023 | — | — | — | — | — | — | 80,300 | — | — | 570,130 | | 2023 RSU(4) | 6/1/2023 | 5/17/2023 | — | — | — | — | — | — | 90,500 | — | — | 380,100 | | Bartolomeo A. Giordano | | | | | | | | | | | | | | 2023 AIP(1) | | | 165,280 | 367,289 | 771,308 | — | — | — | — | — | — | — | | 2023 PSU(2) | 3/1/2023 | 2/21/2023 | — | — | — | 25,400 | 50,800 | 101,600 | — | — | — | 360,680 | | 2023 PSU(3) | 3/1/2023 | 2/21/2023 | — | — | — | 8,475 | 33,900 | 67,800 | — | — | — | 327,813 | | 2023 RSU(4) | 3/1/2023 | 2/21/2023 | — | — | — | — | — | — | 50,800 | — | — | 360,680 | | 2023 RSU(4) | 6/1/2023 | 5/17/2023 | — | — | — | — | — | — | 57,200 | — | — | 240,240 | | Gonzaga J. Chow | | | | | | | | | | | | | | 2023 AIP(1) | | | 184,814 | 410,698 | 862,465 | — | — | — | — | — | — | — | | 2023 PSU(2) | 3/1/2023 | 2/21/2023 | — | — | — | 25,400 | 50,800 | 101,600 | — | — | — | 360,680 | | 2023 PSU(3) | 3/1/2023 | 2/21/2023 | — | — | — | 8,475 | 33,900 | 67,800 | — | — | — | 327,813 | | 2023 RSU(4) | 3/1/2023 | 2/21/2023 | — | — | — | — | — | — | 50,800 | — | — | 360,680 | | 2023 RSU(4) | 6/1/2023 | 5/17/2023 | — | — | — | — | — | — | 57,200 | — | — | 240,240 | | Modified Awards(5) | 12/31/2023 | 9/5/2023 | — | — | — | — | — | — | 97,428 | — | — | 348,792 | | Modified Awards(5) | 12/31/2023 | 10/20/2023 | — | — | — | — | — | — | — | 76,900 | 12.20 | 3,076 |

  129. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) Reflects the range of awards that could potentially have been earned during 2023 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 2023. |

  130. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (2) Reflects potential share payouts with respect to PSUs, with a cumulative Core Adjusted EBITDA (2023-2025) metric (or for Mr. Chow, a Home segment Adjusted EBITDA (2023-2025) metric), granted in 2023 at threshold, target, and maximum. The “Threshold” column represents the minimum amount payable (50% of target payout) when threshold performance is met. The “Target” column represents the amount payable (100% of target payout) if the specified performance targets are reached. The “Maximum” column represents the maximum amount payable (200% of target payout). |

  131. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (3) Reflects potential share payouts with respect to TSR PSUs granted in 2023 at threshold, target, and maximum. The “Threshold” column represents the minimum amount payable (25% of target payout) when threshold performance is met. The “Target” column represents the amount payable (100% of target payout) if the specified performance targets are reached. The “Maximum” column represents the maximum amount payable (200% of target payout). The performance conditions require the achievement of a specified performance target for the Company’s TSR ranking relative to the TSR for each of the 500 companies, other than the Company, comprising the S&P 500 over a three-year period from March 1, 2023 through February 28, 2026. |

  132. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (4) Reflects RSUs granted in 2023, which vest in equal installments over three years. |

  133. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (5) Reflects the incremental fair values resulting from the equity modifications to certain of Mr. Chow’s awards, as discussed in more detail in footnote 6 to the SCT. |

  134. GRANTS OF PLAN-BASED AWARDS IN 2023

    | 62 | 2024 Proxy Statement | |

  135. NARRATIVE SUPPLEMENT TO SCT FOR 2023 AND GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    NARRATIVE SUPPLEMENT TO SCT FOR 2023 AND GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE The terms of our cash incentive plans and equity incentive awards are described under “—2023 Compensation Actions” 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, and our nonqualified deferred compensation plans are described under “—Nonqualified Deferred Compensation for 2023” below.

  136. OPTION EXERCISES AND STOCK VESTED FOR 2023

    OPTION EXERCISES AND STOCK VESTED FOR 2023 The following table provides information concerning the exercise of stock options and vesting of stock awards during the year ended December 31, 2023. No options were exercised by our NEOs during 2023.

  137. OPTION EXERCISES AND STOCK VESTED FOR 2023

    | | 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 | — | — | 297,233 | 1,108,378 | | Kyle D. Lorentzen | — | — | 54,266 | 281,913 | | Justin C. Choi | — | — | 34,999 | 157,047 | | Bartolomeo A. Giordano | — | — | 25,938 | 135,280 | | Gonzaga J. Chow | — | — | 28,776 | 155,978 |

  138. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023 The Nonqualified Deferred Compensation table reflects information about the DCP for 2023. DCP The DCP permits a select group of our management, including the NEOs, to defer up to 90% of their compensation (including base salary and AIP or SIP bonus payments). Participants may direct the amounts credited to their accounts to one or more notional investments that are substantially the same as the investment offerings provided under our 401(k) plan. Participants’ accounts are 100% vested at all times, and we do not provide matching or other Company contributions to the DCP. In general, a

  139. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | 64 | 2024 Proxy Statement | |

  140. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    participant may elect to receive a distribution in a lump sum or annual installments over a period of two to ten years, which distribution will commence, per the participant’s election, as follows:

  141. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | • | For deferrals attributable to any period on or before December 31, 2016, as soon as practicable following (i) the participant’s separation from service, or (ii) the earlier of (A) a specific date which occurs no earlier than two years from the end of the year in which the compensation is credited, or (B) the date of his or her separation (provided that if separation is due to retirement, payments will commence as of the elected specified date). |

  142. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | • | For deferrals attributable to any period on or after January 1, 2017, as soon as practicable following (i) the first day of the seventh month after the participant’s separation from service, (ii) the earlier of (A) a specific date which occurs no earlier than two years, and no later than five years, from the end of the year in which the compensation is credited, or (B) the first day of the seventh month after his or her separation (provided that if separation is due to retirement, payments will commence as of the elected specified date), or (iii) a specified interval of one to five years following his or her separation (provided that this payment election is only available with respect to lump sum payments). |

  143. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    Upon a participant’s death or disability, or upon the occurrence of a change in control of the Company, the participant’s entire balance will be paid to him or her (or the participant’s estate or beneficiary, as applicable) in a lump sum. The following table depicts the value of benefits accumulated by our NEOs under the DCP as of December 31, 2023.

  144. NONQUALIFIED DEFERRED COMPENSATION TABLE

    NONQUALIFIED DEFERRED COMPENSATION TABLE

  145. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Plan | Executive contributions in last fiscal year ($) | Registrant contributions in last fiscal year ($) | Aggregate earnings in last fiscal year(1) ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last fiscal year end(2) ($) | | Charles L. Treadway | DCP | — | — | — | — | — | | Kyle D. Lorentzen | DCP | — | — | — | — | — | | Justin C. Choi | DCP | — | — | — | — | — | | Bartolomeo A. Giordano | DCP | — | — | — | — | — | | Gonzaga J. Chow | DCP | — | — | 45,785 | — | 323,099 |

  146. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) The aggregate earnings in this column are not “above market” and therefore are not included in the SCT. |

  147. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (2) Includes amounts that were reported in the SCT to the extent that compensation for each such officer, generally, was required to be in such table. |

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  149. 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 2023, our employee population decreased significantly mainly due to 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, 2023. The compensation measure we used to determine our median employee included annual base salary as of October 31, 2023; 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 2023 annual total compensation of $12,300,463 as reflected in the SCT included in this Proxy Statement. Our median employee’s annual total compensation for 2023, calculated in the same manner as compensation in the SCT, was $15,343. As a result, Mr. Treadway’s annual total compensation is 802 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 150 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

  150. CEO PAY RATIO

    | 70 | 2024 Proxy Statement | |

  151. CEO PAY RATIO

    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 $122,312 in 2023, resulting in a pay ratio calculation of 101:1.

  152. CEO PAY RATIO

    | | 2024 Proxy Statement | 71 |

  153. CEO PAY RATIO

    C OMPENSATION

  154. PLAN DEVELOPMENT

    | • | Approximately 2.0 million outstanding equity awards are in the form of stock options |

  155. 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, the CommScope Holding Company, Inc., Amended and Restated 2013 Long-Term Incentive Plan (the Prior Plan), the portion of the ARRIS International plc 2016 Stock Incentive Plan that we assumed in the ARRIS transaction (ARRIS Plan), and the awards we issued to Mr. Treadway as inducement awards outside of any plan, as of March 6, 2024 (without giving effect to approval of the additional 9.55 million shares to be added to the 2019 Plan under this Proposal):

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

    | | Existing Plans(1) | | Total shares underlying outstanding stock options | 1,902,518 | | Weighted-average exercise price of outstanding stock options | $25.45 | | Weighted-average remaining contractual life of outstanding stock options | 2.7 years | | Total shares underlying time-based outstanding unvested full value awards | 12,669,880 | | Total shares underlying performance-based outstanding full value awards | 6,098,410(2) | | Total shares currently available for grant | 1,301,599(3) | | Common stock outstanding | 212,244,891(4) | | Market closing price of common stock | $1.55(4) |

  157. 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. |

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

    | (2) Assumes performance-based awards will vest and pay out based on target performance levels being achieved. |

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

    | (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 6, 2024, and the date of the Annual Meeting. |

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

    | (4) As of the record date, March 13, 2024. |