DEF 14A of Vistance Networks, Inc., Mar 23, 2026

DEF 14A of Vistance Networks, Inc.

Filed Mar 23, 2026 · FY20250001193125-26-119884

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 Vistance Networks. 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 6, 2026. 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.

  4. How to Cast Your Vote

    | 2 | 2026 Proxy Statement | |

  5. How to Cast Your Vote

    Board Nominees (page 15) Vistance Networks' Board of Directors currently has eight members. All 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 | | Stephen C. Gray | 67 | 2011 | ✓ | | C | | 0 | | L. William Krause | 83 | 2011 | ✓ | | ✓ | ✓ | 0 | | Joanne M. Maguire | 72 | 2016 | ✓ | | | C | 1 | | Thomas J. Manning | 70 | 2014 | ✓ | ✓ | | | 1 | | Derrick A. Roman | 62 | 2021 | ✓ | C | | ✓ | 1 | | Charles L. Treadway | 60 | 2020 | | | | | 1 | | Claudius E. Watts IV, Chairman | 64 | 2011 | | | | | 0 | | Timothy T. Yates | 78 | 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 eight. The Board has nominated each of the Company's current directors to stand for re-election at the Annual Meeting on May 7, 2026. 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 2027 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 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.

  9. ELECTION OF DIRECTORS

    | 15 | 2026 Proxy Statement | |

  10. ELECTION OF DIRECTORS

    Director Nominees:

  11. ELECTION OF DIRECTORS

    | Stephen (Steve) C. Gray Age: 67 Director Since: 2011 Committees: - Compensation (Chair) | Professional Experience • Founder and Chair of Gray Venture Partners, LLC, a family office (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 • Ark Data Centers (f/k/a Involta, (2010-present) • Wyyerd Group, LLC (2021-present) • BGTM, LLC (d/b/a Moss Enterprises) (2011-present) • INAP Holdings, LLC (d/b/a Horizon IQ)(2020-2025 (Chair - Compensation Committee) • ImOn Communications, LLC (Vice-Chair) (2007-2022) • HH Ventures, LLC (d/b/a ReadyMobile LLC) (Chair) (2009-2020) |

  12. ELECTION OF DIRECTORS

    | L. William (Bill) Krause Age: 83 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. (2025-12/2025) • Forward Networks (2014-present)(Member of Compensation & HR Committees) • Smartcar, Inc. (2014-present) • Veritas Holdings, Ltd (2016-2024) |

  13. ELECTION OF DIRECTORS

    | 16 | 2026 Proxy Statement | |

  14. ELECTION OF DIRECTORS

    | Joanne M. Maguire Age: 72 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) (2016-2024) • Charles Stark Draper Laboratory (2013-2022) |

  15. ELECTION OF DIRECTORS

    | Thomas J. Manning Age: 70 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) • Former and current director on boards of numerous other public, private and international companies |

  16. ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 17 |

  17. ELECTION OF DIRECTORS

    | Derrick A. Roman Age: 62 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 (2011-2025) • Named one of Savoy Magazine’s “Most Influential Black Corporate Directors” for 2021 & 2023 Other Current Public Company Directorships • WEX, Inc. (NYSE: WEX) (Chair, 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) |

  18. ELECTION OF DIRECTORS

    | Charles L. Treadway Age: 60 Director Since: 2020 Committees: - None | Professional Experience • President and CEO of Vistance Networks (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 • AZZ Inc. (NYSE: AZZ) (effective April 2026) Other Directorships • None |

  19. ELECTION OF DIRECTORS

    | 18 | 2026 Proxy Statement | |

  20. ELECTION OF DIRECTORS

    | Claudius (Bud) E. Watts IV Age: 64 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 |

  21. ELECTION OF DIRECTORS

    | Timothy T. Yates Age: 78 Director Since: 2013 Lead Independent Director Since: 2020 Committees: - Audit - Compensation | 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) |

  22. ELECTION OF DIRECTORS

    | 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. |

  23. ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 19 |

  24. 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 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 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 2025 remained unchanged from the prior year. The following tables summarize our non-employee director compensation for 2025:

  25. 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 |

  26. 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 for 2025 was determined based upon the greater of $5 or the closing price of our common stock on the grant date. Employment Agreement with Mr. Watts Mr. Watts is the Chairman of the Board and an employee of the Company, and we are party to an employment agreement with him. His agreement 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 2025, Mr. Watts received 102,400 RSUs that vest annually over three years beginning on June 1, 2026, subject to Mr. Watts’ continued service. In addition, in 2025, Mr. Watts received 102,400 EBIDTA PSUs. The EBIDTA PSUs are eligible to vest based upon an achievement of Adjusted EBIDTA goals for each fiscal year during the three-year period covering fiscal years 2025, 2026 and 2027.

  27. DIRECTOR COMPENSATION

    | | 2026 Proxy Statement | 25 |

  28. DIRECTOR COMPENSATION

    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.

  29. DIRECTOR COMPENSATION TABLE FOR 2025

    DIRECTOR COMPENSATION TABLE FOR 2025

  30. DIRECTOR COMPENSATION TABLE FOR 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | All Other Compensation ($)(2) | Total ($) | | Claudius E. Watts IV (Chair) | — | — | 1,942,480 | 1,942,480 | | Stephen C. Gray | 110,000 | 195,200 | — | 305,200 | | Scott H. Hughes(3) | — | — | — | — | | L. William Krause | 110,000 | 195,200 | — | 305,200 | | Joanne M. Maguire | 105,000 | 195,200 | — | 300,200 | | Thomas J. Manning | 105,000 | 195,200 | — | 300,200 | | Patrick R. McCarter(3) | — | — | — | — | | Derrick A. Roman | 130,000 | 195,200 | — | 325,200 | | Timothy T. Yates | 135,000 | 195,200 | — | 330,200 |

  31. DIRECTOR COMPENSATION TABLE FOR 2025

    (1) We granted each non-employee director 40,000 RSUs in 2025 which will vest May 8, 2026. 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. (2) Mr. Watts is employed by the Company and did not receive compensation for his service as a director in 2025. Amounts paid in 2025 are related to Mr. Watts’ 2025 employment, including $620,400 in salary, a $21,000 company contribution to the 401(k) plan, and a $600 life insurance premium. Also included is the $650,240 grant date fair value of Mr. Watts’ 102,400 RSUs and the $650,240 grant date fair value of Mr. Watts' 102,400 Annual Adjusted EBITDA PSUs which were granted to him in 2025 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, 2025 and vest subject to his continued service annually over three years beginning on June 1, 2026. Mr. Watts' Annual Adjusted EBITDA PSUs were granted on March 1, 2025 and divided into three equal tranches, with each tranche tied to a separate fiscal year performance period (2025, 2026, and 2027) vesting on June 1 in the year immediately following each performance period. As of December 31, 2025, in addition to these 2025 RSUs, Mr. Watts held 18,334 RSUs and 20,667 RSUs granted March 1, 2023 and June 1, 2023, respectively, that vest subject to his continued service on June 1, 2026. Mr. Watts also held 57,200 RSUs and 116,134 RSUs granted March 1, 2024 and June 1, 2024, respectively, that vest subject to his continued service equally on June 1, 2026 and June 1, 2027. Also, as of December 31, 2025, in addition to the 2025 Annual Adjusted EBITDA PSUs, Mr. Watts held 70,620 Core Adjusted EBITDA PSUs granted in 2023 that were eligible for vesting. Core Adjusted EBITDA performance for the 2023 Core Adjusted EBITDA PSUs exceeded target for the cumulative three year period (2022-2025) resulting in achievement of 128.4% of the PSUs granted. Mr. Watts also held 36,700 TSR PSUs that were granted in 2023 and vest on June 1, 2026 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, 2023 through February 28, 2026. The maximum payout for the TSR PSUs is 200%. Mr. Hughes and Mr. McCarter, as directors designated by Carlyle, did not receive director compensation from the Company in 2025, and resigned from the Board effective as of January 9, 2026.

  32. DIRECTOR COMPENSATION TABLE FOR 2025

    | 26 | 2026 Proxy Statement | |

  33. 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    | Compensation Transactions | | | 2024 Annual Incentive Plan Adjustment | • Adjusted to emphasize Adjusted EBITDA, consistent with strategic imperatives of deleveraging our balance sheet and increasing profitability. | | 2022 - 2023 EBITDA PSU Award Adjustments | • Target goals adjustments driven by the divestiture of the Home Networks and OWN segments. • Threshold adjustments driven by unanticipated material changes post-grant that led to supply chain challenges, unpredictable customer ordering patterns and concerns regarding stability of the Company and its leadership. • After carefully considering alternatives, the Compensation Committee determined the adjustments best served shareholder interests and addressed critical retention needs. • Goals as adjusted remained challenging: 2022 award earned at 69.7% of target; 2023 awards earned at 128.4% of target. | | 2024 LTI Adjustments | Cash LTIP Awards • Performance metrics tied to critical priorities related to capital structure management, divestitures and cost reduction efforts. • Delivered in cash for 2024 only due to equity constraints stemming from our low stock price and decision to prioritize maintaining a sustainable equity burn rate. RSUs • Applied a conversion price of $2.50 versus the closing price of $1.44 on the date of grant to effectively manage our available share pool while still providing alignment of executives’ interests with stockholders’ experience. | | 2025 LTI Plan Design Updates | • 2025 LTI plan returned to equity-based program with RSUs vesting annually over three-year period and PSUs tied to three consecutive one-year performance periods. • 2025 – 2027 Adjusted EBITDA goals established at grant; use of one-year goals intentional given ongoing strategic review. • Double-trigger Change in Control accelerated vesting provision modified for 2025 RSUs (12 month forward vesting rather than typical full acceleration) given the high potential for CCS segment divestiture. Double-trigger Change in Control accelerated vesting provision for 2025 PSUs changed from typical acceleration to 12-month forward vesting for the same reason. |

  34. 2025 SAY-ON-PAY VOTE RESPONSIVENESS

    2025 SAY-ON-PAY VOTE RESPONSIVENESS At the Company’s 2025 annual meeting, approximately 58% of the votes cast were in favor of our advisory say-on-pay proposal. The Compensation Committee recognizes that this level of support reflects meaningful investor concern and takes the outcome seriously. During April and May 2025, we contacted stockholders representing approximately 48% of our outstanding shares, offering to engage directly to better understand investor perspectives. Stockholders representing approximately 29% of shares outstanding accepted our offer and met with members of our leadership team. In a majority of meetings, the Chair of our Compensation Committee also participated and engaged directly with stockholder representatives. Although most stockholders expressed an understanding of the Company’s circumstances in 2024 and did not provide prescriptive feedback, investors were interested in understanding the Company’s plans for returning to more conventional, performance-based long-term incentives. Stockholders who voted against our say-on-pay proposal consistently pointed to concerns with our 2024 long-term incentive structure, in particular the PSU award’s annual performance period and cash delivery. Many stockholders also cited our modification of in-cycle PSU performance targets as a significant factor that influenced their 2025 voting decision.

  35. 2025 SAY-ON-PAY VOTE RESPONSIVENESS

    | Key Themes | Our Response and Perspective | | Stockholders disfavored the 2024 cash LTIP award’s one-year performance period and cash payout and encouraged us to return to longer-term performance-based equity incentives | • The Compensation Committee determined that the use of cash LTIP awards tied to strategic objectives in 2024 was most aligned with our critical strategic objectives and avoided significant dilution that would have resulted from continued emphasis on equity given our very low stock price in early 2025. • As detailed in Key Compensation and Strategic Actions above, our 2025 LTI returned to an equity-based program with RSUs vesting annually over a three-year period and PSUs tied to performance during a three-year period. | | Stockholders questioned the Compensation Committee’s decision to modify the in-cycle goals of our 2022 and 2023 PSU awards | • The Compensation Committee’s decision to modify these awards in 2024 was driven by the extraordinary circumstances the Company faced following the grant of these awards, which included supply chain challenges, unpredictable customer ordering patterns and general concerns regarding our near-term stability, as well as adjustments to reflect the divestiture of the Home Networks segment. • After carefully considering alternatives, the Compensation Committee determined that modification of the PSU goals was critical to address retention concerns and better align targets with the expectations for our core business following the Home Networks divestiture. • Both 2022 and 2023 PSUs were tied to cumulative Core Adjusted EBITDA, and targets were adjusted only for future fiscal years (e.g., for 2022 PSUs, only the Adjusted EBITDA associated with 2024 performance was modified). As modified, the goals remained challenging, with 2022 PSUs being earned at 69.7% of target and 2023 PSUs being earned at 128.4% of target. • The Compensation Committee believes that adjustments are appropriate in the case of corporate transactions that necessitate adjustment to align with our go-forward business. As such, the only adjustments to outstanding incentives in 2025 were directly tied to the divestiture of our OWN segment and DAS business. The Compensation Committee’s view is that any other modifications to incentive awards are only warranted in extraordinary circumstances. No such modifications were approved in 2025. |

  36. 2025 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’ 2025 AIP was based on the following metrics: | | | | | • • | 90% on Adjusted EBITDA (including CCS) 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. | | | PSUs | • | Directly links senior management's and stockholders' interest by tying long-term incentive to Adjusted EBITDA. PSUs have a 3-year performance period, with targets established at the beginning of the period, and measured and vested annually. | |

  37. 2025 COMPENSATION ELEMENTS

    A majority of the target compensation opportunity for our NEOs was in the form of at-risk compensation, including a significant portion tied to the achievement of measurable financial or strategic objectives and/or the performance of our stock price during the year. In 2025, both the AIP and PSUs were tied to Adjusted EBITDA performance, with PSUs measured over a multi-year time horizon. Our Compensation Committee considered Adjusted EBITDA to be a critical measure for our business and most aligned with our strategic and financial objectives, including prioritization of profitability and further deleveraging our balance sheet in our strategic roadmap.

  38. 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 | | |

  39. 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 Compensation Committee. The Compensation Committee reviews the objectivity and independence of the advice provided by Compensia. In 2025, the Compensation 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.

  40. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP 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 2025. The compensation peer group consisted of the following 17 companies.

  41. COMPENSATION PEER GROUP

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

  42. COMPENSATION PEER GROUP

    | | 2026 Proxy Statement | 43 |

  43. 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.

  44. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN In February 2025, the Compensation Committee approved Company performance objectives under the AIP that were based on Adjusted EBITDA and Strategic Objectives tied to transformation initiatives. 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. The Adjusted EBITDA objective for the NEOs was based on consolidated results, except for Mr. ter Linde, whose Adjusted EBITDA objective was specific to the CCS segment. At that time, the Company's Adjusted EBITDA financial performance metrics were the aggregate results of our CCS, NICS and ANS segments. In the third quarter of 2025, CCS was deemed discontinued operations for financial reporting purposes; however, as it was still a part of the Company, it remained a part of the financial performance measures for incentive purposes.

  45. ANNUAL INCENTIVE PLAN

    | 44 | 2026 Proxy Statement | |

  46. ANNUAL INCENTIVE PLAN

    Our Compensation Committee determined that Adjusted EBITDA and strategic objectives tied to our transformation initiatives were meaningful measures of the Company’s financial performance and align with the interests of our stockholders for long-term value creation.

  47. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Rationale | | Adjusted EBITDA (including CCS)(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 transformation initiatives and the Company's stated goal of continuous improvement, including successful divestiture related activities (divestitures, transition services agreements (TSAs), and elimination of stranded cost), strengthening our General Manager operating model, and strategic AI activities. |

  48. ANNUAL INCENTIVE PLAN

    (1) For all NEOs except Mr. ter Linde, whose 2025 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 key strategic goals for 2025 relating to transformation initiatives, specifically focusing on the successful execution of planned divestitures, identification and elimination of stranded costs, further strengthening of the General Manager operating approach in each business, as well as continued adoption of AI initiatives. 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, 2025 for all NEOs. The Adjusted EBITDA target for fiscal 2025 was based on our strategic plan to continue focusing on strong profitably, as we completed debt restructuring along with business transformation initiatives.

  49. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Level | Threshold ($M) | Target ($M) | Maximum ($M) | | | | Goal | $922.5 | $1,025.0 | $1,230.0 | | Adjusted EBITDA (including CCS) | 90% | % of Target Performance | 90% | 100% | 120% | | | | % of Target Payout | 50% | 100% | 210% | | | | Goal | | Tied to Transformation Initiatives | | | Strategic Objectives | 10% | Performance | Partially Meets Expectations | Meets Expectations | Exceeds Expectations | | | | % of Target Payout | 0% | 100% | 210% |

  50. ANNUAL INCENTIVE PLAN

    | | 2026 Proxy Statement | 45 |

  51. ANNUAL INCENTIVE PLAN

    Mr. ter Linde’s Adjusted EBITDA goals related to the CCS segment were $711.0 million threshold, $790.0 million target and $948.0 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 included key performance indicators that are tied to transformation initiatives and the Company's stated goal of continuous improvement, including successful divestiture-related activities (divestitures, transition services agreements (TSAs), and elimination of stranded cost), strengthening our General Manager operating model, and strategic AI activities. The actual level of achievement for the AIP is shown below based on the metrics and weightings previously approved by the Compensation Committee.

  52. ANNUAL INCENTIVE PLAN

    | Performance Metric | Weighting | Actual Achievement ($M) | % of Target Actual Performance | % of Target Actual Payout | | Adjusted EBITDA (including CCS) | 90% | $1,334.0 | 130.1% | 210.0% | | Strategic Objectives | 10% | Exceeds Expectations | Exceeds Expectations | 210.0% | | Total | 100% | | | 210.0% |

  53. ANNUAL INCENTIVE PLAN

    Based on the actual level of achievement set forth above, Messrs. Treadway, Lorentzen, and Gilstrap and Ms. Bowen were entitled to bonus payments in amounts equal to 210% of their target bonus amounts. Unlike the other NEOs, Mr. ter Linde's bonus was based on the performance of the CCS segment. Actual achievement for the CCS segment was Adjusted EBITDA of $954.6 million, which was $6.6 million above maximum and the segment exceeded expectations for their strategic objective, which was 210% of target. Percentage of target actual payout was 210% for the CCS segment Adjusted EBITDA and also for the strategic performance objective for a combined total achievement of 210%. The following table sets forth the earned amounts for our NEOs under the AIP based on fiscal 2025 performance and their respective targets for the year.

  54. ANNUAL INCENTIVE PLAN

    | | Target Award | Actual 2025 Award | | | Name | (% of 2025 Salary) | % of 2025 Salary(1) | Payout Amount | | Charles L. Treadway | 150.0% | 315.00% | $4,095,000 | | Kyle D. Lorentzen | 110.0% | 231.00% | $1,617,000 | | Koen ter Linde | 80.0% | 168.00% | $866,040 | | Krista R. Bowen | 65.9% | 141.75% | $640,425 | | Charles A. Gilstrap | 53.8% | 113.27% | $431,536 | | Justin C. Choi | 80.0% | — | $— |

  55. ANNUAL INCENTIVE PLAN

    (1) The NEOs received a performance payout of 210.0% of target.

  56. 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 the total target value and mix of equity incentive award grants, the Compensation 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 2025, we allocated the long-term incentive awards for our executives into time-vesting RSUs (50%) and PSUs eligible to be earned based upon our annual Adjusted EBITDA performance over a three-year performance period (50%). The Compensation Committee believes this mix provides an appropriate balance of incentives to drive a pay for performance focus and alignment with shareholder interests without promoting excessive risk-taking.

  57. LONG-TERM INCENTIVE AWARDS

    | 46 | 2026 Proxy Statement | |

  58. RSUs

    RSUs Each of the NEOs received an award of RSUs that vest in annual installments over a three-year period, conditioned upon his or her continuous service.

  59. PSUs

    PSUs The PSUs granted to each of the NEOs in 2025 include performance conditions relating to the Company’s Adjusted EBITDA over fiscal years 2025-2027. Previously, the Company used a single three-year cumulative target for EBITDA-based PSUs. Given the strategic transformation initiatives and the challenges of determining three-year performance goals during this time, for the PSUs granted in 2025, the Compensation Committee set annual targets and payout rates for each of the three fiscal years (2025-2027) at the outset of the three-year performance period. Performance is assessed annually against these targets, with shares received following the end of each performance year if and to the extent the performance measures are met. The NEOs can earn between 0% and 200% of the granted PSUs based on the Company’s performance. The performance targets established in advance for the PSUs are competitively sensitive, and disclosure would cause competitive harm to the Company. Accordingly, the applicable targets and payout amounts will be evaluated and disclosed following the end of each of the three performance years. The levels of performance required to achieve target payout represent goals that are considered achievable but difficult to accomplish. For fiscal year 2025, NEOs were eligible to earn the target number of PSUs for the first tranche of the awards (one-third of the target PSUs for the three-year performance period) based on the achievement of Adjusted EBITDA of $1.0 billion. Alternatively, NEOs were eligible to earn 50% of target for threshold achievement of $900 million and 200% of target for maximum performance of $1.1 billion. Payouts between performance levels are determined to the nearest tenth of a percentage point using linear interpolation and rounded up to the nearest whole share. Based on our actual Adjusted EBITDA of $1.3 billion for 2025, the Compensation Committee approved a payout to each NEO equal to 200% of their respective target PSUs for the 2025 performance year.

  60. Summary of Equity Awards Granted in 2025

    Summary of Equity Awards Granted in 2025 The aggregate target level for long-term incentive awards granted in 2025 was $10 million for Mr. Treadway, $3.9 million for Mr. Lorentzen, $1.2 million for Ms. Bowen, $0.4 million for Mr. Gilstrap, $1.2 million for Mr. ter Linde, and $1.9 million for Mr. Choi. The Compensation Committee determined the number of awards using the market price per share of $6.35 on March 1 for Messrs. Treadway, Lorentzen, ter Linde and Choi, and $6.04 on June 1 for Ms. Bowen and Mr. Gilstrap), which resulted in the grant of the following number of awards:

  61. Summary of Equity Awards Granted in 2025

    | Name | 2025 LTI Target $ | RSU Value $ | PSU Value $ | RSU Grant # | PSU Grant # | Total Grant # | | Charles L. Treadway | 10,001,250 | 5,000,625 | 5,000,625 | 787,500 | 787,500 | 1,575,000 | | Kyle D. Lorentzen | 3,900,170 | 1,950,085 | 1,950,085 | 307,100 | 307,100 | 614,200 | | Koen ter Linde | 1,200,150 | 600,075 | 600,075 | 94,500 | 94,500 | 189,000 | | Krista R. Bowen | 1,200,752 | 600,376 | 600,376 | 99,400 | 99,400 | 198,800 | | Charles A. Gilstrap | 401,056 | 200,528 | 200,528 | 33,200 | 33,200 | 66,400 | | Justin C. Choi | 1,901,190 | 950,595 | 950,595 | 149,700 | 149,700 | 299,400 |

  62. Summary of Equity Awards Granted in 2025

    Given the high potential for the CCS segment divestiture, the 2025 RSUs and PSUs have "double trigger" change in control vesting provisions that differ from the provisions we used in previous years. Similar to previous years, a change in control acceleration only occurs in the event of a change in control of the Company in which the awards are not assumed or equitably converted or substituted, or, if the awards are assumed or equitably converted or substituted, upon a termination without cause or resignation for good reason within twenty-four months following closing. In such an event, the 2025 RSUs would forward vest by 12 months instead of vesting in full, and instead of pro rata vesting for the entire performance period, the 2025 PSUs would vest at actual performance for any completed performance period and partially vest at target performance based on a period of twelve months following closing for any remaining performance periods. For more information, see "Potential Payments Upon Termination or Change in Control" on page 57.

  63. Summary of Equity Awards Granted in 2025

    | | 2026 Proxy Statement | 47 |

  64. Modification of Certain Equity Awards

    Modification of Certain Equity Awards In February 2025, our Compensation Committee reviewed our progress against goals for the Core Adjusted EBITDA PSUs granted in 2023, for which payouts were tied to our achievement of cumulative Core Adjusted EBITDA for 2023 through 2025. Following this review, and after taking into consideration significant changes to our business and strategy that were not anticipated at the time the original award was approved, including the sale of our OWN segment in early 2025, the Compensation Committee determined to modify the performance targets for these grants. For certain of the 2023 Core Adjusted EBITDA PSUs (the 2X 2023 Core Adjusted EBITDA PSUs), participants were eligible to earn a 50% threshold payout for performance equal to 87% of target and a 200% maximum payout for performance equal to 110% of target. Other 2023 Core Adjusted EBITDA PSUs used the same performance goals as the 2X 2023 Core Adjusted EBITDA PSUs, but provide for a single payout level at target (100%) if the performance goal was achieved, and no payout if the goal was not achieved (the 1X 2023 Core Adjusted EBITDA PSUs). As shown below, the modifications to the target level of performance reflect a change only in the 2025 Core Adjusted EBITDA target included in the cumulative 3-year total. Modifications of Core Adjusted EBITDA targets for the in-progress year 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.

  65. Modification of Certain Equity Awards

    | Approved Payout Structure for 2023 PSUs | | | Modified Payout Structure for 2023 PSUs | | | | Max (200% Payout) | 110% of Target | $3.895B | Max (200% Payout) | 110% of Target | $3.702B | | Target (100% Payout) | 100% of Target | $3.541B | Target (100% Payout) | 100% of Target | $3.365B | | Threshold (35% Payout) | 87% of Target | $3.081B | Threshold (35% Payout) | 87% of Target | $2.928B |

  66. Modification of Certain Equity Awards

    Note: Maximum and threshold performance and payout levels applied only to 2X 2023 Core Adjusted EBITDA PSUs. Performance and payout for 1X 2023 Core Adjusted EBITDA PSUs was at a single payout level at target or no payout if the goal was not achieved. 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 impact that the OWN segment divestiture was expected to have on Adjusted EBITDA for 2025, as well as the status of other outstanding equity awards. In evaluating available alternatives for motivating and retaining our NEOs during a critical and transformational year, the Compensation Committee determined that modifying the 2023 Adjusted EBITDA PSUs best supported objectives during the year.

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

    OUTCOMES OF PREVIOUSLY GRANTED PERFORMANCE-BASED LONG-TERM INCENTIVES

  68. 2023 Core Adjusted EBITDA PSUs

    2023 Core Adjusted EBITDA PSUs Following the modification of the 2023 Core Adjusted EBITDA PSUs in February 2025, 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 $3.365 billion for the performance period. NEOs with 2X Adjusted Core EBITDA PSUs also were eligible to earn up to 200% of target for maximum achievement of cumulative Adjusted EBITDA of $3.702 billion. Based on our actual cumulative Adjusted EBITDA for 2023 through 2025 including adjustments related to non-recurring events, the Compensation Committee approved a payout to each NEO equal to 128.4% of their respective target for the 2X 2023 Core Adjusted EBITDA PSUs for the performance period and 100% of their respective target for the 1X 2023 Core Adjusted EBITDA PSUs.

  69. 2023 Core Adjusted EBITDA PSUs

    | 48 | 2026 Proxy Statement | |

  70. 2023 Core Adjusted EBITDA PSUs

    | Name | Target Adj. EBITDA PSUs | Earned Adj. EBITDA PSUs | | Charles L. Treadway | 422,600 | 542,618 | | Kyle D. Lorentzen | 120,500 | 154,722 | | Koen ter Linde | 85,800 | 110,167 | | Krista R. Bowen(1) | 37,833 | 42,838 | | Charles A. Gilstrap(1) | 25,987 | 30,460 | | Justin C. Choi | 80,300 | 83,057 |

  71. 2023 Core Adjusted EBITDA PSUs

    (1) Target and earned includes 1X and 2X 2023 Core Adjusted EBITDA PSUs for Ms. Bowen and Mr. Gilstrap. Ms. Bowen's 1X Core Adjusted EBITDA PSUs were earned at the target amount of 20,209 units and 2X Core Adjusted EBITDA PSUs reflect a target of 17,624 units and earned of 22,629 units. Mr. Gilstrap's 1X Core Adjusted EBITDA PSUs were earned at the target amount of 10,237 units and 2X Core Adjusted EBITDA PSUs reflect a target of 15,750 units and earned of 20,223 units.

  72. 2023 TSR PSUs

    2023 TSR PSUs For a 3-year performance period ending February 28, 2026, NEOs were eligible to earn shares based on our level of total stockholder return relative to the companies included in the S&P 500 benchmark. By the terms of these awards, in the event of a change in control of the Company, the performance period would end on the last day of the month preceding the closing. Because the divestiture of our CCS segment in January 2026 qualified as a change in control under the terms of our 2019 Long Term Incentive Plan, the performance period for the 2023 TSR PSUs ended on December 31, 2025. Our relative TSR for such period was at the 90th percentile, which resulted in performance at the maximum level for these awards.

  73. 2023 TSR PSUs

    | Name | Target TRS PSUs | Earned TSR PSUs | | Charles L. Treadway | 281,700 | 563,400 | | Kyle D. Lorentzen | 80,300 | 160,600 | | Koen ter Linde | 57,200 | 114,400 | | Krista R. Bowen | — | — | | Charles A. Gilstrap | — | — | | Justin C. Choi | 53,600 | 80,400 |

  74. Success Bonus Agreements

    Success Bonus Agreements On September 2, 2025, the Company entered into a Success Bonus Agreement with Mr. ter Linde that provided that if Mr. ter Linde remained employed by the Company through the closing of the divestiture of the CCS Segment, the Company would pay him a cash award equal to $1,980,000. The Success Bonus Agreement also provided that if Mr. ter Linde received the success bonus, he would not be entitled to any compensation or benefits under his Severance Protection Agreement in connection with the termination of his employment with the Company upon the closing of such transaction. Certain executive officers, including Ms. Bowen and Mr. Gilstrap, were parties to similar Success Bonus Agreements with the Company relating to both the divestiture of the OWN segment (2025 payments of $264,366 for Ms. Bowen and $236,250 for Mr. Gilstrap) and the divestiture of the CCS segment ($1,750,000 for Ms. Bowen and $1,240,000 for Mr. Gilstrap). The Compensation Committee believes that these success bonus agreements were necessary to retain key personnel through the completion of these important transactions.

  75. 280G Mitigation Actions

    280G Mitigation Actions The divestiture of the CCS segment in January 2026 was treated as a change in the ownership of a substantial portion of the Company’s assets for purposes of the so-called “golden parachute rules” under Section 280G and 4999 of the Code. In reviewing what were projected to be significant impacts of the 280G deduction loss for the Company and the 280G excise tax for our named executive officers, our Compensation Committee considered alternatives that would mitigate these tax effects without undermining the objectives of our long-term incentive arrangements, including retention and ensuring alignment between executive and stockholder interests.

  76. 280G Mitigation Actions

    | | 2026 Proxy Statement | 49 |

  77. 280G Mitigation Actions

    To mitigate the potential impact of Section 280G and Section 4999 of the Code on the Company and certain of its executive officers, the Compensation Committee approved the acceleration and payment of the following amounts in December 2025 (the “Accelerated Amounts”): payment of the annual cash incentive awards under the 2025 AIP, otherwise scheduled to be paid in March 2026 • payment of the remaining installment of the 2024 Long-Term Cash Incentive Awards, otherwise scheduled to be paid in March 2026 • payment of the success bonuses to Mr. ter Linde, Ms. Bowen and Mr. Gilstrap, otherwise scheduled to be paid in connection with the closing of the CCS transaction in January 2026 • for certain executives, acceleration and vesting of the final tranche of the 2023 RSUs and/or the second tranche of the 2024 RSUs, both otherwise scheduled to vest in June 2026 • for certain executives, acceleration and vesting of the 2023 Adjusted EBITDA PSUs at the target level of achievement, with the remaining portion vesting in June 2026 based on actual performance (the 2023 Adjusted EBITDA PSU performance period ended December 31, 2025, shortly after the acceleration occurred in mid-December) • for certain executives, acceleration and vesting of the 2023 TSR PSUs at the 175% level of achievement, otherwise scheduled to vest in June 2026, with the remaining portion scheduled to vest in June 2026 based on actual, higher performance • NOTE: NEOs that received cash or equity acceleration remain employed with Vistance Networks and are leading key efforts within the Company. Mr. ter Linde, however, left the company in connection with the CCS transaction in his role as Senior Vice President & President, CCS. All cash-based items included in Accelerated Amounts (i.e., payments relating to the 2025 AIP awards, the 2024 Long-Term Cash Incentive Awards, and the success bonuses) were subject to the terms of Compensation Acceleration Agreements between the Company and the executive officers (each an “Acceleration Agreement”). Pursuant to each Acceleration Agreement, if an executive’s employment with the Company was terminated for “cause” or voluntarily by the executive prior to the closing date of the divestiture of the CCS segment, the executive would have been required to repay any unearned cash-based Accelerated Amounts to the Company within thirty days after receipt of a repayment notice from the Company. Accelerated Amounts were approved selectively, targeting awards that would otherwise be paid or vest shortly after the end of our fiscal year. Performance awards were only paid out at levels we were certain would be achieved for the year, with the remaining portion vesting in 2026 once actual results were finalized. In approving these accelerated payments, the Compensation Committee also evaluated the outstanding long-term incentives and potential change-in-control severance payments for affected executives in order to ensure that accelerated payments would not compromise retention hold through and beyond the close of the CCS transaction. These Accelerated Amounts represent payments or amounts the executive officer otherwise would have been entitled to receive upon the consummation of the closing of the divestiture of the CCS segment or otherwise in 2026, and there will be no duplication of payments. All accelerated equity awards were settled in stock, rather than cash, and no new equity awards were granted in connection with the divestiture of the CCS segment. All Accelerated Amounts were subject to applicable tax withholdings. The cash and equity portions of the Accelerated Amounts are included in the Summary Compensation Table and the Option Exercises and Stock Vested Table, respectively (although the final installment of the 2024 Long-Term

  78. 280G Mitigation Actions

    | 50 | 2026 Proxy Statement | |

  79. 280G Mitigation Actions

    Cash Incentive Awards was included in the Summary Compensation Table last year, when the performance vesting completed). The number of accelerated awards for the NEOs is as follows:

  80. 280G Mitigation Actions

    | | Equity Awards Accelerated Into 2025 | | | | | | Name | 2023 EBITDA PSUs | 2023 TSR PSUs | 2023 RSUs | 2024 RSUs | Total Accelerated | | Charles L. Treadway | 422,600 | 492,975 | 299,601 | — | 1,215,176 | | Kyle D. Lorentzen | 120,500 | 140,525 | 85,434 | — | 346,459 | | Koen ter Linde | 85,800 | 100,100 | 47,634 | 160,000 | 393,534 | | Krista R. Bowen | 37,833 | — | 13,708 | 35,624 | 87,165 | | Charles A. Gilstrap | — | — | — | — | — | | Justin C. Choi | — | — | — | — | — |

  81. 280G Mitigation Actions

    In addition, the Company may obtain third-party valuations of restrictive covenants and pre- or post-change in control “reasonable compensation” (as defined in Section 280G of the Code), or enter into new or expanded non-competition agreements with the Company’s executives, to further mitigate the potential impact on the executive and the Company.

  82. 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.”

  83. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    SUMMARY COMPENSATION TABLE (SCT) FOR 2025 The following table provides information regarding the compensation that we paid our NEOs for services rendered during the fiscal years ended December 31, 2025, 2024 and 2023.

  84. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(6) | Total ($) | | Charles L. Treadway | 2025 | 1,300,000 | — | 10,001,250 | — | 4,095,000 | — | 21,600 | 15,417,850 | | President, Chief Executive Officer and Director | 2024 | 1,300,000 | — | 3,967,596 | — | 14,722,615 | — | 63,600 | 20,053,811 | | | 2023 | 1,300,000 | — | 10,724,999 | — | 195,000 | — | 80,464 | 12,300,463 | | Kyle D. Lorentzen | 2025 | 700,000 | — | 3,900,170 | — | 1,617,000 | — | 21,600 | 6,238,770 | | Executive VP and Chief Financial Officer | 2024 | 692,917 | — | 1,475,039 | — | 8,356,170 | — | 21,294 | 10,545,420 | | | 2023 | 683,000 | — | 3,057,961 | — | 68,300 | — | 20,394 | 3,829,655 | | Koen ter Linde | 2025 | 515,500 | 1,980,000 | 1,200,150 | 63,780 | 866,040 | — | 21,600 | 4,647,070 | | Former Senior VP & President, CCS | 2024 | 468,083 | — | 516,660 | — | 1,345,189 | — | 21,294 | 2,351,226 | | Krista R. Bowen | 2025 | 451,785 | 2,014,366 | 1,200,752 | — | 640,425 | — | 21,600 | 4,328,928 | | Senior VP, General Counsel, Chief Administrative Officer and Secretary | | | | | | | | | | | Charles A. Gilstrap | 2025 | 380,987 | 1,476,250 | 401,056 | — | 431,536 | — | 21,600 | 2,711,429 | | Senior VP Treasury, Tax & Chief Accounting Officer | | | | | | | | | | | Justin C. Choi | 2025 | 241,979 | — | 1,901,190 | — | — | — | 648,082 | 2,791,251 | | Former Senior VP, Chief Legal Officer and Secretary | 2024 | 575,000 | — | 766,497 | — | 1,674,822 | — | 21,294 | 3,037,613 | | | 2023 | 575,000 | — | 2,038,672 | — | 46,000 | — | 20,394 | 2,680,066 |

  85. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    (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 2025, all salary changes were effective on July 1 except for Ms. Bowen and Mr. Gilstrap whose changes were effective on May 14 and April 1, respectively. (2) Amounts represent bonuses paid pursuant to success bonus agreements. For the CCS divestiture, Mr. ter Linde and Mr. Gilstrap received $1,980,000 and $1,240,000, respectively, and Ms. Bowen received $1,750,000. For the OWN divestiture, Mr. Gilstrap received $236,250 and Ms. Bowen received $264,366 during the year ended December 31, 2025. See "Success Bonus Agreements" on page 49 for more details. (3) 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. 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, 2025 for information regarding the assumptions used to value these awards. Amounts for 2024 also include the incremental fair value related to the modification of certain performance-based stock awards in 2024 for all NEOs. Assuming the highest level of performance conditions are achieved for the performance-based awards, the grant date stock award values are outlined below:

  86. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    | Year | Mr. Treadway ($) | Mr. Lorentzen ($) | Mr. ter Linde ($) | Ms. Bowen ($) | Mr. Gilstrap ($) | Mr. Choi ($) | | 2025 | 15,001,875 | 5,850,255 | 1,800,225 | 1,801,128 | 601,584 | 2,851,785 | | 2024 | 5,256,492 | 1,884,247 | 711,876 | | | 1,024,041 | | 2023 | 16,449,498 | 4,690,012 | | | | 3,127,114 |

  87. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    (4) In September 2025, the Compensation Committee approved an amendment to vested options to allow them to remain exercisable for a period of one year following termination. The amount included in the Option Awards column for Mr. ter Linde includes the incremental fair values resulting from this equity modification. Amounts represent AIP bonus payments by performance year. The payments for Messrs. Treadway and Lorentzen in 2025, 2024, and 2023 were 210.0%, 157.6%, and 10.0% of target, respectively. The payments for Mr. ter Linde in 2025 and 2024 were 210.0% and 199.0% of target, respectively. The payments for Ms. Bowen and Mr. Gilstrap were 210.0% in 2025. Mr. Choi's payments in 2024 and 2023 were 157.6% and 10%, respectively.

  88. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    | 54 | 2026 Proxy Statement | |

  89. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    The following table shows all amounts included in the “All Other Compensation” column for 2025 for each NEO:

  90. SUMMARY COMPENSATION TABLE (SCT) FOR 2025

    | | All Other Compensation | | | | | | Name | Company Contribution to 401(k) Plan ($) | Life Insurance Premiums ($) | Vacation/Holiday Payout ($) | Severance Payment ($) | Total ($) | | Charles L. Treadway | 21,000 | 600 | — | — | 21,600 | | Kyle D. Lorentzen | 21,000 | 600 | — | — | 21,600 | | Koen ter Linde | 21,000 | 600 | — | — | 21,600 | | Krista R. Bowen | 21,000 | 600 | — | — | 21,600 | | Charles A. Gilstrap | 21,000 | 600 | — | — | 21,600 | | Justin C. Choi | 21,000 | 300 | 23,032 | 603,750 | 648,082 |

  91. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025

  92. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | | 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 | | | | | | | | | | | | | | 2025 AIP(1) | | | 877,500 | 1,950,000 | 4,095,000 | — | — | — | — | — | — | — | | 2025 RSU(2) | 3/1/2025 | 2/24/2025 | — | — | — | — | — | — | 787,500 | — | — | 5,000,625 | | 2025 PSU(3) | 3/1/2025 | 2/24/2025 | — | — | — | 393,750 | 787,500 | 1,575,000 | — | — | — | 5,000,625 | | Kyle D. Lorentzen | | | | | | | | | | | | | | 2025 AIP(1) | | | 346,500 | 770,000 | 1,617,000 | — | — | — | — | — | — | — | | 2025 RSU(2) | 3/1/2025 | 2/24/2025 | — | — | — | — | — | — | 307,100 | — | — | 1,950,085 | | 2025 PSU(3) | 3/1/2025 | 2/24/2025 | — | — | — | 153,550 | 307,100 | 614,200 | — | — | — | 1,950,085 | | Koen ter Linde | | | | | | | | | | | | | | 2025 AIP(1) | | | 185,580 | 412,400 | 866,040 | — | — | — | — | — | — | — | | 2025 RSU(2) | 3/1/2025 | 2/24/2025 | — | — | — | — | — | — | 94,500 | — | — | 600,075 | | 2025 PSU(3) | 3/1/2025 | 2/24/2025 | — | — | — | 47,250 | 94,500 | 189,000 | — | — | — | 600,075 | | Modified Awards(4) | | 9/24/2025 | — | — | — | — | — | — | — | 32,050 | 18.60 | 63,780 | | Krista R. Bowen | | | | | | | | | | | | | | 2025 AIP(1) | | | 137,234 | 304,964 | 640,425 | — | — | — | — | — | — | — | | 2025 RSU(2) | 6/1/2025 | 5/30/2025 | — | — | — | — | — | — | 99,400 | — | — | 600,376 | | 2025 PSU(3) | 6/1/2025 | 5/30/2025 | — | — | — | 49,700 | 99,400 | 198,800 | — | — | — | 600,376 | | Charles A. Gilstrap | | | | | | | | | | | | | | 2025 AIP(1) | | | 92,472 | 205,493 | 431,536 | — | — | — | — | — | — | — | | 2025 RSU(2) | 6/1/2025 | 5/30/2025 | — | — | — | — | — | — | 33,200 | — | — | 200,528 | | 2025 PSU(3) | 6/1/2025 | 5/30/2025 | — | — | — | 16,600 | 33,200 | 66,400 | — | — | — | 200,528 | | Justin C. Choi | | | | | | | | | | | | | | 2025 AIP(1) | | | 207,000 | 460,000 | 966,000 | — | — | — | — | — | — | — | | 2025 RSU(2) | 3/1/2025 | 2/24/2025 | — | — | — | — | — | — | 149,700 | — | — | 950,595 | | 2025 PSU(3) | 3/1/2025 | 2/24/2025 | — | — | — | 74,850 | 149,700 | 299,400 | — | — | — | 950,595 |

  93. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1) Reflects the range of awards that could potentially have been earned during 2025 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 2025. (2) Reflects RSUs granted in 2025, which vest in equal installments over three years. (3) Reflects potential share payouts with respect to PSUs, with an annual Adjusted EBITDA metric, granted in 2025 at threshold, target, and maximum. These awards are divided into three equal tranches, with each tranche tied to a separate fiscal year performance period (2025, 2026, and 2027). 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). (4) Reflects the incremental fair values resulting from the equity modifications to certain awards, as discussed in more detail in footnote 4 to the SCT.

  94. NARRATIVE SUPPLEMENT TO SCT FOR 2025 AND GRANTS OF PLAN-BASED AWARDS IN 2025 TABLE

    NARRATIVE SUPPLEMENT TO SCT FOR 2025 AND GRANTS OF PLAN-BASED AWARDS IN 2025 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.

  95. NARRATIVE SUPPLEMENT TO SCT FOR 2025 AND GRANTS OF PLAN-BASED AWARDS IN 2025 TABLE

    | | 2026 Proxy Statement | 55 |

  96. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table provides information regarding option and stock awards held by our NEOs as of December 31, 2025.

  97. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(4) | | Charles L. Treadway | 3/1/2023 | | | | | | 120,018 | 2,175,926 | 70,425 | 1,276,805 | | | 3/1/2024 | | | | | | 440,000 | 7,977,200 | — | — | | | 6/1/2024 | | | | | | 893,334 | 16,196,145 | — | — | | | 3/1/2025 | | | | | | 787,500 | 14,277,375 | 1,050,000 | 19,036,500 | | Kyle D. Lorentzen | 3/1/2023 | | | | | | 34,222 | 620,445 | 20,075 | 363,960 | | | 3/1/2024 | | | | | | 125,400 | 2,273,502 | — | — | | | 6/1/2024 | | | | | | 394,600 | 7,154,098 | — | — | | | 3/1/2025 | | | | | | 307,100 | 5,567,723 | 409,467 | 7,423,637 | | Koen ter Linde | 5/15/2019 | 32,050 | | | 18.60 | 5/15/2029 | — | — | — | — | | | 6/1/2023 | | | | | | 24,367 | 441,774 | 14,300 | 259,259 | | | 3/1/2025 | | | | | | 94,500 | 1,713,285 | 126,000 | 2,284,380 | | Krista R. Bowen | 6/1/2023 | | | | | | 5,005 | 90,741 | — | — | | | 6/1/2024 | | | | | | 35,624 | 645,863 | — | — | | | 6/1/2025 | | | | | | 99,400 | 1,802,122 | 132,533 | 2,402,823 | | Charles A. Gilstrap | 6/1/2023 | | | | | | 42,710 | 774,332 | — | — | | | 6/1/2024 | | | | | | 73,500 | 1,332,555 | — | — | | | 6/1/2025 | | | | | | 33,200 | 601,916 | 44,267 | 802,561 | | Justin C. Choi | 3/1/2023 | | | | | | 83,057 | 1,505,823 | 80,400 | 1,457,652 |

  98. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    (1) Represents options that were fully vested as of December 31, 2025. (2) In December 2025, the Compensation Committee approved an acceleration of vesting for certain previously granted equity awards held by certain executive officers; the Company discusses this action and related compensation considerations on page 49. (3) Represents RSUs granted in 2024 and 2025 and PSUs granted in 2023 that are eligible for vesting. The RSUs generally vest, subject to the continued employment of the NEO, in substantially equal annual installments over three years beginning on the first anniversary of the grant date. For the 2024 RSU grant, the first tranche vested in December 2025 rather than on the original scheduled vesting date in June 2026 pursuant to Compensation Committee action. The entire 2025 RSU grant remained outstanding at December 31, 2025. For the 2023 Core Adjusted EBITDA PSUs, 100% of target vested in December 2025 for Messrs. Treadway, Lorentzen and ter Linde and Ms. Bowen and the remaining portion eligible for payout above target remained subject to the performance measure at year-end. Core Adjusted EBITDA performance for the 2023 Core Adjusted EBITDA PSUs exceeded target for the cumulative three year period (2022-2025) resulting in achievement of 128.4% of the PSUs granted for the 2X 2023 Core Adjusted EBITDA PSUs and 100% of the PSUs granted for the 1X 2023 Core Adjusted EBITDA PSUs. The 2023 Core Adjusted EBITDA PSUs will vest on June 1, 2026. (4) Represents unearned portions of PSUs granted in 2023 and 2025 that remained outstanding as of December 31, 2025. For the 2023 TSR PSUs other than those granted to Mr. Choi, 175% of target vested in December 2025. The remaining portion including the amount reflected for Mr. Choi are eligible for payout up to the 200% maximum subject to the market-based performance condition as of year-end. For the 2025 Annual EBITDA PSUs, the 2025 tranche is reported at the maximum payout level (200%) based on actual performance. The fiscal year 2026 and 2027 tranches remain subject to future annual performance periods and are reported at target as of December 31, 2025.

  99. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | 56 | 2026 Proxy Statement | |

  100. OPTION EXERCISES AND STOCK VESTED FOR 2025

    OPTION EXERCISES AND STOCK VESTED FOR 2025 The following table provides information concerning the exercise of stock options and vesting of stock awards during the year ended December 31, 2025. No options were exercised by our NEOs during 2025.

  101. OPTION EXERCISES AND STOCK VESTED FOR 2025

    | | 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 | — | — | 2,475,804 | 29,305,085 | | Kyle D. Lorentzen | — | — | 781,225 | 8,810,280 | | Koen ter Linde | — | — | 541,486 | 7,918,212 | | Krista R. Bowen | — | — | 143,239 | 1,894,582 | | Charles A. Gilstrap | — | — | 56,639 | 342,100 | | Justin C. Choi | — | — | 240,742 | 1,453,915 |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  103. 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 2025, our employee population decreased significantly mainly due the sale of our OWN segment and DAS business unit and restructuring actions related to our transformation initiatives. 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, 2025. The compensation measure we used to determine our median employee included annual base salary as of October 31, 2025; 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 2025 annual total compensation of $15,417,850 as reflected in the SCT included in this Proxy Statement. Our median employee’s annual total compensation for 2025, calculated in the same manner as compensation in the SCT, was $16,244. As a result, Mr. Treadway’s annual total compensation is 949 times that of our median employee. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Commission rules. At the end of 2025, we had a team of over 20,000 employees to serve customers in over 70 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 $127,161 in 2025, resulting in a pay ratio calculation of 121:1.

  104. Ceo PAY RATIO

    | | 2026 Proxy Statement | 61 |

  105. 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 2025 (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.”

  106. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  107. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income (Loss) (in millions) ($) | Adjusted EBITDA (including CCS) (in millions) ($)(7) | | 2025 | 15,417,850 | 78,539,910 | 4,143,489 | 11,742,764 | 135.30 | 243.67 | 2,283.7 | 1,334.0 | | 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 |

  108. PAY VERSUS PERFORMANCE TABLE

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

  109. PAY VERSUS PERFORMANCE TABLE

    | Year | Primary Executive Officer (PEO) | Non-PEO NEOs | | 2025 | Charles L. Treadway | Kyle D. Lorentzen, Koen ter Linde, Krista R. Bowen, Charles A. Gilstrap, Justin C. Choi | | 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 |

  110. 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 2025 for Mr. Treadway are as follows:

  111. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(10,001,250) | | Fair value of awards granted during the year that remain outstanding and unvested as of year-end | 33,313,875 | | 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 | 20,679,407 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during the year | 19,130,028 | | Fair value of awards granted in prior years that were forfeited during the year | — | | Incremental fair value of awards modified during year | — | | Total | $63,122,060 |

  112. PAY VERSUS PERFORMANCE TABLE

    (3) 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. 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

  113. PAY VERSUS PERFORMANCE TABLE

    | 62 | 2026 Proxy Statement | |

  114. PAY VERSUS PERFORMANCE TABLE

    compensation for 2025 to determine the average CAP for the non-PEO NEOs, using the same methodology as described above in footnote 2:

  115. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(8,667,098) | | Fair value of awards granted during the year that remain outstanding and unvested as of year-end | 22,598,374 | | 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 | 13,002,972 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during the year | 12,706,331 | | Fair value of awards granted in prior years that were forfeited during the year | (1,707,987) | | Incremental fair value of awards modified during the year | 63,780 | | Total | $37,996,372 |

  116. PAY VERSUS PERFORMANCE TABLE

    (5) Cumulative TSR is calculated by dividing (a) 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. These share prices are adjusted for dividends paid during the measurement period, assuming they were reinvested. (6) 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. (7) Adjusted EBITDA (including CCS) consists of adjusted EBITDA from continuing operations but including the CCS segment. 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 CCS) 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 CCS) • Revenue TSR

  117. PAY VERSUS PERFORMANCE TABLE

    | | 2026 Proxy Statement | 63 |

  118. PAY VERSUS PERFORMANCE TABLE

    Relationship Between CAP and Performance Measures The following charts demonstrate the relationship between CAP to Mr. Treadway and average compensation paid to other NEOs (NEO Avg) and various performance measures of the Company for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.

  119. PAY VERSUS PERFORMANCE TABLE

    | 64 | 2026 Proxy Statement | |

  120. PAY VERSUS PERFORMANCE TABLE

    | | 2026 Proxy Statement | 65 |

  121. 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 1, 2026 (without giving effect to approval of the additional 6.9 million shares to be added to the 2019 Plan under this Proposal):

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

    | | Existing Plans(1) | | Total shares underlying outstanding stock options | 411,375 | | Weighted-average exercise price of outstanding stock options | $21.81 | | Weighted-average remaining contractual life of outstanding stock options | 1.3 years | | Total shares underlying time-based outstanding unvested full value awards | 8,200,890 | | Total shares underlying performance-based outstanding full value awards | 2,401,414(2) | | Total shares currently available for grant | 9,091,633(3) | | Common stock outstanding | 225,462,860(4) | | Market closing price of common stock | $17.76(4) |

  123. 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. (4) As of the record date, March 11, 2026.