DEF 14A of Optimum Communications, Inc., Apr 29, 2024

DEF 14A of Optimum Communications, Inc.

Filed Apr 29, 2024 · FY20230001628280-24-019009

Open on EDGAR

  1. Our Board

    Our Board Our Board is composed of nine members, three of whom have been determined by the Board to be independent directors under applicable NYSE corporate governance standards. Mr. Dennis Mathew is the Chairman of our Board. On August 2, 2023, we and Next Alt S.à r.l. (“Next Alt”), a wholly-owned and controlled personal holding company of Mr. Patrick Drahi, amended and restated that certain stockholders’ agreement, dated as of June 7, 2018 (the “Stockholders’ Agreement”), among us, Next Alt and A4 S.A., an entity controlled by family members of Mr. Patrick Drahi (“A4”), by entering into an Amended and Restated Stockholder Agreement, dated as of August 2, 2023 (the “A&R Stockholder Agreement”). We and Next Alt amended and restated the Stockholders’ Agreement in order to, among other things, remove (i) certain consent rights granted to Next Alt under the Stockholders’ Agreement, and (ii) references to “A4” following the transfer of ownership of A4 to Next Alt and the subsequent dissolution of A4 in October 2022. •Under the A&R Stockholder Agreement, Next Alt has the right to designate a number of directors to the board (the “Next Alt Designees”) based on Next Alt’s voting power as follows: ◦if Next Alt, Mr. Patrick Drahi (or his heirs or entities or trusts directly or indirectly under his or their control or formed for his or their benefit) or any of their affiliates (collectively, the “Drahi Group”) beneficially owns in the aggregate, at least 50% of the voting power of our outstanding capital stock: (i) the Company will cause the Board to consist of a majority of directors nominated by Next Alt, and (ii) for so long as the Board consists of nine members, Next Alt will have the right to designate six directors to the Board; ◦if the Drahi Group beneficially owns, in the aggregate, less than 50% of the voting power of our outstanding capital stock, Next Alt will have the right to designate a number of directors to the Board equal to the total number of directors comprising the entire Board multiplied by the percentage of the voting power of our outstanding common stock beneficially owned, in the aggregate, by the Drahi Group, rounding up in the case of any resulting fractional number; ◦if the Drahi Group beneficially owns, in the aggregate, less than 50% of the voting power of our outstanding capital stock, Next Alt will not have the right to designate a number of directors to the Board equal to or exceeding 50% of directors comprising the entire Board; ◦if a director designated by Next Alt resigns or is removed from the Board, only another director designated by Next Alt may fill the vacancy; and ◦in the event Mr. Patrick Drahi is not a member of our Board, one representative of the Drahi Group will have board observer rights so long as the Drahi Group beneficially owns, in the aggregate, at least 20% of the voting power of our outstanding capital stock. Messrs. Patrick Drahi, David Drahi, Goei, Okhuijsen and Stewart are Next Alt Designees to our Board.

  2. Our Board Meeting Quorum Requirements

    | Name | Year | Fees earned or paid in cash ($) | Stock awards ($)(1) | Total ($) | | Raymond Svider | 2023 | 117,500 | 127,345 | 244,845 | | Mark Mullen | 2023 | 110,000 | 127,345 | 237,345 | | Susan Schnabel | 2023 | 100,000 | 127,345 | 227,345 |

  3. PROPOSAL 1

    PROPOSAL 1 ELECTION OF DIRECTORS The Board has nominated the nine director candidates named below, all of whom currently serve as our directors, to hold office until our next annual meeting of stockholders. There are no vacancies on the Board. The Company representatives named in the proxy intend to vote for the election of each of the director nominees below, unless you indicate on your proxy that your vote should be voted against any or all of the nominees. Information on each of our nominees is given below. The Board recommends you vote FOR each of the following candidates: Dennis Mathew, 46, is Chief Executive Officer of Altice USA and has been Chairman of the Board of Altice USA since July 2023. Prior to his appointment as CEO of Altice USA in October 2022, Mr. Mathew served in various roles with Comcast Corporation, a multinational telecommunications conglomerate, including as Senior Vice President, Freedom Region from October 2021 to October 2022, and as Senior Vice President, Western New England Region from August 2019 to September 2021. Prior to that, Mr. Mathew served as Vice President and General Manager, Xfinity Home, Vice President, Xfinity Home Wholesale Product Operations, and Vice President, New Businesses for Comcast Corporation. Earlier in his career, Mr. Mathew held positions with Arthur Andersen and PricewaterhouseCoopers. Mr. Mathew earned his Bachelor of Science in economics with a concentration in finance and information management from the Wharton School of Management. Mr. Mathew’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations and telecommunications. Patrick Drahi, 60, is a director of Altice USA and previously served as its Chairman from 2018 to 2022. Mr. Drahi founded Altice Europe N.V. and its subsidiaries (the “Altice Group”) in 2002. Mr. Drahi is a graduate from the Ecole Polytechnique and Ecole Nationale Supérieure de Télécommunications and began his professional career with the Philips Group in 1988 where he was in charge of international marketing (UK, Ireland, Scandinavia, Asia) in satellite and cable TV (DTH, CATV, MMDS). In 1991, Mr. Drahi joined the US/Scandinavian group Kinnevik‑Millisat, where he was in charge of the development of private cable networks in Spain and France and was involved in the launch of commercial TV stations in Eastern Europe. In 1993, Mr. Drahi founded CMA, a consulting firm specialized in telecommunications and media, which was awarded a mandate from BCTV for the implementation of Beijing’s full-service cable network. In addition, Mr. Drahi founded two cable companies, Sud Câble Services (1994) and Médiaréseaux (1995), where he was involved in several network deployments and buyouts. When Médiaréseaux was taken over by United Pan-Europe Communications N.V. (“UPC”) at the end of 1999, Mr. Drahi advised UPC on its M&A activities until mid-2001. Mr. Patrick Drahi is the father of Dr. David Drahi. Mr. Drahi’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations, finance and telecommunications. David Drahi, 29, joined Altice USA as a director in 2019. Dr. Drahi is co-chief executive officer in charge of technology and new business of Altice group activities in Europe and has held that position since April 2022. Dr. Drahi graduated from the University of Oxford with a D.Phil. in Atomic and Laser Physics, obtained his Master in Optics and Photonics from the Imperial College of London, and pursued his Bachelor of Physics at Ecole Polytechnique Fédérale in Lausanne, Switzerland. His research covered the fields of Quantum Optics and Quantum Cryptography. He previously worked at Cabovisao, previously owned by Altice Europe, and Icart, a subcontractor to Altice Europe. David Drahi is Patrick Drahi's son. Dr. Drahi’s qualifications to sit on our Board include his experience in the areas of corporate strategy and operations. Dexter Goei, 52, is a director of Altice USA. Mr. Goei served as Chief Executive Officer of Altice USA from 2016 until October 2022 and as Executive Chairman from October 2022 until March 2023. Mr. Goei was chairman of the boards of Altice USA and Altice Europe until the Distribution (as defined below) and a director of Altice Europe until October 2018. Mr. Goei first joined the Altice Group as Chief Executive Officer in 2009, helping to lead its development and growth from a French cable operator to a multinational telecom operator with fixed and mobile assets across six different territories serving both residential and enterprise clients. Prior to joining the Altice Group, Mr. Goei spent 15 years in investment banking first with JPMorgan and then Morgan Stanley in their Media & Communications Group in New York, Los Angeles and London. He was Co‑Head of Morgan Stanley’s European Media & Communications Group when he left to join Altice. Mr. Goei is a graduate of Georgetown University’s School of Foreign Service with cum laude honors. Mr. Goei’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations, finance and telecommunications. Mark Mullen, 59, joined Altice USA as a director in 2017. Mr. Mullen is co-founder and Managing Partner of Bonfire Ventures, founded in 2017. Mr. Mullen also founded Double M Partners in 2012 and has since served as Managing Partner. Both Bonfire and Double M are based in Los Angeles and manage venture-stage capital funds with approximately $1 billion under management. Mr. Mullen also founded Mull Capital in 2005, an evergreen fund that invests directly in startups and in other investment funds. All of the funds focus on investing in internet, media and technology with primary emphasis on business-to-business solutions, security and software. Prior to Double M Partners, Mr. Mullen served as COO of the City of Los Angeles (Economic Policy) and Senior Advisor to the then-Mayor Antonio Villaraigosa where he oversaw several of the City of Los Angeles’s assets, including the LA International Airport (LAX), LA Convention Center, the Planning and Building & Safety Departments, as well as the Office of Small Business Services. From 1993 until 2007, Mr. Mullen ran the international M&A and private equity group for Daniels & Associates, an investment bank focused on the cable TV and broadband industry. Mr. Mullen was a senior partner of Daniels when it was acquired by RBC Capital Markets in 2007 where he stayed until 2010 as Managing Director. Mr. Mullen earned his BSBA with cum laude honors from the University of Denver in 1986 and earned his Masters of Business Administration in international business from the Thunderbird School of Global Management in 1992. Mr. Mullen’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations, finance and investments, including, capital markets, capital allocation and mergers and acquisitions.

  4. PROPOSAL 1

    Dennis Okhuijsen, 53, joined Altice USA as a director in 2017. Mr. Okhuijsen joined the Altice Group in September 2012 and served as its CFO until October 2018. He currently serves as a senior advisor to the Altice group. Before joining the Altice Group, he was a Treasurer for Liberty Global plc from 2005 until 2012. From 1993 until 1996, he was a senior accountant at Arthur Andersen. Mr. Okhuijsen joined UPC in 1996 where he was responsible for accounting, treasury and investor relations up to 2005. His experience includes raising and maintaining non-investment grade capital across both the loan markets as well as the bond/equity capital market. In his previous capacities he was also responsible for financial risk management, treasury and operational financing. He holds a Master's of Business Economics from the Erasmus University Rotterdam. Mr. Okhuijsen’s qualifications to sit on our Board include his substantial experience in the areas of corporate finance and strategy, including capital markets and capital allocation. Susan Schnabel, 62, joined Altice USA as a director in 2021. Ms. Schnabel is a founder and has served as the Co-Managing Partner of aPriori Capital Partners since 2014. Prior to forming aPriori Capital, Ms. Schnabel worked at Credit Suisse from 2000 to 2014 where she served as Managing Director in the Asset Management Division and Co-Head of DLJ Merchant Banking. Ms. Schnabel currently serves on the board of directors of Kayne Anderson BDC and KKR Private Equity Conglomerate LLC. She served on the board of directors of Versum Materials, Inc. from 2016 through 2019 and on the board of directors of ViewRay, Inc. from 2022 to 2023 and has significant other board experience with private and public companies. Ms. Schnabel also serves on the Cornell University Board of Trustees (Executive, Investment and Research & Innovation (chair) Committees). She recently finished her term on the California Institute of Technology Investment Committee and the Board of Directors of the US Olympic & Paralympic Foundation (Finance Committee). Ms. Schnabel received a Bachelor of Science in chemical engineering from Cornell University and a Masters of Business Administration from Harvard Business School. Ms. Schnabel's qualifications to sit on our Board include her substantial experience in the areas of corporate finance, mergers and acquisitions and strategy. Charles Stewart, 54, is the Chief Executive Officer of Sotheby's. Mr. Stewart served as Co-President and Chief Financial Officer of Altice USA from 2015 to 2019 and has served as a director of Altice USA since 2018. Mr. Stewart joined Altice USA after 21 years of corporate, finance and investment banking experience in the United States, Latin America and Europe. Mr. Stewart previously served as Chief Executive Officer of Itau BBA International plc from 2013 until 2015, where he oversaw Itau‑Unibanco’s wholesale banking activities in Europe, the United States and Asia. Prior to that, he spent nineteen years at Morgan Stanley as an investment banker in various roles, including nine years focusing on the U.S. cable, broadcast and publishing industries. Mr. Stewart also acted as Deputy Head of Investment Banking for EMEA and was a member of the global investment banking management committee at Morgan Stanley. Mr. Stewart is a graduate of Yale University. Mr. Stewart’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations and finance. Raymond Svider, 61, joined Altice USA as a director in 2017. Mr. Svider is the Chairman and a Partner of BC Partners. He joined BC Partners in 1992 and is currently based in New York. Over the years, Mr. Svider has participated and led investments in a number of sectors, including TMT, healthcare, industrials, business services, consumer and retail. He is currently Non-Executive Chairman of PetSmart LLC, Chairman of the Board of Chewy, Inc (NYSE “CHWY”), Chairman of the Advisory Board of The Aenova Group, Chairman of the Boards of Valtech SE and Madison Logic Inc., and also serves on the boards of Keter Group Holding Sarl, Navex Global Inc., GFL Environmental Inc. (NYSE “GFL”), GardaWorld Corporation, Presidio, Inc., and EAB Global, Inc. Mr. Svider previously served as a Director of Cyxtera Technologies, Inc., Appgate, Inc. and Intelsat S.A. (NYSE “I”). Mr. Svider is also on the Boards of the Mount Sinai Children’s Center Foundation in New York and the Polsky Center Private Equity Council at the University of Chicago, and is a Council Member on the Council of Chicago Booth. Mr. Svider received a Master of Business Administration from the University of Chicago and a Master of Science in Engineering from both Ecole Polytechnique and Ecole Nationale Superieure des Telecommunications in France. Mr. Svider’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, finance and investments.

  5. Executive Compensation Philosophy

    Executive Compensation Philosophy The Company’s executive compensation philosophy is based on the following principles: •provide total compensation that attracts, motivates and retains individuals with the knowledge, expertise and experience required for each specific role; •deliver an appropriate proportion of the total compensation package through variable pay elements linked to performance over the short- and long-term; •encourage and reward performance that will lead to long-term enhancement of stockholder value; and •take into account compensation practices in the markets in which we operate and compete for talent. DETERMINATION OF COMPENSATION The Compensation Committee is responsible for overseeing our overall compensation structure and assessing whether our compensation structure results in appropriate compensation levels and incentives for executive management. Compensation levels for our named executive officers are determined by the Compensation Committee within the framework of the Company’s executive compensation philosophy, as described above, and in consideration of a number of factors, such as the nature of the role, experience and performance of the individual and compensation levels for similar roles in the market. The Compensation Committee considers recommendations from our CEO regarding the compensation of our executive officers other than the CEO, and from Mr. Patrick Drahi, as a board member, regarding the CEO. The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves corporate goals and objectives relevant to the compensation of our CEO and the other executive officers of the Company who are required to file reports under Section 16(a) of the Exchange Act; (3) evaluates such executive officers’ performance in light of those goals and objectives and determines and approves their compensation levels based upon those evaluations; and (4) administers our stockholder-approved compensation plans. ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee has retained FW Cook to serve as its independent compensation consultant and assist in fulfilling its responsibilities. FW Cook reports directly to the Committee, providing recommendations and advice related to all aspects of our executive compensation program. The Compensation Committee has authorized FW Cook to interact with management on behalf of the Compensation Committee as needed in connection with advising the Compensation Committee. The Compensation Committee reviewed the independence of FW Cook pursuant to NYSE and SEC rules and concluded that FW Cook was independent and its work for the Compensation Committee did not raise any conflicts of interest. BENCHMARKING The Compensation Committee reviewed and compared compensation for a core peer group of companies in the same general industry or industries as the Company, as well as companies of similar size and business mix to evaluate the competitiveness and appropriateness of our compensation program. For 2023, the Compensation Committee selected the following list of companies that would comprise our peer group for 2023 compensation decisions: •AT&T Inc. •Charter Communications, Inc. •Comcast Corporation •DISH Network Corporation •Frontier Communications Parent, Inc. ("Frontier Communications") •Lumen Technologies, Inc. •T-Mobile US, Inc. •Verizon Communications Inc. The peer group for 2023 reflects the re-inclusion of Frontier Communications, following its emergence from bankruptcy. Frontier Communications' compensation data was used to assist the Compensation Committee in setting compensation levels for 2021 but was not used when setting compensation levels for 2022 because of its bankruptcy. The Compensation Committee determined that the peer group represented an appropriate benchmark for the market for our senior executive talent, based on our business operations and competitive labor markets, and would be supplemented by third-party general industry survey data in determining appropriate pay levels for the named executive officers. At the end of 2022, FW Cook presented to the Compensation Committee a comparison of proposed 2023 base rate of salary, projected bonus, long-term incentives and total direct compensation (defined as total cash compensation plus the value of long-term incentives) of our named executive officers against the 25th, median and 75th percentiles of similar positions in general industry survey data from a third-party provider. For Mr. Mathew, Mr. Grau and Mr. Olsen, a comparison of projected 2023 compensation against the 25th, median and 75th percentiles of actual 2021 peer group compensation (the most recent peer compensation data available at the time) was also presented. Compensation of Mr. Mathew was compared to chief executive officers in the survey and at the peer companies. Compensation of Mr. Grau, the Company’s former CFO, was compared to chief financial officers in the survey and at the peer group companies. Compensation of Mr. Olsen, the Company’s Executive Vice President, General Counsel and Secretary at the time, was compared to general counsels in the survey and at the peer group companies. Compensation of Ms. Schmidt, the Company’s Executive Vice President, Human Resources, was compared to top human resources executive roles in the survey. The Compensation Committee set a general guideline for target total direct compensation for named executive officers at or near the median of the market data. Individual pay levels may exceed or fall below the median of the peer group, as the Compensation Committee deems appropriate, based on a number of factors including an executive’s experience, skills, and level of responsibility. In February 2023, FW Cook presented to the Compensation Committee a comparison of the proposed 2023 starting compensation structure for Mr. Sirota, the Company's CFO, against the 25th, median and 75th percentiles of CFO positions in general industry survey data and against the peer group. Based on the compensation review, the Compensation Committee approved the proposed compensation structure for Mr. Sirota. In May 2023, Mr. Olsen assumed additional responsibilities to lead the Company’s governmental affairs and environmental, social and governance functions in addition to his responsibilities as General Counsel. Mr. Mathew proposed to the Compensation Committee a change in Mr. Olsen’s compensation structure. The Compensation Committee reviewed a benchmarking analysis, prepared by FW Cook, that compared Mr. Olsen’s proposed compensation structure against survey data and peer group information. Based on the compensation review, the Compensation Committee approved the proposed compensation structure for Mr. Olsen.

  6. ELEMENTS OF COMPENSATION

    ELEMENTS OF COMPENSATION BASE SALARIES The named executive officers receive a base salary to compensate them for services provided to the Company. Base salary is intended to provide a fixed component of compensation reflecting various factors, such as the nature of the role and the experience and performance of the individual. In November 2022, the Compensation Committee reviewed the base salaries of the executive officers of the Company. Based on its review, the Compensation Committee did not make any changes to the named executive officers' base salaries at that time. The Compensation Committee approved Mr. Sirota’s starting base salary of $500,000 as part of its overall review of his compensation structure in February 2023. The Compensation Committee approved a base salary increase for Mr. Olsen from $400,000 to $500,000, effective March 5, 2023, and an additional increase to $575,000, effective March 1, 2024, associated with his assumption of additional responsibilities. The Compensation Committee also approved a base salary increase for Ms. Schmidt in June 2023 from $375,000 to $400,000 effective January 1, 2023. As of December 31, 2023, Mr. Mathew’s base salary was $1,000,000, Mr. Sirota’s base salary was $500,000, Mr. Olsen’s base salary was $500,000 and Ms. Schmidt’s base salary was $400,000. ANNUAL BONUS Under our executive compensation program, the Compensation Committee grants annual cash bonus incentive opportunities to executive officers and other members of management. For 2023, each of our named executive officers was eligible to earn an annual performance-based cash bonus under the Altice USA Short Term Incentive Compensation Plan (the “Short Term Incentive Plan”). The purpose of the Short Term Incentive Plan is to motivate and reward our executive officers by making a portion of their cash compensation dependent upon certain Company, corporate, business unit and individual performance goals. The Compensation Committee reviews the target bonus levels of the named executive officers at least annually. The Compensation Committee evaluates each executive’s performance and responsibilities and may adjust executive target bonus levels accordingly. The Compensation Committee set the following bonus targets for the named executive officers for 2023: Mr. Mathew—$2,000,000 (maximum payout of $4,000,000); Mr. Sirota—$500,000 (maximum payout of $1,000,000); Mr. Grau—$400,000 (maximum payout of $800,000); Mr. Olsen—$400,000 (maximum payout of $800,000); and Ms. Schmidt—$400,000 (maximum payout of $800,000). As a result of Mr. Olsen’s increase in base salary, effective March 5, 2023, Mr. Olsen’s 2023 bonus target increased from $400,000 to $463,846 (maximum payout of $927,692). The 2023 annual cash bonus incentive opportunity for our named executive officers under the Short Term Incentive Plan was based on Altice USA financial, divisional and operational results as set forth below:

  7. ELEMENTS OF COMPENSATION

    | Performance Area | Performance Metrics(1) | Weight | Payout Range | | Financial | Adjusted EBITDA | 25% | 0% – 200% | | Divisional | Divisional Performance | 50% | 0% - 200% | | Operational | Discretionary Objectives | 25% | 0% – 200% | | Total | | 100% | 0% – 200% |

  8. ELEMENTS OF COMPENSATION

    (1)Results below the minimum or above the maximum receive no payout or maximum payout, respectively. The Compensation Committee has the discretion to adjust downward or upward (to a maximum of 200%) for individual performance and other factors. The Divisional performance metric is designed to reflect the performance of the Company’s different business divisions. The Divisional performance metric is earned based on the weighted average payout score of the Company's Telecommunication bonus plan (80% weight) and the News & Advertising bonus plan (20% weight). The Operational performance metric is a discretionary measure based on the overall effectiveness of our corporate departments in supporting the Company's financial and operational objectives for the fiscal year, as determined by the Compensation Committee. For our corporate leaders, including our named executive officers, these performance areas resulted in a payout score equal to 101.6% of target bonus, reflecting a Financial payout score of 27.0%, a Divisional payout score of 49.6% and an Operational payout score of 25.0%. The actual Adjusted EBITDA of $3,608,890 exceeded the target Adjusted EBITDA of $3,574,000. The Compensation Committee approved discretionary individual performance adjustments to certain of the executive officers' 2023 bonus payouts. The Committee approved a total bonus payout (inclusive of the individual performance adjustments) equal to 150% of the target bonus for Mr. Mathew ($3,000,000), 150% of the target bonus for Mr. Sirota ($750,000), 125% of the target bonus for Mr. Olsen ($579,808) and 125% of the target bonus for Ms. Schmidt ($499,399). The discretionary bonus amounts included in the total bonus payout equal $968,000 for Mr. Mathew, $242,000 for Mr. Sirota, $108,540 for Mr. Olsen and $93,488 for Ms. Schmidt. In accordance with Mr. Grau’s separation agreement, Mr. Grau’s bonus payout was equal to 101.6% of his target bonus based on actual base salary paid in 2023 ($212,579). The definition of Adjusted EBITDA is described in the section titled “Description of Non-GAAP Financial Measures” below. LONG TERM INCENTIVES The Compensation Committee designs our executive compensation program to achieve the objectives described above under “Executive Compensation Philosophy”. We grant equity awards to encourage an ownership culture and align management with stockholders’ interests. The objective of our equity incentive programs has been, and continues to be, to link the personal interests of equity incentive plan participants to those of our stockholders. Because substantially all of our outstanding stock options granted under the Amended and Restated Plan have exercise prices above the recent trading prices of our common stock, the Board, the Compensation Committee and management determined these stock options no longer provide a meaningful compensatory opportunity to the holders of such stock options and, accordingly, are no longer effective as incentives to retain and motivate our employees. To increase the retention and motivational value of the equity awards held by eligible employees of the Company, on December 16, 2022, the Board approved, and on December 29, 2022, Next Alt, as our stockholder holding a majority of the voting power of our outstanding capital stock, approved a stock option exchange program pursuant to which eligible employees were provided the opportunity to exchange eligible stock options for a number of RSUs and deferred cash-denominated awards (“DCA”) that may be settled on the vesting date in cash or shares of Class A common stock, as determined in the Compensation Committee’s discretion (the “Exchange Offer”). The RSUs and DCAs vest in equal installments on each of March 1, 2024 and 2025, provided that the recipient continues to provide services to the Company through the applicable vesting date. The Exchange Offer commenced on January 30, 2023 and closed on March 1, 2023. Mr. Mathew and Mr. Sirota were not eligible to participate in the Exchange Offer. Each of Messrs. Grau and Olsen and Ms. Schmidt participated in the Exchange Offer. Mr. Grau exchanged 1,687,827 options and received 241,116 RSUs and a DCA valued at $2,411,190; Mr. Olsen exchanged 1,278,196 options and received 182,597 RSUs and a DCA valued at $1,826,004; and Ms. Schmidt exchanged 997,430 options and received 142,489 RSUs and a DCA valued at $1,424,904. In March 2023, the Compensation Committee approved a new long-term incentive program (the “2023 LTIP”) pursuant to the Amended and Restated Plan. The 2023 LTIP includes two components: (1) RSUs and (2) cash performance awards (“CPAs”), which are cash-denominated awards that may be settled on the vesting date in cash or shares of Class A common stock, as determined in the Compensation Committee’s discretion. The RSUs vest in equal installments on each of March 1, 2024, 2025 and 2026, provided that the recipient continues to provide services to the Company through the applicable vesting date. The CPAs vest, if at all, based on the Company’s achievement of revenue and Adjusted EBITDA targets during the performance period from January 1, 2023 through December 31, 2025, provided that the recipient continues to provide services to the Company through the date achievement is certified by the Compensation Committee. Messrs. Mathew and Grau did not participate in the 2023 LTIP. Mr. Olsen was granted 251,256 RSUs and a CPA valued at $1,000,000 and Ms. Schmidt was granted 157,035 RSUs and a CPA valued at $625,000. In connection with Mr. Sirota’s employment with the Company, on March 17, 2023, Mr. Sirota was granted an initial equity award of 753,769 RSUs, vesting in equal installments on March 1, 2024, 2025 and 2026, provided he continues to provide services to the Company through the applicable vesting date, and a CPA valued at $3,000,000. On June 29, 2023, Mr. Olsen received an additional equity award of 146,484 RSUs, that will vest in equal installments on each of June 29, 2024, 2025 and 2026, provided he continues to provide services to the Company through the applicable vesting date, and an additional CPA valued at $375,000. The Compensation Committee will continue to evaluate on an annual basis the alignment of management’s interests with stockholders’ interest, along with the retentive value of our executives’ long-term incentive compensation and may provide additional equity grants to our senior leaders, including our named executive officers, in the future. BENEFITS The named executive officers are eligible to participate in the health and welfare benefit plans made available to the other benefits-eligible employees of the Company, including medical, dental, vision, life insurance and disability coverage, while employed with the Company. The named executive officers are eligible to participate in the Altice USA 401(k) Savings Plan and may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis and after-tax basis. The Company matches 100% of the first 4% of eligible pay contributed by participating employees. In addition, the Company may make an additional discretionary year-end contribution. Any discretionary year-end contribution, if approved by the Company, will be provided to all eligible participants who are active on the last day of the plan year and who complete 1,000 hours of service in such plan year. Company contributions to the Altice USA 401(k) Savings Plan are subject to vesting limitations for the first three years of employment.

  9. EXECUTIVE COMPENSATION TABLES

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($) | Non-equity incentive plan compensation ($)(3) | Change in pension value and nonqualified deferred compensation earnings ($)(4) | All other compensation ($)(5) | Total ($) | | Dennis Mathew | 2023 | 1,000,000 | 968,000 | — | — | 2,032,000 | — | 327,478 | 4,327,478 | | CEO | 2022 | 230,769 | 1,343,151 | 10,637,931 | 10,000,000 | — | — | 306,564 | 22,518,415 | | Marc Sirota | 2023 | 421,154 | 442,000 | 5,547,739 | — | 508,000 | — | 465,915 | 7,384,808 | | CFO | | | | | | | | | | | Michael J. Grau (6)(7) | 2023 | 209,231 | — | 3,426,288 | — | 212,579 | 28,179 | 178,723 | 4,055,000 | | Former CFO | 2022 | 400,000 | — | — | — | 400,000 | (7,629) | 12,215 | 804,586 | | | 2021 | 400,000 | — | 5,014,015 | 4,890,955 | 133,200 | 3,561 | 11,246 | 10,452,977 | | Michael E. Olsen | 2023 | 463,846 | 108,540 | 5,249,646 | — | 471,268 | 31,555 | 12,400 | 6,337,255 | | EVP, General Counsel | 2022 | 400,000 | — | — | — | 400,000 | (7,831) | 12,200 | 804,369 | | and CCRO | 2021 | 400,000 | — | 3,471,240 | 3,386,046 | 133,200 | 4,278 | 11,600 | 7,406,364 | | Colleen Schmidt | 2023 | 399,519 | 93,488 | 3,180,561 | — | 405,911 | — | 13,200 | 4,092,679 | | EVP, Human Resources | 2022 | 374,519 | — | — | — | 374,519 | — | 12,200 | 761,238 | | | 2021 | 350,000 | — | 2,314,171 | 2,257,366 | 116,550 | — | 11,600 | 5,049,687 |

  10. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. Our Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to options, RSUs and PSUs.

  11. Pay Versus Performance Table

    | Year | Summary compensation table total for Dennis Mathew ($) (1) | Compensation actually paid to Dennis Mathew ($)(2) | Summary compensation table total for Dexter Goei ($)(1) | Compensation actually paid to Dexter Goei ($)(2) | Average summary compensation table total for non-CEO named executive officers ($)(3) | Average compensation actually paid to non-CEO named executive officers ($)(4) | Value of initial fixed $100 investment based on: | | Net Income ($)(in thousands)(7) | Adjusted EBITDA ($)(in thousands)(8) | | | | | | | | | Total shareholder return ($)(5) | Peer group total shareholder return ($) (6) | | | | 2023 | 4,327,478 | 277,975 | — | — | 5,467,436 | 4,612,587 | 11.89 | 91.81 | 79,037 | 3,608,890 | | 2022 | 22,518,415 | 15,966,980 | 3,692,504 | (52,162,514) | 790,064 | (6,523,720) | 16.83 | 86.66 | 220,889 | 3,866,537 | | 2021 | — | — | 38,333,508 | (96,687,299) | 5,935,507 | (14,170,298) | 59.18 | 98.39 | 1,010,932 | 4,427,251 | | 2020 | — | — | 48,021,088 | 137,490,059 | 11,542,005 | 26,589,727 | 138.51 | 103.83 | 443,479 | 4,414,814 |

  12. Pay Versus Performance Table

    (1)Mr. Mathew was appointed CEO effective October 3, 2022, on which date Mr. Goei transitioned to the role of Executive Chairman of the Board. The dollar amounts reported for Mr. Mathew and Mr. Goei under “Summary Compensation Table Total” are the amounts of total compensation reported for Mr. Mathew and Mr. Goei for each corresponding year in the “Total” column of the "Summary Compensation Table" above. (2)The dollar amounts reported for Mr. Mathew and Mr. Goei under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Mathew and Mr. Goei, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mathew or Mr. Goei during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Mathew’s total compensation for each year to determine the compensation actually paid:

  13. Pay Versus Performance Table

    | | Mr. Mathew | | | 2023 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $4,327,478 | | Pension values reported in SCT | | | Fair value of equity awards granted during fiscal year reported in SCT | — | | Pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in the current year | — | | Fair value of equity compensation granted in current year-value at end of year-end | — | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | — | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (4,049,503) | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | Compensation Actually Paid to CEO | $277,975 |

  14. Pay Versus Performance Table

    (3)The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding any individual serving as our CEO for such year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Marc Sirota, Michael Olsen, Colleen Schmidt and Michael Grau; (ii) for 2022, Michael Olsen, Colleen Schmidt and Michael Grau; (iii) for 2021, Michael Olsen, Colleen Schmidt, Michael Grau and Abdelhakim Boubazine; and (iv) for 2020, Michael Olsen, Colleen Schmidt, Michael Grau and Abdelhakim Boubazine. (4)The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid:

  15. Pay Versus Performance Table

    | | NEO Averages | | | 2023 | | Total Compensation as reported in SCT | $5,467,436 | | Pension values reported in SCT | (14,934) | | Fair value of equity awards granted during fiscal year reported in SCT | (4,351,059) | | Pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in the current year | — | | Fair value of equity compensation granted in current year-value at end of year-end | 4,188,756 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (74,857) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (77,967) | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | (524,788) | | Compensation Actually Paid to NEOs | $4,612,587 |

  16. Pay Versus Performance Table

    (5)Cumulative total shareholder return ("TSR") of a $100 investment from the beginning of fiscal year 2020 through the end of each of the years indicated for the Company. (6)Represents the average peer group TSR. The peer group for this purpose is the peer group referenced by the Compensation Committee when making compensation decisions as described in the Compensation Discussion and Analysis, which has been consistent other than impacts due to peer company mergers and bankruptcies, as applicable. (7)The amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. (8)See "Description of Non-GAAP Financial Measures" above for the definition of Adjusted EBITDA.

  17. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, not all of these measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation actually paid (as defined by SEC rules) for a particular year. Furthermore, our CEO and named executive officers have changed, making year-to-year comparisons of compensation actually paid difficult. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted EBITDA Compensation Actually Paid and Total Shareholder Return SECURITY AUTHORIZED FOR ISSUANCE UNDER THE AMENDED AND RESTATED PLAN The following table sets forth certain information as of December 31, 2023 with respect to the Amended and Restated Long Term Incentive Plan.

  18. Analysis of the Information Presented in the Pay versus Performance Table

    | Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)(1)(3) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (B)($)(2) | Number of Securities Remaining Available for Future issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | | Equity compensation plans approved by stockholders: | | | | | | | 2017 Long Term Incentive Plan, as amended | 49,797,272 | 19.55 | 34,893,923 | | Equity compensation plans not approved by stockholders: | | | | | | | None | — | — | — | | Total: | | 49,797,272 | 19.55 | 34,893,923 |

  19. Analysis of the Information Presented in the Pay versus Performance Table

    (1)Includes 23,535,631 options, 22,493,888 RSUs and 3,767,753 PSUs. (2)Represents the weighted average exercise price of outstanding options. Shares issuable upon the vesting of RSUs and PSUs have been excluded from the calculation of the weighted average exercise price because they have no exercise price associated with them. (3)The table does not reflect the number of shares that may be used to settle unvested CPAs and DCAs as described in the section titled “Long Term Incentives” in the Compensation Discussion and Analysis. The estimated amount of shares to settle the unvested after-tax value of the target CPAs and DCAs as of December 31, 2023 was 9,250,000 and 5,169,000, respectively, based on an assumed aggregate employee tax rate of 38% and a stock price of $3.25. The actual amount of shares that were used to settle the after-tax value of the March 2024 DCA vesting for employees was 1,982,371 shares.