DEF 14A of Optimum Communications, Inc., Apr 30, 2026

DEF 14A of Optimum Communications, Inc.

Filed Apr 30, 2026 · FY20250001702780-26-000023

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. •Under the Amended and Restated Stockholder Agreement (the “A&R Stockholder Agreement”) entered into on August 2, 2023 with Next Alt S.à r.l. (“Next Alt”), a wholly-owned and controlled personal holding company of Mr. Patrick Drahi, 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 | 2025 | 117,500 | 150,000 | 267,500 | | Mark Mullen | 2025 | 110,000 | 150,000 | 260,000 | | Susan Schnabel | 2025 | 100,000 | 150,000 | 250,000 |

  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, 48, is Chief Executive Officer of Optimum Communications and has been Chairman of the Board of Optimum Communications since July 2023. Prior to his appointment as CEO of Optimum Communications 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, 62, is a director of Optimum Communications 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, 31, joined Optimum Communications 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, 54, is a director of Optimum Communications and provides capital structure and operational advisory services to Optimum Communications. He has also served on the board of directors of Teads Holding Co. (f/k/a Outbrain Inc.) (NASDAQ: TEAD) since March 2025. He is also a director of P-180, a private entity and the controlling shareholder of Vince Holding Corp. (NYSE: VNCE), since April 2025. Mr. Goei served as Chief Executive Officer of Optimum Communications from 2016 until October 2022 and as Executive Chairman from October 2022 until March 2023. Mr. Goei was chairman of the boards of Optimum Communications 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, 61, joined Optimum Communications as a director in 2017. He has also served as a director of Teads Holding Co. (f/k/a Outbrain Inc.) (NASDAQ: TEAD) since March 2025. Mr. Mullen is co-founder and Managing Director of Bonfire Ventures, founded in 2017. Mr. Mullen also founded Double M Partners in 2012 and has served as Managing Partner since that time. 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’ 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 industries. 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, 55, joined Optimum Communications 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 Masters 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, 64, joined Optimum Communications as a director in 2021. Ms. Schnabel is a co-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 boards of directors of Kayne Anderson BDC, Inc. (NYSE: KDBC) and KKR Private Equity Conglomerate LLC, and serves as audit committee chair for both companies. She served 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 and Investment Committee and Co-Chair of the Research & Innovation 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, strategy and sustainability-related governance. Charles Stewart, 56, is the Chief Executive Officer of Sotheby's. Mr. Stewart served as Co-President and Chief Financial Officer of Optimum Communications from 2015 to 2019 and has served as a director of Optimum Communications since 2018. Mr. Stewart joined Optimum Communications 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, 63, joined Optimum Communications as a director in 2017. Mr. Svider is the Chairman and a Partner of BC Partners and is Chairman of the Management Committee 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 and Chairman of the Boards of Chewy, Inc (NYSE “CHWY”) and Madison Logic Inc. He also serves on the Boards of Valtech SE and EAB Global, Inc. Mr. Svider previously served as Chairman of the Advisory Board of The Aenova Group, the Board of Keter Group Holding Sarl, a Director of Cyxtera Technologies, Inc., Appgate, Inc., Intelsat S.A. (NYSE “I”), Presidio, Inc., GardaWorld Corporation, GFL Environmental Inc. (NYSE “GFL”) and NAVEX Global Inc. Mr. Svider is also on the Board of the Polsky Center Private Equity Council at the University of Chicago, and is a Council Member on the Council of Chicago Booth and is on the Board of Trustees of the Nightingale-Bambord school. Mr. Svider received a Masters 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 our 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 retained FW Cook to serve as its independent compensation consultant and assist in fulfilling its responsibilities in assessing executive officer and director compensation for 2025. In November 2025, the Compensation Committee retained Willis Towers Watson (WTW) as its compensation consultant for the balance of the year. In 2025, FW Cook and WTW reported directly to the Committee, providing recommendations and advice related to all aspects of our executive compensation program. The Compensation Committee authorized FW Cook and WTW 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 and WTW pursuant to NYSE and SEC rules and concluded that both FW Cook and WTW were independent and their 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 2025, the Compensation Committee selected the following list of companies that would comprise our peer group for 2025 compensation decisions: •AT&T Inc. •Charter Communications, Inc. •Comcast Corporation •Echostar Corporation •Frontier Communications Parent, Inc. ("Frontier Communications")* •Lumen Technologies, Inc. •T-Mobile US, Inc. •Verizon Communications Inc. *Subsequent to this peer group analysis, Frontier Communications merged with Verizon Communications, Inc. in January 2026. Based on our business operations and competitive labor markets, the Compensation Committee determined that the peer group represented an appropriate benchmark for the market for our senior executive talent, and would be supplemented by third-party general industry survey data in determining appropriate pay levels for the named executive officers. In February 2025, FW Cook presented to the Compensation Committee a comparison of the proposed 2025 base rates 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. Mr. Parker became an executive officer later in February and was not included in the FW Cook analysis. For Messrs. Mathew, Sirota, and Olsen, a comparison of projected 2025 compensation against the 25th, median and 75th percentiles of actual 2023 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 general industry survey and at the peer group companies. Compensation of Mr. Sirota was compared to chief financial officers in the general industry survey and at the peer group companies. Compensation of Mr. Olsen was compared to top legal executive roles in the general industry survey and at the peer group companies. 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.

  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 February 2025, the Compensation Committee reviewed the base salaries of Messrs. Mathew, Sirota and Olsen. Based on its review, the Compensation Committee approved an increase to the base salary for Mr. Mathew and Mr. Sirota. Effective January 1, 2025, Mr. Mathew’s base salary increased from $1,250,000 to $1,550,000 and Mr. Sirota’s base salary increased from $600,000 to $650,000. As of December 31, 2025, Mr. Mathew’s base salary was $1,550,000, Mr. Sirota’s base salary was $650,000, Mr. Olsen’s base salary was $575,000 and Mr. Parker’s base salary was $550,000. 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 2025, each of our named executive officers was eligible to earn an annual performance-based cash bonus under the Optimum Communications Bonus Plan (the "Bonus Plan”) that will pay out between 0% and 200% of the target cash bonus amount. The purpose of the Bonus 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 Bonus Plan consists of three divisional bonus plans – Corporate Bonus Plan, Telecommunications Bonus Plan and News & Advertising Bonus Plan. 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. For 2025, the Compensation Committee increased Mr. Sirota’s bonus target from 100% to 150% of his base salary. The Compensation Committee set the following bonus targets for the named executive officers for 2025: Mr. Mathew—$3,000,000 (maximum payout of $6,000,000); Mr. Sirota—$975,000 (maximum payout of $1,950,000); Mr. Olsen—$575,000 (maximum payout of $1,150,000); and Mr. Parker—$825,000 (maximum payout of $1,650,000). The 2025 annual cash bonus incentive opportunity for Messrs. Mathew, Sirota and Olsen was based on Optimum Communications' financial, divisional and operational results under the Corporate Bonus Plan, as set forth below:

  7. ELEMENTS OF COMPENSATION

    | Performance Area | Performance Metrics(1) | Weight | Payout Range | | Financial | Adjusted EBITDA | 25% | 0% – 200% | | Financial | Adjusted EBITDA less Capex | 15% | 0% - 200% | | Divisional | Divisional Operational Performance | 40% | 0% - 200% | | Operational | Discretionary Objectives | 20% | 0% – 200% | | Total | | 100% | 0% – 200% |

  8. ELEMENTS OF COMPENSATION

    | Performance Area | Performance Metrics(1) | Weight | Payout Range | | Financial | Adjusted EBITDA | 25% | 0% – 200% | | Financial | Adjusted EBITDA less Capex | 10% | 0% - 200% | | Operational | Divisional Operational Performance | 45% | 0% - 200% | | Operational | Discretionary Objectives | 20% | 0% – 200% | | Total | | 100% | 0% – 200% |

  9. 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 Adjusted EBITDA performance metric and the Adjusted EBITDA less Capex performance metrics are utilized in both the Corporate Bonus Plan and the Telecommunications Bonus Plan. •The Adjusted EBITDA performance metric eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities. •The Adjusted EBITDA less Capex performance metric further deducts capital expenditures to provide a clearer view of cash flow generated by operations after accounting for major investments in assets. The divisional operational performance metric under the Corporate Bonus Plan is designed to reflect the performance of the Company’s different business divisions and is earned based on the weighted average payout score of the Telecommunications Bonus Plan operational non-discretionary performance score (80% weight) and the News & Advertising Bonus Plan operational non-discretionary performance score (20% weight). The operational performance metric under the Corporate Bonus Plan 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. The operational performance metrics under the Telecommunications Bonus Plan include both non-discretionary and discretionary components. The non-discretionary operational performance metrics include data net additions, service visit rates and mobile line net additions. The discretionary performance measure is based on the overall effectiveness of our telecommunications departments in meeting the Company's operational objectives for the fiscal year, as determined by the Compensation Committee. For our corporate leaders who participate in the Corporate Bonus Plan, including Messrs. Mathew, Sirota and Olsen, actual performance against these performance metrics resulted in a payout score equal to 76.7% of target bonus, reflecting a Financial payout score of 35.7%, a Divisional payout score of 21.0% and an Operational payout score of 20.0%. For our telecommunications leaders who participate in the Telecommunications Bonus Plan, including Mr. Parker, these performance metrics resulted in a payout score equal to 68.9% of target bonus, reflecting a Financial payout score of 31.5%, an Operational non-discretionary payout score of 17.4% and an Operational discretionary payout score of 20.0%. The 2025 Adjusted EBITDA and target Adjusted EBITDA (which excludes the i24 business) utilized by the Committee were $3,390.0 million and $3,406.6 million, respectively. The 2025 Adjusted EBITDA less capital and target Adjusted EBITDA less capital (which excludes the i24 business) utilized by the Committee were $2,046.7 million and $2,092.8 million, respectively. This resulted in a financial score of 35.7% for the Corporate Bonus Plan and 31.5% for the Telecommunications Bonus Plan. The Compensation Committee acknowledged the underperformance for the Corporate Bonus Plan and the Telecommunications Bonus Plan attributable to missing the threshold performance level of data net additions in the Telecommunications Bonus Plan. The Compensation Committee exercised its discretion under the Corporate Bonus Plan and the Telecommunications Bonus Plan to increase the total payout score to 92.0% and 80.0%, respectively. The Compensation Committee further approved discretionary individual performance adjustments to certain of the executive officers' 2025 bonus payouts. The Committee approved a total bonus payout (inclusive of the individual performance adjustments) equal to 85% of the target bonus for Mr. Parker ($701,250). The discretionary bonus amount included in Mr. Parker's total bonus payout under the Telecommunications Bonus Plan equaled $41,250. The definitions of Adjusted EBITDA and Adjusted EBITDA less Capex are 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.” For 2025, we granted equity awards to encourage an ownership culture and align management with stockholders’ interests. The objective of our equity incentive programs has been to link the personal interests of equity incentive plan participants to those of our stockholders. Consistent with its approach in 2024, for 2025, our named executive officers, which we sometimes refer to as our NEOs, were eligible to receive a long-term incentive award pursuant to the Long Term Incentive Plan based on a target annual long-term incentive award value approved by the Compensation Committee. Awards were delivered in the form of 50% RSUs and 50% 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 annual RSUs were granted in March and vest in equal installments on each of March 1, 2026, 2027 and 2028, provided that the recipient continues to provide services to the Company through the applicable vesting date. The annual CPAs were granted in September and can be earned (if at all) up to 200% of target based on the Company’s achievement of revenue and Adjusted EBITDA targets during the performance period from January 1, 2025 through December 31, 2027, provided that the recipient continues to provide services to the Company through the date achievement is certified by the Compensation Committee. Our NEOs received the following annual long-term incentive awards for 2025: Mr. Mathew was granted 1,893,939 RSUs and a CPA valued at $5,000,000; Mr. Sirota was granted 662,879 RSUs and a CPA valued at $1,750,000; Mr. Olsen was granted 568,182 RSUs and a CPA valued at $1,500,000; and Mr. Parker was granted 426,136 RSUs and a CPA valued at $1,125,000. For information regarding the treatment of long-term incentive awards granted to our NEOs, see “Agreements with our NEOs” and “Payments on Termination or Change in Control” below. Mr. Mathew’s CPA award agreements provide that in the event that Mr. Mathew’s employment is terminated without Cause, he resigns for Good Reason (each as defined in the Employment Agreement by and between Mr. Mathew and the Company, dated September 7, 2022), or upon a termination due to death or disability, a pro rata portion of his unvested CPAs will remain outstanding and continue to vest, calculated based on the number of completed months between the date of grant and the date of such termination event divided by the total number of months between the date of grant and the vesting date. In the event of a change in control, any unvested CPAs will become fully vested, provided that Mr. Mathew is employed through the date of the change in control. These CPAs are subject to non-competition and non-solicitation restrictive covenants. 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. PERFORMANCE OF 2023-2025 CASH PERFORMANCE AWARDS

  10. ELEMENTS OF COMPENSATION

    | | REVENUE | | | | | Adjusted EBITDA | | | | | | | Year | Target | Actuals | Achievement % | Payout Score | Weight | Target | Actuals | Achievement % | Payout Score | Weight | Annual Aggregate Payout Score | | 2023 | $9,295.0 | $9,237.0 | 99.4% | 97.0% | 30.0% | $3,574.0 | $3,608.9 | 101.0% | 110.0% | 70.0% | 106.1% | | 2024 | $9,237.0 | $8,952.0 | 96.9% | 84.5% | 30.0% | $3,681.1 | $3,451.2 | 93.8% | 72.8% | 70.0% | 76.3% | | 2025 | $8,996.8 | $8,588.5 | 95.5% | 76.3% | 30.0% | $3,537.5 | $3,390.2 | 95.8% | 83.2% | 70.0% | 81.1% | | | | | | | Resulting CPA Payout Factor (3-year average) | | | | | | 87.8% |

  11. ELEMENTS OF COMPENSATION

    Mr. Sirota was granted a CPA with a target value of $3,000,000, which paid at $2,634,000 in cash, Mr. Olsen was granted a CPA with a target value of $1,375,000 in 2023, which paid at $1,207,250 in cash, and Mr. Parker was granted a CPA with a target value of $2,250,000, which paid at $1,975,500 in cash. The 2023 CPA was paid on February 13, 2026. 2025 EXTRAORDINARY BONUSES In December 2025, the Compensation Committee approved the payment of special cash bonuses to certain of the Company’s named executive officers in the following amounts: Mr. Mathew, $750,000; Mr. Sirota, $600,000; Mr. Olsen, $600,000; and Mr. Parker, $150,000, which were paid to the named executive officers in December, 2025. The purpose of these special cash bonuses was to reward the named executive officers for their extraordinary contributions related to capital raising activities. 2026 EXECUTIVE COMPENSATION In February 2026, the Compensation Committee approved modifications to the Company’s long-term incentive program designed to provide financial assurance and enhanced retention for our leadership team. The Compensation Committee believes these changes offer greater stability and certainty in payouts compared to prior years while maintaining alignment with the Company’s long-term performance objectives. Under the revised 2026 program, long-term incentive targets will be delivered through two vehicles in equal proportion: (1) a time-based Deferred Cash Award (“DCA”), granted in lieu of RSUs previously awarded under the Long Term Incentive Plan, vesting ratably over three years with one-third payable in cash in each of December 2026, December 2027, and December 2028; and (2) a CPA, vesting based on the Company’s achievement of revenue and Adjusted EBITDA performance goals for fiscal years 2026, 2027, and 2028, payable in February 2029. Each award is subject to the participant’s continued employment through the applicable vesting or payment date. The modifications to our long-term incentive program apply only to long-term incentive grants in 2026. The Compensation Committee expects to establish the specific performance targets for the CPAs in the spring of 2026 and will continue to evaluate the structure of the Company’s long-term incentive program on an annual basis. The 2026 long-term incentive target amounts of the combined DCA and anticipated CPA long-term incentive grants for Messrs. Mathew, Sirota, Olsen and Parker remain unchanged from 2025, with the DCAs replacing the RSU component of our long term incentive program granted in prior recent years. Messrs. Mathew, Sirota, Olsen and Parker’s 2026 salary and short-term incentive compensation bonus plan target amounts also remain unchanged from 2025 as of the date this proxy is filed. However, the Committee has determined to set and assess the bonus plan targets and performance quarterly rather than annually, and any quarterly bonus amounts earned will be paid following the applicable quarter. In February 2026, the Compensation Committee approved a special retention cash award to Mr. Mathew in the amount of $5.0 million (“Mathew Retention Award”). The Mathew Retention Award was paid in February 2026, but remains subject to repayment through December 31, 2027, unless Mr. Mathew remains in continuous employment with the Company through such date. If Mr. Mathew ceases to provide services prior to such date, he is required to repay to the Company the after-tax value of the Mathew Retention Award within 20 days following a termination of service, unless such cessation was as a result of a termination by the Company without “cause” (as defined in the award agreement) or his death or “disability” (as defined in the award agreement), in which case no repayment would be required. In addition, in April 2026, the Compensation Committee approved a special retention cash award to Mr. Olsen, who will transition from his current role effective October 1, 2026 (or earlier upon the appointment of a successor) (the “Transition Date”) and will continue employment with the Company as Senior Executive Counsel, Capital Transformation through December 31, 2027, at which time he will retire pursuant to a Transition, Retention and Retirement Agreement, dated as of April 1, 2026 (the “Transition Agreement”). Under the Transition Agreement, Mr. Olsen was to receive a lump-sum cash retention payment of $3.575 million, which will be fully earned on December 31, 2027, subject to his continued employment through such date. This amount was paid in April 2026. If Mr. Olsen’s employment terminates prior to such date for reasons other than a qualifying termination (as described below), he will be required to repay the after-tax value of the retention payment. No repayment is required in the event of a qualifying termination, which generally includes a termination without cause, a resignation by Mr. Olsen for good reason or a termination due to Mr. Olsen’s death or disability. In addition, in the event of a qualifying termination prior to December 31, 2027, Mr. Olsen will be entitled to a lump sum payment equal to the base salary he would have received through December 31, 2027 and continued vesting of his long-term incentive awards through December 31, 2027, subject to execution of a separation agreement and compliance with continuing confidentiality and non-disparagement restrictions and other restrictive covenants applicable to Mr. Olsen. 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 Optimum 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 Optimum 401(k) Savings Plan are subject to vesting limitations for the first three years of employment. The Company also sponsors the Cablevision Excess Savings Plan, a non-qualified deferred compensation plan, in which certain of our named executive officers participate. Effective December 31, 2016, the Cablevision Excess Savings Plan was frozen to new participants and Company contributions. The Company maintains the Cablevision Cash Balance Pension Plan, a tax-qualified defined benefit plan, and the Cablevision Excess Cash Balance Plan, a non-qualified defined benefit plan for participants whose benefits in the qualified plan are limited by applicable Internal Revenue Service limitations. Effective December 31, 2013, the Cablevision Cash Balance Pension Plan and the Cablevision Excess Cash Balance Plan were frozen to new participants and future benefit accruals, except for certain employees covered by a collective bargaining agreement for whom accruals were frozen as of April 15, 2015. Monthly interest credits continue to be made to participant accounts until distribution of the accounts following termination of employment. In February 2026, the Compensation Committee terminated the Cablevision Excess Savings Plan and Cablevision Excess Cash Balance Pension Plan. Account balances in both plans will be distributed to participants on the earlier of the participant’s termination date or in February 2027, subject to Internal Revenue Code 409A requirements. PERQUISITES

  12. ELEMENTS OF COMPENSATION

    Pursuant to the offer letter, dated February 5, 2023 (as amended), between Mr. Sirota and the Company, Mr. Sirota will receive: (i) an annual base salary of $500,000; (ii) an annual target bonus opportunity of 100% of base salary, subject to continued employment through the date of payment; and (iii) beginning in 2024, eligibility to participate in the Company’s annual long-term incentive program, with an annual target award opportunity of $2,000,000. In connection with his hire by the Company, Mr. Sirota received: (i) a sign-on cash bonus of $200,000 (reimbursable upon voluntary resignation or for Cause termination prior to the second anniversary of start date); (ii) an initial equity grant of restricted stock units with an aggregate grant date value of $3,000,000, vesting in equal installments on March 1, 2024, March 1, 2025 and March 1, 2026; (iii) a cash performance award with an aggregate grant date value of $3,000,000, with an anticipated vesting date in March 2026 subject to achievement of certain Company financial and performance metrics to be determined by the Board; and (iv) executive-level relocation benefits, including monthly installment payments of $20,000 for up to six months. Mr. Sirota is subject to all clawback policies adopted by the Company. If Mr. Sirota’s employment with the Company is terminated by the Company without Cause (as defined in his offer letter), Mr. Sirota will be entitled to receive separation benefits under the Company’s Severance Plan, subject to his execution of a separation agreement and release of claims in favor of the Company, which will include: (i) 12 months of continued base salary; (ii) payment of any earned but unpaid annual bonus for the year prior to his termination and, if termination occurs on or after July 1, a prorated annual bonus based on actual business performance for the year in which his termination occurs but without adjustment for personal performance, in each case payable when such annual bonuses are paid to similarly situated employees of the Company; and (iii) three months of Company-subsidized COBRA coverage. CLAWBACK The Long Term Incentive Plan provides that the Company may take action to recover any awards granted under the Long Term Incentive Plan (including awards that are solely subject to service vesting), payments made pursuant to the Long Term Incentive Plan and any gains realized upon exercise or settlement of an award under the Long Term Incentive Plan as permitted or mandated by applicable law, rules, regulations or any Company policy. In October and November 2023, respectively, the Compensation Committee and Board approved the Company’s Dodd-Frank Clawback Policy. TAX DEDUCTIBILITY OF COMPENSATION Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”), establishes a $1 million limit on the amount that a publicly held corporation may deduct for compensation paid to “covered employees”. Pursuant to the Tax Cuts and Jobs Act, the definition of “covered employees” includes the chief executive officer, chief financial officer and the next three most highly paid named executive officers in a taxable year. Once an officer is a “covered employee,” his or her compensation from the Company at any time will remain subject to Section 162(m). The Company’s tax deduction with regard to the compensation of “covered employees” is limited to $1 million per taxable year. DESCRIPTION OF NON-GAAP FINANCIAL MEASURES The non-GAAP financial measures disclosed here are measures with respect to Optimum Communications performance used as performance targets in 2025 compensation programs in which the named executive officers of the Company participate. Adjusted EBITDA: Net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). Adjusted EBITDA less Capex: Adjusted EBITDA less capital expenditures. For additional information regarding Adjusted EBITDA, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

  13. EXECUTIVE COMPENSATION TABLES

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($) | Non-equity incentive plan compensation ($)(3) | Change in pension value and non-qualified deferred compensation earnings ($)(4) | All other compensation ($)(5) | Total ($) | | Dennis Mathew | 2025 | 1,541,923 | 750,000 | 9,810,605 | — | 2,760,000 | — | 169,792 | 15,032,320 | | CEO | 2024 | 1,245,192 | — | 9,952,471 | — | 2,925,000 | — | 302,736 | 14,425,399 | | | 2023 | 1,000,000 | 968,000 | — | — | 2,032,000 | — | 327,478 | 4,327,478 | | Marc Sirota | 2025 | 648,654 | 600,000 | 3,433,713 | | 895,142 | | 18,200 | 5,595,709 | | CFO | 2024 | 598,077 | 224,279 | 2,971,482 | — | 583,125 | — | 14,340 | 4,391,303 | | | 2023 | 421,154 | 442,000 | 5,547,739 | — | 508,000 | — | 465,915 | 7,384,808 | | Michael Olsen | 2025 | 575,000 | 600,000 | 2,943,182 | | 529,000 | 24,139 | 13,519 | 4,684,840 | | EVP, General Counsel | 2024 | 560,866 | 210,325 | 2,971,482 | — | 546,844 | 3,426 | 13,504 | 4,306,447 | | and CCRO | 2023 | 463,846 | 108,540 | 5,249,646 | — | 471,268 | 31,555 | 12,400 | 6,337,255 | | Michael Parker | 2025 | 550,000 | 191,250 | 2,207,385 | — | 660,000 | — | 14,846 | 3,623,481 | | EVP, President - Consumer | | | | | | | | | | | Services | | | | | | | | | |

  14. 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, PSUs, RSUs and CPAs.

  15. 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 $100 investment based on: | | Net Income(loss) ($)(in thousands)(7) | Adjusted EBITDA ($)(in thousands)(8) | | | | | | | | | Total shareholder return ($)(5) | Peer group total shareholder return ($) (6) | | | | 2025 | 15,032,320 | 12,085,430 | — | 0 | 4,634,677 | 3,736,186 | 6.36 | 106.17 | (1,833,047) | 3,335,633 | | 2024 | 14,425,399 | 11,821,800 | — | — | 3,744,972 | 3,260,453 | 6.36 | 106.42 | (78,277) | 3,413,181 | | 2023 | 4,327,478 | 277,975 | — | — | 5,467,436 | 4,612,587 | 8.58 | 89.87 | 79,037 | 3,608,890 | | 2022 | 22,518,415 | 15,966,980 | 3,692,504 | (52,162,514) | 790,064 | (6,523,720) | 12.15 | 81.2 | 220,889 | 3,866,537 | | 2021 | — | — | 38,333,508 | (96,687,299) | 5,935,507 | (14,170,298) | 42.73 | 94.7 | 1,010,932 | 4,427,251 |

  16. 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:

  17. Pay Versus Performance Table

    | | Mr. Mathew | | | 2025 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $15,032,320 | | Pension values reported in SCT | — | | Fair value of equity awards granted during fiscal year reported in SCT | (9,810,605) | | 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 year-end | 8,124,999 | | 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 | (98,301) | | 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 | (1,162,983) | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | Compensation Actually Paid to CEO | $12,085,430 |

  18. 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 2025, Marc Sirota, Michael Olsen and Michael Parker; (ii) for 2024, Marc Sirota, Michael Olsen and Colleen Schmidt; (iii) for 2023, Marc Sirota, Michael Olsen, Colleen Schmidt and Michael Grau; (iv) for 2022, Michael Olsen, Colleen Schmidt and Michael Grau; and (v) for 2021, 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:

  19. Pay Versus Performance Table

    | | NEO Averages | | | 2025 | | Total Compensation as reported in SCT | $4,634,677 | | Pension values reported in SCT | (8,046) | | Fair value of equity awards granted during fiscal year reported in SCT | (2,861,427) | | 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 year-end | 2,369,792 | | 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 | 31,907 | | 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 | (430,717) | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | Compensation Actually Paid to NEOs | $3,736,186 |

  20. Pay Versus Performance Table

    (5)Cumulative total shareholder return ("TSR") of a $100 investment from the beginning of fiscal year 2021 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.

  21. 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 LONG TERM INCENTIVE PLAN The following table sets forth certain information as of December 31, 2025 with respect to the Long Term Incentive Plan.

  22. 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 | 53,555,412 | 18.46 | 16,699,711 | | Equity compensation plans not approved by stockholders: | | | | | | | None | — | — | — | | Total: | | 53,555,412 | 18.46 | 16,699,711 |

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

    (1)Includes 17,042,677 options, 34,012,303 RSUs and 2,500,432 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 as described in the section titled “Long Term Incentives” in the Compensation Discussion and Analysis. If settled in shares, the estimated amount of shares to settle the unvested after-tax value of the target CPAs as of December 31, 2025 would be 45,353,939, based on an assumed aggregate employee tax rate of 38% and a stock price of $1.65. The estimated number of shares needed to settle outstanding 2023 CPAs as of December 31, 2025 was 10,961,318. CPAs granted in 2023 that vested on February 13, 2026 were all settled in cash.