Vistance Networks, Inc.
For the period ended Mar 21, 2025. Filed Mar 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 21, 2025 · Filed Mar 24, 2025
Contents
PROXY SUMMARY
We provide the below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and the 2024 Annual Report before you vote.
The Annual Meeting
| Date and Time: | Thursday, May 8, 2025 1:00 p.m., Eastern Time |
|---|---|
| Virtual Meeting Site: | https://web.lumiconnect.com/285972254 |
| Log-In Password: | commscope2025 |
| Record Date: | March 12, 2025 |
| Attendance Information forStockholders of Record: | If you were a holder of record of common stock of CommScope at the close of business on the Record Date (i.e., your shares are held in your own name in the records of CommScope’s transfer agent, Equiniti Trust Company, LLC (Equiniti)), you can attend the meeting by visiting the Virtual Meeting Site and entering the Log-In Password provided above and the 11-digit control number previously provided to you in your proxy materials. If you are a stockholder of record and you have misplaced your 11-digit control number, please call Equiniti at (800) 937-5449 or (718) 921-8124. |
| Attendance Information for“Beneficial” and “StreetName” Holders: | If you were a beneficial owner of common stock of CommScope at the close of business on the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank, broker or other nominee), you must register in advance in order to ask questions or vote your shares at the Annual Meeting. To register, please obtain a legal proxy from the bank, broker or other nominee that is the record holder of your shares and then submit the legal proxy, along with your name and email address, to Equiniti to receive an 11-digit control number that may be used to access the Virtual Meeting Site provided above. Any control number that was previously provided with your proxy materials (likely a 16-digit number) will not provide access to the Virtual Meeting Site. Requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by Equiniti no later than 5:00 p.m., Eastern Time, on May 2, 2025. All such requests should be submitted (1) by email to helpAST@equiniti.com, (2) by facsimile to (718) 765-8730 or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 48 Wall Street, Floor 23, New York, NY 10005. Once you have obtained your 11-digit control number from Equiniti, please follow the steps set forth above for stockholders of record to attend the Annual Meeting. |
2025 Proxy Statement 1
Proposals Up for Vote
The following proposals will be voted on at the Annual Meeting.
| Board’sRecommendation · Page Reference(for more detail) | ||||
|---|---|---|---|---|
| Item 1. | To elect two directors designated by Carlyle, each for a term ending at the 2026 Annual Meeting of Stockholders or until his or her successor is elected and qualified to serve | ✓ | FOR eachnominee | 18 |
| Item 2. | To elect eight directors to the Board of Directors, each for a term ending at the 2026 Annual Meeting of Stockholders or until his or her successor is elected and qualified to serve | ✓ | FOR eachnominee | 19 |
| Item 3. | To approve, on a non-binding advisory basis, the compensation of our NEOs, as described in this Proxy Statement | ✓ | FOR | 39 |
| Item 4. | To approve additional shares under our 2019 Long-Term Incentive Plan | ✓ | FOR | 70 |
| Item 5. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 | ✓ | FOR | 78 |
How to Cast Your Vote
Your vote is important! Please cast your vote and play a part in the future of CommScope.
Stockholders of record, who hold shares registered in their names, can vote by:
| Internet at | calling 1-800-PROXIES | |
|---|---|---|
| www.voteproxy.com | toll-free from the | return the signed |
| United States or Canada | proxy card |
The deadline for voting online or by telephone is 11:59 p.m., Eastern Time, on May 7, 2025. If you vote by mail, your proxy card must be received before the Annual Meeting.
Beneficial owners, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet provided by their bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.
If you are astockholder of record or a beneficial owner who has alegal proxy to vote the sharesand hasregistered in advance with Equiniti and received a control number to attend the virtual Annual Meeting, you may choose to vote at the virtual Annual Meeting. Even if you plan to attend our virtual Annual Meeting, please cast your vote as soon as possible.
See the"Questions and Answers About the Annual Meeting and Voting" section for more details.
2 2025 Proxy Statement
Board Nominees(page 17)
CommScope’s Board of Directors currently has ten members, two of whom are designees of Carlyle under the terms of the Investment Agreement with Carlyle, dated November 8, 2018 (Investment Agreement), and serve a one-year term. In addition, eight of our current directors are standing for re-election at the Annual Meeting, each for a one-year term. The following table provides summary information about each director standing for election to the Board of Directors.
| Committees | |||||||
|---|---|---|---|---|---|---|---|
| Age | Tenure | Independent | Audit | Compensation | NominatingandCorporateGovernance | OtherPublicCompanyBoards | |
| Carlyle Nominee | |||||||
| Scott H. Hughes | 39 | 2024 | ✓ | ✓ | 0 | ||
| Patrick R. McCarter | 50 | 2020 | ✓ | ✓ | 0 | ||
| Nominees | |||||||
| Stephen C. Gray | 66 | 2011 | ✓ | C | 0 | ||
| L. William Krause | 82 | 2011 | ✓ | ✓ | ✓ | 0 | |
| Joanne M. Maguire | 71 | 2016 | ✓ | C | 1 | ||
| Thomas J. Manning | 69 | 2014 | ✓ | ✓ | 1 | ||
| Derrick A. Roman | 61 | 2021 | ✓ | C | ✓ | 1 | |
| Charles L. Treadway | 59 | 2020 | 0 | ||||
| Claudius E. Watts IV, Chairman | 63 | 2011 | 0 | ||||
| Timothy T. Yates | 77 | 2013 | L | ✓ | 0 | ||
L Lead Independent Director
C Chair
Stockholder Outreach Highlights
In 2024, the Company received approximately 97% support for its say-on-pay proposal. We believe this reflects our responsiveness to the feedback we heard through our stockholder outreach initiatives and the changes the Compensation Committee made to our executive compensation programs in recent years.
We regularly meet with investors to discuss a variety of business, industry and competitive dynamics. During the course of these discussions, the Company seeks to gather feedback on its executive compensation and governance programs to ensure that interests are aligned with stockholders.
2025 Proxy Statement 3
Financial Performance Highlights(1)
| 2024 Selected Financial Performance Highlights(1) | ||||
|---|---|---|---|---|
| Net Sales · Loss from Continuing Operations · AdjustedEBITDA (including OWN and DAS) (2) · December 31 Stock Price | ||||
| 2024 | $4,205.8 | $(461.0) | $1,095.1 | $5.21 |
| Change | $(359.4) | $634.8 | $98.5 | $2.39 |
| 2023 | $4,565.2 | $(1,095.8) | $996.6 | $2.82 |
(1)
Financial performance highlights are from continuing operations and do not include the net sales, net loss or Adjusted EBITDA classified as discontinued operations related to the divestiture of our OWN segment, DAS business unit and Home Networks (Home) segment.
(2)
See reconciliation of non-GAAP financial measures included in Appendix A hereto.
Executive Compensation Program Highlights (page 41)
Our executive compensation approach is straightforward and supports our pay-for-performance philosophy, and typically includes:
Significant portion of executive pay is at risk
Equity awards with multi-year vesting, allocated between performance and time-based awards
Regular stockholder outreach in connection with the annual say-on-pay vote
A compensation approach that does not create incentives for excessive risk taking
Policy prohibiting hedging and pledging of Company shares
Compensation Recovery “Clawback” Policy to recover incentive compensation from executives in the event of a restatement of our financial statements
The principal objectives of our NEO pay include:
Competitive pay – allows us to attract top talent and to retain those executives by providing substantial pay for performance opportunity
Pay for performance – by rewarding outstanding results that will enhance near-term performance and drive long-term sustainable returns
Alignment with stockholders – through performance goals and by setting meaningful equity ownership guidelines
4 2025 Proxy Statement
Elements of our Executive Compensation Program(page 44)
The following table summarizes the primary elements of our executive compensation program for 2024. Please see our Compensation Discussion and Analysis beginning on page 40.
| Compensation Element | Purpose | 2024 Pay Outcome |
|---|---|---|
| Base Salary | Recognize performance of job responsibilities as well as attract and retain individuals with superior talent. | NEO base salary remained unchanged from 2023 except for the increase for Mr Lorentzen by 2.5% to align his salary more closely with the median salary of our peer group, and Mr. ter Linde’s salary was increased by 6.9% in connection with his appointment as head of the CCS segment as well as alignment with other segment presidents. |
| AIP Bonus Awards | Provide short-term incentives linked directly to achievement of financial objectives. Our NEOs’ 2024 AIP, with the exception of Messrs. ter Linde and Firouzbakht, was based on the following metrics:•90% on Adjusted EBITDA (including OWN and DAS); and •10% on strategic objectives tied to CommScope NEXT. Adjusted EBITDA (including OWN and DAS) is the aggregate Adjusted EBITDA of our CCS, OWN, NICS and ANS segments. As a result of the divesture of the OWN segment, DAS business unit and Home Networks (Home) segment, our results are now reported based on continuing operations. Adjusted EBITDA used for incentive performance measurement does not align with Adjusted EBITDA from continuing operations as Adjusted EBITDA from continuing operations excludes the OWN and DAS business. The 2024 AIP for Mr. Firouzbakht, who is the OWN segment leader, was based 90% on the Adjusted EBITDA for the OWN segment and 10% on corporate strategic objectives. The 2024 AIP for Mr. ter Linde, who was the CCS segment leader, was based 90% on the Adjusted EBITDA for the CCS segment, and 10% on corporate strategic objectives. | We achieved above target performance for our Adjusted EBITDA (including OWN and DAS) and target performance was met for the strategic objectives metric, resulting in a 157.6% payout for each of Messrs. Treadway, Lorentzen and Choi. Both CCS and OWN segment achieved maximum performance for their respective segment Adjusted EBITDA. Additionally, target performance was met for the strategic objectives metric resulting in a total payout of 199.0% for Mr. Firouzbakht and Mr. ter Linde. |
2025 Proxy Statement 5
| Compensation Element | Purpose | 2024 Pay Outcome |
|---|---|---|
| Equity Incentive Awards | Directly link senior management’s and stockholders’ interests by tying long-term incentive to stock price appreciation. All NEOs received cash long-term incentive plan (Cash LTIP) awards in 2024. Cash LTIP awards were eligible to be earned based on the level of achievement of goals tied to corporate and strategic initiatives specific to divestitures and capital structure management as well as, for select NEOs, achieving financial objectives for the year. All NEOs also received restricted stock units (RSUs) that vest over three years, conditioned on continued service. | In February 2025, the Compensation Committee evaluated performance against the goals for the Cash LTIP awards and approved the achieved amounts, which will be paid in three equal installments (March 2025, September 2025, and March 2026), subject to the continued service of each NEO through the applicable payment date. The PSUs granted in 2022, linked to the achievement of cumulative Core Adjusted EBITDA for 2022 through 2024 (2022 Core Adjusted EBITDA PSUs), were earned at 69.7%. The relative TSR did not meet the threshold, resulting in the forfeiture of all TSR PSUs granted in 2022. The TSR PSUs and Core Adjusted EBITDA PSUs granted in 2023 remain ineligible for vesting until the conclusion of their respective performance periods.The Executive Performance Retention Grant (EPRG) PSUs granted in prior years were eligible to vest based upon the achievement of various stock price hurdles (ranging from a low of $15 for Messrs. Treadway and Lorentzen and $17.50 for Messrs. Choi and Firouzbakht, and continued service over a four-year period. Mr ter Linde did not receive EPRG PSUs). None of the price hurdles were achieved in 2024 causing the shares for Messrs. Treadway, Choi and Firouzbakht to expire in 2024. Mr. Lorentzen's shares expired in January 2025. |
Corporate Governance Highlights(page 17)
We are committed to strong corporate governance, which we believe is important to the success of our business. Our corporate governance practices are described in greater detail in the “Corporate Governance Matters” section. Highlights include:
Strong, independent Board with a Lead Independent Director
Independent directors meet regularly in executive sessions
Risk oversight provided by both the appropriate committees and the full Board
Regular Board and committee self-evaluations
Majority voting in uncontested director elections
Annual director election
No stockholder rights plan (or “poison pill”)
6 2025 Proxy Statement
Corporate Responsibility and Sustainability Highlights
At CommScope, we believe that corporate responsibility and sustainability means making decisions that have a positive long-term impact on our people, planet, and bottom line. Our company-wide sustainability mission is to enable faster, smarter, and more sustainable solutions while demonstrating the utmost respect for our human and natural resources. Innovative technology, intelligent engineering, and energy efficient design help us accomplish our mission and achieve our goals. CommScope builds sustainable networks that make our customers more agile, while simultaneously helping preserve the natural ecosystems from which we source our raw materials.
Our company is supported by a strong corporate governance framework and well-defined set of principles and values. CommScope is committed to maintaining the highest ethical standards, conducting business with integrity, honesty, fairness and transparency. Our governance practices continuously evolve in response to global and local changes, with the goal of creating lasting value for our stakeholders, customers and society as well as supporting resilience for our business.
We believe that acting with integrity includes creating a culture that invites and values the unique perspectives and contributions of all employees. We seek to embrace and leverage our diverse employee base and inclusive culture to create a more engaged workforce and enable business success, as well as our employees' professional success.
CommScope’s global footprint extends to more than 100 countries, highlighting the importance of measuring and mitigating our environmental impact on a global scale. We continue searching for innovative solutions and improved product design, adjusting our production, distribution and consumption patterns to minimize pressure on Earth’s finite resources.
We are proud of the Company’s significant standing in one of the world’s most vital and dynamic industries. We make great strides in delivering on our sustainability actions while advancing the industry and creating a better and sustainable tomorrow. For the sake of our current and future generations, we will continue to grow as a sustainable, environmentally conscious business that benefits the whole planet.
Corporate Responsibility and Sustainability (CRS) Oversight
As a global company, CommScope is exposed to risks at many levels. The Board of Directors has ultimate responsibility for CRS policies and practices. The Board’s three standing committees provide oversight and guidance over different aspects of CRS:
Audit Committee oversees our ethics and compliance program and matters relating to CRS disclosures.
Nominating and Corporate Governance Committee is responsible for environmental matters and the integration of CRS into all governance matters.
Compensation Committee oversees any relevant CRS strategies related to, among others, leadership development, succession planning, safety, well-being and organization culture.
In addition, management-led teams devise, steer and execute our sustainability strategy and goals. They do this through an exhaustive system of checks and balances that assist in minimizing social, environmental, physical and ethical risks. The Company’s employees play an essential role in the sustainability program by implementing our sustainability actions and initiatives.
For additional information, which is not incorporated by reference into this Proxy Statement, see our Corporate Responsibility and Sustainability pages on the CommScope website: https://www.commscope.com/corporate-responsibility-and-sustainability/.
Information on our website is not, and should not be deemed to be, a part of this Proxy Statement, or incorporated by reference into any other filings we made with the Securities and Exchange Commission (Commission).
2025 Proxy Statement 7
8 2025 Proxy Statement
Corporate Responsibility and Sustainability Key Achievements
| ENVIRONMENTAL | SOCIAL | GOVERNANCE | ||
| Priorities •Reduce the environmental impact of our operations and facilities.•Develop solutions that meet our customers current and future sustainability requirements. | Priorities •Leverage a collaborative, diverse, enabled and agile workforce to deliver business innovation.•Provide a safe work culture and environment for all employees. | Priorities •Improve our transparency and reporting.•Strengthen our ethics and compliance program.•Source responsibly and minimize supply chain risks. | ||
| Achievements•Achieved 42.1%* reduction in Scope 1 and 2 Greenhouse Gas (GHG) emissions compared to 2019 baseline.•10.8%* of purchased electricity originated from renewable sources in 2024.•Achieved 4.5% reduction in water withdrawal compared to 2019 baseline.•Diverted 81.3% of non-hazardous waste and e-waste from landfill.•Continued to support the Society of Cable Telecommunication Engineers (SCTE) energy goals in order to help our Access Network and Edge Facility products achieve greater energy reductions.•Continued to utilize life cycle thinking approach in our product development processes.•Utilized in-house, as well as third-party, capabilities to conduct Life-Cycle Assessments (LCAs) for our products and published Environmental Product Declarations (EPDs) on our company website.•Continued to ensure our products meet global regulations, including RoHS, WEEE and REACH regulations.•Continued focus on eliminating single-use plastics (SUP) across all business segments. | Achievements •Achieved a global injury rate of 0.23, 74.4% below the United States Occupational Safety & Health Administration (OSHA) industry rate of 0.90.•Continued sponsorship of our global Diversity & Inclusion Business Network (DIBN) and RISE networks for early-in-career talent. The DIBN now includes more than 1,400 employees worldwide and the RISE network has over 230 members.•Conducted the Global Employee Pulse Survey with our 20,000 employees to better understand employee sentiment about the Company, our progress, their work, and overall employee engagement. Follow-up communications and action plan deployment are ongoing.•Launched GM101 program for all salaried employees to strengthen our general manager culture and capabilities.•Continued our well-being program with GuidanceResources, the Company’s global wellness resource program available to all employees and their families worldwide.•Continued the Frank M. Drendel Community Service Excellence Awards to recognize and support the most significant community service efforts made by our employees.•Supported charitable organizations worldwide and partnered with United Way to support local charitable causes by using an employer match program in the United States. | Achievements •Reported climate-related risks and opportunities using the CDP platform which is committed to aligning with the Task Force on Climate-Related Disclosures (TCFD) recommendations.•Maintained CRS goals in our short-term incentive plan for CEO & Section 16B Officers.•100% of non-production employees completed the annual Ethics and Compliance training (10,000+ employees).•Achieved zero “major nonconformances” in third-party ISO9001/TL9000 (quality management system) certification audits.•Maintained the ISO14001:2015 (environmental management system) and ISO45001:2018 (health and safety management system) standards certification program to cover 90% of our manufacturing facilities.•Received one "major nonconformance" in third-party ISO14001/ISO45001 audits.•Continued to ensure our operations and supply chain aligns with global modern anti-slavery and human rights standards.•Completed 18 CSR assessments in our manufacturing facilities, utilizing the Responsible Business Association tool (RBA-Online), and achieved low risk rating.•Conducted 202 sustainability assessments and audits in our supply chain. These included review compliance and evaluation of established labor, ethics, environmental, health and safety practices and business continuity. | ||
| Recognition •Received various public recognitions for our sustainability efforts and performance in combating the effects of climate change and responsible business practices.•Achieved a "B" score in the CDP Climate scorecard. | Recognition •Cemefi recognized three facilities in Mexico for obtaining the Distinctive ESR (Socially Responsible Company), third year for Juarez-Bermudez, second year for our Juarez-Praderas site and first year for our Delicias site. | Recognition •Achieved a Gold Level Corporate Social Responsibility Rating from EcoVadis, with overall score of 74/100.•Awarded AA rating by Morgan Stanley Capital International (MSCI) in its MSCI ESG Rating. | ||
*Reported performance may vary from actual as we finalize the Q4 2024 data. This is due to global energy billing processes—final data will be published in the 2025 Sustainability Report.
2025 Proxy Statement 9
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.