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Altice USA Inc

For the period ended Jun 12, 2024. Filed Apr 29, 2024.

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About this filing

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.

Jun 12, 2024 · Filed Apr 29, 2024

OPTU$0.75+32.1%Stored close · as of Nov 6, 2026
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Contents

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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.