David Drahi

About David Drahi

Dr. David Drahi, 30, has served on Altice USA’s Board since 2019. He is co‑Chief Executive Officer (technology and new business) of Altice group activities in Europe (since April 2022) and holds a D.Phil. in Atomic and Laser Physics from Oxford, with prior degrees from Imperial College (Optics/Photonics) and EPFL (Physics). His research covered quantum optics and cryptography; prior roles included work at Cabovisao (formerly Altice Europe) and Icart (Altice subcontractor). He is the son of director and controlling stockholder Patrick Drahi.

Past Roles

External Roles

Board Governance

• Board structure: 9 directors; only three are NYSE‑independent (Mullen, Svider, Schnabel). ATUS is a “controlled company”; it does not have a nominating/governance committee, and only has Audit and Compensation Committees (both fully independent). No Lead Independent Director.
• Committee memberships: Audit (Mullen Chair; Svider; Schnabel); Compensation (Svider Chair; Mullen; Schnabel). Dr. Drahi is not listed as a member of either committee.
• Independence status: Dr. Drahi is not identified as an independent director and is a Next Alt designee.
• Attendance: The Board met 4 times in 2024; “each of our directors” attended at least 75% of Board and committee meetings on which they served.
• Executive sessions: Non‑management directors meet at least quarterly; independent directors meet in executive session at least annually.
• Next Alt designation and quorum rights: Next Alt (controlled by Patrick Drahi) has board designation rights tied to voting power; Board quorum requirements embed presence of Next Alt‑nominated directors when Next Alt is entitled to nominate ≥3 directors. Dr. Drahi is a Next Alt designee.

Fixed Compensation

Notes:

• Independent directors receive base fees ($72,500) plus Audit/Compensation chair/member fees; equity RSUs granted only to independent directors — not to Dr. Drahi.

Performance Compensation

Notes:

• In 2024, RSUs (64,935) were granted to the three independent directors, vesting 50% on Feb 14, 2025 and 50% on Feb 14, 2026; Dr. Drahi did not receive RSUs, options, or performance awards for Board service.

Other Directorships & Interlocks

Expertise & Qualifications

• Advanced technical training in physics (quantum optics/cryptography), with technology and operational leadership at Altice group in Europe; Board qualifications cited as experience in corporate strategy and operations.

Equity Ownership

Additional alignment/controls:

• Hedging: Insider Trading Policy prohibits hedging without pre‑clearance and public put/call transactions at all times; no pledging disclosed for Dr. Drahi.

Governance Assessment

• Strengths
  • Audit and Compensation Committees are fully independent; clear charters, annual self‑evaluations.
  • Related‑party transactions must be reviewed/approved under a formal Audit Committee‑controlled Related Party Transaction Approval Policy; policy cannot be amended/terminated without majority of Audit Committee.
  • Independent compensation consultant (FW Cook) engaged; independence affirmed.
  • Board and committee attendance threshold met by all directors in 2024.
  • Prior say‑on‑pay approval strong: 97% in 2022, indicating limited shareholder opposition to executive pay structure.
• Structural risks/RED FLAGS
  • Controlled company: Next Alt/Drahi Group hold majority voting power; only three independent directors on a nine‑member Board; no nominating/governance committee; the Board leadership combines CEO and Chair; no Lead Independent Director.
  • Next Alt designee/governance constraints: Next Alt holds director designation rights and Board quorum requirements tied to presence of Next Alt‑nominated directors — potential to limit independent oversight during key decisions.
  • Family relationship: Dr. David Drahi is the son of Patrick Drahi (director and controlling stockholder), raising heightened related‑party and independence concerns.
  • Significant related‑party transactions: 2024 revenue ~$0.5m from Altice Europe subsidiary; programming/other direct costs ~$11.6m; other operating expenses, net ~$45.7m; capex ~$89.9m for equipment/software from Altice Europe subsidiaries — recurring material exposure to affiliates.
  • Ownership alignment: Dr. Drahi reported no beneficial ownership at April 17, 2025; absence of personal shareholdings may reduce direct economic alignment for an influential, non‑independent designee.

Implications for investor confidence: Governance structure and extensive related‑party ties require strong, active independent committee oversight and transparent disclosure. The Audit Committee’s mandated control over related‑party approvals mitigates, but does not eliminate, conflict risk given Next Alt’s rights and family relationships.

Related-Party Exposure Snapshot (Company-level; relevant to David Drahi’s interlocks)

Committee Assignments, Independence, and Attendance (Director-specific)

Director Compensation Summary (2024)

Say-on-Pay & Shareholder Feedback

• 2022 advisory vote: ~97% approval of executive compensation; triennial say‑on‑pay recommended by Board.

Compensation Committee Analysis

• Members: Raymond Svider (Chair), Mark Mullen, Susan Schnabel — all independent.
• Consultant: FW Cook retained; independence confirmed; peers used for benchmarking include AT&T, Charter, Comcast, Echostar, Frontier, Lumen, T‑Mobile, Verizon.
• Risk oversight: Compensation Committee reviews whether pay programs encourage excessive risk‑taking.

Governance Quality Signals

• Positive: Fully independent Audit/Comp Committees; robust clawback policy; formal related‑party approval process; annual self‑evaluations; clear disclosure of controlled company status.
• Cautionary: Controlled company; limited independent representation; family ties and designee rights; substantial recurring related‑party transactions; no director‑level equity/fees for Dr. Drahi (alignment concern).