Dennis Mathew

About Dennis Mathew

Dennis Mathew, 47, has served as CEO of Altice USA since October 3, 2022 and Chairman of the Board since July 2023; he holds a B.S. in Economics (Finance and Information Management) from the Wharton School and previously led major Comcast regions and products . Under his tenure, Altice USA’s revenue and Adjusted EBITDA declined from 2022 to 2024 while net income turned negative, and the company’s TSR over 2022–2024 (value of $100 investment) fell, highlighting execution risk amid competitive and leverage headwinds . The Board operates as a controlled company with Chairman/CEO roles combined and only three independent directors, which affects governance independence .

Past Roles

External Roles

Fixed Compensation

• 2024 base salary increased to $1,250,000 (from $1,000,000) . 2022 employment agreement set initial base at $1,000,000 and target bonus at $2,000,000, with 2023 minimum bonus of $1,000,000 .
• 2024 target annual bonus set at $3,000,000; actual formula payout equaled 97.5% of target ($2,925,000) .

Multi-year summary (total comp):

Perquisites and benefits highlights:

• Temporary housing and relocation benefits up to $750,000; 2024 reported transitional housing cost $249,667 and included $110,591 tax gross-up; additional personal security services costs reported; no gross-up for security .
• Company aircraft personal use reimbursed at full cash cost; employee product benefit; standard benefits .

Performance Compensation

Annual bonus framework (Short-Term Incentive Plan, 2024):

Long-term incentives:

• 2024 annual LTI: 50% RSUs and 50% Cash Performance Awards (CPAs). RSUs granted March 18, 2024; vest 1/3 on March 1, 2025, 2026, 2027. CPAs granted September 16, 2024; performance Jan 1, 2024–Dec 31, 2026; payable March 2027; can settle in cash or shares .
• Dennis Mathew received 950,570 RSUs (grant-date fair value $2,452,471) and CPA target $2,500,000 in 2024; plus supplemental CPAs approved Dec 18, 2024 with a maximum $5,000,000 tied to FY 2027 performance, payable March 2028 .
• Initial hire equity (Dec 2022): $20,000,000 total; 50% options and 50% RSUs; vest 50% at 2-year, then 25% at year 3 and 4 anniversaries .

Vesting schedule detail (selected awards):

• 2022 hire RSUs: 50% vested Oct 26, 2024; remaining 25% on Oct 26, 2025 and Oct 26, 2026 .
• 2024 RSUs: 1/3 each on Mar 1, 2025/2026/2027 .
• 2024 CPAs: performance through FY 2026; payable Mar 2027; change-in-control accelerates to full vest (single-trigger) .
• 2027 CPAs: FY 2027 performance; payable Mar 2028; change-in-control accelerates .

Equity Ownership & Alignment

• Beneficial ownership: 2,196,939 Class A shares (<1% of Class A, voting power de minimis versus control group) .
• Stock ownership guidelines: not disclosed for executives in proxy; hedging requires pre-clearance; public put/call transactions prohibited; pledging not expressly disclosed .
• Vested vs unvested and overhang:

Change-in-control and termination economics (selected):

• CIC: Unvested RSUs and CPAs vest fully; PSUs deemed achieved; options vest; DCAs vest; single-trigger accelerations apply .
• Termination without Cause / Good Reason: 12 months base salary; COBRA subsidy (12 months for CEO); prior-year earned bonus plus prorated current-year bonus; pro-rata vesting for time-vested RSUs; pro-rata continuation for CPAs per months served; subject to covenants .
• Death/Disability: pro-rated RSUs and CPAs values; options pro-rated; CPAs assume performance achieved if CIC during performance period; otherwise pro-rata as defined .

Insider selling pressure considerations:

• Significant RSU tranches vesting in 2025–2027 and option tranches vesting through 2026 may create periodic liquidity events; actual Form 4 trading data not provided in proxy—no pledging disclosed; hedging restricted by policy .

Employment Terms

• Employment Agreement (Sept 7, 2022): Base $1,000,000; target bonus $2,000,000; 2023 minimum $1,000,000; initial $20,000,000 equity (50% options, 50% RSUs; 50%/25%/25% cliff schedule); sign-on $850,000 and make-whole up to $175,000 (tax gross-up up to $140,000), relocation/temporary housing up to $750,000 (extended to third anniversary) .
• Severance (without Cause or Good Reason): 12 months base + COBRA subsidy; prior-year bonus if earned; prorated current-year bonus based on actual performance; certain pro-rated vesting for time-vested awards, Committee approval; restrictive covenants apply .
• Change-in-control: Full acceleration of unvested RSUs, options, PSUs, DCAs; CPAs deemed achieved and vest; single-trigger terms across award agreements .
• Clawbacks: Dodd-Frank Clawback Policy adopted Oct–Nov 2023; plan-level clawback rights; sign-on cash and relocation subject to clawback if terminated for Cause or resigns without Good Reason within two years .
• Non-compete / Non-solicit: Award agreements for RSUs, options, PSUs, DCAs, CPAs subject to restrictive covenants; CPAs explicitly include non-compete/non-solicit .

Board Governance

• Dual role: Dennis Mathew serves as Chairman and CEO; Board determined combined leadership appropriate; no Lead Independent Director .
• Controlled company: Next Alt (Patrick Drahi) controls majority voting power; only three of nine directors deemed independent; exemptions used (no nominating/governance committee) .
• Committee structure: Audit Committee (Mark Mullen, Chair; members Raymond Svider, Susan Schnabel); Compensation Committee (Raymond Svider, Chair; members Mark Mullen, Susan Schnabel); both committees fully independent; FW Cook serves as independent compensation consultant .
• Meeting attendance: Board met four times in 2024; each director attended ≥75% of Board and committee meetings; executive sessions of non-management directors held; independent directors meet separately at least annually .
• Next Alt designation rights: Next Alt may designate directors based on voting power (up to majority of Board at ≥50% voting power), with quorum requirements including Next Alt designees .

Performance Compensation – Detailed Table

Say-on-Pay & Peer Group

• Say-on-Pay: 2022 advisory vote approval ~97%; triennial frequency recommended for 2025 vote .
• Compensation peer group (2024 decisions): AT&T, Charter, Comcast, Echostar (Dish replacement), Frontier, Lumen, T-Mobile, Verizon; targets generally set near market median; FW Cook provides advice .

Equity Ownership & Alignment – Additional Details

Investment Implications

• Pay-for-performance alignment: Annual cash bonus tied to EBITDA and divisional objectives delivered near target in 2024 despite EBITDA shortfall; Committee exercised discretion to adjust EBITDA metric, which weakens strict pay-for-performance signal and should be monitored in 2025 .
• Retention and selling pressure: Large RSU/CPA overhang through 2027 and option tranches through 2026 create recurring vesting events that can drive insider liquidity; single-trigger acceleration on change-of-control increases event risk and may misalign long-term shareholder interests .
• Alignment and ownership: CEO beneficial ownership is <1% of Class A; controlled company structure with combined Chair/CEO and only three independent directors reduces governance independence; no Lead Independent Director .
• Severance and CIC economics: 1x salary severance plus prorated bonus and pro-rata vesting provide moderate protection; broad single-trigger vesting across awards is a red flag for governance-focused investors .
• Peer benchmarking and pay levels: 2024 LTI mix shifted from options (largely out-of-the-money) toward RSUs and CPAs, which are lower-risk and more retention oriented; monitor any future increases in guaranteed or discretionary elements (e.g., supplemental CPAs) .
• Company fundamentals: Declining revenue and Adjusted EBITDA from 2022–2024 and negative net income in 2024, plus high leverage (~$25.1B debt), increase execution and refinancing risk; any equity-linked awards tied to these metrics may pay below target absent material turnaround .

Overall: Compensation uses revenue/EBITDA metrics and substantial RSU/CPA equity that encourage retention, but the use of metric modifications, single-trigger CIC acceleration, low personal ownership, and controlled-company governance temper alignment. Focus on deleveraging, fiber execution, and sustained EBITDA improvements to support incentive realizations and reduce execution risk .