Dennis Okhuijsen

About Dennis Okhuijsen

Dennis Okhuijsen (age 54) has served on the Altice USA (ATUS) Board since 2017. He is a former CFO of the Altice Group (2012–2018) and currently serves as a senior advisor to the Altice Group; earlier roles include Treasurer at Liberty Global (2005–2012), accounting/treasury/investor relations leadership at UPC (1996–2005), and senior accountant at Arthur Andersen (1993–1996). He holds a Masters of Business Economics from Erasmus University Rotterdam .

Past Roles

External Roles

Board Governance

• Role and tenure: Director since 2017; designated as a Next Alt designee under the Amended & Restated Stockholder Agreement .
• Independence: Not independent; ATUS is a “controlled company” and only three of nine directors (Mullen, Svider, Schnabel) are independent under NYSE standards .
• Committees: Not a member of the Audit or Compensation Committees; both committees consist entirely of independent directors (Audit: Mullen—Chair, Svider, Schnabel; Compensation: Svider—Chair, Mullen, Schnabel) .
• Attendance: Board met four times in 2024; each director attended at least 75% of Board/committee meetings on which they served .
• Board structure: CEO is also Chairman; no Lead Independent Director; non-management directors meet in executive session quarterly; independent directors meet separately at least annually .

Fixed Compensation

ATUS pays cash retainers and grants RSUs only to independent directors; none of Messrs. D. Drahi, P. Drahi, Goei, Mathew, Okhuijsen or Stewart received director compensation in 2024 .

Performance Compensation

ATUS does not provide performance-based pay to non-independent directors; Okhuijsen received no director compensation in 2024 .

Other Directorships & Interlocks

Additional board seats for Okhuijsen were not disclosed in the proxy; interlock exists via Next Alt designee status and advisory role to Altice Group .

Expertise & Qualifications

• Finance and capital markets (treasury, risk management, non-investment grade funding) .
• Corporate strategy and capital allocation experience from CFO/senior finance roles .

Equity Ownership

Beneficial ownership table shows no reported holdings for Okhuijsen; contrast with controlling owner Next Alt (93.6% voting power) .

Governance Assessment

• Positive signals:

  • Deep finance/treasury expertise relevant to capital structure oversight .
  • Board/committee governance places related-party review with independent Audit Committee; Related Party Transaction Approval Policy requires Audit Committee oversight and cannot be amended/terminated without Audit Committee majority approval .
  • Board and committees conduct annual self-evaluations; independent director executive sessions in place .

• Elevated risk indicators and potential conflicts:

  • Not independent; designated by controlling stockholder Next Alt; ATUS is a controlled company with only three independent directors and no Lead Independent Director—reduces counterweight to controller influence .
  • Ongoing advisory role to Altice Group (controller affiliate) combined with Next Alt designee status raises conflict-of-interest risk on matters involving Altice-related transactions .
  • Material related-party dealings with Altice Europe and other Drahi-controlled entities in 2024: ~$0.5M revenue, ~$11.6M programming/other direct costs, ~$45.7M other operating expenses (incl. customer care), ~$89.9M capex (equipment/software) . These require robust Audit Committee oversight and clear recusals by designees.
  • No reported personal ATUS equity holdings—limited “skin-in-the-game” alignment relative to independent directors who receive RSU grants .

• Board effectiveness considerations:

  • Committee allocation excludes controller designees, which is appropriate; however, absence of nominating/governance committee due to controlled company status concentrates nomination power with full Board and Next Alt rights under the stockholder agreement .
  • Quorum requirements mandate presence of multiple Next Alt nominees, reinforcing controller influence over Board proceedings .
  • Proposal to add officer exculpation and removal of certain Next Alt consent rights suggests evolving governance; however, controller retains substantial designation rights while beneficially owning majority voting power .

RED FLAGS

• Not independent; Next Alt designee; advisory ties to Altice Group (controller affiliate) .
• Significant related-party transactions with Altice Europe entities in 2024 (services, equipment/software) .
• No disclosed ATUS equity ownership; alignment risk versus independent directors with RSUs .
• No Lead Independent Director; combined CEO/Chairman structure .

Notes on Director Compensation Structure (Context)

• Independent directors receive: $72,500 base cash retainer; Audit chair $32,500; Audit members $22,500; Compensation chair $22,500; Compensation members $5,000; 2024 grant: 64,935 RSUs (50% vested Feb 14, 2025; 50% vest Feb 14, 2026) .
• Okhuijsen (non-independent) received no director compensation in 2024 .

Attendance

• Board met four times in 2024; each director attended ≥75% of Board/committee meetings on which they served .

Controlled Company and Stockholder Agreement Considerations

• ATUS is a controlled company under NYSE rules; Board does not have a majority of independent directors; no nominating/governance committee; Next Alt retains director designation rights proportionate to voting power (up to majority of Board) .