Dexter Goei

About Dexter Goei

Dexter Goei, 53, serves as a director of Altice USA; he previously served as Chief Executive Officer (2016–October 2022) and as Executive Chairman (October 2022–March 22, 2023) and is a graduate of Georgetown University’s School of Foreign Service (cum laude) with extensive corporate strategy, operations, finance, and telecommunications credentials . The Board classifies only three directors as independent under NYSE standards, and Mr. Goei is not among them, reflecting non‑independent status in a controlled company context . The Board met four times in 2024 and each director attended at least 75% of Board and relevant committee meetings .

Past Roles

External Roles

No other current public company directorships are disclosed for Mr. Goei .

Board Governance

• Committee memberships: Mr. Goei does not serve on the Audit or Compensation Committees; those committees are composed solely of independent directors (Audit: Mullen—Chair, Svider, Schnabel; Compensation: Svider—Chair, Mullen, Schnabel) .
• Independence: The Board determined that only Mullen, Svider, and Schnabel are independent under NYSE standards; Mr. Goei is not classified as independent .
• Attendance and engagement: The Board met four times in 2024; each director attended at least 75% of Board and assigned committee meetings; three directors attended the 2024 annual meeting .
• Controlled company dynamics: Altice USA is a “controlled company” under NYSE rules due to Patrick Drahi’s majority voting control; the company does not have a nominating and governance committee and does not maintain a majority‑independent Board .
• Leadership and executive sessions: The CEO also serves as Chairman; there is no Lead Independent Director. Non‑management directors meet in executive session at least quarterly; independent directors meet separately at least annually .
• Next Alt designation rights: Next Alt (Patrick Drahi) holds contractual rights to designate directors; Mr. Goei is a Next Alt Designee. Special quorum requirements include specified Next Alt designees when Next Alt can nominate ≥3 directors .

Fixed Compensation

Context: Independent directors received $72,500 annual base fees plus committee fees and $150,000 RSUs (64,935 RSUs; 50% vest 2/14/2025, 50% vest 2/14/2026). Grant date price $2.16 (2/14/2024) .

Performance Compensation

No director‑level performance pay or director equity grants were paid to Mr. Goei for 2024 Board service; legacy executive awards vested per separation terms .

Other Directorships & Interlocks

• Current public company boards: Altice USA (director) .
• Prior boards: Altice Europe (director until Oct 2018); prior chairman roles at Altice USA and Altice Europe until the Distribution .
• Interlocks and influence: Next Alt’s A&R Stockholder Agreement grants director designation rights proportional to voting power; Mr. Goei is a Next Alt Designee, creating potential influence alignment with controlling stockholder. Quorum rules embed Next Alt designee presence requirements when Next Alt can nominate ≥3 directors .

Expertise & Qualifications

• Corporate strategy, operations, finance, telecom leadership from CEO and chairman roles at Altice entities .
• 15 years in investment banking at JPMorgan and Morgan Stanley; Co‑Head of European Media & Communications at Morgan Stanley .
• Education: Georgetown University’s School of Foreign Service (cum laude) .

Equity Ownership

“All executive officers and directors as a group” hold 214,330,881 Class A (44.6%) and 182,884,414 Class B (99.3% of Class B); Next Alt and Patrick Drahi collectively control ~93.6% of total voting power via Class B and Class A holdings, underscoring the controlled company profile .

Governance Assessment

• Independence and committees: Mr. Goei is a non‑independent director and does not sit on the Audit or Compensation Committees, limiting direct involvement in independent oversight functions .
• Attendance and engagement: Board met four times in 2024; all directors attended at least 75% of meetings, indicating baseline engagement. Board encourages attendance at annual meetings (three directors attended in 2024) .
• Ownership alignment: Significant personal beneficial ownership (6.4% of Class A; ~9.5M options exercisable) aligns incentives with equity value, but legacy executive award vesting post‑separation could be perceived as favorable terms .
• Controlled company risks: Next Alt’s designation rights and quorum mechanics, combined with only three independent directors and no nominating committee or Lead Independent Director, elevate governance risk and potential conflicts of interest .
• Related‑party exposure: Material ongoing transactions with Altice Europe and affiliates (2024: ~$0.5M revenue; ~$11.6M programming/other direct costs; ~$45.7M other operating expenses; ~$89.9M capex), reviewed under a Related Party Transaction Approval Policy that cannot be amended without majority Audit Committee approval .
• Mitigating structures: Independent Audit and Compensation Committees; FW Cook retained as an independent compensation consultant; executive sessions of non‑management directors provide channels for independent oversight .

RED FLAGS

• Controlled company with concentrated voting control (Next Alt/Drahi Group ~93.6% total voting power) and director designation rights; only three independent directors; no nominating and governance committee; no Lead Independent Director .
• Extensive related‑party activities with Altice Europe and affiliates, including significant operating expenses and capital expenditures transacted with related parties .
• Legacy executive equity vesting for Mr. Goei post‑separation (large RSU and option vesting at end‑2024), which may be scrutinized for alignment with shareholder outcomes given underwater option strike vs. prevailing prices .

Director Compensation (as Director in 2024)

Related Party Transactions & Controls

• A&R Stockholder Agreement with Next Alt sets director designation mechanics, reduced prior consent rights, and observer rights; Next Alt retains majority designation when Drahi Group ≥50% voting power, with rounding mechanics below 50% .
• Related Party Transaction Approval Policy mandates independent Audit Committee review and approval for Item 404 threshold transactions and cannot be amended or terminated without a majority of the Audit Committee .
• 2024 related‑party activity: ~$0.5M revenue from Altice Europe subsidiary advertising; ~$11.6M programming and direct costs; ~$45.7M other operating expenses (including customer care services); ~$89.9M capex for equipment and software development from Altice Europe subsidiaries .

Committee Landscape (Context)

Say‑on‑Pay & Shareholder Feedback (Context)

• The most recent triennial say‑on‑pay (2022) received ~97% approval by Class A and Class B voting together as a single class; the 2025 proxy seeks a non‑binding advisory vote again and recommends triennial frequency .

Equity Ownership Guidelines and Hedging/Pledging

• Insider Trading Policy: Hedging transactions require pre‑clearance; public put/call transactions are prohibited; no specific disclosure of pledging by Mr. Goei .

Summary Signals for Investors

• Positive: Significant personal equity stake aligns skin‑in‑the‑game; independent committees and strict related‑party approval policy provide structural oversight; regular executive sessions .
• Negative: Non‑independent status, controlled company governance with concentrated voting, Next Alt designation/quorum rules, and high volume of related‑party transactions create heightened conflict risk that can weigh on investor confidence .