Marc Sirota
ATUSAbout Marc Sirota
Marc Sirota, 54, is Chief Financial Officer of Altice USA (ATUS). He joined Altice USA in February 2023 as CFO of Telecommunications and was appointed CFO effective March 1, 2023; he oversees finance, accounting, strategic planning and analysis, internal audit, tax, investor relations, and treasury . Sirota holds a B.S. in Accounting from Bloomsburg University of Pennsylvania, completed executive studies at Wharton, and is a CPA . Altice USA emphasizes Adjusted EBITDA and stock price in its pay-versus-performance framework; 2024 corporate bonus metrics delivered a 97.5% payout of target, with a discretionary uplift taking Sirota’s total bonus payout to 135% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altice USA | CFO Telecommunications; appointed CFO | 2023–present | Leads enterprise finance, IR, treasury, audit; elevated to CFO Mar-1-2023 |
| Comcast Corporation | Division/Regional CFO; Cable Assistant Controller; SVP Enterprise BI | Not disclosed | Senior finance and analytics leadership roles across cable operations |
| Deloitte Touche Tohmatsu Limited | Audit Manager | Not disclosed | Public accounting, audit foundation |
External Roles
No public company board roles or external directorships disclosed for Sirota .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 421,154 | 598,077 | Committee increased base salary from $500,000 to $600,000 effective Jan-1-2024 |
| Target Bonus (%) | 100% of base | 100% of base | Set at 100% of base; 2024 target $600,000 |
| Target Bonus ($) | 442,000 paid (discretionary) | 600,000 target; payout 135% = $807,404 (incl. $224,279 discretionary) | |
| All Other Compensation ($) | 465,915 | 14,340 | 401(k) match/discretionary; perquisites minimal in 2024 |
Summary Compensation (multi-year):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 421,154 | 442,000 | 5,547,739 | 508,000 | 465,915 | 7,384,808 |
| 2024 | 598,077 | 224,279 | 2,971,482 | 583,125 | 14,340 | 4,391,303 |
Offer Letter Economics:
- Base salary $500,000; target bonus 100% of base; eligible for annual LTI from 2024 with $2,000,000 target .
- Sign-on cash bonus $200,000 (subject to reimbursement on voluntary resignation/for-cause within 2 years), initial RSUs $3,000,000 vesting on Mar-1-2024/2025/2026, cash performance award $3,000,000 anticipated vesting March 2026 subject to Company financial/performance metrics, relocation support up to $20,000/month for up to six months .
Performance Compensation
2024 Short-Term Incentive structure and outcomes (corporate leaders including Sirota):
| Metric | Weight | Target | Actual | Payout (as % of target) | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 25% | $3,581.3M | $3,452.1M | 17.4% | Committee modified metric due to unanticipated events |
| Divisional Performance | 50% | Not disclosed | Not disclosed | 45.1% | Weighted: Telecom 80% + News & Advertising 20% |
| Operational (Discretionary Objectives) | 25% | Not disclosed | Not disclosed | 35.0% | Committee discretion based on corporate effectiveness |
| Total | 100% | — | — | 97.5% | Corporate payout score before individual adjustments |
| Individual Adjustment (Sirota) | — | — | — | Final payout 135% of target ($807,404; discretionary $224,279) | CFO-specific discretion applied by Committee |
Long-Term Incentives and Vesting:
| Award Type | Grant/Target | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (initial) | Sign-on RSUs | 502,513 unvested at 12/31/24; $1,211,056 MV at $2.41 | 1/3 on Mar-1-2024; 1/3 on Mar-1-2025; 1/3 on Mar-1-2026 | Grant-date value was $3,000,000 per offer letter |
| RSUs (annual 2024) | March 2024 RSUs | 570,342 unvested at 12/31/24; $1,374,524 MV at $2.41 | 1/3 on Mar-1-2025; 1/3 on Mar-1-2026; 1/3 on Mar-1-2027 | Part of 2024 LTI program |
| CPAs (2024 award) | Target | $3,000,000 | Performance period 1/1/2024–12/31/2026; payable Mar-2027 | Vests based on Company performance; CO triggers full vest |
| CPAs (2024 year-end) | Additional | $1,500,000 | Performance period FY 2027; payable Mar-2028 | Vests based on 2027 performance; CO triggers full vest |
| 2024 Stock Vested | RSUs vested in 2024 | 251,256 shares; $748,743 value realized (Mar-1-2024 at $2.98) | On vesting dates | No options exercised in 2024 |
Change-of-Control (CO) Treatment:
- Sirota’s unvested RSUs ($2,585,580) and CPAs ($4,500,000) would fully vest; PSUs not applicable for Sirota . CO deems CPA/PSU performance achieved and accelerates RSUs/DCAs/options (where held) subject to restrictive covenants .
Equity Ownership & Alignment
| Item | Value | Details |
|---|---|---|
| Beneficial Ownership (Class A) | 374,164 shares | As of April 17, 2025; less than 1% of voting power |
| Ownership as % of Class A | ~0.13% (374,164 / 283,502,205) | 283,502,205 Class A shares outstanding at 4/17/2025 |
| Unvested RSUs (12/31/24) | 502,513; 570,342 | Market value at $2.41: $1,211,056; $1,374,524 |
| Unvested CPAs | $3,000,000; $1,500,000 targets | Payable Mar-2027 and Mar-2028, subject to performance |
| Options | None held by Sirota | Only CEO Mathew showed options in 2024 table |
| Hedging/Pledging | Hedging restricted; public puts/calls prohibited; pledging not disclosed | Insider Trading Policy filed with 2024 10-K; preclearance required |
| Clawback | Dodd-Frank Clawback Policy adopted Oct/Nov 2023; awards subject to recovery | Plan permits recovery consistent with law/policy |
| Ownership Guidelines | Not disclosed | Peer benchmarking set median TDC guideline, not ownership multiples |
Insider Selling Pressure Windows:
- RSU vesting dates: March 1, 2025; March 1, 2026; March 1, 2027; corresponding tranches may create liquidity events subject to trading windows .
- CPA payouts: March 2027 and March 2028 if earned, with potential settlement effects; CPAs accelerate on CO .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Appointment | CFO effective March 1, 2023; joined Feb 2023 | |
| Offer Letter (Feb 5, 2023, as amended) | Base $500,000; target bonus 100% of base; LTI target $2,000,000 from 2024 | |
| Sign-on / Initial Awards | $200,000 cash; RSUs $3,000,000 (Mar-1-2024/25/26 vest); Cash performance award $3,000,000 (anticipated Mar-2026); relocation $20,000/month up to 6 months | |
| Severance (without Cause) | 12 months base salary; earned but unpaid prior-year bonus; prorated current-year bonus if termination on/after July 1 based on actual performance (no personal adjustment); 3 months subsidized COBRA; subject to restrictive covenants and release | |
| Severance Economics (illustrative 12/31/24) | Base severance $600,000; COBRA subsidy $4,443; target bonus $600,000; no equity acceleration for Sirota under Severance Policy table | |
| Change of Control | Full vesting of unvested RSUs, PSUs (if applicable), DCAs, CPAs; options vest; CPA/PSU performance deemed achieved; subject to non-compete/non-solicit | |
| Clawback | Company’s Dodd-Frank Clawback Policy applies | |
| Non-Compete/Non-Solicit | Severance and equity awards subject to restrictive covenants | |
| Insider Trading | Hedging restricted; public puts/calls prohibited without preclearance |
Compensation Peer Group, Say-on-Pay, Governance
- 2024 compensation peer group: AT&T, Charter, Comcast, Echostar (replacing Dish after merger), Frontier, Lumen, T-Mobile, Verizon .
- Target total direct compensation for NEOs set at or near market median; individual variation based on experience/responsibility .
- Last say-on-pay vote (2022) approved by ~97% of combined Class A and B votes; company holds say-on-pay every three years .
- Compensation Committee members: Raymond Svider (Chair), Mark Mullen, Susan Schnabel; FW Cook engaged as independent consultant; independence affirmed .
Investment Implications
- Pay-for-performance alignment: CFO variable pay tightly linked to Adjusted EBITDA, divisional results, and operational effectiveness; 2024 corporate score at 97.5% suggests targets were challenging, though discretionary uplift to 135% indicates Committee support for individual performance and retention .
- Retention risk vs. incentives: Robust severance (12 months base; prorated bonus after mid-year) and multi-year RSU/CPA stair-step vesting (Mar-1-2025/26/27; CPA payouts Mar-2027/28) underpin retention, but also create predictable selling pressure windows around vest dates and payouts subject to trading windows .
- Alignment and ownership: Direct beneficial ownership is modest (~0.13% of Class A), but meaningful unvested RSUs/CPAs and CO acceleration reinforce pay at risk; absence of disclosed pledging mitigates alignment concerns; hedging restrictions and clawback strengthen governance .
- CO economics and governance: Full acceleration of RSUs/CPAs on change-of-control may create event-driven incentives; restrictive covenants help temper risk of misalignment; peer benchmarking at median and strong say-on-pay support reduce inflationary pay risk .