Michael Olsen
ATUSAbout Michael Olsen
Michael E. Olsen, 60, is General Counsel and Chief Corporate Responsibility Officer at Altice USA (ATUS), responsible for legal, government/regulatory affairs, community, and ESG; he was appointed to this role in May 2023 after serving as EVP, General Counsel and Secretary since October 2019 . He previously led Cablevision’s legal, regulatory, and legislative affairs prior to its acquisition by Altice . Company performance context: Altice USA revenues declined from FY 2022 to FY 2024 and EBITDA trended lower over the same period (see table), while the company’s “Pay vs Performance” disclosure shows cumulative value of a $100 investment falling to $8.81 by 2024 (company TSR measure) . As a named executive officer (NEO), Olsen’s 2024 annual bonus was paid at 135% of target based on a mix of formulaic and discretionary outcomes (details below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Altice USA | General Counsel & Chief Corporate Responsibility Officer | May 2023–present | Oversees all legal affairs, government/regulatory, community affairs, and ESG |
| Altice USA | EVP, General Counsel & Secretary | Oct 2019–May 2023 | Led corporate legal function and board governance |
| Altice USA (pre-2019) | SVP, Legal (oversaw U.S. operations legal and public policy) | — | Directed federal, state, and local legal policy and regulatory strategy |
| Cablevision (pre‑acquisition by Altice) | SVP, Legal Regulatory & Legislative Affairs | pre‑2016 | Directed FCC/Congress/state regulatory and legal policy |
External Roles
- Not disclosed in the proxy for Mr. Olsen .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base salary (as of 12/31) | $575,000 (raised from $500,000 effective March 1, 2024) |
| Salary paid (SCT) | $560,866 |
| Target annual bonus | $560,866 (increased with salary) |
| Actual bonus paid (formulaic component) | $546,844 |
| Discretionary bonus | $210,325 |
| Total bonus outcome | 135% of target = $757,169 |
Notes:
- 2024 corporate bonus structure weights: Adjusted EBITDA 25%, Divisional 50%, Operational 25% (0–200% scale) .
- Corporate score was 97.5% of target; Compensation Committee adjusted the Adjusted EBITDA metric for unanticipated 2024 events; Olsen received an individual discretionary uplift to 135% of target .
Performance Compensation
2024 Short-Term Incentive Plan (STIP)
| Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA | 25% | Company-set target | Financial payout 17.4% after metric modification by Committee | Cash, paid March 2025 |
| Divisional performance | 50% | Weighted Telecom 80% / News & Advertising 20% | 45.1% payout | Cash, paid March 2025 |
| Operational (discretionary) | 25% | Committee discretion | 35.0% payout | Cash, paid March 2025 |
| Individual adjustment | — | — | Olsen total payout set to 135% of target ($757,169) | — |
Long-Term Incentives (structure and 2024 grants)
| Award type | Grant date | Size/Value | Performance metric(s) | Vesting mechanics |
|---|---|---|---|---|
| RSUs | Mar 18, 2024 | 570,342 RSUs | Time-based | 1/3 vests each Mar 1, 2025/2026/2027 (fn 7) |
| Cash Performance Awards (CPAs) | Sep 16, 2024 | Target $1,500,000 (0–200% payout) | Revenue and Adjusted EBITDA over 1/1/2024–12/31/2026 | Settles in cash or shares at Committee discretion in Mar 2027 if earned |
| Legacy PSUs | Prior years | 51,936 at $50 VWAP and 126,560 at $60 VWAP | Stock price hurdles (30-day VWAP) | Vest upon achieving price hurdles; CoC accelerates (see below) |
| Deferred Cash Awards (DCAs) | Prior years | 913,002 value as of 12/31/2024 | Service-based | Remaining DCAs vested Mar 2025 and were settled in cash (fn 3) |
| Prior CPAs (target) | 2023 awards | $1,000,000 and $375,000 (2023–2025 performance period) | Company financials | Payable Mar 2026 if earned |
Clawback and risk controls:
- Dodd-Frank compliant clawback policy approved in Oct–Nov 2023; plan allows recoupment of awards and gains as permitted by law and company policy .
- Insider Trading Policy: hedging transactions require pre-clearance and public put/call transactions are prohibited .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Beneficial ownership (4/17/2025) | 641,386 Class A shares |
| Options | Not listed for Olsen among outstanding option awards at FY‑end 2024 |
| Unvested RSUs at FY‑end 2024 | 570,342 (2024 grant); plus 97,656 (vesting through 2026); 91,299 (older tranche) |
| Performance awards | PSUs: 51,936 ($50 VWAP) and 126,560 ($60 VWAP) |
| DCAs (service-based) | $913,002 value; remaining DCAs vested Mar 2025 and settled in cash |
| CPAs (performance cash awards) | $1.5m target (2024 grant, 2024–2026); $1.0m and $0.375m target (2023–2025) |
| Hedging/pledging | Hedging requires pre-clearance; public puts/calls prohibited. No pledging disclosure in the proxy . |
| Stock ownership guidelines | Not disclosed for executives in the proxy (no mention found). |
Vesting schedule and potential selling pressure:
- RSUs vest on a fixed schedule (March 1, 2025/2026/2027), which can create periodic liquidity events; DCAs settled in cash in 2025 (reduces equity sale pressure) . CPAs may be settled in cash or shares at Committee discretion (shares could create sale overhang upon settlement) .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | None; company notes no employment agreement with Mr. Olsen |
| Severance policy (company-wide) | Two weeks’ base salary per completed year of service; minimum 52 weeks for SVP and above; up to 3 months COBRA; pro‑rated annual bonus if qualifying termination after June 30 |
| Illustrative termination (without cause) as of 12/31/2024 | Severance $575,000; COBRA subsidy $3,501; bonus $560,866; total $1,139,367 (no equity acceleration shown in this scenario) |
| Death/Disability vesting | Pro‑rated vesting of RSUs and DCAs; Olsen values as of 12/31/2024: RSUs $792,210; DCAs $760,835 |
| Change of Control (CoC) | Full acceleration of unvested RSUs, PSUs (targets deemed achieved), DCAs, and CPAs; Olsen values as of 12/31/2024: PSUs $430,176; RSUs $2,233,591; CPAs $2,875,000; DCAs $913,002 |
| Clawback | Dodd‑Frank Clawback Policy adopted; plan-level recoupment permitted |
Other benefits:
- Pension: present value at 12/31/2024 of $209,478 (Cash Balance Plan) and $67,669 (Excess Cash Balance Plan) .
- Non-qualified deferred compensation: $233,624 aggregate balance at 12/31/2024 (Excess Savings Plan) .
- Standard health/welfare and 401(k) eligibility, plus perquisites consistent with Company programs .
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 9,647,659,000* | 9,237,064,000* | 8,954,417,000* |
| EBITDA ($) | 3,706,552,000* | 3,567,309,000* | 3,345,079,000* |
Values retrieved from S&P Global.
Notes: Revenue and EBITDA reflect a multi‑year decline through FY 2024 consistent with management’s emphasis on Adjusted EBITDA as a key incentive metric .
Pay vs performance (company TSR and key metrics):
- Value of initial fixed $100 investment (company TSR measure): $8.81 (2024), $11.89 (2023), $16.83 (2022) .
- Net income and Adjusted EBITDA reported in pay vs performance disclosure: 2024 net loss $(78,277) thousand; Adjusted EBITDA $3,413,181 thousand .
Investment Implications
- Pay-for-performance alignment: Olsen’s 2024 bonus framework is anchored to Adjusted EBITDA, divisional, and operational outcomes, but the Compensation Committee exercised discretion on both metric definitions (Adjusted EBITDA modification) and individual payouts (Olsen paid at 135% of target), indicating flexibility in the design that can soften pure formula exposure in volatile periods .
- Retention and selling pressure: Olsen has significant unvested RSUs vesting 2025–2027 and outstanding CPAs through 2026, supporting retention; 2025 DCAs were settled in cash, lowering near‑term equity sale overhang; CPAs can settle in cash or shares, leaving potential future share issuance to Committee discretion .
- Change-of-control economics: Full acceleration of RSUs/PSUs/DCAs/CPAs on CoC creates meaningful value uplift in a transaction scenario (Olsen: RSUs ~$2.23m; PSUs ~$0.43m; CPAs ~$2.88m; DCAs ~$0.91m as of 12/31/2024), which can align incentives with strategic alternatives but also represents a parachute‑like exposure .
- Governance and risk controls: Company has a Dodd‑Frank compliant clawback and restrictive hedging policy (pre‑clearance required; public puts/calls prohibited); no explicit pledging policy disclosure in the proxy for executives .
- Performance backdrop: Revenues and EBITDA have declined over FY 2022–2024, and the company’s own TSR disclosure shows severe multi‑year underperformance (value of $100 investment down to $8.81 by 2024), raising execution risk and increasing the importance of rigorous, transparent performance targets in CPAs and STIP to drive turnaround behaviors .
Citations: All numbered brackets refer to Altice USA’s 2025 DEF 14A and ATUS 8-K filings as cited above.
* Values retrieved from S&P Global.