Patrick Drahi
ATUSAbout Patrick Drahi
Patrick Drahi, 61, is a director of Altice USA (ATUS) and previously served as its Chairman from 2018 to 2022. He founded Altice Europe N.V. and its subsidiaries in 2002, and holds advanced engineering degrees from École Polytechnique and École Nationale Supérieure de Télécommunications; early career roles included Philips and Kinnevik-Millisat, followed by founding cable ventures in France and Spain and telecom consulting (CMA) before advising UPC on M&A until mid‑2001 . He is the father of fellow ATUS director David Drahi . Board credentials emphasize corporate strategy, operations, finance and telecommunications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altice USA, Inc. | Chairman of the Board | 2018–2022 | Controlled company period; significant influence |
| Altice USA, Inc. | Director | Current | Next Alt designee; not independent; no committee membership |
| Altice Europe N.V. | Founder | Since 2002 | Controls Altice Europe; establishes related-party ties to ATUS |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Next Alt S.à r.l. | Wholly-owned and controlled personal holding company of Patrick Drahi | Ongoing | Next Alt has director designation rights at ATUS and majority voting power influence |
| Altice Europe N.V. | Founder | Since 2002 | Altice Europe and affiliates have commercial arrangements with ATUS |
Board Governance
- Board composition: nine directors; only three are NYSE‑independent (Mullen, Svider, Schnabel). Patrick Drahi is not independent; ATUS is a “controlled company” under NYSE rules due to Mr. Drahi’s majority voting control .
- Committee structure: Audit and Compensation Committees are entirely independent; members are Mullen (Chair), Svider, Schnabel (Audit), and Svider (Chair), Mullen, Schnabel (Compensation). Drahi does not serve on committees .
- Controlled company exemptions: ATUS does not have a nominating/governance committee and does not maintain a majority of independent directors .
- Next Alt designation rights: Next Alt (controlled by Patrick Drahi) can designate directors proportionate to voting power; with ≥50% voting power, six of nine seats; quorum rules require presence of Next Alt designees, further entrenching control .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Leadership structure: CEO Dennis Mathew also serves as Chairman; there is no lead independent director; independent director executive sessions occur at least annually, and non‑management sessions at least quarterly .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 0 | 0 | 0 |
- ATUS paid no director compensation to Patrick Drahi for services in 2024; only independent directors receive retainers and RSUs .
Performance Compensation
- None disclosed/applicable for Patrick Drahi (non‑employee director; not part of director equity program in 2024) .
Other Directorships & Interlocks
| Relationship | Detail | Potential Governance Impact |
|---|---|---|
| Family tie | Patrick Drahi is father of director David Drahi | Board interlock; independence concerns under controlled structure |
| Next Alt designation rights | Patrick and David Drahi, Goei, Okhuijsen, Stewart are Next Alt designees | Concentration of board influence; quorum requirements include Next Alt designees |
| Controlled company status | Mr. Drahi controls majority voting power; outcome of stockholder matters effectively controlled | Shareholder rights asymmetry; governance risk |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Telecommunications and media operations | Founder of Altice Europe; cable network deployments; telecom consulting (CMA) |
| Corporate strategy, finance | Prior M&A advisory (UPC); Board biography highlights strategy, operations, finance |
| Education | École Polytechnique; École Nationale Supérieure de Télécommunications |
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Class A | % Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Patrick Drahi (incl. holdings via entities) | 191,599,888 | 182,884,414 | 41.1% | 99.3% | 93.6% | Includes options exercisable for 2,868,822 Class A via UpperNext |
| Next Alt S.à r.l. | 188,731,066 | 182,884,414 | 40.4% | 99.3% | 93.6% | Next Alt wholly-owned and controlled by Patrick Drahi |
- Section 16 compliance: Proxy notes one late Form 4 filing for Charles Stewart; no delinquent Section 16 reports disclosed for Patrick Drahi .
- Insider trading/hedging: ATUS policy prohibits hedging without pre‑clearance and prohibits public put/call transactions; applicable to directors .
Related-Party Transactions (Conflict Exposure)
| Category | FY 2024 Amount | Counterparty | Notes |
|---|---|---|---|
| Revenue recognized | ~$0.5 million | Subsidiary of Altice Europe | Primarily sale of advertising |
| Programming & direct costs | ~$11.6 million | Altice Europe subsidiaries | Advertising services and other direct costs |
| Other operating expenses, net | ~$45.7 million | Altice Europe and related parties | Includes customer care services |
| Capital expenditures | ~$89.9 million | Altice Europe subsidiaries | Equipment purchases and software development |
| Trademark license | Royalty‑free license from Next Alt to use “ALTICE” marks in North America | Next Alt | Ongoing branding dependency |
| Stockholder agreements | A&R Stockholder Agreement and registration rights with Next Alt/Altice Europe, BCP, CPPIB | Next Alt et al. | Director designation, registration rights; governance constraints |
- Approval process: Related Party Transaction Approval Policy requires independent Audit Committee review/approval for Item 404 transactions; policy cannot be amended/terminated without majority Audit Committee approval .
Governance Assessment
- Board independence and structure: Only 3 of 9 directors are independent; no nominating/governance committee; CEO is also Chairman; no lead independent director—factors that weaken independent oversight in a controlled company context .
- Control and board designation: Next Alt (controlled by Patrick Drahi) designates a majority of the Board when ≥50% voting power and is embedded into Board quorum requirements; this is a strong governance entrenchment mechanism and a significant RED FLAG for minority investors .
- Related‑party transactions: Material ongoing operational and capex flows with Altice Europe/affiliates present continuous conflict‑of‑interest risk; oversight relies on Audit Committee process but magnitude of transactions raises alignment concerns (RED FLAG) .
- Director compensation and alignment: Drahi receives no director cash/equity compensation; alignment is via extraordinary beneficial ownership and voting control, which both aligns and can overpower minority shareholder perspectives .
- Attendance/engagement: Met ≥75% meeting attendance threshold; Board holds executive sessions; independent directors meet separately at least annually, which partially mitigates control dynamics .
- Say‑on‑pay context: Prior advisory vote approval of ~97% (2022) suggests shareholder support for executive pay structure, though outcomes are controlled by Drahi’s voting power (minority sentiment may be diluted) .
Overall signal: Patrick Drahi’s role as controlling stockholder via Next Alt, director designation rights, and substantial related-party dealings create structural governance risks and potential conflicts. Minority investor protections hinge on independent committee rigor and transparency; the lack of a nominating/governance committee and combined CEO/Chair roles heighten oversight concerns .