Susan Schnabel
ATUSAbout Susan Schnabel
Susan Schnabel, 63, has served as an independent director of Altice USA since 2021. She co-founded and is Co‑Managing Partner of aPriori Capital Partners (2014–present) and previously was Managing Director in Credit Suisse’s Asset Management Division and Co‑Head of DLJ Merchant Banking (2000–2014). She holds a B.S. in Chemical Engineering from Cornell University and an MBA from Harvard Business School, with core credentials in corporate finance, M&A, and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| aPriori Capital Partners | Co‑Managing Partner | 2014–present | Private equity leadership; capital allocation and strategy |
| Credit Suisse (DLJ Merchant Banking) | Managing Director; Co‑Head of DLJ Merchant Banking | 2000–2014 | Led merchant banking; M&A and investment oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kayne Anderson BDC | Director | Current | Board oversight |
| KKR Private Equity Conglomerate LLC | Director | Current | Board oversight |
| Versum Materials, Inc. | Director | 2016–2019 | Governance oversight |
| ViewRay, Inc. | Director | 2022–2023 | Governance oversight |
| Cornell University Board of Trustees | Trustee | Current | Executive & Investment Committees; Co‑Chair Research & Innovation |
| California Institute of Technology | Investment Committee member | Term completed | Investment oversight |
| U.S. Olympic & Paralympic Foundation | Director | Term completed | Finance Committee |
Board Governance
- Independence: The Board determined Schnabel is independent under NYSE standards; ATUS is a “controlled company” (majority voting power held by Patrick Drahi/Next Alt), with only three independent directors and no nominating/governance committee .
- Committees: Audit Committee (member); Compensation Committee (member). Both committees are entirely independent; Audit met 5 times in 2024; Compensation met 4 times in 2024 .
- Expertise: All Audit Committee members (including Schnabel) are financially literate with accounting/financial management expertise; Mark Mullen is designated audit committee financial expert .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings; three directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet at least quarterly; independent directors meet in executive session at least annually .
- Risk oversight: Audit Committee oversees financial, compliance, and cybersecurity risk; Compensation Committee monitors compensation‑related risk .
- Related‑party oversight: Audit Committee reviews related‑party transactions; policy cannot be amended or terminated without approval of a majority of the Audit Committee .
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Annual director cash retainer | $72,500 | 2024 |
| Audit Committee member fee | $22,500 | 2024 |
| Compensation Committee member fee | $5,000 | 2024 |
| Total cash fees (Schnabel) | $100,000 | 2024 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Feb 14, 2024 | 64,935 | $150,000 (at $2.16 close) | 50% on Feb 14, 2025; 50% on Feb 14, 2026, service‑based | Under Amended & Restated 2017 LTIP |
| Options (outstanding at 12/31/24) | — | 27,864 | — | Exercisable (presently exercisable) | Legacy director option awards |
| Program | Performance Metrics Tied to Director Compensation |
|---|---|
| Annual director RSUs | None; service‑vesting only (no performance metrics disclosed) |
| Company clawback policy (LTIP) | Dodd‑Frank compliant clawback approved Oct/Nov 2023; applies to awards under LTIP, including service‑vesting awards |
Other Directorships & Interlocks
| Company/Entity | Relationship to ATUS | Potential Interlock/Conflict |
|---|---|---|
| Kayne Anderson BDC | Unrelated to ATUS | No interlock disclosed |
| KKR Private Equity Conglomerate LLC | Unrelated to ATUS | No interlock disclosed |
| Versum Materials, ViewRay (prior) | Unrelated to ATUS | No interlock disclosed |
| Cornell, Caltech, USOPF | Non‑profit/academic | No ATUS business conflicts disclosed |
Controlled company context: Next Alt/Drahi Group controls ATUS voting outcomes; Next Alt designates a majority of board seats while beneficially owning ≥50% voting power, and maintains director designation rights per the A&R Stockholder Agreement .
Expertise & Qualifications
- Substantial experience in corporate finance, M&A, and strategy via aPriori Capital (co‑founder) and leadership of DLJ Merchant Banking at Credit Suisse .
- Financial literacy and related financial management expertise (Audit Committee qualification) .
- Technical foundation (Chem Eng BS) and top-tier MBA .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Notes |
|---|---|---|---|---|
| Susan Schnabel | 125,713 | <1% (asterisk in table) | — | Includes 27,864 shares issuable upon exercise of presently exercisable options |
| RSUs outstanding (as of 12/31/24) | 84,467 | — | — | Director RSUs outstanding at year‑end |
- Hedging/Pledging: Insider Trading Policy prohibits hedging without pre‑clearance and prohibits public put/call transactions at all times; no pledging policy disclosure found for directors .
- Ownership guidelines: No director stock ownership guidelines disclosure found in proxy excerpts; not addressed in cited sections .
Governance Assessment
- Board effectiveness: Schnabel contributes capital markets and M&A expertise across Audit and Compensation Committees, with independent status and financial literacy affirming committee qualifications .
- Alignment: Director pay structure mixes cash ($100,000) and equity ($150,000 RSUs), with multi‑year service vesting and an established clawback, supporting long‑term alignment without short‑term performance metrics that could encourage risk .
- Independence and conflicts: While Schnabel is independent, ATUS’s controlled company structure limits overall board independence and eliminates a nominating/governance committee, elevating reliance on Audit Committee (including Schnabel) to review significant related‑party transactions with Altice Europe/Next Alt (2024: ~$0.5M revenue; ~$11.6M programming/direct costs; ~$45.7M other operating expenses; ~$89.9M capex) .
- Attendance/engagement: All directors met the ≥75% attendance threshold; committees met regularly (Audit 5x; Compensation 4x), indicating active oversight cadence .
- Shareholder sentiment: Prior say‑on‑pay support was high (97% approval at 2022 meeting), though ATUS seeks triennial advisory votes; this informs broader governance climate during her tenure but is not director‑specific .
Red flags to monitor
- Controlled company governance: Only three independent directors and no nominating/governance committee; Next Alt retains board designation rights and quorum requirements include Next Alt designees, potentially constraining independent oversight .
- Related‑party exposure: Material operational and capex flows with Altice Europe/affiliates require robust Audit Committee policing; Schnabel’s role on Audit is pivotal for investor confidence .
- Hedging restrictions present; no explicit pledging prohibition disclosure—confirm in full policy (referenced as 10‑K exhibit) to ensure no director pledging activity .