Charles A. Gilstrap
CommScope Holding CompanyAbout Charles A. Gilstrap
Charles A. Gilstrap, 59, serves as Senior Vice President, Treasury, Tax & Chief Accounting Officer (principal accounting officer) at CommScope, effective April 1, 2025, after leading Tax & Treasury since 2022 . He holds a B.S. in Accounting from Midwestern State University (TX) . Company performance context around his tenure: FY 2024 net sales from continuing operations were $4,205.8 million and Adjusted EBITDA (including OWN and DAS for incentive purposes) was $1,095.1 million; the year-end stock price was $5.21, up 84.8% during 2024 . In Q3 2025, consolidated net sales reached $1.63 billion and non-GAAP adjusted EBITDA was $402.5 million, with full-year EBITDA guidance raised to $1.30–$1.35 billion; shares rose roughly 10% post-release .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CommScope | SVP, Tax & Treasury | 2022–2025 | Led corporate treasury/tax ahead of portfolio reshaping and capital structure actions . |
| CommScope | SVP, Treasury, Tax & Chief Accounting Officer (PAO) | 2025–Present | Principal accounting officer overseeing reporting amid CCS divestiture process . |
| ByoPlanet International, LLC | Chief Financial Officer | 2020–2022 | CFO experience prior to CommScope senior finance roles . |
| Accudyne Industries LLC | VP Finance | 2016–2020 | Senior finance leader at Carlyle portfolio company; prior VP, Tax & Treasury |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $400,000 | Effective April 1, 2025 . |
| Target Annual Bonus | 55% of base salary | Subject to Committee-set performance goals . |
| Long-Term Incentive Target | $400,000 | Continues participation in LTIP; annual target increased to $400k . |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Payment Terms |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) – Program Design | Adjusted EBITDA (incl. OWN & DAS for 2024 incentives) | 90% | See AIP goals table in proxy | 2024 company payout 157.6% for NEOs; constructs apply companywide . | |
| Annual Incentive Plan (AIP) – Strategic Objectives | CommScope NEXT objectives | 10% | Discretional evaluation | Met expectations (100%) in 2024 . | |
| AIP – Change-in-Control Treatment (CCS Sale) | Prorated target incentive | N/A | Prorated to change-in-control date | Estimated prorated AIP payout for Gilstrap: $262,998 . | Paid within 30 days of change-in-control event per AIP terms . |
| Success Bonus (CCS Sale) | Close of CCS transaction | N/A | $1,240,000 | Lump-sum payout if employed through closing (or terminated w/o cause prior) . | Paid within 30 days of closing; at closing, success bonus replaces severance at closing . |
| Equity Awards – Conversion | RSUs/PSUs/cash LTIP | N/A | See company policy | Remaining employees’ awards equitably converted; 2023 PSU performance locked through latest period; cash LTIP continues original vesting . | Acceleration upon qualifying termination within 24 months post-close . |
2024 AIP metrics: goals tied primarily to Adjusted EBITDA and CommScope NEXT strategic outcomes across segments; the company achieved above-target EBITDA driving high payout levels .
Equity Ownership & Alignment
- Stock ownership guidelines prohibit hedging, pledging, margin purchases, collars/derivatives; Section 16 officers and directors are barred from pledging company stock .
- Executive ownership guidelines: CFO-level at 3x salary or 250,000 shares; other executives at 2x or 1x salary with share-count alternatives; five-year compliance window; specific compliance status for Gilstrap not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | SVP, Treasury, Tax & Chief Accounting Officer effective April 1, 2025; principal accounting officer . |
| Severance Protection Agreement | Initial term to Dec 31, 2027; auto-renews annually; cannot expire within 24 months after change-in-control . |
| Severance (no CIC) | 1x base salary, paid over 12 months; COBRA company portion up to 12 months . |
| Severance (within 24 months post-CIC) | Lump sum of 1x (base salary + target bonus); COBRA up to 18 months; pro rata actual bonus if terminated post-CIC . |
| Non-Compete / Non-Solicit | 1 year from termination in initial SPA; updated disclosure cites 18 months for certain executives including Gilstrap post-CIC . |
| Pro rata bonus post-CIC | Pro rata bonus for the year of termination based on actual performance . |
| Success Bonus (CCS sale) | $1,240,000 lump sum within 30 days of closing if employed through close or terminated without cause before close; if paid, no severance “at closing” under SPA (does not affect severance for post-close termination) . |
| Estimated Severance Value (illustrative) | $932,662 estimated severance+COBRA at closing assuming qualifying termination (for SEC modeling purposes) . |
| Indemnification | Standard indemnification agreement . |
Performance Context
| Metric | FY 2024 | Q3 2025 |
|---|---|---|
| Net Sales ($USD Millions) | $4,205.8 | $1,630.0 |
| Adjusted EBITDA ($USD Millions) | $1,095.1 (incl. OWN & DAS for incentives) | $402.5 |
| Stock Price/TSR | Year-end stock price $5.21; +84.8% during 2024 | ~10% share price rise after Q3 2025 release |
Compensation Committee, Policies, and Peer Group
- Compensation Committee: Stephen C. Gray (Chair), Scott H. Hughes, L. William Krause; 7 meetings in 2024; independent consultant Compensia; target pay aligned to market median .
- Clawback policy: recovery of incentive compensation upon financial restatement .
- Anti-hedging/anti-pledging and risk controls; no option repricing without shareholder approval; no excessive severance or 280G gross-ups .
- 2024 say-on-pay approval ~97%, reflecting shareholder support for program changes .
Risk Indicators & Red Flags
- Change-in-control mechanics create single-trigger AIP proration and success bonus; double-trigger severance thereafter, mitigating windfalls while ensuring retention through close .
- Non-compete period disclosure evolved from 1 year at appointment to 18 months in later proxy modeling for certain executives including Gilstrap, indicating tighter post-CIC restrictions .
- Anti-hedging/anti-pledging policies reduce misalignment risk; no tax gross-ups or option repricing noted .
Investment Implications
- Compensation alignment: Gilstrap’s pay mix balances fixed base ($400k), at-risk annual bonus (55% of salary), LTIP ($400k), and deal-contingent success bonus ($1.24M) tied to CCS closing—aligning near-term execution incentives with CommScope’s portfolio strategy while maintaining clawback and anti-hedging safeguards .
- Retention risk: Success bonus is single-trigger at closing and replaces severance at closing only; double-trigger severance and accelerated vesting apply on qualifying termination within 24 months post-close, reducing departure risk through integration and reshaping of RemainCo .
- Selling pressure: Lack of disclosed personal beneficial ownership prevents precise analysis of potential insider selling; however, anti-pledging and multi-year vesting cadence for RSUs/PSUs and continued cash LTIP installments suggest staggered realizations rather than immediate sales pressure .
- Execution track record: Company operating metrics improved through 2024–Q3 2025 with raised EBITDA guidance and strong segment demand, supporting incentive payouts and retention, while governance practices (no 280G gross-ups, clawback) remain shareholder-friendly .