Charles L. Treadway
CommScope Holding CompanyAbout Charles L. Treadway
Charles (Chuck) L. Treadway, 59, has served as President, Chief Executive Officer, and director of CommScope since October 2020; he is not considered an independent director under Nasdaq rules . In 2024, CommScope executed portfolio and balance sheet actions (sale of OWN and DAS to Amphenol for $2.1B; debt paydown and maturities extended to 2029/2031) while the stock rose 84.8% in 2024 (from $2.82 to $5.21), and Adjusted EBITDA (including OWN and DAS) reached $1,095.1M; continuing operations net sales were $4,205.8M . The company highlighted 73% data center revenue growth and a 55% CCS EBITDA improvement in 2024; the CEO emphasized CommScope NEXT execution and positioning for AI-driven data center demand . Say‑on‑pay support was ~97% in 2024, reflecting favorable investor feedback on pay design changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CommScope | President & CEO | 2020–present | Led CommScope NEXT, divested OWN/DAS, refinanced maturities, aligned incentives with strategic plan . |
| The Carlyle Group | Operating Executive | 2020 | Prepared for transition to CommScope; experience with private equity operating playbooks . |
| Accudyne Industries | CEO | 2016–2020 | Led industrial portfolio; operational and capital allocation experience . |
| Thomas & Betts (ABB business unit) | CEO; President & COO; President Electrical Division | 2009–2016 | Ran global electrical components leader; P&L and integration experience . |
| Earlier roles | Various at Schneider Electric, Prettl International, Yale Security | — | Global industrial and operations background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | — | — | None currently . |
| Other directorships | — | — | None listed . |
Board Service & Governance
- Board service: Director since 2020; no committee assignments; not independent .
- Leadership structure: Separate CEO and Chairman roles; Chairman (Bud Watts) is an employee; a Lead Independent Director (Tim Yates) provides counterbalance and governance oversight .
- Board process: 15 Board meetings in 2024; all directors attended ≥80% of meetings; executive sessions held regularly .
- Director pay: Employees (including Treadway) receive no additional compensation for Board service .
Fixed Compensation (2024)
| Component | Detail | Amount |
|---|---|---|
| Base Salary | CEO base salary | $1,300,000 . |
| Perquisites | Personal aircraft use (incremental cost); no tax gross‑ups; up to 30 hours per year approved | $29,469; no tax gross‑up . |
| Retirement/Other | Company 401(k) contributions; life insurance premium | $20,700; $594 . |
Multi‑year summary compensation (CEO):
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,300,000 | 3,967,596 | 14,722,615 | 63,600 | 20,053,811 . |
| 2023 | 1,300,000 | 10,724,999 | 195,000 | 80,464 | 12,300,463 . |
| 2022 | 1,118,700 | 7,237,105 | 2,225,263 | 18,894 | 10,599,962 . |
Performance Compensation (2024)
Annual Incentive Plan (AIP):
| Metric | Weight | Threshold/Target/Max | Actual Result | Payout (% of target) |
|---|---|---|---|---|
| Adjusted EBITDA (incl. OWN & DAS) | 90% | $882.9M / $981.0M / $1,177.2M | $1,095.1M | 164.0% . |
| Strategic Objectives (CommScope NEXT) | 10% | Partially/Meets/Exceeds | Meets | 100.0% . |
| Total | 100% | — | — | 157.6% . |
CEO AIP outcome:
- Target bonus: 150% of salary; actual payout 236.36% of salary = $3,072,615 .
2024 Long-Term Incentive mix and outcomes:
- RSUs: 2,000,000 RSUs granted in two tranches (3/1/24 and 6/1/24), 3-year ratable vesting; grant-date value $2,678,700 (valued at FMVs $1.135 and $1.44) .
- Cash LTIP (one-time, 2024 performance year): CEO eligible for up to 0.40% of financial benefits from divestiture and capital structure initiatives; achieved amount $11,650,000, payable in three equal installments in Mar‑2025, Sep‑2025, and Mar‑2026, subject to continued service .
- 2022 Core Adjusted EBITDA PSUs (modified in Feb‑2024): Earned at 69.7% of target for CEO (163,795 shares) based on cumulative 2022–2024 Core Adjusted EBITDA; eligible to vest 6/1/2025 .
- 2022 TSR PSUs: Forfeited; relative TSR fell below threshold .
Pay design notes (2024):
- AIP shifted to 90% Adjusted EBITDA; strategic objectives 10% tied to CommScope NEXT .
- One‑year Cash LTIP added to align with divestiture and refinancing milestones and manage equity burn-rate; equity conversion at a $2.50 “minimum” price reduced share usage .
- Performance equity modifications: 2022/2023 Core Adjusted EBITDA PSU targets reduced for in‑progress/future periods (e.g., 2022 PSU target cumulative EBITDA from $4.325B to $3.605B; threshold from 50% at 90% target to 35% at 87% target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,483,438 shares of common stock . |
| Shares outstanding (3/12/2025) | 216,560,568 shares . |
| Ownership as % of outstanding | ≈0.69% (1,483,438 / 216,560,568) . |
| Stock ownership guideline | CEO: 5x salary or 1,000,000 shares; measured each Dec‑31 on 30‑day avg price . |
| Guideline compliance | Holds above 1,000,000 shares, indicating he meets the share‑count threshold . |
| Anti‑hedging/pledging | Hedging and pledging prohibited; no margin accounts or exchange‑traded options . |
| Clawback | 2023 policy compliant with SEC/Nasdaq; mandatory recovery after restatements; includes potential recovery of time‑based awards in certain cases . |
| Deferred comp | NEOs did not participate in DCP in 2024 . |
Vesting schedules and overhang (CEO):
- Unvested RSUs by grant: 294,362 (3/1/2022); 281,734 (3/1/2023); 317,467 (6/1/2023); 660,000 (3/1/2024); 1,340,000 (6/1/2024); all vest ratably over three years from grant anniversaries .
- Unearned PSUs outstanding at 12/31/2024: 156,700 (2022 TSR); 704,300 (2023 performance PSUs) subject to performance; the 2022 Core EBITDA PSUs earned 163,795 shares and are eligible to vest 6/1/2025 .
- EPRG PSUs: Stock‑price‑hurdle awards outstanding at 1/1/2024 expired with no vesting (price hurdles not achieved) .
Implications for potential selling pressure:
- RSU tranches and earned 2022 PSUs vest in 2025–2027, creating periodic settlement events; the Cash LTIP’s cash installments in 2025–2026 may reduce need to sell stock for liquidity near‑term .
Employment Terms
| Item | CEO Term/Trigger | Economics |
|---|---|---|
| Employment agreement | 3‑year term; auto‑renews annually; severance benefits governed by separate severance protection agreement (amended Oct‑2022) . | — |
| Without cause / Good reason (no CIC) | Cash severance 2x (base + target bonus), paid over 24 months; COBRA benefits up to 24 months; pro‑rata AIP discretionary (policy) . | Example estimate (12/31/2024): $6,542,339 total (incl. benefits) . |
| After Change‑in‑Control (CIC) + qualifying termination | Cash severance 3x (base + target bonus), lump sum; COBRA up to 36 months; pro‑rata bonus based on actual performance . | Example estimate (12/31/2024): $12,886,123 total (incl. benefits) . |
| CIC equity treatment | RSUs: full vest on death/disability; CIC single‑trigger if not assumed; if assumed, double‑trigger vest upon qualifying termination within 2 years . | — |
| PSUs (2022/2023) CIC treatment | If not assumed: proration and vest at target (if CIC in year 1) or based on actual to last completed fiscal period; if assumed: performance measured at CIC (target or actual per timing), then service‑based vest or double‑trigger acceleration . | — |
| Restrictive covenants | Non‑compete and non‑solicit for 2 years post‑termination (18 months for certain other NEOs); confidentiality; release required for benefits . | — |
Compensation Structure Analysis
- Cash vs equity mix: 2024 added a one‑year Cash LTIP with large payouts (CEO achieved $11.65M) to align with divestiture/refinancing priorities and manage share burn; equity grants used a $2.50 conversion price to limit dilution .
- Metric rigor/modification: The Compensation Committee modified in‑progress performance targets for 2022/2023 Core Adjusted EBITDA PSUs (e.g., target cumulative EBITDA reduced from $4.325B to $3.605B for 2022 grant), resulting in a 69.7% earn‑out; relative TSR PSUs forfeited .
- Annual bonus calibration: 2024 AIP weighted 90% to Adjusted EBITDA; above‑target performance delivered 157.6% payout for CEO .
- Governance: Robust clawback; anti‑hedge/pledge; no option repricing; strong say‑on‑pay support ~97% in 2024 .
Performance & Track Record
- 2024 execution: Closed OWN/DAS sale to Amphenol; applied $2.1B proceeds to delever and refinance maturities to 2029/2031; emphasized AI/data‑center fiber demand .
- Financials: Adjusted EBITDA (incl. OWN/DAS) $1,095.1M in 2024; continuing ops net sales $4,205.8M; CCS EBITDA +55% YoY; data center revenue +73% YoY .
- Share price: +84.8% in 2024 (Dec‑31 close $5.21 vs. $2.82 prior year) .
Compensation Committee / Peer Benchmarking
- Peer group: 17 companies including Amphenol, Corning, TE Connectivity, Juniper, Keysight, Zebra, Seagate, Western Digital, Fortive, Hubbell, Trimble, etc.; market median orientation .
- Independent consultant: Compensia advises committee; no conflicts; say‑on‑pay vote annual .
Equity Ownership & Beneficial Ownership Detail (Selected)
| Holder | Common Shares | % of Class |
|---|---|---|
| Charles L. Treadway (CEO/Director) | 1,483,438 | ≈0.69% (of 216,560,568 outstanding) . |
Investment Implications
- Alignment and retention: The CEO holds ~1.48M shares and meets share‑count ownership guideline (≥1,000,000 shares), with anti‑hedging/pledging and a clawback in place—supporting alignment and reducing downside governance risk .
- Incentive momentum: 2024 AIP and Cash LTIP paid strongly on EBITDA and strategic outcomes; forward equity mix in 2025 reintroduces multi‑year performance shares tied to Adjusted EBITDA, signaling a return to longer‑horizon incentives post‑deleveraging .
- Supply/flow watch: Large RSU and earned PSU tranches vesting across 2025–2027 may create periodic settlement events; however, staged Cash LTIP installments (2025–2026) can temper near‑term selling needs .
- Governance flag: Modifications to in‑progress PSU targets (while TSR PSUs paid 0%) improved earn‑outs (69.7%) but represent a diligence point for pay‑for‑performance purists; strong ~97% say‑on‑pay mitigates immediate activism risk .
- Strategic execution: 2024 actions (asset sale, refinancing, CCS growth) under Treadway’s tenure set up operating leverage into AI/data‑center demand; monitoring 2025–2027 EBITDA targets tied to new performance shares will be key for pay‑performance alignment and outlook validation .
Appendix: Key 2024 CEO Incentive Tables
AIP Payout
| Target Bonus (% of Salary) | Actual Payout (% of Salary) | Payout ($) |
|---|---|---|
| 150.0% | 236.36% | $3,072,615 . |
Cash LTIP (2024 performance)
| Target ($) | Achieved ($) | Installments |
|---|---|---|
| 14,000,000 | 11,650,000 | Paid in 3 installments: Mar‑2025, Sep‑2025, Mar‑2026 (service‑conditioned) . |
RSUs Granted in 2024
| Grant Dates | RSUs | Vesting | Grant Date Value ($) |
|---|---|---|---|
| 3/1/2024; 6/1/2024 | 2,000,000 | 3‑year ratable | 2,678,700 (FMVs $1.135 and $1.44) . |
2022 PSU Outcomes
| Award | Metric | Earned | Notes |
|---|---|---|---|
| 2022 Core EBITDA PSUs | Cumulative Core EBITDA (modified targets) | 69.7% (163,795 shares for CEO) | Eligible to vest 6/1/2025 . |
| 2022 TSR PSUs | Relative TSR vs S&P 500 | 0% | Forfeited . |