Derrick A. Roman
CommScope Holding CompanyAbout Derrick A. Roman
Independent director at CommScope since 2021 (age 61). Roman is Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee. A former PwC audit/consulting partner with deep finance, risk, and controls expertise, he is a CPA, holds NACD CERT in Cyber-Risk Management, and is Diligent Climate Leadership Certified. He is designated an Audit Committee Financial Expert under SEC rules and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC | Audit, consulting and senior client relationship partner | 1997–2020 | Led client engagements; experience spans risk management, DEI, corporate responsibility, cybersecurity and IT solutions |
| CPA | Certified Public Accountant | 1987–Present | Credential underpinning audit committee financial expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEX, Inc. (NYSE: WEX) | Director | 2021–Present | Audit and Finance Committees |
| Financial Industry Regulatory Authority (FINRA) | Service noted (unspecified capacity) | 2023–Present | Governance/regulatory exposure |
| The Skillman Foundation | Board of Trustees | 2022–Present | Philanthropic governance |
| Pangeo Holdings LLC (dba G‑P/Globalization Partners) | Board Observer | 2022–Present | Growth-stage global HR tech exposure |
| Philanthropi (Philanthropos LLC) | Board Member | 2020–2024 | Non-profit fintech board experience |
| National Constitution Center | Trustee; Trustee Emeritus | 2000–2024; 2024–Present | Non-profit governance |
| NABA, Inc. | Lifetime Member & Board Advisor | 2011–Present | DEI leadership |
Board Governance
- Independence: Board determined Roman is independent under Nasdaq rules.
- Committees: Audit (Chair); Nominating & Corporate Governance (Member).
- Audit Committee Financial Expert: All Audit Committee members (including Roman) designated as such; committee met 5 times in 2024.
- Nominating & Corporate Governance Committee: Met 4 times in 2024. Roman is a member.
- Board attendance: Board held 15 meetings in 2024; all directors attended 80%+ of Board and applicable committee meetings.
- Lead Independent Director: Timothy T. Yates. Independent directors meet in executive sessions following regularly scheduled meetings.
- Risk oversight: As Audit Chair, Roman’s committee oversees ERM, financial reporting/internal controls, cybersecurity updates from CIO/CISO, related-party transaction approval, and sustainability disclosures in financial reports.
Fixed Compensation (Non-Employee Director Pay)
| Component | Standard Amount | Notes |
|---|---|---|
| Basic cash retainer | $90,000 | Paid quarterly |
| Audit Committee Chair (incl. member fee) | $30,000 | Chair stipend includes member fee |
| Nominating & Corporate Governance Committee Member | $10,000 | Annual stipend |
| Lead Independent Director retainer (if applicable) | $30,000 | Not applicable to Roman |
| Annual stock retainer (typical) | $200,000 | 2024 exception: paid in cash in lieu of RSUs to manage share reserve/burn rate |
Director’s actual 2024 compensation:
- Fees Earned/Paid in Cash: $325,000; no stock awards; total $325,000. (Company replaced the 2024 equity retainer with $200,000 cash for all non-employee directors to manage plan share usage.)
Performance Compensation (Director Equity)
| Element | 2024 Design | Typical Design | Vesting |
|---|---|---|---|
| Annual equity retainer | $200,000 paid as cash in 2024 to reduce equity burn and preserve plan shares | RSUs with grant value ~$200,000 | Historically vest at next annual meeting or first anniversary, if earlier |
Note: No performance metrics apply to non-employee director equity; RSUs are time-based. 2024 shift to cash modestly reduced equity alignment in the year for all directors.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Summary |
|---|---|---|---|
| WEX, Inc. (NYSE: WEX) | Director | Audit; Finance | No supplier/customer overlap disclosed with CommScope; governance/financial expertise transfer, minimal conflict risk indicated in proxy disclosures reviewed |
Expertise & Qualifications
- Audit committee financial expert; extensive accounting and internal controls background; former PwC partner.
- Cybersecurity oversight credentials (NACD CERT in Cyber-Risk Management).
- Climate oversight credentials (Diligent Climate Leadership Certified).
- Governance and risk oversight experience across public, private, and non-profit boards (e.g., WEX, FINRA, Skillman).
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding Common | Notes |
|---|---|---|---|
| Derrick A. Roman | 83,102 | ~0.038% | 216,560,568 common shares outstanding as of Mar 12, 2025 (83,102 ÷ 216,560,568) |
Stock ownership guidelines (non-employee directors): hold either (i) 5× base cash retainer value or (ii) an aggregate of 100,000 shares; measurement each Dec 31 by 30-day average price. All non-employee directors have met or are on track to meet within five years of becoming subject to the guidelines.
Policy highlights:
- Prohibition on hedging and pledging of Company shares.
Governance Assessment
Key positives for investor confidence
- Independent director, Audit Chair, and designated Audit Committee Financial Expert with deep Big Four experience; strong fit for CommScope’s deleveraging and ERM/cyber oversight needs.
- Documented board/committee engagement: 15 Board meetings and robust committee cadence; all directors ≥80% attendance; independent director executive sessions.
- Strong governance policies: related-party review sits with Audit Committee; anti-hedging/pledging policy; clawback for executive incentive compensation; majority voting; annual elections.
- Shareholder support: say‑on‑pay received ~97% approval in 2024 (98% in 2023), signaling alignment with investors.
Watch items / potential red flags
- 2024 equity alignment diluted by replacing the annual director RSU with $200,000 cash for all non-employee directors to manage share reserve/burn; transitional rationale, but reduces “skin‑in‑the‑game” optics for 2024.
- Board capital structure influence dynamics: Carlyle retains two board designees via the 2018 Investment Agreement and in-kind preferred dividends continued in 2024; while Roman is independent, investors may monitor overall board independence balance and preferred-holder voting commitments.
Overall: Roman’s credentials and roles support board effectiveness in financial reporting, ERM, and cyber, with clear independence and high engagement. The one-year reduction in director equity (cash substitution) is a modest alignment headwind offset by standing director ownership guidelines and appears driven by share pool stewardship.