Guy Sucharczuk

About Guy Sucharczuk

Guy Sucharczuk is Senior Vice President & President, Access Network Solutions (ANS) at CommScope, a role he has held since 2022. He previously served as SVP & GM, Access Technologies (2014–2021) across predecessor entities ARRIS (2016–2021) and Pace (2014–2015), and was the founder and CEO of Aurora Networks (1999–2013) . In 2024, CommScope’s stock closed at $5.21 on December 31, up 84.8% during the year, while net sales from continuing operations were $4,205.8 million and Adjusted EBITDA including OWN and DAS was $1,095.1 million; 2023 net sales were $5,789.2 million with Adjusted EBITDA including OWN and DAS of $996.6 million . ANS segment Adjusted EBITDA was $104.5 million in 2024 versus $217.6 million in 2023, reflecting segment dynamics during his tenure .

Past Roles

External Roles

No external directorships or board roles are disclosed for Mr. Sucharczuk in the latest proxy .

Fixed Compensation

CommScope does not disclose individual cash compensation details for non-NEO executive officers in the proxy. Company-wide design features for 2024–2025 included:

• Base salaries reviewed annually relative to peer benchmarks; NEO increases were modest except targeted adjustments for role alignment .
• Stock ownership guidelines apply to executives (see Equity Ownership & Alignment) .
• Anti-hedging and anti-pledging policy applies to all directors and employees, including executive officers .
• Compensation Recovery (Clawback) Policy compliant with SEC/Nasdaq standards, covering incentive compensation over the prior three completed fiscal years in the event of a restatement .

Performance Compensation

Company programs and outcomes that likely informed senior-executive incentives (specific awards for Mr. Sucharczuk were not disclosed):

Annual Incentive Plan (AIP) – 2024 Company Design and Outcome

Notes:

• 2024 AIP emphasized profitability: 90% Adjusted EBITDA including OWN and DAS; 10% strategic objectives tied to CommScope NEXT .
• NEO payouts for corporate AIP metrics were 157.6% of target; segment leaders (CCS/OWN) achieved 199.0% on their segment AIPs (not applicable to ANS), indicating strong segment variance .

Long-Term Incentives – 2024 Design

• RSUs vest in three equal annual installments; 2024 grants for NEOs used a $2.50 share price conversion for share count with grant-date fair values determined at FMV (e.g., $1.135 and $1.44 for March/June grants), managing equity burn .
• Cash LTIP (one-year performance period) replaced performance-based equity in 2024 to align with divestiture/capital structure priorities; payouts were approved in February 2025 and scheduled in three equal installments (March 2025, September 2025, March 2026), subject to continued service (accelerated on death or termination without cause post-performance year) .
• Performance PSUs from prior years remained outstanding: 2022 Core Adjusted EBITDA PSUs paid at 69.7% after target modifications reflecting business changes; 2022 TSR PSUs forfeited (below threshold) .
• 2025 LTIs returned to equity performance awards (RSUs plus multi-year Adjusted EBITDA PSUs for 2025–2027, up to 200% of target), reflecting improved positioning after strategic actions in 2024 .

Historical/Segment Context (ANS)

Program Features affecting incentive quality

• Clawback covering incentive compensation for restatements .
• Anti-hedging and anti-pledging prohibitions for executives .
• No option/SAR repricing without shareholder approval; minimum vesting standards in equity plan .

Equity Ownership & Alignment

No individual beneficial ownership line items for Mr. Sucharczuk are disclosed in the beneficial ownership tables; directors and executive officers as a group held 4,497,521 shares as of March 12, 2025 (2.1% of common) .

Employment Terms

CommScope discloses severance protection agreements for senior officers (including NEOs); while individual agreements for Mr. Sucharczuk are not itemized in the proxy, the generic terms are:

• Term auto-renews annually; cannot expire within 24 months following a change in control .
• Termination without cause or for good reason (pre-CIC): severance equal to 1x base salary plus target bonus (paid over 12 months) and up to 12 months COBRA subsidy; multiples increase if within 24 months post-CIC (e.g., 1.5x–3x for NEOs, depending on role) with lump-sum payment and extended COBRA subsidy (18–36 months by role) .
• Pro-rata bonus rules apply for death/disability and change in control .
• Equity treatment upon death/disability or CIC: RSUs vest; PSUs vest/prorate based on timing/performance; assumed awards follow double-trigger vesting .

Note: The proxy describes these provisions generically for “senior officers” and NEOs; it does not expressly list Mr. Sucharczuk’s contract.

Performance & Track Record

Program commentary:

• 2024 compensation design pivoted to Cash LTIP and heavier EBITDA focus, reflecting balance-sheet deleveraging, divestitures (OWN/DAS sale), and equity pool constraints; performance PSUs from 2022 were modified for target levels (69.7% earned) and TSR PSUs forfeited, indicating outcome discipline amid macro volatility .

Compensation Structure Analysis

• Shift from performance PSUs to Cash LTIP in 2024 lowered reliance on equity and managed burn rate; RSUs used a conversion price above market to protect share reserve—reduces upside for executives versus pure equity PSUs but tightens cash-to-outcome alignment in a deleveraging year .
• Multi-year PSUs reinstated for 2025 (EBITDA-based), signaling renewed confidence in long-horizon targets post-divestitures .
• Strong policy framework (clawback; anti-pledging; no repricing) suggests reduced governance risk around incentive instruments .

Related Party Transactions / Risk Indicators

• Anti-hedging/pledging policy mitigates alignment risks; no pledging permitted .
• No repricing of underwater options/SARs without shareholder approval .
• Compensation Committee modified prior-year performance awards due to significant business changes; disclosed incremental fair values and rationales, maintaining transparency .
• Senior officer severance arrangements include double-trigger CIC protections (market standard), with defined multiples; clawback policy in place .
• No legal proceedings or SEC investigations related to Mr. Sucharczuk are disclosed in the proxy .

Equity Ownership & Segment Metrics (Tables)

Company performance (continuing ops; and EBITDA including OWN/DAS):

ANS Segment:

Investment Implications

• Alignment: Strong governance (clawback; anti-pledging; vesting discipline) supports pay-for-performance integrity, reducing misalignment risks in executive incentives .
• Retention risk: 2024 equity dilution constraints and TSR PSU forfeitures could depress realized equity value for non-NEO executives; the 2024 Cash LTIP and 2025 reinstated performance PSUs likely stabilize retention incentives .
• Execution risk: ANS segment EBITDA decline in 2024 (vs 2023) highlights operational headwinds within Mr. Sucharczuk’s scope; watch for ANS margin recovery amid CommScope NEXT and data-center demand tailwinds .
• Trading signals: Company AIP outperformance (164% on EBITDA component; total 157.6%) and 2024 EBITDA improvement may indicate near-term operating leverage; however, stock outcomes tied to multi-year PSUs underscore need for sustained EBITDA execution through 2027 .