Joanne M. Maguire
CommScope Holding CompanyAbout Joanne M. Maguire
Joanne M. Maguire, age 71, has served on CommScope’s board since 2016 and is the Chair of the Nominating and Corporate Governance Committee. She is the former EVP of Lockheed Martin and President of Lockheed Martin Space (2006–2013), previously VP and Deputy to the President of Lockheed Martin Space (2003–2006), and spent nearly three decades in leadership roles at TRW’s Space & Electronics sector. She is a member of the National Academy of Engineering and serves on UCLA’s Samueli School of Engineering Dean’s Executive Board . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | EVP; President, Lockheed Martin Space | 2006–2013 | Led space programs for national security and civil customers |
| Lockheed Martin Corporation | VP; Deputy to President, Lockheed Martin Space | 2003–2006 | Senior operating leadership |
| TRW Space & Electronics (now part of Northrop Grumman) | Division GM; Programs; Engineering; Manufacturing; BD | 1975–2003 | Diverse leadership across engineering and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visteon Corporation (NASDAQ: VC) | Director | 2015–present | Current public company directorship |
| Tetra Tech, Inc. (NASDAQ: TTEK) | Director | 2016–Sep 2024 | Former public company board |
| Charles Stark Draper Laboratory | Director | 2013–2022 | Non-profit R&D board service |
| Freescale Semiconductor, Ltd. | Director | 2013–2015 | Former public company board |
| UCLA Samueli School of Engineering | Dean’s Executive Board Member | 2014–present | Advisory role in engineering education |
| National Academy of Engineering | Member | N/A | Peer-elected recognition for engineering leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; members include Ms. Maguire (Chair) and Messrs. Krause, McCarter, and Roman; 4 meetings in 2024. Committee responsibilities include director nominations and screening, board/committee composition and leadership structure, governance guidelines oversight, environmental and governance policies, and the annual board evaluation process .
- Independence: The Board determined Ms. Maguire is independent under Nasdaq rules .
- Attendance and engagement: In 2024, the Board held 15 meetings and committees held 16; all directors attended at least 80% of Board and committee meetings, and all directors attended the virtual annual stockholder meeting .
- Board leadership and oversight: Separate Chair and CEO; Lead Independent Director structure; risk oversight allocated across committees (Audit oversees ERM and cybersecurity; Nominating & Corporate Governance oversees environmental and governance risks) .
- Say-on-Pay: ~97% support in 2024, reflecting investor engagement on compensation/governance .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Basic Cash Retainer | 90,000 | Non-employee director annual cash retainer |
| Lead Independent Director | 30,000 | Supplemental cash retainer (not applicable to Maguire) |
| Audit Committee Chair | 30,000 | Supplemental cash retainer |
| Audit Committee Member | 15,000 | Supplemental cash retainer |
| Compensation Committee Chair | 20,000 | Supplemental cash retainer |
| Compensation Committee Member | 10,000 | Supplemental cash retainer |
| Nominating & Corporate Governance Committee Chair | 15,000 | Supplemental cash retainer |
| Nominating & Corporate Governance Committee Member | 10,000 | Supplemental cash retainer |
| Maguire – 2024 Fees Earned | 305,000 | Includes $200,000 cash in lieu of RSU grant |
Performance Compensation
| Element | Amount ($) | 2024 Treatment | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Stock Retainer (RSUs) | 200,000 | Paid as cash (no RSUs granted in 2024 to manage equity burn rate and share reserve) | Typical annual RSU grants vest at next annual meeting or first anniversary of grant date | None disclosed for director RSU awards |
Notes: The Compensation Committee uses an independent compensation consultant and market data to set director pay; 2024 retainer levels unchanged vs. prior year, with cash used in place of RSUs to conserve the LTIP share reserve .
Other Directorships & Interlocks
| Company | Sector Relationship to COMM | Interlock/Conflict Notes |
|---|---|---|
| Visteon Corporation | Automotive electronics; not a direct competitor to CommScope’s network infrastructure | No related-person transactions disclosed for Maguire; standard related-person review policy applies |
| Tetra Tech (former) | Engineering consulting | Former role; no RPTs disclosed |
| Freescale Semiconductor (former) | Semiconductors | Former role; no RPTs disclosed |
| Draper Laboratory (former) | Non-profit R&D | Former role; no RPTs disclosed |
- Related-party transactions policy: Audit Committee reviews, approves/ratifies transactions >$120,000 involving related persons; specific pre-approved categories detailed; no director participates in approval of a transaction in which they are a related person .
- Board composition context: Carlyle retains the right to designate two directors pursuant to the Investment Agreement; they are voted by preferred stockholders, potentially influencing board dynamics; Ms. Maguire is independent and not a Carlyle designee .
Expertise & Qualifications
- Deep aerospace and systems engineering leadership (Lockheed Martin Space; TRW Space & Electronics) .
- Recognized engineering excellence (National Academy of Engineering membership) .
- Governance expertise through chairing Nominating & Corporate Governance and executing board evaluations and governance guidelines oversight .
- External advisory roles in engineering education (UCLA Samueli Dean’s Executive Board) .
Equity Ownership
| Holder | Common Stock | Options to Purchase Common | RSUs | PSUs | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|---|
| Joanne M. Maguire | 118,493 | — | — | — | 118,493 | * (<1%) |
- Director stock ownership guidelines: 5x base cash retainer (excluding committee fees) or 100,000 shares; measurement annually using 30-day average closing price; directors must meet by end of year following fifth anniversary; all non-employee directors have met or are on track .
- Compliance: Maguire holds 118,493 shares and therefore satisfies the 100,000-share guideline threshold .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging CommScope securities; certain trading restrictions apply .
Governance Assessment
- Board effectiveness: Maguire’s aerospace and complex systems background combined with her role as Nominating & Corporate Governance Chair supports board composition, evaluation, and governance framework quality, including environmental and governance oversight .
- Independence and engagement: She is independent with strong attendance expectations (all directors ≥80%) and participation in a committee that met four times in 2024; all directors attended the annual meeting .
- Alignment and incentives: 2024 director pay was primarily cash ($305,000), including $200,000 in lieu of the typical RSU grant to manage equity burn; ownership guidelines are stringent and met/on track, with anti-hedging/pledging supporting alignment .
- Conflicts and red flags: No related-person transactions involving Maguire are disclosed; however, Carlyle’s designation rights for two directors remain a structural consideration for governance independence (not attributable to Maguire). No pledging, hedging, loans, or RPTs flagged for her in the proxy .
- Investor confidence signals: Strong 2024 say‑on‑pay support (~97%) indicates current compensation and governance practices are acceptable to shareholders .