Koen ter Linde
CommScope Holding CompanyAbout Koen ter Linde
Senior Vice President & President, Connectivity & Cable Solutions (CCS) at CommScope. He joined CommScope in 1996 and has held senior roles spanning product management, sales, and business unit leadership; he was CMO (2020–2021), led Network Cable & Connectivity (2021–2023), and was appointed CCS President in 2023 . Under his leadership in 2024, CCS net sales grew 4.5% year over year to $2,823.7M and adjusted EBITDA rose 55.2% to $619.1M, materially outpacing company-level trends and expanding segment margins . Company-wide, 2022 relative TSR PSUs paid below threshold (forfeited), though ter Linde did not participate in that TSR grant cohort .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CommScope | SVP & President, Connectivity & Cable Solutions (CCS) | 2023–present | Leads CCS, CommScope’s largest segment (67% of 2024 sales), delivering +4.5% sales and +55.2% adjusted EBITDA YoY in 2024 . |
| CommScope | Head, Network Cable & Connectivity | 2021–2023 | Drove portfolio within CCS ahead of promotion to segment president . |
| CommScope | Chief Marketing Officer | 2020–2021 | Enterprise-wide go-to-market leadership . |
| CommScope | Various senior roles (product mgmt, sales, BU leadership) | 1996–2020 | Global roles across enterprise and service provider organizations . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (rate) | $450,000 | $481,000 (effective June 1, 2024) |
| Salary actually paid (SCT) | — | $468,083 |
| Target annual incentive (% of salary) | — | 80% |
| All other compensation | — | $21,294 |
Notes:
- Base salary adjustment on June 1, 2024 aligned his level with other SVPs and segment presidents .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 (segment formula for ter Linde)
| Metric | Weight | Target | Actual | Payout vs Target | Result |
|---|---|---|---|---|---|
| CCS Adjusted EBITDA | 90% | Target implied by proxy | $619.1M (>$189.1M above target) | 210% metric payout | |
| Strategic objectives (CommScope NEXT, divestiture execution and stranded cost removal) | 10% | Meets expectations | Meets expectations | 100% metric payout | |
| Total AIP outcome (ter Linde) | 100% | 80% of salary | 159.2% of salary | 199.0% of target | $745,189 |
AIP cohort context:
- Corporate AIP used 90% Adjusted EBITDA (including OWN/DAS) and 10% strategic objectives; ter Linde’s AIP was tied to CCS segment EBITDA plus strategic objectives; CCS delivered $619.1M Adjusted EBITDA in 2024 .
Long-Term Incentive – Cash LTIP (introduced 2024)
| Year | Target ($) | Achieved ($) | Payout Form | Vest/Payment Schedule |
|---|---|---|---|---|
| 2024 performance year | 600,000 | 600,000 | Cash | Three equal installments in Mar-2025, Sep-2025, Mar-2026, subject to continued service; accelerated lump sum upon death or termination without cause after the performance year (with release and restrictive covenant compliance) . |
Rationale: Committee adopted cash LTIP to emphasize performance while managing equity burn and equity plan share reserve .
Long-Term Incentive – Equity
| Award Type | Grant/Program | Participant Details | Terms | 2024 Grant/Outcome |
|---|---|---|---|---|
| Time-vesting RSUs | Annual RSUs | Koen ter Linde | Vest in equal annual installments over 3 years, service-based | 240,000 RSUs granted in 2024 (Grant Date Value $321,444); company used $2.50 conversion price; grants on Mar 1 and Jun 1 at FMVs $1.135 and $1.44 . |
| Performance Share Units | 2022 Core Adjusted EBITDA PSUs (modified in Feb 2024) | Koen ter Linde | Based on cumulative Core Adjusted EBITDA (2022–2024); payout at 69.7% of target | Target 13,800 PSUs; Earned 9,619 PSUs (69.7%) . |
| Performance Share Units | 2022 Relative TSR PSUs (3-year ending Feb 28, 2025) | Not a participant | For company, TSR fell below threshold; all forfeited | Did not participate . |
| Executive Performance Retention Grant (EPRG) | 2024 stock price hurdles ($25–$40) | Not a participant | None of the hurdles achieved in 2024 | Did not participate . |
SCT equity value for 2024:
- Stock awards (grant date fair value, includes incremental value from 2024 performance award modifications): $516,660 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2025)
| Holder | Common Stock | Options (within 60 days) | RSUs | PSUs | Total Beneficial | % of Class |
|---|---|---|---|---|---|---|
| Koen ter Linde (SVP & President, CCS) | 130,333 | 32,050 | — | — | 162,383 | * |
- Shares outstanding: 216,560,568 common shares at March 12, 2025 .
- Company policy prohibits hedging and pledging; Section 16 officers/directors are prohibited from trading exchange-traded options, purchasing on margin, holding in margin accounts, or pledging company securities .
- Stock ownership guidelines: Designated Officers 2x salary or 125,000 shares; Other Designated Officers 1x salary or 100,000 shares; measurement uses 30-day average price as of Dec 31 each year; expected to satisfy within five years of becoming subject to guidelines .
Outstanding Equity Awards (as of December 31, 2024)
| Instrument | Grant Date | Status | Quantity | Exercise/Value | Expiration / Notes |
|---|---|---|---|---|---|
| Stock options | 5/15/2019 | Exercisable | 32,050 | $18.60 strike | 5/15/2029 |
| RSUs | 3/1/2022 | Unvested | 20,319 | $105,862 market value | Vest annually over 3 years (service) |
| RSUs | 6/1/2023 | Unvested | 95,267 | $496,341 | Vest annually over 3 years (service) |
| RSUs | 3/1/2024 | Unvested | 79,200 | $412,632 | Vest annually over 3 years (service) |
| RSUs | 6/1/2024 | Unvested | 160,800 | $837,768 | Vest annually over 3 years (service) |
| PSUs (Core Adj. EBITDA) | 2022 grant | Earned | 9,619 (69.7% of 13,800 target) | — | Eligible per 2022–2024 performance; 69.7% payout |
Vesting mechanics:
- RSUs vest in annual installments over three years, subject to continuous service; 2022 Core Adjusted EBITDA PSUs eligible to vest (69.7% of target) on June 1, 2025 .
Employment Terms
Severance and Change-of-Control (as of 12/31/2024 scenario analysis)
| Scenario | Cash Severance | Pro Rata Bonus | Benefits Continuation | Total |
|---|---|---|---|---|
| Termination without cause / Resign for Good Reason (pre-CIC) | $855,467 | — | $21,847 | $877,314 |
| Termination without cause / Resign for Good Reason (post-CIC) | $1,283,200 | $745,189 | $32,771 | $2,061,160 |
| Death or Disability | — | $745,189 | — | $745,189 |
Bonus mechanics:
- AIP pro rata bonus may be paid upon death, disability, or retirement (subject to Committee discretion and actual performance); in a change in control, a target bonus is payable within 30 days regardless of continued employment, and pro rata actual bonus is payable if terminated post-CIC per agreements .
Equity Acceleration Values (based on $5.21 stock price at 12/31/2024)
| Event | PSU Value | RSU Value |
|---|---|---|
| Change in Control | $368,820 | $1,802,488 |
| Death or Disability | $368,820 | $1,802,488 |
Clawback and restrictive covenants:
- Compensation Recovery “Clawback” Policy allows recovery of incentive compensation in event of financial restatements .
- Cash LTIP payments are subject to release of claims and continued compliance with restrictive covenants in Severance Protection Agreement; earned but unpaid installments accelerate to lump sum if death or termination without cause occurs after the performance year .
Compensation Structure Analysis
- Pay mix and at-risk pay: Significant portion of pay is performance-based (AIP tied to segment Adjusted EBITDA and strategic objectives; cash LTIP tied to strategic and financial goals; equity largely time-based RSUs in 2024) .
- Shift in LTI design: 2024 introduced cash LTIP to maintain performance emphasis while managing equity burn/share reserve under the 2019 plan .
- Performance award modification: 2022 Core Adjusted EBITDA PSUs were modified in Feb 2024; final payout approved at 69.7% of target for 2022–2024 period . Governance investors often scrutinize mid-cycle changes; note, however, payout was below target.
- AIP metric calibration: For ter Linde, AIP was 90% CCS Adjusted EBITDA and 10% strategic; CCS exceeded targets (Adjusted EBITDA $619.1M, $189.1M above target), driving a 199% of target payout—higher than corporate cohort (157.6%), evidencing pay-for-performance alignment at segment level .
Performance & Track Record
- Segment performance (2024 vs 2023): CCS net sales +4.5% to $2,823.7M; CCS adjusted EBITDA +55.2% to $619.1M; CCS operating income improved to $466.1M (16.5% of segment sales) from $132.8M .
- Company TSR incentive context: 2022 relative TSR PSUs fell below threshold and were forfeited company-wide; ter Linde did not participate in TSR PSUs .
Equity Ownership & Pledging/Hedging Policies
- Beneficial ownership totals 162,383 shares and options combined as of March 12, 2025 (common 130,333; options 32,050) .
- Hedging and pledging of company securities is prohibited; Section 16 officers and directors also face restrictions on margin and exchange-traded options .
- Stock ownership guidelines for executives require holding the greater of a salary multiple or a fixed share count (e.g., 2x salary or 125,000 shares for Designated Officers; 1x salary or 100,000 shares for Other Designated Officers); measurement uses 30-day average price each Dec 31 and five-year compliance window .
Investment Implications
- Alignment and incentives: Ter Linde’s incentives are tightly linked to CCS profitability and strategic execution (AIP 90% CCS EBITDA, cash LTIP tied to strategic/financial goals), and CCS materially outperformed in 2024—supportive of pay-for-performance alignment .
- Retention vs selling pressure: Multi-tranche RSUs from 2022–2024 vest annually over three years; plus cash LTIP installments through March 2026, creating staggered retention hooks. However, ongoing vesting creates potential periodic liquidity events; hedging/pledging prohibitions mitigate misalignment risk .
- Ownership “skin in the game”: Beneficial holdings are modest in percentage terms relative to outstanding shares; company guidelines require meaningful ownership, but compliance status is not disclosed in the proxy .
- Change-in-control and severance: Cash severance of ~$0.86M pre-CIC and ~$1.28M post-CIC plus pro rata bonus and benefit continuation appear moderate relative to peers; equity acceleration values (RSU ~$1.80M; PSU ~$0.37M at $5.21) represent meaningful upside tied to continued service/trigger events .
- Governance watch items: Mid-cycle modification of 2022 performance PSUs (payout at 69.7% of target) is noteworthy; investors should monitor future metric rigor. At the same time, the shift to cash LTIP preserved performance linkage while reducing equity burn .