Krista R. Bowen

About Krista R. Bowen

Krista R. Bowen is Senior Vice President, Chief Legal Officer (CLO) and Secretary of CommScope, appointed effective May 14, 2025, after serving as Senior Vice President and Deputy General Counsel since joining the company in 2010; she previously was a shareholder at Robinson Bradshaw focusing on M&A, and holds a J.D. from Washington & Lee University School of Law and a B.A. in Finance from West Virginia University . Her role as CLO and Secretary is evidenced by her signatory capacity on company 8-Ks filed September 3, 2025 and October 16, 2025 . Company filings provide no individual performance metrics specific to her tenure; however, they show she operates within a governance framework that includes a clawback policy, anti‑hedging/anti‑pledging restrictions, and stock ownership guidelines for executive officers .

Past Roles

External Roles

Performance Compensation

Long-term incentive design and metrics used by CommScope for executive officers (illustrative of the framework applicable to Section 16 officers such as the CLO):

Note: In 2024, the company modified certain performance-based stock awards for NEOs, increasing their incremental grant date fair value; this reflects award design changes but is not specific to Ms. Bowen .

Equity Ownership & Alignment

• Anti-hedging and anti‑pledging: Executives are prohibited from hedging, buying on margin, holding in margin accounts, pledging company stock, and trading in exchange‑traded options on CommScope securities, enhancing alignment and reducing downside protection behaviors .
• Stock ownership guidelines for executives (measured annually using a 30‑day average price; expected to meet by end of the fifth calendar year after becoming subject to the guidelines) :

Employment Terms

• Appointment: Appointed Chief Legal Officer effective May 14, 2025; previously SVP & Deputy General Counsel since joining in 2010 .
• Success bonus agreements and severance interaction: For certain executive officers (including Ms. Bowen), if a success bonus is received in connection with the CCS Sale Transaction, no severance benefits are payable upon the closing of that transaction; this feature reduces double‑dipping risk and emphasizes deal execution .
• Estimated severance value under hypothetical assumptions: Using the DEFM14A’s defined assumptions (strictly for disclosure, assuming a qualifying termination on the closing date), the estimated value of severance benefits (including COBRA contributions) for Ms. Bowen is $1,639,604 .
• Restrictive covenants: Executives’ severance protection agreements require execution and non‑revocation of a release within 45 days and compliance with confidentiality, non‑compete, non‑recruit, and customer non‑solicit covenants; non‑compete generally two years (18 months for certain named roles) following termination under the DEFM14A description .
• Company standard severance protection agreement design (illustrative examples for newly appointed executive officers):
  • Base severance: 1x base salary paid over 12 months upon termination without cause or for good reason; within 24 months post‑change‑in‑control (CIC), severance is a lump‑sum equal to 1x base salary plus target bonus (double‑trigger) .
  • Pro‑rata annual bonus: Payable upon qualifying CIC termination based on actual performance .
  • COBRA: Company portion of premiums for up to 12 months .
  • Non‑compete: One year in the specific examples disclosed (note: DEFM14A describes two‑year restrictive covenants applicable to executive officers generally) .

Governance, Clawbacks, and Pay Oversight

• Clawback: The company adopted a Nasdaq‑compliant mandatory clawback policy in 2023 requiring recovery of erroneously awarded incentive‑based compensation from executive officers in the event of an accounting restatement; policy also prohibits indemnification against clawbacks .
• Compensation consultant: Compensia serves as the independent advisor to the Compensation Committee (assessed for independence and conflicts), informing peer benchmarking and incentive design .

Additional Identifiers and Filings

• Secretary signatory: Ms. Bowen signed 8‑Ks as “Senior Vice President, Chief Legal Officer and Secretary” on September 3, 2025 and October 16, 2025, confirming her role and corporate officer status .
• Executive officer listing: The special meeting DEFM14A lists Ms. Bowen among current executive officers alongside other business unit leaders and HQ executives .

Investment Implications

• Alignment and retention: Strong alignment controls (clawback; anti‑hedging/pledging; stock ownership guidelines) and double‑trigger CIC severance constructs are investor‑friendly; the success‑bonus‑vs‑severance interaction for the CCS sale mitigates windfall concerns and ties pay to deal execution .
• Cost of transition risk: The DEFM14A’s estimated severance value for Ms. Bowen under hypothetical assumptions (~$1.64M) quantifies potential termination costs in a restructuring/CIC context, informing downside scenarios for governance and expense planning .
• Execution track record: Her long CommScope tenure with broad legal scope (commercial contracting, M&A, governance) and recent elevation to CLO supports organizational continuity after the prior CLO’s departure, potentially stabilizing legal oversight during portfolio reshaping and asset sales .
• Pay structure signals: Company‑wide features like 0–200% PSU payouts on TSR and Core Adjusted EBITDA, along with 2024 performance‑award modifications for NEOs, suggest an active pay‑for‑performance design that may be recalibrated in response to strategic transactions and macro conditions; monitoring future proxies for any extension of such changes to non‑NEO executives (including the CLO) is warranted .