Kyle D. Lorentzen
CommScope Holding CompanyAbout Kyle D. Lorentzen
Executive Vice President and Chief Financial Officer of CommScope since November 2021; previously Senior Vice President and Chief Transformation Officer starting January 2021 . Background includes CFO roles at Accudyne Industries (2017–2020) and Express Energy Service (2014–2017), CEO of Constellium Ravenswood (2011–2014), and earlier finance/operations roles at Noranda Aluminum, Berry Plastics/Covalence, Hexion, Dow Chemical, and W.R. Grace. MBA (University of Massachusetts) and BA (Wake Forest University) . In 2024, CommScope’s net sales were $4,205.8M and Adjusted EBITDA (incl. OWN/DAS) was $1,095.1M, while the stock price rose 84.8% during the year, reflecting execution on CommScope NEXT, portfolio reshaping, and deleveraging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CommScope | SVP & Chief Transformation Officer | 2021 | Led CommScope NEXT; strategy and execution on portfolio optimization, cost efficiency |
| Accudyne Industries | Chief Financial Officer | 2017–2020 | Finance leadership; operational/portfolio transformation experience |
| Express Energy Service | CFO & EVP | 2014–2017 | Financial leadership in energy services |
| Constellium Ravenswood | Chief Executive Officer | 2011–2014 | Plant and operations turnaround leadership |
| Noranda Aluminum; Berry Plastics/Covalence; Hexion; Dow Chemical; W.R. Grace | Finance and managerial roles | Various | Progressive finance/operations roles across industrials/materials |
External Roles
No external public company directorships disclosed for Lorentzen in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $666,250 | $683,000 | $692,917 (effective June 1, 2024; annual rate $700,000) |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 105.8% |
| All Other Compensation ($) | $18,894 | $20,394 | $21,294 (401k contrib $20,700; life insurance $594) |
Performance Compensation
| Incentive | Metric | Weighting | Threshold / Target / Max | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) 2024 | Adjusted EBITDA (incl. OWN & DAS) | 90% | $882.9M / $981.0M / $1,177.2M; 50%/100%/210% payout | $1,095.1M | 164.0% of target for this metric | Cash; paid post year-end |
| Annual Incentive Plan (AIP) 2024 | Strategic Objectives (CommScope NEXT) | 10% | Discretionary: Partially Meets / Meets / Exceeds; 0%/100%/210% payout | Meets Expectations | 100.0% of target for this metric | Cash; paid post year-end |
| AIP Total (2024) | Combined | 100% | — | — | 157.6% of target (Lorentzen total AIP) | Cash |
| Cash LTIP (2024) | Corporate & strategic initiatives tied to divestitures and capital structure outcomes | n/a | CFO eligible to earn up to 0.20% of defined financial benefits | Committee approved achieved $7,200,000 | 102.9% of target (see SCT breakout) | Paid in 3 equal installments Mar’25, Sep’25, Mar’26, contingent on continued service |
| RSUs (2024 grants) | Time-based | n/a | — | 780,000 RSUs granted (GDV methodology noted) | n/a | Vest in equal annual installments over three years |
| 2022 Core Adjusted EBITDA PSUs | 3-year cumulative Core Adjusted EBITDA | n/a | Modified targets in Feb’24; target cumulative $3.605B; earned 69.7% | Earned 61,532 PSUs for Lorentzen | 69.7% of target | Eligible to vest June 1, 2025 |
| 2022 TSR PSUs | Relative TSR vs S&P 500 | n/a | Threshold not met | Forfeited (0% earned) | 0% | n/a |
| AIP 2024 Payout Details (Lorentzen) | % of 2024 Salary | Amount ($) |
|---|---|---|
| Target AIP | 105.8% | — |
| Actual AIP | 166.86% | $1,156,170 |
| Cash LTIP Achieved (2024) | Amount ($) | Installments |
|---|---|---|
| Lorentzen | $7,200,000 | 3 equal installments in Mar’25, Sep’25, Mar’26; lump-sum if death or termination without cause post performance year with release |
Compensation program design highlights include a heavy emphasis on at-risk pay, a clawback policy compliant with SEC/Nasdaq, and anti-hedging/anti-pledging policies; no tax gross-ups; equity burn rate managed via cash LTIP and RSU share conversion practices in 2024 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 324,286 common shares as of March 12, 2025 . This is ~0.15% of common shares outstanding (216,560,568) , calculated from cited figures. |
| Vested vs Unvested | Significant unvested RSUs and PSUs outstanding as of Dec 31, 2024: RSUs not vested 1) 188,100 (3/1/24), 591,900 (6/1/24), plus prior-year RSUs; PSUs unearned/eligible include 200,800 (3/1/23 Core Adj. EBITDA at threshold) and other tranches . |
| Options | No unexercised stock options reported for Lorentzen as of Dec 31, 2024 . |
| EPRG PSUs | 86,660 shares eligible at 1/1/24; none earned; EPRG expired Jan 4, 2025 . |
| Stock Ownership Guidelines | CFO requirement: 3x base salary or 250,000 shares; measurement annually (30-day average price) . Lorentzen’s 324,286 shares exceed the 250,000-share threshold . |
| Hedging/Pledging | Company policy prohibits hedging and pledging of CommScope securities . |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation in event of accounting restatement (3-year lookback) . |
| Outstanding Equity Awards at Dec 31, 2024 (selected for Lorentzen) | Number (#) | Market/Notes |
|---|---|---|
| RSUs not vested (examples) | 188,100 (3/1/24 grant) | $980,001 market value |
| RSUs not vested (examples) | 591,900 (6/1/24 grant) | $3,083,799 market value |
| PSUs earned (2022 Core Adj. EBITDA) | 61,532 | Eligible to vest 6/1/2025 |
| TSR PSUs (2022) | Forfeited | — |
Employment Terms
- Appointment: Became EVP & CFO on November 1, 2021; previously SVP & Chief Transformation Officer starting January 2021 .
- Severance Protection Agreement: Two-year auto-renewing term (cannot expire within 24 months after a change in control) . If terminated without cause or resigns for good reason (pre-CoC): cash severance equal to 2x CEO, 1x for CFO (Base Salary + Target Bonus) paid over 12 months; COBRA premium coverage paid by company for 12 months . If terminated within 24 months post-CoC: cash severance equal to 2x (CFO) Base Salary + Target Bonus paid in lump sum; COBRA premium coverage for 24 months . Pro-rata bonus upon certain terminations, including post-CoC terminations, based on actual performance .
- Non-compete/Non-solicit: Restrictive covenants include confidentiality, non-compete and non-solicit for two years following termination (18 months for certain other NEOs) .
- Accelerated Vesting (2019 LTIP): Double-trigger vesting applies if awards are assumed at change of control and termination without cause or for good reason within two years; performance awards vest pro-rata based on target or actual performance depending on timing; single-trigger vesting if awards are not assumed in change of control .
- Indemnification: Standard indemnification agreement in place .
Compensation Structure Analysis
- Year-over-year mix shift: 2024 introduced a cash LTIP replacing performance equity to manage equity burn rate amid a low stock price; RSUs remained time-based over three years .
- Performance metric recalibration: In Feb 2024, the Compensation Committee modified targets for the 2022 and 2023 Core Adjusted EBITDA PSUs due to significant business changes, supply chain issues, and retention risks; 2022 PSUs earned at 69.7% . This modification warrants monitoring as a potential governance risk indicator.
- Pay-for-performance alignment: AIP heavily weighted to Adjusted EBITDA (90%) with strategic objectives (10%); above-target EBITDA delivered a 157.6% payout for Lorentzen .
- Peer group and market positioning: Committee targets market median using a defined peer set across communications equipment and related sectors; decisions informed by Compensia and the Radford Global Technology Survey .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Approximately 97% support in 2024 (and 98% in 2023), reflecting investor acceptance of executive pay changes and engagement .
- Ongoing engagement: Management meets regularly with investors for feedback on compensation and governance; clawback and anti-hedging/pledging policies highlighted .
Investment Implications
- Alignment: Lorentzen meets strict stock ownership guidelines and is subject to anti-hedging/anti-pledging policies and a robust clawback, reinforcing alignment with shareholders .
- Near-term vesting/selling pressure: Cash LTIP installments in 2025–2026 reduce equity-related selling pressure, but PSUs earned from the 2022 cycle are eligible to vest June 1, 2025, which can create Form 4 activity; RSUs will continue vesting annually . The EPRG PSUs expired and 2022 TSR PSUs were forfeited, eliminating those potential vesting events .
- Retention risk mitigated: 2024 cash LTIP and PSU target modifications were explicitly designed to stabilize and retain senior leadership through transformational milestones; monitor 2025–2027 multi-year performance PSU reinstatement for renewed equity-based incentive risk/reward .
- Execution track record: 2024 outcomes—Adjusted EBITDA growth, stock appreciation, and closing of OWN/DAS divestiture with $2.1B proceeds used to delever and extend maturities—support confidence in finance leadership; still monitor longer-term TSR vs benchmarks as relative TSR PSUs missed in 2022 cycle .