Robyn T. Mingle
CommScope Holding CompanyAbout Robyn T. Mingle
Robyn T. Mingle is Senior Vice President and Chief Human Resources Officer (CHRO) at CommScope, a role she has held since 2016; she is 59 years old as of the 2025 proxy’s executive officer roster . Company performance context during her recent tenure shows volatile shareholder and operating outcomes: the Pay-Versus-Performance table indicates the value of a $100 investment in CommScope fell from $77.80 in 2021 to $19.87 in 2023, then recovered to $36.72 in 2024; Adjusted EBITDA (as used for incentives, inclusive of OWN and DAS) was $1,043.3M in 2021, $1,223.4M in 2022, $996.6M in 2023, and $1,095.1M in 2024 . The company’s incentive design currently weights annual bonuses heavily to Adjusted EBITDA with a strategic component and prohibits hedging/pledging and includes a clawback policy, framing management incentives and alignment across executives (including CHRO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xylem Inc. | Chief Human Resource Officer; founding executive team member for spin-off from ITT | 2011–2015 | Helped stand up HR and leadership infrastructure for newly independent global water company |
| Hovnanian Enterprises, Inc. | Senior Vice President, Human Resources | 2003–2011 | Led HR at one of the nation’s largest homebuilders during cyclical housing swings |
| The Black & Decker Corporation | Various human resources roles | First 14 years of career | Built foundational HR experience at a blue‑chip industrial brand |
External Roles
- None disclosed in the company’s executive officer biographies or recent proxies .
Fixed Compensation
Multi-year disclosure is available for 2019–2021 when Mingle was a Named Executive Officer (NEO).
| Year | Base Salary ($) | Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2021 | 472,518 | — | 17,850 | 1,957,471 |
| 2020 | 461,273 | — | 17,616 | 764,737 |
| 2019 | 450,000 | — | 17,124 | 1,960,860 |
Notes:
- “All Other Compensation” for 2021–2019 as disclosed in SCT .
- No separate discretionary cash bonuses disclosed for 2019–2021 (SCT “Bonus” column) .
Performance Compensation
Annual Incentive Plan (AIP) – 2021 (Mingle was an NEO)
- Target bonus opportunity: 75% of salary; payout determined 100% by Core Adjusted EBITDA in 2021 .
- Actual 2021 achievement: Core Adjusted EBITDA of $1,091.5M (101.1% of target), yielding a 105.9% of target corporate payout; Mingle’s AIP payment was $375,439 .
| Metric (2021) | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Core Adjusted EBITDA ($M) | 100% | 863.8 | 1,079.8 | 1,295.8 | 1,091.5 | 105.9% |
Company incentive structure updates (context for current plan design):
- 2024 AIP metrics for corporate NEOs: 90% Adjusted EBITDA (including OWN & DAS) and 10% strategic objectives tied to CommScope NEXT; corporate NEO payout approved at 157.6% of target (segment leaders at 199.0%) .
- Equity mix emphasizes multi‑year RSUs and PSUs; RSUs vest in three equal annual installments; clawback, anti‑hedging and anti‑pledging policies apply .
Long‑Term Incentives and Vesting
- RSUs: time‑based, vest in three equal annual installments .
- 2020–2021 “Executive Performance Retention Grant” (EPRG) PSUs for select executives, including Mingle, tied to average stock‑price hurdles ($17.50–$40 for Mingle) and four‑year service; structure required significant stock‑price appreciation to vest .
- 2019 Executive Performance Option Program (EPOP): for NEOs receiving options in 2019, awards included 50% time‑based and 50% performance‑based options with five‑year vesting schedules and a 10‑year term; performance options tied to annual Adjusted EBITDA goals; repricing prohibited .
Equity Award Values/Realization (when disclosed for Mingle)
- Stock awards (grant date fair value): $1,091,665 (2021) .
- Option awards (grant date fair value): $1,395,015 (2019) .
- Shares vested in 2021: 2,319 shares; value realized $35,272 .
Equity Ownership & Alignment
Beneficial ownership snapshot (as of March 8, 2022):
- Common stock: 27,911; Options to purchase: 111,170; PSUs: 19,524; Total beneficially owned: 158,605; Percentage of class: <1% .
- Shares outstanding used in table: 206,813,857 common shares (as of March 8, 2022) .
| Category | Count |
|---|---|
| Common Stock | 27,911 |
| Options to Purchase Common Stock (within 60 days) | 111,170 |
| PSUs | 19,524 |
| Total Beneficial Ownership | 158,605 |
| Ownership as % Outstanding | <1% |
Ownership policies and alignment
- Stock ownership guidelines: Designated executive officers must hold 2x annual base salary (CEO 5x; Chair & CFO 3x); executives/directors had met or were on track within the compliance window as of 2021 .
- Anti‑hedging and anti‑pledging: Company policy prohibits hedging and pledging of company stock .
- Clawback: Compensation recovery policy applies in the event of a financial restatement .
Insider trading/vesting cadence (Form 4 filings)
- Reported Form 4 filings for Mingle on May 19, 2022; March 1, 2023; and June 1, 2023, reflecting equity transactions reported to the SEC (typical timing around annual grants/vests) .
- Policy context: hedging/pledging prohibited, which reduces leverage‑driven selling risk .
Employment Terms
- Start date at CommScope: CHRO since 2016 .
- Indemnification: Company has indemnification agreements with directors and certain officers (form filed as exhibit to 10‑K) .
Severance and Change‑in‑Control (disclosed illustrative amounts as of 12/31/2021)
- Termination without cause or resignation for good reason prior to a change in control (assumed under general severance policy): Cash severance $290,769; benefit continuation $2,833 .
- Termination without cause or resignation for good reason after a change in control: Cash severance $480,000; benefit continuation $16,999; pro‑rata AIP payout based on actual performance (2021 reference amount $375,439) .
- AIP treatment: pro‑rata bonus upon death/disability; CIC triggers separate AIP treatment as specified in plan/agreements .
Performance & Track Record (Company context during tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 Investment (TSR) | 77.80 | 51.80 | 19.87 | 36.72 |
| Adjusted EBITDA incl. OWN & DAS ($M) | 1,043.3 | 1,223.4 | 996.6 | 1,095.1 |
| Net Income (Loss) ($M) | (462.6) | (1,286.9) | (1,506.8) | (315.5) |
Additional compensation governance and outcomes
- 2023 AIP results: corporate NEOs at 10% of target (driven by strategic objectives only) amid disappointing financial performance; segment outcomes varied (e.g., NICS strong) .
- 2024 adjustments: Certain 2022 Core Adjusted EBITDA PSUs were modified in February 2024; final payout approved at 69.7% of target for NEOs based on cumulative 2022–2024 Core Adjusted EBITDA; 2022 TSR PSUs forfeited due to below‑threshold relative TSR .
- Say‑on‑pay support: 98% approval in 2022 and 2023, reflecting investor acceptance of revised program design .
Compensation Structure Analysis
- Cash vs equity mix: When Mingle was an NEO (2019–2021), equity was a significant component (e.g., 2019 option grant; 2021 stock awards), indicating high at‑risk compensation relative to base pay .
- Shift to RSUs/PSUs: Company-wide design emphasizes a 50/50 mix of RSUs and PSUs with multi‑year goals, with RSUs vesting over three years and PSUs linked to relative TSR and multi‑year Core Adjusted EBITDA—more balanced than prior option‑heavy structures .
- Policy strength: Anti‑hedging/pledging and clawback policies mitigate misalignment risk; ownership guidelines reinforce “skin in the game” .
- Red flags: 2024 modification of in‑flight 2022 PSUs (though still paid at 69.7% of target) and legacy EPRG price‑hurdle awards (which often failed to vest) highlight program recalibration under stress; investors historically remained supportive (98% say‑on‑pay) .
Equity Ownership & Alignment (Detailed)
- Ownership is diversified across vested common, exercisable options, and PSUs; total beneficial ownership <1% of outstanding shares .
- Ownership guidelines for designated executives require holdings equal to 2x salary; executives were on track to comply within the policy window; pledging is prohibited .
Investment Implications
- Alignment: CHRO compensation is substantially at risk and tied to multi‑year equity and EBITDA/TSR outcomes; RSU three‑year vesting implies periodic vest‑driven liquidity needs but hedging/pledging prohibitions reduce forced‑sale risk .
- Retention: Severance economics under general policy are modest pre‑CIC and moderate post‑CIC (2021 illustrative amounts), which could present retention risk in a stressed scenario relative to market CIC multiples; however, continued equity vesting schedules provide a retention tether .
- Signal watch‑outs: In‑flight award modifications in 2024 and below‑threshold TSR outcomes (forfeited TSR PSUs) suggest ongoing performance pressure; monitor future equity grants/metric rigor and any further modifications as potential compensation governance signals .
- Performance backdrop: While Adjusted EBITDA rebounded in 2024 vs. 2023, TSR remains below 2021/2022 levels; sustained improvement in TSR‑linked PSUs may require continued operational execution and capital structure progress—material for future payout realizations and retention value .