Scott H. Hughes
CommScope Holding CompanyAbout Scott H. Hughes
Scott H. Hughes (age 39) is an independent director designated by The Carlyle Group; he joined CommScope’s Board in 2024 and serves on the Compensation Committee . He is Chief Operating Officer for Carlyle’s Corporate Private Equity – Americas (2023–present), previously an investment professional in Carlyle’s Industrial & Transportation sector (2010–2023), and began his career as an M&A analyst at Merrill Lynch (2008–2010) . He has no current public company directorships; prior/other directorships include Novolex (2022–present) and Sciens Building Solutions (2021–2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group LP | Chief Operating Officer, Corporate Private Equity Americas | 2023–present | Senior leadership in PE portfolio operations |
| The Carlyle Group LP | Investment Professional, Industrial & Transportation | 2010–2023 | Deal execution, portfolio oversight |
| Merrill Lynch (Pierce, Fenner & Smith) | M&A Analyst | 2008–2010 | Transaction analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novolex | Director | 2022–present | Private company; packaging industry |
| Sciens Building Solutions | Director | 2021–2023 | Private company; building safety solutions |
| Public company boards | — | — | None |
Board Governance
- Committee assignments: Compensation Committee member (not Chair) . Compensation Committee held 7 meetings in 2024 .
- Independence: Board determined Hughes is independent under Nasdaq rules .
- Attendance: In 2024 the Board met 15 times and committees met 16 times; all directors attended at least 80% of Board/committee meetings .
- Executive sessions: Independent directors meet in executive session after regularly scheduled meetings .
- Lead Independent Director: Timothy T. Yates .
- Director elections:
- 2025 (Series A Preferred voting as separate class): Hughes received 44,630,064 votes for; no votes against/abstentions .
- 2024 (Series A Preferred voting as separate class): Hughes received 42,257,594 votes for; no votes against/abstentions .
- Say-on-pay and shareholder feedback:
- 2024 say-on-pay support approximately 97% (company proxy summary) .
- 2025 say-on-pay vote results: For 106,232,674; Against 68,440,329; Abstentions 8,733,015; Broker non-votes 32,256,739 .
Fixed Compensation
- Director fee policy (non-employee directors): Annual basic cash retainer $90,000; supplemental cash retainers: Lead Independent Director $30,000; Audit Chair $30,000; Audit Member $15,000; Compensation Chair $20,000; Compensation Member $10,000; Nominating & Governance Chair $15,000; Member $10,000; standard annual stock retainer $200,000 (historically RSUs) .
- 2024 design change: To manage equity burn/share reserve, non-employee directors received a $200,000 cash award in lieu of the normal RSU award .
- Carlyle designees compensation: Directors designated by Carlyle (including Hughes) did not receive director compensation from the Company for 2024 .
| 2024 Director Compensation – Scott H. Hughes | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Stock Awards | $0 |
| All Other Compensation | $0 |
| Total | $0 |
Performance Compensation
| Non-Employee Director Equity/Retainer Structure | 2024 Program Terms |
|---|---|
| Annual stock retainer (typical structure) | Historically RSUs; vest by next annual meeting/1-year anniversary |
| 2024 adjustment | $200,000 cash award in lieu of RSUs for all non-employee directors (to manage share reserve/burn) |
| Minimum vesting under LTIP | One-year minimum vesting for director awards under the 2019 Plan; no single-trigger CIC vesting; awards subject to clawback; no tax gross-ups |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Novolex | Private | Director | Carlyle-affiliated portfolio company oversight typical of PE designations |
| Sciens Building Solutions | Private | Director (former) | Prior role; no current public company overlap |
| Public company boards | — | — | None; reduces risk of public interlocks |
Expertise & Qualifications
- Private equity operations and portfolio management (COO role at Carlyle’s Corporate PE Americas) .
- Industrial and transportation investment experience; M&A transaction background .
- Governance exposure via Compensation Committee service at COMM .
Equity Ownership
| Holder | Common Shares | Options | RSUs/PSUs | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Scott H. Hughes | 0 | — | — | 0 | <1% |
- Director stock ownership guidelines: Non-employee directors must hold either 5x base cash retainer value or 100,000 shares; measured each Dec 31 by 30-day average price; compliance expected within 5 years of becoming subject to guidelines .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of CommScope securities; exchange-traded options also prohibited for directors/Section 16 officers .
Governance Assessment
- Committee effectiveness: Hughes’ placement on the Compensation Committee aligns with his transactional and portfolio background; the committee met 7 times in 2024 and oversees CEO compensation, equity plan administration, succession/human capital strategy—indicating substantive governance workload .
- Independence vs. affiliation: The Board deems Hughes independent under Nasdaq rules, but as a Carlyle designee under the Investment Agreement (which grants Carlyle 2 Board seats and requires Carlyle to vote for Board/compensation proposals), investors should recognize structural influence from Carlyle on governance and capital structure matters (including dividend-in-kind payments on Series A Preferred and voting commitments) .
- Compensation alignment: Hughes received no director compensation from the Company (consistent with policy for Carlyle-designated directors), removing potential cash/equity incentives from COMM and relying on Carlyle’s alignment; however, absence of personal share ownership at COMM as of March 12, 2025 may reduce direct “skin-in-the-game” alignment until guideline compliance is achieved .
- Attendance and engagement: Board/committee cadence was high (31 total meetings across Board and committees), with ≥80% attendance by all directors—supports engagement expectations .
- Shareholder signals: Say-on-pay support remained strong in 2024 (approx. 97%), while 2025 vote tallies show broad approval of proposals; Hughes’ separate-class election by Series A Preferred holders passed unanimously, consistent with the Investment Agreement framework .
- Policies: Strong anti-hedging/pledging and clawback in LTIP; majority voting and annual elections; regular executive sessions—all supportive of governance quality .
RED FLAGS to monitor: Carlyle’s continuing preferred equity position and director designation rights (influence over Board composition and votes); director’s zero disclosed common share ownership as of March 12, 2025 (alignment risk until guideline compliance); and ongoing related-party considerations tied to the Investment Agreement (e.g., dividend-in-kind and voting commitments) .