Stephen C. Gray
CommScope Holding CompanyAbout Stephen C. Gray
Independent director at CommScope since 2011; age 66. Gray is Chair of the Compensation Committee and is not a Carlyle designee; the Board has determined he is independent under Nasdaq rules . Background includes founder/chair of Gray Venture Partners, former Senior Advisor to The Carlyle Group (2018–2023; 2007–2015), former President & CEO of Syniverse, President of McLeodUSA, and leadership roles at MCI, TelecomUSA/WilTel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gray Venture Partners, LLC | Founder and Chair | 2009–present | Private investment leadership |
| The Carlyle Group | Senior Advisor | 2018–2023; 2007–2015 | Private equity advisory experience |
| Syniverse Holdings, Inc. | President & CEO | 2014–2018 | Led telecom/IT services operator |
| McLeodUSA Incorporated | President | 1992–2004 | Competitive local exchange carrier growth |
| MCI Inc. | VP, Business Services | 1990–1992 | Enterprise telecom services |
| TelecomUSA / WilTel Network Services | SVP National Accounts & Carrier Services; earlier sales mgmt | 1986–1990 | Carrier sales leadership |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| INAP Holdings, LLC | Private | Director; Chair – Compensation Committee | 2020–present |
| Ark Data Centers (f/k/a Involta) | Private | Director | 2010–present |
| Wyyerd Group, LLC | Private | Director | 2021–present |
| ImOn Communications, LLC | Private | Vice-Chair (prior) | 2007–2022 |
| HH Ventures, LLC (ReadyMobile) | Private | Chair (prior) | 2009–2020 |
| SecurityCoverage, Inc. | Private | Chair (prior) | 2005–2019 |
| Other current public company boards | Public | None | — |
Board Governance
- Independence: Board determined Gray is independent; CEO Treadway and Chair Watts are not independent .
- Committee assignments: Compensation Committee Chair (members: Gray (Chair), Hughes, Krause); the committee met 7 times in 2024 .
- Board attendance: Board met 15 times; committees met 16 times; all directors attended 80%+ of meetings; all directors attended the 2024 annual meeting .
- Board leadership: Separate Chair and CEO; Timothy T. Yates serves as Lead Independent Director; independent directors meet in executive sessions .
- Carlyle governance overlay: Carlyle holds Series A convertible preferred and designates two directors; it must vote for Board nominees, say-on-pay, equity plans, and auditor ratification while it retains designation rights .
Fixed Compensation (Director)
| Component | Policy Amount ($) | Notes |
|---|---|---|
| Basic cash retainer | 90,000 | Annual, paid quarterly |
| Compensation Committee Chair retainer | 20,000 | Chair retainer amount includes member retainer |
| Annual stock retainer | 200,000 | Typically paid as RSUs; in 2024 paid as cash to manage equity burn |
| Director | 2024 Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Stephen C. Gray | 310,000 | — | — | 310,000 |
2024 pay mix for non-employee directors: cash only (base retainer + committee retainers + $200,000 cash in lieu of RSUs) .
Performance Compensation (Director)
- Non-employee directors do not receive performance-based bonuses or options; typical equity is time-based RSUs (replaced with cash in 2024 to manage share reserve) .
Other Directorships & Interlocks
- Current public-company directorships: None .
- Notable network ties: Former Senior Advisor to Carlyle (ended 2023), while Carlyle currently has special rights at CommScope (preferred equity, two board designees, specified voting commitments). Gray is independent and not a Carlyle designee; potential perception risk given historical Carlyle affiliation .
Expertise & Qualifications
- Telecom and data infrastructure operator/CEO experience (Syniverse, McLeodUSA) and carrier/services leadership (MCI, TelecomUSA/WilTel) .
- Private equity advisory background (Carlyle) and compensation committee leadership at multiple boards (Chair at INAP; Chair of CommScope Compensation Committee) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common Outstanding | Notes |
|---|---|---|---|
| Stephen C. Gray | 120,748 | ~0.056% | 120,748 shares; 216,560,568 shares outstanding as of Mar 12, 2025 |
- Director stock ownership guideline: 5x base cash retainer (i.e., $450,000) or 100,000 shares; all non-employee directors have met or are on track to meet guidelines within five years .
- Anti-hedging/anti-pledging policy in place company-wide .
Governance Assessment
-
Positives
- Independence affirmed; long-tenured operator with relevant sector experience chairs the Compensation Committee .
- Strong board process/engagement: 15 board meetings and 16 committee meetings in 2024; 80%+ attendance by all directors; regular executive sessions and established governance policies .
- Shareholder alignment signals: robust stock ownership guidelines for directors; company prohibits hedging/pledging; recent say-on-pay support ~97% in 2024, indicating investor acceptance of pay program changes .
-
Watch items / potential red flags
- Compensation Committee actions in 2024 included: (a) mid-cycle modification of performance targets for 2022 and 2023 Core Adjusted EBITDA PSUs, which increased earned outcomes for 2022 PSUs to 69.7% of target; and (b) introduction of a sizable one-year Cash LTIP tied to strategic initiatives (CEO target $14.0M, achieved $11.65M; CFO achieved $7.2M), with payments scheduled through 2026. These design choices, while explained as transitional for retention and capital-structure priorities, may draw pay-for-performance scrutiny given magnitude and retroactive goal changes .
- Historical Carlyle affiliation (Senior Advisor through 2023) alongside Carlyle’s continuing special rights at CommScope may raise perceived independence concerns for some investors, despite the Board’s formal independence determination and the fact he is not a Carlyle designee .
Say-on-Pay context: The company reports ~97% support in 2024 (98% in 2023) after engagement and program adjustments, suggesting broad shareholder tolerance for the committee’s transitional design; continued monitoring is warranted as equity program reverts to multi-year performance shares in 2025 .