Thomas J. Manning
CommScope Holding CompanyAbout Thomas J. Manning
Independent director of CommScope (COMM) since 2014; age 69. Manning serves on the Audit Committee and has been determined independent under Nasdaq rules; the Board further considers all Audit Committee members “audit committee financial experts.” His background spans CEO/Chair roles at Dun & Bradstreet, Cerberus Asia, and Indachin; he also taught corporate governance and related topics at the University of Chicago Law School and is currently Executive‑in‑Residence at the University of Chicago Booth School of Business. These credentials align with audit, governance, and risk oversight responsibilities on the COMM board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dun & Bradstreet | CEO (Aug 2018–Feb 2019); Chair & Interim CEO (Feb–Aug 2018) | 2018–2019 | Led director oversight and governance during leadership transition . |
| Cerberus Asia Operations & Advisory Limited | CEO | 2010–2012 | Asia private equity operations leadership . |
| Indachin Limited | CEO | 2005–2009 | Cross‑border growth/operations in Asia . |
| University of Chicago Law School | Lecturer in Law (Corporate governance, PE, US‑China, innovation) | 2012–2018 | Governance/PE subject‑matter expertise . |
| Harvard University (ALI) | Senior Fellow | 2019–2021 | Leadership/strategy focus . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| University of Chicago Booth School of Business | Executive‑in‑Residence | 2018–present | Academic/industry interface . |
| Aegis Ventures | Executive Chairman | Jan–Sep 2023 | Venture governance . |
| Cresco Labs, Inc. | Executive Chair (2020–2023); Chairman of the Board (current public co. directorship) | 2016–present | Chair; cannabis industry operator . |
| Chindata Group Holdings Ltd. | Director | 2020–2023 | Data centers . |
| Clear Media Limited | Director; Chair of Remuneration Committee | 2016–2020 | Compensation oversight . |
| Dun & Bradstreet (NYSE: DNB) | Director; Lead Director; Chair Nominating & Governance | 2013–2019 | Governance leadership . |
| iSoftStone Holdings Ltd.; AsiaInfo‑Linkage, Inc.; GOME Electrical Appliances; Bank of Communications Co., Ltd. | Director | 2004–2014 (various) | Technology/retail/financial services boards . |
Board Governance
- Committee assignment: Audit Committee member; Audit met 5 times in 2024. The Board states all Audit members are independent and designated as “audit committee financial experts,” with responsibilities covering financial reporting integrity, internal controls, auditor oversight, related‑party transaction review/approval, ERM oversight (including cybersecurity), and treasury risk policies .
- Independence status: Manning is independent under Nasdaq rules (Board majority is independent) .
- Attendance and engagement: In 2024, the Board held 15 meetings and committees held 16 meetings; all directors attended 80% or more of the meetings of the Board and committees on which they served. All directors attended the 2024 virtual annual stockholder meeting. Independent directors meet in executive session following regularly scheduled Board meetings .
- Board leadership and process: Lead Independent Director (Timothy Yates) provides counterbalance to non‑independent Chair; the Nominating & Governance Committee oversees annual Board/committee self‑evaluations and governance guidelines .
- Say‑on‑pay support: COMM received ~97% say‑on‑pay support in 2024 (and 98% in 2023), indicating broad shareholder alignment with compensation programs .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Basic cash retainer | $90,000 | Annual cash retainer . |
| Audit Committee member retainer | $15,000 | Member supplement (chair supplement is $30,000; member supplement $15,000) . |
| Annual equity retainer (typical structure) | $200,000 RSUs | Standard “Annual Stock Retainer” as RSUs; vesting over ~1 year; amount determined by grant‑date closing price . |
| 2024 equity substitution | $200,000 cash (in lieu of RSUs) | 2024 exception to manage 2019 LTIP share reserve/equity burn; all non‑employee directors received cash instead of RSUs . |
| Reported total for Manning (2024) | $305,000 | Fees earned in cash; reflects $90k + $15k + $200k substitution . |
Performance Compensation
| Element | Grant type | Metric design | Vesting | 2024 treatment |
|---|---|---|---|---|
| Annual director equity | RSUs | None (time‑based; no performance metrics) | Typically vest by next annual meeting/1‑year | Replaced by $200k cash in 2024 to conserve share pool . |
Directors do not receive performance‑based equity or cash incentives; the program is structured as cash retainers plus time‑based RSUs (except the 2024 cash substitution) .
Other Directorships & Interlocks
| Company | Listing | Role | Potential interlock/conflict relevance |
|---|---|---|---|
| Cresco Labs, Inc. | Public | Chairman of the Board (current) | No supplier/customer linkage to COMM disclosed in the proxy; not flagged under related‑party policy . |
| Prior: Dun & Bradstreet (NYSE: DNB), Chindata Group, Clear Media, iSoftStone, AsiaInfo‑Linkage, GOME, Bank of Communications | Public/Private (various) | Director/Chair roles | Historical; provides governance and global ops expertise . |
- Related‑party transactions: Audit Committee must review/approve related‑person transactions >$120k; the policy addresses independence/conflict considerations. The proxy outlines process; it does not list any Manning‑specific transactions in the cited sections .
Expertise & Qualifications
- Audit committee financial expert; financially literate with governance and risk management skills, per Board designation for Audit members .
- Governance/board leadership expertise (Lead Director/Committee Chair roles at prior public companies); CEO experience at D&B; private equity/Asia operating experience (Cerberus Asia; Indachin); academic governance roles (UChicago Law; Booth) .
- Board skills matrix highlights finance/accounting, governance, M&A/integration, IT/cyber, and risk/internal controls among board competencies (matrix provided for the Board) .
Equity Ownership
| Holder | Common stock | Options exercisable within 60 days | RSUs vesting within 60 days | PSUs vesting within 60 days | Total beneficial | % of class |
|---|---|---|---|---|---|---|
| Thomas J. Manning (Director) | 120,990 | — | — | — | 120,990 | <1% |
| Ownership policy | Requirement | Status |
|---|---|---|
| Director stock ownership guidelines | 5x base cash retainer (ex‑committee fees) or 100,000 shares | All non‑employee directors have met or are on track within 5 years of becoming subject to guidelines; Manning’s 120,990 shares exceed the 100,000‑share threshold . |
| Hedging/pledging | Prohibited for directors and officers | Company policy prohibits hedging and pledging of company securities . |
Governance Assessment
- Positives for investor confidence:
- Independent director with deep governance and CEO experience; Audit Committee financial expert designation enhances financial oversight credibility .
- Attendance: Board/committees were active (31 total meetings in 2024); all directors met the 80%+ attendance expectation; independent executive sessions after regular meetings support robust oversight .
- Alignment and risk policies: Strong ownership guidelines (≥5x retainer or 100k shares) with Manning above threshold; explicit prohibitions on hedging/pledging; majority‑independent Board .
- Shareholder support: ~97% say‑on‑pay approval in 2024 suggests alignment with compensation/governance practices .
- Watch items:
- 2024 shift to cash in lieu of equity for directors to manage share reserve; Board seeks additional shares under the 2019 LTIP, which is a neutral but notable capital allocation/governance signal regarding equity pool constraints .
- Private equity influence: two Carlyle designees on the Board; however, Manning is not a Carlyle designee and the Board remains majority independent .
- Related‑party oversight remains centralized in the Audit Committee (which includes Manning), mitigating conflict risks via pre‑approval and independence safeguards; policy clearly articulated .