Timothy T. Yates
CommScope Holding CompanyAbout Timothy T. Yates
Timothy T. Yates, 77, has served on CommScope’s Board since 2013 and has been Lead Independent Director since 2020; he is currently a member of the Audit Committee and is deemed independent under Nasdaq rules . His background spans CEO/CFO roles at Monster Worldwide (2007–2016), senior finance leadership at Symbol Technologies and Bankers Trust, and partner roles at Saguenay Capital and Cove Harbor Partners, with extensive financial, governance, and integration experience . As Lead Independent Director, he presides over executive sessions, sets agendas with the Chair/CEO, convenes independent director meetings, and engages major stockholders when needed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monster Worldwide, Inc. | CEO, CFO, EVP | 2007–2016 | Led turnaround and strategic initiatives; executive financial leadership |
| Motorola, Inc. (Enterprise Mobility) | Led integration of Symbol | 2007 | Integration leadership during post-merger transition |
| Symbol Technologies, Inc. | Independent consultant; SVP & CFO | 2005–2007 | Finance transformation; strategic advisory |
| Saguenay Capital | Partner & CFO | 2002–2005 | Boutique investment leadership; capital management |
| Cove Harbor Partners | Co-Founder & Partner | 1996–2002 | Private investment firm co-founder; deal execution |
| Bankers Trust New York Corp. | Chief Financial & Administrative Officer; senior roles | 1971–1995 | Enterprise finance, controls and governance |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Blue Goji | Director | 2014–present | Private company/non-profit board role |
| Jay Heritage Center | Director | 2019–present | Non-profit board |
| Soapply, Inc. | Director | 2021–present | Private company board |
| Seaboard Associates | Director | 1975–present | Private company board |
| Cyndx, Inc. | Director | 2017–present | Private company board |
| Other public company boards | None | N/A | No current public boards |
Board Governance
- Independence and leadership: Yates is independent and serves as Lead Independent Director, presiding over executive sessions, advising on agendas/information, liaising between independents and management, convening special meetings, and engaging major holders .
- Committee assignments: Audit Committee member; CommScope deems all Audit members “audit committee financial experts” under SEC rules and Nasdaq independence standards .
- Attendance and engagement: In 2024 the Board met 15 times and committees met 16 times; all directors attended at least 80% of their meetings and all attended the virtual annual meeting .
- Board structure: Separate Chair/CEO; Bud Watts (Chair) is not independent, which elevates LID responsibilities; two Carlyle designees serve one-year terms under the Investment Agreement .
- Risk oversight: Audit oversees ERM and cybersecurity; Nominating oversees environmental/governance; Compensation oversees human capital .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Base cash retainer | 90,000 | Standard non-employee director base |
| Lead Independent Director retainer | 30,000 | Supplemental annual cash retainer |
| Audit Committee member fee | 15,000 | Supplemental annual cash retainer |
| Annual equity retainer (RSU) | 0 | Replaced by $200,000 cash award in 2024 to manage share usage |
| Cash in lieu of RSUs | 200,000 | One-time program change for 2024 |
| Total fees earned in cash (Yates, 2024) | 335,000 | Sum of components above |
Notes
- Directors received a $200,000 cash award in lieu of the normal RSU annual grant to maintain a sustainable equity burn rate in 2024 .
- Carlyle designees do not receive director compensation from the Company .
Performance Compensation
| Item | Plan Features | 2024 Outcome |
|---|---|---|
| Director equity grants | Historically RSU retainer vesting at next annual meeting | Not granted; replaced with $200,000 cash award for all non-employee directors in 2024 |
No director-specific performance metrics (e.g., TSR or EBITDA) apply to non-employee director compensation; equity was not granted in 2024 due to share reserve management .
Other Directorships & Interlocks
| Category | Company | Role | Potential Interlock/Notes |
|---|---|---|---|
| Public company boards | None | N/A | No public interlocks disclosed |
| Private/non-profit | Blue Goji; Jay Heritage Center; Soapply; Seaboard Associates; Cyndx | Director | No disclosed related-party transactions with CommScope |
- Related-party transactions policy: Audit Committee approves any related person transaction >$120,000; certain categories pre-approved; no director may participate in approval of a transaction where they are a related person .
Expertise & Qualifications
- Audit Committee Financial Expert: Yates qualifies as an “audit committee financial expert”; Audit members meet SEC/Nasdaq independence and financial sophistication standards .
- Deep finance and governance credentials from prior CFO/CAO roles and private investment leadership .
- As LID, demonstrates governance leadership, independent oversight, and investor engagement .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % of Common Outstanding | RSUs/PSUs vesting ≤60 days | Options exercisable ≤60 days |
|---|---|---|---|---|
| Timothy T. Yates | 225,751 | ~0.104% (225,751 / 216,560,568) | None shown for directors | None shown for directors |
| Ownership Policy | Requirement | Status |
|---|---|---|
| Director Stock Ownership Guidelines | 5× base cash retainer ($450,000) or at least 100,000 shares; measured annually at Dec 31 | Company states all non-employee directors have met or are on track; Yates holds 225,751 shares, exceeding 100,000-share threshold |
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of Company shares; applies to directors and executives .
Governance Assessment
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Positives
- Lead Independent Director role enhances board independence with clear responsibilities and investor access .
- Audit Committee membership and financial expert designation strengthen oversight of financial reporting, ERM, and cybersecurity .
- Strong attendance and engagement; all directors met ≥80% attendance and attended the annual meeting .
- Stock ownership: Yates’ 225,751 shares and compliance with director ownership guidelines support alignment .
- Anti-hedging/pledging and related-party transaction controls mitigate conflict risks .
-
Watch items / red flags
- 2024 director equity retainer replaced by cash, reducing incremental equity alignment for that year; however, ownership guidelines and Yates’ existing holdings help offset this .
- Broader governance context: The Board modified performance targets for certain executive PSUs in 2024 to address business changes—appropriate for retention but can raise pay-for-performance optics; continued high say-on-pay support (97%) suggests investor acceptance .
- Carlyle’s preferred equity and board designees concentrate influence; Yates’ LID role and independence are important counterbalances .
-
Implications for investor confidence
- Yates’ LID role, audit expertise, and attendance record support board effectiveness and risk oversight.
- Equity alignment remains credible via guideline compliance despite one-year shift to cash.
- Monitor future director equity grant resumption and any changes in committee roles or related-party transactions to assess ongoing independence and alignment .