CommScope Holding Company Inc. filed SEC Form 8-K: Leadership Update
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2025, the Board of Directors of CommScope Holding Company, Inc. (the “Company” or “CommScope”) appointed Charles A. Gilstrap as Senior Vice President, Treasury, Tax & Chief Accounting Officer of the Company, effective April 1, 2025. In this role, Mr. Gilstrap will be the Company’s principal accounting officer, replacing Jennifer L. Crawford, who will resume her previous role as Segment CFO for the Company’s Connectivity & Cable Solutions segment.
Mr. Gilstrap, age 59, has served as the Company’s Senior Vice President, Tax & Treasury, since 2022. From 2020 to 2022, he served as Chief Financial Officer at ByoPlanet International, LLC. From 2016 to 2020, he served as Vice President of Finance at Accudyne Industries LLC; and, from 2013 to 2016, he served as Vice President, Tax & Treasury at Accudyne Industries. Mr. Gilstrap holds a Bachelor of Science in Accounting from Midwestern State University in Texas.
Effective as of April 1, 2025, the Compensation Committee of the Board of Directors (the “Committee”) approved an increase in Mr. Gilstrap’s base salary to $400,000 per year and an increase in his target annual bonus amount to 55% of base salary, subject to achievement of performance goals established by the Committee. Mr. Gilstrap will continue to participate in the Company’s Long-Term Incentive Plan, as described in the Company’s proxy statement, and the Committee increased his annual target award opportunity to $400,000.
Mr. Gilstrap will enter into the Company’s standard indemnification agreement, the form of which was previously filed as Exhibit 10.22 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-190354), filed with the SEC on September 12, 2013.
Mr. Gilstrap also will enter into the Company’s standard severance protection agreement for new executive officers. The initial term of his agreement will continue until December 31, 2027, and will automatically extend by one year on January 1 of each year unless the Company or Mr. Gilstrap gives notice of non-renewal at least ninety days prior to such date, except that following a change in control of the Company (as defined in the agreement) the term may not expire prior to twenty-four months after such change in control.
The severance protection agreement provides that, in the event that Mr. Gilstrap’s employment is terminated during the term (i) by the Company for any reason other than for cause, death or disability or (ii) by Mr. Gilstrap for good reason (which definition includes, among other things, a material diminution in title or duties and a material reduction in salary or target annual bonus), he will be entitled to receive accrued compensation, any bonus or incentive compensation that has been earned but not paid prior to the termination date, and each of the following:
In addition, if Mr. Gilstrap’s employment is terminated during the term and within twenty-four months following a change in control of the Company (i) by the Company by reason of his disability, (ii) by reason of his death, (iii) by the Company without cause, or (iv) by him for good reason, he will be entitled to receive a pro rata bonus for the year in which the termination date occurs, based on the actual bonus he would have been paid for such year had he remained employed through the payment of such bonus
Further, if Mr. Gilstrap’s employment is terminated by the Company other than for cause at any time prior to the date of a change in control of the Company and such termination (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a change in control of the Company or (ii) he reasonably demonstrates that such termination was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a change in control, such termination will be deemed to have occurred after a change in control for purposes of determining his termination benefits.
Payment of the termination benefits require Mr. Gilstrap to execute and not revoke a release of claims within forty-five days following his termination date and to comply with the restrictive covenants in the severance protection agreement. These covenants include confidentiality provisions and other restrictive covenants whereby Mr. Gilstrap agreed not to compete with the Company, not to recruit certain of the Company’s employees and independent contractors, and not to solicit certain of the Company’s customers, within certain areas over a period of one year following his termination date.
There are no family relationships between Mr. Gilstrap and any director or other officer of the Company or any related party transactions involving Mr. Gilstrap.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CommScope Holding Company, Inc. |
|
Date: March 31, 2025 |
|
|
|
By: |
/s/ Justin C. Choi |
|
Name: |
Justin C. Choi |
|
Title: |
Executive Vice President and Chief Financial Officer |