Exhibit 97.1
CommScope Holding Company, Inc.
Compensation Recovery Policy
1.1 CommScope Holding Company, Inc. (the “Company”) has adopted this Policy in accordance with the applicable listing standards of Nasdaq and Rule 10D-1 under the Exchange Act, which require listed companies to adopt and comply with a compensation recovery (“clawback”) policy. To the extent this Policy is in any manner deemed inconsistent with such listing standards, this Policy shall be treated as retroactively amended to be compliant with such listing standard.
1.2 The effective date of this Policy is October 2, 2023 (the “Effective Date”).
1.3 Each Executive Officer and Other Covered Person (as defined herein) shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Appendix A.
1.4 This Policy replaces the Compensation Recoupment Policy that was effective as of January 1, 2019 (the “Prior Policy”). The Prior Policy shall continue to apply to any “Equity Incentive Award” and “Non-Equity Incentive Award” (as such terms are defined in the Prior Policy) that are Received prior the Effective Date of this Policy.
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Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation Received on or after the Effective Date.
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5.1 If the requirement to recover Erroneously Awarded Compensation is triggered under this Policy, then in addition to the Erroneously Awarded Compensation to be recovered under this Policy, the Committee may, to the extent it deems appropriate under the circumstances, recover from the Executive Officers, former Executive Officers, or Other Covered Persons all or a portion of the equity awards that constitute Service-Based Compensation (each, a “Service-Based Equity Award”) that were granted, vested, exercised, or paid to such persons during the relevant periods described in Subsection 3.1.
5.2 The Committee shall have discretion as to (i) whether to seek to recover Service-Based Equity Awards from the Executive Officers, former Executive Officers, or Other Covered Persons, (ii) the amount of the Service-Based Equity Awards to be recovered, and (iii) the method of recovering any such Service-Based Equity Award. In exercising such discretion, the Committee may take into account such considerations as it deems appropriate, including whether the Accounting Restatement was caused or contributed to by the fraud, willful misconduct or gross negligence of the Executive Officer, former Executive Officer, or Other Covered Person and whether the assertion of a claim may violate applicable law or prejudice the interests of the Company in any related proceeding or investigation.
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APPENDIX A
CommScope Holding Company, INC.
ACKNOWLEDGEMENT OF
Compensation RECOVERY POLICY
By my signature below, I acknowledge and agree that:
• I have read and received the CommScope Holding Company, Inc. Compensation Recoupment Policy (the “Policy”) and am fully bound by and subject to the terms of the Policy (as it may be amended, restated, supplemented or otherwise modified from time to time); and
• In the event of any inconsistency between the Policy and the terms of any agreement to which I am a party, or the terms of any compensation plan, program, policy or arrangement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern; and
• I will abide by all of the terms of the Policy during and after my employment with the Company, including, without limitation, by promptly repaying or returning to the Company any Erroneously Awarded Compensation (as defined in the Policy) or other applicable amounts to the extent required by, and in a manner consistent with, the Policy.
Signature:
Name (printed):
Date:
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Exhibit 97.1
APPENDIX B
Examples of Incentive-Based Compensation
Examples of compensation that constitutes Incentive-Based Compensation for purposes of this Policy include, but are not limited to, the following:
Examples of compensation that does not constitute Incentive-Based Compensation for purposes of this Policy include the following:
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