Business Context and Reporting Period
This Form 8-K is filed by Altice USA, Inc. (not Optimum Communications, Inc., which is a subsidiary brand) on March 22, 2023, reporting events occurring on March 17, 2023. The filing details the implementation of a new long-term incentive program for specific executive officers.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
Material Changes
On March 17, 2023, the Compensation Committee implemented the "2023 LTIP" under the Amended and Restated 2017 Long Term Incentive Plan. This program includes two components for three executives:
- Restricted Stock Units (RSUs): Vest in equal installments on March 1, 2024, 2025, and 2026, contingent on continued service.
- Cash Performance Awards (CPAs): Cash-denominated awards (settled in cash or shares at the Committee's discretion) vesting based on revenue and adjusted EBITDA targets for the period January 1, 2023, through December 31, 2025.
Specific grants awarded were:
- Marc Sirota (CFO): 753,769 RSUs and a CPA valued at $3,000,000.
- Michael Olsen (EVP, General Counsel): 251,256 RSUs and a CPA valued at $1,000,000.
- Colleen Schmidt (EVP, Human Resources): 157,035 RSUs and a CPA valued at $625,000.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, general outlook, or risk factors. The primary contingency noted is that vesting for both RSUs and CPAs is conditional upon the recipients continuing to provide services to the Company through the applicable vesting or certification dates. Additionally, CPA vesting is contingent on the Company achieving specific revenue and adjusted EBITDA targets.
Investor Verification Checklist
- Verify the specific revenue and adjusted EBITDA targets required for the Cash Performance Awards to vest.
- Confirm the total number of shares authorized under the 2017 Long Term Incentive Plan to assess dilution impact.
- Review the full text of the Cash Performance Award Agreement (Exhibit 10.1) for detailed performance metrics.
- Monitor future filings for actual performance results against the 2023-2025 targets.