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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VS. PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation and the Company’s financial performance.

The following required table discloses information on “

compensation

actually paid” (referred to as “CAP” throughout this section), as defined by Item 402(v) of Regulation

S-K,

to our principal executive officer (“PEO“) and (on average) to our other NEOs

(“Non-PEO

NEOs”) during the specified years with TSR and net income financial measures, as well as a Company-selected measure of

one-year

relative TSR. The Company selected this measure as the most important in linking CAP to our NEOs for 2023 to Company performance, as relative TSR was the financial measure used for the majority of our 2021-2023 performance awards (totaling

two-thirds

of target long-term incentive awards granted to our executives for that performance cycle), as described in more detail on page 46.



									Value of Initial Fixed $100 Investment Based On:

Year (a)	Summary Compensation Table Total for PEO ($) (b) (1)		Compensation Actually Paid to PEO ($) (c) (1)(2)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) (3)		Average Compensation Actually Paid to Non-PEO NEOs ($) (e) (3)(4)		Total Shareholder Return ($) (f) (5)		Peer Group Total Shareholder Return ($) (g) (5)(6)		Net Income ($ millions) (h) (7)		One-Year Relative Total Shareholder Return Percentile Rank (%) (i) (8)

2023		$28,178,498		$57,776,736		$6,206,675		$11,216,832		$205.78		$146.98		$1,709		69.9	%

2022		$21,016,481		$19,817,153		$5,745,113		$6,254,463		$167.25		$122.01		$1,363		65.4	%

2021		$19,980,639		$86,440,713		$4,923,478		$13,731,315		$173.87		$152.27		$1,245		89.8	%

2020		$23,100,854		$24,335,560		$4,089,772		$4,567,727		$107.39		$100.63		$949		48.9	%

(1)	Gregory Q. Brown served as our PEO for the full year for each of 2023, 2022, 2021, and 2020. The amounts in columns (b) and (c) include Mr. Brown’s compensation for 2020-2023.

(2)

The dollar amounts shown in column (c) reflect “compensation actually paid” to Mr. Brown, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to Mr. Brown during the applicable years. The amounts deducted and added to the PEO’s 2023 Summary Compensation Table total in order to determine the PEO’s 2023 CAP are as follows:



PEO – Reconciliation of SCT Total to CAP Total (column (c))	2023
SCT Total		28,178,498
Less SCT Change in Present Value of Pension Plan (a)		(1,247	)
Less SCT Stock Awards (b)		(15,267,677	)
Less SCT Option Awards (b)		(6,599,930	)
Plus Pension Programs Service Cost (c)		0
Plus Pension Programs Prior Service Cost (c)		0
Plus Value of New Stock and Option Awards Granted in Current Year and Unvested as of Year End (d)		27,983,307
Plus Change in Value of Stock and Option Awards Granted in Prior Years and Unvested as of Year End (d)		22,826,501
Plus New Stock and Option Award Grants Value as of Vesting Date (d)		0
Plus Change in Value of Stock and Option Awards Granted in Prior Years as of Vesting Date (d)		657,284
Less Prior Year Value of Stock and Option Awards Forfeited or Cancelled (d)		0
Compensation Actually Paid		57,776,736

(a)

Represents the aggregate change in actuarial present value of the PEO’s benefits under all pension plans for each year, as previously reported in the applicable SCT.

(b)

Represents the aggregate grant date fair value of equity-based awards granted each year as computed in accordance with ASC Topic 718, as previously reported in the applicable SCT.

(c)

There was no service cost or prior service cost for our defined benefit pension plans because our executives who participate in those plans ceased accruing service credit under those plans when they were frozen in early 2009.

(d)

Reflects the fair value or change in fair value of equity-based awards, calculated in accordance with Regulation

S-K

Item 402(v)(2)(iii)(C).

(3)

For 2020, our

Non-PEO

NEOs included Messrs. Winkler and Molloy, and former executives Mark Hacker, Kelly Mark and Gino Bonanotte. For 2021, our

Non-PEO

NEOs included Messrs. Winkler and Molloy and Dr. Saptharishi, and former executives Mark Hacker and Kelly Mark. For 2022, our

Non-PEO

NEOs included Messrs. Winkler and Molloy and Dr. Saptharishi and former executive Mark Hacker. For 2023, our

Non-PEO

NEOs include Messrs. Winkler and Molloy, and Drs. Saptharishi and Naik.

(4)

The dollar amounts shown in column (e) reflect average CAP to our

Non-PEO

NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to our

Non-PEO

NEOs during the applicable years. The amounts deducted and added to the

Non-PEO

NEOs’ 2023 SCT total in order to determine the

Non-PEO

NEOs’ 2023 CAP are as follows:



Non-PEO NEOs (Average) – Reconciliation of SCT Total to CAP Total (column (e))	2023 Average
SCT Total		6,206,675
Less SCT Change in Present Value of Pension Plan (a)		(1,302	)
Less SCT Stock Awards (b)		(2,766,132	)
Less SCT Option Awards (b)		(1,195,720	)
Plus Pension Programs Service Cost (c)		0
Plus Pension Programs Prior Service Cost (c)		0
Plus Value of New Stock and Option Awards Granted in Current Year and Unvested as of Year End (d)		5,069,859
Plus Change in Value of Stock and Option Awards Granted in Prior Years and Unvested as of Year End (d)		3,824,495
Plus New Stock and Option Award Grants Value as of Vesting Date (d)		0
Plus Change in Value of Stock and Option Awards Granted in Prior Years as of Vesting Date (d)		78,957
Less Prior Year Value of Stock and Option Awards Forfeited or Cancelled (d)		0
Compensation Actually Paid		11,216,832

(a)

Represents the aggregate change in actuarial present value of the

Non-PEO

NEOs’ benefits under all pension plans for each year, as previously reported in the applicable SCT.

(b)

Represents the aggregate grant date fair value of equity-based awards granted each year as computed in accordance with ASC Topic 718, as previously reported in the applicable SCT.

(c)

(d)

Reflects the fair value or change in fair value of equity-based awards, calculated in accordance with Regulation

S-K

Item 402(v)(2)(iii)(C).

(5)

Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. For 2023, reflects the cumulative total shareholder return from December 31, 2019-December 31, 2023. For 2022, reflects the cumulative total shareholder return from December 31, 2019-December 31, 2022. For 2021, reflects the cumulative total shareholder return from December 31, 2019-December 31, 2021. For 2020, reflects the cumulative total shareholder return from December 31, 2019-December 31, 2020.

(6)

Reflects the market cap weighted total shareholder return of the S&P Communications Equipment Index. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P Communications Equipment Index, which is the industry peer group used for purposes of Item 201(e) of

Regulation S-K.

For a description of the separate peer group used by the Compensation and Leadership Committee, for purposes of determining compensation paid to our executive officers, refer to the section of this Proxy Statement on page 54 titled “Comparative Market Data – 2023 Peer Group.”

(7)	Reflects after-tax net income attributable to shareholders prepared in accordance with GAAP for each of the years shown. We do not use net income in our compensation programs.

(8)

Reflects the Company’s percentile rank based on

one-year

TSR relative to the S&P 500, which, for 2023, represents, in the Company’s assessment, the most important financial performance measure used to link NEO compensation actually paid to company performance for the most recently completed fiscal year. We have included

one-year

relative TSR in the table in accordance with applicable SEC guidance. However, percentile rank based on three-year TSR relative to the S&P 500 is the measure actually used in the Company’s compensation programs. The Company’s three-year percentile rank was 89th for 2023, 78

for 2022, 79

for 2021 and 88

for 2020. This three-year measure represented 55% of 2023 target total compensation for Mr. Brown and an average of 45% of 2023 target total compensation for other NEOs. For additional detail regarding the calculation of this three-year measure, refer to the section of this Proxy Statement on page 53 titled “2023 Annual Compensation Elements – Long-Term Incentives – LTI Components.”

Company Selected Measure Name

RelativeTotalShareholderReturnPercentileRank

Named Executive Officers, Footnote

For 2020, our

Non-PEO

NEOs included Messrs. Winkler and Molloy, and former executives Mark Hacker, Kelly Mark and Gino Bonanotte. For 2021, our

Non-PEO

NEOs included Messrs. Winkler and Molloy and Dr. Saptharishi, and former executives Mark Hacker and Kelly Mark. For 2022, our

Non-PEO

NEOs included Messrs. Winkler and Molloy and Dr. Saptharishi and former executive Mark Hacker. For 2023, our

Non-PEO

NEOs include Messrs. Winkler and Molloy, and Drs. Saptharishi and Naik.

Peer Group Issuers, Footnote

Regulation S-K.

PEO Total Compensation Amount

$ 28,178,498

$ 21,016,481

$ 19,980,639

$ 23,100,854

PEO Actually Paid Compensation Amount

$ 57,776,736

19,817,153

86,440,713

24,335,560

Adjustment To PEO Compensation, Footnote

(2)



PEO – Reconciliation of SCT Total to CAP Total (column (c))	2023
SCT Total		28,178,498
Less SCT Change in Present Value of Pension Plan (a)		(1,247	)
Less SCT Stock Awards (b)		(15,267,677	)
Less SCT Option Awards (b)		(6,599,930	)
Plus Pension Programs Service Cost (c)		0
Plus Pension Programs Prior Service Cost (c)		0
Plus Value of New Stock and Option Awards Granted in Current Year and Unvested as of Year End (d)		27,983,307
Plus Change in Value of Stock and Option Awards Granted in Prior Years and Unvested as of Year End (d)		22,826,501
Plus New Stock and Option Award Grants Value as of Vesting Date (d)		0
Plus Change in Value of Stock and Option Awards Granted in Prior Years as of Vesting Date (d)		657,284
Less Prior Year Value of Stock and Option Awards Forfeited or Cancelled (d)		0
Compensation Actually Paid		57,776,736

(a)

Represents the aggregate change in actuarial present value of the PEO’s benefits under all pension plans for each year, as previously reported in the applicable SCT.

(b)

Represents the aggregate grant date fair value of equity-based awards granted each year as computed in accordance with ASC Topic 718, as previously reported in the applicable SCT.

(c)

(d)

Reflects the fair value or change in fair value of equity-based awards, calculated in accordance with Regulation

S-K

Item 402(v)(2)(iii)(C).

Non-PEO NEO Average Total Compensation Amount

$ 6,206,675

5,745,113

4,923,478

4,089,772

Non-PEO NEO Average Compensation Actually Paid Amount

$ 11,216,832

6,254,463

13,731,315

4,567,727

Adjustment to Non-PEO NEO Compensation Footnote

(4)

The dollar amounts shown in column (e) reflect average CAP to our

Non-PEO

NEOs during the applicable years. The amounts deducted and added to the

Non-PEO

NEOs’ 2023 SCT total in order to determine the

Non-PEO

NEOs’ 2023 CAP are as follows:



Non-PEO NEOs (Average) – Reconciliation of SCT Total to CAP Total (column (e))	2023 Average
SCT Total		6,206,675
Less SCT Change in Present Value of Pension Plan (a)		(1,302	)
Less SCT Stock Awards (b)		(2,766,132	)
Less SCT Option Awards (b)		(1,195,720	)
Plus Pension Programs Service Cost (c)		0
Plus Pension Programs Prior Service Cost (c)		0
Plus Value of New Stock and Option Awards Granted in Current Year and Unvested as of Year End (d)		5,069,859
Plus Change in Value of Stock and Option Awards Granted in Prior Years and Unvested as of Year End (d)		3,824,495
Plus New Stock and Option Award Grants Value as of Vesting Date (d)		0
Plus Change in Value of Stock and Option Awards Granted in Prior Years as of Vesting Date (d)		78,957
Less Prior Year Value of Stock and Option Awards Forfeited or Cancelled (d)		0
Compensation Actually Paid		11,216,832

(a)

Represents the aggregate change in actuarial present value of the

Non-PEO

NEOs’ benefits under all pension plans for each year, as previously reported in the applicable SCT.

(b)

Represents the aggregate grant date fair value of equity-based awards granted each year as computed in accordance with ASC Topic 718, as previously reported in the applicable SCT.

(c)

(d)

Reflects the fair value or change in fair value of equity-based awards, calculated in accordance with Regulation

S-K

Item 402(v)(2)(iii)(C).

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Pay and Performance

The following narrative and graphical comparisons provide descriptions of the relationship between certain figures

included

in the Pay vs. Performance table for each of 2023, 2022, 2021, and 2020, including: (a) a

comparison

of each financial performance measure (TSR, net income and the Company-selected measure) and the compensation actually paid to the PEO and to the other

Non-PEO

NEOs; and (b) the relationship between the Company’s TSR and the peer group TSR.

Compensation Actually Paid vs. Net Income

Relationship Between Pay and Performance

The following narrative and graphical comparisons provide descriptions of the relationship between certain figures

included

in the Pay vs. Performance table for each of 2023, 2022, 2021, and 2020, including: (a) a

comparison

of each financial performance measure (TSR, net income and the Company-selected measure) and the compensation actually paid to the PEO and to the other

Non-PEO

NEOs; and (b) the relationship between the Company’s TSR and the peer group TSR.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid versus Company Performance

. The relationship between compensation actually paid and the Company’s financial performance over the three-year period shown in the table above is described in the following bullet points.

PEO

•

From 2022 to 2023, compensation actually paid to the CEO increased by $38.0 million or 192%. Over this same period, the Company’s TSR increased by 23%, net income increased by 25.4%, and

one-year

relative TSR percentile rank increased by 7% (from 65.4

percentile rank to 69.9

percentile rank).

•

From 2021 to 2022, compensation actually paid to the CEO decreased by $66.6 million or 77%. Over this same period, the Company’s TSR decreased by 4%, net income increased by 9.5%, and

one-year

relative TSR percentile rank decreased by 27% (from 89.8

percentile rank to 65.4

percentile rank).

•

From 2020 to 2021, compensation actually paid to the CEO increased by $62.1 million or 255%. Over this same period, the Company’s TSR increased by 62%, net income increased by 31%, and

one-year

relative TSR percentile rank increased by 84% (from 48.9

percentile rank to 89.8

percentile rank).

Non-PEO

NEOs

•

From 2022 to 2023, compensation actually paid to the

Non-PEO

NEOs increased by $5.0 million or 79%. Over this same period, the Company’s TSR increased by 23%, net income increased by 25.4%, and

one-year

relative TSR percentile rank increased by 7% (from 65.4

percentile rank to 69.9

percentile rank).

•

From 2021 to 2022, compensation actually paid to the

Non-PEO

NEOs decreased by $7.5 million or 54%. Over this same period, the Company’s TSR decreased by 4%, net income increased by 9.5%, and

one-year

relative TSR percentile rank decreased by 27% (from 89.8

percentile rank to 65.4

percentile rank).

•

From 2020 to 2021, compensation actually paid to the

Non-PEO

NEOs increased by $9.2 million or 201%. Over this same period, the Company’s TSR increased by 62%, net income increased by 31%, and

one-year

relative TSR percentile rank increased by 84% (from 48.9

percentile rank to 89.8

percentile rank).

Total Shareholder Return Vs Peer Group

Company TSR versus S&P Communications Equipment TSR.

The relationship between the Company’s TSR and the TSR of the S&P Communications Equipment Index is shown below:

Tabular List, Table

The following table lists the three financial performance measures we believe represent the most important financial performance measures we use to link executive compensation actually paid to our NEOs for 2023 to Company performance:

2023 Most Important Performance Measures

•

Relative TSR Percentile Rank

•

Stock Price

•

Non-GAAP

Operating Earnings

For more information about how we use these financial performance measures in our compensation programs, see the section of this Proxy Statement titled “Compensation Discussion and Analysis” beginning on page 36.

Total Shareholder Return Amount

$ 205.78

167.25

173.87

107.39

Peer Group Total Shareholder Return Amount

146.98

122.01

152.27

100.63

Net Income (Loss)

$ 1,709,000,000