DEF 14A of ADTRAN Holdings, Inc., Mar 27, 2024

DEF 14A of ADTRAN Holdings, Inc.

Filed Mar 27, 2024 · FY20230001193125-24-078306

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Our Board of Directors

    Our Board of Directors Our Board of Directors currently consists of eight members. The Board has nominated Thomas R. Stanton, H. Fenwick Huss, Gregory J. McCray, Balan Nair, Brian Protiva, Jacqueline H. Rice, Nikos Theodosopoulos and Kathryn A. Walker for election as directors at the 2024 Annual Meeting. Each of these individuals currently serves as a director. In July 2022, the Company completed a business combination pursuant to which ADTRAN, Inc. and Adtran Networks SE, a company organized and existing under the laws of Germany (“Adtran Networks,” formerly ADVA Optical Networking SE), became subsidiaries of the Company (the “Business Combination”). Each of Messrs. Stanton, Huss, McCray and Nair and Mses. Rice and Walker, the directors of ADTRAN, Inc., was elected to the Board of the Company, as the successor issuer to ADTRAN, Inc. In connection with the Business Combination, each of Brian Protiva and Nikos Theodosopoulos was elected to the Company’s Board, and Mr. Protiva was named Vice Chairman of the Board. The skills that these new directors bring to the Board are instrumental to our achievement of synergies and global strategy going forward. References in this Proxy Statement to “Adtran,” the “Company,” “we,” “our” and “us” refer to ADTRAN, Inc. prior to the Business Combination and to ADTRAN Holdings, Inc. following the Business Combination. If elected as a director at the Annual Meeting, each of the nominees would serve a one-year term expiring at the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. There are no family relationships among the directors, director nominees or the executive officers. Pursuant to the Company’s Director Resignation Policy, each of the director nominees is deemed to have agreed to promptly tender to the Chairman of the Board of Directors an irrevocable contingent resignation in the event that such director fails to receive a sufficient number of votes for re-election (a “majority against vote”). If any director nominee receives a majority against vote at the Annual Meeting, the Nominating and Corporate Governance Committee of the Board of Directors will recommend to the Board, and the Board will determine, whether to accept or reject the resignation tendered by such individual. Following the Board’s decision, the Company will file a Current Report on Form 8-K with the SEC in order to disclose the decision and, if applicable, the Board’s reasoning for rejecting the tendered resignation. Our Bylaws provide that our Board consists of a single class of directors and that the terms of office of the directors is one year from the time of their election until the next annual meeting of stockholders and until their successors are duly elected and qualified. In addition, our Bylaws provide that, in general, vacancies on our Board may be filled by a majority of directors in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Our Bylaws provide that the exact number of directors will be fixed from time to time by our Board pursuant to a resolution adopted by a majority of the whole Board. Our Board of Directors seeks to ensure that the Board is composed of members whose experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and the laws and stock exchange rules that govern its affairs. We have no minimum qualifications for director candidates. In general, however, our Board will review and evaluate both incumbent and potential new directors in an effort to achieve diversity of skills and experience among our directors so that our Board has an effective mix of technical, financial, operating and management experience. Our Board has adopted corporate governance principles to guide the Company and the Board on various governance matters, and these principles task the Nominating and Corporate Governance Committee of the Board with establishing criteria for the selection of potential directors, taking into account the following desired attributes:

  3. Our Board of Directors

    | • Leadership | • Business experiences | | • Independence | • Industry knowledge | | • Interpersonal skills | • Diversity of viewpoints | | • Financial acumen | |

  4. Our Board of Directors

    We believe that our Board should be comprised predominantly of independent directors from diverse backgrounds external to the Company, but should nevertheless include the insight and judgment of our senior management. Our Board has no specific requirements regarding diversity but believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. Our Board is currently 25% female, 38% ethnically diverse, and 63% female or ethnically diverse. The following diversity statistics are reported in the standardized disclosure matrix that is required by the listing rules of the Nasdaq Stock Market (“Nasdaq”):

  5. Our Board of Directors

    | Board Diversity Matrix (as of March 27, 2024) | | | | | | Board Size: | | | | | | Total Number of Directors: 8 | | | | | | Gender: | Female | Male | Non-Binary | Gender Undisclosed | | Number of Directors Based on Gender Identity | 2 | 6 | — | — | | Number of Directors Who Identify in Any of the Categories Below: | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or American Indian | — | — | — | — | | Asian | — | 2 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 3 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | | | — | | | Demographic Background Undisclosed | | | — | |

  6. Our Board of Directors

    In assessing the experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and Board to conclude that each director has the appropriate qualifications to serve as a director of the Company, the Board focused on the information discussed in each of the director nominees’ individual biographies set forth on pages 10 to 13 of this Proxy Statement. In evaluating the suitability of the director nominees for re-election, our Nominating and Corporate Governance Committee also considered the director’s past performance, including attendance at meetings and participation in and contributions to the activities of the Board and its committees, as applicable.

  7. Information Regarding the Nominees for Director

    Information Regarding the Nominees for Director Set forth below is certain information regarding the eight nominees for director, including their ages, principal occupations or employment for at least the past five years, the length of their tenure as directors, and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director is set forth below. The stock ownership with respect to each director nominee is set forth in the Security Ownership of Certain Beneficial Owners and Management table on page 6. THOMAS R. STANTON, age 59, was named our Chief Executive Officer in September 2005 and named Chairman of the Board in 2007. He has also served as Chief Executive Officer and Chairman of the Board of ADTRAN International, Inc., a subsidiary of the Company formerly known as ADTRAN Asia-Pacific, Inc., since September 2005. He is also the Chief Executive Officer of Adtran Networks and a member of its management board. Mr. Stanton joined Adtran in 1995 as Vice President of Marketing for the Carrier Networks (“CN”) Division. Since that time, he has held a number of senior management positions within the Company, including Senior Vice President and General Manager of the CN Division. Prior to joining Adtran, he served as Vice President of Marketing and Engineering at Transcrypt International and held several senior management positions with E. F. Johnson Company. Mr. Stanton has served on the board of directors of a number of technology companies and is a past chairman of the board for both the Federal Reserve Bank of Atlanta’s Birmingham Branch and the Telecommunications Industry Association. He has also served on the board of Cadence Bank (NYSE: CADE), formerly BancorpSouth Bank, since October 2015, and he is a director of the Economic Development Partnership of Alabama. In addition, Mr. Stanton previously served as a director of the Huntsville Chamber of Commerce and the Telecommunications Industry Association. Mr. Stanton holds a Bachelor of Science degree in Computer Engineering from Auburn University. Mr. Stanton has been a member of our Board since September 2005. Mr. Stanton has been selected as a nominee for director because he is our Chief Executive Officer and has extensive knowledge of all facets of our Company and extensive experience in all aspects of our industry. H. FENWICK HUSS, age 73, served as the Willem Kooyker Dean of the Zicklin School of Business at Baruch College, a senior college of The City University of New York, from July 2014 to December 2022. He also served as a tenured Professor in Baruch’s Stan Ross Department of Accountancy. He previously served as Dean of the J. Mack Robinson College of Business at Georgia State University from 2004 to 2014. Prior to his appointment as Dean, Dr. Huss was Associate Dean from 1998 to 2004 and Director of the School of Accountancy at Georgia State from 1996 to 1998, and on the faculty since 1989. He also served on the faculty of the University of Maryland as an assistant professor from 1983 to 1989 and is a visiting professor at the Université Paris 1 Pantheon-Sorbonne. Dr. Huss has been a member of our Board since October 2002 and has served as our Lead Director since May 2015. Dr. Huss has been selected as a nominee for director because he brings the point of view of academia and, in particular, the information and new concepts that develop in the business school environment. Dr. Huss also has extensive experience and knowledge of financial accounting and corporate finance and management experience in the academic environment. GREGORY MCCRAY, age 60, is an experienced executive with more than 30 years of business, marketing, sales, engineering, operations, mergers and acquisitions, management and international experience in the communications technology industry. Since June 2018, Mr. McCray has served as the Chief Executive Officer of FDH Infrastructure Services (“FDH”), an engineering and science company that monitors, inspects, designs and performs structural analysis for infrastructure assets utilizing wireless monitoring devices and patented non-destructive testing techniques. During his career, Mr. McCray has served in a number of management and executive roles, including CEO of Access/Google Fiber in 2017; CEO of Aero Communications Inc., which provides installation, services and support to the communications industry, from 2013 to 2016; CEO of Antenova, a developer of antennas and radio frequency modules for mobile devices, from 2003 to 2012; Chairman and CEO of Piping Hot Networks, which brought broadband fixed wireless access equipment to market, from 2001 to 2002; and Senior Vice President of customer operations at Lucent Technologies from 1996 to 2000, where he managed the Customer Technical Operations Group for Europe, the Middle East and Africa. Mr. McCray currently serves on the board of directors of FDH; FreeWave Technologies; DigitalBridge Group, Inc. (NYSE: DBRG), where he serves as chairman of the Compensation Committee and a member of the Nominating & Corporate Governance Committee; and Belden Inc. (NYSE: BDC), where he serves as a member of the Finance and Nominating and Corporate Governance Committees. Mr. McCray served as a director of CenturyLink, Inc. (NYSE: CTL), the third largest network operator in America, from January 2005 to February 2017, where he served as chairman of the Cyber Security & Risk Committee from 2015 to 2017. Mr. McCray holds a Bachelor of Science degree in Computer Engineering from Iowa State University and a Master of Science degree in Industrial & Systems Engineering from Purdue University. He has also completed executive business programs at the University of Illinois, Harvard, and INSEAD. Mr. McCray has been a member of our Board since May 2017. Mr. McCray has been selected as a nominee for director because of his extensive experience as an executive and senior manager in the telecommunications and technology industries during the course of his career, as well as his experience as a director of publicly-held companies. BALAN NAIR, age 57, has served as President and Chief Executive Officer of Liberty Latin America Ltd. (NASDAQ: LILA) since 2018. Liberty Latin America is an integrated telecommunications company, focused on the Caribbean Islands and Latin America. Mr. Nair is an experienced and proven business executive with more than 20

  8. Information Regarding the Nominees for Director

    years in the telecommunications industry. He has been a part of the Liberty family of companies since 2007, when he joined Liberty Global plc (NASDAQ: LBTYA) as its Senior Vice President and Chief Technology Officer. He most recently served as Executive Vice President and Chief Technology and Innovation Officer from 2007 to 2017. In this role, he was responsible for overseeing Liberty Global’s worldwide network, as well as Technology and Innovation operations, including Product Development, IT, Network Operations, Mobile Operations and Global Supply Chain functions. He was also responsible for Corporate Strategy and Venture Investments. Mr. Nair was an executive officer of Liberty Global and sat on Liberty Global’s Executive Leadership Team and the Investment Committee. Before joining Liberty Global, Mr. Nair served as Chief Technology Officer and Executive Vice President of AOL LLC, a global web services company. Prior to his role at AOL LLC, he spent more than 12 years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair has a long history of working in the telephone, web world, and cable and media industries. He has served on the board of directors of Charter Communications, Inc. (NASDAQ: CHTR), a leading cable operator in the United States, since 2013, and on the board of Liberty Latin America since December 2017. He graduated from Iowa State University with a Bachelor of Science degree in Electrical Engineering and a Master of Business Administration degree. Mr. Nair holds a patent in systems development and is a Licensed Professional Engineer in Colorado. Mr. Nair has been a member of our Board since February 2007. Mr. Nair has been selected as a nominee for director because he has extensive experience with the technologies that influence our industry and our markets and because he has management experience, particularly managing technical personnel, as well as his experience as a director of a publicly-held company. BRIAN PROTIVA, age 59, has served as an executive of Egora Ventures AG, an investment company in Munich, Germany, since October 2023. Additionally, he led Adtran Networks as Chief Executive Officer since co-founding the company in 1994 through August 31, 2022. As the CEO, he was responsible for Adtran Networks’ overall strategy, M&A and human resources and he led every department at some point during his tenure. He fully retired as an employee of Adtran Networks on December 31, 2022. Prior to co-founding and leading Adtran Networks, Mr. Protiva served as the managing director of a holding company, AMS Electronics GmbH which he converted into Egora Holding GmbH, where he also co-managed a number of its subsidiaries. In addition, Mr. Protiva has served as a member of the board of directors of AMS Technologies AG since 2013. Mr. Protiva has served as Vice Chairman of our Board since the closing of the Business Combination in July 2022. Mr. Protiva has been selected as a nominee for director because of his 30 years of experience in the networking industry combined with his leadership skills in building Adtran Networks into a market leading optical networking company. JACQUELINE H. (JACKIE) RICE, age 51, has served as General Counsel and Corporate Secretary of MillerKnoll, Inc. (NASDAQ: MLKN), a design and manufacturing company that researches, designs and manufactures interior furnishings for use in various environments, including residential, office, healthcare and educational settings, since February 2019. Previously, she served as Principal of RH Associates, a global consulting firm providing legal, risk and compliance advisory services for clients across all industries and geographies, from January 2018 to January 2019. From 2014 to 2017, Ms. Rice served as Target Corporation’s (NYSE: TGT) Executive Vice President and Chief Risk and Compliance Officer with responsibility for enterprise and vendor risk, corporate security and corporate compliance and ethics. Prior to joining Target, she served as Chief Compliance Officer and legal counsel of General Motors (NYSE: GM) from 2013 to 2014 and Executive Director, Global Ethics and Compliance of General Motors from 2010 to 2013. Ms. Rice has served on the board of directors of the Michigan West Coast Chamber of Commerce since October 2021. Ms. Rice graduated from the University of Detroit Mercy School of Law, where she was editor-in-chief of the Law Review, and she obtained her undergraduate degree from James Madison College at Michigan State University. Ms. Rice has been a member of our Board since August 2016. Ms. Rice has been selected as a nominee for director because of her legal background and her experience with governance, compliance, ethics and risk management for large, publicly-held corporations. NIKOS THEODOSOPOULOS, age 61, served as chairman of the supervisory board of Adtran Networks from January 2015 until August 2022. He currently serves on the board of directors of Hercules Capital, Inc. and previously served on the boards of Arista Networks from March 2014 to June 2023 and Harmonic Inc. from March 2015 to August 2022. Since August 2012, Mr. Theodosopoulos has served as an independent director, advisor and consultant in the technology and financial services industries through his advisory firm, NT Advisors LLC. From 1994 through 2022, he was an equity research analyst, primarily at UBS Group AG, covering the technology sector, where he eventually served as Managing Director, Global Technology Strategist and Technology Sector Head of U.S. Equity Research. Prior to his career in investment banking, he spent 10 years at AT&T Network Systems and Bell Laboratories. He holds a Master in Business Administration from New York University, a Master of Science from Stanford University, and a Bachelor of Science from Columbia University. Mr. Theodosopoulos has been a member of our Board since the closing of the Business Combination in July 2022. Mr. Theodosopoulos has been selected as a nominee for director because of his experience in the technology industry and his vast public board experience, including Chairman, Audit Committee Chair, and Compensation Committee Chair roles. KATHRYN A. WALKER, age 64, has more than 30 years of experience in the communications industry. Since 2009, she has served as a managing director for OpenAir Equity Partners, a venture capital firm focusing on the wireless, communications and mobile Internet sectors. In addition, Ms. Walker is serving concurrently as Chief Technology Officer at Main Street Data, an agriculture data science company founded by OpenAir Equity Partners. Prior to joining OpenAir Equity Partners, Ms. Walker worked in a variety of roles at various subsidiaries of Sprint Corporation from 1985 to 2009, culminating in the position of Chief Information and Chief Network Officer at Sprint Nextel Corporation. She currently serves on the Council of Trustees at South Dakota State University and as a director of the Kummer Foundation at the Missouri University of Science and Technology. Ms. Walker also was elected to the National Association of Corporate Directors’ Directorship 100 in 2021 in recognition of her corporate governance expertise. Ms. Walker has been a member of our Board since May 2014. Ms. Walker has been selected as a nominee for director because she has extensive experience with the technologies that influence our industry and our markets. She also possesses governance expertise and management experience, particularly managing technical personnel.

  9. Process for Stockholders to Recommend Director Nominees

    Process for Stockholders to Recommend Director Nominees As provided in its charter, the Nominating and Corporate Governance Committee will consider potential director candidates submitted by stockholders. To recommend a nominee, a stockholder should write to the Nominating and Corporate Governance Committee at ADTRAN Holdings, Inc., Attn: Corporate Secretary, 901 Explorer Boulevard, Huntsville, Alabama 35806 (for overnight delivery) or at P.O. Box 140000, Huntsville, Alabama 35814-4000 (for mail delivery). Any recommendation must include:

  10. Process for Stockholders to Recommend Director Nominees

    | • | the name and address of the nominee; |

  11. Process for Stockholders to Recommend Director Nominees

    | • | all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |

  12. Process for Stockholders to Recommend Director Nominees

    | • | a brief biographical description, including his or her occupation for at least the last ten years, and a statement of the qualifications of the nominee, taking into account the criteria set forth above; and |

  13. Process for Stockholders to Recommend Director Nominees

    | • | the nominee’s signed consent to be named in any proxy statement if nominated and to serve as a director if elected. |

  14. Process for Stockholders to Recommend Director Nominees

    The Corporate Secretary will promptly forward these materials to the Chair of the Nominating and Corporate Governance Committee and the Chairman of the Board. The Nominating and Corporate Governance Committee may contact a recommended candidate to request additional information about the candidate’s independence, qualifications and other information that would assist the Committee in evaluating the candidate. The Charter of the Nominating and Corporate Governance Committee and the Company’s Corporate Governance Principles set forth factors that the Board and the Nominating and Corporate Governance Committee may consider in evaluating a director nominee, regardless of the recommending party. In addition to submitting nominations in advance to the Nominating and Corporate Governance Committee for consideration, a stockholder also may nominate persons for election to the Board of Directors in person at a stockholders meeting. Section 3.4 of the Company’s Bylaws provides for procedures pursuant to which stockholders may nominate a candidate for election as a director of the Company. Furthermore, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that complies with the informational and timing requirements of Rule 14a-19 under the Exchange Act to comply with the SEC’s universal proxy rules, in addition to satisfying the requirements under our Bylaws. The chairperson of the meeting shall have the power to determine and declare to the meeting whether or not a nomination was made in accordance with the procedures set forth in our Bylaws and, if the chairperson determines that a nomination is not in accordance with the procedures set forth in the Bylaws, to declare that the defective nomination will be disregarded. A copy of our Bylaws is available in the “Corporate Governance” section of our website at https://investors.adtran.com. Printed copies of the Bylaws may also be obtained at no charge by writing to the Corporate Secretary at ADTRAN Holdings, Inc., Attn: Corporate Secretary, 901 Explorer Boulevard, Huntsville, Alabama 35806.

  15. Compensation Philosophy

    | • | align the incentive compensation program with the Company’s financial results and long-term stockholder returns; |

  16. Overview of Executive Compensation Program

    | | Compensation Element | Type | Description | Linkage to Stockholder Value | Specifications | | Fixed | Base Salary | Cash | • Short-term fixed compensation • Reviewed annually and adjusted as appropriate | • Required to attract and retain talented personnel • Predicated on responsibility, skills and experience | • The Compensation Committee approved increases in NEO base salaries between 0% and 12.5% (excluding the NEOs whose compensation is set by the Adtran Networks supervisory board). • The Committee approved temporary base salary reductions in December 2023 as part of the Business Efficiency Program. | | Performance- Based (Cash and Equity) | Short-Term Cash Incentives | Cash | • Short-term variable compensation • Based on performance against short-term financial and strategic objectives | • Incentive targets tied to key Company performance measures • Drives management to achieve corporate and individual goals | • 2023 cash awards were based on quarterly and half-year corporate goals. • Additionally, Mr. Wilson was eligible to earn a sales incentive payment. | | | Market-Based Performance Stock Units | Equity | Long-term three-year cliff vesting award with payout based on relative performance compared to peer group | • Performance based on TSR ranking compared to peers • Drives management to out-perform our market segment | 2023 awards were eligible to be earned based on TSR performance compared to industry index. | | | Performance-Based Performance Stock Units | Equity | Long-term equity award with payout based on achievement of the Company’s 3-year strategic plan objectives | • Incentive targets tied to profitability objectives in the 3-year strategic plan • Drives management to achieve the longer-term plan | 2023 Long-Term Financial Plan awards were based on performance measured against the 3-year strategic plan for Adjusted EBIT growth. | | | Integration Awards | Cash and Equity | Combination of cash bonus award and performance-based PSUs based on achievement of cost savings targets | • Incentivizes achievement of cost savings and expected synergies following the Business Combination • Cash award only eligible to be earned once threshold synergy level is achieved | Participants are eligible to earn the integration awards based on performance from the grant date through December 31, 2024. | | Retention Equity | Time-Based Restricted Stock Units | Equity | Annual award of time-based equity | • Value realized directly aligned with share price performance • Drives ownership mentality and encourages retention | 2023 time-based awards vest over a 4-year period, subject to continued service to the Company. | | | Stock Options | Equity | Equity award granted in special circumstances | Incentivizes management to achieve share price growth | One-time award to one NEO in connection with his temporary salary reduction, and vests over a 2-year period. |

  17. Role of the Compensation Committee and Management

    Role of the Compensation Committee and Management Under our Compensation Committee’s Charter, the Compensation Committee has the power and duty to discharge our Board’s responsibilities related to compensation of our executive officers, within guidelines established by the Board. The Compensation Committee reviews and approves compensation, including base salary, annual incentive awards and equity awards, for the Chief Executive Officer and our other executive officers. The Compensation Committee also makes recommendations to the Board regarding our incentive compensation plans and equity plans and approves equity grants. The Committee has the authority to review and approve annual performance goals and objectives for our Chief Executive Officer and to set his compensation based on an evaluation of his performance conducted by the Board under the direction of the Lead Director. The Committee is also responsible for reviewing and approving executive officers’ compensation and establishing performance goals related to their compensation. At the beginning of each calendar year, our Compensation Committee establishes the structure of the Company’s incentive compensation programs for the current year, including setting the performance goals for the Variable Incentive Cash Compensation (the “VICC”) programs and the standards for measuring achievement of those goals, approves any increases in executive salaries or other compensation, approves the annual equity grants, and recommends plan changes, if any, for submission to our stockholders at the annual meeting. Mid-year, the Compensation Committee generally reviews our compensation programs and makes recommendations to the Board regarding outside director compensation and, as necessary throughout the year, approves any equity awards and/or compensation for newly hired or promoted executives. In fulfilling its fiduciary duties pertaining to the Company’s employee retirement benefit plans, our Compensation Committee considers the information and advice it receives from a committee of Company personnel it established, chaired by the Chief Financial Officer, which reviews and monitors the performance of retirement plan investments and assets, the performance and fees of the Company’s retirement plan custodians and administrators, and the recommendations of third-party registered fiduciary advisors of our benefits plans, a process which includes quarterly meetings with these third parties. Adtran Networks has a similar committee with employee representation responsible for overseeing such entity’s benefit and retirement plans. Our Chief Executive Officer works closely with the Compensation Committee to maintain an open dialogue regarding the Compensation Committee’s goals, progress towards achievement of those goals and expectations for future performance. The Chief Executive Officer updates the Compensation Committee regularly on results and various compensation issues. Our Chief Executive Officer also provides the Committee, and in particular, the Committee Chair, with recommendations regarding compensation for our executive officers other than himself. The Compensation Committee considers the recommendations from the Chief Executive Officer when approving pay changes for executives other than the Chief Executive Officer. The Compensation Committee has delegated to the Chief Executive Officer the authority to approve the base salaries and incentive compensation of non-executive employees, as well as equity grants to such individuals, subject to pre-approved limits and terms and conditions. In part because the Chief Executive Officer works closely with the Committee throughout the year, the Committee is in a position to evaluate his performance and make its own determinations regarding appropriate levels of compensation for the Chief Executive Officer.

  18. Role of the Compensation Consultant

    Role of the Compensation Consultant Our Compensation Committee has the authority to retain and terminate any outside advisors, such as compensation consultants. Starting in 2022, the Committee engaged Pay Governance LLC, an independent compensation consultant, at various times to provide information and analysis of our executive compensation in the context of the telecom industry and our peer companies in the industry and to present this information with possible modifications to our compensation of executives and directors for the Committee’s consideration. The Committee has worked with Pay Governance to develop a peer group of companies that is of similar size in market capitalization and revenues and representative of the marketplace within which the Company competes in terms of products, services and executive and managerial talent. The Company used the peer group below in connection with determining the 2023 compensation arrangements of our NEOs:

  19. Role of the Compensation Consultant

    | • Calix, Inc. | • Lumentum Holdings, Inc. | | • Casa Systems, Inc. | • MACOM Technology Solutions Holdings, Inc. | | • Ciena Corporation | • Methode Electronics, Inc. | | • Comtech Telecommunications Corp. | • NETGEAR, Inc. | | • Extreme Networks, Inc. | • NetScout Systems, Inc. | | • Fabrinet | • OSI Systems, Inc. | | • Harmonic Inc. | • Ribbon Communications Inc. | | • Infinera Corporation | • Viavi Solutions, Inc. |

  20. Role of the Compensation Consultant

    The Compensation Committee believes comparison to these companies is appropriate, given the limited number of comparable companies and direct competition with these peers for executive talent. The Compensation Committee also references various peer, industry and market compensation data when evaluating the appropriateness of the Company’s compensation program, including the compensation arrangements of our NEOs. The Compensation Committee reviews the types of services provided by Pay Governance and all fees paid for those services on a regular basis. Neither Pay Governance nor any of its affiliates provided additional services to the Company or any of its affiliates in 2023, other than the advice provided by Pay Governance to the Compensation Committee on director compensation and the advice provided to the Company on pension plan management, company insurance and employee health insurance. As required by rules adopted by the SEC under the Dodd-Frank Act, the Compensation Committee assessed all relevant factors and determined that the work of Pay Governance did not raise any conflict of interest in 2023. In making this determination, the Compensation Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act.

  21. Benchmarking and Individual Considerations

    Benchmarking and Individual Considerations The Company reviews compensation data for similar positions from Proxy peers, as well as from the telecom and networking industry and the broader general industry. We generally seek to provide our executives with base salaries and target bonus and long-term incentive opportunities that are positioned around the median of competitive practice in order to assist in attracting and retaining talented executives and to further motivate and reward our NEOs for sustained, long-term improvements in the Company’s financial results and the achievement of long-term business objectives. We recognize, however, that benchmarking may be subject to variation from one year to the next. As a result, we also use Company and individual performance in determining the appropriate compensation opportunities for our NEOs. Our Compensation Committee focuses on establishing and maintaining a compensation structure that is internally consistent and provides appropriate compensation for our executives in relation to one another. Consequently, the Compensation Committee does not focus on any particular benchmark to set executive compensation. Instead, we believe that a successful compensation program requires the application of judgment and subjective determinations based on the consideration of a number of factors. These factors include the following:

  22. Benchmarking and Individual Considerations

    | • | the scope and strategic impact of the executive officer’s responsibilities, including the importance of the job function to our business; |

  23. Benchmarking and Individual Considerations

    | • | our past financial performance and future expectations; |

  24. Benchmarking and Individual Considerations

    | • | the performance and experience of each individual; |

  25. Benchmarking and Individual Considerations

    | • | past salary levels of each individual and of the officers as a group; |

  26. Benchmarking and Individual Considerations

    | • | each individual’s unique capabilities and/or skill set; |

  27. Benchmarking and Individual Considerations

    | • | the need to provide motivation to officers that is in alignment with stockholder interests, both short and long-term; and |

  28. Benchmarking and Individual Considerations

    | • | for each executive officer, other than the Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer. |

  29. Benchmarking and Individual Considerations

    The Compensation Committee does not assign relative weights or rankings to these factors. Our allocation of compensation between cash and equity awards, our two principal forms of compensation, is based upon our historical practice and our evaluation of the cost of equity awards, as discussed in more detail below. An important part of this evaluation is the Committee’s consideration of the goals of the several initiatives undertaken in the execution of the Company’s business plan and each executive’s past and expected future contributions toward those goals at the time of setting executive compensation packages.

  30. Risk Assessment

    Risk Assessment The Compensation Committee has evaluated the Company’s compensation program, plans and practices for all of its employees as they relate to risk management and risk-taking initiatives to ascertain if they serve to incent risks which are “reasonably likely to have a material adverse effect” on the Company. As a result of this process, the Compensation Committee concluded and informed the Board of Directors that any risks arising from these programs, plans and practices are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee has attempted to establish compensation programs that value current goals along with long-term growth. While the use of short-term cash incentive opportunities creates the potential for short-term risk-taking, the Committee believes that this risk is more than offset by the fact that a short-term cash incentive is only one of three primary elements of the overall compensation program and has governance features that are aligned with market best practice (e.g., maximum payout opportunity of 200% of target). Additionally, the Committee has the ability to utilize discretion to reduce the amount of a cash incentive award if an executive officer takes unnecessary risks. The Committee has concluded that the two other primary elements of our total compensation program – base salaries and long-term equity awards – are either risk neutral or help lower risk. Annual salaries are based on a number of factors, including the individual’s position and responsibility within our Company and performance in that position. The longer-term equity awards incentivize executives to focus on improving the Company and its operations rather than taking risks for short-term gain.

  31. Stockholder Outreach and Response

    | What we heard | What we have done in response | When effective | | Need more performance-based grants than time-based grants | Increased performance-based component of CEO’s annual LTI award | 2023 | | TSR should be above median to receive target payout for market-based PSUs | Increased relative TSR percentile rank from 50th to 55th percentile to receive target payout | 2024 | | There should be a cap on payout when TSR is negative but ahead of peers | Implemented a cap to limit payouts when absolute TSR is negative | 2024 | | Modify equity incentive plan to provide for double-trigger vesting upon a change of control | Require double-trigger vesting for all officers and employees | 2024 (1) | | Consider multiple metrics for future long-term awards | The Committee decided not to add an additional metric to the long-term incentive plan at this time as the current design already includes multiple metrics (Adjusted EBIT and relative TSR). | — |

  32. Stockholder Outreach and Response

    | (1) Implemented for all non-CEO employee grants. The CEO’s Employment Agreement previously provided for double-trigger vesting. |

  33. Elements of 2023 Executive Compensation

    Elements of 2023 Executive Compensation Our executive compensation program consists of base salary; short-term cash incentives, including those under our VICC program, a sales incentive arrangement for our Chief Revenue Officer, and occasional one-time performance bonuses for certain executives; and long-term equity incentives in the form of time-based and performance-based equity. Historically, the Compensation Committee has granted time-based RSUs that vest ratably over four years and market-based PSUs that the NEOs are eligible to earn based on Company performance over a three-year performance period (collectively, the “Annual Equity Awards”). Additionally, in 2023, the Compensation Committee continued to grant performance-based PSUs to the NEOs that are eligible to be earned based on a financial performance measure over a three-year performance period and granted one-time “integration awards” to the NEOs that are eligible to be earned based on the achievement of cost savings targets related to the Business Combination over a two-year performance period. Finally, the Committee granted one-time stock options to Mr. Wilson in connection with his temporary salary reduction, which was approved by the Committee on December 1, 2023. Our U.S.-based NEOs also are eligible to participate in the Company’s Deferred Compensation Plan and in certain benefit programs that are generally available to all of our employees, such as medical insurance programs, life and disability insurance programs and our 401(k) plan. Ulrich Dopfer became an executive officer of the Company on May 1, 2023 in connection with his appointment as Senior Vice President and Chief Financial Officer of the Company, and he subsequently was appointed the Company’s principal accounting officer and Corporate Secretary and Treasurer on May 10, 2023. Christoph Glingener, Chief Technology Officer of the Company and former CEO of Adtran Networks, became an executive officer of the Company on September 1, 2022 in connection with the Business Combination. Although each of Mr. Dopfer’s and Dr. Glingener’s compensation is now determined by the Company’s Compensation Committee, it must still be approved each year by the Adtran Networks supervisory board (which is similar to the board of directors for a U.S. company) pursuant to each individual’s employment agreement. See “Employment Arrangements” below for additional detail on these employment agreements.

  34. Short-Term Cash Incentives

    Short-Term Cash Incentives 2023 Bonus Program We provide our executive officers, including our NEOs, with the opportunity to earn short-term cash incentive compensation under our bonus programs, including our VICC. The VICC program is designed to motivate and reward executives for their contribution to the Company’s performance during the fiscal year. A significant portion of the total cash compensation that our executive officers are eligible to receive each year is paid through this program, and thus is dependent upon corporate performance. On January 20, 2023, the Compensation Committee established the VICC program for 2023. The Committee chose to base the VICC program for 2023 on two measures of the Company’s financial and operating performance in 2023 (collectively, the “Company Performance Measures”): the Company’s “Adjusted EBIT” (defined as the Company’s earnings before interest and tax, determined based on the Company’s audited financial results, and adjusted to remove any restructuring expenses; acquisition-related expenses and amortization of intangibles; stock-based compensation expense; the non-cash change in fair value of equity investments held in the Deferred Compensation Plan; and any other non-GAAP exclusions approved by the Compensation Committee) and the Company’s revenue. The Compensation Committee chose to utilize the Company Performance Measures in the 2023 VICC program because we consider these measures to be the most appropriate drivers of stockholder value. In 2022, the Committee based the bonus program on the Company’s adjusted gross margin performance in order to intensify management’s focus on gross margins, as the increased cost of goods due to the ongoing and severe constraints in the supply chain was a significant detriment to the Company’s profits in recent years. The Compensation Committee established a target for each Company Performance Measure for the first quarter of 2023 at its meeting on January 20, 2023 and then established a target for the second quarter of 2023 at the Committee’s meeting on April 14, 2023. The Compensation Committee certified the level of achievement for each of these two quarters at the Committee’s subsequent quarterly meeting. At the Compensation Committee’s meeting on July 14, 2023, the Committee determined it was appropriate to establish a target for each Company Performance Measure for the second half of 2023. In order to be eligible to receive any bonus amount for each of the first two quarters or the second half of 2023, the Company must have achieved in such time period a prescribed minimum threshold level for each Company Performance Measure. Each NEO was granted a target bonus amount (in dollars and as a percentage of base salary), with the actual incentive earned to be based on the two Company Performance Measures. In determining the target bonus amount for each NEO, the Compensation Committee considered, among other things, the executive’s responsibilities and opportunity to influence the achievement of the Company Performance Measures, as well as the executive’s prior contributions to the Company’s performance. Each NEO’s target bonus amount (in dollars and as a percentage of base salary) was as follows: Mr. Stanton – $1,400,000 (140%), Mr. Dopfer – $246,000 (60%), Mr. Wilson – $162,029 (40%), Dr. Glingener – $210,000 (60%), and Mr. Foliano – $360,110 (80%). Mr. Foliano forfeited his 2023 cash incentive award in connection with his retirement from the Company effective June 28, 2023. The bonus awards for 2023 were based on the two Company Performance Measures described above:

  35. Short-Term Cash Incentives

    | • | Adjusted EBIT: If the threshold level for Adjusted EBIT was achieved during either of the first two quarters or the second half of 2023, the participant would earn 10% or 20% of the target award, respectively. If the target Adjusted EBIT for each of the first two quarters and the target Adjusted EBIT for the second half of 2023 ($20,200,000, $22,500,000 and $15,000,000, respectively) was achieved, the participant would earn 50% of the target award. If the maximum level for Adjusted EBIT was achieved in each of the first two quarters and the second half of 2023, the participant would earn 100% of the target award. The Compensation Committee set each Adjusted EBIT performance target at a level that it believes was reasonably difficult to achieve given the business environment at the time the target was established. |

  36. Short-Term Cash Incentives

    | • | Revenue: If the threshold level for revenue was achieved during either of the first two quarters or the second half of 2023, the participant would earn 0.05% or 20% of the target award, respectively. If the target revenue for each of the first two quarters and the target revenue for the second half of 2023 ($365,100,000, $360,000,000 and $650,000,000, respectively) was achieved, the participant would earn 50% of the target award. If the maximum level for revenue was achieved in each of the first two quarters and the second half of 2023, the participant would earn 100% of the target award. The Compensation Committee set each revenue performance target at a level that it believes was reasonably difficult to achieve given the business environment at the time the target was established. |

  37. Short-Term Cash Incentives

    Payouts for performance between the threshold and maximum levels were subject to non-linear interpolation. Failure to meet the minimum performance threshold corresponding to a specific performance measure in a fiscal quarter (or half year) would have resulted in the participant not receiving any portion of the payout award related to such performance measure for the quarter (or half year). In no event could a participant receive more than 100% of the target bonus related to each Company Performance Measure and, therefore, not more than 200% of the target bonus award. The Compensation Committee believes that it is appropriate to establish a maximum payout that any participant could receive under the bonus programs in order to avoid an excessive payout should Company results or individual performance significantly exceed expectations. 2023 Actual Bonus Program Results As the performance thresholds for the 2023 bonus program were not achieved during either of the first two quarters of 2023 or the second half of 2023, none of the NEOs received a payout under the 2023 bonus program. 2023 Sales Incentive Arrangement for Chief Revenue Officer The Company has in place a sales incentive program for certain of its employees whose focus is on sales. Mr. Wilson, our Chief Revenue Officer, began participating in this program in 2020. The Compensation Committee believes that sales incentives should be an important element of Mr. Wilson’s cash compensation, as they tie a portion of his pay directly to his success in his area of responsibility. As such, he receives a portion of his cash compensation in sales incentives, which is consistent with our historical practice and our understanding of the standard practice in the market for sales-oriented executives. The Compensation Committee approved a target sales incentive for Mr. Wilson in 2023 of $81,014 based on input from the CEO, which target is a percentage of sales revenue in 2023. The Compensation Committee and CEO set the gross shipment performance target at a level that it believes was reasonably difficult to achieve given the business environment at the time the target was established. The sales incentive arrangement further allows Mr. Wilson to earn up to 180% of his target amount if certain gross direct shipments exceed the defined performance target. If Mr. Wilson’s achievement exceeds 180% of the performance target amount for the year, these payments are withheld until the next year and paid out in equal quarterly installments. Mr. Wilson must be an active employee or contractor of the Company at the time of payment in order to receive such amounts. If his employment by or service to the Company is terminated for any reason prior to payment, certain unpaid amounts will be forfeited. The Company’s CEO has discretion to determine that a “windfall” has occurred and decrease the amount paid to Mr. Wilson, and incentive compensation may be reduced or eliminated in order to reflect a number of actions that may be taken by a customer, including canceling or reducing an order or not paying an invoice. Based on this arrangement, Mr. Wilson earned a sales incentive of $59,228 in 2023.

  38. Long-Term Incentive Awards

    Long-Term Incentive Awards Historically, we have compensated our executive officers, including our NEOs, with annual equity awards granted under the ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan (as amended and restated, the “2020 Employee Plan”), which replaced the ADTRAN Holdings, Inc. 2015 Employee Stock Incentive Plan (the “2015 Employee Plan”) upon its approval by the stockholders at the 2020 Annual Meeting of Stockholders. These equity grants serve to align management’s interests and compensation with the long-term interests of stockholders and provide an incentive for them to maintain their relationship with the Company. See “Equity Compensation Plans—2020 Employee Stock Incentive Plan” beginning on page 54 for a description of our 2020 Employee Plan and “Proposal 2: Approval of the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan” beginning on page 77 for a description of the proposed 2024 Employee Stock Incentive Plan. The purpose of our incentive plans is to provide equity as a component of executive compensation to ensure competitiveness of our compensation program, to motivate our NEOs and other executives to focus on long-term Company performance, to align executive compensation with stockholder interests and to retain the services of the executives during the vesting period since, in most circumstances, the awards will be forfeited if the executive’s employment terminates before the award vests. The Compensation Committee typically grants 50% of the Annual Equity Awards in the form of time-based RSUs that vest ratably over four years and 50% in the form of market-based PSUs that the NEOs are eligible to earn based on Company performance over a three-year performance period. Additionally, in 2023, the Compensation Committee continued to grant performance-based PSUs to the NEOs that are eligible to be earned based on a financial performance measure over a three-year performance period pursuant to the 2023 Long-Term Financial Plan. Finally, the Committee granted (i) one-time “integration awards” to the NEOs that are eligible to be earned based on the achievement of cost savings targets related to the Business Combination over a two-year performance period and (ii) one-time stock options to Mr. Wilson in connection with his temporary salary reduction approved by the Committee on December 1, 2023. Below is a summary of the Annual Equity Awards granted to certain of the NEOs on January 20, 2023 (except as noted below) and the performance-based PSUs pursuant to the 2023 Long-Term Financial Plan granted to certain of the NEOs on March 1, 2023 (except as noted below), with details regarding such awards following the table:

  39. Long-Term Incentive Awards

    | Named Executive Officer | Target Dollar Value of Annual Time-Based RSUs | Target Dollar Value of Annual Market-Based PSUs | Total Dollar Value of Annual Equity Grants (and % of Base Salary) (1) | Target Dollar Value of Performance-Based PSUs (2) | Total Dollar Value of 2023 Equity Grants | | Thomas R. Stanton | $1,600,000 | $1,200,000 | $2,800,000 (280%) | $1,200,000(3) | $4,000,000 | | Ulrich Dopfer (4) | $164,000 | $164,000 | $328,000 (80%) | $1,000,000 | $1,328,000 | | James D. Wilson, Jr. | $162,029 | $162,029 | $324,058 (80%) | $1,000,000 | $1,324,058 | | Christoph Glingener (4) | $140,000 | $140,000 | $280,000 (80%) | $1,000,000 | $1,280,000 | | Michael K. Foliano (5) | — | — | — | — | — |

  40. Long-Term Incentive Awards

    | (1) 2023 Annual Equity Awards: The total annual equity award granted to each NEO in 2023 was based on a value derived from a percentage of the executive’s base salary. Each NEO other than Mr. Stanton received 50% of his Annual Equity Award in time-based RSUs and 50% of his Annual Equity Award in market-based PSUs, with the number of RSUs or PSUs calculated by dividing the dollar amount of such compensation by an amount equal to the closing price of our common stock on the grant date. With respect to Mr. Stanton, 57.1% of his Annual Equity Award was awarded as time-based RSUs and 42.9% of his Annual Equity Award was awarded as market-based PSUs; however, in looking at the total equity incentive awards granted to Mr. Stanton in 2023 (including the equity granted pursuant to the 2023 Long-Term Financial Plan discussed below), 40% of his equity was time-based and 60% was performance-based. |

  41. Long-Term Incentive Awards

    The Compensation Committee’s process for determining the amounts of the incentive equity awards begins with a consideration of the overall dollar level of value that the Committee determines is appropriate, taking into account the estimated expense to the Company of the awards and the earnings per share impact of that expense. The Committee typically establishes an internal target for the aggregate expense from Company-wide equity awards, which, based on our review of industry data as discussed above, we believe is at the low end of the expense levels incurred by our competitors. This dollar value is then translated into a number of shares of the Company’s common stock based on the current range of the stock’s market price. Based on this process, the Committee established a pool of up to 583,310 RSUs and PSUs to be granted to all participants in the 2020 Employee Plan for the 2023 Annual Equity Awards. The 218,810 RSUs and PSUs granted to the NEOs in 2023 are included in this total. The Compensation Committee allocated the pool of RSUs and PSUs among the different functions throughout the Company based on the importance and performance of the function and considerations such as retention and competitive compensation levels. The Committee also considered the recommendations of our CEO with respect to the awards to other executives and employees, as well as individual and Company performance during 2021 and 2022.

  42. Long-Term Incentive Awards

    | (a) 2023 Time-Based RSUs: The time-based RSUs granted to our NEOs in 2023 vest over four years, with 25% vesting on each of the first four anniversaries of the grant date. Vesting is subject to the NEO continuing to be employed on the applicable vesting date and the time-based RSUs are settled through the delivery of one share of common stock for each vested RSU. |

  43. Long-Term Incentive Awards

    | (b) 2023 Market-Based PSUs: The number of shares that the NEOs can earn under the market-based PSUs is based on our relative TSR against a peer group over a three-year performance period starting on the grant date. For the 2023 market-based PSUs, the Compensation Committee chose to continue to use the companies in the Nasdaq Telecommunications Index as the peer group for TSR measurement purposes. The Committee chose this index based on the fact that it contains a significant number of companies and is a broad sample of our industry. Depending on our relative TSR over the performance period, the NEOs may not earn any shares under the market-based PSUs if the relative TSR performance is not at least equal to the 20th percentile of the peer group up to shares equaling 150% of the target number of market-based PSUs if relative TSR performance equals or exceeds the 80th percentile of the peer group, based on the sliding scale shown below (approximately 2.5% of the target award is earned for each 1 percentile increase up to 100% of the target award and then approximately 1.67% of the target award is earned for each 1 percentile increase up to 150% of the grant): |

  44. Long-Term Incentive Awards

    | Adtran’s TSR Performance Relative to its Peer Group (expressed as a percentile) | Market-Based PSUs Earned (expressed as a percentage of target) | | Less than 20th percentile | 0% | | 20th percentile | 25% | | 25th percentile | 38% | | 30th percentile | 50% | | 35th percentile | 63% | | 40th percentile | 75% | | 45th percentile | 88% | | 50th percentile | 100% | | 55th percentile | 108% | | 60th percentile | 117% | | 65th percentile | 125% | | 70th percentile | 133% | | 75th percentile | 142% | | 80th or more percentile | 150% |

  45. Long-Term Incentive Awards

    Pursuant to earned market-based PSUs, a corresponding number of shares is issued at the end of the three-year performance period, and after that time there is no additional holding period for the shares that are issued. Under the award agreements and Mr. Stanton’s Employment Agreement, a portion of the granted market-based PSUs also vest and become issuable upon the termination of a recipient’s employment or upon a change of control of the Company, as discussed in more detail below under the heading “Potential Payments Upon Termination or Change of Control.” Prior to the suspension of the Company’s dividend, the recipients of the market-based PSUs under the award agreements received dividend credits based on the shares of common stock underlying the market-based PSUs. The dividend credits are vested, earned and distributed in cash upon issuance of the shares pursuant to the earned market-based PSUs. Recipients may choose to defer shares issued pursuant to earned PSUs under the Deferred Compensation Plan instead of receiving the shares at the time they are entitled to distribution of the shares.

  46. Long-Term Incentive Awards

    | (2) 2023 Long-Term Financial Plan (Three-Year Performance-Based Equity Awards): In each of 2017 and 2020, the Compensation Committee established an equity incentive program aligned with the Company’s long-term strategic plan. The Committee chose to establish the 2023 Long-Term Financial Plan in order to continue to strengthen the alignment between incentives for executives and increases in stockholder value. The 2023 Long-Term Financial Plan consists of one grant or three equal annual grants, as applicable, of performance-based PSUs to our executive officers and certain key employees, including the NEOs, under the 2020 Employee Plan. All of the recipients other than Mr. Stanton received one grant of performance-based PSUs under which shares are eligible to be earned at the end of the performance period beginning on the grant date and ending on December 31, 2025. Mr. Stanton will receive three annual grants of performance-based PSUs with vesting schedules of approximately three years (the 2023 grant), two years (the 2024 grant) and one year (the 2025 grant). Assuming the threshold level of performance is attained, the recipients are eligible to earn a number of shares between 50% and 150% of their target performance-based PSUs based on the compound annual growth rate (“CAGR”) of the Company’s Adjusted EBIT (as defined above) over the performance period. The Compensation Committee set the Adjusted EBIT performance target at a level that it believes was reasonably difficult to achieve given the business environment at the time the target was established. If the Company achieves the Adjusted EBIT performance target as of December 31, 2023 or December 31, 2024, the award recipients (other than Mr. Stanton) will earn shares equaling the applicable number of performance-based PSUs; however, the underlying shares will not be issued until the end of the full performance period, provided that the recipient remains employed by the Company. |

  47. Long-Term Incentive Awards

    | (3) As described in footnote 2, this is the amount of the first of three annual grants to be made to Mr. Stanton under the 2023 Long-Term Financial Plan. |

  48. Long-Term Incentive Awards

    | (4) The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Annual Equity Awards on January 20, 2023 and performance-based PSUs pursuant to the 2023 Long-Term Financial Plan on March 1, 2023, so these are the dates used to determine the number of RSUs and PSUs granted pursuant to these awards. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is the date used to calculate the grant date fair value of these awards. |

  49. Long-Term Incentive Awards

    | (5) Mr. Foliano did not receive equity awards in 2023 due to his target VICC award for 2023 being increased from 60% of base salary to 80% of base salary and due to a one-time bonus earned at the end of 2022 related to the Business Combination. In connection with Mr. Foliano’s retirement from the Company effective June 28, 2023, the Compensation Committee exercised its discretion to accelerate the vesting of his unvested time-based RSUs and modify his vested but unexercised stock options so that such options did not expire upon his retirement. |

  50. Long-Term Incentive Awards

    Integration Awards On March 1, 2023, the Compensation Committee established an “Integration Bonus Plan” consisting of a combination of performance-based PSUs and cash bonus award amounts (together with the PSUs, the “Integration Awards”). Under the Integration Bonus Plan, certain key employees of the Company, including the NEOs (other than Mr. Foliano as described below), are eligible to earn the Integration Awards over a performance period beginning on the grant date (for Messrs. Stanton and Wilson, March 1, 2023, and for Mr. Dopfer and Dr. Glingener, May 24, 2023) and ending on December 31, 2024, based on the achievement of cost savings targets related to the Business Combination during such period. The Compensation Committee chose the performance measure of “Company Synergy Achievement” in order to incentivize the participants to drive cost savings and expected synergies following the closing of the Business Combination, and it approved a target level of synergies against which the Company’s non-GAAP expenses will be measured. For purposes of measuring performance, the Company’s GAAP expenses will be adjusted for restructuring expenses; acquisition-related expenses, amortizations and adjustments; stock-based compensation expense; amortization of actuarial pension losses and the impact of equity market changes on deferred compensation expenses; non-operating income; and any other exclusions adopted by the Company. The Compensation Committee set the synergies performance target at a level that it believes was reasonably difficult to achieve given the business environment at the time the target was established. If the Company Synergy Achievement over the performance period reaches the performance levels noted below, the participants will be entitled to a corresponding number of shares of the Company’s common stock under the PSUs:

  51. Long-Term Incentive Awards

    | • | If Company Synergy Achievement is less than the threshold amount, the participants will not earn any shares under the performance-based PSUs. |

  52. Long-Term Incentive Awards

    | • | If Company Synergy Achievement is greater than or equal to the threshold amount but less than the target amount, the participants will earn shares under the performance-based PSUs equal to 33% of their base salary (as of the grant date). |

  53. Long-Term Incentive Awards

    | • | If the Company Synergy Achievement is greater than or equal to the target amount, the participants will earn shares under the performance-based PSUs equal to 66% of their base salary. |

  54. Long-Term Incentive Awards

    If the threshold level of Company Synergy Achievement is reached, the participants are also eligible to receive a cash award up to 66% of their base salary (as of the grant date) based on the percentage of individual objectives related to cost savings achieved by each participant, as determined by the Compensation Committee. If the target level of Company Synergy Achievement is achieved and all of the individual objectives are achieved, the participants will earn a maximum amount under the Integration Bonus Plan equal to 132% of their base salary, as reflected below:

  55. Long-Term Incentive Awards

    | Named Executive Officer | Base Salary | Dollar Value of Threshold PSU Award (33% of Base Salary) | Dollar Value of Target PSU Award (66% of Base Salary) | Target Cash Award (66% of Base Salary) | Max Total Dollar Value of Integration Award | | Thomas R. Stanton | $1,000,000 | $330,000 | $660,000 | $660,000 | $1,320,000 | | Ulrich Dopfer (1) | $410,000 | $135,300 | $270,600 | $270,600 | $541,200 | | James D. Wilson, Jr. | $405,072 | $133,674 | $267,348 | $267,348 | $534,696 | | Christoph Glingener (1) | $350,000 | $115,500 | $231,000 | $231,000 | $462,000 | | Michael K. Foliano (2) | — | — | — | — | — |

  56. Long-Term Incentive Awards

    | (1) The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Integration Awards on March 1, 2023, so this is the date used to determine the number of PSUs granted pursuant to this award. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is the date used to calculate the grant date fair value of these awards. |

  57. Long-Term Incentive Awards

    | (2) Mr. Foliano did not receive an Integration Award due to his target award for 2023 under the cash bonus program being increased from 60% of base salary to 80% of base salary and due to a one-time bonus earned at the end of 2022 related to the Business Combination. |

  58. Long-Term Incentive Awards

    One-Time Grant of Stock Options to Mr. Wilson As discussed above, the Company’s management implemented the Business Efficiency Program in November 2023. In connection with the salary reductions for the Company’s executive officers approved on December 1, 2023, the Compensation Committee made a one-time grant of 16,878 stock options under the 2020 Employee Plan to Mr. Wilson on such date. The stock options have an exercise price of $5.23 and vest in equal installments over two years from the grant date.

  59. Benefits and Perquisites

    Benefits and Perquisites We maintain general broad-based employee benefit plans in which our U.S.-based executives, including the U.S.-based NEOs, participate, such as a medical insurance plan, a 401(k) plan, and life and disability insurance programs. These benefits are provided as part of the basic conditions of employment for all of our eligible employees, and therefore providing them to our executive officers does not represent a significant incremental cost to us. In addition, we believe that providing these basic benefits is necessary for us to attract talented executives. The 401(k) plan for U.S. employees allows eligible employees to contribute up to 60% of their pre-tax earnings up to the statutory limit prescribed by the Internal Revenue Service. After one year of service, the Company matches a discretionary amount determined by the Board of Directors. In 2023, we matched employee contributions equal to 100% of the first 3% contributed and 50% of the next 2% contributed up to a maximum matching contribution of 4%. Mr. Dopfer and Dr. Glingener receive certain benefits pursuant to their employment agreements, including, but not limited to, accident and liability insurance, and statutory insurances, including compulsory health, long-term care, pension and unemployment. Under the 401(k) plan in which Mr. Dopfer participates, in 2023, we matched employee contributions equal to 25% of the first 6% contributed up to a maximum matching contribution of 1.5%. We also maintain a Deferred Compensation Plan for our U.S.-based executives, which is described under the Nonqualified Deferred Compensation table below. This plan permits U.S.-based executives, including the U.S.-based NEOs, to voluntarily defer a portion of their income and equity awards and save money for retirement on a tax-deferred basis. Although the plan permits discretionary employer contributions, to date we have not made any contributions to this plan. Therefore, this plan provides a valuable benefit to executives at no cash cost to us. As described in more detail under “Potential Payments Upon Termination or Change of Control” below, we provide certain benefits to participants in our equity incentive plans and our VICC program, including the NEOs, upon a change of control or upon termination of employment for specified reasons (provided, in some cases, that termination must be a “separation from service” as defined in Section 409A of the Internal Revenue Code). Each of Mr. Stanton’s, Mr. Dopfer’s and Dr. Glingener’s employment agreements also provides for certain benefits upon some or all of these events. All of these benefits are consistent with the basic benefits provided by the companies with which we compete for executive talent and help us to attract valuable executives. These benefits help to provide additional security that executives may need and reward loyal service in situations that create insecurity and present special challenges for executives. The Company provides limited perquisites to the NEOs that it believes are reasonable and consistent with its overall compensation program. The Compensation Committee periodically reviews the level of perquisites provided to the NEOs. Perquisites provided to the NEOs in 2023 are as set forth in the “All Other Compensation” column of the Summary Compensation Table on page 47 and in footnote 6 to such table.

  60. Employment Agreement with Mr. Stanton

    Employment Agreement with Mr. Stanton On July 13, 2022, the Company entered into an employment agreement (as amended, the “Employment Agreement”) with the Company’s President, Chief Executive Officer and Chairman, Thomas R. Stanton. Pursuant to the terms of the Employment Agreement, during the term of Mr. Stanton’s employment, Mr. Stanton will serve as the President, Chief Executive Officer and Chairman of the Board of the Company. The Employment Agreement provides for an initial period of employment of two years, which period will automatically renew for successive one-year periods thereafter unless either party provides prior written notice. Under the terms of the Employment Agreement, Mr. Stanton’s annual base salary was initially $875,000 and increased to $1,000,000 effective upon the closing of the Business Combination. Mr. Stanton is also eligible for an annual cash incentive bonus award with a target of at least 140% of his base salary based on the achievement of performance objectives set by the Compensation Committee and is eligible to participate in all executive benefit plans made available to similarly-situated executive officers of the Company and will be reimbursed for his reasonable out-of-pocket business expenses. In addition, under the terms of the Employment Agreement, Mr. Stanton is entitled to participate in the Company’s equity incentive programs during the term of employment. Beginning in 2023, Mr. Stanton is eligible to receive from the Company a combination of PSUs (with the performance objective of such PSUs to be based on the Company’s relative TSR over a three-year performance period or such other performance criteria as shall be mutually agreed upon by Mr. Stanton and the Compensation Committee) and time-based RSUs, on such terms as are provided for in the Employment Agreement. Additionally, with respect to the 2023 fiscal year and each third fiscal year thereafter during the term of employment, Mr. Stanton is entitled to receive PSUs (with the performance objective of such PSUs to be based on the Company’s Adjusted EBIT or such other performance criteria as shall be mutually agreed upon by Mr. Stanton and the Compensation Committee pursuant to the Company’s Long-Term Financial Plan), on such terms as are provided for in the Employment Agreement. Under the terms of the Employment Agreement, Mr. Stanton is eligible for specified termination payments and benefits in the event of a termination of Mr. Stanton’s employment (i) due to his death or disability, (ii) by Mr. Stanton for good reason, by the Company without cause, or upon a non-renewal of the term of employment by the Company at the completion of the initial two-year term of employment, (iii) due to Mr. Stanton’s retirement (age 65 or age 55 and ten years of service) or (iv) in the event of a termination of employment by the Company without cause or by Mr. Stanton for good reason within two years following a change of control of the Company (excluding the Business Combination), subject to his execution and non-revocation of a release of claims in the Company’s favor and his compliance with confidentiality, non-competition, non-solicitation, non-disparagement and other covenants, all as more specifically provided for in the Employment Agreement and described below under “Potential Payments Upon Termination or Change of Control.”

  61. Employment Agreements with Mr. Dopfer and Dr. Glingener

    Employment Agreements with Mr. Dopfer and Dr. Glingener On January 28, 2015, Adtran Networks entered into an employment agreement with Ulrich Dopfer, who became the Senior Vice President and Chief Financial Officer of the Company on May 1, 2023 and was subsequently appointed the Company’s principal accounting officer and Corporate Secretary and Treasurer on May 10, 2023. On April 1, 2006, Adtran Networks entered into an employment agreement with Christoph Glingener, the former CEO of Adtran Networks and current Chief Technology Officer of the Company, a position he has held since September 1, 2022. Mr. Dopfer’s and Dr. Glingener’s employment agreements with Adtran Networks are collectively referred to as the “Adtran Networks Employment Agreements”). Each of the Adtran Networks Employment Agreements is extended by amendment each year. Under the Adtran Networks Employment Agreements, the executive’s compensation each year is determined by the Adtran Networks supervisory board (which is similar to the board of directors of a U.S. company) in its sole discretion. The executives receive an annual base salary and are also eligible to receive an annual and/or long-term fixed or variable bonus award, as well as certain equity awards. Additionally, the Adtran Networks Employment Agreements provide that the executives are eligible to participate in all executive benefit plans described above under “Benefits and Perquisites” and will be reimbursed for reasonable out-of-pocket business expenses for travel and meals. As discussed above, on December 1, 2023, the Company’s Compensation Committee authorized temporary reductions in base salary for the NEOs, including Mr. Dopfer and Dr. Glingener. Pursuant to amendments to each of the Adtran Networks Employment Agreements, each individual’s salary was reduced by 25%, effective from November 1, 2023 through July 31, 2024. Under the terms of the Adtran Networks Employment Agreements, the executives are eligible for specified termination payments and benefits in the event of a termination of their employment due to death or inability to work as more specifically provided for in the Adtran Networks Employment Agreements and described below under “Potential Payments Upon Termination or Change of Control.” The Adtran Networks Employment Agreements contain customary noncompetition and nondisclosure covenants applicable to the executives.

  62. Consulting Agreement with Mr. Foliano

    Consulting Agreement with Mr. Foliano On June 28, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Foliano in connection with his retirement from the Company effective as of such date. Pursuant to the Consulting Agreement, Mr. Foliano will continue to provide strategic and operational consulting services to the Company and its affiliates from July 1, 2023 through June 30, 2024 (subject to earlier termination), and the Company will pay Mr. Foliano an hourly consulting fee and reimburse him for any reasonable expenses incurred in connection with the provision of his services. The Consulting Agreement contains customary confidentiality provisions. In addition, in connection with Mr. Foliano’s retirement, the Compensation Committee approved (i) the accelerated vesting of Mr. Foliano’s outstanding unvested RSUs and (ii) the extension of the exercise period of Mr. Foliano’s vested stock options until the end of each respective option’s term.

  63. Clawback Policies

    Clawback Policies The Board previously adopted a policy providing that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Company will recover incentive-based compensation paid to current or former executive officers of the Company during the three years prior to the date as of which the accounting restatement is required, to the extent that any of that compensation was based upon the erroneous data that made the restatement necessary (the “Original Clawback Policy”). Under the Original Clawback Policy, incentive-based compensation includes RSUs, PSUs, and other cash or equity-based compensation awards. To implement this policy, the Board had entered into a clawback agreement with each of the NEOs providing for their agreement to such repayment. In addition, in October 2023, we adopted a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the “New Clawback Policy”), in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former officers subject to Section 16 of the Exchange Act, including all of our NEOs. Under the New Clawback Policy, if there is a restatement of our financial results, the Company will recover any erroneously awarded incentive compensation from such officers during a three-year lookback period. In connection with the adoption of the New Clawback Policy, the Board approved an amendment and restatement of the Original Clawback Policy, which applies to compensation received prior to October 2, 2023. On August 14, 2023, the Company filed amendments to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 in order to restate the consolidated financial statements included in the original filings (the “August 2023 Restatement”). The Compensation Committee has determined that the August 2023 Restatement did not result in the recoupment of any compensation under the New Clawback Policy because it did not affect any incentive compensation received (as defined in the New Clawback Policy) after October 2, 2023. In addition, the Compensation Committee determined that recovery was not required under the Original Clawback Policy because the accounting restatement had no effect on the Company’s performance metrics (Adjusted EBIT and revenue) for the affected periods. Accordingly, no compensation was required to be recouped by the Company under either the New Clawback Policy or the Original Clawback Policy. On March 15, 2024, the Company filed amendments to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 in order to, among other items, restate the consolidated financial statements included in the original filings (the “March 2024 Restatement”). The Compensation Committee has determined that the March 2024 Restatement did not result in the recoupment of any compensation under the Original Clawback Policy or the New Clawback Policy because it had no effect on the Company’s performance metrics (Adjusted EBIT and revenue) for the affected periods. Accordingly, no compensation was required to be recouped by the Company under either the New Clawback Policy or the Original Clawback Policy.

  64. Summary Compensation Table

    Summary Compensation Table The following table sets forth, for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021, the total compensation paid to or earned by each of the Company’s NEOs. Additional information about our executive compensation program, including the terms of the various short-term and long-term incentive awards, can be found in the Compensation Discussion and Analysis contained in this Proxy Statement.

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (6) | Total ($) | | Thomas R. Stanton | 2023 | 913,699 | — | 4,918,164 | — | 0 | — | 15,798 | 5,847,661 | | Chief Executive Officer | 2022 | 865,676 | — | 8,632,599 | — | 963,768 | — | 14,669 | 10,467,712 | | | 2021 | 709,988 | 250,000 | 2,503,918 | — | 1,037,520 | — | 13,930 | 4,515,356 | | Ulrich Dopfer (7) | 2023 | 356,705 | — | 835,743 | — | 0 | — | 12,833 | 1,205,281 | | Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer | | | | | | | | | | | James D. Wilson, Jr. Chief Revenue Officer | 2023 2022 2021 | 387,593 375,067 360,641 | — — 35,000 | 1,626,272 567,728 568,846 | 50,465 — — | 59,228 189,582 189,819 | — — — | 13,200 12,200 11,600 | 2,136,758 1,144,577 1,165,906 | | Christoph Glingener (8) Chief Technology Officer | 2023 2022 | 335,377 122,113 | — — | 790,543 — | — — | 0 — | — — | 16,713 7,288 | 1,142,633 129,401 | | Michael K. Foliano (9) Former Senior Vice President of Finance, Chief Financial Officer, Treasurer and Secretary | 2023 2022 2021 | 220,753 400,123 381,069 | — 500,000 100,000 | — 756,946 673,532 | — — — | 0 193,859 238,656 | — — — | 460,466 12,200 11,650 | 681,219 1,863,128 1,404,907 |

  66. Summary Compensation Table

    | (1) As discussed above, on December 1, 2023, the Compensation Committee authorized the following temporary reductions in base salary for the NEOs, which individuals had voluntarily agreed to prior to the Committee’s approval: a 50% reduction in base salary for Mr. Stanton and a 25% reduction in base salary for each of Mr. Dopfer, Mr. Wilson and Dr. Glingener. Mr. Stanton’s and Mr. Wilson’s salary reductions are effective from October 30, 2023 through July 31, 2024, and Mr. Dopfer’s and Dr. Glingener’s salary reductions are effective from November 1, 2023 through July 31, 2024. |

  67. Summary Compensation Table

    | (2) There were no cash bonuses paid by the Company in 2023. |

  68. Summary Compensation Table

    | (3) Amounts for 2023, 2022 and 2021 include the aggregate grant date fair value of time-based RSUs, market-based PSUs, performance-based PSUs and stock options, each as described below and computed in accordance with the Stock Compensation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). For a description of the assumptions used to determine these amounts, see the Stock-Based Compensation note to the consolidated financial statements in our Annual Report on Form 10-K for each of the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. Amounts do not include phantom stock acquired due to the “reinvestment” of dividends paid on equity deferred under the Company’s equity deferral program, as the amounts of future dividends are factored into the grant date fair value of the awards. |

  69. Summary Compensation Table

    Annual Stock Awards: Amounts for 2023 and 2021 include the aggregate grant date fair value of annual stock awards, including grants of time-based RSUs and market-based PSUs. The grant date fair values of the time-based RSUs are based on the closing price of our common stock on the grant date. The grant date fair values of the market-based PSUs are based on the probable outcome of the performance conditions as of the grant dates (taking into account a Monte Carlo simulation applicable to the market-based performance metric, or $22.31 for the market-based PSUs granted on January 20, 2023 and $9.88 for the market-based PSUs granted on May 24, 2023, and $26.07 for the market-based PSUs granted in 2021). The maximum values of the market-based PSUs (calculated by multiplying the maximum potential number of market-based PSUs that could be earned by the grant date fair values set forth above) are: for Mr. Stanton, $2,187,239 and $1,183,044 for the 2023 and 2021 awards, respectively; for Mr. Dopfer, $132,372 for the 2023 awards; for Mr. Wilson, $295,329 and $249,333 for the 2023 and 2021 awards, respectively; for Dr. Glingener, $113,003 for the 2023 awards; and for Mr. Foliano, $263,450 for the 2021 awards. There can be no assurance that the grant date fair value will ever be realized. The Compensation Committee did not make annual stock awards in 2022. Long-Term Financial Plan Stock Awards (3-year awards): Amounts for 2023, 2022 and 2021 include the aggregate grant date fair value of the performance-based PSUs granted pursuant to the 2023 Long-Term Financial Plan (the 2023 awards) or the 2020 Long-Term Financial Plan (the 2022 and 2021 awards). The grant date fair values of the performance-based PSUs are based on the closing stock price on the grant date. The maximum values of the performance-based PSUs (calculated by multiplying the maximum potential number of performance-based PSUs that could have been earned by the grant date fair value) are: for Mr. Stanton, $1,800,009, $1,767,928 and $1,497,365 for the 2023, 2022 and 2021 awards, respectively; for Mr. Dopfer, $790,191 for the 2023 awards; for Mr. Wilson, $1,500,008, $442,002 and $374,353 for the 2023, 2022 and 2021 awards, respectively; for Dr. Glingener, $790,191 for the 2023 awards; and for Mr. Foliano, $589,303 and $499,122 for the 2022 and 2021 awards, respectively. There can be no assurance that the grant date fair value will ever be realized. In connection with the Business Combination, the outstanding performance-based PSUs granted in 2022 and 2021 were converted into time-based RSUs at the target level of performance on July 8, 2022, resulting in a “modification” to such performance-based PSUs. Therefore, the amounts for 2022 also include the incremental fair market value of the PSU awards granted in 2022 and 2021 that were modified as of July 8, 2022, which was $1,033,656 for Mr. Stanton, $258,422 for Mr. Wilson, and $344,552 for Mr. Foliano. Equity Portion of Integration Awards: Amounts for 2023 also include the aggregate grant date fair value of the performance-based PSUs granted pursuant to the Integration Bonus Plan. The grant date fair values of the performance-based PSUs are based on the closing stock price on the grant date. The maximum values of the performance-based PSUs (calculated by multiplying the maximum potential number of performance-based PSUs that could have been earned by the grant date fair value) are: for Mr. Stanton, $659,998; for Mr. Dopfer, $142,546; for Mr. Wilson, $267,355; and for Dr. Glingener, $121,686. There can be no assurance that the grant date fair value will ever be realized. 2022 One-Time CEO Grants: With respect to Mr. Stanton, such amount for 2022 also reflects the one-time equity grants he received in 2022 in connection with the Business Combination. See “Elements of 2022 Executive Compensation—Long-Term Incentive Awards—Business Combination-Related One-Time Grants to Mr. Stanton” in the Definitive Proxy Statement filed on March 28, 2023 for additional information regarding the structure of these time-based RSUs and market-based PSUs.

  70. Summary Compensation Table

    | (4) This amount represents the grant date fair value of a one-time grant of 16,878 stock options to Mr. Wilson in connection with his salary reduction approved on December 1, 2023 pursuant to the Business Efficiency Program. The grant date fair value is computed in accordance with the Stock Compensation Topic of the FASB ASC. There can be no assurance that the grant date fair value will ever be realized. |

  71. Summary Compensation Table

    | (5) See “Elements of 2023 Executive Compensation—Short-Term Cash Incentives—2023 Bonus Program” above for a description of the annual cash incentive awards granted to the NEOs during 2023. As the performance thresholds for the 2023 bonus program were not achieved during either of the first two quarters of 2023 or the second half of 2023, none of the NEOs received a payout under the 2023 bonus program. The Company’s annual cash incentive awards are based on pre-established, performance-based targets and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” For Mr. Wilson, this amount represents a sales incentive payment of $59,228 earned during 2023. |

  72. Summary Compensation Table

    | (6) All Other Compensation for 2023 for each NEO consists of the following: |

  73. Summary Compensation Table

    | Name | Company Contributions to 401(k) Plan ($) (a) | Perquisites ($) (b) | Modifications of Equity Awards ($) (c) | Total ($) | | Thomas R. Stanton | 13,200 | 2,598 | — | 15,798 | | Ulrich Dopfer | 7,167 | 5,666 | — | 12,833 | | James D. Wilson, Jr. | 13,200 | — | — | 13,200 | | Christoph Glingener | — | 16,713 | — | 16,713 | | Michael K. Foliano | 13,200 | 42,080 | 405,186 | 460,466 |

  74. Summary Compensation Table

    | (a) Represents the Company’s contributions in 2023 to each NEO’s 401(k) retirement plan account, other than Dr. Glingener. |

  75. Summary Compensation Table

    | (b) For Mr. Stanton, this amount represents premiums paid by the Company for continued additional medical benefits. For Mr. Dopfer, this amount represents a car allowance. For Dr. Glingener, this amount represents the taxable benefit of his use of a Company car ($6,717) and contributions by the Company toward his German pension insurance ($8,770) and German unemployment insurance ($1,226). Dr. Glingener’s amounts are reflected in the table in U.S. dollars and were converted from their Euro amounts to U.S. dollars using the average Euro to U.S. dollar foreign currency exchange rate for 2023, or 1.0765. For Mr. Foliano, this amount represents his accrued but unused vacation time that was paid out upon his retirement from the Company effective June 28, 2023. |

  76. Summary Compensation Table

    | (c) In connection with Mr. Foliano’s retirement from the Company effective June 28, 2023, the Compensation Committee exercised its discretion on April 14, 2023 to accelerate the vesting of his unvested time-based RSUs and modify his vested but unexercised stock options so that such options did not expire upon his retirement. This amount represents the value of Mr. Foliano’s unvested time-based RSUs as of the date of accelerated vesting ($381,714) and the incremental fair value of his unexercised stock options as of the date of modification ($23,472). |

  77. Summary Compensation Table

    | (7) Compensation information is not provided for Mr. Dopfer for 2022 or 2021, as he was not an executive officer of the Company until May 1, 2023. The amounts reported for Mr. Dopfer reflect the amounts paid by the Company throughout all of 2023. |

  78. Summary Compensation Table

    | (8) Compensation information is not provided for Dr. Glingener for 2021, as he was not an executive officer of the Company until September 1, 2022. The salary amount reported for Dr. Glingener in 2022 reflects salary earned and paid after the Business Combination. The amounts included in the table are in U.S. dollars, but Dr. Glingener received his salary in Euros. To convert his Euro amounts to U.S. dollars for the table, we used the average Euro to U.S. dollar foreign currency exchange rate for 2023 (1.0765) and for 2022 (1.0515). |

  79. Summary Compensation Table

    | (9) Mr. Foliano did not receive an Integration Award or any equity awards in 2023 due to his target award under the 2023 cash bonus program being increased from 60% of base salary to 80% of base salary and due to a one-time bonus earned at the end of 2022 related to the Business Combination. Mr. Foliano forfeited his 2023 cash incentive award in connection with his retirement from the Company effective June 28, 2023. |

  80. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides certain information regarding the annual cash incentive compensation and equity incentive awards granted to our NEOs during the fiscal year ended December 31, 2023. Additional information about our executive compensation program, including the terms of the various short-term and long-term incentive awards, can be found in the Compensation Discussion and Analysis contained in this Proxy Statement.

  81. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas R. Stanton | 1/20/2023 (2) | 1 | 1,400,000 | 2,800,000 | — | — | — | — | — | — | — | | | 1/20/2023 (3) | — | — | — | 16,340 | 65,359 | 98,039 | — | — | — | 1,458,159 | | | 1/20/2023 (4) | — | — | — | — | — | — | 87,146 | — | — | 1,600,001 | | | 3/1/2023 (5) | — | — | — | 36,123 | 72,246 | 108,369 | — | — | — | 1,200,006 | | | 3/1/2023 (6) | 1 | 660,000 | 660,000 | — | — | — | — | — | — | — | | | 3/1/2023 (7) | — | — | — | 19,868 | 39,735 | 39,735 | — | — | — | 659,998 | | Ulrich Dopfer | 1/20/2023 (2) | 1 | 246,000 | 492,000 | — | — | — | — | — | — | — | | | 5/24/2023 (3) | — | — | — | 2,233 | 8,932 | 13,398 | — | — | — | 88,248 | | | 5/24/2023 (4) | — | — | — | — | — | — | 8,932 | — | — | 78,155 | | | 5/24/2023 (5) | — | — | — | 30,103 | 60,205 | 90,308 | — | — | — | 526,794 | | | 5/24/2023 (6) | 1 | 270,600 | 270,600 | — | — | — | — | — | — | — | | | 5/24/2023 (7) | — | — | — | 8,146 | 16,291 | 16,291 | — | — | — | 142,546 | | James D. Wilson, Jr. | 1/20/2023 (2) | 1 | 162,029 | 324,058 | — | — | — | — | — | — | — | | | 1/20/2023 (8) | — | 81,014 | — | — | — | — | — | — | — | — | | | 1/20/2023 (3) | — | — | — | 2,206 | 8,825 | 13,238 | — | — | — | 196,886 | | | 1/20/2023 (4) | — | — | — | — | — | — | 8,825 | — | — | 162,027 | | | 3/1/2023 (5) | — | — | — | 30,103 | 60,205 | 90,308 | — | — | — | 1,000,005 | | | 3/1/2023 (6) | 1 | 267,348 | 267,348 | — | — | — | — | — | — | — | | | 3/1/2023 (7) | — | — | — | 8,048 | 16,096 | 16,096 | — | — | — | 267,355 | | | 12/1/2023 (8) | — | — | — | — | — | — | — | 16,878 | 5.23 | 50,465 | | Christoph Glingener | 1/20/2023 (2) | 1 | 210,000 | 420,000 | — | — | — | — | — | — | — | | | 5/24/2023 (3) | — | — | — | 1,906 | 7,625 | 11,438 | — | — | — | 75,335 | | | 5/24/2023 (4) | — | — | — | — | — | — | 7,625 | — | — | 66,719 | | | 5/24/2023 (5) | — | — | — | 30,103 | 60,205 | 90,308 | — | — | — | 526,794 | | | 5/24/2023 (6) | 1 | 231,000 | 231,000 | — | — | — | — | — | — | — | | | 5/24/2023 (7) | — | — | — | 6,954 | 13,907 | 13,907 | — | — | — | 121,686 | | Michael K. Foliano (9) | 1/20/2023 (2) | 1 | 360,110 | 720,219 | — | — | — | — | — | — | — |

  82. Grants of Plan-Based Awards in 2023

    | (1) The values shown in this column represent the grant date fair values of the various awards as described below. For a description of the assumptions used to determine these amounts, see the Stock-Based Compensation note to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. With respect to the market-based PSUs, the grant date fair value of the target award is calculated by multiplying the target number of market-based PSUs by an amount based on the probable outcome of the performance conditions as of the grant date, using a Monte Carlo simulation, or $22.31 for the market-based PSUs granted on January 20, 2023 and $9.88 for the market-based PSUs granted on May 24, 2023. With respect to the time-based RSUs, the grant date fair value of the award is based on the closing stock price on the grant date. With respect to the performance-based PSUs granted pursuant to the 2023 Long-Term Financial Plan and the performance-based PSUs granted pursuant to the Integration Bonus Plan, the grant date fair value of the target award is calculated by multiplying the target number of performance-based PSUs by the closing stock price as of the grant date, or $16.61 for the performance-based PSUs granted on March 1, 2023 and $8.75 for the performance-based PSUs granted on May 24, 2023. With respect to the stock options granted to Mr. Wilson, the grant date fair value of the options is calculated by multiplying the underlying options by an amount based on the estimated fair value using the Black-Scholes option pricing model, or $2.99. There can be no assurance that the grant date fair value will ever be realized. |

  83. Grants of Plan-Based Awards in 2023

    | (2) 2023 Bonus Program: The amounts shown in this row reflect the threshold, target and maximum amounts potentially payable to each NEO under our bonus program in 2023. As the performance thresholds for the cash bonus program were not achieved during either of the first two quarters of 2023 or the second half of 2023, none of the NEOs received a payout under the 2023 bonus program. |

  84. Grants of Plan-Based Awards in 2023

    | (3) Annual Stock Awards (Market-Based PSUs): The amounts shown in this row reflect the threshold, target and maximum amounts potentially payable to each NEO (except Mr. Foliano) under the market-based PSU awards granted in 2023. The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Annual Stock Awards on March 1, 2023, so this is the date used to determine the number of PSUs granted pursuant to this award. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is the date used to calculate the grant date fair value of these awards. |

  85. Grants of Plan-Based Awards in 2023

    | (4) Annual Stock Awards (Time-Based RSUs): The amounts shown in this row reflect the number of time-based RSUs granted to each NEO (except Mr. Foliano) in 2023. The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Annual Stock Awards on March 1, 2023, so this is the date used to determine the number of RSUs granted pursuant to this award. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is the date used to calculate the grant date fair value of these awards. |

  86. Grants of Plan-Based Awards in 2023

    | (5) Long-Term Financial Plan Stock Awards (3-year awards): The amounts shown in these columns reflect the threshold, target and maximum amounts potentially payable to each NEO (except Mr. Foliano) under the performance-based PSU awards granted in 2023 pursuant to the 2023 Long-Term Financial Plan. The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Long-Term Financial Plan Stock Awards on March 1, 2023, so this is the date used to determine the number of PSUs granted pursuant to this award. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is the date used to calculate the grant date fair value of these awards. |

  87. Grants of Plan-Based Awards in 2023

    | (6) Cash Bonus Portion of Integration Awards: The amounts shown in this row reflect the threshold, target and maximum amounts potentially payable to each NEO (except Mr. Foliano) under the Integration Bonus Plan, which consists of a combination of performance-based PSUs (described below in footnote 7 to this table) and a cash bonus amount. The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Integration Awards on March 1, 2023. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is considered the grant date of these awards. |

  88. Grants of Plan-Based Awards in 2023

    | (7) Equity Portion of Integration Awards: The amounts shown in this row reflect the threshold, target and maximum amounts potentially payable to each NEO (except Mr. Foliano) under the Integration Bonus Plan, which consists of a combination of a cash bonus amount (described above in footnote 6 to this table) and performance-based PSUs. The Compensation Committee approved Mr. Dopfer’s and Dr. Glingener’s Integration Awards on March 1, 2023, so this is the date used to determine the number of PSUs granted pursuant to this award. However, the grants were part of a revised remuneration system that required approval by the Adtran Networks shareholders at the Annual Shareholder Meeting on May 24, 2023, so this is the date used to calculate the grant date fair value of these awards. |

  89. Grants of Plan-Based Awards in 2023

    | (8) 2023 Sales Incentive Arrangement: Mr. Wilson was also eligible to earn a sales incentive payment during 2023, and his target established by the Compensation Committee was $81,014. There is no threshold or maximum level of sales applicable to this arrangement. |

  90. Grants of Plan-Based Awards in 2023

    | (9) 2023 One-Time Grant of Stock Options to Mr. Wilson: The amount shown in this row reflects the number of stock options granted to Mr. Wilson on December 1, 2023 in connection with his salary reduction approved on that date pursuant to the Business Efficiency Program. |

  91. Grants of Plan-Based Awards in 2023

    | (10) Mr. Foliano did not receive an Integration Award or any equity awards in 2023 due to his target award under the 2023 cash bonus program being increased from 60% of base salary to 80% of base salary and due to a one-time bonus earned at the end of 2022 related to the Business Combination. Mr. Foliano forfeited his 2023 cash incentive award in connection with his retirement from the Company effective June 28, 2023. |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding all outstanding equity awards held by our NEOs as of December 31, 2023.

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) (2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | Thomas R. Stanton | 11/14/2014 | 94,207 | — | — | 18.97 | — | — | — | — | | | 11/14/2015 | 94,207 | — | — | 15.33 | — | — | — | — | | | 11/16/2020 | — | — | — | — | 12,563(4) | 92,212 | — | — | | | 11/17/2021 | — | — | — | — | 15,127(4) | 111,032 | — | — | | | 11/17/2021 | — | — | — | — | 30,253(5) | 222,057 | — | — | | | 7/13/2022 | — | — | — | — | 204,290(6) | 1,499,489 | — | — | | | 11/16/2022 | — | — | — | — | — | — | 24,498(7) | 179,815 | | | 1/20/2023 | — | — | — | — | — | — | 65,359(8) | 479,735 | | | 1/20/2023 | — | — | — | — | 87,146(4) | 639,652 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 72,246(9) | 530,286 | | | 3/1/2023 | — | — | — | — | — | — | 39,735(10) | 291,655 | | Ulrich Dopfer | 5/15/2021 | — | 61,830 | — | 12.17 | — | — | — | — | | | 5/15/2022 | — | 124,641 | — | 19.08 | — | — | — | — | | | 5/24/2023 | — | — | — | — | — | — | 8,932(8) | 65,561 | | | 5/24/2023 | — | — | — | — | 8,932(4) | 65,651 | — | | | | 5/24/2023 | — | — | — | — | — | — | 60,205(9) | 441,905 | | | 5/24/2023 | — | — | — | — | — | — | 16,291(10) | 119,576 | | James D. Wilson, Jr. | 11/16/2020 | — | — | — | — | 2,704(4) | 19,847 | — | — | | | 11/17/2021 | — | — | — | — | 3,188(4) | 23,400 | — | — | | | 11/17/2021 | — | — | — | — | 6,376(5) | 46,800 | — | — | | | 1/20/2023 | — | — | — | — | — | — | 8,825(8) | 64,776 | | | 1/20/2023 | — | — | — | — | 8,825(4) | 64,776 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 60,205(9) | 441,905 | | | 3/1/2023 | — | — | — | — | — | — | 16,096(10) | 118,145 | | | 12/1/2023 | — | 16,878(11) | — | 5.23 | — | — | — | — | | Christoph Glingener | 5/15/2020 | — | 41,220 | — | 7.01 | — | — | — | — | | | 5/15/2021 | — | 107,172 | — | 12.17 | — | — | — | — | | | 5/15/2022 | — | 85,383 | — | 19.08 | — | — | — | — | | | 5/24/2023 | — | — | — | — | — | — | 7,625(8) | 55,968 | | | 5/24/2023 | — | — | — | — | 7,625(4) | 55,968 | — | — | | | 5/24/2023 | — | — | — | — | — | — | 60,205(9) | 441,905 | | | 5/24/2023 | — | — | — | — | — | — | 13,907(10) | 102,077 | | Michael K. Foliano | 11/14/2014 | 17,307 | — | — | 18.97 | — | — | — | — | | | 11/14/2015 | 16,934 | — | — | 15.33 | — | — | — | — |

  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The stock options granted under the 2006 Employee Plan and the 2015 Employee Plan vested 25% on each of the first four anniversaries of the grant date and expire ten years from the grant date. Mr. Dopfer’s and Dr. Glingener’s stock options were granted prior to the Business Combination pursuant to the 2011 ADVA Stock Option Right Program (the “2011 ADVA Option Program”) and were assumed by the Company in the Business Combination, such that they are now exercisable for Company common stock. In connection with this assumption, the assumed options are subject to the terms and conditions of the 2015 Employee Plan, except with respect to the vesting and expiration terms, which continue to be governed by the 2011 ADVA Option Program. Mr. Dopfer’s and Dr. Glingener’s stock options become exercisable on the fourth anniversary of the execution of the applicable award agreement and expire seven years from such date of execution. |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) For Mr. Dopfer and Dr. Glingener, the option exercise price presented was calculated by dividing the exercise price of the applicable Adtran Networks stock option immediately prior to the closing of the Business Combination by the exchange ratio applicable to the Business Combination, converted into U.S. dollars at the applicable foreign exchange rate on the date of the closing. |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) The market value is based on the closing price of our common stock on Nasdaq on December 29, 2023, the last trading day of 2023, of $7.34, multiplied by the number of unvested time-based RSUs or unearned PSUs, as applicable. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) The time-based RSUs granted under the 2015 Employee Plan and the 2020 Employee Plan vest 25% on each of the first four anniversaries of the grant date. |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) In connection with the Business Combination, all outstanding performance-based PSUs and market-based PSUs granted to the NEOs converted into time-based RSUs at the target level of performance on July 8, 2022 and vest on the last day of the three-year performance period, subject only to a continued service requirement. |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) As established in Mr. Stanton’s Employment Agreement (discussed above), 75% of the time-based RSUs that he received on July 13, 2022 will vest on the 24-month anniversary of the grant date and 6.25% of the RSUs will vest on each of the 27-month, 30-month, 33-month and 36-month anniversaries of the grant date. |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) As established in Mr. Stanton’s Employment Agreement, the market-based PSUs granted to Mr. Stanton on November 16, 2022 are subject to vesting based on the Company’s relative TSR against a peer group over a performance period from the grant date through December 31, 2024. The amount in this column reflects the threshold performance level for such market-based PSUs and is not necessarily indicative of the amount that may actually be earned by Mr. Stanton. See “Elements of 2022 Executive Compensation—Long-Term Incentive Awards—Business Combination-Related One-Time Grants to Mr. Stanton” in the Definitive Proxy Statement filed on March 28, 2023 for additional information regarding the structure of these market-based PSUs. |

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Recipients are eligible to earn the market-based PSUs granted pursuant to the Annual Equity Awards based on the Company’s relative TSR performance over a three-year performance period from the grant date. The amount in this column reflects the target performance level for such market-based PSUs and is not necessarily indicative of the amount that may actually be earned by the NEO. |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) Recipients are eligible to earn the performance-based PSUs granted pursuant to the 2023 Long-Term Financial Plan based on the Company’s Adjusted EBIT over a performance period beginning on the grant date and ending on December 31, 2025, except with respect to Mr. Stanton, who will receive three annual grants of performance-based PSUs with vesting schedules of approximately three years (the 2023 grant), two years (the 2024 grant) and one year (the 2025 grant). The amount in this column reflects the target performance level for such performance-based PSUs and is not necessarily indicative of the amount that may actually be earned by the NEO. |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) Recipients are eligible to earn performance-based PSUs pursuant to these one-time Integration Awards based on the achievement of cost savings targets related to the Business Combination over a performance period from the grant date through December 31, 2024. The amount in this column reflects the target performance level for such performance-based PSUs and is not necessarily indicative of the amount that may actually be earned by the NEO. |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) Mr. Wilson received a one-time grant of stock options under the 2020 Employee Plan in connection with his salary reduction approved on December 1, 2023 pursuant to the Business Efficiency Program. These stock options vest in equal installments over two years from the grant date. |

  105. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information with respect to time-based RSUs that vested and market-based and performance-based PSUs that converted into time-based RSUs in connection with the Business Combination and vested, in each case during the fiscal year ended December 31, 2023.

  106. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Thomas R. Stanton | — | — | 87,049 | 471,150 | | Ulrich Dopfer | — | — | — | — | | James D. Wilson, Jr. | — | — | 18,814 | 101,836 | | Christoph Glingener | — | — | — | — | | Michael K. Foliano | — | — | 36,952 | 381,714 |

  107. Option Exercises and Stock Vested in 2023

    | (1) Represents (i) with respect to the NEOs other than Mr. Foliano, (A) the time-based RSUs that vested in 2023, which RSUs vest 25% on each of the first four anniversaries of the respective grant date, and (B) the market-based and performance-based PSUs that converted into time-based RSUs at the target level of performance on July 8, 2022 in connection with the Business Combination and vested at the conclusion of the applicable performance period, subject only to a continued service requirement through such date, and (ii) with respect to Mr. Foliano, the time-based RSUs that vested on April 14, 2023 pursuant to the Compensation Committee’s exercise of its discretion to accelerate the vesting of his unvested time-based RSUs in connection with his retirement from the Company. |

  108. Option Exercises and Stock Vested in 2023

    | (2) The value realized upon the vesting of the time-based RSUs (including the PSUs that converted into time-based RSUs) is calculated based upon the closing price of our common stock on Nasdaq on the applicable vesting dates. |

  109. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 The following table sets forth information regarding the deferred compensation plans in which our NEOs participated in 2023.

  110. Nonqualified Deferred Compensation in 2023

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (1) | | Thomas R. Stanton | — | — | 3,668,207 | — | 22,965,109 | | Ulrich Dopfer | — | — | — | — | — | | James D. Wilson, Jr. | — | — | (192,149) | — | 143,442 | | Christoph Glingener | — | — | — | — | — | | Michael K. Foliano | — | — | (303,231) | — | 1,708,116 |

  111. Nonqualified Deferred Compensation in 2023

    | (1) These amounts reflect the following amounts that have been reported as compensation to the NEO in previous proxy statements: Mr. Stanton, $21,970,186; Mr. Wilson, $335,592; and Mr. Foliano, $2,011,347. |

  112. Nonqualified Deferred Compensation in 2023

    We maintain the ADTRAN Holdings, Inc. Deferred Compensation Plan for Employees, the ADTRAN Holdings, Inc. Deferred Compensation Plan for Directors, the ADTRAN Holdings, Inc. Equity Deferral Program for Employees and the ADTRAN Holdings, Inc. Equity Deferral Program for Directors. These four plans were originally a single deferred compensation plan; however, for administrative purposes, we restated that single plan into four separate plans which we refer to herein, collectively, as a single “Deferred Compensation Plan.” This Deferred Compensation Plan is offered as a supplement to our tax-qualified 401(k) plan and is available to our officers and directors who have been duly appointed or elected by our Board of Directors or stockholders, as applicable. The Deferred Compensation Plan allows participants to defer a portion of their salaries and all or a portion of their annual VICC and equity awards, and permits us to make matching contributions on a discretionary basis, without the limitations that apply to the 401(k) plan. To date, we have not made any matching contributions under this plan. All contributions are unfunded and are credited to bookkeeping accounts for the participants, although we have set aside assets in a rabbi trust to pay for the benefits under the Deferred Compensation Plan. Each participant’s account is credited with earnings as if the account were invested as elected by the participant among pre-approved mutual funds. Benefits are usually distributed or begin to be distributed on the first day of the month following the six-month anniversary of the participant’s separation from service. Benefits will be paid in a single lump sum cash payment, and any deferred stock awards will be paid in whole shares of Adtran common stock with fractional shares paid in cash; however, a participant may, in some cases, elect to receive a portion of his or her benefit in installments paid over three or ten years. Under the Deferred Compensation Plan, participants are entitled to receive their benefits upon termination of employment (provided the termination is a “separation from service” as defined in Section 409A of the Internal Revenue Code). The amount they receive is based on their account balance, which would consist of their contributions to the plan and any earnings as described above. Benefits are not payable from the plan until the first day of the month following the six-month anniversary of the participant’s separation from service.

  113. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control This section describes the limited benefits that would be provided to our NEOs under our executive compensation arrangements upon a change of control of the Company or following termination of employment (provided, in some cases further described below, the termination must be a “separation from service” as defined in Section 409A of the Internal Revenue Code). We also provide tables below showing the potential benefits payable to each of our NEOs upon a change of control of the Company or following termination of employment as of December 31, 2023.

  114. Employment Agreements

    Employment Agreements Mr. Stanton’s Employment Agreement Under the terms of his Employment Agreement, Mr. Stanton is eligible for specified termination payments and benefits in the event of a termination of Mr. Stanton’s employment (i) due to his death or disability, (ii) by Mr. Stanton for good reason, by the Company without cause, or upon a non-renewal of the term of employment by the Company at the completion of the initial two-year term of employment, (iii) due to Mr. Stanton’s retirement (age 65 or age 55 and ten years of service) or (iv) in the event of a termination of employment by the Company without cause or by Mr. Stanton for good reason within two years following a change of control of the Company (excluding the Business Combination), subject to his execution and non-revocation of a release of claims in the Company’s favor and his compliance with confidentiality, non-competition, non-solicitation, non-disparagement and other covenants, all as more specifically provided for in the Employment Agreement. Mr. Dopfer’s and Dr. Glingener’s Employment Agreements Under the terms of their Employment Agreements with Adtran Networks, each of Mr. Dopfer and Dr. Glingener is eligible for specified termination payments and benefits in the event of a termination of his employment due to his death or inability to work as more specifically provided for in the Employment Agreements.

  115. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  116. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Adjusted EBIT (5) ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 5,847,661 | (3,434,422) | 1,291,473 | (349,239) | 81.61 | 114.44 | (259.3) | (9.9) | | 2022 | 10,467,712 | 9,153,853 | 1,110,338 | 1,053,973 | 203.51 | 100.08 | (8.9) | 52.2 | | 2021 | 4,515,356 | 6,565,639 | 1,155,022 | 1,381,134 | 243.02 | 131.83 | (8.6) | 11.3 | | 2020 | 2,898,033 | 4,106,999 | 900,561 | 1,059,643 | 154.37 | 124.20 | 2.4 | 10.8 |

  117. Pay Versus Performance

    | (1) The PEO for each year presented was Thomas R. Stanton. The individuals comprising the Non-PEO NEOs for each year presented are listed below: |

  118. Pay Versus Performance

    | 2023 | 2022 | 2021 | 2020 | | Ulrich Dopfer | Michael K. Foliano | Michael K. Foliano | Michael K. Foliano | | James D. Wilson, Jr. | James D. Wilson, Jr. | James D. Wilson, Jr. | James D. Wilson, Jr. | | Christoph Glingener | Ronald D. Centis | Ronald D. Centis | Ronald D. Centis | | Michael K. Foliano | Raymond Harris | Raymond Harris | Eduard Scheiterer | | | Christoph Glingener | | |

  119. Pay Versus Performance

    As discussed in Compensation Discussion & Analysis, Dr. Glingener became an NEO in July 2022 in connection with the Business Combination. Compensation amounts reflected in this Pay Versus Performance Disclosure for Dr. Glingener reflect only the period from July 15, 2022 through December 31, 2022.

  120. Pay Versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  121. Pay Versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  122. Pay Versus Performance

    | Year | Summary Compensation Table Total for Thomas R. Stanton ($) | Exclusion of Stock Awards for Thomas R. Stanton ($) | Inclusion of Equity Values for Thomas R. Stanton ($) | Compensation Actually Paid to Thomas R. Stanton ($) | | 2023 | 5,847,661 | (4,918,164) | (4,363,919) | (3,434,422) | | 2022 | 10,467,712 | (8,632,599) | 7,318,740 | 9,153,853 | | 2021 | 4,515,356 | (2,503,918) | 4,554,201 | 6,565,639 | | 2020 | 2,898,033 | (1,846,036) | 3,055,002 | 4,106,999 |

  123. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,291,473 | (825,756) | (814,956) | (349,239) | | 2022 | 1,110,338 | (567,713) | 511,348 | 1,053,973 | | 2021 | 1,155,022 | (596,692) | 822,804 | 1,381,134 | | 2020 | 900,561 | (419,856) | 578,938 | 1,059,643 |

  124. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  125. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Thomas R. Stanton ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Thomas R. Stanton ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Thomas R. Stanton ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Thomas R. Stanton ($) | Total - Inclusion of Equity Values for Thomas R. Stanton ($) | | 2023 | 1,346,597 | (4,573,766) | — | (1,136,750) | (4,363,919) | | 2022 | 5,844,855 | (1,132,391) | 1,158,854 | 1,447,422 | 7,318,740 | | 2021 | 1,507,454 | 2,288,391 | — | 758,356 | 4,554,201 | | 2020 | 1,578,027 | 1,271,442 | — | 205,533 | 3,055,002 |

  126. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 201,573 | (880,712) | — | (135,817) | (814,956) | | 2022 | — | (228,123) | 289,716 | 449,755 | 511,348 | | 2021 | 278,739 | 449,732 | — | 94,333 | 822,804 | | 2020 | 326,654 | 221,552 | — | 30,732 | 578,938 |

  127. Pay Versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the NASDAQ Telecommunications Index (“NASDAQ Telecom Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Telecom Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  128. Pay Versus Performance

    | (5) We determined Adjusted EBIT to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBIT is a non-GAAP measure used in our VICC, and is defined as the Company’s earnings before interest and tax, determined based on the Company’s audited financial results, and adjusted to remove: any restructuring expenses; acquisition-related expenses and amortization of intangibles; stock-based compensation expense; the non-cash change in fair value of equity investments held in the Deferred Compensation Plan; and any other non-GAAP exclusions approved by the Compensation Committee. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  129. Pay Versus Performance

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the cumulative TSR of the Company and the NASDAQ Telecom Index over the four most recently completed fiscal years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBIT The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and Adjusted EBIT during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

  130. Pay Versus Performance

    | Adjusted EBIT | | Gross Margin | | Relative TSR |

  131. Pay Ratio

    Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Stanton, our CEO. For 2023, our last completed fiscal year:

  132. Pay Ratio

    | • | the median of the annual total compensation of all employees of our Company (other than our CEO), was $84,303; and |

  133. Pay Ratio

    | • | the total compensation of our CEO in 2023, as reported in the “Total” column for 2023 of the Summary Compensation Table on page 47, plus an estimate for non-discriminatory health and welfare benefits, was $5,861,162. |

  134. Pay Ratio

    Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 70 to 1. Below is a description of the methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee. We believe that this information is useful to put into context the ratio comparing the annual total compensation of the median employee in our Company with the annual total compensation of our CEO. We determined that, as of December 31, 2023, our employee and service provider population, full and part time, consisted of approximately 3,579 individuals working at the Company and our consolidated subsidiaries. Given our global business, our workforce is distributed among a number of countries and regions. Of those, approximately 37% of these employees are located in the United States. We measured compensation using the 12-month period ended December 31, 2023. Our compensation programs vary from region to region and, among our various consolidated subsidiaries in each region, from country to country. Our employees are compensated on either a salaried basis or an hourly basis. In addition, some employees receive equity incentive awards, sales incentives and/or bonuses. We included salary or hourly wages, as applicable, as well as any equity incentive awards granted and bonuses and sales incentives earned for 2023 in our measurement to determine the median of the annual total compensation of all our employees. Our workforce includes a number of part-time employees and service provider/contractor employees. In making our determination of the median employee, we did not annualize the compensation of part-time employees, temporary employees or employees who were hired in 2023 but did not work for us or our consolidated subsidiaries for the entire fiscal year. We also did not make any cost-of-living adjustments in identifying the median employee. For purposes of this disclosure, we applied foreign currency to U.S. dollar exchange rates using the rate of exchange of each applicable currency as of December 31, 2023. Using this methodology, we determined that the median employee was a full-time, salaried employee located outside the United States. With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and added an estimated amount for non-discriminatory health and welfare benefits, resulting in annual total compensation of $84,303. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 2023 of the Summary Compensation Table appearing on page 47, and added an estimate for non-discriminatory health and welfare benefits.

  135. 2023 Director Compensation

    2023 Director Compensation The table below sets forth information regarding compensation paid to our directors for 2023.

  136. 2023 Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | All Other Compensation ($) | Total ($) | | H. Fenwick Huss | 139,250 | 120,002 | — | 259,252 | | Gregory McCray | 89,250 | 120,002 | — | 209,252 | | Balan Nair | 89,250 | 120,002 | — | 209,252 | | Brian Protiva | 89,250 | 120,002 | — | 209,252 | | Jacqueline H. Rice | 104,250 | 120,002 | — | 224,252 | | Nikos Theodosopoulos | 109,750 | 120,002 | — | 229,752 | | Kathryn A. Walker | 104,250 | 120,002 | — | 224,252 |

  137. 2023 Director Compensation

    | (1) At all times during 2023, Mr. Stanton was an employee of the Company and was not compensated separately for his service on the Company’s Board. The compensation received by Mr. Stanton as an employee of the Company is shown in the Summary Compensation Table on page 47. |

  138. 2023 Director Compensation

    | (2) These amounts represent the aggregate grant date fair value of 16,349 shares of time-based restricted stock granted to each of the Company’s non-employee directors on December 31, 2023. |

  139. 2023 Director Compensation

    Each of Dr. Huss, Messrs. McCray, Nair, Protiva and Theodosopoulos, and Mses. Rice and Walker held 16,349 shares of unvested time-based restricted stock as of December 31, 2023. At its meeting on January 20, 2023, the Compensation Committee approved certain increases to the non-employee director compensation program, as recommended by and in consultation with Pay Governance, the Committee’s compensation consultant. These increases were made in order to bring such compensation in line with the Company’s peers and the broader market. Non-employee director compensation for 2023 was as follows:

  140. 2023 Director Compensation

    | Pay Element | 2022 ($) | Increase for 2023 ($) | 2023 ($) | | Annual Cash Retainer | 90,000 | — | 90,000 | | Lead Director Retainer | 15,000 | 15,000 | 30,000 | | Annual Equity Grant | 90,000 | 30,000 | 120,000 | | Audit Chair Retainer | 10,000 | 15,000 | 25,000 | | Compensation Chair Retainer | 7,500 | 12,500 | 20,000 | | Nominating & Corporate Governance Chair Retainer | 7,500 | 7,500 | 15,000 | | ESG Chair Retainer | 7,500 | 7,500 | 15,000 |

  141. 2023 Director Compensation

    The annual cash retainer of $90,000 is payable quarterly in advance, and the cash retainers and equity grant are prorated based on the length of such director’s service on the Board and/or committee, as applicable, during 2023. Directors who are employees of the Company receive no directors’ fees. All directors are reimbursed for their reasonable expenses in connection with the performance of their duties. Directors are also eligible to participate in the Deferred Compensation Plan. Our non-employee directors were entitled to participate in the 2020 Directors Plan, which our stockholders approved at the 2020 Annual Meeting of Stockholders. Upon initially joining the Board, a new director will receive an initial award equal to 50% of the value of the annual equity grant made in the calendar year prior to the calendar year in which the new director joins the Board, or a lesser amount as determined in the discretion of our Board. The initial grant will be in addition to any annual grant. Grants under the 2020 Directors Plan are in the form of restricted stock unless our Board (upon recommendation from the Compensation Committee) determines to grant awards in the form of RSUs or nonqualified stock options. Awards granted under the 2020 Directors Plan (whether in the form of restricted stock, RSUs or nonqualified stock options) vest in full on the first anniversary of the grant date, unless the vesting schedule is varied by the Compensation Committee in the director’s award agreement. Any cash dividends paid on the Company’s common stock during the restricted period are credited to the director’s account and paid in additional shares at the time of vesting. Unvested shares of restricted stock vest immediately upon a change of control of the Company or if the director’s service is terminated due to death or disability. In the event of a director’s “separation from service,” the Compensation Committee may in its discretion accelerate the vesting of unvested shares of restricted stock or permit continued vesting on the original vesting schedule. On February 29, 2024, the Board adopted the ADTRAN Holdings, Inc. 2024 Directors Stock Plan (the “2024 Directors Plan”), as described in more detail in Proposal 3 of this Proxy Statement, which is subject to stockholder approval at the Annual Meeting. If approved by the stockholders at the Annual Meeting, the Compensation Committee intends to grant all future incentive awards to non-employee directors under the 2024 Directors Plan and no additional grants will be made under the 2020 Directors Plan.