DEF 14A of Extreme Networks Inc
Filed Sep 18, 2026 · FY20260001193125-26-395545
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The terms of our current directors expire upon the election and qualification of the directors to be elected at the 2026 Annual Meeting. The Board has nominated seven persons for election at the Annual Meeting to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. Our Board’s nominees for election at the 2026 Annual Meeting are Ingrid J. Burton, Charles P. Carinalli, Kathleen M. Holmgren, Edward H. Kennedy, Ronald J. Pasek, Edward B. Meyercord, and John C. Shoemaker, all of whom are presently directors of Extreme Networks. Rajendra (“Raj”) Khanna is not standing for reelection at the 2026 Annual Meeting. Please see below under the heading “Board of Directors” for information concerning the nominees. If elected, each nominee will serve as a director until the 2027 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Each nominee has indicated to us that he or she will serve if elected. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or who will decline to serve as a director. However, if a nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for a substitute nominee recommended by the Nominating and Corporate Governance Committee (“Nom Gov Committee”) and approved by our Board. Directors are elected by a plurality of the votes cast. The seven nominees receiving the highest number of “For” votes cast will be elected to the Board, provided a quorum is present. Votes “For,” votes to “Withhold” authority, and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum, but votes “withheld” and broker non-votes will have no effect on the outcome of the election. If you sign and return a proxy card without giving specific voting instructions as to the election of any director, your shares will be voted in favor of the nominees recommended by our Board. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES NAMED ABOVE.
ELECTION OF DIRECTORS
| 2026 PROXY STATEMENT | | 5 |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The following are the current members of our Board of Directors. Rajendra (“Raj”) Khanna, who currently serves on our Board, is not standing for reelection at the 2026 Annual Meeting. The remaining seven directors are candidates for election at the 2026 Annual Meeting.
BOARD OF DIRECTORS
| EDWARD B. MEYERCORD President & CEO | Director since: 2009 Independent: no Age: 61 Committees: none | JOHN C. SHOEMAKER Board Chair | Director since: 2007 Independent: yes Age: 83 Committees: Nom Gov (Chair); Compensation | | INGRID J. BURTON | Director since: 2019 Independent: yes Age: 64 Committees: Nom Gov | CHARLES P. CARINALLI | Director since: 1996 Independent: yes Age: 78 Committees: Compensation (Chair); Nom Gov | | KATHLEEN M. HOLMGREN | Director since: 2015 Independent: yes Age: 68 Committees: Nom Gov; Audit; Compensation | EDWARD H. KENNEDY | Director since: 2011 Independent: yes Age: 71 Committees: Audit; Compensation | | RAJENDRA (“RAJ”) KHANNA | Director since: 2014 Independent: yes Age: 80 Committees: Audit | RONALD J. PASEK | Director since: 2026 Independent: yes Age: 65 Committees: Audit (Chair) |
BOARD OF DIRECTORS
There are no family relationships among any of our directors or executive officers. None of our directors are appointed pursuant to any arrangement with the Company. Pursuant to the offer letter between the Company and Mr. Meyercord respecting his employment, Mr. Meyercord must immediately resign as a director of the Board when his employment with the Company terminates. The biography of each of our director nominees below contains information regarding the person’s service as a director, business experience, other director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, and the experiences, qualifications, attributes or skills that caused the Nom Gov Committee and our Board to determine that the person should serve as a director.
BOARD OF DIRECTORS
| 2026 PROXY STATEMENT | | 6 |
Nominees for Election
Nominees for Election
EDWARD B. MEYERCORD
EDWARD B. MEYERCORD Mr. Meyercord has served as our President and Chief Executive Officer since April 2015. Mr. Meyercord joined our Board of Directors as an independent director in October 2009 and served as Chair from March 2011 until August 2015. Prior to assuming his operating role at Extreme Networks in April 2015, Mr. Meyercord was Chief Executive Officer and Director at Critical Alert Systems, LLC, a privately held software-driven, healthcare information technology company from 2011 to 2015. Prior to that, Mr. Meyercord served as Chief Executive Officer, President, and Director of Cavalier Telephone, LLC, a privately held voice, video, and data services company, from 2006 to 2009. He served as Chief Executive Officer, President, and Director of Talk America Holdings, Inc., a publicly traded company that provided phone and internet services to consumers and small businesses throughout the United States, from 1996 to 2006. Earlier in his career, Mr. Meyercord served as a VP in the investment banking division of Salomon Brothers Inc. (now part of Citigroup, Inc.), a Wall Street investment bank, from 1993 to 1996. He also served on the board of Tollgrade Communications, Inc., a then publicly traded telecommunications company, from August 2009 to May 2011. Mr. Meyercord has served as a director of SpayFirst, a non-profit animal welfare organization, since 2017. Mr. Meyercord holds a B.A. in economics from Trinity College in Hartford, Connecticut, and an M.B.A. from the Stern School of Business at New York University. Mr. Meyercord brings to the Board his extensive executive experience in leadership, management, operations, sales and marketing, strategy, execution, mergers and acquisitions, and finance. His background in the healthcare and telecommunications industries provides our Board with valuable industry expertise in several of our key markets. Also, the Board believes it is valuable to have the Company’s Chief Executive Officer serve on the board to bring in-depth perspective on the Company’s current operations, strategy, financial condition, and competitive position.
JOHN C. SHOEMAKER
JOHN C. SHOEMAKER Mr. Shoemaker has served as one of our directors since October 2007 and has been the Chair of the Board since February 2017. He currently serves as a consultant to the high technology industry and also serves as a mentor to corporate executives. Since April 2023, Mr. Shoemaker has served as an advisor/investor of TalentSky, Inc., a private startup in the career development space. He served as a director for NYRIAD, a privately held software development company, from 2017 until 2025, and served on the board of directors of Altera Corporation, a publicly traded provider of programmable logic solutions, from 2007 until it was acquired by Intel Corporation in 2015. Mr. Shoemaker was a member of the board of directors of SonicWall, a then publicly traded firewall and cybersecurity solutions company, from 2004 to 2010, serving as its chair from 2007 to 2010. Mr. Shoemaker is a member of the Board of Trustees at Hanover College and a member of the Indiana University School of Business Dean’s Advisory Council for the school of Informatics, Computing, and Engineering, and the Johnson Center for Entrepreneurship Board. Mr. Shoemaker’s executive management experience includes various positions from 1990 to 2004 at Sun Microsystems, Inc., where he held roles that included EVP, Worldwide Operations Organizations and EVP and General Manager for its Computer Systems Division. Mr. Shoemaker previously held a number of senior executive positions with the Xerox Corporation, a provider of document management technology and services, including as SVP, Worldwide Marketing. Mr. Shoemaker earned a B.A. in political science and business administration from Hanover College and an M.B.A. from Indiana University’s Kelley School of Business. Mr. Shoemaker was named the Entrepreneur of the Year by the Kelley School of Business in 2019 and was awarded an honorary Doctor of Humane Letters degree that same year. Mr. Shoemaker brings to the Board his extensive executive experience in senior level management positions in the technology industry, particularly in hardware systems, and provides strong operational, management, and financial expertise to our Board.
INGRID J. BURTON
INGRID J. BURTON Ms. Burton has served as one of our directors since August 2019. She serves as a member of the board of directors of FemtoAI (formerly “Femtosense”), an AI neuromorphic computing company. She serves as an advisor to Luminous.AI, a software startup focused on AI risk and audits, a position she has held since October 2022. From May 2024 to October 2024, she served as the marketing leader at Groq, an AI inference technology company. She was an advisor to Dataiku, a leader in enterprise AI, from June 2021 to March 2024. From May 2022 to October 2023, she was a member of the board of directors of Fogo de Chão.
INGRID J. BURTON
| 2026 PROXY STATEMENT | | 7 |
INGRID J. BURTON
Ms. Burton previously served as Chief Marketing Officer for Quantcast, a global advertising technology company, which position she held from November 2020 to March 2022. She served as Chief Marketing Officer at H2O.ai, an open source AI and machine learning technology company from February 2018 to August 2020. Previously, from July 2015 to March 2017, Ms. Burton was Chief Marketing Officer of Hortonworks, a data software company. From January 2013 to June 2015, Ms. Burton was SVP for Technology and Innovation Marketing, with SAP, a global enterprise software company. Ms. Burton previously held chief marketing officer positions with Silver Spring Networks and Plantronics, and held various executive and senior management positions in marketing over 20 years with Sun Microsystems. Ms. Burton holds a B.A. in Mathematics with a focus in Computer Science from San Jose State University. In addition, she holds the National Association of Corporate Directors (“NACD”) Directorship Certification and has completed the NACD Cybersecurity course, earning the CERT Certificate in Cyber-Risk Oversight. This certificate, developed by NACD, Ridge Global, and the CERT division of the Software Engineering Institute at Carnegie Mellon University, demonstrates her commitment to advanced cybersecurity literacy. Ms. Burton brings to the Board extensive experience in technology, artificial intelligence, enterprise software, and marketing, as well as valuable insight into go-to-market strategy, innovation, and customer engagement.
CHARLES P. CARINALLI
CHARLES P. CARINALLI Mr. Carinalli has served as one of our directors since October 1996. Mr. Carinalli has been a Principal of Carinalli Ventures since January 2002. Mr. Carinalli has extensive public and private board experience, having served as a director of Algorithmic Intuition, Inc., a privately held medical electronics company, from 2020 to 2023; Dhaani Systems, a privately held IT-energy management company from 2009 to 2023; Fairchild Semiconductor International, Inc., a publicly traded semiconductor company from 2002 until its acquisition by ON Semiconductor, a publicly traded semiconductor company, in 2016; Atmel Corporation, a publicly traded semiconductor company, from 2008 until its acquisition by Microchip Technology in 2016; and Clearwater Communications, Inc., a privately held telecommunications company, from 2000 to 2001. From 1999 to May 2002, Mr. Carinalli was Chief Executive Officer and a director of Adaptive Silicon, Inc., a privately held developer of semiconductor products. From December 1996 to July 1999, Mr. Carinalli served as President, Chief Executive Officer, and a director of WaveSpan Corporation, a developer of wireless broadband access systems until the company was acquired by Proxim, Inc., a broadband wireless networking systems company. From 1970 to 1996, Mr. Carinalli served in various positions at National Semiconductor Corporation, a publicly traded semiconductor company that developed and sold analog-based semiconductor and integrated communication products, most recently serving as SVP and Chief Technical Officer. Mr. Carinalli holds a B.S. in electrical engineering from the University of California, Berkeley, and an M.S. in electrical engineering from Santa Clara University. Mr. Carinalli brings to the Board extensive engineering and engineering management expertise, as well as general management expertise and technology expertise, which aids our Board in understanding product development, engineering management, and strategic planning, as well as risk assessment and planning.
KATHLEEN M. HOLMGREN
KATHLEEN M. HOLMGREN Ms. Holmgren has served as one of our directors since November 2015. In May 2026, Ms. Holmgren joined the Board of Directors of Mission Produce, Inc., a publicly traded agricultural, marketing, and distribution company. She also is a member of the Board of Directors of Automation Anywhere, Inc., a privately held American global software company that provides an AI-powered platform for end-to-end process automation, where she serves as chair of their compensation committee. Ms. Holmgren was also the Chief Operating Officer for Automation Anywhere, Inc. from March 2013 through August 2015 and then served as Chief Officer - Future Workforce until March 2018. Ms. Holmgren joined the board of directors of Calavo Growers, Inc., a publicly traded food and distribution company, in January 2017 and was serving as chair of the board at the time of the company’s acquisition in May 2026 by Mission Produce. From May 2017 through January 2021, Ms. Holmgren was a member of the Board of Directors of Fresh Realm, LLC, a privately held delivery and business platform for the perishable food industry, representing Calavo Growers’ interests. In June 2021, Ms. Holmgren became an advisor to Circle Security, a cybersecurity platform powered by a patented decentralized cryptographic architecture purpose-built to deliver true prevention. She served on the Board of Group Delphi, a private design and media production company, from July 2014 through December 2019, and from October 2009 to December 2016, she served as a director at the Alliance of Chief Executives, LLC, an organization for chief executives. Since 2008, Ms. Holmgren has served as a Principal at Sage Advice Partners, a management consulting firm specializing in the high-tech and green-tech markets. She held the position of President and Chief Executive Officer of Mendocino Software, a privately held enterprise-class application data developer, from November 2007 to March 2008. Prior to November 2007, Ms. Holmgren spent over 20 years at Sun Microsystems, Inc., a publicly held enterprise software company acquired by Oracle Corporation in 2010, where
KATHLEEN M. HOLMGREN
| 2026 PROXY STATEMENT | | 8 |
KATHLEEN M. HOLMGREN
she held increasingly senior roles, culminating in SVP, Storage Systems. Ms. Holmgren holds a B.S. in Industrial Engineering from California Polytechnic State University and an M.B.A from the Stanford Graduate School of Business. In November 2021, Ms. Holmgren received the Top 100 Director award from the NACD. Ms. Holmgren brings to the Board her knowledge and expertise in executive leadership in storage, enterprise software, and management consulting industries, and provides expertise in operations, strategic planning, and risk assessment. Mr. Kennedy has served as one of our directors since April 2011. Mr. Kennedy served on the Board of Directors of Motionworks, a predictive population intelligence platform, from May 2023 to December 2024. He has previous public company board experience, having served as a director of Visual Networks, Inc., a network and performance management solutions provider, from 2002 until it was acquired by Fluke Electronic Corporation, an electronic test tools and software company, in 2006. He also served on several private boards: Avizia from 2014 until its merger with American Well in July 2018; Hatteras Networks from 2005 to 2011, when Hatteras Networks merged with Overture; and Imagine Communications from 2007 until its acquisition by Harris Broadcast in 2010. He also served as a board member of the Grid Wise Alliance, a leading industry coalition driving the modernization of the U.S. electric system from 2013 to 2017. He currently serves on the Virginia Tech Dean of Engineering Advisory Committee. He served on the Executive Parent Board of Villanova University from 2015 through 2025 and was a Trustee of Flint Hill School, a private JK-12 college preparatory school in Oakton, Virginia, from 2011 to 2020. Since September 2018, Mr. Kennedy has been a Principal at Kenko Partners, a consulting and investment firm focused on technology and real estate. From June 2017 until September 2018, Mr. Kennedy served as the President and Chief Executive Officer of Cenx, Inc., a leader in service orchestration solutions for software-defined and virtualized networks before the company was acquired by LM Ericsson in 2018. From June 2010 to April 2017, Mr. Kennedy served as the Chairman, Chief Executive Officer and President of Tollgrade Communications, Inc., a telecommunication and smart grid company which he took private to Golden Gate Capital and then later divested the Smart Grid business to Hubbell (Aclara) and divested the Telco business to Enghouse Systems, a Canadian-based, publicly traded software and services company, in April 2017. Mr. Kennedy previously served as the Chief Executive Officer and President of Rivulet Communications, Inc., a medical video networking company, from 2007 until it was acquired by NDS Surgical Imaging, LLC, a medical imaging and informatics systems company, in 2010. He also previously served as President of Tellabs North American Operations, an optical network technology company, and as EVP of Tellabs, Inc. from 2002 to 2004. Mr. Kennedy co-founded Ocular Networks, Inc., a provider of optical networking technologies, in 1999 and served as its Chief Executive Officer and President until it was sold to Tellabs, Inc. in 2002. He has also held various executive positions at several telecommunications equipment companies, including Alcatel-Lucent S.A. (previously Alcatel Data Network), a publicly traded French global telecommunications equipment company, and Newbridge Networks Corporation, a then publicly traded Canadian digital networking equipment company. Mr. Kennedy was a Venture Partner at Columbia Capital, a private equity investment firm, from 2005 to 2007, where he advised regarding investments into new and existing portfolio companies. Mr. Kennedy holds a B.S. in electrical engineering from the Virginia Polytechnic Institute and State University. Mr. Kennedy brings to the Board his extensive financial and executive leadership experience in technology companies, including networking companies, and provides management and financial expertise to our Board. He also brings significant strategic and M&A expertise to the board. He has been a member of NACD since 2017.
Director Compensation
Director Compensation We maintain a non-employee director compensation program, pursuant to which cash fees and equity awards are paid to our non-employee directors in exchange for their service on our Board and its committees. For fiscal 2026, the compensation paid to our non-employee directors was as set forth below. Mr. Meyercord, who serves as our President and Chief Executive Officer, does not receive any additional compensation for his service on our Board.
2026 DIRECTOR COMPENSATION
2026 DIRECTOR COMPENSATION The compensation information for our non-employee directors who served during fiscal 2026 is set forth below:
2026 DIRECTOR COMPENSATION
| Name | Director Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | Total ($) | | Charles P. Carinalli | 135,000 | 214,983 | 349,983 | | Edward H. Kennedy | 132,500 | 214,983 | 347,483 | | Rajendra (“Raj”) Khanna | 140,000 | 214,983 | 354,983 | | Ingrid J. Burton | 115,000 | 214,983 | 329,983 | | John C. Shoemaker | 232,000 | 214,983 | 446,983 | | Kathleen M. Holmgren | 137,500 | 214,983 | 352,483 | | Ronald J. Pasek(3) | 58,610 | 184,399 | 243,009 |
2026 DIRECTOR COMPENSATION
(1) Represents the aggregate grant date fair value computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation, and does not reflect whether the director has actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Note 11 to our consolidated financial statements in our Form 10-K for fiscal 2026. (2) The following table shows the aggregate number of unvested stock awards (RSUs) held as of June 30, 2026, by each of our non-employee directors who served during fiscal 2026:
2026 DIRECTOR COMPENSATION
| Name | Stock Awards (#) | | Charles P. Carinalli | 11,767 | | Edward H. Kennedy | 11,767 | | Rajendra (“Raj”) Khanna | 11,767 | | Ingrid J. Burton | 11,767 | | John C. Shoemaker | 11,767 | | Kathleen M. Holmgren | 11,767 | | Ronald J. Pasek | 11,075 |
2026 DIRECTOR COMPENSATION
(3) Mr. Pasek was appointed to the Board effective January 5, 2026.
2026 DIRECTOR COMPENSATION
| 2026 PROXY STATEMENT | | 12 |
Fiscal 2026 Compensation Was Closely Aligned With Performance
Fiscal 2026 Compensation Was Closely Aligned With Performance Our executive compensation programs are designed to deliver pay in accordance with corporate and individual performance. For fiscal 2026, our performance was reflected in the compensation of our NEOs in a number of ways: • Short-term Cash Incentive Payouts Were Below Target - Overall payouts under the Extreme Incentive Plan (“EIP”), our short-term cash incentive plan, for fiscal 2026 were approximately 96.2% of target. This reflected payouts at 100.3% of target for the first half of fiscal 2026, and payouts at 92.1% of target for the second half of fiscal 2026, in each case based on the Company’s performance relative to applicable goals, which are set at a level to challenge the Company to achieve strong results, without unduly incentivizing risky behavior. • Long-term Incentive Payouts Reflect Actual Company Performance - Six sets of grants of performance-based equity awards were subject to ongoing performance periods during fiscal 2026, as summarized below:
Fiscal 2026 Compensation Was Closely Aligned With Performance
| Grant | Performance Criteria | Outcome | | August 2022 PSUs | TSR relative to the Russell 2000 Index over an overall three-year performance period | The first and second tranches were earned at 100% of target. For the full three-year performance period ended August 15, 2025, the TSR for the Company exceeded the TSR for the Russell 2000 Index by 37.52%, and on August 15, 2025, the Compensation Committee certified the full award to be earned at 150% of target. | | May 2023 PSUs – CFO New Hire Grant | TSR relative to the Russell 2000 Index over an overall three-year performance period | For the one-year performance period ended May 30, 2024, the TSR for the Company underperformed the TSR for the Russell 2000 Index by 50.46%, and on May 31, 2024, the Compensation Committee certified the first tranche to be earned at 0% of target. For the two-year performance period ended May 30, 2025, the TSR for the Company underperformed the TSR for the Russell 2000 Index by 30.60%, and on May 30, 2025, the Compensation Committee certified the second tranche to be earned at 39% of target. For the full three-year performance period ended May 30, 2026, the TSR for the |
Fiscal 2026 Compensation Was Closely Aligned With Performance
| | | Company underperformed the TSR for the Russell 2000 Index by 29.99%, and on May 30, 2026, the Compensation Committee certified the full award to be earned at 40% of target. | | August 2023 PSUs | TSR relative to the Russell 2000 Index over an overall three-year performance period | As of June 30, 2026, the first and second tranches were earned at 0% of target and the third tranche was tracking at 0% of target. For the full three-year performance period ended on August 15, 2026, after the end of the fiscal year, the TSR for the Company underperformed the TSR for the Russell 2000 Index by 50.85%, and on August 15, 2026, the Compensation Committee certified the full amount of the award to be earned at 0% of target. | | August 2023 Stock Price Based Long Term Incentive (“SLTI”) PSUs - CEO | Stock price performance relative to rigorous stock price growth targets that may be met over a three- or four-year period. | As of June 30, 2026, the stock price had not met the threshold for this award to be earned. For the applicable three-year performance period ended on August 15, 2026, after the end of the fiscal year, the $41.38 stock price target was not achieved, and on August 15, 2026, the Compensation Committee certified that no portion of the award was eligible to vest at that time. | | August 2024 PSUs | TSR relative to the Russell 2000 Index over an overall three-year performance period | As of June 30, 2026, the first tranche was earned at 100% of target and the second tranche was tracking at 100% of target. For the two-year performance period ended on August 15, 2026, after the end of the fiscal year, the TSR for the Company outperformed the TSR for the Russell 2000 Index by 75.11%, and on August 15, 2026, the Compensation Committee certified the second tranche to be earned at 100% of target. |
Fiscal 2026 Compensation Was Closely Aligned With Performance
| August 2025 PSUs | TSR relative to the Russell 2000 Index over an overall three-year performance period | As of June 30, 2026, the first tranche was not yet earned but was tracking at 100% of target. For the one-year performance period ended on August 15, 2026, after the end of the fiscal year, the TSR for the Company outperformed the TSR for the Russell 2000 Index by 25.71%, and on August 15, 2026, the Compensation Committee certified the first tranche to be earned at 100% of target. |
Fiscal 2026 Compensation Was Closely Aligned With Performance
Long-term Incentive Awards Granted During Fiscal 2026 Were Reasonable and Appropriate - For fiscal 2026, half of the annual awards for Mr. Meyercord, Mr. Rhodes, and Ms. Motiey (on a per share basis) were awarded in the form of PSUs that may be earned, if at all, based on the Company’s TSR relative to the Russell 2000 Index over a three-year performance period. The Compensation Committee granted the remaining half of annual awards as time-based RSUs that vest based on continued service over three years, to encourage retention while further tying realizable compensation from such equity awards to the Company’s long-term stock price.
CEO Target Compensation Versus Estimated Realizable Compensation
CEO Target Compensation Versus Estimated Realizable Compensation The strong link between pay and performance is further illustrated by the chart below, which shows that our CEO’s estimated realizable pay for fiscal years 2024, 2025, and 2026 was on average 108% of his target direct compensation. While the Summary Compensation Table reflects a measure of total compensation that includes the grant date fair value for equity awards, we believe that an assessment can be made by considering our CEO’s estimated realizable pay, which is based on the value of equity awards at vesting or exercise (or estimated value at the end of fiscal 2026 if not yet vested or exercised), and provides another important perspective on our CEO’s compensation package insomuch as it shows the amounts actually earned. The following graph illustrates the impact of our performance-based compensation programs on the total compensation of our CEO and compares his targeted compensation to estimated realizable pay as of June 30, 2026. (1) Target Compensation: Target compensation for each year reflects actual salary paid during the year, target bonus for the year, and the grant date target value of long-term incentive grants awarded in that year. Estimated Realizable Compensation: Estimated realizable compensation for each year reflects (a) actual salary paid during the year; (b) actual bonus paid for the year’s performance; (c) the value of the RSUs granted that year as of the applicable vesting date or June 30, 2026, if outstanding; and (d) the value of the performance-based equity granted that year as of the applicable vesting date or based on performance through June 30, 2026, if outstanding.
COMPENSATION PHILOSOPHY, OBJECTIVES, AND PROCESS
COMPENSATION PHILOSOPHY, OBJECTIVES, AND PROCESS Our guiding principle in establishing executive compensation is to align compensation with the creation of stockholder value while achieving the Company’s strategic objectives and financial goals. Consistent with this principle, we seek to provide a competitive total compensation package that allows us to attract high quality candidates for senior leadership positions, to retain these employees, and to establish a total compensation program which motivates and rewards individual and team performance in alignment with our short- and long-term business strategies and objectives. Our compensation program is designed to provide accountability at both the individual and team level with respect to both absolute and relative competitive performance. We also align the interests of our executives and our stockholders by providing variable compensation to our executives that is directly linked to the performance of the Company and to our stock price. As illustrated below, the vast majority of our NEOs’ fiscal 2026 compensation is variable and at risk, with a substantial portion (PSUs and short-term cash incentives) directly tied to the Company’s financial and stock price performance goals. The graph below consists of base salary, bonuses, actual short-term cash incentives and the grant-date value of equity awards granted during fiscal 2026. Annual compensation opportunities for a given NEO are determined with reference to competitive market data, as well as the individual’s experience, knowledge, skills, and performance. See additional detail below under the heading “Compensation-Setting Process.”
Compensation Best Practices
Compensation Best Practices The Company’s executive compensation program includes a number of features intended to reflect best practices and to help ensure that the program aligns with stockholder interests: • Incentive Plan Payouts Tied to Company Performance - Our EIP provides for cash bonuses tied to the achievement of key Company financial objectives, and our long-term incentives include PSUs tied to the Company’s TSR performance relative to the Russell 2000 over an overall three-year period or absolute stock price performance over a three- or four-year period. • No Compensation Guarantees - The Company does not guarantee to our NEOs continued employment or salary increases, bonuses, pension arrangements, equity awards, or deferred compensation arrangements. Limited Perquisites - The Company provides minimal perquisites to our NEOs, consistent with those that are available to all full-time U.S. employees. In fiscal 2026, our NEOs did not receive any material perquisites other than a disability insurance top-up for Mr. Meyercord and Ms. Motiey.
Compensation Best Practices
Reasonable Severance Benefits - Our NEOs are eligible to receive certain severance benefits and payments upon qualifying termination, including in connection with a change in control. This provides consistency and predictability in the Company’s treatment of such executive officers upon termination of employment and encourages our executives to continue to serve the Company through a potential change in control transaction. Severance is not paid upon an NEO’s resignation. No Tax Gross-Ups - The Company does not provide for excise tax gross-ups following a change in control. • Mitigation of Compensation-Related Risk - The Company has adopted policies, including an insider trading policy, which policies are subject to oversight by independent committees of the Board, to mitigate compensation-related risk. • No Hedging or Speculative Transactions of Securities - In accordance with our insider trading policy, all executive officers and directors, are prohibited from engaging in speculative transactions in Company securities, including engaging in short sales, engaging in transactions with respect to put options, call options or other derivative securities, or engaging in any other forms of hedging transactions. • Recoupment or Clawback Policy - The Company has adopted a recoupment policy, sometimes called a “clawback” policy intended to comply with SEC and Nasdaq listing standards. Accordingly, as set forth in the policy, the Company is required to recover certain erroneously paid incentive-based compensation, including cash incentive or performance-vesting equity compensation, of its current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement. • Stock Ownership Guidelines - We require that each NEO other than our CEO, own a minimum number of shares valued at two times (2X) their respective annual salary, and that our CEO own a minimum number of shares valued at five times (5X) his annual salary. Unearned appreciation or performance awards are not considered when determining whether the ownership guidelines have been met. Each NEO has five years from his or her date of hire, date designated as an NEO, or from the date of an increase in the ownership value requirements, as applicable, to attain the minimum ownership level.
Compensation Consultant
Compensation Consultant In connection with our desire to make our executive compensation competitive, to more closely tie future compensation to performance, and to further align executive compensation with the creation of stockholder value, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm with expertise in the technology sector, to assist it in the performance of its duties and to advise it with respect to compensation matters for fiscal 2026. In its role as independent compensation consultant and at the request of the Compensation Committee, Compensia participated in Compensation Committee meetings and provided compensation advice to the Compensation Committee on: the competitiveness of NEO compensation levels as compared to market (as represented by our peer group); • revisions and additions to the Company’s peer group, goal metrics and bonus design; • the compensation mix between cash and equity; and • developments in legislation and regulation affecting executive compensation. Although the Company pays Compensia’s fees for its engagement by the Compensation Committee, the Compensation Committee has sole discretion with respect to Compensia’s continued engagement and assignments. Further, the Compensation Committee has reviewed Compensia’s independence and determined that its work does not give rise to any conflicts of interest. Additional details regarding the Compensation Committee’s relationship and review of Compensia are also set forth above under the heading “Corporate Governance—Committees of the Board—Compensation Committee.”
Peer Group Selection and Review
Peer Group Selection and Review The Compensation Committee considers a variety of factors when setting the compensation of our NEOs, including competitive market data, as well as the individual’s experience, knowledge, skills, performance, and need for retention. The Compensation Committee evaluates pay competitiveness on an element-by-element basis, as well as on a total compensation basis. The peer group data reviewed includes a range of pay levels including the 25th, 50th, and 75th percentile of the members of the peer group. While the Compensation Committee does not establish compensation levels by benchmarking to a specific percentile within our peer group, the Compensation Committee reviews the practices of members of the peer group to better understand and assess the competitiveness of the compensation that the Company pays to its executives, both with respect to each compensation element and the overall compensation package. On February 12, 2025, following consultation with Compensia, the Compensation Committee approved our peer group for fiscal 2026 compensation decisions. The peer group included the following companies:
Peer Group Selection and Review
| Box | Harmonic | Qualys | | Calix | Lumentum | Rapid7 | | Commvault Systems | NETGEAR | Ring Central | | DigitalOcean Holdings | NetScout Systems | SolarWinds* | | Dynatrace | Nutanix | Teradata | | Five9 | Okta | Viavi Solutions |
Peer Group Selection and Review
*SolarWinds ceased trading as a public company following its acquisition by Turn/River Capital on April 16, 2025. For fiscal 2026, this peer group consisted of computer networking, communication equipment companies, cloud-oriented companies, and other technology companies with approximately $593.0 million to $2.5 billion in revenue, with a 50th percentile at $944.0 million, and market capitalizations of approximately $733 million to $18.0 billion, with a 50th percentile at $3.3 billion, as of December 2024. The 2026 peer group aligned with our cloud-oriented business focus. Relative to the fiscal 2025 peer group, the revised 2026 peer group excluded Everpure (formerly known as Pure Storage), Infinera, and Varonis Systems, and added DigitalOcean Holdings, Harmonic, NetScout Systems, and Okta.
Peer Group Selection and Review
| 2026 PROXY STATEMENT | | 43 |
COMPENSATION PROGRAM ELEMENTS
| Element | Purpose | | Base salary | Attract and retain talented employees. Reflects job responsibilities and serves as the primary element of fixed compensation and balance to performance-based risks. | | Short-term incentives | Encourage and reward overall company performance relative to our current plans and objectives, particularly in the short term. | | Long-term equity incentives | Promote the achievement of longer-term financial and strategic objectives. Encourage employee retention. Align the interests of our executives and stockholders by tying rewards to long term gains in stockholder value. | | Change in control and severance benefits | Retain our executives during the pendency of a proposed change in control transaction. Avoid adverse impacts to the morale of our executives and of uncertainty regarding continued employment. Align the interests of our executives and stockholders in the event of a change in control. Assist with the recruitment of executives and other key employees. In the event of a change in control, double-trigger cash severance is limited to a multiple of two times target annual cash compensation for our CEO and one and a half times target annual cash compensation for the other officers. | | Other benefits | Attract and retain talented employees or facilitate their focus on their duties to the Company. Provide health and welfare benefits with assurance of financial support in the event of illness or injury. Encourage retirement savings. Encourage additional equity ownership by employees. |
Short-Term Cash Incentives: Extreme Incentive Plan
Short-Term Cash Incentives: Extreme Incentive Plan The Compensation Committee establishes a short-term cash incentive plan each year under our EIP, which is applicable to our employees (other than sales personnel on variable compensation plans), including all of our NEOs. The EIP is designed to reward Company performance relative to our current plans and objectives, particularly in the short term. The structure and elements of the plan are reviewed and set semi-annually based upon expectations for our business derived from our annual operating plan. This approach enables the Compensation Committee to select performance metrics that are appropriate in light of evolving market conditions and areas of near-term focus. As in fiscal 2025, the EIP approved by the Compensation Committee for fiscal 2026 provided for semi-annual payouts based on the Company’s achievement of pre-established performance goals for each of the first and second halves of fiscal 2026. The Compensation Committee implements the short-term cash incentive plan through semi-annual performance targets to allow it to better set challenging, yet reasonable goals that take into account the current economic environment, the industry, and the Company’s business. The semi-annual target levels for the performance metrics during fiscal 2026 were derived from the Company’s annual operating plan. For fiscal 2026, the EIP was funded based on the achievement of pre-established Net Revenue, Bookings Annual Contract Value (“ACV”), and EBITDA (excluding bonus payout) performance goals. During each half, Net Revenue was weighted at 30%, Bookings ACV was weighted at 30%, and EBITDA (excluding bonus payout) was weighted at 40%. The threshold, target, and maximum goals for each half of fiscal 2026 and their corresponding performance levels are set forth in the tables below. Achievement between threshold and target levels and between target and maximum levels is determined based on linear interpolation.
Short-Term Cash Incentives: Extreme Incentive Plan
| 2026 PROXY STATEMENT | | 44 |
Short-Term Cash Incentives: Extreme Incentive Plan
Bookings ACV represents the total annualized value of a contract between a company and its customer and is typically used in subscription-based businesses or service agreements. EBITDA represents non-GAAP net income before interest expense, income tax expense, and depreciation and amortization expense. Non-GAAP net income was calculated as GAAP net income, adjusted for amortization of intangibles, share-based compensation, restructuring charges, system transition costs, non-recurring litigation charges, debt refinancing charges, and tax effect on non-GAAP adjustments. The EBITDA metric for EIP further excludes the bonus earned with respect to that period. The Compensation Committee believed the adjustments used in calculating this metric better reflect how the Company measures its performance. A GAAP to non-GAAP reconciliation for non-GAAP performance measures under the EIP is provided in this proxy statement under the heading “Non-GAAP Measures of Financial Performance.” The threshold, target, and maximum goals of the EIP for July 1, 2025, through December 31, 2025 (the “First Half Performance Period”) and the Company’s corresponding performance levels are set forth in the table below.
Short-Term Cash Incentives: Extreme Incentive Plan
| | Bookings (ACV) ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | Net Revenue ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | EBITDA ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | | <Threshold | <452.1 | 0% | 0% | <523.4 | 0% | 0% | <89.8 | 0% | 0% | | Threshold | 452.1 | 85% | 50% | 523.4 | 85% | 50% | 89.8 | 75% | 50% | | Target | 531.9 | 100% | 100% | 615.8 | 100% | 100% | 119.7 | 100% | 100% | | Maximum | 638.3 | 120% | 150% | 739.0 | 120% | 150% | 167.6 | 140% | 150% |
Short-Term Cash Incentives: Extreme Incentive Plan
The Company’s actual achievement under the First Half Performance Period is set forth in the table below.
Short-Term Cash Incentives: Extreme Incentive Plan
| Financial Metric | Target ($ millions) | Actual ($ millions) | Attainment | Performance Scale | Weight | | Bookings (ACV) | 531.9 | 522.6 | 98.2% | 94.1% | 30% | | Net Revenue | 615.8 | 628.2 | 102.0% | 105.0% | 30% | | EBITDA | 119.7 | 121.1 | 101.2% | 101.5% | 40% |
Short-Term Cash Incentives: Extreme Incentive Plan
Accordingly, the Compensation Committee approved a weighted payout for the First Half Performance Period of 100.3% of the target pool. The threshold, target, and maximum goals of the EIP for January 1, 2026, through June 30, 2026 (the “Second Half Performance Period”) and their corresponding performance levels are set forth in the table below.
Short-Term Cash Incentives: Extreme Incentive Plan
| | Bookings (ACV) ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | Net Revenue ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | EBITDA ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | | <Threshold | <502.0 | 0% | 0% | <560.0 | 0% | 0% | <110.7 | 0% | 0% | | Threshold | 502.0 | 85% | 50% | 560.0 | 85% | 50% | 110.7 | 75% | 50% | | Target | 590.6 | 100% | 100% | 658.8 | 100% | 100% | 147.6 | 100% | 100% | | Maximum | 708.7 | 120% | 150% | 790.6 | 120% | 150% | 206.6 | 140% | 150% |
Short-Term Cash Incentives: Extreme Incentive Plan
The Company’s actual achievement under the Second Half Performance Period is set forth in the table below.
Short-Term Cash Incentives: Extreme Incentive Plan
| Financial Metric | Target ($ millions) | Actual ($ millions) | Attainment | Performance Scale | Weight | | Bookings (ACV) | 590.6 | 589.8 | 99.9% | 99.5% | 30% | | Net Revenue | 658.8 | 655.4 | 99.5% | 98.3% | 30% | | EBITDA | 147.6 | 134.2 | 91.0% | 81.9% | 40% |
Short-Term Cash Incentives: Extreme Incentive Plan
Accordingly, the Compensation Committee approved a weighted payout for the Second Half Performance Period of 92.1% of the target pool. The table below reflects the short-term incentive compensation paid to each of our NEOs in fiscal 2026 under the EIP, as well as the target short-term cash incentive opportunity (expressed as a percentage of base salary) for each NEO. We believe the “at risk” portion of each NEO’s compensation package, such as the short-term incentives, should increase with the ability to affect Company
Short-Term Cash Incentives: Extreme Incentive Plan
| 2026 PROXY STATEMENT | | 45 |
Short-Term Cash Incentives: Extreme Incentive Plan
performance, the role of the NEO and other market factors. This philosophy is reflected in the “target bonus as a percentage of base salary” that was approved by the Compensation Committee for each NEO as set forth below. For fiscal 2026, the Compensation Committee decided not to change Mr. Meyercord’s, Mr. Rhodes’s, or Ms. Motiey’s target bonuses as a percentage of their base salaries.
Short-Term Cash Incentives: Extreme Incentive Plan
| Named Executive Officer | 1st Half Base Pay ($) | Target Bonus as % of Base Pay | 1st Half Perf Factor | 1st Half EIP Paid ($) | 2nd Half Base Pay ($) | Target Bonus as % of Base Pay | 2nd Half Perf Factor | 2nd Half EIP Paid ($) | Total EIP paid for FY26 ($) | | Edward B. Meyercord | 420,000 | 130% | 100.3% | 547,638 | 420,000 | 130% | 92.1% | 502,866 | 1,050,504 | | Kevin Rhodes | 250,000 | 85% | 100.3% | 213,138 | 250,000 | 85% | 92.1% | 195,713 | 408,851 | | Katayoun (“Katy”) Motiey | 242,500 | 70% | 100.3% | 170,259 | 242,500 | 70% | 92.1% | 156,340 | 326,599 |
Short-Term Cash Incentives: Extreme Incentive Plan
Overall, for the full fiscal year, our NEOs received approximately 96.2% of their annual target short-term cash incentive opportunities.
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation We provide equity awards under the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Amended and Restated 2013 Equity Incentive Plan”) to our NEOs to promote the achievement of longer-term financial and strategic objectives, to encourage employee retention, and to align the interests of our executive officers and of our stockholders. We have historically granted equity to NEOs in the form of performance-based awards and time-based awards. The Compensation Committee believes that the RSUs and PSUs granted to our NEOs in fiscal 2026 provide appropriate retention incentives while maintaining a direct link between NEO compensation and stockholder value creation and continuing to hold our NEOs accountable to the Company’s performance and overall stockholder return. We believe that RSUs are an effective retention and incentivization tool because they fluctuate in value relative to our overall performance while retaining value even during a challenging economic environment, and they provide a retentive effect to maintain our top talent. Meanwhile, PSUs provide a direct incentive to enhance stockholder value since they are earned based on performance targets related to stockholder return and/or stock price. New Hire Awards - Generally, we grant equity awards to our new employees, including newly employed NEOs, in connection with the commencement of their employment to induce them to join us and to tie their long-term compensation to future increases in our stock price. The type of award, the aggregate amounts of such awards, and the vesting terms of the new-hire awards granted to our NEOs are recommended by our CEO to the Chair of the Compensation Committee and are reviewed and approved by our Compensation Committee following consultation with our compensation consultants, Compensia, in consideration of such NEO’s ability to influence Company performance and such NEO’s prior experience. Our new hire equity awards are typically larger than the annual awards made to NEOs during their continued period of employment. Annual Awards - We also make annual grants to our NEOs, with the goal of aligning the interests of management and our stockholders by providing continued incentives to our NEOs to retain strong executives and improve corporate performance. Awards granted to NEOs other than our CEO, including both the size and type of the award, are recommended to the Compensation Committee by our CEO. Compensia prepares a compensation market analysis with data gathered from the peer group in connection with this annual review and advises the Compensation Committee in connection with its review of our CEO’s recommendations. Compensia also advises the Compensation Committee on the size and type of the award to be granted to our CEO. The Compensation Committee regularly evaluates Mr. Meyercord’s role in the Company’s growth and profitability, as well as the Company’s relative TSR performance and absolute stock price performance. For fiscal 2026, the Compensation Committee continued the practice of making one-half of his total equity award performance-based. We believe the overall design of the equity-based compensation awarded to Mr. Meyercord for fiscal 2026 appropriately balances driving long-term performance and program durability by including both time vesting RSUs and relative TSR performance-based awards for fiscal 2026. In fiscal 2026, the Compensation Committee approved grants of RSUs and PSUs for our NEOs. The number of shares subject to each RSU and PSU award (at target) was determined by dividing the target grant value of each award by the greater of (i) closing trading price of our stock on the date of the grant or (ii) $17.00. The RSUs vest on a three-year schedule, with one-third of the RSUs vesting on the first anniversary of the vesting commencement date and one twelfth of the RSUs vesting on each quarterly anniversary
Long-Term Equity Incentive Compensation
| 2026 PROXY STATEMENT | | 46 |
Long-Term Equity Incentive Compensation
thereafter, subject to the executive’s continued service to the Company. The PSU awards granted to all NEOs in fiscal 2026, comprising half of the total target shares granted to NEOs, may be earned based on the Company’s TSR relative to the Russell 2000 Index (“Index”) over an overall three-year performance period with an overall payout range of 25% of target to 150% of target. While the opportunity to earn any above-target portion of the award is based on three-year performance, executives have the opportunity to earn up to one-third of the target number of shares subject to the award after each of the first and second years of the performance period based on one-year and two-year relative TSR, respectively. At the end of the full three-year period, there is an opportunity to earn up to 150% of the full target number of shares subject to each award based on the three-year TSR relative to the Index, less any shares earned for years one and two. For each performance period, the target number of shares will be earned if the Company’s TSR equals that of the Index, with linear scaling for performance below or above target based on a two-to-one factor (i.e., the number of shares earned will increase by 2% of target for each 1% the Company’s TSR exceeds the Index or the number of shares earned will decrease by 2% of target for each 1% the Company’s TSR is below the Index). No payout is earned if the Company’s TSR is more than 37.5% below the Index, and the payout is capped if the Company’s TSR exceeds the Index by more than 25%. We believe the design of these PSUs provides a strong, long-term performance orientation given that the upside opportunity is only provided for strong three-year relative TSR performance and any portion earned based on one- or two-year relative TSR performance is capped at 100% of target of one-third of the overall award. Performance-Based Awards with Ongoing Performance Periods During Fiscal 2026 - During fiscal 2026, performance-based awards granted in fiscal 2023, 2024, 2025, and 2026 were outstanding. August 2022 PSUs - In July 2022, the Compensation Committee approved grants of PSUs to Mr. Meyercord and Ms. Motiey that followed the same design as the fiscal 2026 awards described above. On August 16, 2023, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first measurement period, as the Company’s total stock return for the one-year measurement period was 147%, as compared to the Index TSR performance of 6%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey earned 100% of the target portion of the award for year one, which is 33% of the original target shares granted. On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second measurement period, as the Company’s total stock return for the two-year measurement period was 19.04%, as compared to the Index TSR performance of 17.16%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey earned 100% of the target portion of the award for year two, which is 33% of the original target shares granted. On August 15, 2025, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the third and final year measurement period, as the Company’s total stock return for the full three-year measurement period was 59.9%, as compared to the Index TSR performance of 22.38%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey earned 100% of the target portion of the award for year three, which is 33% of the original target shares granted, plus the full maximum performance potential amount, which, including the portions previously earned, resulted in an overall payout at the maximum of 150% of the original target shares granted. May 2023 PSUs - In May 2023, in connection with Mr. Rhodes’s hire, the Compensation Committee approved grants of PSUs to Mr. Rhodes that followed the same design as the fiscal 2026 awards described above. On May 31, 2024, the Compensation Committee certified that the minimum performance target for these PSU awards was not met for the first measurement period, as the Company’s total stock return for the one-year measurement period was (35.08)%, as compared to the Index TSR performance of 15.38%. Pursuant to the grant, Mr. Rhodes did not earn any of the target portion of the award for year one. On May 30, 2025, the Compensation Committee certified that the minimum performance target for these PSU awards was met for the second measurement period, as the Company’s total stock return for the two-year measurement period was (16.70)%, as compared to the Index TSR performance of 13.90%. Pursuant to the grant, Mr. Rhodes earned 39% of the target portion of the award for year two, which is 13% of the original target shares granted. On May 30, 2026, the Compensation Committee certified that the minimum performance target for these PSU awards was met for the third and final year measurement period, as the Company’s total stock return for the full three-year measurement period was 30.13%, as compared to the Index TSR performance of 60.12%. Pursuant to the grant, Mr. Rhodes earned 40% of the target portion of the award for year three, which is 13.33% of the original target shares granted, plus an additional amount for the full three-year performance period, which, including the portions previously earned, resulted in an overall payout at 40% of the original target shares granted.
Long-Term Equity Incentive Compensation
| 2026 PROXY STATEMENT | | 47 |
Long-Term Equity Incentive Compensation
August 2023 PSUs - In July 2023, the Compensation Committee approved grants of PSUs to Mr. Meyercord and Ms. Motiey that followed the same design as the fiscal 2026 awards described above. On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was not met for the first measurement period, as the Company’s total stock return for the one-year measurement period was (51.86)%, as compared to the Index TSR performance of 10.43%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey did not earn any of the target portion of the award for year one. On August 15, 2025, the Compensation Committee certified that the performance target for these PSU awards was not met for the second measurement period, as the Company’s total stock return for the two-year measurement period was (35.34)%, as compared to the Index TSR performance of 15.35%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey did not earn any of the target portion of the award for year two. On August 15, 2026, the Compensation Committee certified that the performance target for these PSU awards was not met for the third and final year measurement period, as the Company’s total stock return for the full three-year measurement period was 2.69%, as compared to the Index TSR performance of 53.54%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey did not earn any of the target portion of the award for year three, resulting in no overall achievement for the full three-year performance period. August 2023 SLTI PSUs - In July 2023, the Compensation Committee approved an SLTI PSU program pursuant to which Mr. Meyercord was granted an award of SLTI PSUs with a grant date of August 15, 2023. The SLTI PSUs use the compound annual growth rate of our stock price as the performance criterion, and may be earned if the Company’s 30-trading day average stock price equals or exceeds $41.38 by the third anniversary of grant date, or, if not achieved by the third anniversary, if the Company’s 30 trading day average stock price equals or exceeds $46.96 by the fourth anniversary of grant date. Additional details regarding this award are provided in our 2024 proxy statement. As of June 30, 2026, the Company’s stock price had not met the applicable Stock Price Target, and no portion of this award had been earned. On August 15, 2026, the Compensation Committee certified that the applicable three-year stock price target had not been achieved and that no portion of the SLTI PSUs was eligible to vest at that time. August 2024 PSUs - In July 2024, the Compensation Committee approved grants of PSUs to Mr. Meyercord, Mr. Rhodes, and Ms. Motiey that followed the same design as the fiscal 2026 awards described above. On August 15, 2025, the Compensation Committee certified that the performance target for these PSU awards was met for the first measurement period, as the Company’s total stock return for the one-year measurement period was 34.99%, as compared to the Index TSR performance of 4.68%. Pursuant to the grant, Mr. Meyercord, Mr. Rhodes, and Ms. Motiey earned 100% of the target portion of the award for year one, which is 33% of the original target shares granted. On August 15, 2026, the Compensation Committee certified that the performance target for these PSU awards was met for the second measurement period, as the Company’s total stock return for the two-year measurement period was 114.39%, as compared to the Index TSR performance of 39.28%. Pursuant to the grant, Mr. Meyercord, Mr. Rhodes, and Ms. Motiey earned 100% of the target portion of the award for year two, which is 33% of the original target shares granted. August 2025 PSUs - In July 2025, the Compensation Committee approved fiscal 2026 grants of PSUs to Mr. Meyercord, Mr. Rhodes, and Ms. Motiey as described above. On August 15, 2026, the Compensation Committee certified that the performance target for these PSU awards was met for the first measurement period, as the Company’s total stock return for the one-year measurement period was 58.82%, as compared to the Index TSR performance of 33.11%. Pursuant to the grant, Mr. Meyercord, Mr. Rhodes, and Ms. Motiey earned 100% of the target portion of the award for year one, which is 33% of the original target shares granted.
Change in Control and Severance Arrangements
Change in Control and Severance Arrangements Each of our NEOs is employed at-will. However, from time to time, we implement plans or enter into agreements that would provide benefits payable to certain employees, including our NEOs, in connection with qualifying terminations of their employment or a change in control of the Company. These benefits assist us in our recruiting efforts and are competitive compared to our peer group. Additionally, without change in control benefits, our NEOs may be distracted by the transaction process or may terminate their employment prior to the closing of the change in control, particularly if they do not wish to remain with, or believe they will not be retained by, the remaining entity after the transaction closes. Such departures could jeopardize the consummation of a potential
Change in Control and Severance Arrangements
| 2026 PROXY STATEMENT | | 48 |
Change in Control and Severance Arrangements
transaction, or our interests should the transaction not close. The Compensation Committee believes that these benefits therefore serve to enhance stockholder value and align our NEOs’ interests with those of our stockholders. Our agreements with our NEOs and our change in control and severance arrangements are described below under the heading “Summary of Employment and Other Agreements.” The estimated potential payments that each NEO would have received if a change in control of the Company or termination of employment had occurred on June 30, 2026, are set forth below under the heading “Compensation Tables for NEOs—Potential Payments Upon Termination or Change in Control.”
Other Benefits
Other Benefits Generally, the Company does not provide perquisites or other personal benefits to our NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment and retention purposes. We do not provide a defined benefit retirement pension plan, deferred compensation plan, or the use of company vehicles to our NEOs. During fiscal 2026, each of our NEOs who joined the Company before May 4, 2016, which currently are only Mr. Meyercord and Ms. Motiey, was eligible to receive a special benefit in the event of their death or disability, which includes a cash payment and full vesting of any outstanding time-based equity awards. For more information on this death and disability benefit, see below under the heading “Summary of Employment and Other Agreements—Severance Plans and Practices—Executive Death and Disability Benefits.” This additional benefit is intended to make sure that the income provided to a NEO in the event of their disability is representative of their pre-disability earnings at the same percentage as other employees. We provide other customary benefits to our NEOs that we provide to all of our full-time U.S. based employees. Those benefits include medical, dental, vision, and prescription drug insurance coverage; flexible spending contribution plan; disability insurance; life insurance; business travel insurance; a Section 401(k) savings plan with employer match up to a predetermined percentage; educational assistance; employee assistance program; employee stock purchase plan; and paid holidays. We do not provide a fixed vacation allowance for NEOs and other U.S. employees, as they may be required to travel extensively and are required to be available to us even while vacationing. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our Compensation Committee. For more information on the benefits described above, see below under the heading “Compensation Tables for NEOs—Summary Compensation Table.”
Compensation-Related Risk Evaluation
The Company’s EBITDA performance target under the EIP is applicable to our executives and employees (other than most sales employees) alike, regardless of functional group. The Company caps the performance-based cash incentives and performance-based equity awards for our executives at 150% of target, which discourages excessive risk taking. • The majority of PSUs granted to NEOs are tied to relative stock return performance, and the SLTI PSUs previously granted to our CEO are tied to stock price performance, resulting in a diverse and blended set of pre-established goals when combined with other components of the compensation package. • Senior executives, including our Chief Commercial Officer, do not participate in the Sales Compensation Plan and are thus limited to the EIP payouts so they are incentivized to balance both revenue and profitability, which discourages excessive risk taking by our executives. We have internal controls and oversight on plan payouts and exceptions. • Our executives and other employees are entitled to reasonable severance payments and benefits that are consistent with payments and benefits provided by other public companies. • The Company has adopted a recoupment policy that, under certain circumstances, requires it to recover incentive-based compensation paid to current and former executives.
Equity Grant Practices
Equity Grant Practices We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. During fiscal 2026, we did not grant any stock options or option-like instruments.
Agreement with our President and CEO
Agreement with our President and CEO In April 2015, we entered into an offer letter of employment with Mr. Meyercord for service as our President and CEO, which we amended and restated on August 31, 2016 after consultation with Compensia to align Mr. Meyercord’s compensation to market. The offer letter sets forth Mr. Meyercord’s annual base salary and target bonus as of such date and his eligibility to participate in our standard employee benefits plans. In addition, pursuant to the terms of Mr. Meyercord’s offer letter, Mr. Meyercord is entitled to receive certain severance benefits in the event of a termination of his employment in certain situations. The receipt of these severance benefits is subject to Mr. Meyercord’s timely execution and delivery of a general release of claims in the prescribed form. In the event of a termination other than for Cause or with Good Reason (each, as defined in the offer letter) and which is not in connection with a change in control of the Company, Mr. Meyercord is entitled to receive a severance payment equal to 12 months of his then base salary, together with a pro-rated portion of his annual cash bonus at the established target, provided that the Board-approved Company performance targets were achieved in the quarter immediately preceding the termination. In addition, the vesting of any then outstanding equity awards, excluding Mr. Meyercord’s initial grant of performance options to the extent unearned or other performance awards unless otherwise set forth in the applicable grant agreement, will be accelerated by 12 months, and the Company will pay his premiums for COBRA coverage for a period of up to 12 months. Mr. Meyercord is also a participant in our Executive Change in Control Severance Plan, which provides for certain severance benefits in the event of the termination of his employment other than for Cause or with Good Reason within a Change in Control Period (as defined below), as described below, and supersedes the change in control severance provisions in his offer letter, provided that the treatment of Mr. Meyercord’s equity awards will be governed by the terms of his offer letter to the extent such treatment is more favorable. With respect to Mr. Meyercord’s equity awards, under his offer letter, in the event Mr. Meyercord is terminated other than for Cause or with Good Reason within a Change in Control Period, he will be eligible to receive the full acceleration of vesting of all of the then outstanding equity awards, excluding unearned shares subject to performance awards where the performance targets have not yet been satisfied, unless otherwise set forth in the applicable grant agreement. In the event of his death or permanent disability, Mr. Meyercord or his heirs will be entitled to receive (in addition to any other benefits to which they are entitled): (i) cash severance, either in connection with or not in connection with a change in control, as applicable, as if Mr. Meyercord had been terminated for convenience as of the date of his death or disability; and (ii) the acceleration of vesting of all then outstanding equity awards, excluding unearned shares subject to performance awards where the performance targets have not yet been satisfied, unless otherwise set forth in the applicable grant agreement. The terms of Mr. Meyercord’s performance awards that were outstanding as of the end of fiscal 2026 are described below under the heading “Other Agreements—Equity Awards.” The calculation of potential payments to Mr. Meyercord upon termination other than for Cause or with Good Reason or upon change in control is provided in the table under the heading “Compensation Tables for NEOs—Potential Payments Upon Termination or Change in Control.”
Agreements with Other NEOs
Agreements with Other NEOs Extreme entered into employment offer letters with our NEOs (other than our CEO) setting forth their initial salary and target bonus opportunity and entitling them to certain other benefits. The offer letter entered into with Mr. Rhodes provides that in the event of a termination other than for Cause or with Good Reason (each, as defined in the offer letter) and which is not in connection with a change in control of the Company, Mr. Rhodes is entitled to receive a severance payment equal to 12 months of his then base salary, plus $17,000, and the Company will pay his premiums for COBRA coverage for a period of up to 6 months. In addition, our NEOs are entitled to certain change in control benefits, death and disability benefits, and general severance benefits as described below.
SEVERANCE PLANS AND PRACTICES
SEVERANCE PLANS AND PRACTICES
Executive Change in Control Severance Plan
Executive Change in Control Severance Plan On February 8, 2006, the independent members of our Board, upon the recommendation of the Compensation Committee, approved the terms of an Executive Change in Control Severance Plan to ensure retention of key personnel and continuity of the
Executive Change in Control Severance Plan
| 2026 PROXY STATEMENT | | 52 |
Executive Change in Control Severance Plan
business in the event of a change in control of the Company, which was most recently amended effective as of July 23, 2026. We refer to this plan, as amended and restated, as the “CiC Plan.” Our NEOs are eligible to receive benefits under the CiC Plan. For purposes of the benefits available under the CiC Plan, the executive death and disability benefits, the Executive Severance Policy, and the Company’s equity awards, each as discussed below, a Change in Control is deemed to occur upon any of the following: any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; • the Company is party to a merger or consolidation which results in the holders of the voting securities of the Company outstanding immediately prior thereto failing to retain immediately after such merger or consolidation direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the securities entitled to vote generally in the election of directors of the Company or the surviving entity outstanding immediately after such merger or consolidation; • the sale or disposition of all or substantially all of the Company’s assets or consummation of any transaction having similar effect (other than a sale or disposition to one or more subsidiaries of the Company); or • a change in the composition of the Board within any twelve (12) month period as a result of which fewer than a majority of the directors are Incumbent Directors (as defined in the CiC Plan); provided, however, that to the extent that any amount constituting nonqualified deferred compensation subject to Section 409A of the Code would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. The receipt of severance benefits under the CiC Plan is subject to the participant’s execution and delivery of a general release of claims in the prescribed form. Cash Compensation and Benefits - Under the CiC Plan, severance benefits, health insurance, and outplacement services are provided to a CiC Plan participant if the participant is terminated without Cause or resigns for Good Reason (each, as defined in the CiC Plan), during the period commencing three months prior to the signing of a definitive agreement that results in a Change in Control and ending on the 18-month anniversary of a Change in Control (the “Change in Control Period”). The amount of severance compensation that would be provided to a participant is equal to (i) the product of (x) 2 (in the case of Mr. Meyercord) or 1.5 (in the case of Mr. Rhodes and Ms. Motiey) and (y) the sum of the participant’s then current base salary and target bonus and (ii) the participant’s target annual bonus for the fiscal year of termination, prorated based on the number of days employed during such year. In addition, the Company will pay to the participant a lump sum cash payment in an amount equal to the premiums the participant would have had to pay to continue healthcare coverage under COBRA for 24 months (in the case of Meyercord), 18 months (in the case of Mr. Rhodes and Ms. Motiey). The Company will also make available outplacement support for 24 months (in the case of Meyercord), 18 months (in the case of Mr. Rhodes and Ms. Motiey). Equity Awards under Change in Control - The CiC Plan provides that, unless otherwise determined by the Compensation Committee at the time of grant, equity awards that are not assumed or otherwise continued by an acquirer will accelerate vesting in full immediately prior to the Change in Control, with each performance-based equity award deemed achieved at the greater of target or actual achievement (with performance goals equitably adjusted if necessary to reflect a truncated performance period) unless otherwise provided in an applicable award agreement. In the event the acquirer assumes or otherwise continues a participant’s equity awards and the participant’s employment is terminated without Cause or the participant resigns for Good Reason during the Change in Control Period, each of the participant’s outstanding equity awards that, as of immediately prior to the participant’s separation from service, were scheduled to vest based solely upon the participant’s continued services shall vest in full as of the date of the participant’s separation from service. Performance-based equity awards will vest in full, with the applicable performance goals deemed achieved, unless otherwise provided in an applicable award agreement, at the greater of target or actual achievement (with performance goals equitably adjusted, if necessary, to reflect a truncated performance period). The terms of our NEOs’ performance-based awards are described in further detail below.
Executive Change in Control Severance Plan
| 2026 PROXY STATEMENT | | 53 |
Executive Change in Control Severance Plan
Section 280G of the Code - In the event that any payment or benefit received or to be received by a participant under the CiC Plan or otherwise would subject the participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such payments as an excess parachute payment under Section 280G of the Code, the amount of such payments shall be reduced to that amount which produces the greatest after-tax benefit to the participant. The CiC Plan does not provide for payment of any applicable excise tax by us or other “gross-up” payments to offset the impact of any applicable excise tax. The estimated potential amounts payable to our NEOs are provided in the table below under the heading “Compensation Tables for NEOs—Potential Payments Upon Termination or Change in Control” below.
Executive Severance Practice
Executive Severance Practice On February 11, 2014, the Compensation Committee adopted resolutions to provide the Company’s executives with certain severance benefits upon an involuntary termination of their employment other than in connection with a Change in Control of the Company, consisting of severance pay based upon base salary and continuation of certain benefits. Most recently, effective April 1, 2021, the Compensation Committee amended the severance benefits, which apply only to Executive Vice Presidents who report to our CEO, to provide for severance as follows:
Executive Severance Practice
| Type of Benefit | Length of Service | Benefit Amount | | Severance | 0 – 2 years’ service | Lump sum of $8,500 + 9 months’ base salary | | | At least 2 to 3 years’ service | lump sum of $14,000 + 11 months’ base salary | | | >3 years’ service | lump sum of $17,000 + 12 months’ base salary | | COBRA | Any | Provide up to 6 months of coverage if elected | | Outplacement | Any | Align with length of Severance | | Bonus | Any | Paid for completed bonus periods |
Executive Severance Practice
The Company conditions the receipt of the severance benefits described above on the executive’s execution and delivery of a general release of claims in the prescribed form. (Our CEO’s and CFO’s entitlement to severance are governed by their offer letters described above.)
Pension Benefits and Nonqualified Deferred Compensation Plans
Pension Benefits and Nonqualified Deferred Compensation Plans We do not have any plans with any of our NEOs that provide for payments or other benefits at, following, or in connection with retirement. We also do not have any defined contribution or other plan with any of our NEOs that provides for the deferral of compensation on a basis that is not tax qualified.
Equity Awards
Equity Awards The terms of certain equity awards made to NEOs may include provisions regarding acceleration of vesting, exercisability, and settlement in the event of a Change in Control. The following is a summary of the terms of the awards that remained outstanding as of June 30, 2026. August 2023, August 2024, and August 2025 PSUs - Under the terms of the August 2023, August 2024, and August 2025 PSU grant agreements, in the event of a Change in Control (as defined in the CiC Plan), the performance target shall be deemed satisfied at the greater of target or actual achievement. Actual performance will be determined upon the closing of a Change in Control based on the Company’s stock price appreciation relative to the Index (with the per share consideration received by the Company’s stockholders used as the ending share price for purposes of such calculation), with the number of shares that shall be deemed to be earned as of the Change in Control then determined by multiplying the number of PSUs at target by an achievement
Equity Awards
| 2026 PROXY STATEMENT | | 54 |
Equity Awards
ratio. Of such earned shares, if the Change in Control occurs prior to the end of the three-year performance period a pro-rata portion of such shares (based on the time elapsed in the performance period) will accelerate and vest as of the date of such Change in Control and the remaining earned shares will be subject to time-based quarterly vesting such that all such shares will be fully vested on the third anniversary of the grant date. Notwithstanding the foregoing, if the executive is terminated other than for Cause or resigns for Good Reason (each as defined in the CiC Plan), then the earned shares subject to time-based vesting shall accelerate in full as of the date of such termination of service. August 2023 SLTI PSUs - Under the terms of the August 2023 SLTI PSU grant agreements, in the event of a Change in Control (as defined in the CiC Plan), an adjusted change in control stock price target shall be calculated based on a 13.5% compound annual growth rate applied to the base stock price from the date of the grant to the date the change in control is announced. The performance target shall be deemed satisfied if the per share consideration to be received by the Company’s stockholders in connection with a Change in Control meets or exceeds such adjusted change in control stock price target. If the Change in Control occurs prior to the end of the three- or four-year performance periods, the shares will vest over time in accordance with the original time-vesting schedule. Notwithstanding the foregoing, if the executive is terminated other than for Cause or resigns for Good Reason (each as defined in the CiC Plan), then the earned shares subject to time-based vesting shall accelerate in full as of the date of such termination of service. Amended and Restated 2013 Equity Incentive Plan - Under our Amended and Restated 2013 Equity Incentive Plan, awards not assumed or substituted by the acquirer will accelerate in full immediately prior to the Change in Control, with each performance-based equity award deemed achieved at the greater of target or actual achievement (with performance goals equitably adjusted if necessary to reflect a truncated performance period) unless otherwise provided in an applicable award agreement.
Equity Awards
| 2026 PROXY STATEMENT | | 55 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information for fiscal 2026, 2025, and 2024, as applicable, concerning the compensation of our NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Edward B. Meyercord | 2026 | 840,000 | 12,337,228 | 1,050,504 | 16,972 | 14,244,704 | | President, Chief Executive Officer, and Director | 2025 | 840,000 | 11,116,724 | 981,162 | 20,895 | 12,958,781 | | | 2024 | 840,000 | 13,923,634 | 183,456 | 16,172 | 14,963,262 | | Kevin Rhodes | 2026 | 500,000 | 4,520,102 | 408,851 | 10,500 | 5,439,453 | | EVP, Chief Financial Officer and Treasurer | 2025 | 500,000 | 3,777,509 | 381,863 | 9,929 | 4,669,301 | | | 2024 | 500,000 | — | 71,400 | 12,538 | 583,938 | | Katayoun (“Katy”) Motiey | 2026 | 485,000 | 2,339,798 | 326,599 | 14,359 | 3,165,756 | | EVP, Chief Legal, Administrative & | 2025 | 485,000 | 2,158,577 | 305,041 | 15,345 | 2,963,963 | | Sustainability Officer and Corporate Secretary | 2024 | 485,000 | 2,194,424 | 57,036 | 11,810 | 2,748,270 |
SUMMARY COMPENSATION TABLE
(1) Represents the aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation, and does not reflect whether our NEOs actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Note 11 of our consolidated financial statements in our Form 10-K for fiscal 2026. With respect to the PSUs granted in fiscal 2026, the grant date fair value is calculated based on the probable outcome of the performance-based vesting conditions as of the grant date. If the PSU awards were to achieve the maximum performance level, at 150% of the target level, the value of the stock awards for fiscal 2026 would be as follows: Mr. Meyercord—$14,499,958; Mr. Rhodes—$5,312,469; and Ms. Motiey—$2,749,954. All Other Compensation for our NEOs for fiscal 2026 consisted of matching contributions under our 401(k) plan ($10,800 for Mr. Meyercord; $10,500 for Mr. Rhodes; and $10,514 for Ms. Motiey), premium payments for the executive disability top-up ($4,672 for Mr. Meyercord and $2,345 for Ms. Motiey), and a $1,500 contribution to each of Mr. Meyercord’s and Ms. Motiey’s health saving accounts.
SUMMARY COMPENSATION TABLE
| 2026 PROXY STATEMENT | | 56 |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to stock and option awards and other plan-based awards, including non-equity incentive awards (cash bonuses), granted to our NEOs during fiscal 2026. For a narrative description of the various plan-based awards set forth in the following table, see the discussion above under the heading “Compensation Discussion and Analysis.”
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payout Under Non Equity | | | Estimated Future Payouts Under | | | All Other Stock Awards: Number of | Grant Date | | | | Incentive Plan (1) | | | Equity Incentive Plan Awards (2) | | | Shares | Fair Value | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | of Stock | of Stock | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | or Units (#)(3) | Awards ($) | | Edward B. Meyercord | | 546,000 | 1,092,000 | 1,638,000 | — | — | — | — | — | | | 8/15/2025 | — | — | — | 73,529 | 294,117 | 441,175 | — | 6,537,241 | | | 8/15/2025 | — | — | — | — | — | — | 294,117 | 5,799,987 | | Kevin Rhodes | | 212,500 | 425,000 | 637,500 | — | — | — | — | — | | | 8/15/2025 | — | — | — | 26,939 | 107,758 | 161,637 | — | 2,395,114 | | | 8/15/2025 | — | — | — | — | — | — | 107,758 | 2,124,988 | | Katayoun (“Katy”) Motiey | | 169,750 | 339,500 | 509,250 | — | — | — | — | — | | | 8/15/2025 | — | — | — | 13,945 | 55,780 | 83,670 | — | 1,239,816 | | | 8/15/2025 | — | — | — | — | — | — | 55,780 | 1,099,982 |
GRANTS OF PLAN-BASED AWARDS
(1) Represents threshold, target, and maximum payouts under the First and Second Half Performance Periods under the fiscal 2026 EIP. Threshold and maximum payouts correspond to 50% and 150% of target, respectively. The actual amount earned by each NEO is set forth in the “Summary Compensation Table.” (2) Represents PSU awards granted on August 15, 2025, with a grant date fair value, calculated in accordance with ASC Topic 718, Compensation—Stock Compensation, of approximately $22.23 per unit. Represents RSU awards granted on August 15, 2025, with a grant date fair value, calculated in accordance with ASC Topic 718, Compensation—Stock Compensation, of $19.72 per unit.
GRANTS OF PLAN-BASED AWARDS
| 2026 PROXY STATEMENT | | 57 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information regarding each unexercised option and all unvested stock awards held by each of our NEOs as of June 30, 2026.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | OPTIONS AWARDS | | | STOCK AWARDS | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Edward B. Meyercord | 74,573(2) | 6.70 | 8/28/2026 | — | — | — | — | | | — | — | — | 11,721(3) | 379,409 | — | — | | | — | — | — | 144,475(4) | 4,676,656 | — | — | | | — | — | — | 294,117(5) | 9,520,567 | — | — | | | — | — | — | — | — | 35,145(6) | 1,137,644 | | | — | — | — | — | — | 140,581(7) | 4,550,607 | | | — | — | — | — | — | 404,329(8) | 13,088,130 | | | — | — | — | — | — | 441,176(9) | 14,280,867 | | Kevin Rhodes | — | — | — | 49,094(4) | 1,589,173 | — | — | | | — | — | — | 107,758(5) | 3,488,126 | — | — | | | — | — | — | — | — | 137,393(8) | 4,447,411 | | | — | — | — | — | — | 161,637(9) | 5,232,190 | | Katayoun (“Katy”) Motiey | — | — | — | 2,605(3) | 84,324 | — | — | | | — | — | — | 28,054(4) | 908,108 | — | — | | | — | — | — | 55,780(5) | 1,805,599 | — | — | | | — | — | — | — | — | 7,810(6) | 252,810 | | | — | — | — | — | — | 78,510(8) | 2,541,369 | | | — | — | — | — | — | 83,670(9) | 2,708,398 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1) The market value of the share awards is based on the closing price of our common stock as of June 30, 2026, which was $32.37. (2) Represents shares issuable under an option award granted on August 28, 2019. The option vested as to one fourth of the shares subject to the option on August 31, 2020, and vested as to one sixteenth of the shares subject to the option on each quarterly anniversary thereafter, subject to the NEO’s continued service through such dates. (3) Represents shares issuable under a RSU award granted on August 15, 2023. These RSUs vested as to one third of the units on August 15, 2024, and vested as to one twelfth of the award each quarter thereafter, subject to the NEO’s continued service through such dates. (4) Represents shares issuable under a RSU award granted on August 15, 2024. These RSUs vested as to one third of the units on August 15, 2025, and vest as to one twelfth of the award each quarter thereafter, subject to the NEO’s continued service through such dates. (5) Represents shares issuable under a RSU award granted on August 15, 2025. These RSUs vested as to one third of the units on August 15, 2026, and vest as to one twelfth of the award each quarter thereafter, subject to the NEO’s continued service through such dates. (6) Represents shares issuable under a PSU award granted on August 15, 2023, assuming achievement at the “threshold” level of performance. These PSU awards may be earned based on the Company’s total shareholder return relative to the Russell 2000 Index over an overall three-year performance period ending in August 2026 and an overall payout range of 25% of target to 150% of target. Represents shares issuable under a PSU award granted on August 15, 2023, assuming achievement of the applicable stock price target. These PSU awards may be earned upon the achievement of a certain stock price target over the defined performance period. The stock price target shall be deemed as achieved if the average closing stock price over any thirty consecutive trading days during the period from grant date through the third anniversary of the grant date equals or exceeds the price target of $41.38 for the initial performance period. The initial stock price target was not achieved as of August 15, 2026, the third anniversary of the grant date. Accordingly, the units remain outstanding and eligible to be earned if the
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 2026 PROXY STATEMENT | | 58 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
average closing stock price over any thirty consecutive trading days equals or exceeds the price target of $46.96 during the period between the third and fourth anniversary of the grant date. If such stock price target is achieved during the period between the third and fourth anniversary of the grant date, the units will vest in full on the fourth anniversary of the grant date, subject to the employee’s continued service through such date. Represents shares issuable under a PSU award granted on August 15, 2024, assuming achievement at the “maximum” level of performance. These PSU awards may be earned based upon the Company’s total shareholder return relative to the Russell 2000 Index over an overall three-year performance period ending in August 2027 and an overall payout range of 25% of target to 150% of target. (9) Represents shares issuable under a PSU award granted on August 15, 2025, assuming achievement at the “maximum” level of performance. These PSU awards may be earned based upon the Company’s total shareholder return relative to the Russell 2000 Index over an overall three-year performance period ending in August 2028 and an overall payout range of 25% of target to 150% of target.
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information concerning option exercises and vesting of common stock awards (either RSUs or PSUs) held by our NEOs during fiscal 2026.
OPTION EXERCISES AND STOCK VESTED
| | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Edward B. Meyercord | 421,450 | 4,834,604 | 789,708 | 15,475,563 | | Kevin Rhodes | — | — | 206,599 | 4,487,245 | | Katayoun (“Katy”) Motiey | — | — | 130,683 | 2,557,353 |
OPTION EXERCISES AND STOCK VESTED
(1) Represents the amount realized based on the market price of our common stock on either the option exercise date or stock award vesting date, as applicable.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have entered into agreements and maintain plans and policies that entitle our NEOs to payments and benefits in the event of certain qualifying terminations of employment and/or a Change in Control, as described above under the heading “Summary of Employment and Other Agreements.” The following table summarizes the potential payments and benefits that would have been payable to our NEOs under these arrangements, assuming the applicable qualifying event(s) took place on June 30, 2026, and subject to the assumptions set forth in the footnotes to the table. The amounts listed below do not include the payment of accrued salary that would be due upon termination of employment and are not adjusted for any applicable tax withholding.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 2026 PROXY STATEMENT | | 59 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Potential Payments upon Termination Other than for Cause Outside of a Change in Control Period($)(1) | Potential Payments Following Change in Control ($)(2) | Potential Payments Upon Termination Other Than for Cause or a Resignation for Good Reason During Change in Control Period($)(3) | Potential Payments upon Termination as a Result of Death or Permanent Disability outside of a Change in Control Period($)(4) | Potential Payments Upon Termination as a Result of Death or Permanent Disability During Change in Control Period($)(5) | | Edward B. Meyercord | | | | | | | Salary | 840,000(6) | — | 1,680,000(7) | 840,000(6) | 1,680,000(7) | | Bonus | —(8) | — | 3,276,000(9) | — | 3,276,000(9) | | Equity award vesting acceleration | 9,672,531(10) | 36,126,733(11) | 36,126,733(11) | 14,576,632 | 36,126,733(11) | | COBRA | 36,607(12) | — | 73,215(13) | — | — | | Outplacement Benefits | 15,643 | — | 15,643(15) | — | — | | Total | 10,564,781 | 36,126,733 | 41,171,591 | 15,416,632 | 41,082,733 | | Kevin Rhodes | | | | | | | Salary | 517,000(6) | — | 750,000(7) | — | — | | Bonus | 180,413(8) | — | 1,062,500(9) | — | — | | Equity award vesting acceleration | — | 11,106,794(11) | 11,106,794(11) | — | 11,106,794(11) | | COBRA | 22,695(12) | — | 68,085(13) | — | — | | Outplacement Benefits | 15,643(14) | — | 15,643(15) | — | — | | Total | 735,751 | 11,106,794 | 13,003,022 | — | 11,106,794 | | Katayoun (“Katy”) Motiey | | | | | | | Salary | 502,000(6) | — | 727,500(7) | 502,000(6) | — | | Bonus | 144,118(8) | — | 848,750(9) | — | — | | Equity award vesting acceleration | — | 7,067,083(11) | 7,067,083(11) | 2,798,030 | 7,067,083(11) | | COBRA | 12,766(12) | — | 38,297(13) | — | — | | Outplacement Benefits | 15,643(14) | — | 15,643(15) | — | — | | Total | 674,527 | 7,067,083 | 8,697,273 | 3,300,030 | 7,067,083 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assumes termination by the Company without Cause for each NEO or, in the case of our CEO and CFO, a resignation for Good Reason, in each case, as of June 30, 2026, and not during a Change in Control Period. (2) Assumes a hypothetical Change in Control as of June 30, 2026, with no termination of employment during the Change in Control Period. Also assumes that the acquiring entity in the hypothetical Change in Control did not assume or substitute equivalent replacements for the outstanding equity awards of the participants in the CiC Plan. If the acquiring entity were to assume or substitute equivalent replacement awards and there were no termination of employment during the Change in Control Period, the outstanding RSUs would not accelerate, and only a prorated portion of the applicable PSUs would accelerate based on the portion of the performance period elapsed prior to the Change in Control, with the remaining portion converting into time-based vesting awards in accordance with the applicable PSU award agreement. (3) Assumes a hypothetical Change in Control with termination without Cause or for Good Reason, in each case, as of June 30, 2026. Assumes a termination due to death or permanent disability as of June 30, 2026, and not during a Change in Control Period. Pursuant to the Compensation Committee practice adopted on February 10, 2015, as described above under the heading “Summary of Employment and Other Agreements—Severance Plans and Practices—Executive Death and Disability Benefits,” upon death or permanent disability, eligible executives receive cash severance calculated as if they had been terminated by the Company without Cause, and outstanding time-based equity awards accelerate and vest in full. Ms. Motiey is eligible for this treatment because she was an eligible executive at the time the practice was adopted, and Mr. Meyercord is eligible for comparable treatment under the terms of his offer letter. The equity award vesting acceleration amount for both Mr. Meyercord and Ms. Motiey represents the aggregate value of the shares underlying all outstanding unvested RSUs.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 2026 PROXY STATEMENT | | 60 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assumes a hypothetical Change in Control with a termination due to death or permanent disability, in each case, as of June 30, 2026. In the case of Mr. Meyercord, the amounts shown reflect the benefits payable under the terms of his offer letter. In the case of Mr. Rhodes and Ms. Motiey, under the CiC Plan, there are no additional benefits beyond equity acceleration that would otherwise be payable upon a Change in Control, and the amounts shown assume that the acquiring entity did not assume or substitute equivalent replacement awards. Represents a lump sum cash payment equal to 12 months’ base salary for Mr. Meyercord as described in his offer letter. For Mr. Rhodes and Ms. Motiey, this represents a payment equal to 12 months’ base salary plus $17,000. (7) Represents a lump sum cash payment equal to 2x base salary for Mr. Meyercord, and 1.5x base salary for Mr. Rhodes and Ms. Motiey. (8) Because there were no Board-approved Company performance targets achieved in the quarter immediately preceding June 30, 2026, Mr. Meyercord would not have been eligible to receive a prorated bonus. For Mr. Rhodes and Ms. Motiey, the amount represents the bonus payout for the second half of fiscal 2026. (9) Represents 2x target bonus for Mr. Meyercord, 1.5x target bonus for each other NEO, and for each NEO, an additional 1x target bonus representing the prorated target bonus as of fiscal year end. (10) Represents an additional 12 months of accelerated vesting of Mr. Meyercord’s outstanding unvested time-based RSUs under the terms of his offer letter. Assumes a price per share of our common stock equal to $32.37, the closing market price on June 30, 2026. The amount represents the aggregate value of the shares underlying such accelerated RSUs. Mr. Meyercord had no unvested stock options as of June 30, 2026, and his outstanding PSUs would not be impacted under the terms of his offer letter. (11) Represents full accelerated vesting of all time-based equity awards, assuming the acquiring entity did not assume or substitute equivalent replacement for the outstanding awards upon a Change in Control. Assumes a price per share of our common stock equal to $32.37 the closing market price on June 30, 2026. In the case of RSUs, the amount represents the aggregate value of the shares underlying all outstanding unvested RSUs. Assuming the per share consideration paid to our stockholders was equal to the closing stock price on June 30, 2026, the TSR PSUs granted in August 2023 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Meyercord and Ms. Motiey would earn a number of shares equal to 100% of their target number of PSUs; the TSR PSUs granted in August 2024 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Meyercord, Mr. Rhodes, and Ms. Motiey would earn a number of shares equal to 100% of their target number of PSUs; the TSR PSUs granted in August 2025 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Meyercord, Mr. Rhodes, and Ms. Motiey would earn a number of shares equal to 100% of their target number of PSUs; and the SLTI PSUs granted in August 2023 would not be deemed to be earned as of such Change in Control and as a result Mr. Meyercord would earn none of his SLTI PSUs. (12) Represents the cost of COBRA premiums for 12 months for Mr. Meyercord, and 6 months for Mr. Rhodes and Ms. Motiey. (13) Represents the cost of COBRA premiums for 24 months for Mr. Meyercord and 18 months for Mr. Rhodes and Ms. Motiey. (14) Represents Company-paid outplacement services for 12 months for each executive, which is a flat rate. (15) Represents Company-paid outplacement services for 24 months for each executive, which is a flat rate.
CEO PAY RATIO
CEO PAY RATIO As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO: For fiscal 2026, our last completed fiscal year: • The annual total compensation of our CEO, as reported in the Summary Compensation Table as presented elsewhere in this proxy statement, was $14,244,704. • The annual total compensation for our median employee was $113,808. Based on this information, for fiscal 2026 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was approximately 125 to 1. This pay ratio is a reasonable estimate based on our reasonable judgment and assumptions and calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above.
CEO PAY RATIO
| 2026 PROXY STATEMENT | | 61 |
CEO PAY RATIO
To identify the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We identified the employee with compensation at the median of the compensation of all our employees by considering our employee population as of June 30, 2026. We chose a new median employee for fiscal 2026 and included all our employees inside and outside the United States. • We determined our median employee based on a consistently applied compensation measure of annual base salary as of June 30, 2026, for salaried employees and hourly rate multiplied by estimated work schedule as of June 30, 2026, for hourly employees. • Amounts paid in foreign currency were converted into United States dollars using exchange rates as of June 30, 2026. • Using the foregoing methodology, we then calculated the median employee’s total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $113,808. With respect to the annual total compensation for our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table for fiscal 2026.
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 CEO and Non-CEO NEOs and Company performance for the fiscal years listed below.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for Edward B. Meyercord(1) ($) | Compensation Actually Paid to Edward B. Meyercord(1,2,3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1,2,3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Net Revenue ($ Millions)(5) | | 2026 | 14,244,704 | 34,774,039 | 4,302,605 | 9,458,414 | 289.91 | 247.56 | 42.1 | 1,283.6 | | 2025 | 11,977,619 | 19,583,849 | 3,473,180 | 4,621,243 | 160.78 | 153.88 | (7.5) | 1,140.1 | | 2024 | 14,963,262 | (12,164,272) | 2,407,541 | (3,597,689) | 120.49 | 157.59 | (86.0) | 1,117.2 | | 2023 | 16,132,678 | 52,660,443 | 4,328,505 | 6,503,978 | 233.39 | 140.52 | 78.1 | 1,312.5 | | 2022 | 8,907,184 | 6,152,038 | 2,519,487 | 1,934,632 | 79.93 | 99.39 | 44.3 | 1,112.3 |
PAY VERSUS PERFORMANCE
(1) Mr. Meyercord was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE
| 2022 | 2023 | 2024 | 2025 | 2026 | | Remi Thomas | Kevin Rhodes | Kevin Rhodes | Kevin Rhodes | Kevin Rhodes | | Joe Vitalone | Remi Thomas | Katayoun (“Katy”) Motiey | Katayoun (“Katy”) Motiey | Katayoun (“Katy”) Motiey | | | Joe Vitalone | Joe Vitalone | | | | | Cristina Tate | | | |
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. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE
| 2026 PROXY STATEMENT | | 62 |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Edward B. Meyercord ($) | Exclusion of Stock Awards for Edward B. Meyercord ($) | Inclusion of Equity Value for Edward B. Meyercord ($) | Compensation Actually Paid to Edward B. Meyercord ($) | | 2026 | 14,244,704 | (12,337,228) | 32,866,563 | 34,774,039 |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-CEO NEOs ($) | Average Inclusion of Equity Values for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non- CEO NEOs ($) | | 2026 | 4,302,605 | (3,429,950) | 8,585,759 | 9,458,414 |
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:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Edward B. Meyercord ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Edward B. Meyercord ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Edward B. Meyercord ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Edward B. Meyercord ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Edward B. Meyercord ($) | Total - Inclusion Equity Values for Edward B. Meyercord ($) | | 2026 | 21,730,237 | 9,736,357 | — | 1,399,969 | — | 32,866,563 |
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-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- CEO NEOs ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- CEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- CEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-CEO NEOs ($) | | 2026 | 6,041,358 | 2,295,669 | — | 248,732 | — | 8,585,759 |
PAY VERSUS PERFORMANCE
Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates and updated performance metric projections (for PSUs). Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. (4) The Peer Group TSR set forth in this table utilizes the Nasdaq U.S. Benchmark Computer Hardware Total Return Index (“Nasdaq Computer Hardware 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 fiscal 2026. The comparison assumes $100 was invested for the period starting June 30, 2021, through the end of the listed year in the Company and in the Nasdaq Computer Hardware Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Net Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2026. Specifically, Net Revenue is used to evaluate CEO and Non-CEO NEO performance under the EIP, a short-term cash incentive plan that is funded based on the Company’s achievement of Revenue goals as well as Company EBITDA (excluding bonus) goals and Bookings ACV. 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.
PAY VERSUS PERFORMANCE
| 2026 PROXY STATEMENT | | 63 |
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years for the Company, and the Nasdaq Computer Hardware Index TSR over the same period.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our non-CEO NEOs, and our Net Income during the five most recently completed fiscal years.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
| 2026 PROXY STATEMENT | | 64 |
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Revenue
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Revenue The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Revenue during the five most recently completed fiscal years.