DEF 14A of Calix, Inc, Mar 27, 2025

DEF 14A of Calix, Inc

Filed Mar 27, 2025 · FY20240001406666-25-000011

Open on EDGAR

  1. Board Composition and Qualifications

    Board Composition and Qualifications The Board assesses Board composition and qualifications at least annually. In assessing Board composition and qualifications, as well as in evaluating candidates for nomination or to fill vacancies on the Board, the Board seeks to maximize effectiveness of the Board and its committees to perpetuate the success of the Company, to best represent stockholder interests through the exercise of sound judgment and to assure continuity in the Board’s oversight over the Company and management. The Board places significant emphasis on ensuring an appropriate mix of characteristics, skills and experience for the Board as a whole and as to each individual director. The Board has delegated the evaluation of the skills and attributes of the Board as a whole and each individual director against the Company’s needs and strategic direction to the Nominating and Corporate Governance Committee pursuant to the committee’s charter. Among other considerations, the Board seeks to ensure an appropriate mix of expertise in executive and corporate leadership, range of backgrounds, perspectives and experiences, personal and professional integrity, ethics and values, financial and operational experience, depth of knowledge related to our business, business risks and operations, as well as expertise and insights in technologies, industries and markets relevant to our strategic plans, as set forth in our Corporate Governance Guidelines. Our Board believes the current mix of skills, backgrounds, service period and attributes of our Board maximizes the effectiveness of our Board in its oversight responsibilities. In 2017, Mses. Makagon and Crusco joined our Board, with Ms. Makagon bringing substantial expertise in global platform strategy, technology, cybersecurity, operations and high-technology executive leadership and Ms. Crusco adding deep financial, accounting and operational expertise, public company leadership and governance experience. In 2022, Mr. Mukherjee joined our Board, bringing expertise in cloud software products, top-tier talent acquisition and small business solutions. More recently, in 2024, Mr. Oosterman joined our Board, bringing global experience in the wireless, residential and small business segments, and extensive background in media, including television, radio and digital, and deep brand and marketing experience. We anticipate that Mr. Berry will bring additional finance, operations and general management experience in the global software and security appliance industries. Our Board also considers board tenure and mix of shorter, medium and longer tenure of board service in its review of Board composition. The average tenure of our independent directors (excluding Ms. Fields, whose term as a director expires on May 8, 2025) is approximately six years. A depiction of the mix of key skills and attributes representative of our current Board and their tenure as directors and ages (excluding Ms. Fields, whose term as a director expires on May 8, 2025) is as follows:

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Amended and Restated Certificate of Incorporation provides that our Board shall be divided into three classes, with the directors in each class having a three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall hold office until the next election of the class for which such director shall have been chosen. As of March 27, 2025, the date this Proxy Statement is made available, the Board consists of nine directors, divided into the following three classes: •Class I directors: Kathleen Crusco, Carl Russo and Michael Weening, whose current terms will expire at the 2026 Annual Meeting; •Class II directors: Rajatish Mukherjee, Wade Oosterman and Kevin Peters, whose current terms will expire at the 2027 Annual Meeting; and •Class III directors: Christopher J. Bowick, Eleanor Fields and Kira Makagon, whose current terms will expire at the Annual Meeting. We received notice on March 21, 2025 that one of our independent directors, Ms. Fields, had decided not to stand for re-election upon the expiration of her term on May 8, 2025, the date of our Annual Meeting. Ms. Fields indicated that her decision to not stand for re-election was not due to any disagreement with the Company nor any matter relating to the Company’s operations, policies or practices. Ms. Fields is a Class III director, whose current term expires at the Annual Meeting. Our Board unanimously voted on March 21, 2025 to appoint Michael J. Berry to the Board, effective upon the expiration or earlier termination of Ms. Fields' term on the Board. Our Board plans to appoint Mr. Berry to the Audit Committee and the Strategic Committee upon the commencement of his term. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Christopher J. Bowick and Kira Makagon as nominees for reelection, and Michael J. Berry as a nominee for election, as Class III directors at the Annual Meeting. Mr. Bowick and Ms. Makagon have each agreed to stand for reelection, and Mr. Berry has agreed to stand for election, each as a Class III director. Each director to be elected will hold office from the date of such director’s election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three Class III director nominees named above. The Board expects each of the nominees to be available for election to the Board at the Annual Meeting. In the event that any nominee should be unable to serve or for good cause will not serve, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

  3. Our Director Nominees and Board of Directors

    Our Director Nominees and Board of Directors At least annually our Nominating and Corporate Governance Committee reviews the skills and characteristics of directors and the mix of skills and experience of the Board in the context of our business strategy, growth initiatives and our customers and target market, our business and operating requirements and the long-term interests of our stockholders. In doing so, the Nominating and Corporate Governance Committee seeks a board composition that can best perpetuate the success of the business and represent stockholder interests. The Committee also considers the tenure of our directors and seeks to maintain a balance of longer tenured directors with deep institutional knowledge and newer directors who bring new perspectives to the Board. See “Board Meetings and Committees — Nominating and Corporate Governance Committee” above regarding the Nominating and Corporate Governance Committee’s evaluation and selection of director nominees. The Board believes that all the nominees for reelection and election are highly qualified and have the skills and experience required for effective service on the Board. Mr. Berry is expected to serve on our Audit Committee as an audit committee financial expert, and our Strategic Committee, and brings substantial expertise and knowledge in cybersecurity, financial matters and the leadership of complex organizations. Mr. Bowick chairs our Talent and Compensation Committee, serves on our Nominating and Corporate Governance Committee, and brings significant public company executive leadership experience as well as extensive knowledge of the telecommunications industry. Ms. Makagon serves on our Cybersecurity Committee, Talent and Compensation Committee, and brings substantial expertise and knowledge regarding compensation, cybersecurity, privacy and software platform technologies. We believe the skills and attributes of these nominees complement the expertise, background and experience of our other continuing directors. Biographical information describing the qualifications and relevant experience, skills and attributes of our Class III nominees and our other current directors who will continue in office after the Annual Meeting as of March 27, 2025, is set forth below.

  4. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

  5. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Michael J. Berry | | | Independent director Age: 61 Nominee to Board Nominee to Calix Board committees: •Audit (Audit Committee financial expert) • Strategic Other current public company directorships and committees: •Rapid7 (chair of audit) | Mr. Berry is a technology industry veteran, who brings to our Board more than 30 years of finance, operations and general management experience at global software, cloud and appliance businesses. Mr. Berry recently served as executive vice president and chief financial officer for NetApp, Inc., a position he held from March 2020 to March 2025. From February 2017 to March 2020, he served as executive vice president and chief financial officer for McAfee LLC. Before joining McAfee, Mr. Berry was executive vice president, chief financial officer, and chief operating officer at FireEye; executive vice president and chief financial officer for Informatica; and led finance and other operations for several technology companies, including IO Data Centers, SolarWinds, Inc. and i2 Technologies, Inc. Mr. Berry serves on the board of directors of Rapid7, Inc., an extended risk and threat detection cybersecurity company, as chair of its audit committee. Mr. Berry holds a Master of Business Administration from the University of St. Thomas. He also has a Bachelor of Arts' degree in finance from Augsburg University. |

  6. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Christopher J. Bowick | Talent and Compensation Committee Chair | | Independent director Age: 69 Director since 2014 Calix Board committees: •Nominating and Corporate Governance •Talent and Compensation (Chair) Other current public company directorships: none | Mr. Bowick brings to our Board extensive experience in advising and managing companies in the technology and telecommunications industries. Mr. Bowick is principal of The Bowick Group, LLC, where he provides technology, product, business and executive-development advice and counsel to clients in the cable television and telecommunications industries. From 1998 until his retirement in 2009, Mr. Bowick held various positions at Cox Communications. Mr. Bowick joined Cox in 1998 as vice president, technology development, and was named senior vice president of engineering and chief technical officer in 2000. Mr. Bowick retired as chief technology officer of Cox in June of 2009. At Cox, Mr. Bowick was responsible for strategic technology planning, day-to-day technical operations and the development and deployment of technology solutions for the company’s video, voice, high speed data and wireless products, including the development and deployment of telecommunications services, such as circuit-switched telephone, voice over IP, high-speed data, digital video, HDTV, video-on-demand and interactive television. Mr. Bowick was also responsible for network engineering and network operations for Cox’s nation-wide network infrastructure including its national backbone, Metropolitan Area Networks and HFC networks. Prior to joining Cox, Mr. Bowick served as group vice president of technology and chief technical officer for Jones Intercable, Inc., while simultaneously serving as president of Jones Futurex, a designer and manufacturer of triple DES, PC-based hardware encryption devices and provider of contract manufacturing services. Prior to Jones, Mr. Bowick served as vice president of engineering for Scientific Atlanta’s Transmission Systems Business Division, and as a design engineer for Rockwell International, Collins Avionics Division. Mr. Bowick also formerly served on the board of directors of VIXS Systems Inc., a publicly-held company. Mr. Bowick holds a Master of Business Administration from the University of Colorado and a Bachelor of Science in Electrical Engineering from the Georgia Institute of Technology. |

  7. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Kira Makagon | | | Independent director Age: 61 Director since 2017 Calix Board committees: •Cybersecurity •Talent and Compensation Other current public company directorships: none | Ms. Makagon brings to the Board extensive experience in global platform strategy, technology, cybersecurity, operations and high technology executive leadership. Since February 2025, Ms. Makagon has served as president and chief operating officer at RingCentral, Inc., a publicly-held provider of cloud-based global collaborative communications solutions, and previously served as RingCentral’s executive vice president and chief innovation officer from July 2019 until February 2025, and executive vice president of innovation from August 2012 to July 2019. From January 2012 to July 2012, Ms. Makagon served as the senior vice president of products of iCrossing, a global digital marketing agency owned by Hearst Corporation. From June 2009 to December 2011, she held various executive leadership roles at Red Aril, Inc., an online media technology company, serving as founder, chief executive officer and member of the board of directors from June 2009 to April 2010, and president from April 2010 to December 2011. Prior to joining Red Aril, Ms. Makagon held various executive leadership roles at NebuAd, Inc., an online data and media company, serving as co-founder and president from September 2006 to July 2008, chief executive officer from August 2008 to December 2008, and consultant and board member from January 2009 to May 2009. Ms. Makagon has also served in various roles at Exigen Group, a provider of SaaS workflow platforms and call center solutions, including president, ventures and alliances, and executive vice president, marketing and business development, as well as serving on the board of directors. Prior to that, Ms. Makagon co-founded and held key executive positions in flagship online marketing and CRM companies, including Octane Software, which was acquired by E.Epiphany, and Scopus Technology, where she brought multiple generations of CRM products to market. Ms. Makagon holds a Bachelor of Science in computer science and a Master of Business Administration from the University of California, Berkeley. |

  8. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE.

  9. Current Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Current Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  10. Current Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | Kathleen Crusco | Audit Committee Chair | | Independent director Age: 60 Director since 2017 Calix Board committees: •Audit (Chair and Audit Committee financial expert) • Strategic Other current public company directorships and committees: •TD Synnex Corporation (audit) | Ms. Crusco brings to our Board a wealth of experience instilling operational rigor at leading technology companies. From December 2017 until January 2020, Ms. Crusco served as executive vice president and chief financial officer at Kony, Inc., a privately-held mobile applications solutions provider, which was acquired by Temenos, a banking software company. From August 2016 until November 2017, Ms. Crusco served as executive vice president, chief operating officer and chief financial officer at Epicor Software Corporation, a privately-held software company. Ms. Crusco joined Epicor in May 2011 when the company merged with Activant Solutions Inc., a business management software company where she served as senior vice president and chief financial officer from May 2007 to November 2010, then as executive vice president and chief financial officer. Before joining Activant, she worked for Polycom from 2002 to 2007, rising to the role of vice president of worldwide finance during her tenure. Ms. Crusco has also held a variety of financial roles at Documentum, Inc., Adaptec, Inc. and Price Waterhouse LLP. Ms. Crusco holds a Bachelor of Science in Business Administration with an emphasis in accounting from California State University, Chico. |

  11. Current Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | Carl Russo | Chairman of the Board | | Chairman of the Board Age: 68 Director since 1999 Calix Board committees: none Other current public company directorships: none | Mr. Russo has served as Calix’s Chairman of the Board since July 2021. Previously, he served as chief executive officer from December 2002 until September 2022, and has also served as president from December 2002 to January 2021. Mr. Russo brings substantial expertise and knowledge regarding our business strategy, markets and operations to Calix’s board of directors. He also brings to the Board an extensive background in the telecommunications and networking technology industries. From November 1999 to May 2002, Mr. Russo served as vice president of optical strategy and group vice president of optical networking of Cisco Systems, Inc. From April 1998 to October 1999, Mr. Russo served as president and chief executive officer of Cerent Corporation, which was acquired by Cisco. From April 1995 to April 1998, Mr. Russo served in various capacities, including as chief operating officer, at Xircom, Inc., which was acquired by Intel Corporation. Previously, Mr. Russo served as senior vice president and general manager for the hyperchannel networking group of Network Systems Corporation and as vice president and general manager of the data networking products division of AT&T Paradyne Corporation. Mr. Russo served on the board of directors of Vital Network Services, Inc., a privately-held company delivering network lifecycle services, and Xirrus, Inc., a privately-held company providing products that enable high-performance wireless networks. Mr. Russo attended Swarthmore College and previously served on its board of managers. |

  12. Current Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | Michael Weening | President and Chief Executive Officer | | Director Age: 56 Director since 2023 Calix Board committees: none Other current public company directorships: none | Mr. Weening has served as Calix’s president and chief executive officer since October 2022. As Calix's president and chief executive officer, Mr. Weening brings substantial experience and knowledge regarding our business strategy, markets and operations to Calix's board of directors. He also brings to the Board an extensive background in the telecommunications and networking technology industries. From January 2021 until September 2022, Mr. Weening served as president and chief operating officer at Calix; as executive vice president and chief operating officer from August 2020 until January 2021; as executive vice president, global operations from January 2019 until August 2020; and as executive vice president in various capacities over our field operations and sales and marketing organizations from June 2016 until January 2019. Prior to joining Calix, Mr. Weening held various sales executive leadership roles at Salesforce, Inc., a customer relationship management company. From August 2014 until June 2016, Mr. Weening served as senior vice president of global customer success and services at Salesforce, and from May 2012 until August 2014 as senior vice president of customer and sales growth in Japan and Asia Pacific at Salesforce. From May 2009 until May 2012, Mr. Weening served as vice president of business sales at Bell Mobility in Canada. Prior to joining Bell Mobility, Mr. Weening also held various sales leadership roles at Microsoft Corporation in Canada and the United Kingdom. Mr. Weening holds a Bachelor of Arts in Business Administration from Brock University. |

  13. Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  14. Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Rajatish Mukherjee | | | Independent director Age: 48 Director since 2022 Calix Board committees: •Cybersecurity •Talent and Compensation Other current public company directorships: none | Mr. Mukherjee brings to our Board more than 20 years of experience in global platform and software companies focused on the small and midsize business (“SMB”) market. Mr. Mukherjee previously served as an Executive Vice President and General Manager for Employer at Indeed from February 2022 through February 2025, where he was responsible for shaping product and go-to-market priorities for millions of employers, from small business customers to enterprise organizations, around the world to help them match and connect with talent to hire with speed and simplicity. Mr. Mukherjee previously served as General Manager of SMB at Indeed, where he oversaw product growth in the SMB segment and international markets from February 2022 to February 2024, and prior to that as Senior Vice President of Product at Indeed from June 2016 to February 2022. Prior to joining Indeed, Mr. Mukherjee was Senior Vice President of Product at GoDaddy from 2013-2016 where he was responsible for helping their customers build successful businesses online. He has significant experience with SMB customers and led multiple successful acquisitions for the company. Previously, Mr. Mukherjee worked on the Enterprise Platform team at Google from 2011-2012 where he led Product Management for Domains for Google Apps and Google Drive for enterprises. From 2008-2011 he was a Senior Product Manager for the Online Services division at Microsoft with responsibility for product and business strategy for Office 365. Mr. Mukherjee holds a joint Master of Business Administration from the Haas School of Business at the University of California at Berkeley & the Columbia Business School. He also has a Bachelor’s degree in Computer Science & Engineering from Jadavpur University. |

  15. Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Wade Oosterman | Strategic Committee Chair | | Independent director Age: 64 Director since 2024 Calix Board committees: •Nominating and Corporate Governance •Strategic (Chair) Other current public company directorships and committees: •Stagwell, Inc. (chair of audit) •Telephone & Data Systems Inc. (audit; compensation and human resources) | Mr. Oosterman brings substantial experience, expertise and qualifications gained in executive leadership roles at BCE, Canada’s largest communications provider, and other publicly traded communications companies over a 30 year period. He has proven global expertise in the wireless, residential and small business segments, extensive background in media, including television, radio, digital, deep brand and marketing experience. He has also developed a reputation as a leader in social and digital media, video streaming platforms, smart data and the Internet of Things. Mr. Oosterman is President and Chief Executive Officer of Peyden Inc., a private investment company with holdings in technology, real estate, and media. Prior to that time, Mr. Oosterman was Vice Chairman of Bell Canada, Canada’s largest telecommunications service provider, from 2018 through January 2024. Mr. Oosterman was also President of Bell Media, Canada’s largest media company, from January 2021 until January 2024. Mr. Oosterman previously served as President of Bell Mobility from 2006 to 2018, as President of Bell Residential Services from 2010 to 2018 and as Chief Brand Officer of Bell Canada, and BCE, from 2006 to 2020. Prior to joining Bell Canada, Mr. Oosterman served as Chief Marketing and Brand Officer for TELUS Corp., and Executive Vice President, Sales and Marketing for TELUS Mobility. In 1987, Mr. Oosterman co-founded Clearnet Communications Inc. and served on its board of directors from 1987 until the successful sale of Clearnet to TELUS Corp. in 2000. Mr. Oosterman has served on the boards of directors of Stagwell, Inc., a global marketing services provider, since 2020, and Telephone Data Systems Inc., a U.S. telecom provider, since 2019. He has also served on the boards of directors of EnStream, a joint venture of the three largest Canadian telecom providers engaged in the business of mobile payments and identity verification, from 2006 to 2023, Ingram Micro from 2013 to 2016, and Virgin Mobile Canada from 2006 to 2009. Mr. Oosterman has Bachelor of Arts' degree in Economics and Finance from University of Western Ontario and holds a Master of Business Administration from University of Western Ontario – Richard Ivey School of Business. |

  16. Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Kevin Peters | Lead Independent Director; Cybersecurity Committee Chair; Nominating and Corporate Governance Committee Chair | | Independent director Age: 61 Director since 2014 Calix Board committees: •Audit (Audit Committee financial expert) •Cybersecurity (Chair) •Nominating and Corporate Governance (Chair) Other current public company directorships: none | Mr. Peters brings to our Board a wealth of leadership as well as business and industry experience gained over the course of a 28-year career with AT&T, one of world’s largest communications companies. Mr. Peters last served as president, chief executive officer and board member of Titanium Software, a privately-held technology company, from June 2022 through his retirement in March 2023. Mr. Peters formerly served as president and chief executive officer of NetNumber Inc., from February 2018 to July 2022, and has served as a board member since April 2015. Previously, Mr. Peters served as executive vice president, global customer service for AT&T, Inc., from 2012 until his retirement in 2014. Mr. Peters joined AT&T in 1986, and held various functional roles, including in information technology, sales, engineering and finance until 2000. Mr. Peters then served as vice president, local network planning and project management in 2001. During his subsequent career at AT&T, Mr. Peters served in the following capacities: senior vice president, network engineering from 2003 until 2004; senior vice president, global network technology program management, AT&T Labs in 2005; senior vice president-enterprise systems and software engineering in 2006; executive vice president, global network operations from 2006 until 2009; and chief marketing officer, business from 2010 until 2011. Since retiring, Mr. Peters has provided advisory services to a number of companies, including Accenture, a global management consulting and professional services firm, J&L Group, a privately-held telecommunications company and the Howe School of Business, Stevens Institute of Technology. In addition to the other current directorships described, Mr. Peters also currently volunteers and serves on the board of directors of the Crandon Lakes Country Club and the Yogi Berra Museum and Learning Center. Mr. Peters holds a Master of Business Administration with honors (Beta Gamma Sigma) from Columbia University, a Master of Science in Telecommunications Engineering from Stevens Institute of Technology, a Bachelor of Science in Psychology from Fairfield University and attended the Harvard University Advanced Management Program. Mr. Peters also holds a Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. |

  17. Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    There are no family relationships among any directors, director nominees or executive officers of Calix.

  18. Summary of Executive Compensation Actions Taken in 2024

    Summary of Executive Compensation Actions Taken in 2024 •Base salaries were kept flat from 2023; •Target bonuses were unchanged from 2023; •In aggregate we paid bonuses at 98.5% of target; and •Equity grants were 100% performance-based stock options that require both achieving financial performance goals plus stock price appreciation to deliver value to executives. Because both financial performance and stock price appreciation are required for the executives to receive any value from these awards, these performance options are much more performance oriented than PSUs that are issued by most companies and which only require achievement of one set of performance goals in order to provide significant value.

  19. Annual Stockholder Advisory Vote on Executive Compensation ("Say on Pay")

    Annual Stockholder Advisory Vote on Executive Compensation ("Say on Pay") We hold an advisory, non-binding stockholder vote on executive compensation every year. At our Annual Meeting of Stockholders, our stockholders voted to approve, on an advisory basis, the compensation of our NEOs, with approval of 77.9% of the votes cast. The Talent and Compensation Committee intends to continue to take into consideration the outcome of our stockholders’ advisory “say-on-pay” votes along with market practices and the recommendations of its executive compensation advisor when making future compensation decisions for the NEOs. We also regularly engage in discussions with our largest institutional stockholders and solicit feedback on executive compensation as well as other areas. We take shareholder feedback seriously and believe our “go forward” compensation practices should address concerns raised, including: •We capped the uncapped gross margin performance metric in our bonus plan for 2025; •Unlike in 2023, we did not change our performance-based targets for 2024 (but we have now built into the bonus plans an ability to use discretion of up to 20% (up or down) to address unforeseen circumstances); and •In 2024, all of our equity grants were performance-based stock options (no service-based stock options or RSUs).

  20. 2024 Total Direct Compensation

    2024 Total Direct Compensation We provide annual compensation to our NEOs that is intended to be market competitive, support our compensation philosophy, focus on long-term profitable growth and align the interests of our executives with the interests of our stockholders. To that end, we provide our executives with base salary, cash incentive bonus and performance-based stock options and in select cases service-based stock options. A significant amount of the total potential annual compensation of our other NEOs in 2024 is comprised of “at-risk” variable compensation based on our achievements of corporate financial targets aligned with our business strategy and creating value for our stockholders. Consistent with the compensation philosophy, total pay for our NEOs is heavily weighted towards long-term equity awards which, other than limited service-based options described below, are comprised 100% of performance-based stock options which only deliver value if the stock price increases and our NEOs have achieved additional financial performance goals. The weighting of compensation elements for Mr. Weening, our CEO, and our other NEOs, in 2024, as a group, is as follows: For the purposes of the graphs above, base salary and bonus reflect values disclosed in the Summary Compensation Table and long-term equity is based on grant date fair value of the annual performance-based stock option awards granted. From time to time, we grant our executives, including our NEOs, service-based stock options. These awards are granted at time of hire, in connection with a promotion and, in limited circumstances, to retain key talent.

  21. Cash Incentive Compensation

    Cash Incentive Compensation 2024 Executive Cash Incentive Plan Design Our executives, including our NEOs, participate in two separate cash bonus programs under the executive cash incentive plan. We believe these programs focus our executives on our long-term profitable growth strategy while recognizing the challenges with predicting performance in this high-growth environment. A portion of the executive cash incentive plan payout for our executives is based on the Company’s achievement against preset quarterly revenue and non-GAAP operating income targets. The other portion of the executive cash incentive plan payout is based on non-GAAP gross margin which provides an incremental opportunity that is based on our achievement above a minimum non-GAAP gross margin target, measured quarterly. The combined cash bonus programs include an assessment of the NEO's individual performance for the year. Our executive cash incentive plan does not provide for any guaranteed payments and there is no payout if we do not achieve a pre-established level of threshold performance. In setting the performance measures and targets for our executive cash incentive plan, our Talent and Compensation Committee seeks to align the performance targets to our key financial objectives and business strategy, which we believe furthers the long-term interests of our stockholders. The performance targets are designed to incentivize financial growth and performance over the year as we continue to drive adoption of our cloud and software platforms. In 2024, our Talent and Compensation Committee established our quarterly and annual corporate financial targets based on the annual operating plan approved by our Board at the beginning of the year and based on quarterly financial information prepared by management. The following chart summarizes key features of our 2024 executive cash incentive plan.

  22. Cash Incentive Compensation

    | Bonus Component | Description | | Revenue / Non-GAAP Operating Income (1) | •Each component is measured quarterly and pays out semiannually; •Total payout opportunity is capped at 110% of target based on pre-established revenue (50%) and non-GAAP operating income (50%) goals; •Both revenue and non-GAAP operating income thresholds must be achieved for the respective quarterly metric to be funded; and • The plan is intended to drive focus on delivering on the business plan which aligns with long-term value creation. | | Non-GAAP Gross Margin (2) | •Participants can earn incremental compensation as gross margin improves, which we believe focuses our NEOs on profitable growth, and which we believe is critical to our continued success; • Specifically, the plan is funded based on 25% of the gross margin dollars that exceed target (on a quarterly basis). If our non-GAAP gross margin is at or below the quarterly target, the bonus is not funded; and •The resulting pool is allocated to participants based on base salary. |

  23. Cash Incentive Compensation

    (1)Non-GAAP operating income for the purposes of the executive cash incentive plan is calculated as operating income on a GAAP basis less certain items that are not considered indicative of our performance, consisting of: stock-based compensation, intangible asset amortization and other charges. Reconciliation is provided in Appendix C. (2)Non-GAAP gross margin for the purposes of the executive cash incentive plan is calculated as gross margin on a GAAP basis less certain items that are not considered indicative of our performance, consisting of: stock-based compensation, intangible asset amortization and other charges. Reconciliation is provided in Appendix C.

  24. Total Executive Cash Incentive Plan Opportunity

    Total Executive Cash Incentive Plan Opportunity The 2024 executive cash incentive plan opportunity as a percentage of base salary for the quarterly revenue and non-GAAP operating income as set by our Talent and Compensation Committee for each of our NEOs is listed in the table below. The payout for our second cash bonus component (the non-GAAP gross margin component) is allocated to participants, including our NEOs, based on a proportional amount of the funded pool once performance has been determined. Therefore, participants do not have a target opportunity similar to our other component.

  25. Total Executive Cash Incentive Plan Opportunity

    | | Aggregate Quarterly Target Opportunity | | | Named Executive Officer | Dollar Value | As a Percentage of Base Salary | | Michael Weening | $840,000 | 150% | | Cory Sindelar | $364,275 | 75% | | J. Matthew Collins | $321,450 | 75% | | Shane Eleniak | $321,450 | 75% |

  26. Total Executive Cash Incentive Plan Opportunity

    Once the total incentive pool for our executive cash incentive plan is funded, our Talent and Compensation Committee retains discretion to adjust cash incentive compensation paid to each individual up or down, ranging from 50% to 200% of the funded amounts for each individual’s executive cash incentive plan opportunity for the year, based upon assessment of individual performance. Our CEO provides his assessment of individual NEO performance for our Talent and Compensation Committee’s determination of actual cash incentive payout of amounts funded under the plan. Our CEO’s performance is evaluated and determined solely by our Talent and Compensation Committee. 2024 Executive Cash Incentive Plan Achievement The table below sets forth the quarterly financial targets and achievement applicable to the two separately funded cash bonus opportunities under our cash incentive plan for each fiscal quarter of 2024. For the first bonus opportunity, actual achievement was 92.3% and 94.5% of target in the first and second quarters, respectively, and 105.5% and 101.7% of target in the third and fourth quarters, respectively. For the second bonus opportunity, our non-GAAP gross margin exceeded the target in the second and third quarters. However, non-GAAP gross margin was below target in the first and fourth quarters, which resulted in no funding for those quarters for the non-GAAP gross margin component. In the aggregate, this resulted in a payout of 98.5% of target.

  27. Total Executive Cash Incentive Plan Opportunity

    | | Quarterly Revenue/Non-GAAP Operating Income | | | | | | | Quarterly Non-GAAP Gross Margin (1) | | | | | Revenue (in millions) | | | Non-GAAP Operating Income (in millions) (1) | | | | | | | | Fiscal Quarter | Threshold | Target | Actual | Threshold | Target | Actual | Funding | Target | Actual | Funding (in millions) | | First quarter | $207.0 | $230.0 | $226.3 | $15.1 | $16.8 | $15.80 | 92.3% | 54.9% | 54.87% | $— | | Second quarter | $180.0 | $200.0 | $198.1 | $4.8 | $5.3 | $5.10 | 94.5% | 55.1% | 55.14% | $0.02 | | Third quarter | $180.0 | $200.0 | $200.9 | $5.0 | $5.6 | $6.10 | 105.5% | 55.4% | 55.45% | $0.02 | | Fourth quarter | $183.6 | $204.0 | $206.1 | $3.2 | $3.6 | $3.62 | 101.7% | 55.8% | 55.54% | $— |

  28. Total Executive Cash Incentive Plan Opportunity

    (1)Reconciliation of these non-GAAP amounts to GAAP is provided in Appendix C. The payout awards of funded cash incentive amounts are determined by our Talent and Compensation Committee following assessment of performance and in consultation with the chief executive officer as to each NEO other than himself. As discussed in last year's proxy, the Talent and Compensation Committee can adjust payouts up or down by 20% based on an assessment of individual performance. For 2024, each NEO was awarded 100% of his funded opportunity under the executive cash incentive plan, with no individual adjustments.

  29. 2024 Executive Cash Incentive Plan Payouts

    2024 Executive Cash Incentive Plan Payouts The table below summarizes the cash incentive payout amounts awarded to each NEO under the executive cash incentive plan for 2024:

  30. 2024 Executive Cash Incentive Plan Payouts

    | | Revenue/Non-GAAP Operating Income | | Non-GAAP Gross Margin | Total Award | | Named Executive Officer | Aggregate Quarterly | % of Target | | | | Michael Weening | $827,400 | 98.5% | $7,513 | $834,913 | | Cory Sindelar | $358,811 | 98.5% | $6,516 | $365,327 | | J. Matthew Collins | $316,628 | 98.5% | $5,750 | $322,378 | | Shane Eleniak | $316,628 | 98.5% | $5,750 | $322,378 |

  31. Equity-Based Incentives

    Equity-Based Incentives Our 2019 Plan provides our key employees, including our NEOs, with stock-based incentives to align their interests with the interests of our stockholders. We grant 100% of our equity compensation in the form of stock options because we believe they provide the greatest alignment with stockholders since executives only realize value when the stock price increases. Our core long-term incentive is comprised solely of performance-based stock options. We grant service-based stock options periodically to executives upon hire or promotion, to recognize exceptional performance or for retention. For 2024, all of our stock options vest over four years. We grant performance-based stock options to our NEOs on an annual basis as determined by our Talent and Compensation Committee. Our Talent and Compensation Committee also reviews the equity plan “burn” rate and related information, including reference data for peer companies and overall industry practices annually.

  32. Equity-Based Incentives

    | Vehicle | Structure | Rationale | | Performance-based stock options ("PSOs") | •Target number of options are granted at the beginning of each year; •Options are earned based on non-GAAP operating income and bookings goals; •No options are earned for the performance metric if threshold level of performance is not achieved; •Opportunity to earn above target on each performance measure although the total number of options earned is capped at target (i.e., no upside); and • Any earned options vest 25% immediately (i.e., one year after date of grant) and the remaining vests in equal quarterly installments over the subsequent 36 months. | • Highly performance-oriented program that focuses on driving financial performance that leads to increased long-term shareholder value. • Entire core annual long-term incentive is at risk which creates very strong alignment with stockholders. • On the date of grant, these awards have zero intrinsic value and executives only realize value if they achieve financial goals and the stock price appreciation. | | Service-based stock options | •Granted in limited circumstances (i.e., at hire or promotion, to recognize truly exceptional performance or retention of an executive). •In general, vests 25% on the first anniversary date and the remaining vests in equal quarterly installments over the subsequent 36 months. •None granted in 2024. | •Recognizing the PSOs are fully at risk, the service-based stock options are intended to provide alignment with stockholders at time of grant. •This type of award is also critical in helping to recruit top talent as we are often competing with companies that are delivering long-term incentives with less risk (e.g., service-based full value shares (RSUs), which we do not provide). |

  33. Equity-Based Incentives

    We provide grants of stock options to our NEOs under our 2019 Plan on an annual basis as determined by our Talent and Compensation Committee. Our stock option grants have either performance-based and/or service-based vesting as described above, with all awards generally having a four year vesting schedule. Our Talent and Compensation Committee also reviews our annual equity usage and related information, including reference data for peer companies and overall industry practices annually. Our Talent and Compensation Committee approves equity grants at regularly scheduled Committee meetings. Our annual PSO grant is generally made in February. Initial awards at the time of hire or promotion and retention awards generally vest solely based on the continued service of the NEO. The size and terms of the initial equity grant made to each new NEO is primarily based on competitive conditions applicable to the NEO’s specific position and, in the case of a new hire executive leaving his or her prior company, the value of unvested equity. In addition, we consider the number of shares of our common stock underlying stock options granted to other executives in comparable positions within the Company. 2024 Stock Option Awards On February 8, 2024, the Talent and Compensation Committee approved an annual grant consisting of only performance-based stock options ("PSOs") for our NEOs based on specific financial targets for 2024. No service-based stock options were granted this year to provide a strong performance incentive for our NEOs. The annual grant was divided into two parts: •Plan #1 (75% of target value) with the actual number of shares earned contingent upon achievement of annual corporate financial targets for non-GAAP operating income and bookings for 2024 (collectively, the “2024 Plan #1 Performance Metrics”), each weighted 50%; and •Plan #2 (25% of target value) with the actual number of shares earned contingent upon achievement of the annual bookings target (the “2024 Plan #2 Performance Metric”). Under Plan #1, if non-GAAP operating income and bookings were below 80% of target, no options would have been earned, and the 2024 Plan #1 PSOs would have been forfeited in full. For each metric, if the threshold of 80% of target was achieved, then the options would have been earned at 75%, with an increasing percentage of options earned above threshold up to 100% earned for target performance. Executives had an opportunity to earn above target for each metric (up to 120% of target) although the total number of PSOs earned was capped at 100% of target (i.e., no upside). The threshold, target and maximum performance level goals for non-GAAP operating income were $65.68 million, $82.10 million, and $98.52 million, respectively. We do not disclose our bookings goal since it constitutes confidential information, the disclosure of which we believe would result in competitive harm to us. The bookings goal was set in a manner that our Talent and Compensation Committee determined would require significant effort to achieve, and would only be achieved if our executives executed on the strategic goals we set for 2024. The table below outlines the performance achievement opportunity for the 2024 Plan #1 PSOs.

  34. 2024 Plan #1 Performance-Based Stock Options Performance Schedule

    2024 Plan #1 Performance-Based Stock Options Performance Schedule

  35. 2024 Plan #1 Performance-Based Stock Options Performance Schedule

    | | Non-GAAP Operating Income | | Bookings | | Total PSOs Earned | | Performance Level | Achievement % | Earned % | Achievement % | Earned % | | | Maximum | 120% | 120% | 120% | 120% | 100% | | Target | 100% | 100% | 100% | 100% | 100% | | Threshold | 80% | 75% | 80% | 75% | 75% | | Below Threshold | <80 % | 0% | <80 % | 0% | 0% |

  36. 2024 Plan #1 Performance-Based Stock Options Performance Schedule

    Under Plan #2, if bookings were below 90% of target, no options would have been earned, and the 2024 Plan #2 PSOs would have been forfeited in full. If the threshold of 90% of target was achieved, then the options would have been earned at 75%, with an increasing percentage of options earned above threshold up to 100% earned for target performance. As indicated above in Plan #1, we do not disclose our booking goals. The total number of PSOs earned was capped at 100% of target (i.e., no upside). The table below outlines the performance achievement opportunity for the 2024 Plan #2 Performance-Based Stock Options.

  37. 2024 Plan #2 Performance-Based Stock Options Performance Schedule

    2024 Plan #2 Performance-Based Stock Options Performance Schedule

  38. 2024 Plan #2 Performance-Based Stock Options Performance Schedule

    | | Bookings | | | | Performance Level | Achievement % | Earned % | Total PSOs Earned | | Target / Maximum | 100% | 100% | 100% | | Threshold | 90% | 75% | 75% | | Below Threshold | <90 | —% | —% |

  39. 2024 Plan #2 Performance-Based Stock Options Performance Schedule

    In January 2025, the Talent and Compensation Committee certified the achievement of the 2024 Performance Metrics for non-GAAP operating income and bookings. Non-GAAP operating income performance was below the threshold while bookings performance was below the target. Based on these results, executives earned 47.9% of Plan #1 target PSOs and 91.8% of Plan #2 target PSOs for a combined payout of 58.9% of target PSOs. The Talent and Compensation Committee approved the following 2024 Performance-Based Stock Options for the NEOs as shown in the table below.

  40. 2024 Plan #2 Performance-Based Stock Options Performance Schedule

    | Named Executive Officer | 2024 Plan #1 Equity Earned (# Shares Underlying of Options) | 2024 Plan #2 Equity Earned (# Shares Underlying of Options) | 2024 Combined Performance Equity Earned (# Shares Underlying of Options) | | Michael Weening | 125,737 | 80,325 | 206,062 | | Cory Sindelar | 107,775 | 68,850 | 176,625 | | J. Matthew Collins | 107,775 | 68,850 | 176,625 | | Shane Eleniak | 107,775 | 68,850 | 176,625 |

  41. 2024 Plan #2 Performance-Based Stock Options Performance Schedule

    For more information on all outstanding equity awards held by our NEOs as of December 31, 2024, see below table under “Outstanding Equity Awards at December 31, 2024.”

  42. Competitive Market Review

    Competitive Market Review Our Talent and Compensation Committee determines pay for our NEOs in large part based upon its assessment of competitive market data and individual executive roles and responsibilities to pursue our short- and long-term strategy. In setting executive pay for 2024, our Talent and Compensation Committee reviewed our NEOs’ compensation as well as the mix of elements used and reviewed that information with reference to data provided by CAP. Based on its review, the Talent and Compensation Committee concluded that our programs support our objectives while considering market practice.

  43. Peer Group

    Peer Group We operate in a highly competitive market for talent. We strive to attract and retain highly qualified executives to effectively lead each of our business functions to achieve our business strategy. In doing so, we draw upon a pool of talent that is highly sought after by large and established technology and telecommunications companies and by other competitive companies in development or growth phases. We also compete for key talent on the basis of our vision of future success, our culture and values, the cohesiveness and productivity of our teams and the excellence of our technical and leadership teams. To gain perspective on market practices as well as competitive pay levels, the Committee utilizes compensation data from a peer group. Our peer group criteria consisted of companies within the technology industry, with an increasing shift toward software and platform companies, and reflective of our size. Each year, we review our peer group to ensure that the companies continue to be relevant from an industry and size perspective. In 2023, we made changes to our peer group to reflect our continued transition to a platform and managed services company as well as our revenue growth in the past three years. Below is the peer group approved by our Talent and Compensation Committee in 2023 that was used to establish and evaluate the 2024 compensation program for our NEOs:

  44. Peer Group

    | • 8x8, Inc. | • Harmonic | | •ADTRAN | •Infinera Corp. | | •Arista Networks, Inc. | • InterDigital | | • Blackbaud | • LiveRamp Holdings | | •Box, Inc. | • NETGEAR | | •Commvault Systems, Inc. | •NetScout Systems, Inc. | | •Extreme Networks, Inc. | •Nutanix | | •F5* | •Rapid7, Inc. | | •Five9, Inc. | •Ribbon Communications US LLC | | •Fortinet, Inc.* | •Viavi Solutions |

  45. Peer Group

    * Reflects additions to our peer group for determining 2024 compensation. At the time our peer group companies were determined, revenue for the peer companies ranged from $560 million to $4.9 billion and market capitalization ranged from approximately $390 million to $60 billion; our annual revenue and market capitalization both were positioned at the 55th percentile. The Talent and Compensation Committee reviews peer group information when making its compensation decisions, including target annual cash compensation, which includes base salary and target annual incentive opportunity; and total direct compensation, which includes target annual cash compensation and equity compensation. Our Talent and Compensation Committee does not target a specific percentile for pay; however, the Talent and Compensation Committee uses the median of the peer group as a key reference point for target annual cash compensation, while considering a wider range for long-term incentives recognizing our core long-term incentive is comprised entirely of performance-based stock options which are completely at risk.

  46. Change in Control and Severance Benefits

    Change in Control and Severance Benefits We provide our NEOs with certain change in control and severance benefits under our Amended and Restated Executive Change in Control and Severance Plan (“CICSP”). Our Talent and Compensation Committee provides change in control and severance benefits to our NEOs to, among other things, provide security to our NEOs including in the event of a change in control of the Company.

  47. Clawback Policies

    Clawback Policies In May 2019, we adopted a clawback policy that applies to our executive officers and covers all compensation under our cash incentive programs as well as all equity awards granted or awarded after the date the policy was adopted. The policy applies in the event our financial statements are restated as a result of material non-compliance with financial reporting rules as defined in the policy and provides our Board with broad discretion as to the actions that may be taken based on circumstances leading to the restatement, including recovery of incentive-based compensation received by an executive officer in excess of what the executive officer would have been paid under the restatement. In November 2023, we adopted a second clawback policy that applies to our executive officers and covers all compensation under our cash incentive programs as well as all equity awards granted or awarded after the date the policy was adopted, in compliance with the SEC’s adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as implemented by NYSE. The policy applies in the event our financial statements are restated as a result of material non-compliance with financial reporting rules as defined in the policy and provides our Board with broad discretion as to the actions that may be taken based on circumstances leading to the restatement, including recovery of incentive-based compensation received by an executive officer in excess of what the executive officer would have been paid under the restatement.

  48. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  49. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Internal Revenue Code disallows a tax deduction for “excess parachute payments” and Section 4999 of the Code imposes a 20% excise tax on any person who receives excess parachute payments. Our executives, including our NEOs, are not eligible to receive any tax gross-up payments in the event any payments made or that may be made to them become subject to this excise tax. The Talent and Compensation Committee may take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible following a change in control under Section 280G.

  50. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options and other stock-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. Our Talent and Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  51. Summary Compensation Table

    Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during 2024, 2023 and 2022.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Michael Weening | 2024 | 560,000 | — | 6,408,535 | 1,287,780 | 9,344 | 8,265,659 | | President and Chief Executive Officer | 2023 | 560,000 | — | 5,299,670 | 1,288,525 | 7,600 | 7,155,795 | | | 2022 | 515,227 | 675,000 | 20,450,550 | 629,082 | 8,171 | 22,278,030 | | Cory Sindelar | 2024 | 485,700 | — | 5,493,030 | 604,766 | 11,132 | 6,594,628 | | Chief Financial Officer | 2023 | 478,112 | — | 4,893,830 | 613,440 | 9,900 | 5,995,283 | | | 2022 | 421,875 | — | 6,381,678 | 336,823 | 8,975 | 7,149,351 | | J. Matthew Collins | 2024 | 428,600 | — | 5,493,030 | 531,084 | 12,046 | 6,464,760 | | Chief Commercial Operations Officer | 2023 | 420,025 | — | 5,729,260 | 536,085 | 9,900 | 6,695,270 | | | 2022 | 358,750 | — | 5,876,529 | 265,722 | 9,150 | 6,510,151 | | Shane Eleniak | 2024 | 428,600 | — | 5,493,030 | 531,084 | 10,486 | 6,463,200 | | Chief Product Officer | 2023 | 420,025 | — | 5,729,260 | 536,085 | 9,900 | 6,695,270 | | | 2022 | 358,750 | 3,821 | 5,876,529 | 265,722 | 9,150 | 6,513,972 |

  53. Summary Compensation Table

    (1)Amounts reported in 2024 represent the grant date fair value of the 2024 Performance-based Stock Option grants to each of Messrs. Weening, Sindelar, Collins and Eleniak, calculated assuming maximum achievement of performance goals. The amounts as reported were calculated in accordance with ASC Topic 718, excludes the impact of estimated forfeitures related to service-based vesting conditions, and are not adjusted for subsequent changes in our stock performance or the level of ultimate vesting. For a further discussion of the 2024 stock option grants, see above under “2024 Stock Option Awards.” For a discussion of the assumptions used in the valuations of the stock options, see Note 7 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2)Amounts reported for 2024 represent (i) employer matching contributions of $10,350 we made for Messrs. Sindelar, Collins, and Eleniak pursuant to our U.S. 401(k) Plan, (ii) reimbursements we made pursuant to our Lifestyle Reimbursement Program in the amounts of $1,169 for Mr. Weening, $335 for Mr. Sindelar, and $1,200 for Mr. Collins, (iii) payments we made pursuant to our Leadership Cares program, along with a tax gross-up, in the amounts of $334 with a tax gross-up of $113 to Mr. Sindelar, $342 with a tax gross-up of $154 to Mr. Collins, and $93 net with a tax gross-up of $42 to Mr. Eleniak, and (iv) employer matching contributions of $8,175 we made for Mr. Weening to the Canadian Registered Retirement Savings Plan (“RRSP”), a tax-deferred capital accumulation plan in which our Canadian employees can participate. Payments under the RRSP are set in Canadian dollars and were converted to U.S. dollars using an average exchange rate of CAD1.00 to US$0.69514.

  54. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding the grants of plan-based awards to our NEOs in 2024.

  55. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Threshold ($) (1) | Target ($) (2) | Maximum ($) (3) | Threshold (#) (4) | Target (#) (5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Option and Stock Awards ($) (6) | | Michael Weening | Cash Incentive | 84,000 | 840,000 | 924,000 | | | | | | | 02/08/2024 | | | | 98,438 | 262,500 | 34.26 | 4,806,401 | | | 02/08/2024 | | | | 65,625 | 87,500 | 34.26 | 1,602,134 | | Cory Sindelar | Cash Incentive | 36,428 | 364,275 | 400,702 | | | | | | | 02/08/2024 | | | | 84,375 | 225,000 | 34.26 | 4,119,773 | | | 02/08/2024 | | | | 56,250 | 75,000 | 34.26 | 1,373,258 | | J. Matthew Collins | Cash Incentive | 32,145 | 321,450 | 353,595 | | | | | | | 02/08/2024 | | | | 84,375 | 225,000 | 34.26 | 4,119,773 | | | 02/08/2024 | | | | 56,250 | 75,000 | 34.26 | 1,373,258 | | Shane Eleniak | Cash Incentive | 32,145 | 321,450 | 353,595 | | | | | | | 02/08/2024 | | | | 84,375 | 225,000 | 34.26 | 4,119,773 | | | 02/08/2024 | | | | 56,250 | 75,000 | 34.26 | 1,373,258 |

  56. Grants of Plan-Based Awards in 2024

    (1)These amounts represent the minimum annual possible payout (10%) at threshold for our executive cash incentive plan opportunity assuming achievement of a single quarterly revenue and non-GAAP operating income performance goal as threshold under the 2024 Executive Cash Incentive Plan. See discussion under “Cash Incentive Compensation.” (2)These amounts represent estimated payout at target for our executive cash incentive plan opportunity based on achievement of quarterly revenue and non-GAAP operating income performance goals at target under the 2024 Executive Cash Incentive Plan. See discussion under "Cash Incentive Compensation." (3)These amounts represent the maximum possible payout under our executive cash incentive plan opportunity assuming all goals were achieved at maximum under the 2024 Executive Cash Incentive Plan. It does not include any amounts earned under the quarterly non-GAAP gross margin funding opportunity, if any. See discussion under “Cash Incentive Compensation.” (4)These amounts represent the minimum possible number of underlying shares that would be earned at threshold (75%) performance under 2024 Performance-based Stock Options. See discussion under “2024 Stock Option Awards.” (5)These amounts represent the number of shares of common stock underlying 2024 Performance-based Stock Options that would be earned at target performance as described in “2024 Stock Option Awards.” Shares underlying the 2024 Performance-based Stock Options cannot be earned in excess of target. Upon achievement, earned shares underlying the 2024 Performance-based Stock Options vest immediately as to 25% of the earned shares and the remaining earned shares vest in substantially equal quarterly installments over 36 months. (6)Amounts reported represent the aggregate grant date fair value, calculated in accordance with ASC Topic 718, and exclude the impact of estimated forfeitures related to service-based vesting conditions.

  57. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.

  58. Outstanding Equity Awards as of December 31, 2024

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | | Michael Weening | 02/08/2024(1) | — | — | 125,737 | 34.26 | 02/08/2034 | | | 02/08/2024(1) | — | — | 80,325 | 34.26 | 02/08/2034 | | | 11/27/2023(2) | 30,000 | 90,000 | — | 37.80 | 11/27/2033 | | | 02/09/2023(3) | 23,843 | 30,657 | — | 51.55 | 02/09/2033 | | | 11/27/2022(2) | 60,000 | 60,000 | — | 68.40 | 11/27/2032 | | | 10/28/2022(3) | 150,000 | 150,000 | — | 73.12 | 10/28/2032 | | | 02/10/2022(3) | 68,750 | 31,250 | — | 55.96 | 02/10/2032 | | | 11/27/2021(2) | 90,000 | 30,000 | — | 68.04 | 11/27/2031 | | | 02/11/2021(3) | 91,031 | 6,069 | — | 36.74 | 02/11/2031 | | | 11/27/2020(2) | 300,000 | — | — | 23.95 | 11/27/2030 | | | 11/27/2019(2) | 600,000 | — | — | 7.84 | 11/27/2029 | | | 02/14/2019 | 90,000 | — | — | 8.03 | 02/14/2029 | | | 12/29/2017 | 204,000 | — | — | 5.95 | 12/29/2027 | | | 06/27/2016 | 80,000 | — | — | 6.38 | 06/27/2026 | | Cory Sindelar | 02/08/2024(1) | — | — | 107,775 | 34.26 | 02/08/2034 | | | 02/08/2024(1) | — | — | 68,850 | 34.26 | 02/08/2034 | | | 11/27/2023(2) | 25,000 | 75,000 | — | 37.80 | 11/27/2033 | | | 02/09/2023(3) | 23,843 | 30,657 | — | 51.55 | 02/09/2033 | | | 11/27/2022(2) | 50,000 | 50,000 | — | 68.40 | 11/27/2032 | | | 02/10/2022(3) | 55,000 | 25,000 | — | 55.96 | 02/10/2032 | | | 11/27/2021(2) | 75,000 | 25,000 | — | 68.04 | 11/27/2031 | | | 02/11/2021(3) | 72,825 | 4,855 | — | 36.74 | 02/11/2031 | | | 11/27/2020(2) | 150,000 | — | — | 23.95 | 11/27/2030 | | | 11/27/2019(2) | 200,000 | — | — | 7.84 | 11/27/2029 | | | 02/14/2019 | 72,000 | — | — | 8.03 | 02/14/2029 | | | 12/29/2017 | 108,000 | — | — | 5.95 | 12/29/2027 | | | 10/01/2017 | 275,000 | — | — | 5.05 | 10/01/2027 | | J. Matthew Collins | 02/08/2024(1) | — | — | 107,775 | 34.26 | 02/08/2034 | | | 02/08/2024(1) | — | — | 68,850 | 34.26 | 02/08/2034 | | | 02/09/2023(3) | 47,687 | 61,313 | — | 51.55 | 02/09/2033 | | | 02/10/2022(3) | 44,687 | 20,313 | — | 55.96 | 02/10/2032 | | | 02/10/2022(3) | 17,187 | 7,813 | — | 55.96 | 02/10/2032 | | | 02/10/2022(3) | 68,750 | 31,250 | — | 55.96 | 02/10/2032 | | | 02/11/2021(3) | 109,237 | 7,283 | — | 36.74 | 02/11/2031 | | | 01/31/2020 | 165,000 | — | — | 9.16 | 01/31/2030 | | | 02/14/2019 | 25,000 | — | — | 8.03 | 02/14/2029 | | | 08/01/2017 | 20,171 | — | — | 6.95 | 08/01/2027 | | Shane Eleniak | 02/08/2024(1) | — | | 107,775 | 34.26 | 02/08/2034 | | | 02/08/2024(1) | — | | 68,850 | 34.26 | 02/08/2034 | | | 02/09/2023(3) | 47,687 | 61,313 | — | 51.55 | 02/09/2033 | | | 02/10/2022(3) | 44,687 | 20,313 | — | 55.96 | 02/10/2032 | | | 02/10/2022(3) | 17,187 | 7,813 | — | 55.96 | 02/10/2032 | | | 02/10/2022(3) | 68,750 | 31,250 | — | 55.96 | 02/10/2032 | | | 02/11/2021(3) | 109,237 | 7,283 | — | 36.74 | 02/11/2031 |

  59. Outstanding Equity Awards as of December 31, 2024

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | | | 01/31/2020 | 50,000 | — | — | 9.16 | 01/31/2030 | | | 01/31/2020 | 200,000 | — | — | 9.16 | 01/31/2030 | | | 02/14/2019 | 48,000 | — | — | 8.03 | 02/14/2029 | | | 08/01/2018 | 50,000 | — | — | 7.00 | 08/01/2028 | | | 08/01/2017 | 90,000 | — | — | 6.95 | 08/01/2027 |

  60. Outstanding Equity Awards as of December 31, 2024

    (1)2024 Performance-based Stock Options that were earned based on the achievement of the 2024 Performance Metrics. Each option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the date of grant, and as to the remaining 75% of the underlying shares of common stock earned, in substantially equal quarterly installments over the subsequent 36 months. (2)Stock option vests over four years, with 25% of the common stock subject to the option vesting and becoming exercisable on the first anniversary of the grant date, and the remainder vesting and becoming exercisable quarterly thereafter in substantially equal installments over the next 36 months. No shares issued upon exercise of the grant may be transferred in any manner prior to the second anniversary of the date such shares vested. (3)Stock option vests over four years, with 25% of the common stock subject to the option vesting and becoming exercisable on the first anniversary of the grant date, and the remainder vesting and becoming exercisable quarterly thereafter in substantially equal installments over the next 36 months.

  61. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 No stock options were exercised and no stock awards vested during 2024.

  62. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Under the CICSP, in the event an eligible NEO’s employment with us is involuntarily terminated by us other than for Cause (as defined in the CICSP), death or disability and such involuntary termination during a Change in Control Period (as defined below), the NEO is eligible to receive (i) a cash severance payment in an amount equal to 12 months of base salary and pro-rated target bonus (ii) accelerated vesting of equity awards for the 12 month severance period, and (iii) health insurance benefit continuation for the 12 month severance period. In the event an eligible NEO’s employment with us is involuntarily terminated by us other than for Cause, death or disability, or the eligible NEO voluntarily terminates the NEO's employment for Good Reason (as defined in the CICSP), during a period of time commencing 60 days prior to a change in control and ending 12 months following the change in control (the “Change in Control Period”), the NEO is eligible to receive (i) a cash severance payment in an amount equal to: 24 months of base salary (in the case of Mr. Weening) and 12 months of base salary (in the case of Messrs. Sindelar, Collins and Eleniak); 200% of the annual bonus opportunity at target (in the case of Mr. Weening) and 100% of the annual bonus opportunity at target (in the case of Messrs. Sindelar, Collins and Eleniak); and a pro-rata portion the eligible NEO’s annual bonus opportunity at target, (ii) 100% accelerated vesting of all equity awards and (iii) 24 months of health insurance benefit continuation (in the case of Mr. Weening) and 12 months of health insurance benefit continuation (in the case of Messrs. Sindelar, Collins and Eleniak), in each case subject to certain exceptions. The post-termination exercise period for vested options is 12 months in the event of a qualifying termination during a Change in Control Period. Under the CICSP, an executive must execute, and not revoke during any applicable revocation period, a general release of claims against us in order to be eligible for any severance benefits. We do not provide for any tax gross-up payments under our CICSP or otherwise in connection with executive severance benefits. The table below sets forth the estimated payments and benefits that would be provided to each of our NEOs under our CICSP in the event of a Covered Termination if our NEO’s employment had terminated on December 31, 2024, with and without a change in control, taking into account the NEO’s compensation as of that date.

  63. Potential Payments Upon Termination or Change of Control

    | Executive Benefits and Payments Upon Termination | Not in Connection with a Change in Control ($) (1) | 60 Days Prior to or 12 Months Following a Change in Control ($) (2) | | Michael Weening | | | | Cash severance | $1,400,000 | $3,640,000 | | Value of accelerated vesting of equity awards | 54,993 | 125,698 | | Health insurance benefit continuation (3) | 6,335 | 12,670 | | Total | $1,461,328 | $3,778,368 | | Cory Sindelar | | | | Cash severance | $849,975 | $1,214,250 | | Value of accelerated vesting of equity awards | 47,137 | 107,741 | | Health insurance benefit continuation | 28,881 | 28,881 | | Total | $925,993 | $1,350,872 | | J. Matthew Collins | | | | Cash severance | $750,050 | $1,071,500 | | Value of accelerated vesting of equity awards | 47,137 | 107,741 | | Health insurance benefit continuation | 45,053 | 45,053 | | Total | $842,240 | $1,224,294 | | Shane Eleniak | | | | Cash severance | $750,050 | $1,071,500 | | Value of accelerated vesting of equity awards | 47,137 | 107,741 | | Health insurance benefit continuation | 28,881 | 28,881 | | Total | $826,068 | $1,208,122 |

  64. Potential Payments Upon Termination or Change of Control

    (1)In the event of a Covered Termination not in connection with a change in control, each NEO is eligible to receive: (i) a cash severance payment in an amount equal to 12 months of base salary and pro-rated target bonus, (ii) 12 months accelerated vesting of equity awards, and (iii) 12 months health insurance benefit continuation. (2)In the event of a Covered Termination in connection with a change in control, the NEO is eligible to receive: (i) a cash severance payment in an amount equal to: 24 months of base salary in the case of Mr. Weening and 12 months of base salary in the case of Messrs. Sindelar, Collins and Eleniak; 200% of the annual bonus opportunity at target in the case of Mr. Weening and 100% of the annual bonus opportunity at target in the case of Messrs. Sindelar, Collins and Eleniak; and a pro-rata portion the eligible NEO’s annual bonus opportunity at target, subject to attainment of the performance criteria with respect to the eligible NEO’s bonus opportunity; (ii) 100% acceleration of all equity awards, with the value of such accelerated vesting of equity awards calculated based on a closing trading price of $34.87 per share at December 31, 2024; and (iii) 24 months of health insurance benefit continuation in the case of Mr. Weening and 12 months of health insurance benefit continuation in the case of Messrs. Sindelar, Collins and Eleniak, in each case subject to certain exceptions. (3)Michael Weening is not eligible for COBRA (U.S. only), therefore, the Health insurance benefit continuation reflects the full Canada Life health insurance premium paid in CAD and converted to USD using the exchange rate of CAD1.00 to USD$0.69514.

  65. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. On December 31, 2024, when we determined the median employee, Mr. Weening was the principal executive officer of Calix. For 2024, the annual total compensation for Mr. Weening was $8,265,659, as disclosed under the Summary Compensation Table above, and the annual total compensation for our median employee was $136,537, calculated using the same methodology as applied for Mr. Weening in the Summary Compensation Table above, resulting in a pay ratio of approximately 60.5:1. Annual total compensation included compensation awarded, earned or paid during 2024. In accordance with Item 402(u) of Regulation S-K, we identified the employee with compensation at the median of the annual total compensation of all of our employees by examining the calendar year total cash compensation between January 1, 2024 and December 31, 2024 (using December 31, 2024 as the “median employee determination date”), including salary or wages plus overtime paid, and any earned cash incentive compensation for 2024, for all individuals, excluding Mr. Weening, who were employed by us on the median employee determination date, whether employed on a full-time, part-time, seasonal or temporary basis, subject to the application of the “de minimis” exemption as described below. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using FX rates in effect on the median employee determination date. For employees on a leave of absence, we calculated compensation on an annualized basis. However, we did not include employees absent on an unpaid leave of absence for the entire measurement period (i.e., all of 2024). For employees hired between January 2, 2024 and the median employee determination date, we calculated their salary or wages as if they had been employed for the entire measurement period. The de minimis exemption allows us to exclude up to 5% of our total employees who are non-U.S. employees. Our total number of employees, including U.S. and non-U.S. employees, as of the median employee determination date was 1,773 and we used this number to calculate the maximum number of employees excludable under the de minimis exemption. Accordingly, in identifying the median employee, we used the de minimis exemption to exclude approximately 29 employees (1.6% of our total employees) who were employed in countries outside of the United States, Canada, China and India. We believe the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules allow companies to utilize different methodologies and companies have different employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  66. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Talent and Compensation Committee reviews compensation for our non-employee directors on an annual basis, taking into consideration market data for our peer group, recommendations from its compensation advisor based on market data analysis and governance considerations issued by proxy advisory firms. Compensation for our non-employee directors consists of cash retainers for service on the Board and Board committees, with an initial equity award granted upon joining the Board and an annual equity award granted on the date of each annual meeting of stockholders. Director compensation has generally been assessed with reference to compensation and practices at peer companies. We do not provide for any per meeting fees for attendance at meetings. Members of the Board who are employees of Calix do not receive any compensation for their service as directors.

  67. March 2025 Amendment to Non-Employee Director Compensation

    March 2025 Amendment to Non-Employee Director Compensation In March 2025, upon the recommendation of the Talent and Compensation Committee after its review of market data and the analysis and recommendation of its compensation advisor, the Board amended our Non-Employee Director Cash Compensation Policy to increase our annual base, lead independent director, committee chair and committee non-chair retainers effective April 1, 2025, as follows: (i) base board retainer from $50,000 to $60,000; (ii) lead independent director retainer from $25,000 to $35,000; (iii) nominating and corporate governance committee chair from $10,000 to $12,000; and (iv) nominating and corporate governance committee non-chair from $5,000 to $5,500. Further, the Talent and Compensation Committee amended our Non-Employee Director Equity Compensation Policy to provide for equity compensation in the form of RSAs rather than stock options, effective at the Annual Meeting. Under the amended Non-Employee Director Equity Compensation Policy, each non-employee director newly elected or appointed to the Board will automatically be granted an RSA valued at $200,000 (based on the per share closing price of our common stock on the date such director commences service) upon their election or appointment to the Board. The initial grant is prorated based on the non-employee director's start date through the applicable vesting date and will vest with respect to 100% of the RSAs on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the next annual meeting of stockholders following the year of grant. Each director who is a non-employee director immediately following each annual meeting of stockholders, provided such director has served as a director for at least six months prior to such date, will also automatically be granted RSAs valued at $200,000 (based on the per share closing price of our common stock on the date such annual meeting of stockholders). The annual grant vests as to 100% of the RSAs on the day immediately prior to the date of the next annual meeting of stockholders following the date of grant, subject to continued Board service to Calix through the applicable vesting date.

  68. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2024.

  69. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | All Other Compensation ($) | Total ($) | | Carl Russo | 125,000 | 182,754 | — | 307,754 | | Kevin Peters | 81,209 | 182,754 | — | 263,963 | | Christopher J. Bowick | 75,000 | 182,754 | — | 257,754 | | Kathleen Crusco | 90,000 | 182,754 | — | 272,754 | | Eleanor Fields | 67,500 | 182,754 | — | 250,254 | | Kira Makagon | 65,000 | 182,754 | — | 247,754 | | Rajatish Mukherjee | 65,000 | 182,754 | — | 247,754 | | Wade Oosterman | 7,624 | 141,205 | — | 148,829 |

  70. Director Compensation Table

    (1)Amounts reflect the grant date fair value of stock options granted in 2024 and were calculated in accordance with ASC Topic 718 and are not adjusted for subsequent changes in our stock performance or the level of ultimate vesting. For a discussion of the assumptions used in the valuations of the stock options, see Note 7 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, none of our non-employee directors held restricted stock awards, and our non-employee directors held the following stock options:

  71. Director Compensation Table

    | Name | Shares Underlying Stock Options (#) | | Carl Russo | 1,220,445 | | Kevin Peters | 39,478 | | Christopher J. Bowick | 39,478 | | Kathleen Crusco | 39,478 | | Eleanor Fields | 22,151 | | Kira Makagon | 39,478 | | Rajatish Mukherjee | 25,201 | | Wade Oosterman | 7,317 |

  72. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Calix’s amended and restated certificate of incorporation and amended and restated bylaws provide that Calix is required to indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law. Calix has entered into and expects to continue to enter into agreements to indemnify its directors, executive officers and other employees as determined by the Board.