EXTREME NETWORKS INC
For the period ended Sep 27, 2024. Filed Sep 27, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 27, 2024 · Filed Sep 27, 2024
Contents
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 2024, our NEOs did not receive any material perquisites other than a disability insurance top-up for Mr. Meyercord and Ms. Motiey.
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 NEOs 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 Claw-Back Policy - The Company has adopted a recoupment policy, sometimes called a “claw-back” 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.
| 2024 PROXY STATEMENT | 42 |
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2023 “Say on Pay”
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