EXTREME NETWORKS INC

The principal elements of our executive compensation program and their respective purposes are as follows:

Base Salary -The base salary for each NEO initially is set at the time the NEO commences employment with the Company and is reviewed annually. In its annual review of NEO base salaries, the Compensation Committee considers the recommendations of our CEO, the performance of each NEO (as evaluated by our CEO, except with respect to his own performance), and a competitive market analysis prepared by Compensia using data gathered from the Company’s peer group with respect to base salary, total target cash compensation and target total direct compensation (which includes equity awards).

In June 2023, after taking into consideration the factors noted above, the Compensation Committee determined to increase the annual base salaries of Mr. Meyercord from $800,000 to $840,000, of Ms. Motiey from $450,000 to $485,000, and of Mr. Vitalone

from $460,000 to $485,000 for fiscal 2024. Mr. Rhodes’ base salary of $500,000 was set in connection with his commencement of employment in May 2023 and was not adjusted during fiscal 2024.

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 2023, the EIP approved by the Compensation Committee for fiscal 2024, 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 2024. 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 2024 were based on projections of metrics derived from the Company’s annual operating plan.

For fiscal 2024, the EIP was funded based on the achievement of pre-established Net Revenue, Bookings Annual Contract Value ("ACV") and EBITDA performance goals. During each half, Net Revenue was weighted at 30%, Bookings ACV was weighted at 30% and EBITDA was weighted at 40%. In addition, for the second half of fiscal 2024, the Compensation Committee added a threshold requirement that non-GAAP Earnings per Share ("EPS") for the fourth quarter of fiscal 2024 must be equal to or greater than $0.20 for any EIP payout to be earned by our NEOs. Further, as the Compensation Committee reviewed the lowered targets for the second half of fiscal 2024, it decided to cap the bonus potential for the NEOs at 50% and eliminate upside potential for overperformance of the adjusted outlook. The threshold, target and maximum goals for each half of fiscal 2024 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.

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.

Non-GAAP EPS represents non-GAAP net income (as discussed below) divided by diluted shares outstanding, which is calculated as GAAP weighted-average outstanding shares plus dilutive potential shares outstanding during the period.

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, acquisition and integration costs, restructuring charges, system transition costs, non-recurring litigation charges, debt refinancing charges and tax effect on non-GAAP adjustments. 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 section"Non-GAAP Measures of Financial Performance -- GAAP to non-GAAP Reconciliation."

The threshold, target, and maximum goals of the EIP for July 1, 2023 through December 31, 2023 (the “First Half Performance Period”) and the Company’s corresponding performance levels are set forth in the table below.

The Company’s actual achievement under the First Half Performance Period is set forth in the table below.

Accordingly, the Compensation Committee approved a weighted payout for the First Half Performance Period of 33.6% of the target pool.

The threshold, target, and maximum goals of the EIP for January 1, 2024 through June 30, 2024 (the “Second Half Performance Period”) and their corresponding performance levels are set forth in the table below. For any payments to be earned pursuant to the table below, the Compensation Committee set a threshold requirement of $0.20 Non-GAAP EPS for the fourth quarter of fiscal 2024 which must be achieved.

The Company’s actual achievement under the Second Half Performance Period is set forth in the table below.

The Company did not meet the threshold requirement of $0.20 Non-GAAP EPS, nor any of the performance levels for any of the applicable financial performance metrics. Therefore, the Compensation Committee approved a payout for the Second Half Performance Period of 0% of the target pool.

For fiscal 2024, the Compensation Committee decided not to increase Messrs. Meyercord, Rhodes and Vitalone’s target bonuses as a percentage of their base salaries. For fiscal 2024, the Compensation Committee decided to increase Ms. Motiey's target bonus as a percentage of her base salary from 65% to 70%.

The table below reflects the short-term incentive compensation paid to each of our NEOs in fiscal 2024 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 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. Although Mr. Vitalone continued to serve as an employee advisor following the cessation of his role as Chief Revenue Officer, Mr. Vitalone and the Company agreed that he would not be eligible to receive a bonus under the EIP with respect to the second half of fiscal 2024.

Overall, for the full fiscal year, our NEOs received approximately 16.8% of their annual target short-term cash incentive opportunities. The payments to our NEOs for fiscal 2024 were below target award opportunities for the full fiscal year and were directly tied to the Company's performance.

Long-Term Equity Incentive Compensation

We provide equity awards under the Company’s Amended and Restated 2013 Equity Incentive Plan (the “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 performance stock units (“PSUs”) granted to our NEOs (including our CEO who was also granted SLTI PSUs as described below) in fiscal 2024 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 compensatory tool because they retain value even during a challenging economic environment, and provide a retentive effect to maintain our top talent. Meanwhile, PSUs provide an 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 typically are 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 prepared 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. In fiscal 2024, the Compensation Committee decided to increase the mix of performance-based grants versus time-based grants awarded to Mr. Meyercord. As a result, for fiscal 2024, two-thirds of his equity grant awards were performance-based. We believe the overall design of equity awarded to Mr. Meyercord for fiscal 2024 appropriately balances driving long-term performance and program durability given the inclusion of time vesting RSUs and both relative and absolute performance-based awards.

In fiscal year 2024, 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) $18.00. One-third of the RSUs vest on the first anniversary of the vesting commencement date and 1/12th of the RSUs vest on each quarterly anniversary thereafter, subject to the executive’s continued service to the Company. The PSU awards granted to all NEOs in fiscal 2024, comprising half of the total target shares granted to NEOs other than our CEO and one-third of the total target shares granted to our CEO may be earned based on the Company’s total shareholder return (“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. 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.

Special Grants -In fiscal 2024, the Compensation Committee approved a Stock Price Based Long-Term Incentive ("SLTI") PSU program pursuant to which Mr. Meyercord was granted an award of SLTI PSUs. The Compensation Committee determined that the compound annual growth rate of our stock price was an appropriate performance criterion, after considering the objective of balancing relative and absolute Company performance in light of the challenge of setting long term financial or operational goals in a dynamic business environment, and its goal to align Mr. Meyercord's pay opportunity with shareholder outcomes. The award 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. If the $41.38 stock price target is met during the three-year performance period, 50% of the award will vest on the third anniversary of the grant date, and 50% of the award will vest on the fourth anniversary of the grant date in each case subject to continued employment through the applicable dates. If the $46.96 stock price target is met during the period after the third anniversary of the grant date but before the fourth anniversary of the grant date, 100% of the award will vest at the fourth anniversary of the grant date. One-third of the total target shares granted to Mr. Meyercord in fiscal 2024 were granted under the SLTI PSU program. We believe the design of these SLTI PSUs provides an additional incentive for significant and sustained long-term absolute growth in the Company's stock price given both rigorous targets and four-year total vesting period in alignment with stockholders' interests.

Performance-Based Awards with On-going Performance Periods During Fiscal 2024 - During fiscal 2024, performance-based awards granted in fiscal 2021 , 2022 and 2023 were outstanding. Pursuant to his separation agreement with the Company in connection with his termination, Mr. Vitalone's unvested RSUs outstanding as of January 8, 2024 were cancelled, as were his unvested PSUs granted in August 2023. He remained eligible to earn his PSUs granted in August 2021 and August 2022, according to the terms of those grant agreements. The Compensation Committee determined that this was appropriate due to Mr. Vitalone's agreement to serve as an employee advisor through August 20, 2024 following his cessation of service as Chief Revenue Officer, as well as due to the significant portion of the performance periods already elapsed for the August 2021 and August 2022 PSUs.

August 2020 PSUs -In August 2020, the Compensation Committee approved grants of PSUs to Mr. Meyercord as described above under “—Long-Term Equity Compensation—Annual Awards.”

On August 18, 2021, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was 140%, as compared to the Index TSR performance of 49%. Pursuant to the grant, Mr. Meyercord earned 100% of the target portion of the award for year one, which is a maximum of 33% of the original grant.

On August 16, 2022, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second-year measurement period, as the Company’s total stock return for the two-year measurement period was 157%, as compared to the Index TSR performance of 23%. Pursuant to the grant, Mr. Meyercord earned 100% of the target portion of the award for year two, which is a maximum of 33% of the original grant.

On August 16, 2023, 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 three-year measurement period was 527%, as compared to the Index TSR performance of 30%. Pursuant to the grant, Mr. Meyercord earned 84% of the target portion of the award for year three, which, including the portions previously earned, is a maximum of 150% of the original grant.

August 2021 PSUs -In July 2021, the Compensation Committee approved grants of PSUs to Mr. Meyercord, Mr. Vitalone, and Ms. Motiey as described above under “—Long-Term Equity Compensation—Annual Awards.”

On August 16, 2022, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was 7%, as compared to the Index TSR performance of -17%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey earned 100% of the target portion of the award for year one, which is a maximum of 33% of the original grant.

On August 16, 2023, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second-year measurement period, as the Company’s total stock return for the two-year measurement period was 161%, as compared to the Index TSR performance of -12%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey have earned 100% of the target portion of the award for year two, which is a maximum of 33% of the original grant.

On August 16, 2024, 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 three-year measurement period was

26.65%, as compared to the Index TSR performance of (3.66)%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey have earned 84% of the target portion of the award for year three, which, including the portions previously earned, is a maximum of 150% of the original grant.

August 2022 PSUs - In July 2022, the Compensation Committee approved grants of PSUs to Mr. Meyercord, Mr. Vitalone, and Ms. Motiey as described above under “—Long-Term Equity Compensation—Annual Awards.”

On August 16, 2023, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first-year 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, Mr. Vitalone, and Ms. Motiey have earned 100% of the target portion of the award for year one, which is a maximum of 33% of the original grant.

On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second-year 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, Mr. Vitalone, and Ms. Motiey have earned 100% of the target portion of the award for year two, which is a maximum of 33% of the original grant.

May 2023 PSUs- In May 2023, in connection with Mr. Rhodes' hiring, the Compensation Committee approved grants of PSUs to Mr. Rhodes as described above under “—Long-Term Equity Compensation—Annual Awards.”

On May 31, 2024, the Compensation Committee certified that the minimum performance target for these PSU awards was not met for the first-year 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 has not earned any of the target portion of the award for year one, which would have been a maximum of 33% of the original grant.

August 2023 PSUs - In July 2023, the Compensation Committee approved grants of PSUs to Messrs. Meyercord and Vitalone and Ms. Motiey as described above under “—Long-Term Equity Compensation—Annual Awards.”

On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was not met for the first-year 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 have not earned any of the target portion of the award for year one, which is a maximum of 33% of the original grant. As noted above, Mr. Vitalone's August 2023 PSUs were cancelled.

August 2023 SLTI PSUs - In June 2023, the Compensation Committee approved a grant of PSUs with a grant date of August 15, 2023, to Mr. Meyercord as described above under “—Long-Term Equity Compensation—Annual Awards.”

As of June 30, 2024 the Company's stock price had not met the applicable Stock Price Target, and no portion of this award has been earned.

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 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’ interest with those of our stockholders.

Our agreements with our NEOs and our change in control and severance arrangements are described under “Summary of Employment and Other Agreements” below. 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, 2024 are set forth under “Estimated Payments Upon Termination Without Cause or Upon Change in Control” below.

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 2024, each of our NEOs who joined the Company before May 4, 2016, currently only Mr. Meyercord, was eligible to receive a special benefit in the event of his death or disability which includes a cash payment and full vesting of any outstanding time-based equity awards. See “Summary of Employment and Other Agreements” for more information on this death and disability benefit. 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.

See the "Summary Compensation Table" for more information on the benefits described above.

Tax Considerations

Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation in excess of $1 million paid to certain covered employees, which has historically generally included all named executive officers. Recent tax legislation has expanded the definition of covered employees to include additional highly compensated individuals, and the American Rescue Plan Act of 2021 will further expand the definition of covered employees beginning with the Company’s tax year ended June 30, 2028. While our Board and Compensation Committee may take the deductibility of compensation into account when making compensation decisions, we believe that maintaining the discretion to provide compensation that is non-deductible allows us to provide compensation tailored to the needs of our Company and our NEOs and is an important part of our responsibilities and benefits our stockholders.

Compensation-Related Risk Evaluation

The Compensation Committee has reviewed compensation-related risks and does not believe the Company’s compensation programs encourage excessive or inappropriate risk-taking or create risks that are reasonably likely to have a material adverse effect on the Company for the following reasons:

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The base salary and cash bonus components of the compensation program are designed to provide income independent of the Company’s stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics.

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We generally utilize formulaic annual and long-term incentive plan awards instead of discretionary payments. The cash bonus and equity components of compensation are designed to reward both short- and long-term company performance, which discourages employees from taking actions that focus solely on the short-term success of the Company.

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Because EBITDA performance was used in addition to revenue and bookings for determining cash bonus payments under the fiscal 2024 short-term incentive program, our NEOs and other employees were encouraged to take a balanced approach that focused on generating corporate revenue while taking into account operating expenses.

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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.

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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.

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The majority of PSUs granted to NEOs are tied to relative stock return performance, and the PSOs previously granted to NEOs as well as the SLTI PSUs granted to our CEO, are tied to stock price performance, resulting in a diverse and blended set of pre-established goals.

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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.

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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.

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The Company has adopted a recoupment policy that under certain circumstances requires it to recover incentive-based compensation paid to current and former executives.

Hedging Policy

Under our insider trading policy, we prohibit certain employees deemed to be insiders under the policy, including all executive officers and directors, from hedging the economic risk of ownership of our stock.

Recoupment Policy or Claw-Back Policy

Effective October 2, 2023, the Compensation Committee adopted the Extreme Networks, Inc. Policy for Recovery of Erroneously Awarded Compensation (the "Recoupment Policy"), which is intended to comply with SEC and Nasdaq listing requirements. The Recoupment Policy applies to all of our current and former executive officers within the meaning of the Securities Exchange Act of 1934. This policy will apply in the event of a restatement of financial results due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws that (a) is material to the previously issued financial statements or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The Compensation Committee will have the discretion to determine the manner in which a claw back or recovery of such erroneously awarded compensation will be effected, for example, by offsetting the erroneously awarded compensation against other compensation payable by the Company.

Stock Ownership Guidelines

As of May 17, 2022, the Compensation Committee has required that each NEO, other than our CEO, should own a minimum number of shares valued at two times (2X) his or her annual salary, and that our CEO own a minimum number of shares valued at five times (5X) his or her 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 values, as applicable, to attain the minimum ownership level.