EXTREME NETWORKS INC

This Compensation Discussion and Analysis explains the objectives and operation of the Company’s executive compensation program in fiscal 2024, particularly with respect to the Company’s NEOs. The Compensation Committee oversees the Company’s compensation programs and has the sole authority to establish the compensation paid to the Company’s NEOs.

Fiscal 2024 Business Performance Highlights

The Company achieved its fourth consecutive year of exceeding $1.0 billion in Net Revenues. The continued improvement in our supply chain environment and the strong growth in our subscriptions contributed to the revenue results in fiscal 2024. Our operating expenses reflect our ongoing strategies to lower our operational costs.

During fiscal 2024, we remained focused on executing our operational priorities and improving our liquidity. The Company continued its cost cutting strategies during fiscal 2024. The Company generated positive cash flows from operations for fiscal 2024. Our financial performance during fiscal 2024 was as follows:

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Net revenues of $1.1 billion, decreased 15% from fiscal 2023 net revenues of $1.3 billion;

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Total GAAP gross margin of 56.5% of net revenues in fiscal 2024, compared to 57.5% in fiscal 2023;

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Total Non-GAAP gross margin of 57.2% of net revenues in fiscal 2024, compared to 58.9% in fiscal 2023;

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GAAP operating loss margin of 5.8%, compared to GAAP operating profit margin of 8.3% in fiscal 2023;

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Non-GAAP operating profit margin of 6.2%, compared to 15.2% in fiscal 2023;

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GAAP net loss of $86.0 million in fiscal 2024, or $0.66 loss per share(1), compared to GAAP net income of $78.1 million or $0.58 income per share in fiscal 2023;

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Non-GAAP net income of $43.4 million, or $0.33 earnings per share(1), compared to $146.3 million or $1.09 earnings per share in fiscal 2023; and

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Cash flow provided by operating activities of $55.5 million, compared to $249.2 million in fiscal 2023. Cash was $156.7 million as of June 30, 2024, a decrease of $78.1 million as compared to $234.8 million at the end of fiscal 2023.

A GAAP to non-GAAP reconciliation for non-GAAP performance measures is provided in this proxy statement under the section “Non-GAAP Measures of Financial Performance – GAAP to Non-GAAP Reconciliation.”

(1) The Company's reported per share amount for the year ended June 30, 2024 included in this proxy statement differs by a $0.01 as compared to the amounts reported on the Company's Form 8-K filed with the SEC on August 7, 2024 due to a correction in shares used in the per share calculation for that period.

The following charts depict our Total Shareholder Return (“TSR”) for the one-, three-, and five-year periods ending June 30, 2024 on a compounded annual growth rate and absolute basis.