EXTREME NETWORKS INC

Our executive compensation programs are designed to deliver pay in accordance with corporate and individual performance. For fiscal 2024, our performance was reflected in the compensation of our NEOs in a number of ways:

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Short-term Cash Incentive Payouts Were Below Target. Overall payouts under the Extreme Incentive Plan (“EIP”), our short-term cash incentive plan, for fiscal 2024 were approximately 16.8% of target. This reflected payouts at 33.6% of target for the first half of fiscal 2024, and payouts at 0% of target for the second half of fiscal 2024, in each case based on the Company’s performance relative to applicable goals

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Long-term Incentive Earnouts Reflect Actual Company Performance. Six sets of grants of performance-based equity awards were subject to on-going performance periods during fiscal 2024, as summarized below:

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Long-term Incentive Awards Were Reasonable and Appropriate. For fiscal 2024, half of the annual awards for Ms. Motiey and Mr. Vitalone (on a per share basis) were awarded in the form of PSUs that may be earned, if at all, based on the Company’s TSR relative to the Russell 2000 Index over a three-year performance period. For Mr. Meyercord, two-thirds of his annual grants were awarded in the form of PSUs. Half of those PSUs were, as for the other NEOs, based on the Company’s TSR relative to the Russell 2000 Index over a three-year performance period. The other half of the PSUs, the SLTI PSUs, were based on achievement of rigorous stock price targets that may be met over a three- or four- year period. If earned, no portion of the SLTI PSUs may vest before the third anniversary of grant.

In fiscal 2024, the Compensation Committee granted time-based RSUs to our NEOs, other than Mr. Rhodes, that vest based on continued service over three years, to encourage retention while further tying realizable compensation from such equity awards to the Company’s long-term stock price.

Because Mr. Rhodes' new hire awards were granted in late fiscal 2023, he did not receive an equity award in fiscal 2024.

Chief Executive Officer ("CEO") Target Compensation versus Estimated Realizable Compensation

The strong link between pay and performance is further illustrated by the chart below, which shows that our CEO’s estimated realizable pay for fiscal years 2022, 2023 and 2024 was on average 96% of his target direct compensation. While the Summary Compensation Table reflects a measure of total compensation that includes the grant date fair value for equity awards, we believe that an assessment can be made by considering our CEO’s estimated realizable pay, which is based on the value of equity awards at vesting or exercise (or the end of fiscal year 2024 if not yet vested or exercised), and provides another important perspective on our CEO’s compensation package insomuch as it shows the amounts actually earned. The following graph illustrates the impact of our performance-based compensation programs on the total compensation of our CEO and compares his targeted compensation to estimated realizable pay as of June 30, 2024.

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Target Compensation: Target compensation for each year reflects actual salary paid during the year, target bonus for the year, and the grant date target value of long-term incentive grants awarded in that year.

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Estimated Realizable Compensation: Estimated realizable compensation for each year reflects (a) actual salary paid during the year; (b) actual bonus paid for the year’s performance; (c) the value of the RSUs granted that year as of the applicable vesting date or June 30, 2024, if outstanding; and (d) the value of the performance-based equity granted that year as of the applicable vesting date or based on performance through June 30, 2024, if outstanding.