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EXTREME NETWORKS INC

For the period ended Sep 27, 2024. Filed Sep 27, 2024.

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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

EXTR$24.03+14.2%Stored close · as of Nov 6, 2026
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Grants of Plan-Based Awards

The following table sets forth certain information with respect to stock and option awards and other plan-based awards, including non-equity incentive awards (cash bonuses), granted to our NEOs during fiscal 2024. For a narrative description of the various plan-based awards set forth in the following table, see the discussion above under the heading “Compensation Discussion and Analysis.”

Estimated Future PayoutUnder Non Equity · Estimated Future Payouts Under · All OtherStock Awards:Number of · Grant DateFair Valueof Stock
Incentive Plan (1) · Equity Incentive Plan Awards (2) · Shares · and
Grant · Threshold · Target · Maximum · Threshold · Target · Maximum · of Stock · Option
Name · Date · ($) · ($) · ($) · (#) · (#) · (#) · or Units (#) · Awards ($) (3)
Edward B. Meyercord$409,500$1,092,000$1,092,000—————
8/15/2023———35,145140,581210,872—5,374,902
8/15/2023————140,581(4)——4,048,734
8/15/2023——————140,581(5)4,499,998
Kevin Rhodes159,375425,000425,000—————
Katayoun ("Katy") Motiey127,313339,500339,500—————
8/15/2023———7,81031,24046,860—1,194,431
8/15/2023——————95,886(5)999,992
Joe Vitalone181,875485,000485,000—————
8/15/2023———11,71546,86070,290(6)—1,791,614
8/15/2023——————105,479(5)(6)1,499,989

(1)

Represents threshold, target and maximum payouts under the First and Second Half Performance Periods under the fiscal 2024 EIP as described above under “—Short-Term Cash Incentives—First and Second Half Performance Periods.” Threshold and maximum payouts correspond to 37.5% and 100% of target, respectively. The actual amount earned by each named executive officer under the First and Second Half Performance Periods is set forth in the Summary Compensation Table elsewhere in this Proxy Statement. Mr. Vitalone was not eligible to receive a bonus with respect to the Second Half Performance Period pursuant to his separation agreement.

(2)

Except as otherwise noted, these PSU awards may be achieved at a minimum threshold of 25% of the target payout, target payout, or a maximum of 150% of the target payout subject to the Company’s TSR relative to the Russell 2000 Index over a three-year period, with an annual achievement of 1/3 of the target payout in years one and two, with the maximum payable, if met, in year three. If the minimum threshold is not met, no shares will be achieved.

(3)

The grant date fair value is calculated in accordance with ASC Topic 718, Compensation—Stock Compensation, and excludes the impact of estimated forfeitures related to service-based vesting conditions.

(4)

These PSU awards may be earned upon the achievement of a certain stock price target over the defined performance period. The stock price target shall be deemed achieved if the average closing stock price over any thirty consecutive trading days during the period from grant date through the third anniversary of the grant date equals or exceeds the price target of $41.38 for the initial performance period. Upon satisfaction of the initial stock price target, 50% of the shares will vest on the third anniversary of the grant date and the remaining 50% will vest on the fourth anniversary of the grant date, subject to the employees' continued service through the applicable vesting dates. If the units are not earned on the last day of initial performance period, the units will remain outstanding and be eligible to be earned if the average closing stock price over any thirty consecutive trading days equals or exceeds the price target of $46.96 during the period between the third and fourth anniversary of the grant date. Upon satisfaction of such stock price target during the period between the third and fourth anniversary of the grant date, the units will vest on the fourth anniversary of the grant date, subject to the employee's continued service through such date.

(5)

These RSUs vested as to 1/3 of the units on August 15, 2024 and as to 1/12 of the award each quarter thereafter, subject to the NEO’s continued service through such dates.

(6)

The PSU and RSU awards granted to Mr. Vitalone during fiscal year 2024 were cancelled pursuant to his separation agreement. For additional information, see "-- Summary of Employment and Other Agreements - Vitalone Separation Agreement."

2024 PROXY STATEMENT53
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