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
Pay Versus Performance
Pay Versus Performance Disclosure
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our chief executive officer (“CEO”) and Non-CEO named executive officers (“Non-CEO NEOs”) and Company performance for the fiscal years listed below.
| Value of Initial Fixed $100 Investment based on:(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for Edward B. Meyercord(1) ($) | Compensation Actually Paid to Edward B. Meyercord(1,2,3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1,2,3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Net Revenue ($ Millions)(5) |
| 2024 | 14,963,262 | (12,164,272) | 2,407,541 | (3,597,689) | 309.85 | 240.89 | (86.0) | 1,117.2 |
| 2023 | 16,132,678 | 52,660,443 | 4,328,505 | 6,503,978 | 600.15 | 214.79 | 78.1 | 1,312.5 |
| 2022 | 8,907,184 | 6,152,038 | 2,519,487 | 1,934,632 | 205.53 | 151.92 | 44.3 | 1,112.3 |
| 2021 | 5,569,901 | 17,733,987 | 2,189,124 | 4,964,042 | 257.14 | 152.85 | 1.9 | 1,009.4 |
(1)
Edward B. Meyercord was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.
| 2021 | 2022 | 2023 | 2024 |
| Remi Thomas | Remi Thomas | Kevin Rhodes | Kevin Rhodes |
| Joe Vitalone | Joe Vitalone | Joe Vitalone | Joe Vitalone |
| Remi Thomas | Katayoun ("Katy") Motiey | ||
| Cristina Tate | |||
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table.
| Year | Summary Compensation Table Total for Edward B.Meyercord($) | Exclusion of StockAwards for EdwardB. Meyercord($) | Inclusion of Equity Value for Edward B.Meyercord($) | CompensationActually Paid toEdward B.Meyercord($) |
|---|---|---|---|---|
| 2024 | 14,963,262 | (13,923,634) | (13,203,900) | (12,164,272) |
| Year | Average Summary Compensation TableTotal for Non-CEONEOs($) | Average Exclusion of Stock Awards and Option Awards for Non-CEO NEOs($) | Average Inclusion ofEquity Values for Non-CEO NEOs($) | AverageCompensationActually Paid to Non-CEO NEOs($) |
|---|---|---|---|---|
| 2024 | 2,407,541 | (1,828,676) | (4,176,554) | (3,597,689) |
| 2024 PROXY STATEMENT | 62 |
|---|
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End Fair Valueof Equity AwardsGranted During YearThat Remained Unvested as of LastDay of Year forEdward B.Meyercord($) | Change in Fair Valuefrom Last Day ofPrior Year to LastDay of Year ofUnvested EquityAwards for EdwardB. Meyercord($) | Vesting-Date FairValue of EquityAwards GrantedDuring Year thatVested During Yearfor Edward B.Meyercord($) | Change in Fair Valuefrom Last Day ofPrior Year to VestingDate of UnvestedEquity Awards thatVested During Yearfor Edward B.Meyercord($) | Fair Value at LastDay of Prior Year ofEquity AwardsForfeited DuringYear for Edward B.Meyercord($) | Total - InclusionEquity Values forEdward B. Meyercord($) |
|---|---|---|---|---|---|---|
| 2024 | 2,888,610 | (14,554,169) | — | (1,538,341) | — | (13,203,900) |
| Year | Average Year-EndFair Value of EquityAwards GrantedDuring Year ThatRemained Unvestedas of Last Day ofYear for Non-CEONEOs($) | Average Change inFair Value from LastDay of Prior Year toLast Day of Year ofUnvested Equity Awards for Non-CEO NEOs($) | Vesting-Date FairValue of EquityAwards GrantedDuring Year thatVested During Yearfor Non-CEO NEOs($) | Average Change inFair Value from LastDay of Prior Year toVesting Date ofUnvested EquityAwards that VestedDuring Year for Non-CEO NEOs($) | Average Fair Valueat Last Day of PriorYear of EquityAwards ForfeitedDuring Year for Non-CEO NEOs($) | Total - AverageInclusion ofEquity Values forNon-CEO NEOs($) |
|---|---|---|---|---|---|---|
| 2024 | 188,961 | (2,573,068) | — | (490,010) | (1,302,437) | (4,176,554) |
Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates and updated performance metric projections (for PSUs). Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions.
(4)
The Peer Group TSR set forth in this table utilizes the NASDAQ US Benchmark Computer Hardware Total Return Index (“NASDAQ Computer Hardware Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended June 30, 2024. The comparison assumes $100 was invested for the period starting June 30, 2020, through the end of the listed year in the Company and in the NASDAQ Computer Hardware Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Net Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2024. Specifically, Net Revenue is used to evaluate CEO and Non-CEO NEO performance under the EIP, a short-term cash incentive plan that is funded based on the Company’s achievement of Revenue goals as well as Company EBITDA goals and Bookings ACV, with Net Revenue goals weighted more heavily. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
| 2024 PROXY STATEMENT | 63 |
|---|
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years for the Company, and the NASDAQ Computer Hardware Index TSR over the same period.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually paid to our non-CEO NEOs, and our Net Income during the three most recently completed fiscal years.
| 2024 PROXY STATEMENT | 64 |
|---|
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Revenue during the four most recently completed fiscal years.
Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the NASDAQ Computer Hardware Index over the same period.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our CEO and Non-CEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
Bookings ACV
EBITDA
Net Revenue
Non-GAAP EPS
Relative Total Shareholder Return
Stock Price
| 2024 PROXY STATEMENT | 65 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.