ADTRAN Holdings, Inc.
For the period ended Mar 31, 2025. Filed Mar 31, 2025.
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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.
Mar 31, 2025 · Filed Mar 31, 2025
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Contents
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Value of Initial Fixed $100 Investment based on: (4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total forPEO (1)($) | Compensation Actually Paid to PEO (1)(2)(3)($) | Average Summary Compensation Table Total for Non-PEO NEOs (1)($) | AverageCompensationActually Paid toNon-PEO NEOs (1)(2)(3)($) | TSR ($) | Peer GroupTSR ($) | Net Income($ Millions) | AdjustedEBIT (5)($ Millions) |
| 2024 | 3,973,485 | 3,876,710 | 774,375 | 861,970 | 92.62 | 123.93 | (441.0) | 3.2 |
| 2023 | 5,847,661 | (3,434,422) | 1,291,473 | (349,239) | 81.62 | 114.43 | (259.3) | (9.9) |
| 2022 | 10,467,712 | 9,153,853 | 1,110,338 | 1,053,973 | 203.51 | 100.08 | (8.9) | 52.2 |
| 2021 | 4,515,356 | 6,565,639 | 1,155,022 | 1,381,134 | 243.02 | 131.83 | (8.6) | 11.3 |
| 2020 | 2,898,033 | 4,106,999 | 900,561 | 1,059,643 | 154.37 | 124.19 | 2.4 | 10.8 |
(1)
The PEO for each year presented was Thomas R. Stanton. The individuals comprising the Non-PEO NEOs for each year presented are listed below:
| 2024 | 2023 | 2022 | 2021 | 2020 |
| Ulrich Dopfer | Ulrich Dopfer | Michael K. Foliano | Michael K. Foliano | Michael K. Foliano |
| James D. Wilson, Jr. | James D. Wilson, Jr. | James D. Wilson, Jr. | James D. Wilson, Jr. | James D. Wilson, Jr. |
| Christoph Glingener | Christoph Glingener | Ronald D. Centis | Ronald D. Centis | Ronald D. Centis |
| Michael K. Foliano | Raymond Harris | Raymond Harris | Eduard Scheiterer | |
| Christoph Glingener | ||||
(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.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
| Year | Summary CompensationTable Total forThomas R. Stanton ($) | Exclusion ofStock Awards forThomas R. Stanton ($) | Inclusion ofEquity Values forThomas R. Stanton ($) | CompensationActually Paid toThomas R. Stanton ($) |
|---|---|---|---|---|
| 2024 | 3,973,485 | (2,130,975) | 2,034,200 | 3,876,710 |
| Year | Average SummaryCompensationTable Total forNon-PEO NEOs ($) | Average Exclusion ofStock Awards forNon-PEO NEOs($) | Average Inclusion ofEquity Values forNon-PEO NEOs ($) | Average CompensationActually Paid toNon-PEO NEOs ($) |
|---|---|---|---|---|
| 2024 | 774,375 | (187,356) | 274,951 | 861,970 |
| 75 | 2025 Proxy Statement |
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 RemainedUnvested as of LastDay of Year forThomas R. Stanton ($) | Change in Fair Valuefrom Last Day ofPrior Year to LastDay of Year ofUnvested EquityAwards forThomas R. Stanton ($) | Vesting-Date FairValue of EquityAwards GrantedDuring Year thatVested DuringYear forThomas R. Stanton ($) | Change in Fair Valuefrom Last Day ofPrior Year to VestingDate of UnvestedEquity Awards thatVested DuringYear forThomas R. Stanton ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Thomas R. Stanton ($) | Total - Inclusion ofEquity Values forThomas R. Stanton ($) |
|---|---|---|---|---|---|---|
| 2024 | 2,128,124 | 110,113 | — | (204,037) | — | 2,034,200 |
| Year | Average Year-EndFair Value of EquityAwards GrantedDuring Year ThatRemained Unvestedas of Last Day ofYear forNon-PEO NEOs ($) | Average Change inFair Value from LastDay of Prior Year toLast Day of Year ofUnvested EquityAwards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value ofEquity AwardsGranted During Yearthat Vested DuringYear forNon-PEO NEOs ($) | Average Change inFair Value from LastDay of Prior Year toVesting Date ofUnvested EquityAwards that VestedDuring Year forNon-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - AverageInclusion ofEquity Values for Non-PEO NEOs($) |
|---|---|---|---|---|---|---|
| ($) | ||||||
| 2024 | 234,284 | 40,823 | — | (156) | — | 274,951 |
(4)
The Peer Group TSR set forth in this table utilizes the NASDAQ Telecommunications 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 December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Telecommunications Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Adjusted EBIT to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. Adjusted EBIT is a non-GAAP measure. More information on Adjusted EBIT can be found in “Elements of 2024 Executive Compensation—Short-Term Cash Incentives—2024 Bonus Program” above. 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.
| 76 | 2025 Proxy Statement |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 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-PEO NEOs, the cumulative TSR of the Company over the five most recently completed fiscal years, and the NASDAQ Telecommunications Index TSR over the same period.
| 77 | 2025 Proxy Statement |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
| 78 | 2025 Proxy Statement |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBIT
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and Adjusted EBIT during the five most recently completed fiscal years.
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 PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.
Adjusted EBIT
Gross Margin
Relative TSR
| 79 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.