ADTRAN Holdings, Inc.

The following table sets forth, for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, the total compensation paid to or earned by each of the Company’s NEOs. Additional information about our executive compensation program, including the terms of the various short-term and long-term incentive awards, can be found in the Compensation Discussion and Analysis contained in this Proxy Statement.

(1)

As discussed above, on December 1, 2023, the Compensation Committee authorized the following temporary reductions in base salary for the NEOs, which individuals had voluntarily agreed to prior to the Committee’s approval: a 50% reduction in base salary for Mr. Stanton and a 25% reduction in base salary for each of Mr. Dopfer, Mr. Wilson and Dr. Glingener. Mr. Stanton’s and Mr. Wilson’s salary reductions were effective from October 30, 2023, through July 31, 2024, and Mr. Dopfer’s and Dr. Glingener’s salary reductions were effective from November 1, 2023, through July 31, 2024. However, while most of the affected employees, including Mr. Wilson but excluding Mr. Stanton, received stock options at the time that the Company implemented the salary reductions, the Company was unable to grant Mr. Dopfer and Dr. Glingener stock options as a result of certain German law considerations. As a result, following the approval of the Compensation Committee, Adtran Networks amended its Service Agreements with each of Mr. Dopfer and Dr. Glingener on August 27, 2024. The amendments reversed the effect of the prior salary reductions with respect to Mr. Dopfer and Dr. Glingener, which amounted to total payments of $76,875 for Mr. Dopfer ($17,083 during the last two months of 2023, plus $59,792 during the first seven months of 2024) and $68,100 for Dr. Glingener ($14,782 during the last two months of 2023, plus $53,318 during the first seven months of 2024) (based upon the average Euro to U.S. dollar foreign currency exchange rate for 2024 of 1.0849).

(2)

Amounts for 2024, 2023 and 2022 include the aggregate grant date fair value of time-based RSUs, market-based PSUs, performance-based PSUs, and stock options, each as described below and computed in accordance with the Stock Compensation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). For a description of the assumptions used to determine these amounts, see the Stock-Based Compensation note to the consolidated financial statements in our Annual Report on Form 10-K for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022. Amounts do not include phantom stock acquired due to the “reinvestment” of dividends paid on equity deferred under the Company’s equity deferral program, as the amounts of future dividends are factored into the grant date fair value of the awards.

Annual Stock Awards: Amounts for 2024 and 2023 include the aggregate grant date fair value of annual stock awards, including grants of time-based RSUs and market-based PSUs. The grant date fair values of the time-based RSUs are based on the closing price of our common stock on the grant date. The grant date fair values of the market-based PSUs are based on the probable outcome of the performance conditions as of the grant dates (taking into account a Monte Carlo simulation applicable to the market-based performance metric, or $8.29 for the market-based PSUs granted on January 26, 2024, $22.31 for the market-based PSUs granted on January 20, 2023 and $9.88 for the market-based PSUs granted on May 24, 2023). The maximum values of the market-based PSUs (calculated by multiplying the maximum potential number of market-based PSUs that could be earned by the grant date fair values set forth above) are: for Mr. Stanton, $1,212,031 and $2,187,239 for the 2024 and 2023 awards, respectively; for Mr. Dopfer, $165,651 and $132,372 for the 2024 and 2023 awards, respectively; for Mr. Wilson, $143,201 and $295,329 for the 2024 and 2023 awards, respectively; and for Dr. Glingener, $94,281 and $113,003 for the 2024 and 2023 awards, respectively. There can be no assurance that the grant date fair value will ever be realized. The Compensation Committee did not make annual stock awards in 2022.

Long-Term Financial Plan Stock Awards (3-year awards): Amounts for 2024, 2023 and 2022 include the aggregate grant date fair value of the performance-based PSUs granted pursuant to the 2023 Long-Term Financial Plan (the 2024 and 2023 awards) or the 2020 Long-Term Financial Plan (the 2022 awards). The grant date fair values of the performance-based PSUs are based on the closing stock price on the grant date. The maximum values of the performance-based PSUs (calculated by multiplying the maximum potential number of performance-based PSUs that could have been earned by the grant date fair value) are: for Mr. Stanton, $629,624, $1,800,009 and $1,767,928 for the 2024, 2023 and 2022 awards, respectively; for Mr. Dopfer, $790,191 for the 2023 awards; for Mr. Wilson, $1,500,008 and $442,002 for the 2023 and 2022 awards, respectively; and for Dr. Glingener, $790,191 for the 2023 awards. There can be no assurance that the grant date fair value will ever be realized. In connection with the Business Combination, the outstanding performance-based PSUs granted in 2022 and 2021 were converted into time-based RSUs at the target level of performance on July 8, 2022, resulting in a “modification” to such performance-based PSUs. Therefore, the amounts for 2022 also include the incremental fair market value of the PSU awards granted in 2022 and 2021 that were modified as of July 8, 2022, which was $1,033,656 for Mr. Stanton and $258,422 for Mr. Wilson.

Equity Portion of Integration Awards: Amounts for 2023 also include the aggregate grant date fair value of the performance-based PSUs granted pursuant to the Integration Bonus Plan. The grant date fair values of the performance-based PSUs are based on the closing stock price on the grant date. The maximum values of the performance-based PSUs (calculated by multiplying the maximum potential number of performance-based PSUs that could have been earned by the grant date fair value) are: for Mr. Stanton, $659,998; for Mr. Dopfer, $142,546; for Mr. Wilson, $267,355; and for Dr. Glingener, $121,686. There can be no assurance that the grant date fair value will ever be realized.

2022 One-Time CEO Grants: With respect to Mr. Stanton, such amount for 2022 also reflects the one-time equity grants he received in 2022 in connection with the Business Combination. See “Elements of 2022 Executive Compensation—Long-Term Incentive Awards—Business Combination-Related One-Time Grants to Mr. Stanton” in the Definitive Proxy Statement filed on March 28, 2023 for additional information regarding the structure of these time-based RSUs and market-based PSUs.

(3)

This amount represents the grant date fair value of a one-time grant of 16,878 stock options to Mr. Wilson in connection with his salary reduction approved on December 1, 2023, pursuant to the Business Efficiency Program. The grant date fair value is computed in accordance with the Stock Compensation Topic of the FASB ASC. For a description of the assumptions used to determine this amount, see the Stock-Based Compensation note to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There can be no assurance that the grant date fair value will ever be realized.

(4)

See “Elements of 2024 Executive Compensation—Short-Term Cash Incentives—2024 Bonus Program” above for a description of the annual cash incentive awards granted to the NEOs during 2024. The Company’s annual cash incentive awards are based on pre-established, performance‑based targets and, therefore, are reportable as “Non‑Equity Incentive Plan Compensation” rather than as “Bonus.” For Mr. Wilson, these amounts represent sales incentive payments earned during such years. The 2024 amounts also include the cash bonus earned pursuant to the Integration Bonus Plan. See “Elements of 2024 Executive Compensation—Long-Term Cash Incentives—Integration Awards” above for a description of these cash bonus awards.

(5)

All Other Compensation for 2024 for each NEO consists of the following:

(a)

Represents the Company’s contributions in 2024, if any, to each NEO’s 401(k) retirement plan account, other than Dr. Glingener who is not based in the U.S. and is thus not eligible to participate in the 401(k) plan.

(b)

For Mr. Stanton, this amount represents premiums paid by the Company for continued additional medical benefits. For Mr. Dopfer, this amount represents an anniversary gift from the Company for reaching a certain employment milestone ($519) and long-term disability plan premiums ($648). For Dr. Glingener, this amount represents the taxable benefit of his use of a Company car ($7,785) and contributions by the Company toward his German pension insurance ($9,141) and German unemployment insurance ($1,278). Dr. Glingener’s amounts are reflected in the table in U.S. dollars and were converted from Euros to U.S. dollars using the average Euro to U.S. dollar foreign currency exchange rate for 2024, or 1.0849.

(6)

Compensation information is not provided for Mr. Dopfer for 2022, as he was not an executive officer of the Company until May 1, 2023. The amounts reported for Mr. Dopfer for 2023 reflect the amounts paid by the Company throughout the year.

(7)

The salary amount reported for Dr. Glingener in 2022 reflects salary earned and paid after the Business Combination. The amounts included in the table are in U.S. dollars, but Dr. Glingener received his salary in Euros. To convert his Euro amounts to U.S. dollars for the table, we used the average Euro to U.S. dollar foreign currency exchange rate for 2024 (1.0849), for 2023 (1.0765) and for 2022 (1.0515).