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Vistance Networks, Inc.

For the period ended Mar 23, 2026. Filed Mar 23, 2026.

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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 23, 2026 · Filed Mar 23, 2026

VISN$5.50+1.7%Stored close · as of Nov 6, 2026
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Contents

Outcomes of Previously Granted Performance-Based Long-Term Incentives

Executive Performance Retention Grant (EPRG)

During prior years, certain NEOs were eligible to earn shares tied to the achievement of stock price goals between $25 and $40. The performance period for these awards ended in 2024 for all NEOs who received them, except Mr. Lorentzen, whose performance period ended on January 4, 2025. Similar to the awards ending in 2024, none of the price hurdles were achieved for Mr. Lorentzen's award, and it expired by its terms.

2023 Core Adjusted EBITDA PSUs

Following the modification of the 2023 Core Adjusted EBITDA PSUs in February 2025, which is described in greater detail above, NEOs were eligible to earn the target number of PSUs based on the achievement of cumulative Core Adjusted EBITDA of $3.365 billion for the performance period. NEOs with 2X Adjusted Core EBITDA PSUs also were eligible to earn up to 200% of target for maximum achievement of cumulative Adjusted EBITDA of $3.702 billion. Based on our actual cumulative Adjusted EBITDA for 2023 through 2025 including adjustments related to non-recurring events, the Compensation Committee approved a payout to each NEO equal to 128.4% of their respective target for the 2X 2023 Core Adjusted EBITDA PSUs for the performance period and 100% of their respective target for the 1X 2023 Core Adjusted EBITDA PSUs.

482026 Proxy Statement
NameTarget Adj. EBITDAPSUsEarned Adj. EBITDAPSUs
Charles L. Treadway422,600542,618
Kyle D. Lorentzen120,500154,722
Koen ter Linde85,800110,167
Krista R. Bowen(1)37,83342,838
Charles A. Gilstrap(1)25,98730,460
Justin C. Choi80,30083,057

(1) Target and earned includes 1X and 2X 2023 Core Adjusted EBITDA PSUs for Ms. Bowen and Mr. Gilstrap. Ms. Bowen's 1X Core Adjusted EBITDA PSUs were earned at the target amount of 20,209 units and 2X Core Adjusted EBITDA PSUs reflect a target of 17,624 units and earned of 22,629 units. Mr. Gilstrap's 1X Core Adjusted EBITDA PSUs were earned at the target amount of 10,237 units and 2X Core Adjusted EBITDA PSUs reflect a target of 15,750 units and earned of 20,223 units.

2023 TSR PSUs

For a 3-year performance period ending February 28, 2026, NEOs were eligible to earn shares based on our level of total stockholder return relative to the companies included in the S&P 500 benchmark. By the terms of these awards, in the event of a change in control of the Company, the performance period would end on the last day of the month preceding the closing. Because the divestiture of our CCS segment in January 2026 qualified as a change in control under the terms of our 2019 Long Term Incentive Plan, the performance period for the 2023 TSR PSUs ended on December 31, 2025. Our relative TSR for such period was at the 90 th percentile, which resulted in performance at the maximum level for these awards.

NameTarget TRS PSUsEarned TSR PSUs
Charles L. Treadway281,700563,400
Kyle D. Lorentzen80,300160,600
Koen ter Linde57,200114,400
Krista R. Bowen——
Charles A. Gilstrap——
Justin C. Choi53,60080,400

Success Bonus Agreements

On September 2, 2025, the Company entered into a Success Bonus Agreement with Mr. ter Linde that provided that if Mr. ter Linde remained employed by the Company through the closing of the divestiture of the CCS Segment, the Company would pay him a cash award equal to $1,980,000. The Success Bonus Agreement also provided that if Mr. ter Linde received the success bonus, he would not be entitled to any compensation or benefits under his Severance Protection Agreement in connection with the termination of his employment with the Company upon the closing of such transaction.

Certain executive officers, including Ms. Bowen and Mr. Gilstrap, were parties to similar Success Bonus Agreements with the Company relating to both the divestiture of the OWN segment (2025 payments of $264,366 for Ms. Bowen and $236,250 for Mr. Gilstrap) and the divestiture of the CCS segment ($1,750,000 for Ms. Bowen and $1,240,000 for Mr. Gilstrap). The Compensation Committee believes that these success bonus agreements were necessary to retain key personnel through the completion of these important transactions.

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