EXTREME NETWORKS INC, DEF 14A filed on 9/26/2025
Proxy Statement (definitive)
v3.25.2
Document and Entity Information
12 Months Ended
Jun. 30, 2025
Cover [Abstract]  
Document Type DEF 14A
Amendment Flag false
Entity Registrant Name Extreme Networks, Inc.
Entity Central Index Key 0001078271
v3.25.2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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)

 

2025

 

 

11,977,619

 

 

 

19,583,849

 

 

 

3,473,180

 

 

 

4,621,243

 

 

 

413.44

 

 

235.20

 

 

 

(7.5

)

 

 

1,140.1

 

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

 

2025

Remi Thomas

 

Remi Thomas

 

Kevin Rhodes

 

Kevin Rhodes

 

Kevin Rhodes

Joe Vitalone

 

Joe Vitalone

 

Joe Vitalone

 

Joe Vitalone

 

Katayoun ("Katy") Motiey

 

 

 

 

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 Stock
Awards for Edward
B. Meyercord
($)

 

 

Inclusion of Equity
Value for Edward B.
Meyercord
($)

 

 

Compensation
Actually Paid to
Edward B.
Meyercord
($)

 

2025

 

 

11,977,619

 

 

 

(11,116,724

)

 

 

18,722,954

 

 

 

19,583,849

 

 

Year

 

Average Summary
Compensation Table
Total for Non-CEO
NEOs
($)

 

 

Average Exclusion of
Stock Awards and
Option Awards for
Non-CEO NEOs
($)

 

 

Average Inclusion of
Equity Values for
Non-CEO NEOs
($)

 

 

Average
Compensation
Actually Paid to Non-
CEO NEOs
($)

 

2025

 

 

3,473,180

 

 

 

(2,968,043

)

 

 

4,116,106

 

 

 

4,621,243

 

 

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 Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Edward B.
Meyercord
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Edward
B. Meyercord
($)

 

 

Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Edward B.
Meyercord
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Edward B.
Meyercord
($)

 

 

Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Edward B.
Meyercord
($)

 

 

Total - Inclusion
Equity Values for
Edward B. Meyercord
($)

 

2025

 

 

14,194,739

 

 

 

3,861,801

 

 

 

 

 

 

666,414

 

 

 

 

 

 

18,722,954

 

 

Year

 

Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-CEO
NEOs
($)

 

 

Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-
CEO NEOs
($)

 

 

Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Non-CEO NEOs
($)

 

 

Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
CEO NEOs
($)

 

 

Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
CEO NEOs
($)

 

 

Total - Average
Inclusion of
Equity Values for
Non-CEO NEOs
($)

 

2025

 

 

3,216,727

 

 

 

449,235

 

 

 

 

 

 

450,144

 

 

 

 

 

 

4,116,106

 

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, 2025. 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 2025. 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. 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.
       
Company Selected Measure Name Net Revenue        
Named Executive Officers, Footnote
(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

 

2025

Remi Thomas

 

Remi Thomas

 

Kevin Rhodes

 

Kevin Rhodes

 

Kevin Rhodes

Joe Vitalone

 

Joe Vitalone

 

Joe Vitalone

 

Joe Vitalone

 

Katayoun ("Katy") Motiey

 

 

 

 

Remi Thomas

 

Katayoun ("Katy") Motiey

 

 

 

 

 

 

Cristina Tate

 

 

 

 

 

       
Peer Group Issuers, Footnote
(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, 2025. 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.
       
PEO Total Compensation Amount $ 11,977,619 $ 14,963,262 $ 16,132,678 $ 8,907,184 $ 5,569,901
PEO Actually Paid Compensation Amount $ 19,583,849 (12,164,272) 52,660,443 6,152,038 17,733,987
Adjustment To PEO Compensation, Footnote
(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 Stock
Awards for Edward
B. Meyercord
($)

 

 

Inclusion of Equity
Value for Edward B.
Meyercord
($)

 

 

Compensation
Actually Paid to
Edward B.
Meyercord
($)

 

2025

 

 

11,977,619

 

 

 

(11,116,724

)

 

 

18,722,954

 

 

 

19,583,849

 

 

Year

 

Average Summary
Compensation Table
Total for Non-CEO
NEOs
($)

 

 

Average Exclusion of
Stock Awards and
Option Awards for
Non-CEO NEOs
($)

 

 

Average Inclusion of
Equity Values for
Non-CEO NEOs
($)

 

 

Average
Compensation
Actually Paid to Non-
CEO NEOs
($)

 

2025

 

 

3,473,180

 

 

 

(2,968,043

)

 

 

4,116,106

 

 

 

4,621,243

 

 

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 Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Edward B.
Meyercord
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Edward
B. Meyercord
($)

 

 

Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Edward B.
Meyercord
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Edward B.
Meyercord
($)

 

 

Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Edward B.
Meyercord
($)

 

 

Total - Inclusion
Equity Values for
Edward B. Meyercord
($)

 

2025

 

 

14,194,739

 

 

 

3,861,801

 

 

 

 

 

 

666,414

 

 

 

 

 

 

18,722,954

 

 

Year

 

Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-CEO
NEOs
($)

 

 

Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-
CEO NEOs
($)

 

 

Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Non-CEO NEOs
($)

 

 

Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
CEO NEOs
($)

 

 

Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
CEO NEOs
($)

 

 

Total - Average
Inclusion of
Equity Values for
Non-CEO NEOs
($)

 

2025

 

 

3,216,727

 

 

 

449,235

 

 

 

 

 

 

450,144

 

 

 

 

 

 

4,116,106

 

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.

       
Non-PEO NEO Average Total Compensation Amount $ 3,473,180 2,407,541 4,328,505 2,519,487 2,189,124
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,621,243 (3,597,689) 6,503,978 1,934,632 4,964,042
Adjustment to Non-PEO NEO Compensation Footnote
(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 Stock
Awards for Edward
B. Meyercord
($)

 

 

Inclusion of Equity
Value for Edward B.
Meyercord
($)

 

 

Compensation
Actually Paid to
Edward B.
Meyercord
($)

 

2025

 

 

11,977,619

 

 

 

(11,116,724

)

 

 

18,722,954

 

 

 

19,583,849

 

 

Year

 

Average Summary
Compensation Table
Total for Non-CEO
NEOs
($)

 

 

Average Exclusion of
Stock Awards and
Option Awards for
Non-CEO NEOs
($)

 

 

Average Inclusion of
Equity Values for
Non-CEO NEOs
($)

 

 

Average
Compensation
Actually Paid to Non-
CEO NEOs
($)

 

2025

 

 

3,473,180

 

 

 

(2,968,043

)

 

 

4,116,106

 

 

 

4,621,243

 

 

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 Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Edward B.
Meyercord
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Edward
B. Meyercord
($)

 

 

Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Edward B.
Meyercord
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Edward B.
Meyercord
($)

 

 

Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Edward B.
Meyercord
($)

 

 

Total - Inclusion
Equity Values for
Edward B. Meyercord
($)

 

2025

 

 

14,194,739

 

 

 

3,861,801

 

 

 

 

 

 

666,414

 

 

 

 

 

 

18,722,954

 

 

Year

 

Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-CEO
NEOs
($)

 

 

Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-
CEO NEOs
($)

 

 

Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Non-CEO NEOs
($)

 

 

Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
CEO NEOs
($)

 

 

Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
CEO NEOs
($)

 

 

Total - Average
Inclusion of
Equity Values for
Non-CEO NEOs
($)

 

2025

 

 

3,216,727

 

 

 

449,235

 

 

 

 

 

 

450,144

 

 

 

 

 

 

4,116,106

 

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.

       
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

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, the Company’s cumulative TSR over the five most recently completed fiscal years for the Company, and the NASDAQ Computer Hardware Index TSR over the same period.

img47034985_17.jpg

       
Compensation Actually Paid vs. Net Income

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 five most recently completed fiscal years.

img47034985_18.jpg

       
Compensation Actually Paid vs. Company Selected Measure

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 five most recently completed fiscal years.

img47034985_19.jpg

       
Total Shareholder Return Vs Peer Group

Relationship Between Company TSR and Peer Group TSR

The following chart compares our cumulative TSR over the five most recently completed fiscal years to that of the NASDAQ Computer Hardware Index over the same period.

img47034985_20.jpg

       
Tabular List, Table

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 2025 to Company performance. The measures in this table are not ranked.

Bookings ACV

EBITDA

Net Revenue

Relative Total Shareholder Return

Stock Price

       
Total Shareholder Return Amount $ 413.44 309.85 600.15 205.53 257.14
Peer Group Total Shareholder Return Amount 235.2 240.89 214.79 151.92 152.85
Net Income (Loss) $ (7,500,000) $ (86,000,000) $ 78,100,000 $ 44,300,000 $ 1,900,000
Company Selected Measure Amount 1,140,100,000 1,117,200,000 1,312,500,000 1,112,300,000 1,009,400,000
PEO Name Edward B. Meyercord Edward B. Meyercord Edward B. Meyercord Edward B. Meyercord Edward B. Meyercord
Additional 402(v) Disclosure 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        
Measure:: 1          
Pay vs Performance Disclosure          
Name Bookings ACV        
Measure:: 2          
Pay vs Performance Disclosure          
Name EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Revenue        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
Measure:: 5          
Pay vs Performance Disclosure          
Name Stock Price        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (11,116,724)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,722,954        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,194,739        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,861,801        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 666,414        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,968,043)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,116,106        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,216,727        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 449,235        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 450,144        
v3.25.2
Award Timing Disclosure
12 Months Ended
Jun. 30, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. During fiscal 2025, we did not grant any stock options or option-like instruments.

Award Timing Method In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false