Balan Nair
ADTRAN HoldingsAbout Balan Nair
Balan Nair (age 58) has served on ADTRAN Holdings, Inc.’s Board since 2007 and is an independent director. He is President and Chief Executive Officer of Liberty Latin America Ltd. (NASDAQ: LILA) since 2018; previously EVP/Chief Technology & Innovation Officer at Liberty Global (2007–2017), CTO at AOL, and CIO/CTO at Qwest Communications. He holds a B.S. in Electrical Engineering and an MBA from Iowa State University, is a Licensed Professional Engineer in Colorado, and holds a patent in systems development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Latin America Ltd. | President & CEO; Director | CEO since 2018; Director since Dec 2017 | Leads integrated telecom operator across Caribbean/LatAm; technology, operations, strategy leadership |
| Liberty Global plc | SVP & CTO; EVP & Chief Technology & Innovation Officer | 2007–2017 | Oversaw global network, Technology & Innovation, Product Development, IT, Network/Mobile Ops, Supply Chain; Corporate Strategy & Venture Investments; Investment Committee |
| AOL LLC | Chief Technology Officer & EVP | Prior to 2007 | Technology leadership at global web services company |
| Qwest Communications | CIO & CTO | >12 years prior to AOL | Enterprise IT/Network tech leadership in telecom |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Liberty Latin America Ltd. (NASDAQ: LILA) | Director | 2017 | CEO and Board member |
| Charter Communications, Inc. (NASDAQ: CHTR) | Director | 2013 | Large U.S. cable operator; director since 2013 |
Board Governance
- Independence: The Board determined Nair is independent under Nasdaq and SEC rules. It assessed ADTRAN’s sales to Liberty Latin America affiliates (ordinary course, arm’s length), concluding Nair has no material interest; amounts were <1.0% of ADTRAN consolidated gross revenues and <0.1% of LILA operating costs/expenses; LILA is not a significant customer .
- Committee assignments: Compensation Committee member (4 meetings in 2024). Not a chair .
- Attendance: Board met 17 times in 2024; no incumbent director attended less than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: H. Fenwick Huss (since May 2015) .
- Executive sessions: Regular executive sessions of independent directors .
- Director stock ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer; five years to comply; restrictions on selling until guidelines met .
- Hedging/pledging policy: Company insiders (including directors) are prohibited from hedging or pledging Company securities, margin accounts, short-term trading and speculative transactions .
- Compensation Committee interlocks: During 2024, the Compensation Committee included Nair; no member was an employee or officer; no relationships requiring Item 404 disclosure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard for non-employee directors) | $90,000 | Payable quarterly; chairs receive additional fees (Lead Director +$30,000; Audit Chair +$25,000; Compensation Chair +$20,000; Nominating & Corporate Governance Chair +$15,000; ESG Chair +$15,000) |
| Balan Nair 2024 cash fees | $73,125 | As reported in 2024 Director Compensation table |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | 2024-12-31 | 14,406 shares | $120,002 | Vests in full on 1st anniversary | Directors receive restricted stock (or RSUs/options if determined). Dividends during restricted period credited and paid in shares at vesting; unvested awards vest upon change of control or death/disability; unvested forfeit upon separation unless accelerated by Committee |
Performance metric framework context (company-wide, relevant to oversight):
- Say‑on‑pay: 2024 approval ~87% vs 2023 ~47% opposition (53% did not support), following shareholder engagement and program changes (e.g., TSR percentile raised to 55th for target PSU payout; cap when absolute TSR negative; double‑trigger vesting) .
Other Directorships & Interlocks
| Company | Overlap Type | Potential Consideration |
|---|---|---|
| Liberty Latin America affiliates | ADTRAN has customer relationships (arms’ length purchase orders) | Not significant customer; <$120k related-person threshold not crossed; Board concluded independence and no material interest for Nair |
| Charter Communications | Board seat | No disclosed transactions with ADTRAN; no related-person transactions >$120,000 since Jan 1, 2024 |
Expertise & Qualifications
- Technical/Industry expertise: >20 years in telecom/cable/media technologies; led global network and technology programs; product development; IT and network operations .
- Governance: Public company director experience at CHTR and LILA; executive leadership at LILA and Liberty Global .
- Credentials: Licensed Professional Engineer (Colorado); systems development patent .
- Education: B.S. Electrical Engineering; MBA (Iowa State University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 97,158 shares | Less than 1% of class; excludes unvested restricted stock |
| Unvested restricted stock | 14,406 shares | Awarded 12/31/2024; does not carry stockholder voting rights until vested |
| Ownership guidelines benchmark | ≥3x annual cash retainer | Five-year compliance window; restrictions on sales until met |
| Valuation context | ~$809,000 | 97,158 shares × $8.33 closing price on 12/31/2024; price per share from proxy footnote |
Policy-based alignment signals: Company prohibits hedging and pledging; director stock ownership and retention requirements in place; dividend crediting on director equity .
Governance Assessment
- Strengths: Independent status affirmed after specific review of Liberty Latin America relationships; robust attendance; regular executive sessions; clear director stock ownership and equity retention requirements; prohibition on hedging/pledging enhances alignment; transparent director compensation structure and equity vesting mechanics .
- Potential conflicts: Liberty Latin America customer ties create an interlock risk; Board determined transactions are ordinary course, immaterial (ADTRAN <1% of revenues; LILA <0.1% of operating costs), and LILA is not a significant customer—mitigating conflict concerns, but continued monitoring advisable given Nair’s CEO role at LILA .
- Compensation mix and signals: For 2024, Nair’s pay was ~38% cash ($73,125) and ~62% equity ($120,002), reinforcing long-term alignment via equity vesting and ownership guidelines; vesting accelerates under change-of-control/death/disability, but generally tied to service continuity .
- Process quality: No related-person transactions >$120,000; Compensation Committee independence and no interlocks requiring disclosure; strong shareholder engagement improving say-on-pay outcomes .
RED FLAGS
- Related-party exposure: Interlock via LLA warrants ongoing scrutiny despite current immateriality determination .
- Accelerated vesting: Director equity vests fully upon change of control/death/disability; ensure governance discipline around double-trigger practices for executives (double-trigger adopted broadly; directors have immediate vesting on CoC per plan) .
Appendix: Committee Roles Snapshot (for Board effectiveness context)
- Compensation Committee (4 meetings in 2024): Oversees executive/director compensation, incentive plans, risk review, severance/CoC policies, clawbacks; members independent; Nair is a member (not chair) .
- Audit Committee (11 meetings): Financial reporting, internal controls, compliance, risk; independent; financial experts designated .
- Nominating & Corporate Governance (4 meetings): Board composition, governance principles, evaluations; independent .
- ESG Committee (5 meetings): ESG strategy, reporting, risk coordination; independent .