Christoph Glingener
ADTRAN HoldingsAbout Christoph Glingener
Christoph Glingener is Chief Technology Officer of ADTRAN Holdings, Inc. (Adtran) and a Management Board member of Adtran Networks; he has served as Adtran’s CTO since September 1, 2022 and previously served as CEO of Adtran Networks (2022–2023) and CTO of Adtran Networks/ADVA (2007–2022) . He is 56 years old as of March 3, 2025 . Company performance metrics tied to executive pay emphasize Adjusted EBIT and revenue; over 2021–2023, Adtran’s pay-versus-performance disclosure shows TSR values of $243.02 (2021), $203.51 (2022), and $81.61 (2023), with Adjusted EBIT of $11.3M (2021), $52.2M (2022), and ($9.9)M (2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adtran (ADTRAN Holdings, Inc.) | Chief Technology Officer | Sept 2022–present | Oversight of technology roadmap; compensation metrics linked to company Adjusted EBIT and revenue via VICC bonus program (pay-for-performance design) . |
| Adtran Networks (majority-owned subsidiary) | Chief Executive Officer | 2022–2023 | Led integration initiatives post-Business Combination; personal integration objectives included IT landscape harmonization, team engagement, and engineering site consolidation . |
| Adtran Networks/ADVA | Chief Technology Officer | 2007–2022 | Long-tenured product and R&D leadership prior to Business Combination . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $122,113 | $335,377 | $380,390 (includes reversal of temporary 25% salary reduction; 2025 base reverts to €337,000) |
| Target Annual Cash Bonus | N/D | 60% of base; target $210,000 (quarterly-set targets; payout 0–200%) | 60% of base; target $222,420 (metrics: Adjusted EBIT and revenue) |
| Actual Annual Cash Bonus Paid (NEIP) | — | — (thresholds not met in 2023) | $225,887 |
Notes:
- Temporary base salary cuts (25%) from Nov 1, 2023–Jul 31, 2024 were reversed for German-law reasons; 2024 CTO total salary ≈ €350,625; reverts to €337,000 from Jan 1, 2025 .
Performance Compensation
Annual Equity Awards and Vesting
| Award | Grant date | Terms | Vesting/Performance | Size/Value |
|---|---|---|---|---|
| Time-based RSUs (annual) | Jan 26, 2024 | Targeted at 40% of base salary; downward adjusted due to plan share availability | Vests ratably over 4 years; continued employment | 12,044 RSUs |
| Market-based PSUs (annual) | Jan 26, 2024 | Targeted at 40% of base salary; downward adjusted | Relative TSR vs Nasdaq Telecommunications Index over 3 years; 0% if <30th percentile; 150% if ≥80th percentile (interpolation) | 12,044 target PSUs |
| Time-based RSUs (annual) | May 24, 2023 | Annual RSUs ~€130,841/$140,000 target value | 25% per year over 4 years; cap if value ↑ to 300% across tranche | Target value €130,841 ($140,000); vesting schedule as stated |
| Market-based PSUs (annual) | May 24, 2023 | Annual PSUs ~€130,841/$140,000 target value | Relative TSR vs Nasdaq Telecom Index; 0% if <20th percentile; 150% if ≥80th percentile over 3-year period (May 24, 2023–May 24, 2026); dividend credits in cash; cap applied | Target value €130,841 ($140,000) |
| 3-Year Plan PSUs | May 24, 2023 | One-time long-term plan | Payout based on Adtran’s Adjusted EBIT over a 3-year performance period; cap if share value doubles (across tranche) | €934,579 ($1,000,000) target |
| 2-Year Integration One-Time Bonus | May 24, 2023 | Integration award tied to synergy targets and individual objectives | Combined 0–132% of 2023 base salary; 50% PSUs and 50% cash; pays after certification; objectives include IT integration, team engagement (NPS), and site consolidation | Target 13,907 PSUs and €215,820 ($231,000) cash; EUR:USD at 1.07 for disclosure |
Key plan terms
- VICC (annual cash bonus): Metrics are Adjusted EBIT (defined to exclude restructuring, acquisition-related items, stock comp, deferred comp valuation changes, and other committee-approved exclusions) and revenue; targets set annually (or quarterly per 2023 agreement) .
- Clawback: Company maintains both an original clawback and a new Dodd-Frank compliant clawback adopted Oct 2023; March 2024 restatement and November 2024 revisions did not trigger recoupment (no impact on relevant performance metrics; no 2023 bonuses were paid) .
- Hedging/Pledging: Prohibited, including margin accounts and speculative transactions (applies to officers and insiders) .
- “Cap” provisions: Equity awards include caps that limit realized value if shares appreciate beyond set thresholds (e.g., RSU 300% cap; PSU caps at 200% of initial value) .
2024 VICC Metric Design
| Metric | Weighting | Target setting | Result impact |
|---|---|---|---|
| Adjusted EBIT | Not disclosed | Committee established Jan 26, 2024 | Drives payout per plan |
| Revenue | Not disclosed | Committee established Jan 26, 2024 | Drives payout per plan |
Equity Ownership & Alignment
Beneficial Ownership Trend
| As-of date | Shares beneficially owned | Notes |
|---|---|---|
| Mar 13, 2023 | 0 | CTO held no reportable beneficial ownership at that date . |
| Mar 11, 2024 | 0 | No reportable beneficial ownership at that date . |
| Mar 17, 2025 | 59,243 | Includes options exercisable within 60 days (41,220); group ownership footnote confirms inclusion methodology . |
Outstanding Equity (Dec 31, 2024)
| Instrument | Grant date | Status | Quantity | Exercise price | Notes | |---|---|---:|---:|---| | Stock options | May 15, 2020 | Exercisable | 41,220 | $7.01 | Assumed from ADVA; 7-year option term under legacy plan . | | Stock options | May 15, 2021 | Unexercisable | 107,172 | $12.17 | Assumed from ADVA; legacy terms . | | Stock options | May 15, 2022 | Unexercisable | 85,383 | $19.08 | Assumed from ADVA; legacy terms . | | Time-based RSUs | May 24, 2023 | Unvested | 5,719 | — | Unvested RSUs at year-end . | | Time-based RSUs | Jan 26, 2024 | Unvested | 12,044 | — | Vests over four years . | | Market-based PSUs | May 24, 2023 | Target unearned | 7,625 | — | 3-year TSR program; performance through 2026 . | | Market-based PSUs | Jan 26, 2024 | Target unearned | 12,044 | — | 3-year TSR program; 0–150% payout . | | Performance PSUs (LTF) | Mar 1/May 24, 2023 | Target unearned | 60,205 | — | Long-term financial plan PSUs (company-wide program); outstanding at 12/31/24 . |
Additional alignment protections
- Hedging and pledging are prohibited for insiders, mitigating misalignment risk; ownership is not allowed to be pledged as collateral or held on margin .
- Unvested awards and multi-year PSU performance periods provide retention hooks and pay-for-performance alignment .
Employment Terms
- Contract and term: Adtran Networks (German subsidiary) employment agreement originally entered April 1, 2006; extended annually; term extended through December 31, 2025 via August 27, 2024 amendment .
- Base salary: €327,000 through Dec 31, 2023; €337,000 for 2024; temporary 25% reduction (Nov 1, 2023–Jul 31, 2024) reversed in Aug 2024; 2025 base reverts to €337,000 .
- Incentives eligibility: Annual cash bonus tied to revenue and Adjusted EBIT; annual RSU and market-based PSU grants, each targeted at 40% of base salary (2024 grants down-adjusted due to share availability) .
- Severance/termination: Eligible for specified termination payments upon death or inability to work as provided in the agreement; contains customary noncompetition and nondisclosure covenants .
- Clawback and conduct: Subject to the company’s clawback policies (legacy and Dodd-Frank compliant) and prohibited from hedging/pledging .
Investment Implications
- Pay-for-performance design: 2024 pay blends cash (60% target bonus) with sizable performance and time-based equity (each 40% of base salary), plus multi-year PSUs, aligning rewards with TSR and Adjusted EBIT/revenue; clawback and anti-hedging/pledging policies strengthen governance .
- Retention profile: RSUs vest over four years (2024 grant of 12,044 RSUs) and PSU programs run on three-year cycles, creating staggered vesting through at least 2027; contract runs through Dec 31, 2025, reducing near-term flight risk .
- Potential selling pressure: Ongoing 4-year RSU vesting schedules and legacy option overhang (notably 41,220 options at $7.01 strike) can create periodic liquidity; hedging/pledging prohibitions reduce adverse signaling risk .
- Execution risk: Company-level performance in 2023 showed negative Adjusted EBIT and weaker TSR, which can constrain PSU realizations unless relative TSR and operational metrics improve; however, 2024 cash bonus was earned ($225,887), indicating metric attainment under VICC despite macro/operational headwinds .
- One-time integration incentives: The 2-year integration award through Dec 31, 2024 (0–132% of base; 50% cash/50% PSUs) focused Glingener on synergy delivery, IT integration, and footprint consolidation—useful for value creation but now largely transitioned to ongoing plans .
Overall, Glingener’s package exhibits balanced at-risk pay, strong behavioral safeguards (clawback/anti-pledging), and multi-year vesting that supports retention; near-term supply from RSU vesting and legacy options warrants monitoring alongside TSR/Adjusted EBIT trends for PSU realization .