Dana C. Crim
ADTRAN HoldingsAbout Dana C. Crim
Senior Vice President, Administration and Corporate Secretary of ADTRAN Holdings; she signs the company’s proxy materials and serves as a named proxy holder alongside the CEO, evidencing her role as governance gatekeeper and board liaison. Specific biography details (age, education, tenure) are not disclosed in the company’s 10-K or latest proxy. Company context for 2024: GAAP gross margin improved to 35.8% (from 29.0% in 2023) and operating cash flow rose to $103.1M (improving by $148.7M vs. 2023), providing a constructive backdrop for pay-for-performance alignment and incentive calibration .
Past Roles
Not disclosed in the company’s 2025 proxy or 2024 10-K .
External Roles
Not disclosed in the company’s 2025 proxy or 2024 10-K .
Fixed Compensation
- Individual compensation for Dana C. Crim is not disclosed (she is not a Named Executive Officer in the proxy). For context, ADTRAN ran a Business Efficiency Program that temporarily reduced base salaries for select leaders in late 2023–Jul 2024 (e.g., CEO −50%; several NEOs −25%), illustrating a willingness to flex cash comp in tighter conditions .
- The general executive pay framework: base salary reviewed annually; short-term cash incentives under the Variable Incentive Cash Compensation (VICC) plan; and long-term equity via time-based RSUs (4-year ratable vesting) and performance-based PSUs (3-year performance period), with evolving emphasis on performance pay after shareholder feedback .
Performance Compensation
Company executive incentive framework (applies to NEOs; participation for Ms. Crim not disclosed):
| Program | Metric/Terms | 2024 Targets | Weight | 2024 Outcome vs Target | 2024 Payout vs Target |
|---|---|---|---|---|---|
| VICC (Annual Cash) | Adjusted EBIT | $77.8M | 50% | Below target; threshold mechanics applied | Contributed to total 31.5% payout for NEOs |
| VICC (Annual Cash) | Revenue | $1.0B | 50% | Below target; threshold mechanics applied | Contributed to total 31.5% payout for NEOs |
| Long-Term Equity | Design | Performance Basis | Vesting/Measurement | Payout Curve / Notes |
|---|---|---|---|---|
| Time-based RSUs | Retention equity | N/A | 25% annually over 4 years | Standard vesting cadence for sell-pressure modeling |
| Market-based PSUs (TSR) | Relative TSR vs Nasdaq Telecommunications Index | Relative TSR | 3-year cliff | ~25% at 30th percentile → 150% at 80th+; 100% payout cap if absolute TSR is negative |
| Performance-based PSUs (Financial) | Adjusted EBIT CAGR (Long-Term Financial Plan) | EBIT CAGR | 3-year period (CEO gets staged tranches) | 50%–150% of target based on EBIT CAGR performance |
Notes:
- 2024 NEO VICC results paid 31.5% of target after underperformance vs. targets (reinforces performance sensitivity) .
- Company enhanced performance rigour post shareholder outreach: raised TSR median to 55th percentile for target, introduced negative TSR payout cap, and increased CEO performance weighting .
Equity Ownership & Alignment
- Individual ownership, vesting backlog, and pledging status for Ms. Crim are not disclosed (ownership tables list directors/NEOs only) .
- Alignment safeguards company-wide:
- Hedging/pledging prohibited for insiders (including executive officers); margin accounts and speculative transactions are also prohibited—reduces misalignment and forced selling risk .
- Deferred Compensation Plan available to U.S.-based executives at the holding company (tax-deferred deferrals; no company discretionary contributions to date) .
- Director stock ownership guidelines exist (3x annual cash retainer), though no disclosed executive stock ownership guideline in the proxy .
Employment Terms
- Ms. Crim’s individual employment agreement, severance multiple, and change-of-control protections are not disclosed.
- Policy environment for executives has tightened: the company adopted a Dodd-Frank-compliant clawback policy in Oct 2023 covering officers subject to Section 16 for restatements; no recoupment was triggered by 2023–2024 revisions/restatement events (metrics unaffected) .
- Equity treatment moved to more shareholder-friendly “double-trigger” for officers/employees in Oct 2024 (no accelerated vesting solely on change in control; acceleration requires qualifying termination within 24 months) .
Company Performance Context (for incentive calibration)
| Metric | 2023 | 2024 |
|---|---|---|
| GAAP Gross Margin % | 29.0% | 35.8% |
| Non-GAAP Gross Margin % | 39.3% | 41.9% |
| Cash from Operations ($M) | −$45.6 | $103.1 |
Shareholder feedback and say-on-pay trajectory:
- Say-on-Pay: improved to ~87% support in 2024 after program changes, from a failed 2023 vote (majority opposed) .
Investment Implications
- Transparency: As a non-NEO officer, Ms. Crim’s individual compensation, ownership, and severance terms are not disclosed—limiting direct assessment of her personal incentives and retention risk. However, the governance framework she oversees as Corporate Secretary includes robust hedging/pledging bans, enhanced clawbacks, and double-trigger vesting that align executives with long-term owners and reduce perverse incentives .
- Pay-for-performance: 2024 NEO bonuses paid at 31.5% of target amid below-target revenue/Adjusted EBIT—demonstrating downward variability when results lag. Long-term equity uses relative TSR (with a negative-TSR cap) and multi-year EBIT CAGR, which better link realized pay to value creation through a cycle .
- Execution/controls risk: The company addressed restatements/material weaknesses and tightened clawbacks; continued remediation effectiveness is a governance watch item. Improved margins and cash generation in 2024 strengthen the backdrop for performance-linked pay programs that Ms. Crim helps administer and govern .