Gregory J. McCray

About Gregory J. McCray

Gregory J. McCray, age 61, has served as an independent director of ADTRAN Holdings, Inc. since 2017 and currently sits on the Audit, Compensation, and Nominating & Corporate Governance Committees. He is CEO of PBE Axell (since August 2024), and previously held CEO roles at FDH Infrastructure Services (May 2018–May 2024), Google Fiber (2017), Aero Communications (2013–2016), Antenova (2003–2012), and PipingHot Networks (2001–2002), with earlier senior leadership at Lucent Technologies (1996–2000). He holds a B.S. in Computer Engineering (Iowa State) and an M.S. in Industrial & Systems Engineering (Purdue), completed executive programs at Harvard, INSEAD, and the University of Illinois, and was inducted into Iowa State University’s Engineering Hall of Fame in 2022 .

Past Roles

External Roles

Prior Public Company Boards: CenturyLink, Inc. (NYSE: CTL) Director 2005–2017; Chair, Cyber Security & Risk Committee 2015–2017 .

Board Governance

• Independence: McCray is one of six independent directors (of seven total); all members of the Audit, Compensation, Nominating & Corporate Governance, and ESG Committees met Nasdaq/SEC independence standards in 2024 .
• Committee Memberships and 2024 Meetings:
  • Audit Committee: H. Fenwick Huss (Chair), Gregory J. McCray, Jacqueline H. Rice, Nikos Theodosopoulos; 11 meetings .
  • Compensation Committee: Nikos Theodosopoulos (Chair), H. Fenwick Huss, Gregory J. McCray, Balan Nair; 4 meetings .
  • Nominating & Corporate Governance Committee: Jacqueline H. Rice (Chair), H. Fenwick Huss, Gregory J. McCray, Kathryn A. Walker; 4 meetings .
• Attendance: The Board met 17 times in 2024; none of the incumbent directors attended less than 75% of Board and applicable committee meetings; directors also attended the 2024 Annual Meeting . Governance highlights note regular executive sessions of independent directors and 75%+ attendance for all directors in 2024 .
• Lead Independent Director: H. Fenwick Huss serves as Lead Director .

Fixed Compensation

Program terms (non-employee directors): Annual cash retainer $90,000; Lead Director +$30,000; Audit Chair +$25,000; Compensation Chair +$20,000; Nominating & Corporate Governance Chair +$15,000; ESG Chair +$15,000; amounts pro‑rated for actual service duration; employee directors receive no director fees .

Performance Compensation

Under the 2024 Directors Stock Plan, awards are typically restricted stock (Board may grant RSUs or nonqualified stock options); dividends during vesting are credited and paid in shares upon vest; unvested shares lapse upon separation unless the Compensation Committee accelerates/permits continued vesting . The plan authorizes up to 655,000 shares; prohibits liberal share recycling; permits adjustments for recapitalizations .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years leadership across communications technology, operations, and M&A with global remit (EMEA at Lucent) .
• Public company governance experience including chairing compensation and cybersecurity committees; finance and nominating committee service .
• Education: B.S. Computer Engineering (Iowa State); M.S. Industrial & Systems Engineering (Purdue); executive programs at Harvard, INSEAD, University of Illinois; Iowa State Engineering Hall of Fame inductee (2022) .

Equity Ownership

Stock Ownership Guidelines (non‑employee directors): Must hold shares with value ≥3× annual cash retainer; five years to comply; directors refrain from selling until compliant; measurement based on greater of prior year‑end FMV or acquisition FMV; counted holdings include shares owned outright and certain family/trust holdings .

Insider Trading Policy: Prohibits hedging/monetization transactions and pledging/margin accounts for directors and certain employees .

Governance Assessment

• Independence, engagement, and oversight: McCray is an independent director serving on three core committees (Audit, Compensation, N&CG), with all directors meeting ≥75% attendance and regular executive sessions of independent directors—signals of active oversight and board effectiveness .
• Alignment: Director pay structure blends cash retainer with time‑based equity that vests after one year; stock ownership guidelines at 3× retainer and retention requirements strengthen skin‑in‑the‑game and alignment with shareholders .
• Conflicts and related‑party exposure: No related‑party transactions >$120,000 since Jan 1, 2024; Compensation Committee members (including McCray) disclosed no relationships requiring Item 404 reporting—reducing conflict risk .
• Risk indicators: Hedging/pledging prohibited by policy; all Section 16(a) filings timely in 2024; Audit Committee actively oversees internal controls, compliance, and approves related‑party transactions—favorable governance risk posture .
• Shareholder feedback signals: 2024 advisory say‑on‑pay passed (For 45,169,565; Against 16,106,100; Abstain 25,085); the 2024 Directors Stock Plan was approved (For 58,168,319; Against 3,056,512; Abstain 75,919)—supportive of compensation framework and director equity plan .

Director Compensation (Detail)

2024 grant comprised 14,406 shares of time‑based restricted stock (granted 12/31/2024); directors are reimbursed for reasonable expenses; employee directors receive no separate director fees .

Say‑on‑Pay & Shareholder Feedback (2024)

Governance highlights include majority voting, non‑classified board, independent Lead Director, no poison pill, simple majority standards, and director resignation policy for majority‑against votes—positive governance features that bolster investor confidence .