James D. Wilson, Jr.
ADTRAN HoldingsAbout James D. Wilson, Jr.
James D. Wilson, Jr. (age 54) is Chief Revenue Officer (CRO) of ADTRAN Holdings, Inc. (Adtran), serving in this role since 2019 after senior leadership positions spanning technology strategy and carrier networks since 2006. His remit centers on global revenue execution across subscriber, access & aggregation, and optical networking portfolios; prior roles include SVP, Technology & Strategy (2015–2019) and SVP & GM, Carrier Networks (2006–2015) . Company performance context: 2024 Adjusted EBIT was $3.2M (vs. $(9.9)M in 2023), with 2024 net income at $(441.0)M reflecting a goodwill impairment and macro softness; 5‑year TSR (value of $100) trended 154.37 (2020), 243.02 (2021), 203.51 (2022), 81.62 (2023), 92.62 (2024). Adtran improved 2024 GAAP gross margin to 35.8% (from 29.0% in 2023), non‑GAAP gross margin to 41.9% (from 39.3%), and operating cash flow to $103.1M (from $(45.6)M) as revenues stabilized late in the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADTRAN Holdings, Inc. | Chief Revenue Officer | 2019–Present | Leads global revenue execution across core product categories and geographies . |
| ADTRAN Holdings, Inc. | SVP, Technology & Strategy | 2015–2019 | Drove portfolio/strategy alignment to carrier and enterprise demand . |
| ADTRAN Holdings, Inc. | SVP & GM (Carrier Networks) | 2006–2015 | Managed carrier division P&L and growth initiatives . |
External Roles
- No external directorships or outside roles disclosed for Mr. Wilson in the latest filings .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 375,067 | 387,593 | 346,253 (reflects temporary salary reduction) |
| Stock Awards ($) | 567,728 | 1,626,272 | 175,504 |
| Option Awards ($) | — | 50,465 (one-time grant tied to salary reduction) | — |
| Non‑Equity Incentive Plan Comp ($) | 189,582 | 59,228 | 123,004 (includes annual bonus and sales incentive; integration cash = $0) |
| Total ($) | 1,144,577 | 2,136,758 | 644,761 |
2024 base salary and bonus targets:
| Component | 2024 Detail |
|---|---|
| Base Salary (approved) | $405,072 |
| Base Salary (incl. Business Efficiency Program adjustments) | $346,253 |
| Target Bonus (% of salary) | 40% |
| Target Bonus ($) | $162,029 |
| Actual Annual Bonus Paid ($) | $50,974 (31.5% of target) |
| Sales Incentive Target ($) | $81,014 |
| Sales Incentive Actual ($) | $72,030 |
Notes:
- The 2024 salary reflects a 25% temporary reduction through July 31, 2024 under the Business Efficiency Program; Mr. Wilson received a one‑time stock option grant in Dec‑2023 as partial consideration .
Performance Compensation
2024 Annual Bonus (VICC)
| Metric | Weighting | Target | Outcome/Payout |
|---|---|---|---|
| Adjusted EBIT | 50% | $77.8M | Contributed to total payout; plan paid 31.5% of target overall . |
| Revenue | 50% | $1.0B | Contributed to total payout; plan paid 31.5% of target overall . |
- Structure: Threshold-to-maximum linear interpolation per metric; each metric capped at 100% of its 50% sub‑target; total plan capped at 200% .
- Actual payout: 31.5% of target (Mr. Wilson received $50,974) .
2024 Sales Incentive (CRO plan)
| Element | Detail |
|---|---|
| Basis | Company net revenue vs. target; upside to 180% with deferral of excess payouts to following year . |
| Target ($) | $81,014 |
| Actual Earned ($) | $72,030 |
| Governance | CEO discretion to adjust for “windfall” or customer actions (cancellations, non‑payment); forfeiture if not employed at payment . |
Long‑Term Incentive (Equity)
| Award Type | Grant Date | Target Shares | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| Time‑Based RSUs | 1/26/2024 | 11,516 | 80,036 | 25% annually over 4 years . |
| Market‑Based PSUs (Relative TSR) | 1/26/2024 | 11,516 (target) | 95,468 | 3‑year performance (Nasdaq Telecommunications Index peer group); 25%–150% payout; 100% cap if absolute TSR negative . |
| Performance‑Based PSUs (Long‑Term Financial Plan) | 3/1/2023 | 60,205 (target, outstanding at YE‑2024) | — | 3‑year Adjusted EBIT CAGR; payout 50%–150% at end of period (12/31/2025) . |
Integration Awards (Business Combination synergy program; performance period through 12/31/2024):
- Mr. Wilson earned PSUs equal to 66% of base salary (target and actual $267,348) and $0 cash under his individual goals; awards were determined at target synergy achievement .
Equity Ownership & Alignment
| Holding Category | Quantity / Value | Notes |
|---|---|---|
| Beneficial Ownership (common shares) | 94,773 shares; <1% of class | As of March 17, 2025; includes 4,249 shares in 401(k) . |
| Options – Exercisable | 8,439 | 12/1/2023 grant; strike $5.23; 2‑year vesting . |
| Options – Unexercisable | 8,439 | Remaining tranche (vests over 2 years) . |
| In‑the‑Money Value of Unvested Options at 12/31/2024 | ~$26,161 | Based on $8.33 close less $5.23 strike . |
| Time‑Based RSUs Unvested (selected grants) | 1,594; 6,619; 11,516 | Grants 11/17/2021; 1/20/2023; 1/26/2024 . |
| Market‑Based / Performance PSUs (target, unearned) | 8,825; 11,516; 60,205 | 1/20/2023 (market); 1/26/2024 (market); 3/1/2023 (Adjusted EBIT plan) . |
| Deferred Comp – Equity Balance | 17,800 shares (upon separation) | Deferred awards (not included in beneficial ownership table count) . |
| Deferred Comp – Balance (nonqualified plan) | $164,292; 2024 earnings $20,850 | As of YE‑2024 . |
| Hedging/Pledging | Prohibited | Company insider policy bans hedging and pledging/margin accounts . |
Note: Director ownership guidelines disclosed; executive ownership guideline not specified in proxy. Insider policy applies to executives .
Employment Terms
- Termination without Cause / Good Reason (as of 12/31/2024 determination framework): For NEOs other than CEO, no equity acceleration; Mr. Wilson would receive actual December sales incentive earned and his earned integration PSUs; total estimated value $78,178 at 12/31/2024 scenario .
- Death/Disability: Pro‑rata market‑based PSUs at 25% of target, acceleration of unvested stock options, plus earned integration PSUs and December sales incentive; total estimated value $123,701 .
- Retirement: No equity acceleration (other than CEO‑specific terms); earned integration PSUs and December sales incentive apply; total estimated value $78,178 .
- Change of Control (single trigger): Due to October 2024 award agreement changes, no automatic acceleration of time‑based RSUs or market‑based PSUs unless an involuntary separation without cause occurs within 24 months (double‑trigger). At change of control date, Mr. Wilson would be entitled to cash awards for earned annual bonus and sales incentive and to pro‑rata treatment on certain PSUs per plan; total estimated value $646,054 .
- Double‑Trigger (CoC + termination): Mr. Wilson is not listed with additional cash multiples (CEO has 3x salary+bonus); other NEOs have limited salary continuation (applies to Germany‑based executives) .
| Scenario (as of 12/31/2024) | Total Estimated ($) |
|---|---|
| Termination Without Cause / Good Reason | 78,178 |
| Death | 123,701 |
| Disability | 123,701 |
| Retirement | 78,178 |
| Change of Control (single trigger, no termination) | 646,054 |
Other governance/controls:
- Clawbacks: Adtran adopted an updated Dodd‑Frank‑compliant clawback policy in Oct‑2023; 2023/2024 restatements did not trigger recoupment because covered metrics (Adjusted EBIT and Revenue) were unaffected .
- Insider policy: Prohibits hedging, short‑term trading, margin, and pledging of Company securities by insiders .
Investment Implications
- Pay‑for‑performance calibration: 2024 annual bonus paid at 31.5% of target on EBIT/revenue underperformance, consistent with formulaic outcomes; CRO‑specific sales plan paid below target, tying cash pay to top‑line execution .
- Retention and selling pressure: Equity mix is primarily RSUs/PSUs with multi‑year vesting and relative TSR/Adjusted EBIT plan design, plus a modest in‑the‑money option grant from Dec‑2023; absence of pledging and strong clawback regime reduce alignment risk. Beneficial ownership (94.8K shares) and accrued equity/deferrals indicate meaningful “skin‑in‑the‑game,” though not concentrated enough to drive forced selling; option overhang in 2025–2026 is small (~16.9K options total) .
- Change‑of‑control economics: 2024 move to double‑trigger vesting for equity reduces “single‑trigger” windfall risk and aligns with best practices; CRO does not have large cash severance multiples, limiting transaction‑related leakage while retaining pro‑rata treatment for certain awards .
- Execution risk: Company performance shows improving margins and cash flow into late‑2024 amid macro inventory digestion; CRO’s incentives are tightly linked to revenue and multi‑year TSR/Adjusted EBIT, supporting disciplined growth focus as BEAD/BABA tailwinds emerge .
Appendix — 2024 Program Design Details
- Annual VICC metrics: Adjusted EBIT (target $77.8M) and Revenue (target $1.0B), each representing 50% of the bonus opportunity with linear interpolation; payout capped per metric at 100% and overall at 200% .
- Market‑based PSUs: Nasdaq Telecommunications Index peer group, payout scale (percentile): <30th=0%, 55th=100%, 80th+=150%; absolute negative TSR cap at 100% .
- Long‑Term Financial Plan PSUs: Adjusted EBIT CAGR over 3‑year period (for 2023 grants), 50%–150% payout at performance end; Mr. Wilson’s 2023 award remained outstanding at YE‑2024 with 60,205 target shares .
- Sales Incentive (CRO): Upside to 180% if exceeding revenue target, with deferral of excess payouts; governance allows downward discretion for windfalls and adjustments for customer actions .
Sources
- 2025 DEF 14A (filed 3/31/2025): Executive comp tables, VICC design and outcomes, equity awards and vesting, integration awards, ownership, clawbacks, and change‑of‑control terms .
- 2024 Form 10‑K (filed 3/3/2025): Executive roster (age, roles), business performance context .