Nikos Theodosopoulos
ADTRAN HoldingsAbout Nikos Theodosopoulos
Independent director; age 62; on ADTRAN Holdings, Inc. board since 2022. Background spans 10 years at AT&T Network Systems and Bell Laboratories, 18 years in equity research at UBS (Managing Director, Global Technology Strategist, U.S. Tech Sector Head), and current advisory practice via NT Advisors LLC. Degrees: MBA (NYU), MS (Stanford), BS (Columbia). Committees: Audit, Compensation (Chair), Environmental, Social & Governance (ESG). Designated by the Board as an “audit committee financial expert.” Independence affirmed by the Board under Nasdaq standards. Attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adtran Networks SE (formerly ADVA Optical Networking SE) | Chairman of Supervisory Board | Jan 2015–Aug 2022 | Leadership of oversight; instrumental for Business Combination integration and strategy alignment |
| UBS Group AG | Equity Research Analyst; later MD, Global Technology Strategist & U.S. Tech Sector Head | 1994–2012 | Led global tech strategy and sector coverage; deep capital markets expertise |
| AT&T Network Systems & Bell Laboratories | Engineering/Network roles | ~10 years prior to 1994 | Foundational telecom technology experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hercules Capital, Inc. | Director | Since 2023 | Specialty finance across technology, life sciences, sustainable tech |
| Arista Networks (NYSE: ANET) | Director | Mar 2014–Jun 2023 | Prior public board experience |
| Harmonic Inc. (NASDAQ: HLIT) | Director | Mar 2015–Aug 2022 | Broadband/video infrastructure exposure |
Board Governance
- Committee assignments:
- Compensation Committee Chair; members Huss, McCray, Nair; 4 meetings in 2024; all members independent; remit covers incentive plans, executive/director pay, clawbacks, succession planning, and risk in compensation structures .
- Audit Committee member; 11 meetings in 2024; all members independent; Board designated Theodosopoulos and Huss as “audit committee financial experts” .
- ESG Committee member; 5 meetings in 2024; all members independent; oversight of ESG strategy, reporting and coordination across committees .
- Independence: Board deemed Theodosopoulos independent; 6 of 7 directors independent overall .
- Attendance: Board met 17 times in 2024; no director attended <75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Governance features: Majority voting, annual evaluations, independent Lead Director, no poison pill, stock ownership guidelines for directors, regular executive sessions, limitations on number of other public company directorships .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in advance; all non-employee directors |
| Committee chair fee (Compensation) | $20,000 (scheduled) | Pro‑rated based on actual time served in role during year |
| Fees earned or paid in cash (actual) | $93,125 | Reflects retainer plus chair fee on a pro‑rated basis |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting & Conditions |
|---|---|---|---|---|
| Time-based Restricted Stock (Director annual grant) | Dec 31, 2024 | 14,406 | $120,002 | Vests in full on first anniversary; dividends credited and paid in additional shares at vest; immediate vest upon change of control or death/disability; unvested forfeited upon separation (Committee may accelerate) |
| Policy constraints | n/a | n/a | n/a | Company prohibits insider hedging, short-term trading, margin accounts, and pledging of Company stock by insiders (applies to directors) |
Compensation Committee program design overseen by Theodosopoulos (as Chair) emphasizes performance alignment: short‑term cash incentives for executives based on Adjusted EBIT and revenue; market-based PSUs on relative TSR vs NASDAQ Telecommunications Index; long‑term PSUs on Adjusted EBIT CAGR under 2023 Long-Term Financial Plan; adoption/administration of clawback policies.
Executive Performance Metrics under Committee Oversight (context for pay-for-performance)
| Metric | Target/Scale | Payout Mechanics | Notes |
|---|---|---|---|
| Adjusted EBIT (annual VICC) | Target $77.8M | 0–100% of half the target bonus (linear between threshold/target/max) | Non-GAAP definition excludes restructuring, acquisition amortization, SBC, DC Plan FV changes; Committee-approved exclusions |
| Revenue (annual VICC) | Target $1.0B | 0–100% of half the target bonus (linear) | Drives top-line focus alongside profitability |
| Relative TSR (market PSUs) | Percentile vs NASDAQ Telecoms Index | 25% at 30th → 150% at ≥80th; 100% cap if absolute TSR negative | Monte Carlo for grant FV; 3-year performance period |
| Adjusted EBIT CAGR (long-term PSUs) | Company 3-year strategic plan | 50–150% of target based on CAGR | Multi-year plan awards; CEO received staggered 3/2/1-year tranches |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public boards | Hercules Capital, Inc. (since 2023) |
| Prior public boards | Arista Networks (2014–2023), Harmonic Inc. (2015–2022) |
| Committee interlocks | Compensation Committee disclosed no interlocks or insider participation in 2024; no member (incl. Theodosopoulos) was an employee/officer or had relationships requiring Item 404 disclosure |
| Related party transactions | Company disclosed none >$120,000 with related persons since Jan 1, 2024 |
Expertise & Qualifications
- Technology and telecom operating/engineering experience (AT&T/Bell Labs); prior global tech strategy and equity research leadership at UBS; extensive public board experience including chair roles across Audit and Compensation committees; Board-designated audit committee financial expert.
- Legal, ESG, and governance exposure via ESG Committee membership; alignment with Board’s emphasis on risk oversight, evaluations, executive sessions, and stock ownership guidelines.
- Education: MBA (NYU), MS (Stanford), BS (Columbia).
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 24,889 shares; <1% of class | Company marked “less than 1%” in table |
| Unvested restricted stock (directors) | 14,406 shares (does not carry voting rights until vest) | Granted Dec 31, 2024; vests on first anniversary |
| Shares outstanding (record date) | 79,962,032 | Record date March 17, 2025 |
| Estimated ownership as % of shares outstanding | ~0.031% (24,889 / 79,962,032) | Derived from disclosed counts; Company reports <1% |
| Hedging/pledging | Prohibited for insiders under Company policy | Alignment safeguard |
| Director ownership guidelines | 3× annual cash retainer; 5 years from election to comply (through 2027 for a 2022 appointee) | Retention restriction until guideline met |
Governance Assessment
- Strengths
- Independence, multi-committee service, and “audit committee financial expert” designation support board effectiveness on financial reporting and risk oversight.
- As Compensation Committee Chair, led improvements following 2023 say-on-pay (53% support) to 2024’s 87% support via enhanced performance linkage (higher TSR threshold to target, negative TSR payout cap, double-trigger vesting), and extended performance periods—signals responsiveness to investors.
- Robust clawback policies adopted and applied; 2024 restatement/revisions did not trigger recoupment due to no impact on performance metrics—transparent disclosure.
- No related-party transactions and explicit prohibition on hedging/pledging reduce conflict and alignment risks.
- Watch items / RED FLAGS
- Financial reporting revisions: March 2024 restatement of 2023 quarters and November 2024 revisions in equity/deficit items—although not affecting incentive metrics, they warrant continued Audit Committee vigilance given market sensitivity to controls; Theodosopoulos serves on Audit.
- CFO transition announced March 2025 (role change effective March 10, 2025); monitor continuity of finance oversight and compensation impacts under Compensation Committee chairmanship.
- Alignment and incentives
- Director pay mix in 2024: cash fees $93,125 vs equity grant $120,002—equity ~56% of total, promoting shareholder alignment; subject to stock ownership guidelines and retention until compliance.
- Director equity vests time-based, not performance-based; however, as Compensation Chair, Theodosopoulos oversees executive plans tied to Adjusted EBIT and relative TSR, reinforcing pay-for-performance at the management level.
Overall: Theodosopoulos brings deep sector, capital markets, and governance expertise, chairs compensation with demonstrated investor engagement and design improvements, and strengthens financial oversight as an audit financial expert. Key risks center on financial reporting revisions and finance leadership transitions, mitigated by governance controls (clawbacks, independence, no related-party transactions).