Timothy Santo
ADTRAN HoldingsAbout Timothy Santo
Timothy Santo, age 48, was appointed Senior Vice President of Finance, Chief Financial Officer, Principal Accounting Officer, and Treasurer of ADTRAN Holdings, Inc. effective March 10, 2025; he holds an MBA from the University of Rochester, a B.S. in Accounting, and is a CPA . In Q3 2025 under his tenure, ADTRAN reported revenue of $279.4 million (+23% YoY), GAAP gross margin of 38.3% (non-GAAP 42.1%), GAAP operating margin of -1.0% (non-GAAP 5.4%), GAAP diluted loss per share of -$0.12, and cash, cash equivalents and restricted cash of $101.2 million; Q4 2025 non-GAAP operating margin guidance was 3.5%-7.5% . The company disclosed continuing material weaknesses in internal control over financial reporting as of September 30, 2025, which the CFO is addressing in his certification and controls oversight role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Conn’s, Inc. | Chief Financial Officer | Feb 2024 – Mar 7, 2025 | Led finance through restructuring; Conn’s and certain subsidiaries filed voluntary Chapter 11 on July 23, 2024 . |
| Conn’s, Inc. | Interim Chief Financial Officer | Nov 2023 – Feb 2024 | Stabilized finance leadership during transition . |
| Conn’s, Inc. | VP & Chief Accounting Officer | Apr 2023 – Nov 2023 | Oversaw accounting operations and reporting . |
| PRA Group, Inc. | SVP & Global Controller | 2018 – 2023 | Directed global controllership at a public company . |
| Grant Thornton LLP | Senior Manager, Business Advisory & Finance Transformation | 2017 – 2018 | Advised on finance transformation initiatives . |
| General Electric / GE Capital | Various executive finance and operational leadership roles | ~2003 – 2016 | Led multinational finance and operations across GE/GE Capital . |
| PricewaterhouseCoopers LLP | Auditor | Early career | Foundation in audit and financial reporting . |
External Roles
None disclosed in company filings (no public company directorships or committee roles identified) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $460,000 | Bi-weekly $17,692; location Huntsville, AL . |
| Target Annual Bonus (VICC) | $276,000 | Maximum $552,000; 2025 bonus pro-rated to start date . |
| Relocation – Misc. allowance | $5,000 | One-time . |
| Relocation – Packing/Moving | Up to $20,000 | Best of three bids; revisit if lowest bid >$20,000 . |
| Relocation – Car shipment | Up to $3,000 | Up to two cars; best of three bids . |
| Relocation – Storage | Up to 30 days | Against invoice . |
| Relocation – Home sale | Up to 6% realtor fee + customary closing costs | Reimbursement . |
| Relocation – Home purchase | Buyer’s closing costs up to 2% of loan amount | Reimbursement . |
| Relocation – Temporary housing | Up to $2,000/month for up to 6 months | Or company accommodation if available . |
Performance Compensation
| Incentive Type | Metric | Target / Structure | Vesting | Amount |
|---|---|---|---|---|
| Annual Cash (VICC) | Company performance metrics | Company uses Adjusted EBIT and Revenue in VICC design; 2024 targets were Adjusted EBIT $77.8M and Revenue $1.0B with linear interpolation between threshold–target–max; 2025 measures for CFO not yet disclosed . | Annual | Target $276,000; max $552,000; pro-rated for 2025 . |
| RSUs | Time-based | Equity participation approved annually | 25% on each anniversary over 4 years . | $184,000 grant value (pending grant window) . |
| PSUs (Market-based) | Relative TSR | Company typically measures relative TSR vs Nasdaq Telecommunications Index with 25%–150% payout range and a cap at 100% if absolute TSR is negative; CFO PSUs will follow plan terms once granted . | 3-year cliff (shares issued at end of performance period) . | $184,000 grant value (pending grant window) . |
| PSUs (3-Year Strategic Plan) | Adjusted EBIT CAGR | Triennial participation expected in next cycle (2026) per company’s Long-Term Financial Plan; prior CFO’s last total grant amount was $1,000,000 across three years subject to goals . | Performance-based over plan cycle | Next eligibility expected in 2026 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not yet disclosed for Timothy Santo in 2025 proxy table; initial equity awards pending grant window . |
| Vested vs. Unvested | RSUs vest over 4 years; PSUs cliff after 3 years; awards not yet granted as of the offer date . |
| Hedging/Pledging | Company prohibits hedging transactions, speculative trading, holding in margin accounts, or pledging company securities for insiders (includes executive officers) . |
| Clawback Policies | Dodd-Frank compliant clawback adopted Oct 2023; recovery of erroneously awarded incentive compensation over a 3-year lookback after restatements; legacy clawback amended; March 2024 restatement and November 2024 revisions did not trigger recoupment due to no impact on applicable performance metrics . |
| Ownership Guidelines | Director stock ownership guidelines exist (3x annual cash retainer); no executive officer ownership multiple disclosed in proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | March 10, 2025 . |
| Titles | SVP Finance, CFO, Principal Accounting Officer, Treasurer . |
| Contract Type | At-will employment . |
| Severance | If terminated without cause after relocating to Huntsville, severance equals 12 months of base salary . |
| Indemnification | Entitled per Company’s Amended and Restated Certificate of Incorporation and Bylaws . |
| Conditions | Background, credit, substance abuse checks; independence clearance from PwC and KPMG; confirm no encumbering non-compete . |
| CFO Certifications | SOX 302 and 906 certifications executed on Nov 4, 2025 for Q3 2025 10-Q . |
Performance & Track Record
| Period/Context | Company Performance and Governance Context |
|---|---|
| Q3 2025 Results | Revenue $279.4M (+23% YoY), GAAP gross margin 38.3% (non-GAAP 42.1%), GAAP operating margin -1.0% (non-GAAP 5.4%), GAAP diluted EPS -$0.12; cash, cash equivalents and restricted cash $101.2M; Q4 2025 non-GAAP operating margin guidance 3.5%-7.5% . |
| Controls & Procedures | CFO and CEO concluded disclosure controls and procedures were not effective due to ongoing material weaknesses as of Sept 30, 2025 . |
| Governance & Pay | 2024 Say-on-Pay approval ~87% after shareholder engagement and program changes (TSR percentile to 55th for target; negative TSR cap; double-trigger CoC vesting) . |
| Compensation Benchmarking | Committee references a peer group including Calix, Ciena, Extreme Networks, Fabrinet, Lumentum, MACOM, Viavi, etc. for competitive positioning . |
Investment Implications
- Compensation alignment: Santo’s mix combines fixed pay with meaningful at-risk incentives tied to RSUs, market PSUs, and the VICC; market PSUs are grounded in relative TSR, and long-term PSUs in Adjusted EBIT CAGR, which supports pay-for-performance and cash generation focus .
- Retention and selling pressure: Four-year RSU vesting and three-year PSU cliffs create retention hooks; absence of pledging and hedging reduces misalignment risk; severance of 12 months base post-relocation is moderate and may limit turnover risk after the move .
- Execution risk: Continuing material weaknesses in internal control elevate near-term reporting and remediation risk under Santo’s oversight; his SOX certifications and GE/PRA experience are relevant, but controls remediation will be a key lever to sustain valuation and reduce governance overhang .
- Performance context: Q3 2025 growth and margin trajectory signal operational momentum; VICC historically uses Adjusted EBIT and revenue, aligning cash incentives to fundamentals; clarity on 2025 CFO bonus metrics will be a watch item for investors .
- Prior restructuring experience: Serving as CFO during Conn’s Chapter 11 provides crisis-tested experience, potentially beneficial for capital structure and cash discipline at ADTRAN; investors should monitor any implications for risk tolerance and restructuring approach .