Carl Russo
CALIXAbout Carl Russo
Carl E. Russo (age 68) is Chairman of the Board of Calix, Inc., serving as director since 1999 and chair since July 2021; he previously served as Chief Executive Officer (2002–2022) and President (2002–2021). He is classified as not independent under NYSE rules. Russo attended Swarthmore College and brings deep telecommunications and networking leadership experience, including optical networking strategy and executive roles at Cisco and Cerent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | VP, Optical Strategy; Group VP, Optical Networking | Nov 1999–May 2002 | Led optical networking strategy and operations |
| Cerent Corporation (acquired by Cisco) | President & CEO | Apr 1998–Oct 1999 | Led company through acquisition by Cisco |
| Xircom (acquired by Intel) | Various roles incl. Chief Operating Officer | Apr 1995–Apr 1998 | Senior operating leadership in networking products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vital Network Services (private) | Director | Not disclosed | Network lifecycle services |
| Xirrus (private) | Director | Not disclosed | High-performance wireless networks |
| Swarthmore College | Board of Managers | Not disclosed | Educational institution governance |
Board Governance
- Role and independence: Chairman; not independent (NYSE). Lead Independent Director: Kevin Peters (since Aug 2024, through 2027 term) .
- Committees: Russo serves on no Board committees; all five committees (Audit; Talent & Compensation; Nominating & Corporate Governance; Cybersecurity; Strategic) were composed entirely of independent directors in 2024 .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings; Board held four executive sessions without management (chair presides); independent directors hold sessions presided by the Lead Independent Director; all directors attended the 2024 annual meeting .
- Structure: Board oversees risks via committee charters; governance framework includes Corporate Governance Guidelines and Code of Conduct .
Fixed Compensation
| Component (2024 policy) | Amount (USD) | Notes |
|---|---|---|
| Base Board Retainer | $50,000 | Paid quarterly in arrears |
| Board Chair Retainer (add-on) | $75,000 | Chairman supplement |
| Committee Chair/Member Fees | $0 | Russo holds no committee roles |
| Total Cash Fees Earned (2024) | $125,000 | Per Director Compensation table |
- March 2025 changes (effective Apr 1, 2025): base retainer increased to $60,000; Lead Independent Director retainer to $35,000; Nominating & Corporate Governance chair to $12,000; non-chair to $5,500 .
Performance Compensation
| Equity Structure | Grant Value | Instrument | Vesting | Change-in-Control Provision |
|---|---|---|---|---|
| 2024 annual director grant | $182,754 (grant-date fair value) | Stock options | 100% on earlier of 1-year anniversary or day prior to next annual meeting | All director options accelerate upon change in control (single-trigger) |
| 2025 policy (effective at Annual Meeting) | $200,000 initial/annual grants | Restricted Stock Awards (RSAs) | 100% on the earlier of 1-year anniversary or day prior to next annual meeting, subject to continued service | Not separately specified for RSAs in proxy (general plan protections apply) |
- Director equity grant limit under the 2019 Plan increased from $750,000 to $1,500,000 upon stockholder approval of Proposal 2 on May 8, 2025 .
- Plan governance: no repricing without stockholder approval; minimum 1-year vest; prohibition on liberal share recycling; dividends only if awards vest; no loans to directors for award exercises .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed in proxy |
| Private company boards | Vital Network Services; Xirrus |
| Shared interlocks with customers/suppliers | Not disclosed |
Expertise & Qualifications
- Telecommunications and networking products; optical networking strategy; executive operations and technology management .
- Board leadership experience and strategic oversight as Calix CEO and Chairman .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock owned | 5,926,351 shares |
| Options exercisable within 60 days | 1,201,695 shares |
| Total beneficial ownership | 7,128,046 shares (10.51% of outstanding) |
| Ownership vehicles | Includes 2,239,188 shares via The Crescentico Trust (Carl Russo, Trustee) and 13,782 shares via Equanimous Investments (managed by Carl Russo and Tim Pasquinelli; beneficial ownership disclaimed except to pecuniary interest) |
| Pledging/Hedging policies | Hedging and speculative trading prohibited; employees prohibited from pledging; directors may pledge shares only with pre-approval per guidelines (General Counsel) |
| Ownership guidelines compliance | Directors must hold ≥4× annual cash retainer; each director currently in compliance |
Director Compensation (Mix and Trends)
| Year | Cash Fees | Equity Grant Value | Total |
|---|---|---|---|
| 2024 | $125,000 | $182,754 (options) | $307,754 |
- 2025 policy shifts director equity from stock options to RSAs at $200,000 per grant, typically viewed as increasing fixed-value equity and reducing performance leverage compared to options; applied alongside increases to certain cash retainers .
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Directors (Berry) | 49,452,626 | 537,448 | — | 10,285,736 |
| Elect Directors (Bowick) | 43,250,653 | 6,739,421 | — | 10,285,736 |
| Elect Directors (Makagon) | 46,891,634 | 3,098,440 | — | 10,285,736 |
| Approve 2019 Plan share increase | 32,698,149 | 17,024,484 | 267,441 | 10,285,736 |
| Approve Stock Purchase & Matching Plan (matching shares) | 40,769,076 | 8,983,995 | 237,003 | 10,285,736 |
| Say-on-Pay (NEO comp) | 36,919,781 | 12,744,803 | 325,490 | 10,285,736 |
| Ratify KPMG | 59,846,497 | 98,217 | 331,096 | — |
Compensation Committee Analysis
- Committee composition: Talent & Compensation Committee comprised entirely of independent directors (Chair: Christopher J. Bowick; Members: Kira Makagon, Rajatish Mukherjee); met six times in 2024 .
- Advisor and practices: Uses independent compensation consultant (Compensia) for equity plan share pool, burn rate, and director limit analyses; no interlocks or insider participation disclosed; Committee oversees CEO succession and executive compensation risk assessments .
Related Party Transactions
- Policy: Written related person transaction policy overseen by the Audit Committee; no transactions exceeding $120,000 involving related persons were reported for 2024 .
Governance Assessment
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Strengths:
- Majority independent board; five specialized committees composed solely of independent directors .
- Clear Lead Independent Director structure and frequent executive sessions .
- Strong plan governance (no repricing; minimum vesting; clawbacks for executives; hedging prohibition) .
- High director ownership; Russo’s significant stake (10.51%) aligns interests with shareholders .
-
Potential risk indicators and red flags:
- Not independent Chairman with long prior CEO tenure; agenda-setting authority may concentrate influence; mitigated by designated Lead Independent Director .
- Single-trigger acceleration of director options upon change in control (less shareholder-friendly than double-trigger) .
- Increase of director equity limit to $1.5 million under the 2019 Plan could permit larger director awards in future; rationale references non-executive chair workload and peer alignment .
- Director pledging permitted with pre-approval (no specific pledges disclosed); hedging prohibited .
- Elevated total equity overhang driven by heavy use of options (company-wide); although framed as within market range by consultant analysis .
Overall, Russo’s deep sector expertise and substantial ownership support alignment, while his non-independent chair status and single-trigger equity acceleration warrant ongoing monitoring of board independence safeguards and director pay practices .