Christopher Bowick
CALIXAbout Christopher J. Bowick
Independent director at Calix since 2014; age 69. He chairs the Talent and Compensation Committee and serves on the Nominating and Corporate Governance Committee; the Board deems him independent under NYSE rules. Background spans CTO and engineering leadership across cable/telecom, with an MBA (University of Colorado) and BS in Electrical Engineering (Georgia Tech). Current public company directorships: none.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| The Bowick Group, LLC | Principal | Provides technology, product, business and executive-development advice to cable and telecom industry clients | Advisory role |
| Cox Communications | SVP Engineering & CTO (named 2000); VP Technology Development (joined 1998); Retired June 2009 | Led strategic technology planning, technical operations, development/deployment for video, voice, data, wireless; oversaw network engineering and nationwide backbone/MAN/HFC networks | Oversight of major technology deployments (VoIP, high-speed data, HDTV, VOD, interactive TV) |
| Jones Intercable, Inc. | Group VP Technology & CTO | Concurrently served as President of Jones Futurex | Technology leadership; encryption hardware manufacturing via Jones Futurex |
| Jones Futurex | President | Designer/manufacturer of triple DES, PC-based hardware encryption devices; contract manufacturing services | Security technology leadership |
| Scientific Atlanta (Transmission Systems Division) | VP of Engineering | Engineering leadership | Product and transmission systems engineering |
| Rockwell International (Collins Avionics Division) | Design Engineer | Early career engineering | Avionics design |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ViXS Systems Inc. | Director (former) | Not specified | Former public company board service |
| Current public company boards | None | — | “Other current public company directorships: none” |
Board Governance
- Independence: The Board determined Bowick is independent under NYSE rules; 7 of 9 directors were independent in 2024.
- Committee assignments:
- 2024: Talent & Compensation (Chair); Nominating & Corporate Governance (Member).
- 2023: Compensation (Chair); Nominating & Corporate Governance (Member).
- Attendance and engagement:
- Board met six times in 2024; each director attended ≥75% of board and committee meetings; executive sessions without management in four regular meetings; all directors attended the 2024 annual meeting.
- Board met six times in 2023; each director attended ≥75%; executive sessions in four regular meetings; all directors attended the 2023 annual meeting.
- Committee work: As chair, Bowick’s committee oversees CEO/NEO compensation goals, succession, and administration of equity plans; may retain outside advisors; members are independent; no compensation committee interlocks or related transactions disclosed for 2023 or 2024.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | $75,000 |
| Option Awards ($) | $178,353 | $182,754 |
| Total ($) | $253,353 | $257,754 |
| Non-Employee Director Cash Compensation (2024) | Amount ($) |
|---|---|
| Base Board Retainer | $50,000 |
| Board Chair (add’l) | $75,000 |
| Lead Director (add’l) | $25,000 |
| Audit Committee Chair (add’l) | $35,000 |
| Talent & Compensation Committee Chair (add’l) | $20,000 |
| Nominating & Corporate Governance Committee Chair (add’l) | $10,000 |
| Cybersecurity Committee Chair (add’l) | $10,000 |
| Strategic Committee Chair (add’l) | $10,000 |
| Audit Committee Member (add’l) | $12,500 |
| Talent & Compensation Committee Member (add’l) | $10,000 |
| Nominating & Corporate Governance Committee Member (add’l) | $5,000 |
| Cybersecurity Committee Member (add’l) | $5,000 |
| Strategic Committee Member (add’l) | $5,000 |
| March 2025 Cash Retainer Amendments (Effective Apr 1, 2025) | Prior ($) | New ($) |
|---|---|---|
| Base Board Retainer | $50,000 | $60,000 |
| Lead Independent Director | $25,000 | $35,000 |
| Nominating & Corporate Governance Chair | $10,000 | $12,000 |
| Nominating & Corporate Governance Member | $5,000 | $5,500 |
Performance Compensation
| Director Equity Policy | 2023–2024 | 2025+ (Amended) |
|---|---|---|
| Award Type | Stock options (no RSUs) | RSAs (restricted stock awards) |
| Annual Grant Value | $200,000 | $200,000 |
| Initial Grant Value | $200,000 (prorated by days until next annual meeting) | $200,000 (prorated) |
| Vesting | 100% on earlier of 1-year anniversary or day before next annual meeting | 100% on earlier of 1-year anniversary or day before next annual meeting |
| Change-in-Control | All option awards accelerate | RSA terms governed by plan; director policy amended to RSAs; annual grants post-meeting |
| Annual Meeting Grants | Options valued via Black-Scholes; vest in ~1 year | RSAs awarded immediately following annual meeting, vest ~1 year |
| Equity Award Limits | $750,000 cap per year; proposal to increase cap to $1,500,000 if approved |
For directors, equity awards are time-based; no TSR/financial performance metrics apply to director grants. Executive compensation metrics (committee oversight) include Bookings, Revenue, Non-GAAP Gross Margin, and Non-GAAP Operating Income.
Other Directorships & Interlocks
| Item | Status/Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | ViXS Systems Inc. (former director) |
| Compensation Committee Interlocks | None disclosed; no members were officers/employees; no related transactions in 2023 or 2024 |
Expertise & Qualifications
- Telecom/cable CTO and engineering leadership; led deployment of VoIP, high-speed data, HDTV, VOD, interactive TV at Cox; deep network engineering oversight.
- Product and encryption hardware experience (Jones Futurex); transmission systems engineering (Scientific Atlanta); avionics design (Rockwell).
- Education: MBA (University of Colorado); BS Electrical Engineering (Georgia Tech).
Equity Ownership
| Metric (as of March 11, 2025) | Amount |
|---|---|
| Common Stock (#) | 61,927 |
| Options Exercisable Within 60 Days (#) | 39,478 |
| Total Beneficially Owned (#) | 101,405 |
| Percent of Outstanding Shares | <1% (asterisked in table) |
| Shares Underlying Stock Options (#) | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Christopher J. Bowick | 27,216 | 39,478 |
- Director stock ownership guidelines: minimum 4x annual Board cash retainer; directors currently in compliance and exceeding guidelines.
- Hedging/pledging: Hedging, short sales, publicly-traded options and margin purchases prohibited; employees (including NEOs) prohibited from pledging shares. Directors may pledge holdings in limited circumstances with advance approval by General Counsel.
Governance Assessment
-
Strengths
- Independence and tenure: Independent since 2014; provides continuity and deep telecom expertise.
- Committee leadership: Chairs Talent & Compensation; active oversight of CEO/NEO pay, succession, and equity plan administration; committee met six times in 2024 and seven times in 2023.
- Attendance and engagement: ≥75% meeting attendance; full director attendance at annual meetings; routine executive sessions without management.
- Ownership alignment: Complies with 4x retainer ownership guideline; meaningful options position; no director RSUs outstanding as of 12/31/2024; equity awards have minimum vesting per plan and no repricing without stockholder approval.
- No interlocks/related-party exposure on compensation committee in 2023–2024.
- Responsiveness to shareholder feedback: 2023 say‑on‑pay approval 72.6%; committee addressed concerns (e.g., discontinued guaranteed service-based options for certain executives; introduced structured judgment in cash incentives).
-
Watch items / RED FLAGS
- Limited pledging policy for directors (with approval) suggests potential alignment risk if used; monitor any pledging disclosures.
- Shift from options to RSAs for directors (March 2025) increases certainty and may reduce performance sensitivity; assess impact on pay-for-performance optics.
Board Governance (Reference Data)
| Item | 2023 | 2024 |
|---|---|---|
| Board Meetings (count) | 6 | 6 |
| Attendance Disclosure | Each director ≥75% | Each director ≥75% |
| Executive Sessions (without management) | Four regular meetings | Four regular meetings |
| Bowick Committee Roles | Compensation (Chair); Nominating & Corporate Governance (Member) | Talent & Compensation (Chair); Nominating & Corporate Governance (Member) |
Lead independent director presides over independent director sessions (2024); chairman presides over executive sessions.
Compensation Committee Analysis
| Item | 2023 | 2024 |
|---|---|---|
| Committee Name | Compensation Committee | Talent & Compensation Committee |
| Chair | Christopher J. Bowick | Christopher J. Bowick |
| Members | Bowick, Makagon; Listwin (until May 2023); Mukherjee (from May 2023) | Bowick, Makagon, Mukherjee |
| Meetings | 7 | 6 |
| Independence | All members independent (NYSE/SEC) | All members independent (NYSE/SEC) |
| Advisors | May retain outside advisors at company expense | May retain outside advisors at company expense |
| Interlocks/Related Transactions | None disclosed | None disclosed |
The 2019 Equity Plan embeds governance best practices: no repricing without stockholder approval; minimum vesting; fungible share counting; director award caps; clawback application; no loans.
Notes on Director Compensation Structure
- Director compensation assessed using peer market data; in 2023 targeted ~50th percentile of peer compensation; no per‑meeting fees; employee directors receive no director compensation.