Cory Sindelar
CALIXAbout Cory Sindelar
Cory Sindelar, 56, has served as Calix’s Chief Financial Officer and Principal Accounting Officer since October 1, 2017 (interim CFO from May 31 to September 30, 2017) and holds a B.S. in Business Administration (Accounting) from Georgetown University . Calix’s 2024 CD&A cites mixed operating conditions—H1 revenue headwinds, H2 sequential growth, record gross margin expansion, and a 34% YoY increase in RPOs—while executive pay remains heavily weighted to at‑risk, option-based incentives tied to bookings and non‑GAAP operating income, aligning pay with performance and shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various (incl. Ikanos Communications; Violin Memory, Inc.) | Chief Financial Officer (public tech companies) | 2006–2017 (prior to joining Calix) | CFO experience at public broadband semiconductor and public data storage companies |
| EMC Corporation | Finance positions | 2003–2006 | Large‑cap enterprise tech finance roles |
| Legato Systems, Inc. (acquired by EMC) | VP, Corporate Controller & Principal Accounting Officer | 2000–2003 | Public enterprise software; acquisition by EMC |
External Roles
Company biographies reviewed do not mention external public company board roles or committee positions for Mr. Sindelar .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 421,875 | 478,112 | 485,700 |
| Non‑Equity Incentive Plan Compensation ($) | 336,823 | 613,440 | 604,766 |
| All Other Compensation ($) | 8,975 | 9,900 | 11,132 |
| Total Compensation ($) | 7,149,351 | 5,995,283 | 6,594,628 |
Cash incentive targets disclosed:
- 2024 target cash incentive opportunity: $364,275 (threshold $36,428; max $400,702) .
- 2022 target cash incentive opportunity: $292,813 (threshold $36,602) .
- 2024 CD&A added committee judgement within a defined range (±20%) and retained non‑GAAP gross margin funding; response to prior shareholder feedback .
Performance Compensation
Annual Cash Incentive – Design
- Metrics: quarterly revenue and non‑GAAP operating income (with separate non‑GAAP gross margin funding element), with 2024 plan including committee judgement within a defined range (±20%) to avoid ad‑hoc goal resets .
Equity – Performance‑Based Stock Options (PSOs)
| Year | Metric Weighting | Payout vs Target | Shares Earned (Sindelar) | Exercise Price | Vesting |
|---|---|---|---|---|---|
| 2024 | Two plans: Non‑GAAP operating income and bookings; Plan #1 and Plan #2 | Plan #1: 47.9%; Plan #2: 91.8%; Combined: 58.9% | 176,625 total (107,775 Plan #1; 68,850 Plan #2) | $34.26 (granted 2/8/2024) | Upon achievement, 25% vests immediately; remaining 75% vests in equal quarterly installments over 36 months |
| 2023 | Bookings 50%; non‑GAAP operating income 50% | 54.5% of target PSOs | 54,500 PSOs; plus 100,000 service‑based options (letter agreement) | PSOs: $51.55 (2/9/2023); service‑based: $37.80 (11/27/2023) | PSOs: 25% on first anniversary, then quarterly; time‑based: 25% on first anniversary, then quarterly; two‑year post‑vest holding for certain time‑based grants (see below) |
| 2022 | Bookings and non‑GAAP operating income | 100% of target PSOs | 80,000 PSOs; plus 100,000 service‑based options (letter agreement) | PSOs: $55.96 (2/10/2022); time‑based: $68.40 (11/27/2022) | PSOs/time‑based vest 25% on first anniversary, then quarterly; see two‑year hold below |
Additional design details:
- 2024 plan targeted shares: two tranches granted to Sindelar (225,000 and 75,000 target PSOs; threshold 75% of target), exercise price $34.26; aggregate grant‑date fair values $4,119,773 and $1,373,258, respectively .
- Two‑year post‑vest holding requirement applies to shares issued upon exercise of certain time‑based option grants awarded annually under the 2019 letter agreements for Mr. Sindelar (and Mr. Weening) during 2020–2023, further aligning long‑term holding behavior .
- Hedging and pledging by employees (including NEOs) are prohibited under insider trading policy; awards cannot be transferred prior to vesting .
Equity Ownership & Alignment
| As of March 11, 2025 | Common Shares Owned | Options Exercisable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Cory Sindelar | 76,285 | 1,202,281 | 1,278,566 | 1.88% |
Additional alignment factors:
- Employees (including executive officers) are prohibited from pledging and from hedging transactions; director pledging only in limited pre‑approved circumstances, not applicable to employees .
- Outstanding equity as of 12/31/2024 includes 2024 PSOs (unearned/unexercised counts shown below) and multiple time‑based grants with standard 4‑year vesting (25% on first anniversary; quarterly thereafter) .
Key outstanding awards (12/31/2024):
- 2024 PSOs: 107,775 and 68,850 unexercised/unearned; exercise price $34.26; expire 2/8/2034 .
- Time‑based options from letter agreement: e.g., 11/27/2023 (25,000 exercisable; 75,000 unexercisable) at $37.80; 11/27/2022 (50,000 exercisable; 50,000 unexercisable) at $68.40; plus earlier years’ grants; all with 4‑year vesting and two‑year post‑vest holding for the letter‑agreement series .
- PSOs and time‑based grants from 2021 and 2022 remain outstanding with detailed schedules and expiration dates in the proxy (e.g., 2/10/2022 PSOs at $55.96; 2/11/2021 options at $36.74) .
Employment Terms
- Start date/tenure: CFO and principal accounting officer since October 1, 2017 (interim CFO May 31–Sep 30, 2017) .
- Severance Plan (CICSP) – not in connection with a change in control: 12 months base salary, pro‑rated target bonus, 12 months accelerated vesting for the severance period, and 12 months health insurance continuation .
- Double‑trigger change‑in‑control (60 days before to 12 months after): 12 months base salary, 100% of target annual bonus plus pro‑rata target bonus, 100% acceleration of all equity, and 12 months health insurance continuation; post‑termination option exercise window of 12 months .
- Estimated payout values (if terminated on 12/31/2024): $925,993 (no CIC) and $1,350,872 (with CIC) for Mr. Sindelar, including cash severance, equity acceleration, and health benefits .
- Tax gross‑ups: Company does not provide excise tax gross‑ups or other gross‑ups related to CIC severance; none under CICSP .
- Clawbacks: Company‑wide clawback adopted May 2019; Dodd‑Frank/NYSE‑compliant clawback adopted November 2023; both cover incentive compensation and equity awarded after adoption .
- Retirement and perquisites: No special retirement plans (401(k) only); modest perquisites (e.g., executive physical program). 2024 “All Other Compensation” for Mr. Sindelar included 401(k) match ($10,350), lifestyle program reimbursement ($335), and Leadership Cares program payments with tax gross‑up ($334 + $113) .
Say‑on‑Pay and Shareholder Feedback
- Say‑on‑Pay outcomes: 98.55% approval in 2022; 72.6% approval in 2023 .
- Company response: did not renew the multi‑year guaranteed service‑based option letter agreements with Mr. Sindelar and the CEO; incorporated defined‑range judgement (±20%) into 2024 cash incentive design; continued use of rigorous PSOs (2023 payout 54.5% of target) .
Expertise & Qualifications
- Financial leadership: multi‑company public CFO experience; principal accounting officer and controller roles; enterprise tech finance at EMC and Legato .
- Education: B.S. Business Administration (Accounting), Georgetown University .
Investment Implications
- Pay-for-performance alignment: Sindelar’s compensation is heavily at‑risk via PSOs tied to bookings and non‑GAAP operating income; below‑target PSO outcomes in 2023 (54.5%) and 2024 (58.9% combined) reflect operating dynamics and reinforce alignment .
- Selling pressure and vesting cadence: 2024 PSOs vest 25% at achievement then quarterly over 36 months, creating periodic potential liquidity as options become exercisable; however, time‑based grants from 2019 letter agreements are subject to a two‑year post‑vest holding period, and employees are prohibited from pledging or hedging, mitigating near‑term selling pressure and alignment risks .
- Retention and transition risk: Outside a CIC, severance equals 12 months base plus pro‑rated target bonus and partial equity acceleration; under a CIC, double‑trigger terms (cash at 1× salary and 1× target bonus, full equity acceleration) provide standard protections without tax gross‑ups, balancing retention with shareholder protections .
- Ownership alignment: Beneficial ownership of ~1.88% (incl. options exercisable within 60 days) and large outstanding option exposure link outcomes to long‑term stock performance; absence of hedging/pledging for employees enhances alignment .
- Governance signals: Lower 2023 Say‑on‑Pay support (72.6%) prompted structural changes (ending guaranteed time‑based option program; adding structured discretion to cash plan), reducing pay‑design risk going forward .