J. Matthew Collins
CALIXAbout J. Matthew Collins
J. Matthew “Matt” Collins, age 53, is Chief Commercial Operations Officer (CCOO) at Calix, responsible for supply chain operations, demand management, commercial strategy and analytics, field operations, global process transformation, and leading corporate/field/product marketing, partner operations, and business development; he has served as CCOO since January 2023 and previously served as EVP of Commercial Operations and Chief Marketing Officer (CMO) and earlier as SVP/CMO at Calix since 2017 . He holds an MBA from Harvard University and a BA from Dartmouth College . Company performance context during his recent tenure includes: record gross margin expansion in 2024, 18th consecutive quarter of positive free cash flow, 34% year-over-year increase in remaining performance obligations (RPO), with revenue down in 1H24 and sequential growth resuming in 2H24 . Collins beneficially owns 597,572 Calix shares, representing less than 1% of outstanding shares as of March 11, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calix | CCOO; EVP Commercial Operations & CMO; SVP/CMO | 2017–present | Led commercial operations, marketing, partner ecosystem, and GTM analytics/process transformation supporting platform and managed services strategy . |
| Dun & Bradstreet | SVP Global Marketing & Go-To-Market Strategy | 2014–2017 | Built and led global marketing and GTM teams . |
| IBM | Marketing/strategy leadership | Not disclosed | Built and led marketing and strategy teams (as summarized in Calix bio) . |
| McKinsey & Company | Strategy leadership | Not disclosed | Built and led strategy teams (as summarized in Calix bio) . |
| Merck | Marketing/strategy roles | Not disclosed | Built and led marketing and strategy teams (as summarized in Calix bio) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external public company directorships disclosed for Collins . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 358,750 | 420,025 | 428,600 |
| Target Cash Incentive (% of Salary) | Not disclosed | Not disclosed | 75% (revenue/non-GAAP operating income component) |
Notes:
- 2024 executive cash plan also included an incremental non-GAAP gross margin pool without a fixed target percentage; payouts are allocated from a funded pool once performance is determined .
Performance Compensation
Cash Incentive (2024)
| Component | Design | Result (Company) | Collins Payout ($) |
|---|---|---|---|
| Quarterly Revenue & Non-GAAP Operating Income | Measured quarterly; pays semiannually; both metrics must clear thresholds; capped at 110% of target | Actuals: 92.3%, 94.5%, 105.5%, 101.7% of targets in Q1–Q4, respectively; aggregate payout 98.5% of target | 316,628 |
| Non-GAAP Gross Margin Pool | 25% of gross margin dollars above quarterly target; no funding if at/below target; allocated by salary | Funded in Q2 and Q3; unfunded in Q1 and Q4 | 5,750 |
| Total Cash Incentive 2024 ($) | — | — | 322,378 |
Equity Incentives
2024 Performance-Based Stock Options (PSOs) – Grant date: Feb 8, 2024; Exercise price: $34.26; vesting for earned shares: 25% on first anniversary of grant; remaining 75% quarterly over 36 months .
| Plan | Metric(s) | Weighting | Target Shares (#) | Earned Determination | Earned Shares (#) | Vesting | Exercise Price |
|---|---|---|---|---|---|---|---|
| Plan #1 | Non-GAAP Operating Income; Bookings | 50% / 50% | 225,000 | Committee determined 47.9% earned on 1/31/2025 | 107,775 | 25% on 2/8/2025; then quarterly over 36 months | 34.26 |
| Plan #2 | Bookings | 100% | 75,000 | Committee determined 91.8% earned on 1/31/2025 | 68,850 | 25% on 2/8/2025; then quarterly over 36 months | 34.26 |
Performance calibration details (Plan #1):
- Threshold/Target/Max non-GAAP operating income goals: $65.68m / $82.10m / $98.52m. Earned % per metric: 75% at threshold, 100% at target, up to 120% at maximum, but total PSOs capped at 100% of target; bookings goals not disclosed due to competitive sensitivity .
2025 Time-Based Stock Option (service-based)
| Grant Date | Shares (#) | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|
| Jan 31, 2025 | 195,000 | 39.68 | 25% on 1/31/2026; remaining 75% quarterly over 36 months, subject to continued employment | 1/31/2035 |
| Source: Form 4 filed Feb 4, 2025 . |
2024 PSO Performance Metrics and Weighting
| Metric | Weight | Threshold | Target | Maximum | Disclosure Notes |
|---|---|---|---|---|---|
| Non-GAAP Operating Income (Plan #1) | 50% | $65.68m | $82.10m | $98.52m | Earned % per schedule; overall PSO cap at 100% |
| Bookings (Plan #1) | 50% | 80% of target = 75% earned | 100% = 100% earned | 120% = up to 120% per metric but overall cap applies | Bookings goals not disclosed |
| Bookings (Plan #2) | 100% | 90% of target = 75% earned | 100% = 100% earned | No upside above 100% | Bookings goals not disclosed |
Equity Ownership & Alignment
Beneficial Ownership (as of March 11, 2025)
| Holder | Total Beneficially Owned (#) | % Outstanding |
|---|---|---|
| J. Matthew Collins | 597,572 | <1% |
Selected Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Unearned PSOs (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| 02/08/2024 | PSO | — | — | 107,775 and 68,850 earned determinations reflected on 1/31/2025 (see Form 4) | 34.26 | 02/08/2034 ; |
| 02/09/2023 | Option | 47,687 | 61,313 | — | 51.55 | 02/09/2033 |
| 02/10/2022 | Option | 68,750 | 31,250 | — | 55.96 | 02/10/2032 |
| 02/10/2022 | Option | 17,187 | 7,813 | — | 55.96 | 02/10/2032 |
| 02/11/2021 | Option | 109,237 | 7,283 | — | 36.74 | 02/11/2031 |
| 01/31/2020 | Option | 165,000 | — | — | 9.16 | 01/31/2030 |
| 02/14/2019 | Option | 25,000 | — | — | 8.03 | 02/14/2029 |
| 08/01/2017 | Option | 20,171 | — | — | 6.95 | 08/01/2027 |
Alignment/Restrictions:
- Hedging and pledging are prohibited for employees, including executive officers; awards may not be sold, assigned, transferred, pledged, or encumbered until they vest .
- Clawback policies adopted in 2019 and 2023 apply to executive cash incentive compensation and equity awards, enabling recovery in the event of a restatement consistent with SEC/NYSE rules .
- Equity plan governance features include no option/SAR repricing without shareholder approval, minimum one-year vesting (limited exceptions), and no liberal share recycling .
Potential Insider Selling Pressure Indicators:
- 2024 PSOs earned in January 2025 vest 25% on 2/8/2025 with remaining 75% vesting quarterly over 36 months, creating periodic vesting events that may coincide with potential sales subject to trading windows and policies .
Employment Terms
Change-in-Control and Severance Plan (CICSP) – Collins
| Scenario | Cash Severance | Equity Vesting | Health Continuation | Example Values if terminated 12/31/2024 |
|---|---|---|---|---|
| Not in connection with a Change in Control (Covered Termination) | 12 months base salary + pro-rated target bonus | 12 months accelerated vesting | 12 months | $750,050 cash; $47,137 equity; $45,053 health; total $842,240 |
| Qualifying termination during CoC Period (60 days before to 12 months after CoC) | 12 months base salary + 100% of target bonus + pro-rated target bonus | 100% acceleration of all equity awards | 12 months | $1,071,500 cash; $107,741 equity; $45,053 health; total $1,224,294 |
Additional terms:
- Double-trigger requirement for equity acceleration on change in control (CoC plus qualifying termination); no excise tax gross-ups .
- Awards and incentive pay subject to Calix clawback policies .
Compensation Structure Analysis
- Mix and trends: In 2024, NEO base salaries and target bonuses were held flat versus 2023; all equity granted to NEOs was 100% performance-based stock options (no service-based options/RSUs), increasing at-risk pay and direct linkage to financial/stock performance .
- Performance metrics: 2024 cash plan emphasized quarterly revenue and non-GAAP operating income (50/50) plus an incremental non-GAAP gross margin funding pool, with aggregate payout at 98.5% of target; individual adjustments were not applied for 2024 .
- PSO calibration: 2024 PSOs required achievement of annual non-GAAP operating income (with disclosed thresholds/target) and bookings metrics; total shares earned were capped at 100% of target, and the Compensation Committee ultimately certified partial achievement in January 2025 for Collins (47.9% and 91.8% across the two PSO tranches) .
- Governance safeguards: No repricing without shareholder approval, minimum vesting one year (limited exceptions), no hedging/pledging for employees/executives, and clawbacks in place .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-pay support was 77.9% at the 2024 annual meeting; committee actions addressed investor feedback by capping the previously uncapped gross margin metric in 2025’s bonus plan, avoiding mid-year target changes in 2024, and granting only performance options in 2024 .
- 2024 compensation peer group includes a mix of software, security, and communications names (e.g., Arista, Fortinet, F5, Nutanix, Rapid7); Calix was near the 55th percentile by revenue and market cap when peers were set .
Investment Implications
- Pay-for-performance and retention: Collins’ compensation is heavily equity-based with multi-year vesting, aligning incentives to long-term value creation; PSOs tie realizable value to both financial execution (non-GAAP OI/bookings) and stock performance, reducing windfall risk compared to time-based RSUs .
- Selling pressure: The certification of 2024 PSOs and vesting cadence (25% on first anniversary, then quarterly over three years) creates predictable vest dates that may lead to incremental insider liquidity events during open windows; however, hedging/pledging prohibitions and trading policies mitigate risk of misalignment .
- Change-in-control economics: Collins’ CoC protection (12 months salary, 100% target bonus, pro rata bonus, and 100% equity acceleration on double-trigger) is typical for a non-CEO NEO and does not include tax gross-ups, limiting shareholder-unfriendly features while providing retention security through potential transitions .
- Governance posture: Clawback policies, no equity repricing, and minimum vesting underscore pay discipline; 2024 say-on-pay support (77.9%) suggests room for ongoing engagement but overall acceptance of the program’s design .