Kathleen Crusco
CALIXAbout Kathleen Crusco
Independent director (age 60), on the CALIX Board since 2017. Serves as Audit Committee Chair and is designated an “audit committee financial expert.” Prior roles include CFO/COO posts across enterprise software and technology; Bachelor of Science in Business Administration (accounting) from California State University, Chico .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kony, Inc. | EVP & CFO | Dec 2017–Jan 2020 | Led finance operations through sale to Temenos |
| Epicor Software | EVP, COO & CFO | Aug 2016–Nov 2017 | Operational rigor at enterprise software scale |
| Activant Solutions | SVP & CFO | May 2007–Nov 2010 | Pre-merger finance leadership |
| Polycom | VP, Worldwide Finance | 2002–2007 | Global finance leadership |
| Documentum; Adaptec; Price Waterhouse | Various finance roles | — | Built foundational accounting/finance expertise |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| TD Synnex Corporation | Director | Audit | Current public company board; audit committee member |
Board Governance
- Independence: Board determined Crusco is independent under NYSE and SEC rules; seven of nine directors independent .
- Committees: Audit (Chair; financial expert), Strategic (Member) .
- Attendance: In 2024, Board met 6 times; each director attended ≥75% of Board and committee meetings; executive sessions held at 4 regular meetings .
- Committee activity (2024): Audit met 11 times; Strategic met 4; Nominating & Governance 5; Talent & Compensation 6; Cybersecurity 4 (Crusco chairs Audit and sits on Strategic) .
- Lead Independent Director: Kevin Peters (since Aug 2024) .
Fixed Compensation
| Component | Policy Year | Amount | Evidence |
|---|---|---|---|
| Base Board Retainer | 2024 | $50,000 | |
| Audit Committee Chair | 2024 | $35,000 | |
| Strategic Committee (Member) | 2024 | $5,000 | |
| 2024 Cash Total (Crusco) | 2024 | $90,000 | Matches Director Compensation table |
| Base Board Retainer | Effective Apr 1, 2025 | $60,000 | March 2025 amendment |
| Audit Committee Chair | Effective Apr 1, 2025 | $35,000 | |
| Strategic Committee (Member) | Effective Apr 1, 2025 | $5,000 | |
| Annualized Cash (post-amendment) | Effective Apr 1, 2025 | $100,000 | Components as above |
Performance Compensation
| Year | Award Type | Grant Value | Shares | Vesting | CIC Treatment |
|---|---|---|---|---|---|
| 2024 | Stock Options | $182,754 | 39,478 | 100% vests at earlier of 1-year anniversary or day before next AGM | Non-employee director options accelerate upon change in control |
| 2025 (effective at AGM) | Restricted Stock Awards (RSAs) | $200,000 per initial/annual grant | — | 100% vest at earlier of 1-year anniversary or day before next AGM (subject to service) | Plan provides director award limit increase to $1.5M if Proposal 2 approved; CIC mechanics per plan |
- Director equity framework: Non-employee director awards capped at grant date fair value of $750,000 (proposed increase to $1,500,000 under Plan amendment) .
Other Directorships & Interlocks
- Interlocks/related-party exposure: No related person transactions >$120,000 disclosed for 2024; policy requires Audit Committee review and prohibits director participation in approvals where conflicted .
Expertise & Qualifications
- Financial/accounting expertise; designated Audit Committee financial expert; seasoned operator in enterprise software and technology .
- Education: BS in Business Administration (accounting), CSU Chico .
Equity Ownership
| Holder | Common Stock (#) | Options Exercisable ≤60 Days (#) | Total Beneficial (#) | % Outstanding |
|---|---|---|---|---|
| Kathleen Crusco | 54,705 | 39,478 | 94,183 | <1% (*) |
- Stock ownership guidelines: Directors must hold ≥4x annual Board cash retainer; company states all directors are in compliance (shares from annual grants held until guidelines met) .
- Pledging/hedging: Hedging and margin purchases prohibited; directors may pledge stock only with prior General Counsel approval; employees prohibited from pledging; no dividends on unvested awards .
Insider Trades (recent filings)
| Filing Date | Transaction Date | Form | Description | Source |
|---|---|---|---|---|
| 2025-05-12 | 2025-05-08 | Form 4 | Annual stock award reported (director grants converted to RSAs in 2025; issuer form reflects stock award) | |
| 2024-05-13 | 2024-05-08 | Form 4 | Annual director equity grant reported (2024 director awards were options) |
Compensation Committee Analysis
- Composition: All independent directors; 2024 members Bowick (Chair), Makagon, Mukherjee; met 6 times; no interlocks or insider participation; no members were officers/employees .
- Consultant: Compensia advised on plan share increase; analysis covered burn rate, overhang, market norms; committee emphasized performance-based option grants and best-practice features (no repricing, minimum vesting, clawbacks) .
Governance Assessment
- Strengths
- Independent director with deep finance background; Audit Chair; designated financial expert; strong committee cadence (Audit met 11× in 2024) .
- Attendance and engagement: ≥75% meeting attendance; executive sessions held regularly; lead independent director structure in place .
- Alignment: Director stock ownership guidelines (4× cash retainer) and reported compliance; equity awards vest over a year; no dividends on unvested awards .
- Controls: Robust related-party policy; no related-person transactions in 2024; hedging prohibited; clawback policies adopted (2019 and Dodd-Frank-compliant in 2023) .
- Watch items / potential red flags
- Director pledging permitted with prior approval (no indication Crusco has pledged; monitor for future filings) .
- Increase of director equity award limit to $1.5M under the Amended 2019 Plan (actual practice remains $200k annual grant; higher cap could enable exceptional grants—monitor usage) .
Overall signal: Crusco’s governance profile supports investor confidence—independence, audit leadership, and strong attendance—while CALIX’s director pay structure has shifted to RSAs, enhancing ownership alignment with time-based vesting and guidelines enforcement .