Kevin Peters
CALIXAbout Kevin Peters
Independent director at Calix since 2014; age 61; currently Lead Independent Director (since August 2024, serving through the 2027 Annual Meeting), Audit Committee member and financial expert, Cybersecurity Committee Chair, and Nominating & Corporate Governance Committee Chair . Peters spent 28 years at AT&T in senior network, operations, and marketing roles, and later served as CEO of NetNumber Inc. (Feb 2018–Jul 2022) and Titanium Software (Jun 2022–Mar 2023) . He holds an MBA (Columbia), MS in Telecommunications Engineering (Stevens Institute of Technology), BS in Psychology (Fairfield University), attended Harvard AMP, and earned a Certificate in Cybersecurity Oversight from Carnegie Mellon SEI . Calix reports no family relationships among directors or executives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T | Executive Vice President, Global Customer Service | 2012–2014 | Senior operating leadership across global customer service |
| AT&T | Chief Marketing Officer, Business | 2010–2011 | Led business marketing; revenue/customer focus |
| AT&T | Executive Vice President, Global Network Operations | 2006–2009 | Oversaw global network ops; reliability and scale |
| AT&T | SVP, Enterprise Systems & Software Engineering | 2006 | Technology and software engineering leadership |
| AT&T Labs | SVP, Global Network Technology Program Management | 2005 | Technology programs; network modernization |
| AT&T | SVP, Network Engineering | 2003–2004 | Network engineering leadership |
| AT&T | VP, Local Network Planning & Project Management | 2001 | Network planning and project execution |
| AT&T | Various roles in IT, sales, engineering, finance | 1986–2000 | Functional breadth across core disciplines |
| NetNumber Inc. | President & CEO | Feb 2018–Jul 2022 | Led private telecom software firm |
| Titanium Software | President, CEO & Board Member | Jun 2022–Mar 2023 | Led private technology company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetNumber Inc. | Board Member | Since Apr 2015 | Governance at private telecom software firm |
| Crandon Lakes Country Club | Volunteer Board Director | Current | Community governance involvement |
| Yogi Berra Museum & Learning Center | Volunteer Board Director | Current | Non-profit governance involvement |
| Accenture; J&L Group; Howe School of Business (Stevens) | Advisor | Post-AT&T | Advisory services to corporate and academic entities |
| Current public company directorships | None | — | No interlocks via other public boards |
Board Governance
- Independence: Calix Board determined Peters is independent under NYSE and SEC rules; 7 of 9 current directors are independent .
- Lead Independent Director: Peters has served as Lead Independent Director since August 2024; term runs through Calix’s 2027 Annual Meeting; presides over independent director sessions .
- Attendance and engagement: In 2024, the Board met six times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; the Board held executive sessions without management at four regular meetings .
- Committee memberships and activity:
- Audit Committee: Member; designated “audit committee financial expert”; Audit Committee met eleven times in 2024 and holds regular executive sessions .
- Nominating & Corporate Governance Committee: Chair; committee met five times in 2024; oversees board composition, independence, conflicts, and ESG; operates under a written charter .
- Cybersecurity Committee: Chair; committee chartered in 2017; membership comprises independent directors .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Financial Expert | 11 | Independent-only; private sessions with auditor/management |
| Nominating & Corporate Governance | Chair | 5 | Oversees board independence, conflicts, governance & ESG |
| Cybersecurity | Chair | Not disclosed | Committee established in 2017; independent membership |
| Board | Director; Lead Independent Director | 6 Board meetings | 4 executive sessions; all directors attended 2024 AGM |
Fixed Compensation
- 2024 actual director cash compensation (Fees Earned): Kevin Peters received $81,209 in cash fees .
| Year | Component | Amount ($) |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | 81,209 |
- March 2025 policy changes (effective April 1, 2025): Annual board cash retainer increased; lead independent director and committee chair/non-chair retainers adjusted .
| Policy Effective 4/1/2025 | Retainer Type | Amount ($) |
|---|---|---|
| Board Annual Cash Retainer | Base | 60,000 |
| Lead Independent Director | Additional Retainer | 35,000 |
| Nominating & Corporate Governance Chair | Chair Retainer | 12,000 |
| Nominating & Corporate Governance Member (non-chair) | Committee Retainer | 5,500 |
Performance Compensation
- 2024 equity compensation granted to Peters: Option Awards grant-date fair value $182,754 (ASC 718) .
- Outstanding director equity (as of dates noted):
- Shares underlying stock options held by Peters: 39,478 .
- RSUs attributed to Peters under awards granted through March 11, 2025: 12,477 .
- 2025 director equity policy shift: Annual director equity moves from stock options to Restricted Stock Awards (RSAs) valued at $200,000 for initial and annual grants; RSAs vest 100% on the earlier of one year from grant or immediately prior to the next annual meeting, subject to continued service . Annual grant cap per non-employee director is $750,000 grant-date value; proposed increase to $1,500,000 if shareholders approve Proposal No. 2 .
| Year/Policy | Instrument | Grant Value/Units | Vesting | Notes |
|---|---|---|---|---|
| 2024 actual | Stock Options | $182,754 (fair value) | Per award terms | ASC 718 valuation |
| Through 3/11/2025 | RSUs | 12,477 (units) | Per RSU terms | Awards under 2019 Plan |
| Effective at 2025 Annual Meeting | RSAs | $200,000 (initial) | 100% on earlier of 1-year or pre-next AGM | Time-based vesting; continued service required |
| Annual policy (ongoing) | RSAs | $200,000 (annual) | 100% pre-next AGM | Must have ≥6 months service pre-grant |
| Annual cap | All equity | ≤$750,000/year | — | Potential increase to $1,500,000 pending Proposal 2 |
No director performance metrics (e.g., revenue/TSR gates) are disclosed for director equity grants; RSAs vest time-based subject to continued board service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | Calix’s Talent & Compensation Committee had no interlocks or insider participation in 2024 (members Bowick, Mukherjee, Makagon; Peters not a member) |
Expertise & Qualifications
- Audit Committee financial expert designation; deep network operations, engineering, and program management experience from AT&T and subsequent CEO roles .
- Cybersecurity oversight credential (Carnegie Mellon SEI); chairs Calix Cybersecurity Committee .
- Education: MBA (Columbia), MS Telecom (Stevens), BS Psychology (Fairfield), Harvard AMP .
Equity Ownership
| As of March 11, 2025 | Common Stock (#) | Options Exercisable Within 60 Days (#) | Total Beneficial Ownership (#) | % of Shares Outstanding |
|---|---|---|---|---|
| Kevin Peters | 126,028 | 39,478 | 165,506 | <1% |
| Additional Equity Detail | Units/Status |
|---|---|
| Options outstanding (12/31/2024 disclosure) | 39,478 shares underlying options |
| RSUs (awards through 3/11/2025) | 12,477 units |
| Director stock ownership guidelines | 4x annual Board cash retainer; all directors currently in compliance; shares may be held from annual equity until compliant |
| Hedging/derivatives/shorting | Prohibited for directors, officers, employees (no short sales, hedging, margin purchases, public options) |
| Pledging | Directors may pledge only with prior approval from General Counsel; options/RSAs/RSUs excluded from pledging; no pledging by Peters is disclosed |
Governance Assessment
- Board effectiveness: Peters is a long-tenured independent director with leadership as Lead Independent Director, chairs two governance-critical committees (Cybersecurity; Nominating & Corporate Governance), and is designated an Audit Committee financial expert—supporting strong oversight across technology risk and governance .
- Independence, attendance, and engagement: Independent under NYSE/SEC; Board met six times in 2024 with ≥75% attendance by each director; four executive sessions; all directors attended the 2024 AGM—indicators of engagement and effective oversight cadence .
- Incentives and alignment: 2024 director compensation blended cash ($81,209) and options ($182,754 fair value); policy change in 2025 shifts directors to time-based RSAs ($200,000 initial and annual grants) with one-year/next-AGM vesting; ownership guidelines at 4x cash retainer and compliance reported—aligns interests but shifts equity from options to RSAs reduces performance leverage relative to prior options .
- Conflicts and related-party exposure: No related-person transactions reported for 2024; no family relationships among directors or executives; hedging prohibited and pledging tightly controlled—low observed conflict risk .
RED FLAGS
- None disclosed related to Peters: no related-party transactions, no hedging/pledging disclosures, and no other public-company interlocks cited .
Notes
- Indemnification: Calix provides director/officer indemnification to fullest extent under Delaware law .