Michael Berry
CALIXAbout Michael J. Berry
Independent director nominee (effective May 8, 2025); age 61; appointed to succeed Eleanor Fields. Background spans 30+ years as finance and operations executive: EVP/CFO at NetApp (Mar 2020–Mar 2025), EVP/CFO at McAfee (Feb 2017–Mar 2020), EVP/CFO/COO at FireEye, EVP/CFO at Informatica, and leadership roles at IO Data Centers, SolarWinds, and i2 Technologies. Serves on Rapid7’s board as audit committee chair. Education: MBA (University of St. Thomas) and BA in Finance (Augsburg University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp, Inc. | EVP & Chief Financial Officer | Mar 2020–Mar 2025 | Led finance through cloud/software transition |
| McAfee LLC | EVP & Chief Financial Officer | Feb 2017–Mar 2020 | Enterprise/security finance leadership |
| FireEye | EVP, CFO & COO | Not disclosed | Combined finance/operations oversight |
| Informatica | EVP & CFO | Not disclosed | Data/software CFO experience |
| IO Data Centers; SolarWinds; i2 Technologies | Finance and operations leadership | Not disclosed | Global software/appliance operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rapid7, Inc. | Independent Director | Current | Audit Committee Chair |
Board Governance
- Independence: Board determined Berry is independent under NYSE and SEC rules .
- Committee assignments: Expected to join Audit Committee as “audit committee financial expert” and Strategic Committee upon term commencement .
- Board structure: Lead Independent Director (Kevin Peters) and executive sessions at 4 regular meetings in 2024 .
- Attendance baseline: In 2024, the Board met six times, with each director attending ≥75% of Board and relevant committee meetings; all directors attended 2024 annual meeting (Berry not yet serving) .
Fixed Compensation
| Component | Amount (Annual) | Notes |
|---|---|---|
| Base Board Retainer | $60,000 | Increased effective Apr 1, 2025 from $50,000 . |
| Audit Committee (member, non-chair) | $12,500 | Annual cash retainer . |
| Strategic Committee (member, non-chair) | $5,000 | Annual cash retainer . |
| Lead Independent Director | N/A | $35,000 if applicable; Berry not lead . |
| Committee Chair Fees | N/A for Berry | Audit Chair $35,000; Talent Chair $20,000; Nominating Chair $12,000; Cybersecurity Chair $10,000; Strategic Chair $10,000 . |
- Equity form: Directors receive Restricted Stock Awards (RSAs), not options, effective at the 2025 annual meeting; initial and annual grant value is $200,000, vesting 100% at next annual meeting or one-year anniversary .
- Annual director equity limit: Plan increases the cap to $1,500,000 grant-date fair value (subject to Proposal 2 approval) .
Performance Compensation
- Directors do not have performance-based cash or equity; RSAs vest time-based over ~one year. No TSR/operational metrics apply to director equity .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Conflict Considerations |
|---|---|---|---|
| Rapid7, Inc. | Cybersecurity software | Director; Audit Chair | No disclosed related-party dealings with Calix; Board affirmed independence; related-party transactions: none in 2024 . |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; deep CFO experience in public software/security firms .
- Technology/security: Leadership across cloud, software, security appliances; operational scale experience .
- Governance: Audit chair experience; independent status under NYSE/SEC .
Equity Ownership
| Date | Security | Amount | Status |
|---|---|---|---|
| Mar 11, 2025 | Common Stock | — | Nominee; not yet serving; beneficial ownership table shows no holdings . |
| May 8–12, 2025 | Common Stock (director grant) | 4,689 shares | Reported on Form 4 following initial RSA grant; subject to one-year vesting; direct ownership indicated . |
- Shares outstanding baseline: 66,648,716 (context for % ownership; Calix proxy) .
- Ownership guidelines: Directors must hold stock valued at ≥4x annual board cash retainer, with compliance expected within 5 years; Calix states current directors are in compliance; Berry will have a 5-year runway as a new director .
- Pledging policy: Directors may pledge holdings under pre-approved guidelines (potential red flag compared to stricter no-pledge regimes); employee/NEO hedging/pledging prohibited separately .
Insider Trades
| Filing Date | Trade/Grant Date | Form | Transaction | Shares | Notes |
|---|---|---|---|---|---|
| May 12, 2025 | May 8, 2025 | Form 4 | Award/Initial grant upon board service | 4,689 | Restricted Stock Award consistent with 2025 policy; vesting at next annual meeting or one-year anniversary . |
Governance Assessment
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Strengths:
- Independent director with audit committee financial expert credentials; deep CFO tenure in relevant tech/security sectors .
- Clear committee placement on Audit and Strategic; Board demonstrates robust committee cadence (Audit 11x; Talent 6x; Cyber 4x; Strategic 4x in 2024) and executive sessions .
- Director equity now RSAs with minimum vesting and no repricing without shareholder approval; annual director equity limit governance set in plan; clawbacks robust for executives; no related-party transactions in 2024 .
-
Watch items / RED FLAGS:
- Director pledging permitted under pre-approval—monitor for any pledges by Berry (none disclosed); pledging can undermine alignment during stress .
- Increase in director equity cap to $1.5M (if approved) raises potential for outsized director pay; monitor actual grants and rationale .
- Calix’s equity overhang is structurally higher due to option-heavy culture; while not director-specific, dilution sensitivity warrants ongoing oversight .
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Alignment signals:
- Immediate RSA grant and ownership guideline (4x retainer) foster skin-in-the-game; Berry’s Form 4 confirms initial holdings .
- Board attendance and executive session practices support effective oversight (Berry’s attendance to be evaluated beginning 2025) .
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Independence and conflicts:
- Independence affirmed; no disclosed related-party or interlocks posing conflicts. Rapid7 directorship is outside Calix’s customer/supplier footprint; Audit chair role at Rapid7 enhances oversight credibility at Calix .