Michael Weening
CALIXAbout Michael Weening
Michael Weening, 56, is President and CEO of Calix (since Oct 2022) and a director (since 2023). He previously served as President & COO, EVP/COO, and EVP roles at Calix after joining in 2016, and earlier held senior leadership roles at Salesforce, Bell Mobility, and Microsoft. He holds a BA in Business Administration from Brock University . Under his leadership in 2024, Calix saw record gross margin expansion, 34% YoY growth in remaining performance obligations (RPO), 18th consecutive quarter of positive free cash flow, and a return to sequential growth in 2H after an industry-wide 1H demand slowdown; however, non-GAAP operating income fell to $31M and TSR declined versus 2023, reflecting mixed execution against challenging end-market conditions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Calix | President & CEO | Oct 2022–Present | Leads strategy and day-to-day performance; deep telecom/networking background |
| Calix | President & COO; EVP/COO; EVP Global Operations; EVP Field Ops/Sales/Marketing | 2016–Sep 2022 | Scaled operations and go-to-market through multiple leadership roles |
| Salesforce | SVP, Global Customer Success & Services; SVP, Customer & Sales Growth (Japan/APAC) | 2012–2016 | Drove customer success and APAC growth initiatives |
| Bell Mobility (Canada) | VP, Business Sales | 2009–2012 | Led B2B sales organization |
| Microsoft (Canada/UK) | Various sales leadership roles | Prior to 2009 | Enterprise sales leadership across geographies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Fixed Compensation (2024)
| Item | Amount | Notes |
|---|---|---|
| Base salary | $560,000 | Unchanged vs 2023 |
| Target bonus (revenue/non-GAAP OI component) | $840,000 (150% of salary) | Measured quarterly; separate gross margin pool has no fixed target |
| Actual cash incentive paid | $834,913 | Aggregate 98.5% of target, plus $7,513 from gross margin pool |
| Total reported compensation | $8,265,659 | Summary Compensation Table total |
Performance Compensation
- Annual cash incentive plan design (2024): Quarterly revenue (50%) and non-GAAP operating income (50%), capped at 110% of target; separate quarterly non-GAAP gross margin pool funds 25% of dollars above target; payouts subject to individual performance discretion (none applied in 2024) .
- Equity: 100% performance-based stock options (PSOs) in 2024; metrics were non-GAAP operating income and bookings (Plan #1, 75% value, each 50%) and bookings (Plan #2, 25% value). Earned options vest 25% at first anniversary, remainder quarterly over 36 months; exercise price $34.26 (Feb 8, 2024 grants) .
| Component | Metric | Weighting | Target | Actual/Result | Payout/Earned |
|---|---|---|---|---|---|
| Cash bonus | Quarterly revenue and non-GAAP op income | 50%/50% | Quarterly targets set by plan | Q1 92.3% fund; Q2 94.5%; Q3 105.5%; Q4 101.7% | 98.5% of target aggregate |
| Cash bonus | Non-GAAP gross margin pool | Incremental | Quarterly targets | Above target in Q2, Q3; below in Q1, Q4 | $7,513 paid to CEO |
| PSOs Plan #1 (75%) | Non-GAAP op income; Bookings | 50%/50% | Threshold 80%, Target 100%, Max 120% (op income threshold/target/max: $65.68M/$82.10M/$98.52M) | Op income < threshold; bookings < target | 47.9% of target PSOs |
| PSOs Plan #2 (25%) | Bookings | 100% | Threshold 90%, Target 100% (capped at 100%) | Below target (≥90%) | 91.8% of target PSOs |
| PSOs (combined) | — | — | — | — | 58.9% of total target PSOs |
| 2024 PSOs earned (CEO) | Shares | Exercise price | Vesting |
|---|---|---|---|
| Plan #1 earned | 125,737 | $34.26 | 25% after 1 year; remainder quarterly over 36 months |
| Plan #2 earned | 80,325 | $34.26 | Same as above |
| Total 2024 PSOs | 206,062 | $34.26 | Same as above |
Additional equity features:
- Certain time-based options granted per 2019 letter agreements (2019–2023) have a two-year holding period on exercised shares, further aligning long-term ownership .
- No option repricing without stockholder approval; minimum 1-year vesting standard; dividends only if awards vest; clawbacks apply to NEO awards .
Equity Ownership & Alignment (as of March 11, 2025)
| Ownership measure | Amount |
|---|---|
| Common stock owned | 15,812 shares |
| Total beneficial ownership | 1,953,213 shares |
| % of outstanding shares | 2.85% |
| Pledged shares | Employees are prohibited from pledging company stock; hedging prohibited |
| Insider purchase plans | Not eligible for Nonqualified ESPP; executives may participate in qualified ESPP (general disclosure) |
Selected outstanding CEO option grants and terms:
- 2024 PSOs earned: 125,737 and 80,325 (unearned/vesting per schedule); exercise price $34.26; expire 2/8/2034 .
- 11/27/2023: 30,000 exercisable / 90,000 unexercisable; $37.80; expires 11/27/2033; shares from these grants subject to two-year post-vest holding upon exercise .
- 10/28/2022: 150,000 exercisable / 150,000 unexercisable; $73.12; expires 10/28/2032 .
- Older grants (2019–2021) remain outstanding per schedule .
Stock ownership guidelines: Non-employee directors must hold ≥4x annual cash retainer; directors may pledge shares only with pre-approval; employees (including CEO) prohibited from hedging/pledging .
Employment Terms (CICSP)
| Scenario | Cash severance | Equity vesting | Health benefits | Other economics |
|---|---|---|---|---|
| Termination not in connection with Change in Control | 12 months base + prorated target bonus | 12 months of vesting acceleration | 12 months continuation (Canada Life for CEO) | Estimated total value: $1,461,328 (as of 12/31/24) |
| Double-trigger (within 60 days before/12 months after CIC) | 24 months base + 200% target bonus + prorated target bonus | 100% acceleration; 12-month post-termination option exercise window | 24 months continuation | Estimated total value: $3,778,368 (as of 12/31/24) |
- No excise tax gross-ups; benefits contingent on release of claims .
Board Governance (Director Service, Committees, Independence)
- Service history: Director since 2023; currently serves as a non-independent director (employee) .
- Board leadership: Carl Russo is non-executive Chairman (not independent); Kevin Peters is Lead Independent Director; seven of nine directors are independent, meeting NYSE standards .
- Committee roles: No committee assignments for Weening (employee-director); all committees comprised solely of independent directors .
- Meeting attendance: Board met 6 times in 2024; all directors attended ≥75% of meetings; executive sessions held regularly .
- Director compensation: Employee directors (including CEO) receive no director fees; non-employee directors compensated in cash and equity; move to RSAs in 2025 .
Dual-role implications:
- Calix separates Chair and CEO roles, with an empowered Lead Independent Director and majority-independent board, which mitigates typical CEO/Chair concentration risks .
Additional Compensation Governance and Shareholder Feedback
- Say-on-pay support: 77.9% approval at 2024 annual meeting; committee made changes (capped gross margin metric for 2025; discretion up to ±20%; 2024 equity 100% PSOs) responsive to feedback .
- Independent advisors: CAP (2024) and Compensia (2025) retained; committee independent; no conflicts .
- Peer group used for 2024 pay design includes networking/software names; cash at roughly median, long-term equity broader range given 100% PSOs .
- Clawbacks adopted in 2019 and 2023; no option repricing; no guaranteed bonuses; no special retirement plans; employee hedging/pledging prohibited .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC; robust clawbacks; no repricing; no tax gross-ups; majority-independent board; employee hedging/pledging prohibited .
- Watch items: Heavy use of options increases overhang (company explicitly notes higher overhang given options vs RSUs); however, PSOs require both performance and stock appreciation and minimum 1-year vesting applies .
Performance & Track Record (select metrics)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Calix TSR (fixed $100 base in 2019) | $1,000 | $855 (PEO row, company TSR) | $546 | $436 |
| Peer group TSR (S&P 500 Communications Equipment) | $152 | $122 | $147 | $203 |
| Net income (millions) | $238 | $41 | $29 | $(30) |
| Non-GAAP operating income (millions) | $96 | $99 | $123 | $31 |
Narrative highlights: 2024 saw record gross margin expansion, +34% RPO, 18th straight quarter of positive free cash flow, sequential growth in 2H; offset by 1H revenue pressure and lower non-GAAP operating income leading to below-target PSO outcomes .
Investment Implications
- Pay-for-performance alignment is high: 2024 equity was 100% PSOs with below-target (58.9%) realization given operating income underperformance, signaling tight linkage to financial outcomes and stock price appreciation .
- Insider selling pressure likely manageable: CEO has meaningful beneficial ownership (2.85% of shares) and certain grants carry a two-year post-vest holding period on exercised shares; employees are prohibited from hedging/pledging, reducing alignment risk and near-term sell pressure .
- Retention risk contained: Cash and equity mix skews to at-risk compensation; CIC economics are competitive but not excessive (no gross-ups; double-trigger; estimated CIC package ~$3.78M at 12/31/24), supporting continuity through strategic cycles .
- Governance considerations: Separation of Chair/CEO, Lead Independent Director, and majority-independent committees mitigate dual-role concerns; say-on-pay support (77.9%) and responsive plan design adjustments suggest constructive shareholder engagement .