Rajatish Mukherjee
CALIXAbout Rajatish Mukherjee
Rajatish Mukherjee, age 48, has served as an independent director of Calix since 2022. He serves on the Cybersecurity Committee and the Talent and Compensation Committee, bringing more than 20 years of product leadership across SMB-focused cloud platforms (Indeed, GoDaddy) and enterprise productivity (Google, Microsoft). He holds a joint MBA from UC Berkeley Haas and Columbia Business School and a Bachelor’s in Computer Science & Engineering from Jadavpur University. His current Class II board term runs through the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indeed | EVP & GM, Employer | Feb 2022 – Feb 2025 | Led product and go-to-market for global employer ecosystem |
| Indeed | GM, SMB | Feb 2022 – Feb 2024 | Oversaw SMB product growth and international markets |
| Indeed | SVP, Product | Jun 2016 – Feb 2022 | Scaled SMB-focused product portfolio |
| GoDaddy | SVP, Product | 2013 – 2016 | Led product; executed multiple acquisitions for SMB customers |
| Google (Enterprise Platform) | Product Management lead (Domains for Google Apps; Google Drive enterprise) | 2011 – 2012 | Enterprise platform product leadership |
| Microsoft (Online Services) | Senior Product Manager (Office 365 strategy) | 2008 – 2011 | Product and business strategy for Office 365 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No other current public company directorships |
Board Governance
- Independence: The Board determined Rajatish Mukherjee is independent under NYSE rules; 7 of 9 current directors are independent .
- Committees: Member, Talent and Compensation Committee (Chair: Christopher Bowick); Member, Cybersecurity Committee (Chair: Kevin Peters). All members of these committees are independent .
- Attendance and engagement: In 2024, the Board met six times; each director attended at least 75% of Board and assigned committee meetings. The Board held executive sessions without management at four regular meetings, with the Chairman presiding; independent director sessions were led by the Lead Independent Director .
- Board leadership: Kevin Peters serves as Lead Independent Director (from Aug 2024); Carl Russo is non-independent Chairman; Michael Weening is President & CEO .
- Committee interlocks: No compensation committee interlocks or insider participation were reported for 2024; no Calix executive served on another company’s board/compensation committee creating interlocks .
- ESG and governance oversight: Nominating & Corporate Governance oversees governance and ESG; Cybersecurity Committee oversees enterprise cyber risk and business continuity .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Base Board Retainer | 50,000 | Annual cash retainer for non-employee directors |
| Talent & Compensation Committee (non-chair) | 10,000 | Annual cash retainer for committee membership |
| Cybersecurity Committee (non-chair) | 5,000 | Annual cash retainer for committee membership |
| Total Cash Fees (2024) | 65,000 | Matches fees earned for Mukherjee |
- 2025 changes (effective Apr 1, 2025): Base retainer increases to $60,000; Lead Independent Director retainer to $35,000; Nominating & Corporate Governance chair to $12,000; non-chair to $5,500 .
Performance Compensation
| Equity Component | Grant Value/Accounting | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| Annual director option grant (2024) | $182,754 grant date fair value recognized; policy targets $200,000 value per annual grant | 100% vests on earlier of one-year from grant or day before next annual meeting | All director option awards accelerate upon a change in control | Non-employee director awards in 2014–2024 granted as stock options |
| Policy change (2025) | Switch to RSAs for non-employee directors; $200,000 per initial/annual grant, prorated for start date | 100% vests on earlier of one-year from grant or day before next annual meeting | RSA program under 2019 Plan; director awards subject to plan limit | |
| Plan limits | Current cap $750,000 grant-date fair value per director per calendar year; proposed increase to $1,500,000 under 2019 Plan amendment (subject to stockholder approval) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None for Mukherjee |
| Committee interlocks | None; no related transactions or interlocks disclosed for Talent & Compensation members in 2024 |
| Related-party transactions | None in 2024 above $120,000 involving directors/officers; Audit Committee policy requires approval of any related-party transactions |
Expertise & Qualifications
- Product and platform leadership for SMB, with global go-to-market oversight (Indeed EVP & GM, Employer; SMB and international growth) .
- Prior product roles at GoDaddy, Google enterprise platforms, and Microsoft Office 365 strategy, aligning with Calix’s platform and managed services strategy .
- Education: Joint MBA (UC Berkeley Haas & Columbia); Bachelor’s in Computer Science & Engineering (Jadavpur University) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 25,201; represents less than 1% of outstanding shares |
| Options held (shares underlying options) | 25,201 (non-employee director options outstanding) |
| Ownership guidelines | Directors must hold ≥4x annual cash retainer; all current directors are in compliance and above guideline |
| Pledging/Hedging policy | Directors may pledge holdings only under pre-approved guidelines; hedging and short sales prohibited for officers, directors, employees |
Governance Assessment
- Strengths:
- Independent director with deep SMB cloud product expertise; committee service on Compensation and Cybersecurity enhances board oversight in human capital and cyber risk .
- Attendance and engagement above minimum thresholds; Board holds regular executive and independent director sessions, supporting robust oversight .
- No related-party transactions; compensation committee free of interlocks; independent advisor retained for compensation decisions .
- Director ownership guidelines in place and met; equity-based director pay aligns interests with stockholders .
- Watch items / potential red flags:
- Proposed increase to director equity award cap from $750,000 to $1,500,000 under the 2019 Plan could enable higher director equity grants over time; monitor pay inflation risk and rationale (e.g., non-executive chair demands) .
- Director pledging permitted under pre-approved guidelines; while controlled, pledging can pose alignment and liquidity risks—monitor any pledging disclosures (none reported) .
- Broader compensation program changes sit with Talent & Compensation Committee; investors should continue to track say‑on‑pay outcomes (77.9% approval in 2024) and responsiveness to shareholder feedback on metrics and discretion .