Shane Eleniak

About Shane Eleniak

Shane Eleniak, 57, is Chief Product Officer at Calix (since Jan 2023), responsible for all products across appliances, platform, cloud, and managed services; he joined Calix in 2015 and holds a B.Sc. in Electrical Engineering from the University of Alberta . Company performance context during his tenure as a named executive officer: 2024 TSR index value was 436 vs peer group 203; net income was $(30) million and non-GAAP operating income was $31 million; management highlighted 18 consecutive quarters of positive free cash flow and 34% YoY growth in remaining performance obligations (RPO), underscoring durable cash generation despite H1 2024 revenue softness and H2 re-acceleration .

Past Roles

External Roles

No current public company board service for Mr. Eleniak is disclosed in the proxy .

Fixed Compensation

• 2024 base salaries were held flat YoY; Eleniak’s annual base salary remained $428,600 .
• 2024 target cash bonus: 75% of salary ($321,450) .
• 2024 actual cash incentive payout: $322,378 (aggregate 98.5% of target across plan components) .

Multi-year Summary Compensation

Program design notes:

• No guaranteed bonuses; no option repricing permitted; no significant perqs beyond an annual executive physical; no excise tax gross-ups; no hedging or pledging; no dividends on unvested equity; and limited contractual acceleration outside change-in-control .

Performance Compensation

Equity vehicle and structure (2024):

• All 2024 NEO equity was performance-based stock options (PSOs), earned on financial goals and requiring stock price appreciation to deliver value; any earned PSOs vest 25% at first anniversary of grant and the remainder quarterly over 36 months .
• Two plans granted 2/8/2024 at a $34.26 exercise price: Plan #1 (75% value) based on non-GAAP operating income (OI) and bookings (50%/50%); Plan #2 (25% value) based on bookings .

2024 Performance Framework and Outcomes (Eleniak)

2024 Grant and Earned Shares (Eleniak)

Cash incentive funding (2024):

• Quarterly revenue/non-GAAP OI component funded at 92.3%, 94.5%, 105.5%, 101.7% of target in Q1–Q4; non-GAAP gross margin funded in Q2–Q3; total payout 98.5% of target; no individual discretion applied .

Say‑on‑Pay and program changes:

• 2024 say‑on‑pay approval: 77.9%; for 2025 the company capped the previously uncapped gross margin metric, kept targets stable in 2024, added ±20% discretion to address unforeseen circumstances; all 2024 equity grants were PSOs .

Equity Ownership & Alignment

• Beneficial ownership: 825,401 shares (1.22% of outstanding) as of March 11, 2025; no separate breakdown disclosed for common vs options in the 60‑day window for Mr. Eleniak in the table .
• Pledging/hedging: Company policy prohibits employees (including NEOs) from hedging or pledging Calix stock; awards may not be pledged until vested; director pledging only by exception with prior approval (not applicable to employees) .
• Clawback: Executive compensation and equity subject to clawback under policies adopted in 2019 and 2023 (Dodd‑Frank/NYSE compliant) .

Selected outstanding equity awards (as of Dec 31, 2024)

Reference stock price: $31.47 on Mar 11, 2025; older options with exercise prices below this level (e.g., $6.95–$9.16) were in-the-money on that date .

Employment Terms

Calix Amended and Restated Executive Change in Control and Severance Plan (CICSP):

• Outside a change in control period (involuntary termination by company without cause, death or disability language excluded): 12 months base salary, pro‑rated target bonus, equity vesting credit for 12 months, and 12 months of health benefits .
• During the change in control period (60 days prior to through 12 months after a change in control) with a qualifying termination (double trigger): 12 months base salary for Eleniak; 100% of annual target bonus plus pro‑rated target bonus; 100% acceleration of all equity; 12 months health benefits (CEO terms are higher multiples) .
• No excise tax gross-ups; 12‑month post-termination option exercise window for qualifying CIC terminations; benefits contingent on signing a release .

Estimated severance values if terminated on Dec 31, 2024

Investment Implications

• Pay-for-performance alignment is strong: all 2024 equity was PSOs tied to non‑GAAP OI and bookings with no payout above target; realized equity for 2024 was 58.9% of target, and cash incentives paid at 98.5% of target, consistent with mixed operational results (negative GAAP net income but positive non‑GAAP OI) .
• Insider selling pressure: 2024 earned PSOs begin vesting 25% at 2/8/2025 with remaining quarterly vests; multiple legacy tranches are already vested and several older option grants are deeply in-the-money at the March 11, 2025 reference price, which can create periodic liquidity events as windows open, though hedging/pledging is prohibited and executive equity is subject to clawback .
• Retention and transition risk: Double-trigger CIC protection (1x salary, 1x target bonus, full acceleration) and standard severance (1x salary, pro‑rated bonus, 12‑month vesting credit) provide balanced retention without shareholder‑unfriendly tax gross‑ups; say‑on‑pay support (77.9%) indicates shareholder acceptance of structure despite dilution concerns from options-heavy usage .
• Governance and risk controls: No repricing, no dividends on unvested equity, prohibitions on hedging/pledging, and clawback policies lower governance risk and align incentives to long-term value creation .