Charles Carinalli
EXTREME NETWORKSAbout Charles P. Carinalli
Independent director since October 1996 (age 77). Carinalli is Principal of Carinalli Ventures (since January 2002) and previously held senior engineering and executive roles, including SVP & Chief Technical Officer at National Semiconductor (1970–1996), President/CEO at WaveSpan Corporation (1996–1999), and CEO at Adaptive Silicon (1999–May 2002). He holds a B.S. in Electrical Engineering from UC Berkeley and an M.S. in Electrical Engineering from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Semiconductor Corporation | SVP & Chief Technical Officer | 1970–1996 | Led engineering; technology and product development oversight |
| WaveSpan Corporation | President, CEO, Director | Dec 1996–Jul 1999 | Led wireless broadband access systems until acquisition by Proxim |
| Adaptive Silicon, Inc. | CEO & Director | 1999–May 2002 | Semiconductor products development leadership |
| Clearwater Communications, Inc. | Director | 2000–2001 | Telecommunications oversight (private company) |
| Algorithmic Intuition, Inc. | Director | 2020–2023 | Medical electronics (private); governance oversight |
| Dhaani Systems | Director | 2009–2023 | IT energy management (private); board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carinalli Ventures | Principal | Jan 2002–present | Advisor/investor; technology expertise |
| Fairchild Semiconductor International, Inc. | Director | 2002–2016 (acquired by ON Semiconductor in 2016) | Public semiconductor board experience |
| Atmel Corporation | Director | 2008–2016 (acquired by Microchip Technology in 2016) | Public semiconductor board experience |
Board Governance
- Independence: Independent director; no family relationships with executive officers .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance (Nom Gov) Committee .
- Attendance: Board met 6 times in FY2025; no director attended fewer than 75% of board/committee meetings; all current directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee held 8 meetings; Nom Gov held 4; Audit held 9 (Carinalli not on Audit) .
- Compensation oversight: Committee uses independent consultant Compensia; Compensia provides no other services to the company .
- Interlocks: No compensation committee interlocks; no member was an officer/employee during FY2025 .
- Executive sessions: Independent directors meet regularly in executive session .
Committee Assignments (as of June 30, 2025)
| Name | Audit Committee | Compensation Committee | Nom Gov Committee |
|---|---|---|---|
| Charles P. Carinalli | — | Chair | Member |
Fixed Compensation
- Program structure (FY2025): Cash retainer $110,000 for board service; committee member fees—Audit $12,500, Compensation $10,000, Nom Gov $5,000; chair fees—Audit Chair $30,000, Compensation Chair $20,000, Nom Gov Chair $12,000; Board Chair $100,000 .
- Carinalli FY2025 compensation: Cash fees $135,000; stock awards (RSUs grant-date fair value) $215,000; total $350,000 .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Director Fees Earned or Paid in Cash ($) | 135,000 | 135,000 |
| Stock Awards ($) (grant-date fair value) | 215,000 | 215,000 |
| Total ($) | 350,000 | 350,000 |
Performance Compensation
- Equity form: Annual RSU award sized at $215,000 divided by stock price at the annual meeting; grants vest upon the earlier of one year, next annual meeting, or change in control (subject to service) .
- FY2025 grant: 13,354 RSUs granted on November 14, 2024 (company annual meeting) .
| Grant Date | RSUs (#) | Grant Value ($) | Vesting Condition | Notes |
|---|---|---|---|---|
| Nov 14, 2024 | 13,354 | 215,000 | Earliest of one-year anniversary, next annual meeting, or change in control; continuous service required | Same structure across non-employee directors |
| Nov 8, 2023 | 12,975 | 215,000 | Same as above | FY2024 reference |
- Plan protections: Non-employee director annual total (cash + equity grant-date value) capped at $750,000; explicit prohibition on option/SAR repricing without stockholder approval .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed besides EXTR |
| Prior public company boards | Fairchild Semiconductor (2002–2016); Atmel Corporation (2008–2016) |
| Interlocks/related roles | No compensation committee interlocks in FY2025 |
| Related-party transactions | None over $120,000 in FY2025; formal related-person transaction policy under Audit Committee oversight |
Expertise & Qualifications
- Engineering and engineering management; product development; strategic planning; risk management .
- Deep semiconductor industry experience; former CTO of a major analog semiconductor company .
- Governance credentials: Long tenure at EXTR; chair of Compensation Committee; Nom Gov committee member .
Equity Ownership
- Ownership guidelines: Non-employee directors must own at least 5× annual board retainer; all have met minimum requirements .
- Insider policy: Directors prohibited from speculative transactions (short sales, options/derivatives, hedging); pre-clearance required for open-market transactions .
| Metric | Sep 17, 2024 | Sep 17, 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 376,793 | 380,147 |
| Percent of Class (%) | <1% | <1% |
| RSUs Vesting Within 60 Days (#) | 12,975 | 13,354 |
| Shares Outstanding (for calc) | 132,046,287 | 133,652,565 |
Governance Assessment
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Signals supporting investor confidence:
- Independent director with extensive engineering/technology background; chairs Compensation Committee and serves on Nom Gov—aligns skills with oversight responsibilities .
- Strong committee process: Compensation Committee met 8 times; engages independent consultant (Compensia) with no other services to EXTR .
- Shareholder support: ~92% “Say on Pay” approval at November 2024 meeting, indicating broad endorsement of compensation oversight .
- Ownership alignment: 5× retainer guideline met; annual RSU grants vest on service/next meeting; no hedging/speculative transactions allowed .
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Potential risk indicators/RED FLAGS to monitor:
- Very long tenure (director since 1996) can draw scrutiny regarding independence and refreshment; mitigate via active Nom Gov evaluations and multi-committee engagement .
- Change-in-control accelerated vesting for director RSUs can be perceived as entrenchment if not balanced by robust performance oversight; note plan cap and no option repricing provisions .
- No material related-party transactions disclosed in FY2025; continue monitoring for any future conflicts via the Related Person Transaction Policy .
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Compensation structure analysis:
- Mix unchanged FY2024→FY2025: Cash $135k, equity $215k, total $350k; shift driven by standardized RSU grant sizing and unchanged committee roles/fees for Carinalli .
- Program governance safeguards include non-employee director cap ($750k) and anti-repricing rules .
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Procedural note: An attempt to retrieve Form 4 insider transactions for Charles Carinalli (2024–2025) encountered an authorization error; the above ownership relies on proxy disclosures and may lag recent transactions .
Compensation Committee Analysis
- Members: Holmgren, Carinalli (Chair), Kennedy, Shoemaker; all independent; non-employee directors under Rule 16b-3 .
- Consultant: Compensia (independent; no other services); advises on peer group, metrics, mix, and regulatory developments .
- Delegation: Limited RSU grant delegation to management for VP and below (within ranges), with quarterly reporting to the committee .
- Meetings: Eight in FY2025; oversees compensation philosophy, risk management arising from pay programs .