Ed Meyercord
EXTREME NETWORKSAbout Ed Meyercord
Edward B. Meyercord is President and Chief Executive Officer of Extreme Networks (EXTR) and a director since 2009; he became CEO in April 2015 and previously served as Board Chair from March 2011 to August 2015. He holds a B.A. in economics from Trinity College and an M.B.A. from NYU Stern, with prior CEO roles across telecom and healthcare IT and earlier investment banking experience at Salomon Brothers . Fiscal 2025 performance under his tenure: Net Revenues $1,140.1 million (+2% YoY), GAAP gross margin 62.2%, non-GAAP operating margin 14.2%, non-GAAP net income $112.4 million, and operating cash flow $152.0 million; TSR value of a $100 investment from 2020 to FY2025 reached $413.44 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Critical Alert Systems, LLC | Chief Executive Officer & Director | 2011–2015 | Led privately-held software-driven healthcare IT company |
| Cavalier Telephone, LLC | Chief Executive Officer, President & Director | 2006–2009 | Led voice, video and data services provider |
| Talk America Holdings, Inc. | Chief Executive Officer, President & Director | 1996–2006 | Led publicly-traded telecom services company |
| Salomon Brothers Inc. | Vice President, Investment Banking | 1993–1996 | Corporate finance and M&A experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Extreme Networks | Director; Chair (prior) | Director since 2009; Chair 2011–Aug 2015 | Currently CEO and director; not independent |
| Tollgrade Communications, Inc. | Director | Aug 2009–May 2011 | Public telecom technology company (prior) |
| SpayFirst | Director | Since 2017 | Non-profit board role |
Fixed Compensation
Multi-year compensation overview (CEO):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 840,000 | 840,000 |
| Non-Equity Incentive (EIP) Paid ($) | 1,124,760 | 183,456 | 981,162 |
| Stock Awards Grant-Date Fair Value ($) | 14,190,565 | 13,923,634 | 11,116,724 |
EIP target and payouts (FY2025, CEO):
| Half | Base Pay ($) | Target Bonus (% of Base) | Performance Factor | EIP Paid ($) |
|---|---|---|---|---|
| H1 FY2025 | 420,000 | 130% | 94.8% | 517,608 |
| H2 FY2025 | 420,000 | 130% | 84.9% | 463,554 |
| Full FY2025 | — | — | 89.9% overall | 981,162 |
Performance Compensation
FY2025 EIP metrics and attainment (Second Half period):
| Metric | Target ($mm) | Actual ($mm) | Attainment (%) | Payout Scale (%) | Weight |
|---|---|---|---|---|---|
| Bookings (ACV) | 571.5 | 540.7 | 94.6 | 82.1 | 30 |
| Net Revenue | 613.0 | 591.5 | 96.5 | 88.3 | 30 |
| EBITDA | 121.4 | 112.0 | 92.3 | 84.5 | 40 |
| Weighted Payout | — | — | — | 84.9 | — |
FY2025 long-term equity awards (granted 8/15/2024):
| Award Type | Threshold (#) | Target (#) | Max (#) | Grant-Date FV ($) | Vesting / Performance |
|---|---|---|---|---|---|
| PSUs (relative TSR vs. Russell 2000) | 86,641 | 346,567 | 519,850 | 5,966,738 | 3-year TSR, 1/3 potential earn in Y1 & Y2; 25–150% payout range |
| RSUs | — | 346,567 | — | 5,149,986 | 1/3 on 8/15/2025; 1/12 quarterly thereafter |
PSU outcomes/tracking:
- August 2022 PSUs: earned at 150% of target for full 3-year period ending 8/15/2025; interim tranches earned at 100% in years 1 and 2 .
- August 2023 PSUs: tracking at 0% for full 3-year period as of 6/30/2025; interim tranches certified at 0% for year 1 and 2 .
- August 2024 PSUs: first tranche certified at 100% for 1-year period ended 8/15/2025 .
Option exercises and stock vested (FY2025):
| Metric | Shares | Value Realized ($) |
|---|---|---|
| Options Exercised (CEO) | 357,250 | 3,086,988 |
| Stock Awards Vested (CEO) | 677,807 | 10,120,060 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,311,975 shares; 1.7% of outstanding |
| Ownership components (60-day window at 9/17/2025) | Includes 424,573 options exercisable and 40,616 RSUs vesting within 60 days |
| Stock Ownership Guidelines | CEO must hold ≥5× base salary; 5-year compliance window; unearned awards excluded |
| Insider Trading/Alignment Policies | Hedging, short sales, options trading, and pledging are prohibited; pre-clearance required; blackout periods enforced |
Outstanding CEO equity awards (as of 6/30/2025):
| Award | Quantity (#) | Market Value ($) | Key Terms |
|---|---|---|---|
| Stock Options (Exercisable) | 496,023 | — | $6.70 strike; expires 8/28/2026; quarterly vesting schedule |
| RSUs (Aug 2022 grant) | 38,673 | 694,180 | 1/3 at 8/15/2022; 1/12 quarterly thereafter |
| RSUs (Aug 2023 grant) | 58,605 | 1,051,960 | 1/3 at 8/15/2023; 1/12 quarterly thereafter |
| RSUs (Aug 2024 grant) | 346,567 | 6,220,878 | 1/3 at 8/15/2024; 1/12 quarterly thereafter |
| PSUs (Aug 2022 series) | 386,538 | 6,938,357 | 3-year TSR with 25–150% payout range |
| PSUs (Aug 2023 series) | 35,145 | 630,853 | Tracking at 0% as of 6/30/2025 |
| PSUs (Aug 2024 series) | 519,851 | 9,331,325 | First tranche earned 100% at 8/15/2025 |
Note: Market values based on $17.95 closing price on 6/30/2025 .
Employment Terms
Key agreements and severance economics:
- Offer Letter (amended & restated 8/31/2016): base salary, target bonus eligibility, severance and equity treatment terms; immediate director resignation upon termination of employment .
- Non-CiC termination (without Cause or for Good Reason): 12 months base salary, pro-rated target bonus if last-quarter targets achieved, 12 months equity vesting acceleration, up to 12 months COBRA premiums .
- Change-in-Control Plan (CiC, double-trigger; CiC Period = from 3 months pre-signing to 18 months post-close): cash severance equal to 2× (salary + target bonus) plus prorated target bonus, COBRA cash equivalent for 24 months, 24 months outplacement; equity not assumed/continued accelerates at greater of target or actual; if assumed then full vest at separation with performance deemed ≥target .
Illustrative potential payments (as of 6/30/2025):
| Scenario | Salary ($) | Bonus ($) | Equity Acceleration ($) | COBRA ($) | Outplacement ($) |
|---|---|---|---|---|---|
| Termination w/o Cause (non-CiC) | 840,000 | — (quarter target not approved) | 5,164,169 | 33,564 | 15,643 |
| CiC; awards not assumed; no termination | — | — | 19,904,073 | — | — |
| CiC; termination w/o Cause or for Good Reason | 1,680,000 | 3,276,000 | 23,649,681 | 67,128 | 15,643 |
| Death/Disability (non-CiC) | 840,000 | — | 7,967,018 | — | — |
| Death/Disability during CiC Period | 1,680,000 | 3,276,000 | 23,649,681 | — | — |
Governance protections:
- No excise tax gross-ups; clawback compliant with SEC/Nasdaq; hedging/pledging prohibited; no option repricing without stockholder approval .
Board Governance
- Board service: Director since 2009; prior Chair 2011–2015; currently CEO + director (not independent), with an Independent Chair (John C. Shoemaker) and formal separation of Chair and CEO per Corporate Governance Guidelines .
- Committees: None for Meyercord; independent directors populate Audit, Compensation, and Nominating & Corporate Governance .
- Attendance: Board met six times in FY2025; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Dual-role implications: Independence concerns mitigated by separate Chair, regular executive sessions of independent directors, and requirement that the CEO resign his director seat upon termination of employment .
Director Compensation
- CEO receives no additional compensation for board service; non-employee directors receive $110,000 cash plus committee fees and annual RSUs sized at $215,000, vesting by next annual meeting or 1-year anniversary .
- FY2025 director compensation examples (Chair fee raised to $100,000 effective 7/1/2024); all non-employee directors met 5× retainer ownership guideline .
Performance & Track Record
- FY2025 highlights: Net Revenues $1.14B (+2% YoY), GAAP gross margin 62.2% (up from 56.5%), GAAP operating margin 1.5% (vs. -5.8% FY2024), non-GAAP operating margin 14.2%, non-GAAP net income $112.4M; operating cash flow $152.0M; cash $231.7M at year-end .
- Say-on-Pay: ~92% approval in November 2024, indicating favorable shareholder support for NEO compensation .
Equity Ownership & Alignment Details (Vesting cadence and potential supply)
- RSUs granted in Aug 2024 to CEO vest 1/3 at first anniversary and 1/12 quarterly thereafter, creating regular vesting events that may lead to tax-related share sales; insider policy requires pre-clearance and prohibits hedging/pledging .
- PSUs earned based on multi-year relative TSR; 2022 cohort paid at maximum, while 2023 cohort tracked at 0% as of 6/30/2025; 2024 first-tranche earned at 100% .
Employment Contracts & Restrictions
- CiC Plan defines “Change in Control” aligned with 409A; equity accelerated at greater of target/actual if not assumed; if assumed and later terminated, time-based awards vest fully and performance awards deemed achieved ≥target .
- No guarantees on compensation increases; limited perquisites; clawback policy adopted; independent compensation consultant (Compensia) advising Compensation Committee since FY2013 .
Investment Implications
- Pay-for-performance alignment: High at-risk mix with 50% of annual equity tied to 3-year relative TSR; EIP funded by ACV bookings, net revenue, and EBITDA with clear targets—supportive of value creation discipline .
- Retention risk and supply overhang: Significant scheduled RSU vesting and PSU outcomes can create periodic supply; however, insider trading controls, blackout windows, and prohibitions on hedging/pledging mitigate misalignment risks .
- Change-in-control economics: Double-trigger cash of 2× salary+target bonus plus prorated bonus and full equity acceleration if not assumed; this is competitive and may affect deal dynamics but lacks tax gross-ups—a governance positive .
- Governance structure: CEO serves as director but not Chair; Independent Chair and executive sessions strengthen oversight; requirement to resign board seat upon employment termination reduces dual-role entrenchment concerns .
- Shareholder sentiment: Strong Say-on-Pay support (~92%) and improved FY2025 margins and cash flow indicate investor acceptance of incentive design as performance improved .