Edward Kennedy
EXTREME NETWORKSAbout Edward H. Kennedy
Edward H. Kennedy, age 70, has served as an independent director of Extreme Networks since April 2011, and currently sits on the Audit and Compensation Committees where he is designated an “audit committee financial expert.” He holds a B.S. in electrical engineering from Virginia Tech and brings extensive executive leadership experience across networking and telecommunications, including CEO, president, and M&A roles. Kennedy is a member of NACD and has been recognized for financial and operational expertise in technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kenko Partners | Principal | Sep 2018–present | Investment/consulting focus on technology and real estate |
| Cenx, Inc. | President & CEO | Jun 2017–Sep 2018 | Led service orchestration solutions; company acquired by Ericsson in 2018 |
| Tollgrade Communications | Chairman, CEO & President | Jun 2010–Apr 2017 | Took company private; divested Smart Grid to Hubbell (Aclara) and Telco to Enghouse Systems |
| Rivulet Communications | CEO & President | 2007–2010 | Led medical video networking; sold to NDS Surgical Imaging in 2010 |
| Tellabs | EVP; President, North America | 2002–2004 | Optical network technology operations leadership |
| Ocular Networks | Co‑founder; CEO & President | 1999–2002 | Built and exited to Tellabs in 2002 |
| Alcatel (Data Networks) | Executive roles | Prior to 1999 | Telecom equipment executive experience |
| Newbridge Networks | Executive roles | Prior to 1999 | Digital networking executive experience |
| Columbia Capital | Venture Partner | 2005–2007 | Advised investments into portfolio companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motionworks | Director | May 2023–Dec 2024 | Predictive population intelligence; board service concluded in 2024 |
| Visual Networks (public) | Director | 2002–2006 | Public board; company acquired by Fluke in 2006 |
| Avizia (private) | Director | 2014–2018 | Merged with American Well in 2018 |
| Hatteras Networks (private) | Director | 2005–2011 | Merged with Overture |
| Imagine Communications (private) | Director | 2007–2010 | Acquired by Harris Broadcast |
| GridWise Alliance | Board Member | 2013–2017 | Energy system modernization advocacy |
| Virginia Tech | Dean of Engineering Advisory Committee | Current | Engineering advisory role |
| Villanova University | Executive Parent Board | 2015–2025 | University governance advisory |
| Flint Hill School | Trustee | 2011–2020 | Private school trustee service |
| NACD | Member | Since 2017 | Corporate governance professional association |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO are independent under Nasdaq and SEC rules; Kennedy is independent .
- Committees: Audit (member; financial expert), Compensation (member); Audit Chair is Raj Khanna, Compensation Chair is Charles Carinalli .
- Meeting cadence: FY2025 Board met 6 times; Audit 9 meetings; Compensation 8 meetings; Nom Gov 4 meetings .
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings in FY2025; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session chaired by the independent Board Chair .
Fixed Compensation
| Component ($USD) | FY 2024 | FY 2025 |
|---|---|---|
| Board Annual Retainer | $110,000 | $110,000 |
| Audit Committee Member Fee | $12,500 | $12,500 |
| Compensation Committee Member Fee | $10,000 | $10,000 |
| Chair/Lead Independent Director Fees | $0 (not Chair) | $0 (not Chair) |
| Total Cash Earned | $132,500 | $132,500 |
Notes:
- Board Chair fee increased from $70,000 to $100,000 effective FY2025; not applicable to Kennedy .
Performance Compensation
| Equity Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director RSU Grant (Grant-date fair value) | $215,000 | $215,000 |
| RSUs Granted (#) | 12,975 (granted Nov 8, 2023) | 13,354 (granted Nov 14, 2024) |
| Vesting | Earliest of 1-year from grant, next annual meeting, or change in control; service-based | Earliest of 1-year from grant, next annual meeting, or change in control; service-based |
| Performance metrics tied to director equity | None (director RSUs are time-based; no PSU metrics) |
Change-in-control treatment:
- Non-employee director awards vest in full upon a Change in Control; awards for directors are single-trigger for CiC .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| Visual Networks | Public (historical) | Director | No related-party transactions disclosed with EXTR |
| Motionworks | Private | Director (ended 2024) | None disclosed |
| Avizia; Hatteras Networks; Imagine Communications | Private | Director | None disclosed |
- Related-party transactions: The proxy reports no related-party transactions over $120,000 in FY2025 involving directors or their immediate families; a formal Related Person Transaction Policy is administered by the Audit Committee .
Expertise & Qualifications
- Financial, audit and internal controls expertise; designated Audit Committee financial expert .
- Executive leadership across telecom/networking; extensive M&A and strategic transaction experience .
- Technical credentials in electrical engineering (B.S., Virginia Tech) .
- Governance credentials via NACD membership .
Equity Ownership
| Metric | As of FY 2024 | As of FY 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 637,691 | 626,045 |
| Percent of Shares Outstanding | <1% | <1% |
| Unvested RSUs Outstanding | 12,975 | 13,354 |
| Compliance with Director Ownership Guidelines (≥5x annual retainer) | All non-employee directors met guidelines | All non-employee directors met guidelines |
| Hedging/Pledging of Company Stock | Prohibited by Insider Trading Program; pre-clearance required | Prohibited; pre-clearance; quarterly blackout periods |
Governance Assessment
- Strengths: Independent status; dual committee service with audit financial expert designation; solid attendance; clear, simple director pay program with balanced cash/equity and service-based vesting; strong stockholder support on Say-on-Pay (≈96% in 2023; ≈92% in 2024) indicating investor confidence in compensation governance .
- Alignment: Director ownership guidelines at 5x retainer met by all directors; annual RSU grants align value with stock performance over time; hedging and pledging prohibited; clawback policy adopted per SEC/Nasdaq requirements .
- Conflicts/Red Flags: No related-party transactions reported for FY2025; no excise tax gross-ups; compensation committee interlocks absent; single-trigger acceleration for directors on change-in-control noted (typical for director awards) .
Total FY2025 director compensation for Kennedy was $347,500, comprised of $132,500 cash and $215,000 RSU grant-date value (ASC 718), consistent with prior year .