Ingrid Burton
EXTREME NETWORKSAbout Ingrid J. Burton
Independent director at Extreme Networks since August 2019; age 63; B.A. in Mathematics with focus in Computer Science from San Jose State University; NACD Directorship Certification and CERT Cyber-Risk Oversight certificate (Carnegie Mellon SEI) . Tenure on EXTR board >6 years; affirmed independent under Nasdaq and SEC rules . Core credentials: marketing leadership, brand building, demand generation, AI/ML and cybersecurity literacy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantcast | Chief Marketing Officer | Nov 2020 – Mar 2022 | Led global marketing in ad-tech |
| H2O.ai | Chief Marketing Officer | Feb 2018 – Aug 2020 | Drove enterprise AI/ML adoption |
| Hortonworks | Chief Marketing Officer | Jul 2015 – Mar 2017 | Scaled data platform brand pre-merger |
| SAP | SVP, Technology & Innovation Marketing | Jan 2013 – Jun 2015 | Positioned enterprise innovation portfolio |
| Silver Spring Networks | CMO | Prior to 2013 (date not specified) | Smart grid marketing leadership |
| Plantronics | CMO | Prior to 2013 (date not specified) | Audio hardware brand leadership |
| Sun Microsystems | Various executive and senior marketing roles | ~20 years | Corporate marketing and branding |
| Groq | Marketing leader | May 2024 – Oct 2024 | AI inference go-to-market |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| FemtoAI (formerly Femtosense) | Director | Current | AI neuromorphic computing |
| Luminous.AI | Advisor | Since Oct 2022 | AI risk and audit software |
| Dataiku | Advisor | Jun 2021 – Mar 2024 | Enterprise AI |
| Fogo de Chão | Director | May 2022 – Oct 2023 | Restaurant chain (private) |
| Aerohive Networks | Director | Mar 2019 – Aug 2019 | Prior public company; acquired by EXTR |
No related-party transactions are disclosed for fiscal 2025; Audit Committee policy governs review/approval of any related person transactions .
Board Governance
- Board composition: 7 directors; majority independent; roles of CEO and Chair separated; Chair is independent (John C. Shoemaker) .
- Board meetings: 6 in fiscal 2025; no director attended fewer than 75%; all directors attended 2024 annual meeting; independent directors meet regularly in executive session .
- Committee memberships (as of June 30, 2025): Ingrid Burton—Nominating & Corporate Governance (member); not on Audit or Compensation .
- Committee activity: Audit held 9 meetings; Compensation 8; Nominating & Corporate Governance 4 .
- Nom Gov remit: director selection, governance guidelines, board/committee performance reviews, succession planning, oversight of governance risks .
| Committee | Role (Burton) | Chair? | Meetings FY2025 |
|---|---|---|---|
| Audit | Not a member | — | 9 |
| Compensation | Not a member | — | 8 |
| Nominating & Corporate Governance | Member | No | 4 |
Fixed Compensation (Director)
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $110,000 | Non-employee director retainer |
| Nom Gov Committee member fee (cash) | $5,000 | Committee membership fee |
| Total cash (Burton) | $115,000 | Matches retainer + committee fee |
| Board Chair premium (program change FY2025) | $100,000 | Increased from $70,000 effective Jul 1, 2024 |
Performance Compensation (Director)
| Grant Date | Award Type | RSUs (#) | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Nov 14, 2024 | Annual RSU | 13,354 | $215,000 | Earliest of 1-year anniversary or next annual meeting; or change-in-control; continued service required |
| Nov 12, 2025 | Annual RSU | 11,767 | Not disclosed | Vests on earlier of 1-year or next annual meeting (min 50 weeks) |
Directors receive time-based RSUs; no stock options or director PSUs disclosed; dividend equivalents on RSUs only payable upon vesting . Director stock ownership guideline: 5x annual Board retainer; all non-employee directors have met minimum requirements .
Other Directorships & Interlocks
| Company | Type | Relationship to EXTR | Potential Conflict |
|---|---|---|---|
| FemtoAI | Private | No disclosed transactions with EXTR | None disclosed |
| Luminous.AI | Private | Advisor role; no disclosed transactions | None disclosed |
| Dataiku | Private | Advisor role ended Mar 2024; no disclosed transactions | None disclosed |
| Fogo de Chão | Private | Prior board; no disclosed transactions | None disclosed |
| Aerohive Networks | Public (prior) | Prior board at company acquired by EXTR | Historical; no current conflict disclosed |
Compensation Committee interlocks: None in FY2025; no member was an officer/employee; no cross-board interlocks with EXTR executives disclosed .
Expertise & Qualifications
- Skills matrix: AI and cybersecurity, sales/marketing, executive leadership, strategic planning; public company board experience .
- Certifications: NACD Directorship Certification; CERT Cyber-Risk Oversight (Carnegie Mellon SEI) .
- Education: B.A. in Mathematics (Computer Science focus), San Jose State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Ingrid J. Burton (Director) | 93,517 | 0.07% (93,517 / 133,652,565) | As of Sep 17, 2025; includes RSUs vesting within 60 days |
| Shares Outstanding | 133,652,565 | — | Record date for 2025 annual meeting |
Unvested director RSUs as of Jun 30, 2025: 13,354 (Burton) . On Nov 12, 2025, 13,354 RSUs settled into common stock; 11,767 new RSUs granted; post-transactions beneficial ownership reported at 93,517 shares .
Insider Trades (Form 4)
| Date | Transaction | Quantity | Price | Post-Transaction Holdings |
|---|---|---|---|---|
| Nov 12–13, 2025 | RSU settlement (M) into common stock | 13,354 | $0 | 93,517 |
| Nov 12, 2025 | New RSU grant | 11,767 | $0 | — |
Governance Assessment
- Independence and engagement: Burton is independent and serves on the Nominating & Corporate Governance Committee, contributing to director selection, governance policies, and board performance oversight; attendance met Company expectations with no director below 75% and full attendance at the 2024 annual meeting .
- Alignment: Director pay mix is balanced—cash retainer plus time-based RSUs vesting annually; ownership guidelines at 5x retainer met by all non-employee directors; beneficial ownership reported and updated via Section 16 filings .
- Conflicts and related-party exposure: No related person transactions >$120,000 disclosed for FY2025; robust Related Person Transaction Policy in place; Insider Trading Program prohibits hedging and pledging, with pre-clearance requirements for insiders .
- Compensation governance: No committee interlocks; Compensation Committee uses independent consultant (Compensia) with no other services to EXTR; director compensation reviewed against peers; no options or repricing; director RSUs include best-practice provisions (no single-trigger except for non-employee directors in change-in-control; dividend equivalents not paid until vesting) .
- Signals: Governance structure separates Chair/CEO; regular executive sessions; clear risk oversight cadence across committees; strong shareholder support on “Say on Pay” in 2024 (approx. 92% in favor) .
RED FLAGS: None disclosed—no pledging/hedging permitted; no related-party transactions for FY2025; Section 16 compliance reported (one late filing noted for CFO; none for Burton) .