John Shoemaker
EXTREME NETWORKSAbout John Shoemaker
Independent Chair of the Board at Extreme Networks since February 2017; director since October 2007. Age 82. Former EVP and General Manager at Sun Microsystems’ Computer Systems Division and EVP, Worldwide Operations; senior roles at Xerox including SVP, Worldwide Marketing. Education: B.A. in political science and business administration (Hanover College) and M.B.A. (Indiana University Kelley School of Business); Entrepreneur of the Year (Kelley School of Business, 2019) and honorary Doctor of Humane Letters (2019). Currently a consultant and mentor to technology executives; advisor/investor at TalentSky (since April 2023). Brings deep operational, management, financial, and hardware systems expertise to EXTR’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Microsystems | EVP, Worldwide Operations; EVP & GM, Computer Systems Division | 1990–2004 | Senior operating leadership across hardware systems |
| Xerox Corporation | Senior executive roles incl. SVP, Worldwide Marketing | Pre-1990 | Global marketing leadership and operational management |
| SonicWall (public at the time) | Director; Chair of the Board | 2004–2010 | Cybersecurity governance; chaired board 2007–2010 |
| Altera (public; acquired by Intel 2015) | Director | 2007–2015 | Semiconductor oversight; board governance through sale to Intel |
| NYRIAD (private) | Director | 2017–2025 | Software development company board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TalentSky (private) | Advisor/Investor | Since Apr 2023 | Early-stage career development platform engagement |
| Hanover College | Board of Trustees member | Ongoing | Higher education governance |
| Indiana University (Informatics, Computing & Engineering) | Dean’s Advisory Council member | Ongoing | Academic and technology advisory |
| Johnson Center for Entrepreneurship | Board member | Ongoing | Entrepreneurship guidance |
Board Governance
- Structure and independence: EXTR separates CEO and Board Chair; Shoemaker is Independent Chair with duties including chairing executive sessions, agenda input, investor communications, and ensuring time for board discussion .
- Committee assignments (FY2025): Nom Gov Committee Chair; Compensation Committee member. Board majority independent; Shoemaker classified independent .
- Meetings and attendance: Board met six times in FY2025; Audit (9), Compensation (8), Nom Gov (4). No director attended <75% of board/committee meetings; all current directors attended the 2024 annual meeting .
- Risk oversight: Audit oversees financial/cyber/compliance risks; Compensation oversees comp-related risk; Nom Gov oversees governance/succession; Shoemaker, as Chair, leads independent director executive sessions .
| FY2025 Committee Summary | Membership | Chair | Meetings |
|---|---|---|---|
| Audit | Kennedy, Holmgren, Khanna | Khanna | 9 |
| Compensation | Carinalli, Holmgren, Kennedy, Shoemaker | Carinalli | 8 |
| Nominating & Corporate Governance | Shoemaker, Carinalli, Burton, Holmgren | Shoemaker | 4 |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | All non-employee directors |
| Board Chair Fee | $100,000 | Increased from $70,000 effective Jul 1, 2024 |
| Compensation Committee Member Fee | $10,000 | As member |
| Nom Gov Committee Chair Fee | $12,000 | As chair |
| Total Cash (Shoemaker) | $232,000 | Sum of above items |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (Director) | Nov 14, 2024 | 13,354 RSUs | $215,000 | Earlier of 1-year from grant, next annual meeting, or Change in Control; service-contingent | Standard annual non-employee director equity; value set at $215k divided by closing price |
| Total Equity (Shoemaker, FY2025) | — | — | $215,000 | — | Reported in director compensation table |
- Non-employee directors receive time-based RSUs only; no performance-vesting equity for directors disclosed .
- Director award limits: aggregate cash plus equity fair value capped at $750,000 per calendar year under plan .
Other Directorships & Interlocks
| Company | Type | Current/Past | Potential Interlock Risk |
|---|---|---|---|
| Altera (public; acquired by Intel) | Semiconductor | Past (2007–2015) | No current interlock; no related transactions disclosed |
| SonicWall (public at time) | Cybersecurity | Past (2004–2010) | No current interlock; no related transactions disclosed |
| NYRIAD (private) | Software | Past (2017–2025) | No related transactions disclosed |
| TalentSky (private) | Advisor/Investor | Current | No related transactions disclosed; covered by related-party policy if applicable |
- Related-party transactions: None >$120,000 involving directors or immediate family in FY2025, other than disclosed compensation; Audit Committee maintains a formal Related Person Transaction Policy .
Expertise & Qualifications
- Skills: Leadership, technology management, operational/financial expertise, M&A experience .
- Governance credentials: Independent Chair; leads executive sessions; investor communication conduit .
- Industry experience: Hardware systems and enterprise operations from Sun Microsystems; global marketing from Xerox .
- Education: BA (Hanover), MBA (Indiana University – Kelley) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Details |
|---|---|---|---|
| John C. Shoemaker | 582,525 | <1% | Includes 13,354 RSUs vesting within 60 days of Sep 17, 2025 and 7,200 shares held by spouse |
- Stock ownership guidelines: Directors must hold ≥5x annual board retainer; all non-employee directors meet minimum requirements .
- Hedging/pledging: Company Insider Trading Program prohibits hedging and pledging by directors; pre-clearance required for certain trades .
Governance Assessment
- Board effectiveness: Shoemaker’s long tenure and independent Chair role support strong governance; clear separation of CEO/Chair; regular executive sessions; robust committee activity and attendance .
- Alignment and incentives: Director pay mix balanced—cash ($232k) and equity ($215k). Ownership guidelines achieved; RSUs vest with continued service, reinforcing alignment without performance-based risk for directors .
- Independence and conflicts: Classified independent; no related-party transactions in FY2025; strong related-person policy and code of ethics reduce conflict risks .
- Shareholder signals: Prior “Say on Pay” support ~92% (Nov 2024), indicating investor confidence in compensation governance overseen by Shoemaker’s board; Compensia serves as independent consultant to Compensation Committee only .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing. The equity plan prohibits repricing and limits single-trigger vesting (except non-employee directors on change-in-control), and sets annual director award caps .
Overall, Shoemaker’s profile indicates strong governance leadership, independence, and engagement, with low conflict risk and clear alignment mechanisms in director pay and ownership.