Kathleen Holmgren
EXTREME NETWORKSAbout Kathleen M. Holmgren
Independent director at Extreme Networks since November 2015; age 67. Background spans 20+ years at Sun Microsystems culminating as SVP, Storage Systems; CEO of Mendocino Software; COO and Chief Officer – Future Workforce at Automation Anywhere; Principal at Sage Advice Partners since 2008. Education: B.S. Industrial Engineering (Cal Poly), MBA (Stanford GSB). Recognized by NACD Top 100 Directors in November 2021. Core credentials: executive leadership in storage and enterprise software, operations, strategic planning, and risk assessment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Microsystems, Inc. | SVP, Storage Systems (progressive roles over 20+ years) | Pre-Nov 2007 (acquired by Oracle in 2010) | Senior operational leadership in enterprise infrastructure |
| Mendocino Software | President & CEO | Nov 2007–Mar 2008 | Led enterprise application data developer |
| Automation Anywhere, Inc. | COO; then Chief Officer – Future Workforce | Mar 2013–Aug 2015; through Mar 2018 | Operational leadership; workforce strategy |
| Sage Advice Partners | Principal | Since 2008 | Consulting in high-tech and green-tech markets |
| Group Delphi | Director | Jul 2014–Dec 2019 | Private design/media production board service |
| Alliance of Chief Executives | Director | Oct 2009–Dec 2016 | Executive network governance |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Calavo Growers, Inc. | Public | First Vice-Chair; Chair, Compensation Committee | Since Jan 2017 | Leads comp oversight; governance influence |
| Automation Anywhere, Inc. | Private | Director | Current | Member, Audit Committee |
| Fresh Realm, LLC | Private | Director (representing Calavo interests) | May 2017–Jan 2021 | Board oversight in perishables platform |
| Circle Security | Private | Advisor | Since Jun 2021 | Cybersecurity advisory |
Board Governance
- Independence: Holmgren is independent under Nasdaq rules. Board has a majority of independent directors.
- Committee assignments (FY2025): Audit (Member), Compensation (Member), Nominating & Governance (Member). Chairs: Audit—Khanna; Compensation—Carinalli; Nom Gov—Shoemaker.
- Meeting cadence (FY2025): Board—6 meetings; Audit—9; Compensation—8; Nom Gov—4.
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet regularly in executive session chaired by the Independent Chair.
- Compensation Committee process: Uses independent consultant Compensia (solely advises the committee; no other company services).
Fixed Compensation (FY2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 110,000 | Standard for non-employee directors |
| Audit Committee member fee | 12,500 | Member |
| Compensation Committee member fee | 10,000 | Member |
| Nominating & Governance Committee member fee | 5,000 | Member |
| Total cash fees (Holmgren) | 137,500 | Matches aggregate cash paid |
- No separate per-meeting fees; reimbursed expenses only.
- Chair fee revision: Board Chair cash fee increased to $100,000 effective July 1, 2024 (from $70,000).
Performance Compensation (FY2025)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Nov 14, 2024 | RSUs | 13,354 | 215,000 | Earliest of one-year anniversary, next annual meeting, or change in control; continued service required. |
| As of Jun 30, 2025 | Unvested RSUs | 13,354 | — | Scheduled vesting per above; directors’ awards may vest earlier of one year or next annual meeting (≥50 weeks). |
- Equity program features: No single-trigger CoC vesting for employees, but non-employee director awards may vest on earlier of one year or next annual meeting; non-repricing of options/SARs; independent administration; dividend equivalents follow vest conditions.
- FY2026: No changes to director compensation program after May 2025 review.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no member was an officer/employee; no cross-board executive interlocks in FY2025. |
| Family relationships | None among directors or executive officers. |
Expertise & Qualifications
- Expertise cited: storage/computer systems, enterprise software, management consulting; operations, strategic planning, risk assessment and planning.
- Recognitions: NACD Top 100 Director (Nov 2021).
- Public company board experience: Calavo Growers (Compensation Chair).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Sep 17, 2025) | 238,829 shares; <1% of class. Includes 13,354 RSUs vesting within 60 days. |
| Unvested RSUs (as of Jun 30, 2025) | 13,354 RSUs. |
| Stock ownership guidelines | Minimum = 5x annual Board retainer; all non-employee directors (including Holmgren) meet guidelines. |
| Insider trading controls | Pre-clearance required; restrictions include policies related to trading and use of margin accounts. |
Governance Assessment
- Board effectiveness: Holmgren’s tri-committee membership (Audit, Compensation, Nom Gov) and steady attendance across an active schedule (Board: 6; Audit: 9; Compensation: 8; Nom Gov: 4 meetings) signal high engagement and governance coverage across risk oversight, pay, and nominations.
- Independence and process quality: Independent status; Compensation Committee employs an independent consultant (Compensia) with no conflicting services; Audit Committee operates with independent membership and meets frequently, with financial experts among members (Khanna, Kennedy).
- Pay structure and alignment: Balanced mix—cash retainer plus modest committee fees and standardized annual RSU grant ($215,000; 13,354 RSUs) that vests on tenure cadence; no meeting fees, reinforcing pay-for-service rather than pay-for-attendance. Stock ownership guideline at 5x retainer and confirmed compliance strengthens alignment.
- Ownership signal: 238,829 shares beneficially owned (<1%) indicates substantive personal stake, though not control-level; inclusion of scheduled RSU vesting within 60 days demonstrates ongoing equity alignment.
- Conflicts/related party: No compensation committee interlocks; no family relationships; external roles (e.g., Calavo Growers) are in unrelated industries to Extreme Networks, limiting transactional conflict risk. No related-party transactions flagged in Holmgren’s disclosures.
- RED FLAGS: None evident in disclosed materials—no option repricing, no meeting fee inflation, no interlocks, and compliance with ownership guidelines.
Overall, Holmgren’s profile reflects seasoned operational and governance experience, broad committee engagement, and standard director pay and ownership practices that support investor confidence in board oversight at Extreme Networks.