Katy Motiey
Executive Vice President, Chief Legal, Administrative & Sustainability Officer and Corporate Secretary at 
EXTREME NETWORKS
EXTREME NETWORKSExecutive
About Katy Motiey
Katayoun (“Katy”) Motiey, age 57, is Extreme Networks’ EVP, Chief Legal, Administrative & Sustainability Officer and Corporate Secretary; she joined the company in 2015 and holds B.A. and J.D. degrees from Georgetown University . In FY2025, Extreme delivered net revenues of $1.14B (+2% YoY), GAAP gross margin of 62.2% (vs. 56.5% in FY2024), non-GAAP operating margin of 14.2% (vs. 6.2%), GAAP net loss narrowed to $7.5M, and operating cash flow was $152.0M; TSR programs tied to relative performance certified multiple PSU tranches at or above target, underscoring pay-for-performance design . The company’s 2024 Say-on-Pay received ~92% support, signaling shareholder approval of its compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spansion | Corporate SVP, General Counsel & Secretary | 2013–2015 | Led legal governance at a public semiconductor firm during market transitions |
| InvenSense | General Counsel & Secretary; VP of Human Resources | 2012 | Combined legal and HR leadership in sensors technology, supporting scaling |
| Magellan Navigation & Ashtech | General Counsel & Secretary | 2004–2012 | Supported M&A/integration and product-market expansion in navigation tech |
| Alta Vista | Senior Corporate Counsel | n/a | Internet-era legal counsel for pioneering search/portal business |
| Skadden, Arps | Associate | n/a | Big-law training in complex corporate matters |
| U.S. District Court (C.D. Cal.) | Law Clerk to Chief Judge Manuel Real | n/a | Federal clerkship, foundation in litigation and judicial process |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Georgetown Law Alumni Board | Chair; Board Member | Chair: 2019–2021; Member: 2016–2021 | Alumni engagement, governance leadership at Georgetown Law |
| Georgetown University Law Center | Board of Visitors Member | Since 2022 | Advisory role on institutional priorities and legal education |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 485,000 | 485,000 |
| Target Bonus % of Base | 70% | 70% |
| Actual EIP Paid ($) | 57,036 | 305,041 |
| Stock Awards (Grant-Date Fair Value) ($) | 2,194,424 | 2,158,577 |
| All Other Compensation ($) | 11,810 | 15,345 |
| Total ($) | 2,748,270 | 2,963,963 |
Perquisites are limited; Ms. Motiey receives a disability insurance top-up, consistent with minimal perqs policy .
Performance Compensation
FY2025 Short-Term Cash Incentive (EIP) – Semiannual Design and Outcomes
| Metric | Weight | Target (H1) | Actual (H1) | Attainment (H1) | Payout Scale (H1) |
|---|---|---|---|---|---|
| Bookings (ACV) ($M) | 30% | 513.4 | 468.4 | 91.2% | 70.8% |
| Net Revenue ($M) | 30% | 559.4 | 548.6 | 98.1% | 93.5% |
| EBITDA ($M; non-GAAP) | 40% | 93.6 | 103.9 | 111.0% | 113.7% |
| Weighted Payout Factor | — | — | — | — | 94.8% of target |
| Metric | Weight | Target (H2) | Actual (H2) | Attainment (H2) | Payout Scale (H2) |
|---|---|---|---|---|---|
| Bookings (ACV) ($M) | 30% | 571.5 | 540.7 | 94.6% | 82.1% |
| Net Revenue ($M) | 30% | 613.0 | 591.5 | 96.5% | 88.3% |
| EBITDA ($M; non-GAAP) | 40% | 121.4 | 112.0 | 92.3% | 84.5% |
| Weighted Payout Factor | — | — | — | — | 84.9% of target |
| Executive | H1 Base Pay ($) | Target Bonus % | H1 Perf Factor | H1 EIP Paid ($) | H2 Base Pay ($) | Target Bonus % | H2 Perf Factor | H2 EIP Paid ($) | Total EIP ($) |
|---|---|---|---|---|---|---|---|---|---|
| Katy Motiey | 242,500 | 70% | 94.8% | 160,923 | 242,500 | 70% | 84.9% | 144,118 | 305,041 |
Long-Term Incentives (LTI) – PSUs and RSUs
Design:
- LTI mix: 50% PSUs (relative TSR vs Russell 2000), 50% RSUs (3-year service vesting) for FY2025 annual awards .
- PSUs earn 1/3 in years 1–2 at target if achieved; final year allows up to 150% payout based on 3-year relative TSR; overall payout range 25%–150% of target .
Key PSU outcomes (affecting Motiey):
- August 2022 PSUs: Full 3-year performance certified at 150% of target on Aug 15, 2025 as Company TSR 59.9% vs Index 22.38% . Outstanding tranche recorded in awards: 53,265 units (market value $956,107 at $17.95) .
- August 2024 PSUs: Year-1 tranche earned at 100% on Aug 15, 2025 as Company 1-year TSR 34.99% vs Index 4.68%; target award size 100,941 units .
RSU vesting schedules:
- RSUs typically vest 1/3 at first anniversary and 1/12 quarterly thereafter (e.g., 2022 and 2023 awards); FY2025 RSUs vest 1/3 on Aug 15, 2025 then quarterly .
| Award | Metric | Weight in LTI Mix | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Aug 2022 PSUs | Relative TSR vs Russell 2000 | 50% | 100% | 3-yr: 59.9% vs 22.38% | 150% (max) | Earns in tranches over 3 years; final certified Aug 15, 2025 |
| Aug 2024 PSUs | Relative TSR vs Russell 2000 | 50% | Year-1 100% | 1-yr: 34.99% vs 4.68% | 100% (Year-1) | 1/3 annually; target units 100,941; 3-year period to Aug 2027 |
| FY2025 RSUs | Service-based | 50% | n/a | n/a | n/a | 1/3 on Aug 15, 2025; 1/12 quarterly thereafter |
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Sep 17, 2025)
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Katayoun (“Katy”) Motiey | 189,745 (includes 8,215 RSUs vesting within 60 days) | <1% |
Outstanding Equity Awards (As of Jun 30, 2025; $17.95/share)
| Instrument | Count (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (2012 series) | 5,329 | 95,656 |
| RSUs (2013 series) | 13,024 | 233,781 |
| RSUs (FY2025 grant) | 67,294 | 1,207,927 |
| PSUs (Aug 2022; ends Aug 2025) | 53,265 | 956,107 |
| PSUs (Aug 2024; ends Aug 2027) | 100,941 | 1,811,891 |
Option Activity (FY2025)
| Metric | Value |
|---|---|
| Shares acquired on exercise (#) | 71,800 |
| Value realized on exercise ($) | 695,111 |
| Shares acquired on vesting (#) | 106,682 |
| Value realized on vesting ($) | 1,593,631 |
Alignment and policies:
- Stock ownership guidelines: NEOs (ex-CEO) must hold shares equal to 2x salary within 5 years; CEO 5x; unearned awards excluded from calculation .
- Insider trading policy prohibits hedging, short sales, derivative transactions, and pledging of Extreme shares; pre-clearance required for insider trades .
- Clawback policy adopted consistent with SEC/Nasdaq; recovery of erroneously awarded incentive compensation; committee has discretion on recovery method .
Employment Terms
Severance and Change-in-Control (CiC) Economics
| Provision | Terms |
|---|---|
| Severance outside CiC (EVP policy) | If >3 years’ service: lump sum $17,000 + 12 months’ base salary; COBRA up to 6 months; outplacement aligned to severance length; bonus paid for completed periods; subject to release . |
| CiC Plan – Cash | Double-trigger: if terminated w/o Cause or for Good Reason in CiC period (3 months pre-signing to 18 months post-close), cash equals 1.5x (base + target bonus) + prorated target bonus for year of termination; COBRA 18 months; outplacement 18 months . |
| CiC Plan – Equity | If awards not assumed/continued: accelerate in full immediately prior to close; performance awards deemed achieved at greater of target or actual (with truncated-period adjustments) . If assumed and terminated in CiC period: time-based awards vest in full; performance awards vest at greater of target or actual; subject to plan/award specifics . |
| Tax gross-ups | None; 280G cutback applies to optimize after-tax outcome . |
| Death/Disability policy | For legacy NEOs (including Motiey), provides severance as if terminated and accelerates outstanding time-based unvested equity awards . |
Estimated Payments – Scenario Analysis (As of Jun 30, 2025)
| Scenario | Salary ($) | Bonus ($) | Equity Acceleration ($) | COBRA ($) | Outplacement ($) |
|---|---|---|---|---|---|
| Termination outside CiC | 502,000 | 144,118 | — | 11,700 | 15,643 |
| CiC (no termination) | — | — | 3,526,278 | — | — |
| CiC + termination | 727,500 | 848,750 | 4,262,156 | 35,100 | 15,643 |
| Death/Disability (outside CiC) | 502,000 | — | 1,537,364 | — | — |
| Death/Disability (during CiC) | — | — | 4,262,156 | — | — |
Investment Implications
- Pay-for-performance alignment: 50% of LTI is relative TSR PSUs; FY2025 PSUs (Aug 2022) paid at 150% overall on 3-year TSR outperformance, while short-term EIP paid below target (≈89.9% for FY2025), indicating compensation tracks performance and risk management objectives .
- Retention vs. selling pressure: Quarterly RSU vesting and recent option exercises/RSU vesting values suggest periodic supply from executive equity realizations; monitor vesting calendars and PSU certification dates (e.g., Aug tranches) for potential trading flow signals .
- Alignment safeguards: No hedging/pledging and an enforceable clawback reduce misalignment risk; ownership guidelines require 2x salary for NEOs, though individual compliance status for Motiey is not disclosed .
- CiC economics: Double-trigger cash (1.5x base+bonus plus prorated) and broad equity acceleration if awards are not assumed can be value-transfer events; equity acceleration modeled at $3.53M (CiC, no termination) and $4.26M (CiC + termination) for Motiey at FY2025 year-end, highlighting potential transaction incentives and dilution considerations .
- Governance sentiment: 92% Say-on-Pay support in 2024 underscores investor acceptance of Extreme’s incentive design and levels, reducing near-term pay risk overhang .