Kevin Rhodes
EXTREME NETWORKSAbout Kevin Rhodes
Kevin Rhodes, age 56, is EVP, Chief Financial Officer and Treasurer of Extreme Networks, appointed May 30, 2023. He is a CPA (since 1994), holds a B.S. in accounting and finance from Merrimack College and an MBA from Babson (summa cum laude), and serves on Merrimack College’s Board of Trustees . FY2025 performance: net revenues grew 2% to $1.14B, non-GAAP operating margin rose to 14.2% (from 6.2%), and non-GAAP net income reached $112.4M; one-year relative TSR PSU tranche for Aug 2024 award was certified at 100% (34.99% Extreme vs 4.68% Russell 2000) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duck Creek Technologies | EVP & Chief Financial Officer | 2022–2023 | CFO at publicly-traded leading insurance software provider |
| Markforged | Chief Financial Officer | 2018–2020 | CFO role; technology manufacturing context (company named) |
| Brightcove | Chief Financial Officer | 2014–2018 | CFO role; video/streaming tech context (company named) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Merrimack College | Board of Trustees | Current | Governance role at alma mater |
Fixed Compensation
Multi-year summary compensation (USD):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $45,513 | $500,000 | $500,000 |
| Bonus (sign-on/other) | $250,000 (sign-on) | — | — |
| Stock Awards (grant-date fair value) | $8,163,045 | — | $3,777,509 |
| Option Awards | — | — | — |
| Non-Equity Incentive (EIP) | — | $71,400 | $381,863 |
| All Other Compensation | $15,000 | $12,538 | $9,929 |
| Total | $8,473,558 | $583,938 | $4,669,301 |
FY2025 short-term incentive structure and outcomes:
| Item | H1 FY2025 | H2 FY2025 |
|---|---|---|
| Target bonus % of base salary | 85% | 85% |
| Performance factor | 94.8% | 84.9% |
| EIP payout ($) | $201,450 | $180,413 |
| Total FY2025 EIP paid | $381,863 | — |
EIP metrics and semi-annual goal framework (company-wide): Net Revenue (30%), Bookings ACV (30%), EBITDA (40%); payout scaled linearly between threshold/target/maximum .
Performance Compensation
FY2025 EIP performance detail:
| Metric | Weight | Target | Actual | Attainment | Payout Scale |
|---|---|---|---|---|---|
| Bookings ACV (H1) | 30% | $513.4M | $468.4M | 91.2% | 70.8% |
| Net Revenue (H1) | 30% | $559.4M | $548.6M | 98.1% | 93.5% |
| EBITDA (H1) | 40% | $93.6M | $103.9M | 111.0% | 113.7% |
| Bookings ACV (H2) | 30% | $571.5M | $540.7M | 94.6% | 82.1% |
| Net Revenue (H2) | 30% | $613.0M | $591.5M | 96.5% | 88.3% |
| EBITDA (H2) | 40% | $121.4M | $112.0M | 92.3% | 84.5% |
FY2025 long-term equity grants (Kevin Rhodes):
| Grant | Type | Grant Date | Shares (target) | Threshold/Max | Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|---|
| Annual LTI FY2025 | PSUs | 8/15/2024 | 117,765 | 25%/150% of target | $2,027,521 | Relative TSR vs Russell 2000; earn up to 1/3 after years 1 & 2; 3-year cap at 150% |
| Annual LTI FY2025 | RSUs | 8/15/2024 | 117,765 | N/A | $1,749,988 | 1/3 on 8/15/2025, then 1/12 quarterly thereafter |
PSU outcomes to date:
| PSU Grant | Measurement Period | Relative TSR Outcome | Tranche Earned |
|---|---|---|---|
| May 2023 PSU (new hire) | Year 1 (to 5/30/2024) | Underperformed by 50.46% | 0% earned |
| May 2023 PSU (new hire) | Year 2 (to 5/30/2025) | Underperformed by 30.60% | 39% of tranche (13% of original target shares) |
| Aug 2024 PSU | Year 1 (to 8/15/2025) | Outperformed by 30.31% | 100% of tranche (one-third of target) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 142,614 shares; includes 9,818 RSUs vesting within 60 days of 9/17/2025; <1% of shares outstanding |
| Unvested RSUs | 47,440 ($851,548 market value at $17.95); 117,765 ($2,113,882) |
| Unearned PSUs | 165,083 (May 2023) valued $2,963,240; 176,648 (Aug 2024) valued $3,170,832 |
| Options | None outstanding (no options disclosed) |
| Hedging/pledging | Prohibited by Insider Trading Program; pre-clearance and blackout periods apply |
| Ownership guidelines | NEOs must hold stock worth 2x salary; five years to comply (Kevin hired 2023 → compliance window through 2028) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment start date | May 30, 2023 |
| Severance (non‑CIC) | 12 months base salary + $17,000; up to 6 months COBRA; outplacement 12 months |
| Change-in-control plan | Double-trigger; 1.5x base + target bonus + prorated target bonus; COBRA cash for 18 months; outplacement 18 months |
| Equity treatment (CIC) | If not assumed: full acceleration; PSUs deemed at greater of target or actual; if assumed and terminated in CIC period: RSUs fully vest; PSUs vest at greater of target or actual; SLTI PSU has CIC stock price target adjustment |
| Clawback | SEC/Nasdaq-compliant recoupment policy adopted Oct 2, 2023 |
| Tax gross-ups | None; 280G cutback to maximize after-tax benefit (no excise tax gross-up) |
| Pensions/deferrals | No pension or nonqualified deferred compensation plans for NEOs |
| Insider trading controls | Blackouts, pre-clearance; hedging/derivatives and pledging prohibited |
Estimated payments table (hypothetical events as of 6/30/2025):
| Scenario | Cash Salary | Bonus | Equity Acceleration | COBRA | Outplacement |
|---|---|---|---|---|---|
| Termination w/o Cause (non‑CIC) | $517,000 | $180,413 | — | $20,772 | $15,643 |
| Change-in-control (no termination) | — | — | $6,572,608 | — | — |
| CIC + termination (double trigger) | $750,000 | $1,062,500 | $8,042,551 | $62,316 | $15,643 |
Compensation Structure Notes
- Compensation consultant: Compensia advises the Compensation Committee; consultant deemed independent .
- Peer group: Box, Calix, Commvault, Dynatrace, Five9, Infinera, Lumentum, NETGEAR, Nutanix, Pure Storage, Qualys, Rapid7, RingCentral, SolarWinds, Teradata, Varonis Systems, Viavi Solutions .
- Target percentile: Committee reviews 25th/50th/75th percentiles; does not fix pay to a specific percentile; element-by-element and total-package competitiveness assessed .
- Say-on-pay outcome: 92% approval in 2024; Board recommends “FOR” in 2025 .
Risk Indicators & Red Flags
- Inadvertent late filing: One Form 4 for Kevin Rhodes was filed late on Aug 30, 2024 under Section 16(a) compliance disclosure .
- No hedging/pledging allowed; options repricing prohibited without shareholder approval .
- Related party transactions: None involving executives above $120,000; policy requires Audit Committee review of any related person transactions .
Equity Ownership & Alignment (Detail)
Outstanding equity awards at FY2025 year-end (market value at $17.95/share):
| Award Type | Shares/Units | Market Value ($) |
|---|---|---|
| RSUs (unvested) | 47,440 | $851,548 |
| RSUs (unvested) | 117,765 | $2,113,882 |
| PSUs (May 2023, unearned) | 165,083 | $2,963,240 |
| PSUs (Aug 2024, unearned) | 176,648 | $3,170,832 |
Ownership guidelines and insider policy reinforce alignment; directors/officers must pre-clear trades and observe blackout periods .
Investment Implications
- Pay-for-performance alignment: FY2025 EIP paid ~89.9% of target, reflecting mixed semi-annual goal attainment; LTI mix 50% PSUs/50% RSUs ties realization to TSR and tenure, with relative TSR rigor and capped upside .
- Retention and selling pressure: Quarterly RSU vesting cadence (post first-year cliff) creates predictable vesting; insider policy limits trading windows and prohibits hedging/pledging, reducing misalignment risk .
- Change-in-control economics: Double-trigger cash at 1.5x base+bonus and full acceleration if not assumed/continued is moderate; no excise tax gross-up (cutback) lowers shareholder risk of excessive parachute payments .
- Performance track record: New-hire PSUs underperformed Russell 2000 in first two years (0% then 39%), but August 2024 PSU first-year tranche hit 100%; company fundamentals improved in FY2025 (rev +2%, non-GAAP margin expansion) supporting incentive credibility .
- Governance signals: 92% say-on-pay support and independent consultant usage indicate broad investor acceptance of framework; one inadvertent late Form 4 filing noted but disclosed .