Raj Khanna
EXTREME NETWORKSAbout Raj Khanna
Rajendra (“Raj”) Khanna, age 79, has been an independent director of Extreme Networks since December 2014 and serves as Chair of the Audit Committee; he is designated an “audit committee financial expert.” His background includes VP of Corporate Audit at Qualcomm (2004–2011), senior finance roles at Sun Microsystems (1991–2004), and finance roles at Xerox (1974–1991). He holds a B.Tech in mechanical engineering from IIT and an MBA from the University of Rochester .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm, Inc. | VP, Corporate Audit | 2004–2011 | Led internal audit; established controls and processes |
| Sun Microsystems, Inc. | International Controller; VP Finance (Global Services); Sr. Director Finance (Strategic BUs) | 1991–2004 | Financial leadership across global services and SBUs |
| Xerox Corporation | Finance roles | 1974–1991 | Corporate finance and controls experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Consultant | Finance/Internal Audit Advisor | 2012–present | Advises companies on finance and internal audit |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members are Khanna, Kathleen Holmgren, and Edward Kennedy; Khanna and Kennedy are “audit committee financial experts.” Khanna is independent under Nasdaq and Rule 10A-3 .
- Attendance and engagement: Board met six times in FY2025; no director attended fewer than 75% of Board and relevant committee meetings. All current directors attended the 2024 annual meeting. Audit Committee held nine meetings in FY2025 .
- Independence: Board majority independent; only the CEO is non-independent .
- Executive sessions: Independent directors meet regularly in executive session, chaired by the Board Chair .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board annual cash retainer | $110,000 | FY2025 non-employee director cash retainer |
| Audit Committee Chair fee | $30,000 | Annual chair fee |
| Total cash paid (FY2025) | $140,000 | Director fees earned or paid in cash (Khanna) |
Performance Compensation
| Grant Date | Instrument | Shares (#) | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Nov 14, 2024 | RSUs | 13,354 | $215,000 | Vests at earliest of 1-year anniversary, next annual meeting, or change in control; service-based |
- Change-in-control terms: Non-employee director equity awards accelerate in full upon a Change in Control under the equity plan, and annual director RSUs vest on change in control per program .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed (past five years) | — | — |
No compensation committee interlocks or insider participation were disclosed for FY2025 .
Expertise & Qualifications
- Audit and finance leadership; financial controls and processes; strategic and M&A guidance .
- Audit Committee Financial Expert designation .
- Education: B.Tech (IIT), MBA (University of Rochester) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 230,062 shares (includes 13,354 RSUs vesting within 60 days) |
| Percent of shares outstanding | <1% |
| Unvested RSUs held (as of 6/30/2025) | 13,354 RSUs |
| Stock ownership guidelines | Directors must hold ≥5x annual retainer; all non-employee directors meet guidelines |
| Hedging/pledging | Prohibited under Insider Trading Program (short sales, options, derivatives, hedging, pledging) |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert status; strong attendance; robust insider trading controls prohibiting hedging/pledging; director ownership guidelines met; compensation consultant (Compensia) engaged and independent, providing no other services .
- Pay structure and alignment: FY2025 director compensation mix includes cash ($140,000) and equity RSUs ($215,000), with RSUs vesting based on continued service, aligning with shareholder interests without short-term performance gaming .
- RED FLAGS / Watch items: Single-trigger acceleration of non-employee director equity on change in control (can be viewed as shareholder-unfriendly by some) . Company seeking to add 6.8M shares to equity plan (plan-level dilution context) though director grants are capped by annual limits ($750,000 combined cash+equity) . No related-party transactions >$120,000 disclosed for FY2025 (positive) .
- Shareholder signals: Prior “Say-on-Pay” support at ~92% in Nov 2024 suggests overall investor comfort with compensation governance .
Potential Conflicts or Related-Party Exposure
- Related-party transactions: None exceeding $120,000 in FY2025; related person transactions subject to Audit Committee policy review and approval .
- Interlocks: None disclosed for FY2025 .
Director Compensation Program Reference
- Non-employee director cash retainer ($110,000); committee member fees ($12,500 Audit; $10,000 Compensation; $5,000 Nom Gov); chair fees ($30,000 Audit; $20,000 Compensation; $12,000 Nom Gov); Board Chair ($100,000). Annual RSU grant set at $215,000 fair value; RSUs vest at earliest of 1-year anniversary, next annual meeting, or change in control .