DEF: Calix Sets 2026 Annual Meeting Agenda, Boosts Stock Plan

Sentiment:

Proxy Statement 27 March 2026 4:03 PM

Calix, Inc. announces its 2026 Annual Meeting of Stockholders to address director elections, executive compensation, a significant increase in its employee stock plan, and corporate governance matters.

Better than expectedAnnual revenue reached $1.0 billion, representing 20% year-over-year growth.Record gross margin expansion was achieved.Remaining performance obligations (RPOs) increased 18% year-over-year, indicating strong future demand.Record free cash flow was generated, and cash and investments ended the year at $388 million.2025 performance-based stock options were earned at 100% of target, reflecting strong achievement of financial goals.

Summary

The Annual Meeting of Stockholders will be held virtually on Thursday, May 14, 2026, at 10:45 a.m. Pacific Daylight Time.
Stockholders will vote on the election of three Class I directors, the approval of a 672,300 share increase for the matching component of the Stock Purchase and Matching Plan, and the ratification of KPMG LLP as the independent auditor for fiscal year 2026.
An advisory vote will be held on named executive officer (NEO) compensation and a stockholder proposal for simple majority voting.
Calix reported strong 2025 financial performance with $1.0 billion in annual revenue, representing 20% year-over-year growth, and record gross margin expansion.
Remaining performance obligations (RPOs) increased 18% year-over-year, and the company ended 2025 with record cash and investments of $388 million.
The company adopted executive stock ownership guidelines and transitioned to Performance Stock Units (PSUs) for executives and Restricted Stock Units (RSUs) for senior management and below, discontinuing performance-based stock options for 2026 annual grants.
The separate non-GAAP gross margin component was removed from the bonus plan and integrated into the primary bonus plan design with a maximum payout of 200% of the participant's annual bonus target.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong filing, highlighting robust financial performance in 2025, proactive adjustments to executive compensation based on shareholder feedback, and a commitment to strong corporate governance, all of which contribute to long-term value creation.

Positives

Achieved $1.0 billion in annual revenue for 2025, marking a 20% year-over-year growth.
Delivered record gross margin expansion and generated record free cash flow in 2025.
Increased Remaining Performance Obligations (RPOs) by 18% year-over-year, indicating strong demand visibility.
Ended 2025 with a record $388 million in cash and investments.
The Board consists of seven out of nine independent directors, demonstrating strong independent oversight.
Adopted executive stock ownership guidelines for the CEO (5x salary) and other NEOs (3x salary) to align interests with stockholders.
Transitioned to PSUs and RSUs for executive long-term incentives, addressing stockholder feedback on dilution and enhancing performance alignment.
Implemented robust clawback policies for incentive-based compensation and equity awards.
Prohibits employees, including executives and directors, from engaging in speculative transactions, hedging, or pledging company securities.

Negatives

A stockholder proposal alleges 'dishonest means' were used to delay a vote on simple majority voting for one year.
Stockholder feedback indicated concerns regarding the dilutive impact of long-term equity incentives and the magnitude of potential bonus payouts under the short-term incentive program.

Risks

Risks related to cybersecurity threats, overall data protection, security breach programs, and data/security breach response and management.
Risks associated with the Company's use of Artificial Intelligence (AI).
Business continuity and disaster recovery program risks.
Internal and external risks, threats, and potential disruptions to the company's strategic plan.
Financial, credit, liquidity, legal, and regulatory risks, including compliance program oversight.
Risks arising from compensation policies and practices, though assessed as not reasonably likely to have a material adverse effect.

Future Outlook

Calix expects continued growth in its employee base based on its hiring plan. The shares reserved under the matching component of the Stock Purchase and Matching Plan are anticipated to provide sufficient shares for approximately four to five years after the Annual Meeting. The company will continue to invest in its third-generation platform, agentic AI capabilities, and customer success initiatives.

Management Comments

"The Calix team delivered strong, disciplined execution throughout 2025 as customers continued to adopt our platform, cloud and managed services to win new subscribers, reduce churn and expand revenue per subscriber."
"Our mission is to transform service providers of all types and sizes into CXPs and enable them to simplify, innovate, and grow."
"The Board believes that the current board leadership structure is best for Calix and its stockholders at this time."
"We believe that the Stock Purchase and Matching Plan aligns employee interests with that of our stockholders, is an important component of the benefits we offer to our employees, and serves as a key recruiting and retention tool in a competitive market."
"We believe that the design of the Stock Purchase and Matching Plan allows us to offer a vehicle through which employees can continue to acquire an ownership interest in the Company on favorable terms and be aligned with stockholders by acquiring equity, while also being mindful of dilution."
"We believe the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules."
"The Board has considered this proposal [simple majority vote] and believes that its adoption is not in the best interests of our stockholders."

Industry Context

StockSavvy.ai notes that Calix operates in a highly competitive market for talent, drawing from large technology and telecommunications companies. The company's continued transition to a platform and managed services model, along with its focus on agentic AI capabilities, aligns with broader industry trends towards cloud-based solutions and advanced automation for communication service providers. The emphasis on profitable growth and long-term value creation through its compensation philosophy reflects a mature approach in a dynamic tech sector.

Comparison to Industry Standards

Calix's 2025 annual revenue and market capitalization were positioned at the 45th and 50th percentiles, respectively, within its peer group, which included companies like 8x8, Harmonic, ADTRAN Holdings, Infinera, Arista Networks, InterDigital, Blackbaud, LiveRamp Holdings, Box, NetScout Systems, Commvault Systems, Nutanix, Extreme Networks, Rapid7, F5, Ribbon Communications, Five9, SolarWinds, and Viavi Solutions.
For 2026 compensation, the peer group was updated to better reflect Calix's transition to a platform and managed services company and its revenue growth, adding AppFolio, BlackLine, Ciena, Digi International, Qualys, SentinelOne, and ServiceTitan.
The average tenure of Calix's independent directors is approximately six and a half years, which is generally considered a healthy balance between institutional knowledge and fresh perspectives in corporate governance.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Operating Officer	NA	John Durocher	November 2025	Appointment to new role.
Chief Commercial Operations Officer	J. Matthew Collins	NA	May 7, 2025	Passing of J. Matthew Collins.
Director (Class III)	NA	Michael J. Berry	May 2025	Election to the Board.
Director	Eleanor Fields	NA	May 8, 2025	Service on the Board ended.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Committee Name Change	The Cybersecurity Committee was renamed to the AI and Cybersecurity Committee.	2025	Reflects expanded oversight to include risks associated with Artificial Intelligence, enhancing the company's risk management framework.
Director Compensation Policy Amendment	The Non-Employee Director Equity Compensation Policy was amended to provide for equity compensation in the form of Restricted Stock Units (RSUs) rather than Restricted Stock Awards (RSAs).	April 1, 2026	Aims to align with stockholder feedback and market practices regarding equity dilution and long-term incentives for non-employee directors.
Executive Stock Ownership Guidelines Adoption	Adopted stock ownership guidelines requiring the CEO to own shares valued at no less than five times their annual salary, and other executive members of the Calix Operational Leadership Team (COLT) to own shares valued at no less than three times their respective salary.	Beginning in 2026	Enhances alignment of executive interests with long-term stockholder value creation, directly addressing prior stockholder feedback.
Executive Compensation Structure Change	Transitioned to Performance Stock Units (PSUs) for executives and RSUs for senior management and below, discontinuing the use of performance-based stock options for annual grants.	Beginning with 2026 annual grants	Addresses stockholder concerns regarding the dilutive impact of long-term equity incentives and aims for more direct alignment with performance and retention.
Executive Bonus Plan Design Change	Removed the separate non-GAAP gross margin component from the bonus plan and incorporated it into the primary bonus plan design with a maximum payout of 200% of the participant's annual bonus target.	Beginning in 2026	Simplifies the bonus structure and addresses stockholder feedback regarding the magnitude of potential bonus payouts, while maintaining focus on profitable growth.
ESPP Suspension	Approved a reduction in the number of shares reserved for issuance under the Second Amended and Restated Employee Stock Purchase Plan (ESPP) by 1,344,599 shares and the indefinite suspension of the ESPP, subject to stockholder approval of Proposal No. 2.	February 14, 2026 (upon the last purchase)	Part of a broader strategy to manage equity dilution and consolidate employee stock ownership programs under the Stock Purchase and Matching Plan.
Stock Purchase and Matching Plan Share Increase	Approved an increase of 672,300 shares for issuance under the matching component of the Calix, Inc. Amended and Restated Stock Purchase and Matching Plan, subject to stockholder approval.	March 2026 (Board approval), pending stockholder approval at the May 14, 2026 meeting	Aims to provide sufficient shares for employee stock ownership and retention for approximately four to five years, balancing employee incentives with dilution concerns.

Stakeholder Impact

Shareholders: Will vote on key governance matters, including director elections, executive compensation, and a significant increase in the employee stock plan. Benefit from strong 2025 financial performance and enhanced corporate governance practices.
Employees: Benefit from the Stock Purchase and Matching Plan, which is a key recruiting and retention tool, and the transition to PSUs/RSUs for long-term incentives. The company's growth and investment in AI also provide career opportunities.
Customers: Benefit from Calix's continued investment in its third-generation platform, agentic AI capabilities, and customer success initiatives, aimed at transforming them into Communication Experience Providers (CXPs).

Next Steps

The Annual Meeting of Stockholders will be held on May 14, 2026, to vote on the proposals.
Voting results will be announced by filing a Current Report on Form 8-K within four business days after the Annual Meeting.
The next say-on-pay advisory vote will be held at the 2027 Annual Meeting, unless the Board modifies its frequency determination.
Stockholder proposals for inclusion in the 2027 proxy materials must be submitted by November 27, 2026.
Stockholder proposals not for inclusion in the 2027 proxy materials or director nominations must be submitted between January 14, 2027, and February 13, 2027.
Notice for director nominees under Rule 14a-19 for the 2027 Annual Meeting is due by March 15, 2027.
Continued investment in the third-generation platform, agentic AI capabilities, and customer success initiatives is planned.
New executive stock ownership guidelines and the PSU/RSU-focused equity compensation program will be implemented starting in 2026.

Key Dates

Date	Description
1999	Carl Russo became a director of Calix.
December 2002	Carl Russo became Chief Executive Officer of Calix.
2006	Wade Oosterman became president of Bell Mobility.
2006-2018	Wade Oosterman served as president of Bell Mobility.
2006-2020	Wade Oosterman served as chief brand officer of Bell Canada.
2006-2023	Wade Oosterman served on the board of directors of EnStream.
May 2007 November 2010	Kathleen Crusco served as senior vice president and chief financial officer at Activant Solutions Inc.
May 2009 May 2012	Michael Weening served as vice president of business sales at Bell Mobility in Canada.
2010	Calix's 2010 Equity Incentive Award Plan was established.
2012	Calix began holding its annual meetings online.
May 2012 August 2014	Michael Weening served as senior vice president of customer and sales growth in Japan and Asia Pacific at Salesforce.
2013-2016	Rajatish Mukherjee served as senior vice president of Product at GoDaddy.
2014	Christopher J. Bowick and Kevin Peters became independent directors.
August 2014 June 2016	Michael Weening served as senior vice president of global customer success and services at Salesforce.
May 2015 April 2017	Shane Eleniak served as vice president, product line leadership.
February 29, 2016	KPMG LLP began auditing Calix's financial statements.
June 2016 January 2019	Michael Weening served as executive vice president in various capacities over field operations and sales and marketing organizations.
August 2016 November 2017	Kathleen Crusco served as executive vice president, chief operating officer and chief financial officer at Epicor Software Corporation.
May 2017 July 2018	Shane Eleniak served as vice president, systems products.
May 31, 2017 September 30, 2017	Cory Sindelar served as interim chief financial officer and principal accounting officer.
June 2017	The Cybersecurity Committee was established (later became AI and Cybersecurity Committee in 2025). Kathleen Crusco and Kira Makagon joined the Board as independent directors.
October 1, 2017	Cory Sindelar became chief financial officer and principal accounting officer.
December 2017 January 2020	Kathleen Crusco served as executive vice president and chief financial officer at Kony, Inc.
February 2018 July 2022	Kevin Peters served as president and chief executive officer of NetNumber Inc.
June 2018	The Strategic Committee was established.
August 2018 January 2020	Shane Eleniak served as senior vice president, Platforms.
2019	Calix's 2019 Equity Incentive Award Plan was established. Wade Oosterman joined the board of Telephone & Data Systems Inc.
January 2019 August 2020	Michael Weening served as executive vice president, global operations.
May 2019	Calix adopted its first clawback policy.
January 2020 September 2021	Shane Eleniak served as senior vice president, Revenue Edge Products.
March 2020 May 2025	Michael J. Berry served as executive vice president and chief financial officer of NetApp, Inc.
2020	Wade Oosterman joined the board of Stagwell, Inc.
August 2020 January 2021	Michael Weening served as executive vice president and chief operating officer.
January 2021 January 2024	Wade Oosterman served as president of Bell Media.
January 2021 September 2022	Michael Weening served as president and chief operating officer at Calix.
July 2021	Carl Russo became Chairman of the Board of Directors.
September 2021 December 2022	Shane Eleniak served as executive vice president of products.
February 2022 February 2025	Rajatish Mukherjee served as executive vice president and general manager for Employer at Indeed.
2022	Rajatish Mukherjee became an independent director.
June 2022 March 2023	Kevin Peters served as president, chief executive officer and board member of Titanium Software.
October 2022	Michael Weening became president and chief executive officer of Calix. Carl Russo ceased serving as chief executive officer.
January 2023	Shane Eleniak became chief product officer.
March 2023 November 2025	John Durocher served as chief customer officer.
November 2023	Calix adopted a second clawback policy in compliance with SEC rules.
2024	Wade Oosterman became an independent director.
August 2024	Kevin Peters became lead independent director.
January 31, 2025	Talent and Compensation Committee approved annual grants of service-based and performance-based stock options for NEOs.
February 5, 2025	AllianceBernstein L.P. filed a Schedule 13G with the SEC.
May 7, 2025	J. Matthew Collins, former CCOO, passed away.
May 8, 2025	Eleanor Fields' service on the Board ended.
May 2025	Michael J. Berry joined MongoDB, Inc. as chief financial officer. Michael J. Berry was elected to the Board as a Class III director. Stockholders approved an increase of 1,250,000 shares for the matching component of the Stock Purchase and Matching Plan.
September 2025	Kathleen Crusco joined Bonterra Tech LLC as chief financial officer.
July 18, 2025	BlackRock, Inc. filed a Schedule 13G/A with the SEC.
November 2025	John Durocher was appointed chief operating officer.
December 31, 2025	Fiscal year end for Calix. Company headcount was 1,921 employees.
February 2026	Talent and Compensation Committee certified the achievement of 2025 Performance Metrics for performance-based stock options.
February 14, 2026	The Employee Stock Purchase Plan (ESPP) was indefinitely suspended, effective upon the last purchase, subject to stockholder approval of Proposal No. 2.
March 2026	The Board approved an increase of 672,300 shares for the matching component of the Stock Purchase and Matching Plan, subject to stockholder approval. The Board also amended the Non-Employee Director Equity Compensation Policy to provide for RSUs rather than RSAs.
March 17, 2026	Record date for stockholders entitled to vote at the Annual Meeting. 64,609,498 shares of common stock outstanding.
March 27, 2026	The Notice of Annual Meeting, Proxy Statement, and Form of Proxy were distributed and made available.
April 1, 2026	Effective date of the amended Non-Employee Director Equity Compensation Policy.
April 24, 2026	Deadline to request paper copies of proxy materials prior to the Annual Meeting.
May 13, 2026	Deadline for submitting proxy votes via Internet or phone (11:59 p.m. Eastern Daylight Time).
May 14, 2026	Annual Meeting of Stockholders to be held virtually at 10:45 a.m. Pacific Daylight Time.
June 8, 2026	Deadline to request paper copies of proxy materials on an ongoing basis.
June 2026	Michael J. Berry does not intend to stand for re-election to the Rapid7 board.
August 8, 2026	Commencement of the Offering Period for the Stock Purchase and Matching Plan where Restricted Stock Units will be used.
November 7, 2026	Deadline for stockholder proposals to be considered for inclusion in next year's proxy materials.
January 14, 2027 February 13, 2027	Window for stockholders to submit proposals not for inclusion in proxy materials or to nominate directors for the 2027 Annual Meeting.
March 15, 2027	Deadline for stockholders to provide notice under Rule 14a-19 for director nominees for the 2027 Annual Meeting.

Recommendation

hold

The filing details strong past financial performance and proactive adjustments to compensation and governance based on shareholder feedback, which are positive indicators. However, as a routine proxy statement, it does not contain new, immediately price-moving information. The proposals are largely standard for an annual meeting, and while the share reserve increase could be dilutive, it's framed within a broader compensation strategy. Therefore, a 'hold' recommendation is appropriate for a seasoned investor awaiting further operational updates.

Keywords

Calix, CALX, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Stock Purchase Plan, Director Election, Financial Performance, Cybersecurity, Artificial Intelligence, Shareholder Proposal, Compensation Committee, SEC Filing

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