Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 24, 2023, Remi K. Thomas, Chief Financial Officer and Executive
Vice President, Finance of Extreme Networks, Inc. (the "Company" or "Extreme"),
tendered his resignation from his position with the Company effective February
16, 2023 to pursue a senior executive finance position outside of the networking
industry. Pending his resignation, Mr. Thomas will assist with a transition of
his roles and responsibilities to the Company's Interim Chief Financial Officer.
(c) Effective January 24, 2023, Cristina Tate was appointed as the Company's
Interim Chief Financial Officer and, effective February 16, 2023, Ms. Tate was
appointed as the Company's Principal Financial and Accounting Officer. Ms. Tate
will assume these roles while the Company conducts a comprehensive search for a
new Chief Financial Officer.
Ms. Tate, 55, is serving as the Company's Interim Chief Financial Officer and
Senior Vice President of Finance. In this role, Ms. Tate manages finance,
accounting, tax, treasury and internal audit on a global basis and supports
investor relations. Ms. Tate joined Extreme in March 2019, as Vice President of
Finance and has served in roles of increasing responsibility at the Company,
including most recently as Senior Vice President, Financial Planning & Analysis
("FP&A") since August of 2022. She brings 12 years of experience in the areas of
financial planning to the Company. Before joining Extreme, Ms. Tate held the
position of Vice President of Product Group Finance and Vice President of FP&A
and Central Functions Finance at Micro Focus International plc, a software and
IT company, from September 2017 to March 2019. Previously, she held a variety of
roles at HP and then Hewlett-Packard Enterprise, including Vice President of
FP&A for the Software Business Unit, Senior Director of Finance for the Global
Real Estate and Security organization, and Director of Enterprise Risk
Management. Ms. Tate holds a B.A. in Economics and Mathematics from the
University of California, Santa Barbara where she graduated with college honors
and high honors.
The Company will (a) adjust Ms. Tate's annualized base salary to $350,000 per
annum with an annual target bonus of 45%, (b) provide a one-time bonus of
$50,000, and (c) make a one-time grant on February 15, 2023 of Restricted Stock
Units ("RSUs"), where the number of RSUs will be calculated by dividing $100,000
by the average closing price of the Company's common stock for the 30 trading
days ending February 10, 2023. All of the RSUs will vest on the first
anniversary of the date of grant, subject to her continued service through such
date.
Consistent with the Company's practice for its current executives, Ms. Tate will
be a participant as a "Vice President" under the Executive Change in Control
Severance Plan substantially in the form attached as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 10, 2019, as amended by the amendment to the Executive Change
in Control Several Plan attached as Exhibit 10.47 to the Company's Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on April
29, 2021.
Ms. Tate will also enter into the Company's Indemnification Agreement in the
form previously approved by the Board, and will participate in the Company's
employee benefit plans, policies and arrangements applicable to other executive
officers generally.
There are no family relationships between Ms. Tate and any director or executive
officer of the Company, and she has no direct or indirect material interest in
any related party transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release dated January 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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