v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

Background

Item 402(v) of the Commission’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive “compensation actually paid” (CAP) and our performance against several specific financial metrics. We have included the table and disclosure below in accordance with the final rule, which was effective on October 11, 2022. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2025 (which is different than the financial metrics we are required to include in the tables and discussion below) and our pay-for-performance philosophy, please refer to the “Compensation Discussion and Analysis.”

PAY VERSUS PERFORMANCE TABLE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100
Investment Based On:

 

 

 

 

 

Year(1)

Summary
Compensation
Table Total
for PEO
($)
(1)

 

Compensation
Actually
Paid to PEO ($)
(1)(2)

 

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs ($)
(1)(3)

 

Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)
(1)(4)

 

Total
Shareholder
Return ($)
(5)

 

Peer Group
Total
Shareholder
Return ($)
(6)

 

Net
Income
(Loss)
(in millions)
($)

 

Adjusted
EBITDA
(including CCS)
(in millions)
($)
(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

15,417,850

 

 

78,539,910

 

 

4,143,489

 

 

11,742,764

 

 

135.30

 

 

243.67

 

 

2,283.7

 

 

1,334.0

 

2024

 

20,053,811

 

 

29,563,977

 

 

4,609,100

 

 

6,517,036

 

 

36.72

 

 

191.35

 

 

(315.5

)

 

1,095.1

 

2023

 

12,300,463

 

 

440,798

 

 

2,930,969

 

 

1,008,157

 

 

19.87

 

 

139.48

 

 

(1,506.8

)

 

996.6

 

2022

 

10,599,962

 

 

4,965,937

 

 

2,916,369

 

 

2,231,441

 

 

51.80

 

 

119.54

 

 

(1,286.9

)

 

1,223.4

 

2021

 

2,865,860

 

 

570,304

 

 

2,184,701

 

 

1,190,693

 

 

77.80

 

 

150.30

 

 

(462.6

)

 

1,043.3

 

 

(1)
The named executive officers included in the above table were:

 

 

 

Year

Primary Executive Officer (PEO)

Non-PEO NEOs

 

2025

Charles L. Treadway

 Kyle D. Lorentzen, Koen ter Linde, Krista R. Bowen, Charles A. Gilstrap, Justin C. Choi

 

2024

Charles L. Treadway

 Kyle D. Lorentzen, Justin C. Choi, Farid Firouzbakht and Koen ter Linde

 

2023

Charles L. Treadway

 Kyle D. Lorentzen, Justin C. Choi, Bartolomeo A. Giordano and Gonzaga J. Chow

 

2022

Charles L. Treadway

 Kyle D. Lorentzen, Markus R. Ogurek, Justin C. Choi and John R. Carlson

 

2021

Charles L. Treadway

 Kyle D. Lorentzen, Alexander W. Pease, Justin C. Choi, Morgan C.S. Kurk, Robyn T. Mingle and Brooke B. Clark

 

 

(2)
Amounts represent CAP to Mr. Treadway, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Treadway during the applicable year. As required by the rules of the Commission, the CAP amount for each year is determined by adding (or subtracting, as applicable) the following to the SCT total compensation for the relevant year: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The adjustments to determine CAP for 2025 for Mr. Treadway are as follows:

 

 

 

 

 

 

2025

 

 

 

 

 

Deduction for amounts reported under the “Stock Awards”
   column in the SCT

 

$

(10,001,250

)

Fair value of awards granted during the year that remain
   outstanding and unvested as of year-end

 

 

33,313,875

 

Change in fair value from prior year-end to current year-end
   of awards granted in prior years that were outstanding and
   unvested as of year-end

 

 

20,679,407

 

Change in fair value from prior year-end to current year-end of
   awards granted in prior years that vested during the year

 

 

19,130,028

 

Fair value of awards granted in prior years that were forfeited during the year

 

 

 

Incremental fair value of awards modified during year

 

 

 

Total

 

$

63,122,060

 

 

(3)
Amounts represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. These non-CEO NEOs are identified above in footnote 1.
(4)
Amounts represent the average of the CAP amounts for the non-PEO NEOs as a group, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. As required by the rules of the Commission, the following adjustments were made to the SCT total
compensation for 2025 to determine the average CAP for the non-PEO NEOs, using the same methodology as described above in footnote 2:

 

 

 

 

 

 

2025

 

 

 

 

 

Deduction for amounts reported under the “Stock Awards”
   column in the SCT

 

$

(8,667,098

)

Fair value of awards granted during the year that remain
   outstanding and unvested as of year-end

 

 

22,598,374

 

Change in fair value from prior year-end to current year-end
   of awards granted in prior years that were outstanding and
   unvested as of year-end

 

 

13,002,972

 

Change in fair value from prior year-end to current year-end
   of awards granted in prior years that vested during the
   year

 

 

12,706,331

 

Fair value of awards granted in prior years that were
   forfeited during the year

 

 

(1,707,987

)

Incremental fair value of awards modified during the year

 

 

63,780

 

Total

 

$

37,996,372

 

 

(5)
Cumulative TSR is calculated by dividing (a) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. These share prices are adjusted for dividends paid during the measurement period, assuming they were reinvested.
(6)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Standard & Poor’s 1500 Communications Equipment Index.
(7)
Adjusted EBITDA (including CCS) consists of adjusted EBITDA from continuing operations but including the CCS segment. See the aggregation of Adjusted EBITDA included in Appendix A hereto. Amounts shown in the table for prior years were calculated in the same manner. As described in the “Compensation Discussion and Analysis,” the Compensation Committee uses a number of performance measures to evaluate performance under our compensation programs, but the Company has determined that Adjusted EBITDA (including CCS) is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to Company performance.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)
The named executive officers included in the above table were:

 

 

 

Year

Primary Executive Officer (PEO)

Non-PEO NEOs

 

2025

Charles L. Treadway

 Kyle D. Lorentzen, Koen ter Linde, Krista R. Bowen, Charles A. Gilstrap, Justin C. Choi

 

2024

Charles L. Treadway

 Kyle D. Lorentzen, Justin C. Choi, Farid Firouzbakht and Koen ter Linde

 

2023

Charles L. Treadway

 Kyle D. Lorentzen, Justin C. Choi, Bartolomeo A. Giordano and Gonzaga J. Chow

 

2022

Charles L. Treadway

 Kyle D. Lorentzen, Markus R. Ogurek, Justin C. Choi and John R. Carlson

 

2021

Charles L. Treadway

 Kyle D. Lorentzen, Alexander W. Pease, Justin C. Choi, Morgan C.S. Kurk, Robyn T. Mingle and Brooke B. Clark

 

       
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Standard & Poor’s 1500 Communications Equipment Index.        
PEO Total Compensation Amount $ 15,417,850 $ 20,053,811 $ 12,300,463 $ 10,599,962 $ 2,865,860
PEO Actually Paid Compensation Amount $ 78,539,910 29,563,977 440,798 4,965,937 570,304
Adjustment To PEO Compensation, Footnote The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The adjustments to determine CAP for 2025 for Mr. Treadway are as follows:

 

 

 

 

 

 

2025

 

 

 

 

 

Deduction for amounts reported under the “Stock Awards”
   column in the SCT

 

$

(10,001,250

)

Fair value of awards granted during the year that remain
   outstanding and unvested as of year-end

 

 

33,313,875

 

Change in fair value from prior year-end to current year-end
   of awards granted in prior years that were outstanding and
   unvested as of year-end

 

 

20,679,407

 

Change in fair value from prior year-end to current year-end of
   awards granted in prior years that vested during the year

 

 

19,130,028

 

Fair value of awards granted in prior years that were forfeited during the year

 

 

 

Incremental fair value of awards modified during year

 

 

 

Total

 

$

63,122,060

 

 

       
Non-PEO NEO Average Total Compensation Amount $ 4,143,489 4,609,100 2,930,969 2,916,369 2,184,701
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,742,764 6,517,036 1,008,157 2,231,441 1,190,693
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Amounts represent the average of the CAP amounts for the non-PEO NEOs as a group, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. As required by the rules of the Commission, the following adjustments were made to the SCT total
compensation for 2025 to determine the average CAP for the non-PEO NEOs, using the same methodology as described above in footnote 2:

 

 

 

 

 

 

2025

 

 

 

 

 

Deduction for amounts reported under the “Stock Awards”
   column in the SCT

 

$

(8,667,098

)

Fair value of awards granted during the year that remain
   outstanding and unvested as of year-end

 

 

22,598,374

 

Change in fair value from prior year-end to current year-end
   of awards granted in prior years that were outstanding and
   unvested as of year-end

 

 

13,002,972

 

Change in fair value from prior year-end to current year-end
   of awards granted in prior years that vested during the
   year

 

 

12,706,331

 

Fair value of awards granted in prior years that were
   forfeited during the year

 

 

(1,707,987

)

Incremental fair value of awards modified during the year

 

 

63,780

 

Total

 

$

37,996,372

 

       
Compensation Actually Paid vs. Total Shareholder Return

img261271190_29.gif

       
Compensation Actually Paid vs. Net Income

img261271190_31.gif

       
Compensation Actually Paid vs. Company Selected Measure

img261271190_32.gif

       
Total Shareholder Return Vs Peer Group

img261271190_30.gif

       
Tabular List, Table

List of Most Important Financial Measures

The financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to company performance, are as follows:

Adjusted EBITDA (including CCS)
Revenue
TSR
       
Total Shareholder Return Amount $ 135.3 36.72 19.87 51.8 77.8
Peer Group Total Shareholder Return Amount 243.67 191.35 139.48 119.54 150.3
Net Income (Loss) $ 2,283,700,000 $ (315,500,000) $ (1,506,800,000) $ (1,286,900,000) $ (462,600,000)
Company Selected Measure Amount 1,334,000,000 1,095,100,000 996,600,000 1,223,400,000 1,043,300,000
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description Adjusted EBITDA (including CCS) consists of adjusted EBITDA from continuing operations but including the CCS segment. See the aggregation of Adjusted EBITDA included in Appendix A hereto. Amounts shown in the table for prior years were calculated in the same manner. As described in the “Compensation Discussion and Analysis,” the Compensation Committee uses a number of performance measures to evaluate performance under our compensation programs, but the Company has determined that Adjusted EBITDA (including CCS) is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs, for the most recently completed fiscal year, to Company performance.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name TSR        
Mr. Treadway [Member]          
Pay vs Performance Disclosure          
PEO Name Charles L. Treadway Charles L. Treadway Charles L. Treadway Charles L. Treadway Charles L. Treadway
PEO | Mr. Treadway [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 63,122,060        
PEO | Mr. Treadway [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (10,001,250)        
PEO | Mr. Treadway [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 33,313,875        
PEO | Mr. Treadway [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 20,679,407        
PEO | Mr. Treadway [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 19,130,028        
PEO | Mr. Treadway [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Treadway [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 37,996,372        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,667,098)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 22,598,374        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,002,972        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,706,331        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,707,987)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 63,780