DEF 14A 1 calx12312016-proxystatement.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )


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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
 
CALIX, INC.

(Name of Registrant as Specified In Its Charter)
  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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calixlogoproxy2017.jpg

CALIX, INC.
1035 N. McDowell Boulevard
Petaluma, California 94954
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2017
To the Stockholders of Calix, Inc.:

The Annual Meeting of Stockholders (“Annual Meeting”) of Calix, Inc. (“Calix”), will be held virtually, via live webcast at www.virtualshareholdermeeting.com/CALX17, on Wednesday, May 17, 2017, at 9:00 a.m. Pacific Daylight Time. The meeting will be online only, and will be held for the following purposes: 
 
1.
To elect two directors to the Calix Board of Directors (“Board”);
 
2.
To approve the Amended and Restated Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock issuable under the ESPP by 3,000,000;
 
3.
To approve the 2017 Nonqualified Employee Stock Purchase Plan;
 
4.
To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”);
 
5.
To approve, on a non-binding, advisory basis, the frequency of future advisory votes to approve the compensation of our NEOs;
 
6.
To ratify the selection of KPMG LLP as Calix’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and
 
7.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The above items of business are more fully described in the Proxy Statement. Only stockholders who owned Calix common stock at the close of business on March 21, 2017 can vote at this meeting or any adjournments that take place.
We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials unless they specifically request them. We will send a Notice of Internet Availability of Proxy Materials (“Notice”) on or about April 4, 2017 to our stockholders of record as of the close of business on March 21, 2017. We are also providing access to our proxy materials over the Internet beginning on or about April 4, 2017. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and will reduce the environmental impact of the proxy materials.
The Notice contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice also provides: the date and time of the virtual Annual Meeting; the matters to be acted upon at the meeting and the Board’s recommendation with regard to each matter; and information on how to attend the virtual Annual Meeting and vote online.
You are cordially invited to attend the virtual Annual Meeting, but whether or not you expect to attend, to ensure that your vote is recorded, you should vote and submit your proxy over the Internet following the voting procedures described in the Notice. In addition, you can vote and submit your proxy online, or if you have requested and received paper copies of proxy materials, over the phone or by signing, dating and returning by mail the proxy card sent to you.

 
 
By Order of the Board of Directors
 
 
/s/ William J. Atkins
 
 
William J. Atkins
 
 
Executive Vice President, Chief Financial Officer
Petaluma, California
 
 
April 4, 2017
 
 


The Notice of Annual Meeting, Proxy Statement and Form of Proxy are being distributed and made available on or about April 4, 2017.



PROXY STATEMENT
FOR 2017 ANNUAL MEETING OF STOCKHOLDERS
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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CALIX, INC.
1035 N. McDowell Boulevard
Petaluma, California 94954
PROXY STATEMENT
FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2017
The Board of Directors of Calix, Inc. is soliciting your proxy to vote at the virtual Annual Meeting of Stockholders to be held on May 17, 2017, at 9:00 a.m. Pacific Daylight Time, and any adjournment or postponement of that meeting (“Annual Meeting”). The Annual Meeting will be held via live webcast only at www.virtualshareholdermeeting.com/CALX17.
We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders of record as of March 21, 2017 (“Record Date”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or email may be found in the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 4, 2017, we are making this Proxy Statement available on the Internet and are mailing the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail or email this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials within three business days of request.
The only voting securities of Calix, Inc. are shares of common stock, $0.025 par value per share (“common stock”), of which there were 49,624,384 shares outstanding as of the Record Date (excluding any treasury shares). We need the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present or represented by proxy, to hold the Annual Meeting.
In this Proxy Statement, we refer to Calix, Inc. as the “Company,” “Calix,” “we” or “us” and the Board of Directors as the “Board.” When we refer to Calix’s fiscal year, we mean the twelve-month period ending December 31 of the stated year.
Our Annual Report to Stockholders, which contains consolidated financial statements for fiscal year 2016, accompanies this Proxy Statement if you have requested and received a copy of the proxy materials in the mail. Stockholders that received the Notice can access this Proxy Statement and the Annual Report to Stockholders at the website referred to in the Notice. You also may obtain a copy of our Annual Report on Form 10-K for fiscal year 2016, which was filed with the Securities and Exchange Commission (“SEC”), without charge, by writing to our Investor Relations department at the above address. Our Annual Report on Form 10-K and Proxy Statement are also available under “SEC Filings” in the Investor Relations section of our website at investor-relations.calix.com and at the SEC’s web site at www.sec.gov.


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THE PROXY PROCESS AND STOCKHOLDER VOTING
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 21, 2017 will be entitled to vote online at the Annual Meeting. At the close of business on March 21, 2017, there were 49,624,384 shares of common stock issued and outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on March 21, 2017, your shares were registered directly in your name with Calix’s transfer agent, Computershare, Inc., then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted we urge you to vote by proxy on the Internet as instructed below, or if you request and receive a proxy card by mail or email, over the phone or by signing, dating and returning by mail the proxy card sent to you.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on March 21, 2017, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in a “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also welcome to attend the Annual Meeting and to vote online.
What do I need in order to be able to attend the Annual Meeting online?
Calix will be hosting the Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CALX17. The webcast will start at 9:00 a.m. Pacific Daylight Time. Stockholders may vote and submit questions while attending the Annual Meeting online. In order to be able to participate in the online Annual Meeting, you will need the control number included on your Notice or, if you received a printed copy of the proxy materials, your proxy card if you are a stockholder of record, or included with your voting instruction card and voting instructions you received from your broker, bank or other agent if you hold your shares in a “street name.” Instructions on how to participate online are also posted online at www.virtualshareholdermeeting.com/CALX17.
What am I being asked to vote on?
You are being asked to vote on:
election of two Class I directors to hold office until our 2020 Annual Meeting of Stockholders (Proposal No. 1);
approval of the Amended and Restated Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock issuable under the ESPP by 3,000,000 (Proposal No. 2);
approval of the 2017 Nonqualified Employee Stock Purchase Plan (“Nonqualified ESPP”) (Proposal No. 3);
approval on a non-binding, advisory basis of the compensation of our named executive officers, or NEOs, as disclosed in this Proxy Statement (Proposal No. 4);
approval on a non-binding, advisory basis of the frequency of future advisory votes of the compensation of our NEOs, as disclosed in this Proxy Statement (Proposal No. 5); and
ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 (Proposal No. 6).
In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.
How does the Board recommend I vote on the Proposals?
The Board recommends that you vote:
FOR each of the Class I director nominees;
FOR approval of our ESPP;
FOR approval of our Nonqualified ESPP;
FOR approval, on a non-binding, advisory basis, of the compensation of our NEOs;
A frequency of every “1 year” for future advisory votes to approve the compensation of our NEOs; and
FOR ratification of KPMG LLP as our independent registered public accounting firm.

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How do I vote?
For election of directors, you may either vote “For” the two nominees or you may “Withhold” your vote for all or for any nominee you specify. For any other matter to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in any of the following manners:
To vote during the Annual Meeting, follow the online instructions provided on the Notice of Internet Availability of Proxy Materials to login to www.virtualshareholdermeeting.com/CALX17 to cast your vote.
To vote over the Internet prior to the Annual Meeting, follow the instructions provided on the Notice of Internet Availability of Proxy Materials.
To vote by phone, call the toll free number found on the proxy card you request and receive by mail or email, which you can request by following the instructions provided on the Notice of Internet Availability of Proxy Materials.
To vote by mail, complete, sign and date the proxy card you request and receive by mail or email, and return it promptly by mail. As long as we receive your signed proxy card, or your vote by Internet or phone, by 11:59 p.m. Eastern Daylight Time on May 16, 2017, we will vote your shares as you direct.
Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy, phone or the Internet to ensure that your vote is counted. Even if you have submitted a proxy or voted by phone or the Internet before the Annual Meeting, you may still attend the Annual Meeting and vote online. In such case, your previously submitted proxy or vote will be disregarded.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Complete and mail the voting instruction card to ensure that your vote is counted. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form. You may also vote online at the Annual Meeting.
Who counts the votes?
Broadridge Financial Solutions, Inc., or Broadridge, has been engaged as our independent agent to tabulate stockholder votes. If you are a stockholder of record, and you choose to vote over the Internet (either prior to or during the Annual Meeting) or by phone, Broadridge will access and tabulate your vote electronically, and if you have requested and received proxy materials via mail or email and choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in a “street name”) returns one proxy card to Broadridge on behalf of all its clients.
What is the required vote and how are votes counted?
A majority of the outstanding shares of common stock must be present or represented by proxy at the Annual Meeting in order to have a quorum. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum.
With respect to Proposal No. 1, the election of directors, directors will be elected by a plurality of the votes cast, which means that the two nominees receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes will have no effect with regard to this proposal, because approval of a percentage of shares present or outstanding is not required for this proposal.
With respect to Proposals No. 2, 3, 4 and 6, the affirmative vote of the holders of a majority in voting power of the shares of common stock present or by proxy and entitled to vote on the proposal is required for approval. Abstentions have the same effect as a vote against these proposals.
With respect to Proposal No. 5, the applicable “1 year,” “2 years” or “3 years” option must receive the affirmative vote of the holders of a majority in voting power of the shares of common stock which are present or represented by proxy and entitled to vote on this proposal. However, if none of the frequency alternatives receives a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by our stockholders. Abstentions will not have any effect on the vote on this proposal.
Because your votes on Proposal No. 4 and 5 are advisory, they will not be binding on us, our Board or our Compensation Committee. However, we value our stockholders’ views on the effectiveness of our executive compensation program and our Board and Compensation Committee will consider the advisory vote of our stockholders when making future decisions about executive compensation.
Under the New York Stock Exchange (“NYSE”) rules, brokers are permitted to vote their clients’ proxies in their own discretion as to certain “routine” proposals. However, where a proposal is considered “non-routine,” a broker who has received no instructions from its client

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generally does not have discretion to vote its clients’ uninstructed shares on that proposal. When a broker indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, the missing votes are referred to as “broker non-votes.” Those shares would be considered present for purposes of determining whether a quorum is present, but would not be counted in determining the number of votes present for the proposal. Those shares would not be taken into account in determining the outcome of the non-routine proposal.
Under NYSE rules, Proposals No. 1 through No. 5 are non-routine matters while Proposal No. 6 is a routine matter. Because brokers cannot vote uninstructed shares on behalf of their customers for non-routine matters, it is important that stockholders vote their shares.
Broadridge will separately count “For” and “Withhold” votes with respect to Proposal No. 1, “For” and “Against” votes and abstentions, with respect to Proposal Nos. 2, 3, 4 and 5, and “For” and “Against” votes, abstentions and broker non-votes with respect to Proposal No. 6.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of March 21, 2017.
What if I return a proxy card but do not make specific choices?
If you have properly requested and received a proxy card by mail or email, and we receive a signed and dated proxy card that does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the two nominees for director, “For” Proposals No. 2, 3, 4 and 6 and a frequency of every “1 year” for Proposal No. 5. If any other matter is properly presented at the Annual Meeting, the individuals named as proxy holders on your proxy card will vote your shares in the manner recommended by the Board on all proposals presented in this Proxy Statement and as they may determine in their best judgment as to any other matters properly presented for vote at the Annual Meeting.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by phone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
In addition, we have engaged MacKenzie Partners, Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $15,000, plus reasonable out-of-pocket expenses.
What does it mean if I receive more than one Notice of Internet Availability of Materials or set of materials?
If you receive more than one Notice of Internet Availability of Materials or more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on the Internet on all of the Notices of Internet Availability of Proxy Materials or proxy cards you receive via mail or email upon your request, which includes voting over the Internet, phone or by signing and returning all of the proxy cards you request and receive.
Can I change my vote after submitting my proxy or voting on the Internet or by phone?
Yes. You can revoke your proxy or prior vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy or prior vote in any one of three ways:
You may submit another properly completed proxy with a later date or submit a new vote on the Internet or by phone using the same instructions followed when you submitted your prior vote.
You may send a written notice that you are revoking your proxy to Calix’s Corporate Secretary at 1035 N. McDowell Boulevard, Petaluma, California 94954.
You may attend the Annual Meeting and vote online. Simply logging into the Annual Meeting will not, by itself, revoke your proxy or prior vote.
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.
How will voting on any business not described in this Proxy Statement be conducted?
We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented for vote at the Annual Meeting and you are not attending the meeting in person but have voted by proxy, the individuals named as proxy holder on your proxy card will vote your shares as they may determine in their best judgment.

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When are stockholder proposals due for next year’s Annual Meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 5, 2017, to Calix’s Corporate Secretary at 1035 N. McDowell Boulevard, Petaluma, California 94954. If you wish to submit a proposal that is not to be included in next year’s proxy materials under the SEC’s shareholder proposal procedures or nominate a director, you must do so between January 17, 2018 and February 16, 2018; provided that if the date of the annual meeting is earlier than April 17, 2018 or later than July 16, 2018, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present or represented by proxy at the Annual Meeting. On the Record Date, there were 49,624,384 shares outstanding and entitled to vote. Accordingly, 24,812,193 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.
Your shares will be counted towards the quorum if you submit a valid proxy vote or vote online at the Annual Meeting. Abstentions and broker non-votes also will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present or represented by proxy, may adjourn the Annual Meeting to another time or place.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Amended and Restated Certificate of Incorporation provides that our Board shall be divided into three classes, with the directors in each class having a three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.
As of April 4, 2017, the date this Proxy Statement is made available, the Board consists of nine directors, divided into the three following classes:
Class I directors: Kevin DeNuccio, Michael Matthews and Thomas Pardun, whose current terms will expire at the annual meeting of stockholders to be held in 2017;
Class II directors: Christopher Bowick, Michael Flynn, Kevin Peters and Carl Russo, whose current terms will expire at the annual meeting of stockholders to be held in 2018; and
Class III directors: Michael Everett and Don Listwin, whose current terms will expire at the annual meeting of stockholders to be held in 2019.
At a regularly scheduled meeting in March 2017, our Board of directors adopted a resolution to move Mr. Russo from the Class II directors class to the Class III directors class in order to achieve a more equal balance of members among the director classes, with such move to be effective immediately following the 2017 Annual Meeting. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.
Our Nominating and Corporate Governance Committee recommended, and the Board approved, Kevin DeNuccio and Michael Matthews as nominees for election to the Board at the 2017 Annual Meeting. Each of Messrs. DeNuccio and Matthews has been nominated to serve as a Class I director, and has agreed to stand for reelection. Mr. Pardun, one of our Class I directors, notified us of his decision to retire from the Board effective following the 2017 Annual Meeting and, therefore, will not be standing for reelection at the 2017 Annual Meeting. Each director to be elected will hold office from the date of such director’s election by the stockholders until the third subsequent annual meeting of stockholders or until his successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two Class I director nominees named above. In addition, our Nominating and Corporate Governance Committee has recommended, and our Board has approved, that the number of directors of our Board will automatically be reduced to eight immediately following the 2017 Annual Meeting.
The Board expects each of the nominees to be available for election to the Board at the 2017 Annual Meeting. In the event that any nominee should be unable to serve or for good cause will not serve, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.
Our Director Nominees and Board of Directors
At least annually our Nominating and Corporate Governance Committee reviews the skills and characteristics of directors and the mix of skills and experience and diversity of the Board in the context of our business strategy, growth initiatives and our customers and target market, our business and operating requirements and the long-term interests of our stockholders. In doing so, the Nominating and Corporate Governance Committee seeks a board composition that can best perpetuate the success of the business and represent stockholder interests. The Committee also considers the tenure of our directors and seeks to maintain a balance of longer tenured directors with deep institutional knowledge and newer directors who bring new perspectives to the Board. See further discussion under “Board Committees — Nominating and Corporate Governance Committee” below regarding the Committee’s evaluation and selection of director nominees.
The Board believes that all the nominees named below are highly qualified and have the skills and experience required for effective service on the Board. Biographical information describing the qualifications and relevant experience, skills and attributes of our Class I nominees and our other current directors who will continue in office after the Annual Meeting is as of April 4, 2017.

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Nominees for Election to a Three-Year Term Expiring at the 2020 Annual Meeting of Stockholders

Kevin DeNuccio
 
Independent director

Age: 57
Director since 2012

Calix Board committees:
None

Other current directorships:
• Violin Memory, Inc.
• GroundCntrl, Inc. (private)
• Juniper Networks, Inc.
• SevOne, Inc. (private)
Mr. DeNuccio brings to our Board over 25 years of leadership and governance experience at communications technology companies and service providers worldwide. Since February 2014 he has served as president, chief executive officer and a member of the board of directors of Violin Memory, Inc., a publicly-held data storage company, which filed a voluntary petition for Chapter 11 bankruptcy protection in December 2016 and subsequently announced an acquisition bid by a unit of Soros Fund Management LLC that has been approved by the U.S. bankruptcy court.

Mr. DeNuccio served as chief executive officer of Metaswitch Networks, a telecommunications hardware and software company, from February 2010 until June 2012. From January 2007 until the present, Mr. DeNuccio has also worked as a private equity investor, both individually and through Wild West Capital, LLC, which he co-founded in July 2012. Mr. DeNuccio served as chief executive officer of Redback Networks from August 2001 until its acquisition by Ericsson in January 2007. From 1995 to 2001, he held a number of executive positions at Cisco Systems, including senior vice president of worldwide service provider operations. Prior to joining Cisco, Mr. DeNuccio was founder, president, and chief executive officer of Bell Atlantic Network Integration, a wholly owned subsidiary of Bell Atlantic (now Verizon Communications). He has also held senior management positions at both Unisys Corporation and Wang Laboratories network integration and worldwide channel partner businesses. Mr. DeNuccio previously served on numerous public and private boards of directors, including Sandisk, Redback and JDS Uniphase Corporation, each a publicly-held company.

Mr. DeNuccio has a Master of Business Administration from Columbia University and a Bachelor’s degree in Finance from Northeastern University, and currently serves on the board of Northeastern University.

Michael Matthews
 
Independent director

Age: 60
Director since 2010

Calix Board committees:
Audit

Other current directorships:
• MobileAware USA (private)
• Innovolt, Inc. (private)

Mr. Matthews is a marketing and business strategy executive with significant exposure to the telecommunications industry and to global markets. Mr. Matthews brings to our Board over 30 years of experience in the technology industry, and a strong background in telecommunications, software, technology and innovation. Mr. Matthews currently serves as an advisor to the TMForum, a global trade association with over 900 member companies including communication service providers, digital service providers and enterprises. Since January 2016, Mr. Matthews has served as chief executive officer and chairman of MobileAware USA, a privately-held technology company.

From January 2012 through September 2013, Mr. Matthews served as chief corporate development officer for the information technology company AGT International GMBH, responsible for AGT’s research and development, new business ventures and marketing. From September 2008 to December 2011, Mr. Matthews served as head of strategy and business development at Nokia Siemens Networks, a telecommunications company, where he directed the company’s strategic planning and investments, mergers and acquisitions program and strategic alliances and partnerships. From February 2003 to January 2008, Mr. Matthews served as chief marketing officer at Amdocs Inc. From September 1999 to March 2002 he served as the executive vice president, sales and marketing, at Groove Networks, a privately held software company which was acquired by Microsoft Corporation. Prior to this, he served in leadership positions across technology companies in the United States and Australia such as Platinum Technology, Inc. a database management software company which was acquired by Computer Associates, Inc., Sterling Software, a software company which was acquired by Computer Associates, Inc., and Digital Equipment Corporation, which was acquired by Compaq Computer Corporation.

Mr. Matthews has a degree in Civil Engineering from the University of Queensland, Australia.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH CLASS I DIRECTOR NOMINEE NAMED ABOVE.


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Directors Continuing in Office until the 2018 Annual Meeting of Stockholders

Christopher Bowick
Independent director

Age: 61
Director since 2014

Calix Board committees:
Compensation

Other current directorships:
• Minerva Networks (private)
• ComSonics, Inc. (private)
Mr. Bowick brings to our Board extensive experience in advising and managing companies in the technology and telecommunications industries. Mr. Bowick is principal of The Bowick Group, LLC, where he provides technology, product, business and executive-development advice and counsel to clients in the cable television and telecommunications industries.

From 1998 until his retirement in 2009, Mr. Bowick held various positions at Cox Communications. Mr. Bowick joined Cox in 1998 as vice president, technology development, and was named senior vice president of engineering & chief technical officer in 2000.  Mr. Bowick retired as chief technology officer of Cox Communications in June of 2009. At Cox, Mr. Bowick was responsible for strategic technology planning, day-to-day technical operations and the development and deployment of technology solutions for the company’s video, voice, high speed data and wireless products, including the development and deployment of telecommunications services, such as circuit-switched telephone, voice over IP, high-speed data, digital video, HDTV, video-on-demand and interactive television. Mr. Bowick was also responsible for network engineering and network operations for Cox’s nation-wide network infrastructure including its national backbone, Metropolitan Area Networks and HFC networks. Prior to joining Cox, Mr. Bowick served as group vice president/technology & chief technical officer for Jones Intercable, Inc., while simultaneously serving as president of Jones Futurex, a designer and manufacturer of triple DES, PC-based hardware encryption devices and provider of contract manufacturing services. Prior to Jones, Mr. Bowick served as vice president of engineering for Scientific Atlanta’s Transmission Systems Business Division, and as a design engineer for Rockwell International, Collins Avionics Division.

Mr. Bowick holds a Master of Business Administration from the University of Colorado and a Bachelor of Science in Electrical Engineering from the Georgia Institute of Technology.

Michael Flynn
Compensation Committee Chair
Independent director

Age: 68
Director since 2004

Calix Board committees:
Compensation (Chair)
Nominating & Corporate Governance

Other current directorships:
• Airspan Networks, Inc.
• Atlantic Tel-Networks (member of audit and compensation committees)
Mr. Flynn brings to our Board extensive experience in advising and managing companies in the technology and telecommunications industries. He also has expertise in public company corporate governance.

From June 1994 until his retirement in April 2004, Mr. Flynn served in various capacities at Alltel Corporation, a telecommunications provider. His most recent position at Alltel Corporation was group president. Mr. Flynn is owner and president of Deli Planet Inc., a privately-held company. Mr. Flynn formerly served on the board of directors and as chairman of the compensation committee of iLinc, and on the board of directors, audit committee and compensation committee of WebEx Communications, Inc., each a publicly-held company. Mr. Flynn also formerly served on the board of directors and as chairman of the compensation committee of GENBAND Inc., a privately-held company.

Mr. Flynn holds a Bachelor of Science in Industrial Engineering from Texas A&M University.
 
Kevin Peters
 
Independent director

Age: 53
Director since 2014

Calix Board committees:
Nominating & Corporate Governance

Other current directorships:
• MobileAware USA (private)
• UniTek Global Services, Inc. (private)
Mr. Peters brings to our Board a wealth of leadership experience gained over the course of a 28-year career with AT&T, one of world’s largest communications companies.

Mr. Peters formerly served as executive vice president, global customer service for AT&T, Inc., from 2012 until his retirement in 2014. Mr. Peters joined AT&T in 1986, and held various functional roles, including in IT, sales, engineering and finance until 2000. Mr. Peters then served as vice president, local network planning and project management in 2001. During his subsequent career at AT&T, Mr. Peters served in the following capacities: senior vice president, network engineering (2003-2004); senior vice president, global network technology program management, AT&T Labs (2005); senior vice president-enterprise systems and software engineering (2006); executive vice president, global network operations (2006-2009); and chief marketing officer, business (2010-2011). Since retiring, Kevin has provided advisory services to a number of companies, including Accenture and J&L Group. Mr. Peters currently volunteers and serves on the board of directors of the Crandon Lakes Country Club and the Yogi Berra Museum and Learning Center; and serves on the advisory board of each of the Howe School of Business, Stevens Institute of Technology, Cartesian and NetNumber.

Mr. Peters holds a Master of Business Administration with honors (Beta Gamma Sigma) from Columbia University, a Master of Science in Telecommunications Engineering from Stevens Institute of Technology and a Bachelor of Science in Psychology from Fairfield University, and attended the Harvard University Advanced Management Program.

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Carl Russo
President & Chief Executive Officer
Director

Age: 60
Director since 1999

Calix Board committees:
None

Other current directorships:
None
Mr. Russo has served as Calix’s president and chief executive officer since December 2002. As Calix’s president and chief executive officer, Mr. Russo brings expertise and knowledge regarding our business and operations to Calix’s board of directors. He also brings to the Board an extensive background in the telecommunications and networking technology industries.

From November 1999 to May 2002, Mr. Russo served as vice president of optical strategy and group vice president of optical networking of Cisco Systems, Inc. From April 1998 to October 1999, Mr. Russo served as president and chief executive officer of Cerent Corporation, which was acquired by Cisco. From April 1995 to April 1998, Mr. Russo served in various capacities, including as chief operating officer, at Xircom, Inc., which was acquired by Intel Corporation. Previously, Mr. Russo served as senior vice president and general manager for the hyperchannel networking group of Network Systems Corporation and as vice president and general manager of the data networking products division of AT&T Paradyne Corporation. Mr. Russo served on the board of directors of Vital Network Services, Inc., a privately-held company delivering network lifecycle services, and Xirrus, Inc., a privately-held company providing products that enable high-performance wireless networks.

Mr. Russo attended Swarthmore College and previously served on its board of managers.


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Directors Continuing in Office until the 2019 Annual Meeting of Stockholders

Michael Everett
Audit Committee Chair
Independent Director

Age: 68
Director since 2007

Calix Board committees:
Audit (Chair)

Other current directorships:
None
Mr. Everett brings to our Board his background as a lawyer as well as over 30 years of experience in senior management and financial operations at communications technology companies. Mr. Everett is licensed to practice law in California and in New York and was named chief financial officer of the year by San Francisco Business Times in 2007.

From May 2007 until his retirement in December 2008, Mr. Everett served as vice president of finance at Cisco Systems, Inc. From April 2003 to May 2007, Mr. Everett was chief financial officer of WebEx Communications, Inc., a web collaboration service provider that was acquired by Cisco. From 2001 to 2003, Mr. Everett served as chief financial officer of Bivio Networks, Inc., a network appliance company. In 2001, Mr. Everett served as chief financial officer of VMware, Inc., an infrastructure software company. From February 1997 to November 2000, Mr. Everett served as executive vice president and chief financial officer of Netro Corporation. Mr. Everett served in several senior management positions at Raychem Corporation from 1987 through 1996, including senior vice president and chief financial officer from August 1988 to August 1993. Before joining Raychem Corporation, Mr. Everett served as a partner in the law firm of Heller, Ehrman, White & McAuliffe LLC. He currently serves on the board of trustees and as treasurer of the Santa Fe Chamber Music Festival, and on its endowment foundation board. Mr. Everett also formerly served on the board of directors and as chairman of the audit committee of Smart Focus, Ltd., a privately-held marketing analytics company, and on the board of directors of Broncus Technologies, Inc., a privately-held medical technology company, including as chairman of the audit committee and member of the compensation committee.

Mr. Everett holds a Juris Doctor from the University of Pennsylvania Law School and a Bachelor of Arts in History from Dartmouth College.

Don Listwin
Chairman of the Board
 Nominating & Corporate Governance Committee Chair
Independent Director

Age: 58
Director since 2007

Calix Board committees:
Compensation
Nominating & Corporate Governance (Chair)

Other current directorships:
• Robin Systems, Inc. (private)
• D-Wave Systems, Inc. (private)
• Teradici Corporation (private)
Mr. Listwin has served as chairman of our Board since July 2007. Mr. Listwin brings over 30 years of experience in the networking industry to our Board.

Mr. Listwin founded BelizeKIDS.org in 2016, a non-profit organization focused on helping children in Belize, and Canary Foundation in 2004, a non-profit organization devoted to the early detection of cancer, and has served on the board of directors of both organizations since their inception. From January 2008 to January 2009, Mr. Listwin served as chief executive officer of Sana Security, Inc., a security software company, which was acquired by AVG Technologies. From September 2000 to October 2004, Mr. Listwin served as chief executive officer of Openwave Systems Inc., a leader in mobile internet infrastructure software. From August 1990 to September 2000, he served in various capacities at Cisco, most recently as executive vice president. Mr. Listwin formerly served on the board of directors of Violin Memory, Inc., Isilon Systems, Inc., Openwave Systems Inc. (now known as Unwired Planet, Inc.), TIBCO Software Inc., Redback Networks, Inc. and E-Tek Dynamics Inc., each a publicly-held company. Mr. Listwin also previously served as a member of the board of scientific advisors of the National Cancer Institute.

Mr. Listwin holds an honorary Doctorate of Law from the University of Saskatchewan and a Bachelor of Science in Electrical Engineering from the University of Saskatchewan.
There are no family relationships among any director, director nominees or executive officers of Calix.

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Our Executive Officers
The following is biographical information for our executive officers who were not discussed above.
Name
 
Age
 
Position(s)
William Atkins (1)
 
55
 
Executive Vice President and Chief Financial Officer
Michael Weening
 
48
 
Executive Vice President, Sales and Marketing
Gregory Billings
 
49
 
Senior Vice President, Services
(1) On March 31, 2017, Mr. Atkins gave notice of his resignation from Calix effective May 19, 2017.
William Atkins has served as Calix’s executive vice president and chief financial officer since February 10, 2014. Prior to Calix, Mr. Atkins was a senior partner at Fairfax Media Partners, LLC, a Washington D.C. area investment and advisory firm. From January 2007 until February 2009, Mr. Atkins served as chief financial officer of Rivada Networks International, LLC, a provider of mobile emergency communications equipment and services for the homeland security and public safety sectors. Previously, Mr. Atkins served as executive vice president and chief financial officer of Intelsat, Ltd., the world’s largest fixed satellite telecommunications services operator. Before joining Intelsat, Mr. Atkins held various positions at Morgan Stanley, including head of European telecommunications corporate finance and head of European corporate finance execution. Prior to Morgan Stanley, he co-founded the telecommunications investment banking practice at S.G. Warburg. Mr. Atkins has a Bachelor of Arts (with distinction) and Master of Arts from Stanford University.
Michael Weening has served as Calix’s executive vice president of sales and marketing since June 27, 2016. Prior to joining Calix, Mr. Weening held various executive leadership roles at Salesforce.com. From August 2014 until June 2016, Mr. Weening served as senior vice president of global customer success and services at SalesForce.com, and from May 2012 until August 2014 as senior vice president of customer and sales growth in Japan and Asia Pacific at SalesForce.com. From May 2009 until May 2012, Mr. Weening served as vice president of business sales at Bell Mobility in Canada. Prior to joining Bell Mobility, Mr. Weening also held various sales leadership roles at Microsoft Corporation in Canada and the United Kingdom. Mr. Weening holds a Bachelor of Arts in Business Administration from Brock University.
Gregory Billings has served as Calix’s senior vice president of services since December 19, 2016. From October 2014 until December 2016, Mr. Billings served as vice president of global professional services and solutions at Zebra Technologies, Inc., where Mr. Billings led the post-acquisition integration and growth of the enterprise business of Motorola Solutions, Inc. From December 2011 until October 2014, Mr. Billings served as vice president of global services and solutions at Motorola Solutions. Mr. Billings has also served as vice president and general manager of the global professional services and solutions business of Avaya, Inc., division president and general manager of the customer management product business unit at Amdocs, and as a vice president at Ernst & Young’s Telecom, Media & Entertainment Consulting Practice (acquired by Cap Gemini SA). Mr. Billings holds a Bachelor of Arts in Economics and Political Science from The Colorado College.
Independence of the Board
The NYSE prescribes independence standards for listed companies. These standards require a majority of the Board to be independent. They also require each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board to be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with us. On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. We also review our relationship with any entity employing a director or on which the director currently serves as a member of the board.
After review of all relevant transactions or relationships between each director, or any of his immediate family members, and Calix, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that all of Calix’s current directors are independent directors within the meaning of the applicable NYSE standards, except for Mr. Russo, Calix’s current president and chief executive officer. All of the committees of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of the NYSE standards.

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PROPOSAL NO. 2
APPROVAL OF THE CALIX, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
We are asking our stockholders to approve the Calix, Inc. Amended and Restated Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the Employee Stock Purchase Plan, or ESPP, by 3,000,000 shares. This would increase the total shares authorized for issuance under the ESPP from 4,300,000 shares to 7,300,000 shares. Our Board, upon recommendation of the Compensation Committee, approved the increase by 3,000,000 shares of the shares authorized for issuance effective as of March 30, 2017, subject to stockholder approval prior to any exercise of purchase rights under the ESPP as to such shares.
The purpose of the ESPP is to provide our employees with an opportunity to purchase the Company’s common stock so that they may increase their proprietary interest in our success and to align employee interests to those of our stockholders. We believe that the ESPP is an important component of the benefits package that we offer to our employees, and is a key factor in attracting, recruiting and retaining talented and high caliber employees in a competitive market and to incentivize employee performance aligned with our business strategy and growth initiatives.
Under the ESPP, eligible employees purchase our common stock through accumulated payroll deductions. All eligible employees of the Company (or of any subsidiary) shall have equal rights and privileges under the ESPP. The ESPP intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).
A copy of the proposed amended and restated ESPP is included as Appendix A to this Proxy Statement.
The current purchase periods under the ESPP, as set by the Compensation Committee of our Board, provide for six-month purchase periods commencing May 15 and November 15 of each year. If approved by our stockholders, the ESPP will go into effect for the six-month purchase period commencing May 15 with an exercise date of November 14, 2017.
Our stockholders last approved an increase in the shares authorized for issuance under the ESPP in May 2012 which increased the shares available for issuance under the ESPP to 4,300,000. As of March 21, 2017, a total of 4,180,772 shares have been purchased under the ESPP since its inception in July 2010.
Summary of the ESPP
The principal features of the ESPP are summarized below. The following summary of the ESPP is not a complete description of all the provisions of the ESPP, and is qualified in its entirety by reference to the complete text of the ESPP, which has been filed with the SEC as Appendix A to this Proxy Statement. Any stockholder who wishes to obtain a copy of the ESPP may do so by written request to the Calix’s Corporate Secretary at our principal executive offices.
Administration. Our Board has appointed our Compensation Committee to serve as the administrator of the ESPP. The ESPP administrator has final authority for interpretation of any provisions of the ESPP or of any right to purchase stock granted under the ESPP. The Plan administrator may request advice or assistance or employ such other persons as are necessary for proper administration of the Plan. Interpretations and constructions of the administrator of any provision of the ESPP or of any rights under it is conclusive and binding on all persons. We bear all expenses and liabilities incurred by the ESPP administrator.
Offerings. The ESPP provides for the grant to employees of rights to purchase shares of the Company’s common stock at reduced prices through payroll deductions. “Purchase Periods” are six-month periods that are set as November 15 through May 14 and May 15 through November 14 of each year, unless otherwise determined by our Compensation Committee as administrator of the ESPP. However, in no event may a Purchase Period be longer than 27 months in length.
Shares Available Under ESPP. Under the proposed Amended and Restated ESPP, the maximum number of our shares of common stock which will be authorized for sale under the ESPP is 7,300,000, an increase of 3,000,000 shares from the share reserve last approved by our stockholders in May 2012. The shares made available for sale under the ESPP may be authorized but unissued shares or reacquired shares reserved for issuance under the ESPP.
 Eligibility and Enrollment. Any employee of the Company (and such present or future subsidiaries of the Company as our Board may designate) who (i) is customarily employed more than twenty hours a week; (ii) is customarily employed more than five months per calendar year and (iii) who is an employee at the commencement of a Purchase Period is eligible to participate in the ESPP. However, no employee is eligible to participate in the ESPP if, immediately after the election to participate, such employee would own stock of the Company (including stock such employee may purchase under outstanding options) representing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary of the Company. In addition, no employee is permitted to participate if the rights of the employee to purchase common stock of the Company under the ESPP and any other qualified employee stock purchase plans would accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined at the time the right is granted) for each calendar year. Eligible employees become participants in the ESPP by executing a participation agreement and filing it with the Company’s stock administrator. By enrolling in the ESPP, a participant is deemed to have elected to purchase the maximum number of whole shares of common stock that can be purchased with the compensation withheld during each Purchase Period for which the participant is enrolled. No participant will be eligible to purchase more than 2,000 shares of stock within any Purchase Period. Termination of a participant’s status as an eligible employee for any reason, including death, is treated as an automatic withdrawal from the ESPP.

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As of March 21, 2017, three current executive officers and approximately 840 current non-executive officer employees in the U.S. and Canada would be eligible to participate in the ESPP. Mr. Russo is not eligible to participate in the ESPP based on his total share holdings of Calix common stock. In addition, consultants and non-employee directors are not eligible to participate in the ESPP.
Payroll Deductions. The payroll deductions made for each participant may be not less than 1% nor more than 15% of a participant’s base salary compensation. Compensation is defined in the ESPP. Payroll deductions commence with the first paycheck issued during the Purchase Period for which the participant is enrolled and are deducted from subsequent paychecks throughout the Purchase Period unless changed or terminated as provided in the ESPP. The Company maintains a plan account in the name of each participant and credits the amount deducted from compensation to such account. No interest accrues to the money held in the account pending purchase of shares of common stock.
Exercise Date; Purchase of Stock. The “Exercise Date” of each Purchase Period occurs on the last trading day of each Purchase Period. On the Exercise Date, each participant’s accumulated payroll deductions are applied to the purchase of whole shares of common stock at a purchase price which is the lower of 85% of the fair market value per share of the common stock on the first trading day or on the last trading day of the applicable Purchase Period. The fair market value of the common stock on a given date is defined as the closing price on that day as reported by the NYSE. As of March 21, 2017, the closing price of our common stock on the New York Stock Exchange was $6.95 per share.
A participant may cancel his or her payroll deduction authorization at any time at least seven days before the last day of the Purchase Period. Upon cancellation, the participant’s account balance will be refunded in cash without interest. A participant may also decrease (but not increase) his or her payroll deduction authorization once during any Purchase Period. If a participant wishes to increase or decrease the rate of payroll withholding, he or she may do so effective for the next Purchase Period by submitting a new percentage no later than five days before commencement of the Purchase Period for which such change is to be effective.
Unless a participant has previously canceled his or her participation in the ESPP in accordance with the terms of the ESPP, the participant will be deemed to have exercised his or her purchase right in full as of each Exercise Date. Upon exercise, the participant will purchase the number of whole shares that his or her accumulated payroll deductions will buy at the purchase price, subject to the participation limitations listed above.
 A participant may not assign, transfer, pledge or otherwise dispose of (other than by will or the laws of descent and distribution) payroll deductions credited to a participant’s account or any rights or interest, including purchase rights, under the ESPP, and during a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by such participant. Any such attempt at assignment, transfer, pledge or other disposition will not be given effect.
Adjustments upon Changes in Recapitalization, Dissolution, Liquidation, Merger or Asset Sale. In the event of any increase or decrease in the number of issued shares of our common stock resulting from a subdivision or consolidation of shares or any other capital adjustment, the payment of a stock dividend, or other increase or decrease in such shares affected without receipt of consideration, we will proportionately adjust the aggregate number of shares of our common stock offered under the ESPP, the number and price of shares which any participant has elected to purchase pursuant under the ESPP and the maximum number of shares which a participant may elect to purchase in any single Purchase Period.
If there is a proposal to dissolve or liquidate the Company, then the ESPP will terminate, and any amounts that a participant has paid towards the purchase of common stock under the ESPP will be refunded without interest. If the Company undergoes a merger with or into another corporation or sale of all or substantially all of our assets, each outstanding Purchase Period will be assumed or an equivalent Purchase Period substituted by the successor corporation or the parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the outstanding Purchase Period, then the outstanding Purchase Period will be shortened by setting a new Exercise Date to take place before the date of the proposed sale or merger. We will notify each participant in writing at least five days prior to any such new Exercise Date.
Amendment and Termination. Our Board may amend, suspend or terminate the ESPP at any time. The ESPP shall terminate upon the earlier of (i) such date as is determined by the Company in its sole discretion or (ii) the date on which all shares available for issuance under the ESPP shall have been sold pursuant to purchase rights exercised under the ESPP. However, the Board may not amend the ESPP without obtaining stockholder approval within 12 months before or after such amendment to the extent required by applicable laws.
Federal Income Tax Consequences
Generally, no federal income tax consequences will arise at the time an employee purchases shares of common stock under the ESPP. If an employee disposes of shares purchased under the ESPP less than one year after the shares are purchased or within two years of the enrollment date, the employee will be deemed to have received compensation taxable as ordinary income for the taxable year in which the disposition occurs in the amount of the difference between the fair market value of the shares of common stock at the time of purchase and the amount paid by the employee for the shares. The amount of such ordinary income recognized by the employee will be added to the employee’s basis in the shares for purposes of determining capital gain or loss upon the disposition of the shares by the employee.
If an employee does not dispose of the shares of common stock purchased under the ESPP until at least one year after the shares are purchased and at least two years after the enrollment date, the employee will be deemed to have received compensation taxable as ordinary income for the taxable year in which the disposition occurs in an amount equal to the lesser of (a) the excess of the fair market value of the shares of common stock on the date of disposition over the purchase price paid by the employee, or (b) the excess of the fair market value of

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the shares of common stock on the enrollment date over the purchase price paid by the employee. The amount of such ordinary income recognized by the employee will be added to the employee’s basis in the shares for purposes of determining capital gain or loss upon the disposition of the shares by the employee.
We generally will not be entitled to a tax deduction with respect to the shares of common stock purchased by an employee under the ESPP, unless the employee disposes of the shares less than one year after the shares are transferred to the employee or less than two years after the enrollment date, in which case we will generally be entitled to a tax deduction corresponding to the amount of ordinary income recognized by the employee.
New Plan Benefits
The increase in shares authorized for issuance under the proposed amended and restated ESPP applies to future Purchase Periods under the ESPP, starting with the Purchase Period commencing May 15, 2017 and closing with an Exercise Date of November 14, 2017. The number of shares of common stock that may be purchased under the ESPP is dependent upon the stock’s market value on the first and last day of each future Purchase Period, the voluntary election by each eligible employee to participate and the amount of each participant has elected to apply to a Purchase Period, and is not currently determinable. The following table states the amounts which were received by each of the named individuals and groups under our ESPP for our last completed fiscal year, and the number of shares of common stock purchased under the ESPP from its inception through March 21, 2017.

Amended and Restated ESPP
Name and Position
Dollar Value of Shares Purchased in 2016 ($)(1)
Number of Shares Purchased in 2016
Number of Shares Purchased from Inception through March 21, 2017
Carl Russo (2)
President and Chief Executive Officer



William Atkins
Executive Vice President and Chief Financial Officer
26,360

4,000

7,758

Michael Weening
Executive Vice President, Sales and Marketing



Greg Billings (3)
Senior Vice President, Services



Executive Group
26,360

4,000

7,758

Non-Executive Director Group (4)



Non-Executive Officer Employee Group
6,620,977

1,005,911

3,145,401

 
(1)
Represents fair market value at date of purchase. The average purchase price of the shares was $5.60.
(2)
Mr. Russo is not eligible to participate in the ESPP based on his total share holdings of Calix common stock.
(3)
Mr. Billings joined Calix in December 2016 and was not eligible to participate in our ESPP for our fiscal year ended December 31, 2016.
(4)
Non-executive directors are not eligible to participate in the ESPP.
To be approved, this proposal must receive a “For” vote from the holders of a majority in voting power of the shares of common stock which are present or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as an “Against” vote for purposes of determining whether this matter has been approved. Broker non-votes will not be counted for any purpose in determining whether this matter has been approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE CALIX, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN AS DISCUSSED ABOVE.

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PROPOSAL NO. 3
APPROVAL OF THE CALIX, INC. 2017 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN
We are asking our stockholders to approve the Calix, Inc. 2017 Nonqualified Employee Stock Purchase Plan or “Nonqualified ESPP.” Our Board, upon recommendation of the Compensation Committee, adopted the Nonqualified ESPP on March 30, 2017, subject to stockholder approval. The Nonqualified ESPP will be effective on the date of the Annual Meeting, subject to approval by our stockholders. The Nonqualified ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.
The purpose of the Nonqualified ESPP is to assist our employees, excluding our executive officers and members of senior management, in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to help them provide for their future security and to encourage them to remain in the employment of the Company. We believe that the Nonqualified ESPP will align employee interests with that of our stockholders and will serve as a key recruiting and retention tool in a competitive market.
We have attempted, in the design of some of the terms of the Nonqualified ESPP, to balance considerations of recruiting and retention in a competitive labor market with the costs to our stockholders and the accounting expense to the Company. We obtained and reviewed an independent consultant’s analyses of the potential dilution to stockholders over the term of the Nonqualified ESPP and potential expense. Based on that information, 1) we have set the number of shares contained in this proposal, 1,000,000, such that the aggregate number of shares being requested under this proposal and the Qualified ESPP proposal at the Annual Meeting is, we believe, reasonable under the standards of many institutional investors; and 2) we have also set limits on the number of shares that can be acquired in an offering period (500,000) and on the accounting expense to be incurred by the Company of $3,000,000 per offering period, or $6,000,000 per year, which will similarly serve to limit dilution to stockholders. In addition, shares acquired under the Nonqualified ESPP are required to be held for a period of one year from the Exercise Date. We seek, through the design of the Nonqualified ESPP, 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 and expense.
If approved by our stockholders, the Nonqualified ESPP will go into effect for the Offering Period commencing on July 1, 2017 and ending on December 31, 2017.
A copy of the proposed Nonqualified ESPP is included as Appendix B to this Proxy Statement.
Summary of the Nonqualified ESPP
The principal features of the Nonqualified ESPP are summarized below. The following summary of the Nonqualified ESPP is not a complete description of all the provisions of the Nonqualified ESPP and is qualified in its entirety by reference to the complete text of the Nonqualified ESPP, which has been filed with the SEC as Appendix B to this Proxy Statement. Any stockholder who wishes to obtain a copy of the Nonqualified ESPP may do so by written request to the Calix’s Corporate Secretary at our principal executive offices.
Administration. The Nonqualified ESPP will be administered by our Compensation Committee, which, unless otherwise determined by the Board, will consist solely of two or more members of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act and an “independent director” under the applicable exchange rules. The plan administrator has broad authority to construe the Nonqualified ESPP and to make determinations with respect to the terms and conditions of each offering period under the Nonqualified ESPP, awards, designated subsidiaries and other matters pertaining to plan administration.
Shares Available Under the Nonqualified ESPP. Under the Nonqualified ESPP, the maximum number of our shares of common stock which will be authorized for issuance is 1,000,000. The shares available for issuance under the Nonqualified ESPP may be authorized but unissued shares or reacquired shares reserved for issuance under the Nonqualified ESPP.
Offerings. Under the Nonqualified ESPP, employees have the right to acquire shares of our common stock through payroll deductions accumulated over an Offering Period. “Offering Periods” are approximately six-month periods that are set as January 1 through June 30 and July 1 through December 31 of each year, unless otherwise determined by our Compensation Committee as administrator of the Nonqualified ESPP.
 Eligibility and Enrollment. Any employee of the Company (and such present or future subsidiaries of the Company as our Board may designate) who (i) is customarily employed more than twenty hours a week; (ii) is customarily employed more than five months per calendar year and (iii) who is an employee at the commencement of an Offering Period is eligible to participate in the Nonqualified ESPP. However, the following employees are ineligible to participate in the Nonqualified ESPP: our Chief Executive Officer, each employee who reports directly to our Chief Executive Officer, employees that are at the vice president level or above, and other employees that are members of senior management as identified by the Administrator.
By enrolling in the Nonqualified ESPP, a participant is deemed to have elected to (a) purchase the maximum number of whole shares of common stock that can be purchased with the compensation withheld during each Offering Period for which the participant is enrolled and (b) acquire an equal number of Restricted Shares. Restricted Shares are subject to a risk of forfeiture in the event the participant ceases to be employed prior to the first anniversary of the date the shares are acquired. If a participant ceases to be an eligible employee for any reason during an Offering Period, he or she will be deemed to have elected to withdraw from the Nonqualified ESPP and any amounts credited to the participant’s account will be returned to the participant or the participant’s beneficiary in the event of his or her death. If a participant ceases

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to be employed during the one year period following an Offering Period, he or she will retain each purchased share but each Restricted Share will be forfeited.
As of March 21, 2017, approximately 780 employees in the U.S. and Canada would have been eligible to participate in the Nonqualified ESPP. None of our executive officers are eligible to participate in the Nonqualified ESPP. In addition, consultants and non-employee directors are not eligible to participate in the Nonqualified ESPP.
Payroll Deductions. The payroll deductions made for each participant may be not less than 1% nor more than 25% of a participant’s compensation. Compensation is defined in the Nonqualified ESPP and generally includes cash remuneration that would be reported as income for federal income tax purposes (but excludes bonus payments). A participant may decrease (but not increase) his or her payroll deduction authorization once during any Offering Period. If a participant wishes to increase or decrease the rate of payroll withholding, he or she may do so effective for the next Offering Period by submitting a new election.
Exercise Date; Purchase of Stock. The “Exercise Date” of each Offering Period occurs on the last trading day of each Offering Period. On the Exercise Date, accumulated payroll deductions for each participant will be used to (i) purchase whole shares of common stock at a purchase price equal to the closing trading price of our common stock on the Exercise Date (the “Purchased Shares”) and (ii) acquire an equal number of shares of our common stock that are subject to a risk of forfeiture in the event the participant terminates employment within the one year period immediately following the Exercise Date (the “Restricted Shares”). On March 21, 2017, the closing price of our common stock on the NYSE was $6.95 per share.
A participant may cancel his or her payroll deduction authorization and elect to withdraw from the Nonqualified ESPP by delivering written notice of such election to the Company. Upon cancellation, the participant may elect either to withdraw all of the funds then credited to his or her Nonqualified ESPP account and withdraw from the Nonqualified ESPP or have the balance of his or her account applied to the purchase of Purchased Shares and acquisition of Restricted Shares for the Offering Period in which his or her cancellation is effective (with any remaining Nonqualified ESPP account balance returned to the participant). A participant who ceases contributions to the Nonqualified ESPP during any Offering Period shall not be permitted resume contributions to the Nonqualified ESPP during the same Offering Period.
Unless a participant has previously canceled his or her participation in the Nonqualified ESPP in accordance with the terms of the Nonqualified ESPP, the participant will be deemed to have exercised his or her option to purchase and acquire shares in full as of each Exercise Date. Upon exercise, the participant will purchase the number of whole shares that his or her accumulated payroll deductions will buy at the purchase price and acquire an equal number of Restricted Shares, subject to the following limitations (the “Offering Period Limits”): No more than an aggregate of 500,000 shares may be purchased or acquired on any Exercise Date, and the Company shall not be required to recognize as an expense more than $3,000,000 in respect of rights granted in any offering period.
Restrictions on Transferability. A participant may not assign, transfer, pledge or otherwise dispose of (other than by will or the laws of descent and distribution) payroll deductions credited to a participant’s account or any rights or interest, including purchase rights, under the Nonqualified ESPP, and during a participant’s lifetime, purchase rights under the Nonqualified ESPP shall be exercisable only by such participant. Any such attempt at assignment, transfer, pledge or other disposition will not be given effect.
In addition, unless otherwise determined by the plan administrator, no shares issued pursuant to the Nonqualified ESPP may be assigned, transferred, pledged or otherwise disposed by the participant until the first anniversary of the Exercise Date upon which such shares were purchased or acquired. However, in the event a participant ceases to be an employee of the Company prior to the first anniversary of the Exercise Date upon which the shares were purchased, the Restricted Shares will be forfeited, and the transfer restrictions applicable to the Purchased Shares will lapse.
Adjustments upon Changes in Recapitalization, Dissolution, Liquidation, Merger or Asset Sale. In the event of any stock dividend, stock split, combination or reclassification of shares or any other increase or decrease in the number of shares of common stock effected without receipt of consideration, the plan administrator has broad discretion to equitably adjust the number of shares authorized for issuance and awards under the Nonqualified ESPP to prevent the dilution or enlargement of benefits under outstanding awards as a result of such transaction.
In the event of a proposed liquidation or dissolution of the Company, the Offering Period then in progress will be shortened by setting a new Exercise Date to occur prior to the consummation of the proposed liquidation or dissolution and will terminate immediately prior to such consummation.
In the event of a proposed merger or asset sale, each outstanding purchase right will be assumed or substituted by the successor corporation. In the event that the successor corporation refuses to assume or substitute the purchase rights, any Offering Periods then in progress will be shortened by setting a new Exercise Date to occur prior to the date of the proposed sale or merger.
Insufficient Shares. If the total number of shares of common stock which are to be acquired under outstanding rights on any particular date exceed the number of shares then available for issuance under the Nonqualified ESPP or if the number of shares with respect to which rights are to be exercised exceed any of the Offering Period Limits, the plan administrator will make a pro rata allocation of the available shares on a uniform and equitable basis.
Rights as Stockholders. A participant will have the rights and privileges of a stockholder of the Company when, but not until, shares have been deposited in the designated brokerage account following exercise of his or her option. However, in the event a dividend is paid in respect of shares prior to the first anniversary of the Exercise Date upon which such shares were purchased or acquired under the

17


Nonqualified ESPP, then no dividend will be paid on the Restricted Shares unless and until the participant continues employment through such first anniversary.
Amendment and Termination. Our Board may amend, suspend or terminate the Nonqualified ESPP at any time. The plan administrator may also modify or amend the Nonqualified ESPP to reduce or eliminate any unfavorable financial accounting consequences that may result from the ongoing operation of the Nonqualified ESPP. However, the Board may not amend the Nonqualified ESPP without obtaining stockholder approval within 12 months before or after such amendment to the extent required by applicable laws.
Federal Income Tax Consequences
The Nonqualified ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, certain tax benefits available to participants in a Section 423 plan are not available under our Nonqualified ESPP.
For federal income tax purposes, a participant generally will not recognize taxable income on the grant of an option to purchase and acquire shares under the Nonqualified ESPP, nor will the Company be entitled to any deduction at that time. Upon the exercise of the option to purchase and acquires shares under the Nonqualified ESPP, a participant generally will not recognize taxable income and instead will recognize ordinary income in the amount equal to the fair market value of the Restricted Shares when the risk of forfeiture on the Restricted Shares lapses. The Company will be entitled to a corresponding deduction when the risk of forfeiture on the Restricted Shares lapses. A participant’s basis in Purchased Shares, for purposes of determining the participant’s gain or loss on subsequent disposition of such shares of common stock, generally, will be equal to the purchase price paid for such shares. A participant’s basis in Restricted Shares, for purposes of determining the participant’s gain or loss on subsequent disposition of such shares of common stock, generally, will be the fair market value of the shares of common stock on the date the risk of forfeiture on such shares lapses.
Upon the subsequent sale of the shares acquired under the Nonqualified ESPP, the participant will recognize capital gain or loss (long-term or short-term, depending on how long the shares were held following the date of purchase for Purchased Shares and the lapse of the risk of forfeiture for Restricted Shares prior to disposing of them).
The above is a general summary under current law of the material federal income tax consequences to an employee who participates in the Nonqualified ESPP. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary above does not discuss all aspects of federal income taxation that may be relevant in light of a participant’s personal circumstances. Further, this summarized tax information is not tax advice and a participant in the Nonqualified ESPP should rely on the advice of his or her legal and tax advisors.
New Plan Benefits
The number of shares of common stock that may be acquired under the Nonqualified ESPP is dependent upon the stock’s market value on the last day of each future Offering Period, the voluntary election by each eligible employee to participate and the amount of a participant’s payroll deductions during an Offering Period. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Nonqualified ESPP or the benefits that would have been received by such participants if the Nonqualified ESPP had be in effect in the year ended December 31, 2016.
To be approved, this proposal must receive a “For” vote from the holders of a majority in voting power of the shares of common stock which are present online or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as an “Against” vote for purposes of determining whether this matter has been approved. Broker non-votes will not be counted for any purpose in determining whether this matter has been approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE
CALIX, INC. 2017 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN AS DISCUSSED ABOVE.


18


PROPOSAL NO. 4
APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)
We are seeking an advisory vote from our stockholders to approve the compensation paid to our NEOs, as disclosed in this Proxy Statement under the “Compensation Discussion and Analysis” section, or CD&A, below.
Our Compensation Committee, with advice and information from its external compensation consultant, has structured our executive compensation program to stress a pay-for-performance philosophy. The compensation opportunities provided to our NEOs are significantly dependent on Calix’s financial performance, the performance of Calix’s stock and the NEO’s individual performance, which are intended to drive creation of sustainable stockholder value. The Compensation Committee intends to continue to emphasize what it believes to be responsible compensation arrangements that attract, retain, and motivate high-caliber executive officers and motivate those officers to achieve Calix’s short- and long-term business strategies and objectives.
Our Board previously determined to hold an advisory “say on pay” vote every year. In accordance with this determination and Section 14A of the Exchange Act, you have the opportunity to vote “For” or “Against” or to “Abstain” from voting on the following non-binding resolution relating to executive compensation:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to Calix’s NEOs as disclosed in Calix’s proxy statement for the 2017 Annual Meeting of Stockholders under the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion of the proxy statement.”
In deciding how to vote on this proposal, we encourage you to consider Calix’s executive compensation philosophy and objectives, the design principles and the elements of Calix’s executive compensation program described in our CD&A below. As described in the CD&A, a guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and stockholders should be aligned. Our compensation program is a mix of short- and long-term components, cash and equity elements and fixed and contingent payments in proportions we believe will provide the proper incentives, reward our NEOs, help us achieve our goals and increase stockholder value. For example:
Chief Executive Officer Compensation Aligned with Stockholder Interests. A significant portion of our chief executive officer’s compensation is performance-based and reflects a market-based cash compensation package. As a holder of more than 10% of our common stock, our chief executive officer is a significant stockholder and his personal wealth has consistently been, and continued to be in 2016, tied directly to sustained stock price appreciation and performance, which provides direct alignment with stockholder interests.
Other NEOs Compensation Substantially Tied to Performance. Our other NEOs earn a significant portion of their total compensation based upon increases in Calix’s stock price and a significant portion of their variable cash compensation is based upon Calix’s financial performance along with our Compensation Committee’s assessment of individual performance.
Change in Control and Severance Benefits Not Grossed Up. Calix provides limited change in control and severance benefits to provide NEOs security and remain competitive. Calix does not provide for any tax gross up to any NEO in connection with any change in control or severance benefits.
To be approved, on a non-binding and advisory basis, the compensation paid to our NEOs must receive a “For” vote from the holders of a majority in voting power of the shares of common stock which are present or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as “Against” votes for purposes of determining whether this matter has been approved. Broker non-votes will not be counted for any purpose in determining whether this matter has been approved.
While your vote on this proposal is advisory and will not be binding, we value the opinions of Calix’s stockholders on executive compensation matters and will take the results of this advisory vote into consideration when making future decisions regarding Calix’s executive compensation program. Unless the Board modifies its determination of the frequency of future “say on pay” advisory votes, the next “say on pay” advisory vote will be held at our 2018 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT UNDER THE COMPENSATION DISCLOSURE RULES OF THE SEC.

19


PROPOSAL NO. 5
APPROVAL ON A NON-BINDING, ADVISORY BASIS WHETHER SAY-ON-PAY SHOULD OCCUR
EVERY ONE YEAR, EVERY TWO YEARS OR EVERY THREE YEARS
We are seeking an advisory vote from our stockholders as to whether the stockholder advisory vote on executive compensation (similar to that set forth in Proposal No. 4 described in this Proxy Statement) should occur every one year, every two years or every three years. Accordingly, you have the opportunity to choose the option of every “1 year,” every “2 years,” every “3 years” or to “Abstain” from voting on the following non-binding resolution relating to the frequency of the stockholder advisory vote on executive compensation:
“Resolved, that the option of every “1 year,” every “2 years,” every “3 years,” that receives the affirmative vote of the holders of a majority in voting power of the shares of the Company’s common stock entitled to vote at the meeting will be determined to be the recommended frequency for which the Company should hold a stockholder advisory vote to approve the compensation paid to the Company’s NEOs as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables, the narrative discussion and any related material disclosed in this proxy statement, provided that if none of the options receives a majority vote, the option receiving the greatest number of votes cast will be determined to be the recommended frequency for which the Company should hold such a stockholder advisory vote.”
The Board has previously determined that an advisory say-on-pay vote on the compensation of our NEOs that occurs on an annual basis is the most appropriate alternative for Calix. Accordingly, the Board recommends that the advisory vote on the compensation of our NEOs occur every “1 year.” The Board believes that an annual advisory say-on-pay vote will allow our stockholders to provide timely, direct input on Calix’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year.
To constitute the recommendation of the stockholders, on a non-binding and advisory basis, regarding the frequency of stockholder advisory votes on executive compensation, the applicable “1 year,” “2 years” or “3 years” option must receive the affirmative vote of the holders of a majority in voting power of the shares of common stock which are present in person or by proxy and entitled to vote on this proposal. However, if none of the frequency alternatives receives a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by our stockholders. Abstentions and broker non-votes will be counted towards a quorum, but will otherwise not be counted for any purpose in determining whether this matter has been approved.
Although your vote on this proposal is advisory and will not be binding on us, or our Board and Compensation Committee, we value the opinions of our stockholders on executive compensation matters and we will take the results of this advisory vote into consideration when making future decisions regarding the frequency with which Calix holds a stockholder advisory vote on the compensation paid to Calix’s NEOs.
This non-binding “frequency” vote is required to be submitted to our stockholders at least every six years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “1 YEAR” REGARDING THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION.

20


PROPOSAL NO. 6
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has engaged KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2017, and is seeking ratification of such selection by our stockholders at the Annual Meeting. KPMG has audited our financial statements since February 29, 2016, when our Audit Committee completed a competitive process to review the appointment of Ernst & Young LLP (“Ernst & Young”), our then-current independent registered public accounting firm, and determined not to re-engage Ernst & Young in that role. Representatives of KPMG are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Our Audit Committee’s decision to not re-engage Ernst & Young was made in the course of its annual review and selection of our independent registered public accounting firm, including a formal launch of a competitive bid process by the Audit Committee, pursuant to which the Audit Committee rigorously evaluated several global accounting firms. In making this decision, the Audit Committee carefully assessed the qualifications and relevant experience of each firm and each proposed engagement team in light of our size, complexity and business operations, as well as the strength and resources of the firm, including its national office and compliance functions.
The report of Ernst & Young on our consolidated financial statements as of and for the fiscal year ended December 31, 2015 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle.
In connection with the audit of our financial statements for the fiscal year ended December 31, 2015 and in the subsequent interim period through February 29, 2016 there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the subject matter of the disagreements in their report.
During the fiscal year ended December 31, 2015 and in the subsequent interim period through February 29, 2016 there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
During the fiscal year ended December 31, 2015 and the subsequent interim period through February 29, 2016, neither we nor anyone on our behalf consulted KPMG regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, in connection with which either a written report or oral advice was provided to us that KPMG concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.
We previously provided each of Ernst & Young and KPMG with a copy of our disclosures required by Item 304(a) of Regulation S-K prior to the time this proxy statement was filed.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, our Audit Committee is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Calix and its stockholders.
To be approved, the ratification of the selection of KPMG as our independent registered public accounting firm must receive a “For” vote from the holders of a majority in voting power of the shares of common stock which are present or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as an “Against” vote for purposes of determining whether this matter has been approved. Broker non-votes will not be counted for any purpose in determining whether this matter has been approved.

21


Principal Accountant Fees and Services
The following table provides information regarding the fees for the audit and other services provided by KPMG for the fiscal year ended December 31, 2016. No fees were incurred by KPMG for the fiscal year ending December 31, 2015 as KPMG did not then serve as our principal accountant. All fees described below were pre-approved by the Audit Committee.
The following table sets forth the aggregate fees billed by KPMG for services rendered for the fiscal year ended December 31, 2016 (in thousands):
 
 
Fiscal Year Ended
December 31,
2016
 
Audit Fees
 
$
1,328

(1)
Audit-Related Fees
 

 
Tax Fees
 

 
All Other Fees
 

 
Total Fees
 
$
1,328

 
(1)
Audit fees of KPMG consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements for the fiscal year ended December 31, 2016, the audit of the effectiveness of our internal control over financial reporting, and the review of our consolidated financial statements included in our Form 10-Q quarterly reports for the fiscal year ended December 31, 2016. Audit fees also include services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for such fiscal year.
The following table sets forth the aggregate fees billed by Ernst & Young for services rendered for the fiscal year ended December 31, 2015 (in thousands):
 
 
Fiscal Year Ended
December 31,
2015
 
Audit Fees
 
$
2,219

(1)
Audit-Related Fees
 

 
Tax Fees
 

 
All Other Fees
 
3

(2)
Total Fees
 
$
2,222

 
(1)
Audit fees of Ernst & Young consisted of fees billed for professional services rendered for the audit of our annual consolidated financial statements for the fiscal year ended December 31, 2015, the audit of the effectiveness of our internal control over financial reporting, and the review of our consolidated financial statements included in our Form 10-Q quarterly reports for the fiscal year ended December 31, 2015. Audit fees also include services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for such fiscal year.
(2)
Other fees for 2015 include an annual subscription to Ernst & Young LLP Global Accounting & Auditing Information Tool.
Our Audit Committee pre-approves all audit and non-audit services provided by our independent registered public accounting firm. Our Audit Committee may delegate authority to one or more members of the Audit Committee to provide such pre-approvals, provided that such approvals are presented to the Audit Committee at a subsequent meeting. This policy is set forth in the charter of the Audit Committee and available under “Leadership & Governance” in the Investor Relations section of our website at investor-relations.calix.com.
Our Audit Committee considered whether the non-audit services rendered by KPMG were compatible with maintaining KPMG’s independence as the independent registered public accounting firm of Calix’s consolidated financial statements and concluded that they were. In 2015 and 2014, KPMG provided certain tax consulting services to our China subsidiary. Our Audit Committee has concluded that these non-audit services provided by KPMG were compatible with maintaining the independence of KPMG.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2017.

22


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information as to the beneficial ownership of our common stock as of March 21, 2017 for:
each stockholder known by us to be the beneficial owner of more than 5% of our common stock;
each of our directors;
each NEO as set forth in the summary compensation table in this Proxy Statement; and
all current executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 21, 2017 and restricted stock units (“RSUs”) that vest within 60 days of March 21, 2017, are deemed to be outstanding and to be beneficially owned by the person holding the options or RSUs for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Percentage ownership of our common stock in the table is based on 49,624,384 shares of our common stock outstanding (exclusive of treasury shares) on March 21, 2017. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Calix, Inc., 1035 N. McDowell Boulevard, Petaluma, California 94954.
 
 
Shares of Common Stock Beneficially Owned (1)
Name of Beneficial Owner
 
Common
Stock
 
Options
Exercisable
Within 60
Days
 
RSUs
Vesting
Within
60 Days
 
Total Number of
Shares
Beneficially
Owned
 
Percent
5% Stockholder:
 
 
 
 
 
 
 
 
 
 
The Vanguard Group
 
3,240,156

(2)

 

 
3,240,156

 
6.5%
100 Vanguard Blvd.
Malvern, PA 19355
 
 
 
 
 
 
 
 
 
 
BlackRock, Inc.
 
3,153,912

(3)

 

 
3,153,912

 
6.4%
55 East 52nd Street
New York, NY 10055
 
 
 
 
 
 
 
 
 
 
Ameriprise Financial, Inc.
 
3,147,206

(4)

 

 
3,147,206

 
6.3%
145 Ameriprise Financial Center
Minneapolis, MN 55474
 
 
 
 
 
 
 
 
 
 
Dimensional Fund Advisors LP
 
3,038,526

(5)

 

 
3,038,526

 
6.1%
Dimensional Place
6300 Bee Cave Road, Building One
Austin, TX 78746
 
 
 
 
 
 
 
 
 
 
Alyeska Investment Group, L.P.
 
2,674,700

(6)

 

 
2,674,700

 
5.4%
77 West Wacker Drive, 7th Floor
Chicago, IL 60601
 
 
 
 
 
 
 
 
 
 
Lapides Asset Management, LLC.
  
2,651,000

(7)

 

 
2,651,000

 
5.3%
500 West Putnam Avenue, 4th Floor
Greenwich, CT 06830
 
 
 
 
 
 
 
 
 
 
Named Executive Officers:
 
 
 
 
 
 
 
 
 
 
Carl Russo
  
6,127,855

(8)
397,500

 

 
6,525,355

 
13.1%
William Atkins
  
6,000

 
243,750

 

 
249,750

 
*
Michael Weening
  

 

 

 

 
*
John Colvin (9)
  
201,815

 
61,000

 

 
262,815

 
*
Andy Lockhart (10)
  
20,000

 
318,541

 

 
338,541

 
*
Non-Employee Directors:
 
 
 
 
 
 
 
 
 
 
Don Listwin
  
718,182

(11)
7,500

 
17,964

 
743,646

 
1.5%
Christopher Bowick
  
31,526

 

 
17,964

 
49,490

 
*
Kevin DeNuccio
  
96,961

 

 
17,964

 
114,925

 
*
Michael Everett
  
89,887

 
10,000

 
17,964

 
117,851

 
*
Michael Flynn
  
90,063

 
12,500

 
17,964

 
120,527

 
*
Michael Matthews
  
60,066

 
12,500

 
17,964

 
90,530

 
*
Thomas Pardun
 
78,482

 
11,750

 
17,964

 
108,196

 
*
Kevin Peters
 
30,608

 

 
17,964

 
48,572

 
*
All Current Directors and Executive Officers as a Group (12 persons)
 
7,329,630

 
695,500

 
143,712

 
8,168,842

 
16.5%
 
 
 
 
 
 
 
 
 
 
 
* Represents beneficial ownership of less than one percent of the outstanding shares of common stock.

23


(1)
Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.
(2)
The information was based upon a Schedule 13G/A filed with the SEC on February 10, 2017 by The Vanguard Group. The Vanguard Group has sole voting power with respect to 50,096 of these shares, shared voting power with respect to 2,800 of these shares, sole dispositive power with respect to 3,189,760 and shared dispositive power with respect to 50,396 of these shares.
(3)
The information was based upon a Schedule 13G/A filed with the SEC on January 23, 2017 by BlackRock, Inc. BlackRock, Inc. has sole voting with respect to 3,050,061 of these shares and sole dispositive power over 3,153,912 of these shares. The shares are reported as being beneficially held by BlackRock, Inc. may be held by one or more of its subsidiaries, BlackRock (Netherlands) B.V.; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Ireland Limited; Blackrock Asset Management Schweiz AG; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, N.A.; BlackRock International Limited; BlackRock Investment Management, LLC; or BlackRock Japan Co. Ltd.
(4)
The information was based on upon a Schedule 13G filed with the SEC on February 10, 2017 by Ameriprise Financial, Inc., or AFI, Columbia Management Investment Advisers, LLC, or CMIA, and Columbia Select Smaller-Cap Value Fund, or Columbia Fund, as a group. Each of AFI and CMIA reports that it holds shared voting power with respect to 3,147,206 shares and shared dispositive power with respect to 3,147,206 shares. Columbia Fund reports sole voting power with respect to 2,629,041 shares and shared dispositive power as to 2,629,041 shares.
(5)
The information was based upon a Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP has sole voting power with respect to 2,915,346 of these shares and sole dispositive power with respect to 3,038,526 of these shares. Dimensional Fund Advisors LP disclaims beneficial ownership of the shares.
(6)
The information was based upon a Schedule 13G/A filed with the SEC on February 14, 2017 by the Alyeska Investment Group, L.P. Alyeska Investment Group, L.P., Aleyska Fund GP, LLC, Aleyska Fund 2 GP, LLC and Anand Parekh have shared voting and dispositive power over 2,674,700 shares.
(7)
The information was based upon a Schedule 13G/A filed with the SEC on February 7, 2017 by Lapides Asset Management, LLC. Lapides Asset Management, LLC has sole voting with respect to 2,331,700 of these shares and dispositive power over 2,651,000 of these shares.
(8)
Includes 2,239,188 shares held by The Crescentico Trust, Carl Russo, Trustee; 275,633 shares held by Equanimous Investments; and 284,653 shares held by Calgrat Partners, L.P. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. Mr. Russo and Mr. Pasquinelli may be deemed to have shared voting and investment power over the shares held by Equanimous Investments and Calgrat Partners, L.P., as applicable. Mr. Russo and Mr. Pasquinelli each disclaim beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The address of each of The Crescentico Trust, Carl Russo, Trustee; Equanimous Investments; and Calgrat Partners, L.P. is 1960 The Alameda #150, San Jose, California 95126.
(9)
Mr. Colvin’s employment with Calix ended effective January 6, 2017.
(10)
Mr. Lockhart’s employment with Calix ended effective December 29, 2016.
(11)
Includes 200,000 shares held by No Mas Ninos, L.P. Mr. Listwin is a general partner of No Mas Ninos, L.P. and may be deemed to have shared voting and investment power over the shares held by the partnership.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We believe that during the fiscal year 2016, our directors and Section 16 officers complied with all Section 16(a) filing requirements, except as to one late Form 4 for each of Messrs. Russo, Colvin and Lockhart to report the grant of certain performance-based RSUs in February 2016. In making the above statements, we have relied upon the written representations of our directors and Section 16 officers.

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CORPORATE GOVERNANCE
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines for Calix (“Guidelines”). A copy of the Guidelines is available under “Leadership & Governance” in the Investor Relations section of our website at investor-relations.calix.com.
Code of Business Conduct and Ethics
Calix has adopted a Code of Business Conduct and Ethics, which is applicable to our directors and employees, including our principal executive officer, principal financial officer and persons performing similar functions. A copy of the Code of Business Conduct and Ethics is available under “Leadership & Governance” in the Investor Relations section of our website at investor-relations.calix.com. Calix will also post on this section of its website any amendment to the Code of Business Conduct and Ethics, as well as any waivers of the Code of Business Conduct and Ethics, which are required to be disclosed by the rules of the Securities and Exchange Commission (“SEC”) or The New York Stock Exchange (“NYSE”).
Leadership Structure of the Board
Under Calix’s bylaws, the Board appoints Calix’s officers, including the chief executive officer. The Board does not have a policy on whether the role of the chairman and chief executive officer should be separate and, if it is to be separate, whether the chairman should be selected from the non-employee directors or be an employee and if it is to be combined, whether a lead independent director should be selected. Currently, Calix separates the roles of chief executive officer and chairman in recognition of the differences between the two roles. The chief executive officer is responsible for setting the strategic direction for and the day-to-day leadership and performance of Calix, while the chairman provides guidance to the chief executive officer and management, sets the agenda for Board meetings and presides over meetings of the full Board. Mr. Russo is an employee of Calix and is therefore not “independent” under the rules of the NYSE. Mr. Listwin, Calix’s chairman, is an independent director, as defined under the rules of the NYSE. The Board believes that the current board leadership structure is best for Calix and its stockholders at this time.
The Board is committed to good corporate governance practices and values independent board oversight as an essential component of strong corporate performance. In 2016 all of our directors except for Mr. Russo, our chief executive officer, qualified as independent according to the rules and regulations of the NYSE. On at least an annual basis, the Board undertakes a review of the independence of each director and considers whether any director has a material relationship with Calix that could compromise such director’s ability to exercise independent judgment in carrying out such director’s responsibilities. As a result of this review, the Board determined on February 2, 2017 that each of Messrs. Bowick, DeNuccio, Everett, Flynn, Listwin, Matthews, Pardun and Peters, representing eight of Calix’s nine current directors, are independent directors as defined under the listing requirements of the NYSE, constituting at least a majority of independent directors of the Board as required by the NYSE rules. In addition, Calix’s corporate governance guidelines require that the directors meet in executive session without management directors or management present on a regularly scheduled basis, but not less than two times a year. Calix’s Nominating and Corporate Governance Committee periodically reviews and recommends to the Board the leadership structure of the Board.
Oversight of Risk Management
The Board has an active role, as a whole and also at the committee level, in overseeing management of Calix’s risks. The Board is responsible for general oversight of risks and regularly reviews information regarding Calix’s risks, including credit risks, liquidity risks and operational risks. The Board has established three committees of the Board, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Audit Committee is responsible for overseeing management of Calix’s risks relating to accounting matters, financial reporting and legal and regulatory compliance. The Compensation Committee is responsible for overseeing the management of risks relating to Calix’s executive compensation plans and arrangements. The Nominating and Corporate Governance Committee is responsible for overseeing management of Calix’s risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.
Board Committees
The composition and responsibilities of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are described below.
Audit Committee
Currently, Calix’s Audit Committee comprises Messrs. Everett, Matthews and Pardun, each of whom is a non-employee member of the Board. Mr. Everett is the Audit Committee chairman and is the audit committee financial expert, as currently defined under the SEC rules. The Board has determined that each director serving on the Audit Committee is independent within the meaning of the NYSE listing standards.
Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee evaluates the independent

25


registered public accounting firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent registered public accounting firm the results of the annual audit and the review of Calix’s quarterly consolidated financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on Calix’s engagement team as required by law; reviews Calix’s critical accounting policies and estimates; oversees the internal audit function and annually reviews the Audit Committee charter and the committee’s performance. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE. A copy of the Audit Committee charter is available under “Leadership & Governance” in the Investor Relations section of our website at investor-relations.calix.com.
Compensation Committee
Currently the members of Calix’s Compensation Committee are Messrs. Flynn, Bowick and Listwin, each of whom is a non-employee member of the Board. Mr. Flynn is the Compensation Committee chairman. The Board has determined that each director serving on the Compensation Committee is independent within the meaning of the NYSE listing standards.
Calix’s Compensation Committee reviews and recommends policies relating to compensation and benefits of Calix executive officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of the chief executive officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers based on such evaluations. The Compensation Committee also administers the issuance of stock options and other awards under Calix stock plans. The Compensation Committee reviews and evaluates, at least annually, the performance of the Compensation Committee and its members, including compliance of the Compensation Committee with its charter. In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with Calix’s certificate of incorporation and bylaws, Section 162(m) of the Internal Revenue Code of 1986 (to the extent applicable), NYSE rules and other applicable law. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE. A copy of the Compensation Committee charter is available under “Leadership & Governance” in the Investor Relations section of our website at investor-relations.calix.com.
Nominating and Corporate Governance Committee
Calix’s Nominating and Corporate Governance Committee currently consists of Messrs. Listwin, Peters and Flynn, each of whom is a non-employee member of the Board. Mr. Listwin is the chairman of the Nominating and Corporate Governance Committee. The Board has determined that each of the directors serving on the Nominating and Corporate Governance Committee is independent within the meaning of the NYSE listing standards.
The Nominating and Corporate Governance Committee is responsible for making recommendations regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing Calix’s Corporate Governance Guidelines and reporting and making recommendations concerning governance matters. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE. A copy of the Nominating and Corporate Governance Committee charter is available under “Leadership & Governance” in the Investor Relations section of our website at investor-relations.calix.com.
Calix’s Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. Calix does not have a formal diversity policy, but does consider diversity to be a relevant consideration in the process of evaluating and identifying director candidates. To that end, in evaluating the suitability of individual candidates (both new candidates and current board members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, takes into account the following factors, among others: diversity of personal background, perspective and experience, including diversity of gender, age and ethnicity; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly-held company; experience in Calix’s industry and with relevant social policy concerns; experience as a board member of another publicly-held company; academic expertise in an area of Calix’s operations; diversity of business or career experience relevant to the success of Calix; and practical and mature business judgment. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
The policy of the Nominating and Corporate Governance Committee is to consider properly submitted director candidates recommended by stockholders. For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide notice to Calix, which must be received at Calix’s principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times and in the forms required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election under Section 14(a) of the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of Calix’s common stock, and a completed and signed questionnaire, representation

26


and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at 1035 N. McDowell Boulevard, Petaluma, California 94954. The presiding officer at the applicable annual meeting may, if the facts warrant, determine that a nomination was not properly made in accordance with the foregoing, in which case the defective nomination may be disregarded.
Each of our nominees standing for election at this 2017 Annual Meeting was recommended to the Board by the Nominating and Corporate Governance Committee based on the committee’s evaluation as set forth above.
Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance
Our Board met six times during fiscal year 2016. The Audit Committee met seven times, the Compensation Committee met seven times and the Nominating and Corporate Governance Committee met four times during fiscal year 2016. During 2016, each continuing Board member and nominee attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he served, except for Mr. DeNuccio who missed two Board meetings due to unplanned obligations elsewhere and, as a result, attended 67% of the meetings of the Board. Mr. DeNuccio did not serve on any committees of the Board in fiscal year 2016.
We encourage our directors to attend our annual meetings of stockholders. Each of Messrs. Listwin, Bowick, DeNuccio, Everett, Matthews, Pardun, Peters and Russo attended our 2016 annual meeting of stockholders on May 18, 2016.
Compensation Committee Interlocks and Insider Participation
Each of Messrs. Flynn, Bowick and Listwin served on Calix’s Compensation Committee for the entirety of 2016. None of the members of Calix’s Compensation Committee is or was at any time during 2016 an officer or employee of Calix, was formerly an officer of Calix or has engaged in certain related transactions with Calix, as required to be disclosed by SEC regulations. None of Calix’s executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on Calix’s Board or Compensation Committee.
Risk Assessment and Compensation Practices
Calix’s management assessed, with input from outside consultants, and discussed with the Compensation Committee Calix’s compensation policies and practices for its employees as they relate to risk management. Based upon this assessment, Calix believes that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on Calix in the future.
Calix’s employees’ base salaries are fixed in amount and thus Calix does not believe that they encourage excessive risk-taking. While performance-based cash incentives and sales-based incentives focus on achievement of short-term or annual goals, Calix believes that its performance-based cash incentives and sales-based incentives appropriately balance risk and the desire to focus employees on specific short-term goals important to our long-term success. Calix believes these programs also do not encourage unnecessary or excessive risk taking as the potential payout is limited, with payouts on performance-based cash incentives limited to 100% of target and payouts of greater than target under sales-based incentives limited to incremental achievement above 100% of target. Further, such programs represent only one portion of the total compensation opportunities available to most employees and Calix believes that its internal policies and controls help mitigate this risk.
A significant portion of the compensation provided to Calix employees is in the form of long-term equity-based incentives that are important to help further align Calix’s employees’ interests with those of its stockholders. Calix does not believe that these equity-based incentives encourage unnecessary or excessive risk taking because their ultimate value is tied to Calix’s stock price.
The statements regarding the risks arising from Calix’s compensation policies and practices contain forward-looking statements that involve substantial risks and uncertainties. Calix has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that Calix believes may affect its financial condition, results of operations, business strategy and financial needs.
Communications with the Board
All interested parties may communicate with the Board or any specified individual directors. Such correspondence should be sent to the attention of Calix’s Corporate Secretary, at 1035 N. McDowell Boulevard, Petaluma, California 94954. Calix’s Corporate Secretary will forward the communication to the Board members.

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DIRECTOR COMPENSATION
Cash Compensation
Members of the Board who are employees of Calix do not receive any additional compensation for their services as directors. Under Calix’s Non-Employee Director Cash Compensation Policy, directors who were not employed by Calix or one of our affiliates received the following cash retainers for their service on the Board (including service on committees of the Board) during 2016:
 
 
Amount
Base Retainer
 
$
40,000

Board and Committee Chair Service Premiums (in addition to Base Retainer)
 
 
Board Chair
 
40,000

Audit Committee Chair
 
35,000

Compensation Committee Chair
 
20,000

Nominating & Corporate Governance Committee Chair
 
10,000

Non-Chair Committee Service Premiums (in addition to Base Retainer)
 
 
Audit Committee
 
10,000

Compensation Committee
 
7,500

Nominating & Corporate Governance Committee
 
5,000

Equity Compensation
Under our Non-Employee Director Equity Compensation Policy, as last amended in April 2016, non-employee directors will automatically be granted RSUs valued at $200,000 (based on the per share closing price of our common stock on the date such director commences service) upon their election or appointment to the Board. The initial grants will be prorated based on the non-employee director’s start date through the applicable vesting date, and will vest with respect to 100% of the RSUs on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the next annual meeting of stockholders following the year of grant.
Each director who is a non-employee director immediately following each annual meeting of stockholders (provided that such director has served as a director for at least six months prior to such date) will also automatically be granted RSUs valued at $120,000 (based on the per share closing price of our common stock on the date of such annual meeting of stockholders). The annual grants vest as to 100% of the RSUs on the day immediately prior to the date of the next annual meeting of stockholders following the date of grant, subject to continued service to Calix through the applicable vesting date.
Members of the Board who are Calix employees and who subsequently terminate employment with Calix and remain on the Board are not eligible for initial grants of RSUs but are eligible, after termination of employment with Calix, for annual grants of RSUs.
All options, RSUs and other equity awards held by a non-employee director, regardless of when granted, automatically accelerate in the event of a change in control of Calix.
Director Stock Ownership
Under our director stock ownership guidelines, each director is expected to acquire and maintain ownership of Calix common stock having a value of no less than four (4) times the annual Board cash retainer, which achievement of the requisite stock ownership expected on or before the later to occur of: January 1, 2018; or the date five years after the initial appointment date of such director. If a director fails to meet these guidelines, shares from such director’s annual equity grants will be held until the guidelines are met. Each of our directors are currently in compliance with our director stock ownership guidelines.
Other Arrangements
We reimburse non-employee directors for travel, lodging and other expenses incurred in connection with their attendance at Board and committee meetings.

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Director Compensation Table
The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2016.
Name
 
Fees Earned or
Paid in Cash
($)
 
Stock
Awards
($) (1)
 
All Other
Compensation
($)
 
Total
($)
Don Listwin
 
$
97,500

 
$
120,000

 
$

 
$
217,500

Christopher Bowick
 
47,500

 
120,000

 

 
167,500

Kevin DeNuccio
 
40,000

 
120,000

 

 
160,000

Michael Everett
 
75,000

 
120,000

 

 
195,000

Michael Flynn
 
65,000

 
120,000

 

 
185,000

Adam Grosser (2)
 
15,714

 

 

 
15,714

Michael Matthews
 
50,000

 
120,000

 

 
170,000

Thomas Pardun
 
50,000

 
120,000

 

 
170,000

Kevin Peters
 
45,000

 
120,000

 
97,244

(3)
262,244

 
(1)
Amounts reflect the grant date fair value of RSUs granted in 2016 calculated in accordance with ASC Topic 718 for share-based payment transactions and exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of the assumptions used in the valuations of the RSUs, see Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. We value RSUs at the closing market price of our common stock on the date of grant.
(2)
Mr. Grosser did not stand for re-election at the Annual Meeting on May 18, 2016.
(3)
Amount represents $90,000 of consulting services fees and $7,244 in travel and business expense reimbursements paid to Mr. Peters under a short-term Consulting Agreement dated July 29, 2016, as amended. We engaged Mr. Peters to provide us consulting and advisory services based on his business and industry experience relevant to certain of our projects. Mr. Peters provided services under the Consulting Agreement from August 1, 2016 through September 30, 2016, following which the engagement ended.
As of December 31, 2016, outstanding options and RSUs held by our current non-employee directors were as follows:
Name
 
Stock
Options Outstanding
(#)
 
Restricted
Stock Units
That Have Not Vested
(#)
Don Listwin
 
7,500

  
17,964

Christopher Bowick
 

  
26,025

Kevin DeNuccio
 

  
17,964

Michael Everett
 
10,000

 
17,964

Michael Flynn
 
12,500

  
17,964

Michael Matthews
 
12,500

 
17,964

Thomas Pardun
 
11,750

 
17,964

Kevin Peters
 

 
25,565



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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
Our compensation and benefits programs reflect our philosophy of paying all of our employees, including our named executive officers (“NEOs”), in ways that support two primary objectives:
attract, reward and retain exceptional talent in the markets in which we operate
identify and reward outstanding performance that reflects Calix principles and values and aligns with long-term stockholder value creation
To help us achieve these objectives, a significant portion of our NEOs’ compensation is at risk with significant upside potential for strong performance, as well as downside exposure for underperformance. NEOs with greater responsibilities and the ability to directly impact our company’s goals and long-term results bear a greater proportion of the risk if these goals and results are not achieved.
The following discussion describes and analyzes our compensation objectives and policies, as well as the material components of our compensation program for our NEOs during 2016. Our NEOs for 2016 were:
Carl Russo, President and Chief Executive Officer
William Atkins, Executive Vice President and Chief Financial Officer
Michael Weening, Executive Vice President, Sales and Marketing
John Colvin, Former Senior Vice President, North American Sales
Andy Lockhart, Former Senior Vice President, International Sales
Mr. Lockhart’s employment with Calix terminated effective December 29, 2016 and Mr. Colvin’s employment with Calix terminated effective January 6, 2017. On March 31, 2017, Mr. Atkins gave notice of his resignation from Calix effective May 19, 2017. The terms of separation with each executive are described below under “Separation Agreements.”
Compensation Philosophy and Process
We strive to find the best talent, resources and infrastructure to serve our customers and strategically expand our product portfolio. Our goal is to attract and retain highly qualified executives to manage and oversee each of our business functions. We seek out individuals who we believe will be able to contribute to our business and our vision of future success, culture, principles and values, and who will promote the long-term interests and growth of our company. Our compensation philosophy is intended to promote a team-oriented approach to performance as a portion of each NEO’s incentive compensation is based on achievement against the same performance objectives as our broad-based incentive plan. In 2016, all employees were provided with the same health, welfare and retirement benefits as our executives.
Our compensation programs aim to achieve the following:
enable us to attract, retain and drive a world-class, talented leadership team to execute on our business strategy
foster a goal-oriented leadership team with a clear understanding of long-term business objectives and shared corporate principles and values
ensure that the elements of compensation provided to our employees and executives are balanced, individually and in combination, and do not encourage excessive risk-taking
reflect the competitive environment of our industry and our changing business needs
allocate our resources effectively and efficiently in the development and selling of market-leading technology and products
maintain pay parity and fair compensation practices across our organization
In furtherance of these goals, our compensation programs are designed to:
be market competitive by targeting compensation at approximately the 50th percentile of our peer group
emphasize pay for performance
share risks and rewards with our stockholders
align the interests of our employees and executives with those of our stockholders
reflect our principles and values
Our compensation program in 2016 consisted of the following components:
base salary
incentive-based cash compensation, including sales-based incentive compensation for sales executives
grants of equity awards including grants that vest based solely on continued service and grants that vest based on corporate performance and continued service
health, welfare and retirement benefits

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In July 2016, our Compensation Committee conducted its annual review of our executive compensation program with its independent compensation consultant, Radford Consulting, or Radford, including a review of our pay philosophy, compensation mix, short and long-term incentive plan structures, equity plan risk assessment and severance policy, and concluded that our executive compensation program was consistent with market practice. In reaching this conclusion, the Compensation Committee, in consultation with Radford, also reviewed governance and pay-for-performance guidelines and peer company practices issued by proxy advisory firms.
Stockholder Advisory Vote on Executive Compensation
We hold an advisory, non-binding stockholder vote on executive compensation every year. At our 2016 Annual Meeting of Stockholders, our stockholders voted to approve the compensation of our NEOs, with approval of over 98.4% of the votes cast. The Compensation Committee reviewed these voting results along with the results in the last two years, noting the strong level of our stockholders’ support for our NEO’s compensation. The Compensation Committee also reviewed our compensation programs with Radford and management, including consideration of governance and pay-for-performance guidelines issued by proxy advisory firms. The Compensation Committee regularly reviews executive compensation programs, in conjunction with Radford, and makes changes it determines are appropriate, including its determination in February 2016 to grant performance-based equity incentive awards that also included a time-vest component that requires continuous employment for three years after grant to fully earn the award as discussed in the Equity-Based Incentives section below. The Compensation Committee intends to continue to take into consideration the outcome of our stockholders’ future advisory “say on pay” votes when making future compensation decisions for the NEOs.
Role of Our Compensation Committee
Our Compensation Committee approves and interprets our executive compensation and benefit plans and policies. The Compensation Committee is appointed by the Board and consists entirely of directors who are outside directors for purposes of Section 162(m) of the Internal Revenue Code and non-employee directors for purposes of Rule 16b-3 of the Exchange Act. In 2016, our Compensation Committee determined the compensation for all of our NEOs. Except for our chief executive officer’s compensation and performance, each NEO’s individual performance and contributions to our Company for each fiscal year is assessed by our chief executive officer who reports his recommendations regarding each element of the NEOs’ compensation to the Compensation Committee. Our chief executive officer does not participate in any formal discussion with the Compensation Committee regarding decisions on his own compensation and he recuses himself from meetings when his compensation is being discussed.
Competitive Market Review
The market for experienced executive leaders is highly competitive in our industry. We strive to attract and retain highly qualified executives to effectively lead each of our business functions. In doing so, we draw upon a pool of talent that is highly sought after by both large and established technology and telecommunications companies in our geographic area and by other competitive companies in development or growth phases. Established organizations in our industry seek to recruit top talent from emerging companies in the sector just as smaller organizations look to attract and retain the best talent from the industry as a whole. We also compete for key talent on the basis of: our vision of future success; our culture and values; the cohesiveness and productivity of our teams; and the excellence of our technical and leadership teams. The competition for technical and non-technical skills is aggressive across the sector and we expect it to remain high for the foreseeable future.
Our Compensation Committee determines compensation for our NEOs, in large part based upon our financial resources, as well as competitive market data. In setting executive compensation for 2016, our Compensation Committee conducted a review of our NEOs’ compensation, as well as the mix of elements used to compensate our NEOs, and compared that information with data provided by Radford, as discussed below.
Our 2016 peer group criteria consist of companies within the telecommunications industry with revenues between $200 million and $1 billion and market capitalizations between $200 million and $2 billion that we believe compete with us for executive talent. Our 2016 peer group was set by the Compensation Committee based on recommendations from Radford, consideration of ISS and Glass Lewis peer group criteria, and discussion with management. Although Brocade is above the criteria for revenue and market capitalization, the Committee determined to retain this company in our 2016 peer group because it is a local talent competitor. Although Infinera and Ubiquiti Networks are above $2 billion in market capitalization, the Compensation Committee determined to retain these companies in our 2016 peer group because their revenue remains within range for our peer group. Our 2016 peer group consisted of the following companies:
•    ADTRAN, Inc.
 
•    InterDigital, Inc.
•    Barracuda Networks, Inc.
  
•    Ixia
•    Broadsoft, Inc.
 
•    NetScout Systems, Inc.
•    Brocade Communications Systems, Inc.
  
•    Oclaro
•    CalAmp Corp.
  
•    QLogic Corporation
•    Comtech Telecommunications Corp.
 
•    Ruckus Wireless, Inc.
•    Digi International Inc.
  
•    ShoreTel, Inc.
•    Extreme Networks, Inc.
  
•    Silver Springs Networks, Inc.
•    Harmonic Inc.
  
•    Sonus Networks, Inc.
•    Infinera Corporation
 
•    Ubiquiti Networks, Inc.
•    Infoblox Inc.
 
 

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Our revenue was between the 50th and 60th percentile and our market cap was between the 10th and 20th percentiles of our 2016 peer group. We determine our approximate position relative to the appropriate market benchmark by comparing our practices and levels: by target annual cash compensation, which includes base salary, target annual incentive opportunity; and by total direct compensation, which includes target cash compensation and equity compensation.
During 2016, the Compensation Committee continued to engage Radford as its independent executive compensation consultant. Radford was hired directly by our Compensation Committee and works with management only at our Compensation Committee’s direction to interpret results, make recommendations and assist in setting compensation levels for our executive officers. After review and consultation with Radford, the Compensation Committee determined that Radford is independent and that there is no conflict of interest resulting from retaining Radford currently or during 2016.
Weighting of Elements in our Compensation Program
The use and weight of each compensation element is based on a subjective determination by the Compensation Committee of the importance of each element in meeting our overall corporate objectives for each year as well as our long-term business strategy. We also take into consideration assessments of our compensation program, including an assessment of compensation program risk, conducted by Radford for the Committee. We put a significant amount of each NEO’s total potential compensation, including compensation derived from long-term equity incentive awards, “at risk” based on our achievements of corporate financial targets aligned with our business strategy.
The 2016 weighting of compensation elements provided to our NEOs as a group is as follows:
compensationmix2016a01.jpg
Chief Executive Officer Compensation
In January of 2012, the compensation committee determined to adjust Mr. Russo’s cash compensation to reflect market practices, our internal compensation practices for other NEOs and to be competitive relative to our peer group companies. In 2012, Mr. Russo’s base salary was increased to $500,000 per year and he was given a performance bonus target equal to 100% of his annual base salary. For 2016, Mr. Russo’s base salary and performance bonus target remained as set in 2012. Mr. Russo was not granted any equity awards during 2016, but continues to be a significant stockholder (with stock ownership of approximately 13% of common stock outstanding) with his personal wealth tied directly to sustained stock price appreciation and performance, which provides direct alignment with stockholder interests. Mr. Russo’s 2016 total target direct compensation is below the 25th percentile of our peer group of companies.
Compensation Arrangements with New Executives
Michael Weening
In June 2016, Mr. Weening was appointed as our executive vice president of global sales. In recruiting new executive talent, our Compensation Committee aims to structure a competitive compensation package based upon, among other factors, competitiveness of the offer compared to the executive candidate’s then-current compensation (including the value of bonus opportunities, incentive compensation opportunities and equity awards), competing offers available to the candidate, and market and peer group practices. Similarly, our Compensation Committee takes into account these factors, along with competitive position benchmark data provided by its compensation consultant, in setting the initial base salary and initial equity award for a new executive. Following such assessment and considering Mr. Weening’s strong individual leadership experience and potential, our Compensation Committee approved an initial compensation package that provides for an annual base salary of $320,000, a $50,000 sign-on bonus and an initial equity award of an option to purchase 380,000 shares of our common stock with a grant date fair value of $1,249,098 that vests over four years, with 25% of the common stock subject to the award vesting on the one-year anniversary of the grant date and 12 substantially equal quarterly installments thereafter, subject to Mr. Weening’s continued employment with Calix through the applicable vesting dates. In addition, Mr. Weening participates in our cash incentive plan and sales-based incentive plan on the same terms as our other executives.

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Base Salary
Base salary reflects the experience, skills, knowledge and responsibilities of each NEO, as well as competitive market conditions. Base salary is one component of total cash compensation. We generally seek to target total cash compensation at approximately 50th percentile of our peer companies.
The table below sets forth the annual base salary for each NEO as set by our compensation committee for 2016.
Name of Executive Officer
 
Annual Base
Salary
Carl Russo
 
$
500,000

William Atkins (1)
 
345,000

Michael Weening (2)
 
320,000

John Colvin (3)
 
280,908

Andy Lockhart (4)
 
253,941

 
 
 
(1)
On March 31, 2017, Mr. Atkins gave notice of his resignation from Calix effective May 19, 2017. Prior to January 4, 2016, Mr. Atkins’s annual base salary was $313,500.
(2)
Mr. Weening joined Calix on June 27, 2016.
(3)
Mr. Colvin’s employment with Calix ended effective January 6, 2017.
(4)
Mr. Lockhart’s employment with Calix ended effective December 29, 2016. Mr. Lockhart’s salary was set in British pounds. Annual base salary amounts disclosed for Mr. Lockhart were converted to US dollars using an average exchange rate for 2016 of £1 to US$ 1.356.
The annual base salaries of our NEOs are reviewed at least once a year, and our compensation committee intends to make adjustments to reflect performance-based factors as well as competitive conditions.
Cash Incentive Compensation
Our cash incentive compensation for our NEOs consist of an executive cash incentive plan and, for our sales executives, additional cash incentive awards under a sales-based incentive compensation plan for our sales organization.
Cash Incentive Plan
During 2016, we maintained a cash incentive plan in which our NEOs participated. Total target cash compensation for our NEOs was at the 50th percentile of our 2016 peer group, when looking at the group in the aggregate. The executive cash incentive plan consists of quarterly financial target components and an annual component. Eighty percent (80%) of the target cash incentive plan opportunity is based upon achievement against quarterly corporate financial targets while twenty percent (20%) is an annual component awarded based on the executive’s individual performance during the year. The cash incentive plan does not provide for any guaranteed payments. Our chief executive officer recommends, and the Compensation Committee determines, the achievement as to individual performance of each NEO, except for himself. Our chief executive officer’s performance is evaluated and determined solely by the Compensation Committee.
We seek to align the performance targets of our cash incentive plan to our business strategy and long-term stockholder interests. For 2016, our cash incentive plan target focused on our strategic growth initiatives. The cash incentive plan provides for a cash incentive compensation pool to be funded based upon the achievement of both revenue and non-GAAP operating income (loss) targets on a consecutive quarterly basis. Both goals must be met or exceeded in consecutive quarters in order for the executive cash incentive compensation plan to fund, although the Compensation Committee retains discretion over whether or not the plan is funded quarter over quarter. Non-GAAP operating income (loss), for the purposes of the cash incentive plan, is calculated as operating income (loss) on a GAAP basis less certain items that are not considered indicative of our normal operating performance, consisting of: non-cash stock-based compensation, amortization of certain intangible assets and litigation expenses related to our defense in the class action litigation in connection with our 2011 acquisition of Occam Networks.
Our Compensation Committee establishes targets for our quarterly corporate goals based on the annual operating plan, or AOP, approved by our Board at the beginning of the year based on information prepared by management. In general, in order for the cash incentive compensation pool to be funded, both the revenue and non-GAAP net income (loss) targets need to be achieved for both that particular quarter and the following quarter.
These performance metrics were selected because the Compensation Committee sought to incentivize revenue growth and operational efficiencies as key measures of our operational performance at this stage of our development. The non-GAAP operating income (loss) component is a measure that is required in addition to the revenue target to mitigate risks of revenue generation activities at the expense of achieving profitability goals. The Compensation Committee believes that the use of these targets incentivizes long-term stockholder value.
Even though the Compensation Committee has established target cash incentive opportunities for each of the NEOs, once our corporate performance goals are achieved and the cash incentive compensation pool is funded, the Compensation Committee retains

33


discretion to adjust cash incentive compensation paid to each individual up or down based upon assessment of individual performance by the committee, including upon consultation with Mr. Russo (except as to Mr. Russo’s compensation).
Sales-Based Incentive Compensation Plan
Given their roles leading our sales organization, Messrs. Weening, Colvin and Lockhart each additionally participate in the sales-based incentive compensation program for our sales organization. The sales-based incentive compensation program provides incentive cash payments in the form of sales commissions and similar incentive payments based on sales targets aligned with our growth strategy. As with our cash incentive plan, our sales-based incentive plan seeks to incentivize performance against our growth initiatives. The sales-based incentive plan does not provide for any guaranteed payments and, on an annual basis, our Compensation Committee evaluates the structure of the sales-based incentive plan to ensure its consistency with market practices. In setting the incentive targets, our Compensation Committee sought to incentivize revenue growth at levels that would be challenging and require above average effort to achieve. The incentive targets for 2016, consisting of quarterly and annual bookings quota and revenue targets for a sales executive’s sales region, are set based on alignment to our AOP as approved by the Board at the beginning of the year. In addition, the sales-based incentive plan also provides for accelerators for certain specified achievement above targets. Performance is measured quarterly and annually with accelerators applying to incremental achievement of bookings targets above 100%, provided revenue targets are also met. For 2016, each of Messrs. Weening, Colvin and Lockhart were eligible for accelerators to the base commission rate for achievement of bookings targets above 100% as follows: at 1.15 times for actual achievement above 100% of bookings target within a quarter; at 1.30 times for actual achievement above 100% of target for the quarter if the immediate prior consecutive quarter targets were also met; 1.50 times for actual achievement above 100% for the annual target; and 2.00 times for actual achievement above 100% for all annual and quarterly targets.
A summary of the total cash incentive compensation set by our Compensation Committee for our NEOs for 2016 is as follows:
Total Target Cash Incentive Opportunity
Named Executive Officer
 
Target Cash Incentive Plan Opportunity
 
Target Cash Incentive Plan Opportunity as a Percentage of Base Salary
 
Target Sales-Based Incentive Plan Opportunity (1)
 
Total Target Incentive-Based Cash Compensation Opportunity
Carl Russo
 
$
500,000

 
100%
 
$

 
$
500,000

William Atkins (2)
 
172,500

 
50%
 

 
172,500

Michael Weening (3)
 
64,000

 
40%
 
64,000

 
128,000

John Colvin (4)
 
112,363

 
40%
 
117,637

 
230,000

Andy Lockhart (5)
 
88,140

 
34.7%
 
122,040

 
210,180


(1)
Target sales-based incentive plan opportunity amounts listed represent the base sales commissions opportunities at target levels. It does not include additional accelerator amounts for which the executive may qualify if he exceeds his quarterly and/or annual sales targets.
(2)
On March 31, 2017, Mr. Atkins gave notice of his resignation from Calix effective May 19, 2017.
(3)
Since Mr. Weening commenced employment on June 27, 2016, his targets for his cash incentive plan and sales-based incentive plan opportunities have been pro-rated for our third and fourth fiscal quarters of the fiscal year. His annual target cash incentive plan and target sales-based incentive plan opportunities were each set at 40% of his annual base salary.
(4)
Mr. Colvin’s employment with Calix ended effective January 6, 2017. Target sales-based incentive for Mr. Colvin was approximately 41.9% of his annual base salary, which aligned his total cash compensation opportunity at approximately the 75th percentile of our peer group of companies for similar executives.
(5)
Mr. Lockhart’s employment with Calix ended effective December 29, 2016. Mr. Lockhart’s target cash incentive and target sales-based incentive opportunities were set in British pounds. The amounts disclosed for Mr. Lockhart were converted to US dollars using an average exchange rate for 2016 of £1 to US$ 1.356. Mr. Lockhart’s total cash compensation opportunity was set at approximately the 75th percentile of our peer group of companies for similar executives.
Achievement of Quarterly Financial Targets
The table below sets forth the quarterly financial targets under our cash incentive plan and our achievement for each fiscal quarter of 2016 (in thousands, except for percentages).
Fiscal Quarter
 
Target
 
Achievement
 
Percent Achievement of Quarterly Financial Target (2)
 
Revenue
 
Non-GAAP Operating Income (Loss) (1)
 
Revenue
 
Non-GAAP Operating Income (Loss) (1)
 
First quarter
 
$
97,000

 
$
(4,000
)
 
$
98,375

 
$
(1,005
)
 
100%
Second quarter
 
107,000

 
(2,800
)
 
107,425

 
762

 
100%
Third quarter
 
119,000

 
300

 
121,187

 
6,147

 
100%
Fourth quarter
 
131,000

 
(2,400
)
 
131,800

 
(7,502
)
 
—%


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(1)
Reconciliation of these non-GAAP amounts to GAAP is provided in Appendix C.
(2)
Payment of our executive cash incentive plan requires achievement of quarterly revenue and non-GAAP operating income (loss) targets in two consecutive quarters. The executive cash incentive plan amount was paid in the first and second fiscal quarters of 2016 because we achieved both revenue and non-GAAP operating income (loss) targets in the first three fiscal quarters of 2016. Although we achieved our revenue and non-GAAP operating income (loss) targets for the third fiscal quarter of 2016, the executive cash incentive plan amount was forfeited because we did not meet our non-GAAP operating income (loss) target in the fourth fiscal quarter of 2016. Similarly, no executive cash incentive plan amount was paid in the fourth fiscal quarter of 2016 because we did not meet our non-GAAP operating income (loss) target that quarter.
Summary of Payouts of Cash Incentive Compensation
The chart and table below summarize each NEO’s awards for achievements against targets under the cash incentive plan and each sales executive’s achievements against target for the sales-based incentive plan.
incentivepayouts.jpg
 
 
Target Opportunity Under
Cash Incentive Plan
 
Awards Under
Cash Incentive Plan
 
 
 
 
 
 
Named Executive Officer
 
Quarterly Financial Targets
 
Annual Component - Personal Objectives
 
Quarterly Financial Targets
 
Annual Component - Personal Objectives
 
Target Sales-Based Incentive Plan Opportunity
 
Awards Under Sales-Based Incentive Plan
 
Total Cash Awards Under Incentive-Based Plans
Carl Russo
 
$
400,000

 
$
100,000

 
$
200,000

 
$
25,000

 
$

 
$

 
$
225,000

William Atkins (1)
 
138,000

 
34,500

 
69,000

 
17,250

 

 

 
86,250

Michael Weening (2)
 
51,200

 
12,800

 

 
16,000

 
64,000

 
128,450

 
144,450

John Colvin (3)
 
89,890

 
22,473

 
44,945

 

 
117,637

 
191,449

 
236,394

Andy Lockhart (4)
 
70,512

 
17,628

 
35,256

 

 
122,040

 
63,280

 
98,536


(1)
On March 31, 2017, Mr. Atkins gave notice of his resignation from Calix effective May 19, 2017.
(2)
Mr. Weening commenced employment on June 27, 2016. Accordingly, he was eligible only for the third and fourth quarters of the quarterly financial component under the cash incentive plan and under the sales-based cash incentive plan. Mr. Weening is responsible for global sales and his sales-based incentive were based on targets set for the whole sales organization. The amount paid to Mr. Weening under the sales-based incentive plan constitutes payments of $73,020 for sales-based incentive payments at target and $55,430 for additional quarterly and annual accelerators, representing achievement of all revenue targets and achievement above 100% of each of his third and fourth quarter and annual bookings targets (at an aggregate achievement of 114.1%).
(3)
Mr. Colvin’s employment with Calix ended effective January 6, 2017. During 2016, Mr. Colvin was responsible for North America sales and his sales-based incentive targets were based on targets for the North America region. The amount paid to Mr. Colvin under the sales-based incentive plan constitutes payments of $133,842 for sales-based incentive payments at target and $57,605 for additional quarterly and annual accelerators, representing achievement of all revenue targets and achievement above 100% of each of his quarterly and annual bookings targets (at an aggregate achievement of 113.8%).

35


(4)
Mr. Lockhart’s employment with Calix ended effective December 29, 2016. During 2016, Mr. Lockhart was responsible for international sales and his sales-based incentive targets were based on targets for our International region. The amount paid to Mr. Lockhart under the sales-based incentive plan constitutes payments of £46,563 for sales-based incentive payments at target and £104 for an additional accelerator for the first quarter, representing achievement at 100.5% for the first quarter and below target for the second and third quarters. Amounts for Mr. Lockhart are set in British pounds and were converted to US dollars using an average exchange rate for 2016 of £1 to US$ 1.356.
Discretionary Bonuses
Our Compensation Committee may also choose to award discretionary bonuses from time to time. No discretionary bonuses were awarded to any NEO in 2016.
Equity-Based Incentives
Our equity incentive plans have been established to provide our key employees, including our NEOs, with stock-based incentives to align their interests with the interests of our stockholders.
We believe that award of stock-based compensation to our key employees and executives encourage strong long-term financial and operational performance and provide them the opportunity to participate in the long-term appreciation of our stock value. Our Compensation Committee also reviews the equity burn rate annually to ensure it is aligned with peer/industry practices.
We generally provide annual grants of stock-based awards to our NEOs under our 2010 Equity Incentive Award Plan. Currently, most key employees, including our NEOs, receive a new hire RSU or stock option grant subject to a four-year vesting period. RSU grants generally vest as to 25% after the first twelve months of service and in equal quarterly installments thereafter with a full vest in four years, subject to continued service through each vesting date; and beginning June 2016, stock option grants generally vest as to 25% after the first twelve months of the grant date and in equal quarterly installments thereafter with a full vest in four years, subject to continued service through each vesting date. Subsequent RSU or stock option grants may be granted at the discretion of the Compensation Committee, in recognition of a promotion or extraordinary performance, or as refresh grants to continue to incentivize future performance.
The size and terms of the initial option or RSU grant made to each new NEO upon joining Calix is primarily based on competitive conditions applicable to the NEO’s specific position and the value of unvested equity the executive is leaving at his or her prior company. In addition, we consider the number of shares of our common stock underlying options and RSUs granted to other executives in comparable positions within our company.
For our NEOs, equity awards generally include a threshold performance criteria which is intended to reduce or eliminate the economic benefit of such awards in the event we do not perform well. We believe that our equity awards provide an important retention tool for our NEOs, as they are typically subject to vesting over a longer period of time, generally four years.
Performance Stock Units — Market Based Performance Targets
From 2012 to 2014, we granted performance stock units that vested based on our total stockholder return, or TSR, relative to the TSR of our financial peer group.
The performance stock units granted under this program will not vest if Calix’s TSR is below the 30th percentile of our financial peer group for two-year and three-year measurement periods and may vest at up to 200% of the target shares if Calix’s TSR is above the 90th percentile of our financial peer group. Where Calix’s TSR is negative, the maximum payout of under this program is limited to 100% of target, even if Calix’s TSR is above that of our financial peer group. We believe these criteria align our equity awards with long-term stockholder interests. The size of awards under our TSR program was determined in consultation with Radford and targeted at the values provided by our peer group companies for similarly situated executives.
The performance share units granted in January 2014 under our TSR program vest based on the relative TSR of our common stock over a three-year performance period beginning January 1, 2014 and ending December 31, 2016, with the first tranche consisting of two-thirds of the target shares vesting based on a measurement period of January 1, 2014 through December 31, 2015 and the second tranche consisting of one-third of the target shares vesting based on a measurement period of January 1, 2014 through December 31, 2016. Our relative TSR during the applicable measurement period for the first and second tranches of the 2014 grant was below the 30th percentile and, in accordance with the terms of our TSR program, none of the target shares were achieved or released, and the associated performance stock units were canceled in February 2016 and February 2017, respectively, upon certification of performance by our Compensation Committee.

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Performance-Based RSUs
In February 2016, we granted 50,000 performance-based RSUs to each of Messrs. Atkins, Lockhart and Colvin. Vesting of these performance-based RSUs is contingent upon our achievement of a fiscal year 2016 target revenue goal of $450.0 million, representing a 10% year-over-year growth in gross revenue from 2015 to 2016. Our Compensation Committee selected the target revenue goal in order to align our executive compensation to our business strategy and long-term growth initiatives. Further, these grants were determined to provide an appropriate blend of performance-based incentive and executive-retention impact over the three-year period consistent with equity award programs among our peer group companies. We believe that award size, performance target and vest terms are such that a significant portion of each NEO’s total compensation would be attained only if we achieved performance aligned with our growth initiatives and long-term stockholder value.
If, at the end of the one-year performance measurement period, the performance goal is met, 50% of the equity award shall vest upon certification by the Compensation Committee of achievement of the performance goal, with the remaining 50% vesting in equal annual installments for the next two years, subject to the executive’s continuous employment with the Company. If the performance target is not met, the entire equity award would be forfeited. In February 2017, the Compensation Committee determined that the financial goal for these performance-based RSUs was met based on 2016 gross revenue of $458.8 million and, accordingly, 25,000 of the performance-based RSUs held by Mr. Atkins vested. The remaining 25,000 performance-based RSUs held by Mr. Atkins will vest in equal installments on February 7, 2018 and 2019, subject to his continued service through the vesting dates. In connection with Mr. Lockhart’s termination of employment, 25,000 of the performance-based RSUs held by Mr. Lockhart also vested in February 2017, based on the Compensation Committee’s certification of performance. The remainder of Mr. Lockhart’s performance-based RSUs were forfeited. The vesting of all of Mr. Colvin’s performance-based RSUs was accelerated in January 2017 in connection with his termination of employment. The terms of separation with each Mr. Lockhart and Mr. Colvin are described below under “Separation Agreements.”
Change in Control and Severance Benefits
We provide our NEOs with certain change in control and severance benefits under our Executive Change in Control and Severance Plan, or CICSP, as adopted by our Compensation Committee. Our Compensation Committee provides change in control and severance benefits to our senior executives to, among other things, provide security to our NEOs including in the event of a change in control of our company.
Under the CICSP, in the event an eligible NEO’s employment with us is terminated by us without cause or by the NEO for good cause, he or she is eligible to receive (i) cash severance payments of twelve months’ base salary and target bonus (in the case of Messrs. Russo, Atkins and Weening) or six months’ base salary and target bonus (in the case of Messrs. Lockhart and Colvin), to be paid in a cash lump sum, and (ii) the continuation of health benefits, paid by Calix, for twelve months (in the case of Messrs. Russo, Atkins and Weening) or six months (in the case of Messrs. Lockhart and Colvin) following termination. In addition, upon such a termination, any equity awards held by our NEOs would be accelerated with respect to that number of shares that otherwise would have vested had the NEO’s employment continued for a twelve-month period (in the case of Messrs. Russo, Atkins and Weening) or a six-month period (in the case of Messrs. Lockhart and Colvin) following termination.
In the event the applicable termination or resignation takes place within 60 days prior to or twelve months after a change in control, then, in addition to the foregoing benefits, (i) the vesting of all equity awards held by the NEO would be fully accelerated and (ii) each NEO would receive a cash payment equal to his or her annual cash bonus for the year of termination, pro-rated through the date of termination, subject to the achievement of applicable performance goals.
Our NEOs must execute, and not revoke during any applicable revocation period, a general release of claims against us in order to be eligible for any severance benefits. We do not provide for any tax gross-up payments under our CICSP or otherwise in connection with executive severance benefits.
Benefits
We provide the following benefits, as applicable to all employees, including our NEOs:
medical, dental and vision insurance
life insurance, accidental death and dismemberment and business travel and accident insurance
employee assistance program
health and dependent care flexible spending accounts
transportation flexible spending accounts
employee stock purchase plan (ESPP)
short- and long-term disability
401(k) plan
pension plan for employees in the United Kingdom, Canada and certain other countries outside of the US, including for Messrs. Lockhart and Weening
health club membership reimbursement

37


Perquisites
Our NEOs participate in the same benefit programs as other employees and do not receive any other perquisites.
Policy Prohibiting Speculative Transactions and Pledging
In accordance with our insider trading policy, we do not permit any officer, director or employee, and their respective family members, to directly or indirectly participate in certain trading activities related to our common stock that are considered aggressive or speculative in nature, including the purchase of put or call options, or the writing of such options. In addition, we do not permit officers and directors to pledge our common stock as collateral.
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1 million paid to our chief executive officer and the three other most highly compensated NEOs (excluding our chief financial officer) employed at the end of the year. While the Board and our Compensation Committee generally consider the financial accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. To maintain flexibility in compensating executive officers in a manner designed to promote corporate goals, the Compensation Committee will not limit amounts paid to those that qualify for tax deductibility.
Section 280G of the Internal Revenue Code
Section 280G of the Internal Revenue Code disallows a tax deduction for “excess parachute payments” and Section 4999 of the Code imposes a 20% excise tax on any person who receives excess parachute payments. Our NEOs are not eligible to receive any tax gross-up payments in the event any payments made or that may be made to them become subject to this excise tax. The Compensation Committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible under Section 280G.
Section 409A of the Internal Revenue Code
Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes a 20% tax and an interest penalty on the recipient of deferred compensation that is subject to but does not comply with Section 409A. As a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. The Compensation Committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.
Accounting for Stock-Based Compensation
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options, restricted stock, RSUs and other stock-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

38


Summary Compensation Table
The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during 2016, 2015, and 2014. 
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($) (1)
 
Stock Awards
      ($) (2)
 
Option
Awards
      ($) (3)
 
Non-Equity
Incentive
Plan
Compen-
sation
     ($) (4)
 
All Other
Compen-
sation
($) (5)
 
Total
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carl Russo
 
2016
 
500,000

 

 

 

 
225,000

 

 
725,000

President and Chief Executive Officer
 
2015
 
500,000

 

 

 

 
250,000

 

 
750,000

 
2014
 
500,000

 

 
543,774

 
516,648

 
288,033

 
1,250

 
1,849,705

William Atkins (6)
 
2016
 
344,394

 

 
371,000

 

 
86,250

 
5,531

 
807,175

Executive Vice President and Chief Financial Officer
 
2015
 
310,125

 

 

 

 
78,375

 
29,989

 
418,489

 
2014
 
253,846

 
20,000

 

 
1,877,260

 
67,038

 
140,078

 
2,358,222

Michael Weening (7)
 
2016
 
166,154

 
50,000

 

 
1,249,098

 
144,450

 
2,066

 
1,611,768

Executive Vice President,
Sales and Marketing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Colvin (8)
 
2016
 
280,908

 

 
371,000

 

 
236,392

 

 
888,300

Former Senior Vice President,
North American Sales
 
2015
 
279,531

 

 

 

 
212,836

 

 
492,367

 
2014
 
273,842

 

 
65,274

 
586,803

 
167,906

 
4,104

 
1,097,929

Andy Lockhart (9)
 
2016
 
189,805

 

 
185,500

 

 
98,536

 
264,252

 
738,093

Former Senior Vice President,
International Sales
 
2015
 
284,851

 
105,889

 

 

 
180,371

 
53,777

 
624,888

 
2014
 
301,017

 

 
39,984

 
560,804

 
140,256

 
37,832

 
1,079,893

 
(1)
Amount reported for Mr. Weening represents a one-time sign-on bonus provided as part of our offer of employment to Mr. Weening.
(2)
Amounts reported represent the aggregate grant date fair value, calculated in accordance with ASC Topic 718 for share-based payment transactions and exclude the impact of estimated forfeitures related to service-based vesting conditions. We value RSUs that vest based solely upon continued service at the closing market price of our common stock on the date of grant. Grant date fair value of performance-based RSUs were calculated assuming 100% performance and are not adjusted for subsequent changes in our stock performance or the level of ultimate vesting as our performance-based RSUs are market condition based only. For a discussion of the assumptions used in the valuations of the performance-based RSUs, see Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. The Stock Award value reported for Mr. Lockhart includes the acceleration of vesting for equity awards under our CICSP in connection with Mr. Lockhart’s termination of employment on December 29, 2016. In accordance with the terms of our CICSP, Mr. Lockhart was granted accelerated vesting of his outstanding equity awards for a six-month period, through June 29, 2017, with any performance-based RSUs subject to the performance target being achieved. This resulted in accelerated vesting of 25,000 shares under the performance-based RSUs granted in February 2016 with a grant date value of $185,500 due to our achievement of the performance target. See additional disclosures related to the performance-based RSUs award under “Equity-Based Incentives” above.
(3)
Amounts reported represent the aggregate grant date fair value for stock options, calculated in accordance with ASC Topic 718 and exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of performance-based options was calculated assuming 100% performance and are not adjusted for subsequent changes in our stock performance or the level of ultimate vesting. For a discussion of the assumptions used in the valuations of the stock options, see Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
(4)
For Messrs. Russo and Atkins, amounts reported for 2016 represent awards earned under our executive cash incentive plan and is based on company and individual performance criteria as described above under “Cash Incentive Compensation.” For Messrs. Weening, Colvin and Lockhart, amounts reported for 2016 represent awards earned under our executive cash incentive plan and amounts earned for sales-based compensation under our sales-based incentive plan for our sales organization. Amounts for Mr. Weening consist of $16,000 in cash incentive plan payments and $128,450 in sales-based incentive plan payments earned in 2016. Amounts for Mr. Colvin consist of $44,945 in cash incentive plan payments and $191,449 in sales-based incentive plan payments earned during 2016. Amounts for Mr. Lockhart consist of $35,256 in cash incentive plan payments and $63,280 in sales-based incentive plan payments earned in 2016.
(5)
Amounts reported in 2016 represent (i) employer contributions of $5,531 we made for Mr. Atkins pursuant to our U.S. 401(k) Plan, (ii) employer contributions of $2,066 we made for Mr. Weening to the Canadian Pension Plan, which is a tax-qualified defined contribution plan in which Calix employees in Canada (other than Quebec) participate, (iii) employer contributions of $15,998 we made for Mr. Lockhart to the Scottish Widows Pension Plan, which is a tax-qualified defined contribution plan in which Calix employees in the United Kingdom participate, (iv) Mr. Lockhart’s car allowance of $20,298 and (v) severance payments in the amount of $227,956 pursuant to Mr. Lockhart’s separation agreement, which is further described under “Separation Agreements” below.
(6)
Mr. Atkins’s annual base salary was adjusted from $313,500 to $345,000 effective January 4, 2016. On March 31, 2017, Mr. Atkins gave notice of his resignation from Calix effective May 19, 2017.

39


(7)
Mr. Weening’s employment with Calix and appointment as an executive officer commenced June 27, 2016.
(8)
Mr. Colvin’s employment with Calix ended effective January 6, 2017.
(9)
Mr. Lockhart’s employment with Calix ended effective December 29, 2016. All amounts shown for Mr. Lockhart’s salary and non-equity incentive plan compensation were set and paid in British pounds and were converted to US dollars using the average exchange rate of £1 to US$1.356 for 2016, £1 to US$1.529 for 2015, and £1 to US$1.648 for 2014.
Grants of Plan-Based Awards in 2016
The following table lists grants of plan-based awards to our NEOs in 2016 and their related fair value as of the respective grant date. 
  
 
 
 
Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards
 
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (3)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise or Base Price of Option
Awards
($/Sh)
 
Grant Date
Fair Value
of
Option and Stock
Awards
($) (4)
Name
 
Grant
Date
 
Target ($)
 
Target
(#)
 
Maxi-
mum
(#)
 
 
 
Carl Russo
 

 
 
 
500,000

(1)
 
 

 

 

 

 

William Atkins
 

 
 
 
172,500

(1)
 
 

 

 

 

 

 
 
2/2/2016

 
 
 

 
 
 
50,000

 
50,000

 

 

 
371,000

Michael Weening (8)
 

 
 
 
64,000

(1)
 
 

 

 

 

 

 
 

 
 
 
64,000

(2)
 
 

 

 

 

 

 
 
6/27/2016

 
 
 

 
 
 

 

 
380,000

(5)
6.38

 
1,249,098

John Colvin
 

 
 
 
112,363

(1)
 
 

 

 

 

 

 
 

 
 
 
117,637

(2)
 
 

 

 

 

 

 
 
2/2/2016

 
 
 

 
 
 
50,000

 
50,000

 

 

 
371,000

Andy Lockhart (7)
 

 
 
 
88,140

(1)
 
 

 

 

 

 

 
 

 
 
 
122,040

(2)
 
 

 

 

 

 

 
 
2/2/2016

 
 
 

 
 
 
50,000

 
50,000

 

 

 
371,000

 
(1)
These amounts represent possible payouts if the incentive plan performance goals are achieved at target level under our cash incentive plan for 2016, which does not provide for threshold or maximum levels. Actual payouts for these plan-based awards are disclosed above in the Summary Compensation Table and under “Cash Incentive Compensation.”
(2)
These amounts represent possible payouts under our sales-based incentive plan at target levels. Our sales-based incentive plan does not provide for threshold or maximum levels.
(3)
Performance-based RSUs that vest based on the attainment of revenue of $458.8 million in 2016, with 50% vesting on the date the Compensation Committee certifies achievement of the performance goal and 25% vesting on each of the next two anniversaries of the certification of performance.
(4)
Amounts reported represent the aggregate grant date fair value, calculated in accordance with ASC Topic 718 for share-based payment transactions and exclude the impact of estimated forfeitures related to service-based vesting conditions. Grant date fair value of performance-based RSUs were calculated assuming 100% performance.
(5)
This amount represents Mr. Weening’s initial stock option award grant upon joining Calix in June 2017. This stock option grant vests over four years, with 25% of the common stock subject to the award vesting on the one-year anniversary of the grant date and 12 substantially equal quarterly installments thereafter, subject to Mr. Weening’s continued employment with the Company through the applicable vesting dates.
(6)
Mr. Weening commenced employment on June 27, 2016. Accordingly, the target amounts for the cash incentive plan and sales-based incentive plan opportunities for Mr. Weening have been pro-rated for the third and fourth quarters of the fiscal year. Mr. Weening’s target cash incentive plan and target sales-based incentive plan opportunities are each $128,000 on an annual basis, each representing 40% of his base salary.
(7)
Amounts shown for non-equity incentive plan awards for Mr. Lockhart were set in British pounds and were converted to US dollars using the average exchange rate of £1 to US$1.356.

40


Outstanding Equity Awards at December 31, 2016
The following table lists all outstanding equity awards held by our NEOs as of December 31, 2016.
 
 
Option Awards
 
Stock Awards
Name
 
Grant
Date
 
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
 
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested as of
December 31,
2016
($) (6)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
 
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) (6)
Carl Russo
 
1/28/2014
 
87,500

 
32,500

(1)
8.18

 
1/28/2024
 
 
 
 
 
 
 
 
 
 
2/21/2013
 
191,666

 
8,334

(1)
8.41

 
2/21/2023
 
 
 
 
 
 
 
 
 
 
2/24/2011
 
100,000

 

(1)
19.75

 
2/24/2021
 
 
 
 
 
 
 
 
 
 
1/28/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
22,667

(4)
174,536

William Atkins
 
2/2/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
50,000

(5)
385,000

 
 
3/25/2014
 
212,500

 
87,500

(2)
8.61

 
3/25/2024
 
 
 
 
 
 
 
 
Michael Weening
 
6/27/2016
 

 
380,000

(3)
6.38

 
6/27/2026
 
 
 
 
 
 
 
 
John Colvin
 
2/2/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
50,000

(5)
385,000

 
 
7/22/2014
 
3,625

 
2,375

(1)
8.43

 
7/22/2024
 
 
 
 
 
 
 
 
 
 
1/28/2014
 
7,291

 
2,709

(1)
8.18

 
1/28/2024
 
 
 
 
 
 
 
 
 
 
7/23/2013
 
4,270

 
730

(1)
11.98

 
7/23/2023
 
 
 
 
 
 
 
 
 
 
2/21/2013
 
19,166

 
834

(1)
8.41

 
2/21/2023
 
 
 
 
 
 
 
 
 
 
2/23/2012
 
20,000

 

(1)
10.71

 
2/23/2022
 
 
 
 
 
 
 
 
 
 
1/28/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
1,667

(4)
12,836

 
 
7/22/2014
 
 
 
 
 
 
 
 
 
1,500

(5)
11,500

 
 
 
 
 
 
7/23/2013
 
 
 
 
 
 
 
 
 
1,250

(5)
9,625

 
 
 
 
Andy Lockhart
 
2/2/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
25,000

(5)
192,500

 
 
1/28/2014
 
8,541

 

(1)
8.18

 
1/28/2024
 
 
 
 
 
 
 
 
 
 
2/21/2013
 
20,000

 

(1)
8.41

 
2/21/2023
 
 
 
 
 
 
 
 
 
 
2/23/2012
 
40,000

 

(1)
10.71

 
2/23/2022
 
 
 
 
 
 
 
 
 
 
5/16/2011
 
250,000

 

 
21.99

 
5/16/2021
 
 
 
 
 
 
 
 
 
 
1/28/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
1,667

(4)
12,836

 

(1)
This option grant vests on a monthly basis over a four-year period from the grant date, subject to the executive’s continued service through the applicable vesting date.
(2)
This option grant vests over four years, with 25% of the options subject to the award vesting on the one-year anniversary of the grant date and 36 substantially equal monthly installments thereafter, subject to the executive’s continued service through the applicable vesting date.
(3)
This option grant vests over four years, with 25% of the common stock subject to the award vesting on the one-year anniversary of the grant date and 12 substantially equal quarterly installments thereafter, subject to Mr. Weening’s continued employment with the Company through the applicable vesting dates.
(4)
Represents grants of performance stock units under our TSR program with a three-year measurement period from January 1, 2014 to December 31, 2016 as described above under “Equity-Based Incentives.” Attainment of the performance metrics was not achieved, and the performance stock units were canceled in February 2017 upon certification of non-performance by our Compensation Committee.
(5)
Represents grants of performance-based RSUs that vest based on the achievement of a certain 2016 revenue target as described above under “Equity-Based Incentives,” with 50% of the grant to vest upon certification by the Compensation Committee of such achievement, and the balance to vest over the subsequent two years in two equal annual installments, subject to the executive’s continued service through the applicable vesting date. Attainment of the performance metrics was determined and certified by the Compensation Committee of the Company’s Board of Directors on February 7, 2017.
(6)
Amounts calculated using a per share fair market value as of December 31, 2016 of $7.70, which was the closing market price of our common stock on that date.

41


Option Exercises and Stock Vested in 2016
The following table shows information regarding the vesting of RSU awards for each of the NEOs during the year ended December 31, 2016. None of our NEOs exercised stock options during 2016.
 
 
Stock Awards
Name
 
Number of
Shares
Acquired
on Vesting
(#)
 
Value Realized
on Vesting
($) (1)
Carl Russo
 
24,999

 
153,994

William Atkins
 

 

Michael Weening
 

 

John Colvin
 
4,499

 
31,214

Andy Lockhart
 
2,499

 
15,394

(1) Based on the closing trading price of the vested shares on the vesting date.


42


Potential Payments Upon Termination or Change of Control
Each of our NEOs is entitled to severance upon a termination without cause or a resignation for good reason under our CICSP. See the section above entitled “Change in Control and Severance Benefits” for more information regarding the benefits provided under our CICSP.
The table below sets forth the estimated payments and benefits that would be provided to each of our NEOs, other than Mr. Lockhart, upon a termination of employment without cause or resignation for good reason apart from or in connection with a change in control if our NEO’s employment had terminated on December 31, 2016 or a change in control was consummated on December 31, 2016, as applicable, taking into account the named executive’s compensation as of that date.
For information with respect to the separation compensation and benefits pursuant to the separation agreements entered into with each of Messrs. Colvin, Lockhart and Atkins, please see “Separation Agreements” below.
 
 
Involuntary Termination for Reasons Other Than Cause, Death or Disability, or Voluntary Termination for Good Reason
Executive Benefits and Payments upon Termination
 
60 Days Prior to
or 12 Months
Following a
Change in Control
($)
 
Not
in Connection
With a
Change in Control
($)
Carl Russo
 
 
 
 
Cash severance - 12 months of base salary
 
$
500,000

 
$
500,000

Cash severance - 12 months of target bonus
 
500,000

 
500,000

Prorated cash bonus
 
500,000

 

Value of accelerated vesting of equity awards (1)
 

 

Company-paid health care premiums - 12 months
 
16,709

 
16,709

Total
 
$
1,516,709

 
$
1,016,709

William Atkins
 
 
 
 
Cash severance - 12 months of base salary
 
$
345,000

 
$
345,000

Cash severance - 12 months of target bonus
 
172,500

 
172,500

Prorated cash bonus
 
172,000

 

Value of accelerated vesting of equity awards (1)
 
385,000

 
192,500

Company-paid health care premiums - 12 months
 
24,979

 
24,979

Total
 
$
1,099,479

 
$
734,979

Michael Weening
 
 
 
 
Cash severance - 12 months of base salary
 
$
320,000

 
$
320,000

Cash severance - 12 months of target bonus
 
128,000

 
128,000

Prorated cash bonus
 
128,000

 

Value of accelerated vesting of equity awards (1)
 
501,600

 
188,100

Company-paid health care premiums - 12 months (2)
 
3,710

 
3,710

Total
 
$
1,081,310

 
$
639,810

John Colvin