🔥 What This Document Is

This is a supplemental filing (a DEFA14A) for Calix's 2026 Annual Meeting. It updates the main proxy statement filed on March 27, 2026. The core addition here is the "Pay Versus Performance" table, which is now required by law.

👉 In simple terms: It's a government-mandated report card showing how closely the pay packages of top executives line up with the company's financial results and stock performance over time.

🏢 What The Company Does

Calix, Inc. (ticker: CALX) is a platform and cloud company. They provide software, hardware, and cloud services to broadband service providers (like regional internet companies). Their goal is to help these providers compete against larger rivals.

👉 Why it matters: Their success depends on their customers' success. If broadband providers grow and upgrade their networks, they buy more from Calix.

💰 The Pay Versus Performance Story

This is the heart of the filing. It compares "Summary Compensation" (the traditional pay number) with "Compensation Actually Paid" (CAP), which adjusts the value of stock and option awards based on year-end market prices.

Here’s the breakdown for the two main leaders:

For Michael Weening (CEO in 2025):

• 2025: Traditional Pay: $10.8M → CAP: $16.2M
• 2024: Traditional Pay: $8.3M → CAP: $2.3M
• 2023: Traditional Pay: $7.2M → CAP: -$13.1M (a negative number!)
• 2022: Traditional Pay: $22.3M → CAP: $17.5M

For Carl Russo (Former CEO in 2021-2022):

• 2022: Traditional Pay: $3.9M → CAP: -$1.1M
• 2021: Traditional Pay: $7.7M → CAP: $30.4M

👉 The big takeaway: CAP swings wildly year-to-year because it's tied to the stock price. When the stock soars (like 2021), pay balloons. When it plunges (like 2023), pay can even look negative.

📈 Performance Metrics vs. Pay

The filing plots executive pay against two key metrics:

1. Total Shareholder Return (TSR): This measures stock price change plus dividends. A $100 investment in Calix stock starting Dec. 31, 2020, was worth:

   • $178 at the end of 2025
   • $117 at the end of 2024
   • $147 at the end of 2023
   • $230 at the end of 2022

2. Non-GAAP Operating Income: This is the profit metric the company says it focuses on most for incentive pay.

   • 2025: $110 million
   • 2024: $31 million
   • 2023: $94 million
   • 2022: $99 million

👉 What it signals: The graphs suggest that executive compensation "actually paid" aligns more closely with these financial results and TSR over the long term, rather than the single-year traditional pay number.

👥 Leadership & NEOs

The filing lists the key executives ("Named Executive Officers" or NEOs) for each year. Important context:

• CEO Transition: Carl Russo was CEO through 2022. Michael Weening became CEO and is the "PEO" (Principal Executive Officer) for 2023 onward.
• 2025 Team: Includes CEO Weening, CFO Cory Sindelar, COO John Durocher (promoted Nov 2025), and Shane Eleniak.
• A Sad Loss: It notes that CCOO J. Matthew Collins passed away on May 7, 2025.

⚖️ The Company's View on Pay Drivers

Calix states that the metrics with the greatest influence on executive pay are not just stock price, but operational goals:

• Bookings (new orders)
• Revenue
• Non-GAAP Gross Margin
• Non-GAAP Operating Income

👉 Why it matters: This tells investors that the board incentivizes executives to grow the core business profitably, not just manage the stock price.

🔮 What's Next

The Annual Meeting is scheduled for May 14, 2026, at 10:45 a.m. Pacific Time. Shareholders are being urged to vote using the methods described in the original proxy. The documents are available on the investor relations website.

🧠 The Analogy

Think of executive pay like a base salary plus a big performance bonus. The "Summary Compensation" is like the salary and the bonus promise. The "Compensation Actually Paid" is like the actual bonus check after it's calculated based on the company's final score (stock price and profits). This filing shows how that final bonus check gets bigger or smaller depending on the score.

📇 Key Contacts & People

• Michael Weening: President & CEO (PEO for 2023-2025)
• Carl Russo: Former CEO (PEO for 2021-2022)
• Cory Sindelar: CFO (Non-PEO NEO)
• John Durocher: COO (Appointed Nov 2025, Non-PEO NEO)
• Shane Eleniak: Non-PEO NEO
• J. Matthew Collins: Former CCOO (deceased May 7, 2025)
• Investor Relations Website: investor-relations.calix.com

🧩 Final Takeaway

This is a mandated transparency report showing that Calix's executive pay is designed to be closely tied to the company's stock performance and operational profits over multiple years. The wild swings in "Compensation Actually Paid" demonstrate exactly that link, for better or worse.