ADTRAN HOLDINGS INC (ADTN)
Sector: Information Technology
2026 Annual Meeting Analysis
ADTRAN HOLDINGS INC · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Stanton has served as CEO and director since 2005, giving him full tenure overlap with the underperformance period; ADTN's 3-year price return of -15.6% trails the disclosed compensation peer group median by 35.7 percentage points, well above the 20-point trigger for negative absolute TSR, and the 5-year return of -15.5% trails the peer median by 83.0 percentage points (exceeding the same 20-point threshold), so the 5-year mitigant does not rescue the vote.
Huss has served since 2002, giving him full tenure overlap with the underperformance period; the same 3-year peer underperformance of 35.7 percentage points fires the trigger, and the 5-year gap of 83.0 percentage points means the long-term record does not provide a mitigant.
McCray has served since 2017, giving him substantial tenure overlap with the underperformance period; the 3-year peer gap of 35.7 percentage points triggers a vote against, and the 5-year gap of 83.0 percentage points means the longer track record does not provide relief.
Rice has served since 2016, giving her full tenure overlap; the 3-year peer underperformance of 35.7 percentage points triggers the vote-against threshold, and the 5-year gap of 83.0 percentage points means the longer record does not mitigate the trigger.
Theodosopoulos joined in July 2022 (approximately 3.5 years ago), so he is beyond the 24-month new-director exemption and has meaningful tenure overlap with the underperformance period; the 3-year peer gap of 35.7 percentage points fires the trigger, and the 5-year gap of 83.0 percentage points means the longer record does not mitigate.
Walker has served since 2014, giving her full tenure overlap; the 3-year peer underperformance of 35.7 percentage points triggers the vote-against threshold, and the 5-year gap of 83.0 percentage points means the longer record does not provide a mitigant.
For Analysis
All six nominees are voted AGAINST. ADTN's 3-year price return of -15.6% trails the company-disclosed compensation peer group median by 35.7 percentage points, well above the 20-point trigger that applies when absolute 3-year TSR is negative. The 5-year return of -15.5% trails the peer median by 83.0 percentage points, so the 5-year mitigant check also fails for every nominee. All directors have tenure that meaningfully overlaps the underperformance period; Theodosopoulos, the most recently appointed nominee (July 2022), is beyond the 24-month new-director exemption. The policy requires a vote against all qualifying directors under these circumstances.
Say on Pay
✓ FORCEO
Thomas R. Stanton
Total Comp
$7,683,726
Prior Support
94.7%%
The prior Say on Pay vote received 94.7% support at the 2025 annual meeting, well above the 70% threshold, and the compensation program includes meaningful performance conditions — annual cash bonuses tied to Adjusted EBIT and revenue goals, market-based stock awards tied to relative TSR over three years, and performance-based stock awards tied to a multi-year strategic plan — meaning incentive pay is not simply fixed pay in disguise. While ADTN's 3-year stock return is negative and the CEO received a maximum 200% cash bonus payout ($2.88 million) alongside total compensation of approximately $7.68 million, the bonus was earned against disclosed financial targets (revenue and Adjusted EBIT) that the company demonstrably achieved, with revenue growing 17.5% to $1.08 billion and operating cash flow improving by $26.2 million; the incentive structure has real, measurable performance conditions, which is the key test under this policy. On balance, the pay mix is heavily weighted toward variable compensation, clawback policies meeting Dodd-Frank requirements are in place, and prior shareholder engagement was strong, so a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table excerpt provided does not contain the actual dollar amounts for audit and non-audit fees, so the non-audit fee ratio test cannot be completed; per policy, when fee data is not determinable from the available text, the default vote is FOR. PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a company of ADTN's size, auditor tenure is not disclosed in the provided text (which is a minor negative flag but not a trigger for a No vote under policy), and no material financial restatement attributable to audit failure has been identified.
Overall Assessment
The 2026 ADTRAN Holdings annual meeting presents four proposals; the most significant finding is that all six director nominees are voted AGAINST due to severe and sustained stock underperformance — ADTN's 3-year return of -15.6% trails the company's own disclosed peer group median by 35.7 percentage points (well above the 20-point trigger), and the 5-year data provides no relief. The Say on Pay vote is FOR because the compensation program contains genuine, measurable performance conditions and received 94.7% shareholder support in 2025; auditor ratification is FOR as PricewaterhouseCoopers is an appropriate Big 4 auditor though full fee data was not available in the provided text.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing