ADTRAN Holdings, Inc. (Form: 8-K, Received: 03/07/2025 06:01:10)

Date: March 6, 2025

ADTRAN Holdings, Inc.

/s/ Thomas R. Stanton

Thomas R. Stanton

Chief Executive Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2025

ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41446

87-2164282

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

901 Explorer Boulevard

Huntsville, Alabama

35806-2807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (256) 963-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of exchange on

which registered

Common Stock, Par Value $0.01

ADTN

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Timothy Santo as Senior Vice President of Finance, Chief Financial Officer and Principal Accounting Officer

On March 6, 2025, ADTRAN Holdings, Inc. (the “Company”) announced the appointment of Mr. Timothy Santo as Senior Vice President of Finance and Chief Financial Officer of the Company, effective as of Mr. Santo’s employment start date, which is expected to be March 10, 2025. Mr. Santo will also serve as the Company’s Principal Accounting Officer and as the Company’s Treasurer.

Before joining the Company, Mr. Santo, age 48, served at Conn’s, Inc. in a variety of roles, including as Chief Financial Officer (February 2024 to March 7, 2025), Interim Chief Financial Officer (November 2023 to February 2024), and Vice President and Chief Accounting Officer (April 2023 to November 2023). Prior to that, he served as Senior Vice President & Global Controller of PRA Group, Inc. from 2018 to 2023. From 2017 to 2018, Mr. Santo served as a Senior Manager of the Business Advisory Services and Finance Transformation Group at Grant Thornton LLP. Prior to joining Grant Thornton, Mr. Santo spent well over a decade at General Electric and GE Capital in several executive level finance and operational leadership roles. Mr. Santo started his career in audit at PricewaterhouseCoopers LLP. Mr. Santo has a Master of Business Administration from the University of Rochester and a Bachelor of Science in Accounting and is a certified public accountant.

In connection with his appointment, the Company entered into an offer letter with Mr. Santo setting forth the terms of his employment and compensation (the “Offer Letter”). The material terms of the Offer Letter, which were approved by the Compensation Committee and the Board, provide that Mr. Santo will receive an annual base salary of $460,000 and will be eligible to receive (i) an annual performance-based bonus under the Company’s variable incentive cash compensation plan, (ii) beginning in 2025, annual grants of time-based restricted stock units and market-based performance stock units, and (iii) a triennial grant of performance stock units based on the achievement of three-year strategic plan objectives. Mr. Santo will also be entitled to participate in the Company’s employee benefit plans and to receive reimbursement from the Company for certain relocation costs. Furthermore, Mr. Santo will be entitled to indemnification pursuant to the indemnification provisions set forth in the Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws.

There are no family relationships between Mr. Santo and any of the Company’s directors or executive officers. Mr. Santo has no direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, there are no arrangements or understandings between Mr. Santo and any other person pursuant to which he was selected to his roles with the Company.

The foregoing description of the material terms of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Transition of Ulrich Dopfer (Senior Vice President of Finance, Chief Financial Officer and Principal Accounting Officer) to a New Role at the Company

In connection with Mr. Santo’s appointment, on March 6, 2025, the Company and Ulrich Dopfer, Senior Vice President of Finance and Chief Financial Officer of the Company, agreed that Mr. Dopfer will no longer serve as the Company’s Chief Financial Officer, Secretary, Treasurer and principal accounting officer, effective March 10, 2025. Mr. Dopfer is transitioning to the role of Vice President, Finance & Administration Planning with the Company. Also, Mr. Dopfer continues to serve as a management board member of the Company’s majority-owned subsidiary, Adtran Networks SE (“Adtran Networks”), and the compensation terms of Mr. Dopfer’s existing service agreement with Adtran Networks continue to be in effect until the expiration of its current term (December 31, 2025), or its earlier termination or amendment.

Item 7.01

Regulation FD Disclosure

On March 6, 2025, the Company issued a press release announcing Mr. Santo’s appointment as Chief Financial Officer of the Company and Mr. Dopfer’s transition from the role of Chief Financial Officer of the Company to Vice President, Finance & Administration Planning. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01, including Exhibit 99.1 incorporated herein, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.


Exhibit Number		Description

10.1		Offer Letter, dated February 28, 2025, by and between ADTRAN Holdings, Inc. and Timothy Santo

99.1		Press Release, dated March 6, 2025

104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

LOGO

February 28, 2025

Timothy Santo

[Address]

Dear Tim,

We are pleased to extend to you the following offer of employment with Adtran, Inc. as Senior Vice President, Finance and Chief Financial Officer, reporting to Tom Stanton, CEO, located at Adtran’s headquarters in Huntsville, Alabama.

Your compensation will include a bi-weekly paid salary of $17,692 (gross) resulting in an annualized salary of $460,000 (gross).

You will be recommended to participate annually in our performance-based short-term cash incentive program, the “Variable Incentive Cash Compensation Plan” (VICC), with a target incentive compensation of $276,000 and a maximum payout of $552,000. For 2025, your bonus will be pro-rated to your length of employment this year.

Subject to Board of Directors’ approval, you will be eligible for the following equity awards:

•

Time-based award of restricted Adtran common stock units (RSUs*) equal to $184,000 with vesting over a four-year period as well as future participation in the annual RSU grant cycle going forward;

•

Market-based Adtran common stock units (PSUs*) equal to $184,000 with cliff vesting after a three-year period, as well as future participation in the annual PSU grant cycle going forward; and,

•

Performance-based equity participation in the 3-Year Plan program with the next eligibility cycle expected to be in 2026. For reference, the last total grant amount for the CFO was $1,000,000, attainable over a three-year lifespan upon meeting corporate and individual goals, if applicable.

*	The above-mentioned RSU & PSU grants will occur after the next possible market window during which the Adtran Holdings, Inc. Compensation Committee is able to approve a grant.

LOGO

Your work location will be Huntsville, Alabama. You will be expected to move to Huntsville within six months of your hire date, or a later date approved by the CEO. Up until your move to Huntsville, Adtran will pay for your business travel between Huntsville and Virginia Beach.

Adtran will support your relocation by offering the following assistance provided you relocate within six months of your hire, or a later date approved by the CEO:

•

Miscellaneous one-time moving expense allowance: $5,000

•

Home finding trip: Up to 5 nights in hotel with meals against receipts

•

Packing and moving of household goods: Reimbursement for transport of your household goods based on the best of three bids, capped at $20,000. Should the lowest bid be greater than $20,000, we will revisit this point.

•

Shipment of cars: Reimbursement for the shipment of up to two cars based on the best of three bids, capped at $3,000.

•

Storage: Up to 30 days against invoice

•

Sale assistance for your current home: Reimbursement of up to 6% realtor fee and customary closing costs for the sale of your home

•

Purchase assistance for your new home: Reimbursement of normal and customary buyer’s closing costs up to 2% of the loan amount

•

Temporary housing: Rental allowance for up to $2,000 per month for up to 6 months or accommodation in an already leased rental apartment paid by the Company, if available.

All above amounts are gross; reimbursements may be subject to tax.

Should you advise the Company of your resignation of employment within the initial twelve month period of your relocation, or be terminated for reasons of improper conduct, our relocation assistance must be repaid in full. The Company will have your authorization to deduct in full from your final pay check any monies that were provided to you by the Company for relocation.

You are eligible to enroll in the Adtran 401(k) plan upon hire as specified in the Adtran Benefits Guide. In addition, you will receive eligibility for life, health, dental and disability insurance as detailed in the Benefits Guide, as well as flexible, unlimited vacation.

This offer is contingent upon the successful outcome of the following:

•

Background check

•

Credit check

•

Substance Abuse examination

•

Your employment not being encumbered by a “non-compete” or similar agreement

•

Signing of Adtran’s Code of Conduct

•

Independence Clearance from Pricewaterhouse Coopers, LLP and KPMG AG Wirtschaftsprüfungsgesellschaft, Munich

LOGO

Your start date will be March 10, 2025. Adtran is an at-will employer which means that you or the Company may terminate employment, with or without cause, with reasonable notice. If Adtran terminates your employment without cause after you have successfully relocated to Huntsville (as stipulated above, we expect you to move within six months of your hire date, or a later date approved by the CEO), the company will provide you with a severance payment equivalent to twelve months of your base gross salary.

Please note your acceptance by signing this document within three business days of receipt.

Tim, we are very impressed with your background and experience and feel that you will make a significant contribution to Adtran’s continued success. We look forward to welcoming you to the team.

Sincerely,

/s/ Eva Leconte

Eva Leconte

Senior Vice President, Global Human Resources

Timothy Santo /s/ Timothy Santo

Date February 28, 2025

Exhibit 99.1

ADTRAN Holdings, Inc. announces CFO transition

Timothy Santo, CPA, accomplished finance and accounting executive with extensive public company experience, named CFO; Uli Dopfer to transition to new role

Huntsville, Alabama, USA. — March 6, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced a Chief Financial Officer transition. Timothy Santo, CPA, has been named CFO, succeeding Uli Dopfer, who will transition into a new role, effective March 10, 2025. Mr. Santo is an accomplished and experienced finance executive with a proven track record as a strategic leader, recognized for establishing effective financial strategies that align with both short and long-term operational objectives at Adtran.

Mr. Santo brings more than 25 years of corporate finance experience, including more than a decade in executive roles at public companies. He has deep expertise in international finance, accounting and treasury operations. Mr. Santo joined GE Capital in 2003, where he spent thirteen years in various executive level finance and operational leadership roles. More recently, he served as CFO at Conn’s, Inc., Senior Vice President and Global Controller at PRA Group, Inc., and was a Senior Manager of the Business Advisory Services and Finance Transformation Group at Grant Thornton, LLP. Mr. Santo holds a Master of Business Administration from the University of Rochester, William E. Simon Graduate School of Business Administration, and a Bachelor of Science in Accounting and is a Certified Public Accountant.

ADTRAN Holdings’ Chairman and Chief Executive Officer Tom Stanton stated, “As we look ahead, we see a meaningful opportunity to increase our earnings power and enhance shareholder value. Tim’s proven ability to simplify complex capital structures and drive strategic initiatives will be invaluable. With his extensive experience in large, multinational public companies, we are confident in his ability to lead initiatives that drive cash generation and unlock value for our organization.”

With the appointment of Mr. Santo, Mr. Dopfer will continue to serve on the Management Board of Adtran Networks SE, as well as serve as Vice President, Finance & Administration Planning to assist in facilitating a smooth transition.

About Adtran

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the largest shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran, LinkedIn and Twitter.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to expectations regarding ADTRAN Holdings’ strategy and outlook, including future profitability, growth and cash generation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to ADTRAN Holdings’ ability to continue to reduce expenditures and the impact of such reductions on its financial results and financial condition; (ii) risks and uncertainties relating to our ability to comply with the covenants set forth in our credit agreement, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (iii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iv) risks and uncertainties relating to our level of indebtedness; (v) risks and

uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by potential breaches of information systems and cyber-attacks; (vii) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (viii) other risks set forth in ADTRAN Holdings’ filings with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q or other filings with the SEC.

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ADTRAN Holdings, Inc.

www.adtran.com

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Gareth Spence

+44 1904 699 358

public.relations@adtran.com

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+1 256 963 6305

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