My ADTRAN

ADTRAN

CORPORATE GOVERNANCE









ADTRAN

CORPORATE GOVERNANCE




Board of Directors



Tom Stanton is Chairman and CEO of ADTRAN, Inc., one of the world’s most successful telecommunications companies. He assumed the role of Chief Executive Officer in 2005 and Chairman of the Board in 2007. Prior to joining ADTRAN, he served as an executive for Transcrypt International and held several senior management positions with E. F. Johnson Company. Tom has served on the board of directors for a number of technology companies and is a past chairman of the board for both the Federal Reserve Bank of Atlanta’s Birmingham Branch and the Telecommunications Industry Association (TIA). He currently serves on the board for both the Economic Development Partnership of Alabama (EDPA) and BancorpSouth. Tom holds a Bachelor of Science degree in Computer Engineering from Auburn University.





H. Fenwick Huss serves as Dean of the Willem Kooyker Dean of the Zicklin School of Business at Baruch College in the City University of New York (CUNY) system. He served as the Dean of the J. Mack Robinson College of Business at Georgia State University from 2004 to 2014. Prior to his appointment as Dean, he was Associate Dean from 1998 to 2004 and Director of the School of Accountancy at Georgia State from 1996 to 1998. He has been a member of the School of Accountancy faculty since 1989. In addition, he served on the faculty of the University of Maryland as an assistant professor from 1983 to 1989, and is a visiting professor at the Université Paris 1 Pantheon-Sorbonne. Dr. Huss has been a member of the Board since October 2002.





William L. Marks served as Chairman of the Board and Chief Executive Officer of Whitney Holding Corp., the holding company for Whitney National Bank of New Orleans, from 1990 to his retirement in March 2008. He served in various executive and management capacities with AmSouth Bank, N.A. from 1984 to 1990. He currently serves as a director of CLECO Corporation and CLECO Power, LLC. Mr. Marks has served as a member of the Board since 1993.





Anthony J. (Tony) Melone has 32 years of Telecommunications experience, including operations and engineering positions of increasing responsibility. He served as Executive Vice President of Verizon Communications Inc. since 2010 and served as its Chief Technology Officer from 2010 to 2014 where he was responsible for Verizon Communications’ Global Technology Roadmap. Over his 32 year career with Verizon and its predecessor, Bell Atlantic, he also has served as Vice President of Network Operations and Staff Vice President of Network Planning and Administration. Since 2008, he has served as Chief Technology Officer and Senior Vice President of Rural Cellular Corporation. Mr. Melone received a Bachelor of Science degree in electrical engineering from Villanova University and a Master of Science degree in engineering from the University of Pennsylvania. He joined the board in 2016 and also serves on the board of directors for Crown Castle International Corporation.





Balan Nair is currently Senior Vice President and Chief Technology Officer of Liberty Global, Inc. He served as Chief Technology Officer at AOL, LLC from December 2006 to June 2007. He joined AOL in 2006 as Chief Information Officer and was promoted to Chief Technology Officer in December 2006. Prior to AOL, he served as Chief Information Officer at Qwest Communications where he also served as Chief Technology Officer from 2004 through 2006, Vice President of Network and Technologies between 2000 and 2004, Director of Operations from 1999 through 2000, and Director of Technology Selection and Labs from 1997 through 1999. Prior to 1997, he held Director and Manager positions in Systems Planning, Technology Modeling and Development at Qwest. He currently serves on the Austar United Communications board of Directors. Mr. Nair has been a member of the Board since 2007.





Roy J. Nichols served as Chairman of the Board of Torch Concepts, Inc., from September 2000 to December 2005. He served as Vice Chairman of the Board, President and Chief Technical Officer of Nichols Research Corporation, from 1976 until its merger with Computer Sciences Corporation in November 1999. He has served as a member of the Board for both Applied Genomics, Inc. and the Hudson Alpha Institute of Biotechnology. Mr. Nichols has served as a director since 1994. He currently serves as director emeritus.





Jacqueline (Jackie) Rice is EVP and chief risk and compliance officer for Target and a member of its executive leadership team. She is responsible for the centralized oversight of enterprise risk management, compliance, vendor management and corporate security. She leads a team focused on evolving and enhancing enterprise risk and compliance standards to protect Target and its stakeholders, including guests, team members and vendors. Ms. Rice has more than 19 years of legal and compliance experience. Prior to joining Target in 2014, she served as chief compliance officer and legal counsel for a major global automotive manufacturer where she led a global team of lawyers and compliance professionals to develop programs focused on global compliance. Ms. Rice graduated from the University of Detroit Mercy School of Law, where she was editor-in-chief of the Law Review. She obtained her undergraduate degree from James Madison College at Michigan State University. Ms. Rice joined the board in 2016.





Kathryn Walker has more than 30 years of experience in the communications industry. Since 2009, she has served as a managing director for OpenAir Equity Partners, a venture capital firm focusing on the wireless, communications and mobile Internet sectors. Prior to joining OpenAir, she worked in a variety of roles at various subsidiaries of Sprint Corporation from 1985 to 2009, culminating in the position of Chief Information and Chief Network Officer at Sprint Nextel Corporation. She currently serves on the Board of Directors for SmartHome Ventures, on the Council of Trustees at South Dakota State University and as a member of the Board of Trustees at Missouri University of Science and Technology. Ms. Walker received a Bachelor of Science degree in civil engineering in 1981 from South Dakota State University and a Master of Science degree in engineering management in 1982 from Missouri University of Science and Technology. Mrs. Walker has served as a board member since 2014.









Gregory McCray is an experienced executive with 30 years of business, marketing, sales, engineering, operations, M&A, management and international experience in the communications technology industry. He currently serves as CEO of Access where he is leading the company’s efforts to deliver 1Gbps internet, TV and phone service in several markets across the United States. Prior to this, Mr. McCray served in various other roles including chief executive officer of Aero Communications Inc., which provides installation, services and support to the Communications Industry; chairman and CEO of PipingHot Networks, which brought broadband fixed wireless access equipment to market; senior VP of customer operations at Lucent Technologies where he managed the Customer Technical Operations Group for Europe, Middle East and Africa (EMEA); and a member of the Board of Directors at CenturyLink, Inc., the third largest network operator in America, where he was chairman of the Cyber Security & Risk Committee, member of the Compensation Committee and the Nominating & Corporate Governance Committee. Mr. McCray holds a B.S. in Computer Engineering from Iowa State University, an M.S. in Industrial & Systems Engineering from Purdue University and Executive Business Programs at the University of Illinois, Harvard and INSEAD.








Corporate Governance

The corporate governance hotline is available to report any accounting, auditing or internal controls concerns that you might have, as well as any issues arising under the Company's Code of Business Conduct and Ethics or other matters that you wish to communicate to the Company's Audit Committee or to the Board of Directors. Leave us a message stating your concerns and provide details to enable the Company to investigate your report. You may submit your report anonymously if you choose. If your report is not anonymous, leave your contact information so that we can follow up with you if necessary. All communications are treated as confidential.

You can contact the hotline by one of three methods:

  1. By mailing a written description of the matter to the following post office box: ADTRAN, Inc. Hotline P.O. Box 5765 Huntsville, AL 35814
  2. By sending a written description of the matter to the designated email address: hotline@adtran.com
  3. By calling the following hotline number and leaving a message describing the matter: Local: 256-963-6600 Toll-free: 1-888-723-8726 (1-888-7ADTRAN)



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