DEF 14A

DEF 14A 1 casa-2023_proxy_-_v2.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

CASA SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):




☒	No fee required.

☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 6, 2023

Dear Stockholder:

I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Casa Systems, Inc. (“Casa Systems”) to be held exclusively via the Internet at a virtual live webcast on Thursday, May 18, 2023, at 10:00 a.m. Eastern Time. You can register to attend the Annual Meeting at www.proxydocs.com/CASA.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials and our 2022 Annual Report on Form 10-K. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request paper copies of those documents. All stockholders who do not receive a Notice will receive paper copies of the proxy materials and the 2022 Annual Report on Form 10-K by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, as well as vote your shares electronically and submit questions during the Annual Meeting, by visiting the above-mentioned Internet site.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet at the Annual Meeting or by mailing a proxy card or voting by telephone. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Finally, we would like to take this opportunity to acknowledge and thank Jerry Guo, who retired as our president and CEO on March 17, 2023. Jerry founded Casa Systems 20 years ago and worked tirelessly to build Casa Systems into a world-class global provider of cable, fixed-line broadband and wireless technology solutions. As a true industry giant, he departs with Casa Systems poised to deliver on his vision of a converged, cloud-native future. Although Jerry is stepping away from his daily operational and executive duties, we are pleased to report that he will remain an active member of our Board, and we wish him much success in his next endeavors.

Thank you for being a Casa Systems stockholder. We look forward to your participation at our Annual Meeting.

Sincerely,

Edward Durkin

Chief Financial Officer & Interim Chief Executive Officer

YOUR VOTE IS IMPORTANT 
In order to ensure your representation at the Annual Meeting, whether or not you plan to virtually attend the Annual Meeting, please vote your shares as promptly as possible over the Internet by following the instructions on the Notice or on your proxy card. Your participation will help to ensure the presence of a quorum at the Annual Meeting and save Casa Systems the extra expense associated with additional solicitation. If you hold your shares through a broker, your broker is not permitted to vote on your behalf with respect to any of the proposals except the ratification of the appointment of our independent registered public accounting firm, unless you provide specific instructions to your broker by completing and returning any voting instruction form that your broker provides (or following any instructions that allow you to vote your broker-held shares via telephone or the Internet prior to the Annual Meeting). For your vote to be counted, you will need to communicate your voting decision in accordance with the instructions set forth in the proxy materials. Voting your shares in advance will not prevent you from virtually attending the Annual Meeting, revoking your earlier submitted proxy in accordance with the instructions set forth in the proxy materials, or voting your shares at the virtual Annual Meeting. 

CASA SYSTEMS, INC.

100 Old River Road

Andover, Massachusetts 01810

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that Casa Systems, Inc. will hold our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) exclusively via the Internet at a virtual live webcast on Thursday, May 18, 2023, at 10:00 a.m. Eastern Time. The Annual Meeting can be accessed by visiting www.proxydocs.com/CASA and entering in the control number included in your proxy materials. The purpose of the Annual Meeting will be the following:

To elect three Class III directors to hold office until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal;

To ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

To approve, by a non-binding, advisory vote, the 2022 compensation paid to our named executive officers;

To provide a non-binding, advisory vote on the frequency of future stockholder advisory votes on executive compensation; and

To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).

Our board of directors unanimously recommends that stockholders vote “FOR” Proposals 1, 2 and 3 and vote in favor of a frequency of every “ONE YEAR” for Proposal 4.

Only stockholders of record at the close of business on March 27, 2023 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the proxy statement (the “Proxy Statement”). You are entitled to virtually attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. If you are a stockholder of record, your ownership as of the Record Date will be verified prior to admittance into the Annual Meeting. In order to attend, you must register in advance at www.proxydocs.com/CASA prior to the deadline of May 16, 2023, at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you must also register in advance at www.proxydocs.com/CASA. For instructions on how to vote your shares, please refer to the section titled “Voting” beginning on page 1 of the Proxy Statement or the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to be Held on Thursday, May 18, 2023, for Casa Systems, Inc.

The Proxy Statement, our Annual Report on Form 10-K, instructions to access the Annual Meeting and voting instructions are available at www.proxydocs.com/CASA.

By Order of our Board of Directors,

Edward Durkin

Chief Financial Officer & Interim Chief Executive Officer

Andover, Massachusetts

April 6, 2023

TABLE OF CONTENTS


GENERAL INFORMATION	1
Record Date	1
Quorum	1
Shares Outstanding	1
Voting	1
Virtual Meeting	2
Accessing the List of Registered Stockholders Entitled to Vote at the Annual Meeting	2
Submitting a Question	2
Revoking Your Proxy	2
Votes Required to Adopt Proposals	3
Effect of Abstentions and Broker Non-Votes	3
Voting Instructions	3
Voting Results	3
Additional Solicitation/Costs	3
Householding	4
PROPOSAL ONE—ELECTION OF DIRECTORS	5
Number of Directors; Board Structure	5
Nominees	5
Recommendation of our Board	5
Class III Nominees for Terms Expiring at Our 2026 Annual Meeting	6
Director Continuing in Office Until Our 2023 Annual Meeting	7
Directors Continuing in Office Until Our 2024 Annual Meeting	7
Directors Continuing in Office Until Our 2025 Annual Meeting	7
Executive Officers	9
Board Experience, Skills and Diversity	9
CORPORATE GOVERNANCE	10
Director Independence	10
Board Leadership Structure	10
Code of Business Conduct and Ethics	10
Corporate Governance Guidelines	10
Stock Ownership Guidelines	11
Board Meetings	11
Annual Meeting Attendance	11
Committees	11
Compensation Committee Interlocks and Insider Participation	13
Board Processes	13
Stockholder Communications	14
PROPOSAL TWO—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
Audit Fees	16
Recommendation of our Board	17
Report of the Audit Committee of our Board of Directors	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19
Delinquent Section 16(a) Reports	20
EXECUTIVE COMPENSATION	21
Overview	21
What Guides Our Program	22
2022 Executive Compensation Program Detail	24
Summary of CEO Pay for Fiscal 2022	24
Summary of Other NEO Pay for Fiscal 2022	27
Other Practices, Policies & Guidelines	28
Separation Agreements with Mr. Guo and Ms. Xie	29
Summary Compensation Table	31
Outstanding Equity Awards at Year-End	32
Pay Ratio	34
Pay Versus Performance	34
Employment Agreements	37


Director Compensation	38
Limitation of Liability and Indemnification	39
PROPOSAL THREE—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION	41
Recommendation of our Board	41
PROPOSAL FOUR—NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES	42
Recommendation of our Board	42
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	43
RELATED PERSON TRANSACTIONS	44
Policies and Procedures for Related Person Transactions	44
TRANSACTION OF OTHER BUSINESS	47
ADDITIONAL INFORMATION	47
Procedures for Submitting Stockholder Proposals	47
APPENDIX A: DEFINITIVE PROXY SOLICITATION MATERIALS	48

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD THURSDAY, MAY 18, 2023

GENERAL INFORMATION

Our board of directors, or the Board, solicits

SEC Form DEF 14A filed by Casa Systems Inc.