Velarion · Company Intelligence
Compensation Brief
Fiscal year 2023 · Filings through 2026-10-02

DZS INC. (DZSIQ)

CEO Charles Vogt was paid $636,227 in fiscal year 2023, ↓ down 86.5% from fiscal year 2022, the 1st percentile of its disclosed peer group (SEC filing 0000950170-24-096409 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$636,227 ↓
Charles Vogt total, FY2023
1st
CEO pay percentile vs peers
—
CEO-to-median pay ratio
62.92%
Say-on-pay support, latest vote

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Companies that benchmark against DZSIQ
1 company names DZSIQ as a compensation peer

Each company listed discloses DZSIQ in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named DZSIQ in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2023

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Charles Vogt$600,000$0$0$0$0$0$36,227$636,227
President & CEO
Deok Won396,9790000073,249470,228
Chief Operating Officer, Asia
Justin Ferguson325,0000000033,417358,417
CLO & Corporate Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2023 totalFY2022 totalFY2021 totalΔ FY2022→2023
Charles Vogt$636,227$4,702,529—↓ −4,066,302
Deok Won470,2281,063,909—↓ −593,681
Justin Ferguson358,4171,400,204—↓ −1,041,787

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2023

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Charles VogtPSU200,252—$394,496
Justin FergusonPSU47,564—93,701
Deok WonPSU27,500—54,175
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company's compensation philosophy is intended to create a high-performance, outcome-driven and principled culture by holding leaders accountable for delivering results. The program is designed to be market competitive, emphasize pay for performance, share risks and rewards with stockholders, and reflect the Company's principles and values.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantAon
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20232023-05-3011,549,4156,806,9691,938,10662.92%Passed
20202020-05-2614,682,21753,67013,12399.64%Passed
20172017-10-3010,875,95528,0277,01499.74%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20232023-05-3062.92%a
20202020-05-2699.64%b
20172017-10-3099.74%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2023

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Joon Kyung KimIndependent$72,500$99,995$0$0$0$172,495
David SchoppIndependent · Lead Independent Director65,00099,995000164,995
Barbara CarboneIndependent65,00099,995000164,995
Matt W. BrossIndependent60,00099,995000159,995
Choon Yul YooNot independent35,00099,995000134,995
Min Woo NamNot independent · Board Chair · Departed during FY37,50049,98500087,485
Charles D. VogtEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$35,000
Annual equity retainer$100,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)5,000 / 5,000 / 5,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2023
Cash retainers and fees$335,000
Equity awards (grant-date value)$549,960
All other compensation$0
Total cost of the board$884,960

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2023

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies DZS INC. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including DZS INC..

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Ribbon Communications, Inc.2025Bruce McClelland$750,000$16,370,820$0$225,188$17,457,675
2Extreme Networks Inc.2026Edward Meyercord840,00012,337,22801,050,50414,244,704
3Viavi Solutions2026Oleg Khaykin900,00010,103,34401,295,43712,305,351
4Inseego2025Juho Sarvikas480,7694,578,3116,685,850011,988,776
5Calix, Inc.2025Michael Weening560,00009,227,8291,023,34910,820,080
6NetGear2025Charles Prober767,7408,603,20501,181,73110,555,676
7Adtran Inc.2025Thomas Stanton1,022,6853,763,04102,884,0007,683,726
8Infinera Corp.2023David Heard729,0005,137,5000791,1636,663,648
9Harmonic Inc.2025Nimrod Ben-Natan609,0004,927,5620570,0006,163,092
10Digi International Inc.2025Ronald Konezny583,8463,454,3240949,1795,002,124
11Casa Systems, Inc.2022Jerry Guo733,0483,800,652004,542,850
12Aviat Networks, Inc.2026Peter Smith650,0003,559,2760196,5634,417,472
13NetScout Systems2026Anil Singhal594,8251,346,2560999,9153,206,287
14Lantronix2026Saleel Awsare500,0001,208,4880400,0002,115,193
15KVH Industries2025Brent Bruun538,8100425,840485,1851,461,335
16DZS INC.2023Charles Vogt600,000000636,227

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
DZS INC.not disclosednot disclosednot disclosedAon
Adtran Inc.200%not disclosedNoPay Governance LLC
Aviat Networks, Inc.not disclosedPSU 50 · RSU 50not disclosedCompensia
Calix, Inc.108%Options 100NoCompensia
Casa Systems, Inc.0%PSU 60 · RSU 40NoPearl Meyer & Partners, LLC
Digi International Inc.147%RSU 50 · PSU 50Yes — TSR vs Russell 2000 IndexRadford Consulting (AON)
Extreme Networks Inc.not disclosedPSU 50 · RSU 50Yes — TSR relative to the Russell 2000 IndexCompensia, Inc.
Harmonic Inc.not disclosedRSU 60 · MSU 20 · PSU 20Yes — TSR relative to Nasdaq Telecommunications IndexExequity
Infinera Corp.83.5%PSU 55 · RSU 45NoCompensia
Inseegonot disclosednot disclosednot disclosednot disclosed
KVH Industriesnot disclosedOptions 100not disclosedCompensia
Lantronix80%PSU 50 · RSU 50Yes — Relative TSRCompensation Strategies, Inc.
NetGear128%RSU 50 · PSU 50Yes — Relative TSR RankFrederick W. Cook & Co., Inc.
NetScout Systems174.7%RSU 60 · PSU 40Yes — Relative Total Shareholder Return (rTSR) vs. Russell 2000 Indexnot disclosed
Ribbon Communications, Inc.30%not disclosedYes — Relative TSRFW Cook
Viavi Solutionsnot disclosedMSU 60 · RSU 40not disclosedCompensia, Inc.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

FAQ

Frequently asked questions

Who was the highest-paid executive at DZS INC. in fiscal 2023?
Charles Vogt, President & CEO, was the highest-paid executive at DZS INC. in fiscal 2023 with total compensation of $636,227.
How does DZS INC.'s chief executive pay compare to its disclosed peer group?
The filing shows that Charles Vogt's pay ranked in the 1st percentile of the disclosed peer group.
What is DZS INC.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio is not disclosed in this filing.
How did shareholders vote on DZS INC.'s executive compensation?
As disclosed, shareholders supported the executive compensation proposal with a vote of 62.92%.
How much does DZS INC. spend in total on board compensation for fiscal 2023?
The company reported total board compensation of $884,960 for fiscal 2023.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Charles VogtDEF 14A2024-08-130000950170-24-096409Section “Executive Compensation”. As printed: 636,227. Filing ↗machine: r2 · c32 · span 3070099–3070106
2Section 01, Deok WonDEF 14A2024-08-130000950170-24-096409Section “Executive Compensation”. As printed: 470,228. Filing ↗machine: r6 · c32 · span 3102668–3102675
3Section 01, Justin FergusonDEF 14A2024-08-130000950170-24-096409Section “Executive Compensation”. As printed: 358,417. Filing ↗machine: r4 · c32 · span 3086388–3086395
4Section 08, Joon Kyung KimDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 172,495. Filing ↗machine: span 3358921–3359111
5Section 08, David SchoppDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 164,995. Filing ↗machine: span 3365901–3366091
6Section 08, Barbara CarboneDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 164,995. Filing ↗machine: span 3351882–3352072
7Section 08, Matt W. BrossDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 159,995. Filing ↗machine: span 3344899–3345089
8Section 08, Choon Yul YooDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 134,995. Filing ↗machine: span 3372882–3373072
9Section 08, Min Woo NamDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 87,485. Filing ↗machine: span 3337919–3338108
10Section 08, Charles D. VogtDEF 14A2024-08-130000950170-24-096409Section “Director Compensation”. As printed: 0. Filing ↗
11Section 06, 2023 voteForm 8-K2023-06-010001101680-23-000058Item 5.07 · say-on-pay result. As reported: 62.92% (votes for as printed: 11,549,415). Filing ↗
12Section 06, 2020 voteForm 8-K2020-05-270001564590-20-027027Item 5.07 · say-on-pay result. As reported: 99.64% (votes for as printed: 14,682,217). Filing ↗
13Section 06, 2017 voteForm 8-K2017-10-300001101680-17-000075Item 5.07 · say-on-pay result. As reported: 99.74% (votes for as printed: 10,875,955). Filing ↗
14Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
15Section 09b board cost (computed)Computed——Cash 335,000 + equity 549,960 + all other 0 = 884,960, summed across the director compensation table rows.machine: formula: Σ = 884,960
16Ribbon Communications, Inc., Section 10b CEO totalDEF 14A2026-04-170001104659-26-044643CEO total compensation as printed in Ribbon Communications, Inc.'s own proxy. As printed: 17,457,675. Filing ↗machine: t160 · r1 · c42 · span 1626864–1626874
17Extreme Networks Inc., Section 10b CEO totalDEF 14A2026-09-180001193125-26-395545CEO total compensation as printed in Extreme Networks Inc.'s own proxy. As printed: 14,244,704. Filing ↗machine: r2 · c16 · span 1564669–1564679
18Viavi Solutions, Section 10b CEO totalDEF 14A2026-10-020001628280-26-064524CEO total compensation as printed in Viavi Solutions's own proxy. As printed: 12,305,351. Filing ↗machine: r2 · c21 · span 937082–937092
19Inseego, Section 10b CEO totalDEF 14A2026-04-230001683168-26-003150CEO total compensation as printed in Inseego's own proxy. As printed: 11,988,776. Filing ↗machine: r1 · c25 · span 232920–232930
20Calix, Inc., Section 10b CEO totalDEF 14A2026-03-270001406666-26-000006CEO total compensation as printed in Calix, Inc.'s own proxy. As printed: 10,820,080. Filing ↗machine: r2 · c42 · span 648399–648409
21NetGear, Section 10b CEO totalDEF 14A2026-04-160001193125-26-159312CEO total compensation as printed in NetGear's own proxy. As printed: 10,555,676. Filing ↗machine: span 1491692–1491702
22Adtran Inc., Section 10b CEO totalDEF 14A2026-03-270001193125-26-127315CEO total compensation as printed in Adtran Inc.'s own proxy. As printed: 7,683,726. Filing ↗machine: t94 · r5 · c30 · span 1321525–1321534
23Infinera Corp., Section 10b CEO totalDEF 14A2024-05-170001138639-24-000128CEO total compensation as printed in Infinera Corp.'s own proxy. As printed: 6,663,648. Filing ↗machine: r2 · c42 · span 746411–746420
24Harmonic Inc., Section 10b CEO totalDEF 14A2026-04-240001140361-26-016701CEO total compensation as printed in Harmonic Inc.'s own proxy. As printed: 6,163,092. Filing ↗machine: r3 · c19 · span 1385330–1385340
25Digi International Inc., Section 10b CEO totalDEF 14A2025-12-170001104659-25-122033CEO total compensation as printed in Digi International Inc.'s own proxy. As printed: 5,002,124. Filing ↗machine: r1 · c6 · span 312252–312261
26Casa Systems, Inc., Section 10b CEO totalDEF 14A2023-04-060000950170-23-012028CEO total compensation as printed in Casa Systems, Inc.'s own proxy. As printed: 4,542,850. Filing ↗machine: t34 · r2 · c23 · span 808632–808641
27Aviat Networks, Inc., Section 10b CEO totalDEF 14A2026-10-020001628280-26-064519CEO total compensation as printed in Aviat Networks, Inc.'s own proxy. As printed: 4,417,472. Filing ↗machine: r3 · c24 · span 439883–439892
28NetScout Systems, Section 10b CEO totalDEF 14A2026-07-240001193125-26-316095CEO total compensation as printed in NetScout Systems's own proxy. As printed: 3,206,287. Filing ↗machine: r4 · c25 · span 2186913–2186922
29Lantronix, Section 10b CEO totalDEF 14A2026-09-220001140361-26-037329CEO total compensation as printed in Lantronix's own proxy. As printed: 2,115,193. Filing ↗machine: r2 · c24 · span 621598–621607
30KVH Industries, Section 10b CEO totalDEF 14A2026-04-280001104659-26-050409CEO total compensation as printed in KVH Industries's own proxy. As printed: 1,461,335. Filing ↗machine: r1 · c25 · span 311345–311354
31DZS INC. (subject), Section 10b CEO totalDEF 14A2024-08-130000950170-24-096409CEO total compensation as printed in DZS INC.'s own proxy. As printed: 636,227. Filing ↗machine: r2 · c32 · span 3070099–3070106
32Section 10a, Viavi Solutions reciprocityDEF 14A—0001628280-26-064524Viavi Solutions's most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
33Section 10a, NetGear reciprocityDEF 14A—0001193125-26-159312NetGear's most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
34Section 10a, Calix, Inc. reciprocityDEF 14A—0001406666-26-000006Calix, Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
35Section 10a, NetScout Systems reciprocityDEF 14A—0001193125-25-165434NetScout Systems's most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
36Section 10a, Aviat Networks, Inc. reciprocityDEF 14A—0001628280-26-064519Aviat Networks, Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
37Section 10a, Infinera Corp. reciprocityDEF 14A—0001138639-24-000128Infinera Corp.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
38Section 10a, Ribbon Communications, Inc. reciprocityDEF 14A—0001104659-26-044643Ribbon Communications, Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
39Section 10a, Extreme Networks Inc. reciprocityDEF 14A—0001193125-26-395545Extreme Networks Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
40Section 10a, Casa Systems, Inc. reciprocityDEF 14A—0000950170-23-012028Casa Systems, Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
41Section 10a, Lantronix reciprocityDEF 14A—0001140361-26-037329Lantronix's most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
42Section 10a, Digi International Inc. reciprocityDEF 14A—0001104659-25-122033Digi International Inc. names DZS INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗
43Section 10a, Harmonic Inc. reciprocityDEF 14A—0001140361-26-016701Harmonic Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗
44Section 10a, Adtran Inc. reciprocityDEF 14A—0001193125-26-127315Adtran Inc.'s most recent proxy was read; its disclosed peer group does not include DZS INC.. Filing ↗

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