On July 8, 2022 (the Merger Closing Date), Acorn MergeCo, Inc., a Delaware corporation and wholly-owned direct subsidiary of the ADTRAN Holdings, Inc. (Company) (Merger Sub), merged with and into ADTRAN, with ADTRAN surviving the merger as a wholly-owned direct subsidiary of the Company (the Merger), pursuant to the Business Combination Agreement (the Business Combination Agreement), dated as of August 30, 2021, by and among the Company, ADTRAN, ADVA Optical Networking SE, a company organized and existing under the laws of Germany (ADVA), and Merger Sub. Under the terms of the Business Combination Agreement, upon the consummation of the Exchange Offer (as defined below) ADTRAN will be combining its business with ADVA and ADVA will also become a subsidiary of the Company. On the Merger Closing Date, Michael K. Foliano resigned from his position as director of the Company and H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker were elected to the Board of Directors of the Company (the “Board”) such that the Board is now comprised of these five individuals and Thomas R. Stanton.

The Company anticipates that Brian Protiva, Nikos Theodosopoulos and Johanna Hey will be appointed to the Board upon consummation of the Exchange Offer. The Board has determined that each of H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice, Kathryn A. Walker, Nikos Theodosopoulos and Johanna Hey is an “independent director” under the rules of Nasdaq. Thomas R. Stanton was appointed by the Board as the Chairman of the Board, and the Company anticipates that Brian Protiva will be appointed as Vice Chairman upon his appointment to the Board upon consummation of the Exchange Offer.

Audit Committee: H. Fenwick Huss (Chair), Gregory J. McCray and Jacqueline H. Rice. Nominating and Governance Committee: Jacqueline H. Rice (Chair), H. Fenwick Huss, and Kathryn A. Walker. Compensation Committee: Kathryn Walker (Chair), H. Fenwick Huss, Gregory J. McCray, and Balan Nair.

Environmental, Social and Governance Committee: Kathryn Walker (Chair) and H. Fenwick Huss. Thomas R. Stanton as president, James D. Wilson, Jr. as Chief Revenue Officer. Thomas R. Stanton (Age - 57) was appointed Chief Executive Officer of ADTRAN in September 2005 and named Chairman of the ADTRAN board of directors in 2007.

Mr. Stanton joined ADTRAN in 1995 as Vice President of Marketing for the Carrier Networks, or CN, Division. Since that time, he has held a number of senior management positions within the Company, including Senior Vice President and General Manager of the CN Division. Prior to joining ADTRAN, he served as Vice President of Marketing and Engineering at Transcrypt International and held several senior management positions with E. F. Johnson Company.

Mr. Stanton has served on the board of directors of 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. He currently serves on the board of the Economic Development Partnership of Alabama and the Huntsville Chamber of Commerce and has served on the board of BancorpSouth Bank since October 2015. Mr. Stanton holds a Bachelor of Science degree in Computer Engineering from Auburn University.

Mr. Stanton has been a member of the ADTRAN board of directors since September 2005. Mr. Stanton has extensive knowledge of all facets of ADTRAN and extensive experience in all aspects of its industry. James D. Wilson, Jr. (Age - 52) has served as ADTRAN's Chief Revenue Officer since August 2019.

Mr. Wilson joined ADTRAN in 1998 and previously served as the Senior Vice President of Technology and Strategy, Senior Vice President and General Manager of the Carrier Networks Division, Vice President of Product Marketing, Director of Carrier Networks Product Management, Product Manager and Product Support Engineer. Mr. Wilson holds a Bachelor of Engineering in Electrical Engineering from Vanderbilt University. On the Merger Closing Date, H. Fenwick Huss, Gregory McCray, Balan Nair, Jacqueline H. Rice, Kathryn A. Walker, and Thomas Stanton resigned as Directors of ADTRAN.

On the same date, Michael Foliano, Dana C. Crim, and James Wilson, Jr. were appointed as the members of ADTRAN's Board of Directors. Upon consummation of the Merger, Michael Foliano became President of ADTRAN and Dana C. Crim was appointed the Secretary and Treasurer of ADTRAN.