DEF 14A of Comtech Telecommunications Corp /De/, Nov 16, 2023

DEF 14A of Comtech Telecommunications Corp /De/

Filed Nov 16, 2023 · FY20230000023197-23-000056

Open on EDGAR

  1. Virtual Webcast Only

    | 6 | Fiscal 2023 Compensation Tables | Executive Compensation | 62 | | | | Non-Qualified Deferred Compensation - Fiscal 2023 | 67 | | | | Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination | 67 | | | | CEO Pay Ratio | 73 | | | | Pay vs. Performance | 74 | | | | Securities Authorized for Issuance Under Equity Compensation Plans | 78 | | 7 | Audit Committee and Other Matters | | | | | | Audit Committee and Other Matters | 79 | | | | Certain Relationships and Related Transactions | 80 | | 8 | Proposals | No. 1 – To Elect Six Directors | 81 | | | | No. 2 – To Approve, on an Advisory Basis, Compensation of Our Named Executive Officers | 82 | | | | No. 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers | 83 | | | | No. 4 – To Ratify the Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal 2024 | 84 | | | | No. 5 – To Approve the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan | 85 |

  2. Directors and Executive Officers

    Directors and Executive Officers

  3. Directors and Executive Officers

    | Name | Principal Occupation | Age | For Term Expiring In | Served As Director Since | | Directors nominated by the Company/Board for election at 2023 Annual Meeting: | | | | | | Ken A. Peterman | Chairman, President and CEO of Comtech | 66 | 2024 | 2022 | | Wendi B. Carpenter | Founder and Principal of Gold Star Strategies LLC | 67 | 2024 | 2022 | | Bruce T. Crawford (1) | Lieutenant General (Retired) | 60 | 2024 | 2023 | | Ellen M. Lord (1) | Former Under Secretary of Defense for Acquisition and Sustainment | 64 | 2024 | 2023 | | Mark R. Quinlan | Co-Founder and Managing Partner of White Hat Capital Partners | 51 | 2024 | 2022 | | Dr. Yacov A. Shamash | Professor of Electrical and Computer Engineering at Stony Brook University | 73 | 2024 | 2016 | | Continuing Directors: | | | | | | Judy Chambers | Managing Principal and a Member of the Board of Meketa Investment Group | 52 | 2024 | 2021 | | Lawrence J. Waldman | Non-Executive Chairman of the Board of CVD Equipment Corporation | 76 | 2024 | 2015 | | Retiring Director (2): | | | | | | Lisa Lesavoy | Owner of Lesavoy Financial Perspectives, Inc. | 69 | - | 2020 | | Executive Officers Other than Mr. Peterman: | | | | | | Michael A. Bondi | Chief Financial Officer | 50 | - | - | | Maria Hedden | Chief Operating Officer | 54 | - | - | | Donald E. Walther | Chief Legal Officer and Corporate Secretary | 55 | - | - | | Nancy M. Stallone | Treasurer | 63 | - | - |

  4. Directors and Executive Officers

    (1)Lieutenant General (Retired) (“LTG (Ret.)”) Bruce T. Crawford and The Honorable Ellen M. Lord were appointed to the Board of Directors effective June 2, 2023. (2)Ms. Lesavoy has notified the Board of her retirement from the Board effective immediately prior to the 2023 Annual Meeting, and the size of the Board will be accordingly reduced to eight (8) directors, effective as of such time. We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business.

  5. Directors and Executive Officers

    | | 2023 Proxy Statement | 17 | | | | |

  6. Directors and Executive Officers

    Comtech's Board Skills and Diversity Matrix for Continuing Directors is shown below as of November 16, 2023:

  7. Directors and Executive Officers

    | Continuing Directors | Judy Chambers | Wendi B. Carpenter | Bruce T. Crawford | Ellen M. Lord | Ken A. Peterman | Mark R. Quinlan | Dr. Yacov A. Shamash | Lawrence J. Waldman | | Knowledge, Skills and Experience | | | | | | | | | | Academia/Education | | • | | | | | • | • | | Accounting and Audit | • | | | | | | | • | | Corporate Governance | • | • | | | • | • | • | • | | Executive Experience | • | • | • | • | • | • | • | • | | Financial | • | | | • | | • | • | • | | HR/Compensation | | • | | • | | • | | • | | Legal/Regulatory | | | | | | | | • | | Mergers and Acquisitions | • | • | | • | • | • | • | • | | Operations | | • | • | • | • | | • | • | | Public Company Board Experience | • | • | • | • | • | • | • | • | | Risk Management | • | • | • | • | • | • | | • | | Strategic Planning/Oversight | • | • | • | • | • | • | • | • | | Technology & Cyber | • | • | • | • | • | • | • | • | | Wireless/Telecomm Industry | | | | | | | | | | •Satellite and Space Communications | | • | • | • | • | • | • | • | | •Terrestrial and Wireless Networks | | | • | | • | • | • | • | | Demographics | | | | | | | | | | Race/Ethnicity | | | | | | | | | | African American | • | | • | | | | | | | Asian/Pacific Islander | | | | | | | | | | White/Caucasian | | • | | • | • | • | • | • | | Hispanic/Latino | | | | | | | | | | Gender | | | | | | | | | | Male | | | • | | • | • | • | • | | Female | • | • | | • | | | | | | Board Tenure | | | | | | | | | | Years | 2 | 1 | — | — | 1 | 1 | 7 | 8 |

  8. Directors and Executive Officers

    Key metrics of our Continuing Directors are as follows:

  9. Directors and Executive Officers

    | | 2023 Proxy Statement | 18 | | | | |

  10. Our Nominees’ Biographies and Director Qualifications

    Our Nominees’ Biographies and Director Qualifications

  11. The Honorable Ellen M. Lord

    The Honorable Ellen M. Lord

  12. The Honorable Ellen M. Lord

    | | Senate Confirmed in August 2017, the Honorable Ellen M. Lord formally served as the Under Secretary of Defense for Acquisition and Sustainment (A&S) through January 2021. In this capacity, she was responsible to the Secretary of Defense for all matters pertaining to acquisition; developmental testing; contract administration; logistics and materiel readiness; installations and environment; operational energy; chemical, biological, and nuclear weapons; the acquisition workforce; and the defense industrial base. |

  13. The Honorable Ellen M. Lord

    Prior to this appointment, from October 2012 to June 2017, Ms. Lord served as the President and Chief Executive Officer of Textron Systems Corporation, a subsidiary of Textron Inc. In this role, she led a multi-billion dollar business with a broad range of products and services supporting defense, homeland security, aerospace, infrastructure protection, and customers around the world. Ms. Lord has more than 30 years of experience in the defense industry, serving in a variety of capacities, to include Senior Vice President and General Manager of Textron Defense Systems, now Weapon & Sensor Systems; and Senior Vice President and General Manager of AAI Corporation, now known as Textron Systems’ Electronic Systems, Support Solutions, and Unmanned Systems businesses. Earlier in her career, Ms. Lord served as Vice President of Integration Management for Textron Systems and Vice President of Intelligent Battlefield Systems for Textron Defense Systems, in addition to other business and operations positions.

  14. The Honorable Ellen M. Lord

    | | 2023 Proxy Statement | 22 | | | | |

  15. The Honorable Ellen M. Lord

    Ms. Lord is a former Vice Chairman of the National Defense Industrial Association, as well as a former Director of the U.S. – India Business Council. She has served on the industry steering committee for the Center for New American Security’s (CNAS) task force on “Strategy, Technology and the Global Defense Industry,” as well as CNAS’s DoD-Industry collaborative project “Future Foundry: Forging New Industries for Defense,” which was formed to examine key technological trends and challenges facing the global defense industry. Ms. Lord has also served on the Board of Trustees of the U.S. Naval Institute Foundation. Ms. Lord also serves on the boards of AAR Corp and Parsons Corporation. Ms. Lord earned a Master of Science degree in chemistry from the University of New Hampshire, as well as a Bachelor of Arts degree in chemistry from Connecticut College. Director Qualifications With her extensive background, experience and leading roles in the defense industry, Ms. Lord brings in-depth knowledge and expertise to our Board which is instrumental to our strategies to build and support our government business. She meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards and currently is a member of the following Committees of the Board of Directors: •Audit Committee; •Compensation Committee; and •Technology, Innovation & Cyber Committee

  16. Mark R. Quinlan

    Mark R. Quinlan

  17. Mark R. Quinlan

    | | Mr. Quinlan is a senior investment professional with more than 20 years of experience in the technology sector. | | | In 2016, Mr. Quinlan co-founded White Hat Capital Partners, a private investment firm focused on building sustainable value in technology companies serving mission-critical applications. White Hat makes concentrated, value-oriented investments in publicly- traded companies. White Hat constructively partners with its portfolio companies to improve strategy and capital allocation decisions, implement operational efficiencies, and |

  18. Mark R. Quinlan

    strengthen governance, all with a view to improving corporate competitiveness and creating shareholder value. Prior to founding White Hat, Mr. Quinlan was Managing Director and Co-Head of the Global Technology Investment Banking Group at Stifel. In addition, he served as a Member of the firm’s Investment Banking Management Committee as well as the Fairness Committee. Mr. Quinlan joined Stifel in 2010 through its merger with Thomas Weisel Partners. Mr. Quinlan joined Thomas Weisel Partners in 2000 from Merrill Lynch and was promoted to Partner in 2006. He joined Merrill Lynch in 1996 following two years with Brown Brothers Harriman & Co. During his investment banking career, Mr. Quinlan advised numerous corporate boards on a broad range of strategic and corporate finance decisions. He maintains extensive senior executive relationships across the technology, investment management and financial services sectors. Mr. Quinlan received an A.B. in Economics and a Certificate in Political Economy from Princeton University in 1994.

  19. Mark R. Quinlan

    | | 2023 Proxy Statement | 23 | | | | |

  20. Mark R. Quinlan

    Mr. Quinlan brings strategic and corporate finance expertise as well as experience working with technology companies to build shareholder value to our Board of Directors. He meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors: •Compensation Committee (Chairperson) During fiscal 2023, Mr. Quinlan also served as a member of the Strategic Committee. Mr. Quinlan was appointed to the Board in January 2022 in connection with the Subscription Agreement entered into by and among the Company, White Hat and Magnetar, as described in the “Strategic Growth Investment” section beginning on page 13 of this Proxy Statement.

  21. Dr. Yacov A. Shamash

    Dr. Yacov A. Shamash

  22. Dr. Yacov A. Shamash

    | | Dr. Yacov A. Shamash has been a director of Comtech since October 2016. He has been a professor of Electrical and Computer Engineering at Stony Brook University since 1992 where he is the founder of two New York State Centers of Excellence entrusted with hundreds of millions of dollars in government and industry funding, one in Wireless and Information Technology and another in Advanced Energy Research and Technology. Each center is at the forefront of research and development for critical services in its respective fields, such as cyber security of the electrical grid. |

  23. Dr. Yacov A. Shamash

    Dr. Shamash previously supervised incubators for multiple technology companies at Stony Brook University and served as the Vice President for Economic Development, the Dean of Engineering and Applied Sciences and the Dean of the Harriman School for Management and Policy. Prior to joining Stony Brook University, Dr. Shamash developed and directed the National Science Foundation Industry/University Cooperative Research Center for the Design of Analog/Digital Integrated Circuits (with 12 member companies including The Boeing Company, Motorola Solutions and HP Inc.) and served as Chairman of the Electrical and Computer Engineering Department at Washington State University. He is a member of the Board of Directors of KeyTronic Corporation and Applied DNA Sciences, Inc. He served as a member of the Board of Directors for the New York State Office of Science, Technology and Academic Research (NYSTAR) until its merger with the New York Empire State Development Corporation. He has served on the boards of three public companies until their strategic sales. He was a co-Founder of the Long Island Software & Technology Network and the Long Island Angel Network. Dr. Shamash holds a Ph.D. degree in Electrical Engineering from Imperial College of Science and Technology in London, England. Director Qualifications With an extensive background in the development of emerging wireless and information technologies, Dr. Shamash brings to our Board an expansive view of those rapidly evolving areas and the potential commercial opportunities for Comtech in that space, which is instrumental to our strategies to both our terrestrial and wireless and satellite and space communications businesses. Dr. Shamash meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors: •Audit Committee; •Nominating and Governance Committee; and During fiscal 2023, Dr. Shamash also served as Chairperson of the Science and Technology Committee.

  24. Dr. Yacov A. Shamash

    | | 2023 Proxy Statement | 24 | | | | |

  25. Continuing Directors’ Biographies and Director Qualifications

    Continuing Directors’ Biographies and Director Qualifications

  26. Judy Chambers

    Judy Chambers

  27. Judy Chambers

    | | Ms. Chambers has been a director of Comtech since August 2021. She serves as a Managing Principal and a member of the Board of Meketa Investment Group, which provides global investment advisory and discretionary outsourced chief investment officer consultant services with more than 200 clients and assets under advisement of approximately $1.9 trillion. Ms. Chambers works with some of the largest institutional investors in the United States including public pension plans, corporations, endowments, foundations, and insurance companies. |

  28. Judy Chambers

    Ms. Chambers focuses on the private equity and infrastructure asset classes and evaluates investment managers that invest in the technology, telecommunications, financial services, infrastructure services and energy sectors. She has authored research on the developing global infrastructure sector. In addition, she has expertise in developing special investment vehicles and diverse and emerging manager programs within private markets for institutional investors. At Meketa, she is a member of the Private Markets Research, Emerging and Diverse Manager, Diversity Leadership and Marketing Committees. In addition, she serves on the limited partner advisory committee for several private equity and venture capital funds. Previously, Ms. Chambers served as Managing Director and Board Member of Pension Consulting Alliance from 2007 to 2019, prior to its combination with Meketa Investment Group Ms. Chambers has also held senior roles with Caswell Capital Partners, a merchant bank that served small and middle market sized companies and at Lehman Brothers where she originated and executed transactions in high yield bonds, leveraged loans and bridge financings related to mergers and acquisitions, leveraged buyouts and recapitalizations. Ms. Chambers’ completed transactions span various industries including natural resources, media, financial institutions, industrial and consumer services. Ms. Chambers is dedicated to serving the needs of the poor and is committed to providing educational opportunities to underserved communities. As a result, she served as a member of the Board of Trustees for Community Service Society of New York, an organization that is an advocate for the poor in New York City. Currently, as the chair of the Advisory Board of the Robert Toigo Foundation, Ms. Chambers assists the organization to change the face of finance by providing opportunities to underrepresented talented students. In addition, Ms. Chambers is on the Advisory Board of the Jazz Foundation of America. Ms. Chambers holds a Bachelor of Arts from Duke University and a Master of Business Administration from the Kellogg School of Management at Northwestern University. Director Qualifications With her extensive experience in corporate finance and in the investment advisory services industry, Ms. Chambers brings to our Board expertise in dealing with regulatory and public authorities in infrastructure projects that are relevant for 911 related development, structuring acquisitions, addressing institutional investor concerns, focusing on diversity and making financial decisions. She meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors: •Nominating and Governance Committee (Chairperson); and •Audit Committee

  29. Judy Chambers

    | | 2023 Proxy Statement | 25 | | | | |

  30. Lawrence J. Waldman (Lead Independent Director)

    Lawrence J. Waldman (Lead Independent Director)

  31. Lawrence J. Waldman (Lead Independent Director)

    | | Mr. Waldman has been a director of Comtech since August 2015 and Lead Independent Director since December 2021. Since his time serving as Audit Committee Chairperson, he has successfully overseen the complex accounting associated with the Company's acquisitions. He currently serves as the non-executive Chairman of the Board Chairman of the Audit Committee of CVD Equipment Corporation, a technology company listed on Nasdaq that provides custom equipment to commercial, defense and research customers. Mr. Waldman is a member of the board of directors and Lead Independent Director and Audit Committee Chairperson at APYX Medical, a Nasdaq-listed advanced |

  32. Lawrence J. Waldman (Lead Independent Director)

    energy medical technology company. Mr. Waldman has served as Senior Advisor at First Long Island Investors, LLC since 2016 and was previously an Advisor to the accounting firm of EisnerAmper LLP following his role as Partner-in-Charge of Commercial Audit Practice Development for Long Island. Mr. Waldman served as the Managing Partner of the Long Island office of KPMG LLP from 1994 through 2006, the accounting firm where he began his career in 1972. During his tenure at KPMG, Mr. Waldman served as audit partner to a number of public and privately held technology and defense companies including, Audiovox Corporation, a pioneer in wireless cellular technology and Aeroflex, a manufacturer of test equipment, RF microwave integrated circuits, components and systems used for wireless communications. Mr. Waldman is currently Chairman of the Board of Directors of the Long Island Association and a member of the boards of directors of the Long Island Angel Network and the Advanced Energy Research Center at Stony Brook University. Through October 21, 2018, Mr. Waldman was a member of the board of directors of Northstar/RXR Metro Income, Inc., an SEC registered non-traded real estate investment trust. Mr. Waldman has extensive experience serving multi-billion-dollar organizations, which includes serving as the Chairman of the Audit Committee of the State University of New York's Board of Trustees, the largest state university system in the United States. Mr. Waldman previously served as Chairman of the Audit and Finance Committee Board of Trustees of the Long Island Power Authority, the second largest government utility in the United States, and as the Chairman of the Board of that organization. Mr. Waldman also served as an adjunct professor at Hofstra University, teaching graduate courses in advanced accounting theory and advanced auditing. Mr. Waldman is a certified public accountant in New York State. He is a member of the American Institute of Certified Public Accountants and the New York State Society of CPAs. Mr. Waldman holds a Bachelor of Science and a Master of Business Administration from Hofstra University in Hempstead, New York. Director Qualifications Mr. Waldman has significant experience leading public company boards and as a valued business advisor to both technology and defense companies. His extensive relevant industry and financial and accounting expertise and experience with complex accounting as a member of a variety of public company and civic boards allows him to bring both a pertinent and diverse perspective to our Board. Mr. Waldman meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards and currently is a member of the following Committees of the Board of Directors: •Audit Committee (Chairperson); and •Compensation Committee During fiscal 2023, Mr. Waldman also served as a member of the Strategic Committee. Mr. Waldman is the only financial expert, as defined by SEC rules, on the Company's Audit Committee.

  33. Lawrence J. Waldman (Lead Independent Director)

    | | 2023 Proxy Statement | 26 | | | | |

  34. Michael A. Bondi

    Michael A. Bondi

  35. Michael A. Bondi

    | | Mr. Bondi has been Chief Financial Officer of Comtech since October 2018 overseeing Comtech's accounting and finance, taxation, treasury and risk management, mergers and acquisitions, investor relations, SEC reporting and internal control functions. Prior to that, he served as Vice President, Controller of Comtech since January 2004. Prior to joining Comtech, Mr. Bondi served as Assistant Controller at EDO Corporation, which designed and manufactured products for defense, intelligence and commercial markets and provided engineering and professional services. |

  36. Michael A. Bondi

    Prior to Comtech and EDO, Mr. Bondi worked at the accounting firm, KPMG LLP, from September 1993 to September 2002. As a Senior Manager at KPMG, Mr. Bondi served a variety of public and private companies primarily in the technology and defense markets. Mr. Bondi is a certified public accountant in New York State and holds a Bachelor of Business Administration in Accounting from Hofstra University.

  37. Maria Hedden

    Maria Hedden

  38. Maria Hedden

    | | Ms. Hedden joined Comtech as Chief Operating Officer in March 2022. Prior to joining Comtech, she served as Senior Vice President of Operational Transformation for Leidos, a defense, aviation and research company, where she was responsible for establishing manufacturing excellence for a multi-billion dollar product portfolio beginning in May 2021. She also served as Senior Vice President, Security Detection and Automation Operation at Leidos from May 2020 to May 2021. Prior to Leidos, Ms. Hedden held several roles at L3Harris Technologies, an aerospace and defense company, including |

  39. Maria Hedden

    most recently as Vice President GM Security and Detection Systems from July 2019 to May 2020 and President, Combat Propulsion Systems, from May 2017 to July 2019. Ms. Hedden has over 20 years of executive P&L management experience working with some of the largest names in defense and mission-critical communications, including BAE Systems and L3Harris. Ms. Hedden received a Master of Science in Manufacturing Systems from the University of Minnesota and a Bachelor of Science in Industrial Engineering from Pennsylvania State University.

  40. Donald E. Walther

    Donald E. Walther

  41. Donald E. Walther

    | | Mr. Walther was appointed the Chief Legal Officer at Comtech in January 2023. Mr. Walther is responsible for driving enterprise-wide legal strategy, contract administration and global trade functions. Prior to his current role, Mr. Walther supported the rapid scaling of founder-owned and PE-owned businesses in ground autonomy and RF components as Chief Legal Officer of Robotic Research, a global technology company, beginning in 2022 and prior to that position as General Counsel at Spectrum Control, an aerospace and defense company, starting in 2020. He also served as General Counsel |

  42. Donald E. Walther

    and Corporate Secretary for TopBuild Corp. (NYSE: BLD), a leading installer and specialty distributor of insulation and related building material products, from 2019 to 2020, General Counsel for Esterline Technologies Corp. (NYSE: ESL), an aerospace and defense company, from 2018 to 2019, General Counsel and Corporate Secretary for The Heico Companies, LLC, an aerospace and electronics company, from 2011 to 2018 and was a founding partner in the Chicago office of Perkins Coie, an AmLaw50 law firm, before joining his largest client - The Boeing Company - as in-house counsel and Assistant Corporate Secretary. Mr. Walther is a member of the National Association of Corporate Directors and Society for Corporate Governance. He earned a Bachelor of Arts from Duke University and a JD and MBA from the University of Chicago.

  43. Donald E. Walther

    | | 2023 Proxy Statement | 27 | | | | |

  44. Nancy M. Stallone

    Nancy M. Stallone

  45. Nancy M. Stallone

    | | Ms. Stallone has been Treasurer at Comtech since April 2021. Prior to that she was Vice President of Finance at Comtech from 2006 to 2016 and Corporate Secretary through October 2023. Prior to joining Comtech, Ms. Stallone served in key leadership financial positions including Vice President, Internal Audit at Atkins Nutritionals, Inc., a diet program provider, and Chief Financial Officer of North America for Techpack America, Inc., a division of Albéa Group, a global packaging manufacturer and wholesaler. Previously, Ms. Stallone was Senior Manager at the accounting firm, Deloitte & Touche |

  46. Nancy M. Stallone

    LLP, where she served a number of public and private companies. Ms. Stallone is a certified public accountant in New York State and holds a Bachelor of Science in Accounting from Long Island University and an Executive MBA from St. Joseph's University, where she previously served as an adjunct professor in accounting.

  47. Director Compensation

    Director Compensation The following table provides information regarding the compensation of our outside directors for fiscal 2023. Neither Mr. Peterman nor Mr. Porcelain received any additional compensation in fiscal 2023 for their services as directors and, accordingly, they have each been excluded from the table. Please see the “Summary Compensation Table – Fiscal 2023” for the compensation received by Messrs. Peterman and Porcelain with respect to fiscal 2023. For fiscal year 2023, the Board approved an increase in non-employee director compensation in consultation with our independent third-party compensation consultant as set forth below:

  48. Director Compensation

    | Table of Director Compensation for Fiscal 2023 | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (3)(4) | All Other Compensation | Total | | Wendi B. Carpenter | $80,000 | $130,000 | $— | $210,000 | | Judy Chambers | 80,000 | 130,000 | — | 210,000 | | Bruce T. Crawford (1) | 7,726 | 20,657 | — | 28,383 | | Lisa Lesavoy (2) | 65,000 | 130,000 | — | 195,000 | | Ellen M. Lord (1) | 7,726 | 20,657 | — | 28,383 | | Mark Quinlan | 80,000 | 130,000 | — | 210,000 | | Dr. Yacov Shamash | 85,000 | 130,000 | — | 215,000 | | Lawrence J. Waldman | 127,500 | 130,000 | — | 257,500 |

  49. Director Compensation

    (1)LTG (Ret.) Bruce T. Crawford and The Honorable Ms. Lord were appointed to the Board effective June 2, 2023. (2)Ms. Lesavoy notified the Board of her intention to retire from the Board, effective immediately preceding the Fiscal 2023 Annual Meeting. (3)These amounts represent the aggregate grant date fair value of restricted stock or restricted stock units granted on August 12, 2022 (i.e., shortly after the end of fiscal 2022) to each of the then-serving members of the Board in respect of their services on the Board, which was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Assumptions used in the calculation of these amounts are discussed in Note 10 to our consolidated audited financial statements for the fiscal year ended July 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on October 12, 2023. At that date, each of our directors received 10,718 restricted stock units, each with a grant date fair value of $12.13. On June 15, 2023, LTG (Ret.) Crawford and Ms. Lord were granted 2,332 restricted stock units, each with a grant value of $8.86. (4)At July 31, 2023, Dr. Shamash and Mr. Waldman each held 9,000 outstanding stock options. At July 31, 2023, Mr. Quinlan and Ms. Carpenter each held 13,122 unvested restricted stock units; Ms. Lesavoy held 6,885 unvested restricted stock units; Ms. Chambers held 14,320 unvested restricted stock units; LTG (Ret.) Crawford and Ms. Lord each held 2,332 unvested restricted stock units; and Dr. Shamash and Mr. Waldman each held 10,718 unvested restricted stock units. At July 31, 2023, Dr. Shamash and Mr. Waldman each held 9,619 unvested shares of restricted stock; and Ms. Lesavoy held 14,299 unvested shares of restricted stock. Each director received cash for services based on their applicable annual retainer and fees for committees on which they served as outlined in the table below, pro-rated in the case of LTG (Ret.) Crawford and Ms. Lord to reflect their partial year of service. Annual cash retainers are paid in quarterly installments. Directors may elect to receive fully-vested stock units in lieu of cash retainer amounts. For fiscal 2023, all directors elected to receive cash. No meeting fees are paid. Directors are reimbursed reasonable expenses for attending meetings. In addition, during fiscal 2023, each non-employee director received a grant of restricted stock units with a grant date fair value of $130,000, pro-rated for partial years of service.

  50. Director Compensation

    | | 2023 Proxy Statement | 42 | | | | |

  51. Director Compensation

    For fiscal 2023, cash fees for service as a non-employee director were as set forth in the table below. The annual equity retainer and cash fees approved by the Board with respect to fiscal 2023 represented, in some cases with respect to cash fees, an increase as compared to the fiscal 2022 director compensation program, which increases were approved in order to further align with the competitive market following consultation with our independent third party compensation consultant.

  52. Director Compensation

    | | $ | Wendi B. Carpenter | Judy Chambers | Bruce T. Crawford | Lisa Lesavoy | Ellen M. Lord | Mark R. Quinlan | Dr. Yacov A. Shamash | Lawrence J. Waldman | | Director’s Annual Retainer | 60,000 | ü | ü | ü | ü | ü | ü | ü | ü | | Lead Independent Director Retainer | 32,500 | | | | | | | | ü | | Committee Chair Fees | | | | | | | | | | | Audit Committee | 25,000 | | | | | | | | ü | | Compensation Committee | 15,000 | | | | | | ü | | | | Nominating and Governance Committee | 10,000 | | ü | | | | | | | | Science and Technology Committee | 10,000 | | | | | | | ü | | | Strategic Committee | 10,000 | ü | | | | | | | | | Committee Member Fees | | | | | | | | | | | Audit Committee | 10,000 | | ü | | | | | ü | | | Compensation Committee | 5,000 | ü | | | ü | | | | ü | | Nominating and Governance Committee | 5,000 | ü | | | | | | ü | | | Strategic Committee | 5,000 | | | | | | ü | | ü |

  53. Director Compensation

    Restricted stock units and restricted stock granted to non-employee directors prior to August 2022 have a vesting period of five years, subject to accelerated vesting upon the death of the director or a change-in-control of the Company. Commencing in August 2022, restricted stock units and restricted stock granted to non-employee directors have a vesting period of one year to coincide with the director’s term in office and to better align with market practices. Following vesting, restricted stock units are convertible into shares of Common Stock on a one-for-one basis, generally at the time of termination of service as a director, or earlier in certain circumstances. Stock options granted to non-employee directors in fiscal 2020 have a vesting period of five years, with 20% of the options subject to the award vesting on each of the first five anniversaries of the grant date, subject to accelerated vesting upon the death of the director or a change-in-control of the Company.

  54. Director Compensation

    | | 2023 Proxy Statement | 43 | | | | |

  55. COMPENSATION DISCUSSION & ANALYSIS

    | What We Heard | What We Did | | Consistent with historic feedback, our largest stockholders were generally supportive of our overall executive compensation program and its focus on alignment of pay and performance. | As part of our commitment to good corporate governance and to support the continued alignment that our program continues to be aligned with stockholder interests and best practices, the Compensation Committee worked closely with our independent compensation consultant to conduct a competitive review of our program, including our severance arrangements. We validated that our new CEO’s arrangement is competitive with organizations with whom we compete for executive talent and aligned with market practice. Please see the “Employment Agreements, Severance and Change-In-Control Practices” section later in this CD&A for more information. | | No stockholders expressed specific concerns about our severance payments to former executive officers. Understandably, however, there was interest about our approach to structuring severance arrangements during a time of unprecedented change in leadership. | Getting our leadership structure right was the Board’s key focus in early 2023. Based on the specific facts and circumstances of the transitioning executives, our stockholders understood that the severance payments made to the former executives were one-time in nature and were necessary to effectuate a smooth leadership transition and minimize business disruptions during a time of significant organizational transformation. |

  56. COMPENSATION DISCUSSION & ANALYSIS

    | | Base salary: | $750,000 | | | Target annual incentive award opportunity: | $750,000 (100% of base salary) | | | Target annual long-term equity incentive award opportunity: | $1,250,000 •$750,000 awarded using long-term performance shares (“LTPS”) which vest based on the achievement of Company Adjusted EBITDA and revenue goals, as well as relative Total Stockholder Return (“rTSR”) as compared to the S&P 600 Index •$500,000 awarded using restricted stock units (“RSUs”), which vest in equal installments over three years subject to Mr. Peterman’s continued employment |

  57. COMPENSATION DISCUSSION & ANALYSIS

    | Grant Type | Award Provisions | | Equity | 200,000 performance-based restricted stock units (“PSUs”), which vest subject to the achievement of certain volume weighted average price (“VWAP”) targets (the “VWAP PSUs”). The VWAP PSUs will be eligible to vest on or before the third anniversary of the grant date in four tranches of 50,000 shares if the Company’s 60-day VWAP reaches the following stock price thresholds: $30, $40, $50, and $60. The closing stock price on September 12, 2022, the date of Mr. Peterman’s VWAP PSU grant, was $11.76. | | Cash | $1,000,000 to be used to purchase shares of the Company’s Common Stock in open market transactions. If Mr. Peterman’s employment with the Company is terminated by the Company for Cause or by Mr. Peterman without Good Reason, in each case, before the one-year anniversary of his hire date, Mr. Peterman would immediately be required to repay 100% of the after-tax sign-on bonus to the Company. |

  58. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY FISCAL 2023 COMPENSATION HIGHLIGHTS Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. The Compensation Committee made the following executive compensation decisions for fiscal 2023: Base salaries. Approved base salary increases for Mr. Bondi, Ms. Hedden and Ms. Stallone of between 5% and 10%, in order to improve alignment with market pay levels. The initial base salaries for Messrs. Peterman and Walther were established when each joined the Company based on a review of market pay levels. None of the other NEOs received base salary adjustments in fiscal 2023 (see ‘‘Base Salary’’ in this CD&A for details). Annual incentives. In light of the extensive changes to our business strategy and leadership team as described above, the Compensation Committee took a holistic view of the Company’s financial, operational and strategic performance results in determining final award payouts. While financial metrics were initially considered at the start of fiscal 2023, the Compensation Committee ultimately concluded that it was not appropriate or realistic to measure overall performance against those metrics because (i) such metrics were formulated prior to the extensive changes to our business strategy and leadership team, and (ii) such metrics did not reflect the subsequent overhaul and restructuring activities related to the Company’s revised business plan and long-term strategy implemented during fiscal 2023. As such, the Compensation Committee approved annual incentive payouts ranging between 134% - 175% of target to each of the NEOs (see “Annual Incentive Plan Awards” in this CD&A for details). For fiscal 2024, the Compensation Committee intends to return to its formulaic approach to determining annual incentive award payouts. The CEO’s annual incentive award opportunity will be based 100% on the achievement of financial goals, while each of the other NEOs’ annual incentive award opportunity will be based on a combination of financial and personal goals weighted at 75% and 25%, respectively, as follows.

  59. EXECUTIVE SUMMARY

    | | Fiscal 2024: CEO Incentive Award Payout Formula | | | | Annual Incentive Target Opportunity ($)x | Financial Performance Payout (%) | = | Annual Incentive Award Payout ($) |

  60. EXECUTIVE SUMMARY

    | | Fiscal 2024: Other NEOs Incentive Award Payout Formula | | | | | | | | Annual Incentive Target Opportunity ($)x | Financial Performance Payout (%)x | 75% | + | Personal Performance Payout (%)x | 25% | = | Annual Incentive Award Payout ($) |

  61. EXECUTIVE SUMMARY

    Long-term incentives. To continue to strengthen alignment with stockholders, the long-term equity incentive awards were granted to the new CEO and new Chief Legal Officer using a mix of 60% in LTPS and 40% in RSUs. The equity incentive awards for all other NEOs were comprised of 50% LTPS and 50% RSUs. The Compensation Committee also approved the addition of rTSR as a performance metric applicable to the LTPS.

  62. EXECUTIVE SUMMARY

    | What We Do | | What We Don’t Do | | | | Place a significant emphasis on performance-based, variable compensation | | We do not allow repricing of underwater stock options without stockholder approval | | | Maintain robust stock ownership guidelines | | We do not have excessive perquisites | | | Annual say-on-pay vote | | We do not allow hedging or short sales or pledging of our securities | | | Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan | | We do not pay dividends or dividend equivalents on unearned performance-based awards | | | Maintain a recoupment (“clawback”) policy | | We do not have tax gross ups | | | Use an independent, external compensation consultant | | We do not maintain employment agreements, except for with the CEO |

  63. WHAT GUIDES OUR PROGRAM

    THE DECISION-MAKING PROCESS The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee comprises independent, non-employee members of the Board. The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee. The Compensation Committee’s responsibilities are specified in its charter, as further described in the “Board of Directors and Corporate Governance—Committees of the Board of Directors” section of this Proxy Statement. In making decisions regarding our executive officer compensation, Compensation Committee members also draw upon their general knowledge and understanding of what executive officers of other companies are earning, particularly in our industry, using data derived from publicly available information such as other public company SEC filings, published reports on executive compensation and, in the past, the Company’s participation in benchmark studies. The Role of Management. Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Compensation Committee members are allowed to vote on decisions regarding NEO compensation. The Chairman and CEO reviewed his recommendations pertaining to other executives' pay with the Compensation Committee. The Chairman and CEO did not participate in the deliberations of the Compensation Committee or Board regarding his own compensation. Independent members of the Board make all final determinations regarding the compensation of the Chairman and CEO. The Role of the Independent Compensation Consultant. During fiscal 2023, the Compensation Committee engaged an independent compensation consultant to provide expertise on competitive pay practices, and program design. Pursuant to authority granted to it under its charter, the Compensation Committee retained Pearl Meyer & Partners, LLC ("Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Compensation Committee. Pearl Meyer did not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and determined that the services rendered by Pearl Meyer did not raise any conflicts of interest. The Role of the Peer Group. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal 2023 compensation levels, the Compensation Committee, with the support of Pearl Meyer, conducted an in-depth peer group analysis to determine a formal group of peer companies. We believe this peer group reflects our labor market for executive talent and uses a balanced combination of direct and broader industry peers. The peer group is intended to reflect companies of a similar size, scope of operations, complexity, and footprint as Comtech. For 2023, the Compensation Committee approved a peer group of comparably-sized communications and satellite companies that served as the primary basis for our market-based compensation studies. It will be reviewed annually for continued appropriateness.

  64. WHAT GUIDES OUR PROGRAM

    As such, the Compensation Committee considered publicly-available data from industry compensation surveys and proxy statements from the group of 15 peer companies listed below. Data was collected from US-based, publicly-traded, communications equipment/telecommunication services companies with revenues and market capitalization generally between 0.4x and 2.5x that of Comtech. Based on the above criteria, the fiscal 2023 compensation peer group was comprised of the following companies, as approved by our Compensation Committee:

  65. WHAT GUIDES OUR PROGRAM

    | Fiscal 2023 Compensation Peer Group | | | | ADTRAN, Inc. | Casa Systems, Inc. | Harmonic Inc. | | ATN International, Inc. | Digi International Inc. | Infinera Corporation | | Aviat Networks | Ducommun Incorporated | NETGEAR, Inc. | | CalAmp Corp. | DZS Inc. | Ribbon Communications Inc. | | Cambium Networks Corporation | Extreme Networks, Inc. | TESSCO Technologies Incorporated |

  66. WHAT GUIDES OUR PROGRAM

    As part of its analysis, the Compensation Committee also evaluated the appropriateness of each NEO’s compensation based on factors such as Company and business unit performance, job scope, individual performance, time in position, and alignment with comparable positions at companies in the peer group. While the Compensation Committee believes setting target total direct compensation around the market median is appropriate, target total direct compensation levels can range from below to above-market based on factors such as experience and performance of the individual and the Company or applicable business unit over time. To the extent the Compensation Committee deems that the compensation level associated with a NEO’s position versus the market (one measure of which is the peer group) is not aligned with the relevant factors, the Compensation Committee may choose to modify one or more of the NEO’s compensation components. With input from its independent compensation consultant, the Compensation Committee intends to annually review the compensation peer group to evaluate whether it continues to meet the Company’s objectives, and may modify it in the future, as appropriate.

  67. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    *Messrs. Peterman and Walther were not NEOs in fiscal 2022. ANNUAL INCENTIVE PLAN AWARDS Annual incentive awards are designed to reward individuals for Company and personal performance. Each NEO is assigned an annual incentive target established based upon their size and scope of responsibility, ability to impact overall results, internal equity and relevant market data. Actual awards may range from zero to 200% of target, depending on performance results, and the Compensation Committee retains discretion to further adjust the award upward or downward based on its assessment of Company and/or individual performance. Total payouts shall not exceed 200% of each NEO’s stated target award opportunity. Fiscal 2023 Results and Award Payouts. Historically, the Compensation Committee determined financial metrics and/or personal goals at the beginning of the year, and failure to achieve the threshold performance levels for any of the metrics or goals resulted in no payout being delivered for that component, whether it be financial or personal. In fiscal 2023, however, the CEO transition prompted an extensive reevaluation of the business landscape as well as the roles and responsibilities of the management team. Upon careful examination, it became apparent to the Compensation Committee that the original financial plan and metrics, established largely before the extensive changes to our business strategy and leadership team, and prior to the rollout of the “One Comtech” vision and lean initiatives and restructuring activities, were not fully aligned with the Company’s new strategic direction and priorities. The initial fiscal 2023 financial metrics considered pre-tax profit, as defined, of $5,000,000, Adjusted EBITDA (a Non-GAAP measure defined under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Fiscal 2023 and 2022 - Adjusted EBITDA” in our Fiscal 2023 Annual Report on Form 10-K, filed with the SEC on October 12, 2023) of $50,000,000, and free cash flows, as defined, of $10,000,000. Our actual fiscal 2023 pre-tax profit and free cash flows did not meet the threshold requirements for payouts to each of our NEOs; however, our Adjusted EBITDA achievement was at 107.0% of the targeted amount which would have resulted in 175.1% payout for that specific metric.

  68. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    For fiscal 2024, the Compensation Committee intends to return to its formulaic approach to determining annual incentive award payouts. The CEO’s annual incentive award opportunity will be based 100% on the achievement of pre-established financial goals which historically consisted of equally weighted metrics of pre-tax profit, adjusted EBITDA and free cash flow. Each of the other NEOs’ annual incentive award opportunity will be based on a combination of financial and personal goals weighted at 75% and 25%, respectively. LONG-TERM EQUITY INCENTIVE AWARDS Equity compensation directly aligns the interests of the NEOs with those of our stockholders. The Compensation Committee considers a mix of equity vehicles as follows:

  69. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    | Award Type | Design At-a-Glance | | LTPS | LTPS are designed to align executive pay with achievement of financial metrics that are viewed as most impactful to stockholders. Performance is measured against both relative and absolute metrics to provide a comprehensive and balanced evaluation of our long-term business performance. NEOs can earn between 0% and 200% of their target award opportunity. If the performance goals are achieved and the executive remains employed by the Company, LTPS vest at the end of the three-year performance period. | | RSUs | RSUs granted to NEOs in fiscal 2023 vest in equal installments each year on the first three anniversaries of the grant date. |

  70. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    To continue to strengthen alignment with stockholders, the long-term equity incentive awards were granted to the new CEO and new Chief Legal Officer using a mix of 60% LTPS and 40% RSUs. The equity incentive awards for all other NEOs were comprised of 50% LTPS and 50% RSUs. In consultation with our executive compensation consultant and in furtherance of enhancing our compensation strategies to be more in line with market, the Compensation Committee also approved the addition of rTSR as a performance metric for the LTPS awards. Fiscal 2023 Annual Grants. For fiscal 2023, the NEOs received long-term incentive awards as follows (excluding any one-time grants or awards):

  71. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    | Name | Value of RSUs ($) | Target Value of LTPS ($) | Estimated Fair Value of Awards (1) ($) | | Ken A. Peterman(2) | $500,000 | $750,000 | $1,250,000 | | Michael A. Bondi | $176,210 | $176,210 | $352,420 | | Maria Hedden | $135,188 | $135,188 | $270,376 | | Donald E. Walther(3) | $159,125 | $237,500 | $396,625 | | Nancy Stallone | $48,400 | $48,400 | $96,800 |

  72. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    (1)For each of the then-serving NEOs, amounts were determined based on the closing price of our Common Stock on the date of grant on August 12, 2022, which was $12.13. Mr. Peterman’s award was granted on September 12, 2022, with a grant date fair value per share of $11.76. Mr. Walther’s award was granted on April 28, 2023, with a grant date fair value per share of $10.35. (2)Mr. Peterman also received a one-time sign-on grant on September 12, 2022 of 200,000 VWAP PSUs with a grant date fair value of $588,500 which is not included in the table above. This amount was determined based on an average grant date fair value per share of $2.94. This award will vest on the third anniversary of the grant date based upon the achievement of certain stock price targets for the Company’s Common Stock. For details on the market conditions of this award, please see “Onboarding Mr. Peterman to the Executive Team: CEO Pay At-A-Glance” in this CD&A. (3)Mr. Walther also received a one-time, new hire grant of RSUs with a grant date fair value of $300,000, which is not included in the table above. This amount was determined based on the closing price of our Common Stock on the date of the grant on April 28, 2023, with a grant date fair value per share of $10.35. This award will vest 100% on the third anniversary of the grant, subject to Mr. Walther’s continued employment through the vesting date.

  73. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    | Performance Level | Performance Metrics & Objectives | | | LTPS Shares Earned | | | Revenue | Adjusted EBITDA | rTSR (Percentile Achievement) | | | Threshold | 70% of Target | | 25th Percentile | 50% | | Target | 100% of Target | | 50th Percentile | 100% | | Maximum | 200% of Target | | 75th Percentile | 200% |

  74. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    If performance for the three-year performance period is achieved at a level between the threshold and the target or between the target and the maximum, the payout level is determined through straight-line interpolation. As part of our commitment to good corporate governance and to support the continued alignment of our compensation programs with stockholder interests and best practices, for fiscal 2024, we adjusted the threshold performance level from 70% of target to 85% of target and adjusted the maximum performance level from 200% of target to 115% of target.

  75. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    Shares owned outright as well as unvested RSUs and performance shares will be considered as ownership under the guidelines; however, unexercised stock options will not be considered to constitute ownership of shares for purposes of the share ownership guidelines. As of July 31, 2023, all of our continuing NEOs and our non-employee directors held equity positions that met their full applicable guidelines or were within the five-year phase-in period. RECOUPMENT ("CLAWBACK”) POLICY Our Annual Incentive Plan award payouts and equity awards made to all of our NEOs are subject to a recoupment policy (often referred to as a "clawback” policy). Pursuant to the recoupment policy, under certain circumstances, including if the NEO were to engage in certain activities that would be grounds for termination for cause, if the employee competed with us or if the employee engaged in other specified activities detrimental to us (i) the NEO would be required to forfeit a specified portion of the annual non-equity incentive award, and (ii) the NEO would forfeit all equity awards (whether or not vested) and would be required to repay the Company the full value (if any) of such awards that the NEO received. The foregoing is in addition to the requirement under the Sarbanes-Oxley Act of 2002 of the CEO and CFO to reimburse certain equity-based incentive compensation in the event of certain accounting restatements as well as the requirements applicable to all of our NEOs under our clawback policy described below.

  76. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    Health, life and disability benefits are offered to NEOs in the same manner available to all of our U.S. employees. Certain NEOs are also eligible to be reimbursed for additional life insurance. Perquisites are provided at modest levels to certain NEOs, primarily in the form of an automobile allowance. These perquisites are intended to recognize senior employee status. Additional information is set forth in the "All Other Compensation” column of the "Fiscal 2023 Summary Compensation Table.” EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL PRACTICES Employment Agreements. The Company does not enter into employment agreements with its NEOs, other than with respect to the President and Chief Executive Officer role. The Company entered into an employment agreement with Mr. Peterman on September 12, 2022, which agreement expires on August 9, 2025 (subject to automatic annual renewals) (the “CEO Employment Agreement”). The CEO Employment Agreement provides for the initial base salary, annual target bonus opportunity and equity awards, as described above. In addition, the CEO Employment Agreement provides for the payment of severance in the event of certain qualifying terminations of employment, as described in further detail under “Severance and Change-in-Control Practices” and detailed further under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below. Severance and Change-in-Control Practices. During fiscal 2023, we worked closely with our independent compensation consultant to conduct a competitive review of our executive compensation program, which included a comprehensive review of our severance and change-in-control practices, which have been evolving along with our business strategy transformation and leadership transitions. We are committed to putting forth a program that aligns with our shareholders’ preferences, market practices and is competitive with organizations with whom we compete for executive talent. In fiscal 2023, each of our NEOs was subject to the company-wide severance plan, which provides for up to 26 weeks of the employee's annual salary, based on years of service. In addition, our NEOs have varying severance and change-in-control arrangements the provisions of which vary based on their roles in the Company. CEO Arrangement. As confirmed by our independent compensation consultant, Mr. Peterman’s severance and change-in-control arrangement aligns with prevailing market practices. Below is a summary of the material elements of Mr. Peterman’s provisions upon termination without cause or a resignation by Mr. Peterman for good reason which are included in his employment agreement:

  77. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    | Element | Termination without Cause or for Good Reason not in Connection with a Change-in-Control | Termination without Cause or for Good Reason in Connection with a Change-in-Control | | Cash Severance | | | | Formula | 1x Base | 2x (Base + Target Bonus) | | Other | Unpaid prior year bonus, if any; Pro-Rated Current Year Bonus | Unpaid prior year bonus, if any; Pro-Rated Current Year Bonus | | Other Benefits/Provisions | | | | Excise Tax Gross-Up | n/a | Payments curtailed if cutback results in a better after-tax benefit | | COBRA Premium Reimbursement | 12 mos. maximum | 24 mos. maximum | | Restrictive Covenants | | | | Non-Compete | 24 mos. | 24 mos. | | Non-Solicit | 24 mos. | 24 mos. |

  78. FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    As described above, Mr. Peterman’s severance entitlement is governed under the terms of the CEO Employment Agreement (which severance terms are described under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below). NEO Arrangements. Mr. Bondi and Ms. Stallone have change-in-control agreements, the terms of which vary based on their roles within the Company. These agreements are described further in the section entitled “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination.” Porcelain Separation Agreement. As disclosed in the Company’s 2022 Proxy Statement, filed with the SEC on November 18, 2022, the Company entered into a separation agreement with Mr. Porcelain in connection with his mutually agreed separation from the Company. Pursuant to the separation agreement, the parties agreed that Mr. Porcelain would receive certain severance payments and benefits consistent with the severance payable under Mr. Porcelain’s employment agreement for a termination without cause, if he executed and did not revoke a release of claims in favor of the Company. The details of Mr. Porcelain’s separation payments are quantified in the “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination.” Equity Incentive Awards. Treatment of each NEO’s long-term equity incentive awards is also set forth in the applicable award agreements, and described in greater detail under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below.

  79. Executive Compensation

    | Summary Compensation Table - Fiscal 2023 | | | | | | | | | | Name and Principal Position (1) | Fiscal Year | Salary ($) | Bonus (2) ($) | Option Awards ($) | Stock Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Ken A. Peterman | 2023 | 692,308 | 1,000,000 | — | 3,307,270 | — | 19,258 | 5,018,836 | | President and | | | | | | | | | | Chief Executive Officer | | | | | | | | | | Michael A. Bondi | 2023 | 386,636 | — | — | 1,005,769 | — | 20,356 | 1,412,761 | | Chief Financial Officer | 2022 | 351,488 | — | — | 431,357 | 64,076 | 17,923 | 864,844 | | | 2021 | 341,250 | — | — | 301,908 | 339,261 | 17,547 | 999,966 | | Maria Hedden | 2023 | 509,250 | — | — | 771,626 | — | 18,775 | 1,299,651 | | Chief Operating Officer | 2022 | 149,231 | — | — | 488,900 | 47,096 | 5,969 | 691,196 | | Donald E. Walther | 2023 | 155,289 | 305,683 | — | 581,642 | — | 5,115 | 1,047,729 | | Chief Legal Officer and | | | | | | | | | | Corporate Secretary | | | | | | | | | | Nancy M. Stallone | 2023 | 366,412 | — | — | 236,889 | — | 21,289 | 624,590 | | Treasurer | 2022 | 333,102 | — | — | 88,044 | 17,610 | 19,542 | 458,298 | | | 2021 | 302,820 | — | — | 80,030 | 93,911 | 18,155 | 494,916 | | Michael D. Porcelain | 2023 | 126,000 | — | — | — | — | 3,660,190 | 3,786,190 | | Former President and | 2022 | 659,795 | 924,380 | — | 1,795,656 | — | 26,634 | 3,406,465 | | Chief Executive Officer | 2021 | 525,000 | — | — | 787,530 | 924,380 | 24,417 | 2,261,327 |

  80. Executive Compensation

    | | Table of Grants of Plan-Based Awards - Fiscal 2023 | | | | | | | | | | | | (1) Estimated Future Payouts Under Fiscal 2023 Non-Equity Incentive Plan Awards | | | (2) Estimated Future Payouts Under Fiscal 2023 Equity Incentive Plan Awards | | | (3) All other Stock Awards: | (4) Grant Date | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock or Units (#) | Value of Stock Awards ($) | | Ken A. | | 525,000 | 750,000 | 1,312,500 | - | - | - | - | - | | Peterman | 9/12/2022 | - | - | - | 31,888 | 63,776 | 127,552 | - | 906,257 | | | 9/12/2022 | - | - | - | 50,000 | 100,000 | 200,000 | - | 588,500 | | | 9/12/2022 | - | - | - | - | - | - | 42,518 | 500,012 | | | 7/27/2023 | - | - | - | - | - | - | 131,119 | 1,312,501 | | Michael A. | | 246,694 | 352,419 | 616,734 | - | - | - | - | - | | Bondi | 8/12/2022 | - | - | - | 7,264 | 14,527 | 29,054 | - | 212,821 | | | 8/12/2022 | - | - | - | - | - | - | 14,527 | 176,213 | | | 7/27/2023 | - | - | - | - | - | - | 61,612 | 616,736 | | Maria | | 189,263 | 270,375 | 473,156 | - | - | - | - | - | | Hedden | 8/12/2022 | - | - | - | 5,573 | 11,145 | 22,290 | - | 163,274 | | | 8/12/2022 | - | - | - | - | - | - | 11,145 | 135,189 | | | 7/27/2023 | - | - | - | - | - | - | 47,269 | 473,163 | | Donald E. | | 54,658 | 78,082 | 136,644 | - | - | - | - | - | | Walther | 4/28/2023 | - | - | - | 3,773 | 7,545 | 15,090 | - | 94,313 | | | 4/28/2023 | - | - | - | - | - | - | 28,986 | 300,005 | | | 4/28/2023 | - | - | - | - | - | - | 5,055 | 52,319 | | | 7/27/2023 | - | - | - | - | - | - | 13,487 | 135,005 | | Nancy M. | | 67,760 | 96,800 | 169,400 | - | - | - | - | - | | Stallone | 8/12/2022 | - | - | - | 1,996 | 3,991 | 7,982 | - | 58,468 | | | 8/12/2022 | - | - | - | - | - | - | 3,991 | 48,411 | | | 7/27/2023 | - | - | - | - | - | - | 12,988 | 130,010 |

  81. Executive Compensation

    | Outstanding Equity Awards at Fiscal Year End – Fiscal 2023 | | | | | | | | | | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares of Stock or Other Rights That Have Not Vested (#) (1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Stock or Other Rights That Have Not Vested ($) (1) | | Ken A. | 9/12/2022 | - | - | - | - | - | - | 63,776 | 647,964 | | Peterman | 9/12/2022 | - | - | - | - | - | - | 50,000 | 508,000 | | | 9/12/2022 | - | - | - | - | 42,518 | 431,983 | - | - | | | 5/5/2022 | - | - | - | - | 1,980 | 20,117 | - | - | | Michael A. | 8/12/2022 | - | - | - | - | 14,527 | 147,594 | 14,527 | 147,594 | | Bondi | 8/10/2021 | - | - | - | - | 4,781 | 48,575 | 5,976 | 60,716 | | | 8/4/2020 | - | - | - | - | 5,430 | 55,169 | 9,050 | 91,948 | | | 5/28/2020 | 3,240 | 2,160 | 17.88 | 5/28/2030 | - | - | - | - | | | 8/9/2019 | - | - | - | - | 2,164 | 21,986 | - | - | | | 10/4/2018 | - | - | - | - | 430 | 4,369 | - | - | | | 8/8/2018 | - | - | - | - | 404 | 4,105 | - | - | | | 8/4/2015 | 10,550 | - | 28.35 | 8/4/2025 | - | - | - | - | | | 6/4/2014 | 10,550 | - | 31.44 | 6/4/2024 | - | - | - | - | | Maria | 8/12/2022 | - | - | - | - | 11,145 | 113,233 | 11,145 | 113,233 | | Hedden | 3/31/2022 | - | - | - | - | 2,267 | 23,033 | 2,833 | 28,783 | | | 3/31/2022 | - | - | - | - | 25,494 | 259,019 | - | - | | Donald E. | 4/28/2023 | - | - | - | - | 28,986 | 294,498 | 7,545 | 76,657 | | Walther | 4/28/2023 | - | - | - | - | 5,055 | 51,359 | - | - | | Nancy M. | 8/12/2022 | - | - | - | - | 3,991 | 40,549 | 3,991 | 40,549 | | Stallone | 8/10/2021 | - | - | - | - | 1,314 | 13,350 | 1,642 | 16,683 | | | 8/4/2020 | - | - | - | - | 1,440 | 14,630 | 2,399 | 24,374 | | | 8/9/2019 | - | - | - | - | 1,004 | 10,201 | - | - | | | 8/8/2018 | - | - | - | - | 404 | 4,105 | - | - | | | 8/4/2015 | 4,220 | - | 28.35 | 8/4/2025 | - | - | - | - | | | 6/4/2014 | 2,110 | - | 31.44 | 6/4/2024 | - | - | - | - |

  82. Executive Compensation

    | Table of Options Exercised and Stock Vested - Fiscal 2023 | | | | | | Name of Executive Officer | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (2) (3) | Value Realized on Vesting ($) (4) | | Ken A. Peterman | - | - | 131,614 | 1,317,817 | | Michael A. Bondi | - | - | 72,847 | 737,914 | | Maria Hedden | - | - | 47,835 | 480,226 | | Donald E. Walther | - | - | 13,487 | 135,005 | | Nancy M. Stallone | - | - | 16,349 | 167,214 | | Michael D. Porcelain | - | - | 180,931 | 1,985,699 |

  83. Non-Qualified Deferred Compensation - Fiscal 2023

    Non-Qualified Deferred Compensation - Fiscal 2023 The following table sets forth information with respect to amounts earned by the NEO, including earnings, in prior years, and for which delivery of the underlying shares is deferred until the earlier of (i) separation of service (within the meaning of Code Section 409A), (ii) a change of control of the Company, or (iii) death or disability, or, in the case of share units granted in payment of fiscal 2022 and fiscal 2023 annual incentives, deferred for one year. All of these share deferrals are settled by issuance and delivery of shares of our Common Stock.

  84. Non-Qualified Deferred Compensation - Fiscal 2023

    | Name of Executive Officer | NEO Contributions In Last Fiscal Year | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings (Loss) in Fiscal 2023 ($) (2) | Aggregate Withdrawals/ Distributions ($) (3) | Aggregate Balance at July 31, 2023 ($) (4) | | Ken A. Peterman | - | 1,312,501 | - | - | 1,312,501 | | Michael A. Bondi | - | 616,736 | (24,978) | (150,022) | 616,736 | | Maria Hedden | - | 473,163 | (5,625) | (41,471) | 473,163 | | Donald E. Walther | - | 135,005 | - | - | 135,005 | | Nancy M. Stallone | - | - | (2,240) | (15,369) | - | | Michael D. Porcelain | - | - | (63,199) | (948,039) | - |

  85. Non-Qualified Deferred Compensation - Fiscal 2023

    (1)These amounts represent the dollar value of share units issued in respect of fiscal 2023 performance. Shares of Common Stock underlying these fully vested share units will be delivered to the NEOs following the one-year anniversary of the date the fully vested share units were granted. These amounts are reported in the “Stock Awards” column of the "Summary Compensation Table – Fiscal 2023." (2)The aggregate earnings (loss) in fiscal 2023 reflect changes in the market value of the Company’s Common Stock during fiscal 2023, increased by accrued dividend equivalents, which equaled the cash dividends per share paid to our stockholders in fiscal 2023 for each deferred share unit credited to the participant as of the dividend payment date. (3)Represents the dollar value of shares of Common Stock delivered to NEOs, including dividend equivalents, upon the settlement of the share units issued in respect of the respective NEO's fiscal 2022 non-equity incentive compensation payments. (4)In accordance with SEC rules, the grant-date value of the share-denominated compensation that was originally deferred was previously reported in the "Summary Compensation Table" for the applicable fiscal year.

  86. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination In this section, we describe our commitments, in effect at the end of fiscal 2023, under agreements and plans to provide payments in connection with a change-in-control and in connection with terminations of employment, in each case, occurring on July 31, 2023. All of our NEOs serving as of July 31, 2023, except Ms. Hedden, Mr. Walther and Mr. Peterman, were parties to change-in-control agreements reflecting the terms and conditions, as described below. Mr. Peterman’s severance benefits are reflected in his CEO Employment Agreement, as he is not a party to a separate change-in-control agreement.

  87. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | | 2023 Proxy Statement | 67 | | | | |

  88. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    The CEO Employment Agreement provides that in the event of Mr. Peterman’s termination of employment by us without “cause” (other than due to death or disability) or by Mr. Peterman for “good reason” (in each case, as defined in the CEO Employment Agreement), then Mr. Peterman will be entitled to receive, in addition to accrued benefits: (i) any unpaid annual bonus in respect of the fiscal year prior to the year in which the termination occurs, payable at the same time such annual bonuses are paid to other senior executives; (ii) subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, a pro-rated portion of Mr. Peterman’s annual bonus for the year in which the termination occurred, pro-rated based on the number of days during the fiscal year in which Mr. Peterman was employed by us, payable at the same time annual bonuses are payable to other senior executives; (iii) an amount equal to one times Mr. Peterman’s base salary as of his termination date, payable in lump sum on the 60th day following the termination date; and (iv) if Mr. Peterman timely elects COBRA coverage, reimbursement for the monthly premium paid by Mr. Peterman for himself and his dependents until the first anniversary of his termination (the “Benefits Reimbursement Date”) (or, if earlier, the date he ceases to be eligible for COBRA or becomes eligible for substantially similar coverage from another employer). If such termination occurs during the period that begins 90 days prior to the effective time of a “change in control” (as defined in the CEO Employment Agreement) and ends on the 12 month anniversary of the change in control, then Mr. Peterman’s severance under clause (iii) of the previous sentence will be increased to an amount equal to two times the sum of (A) an amount equal to Mr. Peterman’s base salary as of his termination date, and (B) Mr. Peterman’s target bonus for the year in which his termination date occurs, and his benefits continuation will be for 24 months. Payment of any severance benefits is subject to Mr. Peterman’s execution and non-revocation of a release of claims. Our change-in-control agreements contain “double-trigger” clauses. In other words, before any individual NEO who is party to a change-in-control agreement could receive any change-in-control payments, two events must occur: (i) a "change-in-control" (as defined in the 2000 Stock Incentive Plan) and (ii) the NEO is terminated by the Company without “cause” or circumstances arise constituting “good reason” (as those terms are defined in the agreement), in each case, within two years of a change-in-control. Good reason includes the assignment of any duties inconsistent in any material adverse respect with the individual NEO’s original position, authorities or responsibilities; a material reduction in compensation (as defined in the agreement); or the relocation of employment to a location more than 50 miles from the location of the individual NEO’s principal place of employment prior to the change-in-control. We believe that providing this improved job security is important in order to retain executives through the disruption of a change-in-control and thereafter. In addition, these provisions are intended to be fair and competitive to aid in attracting and retaining experienced executives. Upon a change-in-control and qualifying termination on July 31, 2023, our NEOs with change-in-control agreements would have received payments and other benefits pursuant to each of their change-in-control agreements based on the “tier” to which the NEO is assigned which was based on an assessment of market competitiveness. These payments and benefits are summarized below:

  89. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | Title | Tier | Summary of Change-in-Control Amounts Payable | | CFO | 1 | •A lump sum in cash, equal to three times the sum of annual base salary in effect and an amount equal to target non- equity incentive opportunity for the fiscal year in which termination of employment occurs. •Health insurance continuation for a three-year period. Standard severance in accordance with Company guidelines. •Certain other benefits, shown in the table below, would also be payable. | | Treasurer | 2 | •Similar to Tier 1, except the multiplier is up to 2.5 times (based on length of service), and stock options and other equity awards shall be governed by the terms of the applicable plans and award agreements. |

  90. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | | 2023 Proxy Statement | 68 | | | | |

  91. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    In addition to what is summarized in the above table, such change-in-control agreements also provided for the following: •With respect to each participating NEO’s annual incentive award for the fiscal year in progress at the date of their qualifying termination (as that term is defined) and their annual incentive award for any previously completed year for which a final annual incentive award has not yet been determined, awards will vest as follows: (i)any award based on pre-set performance goals based on the actual achievement of the performance goals through the earlier of the end of the performance period or the date of the qualifying termination, with no proration for the portion of each applicable performance period during which the NEO was employed and without negative discretion; and (ii)any discretionary award as of the date of termination based on a level consistent with the level of annual incentives (as a percentage of base salary) of other executives of comparable rank whose annual incentives are based on pre-set performance goals, but in an amount not less than the pro rata amount of the participating NEO’s target award opportunity for the year of termination and without negative discretion. •For NEOs with a Tier 1 change-in-control agreement, for a period prior to and up to two (2) years following the 24-month protected period after the change-in-control, termination of his employment by us not for cause or by such NEO for "modified good reason" (as defined in the agreement) would entitle him to receive a cash payment equal to two (2) times the sum of his base salary and an amount equal to the target non-equity incentive award opportunity for the fiscal year in which the termination occurs. •For participating NEOs’ with a Tier 2 change-in-control agreement, for a period of up to one (1) year following the 24-month protected period after the change-in-control, termination of the participating NEO’s employment by us not for cause or by the participating NEO for "modified good reason" (as defined in the applicable agreement) would entitle the NEO to receive a payment equal to one and a half (1.5) times the sum of their base salary and an amount equal to the target non-equity incentive award opportunity for the fiscal year in which the termination occurs. •For NEOs with a change-in-control agreement, stock-based awards granted under the 2000 Stock Incentive Plan will not become immediately vested and exercisable (and restrictions on such awards will not lapse) unless an additional “double-trigger” event occurs in connection with the change-in-control, which could include a decision by the acquirer not to assume or replace awards in existence prior to the change-in-control which would provide equivalent rights and benefits to the NEO. Our change-in-control agreements and the CEO Employment Agreement do not provide for a tax “gross-up” if change-in-control payments were to trigger “golden parachute” excise taxes. In the event that the amounts payable to the individual NEO in connection with a change-in-control are subject to the golden parachute excise tax, the payment to be made to the individual NEO may be reduced if the reduction would provide the individual NEO with a greater net after-tax amount than would be the case if no such reduction took place. If the excise tax is triggered, however, it will be payable by the NEO without reimbursement by the Company. Under the change-in-control agreements for our participating NEOs, each individual NEO would be eligible in connection with a qualifying termination, subject to compliance with certain post-employment restrictions, for company-provided health-care benefits. In addition, each agreement prohibits an participating NEO from competing (as defined) with us for a period of one-year after a change-in-control. NEOs are required to execute and not revoke a release of claims in order to receive payments and benefits under the change-in-control agreements. The initial term of the change-in-control agreements is two years, with automatic successive two-year renewals for the Tier 1 agreement, and automatic successive one-year renewals for Tier 2 agreements.

  92. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | | 2023 Proxy Statement | 69 | | | | |

  93. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    Tier 1 change-in-control agreements provide for severance payments and benefits (including accelerated vesting of outstanding equity awards) in the event employment is terminated by us without cause or terminated by such NEO for "modified good reason" (as defined in the agreement) outside a change-in-control. The agreement provides that, in the event that such NEO's employment is terminated by us without cause or terminated by such NEO for "good reason" or "modified good reason," the "performance awards" (as defined in the agreement) will vest at the maximum level of performance. Our NEOs, other than Mr. Peterman, also participate in our company-wide severance plan which provides U.S. employees, who are terminated by us without cause, with severance payments approximating three weeks of salary for less than five years of service, four weeks of salary for five or more years of service but less than 15 years of service, and five weeks of salary for 15 or more years of service, plus, an amount equivalent to accumulated but unvested restricted sick time. Under no circumstance shall the total payment related to our company-wide severance plan exceed more than the value of 26 weeks of the employee's annual salary. Severance payments under the company-wide plan do not include annual incentives such as cash bonuses, non-equity incentive awards or equity-based awards, and the plan does not provide outplacement services or subsidized medical coverage. Our LTPS granted in fiscal 2021, 2022 and 2023 (other than in the case of Mr. Peterman’s VWAP PSUs) provide for accelerated vesting upon death or disability, without proration, with the performance deemed to be the greater of (x) target achievement and (y) actual achievement of the performance goals from the beginning of the full three-year performance period through the end of the fiscal quarter in which death or disability occurred and projected at that level over the remainder of the full three-year performance period. For NEOs without Tier 1 change-in- control agreements, those awards also provide for accelerated vesting in the case of a termination of the executive by us without cause, with the performance deemed to be the actual achievement of the performance goals through the end of the fiscal quarter in which termination occurred and projected at that level through the end of each applicable performance period (including the one- and two-year performance periods), but with the earned shares pro-rated for the portion of each applicable performance period during which the participant was employed, less any earned shares from completed performance periods to avoid double counting. For participants who, as of the grant date, have ten or more years of service with the Company, as determined by the Compensation Committee, in its sole discretion (a "Qualified Long-Term Employee"), upon such participant’s voluntary termination of employment for any or no reason prior to the Final Certification Date, the participant will be entitled to receive a number of shares determined based on actual achievement of the performance goals for the full three-year performance period, determined without negative discretion by the Compensation Committee but pro-rated for the portion of the full three-year performance period the participant was employed. This provision applied to Mr. Bondi and Ms. Stallone and, prior to his separation, Mr. Porcelain, during fiscal 2023. For participants who, as of the grant date, have three or more years of service with the Company, as determined by the Compensation Committee in its sole discretion, upon such participant’s termination of employment without cause (other than due to death or disability) the participant will be entitled to receive, in addition to the number of restricted stock units that have already vested prior to such termination of employment, a pro-rated number of unvested restricted stock units based on the number of days elapsed from the vesting date to the date of termination. Under the terms of Mr. Peterman’s VWAP PSU agreement which is subject to satisfaction of VWAP goals, upon his termination of employment during the performance period, all units thereunder will be forfeited, provided that in the event of a termination of employment for death or disability, the date of such death or disability will be deemed the vesting eligibility date for purposes of determining whether the performance goals have been satisfied. In the event that Mr. Peterman remains employed through a change in control occurring during the performance period, the date of such change in control will be deemed the vesting eligibility date for purposes of determining whether the performance goals have been satisfied; provided that if the price per share of the

  94. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | | 2023 Proxy Statement | 70 | | | | |

  95. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    Company’s Common Stock achieved in the change in control falls between two 60-day VWAP targets, then an additional number of VWAP PSUs will vest determined using linear interpolation between the two such targets. Under Mr. Peterman’s LTPS award granted in fiscal 2023, in the event of Mr. Peterman’s death or disability prior to the final certification date for the award, the award provides for vesting for the full three-year performance period at a level equal to the greater of target or actual achievement of the performance goals from the beginning of the full three-year performance period through the end of the fiscal quarter in which death or disability occurred and projected at that level over the remainder of the full three-year performance period, less earned shares from prior annual performance periods in order to avoid double-counting. In the event of any other termination of employment, all LTPS will be forfeited on the date of such termination for no consideration. In the event of a “409A change in control” (as defined in the award agreement), the performance goal for the three-year performance period will be deemed satisfied at a level equal to the greater of target or actual achievement of the performance goals from the beginning of the full three-year performance period through the end of the fiscal quarter in which the change in control occurred and projected at that level over the remainder of the full three year performance period, and the resulting number of units will become vested as of such date (less earned shares from prior annual performance periods in order to avoid double-counting), including in certain limited situations in which Mr. Peterman is terminated within 10 days following a change in control. However, if it is determined within a certain fixed period that any LTPS which are not deemed “earned shares” will be honored, assumed, or substituted in connection with the change in control and such substitute awards meet specified criteria, then no acceleration of earning or vesting will occur with respect to the LTPS. Among other criteria, the substitute awards must provide that, in the event of a termination of employment by Mr. Peterman’s employer without “cause” or by Mr. Peterman for “good reason” (each as defined in the 2000 Plan) within 12 months following the change in control, then the performance goal for the full three-year performance period must be deemed satisfied at a level equal to the greater of target and actual achievement of the performance goals from the beginning of the full three-year performance period through the end of the fiscal quarter in which such termination occurred and projected at that level over the remainder of the full three-year performance period, and the resulting earned shares (less earned shares from prior annual performance periods in order to avoid double-counting) will be deemed vested. Mr. Peterman’s restricted stock unit agreement granted during fiscal 2023 provides that in the event of a termination of employment for death or disability, all then-unvested restricted stock units will become fully vested as of such date. In the event of any other termination of employment, all unvested restricted stock units will be forfeited. In the event of a “change in control” (as defined in the 2000 Plan), all unvested units will fully vest as of the date of such change in control, unless such unvested units are honored, assumed or substituted in accordance with the agreement. The substitute awards must, among other criteria, provide that in the event of Mr. Peterman’s termination of employment by his employer other than for “cause” or Mr. Peterman’s termination of employment for “good reason” (in each case, as defined in the 2000 Plan), then all unvested restricted stock units will become fully vested as of such termination date. The summary table below takes into consideration the circumstances of the event and the additional payments that each NEO would be entitled to under the agreements described and the 2000 Stock Incentive Plan, assuming the event occurred as of July 31, 2023. In accordance with SEC rules, company-wide benefits and plans that are generally available to all salaried employees and are non-discriminatory were insignificant and were excluded from the below table. Amounts shown are calculated without regard to the potential for reduction in order that the executive not incur a golden parachute excise tax. The actual payments and benefits that would be made to each NEO under each circumstance can only be known once a qualifying event occurs.

  96. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | | 2023 Proxy Statement | 71 | | | | |

  97. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    Please see the summary below the table for amounts paid to Mr. Porcelain in connection with his separation from the Company in early fiscal 2023.

  98. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | Termination Scenario (As of July 31, 2023) | Ken A. Peterman ($) | Michael A. Bondi ($) | Maria Hedden ($) | Donald E. Walther ($) | Nancy M. Stallone ($) | | Potential Change-in-Control Payments: | | | | | | | Assuming no Termination (as defined) | | | | | | | Equity award vesting (1) | 905,408 | 485,069 | 487,406 | 399,481 | 138,146 | | Termination Without Cause or For Good Reason (as defined) | | | | | | | Health insurance continuation (2) | 68,720 | 5,629 | — | — | 91,920 | | Equity award vesting (1) | 905,408 | 785,327 | 487,406 | 399,481 | 138,146 | | Change-in-control payment (3) | 3,057,151 | 2,366,924 | 42,199 | 30,217 | 1,267,541 | | Potential Severance Payments upon Termination (not in connection with a Change-in-Control): | | | | | | | Voluntary Termination by the NEO | | | | | | | Equity award vesting (4) | — | 97,312 | — | — | 26,386 | | Termination Due to Death or Disability | | | | | | | Equity award vesting (1) | 905,408 | 485,069 | 142,016 | 76,657 | 81,605 | | Termination by Us Without Cause or Voluntary Termination Due to Modified Good Reason (as defined and applicable) | | | | | | | Health insurance continuation (2) | 34,360 | 3,752 | — | — | — | | Equity award vesting (1) | 194,655 | 785,327 | 41,961 | 23,033 | 41,158 | | Amount payable (3) | 807,151 | 1,627,869 | 42,199 | 30,217 | 109,511 |

  99. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    (1)For all NEOs, these amounts represent the aggregate value of stock-based awards as of July 31, 2023 that would become vested as a direct result of a change-in-control or upon an applicable termination. For purposes of this table, it is assumed that replacement awards were not granted upon a change-in-control. For NEOs with change in control agreements, in the event that a change-in-control occurs with no termination, or in the event of the NEO’s death or disability, the LTPS will be deemed to be earned at the higher of the target or actual performance level to-date projected through the end of the performance period and without proration. In the event that Mr. Bondi is terminated by us without cause or terminated by the NEO for "good reason" or "modified good reason," his LTPS will vest at the maximum level of performance, without proration or negative discretion by the Compensation Committee. In the event of termination without cause prior to a change-in-control, awards for any NEOs subject to a Tier 2 agreement are earned based on actual achievement and would be subject to proration. For Mr. Peterman, in the event that a change-in-control occurs with no termination, or in the event of Mr. Peterman’s death or disability, the LTPS will be deemed for purposes of this table to be earned based on the projected performance level as of July 31, 2023. Values are based on the closing price of our Common Stock, $10.16, on July 31, 2023. (2)For NEOs terminated upon a change-in-control, health insurance continuation amounts reported for eligible NEOs are estimates for the maximum period set forth in their applicable agreements based on the current plan in which the executive officer is enrolled and will vary in amount for a given executive officer based on the actual plan and actual costs following termination of employment. For NEOs terminated by us without cause or voluntarily terminated due to good reason or modified good reason, health insurance continuation amounts are estimates for the maximum period set forth in their applicable agreements. (3)For each NEO, the amount represents (i) for Mr. Bondi and Ms. Stallone, the sum of the NEO’s annual base salary and an amount equal to target non-equity incentive opportunity for the fiscal year in which the termination of employment occurs multiplied by the applicable multiple, as defined in each NEO’s "tier" agreement, (ii) as applicable, an estimate of severance payments under the general company-wide plan described above, and (iii) for Mr. Peterman, the amounts provided under the CEO Employment Agreement (as described above).

  100. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    | | 2023 Proxy Statement | 72 | | | | |

  101. Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination

    (4)As Mr. Bondi and Ms. Stallone are Qualified Long-Term Employees, these NEOs would be entitled to receive a number of shares determined based on actual achievement of the performance goals for the full three-year performance period, determined without negative discretion by the Compensation Committee but pro-rated for the portion of the full three-year performance period the NEO was employed. The amounts in the table are estimates based upon actual performance through July 31, 2023. Because the ultimate payout would be based on actual performance determined at the end of the three-year performance period, the actual payout is not determinable as of July 31, 2023. Any earned shares would be distributed to the NEOs within 75 days of the Final Certification Date. Michael Porcelain On August 10, 2022, the Company announced the mutually agreed separation of Mr. Porcelain as President and Chief Executive Officer and member of the Board of Directors. The Company entered into a separation agreement with Mr. Porcelain, which reflected the severance amounts payable to Mr. Porcelain for a termination without cause under his change-in-control agreement ($3,660,190 in cash severance, representing two times his base salary of $780,000 and non-equity incentive awards of $924,380, severance payments under the general company-wide plan of $251,431 representing five weeks of salary plus an amount equal to accumulated but unvested restricted sick time and a pro-rated amount for his fiscal 2023 non-equity incentive plan award). Pursuant to the separation agreement, the parties agreed that Mr. Porcelain would receive certain payments and benefits if he executed and did not revoke a release of claims in favor of the Company. In exchange, the Company agreed that all of Mr. Porcelain’s outstanding and unvested stock options and other equity awards (excluding long-term performance share or similar performance-vesting equity awards), would become immediately vested and exercisable (if subject to exercise) and all restrictions on such awards would lapse as of the date of his separation of employment, and further, that Mr. Porcelain’s long-term performance share or similar performance-vesting equity awards would immediately vest at the maximum performance target as described in the applicable award agreement (estimated value of equity awards, based on the Company’s closing stock price on August 10, 2022, $2,436,871).

  102. CEO Pay Ratio

    CEO Pay Ratio Presented below is information regarding the ratio of the fiscal 2023 annual total compensation of our CEO as compared to that of our employee compensated at the median level. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. For fiscal 2023: •Our CEO’s annual total compensation was $5,076,528. This amount differs from the amount reported in the Total column of the “Summary Compensation Table - Fiscal Year 2023” due to the annualization of Mr. Peterman’s annual salary to reflect his appointment to CEO effective August 9, 2022. We did not adjust Mr. Peterman’s fiscal 2023 one-time bonus, non-equity incentive award or long-term incentive awards, including his VWAP PSUs, since the amounts included in the “Summary Compensation Table – Fiscal 2023” were determined on a full year basis and were not pro-rated for the portion of the year before his appointment to serve as CEO. •Our median employee's annual total compensation that would be reportable in the "Summary Compensation Table" was $98,336. •Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 52:1. We identified our median employee by using fiscal 2023 base salaries, our consistently applied compensation measure, for all individuals, excluding our CEO, who were employed by us in the United States, Canada and the United Kingdom on a full-time or part-time basis on July 31, 2023. As permitted by applicable rules, we excluded 43 employees, representing less than 5% of the employee base, from this analysis that are located outside of the United States, Canada and the United Kingdom. Our total employee work force in all countries, as of the determination date, was 1,482, of which a combined 1,439 (97.1%) were located in the United States, Canada and the United Kingdom.

  103. CEO Pay Ratio

    | | 2023 Proxy Statement | 73 | | | | |

  104. Pay vs. Performance (“PvP”) Disclosure

    Pay vs. Performance (“PvP”) Disclosure In compliance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K ("Item 402(v)"), the Company is furnishing the following details concerning the correlation between the “compensation actually paid” by the Company and the financial performance of the Company during the relevant disclosure period, computed in accordance with Item 402(v). “Compensation actually paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and LTPS which remain subject to forfeiture if the vesting conditions are not satisfied. Please consult the "Compensation Discussion and Analysis" section in this Proxy Statement for a detailed review of how the Compensation Committee evaluates the compensation of NEOs.

  105. Pay vs. Performance Table (a)

    Pay vs. Performance Table (a)

  106. Pay vs. Performance Table (a)

    | Fiscal Year | Summary Compensation Table ("SCT") Total for CEO Peterman | SCT Total for CEO Porcelain | SCT Total for CEO Kornberg | Compensation Actually Paid ("CAP") to CEO Peterman (b)(c) | CAP to CEO Porcelain (b)(c) | CAP to CEO Kornberg (b)(c) | Average SCT Total for Non- CEO NEOs | Average CAP to Non-CEO NEOs (b)(c) | Year-End Value of $100 Invested on 7/31/20 | | Net Income ($mm) | Adj. EBITDA ($mm) (d) | | | | | | | | | | | Comtech (CMTL) TSR | Nasdaq Telecom Index (IXTC) TSR | | | | 2023 | $5,018,836 | $3,786,190 | n/a | $4,431,786 | $4,262,568 | n/a | $1,096,646 | $1,011,071 | $65.89 | $94.11 | ($27) | $54 | | 2022 | n/a | $3,406,465 | $8,515,624 | n/a | $995,127 | $9,690,691 | $614,731 | $378,243 | $74.06 | $89.82 | ($33) | $39 | | 2021 | n/a | n/a | $3,886,838 | n/a | n/a | $5,529,922 | $1,057,737 | $1,424,421 | $155.01 | $123.56 | ($73) | $77 |

  107. Pay vs. Performance Table (a)

    (a)Each executive that has served the Company as CEO during the last three fiscal years is displayed individually in the table above. Ken A. Peterman has served as our CEO since August 9, 2022, following Michael Porcelain, who served as CEO from December 31, 2021 to August 9, 2022, and preceded by Mr. Kornberg, who served as our CEO from 1976 until December 31, 2021. For fiscal 2021, Mr. Porcelain served as a non-CEO NEO and his individual compensation amounts are included in the average columns for the non-CEO NEOs. Average Non-CEO NEOs for each year include: -Fiscal 2023: Michael Bondi, Maria Hedden, Donald E. Walther, Nancy Stallone -Fiscal 2022: Michael Bondi, Maria Hedden, Nancy Stallone, Yelena Simonyuk -Fiscal 2021: Michael Bondi, Nancy Stallone, Yelena Simonyuk, Michael Porcelain (b)Deductions from, and additions to, total compensation in the Summary Compensation Table (“SCT”) by year to calculate Compensation Actually Paid (“CAP”) include:

  108. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Peterman | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table (SCT) Total for Mr. Peterman | $5,018,836 | n/a | n/a | | - Grant date values in SCT | ($3,307,270) | n/a | n/a | | + Year-end fair value of unvested awards granted in the current year | $1,407,719 | n/a | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | $1,312,501 | n/a | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Peterman | $4,431,786 | n/a | n/a |

  109. Pay vs. Performance Table (a)

    | | 2023 Proxy Statement | 74 | | | | |

  110. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Porcelain | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table (SCT) Total for Mr. Porcelain | $3,786,190 | $3,406,465 | n/a | | - Grant date values in SCT | n/a | ($1,795,656) | n/a | | + Year-end fair value of unvested awards granted in the current year | n/a | $839,638 | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | ($1,047,111) | n/a | | + Fair values at vest date for awards granted and vested in current year | n/a | n/a | n/a | | ± Change in fair value of prior-year equity awards vested in current year | $476,378 | ($408,209) | n/a | | Compensation Actually Paid for Mr. Porcelain | $4,262,568 | $995,127 | n/a |

  111. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Kornberg | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table (SCT) Total for Mr. Kornberg | n/a | $8,515,624 | $3,886,838 | | - Grant date values in SCT | n/a | ($2,581,455) | ($1,260,008) | | + Year-end fair value of unvested awards granted in the current year | n/a | $256,967 | $1,901,342 | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | $862,964 | | + Fair values at vest date for awards granted and vested in current year | n/a | $2,274,197 | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | $1,225,358 | $138,786 | | Compensation Actually Paid for Mr. Kornberg | n/a | $9,690,691 | $5,529,922 |

  112. Pay vs. Performance Table (a)

    | CAP Reconciliation for Non-CEO NEOs | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Average Summary Compensation Table (SCT) Total for Non-CEO NEOs | $1,096,646 | $614,731 | $1,057,737 | | - Grant date values in SCT | ($649,445) | ($269,328) | ($307,371) | | + Year-end fair value of unvested awards granted in the current year | $274,517 | $143,857 | $463,820 | | ± Change in fair value of unvested awards granted in prior years | ($16,405) | ($103,433) | $183,728 | | + Fair values at vest date for awards granted and vested in current year | $338,728 | $27,731 | n/a | | ± Change in fair value of prior-year equity awards vested in current year | ($32,971) | ($35,315) | $26,507 | | Average Compensation Actually Paid for Non-CEO NEOs | $1,011,071 | $378,243 | $1,424,421 |

  113. Pay vs. Performance Table (a)

    (c)The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: -Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/fiscal year end date. -Strike price is based on each grant date closing price and asset price is based on each vest/fiscal year end closing price. -Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year end date. -Historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. -Represents annual dividend yield on each vest/fiscal year end date.

  114. Pay vs. Performance Table (a)

    | | 2023 Proxy Statement | 75 | | | | |

  115. Pay vs. Performance Table (a)

    (d)Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives analysis expenses and other.

  116. Tabular List of Financial Performance Measures Linked to Fiscal 2023 Compensation Actually Paid

    Tabular List of Financial Performance Measures Linked to Fiscal 2023 Compensation Actually Paid The most important financial measures used by the Company to link “Compensation Actually Paid” (as defined by SEC rules) to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance considered, among other items related to the Company’s “One Comtech” transformation:

  117. Tabular List of Financial Performance Measures Linked to Fiscal 2023 Compensation Actually Paid

    | Adjusted EBITDA | | Revenue | | Relative TSR vs. S&P 600 Index | | Pre-Tax Profit | | Free Cash Flow |

  118. Outstanding Equity Awards

    Outstanding Equity Awards As of October 23,2023, there were approximately 2,317,053 full value awards (that is, awards other than stock options and stock appreciation rights, and with performance-based awards counted assuming the maximum vesting level) issued and outstanding and approximately 234,260 stock options outstanding under the 2000 Plan. As of that date, the weighted average exercise price of our outstanding stock options was $23.99, and the weighted average remaining contractual term for the outstanding stock options was 3.85 years. As noted above, as of October 23, 2023, 19,992 shares of Common Stock remained available for issuance under the 2000 Plan.

  119. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit Under the terms of the 2023 Plan, the aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be awarded or granted during any fiscal year of the Company to any non-employee director will not exceed $500,000. The non-employee director compensation limit under the 2023 Plan will not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by the Company or compensation received by the director in his or her capacity as an executive officer or employee of the Company.