DEF 14A of Comtech Telecommunications Corp /De/, Nov 27, 2024

DEF 14A of Comtech Telecommunications Corp /De/

Filed Nov 27, 2024 · FY20240000023197-24-000125

Open on EDGAR

  1. Directors and Executive Officers

    Directors and Executive Officers

  2. Directors and Executive Officers

    | Name | Principal Occupation | Age | Served As Director Since | | Directors nominated by the Company/Board for election at 2024 Annual Meeting: | | | | | Wendi B. Carpenter | Founder and Principal of Gold Star Strategies LLC | 68 | 2022 | | Bruce T. Crawford | Lieutenant General (Retired) | 61 | 2023 | | Michael J. Hildebrandt | Senior Investment Professional, Freshford Capital | 52 | 2024 | | Mark R. Quinlan | Co-Founder and Managing Partner of White Hat Capital Partners | 52 | 2022 | | John Ratigan | President and CEO of Comtech | 64 | 2024 | | Kenneth Traub | Executive Chairman of Comtech | 63 | 2024 | | Lawrence J. Waldman | Non-Executive Chairman of the Board of CVD Equipment Corporation | 78 | 2015 | | Directors not standing for re-election at the 2024 Annual Meeting: | | | | | Yacov Shamash | Professor of Electrical and Computer Engineering at Stony Brook University | 74 | 2016 | | Judy Chambers | Managing Principal and a Member of the Board of Meketa Investment Group | 53 | 2021 | | Executive Officers: | | | | | Michael A. Bondi | Chief Financial Officer | 51 | - | | Daniel Gizinski | President, Satellite and Space Communications Segment | 36 | - | | Donald E. Walther | Chief Legal Officer and Corporate Secretary | 56 | - | | Jeffery P. Robertson | President, Terrestrial and Wireless Networks Segment | 64 | - |

  3. Directors and Executive Officers

    | | Fiscal 2024 Proxy Statement | 21 | | | | |

  4. Directors and Executive Officers

    We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business. Comtech's Board Skills and Diversity Matrix for Continuing Directors is shown below as of November 20, 2024:

  5. Directors and Executive Officers

    | Continuing Directors | Wendi B. Carpenter | Bruce T. Crawford | Michael J. Hildebrandt | Mark R. Quinlan | John Ratigan | Kenneth Traub | Lawrence J. Waldman | | Knowledge, Skills and Experience | | | | | | | | | Audit | | | | | | | ✓ | | Capital Markets/M&A | ✓ | | ✓ | ✓ | | ✓ | ✓ | | Corporate Governance and Public Company Board Experience | ✓ | ✓ | | ✓ | | ✓ | ✓ | | Executive Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Financial and Accounting | | | ✓ | ✓ | | ✓ | ✓ | | Innovation/Technology/Cybersecurity | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Legal/Regulatory | | | | | ✓ | ✓ | ✓ | | Operational Execution and Efficiency | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Planning/Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Talent Management/Compensation | ✓ | | | ✓ | | ✓ | ✓ | | Transformation Strategy | | | | | ✓ | ✓ | | | Wireless/Telecomm Industry | | | | | | | | | •Satellite and Space Communications | ✓ | ✓ | | ✓ | ✓ | | ✓ | | •Terrestrial and Wireless Networks | | ✓ | | ✓ | ✓ | ✓ | ✓ | | Race/Ethnicity | | | | | | | | | African American | | ✓ | | | | | | | Asian/Pacific Islander | | | | | | | | | White/Caucasian | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Hispanic/Latino | | | | | | | | | Gender | | | | | | | | | Male | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Female | ✓ | | | | | | | | Board Tenure | | | | | | | | | Years | 2 | 1 | – | 2 | – | – | 9 |

  6. Directors and Executive Officers

    Key metrics of our Continuing Directors are as follows:

  7. Directors and Executive Officers

    | | Fiscal 2024 Proxy Statement | 22 | | | | |

  8. Our Nominees’ Biographies and Director Qualifications

    Our Nominees’ Biographies and Director Qualifications

  9. Our Nominees’ Biographies and Director Qualifications

    | Kenneth (Ken) H. Traub Executive Chairman | | | | Key Qualifications Mr. Traub is a visionary and transformational corporate leader with a successful track record of building sustainable shareholder value. Mr. Traub has over 30 years of experience as a Chairman, CEO, director and active investor with a demonstrated record of accomplishment in driving strategic, financial, operational and governance improvements. Mr. Traub is adept at managing business challenges, executing turnarounds, optimizing capital allocation, driving operational improvements, implementing M&A and other strategic initiatives and capitalizing on strategic growth opportunities. | | Committee Membership: •None Director Since: 2024 Age: 63 Current Public Company Boards: •Tidewater, Inc. (NYSE: TDW) (since 2018) •Nano Dimension Ltd. (Nasdaq: NNDM) (since 2024) •Edgio, Inc. (OTC: EGIOQ) (since 2023) Prior Notable Boards: •DSP Group, Inc. (Chairman) •MRV Communications (Chairman) •Intermolecular (Chairman) •Vitesse Semiconductor, Inc. •Xyratex Ltd •MIPS Technologies, Inc. •Phoenix Technologies, Inc. •Gulfmark, Inc. •iPass, Inc. •Immersion Corporation •IDW Media Holdings •Athersys, Inc. •A.M. Castle & Co. •American Rare Earths Limited •Young Presidents Organization (YPO) - Chapter Chair Education: •B.A. in Psychology, Emory College •MBA, Harvard Business School | Select Skills •Transformation Leadership: Mr. Traub is a proven transformational leader. He drives strategic, financial, operational and governance improvements to help companies overcome business challenges and capitalize on value enhancing opportunities. •Visionary Leadership: Mr. Traub inspires organizations to see the big picture which enables teams to address the day-to-day issues with a purpose and work collaboratively toward shared long-term goals. •Operational Discipline: Mr. Traub leads with a focus on key priorities and attention to the details necessary to instill operational discipline throughout the organization. Professional Highlights Delta Value Advisors – a strategic consulting and investment advisory firm specializing in corporate governance and turnaround management •Managing Partner (since 2019) Raging Capital – a registered investment firm •Managing Partner (2015-2019) Ethos Management LLC – a private consulting firm specializing in turnaround management •President and CEO (2009-2015) JDS Uniphase Corp. – a manufacturer of optical communications network and broadband communications products which acquired American Bank Note Holographics ("ABNH") •VP (2008-2009) (Managed the transition and integration of ABNH) American Bank Note Holographics, Inc. – Leading global supplier of optical security devices •President and CEO (1999-2008) •Managed the extensive turnaround, rebuilding and acquisition resulting in over 1000% increase in shareholder value. Voxware, Inc. – a pioneer in Voice over Internet Protocol communication technologies •Co-Founder, Executive Vice President and CFO (1995-1998) Trans-Resources, Inc. - Diversified multi-national holding company and acquisition vehicle •Assistant to the Chairman and Vice President (1989-1995) |

  10. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 23 | | | | |

  11. Our Nominees’ Biographies and Director Qualifications

    | Rear Admiral (Ret.) Wendi B. Carpenter Independent Director | | | | Key Qualifications Ms. Carpenter is a forward-thinking senior executive with global experience who has led a broad range of complex, cross-functional organizations in the commercial, military, government and nonprofit sectors. With her distinguished career holding leadership positions in the U.S. Navy, she brings to the Board extensive experience working with federal agencies and a deep understanding of their technology procurement processes. She spearheaded the systems development and deployment of cutting-edge technology innovations (unmanned air, surface and sub-face vehicles, satellites, cloud cyber and simulation capabilities), which enhances the Board’s oversight of Comtech’s R&D capital allocation and strategic growth initiatives. Ms. Carpenter was appointed to the Board as part of the cooperation agreement with Outerbridge Capital Management, LLC in 2021. | | Committee Membership: •Compensation •Nominating and Governance •Technology, Innovation & Cyber Director Since: 2022 Age: 68 Current Public Company Boards: •None Other Notable Boards / Affiliations: •Navy Seapower for Education •Affordable Housing Advisory Council, Federal Home Loan Bank of Atlanta •World Maritime Organization Education: •A.A. in Liberal Arts and Sciences, Darton College •B.S. in Psychology, University of Georgia •National Security Policy Studies, U.S. Naval War College •M.A. in International Relations, Salve Regina University | Select Skills •Innovation / Technology / Cybersecurity: Ms. Carpenter’s technology expertise is exemplified by her role as the "Navy's Innovator" during her tenure as Commander of the Navy Warfare Development Command, where she directly managed a $75 M budget and oversaw the R&D program, building strong partnerships with NASA, the Navy Research Lab and major university labs to take transformative technology innovations from concept to manufacture. •Operational Execution and Efficiency: Highlighted by her commanding roles in worldwide maritime and air operations, Ms. Carpenter’s assignments have included logistics management at the Navy Pentagon, facilities management and the training of joint forces. Ms. Carpenter was responsible for overseeing training and preparedness of 200,000 personnel and 180 Navy ships across world-wide operations. Recognized for her work with Women in Aviation International, Women in Sea Services Organization and the U.S. Institute of Peace, she served as the advisor to the Navy Chief and Vice Chief of Naval Operations on roadmaps and strategies for women and minority recruitment, retention and career opportunity. •Risk Management: Ms. Carpenter acquired deep experience in cyber and associated risk mitigation strategies during her time overseeing and executing U.S. Navy planning and preparedness scenarios, including the development the Navy’s Strategic Plan focused on regional and global risk assessment and asset allocation Professional Highlights Gold Star Strategies LLC – a consulting firm specializing in governance, strategic planning and business development •Founder and Principal (since 2012) SUNY Maritime College – a maritime school, preparing students for careers in both the maritime industry and the military •Special Envoy (Legislative and Regulatory policy) for Maritime Matters (2011–2013) •President (CEO) and U.S. Maritime Service Appointment (2011–2013) Navy Warfare Development Command •Rear Admiral; Commander (CEO) NWDC (2000–2011) U.S. Navy •Deputy and Area Air Defense Commander, U.S. Second Fleet (COO) and U.S. Navy Rear Admiral (2006 -2008) •Deputy Region Commander Southeast Region (COO) and U.S. Navy Rear Admiral (2004-2005) U.S. Joint Forces Command •Vice Commander and U.S. Navy Rear Admiral (2004–2006) |

  12. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 24 | | | | |

  13. Our Nominees’ Biographies and Director Qualifications

    | Lieutenant General (Ret.) Bruce T. Crawford Lead Independent Director | | | | Key Qualifications Mr. Crawford brings nearly forty years of leadership experience in national security, digital transformation and cybersecurity. Throughout his career, he has held strategic and operational leadership roles across multiple global regions, including Europe, the Pacific and Southwest Asia, developing a deep understanding of the rapidly changing global technology and cybersecurity landscape. Having overseen key information technology functions with the U.S. Army and commercial operations, he provides valuable insights related to the evolving priorities of both government and commercial customers as well as their procurement and budgeting processes, enhancing the Board’s oversight of Comtech’s growth, marketing and corporate development priorities. Mr. Crawford served on multiple boards, acquiring additional expertise in leading corporate governance practices. | | Committee Membership: •Nominating and Governance •Technology, Innovation & Cyber (Chair) Director Since: 2023 Age: 61 Current Public Company Boards: •None Other Notable Boards / Affiliations: •Association of the U.S. Army and Armed Forces Communications Electronics Association (AFCEA) •The George C. Marshall International Center Education: •B.S. in Electrical Engineering, South Carolina State University •M.A. in Administration, Central Michigan University •M.S. in National Resource Strategy, National Defense University | | | | Select Skills •Innovation / Technology / Cybersecurity: Mr. Crawford oversaw the U.S. Army’s cyber and information security across global operations. Following his retirement from military service, he joined global solutions provider Jacobs, where he served as Chief of Innovation and Chair of the Digital Advisory Group, gaining extensive insights into the cutting-edge technologies, including artificial intelligence. Mr. Crawford also serves on the advisory boards of several leading cybersecurity firms, where his experience continues to shape strategies for addressing the emerging challenges in digital security. •Operational Execution and Efficiency: As the U.S. Army’s Chief Information Officer (CIO) and senior Information Technology accountable official for the global U.S. Army operations, Mr. Crawford played an instrumental role in setting strategic direction and objectives for the information technology function and its modernization, executing data and cloud integration and delivery of IT capabilities across 288 locations in 143 countries world-wide. •Strategic Planning / Oversight: As the Senior Vice President for Strategic Development, Growth and Sales at Jacobs, Mr. Crawford managed the $5B government-focused Critical Mission Solutions division, overseeing key strategic growth initiatives, client relations and partnerships and new service offerings designed to meet customer needs. Professional Highlights Jacobs Solutions, Inc. – an international engineering services company •Chief of Innovation, Chair of the Digital Advisory Group and Director, Global Digital Center of Excellence (2022-2023) •SVP, Strategic Development, Growth and Sales, Jacobs Engineering (2020-2021) U.S. Army •Chief Information Officer (2017-2020) •Commander, Communications Electronics Command / Senior Commander, Aberdeen Proving Ground (2014-2017) •Director of Cyber & Command, U.S. Army Europe / Control, Communications & Computer Systems, U.S (2013-2014) •Chief Information Officer, U.S. Army Europe / Commanding General 5th Theater Signal Command (2011-2013) •Special Assistant to the Army Chief of Staff (2010-2011) |

  14. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 25 | | | | |

  15. Our Nominees’ Biographies and Director Qualifications

    | Michael J. Hildebrandt Independent Director | | | | Key Qualifications Mr. Hildebrandt has nearly three decades of experience investing in public and private entities. Throughout his career he has actively worked with companies to evaluate operational and strategic initiatives across industries with a particular focus on value investing and special situations. Mr. Hildebrandt was appointed to the Board as part of the cooperation agreement with Fred Kornberg, Michael Porcelain and Oleg Timoshenko. | | Committee Membership: •Audit •Nominating and Governance Director Since: 2024 Age: 52 Current Public Company Boards: •None Education: •B.S. in Business Administration, Wake Forest University •MBA in Finance and Accounting, The Wharton School, University of Pennsylvania | | | | Select Skills •Financial and Accounting: Mr. Hildebrandt contributes to the Board his deep financial expertise, honed through his extensive experience in conducting financial analysis, valuation and due diligence to assess investment opportunities. His background in developing investment strategies, managing risk, and assessing market trends during his tenure with private and public investment firms further enhances the Board’s oversight of the Company’s value creation opportunities. •Capital Markets/M&A: Acquired through his experience advising CEOs, CFOs, and boards of portfolio companies on capital structure and capital allocation strategies, Mr. Hildebrandt brings to the Board valuable perspectives on identifying and executing value creation initiatives. Earlier in his career, he specialized within mergers and acquisitions having served as a Private Equity Associate at Aurora Capital, a middle-market private equity fund, and as an Investment Banking Analyst at Salomon Brothers. •Wireless / Telecomm Industry: Gained in-depth knowledge of Comtech’s core end-markets through his roles at Freshford Capital, where he manages investment opportunities across numerous industry verticals, including government services, space and satellite, telecom, and media. Professional Highlights Freshford Capital Management, LLC – a public equity investment fund •Senior Investment Professional (since 2011) Silver Capital Management, LLC – a multi-strategy public equity fund •Senior Investment Professional (2005-2011) Gabelli Asset Management Company (GAMCO) – an investment management firm that specializes in managing assets for individual and institutional clients •Associate, Public Market Research and Private Equity Platform (2002-2005) Aurora Capital – a private equity investment fund •Private Equity Associate (1998-2000) Salomon Brothers – an American multinational investment bank •Investment Banking Analyst: Industrials & M&A (1996-1998) Merrill Lynch – an independent American investment bank (prior to its acquisition by Bank of America) •Foreign Exchange Derivatives Analyst (1995-1996) |

  16. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 26 | | | | |

  17. Our Nominees’ Biographies and Director Qualifications

    | John Ratigan President, Chief Executive Officer and Director | | | | Key Qualifications Mr. Ratigan is an accomplished senior executive with over three decades of experience in the global satellite technology sector and a proven ability to oversee corporate growth strategy and shareholder value creation. Under his leadership, Comtech has launched several initiatives designed to enhance operational efficiency, including an intensive review of Comtech’s Space & Satellite Communications product portfolio to identify the most strategic and high-margin revenue opportunities. Mr. Ratigan provides the Board with valuable insights into Comtech’s operational and strategic priorities, financial performance, its core strengths and growth opportunities. | | Director Since: 2024 Age: 64 Current Public Company Boards: •None Other Notable Boards / Affiliations: •Mak Technologies •ST Engineering IDirect, Inc. Education: •B.S. in Marketing, University of Maryland | | | | Select Skills •Operational Execution and Efficiency: Mr. Ratigan led East Coast operations for Fairchild Data Corporation and EF Data Corp. During his time at EF Data, which is now a part of Comtech, he was instrumental in helping the company grow from $20 million to $120 million in revenue in under eight years. Through his role with EF Data, he developed deep expertise in Single Channel Per Carrier (SCPC) satellite technology and best practices for migrating this technology to Time Division Multiple Access (TDMA) SATCOM capabilities. •Strategic Planning / Oversight: During his tenure with iDirect, Mr. Ratigan spearheaded the acquisition of GlowLink Communications Technologies, Inc. and its unique interference mitigation technology (CSIR), which positioned the company to become the largest provider of TDMA SATCOM services to the Department of Defense and other federal, state and local government agencies. •Wireless / Telecomm Industry: Gained deep experience navigating market shifts in the satellite communications industry, successfully transforming operations of the satellite communications companies to unlock new growth opportunities. He started the Federal Group at iDirect, where he built highly secure, scalable satellite-based voice, video and data applications, driving the revenue growth to over $100 million annually. Professional Highlights Comtech Telecommunications Corp. •Chief Executive Officer (since 2024) •Chief Corporate Development Officer (2023-2024) iDirect Government – a provider of satellite communications solutions •Chief Executive Officer (2008-2023) •Vice President of Federal Sales (2003-2008) Integic Corporation – a software start-up within a larger corporation •Vice President of Sales (2000-2002) EF Data Corp. (acquired by Comtech, 2000) – a satellite and communications solutions provider •Regional Director of Sales, East Coast US (1991-2000) Fairchild Data Corporation – a satellite telecom start-up company •Director of Sales (1988-1991) XEROX Corporation •Legal Sales Team (1984-1988) US Senate •Staff Assistant (1981-1983) |

  18. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 27 | | | | |

  19. Our Nominees’ Biographies and Director Qualifications

    | Mark R. Quinlan Independent Director | | | | Key Qualifications Mr. Quinlan is a financial management and investment banking expert with over three decades of experience, including 20 years in the technology sector. He brings to the Board a track record of building sustainable value in technology companies, along with his strong industry stakeholder engagement skills and experience advising numerous corporate boards on a wide range of strategic and corporate finance matters. | | Committee Membership: •Compensation Committee (Chair) Director Since 2022 Age: 52 Current Public Company Boards: •None Other Notable Boards / Affiliations: •None Education: •A.B. in Economics and Politics, Princeton University | | | | Select Skills •Capital Markets / M&A: Mr. Quinlan brings extensive experience advising corporate boards on strategic acquisitions. He has counseled Boards through a range of M&A, including corporations across North America, Europe and Asia, notably overseeing over $2 billion in acquisition. •Financial and Accounting: Throughout his senior leadership roles with investment banking institutions, Mr. Quinlan oversaw and executed a wide range of financial transactions, including equity and debt financing, that supported corporate growth projects. Mr. Quinlan’s expertise contributes to the Board’s effective oversight of Comtech’s capital allocation and financing strategies in support of key growth initiatives. •Innovation / Technology / Cybersecurity: As a former Co-Head of the Global Technology Investment Banking Group at Stifel, Mr. Quinlan developed deep industry expertise as well as insights into key trends and emerging risks, technological advancements and strategic growth opportunities within the global technology sector. Professional Highlights White Hat Capital Partners LP – an investment firm focused on investments in publicly-traded technology companies •Co-Founder and Managing Partner (since 2016) Stifel – an investment banking firm •Managing Director & Co-Head of Technology Investment Banking Group (2010–2016) Thomas Weisel Partners – an investment banking, brokerage and equity research firm •Partner, Investment Banking (2000–2010, until merger with Stifel) |

  20. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 28 | | | | |

  21. Our Nominees’ Biographies and Director Qualifications

    | Lawrence J. Waldman Independent Director | | | | Key Qualifications Mr. Waldman is an established leader in finance and accounting, bringing over 40 years of public accounting experience to the Board. Mr. Waldman’s expertise overseeing and advising multibillion-dollar organizations, including one of the largest government utilities in the United States, contributes a broad base of knowledge critical to the Board’s duty to provide thoughtful, independent counsel to the Company. Mr. Waldman has been instrumental in facilitating strong corporate governance in Board discussions on risk oversight, management accountability and strategic growth plans. In addition, Mr. Waldman brings to the Board key institutional knowledge about the Company. Mr. Waldman is a certified public accountant and qualifies as an audit committee financial expert, as defined by SEC rules. | | Committee Membership: •Audit (Chair) •Compensation Director Since: 2015 Age: 78 Current Public Company Boards: •CVD Equipment Corporation (NASDAQ: CVV) (since 2016) •Apyx Medical Corp (NASDAQ: APYX) (since 2011) Other Notable Boards / Affiliations: •American Institute of Certified Public Accountants •New York State Society of CPAs •Long Island Association (Chair) •Long Island Angel Network •Advanced Energy Research Center at Stony Brook University Education: •B.S. in Political Science, Hofstra University •MBA in Accounting, Hofstra University | | | | Select Skills •Financial, Accounting, and Audit: Mr. Waldman has held a variety of executive level positions with leading, global public accounting firms, where he has successfully overseen complex accounting procedures, including those associated with M&A transactions, with this experience contributing to the Audit Committee’s oversight of Comtech’s capital allocation analysis and strategy. His prior experience also includes an adjunct professorship at Hofstra University, teaching graduate courses in advanced accounting theory and advanced auditing. •Strategic Planning / Oversight: Over the span of his career, Mr. Waldman has advised both technology and defense companies through variable accounting considerations in a broad range of industries and macroeconomic environments. As the current Audit Committee Chair to a NASDAQ-listed technology company focused on providing custom equipment to commercial, defense and research customers, Mr. Waldman provides a unique, industry relevant perspective on Comtech’s strategic considerations and innovation. •Wireless / Telecomm Industry: In his prior role as an audit partner at one of the leading public accounting firms, Mr. Waldman developed a deep understanding of the industry through his advisory work with several public and private companies that specialize in wireless cellular technology, defense and the manufacturing of components and systems used for wireless communications. Professional Highlights First Long Island Investors, LLC – an investment and wealth management firm •Senior Advisor (since 2016) EisnerAmper LLP – a financial advisory firm •Partner-in-Charge, Commercial Audit Practice Development for Long Island (2011-2016) Holtz Rubenstein Reminick, LLP – an auditing, accounting and business advisory firm •Partner-in-Charge, Commercial Audit Practice Development (2006-2011) KPMG LLP U.S. – a leading global audit and assurance, tax and advisor services firm •Managing Partner (1994-2006) •Various roles of increasing scope of leadership (1972-1994) |

  22. Our Nominees’ Biographies and Director Qualifications

    | | Fiscal 2024 Proxy Statement | 29 | | | | |

  23. Michael A. Bondi

    Michael A. Bondi

  24. Michael A. Bondi

    | | Mr. Bondi has been Chief Financial Officer of Comtech since October 2018 and oversees Comtech's accounting and finance, taxation, treasury and risk management, mergers and acquisitions, investor relations, information systems, 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. |

  25. 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.

  26. Daniel Gizinski

    Daniel Gizinski

  27. Daniel Gizinski

    | | Daniel Gizinski was named President, Satellite and Space in November 2024. Previously Mr. Gizinski served as Chief Strategy Officer and President, Comtech Satellite Network Technologies, Inc. since August 2024. Previously, Mr. Gizinski served in various senior management positions at Comtech, including Chief Strategy Officer from November 2022 to August 2024, President of Comtech Satellite Network Technologies Inc. from January 2022 to November 2022, President, Government Group from August 2021 to January 2022, Vice President of Product & Strategy for Comtech Systems from March 2021 to August 2021, and Director of Protected SATCOM from August 2019 to March 2021. |

  28. Daniel Gizinski

    Prior to joining Comtech in 2019, Mr. Gizinski held program management and leadership roles at General Electric, Sierra Nevada Corporation, and L3Harris Technologies. Mr. Gizinski holds a Bachelor’s degree in Electrical Engineering from the University of Virginia and a Master’s degree from Duke University.

  29. Jeffery P. Robertson

    Jeffery P. Robertson

  30. Jeffery P. Robertson

    | | Jeffery P. Robertson was named President of Comtech’s Terrestrial and Wireless Networks Business Segment in March 2024. Prior to joining Comtech, he served as President & CEO of Intrado Life Safety from February 2020 to October 2023, a company specializing in first responder technology in North America. Under his leadership, Mr. Robertson enhanced Intrado Life Safety’s operating structure, implemented critical digital transformation initiatives, migrated legacy products to next-generation cloud-based infrastructures, improved employee retention, and strengthened key go-to-market |

  31. Jeffery P. Robertson

    partnerships in under four years. Intrado Life Safety was sold in 2023 for $2.4 billion under Mr. Robertson’s leadership. Throughout his career, Mr. Robertson has held numerous leadership roles, including Senior Vice President of Public Safety for startup innovator RapidSOS which he served from March 2018 to February 2020, CEO of Airbus DS Communications North America, Vice President and General Manager of Intergraph’s public safety software division, CEO of TCI – TelControl, and CML Emergency Services. He was also the founding executive director of the 9-1-1 Industry Alliance. Mr. Robertson graduated from the executive program at the Wharton School – University of Pennsylvania and received a degree in telecommunications from Toronto Metropolitan University.

  32. Jeffery P. Robertson

    | | Fiscal 2024 Proxy Statement | 30 | | | | |

  33. Donald E. Walther

    Donald E. Walther

  34. Donald E. Walther

    | | Mr. Walther was appointed the Chief Legal Officer at Comtech in January 2024. 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 |

  35. 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.

  36. Donald E. Walther

    | | Fiscal 2024 Proxy Statement | 31 | | | | |

  37. Director Compensation

    Director Compensation The following table provides information regarding the compensation of our non-employee directors for fiscal 2024. Mr. Peterman did not receive any additional compensation in fiscal 2024 for his service as a director and, accordingly, he has been excluded from the table. Please see the “Summary Compensation Table – Fiscal 2024” for the compensation received by Mr. Peterman with respect to fiscal 2024. In addition, Messrs. Hildebrandt, Ratigan and Traub did not serve as directors in fiscal 2024 and are excluded from the table below.

  38. Director Compensation

    | Table of Director Compensation for Fiscal 2024 | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (4)(5) | All Other Compensation | Total | | Wendi B. Carpenter | $75,863 | $130,000 | $— | $205,863 | | Bruce T. Crawford | 109,712 | 130,000 | — | 239,712 | | Lisa Lesavoy (1) | 24,041 | 130,000 | — | 154,041 | | Ellen M. Lord (2) | 83,493 | 130,000 | — | 213,493 | | Mark Quinlan | 75,863 | 130,000 | — | 205,863 | | Lawrence J. Waldman | 180,808 | 130,000 | — | 310,808 | | Directors Not Standing for Re-Election at the Annual Meeting: | | | | | | Judy Chambers (3) | 115,000 | 130,000 | — | 245,000 | | Yacov Shamash (3) | 80,863 | 130,000 | — | 210,863 |

  39. Director Compensation

    (1)Ms. Lesavoy retired from the Board effective immediately preceding the Fiscal 2023 Annual Meeting. (2)Ms. Lord resigned from the Board effective March 11, 2024. (3)Ms. Chambers and Mr. Shamash will not stand for reelection at the Fiscal 2024 Annual Meeting and will cease to serve as directors immediately following such meeting. (4)These amounts represent the aggregate grant date fair value of restricted stock or restricted stock units granted on August 11, 2023 (i.e., shortly after the end of fiscal 2023) to each of the 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"). On August 11, 2023, each of our directors received 13,904 restricted stock units, each with a grant date fair value of $9.35. Assumptions used in the calculation of these amounts are discussed in Note 11 to our consolidated audited financial statements for the fiscal year ended July 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on October 30, 2024. Ms. Lesavoy and Lord’s fiscal 2024 restricted stock unit awards were forfeited upon the termination of their service as directors in December 2023 and March 2024, respectively. (5)At July 31, 2024, Mr. Shamash and Mr. Waldman each held 12,000 outstanding stock options. At July 31, 2024, Mr. Quinlan and Ms. Carpenter each held 15,707 unvested restricted stock units; Ms. Chambers held 16,606 unvested restricted stock units; Mr. Crawford, Mr. Shamash and Mr. Waldman each held 13,904 unvested restricted stock units; and Mr. Shamash and Mr. Waldman each held 6,425 unvested shares of restricted stock. Ms. Lesavoy and Ms. Lord did not hold any outstanding equity awards with respect to the Company as of July 31, 2024. 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 Ms. Lesavoy and Ms. Lord to reflect their partial year of service. Annual cash retainers are paid in arrears and in quarterly installments. Directors may elect to receive fully-vested stock units in lieu of cash retainer amounts. For fiscal 2024, all directors elected to receive cash. No meeting fees are paid. Directors are reimbursed reasonable expenses for attending meetings. In addition, as noted in the table above, during fiscal 2024, each non-employee director received a grant of restricted stock units with a grant date fair value of $130,000.

  40. Director Compensation

    | | Fiscal 2024 Proxy Statement | 45 | | | | |

  41. Director Compensation

    For fiscal 2024, cash fees for service as a non-employee director were as set forth in the table below, pro-rated as appropriate. The cash retainers for Board and committee service for standing committees did not change as compared to fiscal 2023 except for the addition of a $10,000 cash retainer for serving as the chair of the Technology, Innovation and Cyber Committee and a $5,000 cash retainer for serving as a non-chair member of the Technology, Innovation and Cyber Committee, in each case, to be consistent with the chair and non-chair member fees paid with respect to the other standing committees other than the Audit Committee. The Science and Technology Committee and the Strategic Committee were merged with the Technology, Innovation and Cyber Committee in October 2023. The Board formed a Special Committee in August 2023 to help ensure review and determinations by independent directors with no potential related-party relationships with respect to certain potential transactions being evaluated by the Company. The chair of the Special Committee was entitled to a cash retainer of $10,000 per month and Special Committee members were entitled to a cash retainer of $5,000 per month. The Special Committee was dissolved in January 2024 following the completion of an additional investment of $45.0 million from the Strategic Investors, and the cash retainers for the chair and members were terminated effective February 1, 2024.

  42. Director Compensation

    | | $ | Wendi B. Carpenter | Judy Chambers | Bruce T. Crawford | Lisa Lesavoy | Ellen M. Lord | Mark R. Quinlan | 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 | | | | | | | | Technology, Innovation and Cyber Committee | 10,000 | | | ü | | | | | | | Science and Technology Committee | 10,000 | | | | | | | ü | | | Strategic Committee | 10,000 | ü | | | | | | | | | Special Committee | 120,000 | | | | | | | | ü | | Committee Member Fees | | | | | | | | | | | Audit Committee | 10,000 | | ü | | | ü | | ü | | | Compensation Committee | 5,000 | ü | | | ü | ü | | | ü | | Nominating and Governance Committee | 5,000 | ü | | ü | | | | ü | | | Technology, Innovation and Cyber Committee | 5,000 | ü | | | | ü | | ü | | | Science and Technology Committee | 5,000 | | | ü | | ü | | | | | Strategic Committee | 5,000 | | | ü | | | ü | | ü | | Special Committee | 60,000 | | ü | ü | | ü | | | |

  43. 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.

  44. Director Compensation

    | | Fiscal 2024 Proxy Statement | 46 | | | | |

  45. Fiscal 2024 Compensation Highlights

    Fiscal 2024 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 are designed to drive our NEOs to focus on long-term sustainable stockholder value creation. In addition to employment agreements and a retention bonus program for certain NEOs, discussed in more detail below in the section entitled “Employment Agreements, Severance and Change-in-Control Practices,” the Compensation Committee made the following executive compensation decisions for fiscal 2024: Base salaries. Approved base salary increases for Mr. Bondi and Ms. Hedden in order to improve alignment with market pay levels and address internal equity considerations. None of the other NEOs received base salary adjustments in fiscal 2024. The base salaries for Messrs. Ratigan and Robertson were determined when they joined the Company in fiscal 2024 based on market pay data, the compensation each received at their prior employer and internal equity considerations (see ‘‘Base Salary’’ in this CD&A for details). Annual incentives. For fiscal 2024, based on progress relative to the pre-established Company financial metrics and achievement of personal performance goals, as well as the NEOs’ efforts in fiscal 2024 toward progressing the Company’s strategic transformation, the Compensation Committee approved annual incentive award payouts for the NEOs ranging between $30,000 and $100,000 (see “Annual Incentive Awards” in this CD&A for additional details). Long-term incentives. Long-term incentive awards for Messrs. Bondi and Walther and Ms. Hedden with respect to fiscal 2024 were granted 60% in the form of performance-based awards and 40% in the form of restricted stock units (“RSUs”) (or 70% in the form of performance-based awards and 30% in the form of RSUs, in the case of Mr. Peterman). In lieu of receiving annual equity awards in fiscal 2024, Messrs. Ratigan and Robertson each received one-time sign-on awards consisting entirely of RSUs, with their participation in the regular annual long-term incentive program beginning in fiscal 2025. While Mr. Ratigan did not receive a fiscal 2024 long-term incentive award in fiscal 2024, pursuant to the terms of his offer of employment, he received a pro-rated fiscal 2024 long-term incentive award in fiscal 2025, delivered 60% as performance awards and 40% as RSUs. In addition, on July 31, 2024, the three-year performance period for the performance-based awards granted in fiscal 2022 ended. For the performance cycle that ended on July 31, 2024, the aggregate performance level was 40.9% of target (see “Fiscal 2022 LTPS Performance” in this CD&A for details).

  46. Compensation Governance Practices & Policies

    | 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 defined benefit plans |

  47. The Decision-Making Process

    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. During Mr. Peterman’s tenure as Chairman and CEO during fiscal 2024, and during Mr. Ratigan’s tenure as Interim CEO during fiscal 2024, each reviewed his recommendations pertaining to other executives' pay with the Compensation Committee. Neither Mr. Peterman nor Mr. Ratigan participated 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 2024, 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 during fiscal 2024. 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 2024 compensation levels, the Compensation Committee, with the support of Pearl Meyer, reviewed the Company’s existing peer group and determined that the peer companies remained relevant and size and industry appropriate for compensation benchmarking purposes. As such, no modifications were made to the fiscal 2024 compensation peer group as compared to the fiscal 2023 compensation peer group. 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. In evaluating fiscal 2024 compensation decisions, 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.

  48. The Decision-Making Process

    | Fiscal 2024 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 |

  49. The Decision-Making Process

    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. 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.

  50. Annual Incentive Awards

    Annual Incentive 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 the size and scope of their responsibility, ability to impact overall results, internal equity and relevant market data. Actual award payouts may range from zero to 200% of target, depending on performance results, and the Compensation Committee retains discretion to further adjust the award based on its assessment of Company and/or personal performance. Under the fiscal 2024 annual incentive awards, total payouts will not exceed 200% of each NEO’s stated target award opportunity. For fiscal 2024, except in the case of Mr. Robertson, each NEO’s annual incentive award opportunity for fiscal 2024 was based 75% on the achievement of three financial goals (each individually weighted at 25%) and 25% on the achievement of personal goals. Based on Mr. Robertson’s roles and responsibilities, as a segment leader and to tie a portion of his compensation to the segment that he led in fiscal 2024, his annual incentive award opportunity for fiscal 2024 was based on a combination of four financial goals (each individually weighted at 20%) and personal goals weighted at 20%.

  51. Annual Incentive Awards

    | | Fiscal 2024: NEOs’ Payout Formula (other than Mr. Robertson) | | | | | | | | Annual Incentive Target Opportunity ($)x | Financial Performance Payout (%)x | 75% | + | Personal Performance Payout (%)x | 25% | = | Annual Incentive Award Payout ($) | | | Fiscal 2024: Mr. Robertson’s Payout Formula | | | | | | | | Annual Incentive Target Opportunity ($)x | Financial Performance Payout (%)x | 80% | + | Personal Performance Payout (%)x | 20% | = | Annual Incentive Award Payout ($) |

  52. Annual Incentive Awards

    Fiscal 2024 Target Award Opportunities. NEO annual incentive target award opportunities are expressed as a percentage of base salary. None of the target award opportunities changed for fiscal 2024, except for Mr. Bondi and Ms. Hedden, which were adjusted in tandem with their respective base salaries, as explained above, to better align with current market data, internal pay equity and their expanded roles and responsibilities in fiscal 2024. For fiscal 2024, target award opportunities were as follows:

  53. Annual Incentive Awards

    | Name | Target Award Opportunity ($) | Target Award (% of Salary) | | John Ratigan(1) | $367,500 | 70% | | Michael A. Bondi | $386,250 | 75% | | Maria Hedden | $309,000 | 60% | | Donald E. Walther | $237,500 | 50% | | Jeffery P. Robertson(2) | $375,000 | 75% | | Ken. Peterman(3) | $750,000 | 100% |

  54. Annual Incentive Awards

    (1) Mr. Ratigan’s annual incentive award opportunity and performance goals for fiscal 2024 were set based upon his then-current role and responsibilities as our CCDO and were not adjusted upon his assumption of the role of Interim CEO. Mr. Ratigan’s target award opportunity for fiscal 2024 was prorated based upon his November 13, 2023 hire date and amounted to $263,074. (2) Mr. Robertson’s target award opportunity for fiscal 2024 was prorated based upon his March 12, 2024 hire date and amounted to $145,492. (3) Mr. Peterman was not eligible to receive an annual incentive award payout for fiscal 2024 due to his termination by the Company for cause on March 12, 2024.

  55. Annual Incentive Awards

    | | Fiscal 2024 Proxy Statement | 54 | | | | |

  56. Annual Incentive Awards

    Fiscal 2024 Performance Metrics, Results and Award Payouts. The Compensation Committee determines financial metrics and/or personal goals at the beginning of the fiscal year, with failure to achieve the threshold performance levels for any of the metrics or goals resulting in no payout being delivered for that component, whether it be financial or personal. Financial Performance Metrics. The fiscal 2024 financial metrics for the NEOs, other than Mr. Robertson, were based on Pre-tax Profit, Adjusted EBITDA and Free Cash Flow, each as defined below. These metrics were selected to align incentives with the Company's overall strategy of driving profitable growth, operational efficiency, and stronger cash generation. The following chart shows the fiscal 2024 goals, as well as actual results for the NEOs, other than Mr. Robertson:

  57. Annual Incentive Awards

    | Achievement Levels | | Payout % of Target | 2024 Financial Metrics (For NEOs other than Mr. Robertson) | | | | | | | Pre-tax Profit(1) (25% weighting) | Adjusted EBITDA(2) (25% weighting) | Free Cash Flow(3) (25% weighting) | | Maximum | 115% | 200% | $9,775,000 | $80,500,000 | $30,475,000 | | Target | 100% | 100% | $8,500,000 | $70,000,000 | $26,500,000 | | Threshold | 70% | 60% | $5,950,000 | $49,000,000 | $18,550,000 | | Actual Results (as defined) | | | $(9,203,000) | $45,699,000 | $(67,578,000) | | | | | Below Threshold | Below Threshold | Below Threshold | | Payout Amount | | | 0% of Target (No metric achieved threshold performance in fiscal 2024) | | |

  58. Annual Incentive Awards

    (1) Pre-Tax Profit is calculated as GAAP income (loss) before provision for taxes, adjusted to eliminate certain effects, if applicable, including: (i) stock-based compensation expense, (ii) amortization of newly acquired intangibles with finite lives, (iii) adjustments required by the adoption of new accounting standards, (iv) certain costs associated with exit or disposal activities, (v) certain expenses associated with the termination of employees, (vi) goodwill or long-lived asset impairment losses, (vii) expenses incurred in connection with a potential or actual business combination or change-in-control matters, (viii) write-off of deferred financing costs, (ix) COVID-19 related costs (in years prior to fiscal 2024), (x) strategic emerging technology costs, (xi) proxy solicitation costs, (xii) CEO transition costs and (xiii) any extraordinary items. (2) Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, depreciation expense, amortization of intangibles, amortization of stock-based compensation, amortization of cost to fulfill assets, restructuring costs, strategic emerging technology costs (for next-generation satellite technology), change in fair value of warrants and derivatives, write-off of deferred financing costs, CEO transition costs, impairment of long-lived assets, including goodwill, loss on business divestiture and, in the past, acquisition plan expenses, change in fair value of convertible preferred stock purchase option liability, COVID-19 related costs, facility exit costs, proxy solicitation costs and strategic alternatives analysis expenses and other. Although closely aligned, our definition of Adjusted EBITDA is different than EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by our investors and analysts. We believe that investors and analysts may use Adjusted EBITDA, along with other information contained in our SEC filings, including GAAP measures, in assessing our performance and comparability of our results with other companies. Our Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of our outstanding convertible preferred stock. (3) Free Cash Flow is defined as cash flows from operations, as defined by GAAP, less the amount paid in cash during the year for capital expenditures for the entities managed by the respective NEO. For NEOs with company-wide responsibilities, this metric is also increased by the amount of actual cash payments made during the fiscal year related to proxy solicitation and CEO transition costs, as applicable. For the purpose of measuring performance for annual incentives, Pre-tax Profit, Adjusted EBITDA and Free Cash Flow are non-GAAP measures due to adjustments we make to the corresponding GAAP financial measures. These adjustment items, which have been consistently defined and applied over the years, were approved by the Compensation Committee at the time the Compensation Committee established the performance targets. The Compensation Committee believes these adjustments make the performance measures fairer and more accurate as a year-over-year comparison, and the Compensation Committee keeps the probable effects of adjustments in mind in setting the annual target level for these performance metrics.

  59. Annual Incentive Awards

    | | Fiscal 2024 Proxy Statement | 55 | | | | |

  60. Annual Incentive Awards

    Mr. Robertson’s financial goals were linked to the achievement of Pre-tax Profit (as defined above), New Orders, Free Cash Flow (as defined above) and Net Sales, in each case, for the Terrestrial and Wireless Networks segment. The chart below shows the fiscal 2024 goals, as well as actual results, for Mr. Robertson:

  61. Annual Incentive Awards

    | Achievement Levels | | Payout % of Target | 2024 Financial Metrics (for Mr. Robertson only) | | | | | | | | New Orders(1) (20% weighting) | Net Sales(2) (20% weighting) | Pre-tax Profit (20% weighting) | Free Cash Flow (20% weighting) | | Maximum | 115% | 200% | $371,450,000 | $253,000,000 | $20,700,000 | $24,725,000 | | Target | 100% | 100% | $323,000,000 | $220,000,000 | $18,000,000 | $21,500,000 | | Threshold | 70% | 60% | $226,100,000 | $154,000,000 | $12,600,000 | $15,050,000 | | Actual Results (as defined) | | | $367,540,000 | $216,334,000 | $21,624,000 | $19,016,000 | | | | | 113.8% of Target | 98.3% of Target | 120.1% of Target | 88.4% of Target | | Payout Amount | | | 132.3% of Target | | | |

  62. Annual Incentive Awards

    (1) New Orders is defined as net bookings of our Terrestrial and Wireless Networks segment. Bookings consist of contracts awarded to us that are signed, funded and considered firm. Bookings do not include the value of options that may be exercised in the future on multi-year contracts, nor does it include the value of additional purchase orders that we may receive in the future. In some cases, such as contracts received from large U.S. based telecommunication companies, bookings may include the value of customer authorizations to proceed or may be computed by multiplying the most recent month’s contract or revenue by the months remaining under the existing long-term agreements, which we consider to be the best available information for anticipating revenue under those agreements. A significant portion of bookings from our U.S. commercial customers relates to large, multi-year contracts to provide state and local governments (and their agencies) with 911 public safety and location technology solutions. Although the contracts themselves represent legal, binding obligations of these governments, funding is often subject to the approval of budgets (for example, on an annual or bi-annual basis). Although funding for these multi-year contracts is dependent on future budgets being approved, we include the full estimated value of these large, multi-year contracts in our bookings given the critical nature of the services being provided and the positive historical experience of our state and local government customers passing their respective budgets. For further discussion of our bookings and backlog, see “Part I - Item 1. Business - Backlog” on page 12 of our Form 10-K filed with the SEC on October 30, 2024. (2) Net Sales is defined as net sales of our Terrestrial and Wireless Networks segment, recognized in accordance with U.S. GAAP.

  63. Annual Incentive Awards

    | | Fiscal 2024 Proxy Statement | 56 | | | | |

  64. Annual Incentive Awards

    Annual Incentive Plan Awards. Personal performance goals are typically established near the beginning of the fiscal year, and generally include financial, strategic and leadership objectives. Individual NEO performance is evaluated by the Compensation Committee by comparing actual performance to the pre-established personal goals, as well as by considering individual accomplishments and other relevant performance criteria. For fiscal 2024, achievement of personal goals was determined on a binary basis, with each personal goal earned at 5.0% (or 6.25% for Ms. Hedden), or 0%. In addition, under the terms of the fiscal 2024 annual incentive plan awards, no payout may be earned for personal performance goals if Pre-tax Profit is not positive for the performance year, with Company-wide Pre-Tax Profit used for NEOs with company-wide responsibilities and the Terrestrial and Wireless Networks segment Pre-Tax Profit used for Mr. Robertson, who is President with respect to that segment. Personal performance goals are intended to be dynamic and expected to change on an annual basis based upon the relevant business priorities for the performance year. A description of each NEO’s individual performance goals and their level of achievement for fiscal 2024 is set forth below.

  65. Annual Incentive Awards

    | Name | Fiscal 2024 Goals | Assessment / Potential Payout % | | John Ratigan | 1.Drive revenue growth and profitability 2.Enhance customer satisfaction and loyalty 3.Improve operational efficiency and effectiveness 4.Enhance leadership and talent development 5.Foster a culture of innovation and continuous improvement | Achieved 4 out of 5 Potential Payout %: 20.00% | | Michael A. Bondi | 1.Divest a particular product line 2.Improve liquidity by raising capital 3.Refinance existing credit facility 4.Strengthen CFO organization 5.Enhance automated reporting tools | Achieved 5 out of 5 Potential Payout %: 25.00% | | Maria Hedden | 1.Grow sales pipeline a certain percentage year-over-year 2.Achieve a certain dollar amount of sustainable year-over-year annualized cost savings 3.Establish strategy to transform Comtech into a systems and solutions provider 4.Establish succession plans and leadership academies for key positions | Achieved 1 out of 4 Potential Payout %: 6.25% | | Donald E. Walther | 1.Implement Contract Lifecycle Management tools with full Salesforce interoperability 2.Restructure legal team to (a) scale appropriately for revenue per lawyer, (b) align subject matter experts with supported businesses, and (c) leverage technology (e.g., matter management platform) 3.Reduce number of firms performing services for Comtech to enable better customer affinity and leverage economies of scale 4.Deploy training (e.g., global trade and contracts) to foster internal development and risk mitigation 5.Support key CEO initiatives | Achieved 3 out of 5 Potential Payout %: 15.00% | | Jeffery P. Robertson | 1.Develop a capture plan and grow revenue in new markets by a certain amount within a certain time frame 2.Achieve a certain dollar amount of sustainable year-over-year annualized cost savings 3.Establish key business objectives and succession plans for direct reports that drive execution and accountability 4.Successfully complete key development milestones to accelerate deployment of next generation 911 capabilities | Achieved 2 out of 4 Potential Payout %: 10.00% |

  66. Annual Incentive Awards

    | | Fiscal 2024 Proxy Statement | 57 | | | | |

  67. Annual Incentive Awards

    Actual awards granted to each NEO are set forth below. For the NEOs other than Mr. Robertson and Mr. Peterman, the Compensation Committee exercised discretion to waive the requirement to achieve a positive Company-wide Pre-Tax Profit and approved payouts to such NEOs ranging from $30,000 to $75,000, which was determined to be commensurate with their personal goal achievements and overall efforts in fiscal 2024 toward progressing the Company’s strategic transformation and managing through significant change. The Compensation Committee determined that this was appropriate to help ensure that payouts appropriately reflected performance relative to expectations, while considering broader business and market dynamics. The funding level for Mr. Robertson’s award was determined entirely based on results against the pre-established goals (with 132.3% achievement for the financial performance results and 10% achievement for the personal performance results); however, the Compensation Committee determined to reduce his actual payout by $107,114 in light of internal pay equity considerations, Mr. Robertson’s overall level of compensation in fiscal 2024 (including his sign-on grant of RSUs), and his potential to receive a transaction bonus related to certain Company events, including a sale of the Terrestrial and Wireless Networks segment, resulting in a weighted payout of 68.7% of target. To further strengthen alignment with common stockholders, actual awards as outlined in the table below were delivered to NEOs in shares of common stock, rounded to the nearest whole share.

  68. Annual Incentive Awards

    | Name | Target Award Opportunity ($) | Actual Award ($)(2) | | John Ratigan(1) | $367,500 | $52,500 | | Michael A. Bondi | $386,250 | $75,000 | | Maria Hedden | $309,000 | $30,000 | | Donald E. Walther | $237,500 | $60,000 | | Jeffery P. Robertson(1) | $375,000 | $100,000 |

  69. Annual Incentive Awards

    (1) Messrs. Ratigan and Robertson’s target award opportunities for fiscal 2024 were prorated based on each NEO’s hire date and amounted to $263,074 and $145,492, respectively. (2) Mr. Peterman was not eligible for an award due to his termination for cause during fiscal 2024 and was excluded from the table above.

  70. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Long-term incentive compensation is designed to align our NEOs’ awards with the long-term interests of our stockholders, as well as Comtech’s long-term business strategy and leadership talent retention goals. The Compensation Committee approved a mix of long-term incentive vehicles as follows:

  71. Long-Term Equity Incentive Awards

    | Award Type | Design At-a-Glance | | Performance Awards | Performance awards 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. For fiscal 2024, performance awards were delivered in a combination of long-term performance shares (“LTPS”) and long-term performance cash (“LTPC”) (the “Performance Awards”). If the performance goals are achieved, the Performance Awards earned will vest and be paid out following the end of the three-year performance period. | | RSUs | RSUs granted to NEOs in fiscal 2024 vest in equal installments each year on the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. Under certain circumstances, such awards also allow for partial vesting for terminated recipients with three or more years of service. |

  72. Long-Term Equity Incentive Awards

    | | Fiscal 2024 Proxy Statement | 58 | | | | |

  73. Long-Term Equity Incentive Awards

    During fiscal 2024, long-term incentive awards were granted to Messrs. Bondi and Walther and Ms. Hedden using a mix of 60% Performance Awards and 40% RSUs. Mr. Peterman’s long-term incentive awards were granted 70% in the form of Performance Awards and 30% in the form of RSUs. In lieu of receiving annual equity awards in fiscal 2024, Mr. Ratigan and Mr. Robertson each received one-time sign-on awards consisting entirely of RSUs, with their participation in the Company’s regular annual long-term incentive program to begin in fiscal 2025. While Mr. Ratigan did not receive a fiscal 2024 long-term incentive award in fiscal 2024, pursuant to the terms of his offer of employment, he received a pro-rated fiscal 2024 long-term incentive award in fiscal 2025 with a grant date value of $715,847, delivered 60% in performance awards and 40% as RSUs. At the time of his hiring in November 2023 (i.e., prior to shareholder approval of the 2023 Plan in December 2023), the deferral of Mr. Ratigan’s fiscal 2024 awards to fiscal 2025 was done to conserve shares in the then existing 2000 Plan. Fiscal 2024 Annual Grants. For fiscal 2024, the NEOs received long-term incentive awards as follows (excluding any one-time grants or awards):

  74. Long-Term Equity Incentive Awards

    | Name | Value of RSUs ($) | Target Value of Performance Awards ($) | Estimated Fair Value of Awards(1) ($) | | John Ratigan(2) | $— | $— | $— | | Michael A. Bondi | $289,500 | $434,250 | $723,750 | | Maria Hedden | $280,400 | $420,600 | $701,000 | | Donald E. Walther | $165,000 | $247,500 | $412,500 | | Jeffery P. Robertson(3) | $— | $— | $— | | Ken A. Peterman | $1,020,000 | $2,380,000 | $3,400,000 |

  75. Long-Term Equity Incentive Awards

    (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 11, 2023, which was $9.35. Mr. Peterman’s award was granted on August 14, 2023, with a grant date fair value per share of $9.48. Mr. Peterman’s award was subsequently cancelled upon his termination for cause in March 2024. For ASC 718 purposes, the grant date fair value per share for the August 11, 2023 and August 14, 2023 grants was $11.57 and $11.73, respectively. (2) Mr. Ratigan received a one-time, new hire award of RSUs with a grant date fair value of $200,000, which is not included in the table above. This amount was determined based on the closing price of our Common Stock on June 3, 2024 of $2.57 per share. This award will vest 33 1/3% on each of the first through third anniversaries of the grant, subject to Mr. Ratigan’s continued employment through the vesting date. In addition, the long-term incentive awards Mr. Ratigan was eligible to receive for fiscal 2024 were deferred until fiscal 2025 in accordance with the terms of his offer of employment and, thus, were not included in the table above. The deferral of awards to fiscal 2025 was made to conserve shares in the then existing 2000 Plan. In early fiscal 2025, Mr. Ratigan received the pro-rated fiscal 2024 long-term incentive awards with a grant date value of $715,847. (3) Mr. Robertson 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 June 3, 2024 of $2.57 per share. This award will vest 33 1/3% on each of the first through third anniversaries of the grant, subject to Mr. Robertson’s continued employment through the vesting date. In determining the actual amount of annual grants of long-term incentive awards for each NEO, the Compensation Committee considered each individual NEO’s past and expected overall performance and his or her potential impact on our future success and held a view toward maintaining aggregate internal pay equity.

  76. Long-Term Equity Incentive Awards

    | | Fiscal 2024 Proxy Statement | 59 | | | | |

  77. Long-Term Equity Incentive Awards

    A Closer Look at Long-Term Performance Awards. The Compensation Committee believes that Performance Awards provide appropriate incentives for management to focus on long-term financial results, and that these performance goals correlate with the value of our Common Stock. Recipients can earn between 0% and 200% of their target award opportunity. The actual portion of the Performance Awards that are earned and vested and the value of the Performance Awards that is paid out, are based on the achievement of predetermined metrics at the end of a three-year performance period, as outlined below:

  78. Long-Term Equity Incentive Awards

    | Fiscal 2024 Performance Awards (August 1, 2023-July 31, 2026) | | | | Metric | Weighting | Detail | | Revenue | 33.3% | •Revenue incentivizes the delivery of an appropriate level of top-line growth | | Adjusted EBITDA | 33.3% | •Adjusted EBITDA focuses on sustained profitable growth over a three-year performance period, while continuing to provide strong accountability for returns and continues to be viewed as a core driver of the Company’s performance and stockholder value creation | | Relative TSR | 33.3% | •Measured relative to the S&P 600 Index over a three-year period •Capped at 100% of target if absolute TSR is negative •Enhances alignment with stockholders |

  79. Long-Term Equity Incentive Awards

    When designing the Company’s fiscal 2024 executive compensation program, the Compensation Committee evaluated a range of performance metrics for purposes of the Company’s incentive programs and considered input from management and Pearl Meyer. Based on such review, the Compensation Committee determined to use Adjusted EBITDA in both the annual and long-term incentive programs as it was viewed as a core measure of performance, combined in each case with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and stockholder returns over both the short-term and long-term horizons. In determining specific target levels for Performance Award goals at the beginning of fiscal 2024, the Compensation Committee established Revenue and Adjusted EBITDA goals which were intended to motivate our executive officers to target long-term growth opportunities, while the rTSR metric was intended to strengthen stockholder and market-practice alignment. The Compensation Committee established goals designed to be challenging at target for fiscal 2024 and applied an annual positive growth factor for each of the years in the three-year performance period for both Revenue and Adjusted EBITDA. In order to receive any shares or cash payout under an LTPS or LTPC award, a NEO must achieve threshold performance levels on at least one goal. Awards are capped at 200% of target. Also, if the Company’s TSR performance is negative, but rTSR would have resulted in a payout above target, the rTSR payout is capped at 100% of target. For fiscal 2024, the Compensation Committee revised the shape of the curve to increase the threshold performance criteria for both Adjusted EBITDA and Revenue, requiring greater rigor to vest with respect to a performance award in the first instance, while further incentivizing Company management to exceed target metrics by decreasing the amount required to earn a maximum payout. Thus, while the Compensation Committee lowered the maximum achievement percentage from 200% to 115% in fiscal 2024, the Compensation Committee made such adjustment to balance the fact that it also increased the threshold achievement percentage from 70% to 85%. Accordingly, such adjustments were not done in isolation; rather as a wholistic and balanced change to create higher hurdles for our NEOs, but also offering them an opportunity to be rewarded for over-achievement.

  80. Long-Term Equity Incentive Awards

    | | Fiscal 2024 Proxy Statement | 60 | | | | |

  81. Long-Term Equity Incentive Awards

    | Performance Level | Performance Metrics & Objectives | | | Portion of Target Performance Award Earned | | | Revenue | Adjusted EBITDA | rTSR (Percentile Achievement) | | | Threshold | 85% of Target | | 25th Percentile | 50% | | Target | 100% of Target | | 50th Percentile | 100% | | Maximum | 115% of Target | | 75th Percentile | 200% |

  82. Long-Term Equity Incentive Awards

    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. Fiscal 2022 LTPS Performance (August 1, 2021 - July 31, 2024) Results and Payouts. On July 31, 2024, the three fiscal-year performance period for the LTPS granted in fiscal 2022 ended. For these awards, for the current, then-serving NEOs at the time of the grant, the performance goal for revenues was achieved at 81.9% of target and the performance goal for Adjusted EBITDA was below threshold. As each performance goal was weighted 50%, the aggregate performance level was 40.9% of target. The three-year target revenue goal was $1.925 billion, with actual performance equal to $1.577 billion. The three-year target Adjusted EBITDA goal was $253.3 million, with actual performance equal to $138.5 million. Such three-year targets for Revenue and Adjusted EBITDA were designed to be challenging, but achievable with strong performance, with the goals developed based on forecasted fiscal 2022 results at the time the goals were set, with year-over-year growth rate factors applied in each of fiscal 2023 and fiscal 2024. Such targeted goals were not disclosed at that time due to competitive reasons. Based on these results, the current, then-serving NEOs received the shares set forth in the table below. Ms. Hedden was not eligible to receive any LTPS shares earned because she voluntarily terminated her employment with the Company on September 13, 2024, prior to the certification date with respect to her LTPS award.

  83. Long-Term Equity Incentive Awards

    | Name | Target LTPS Granted | LTPS Shares Earned (1) | | Michael A. Bondi | 5,976 | 2,447 | | Maria Hedden | 2,833 | — |

  84. Long-Term Equity Incentive Awards

    (1) LTPS shares earned from the fiscal 2022 grant were vested and issued in fiscal 2025.

  85. Recoupment (“Clawback”) Policy

    Recoupment (“Clawback”) Policy In connection with the Nasdaq’s adoption of listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, during 2023 the Compensation Committee adopted a Dodd-Frank Policy on Recoupment of Incentive Compensation, which provides for the recoupment of compensation of certain of the Company’s current and former executive officers in certain circumstances in the event of a restatement of financial results by the Company. In addition, the terms of the equity awards (both performance-based and time-based) granted to each of our NEOs provide that in the event the NEO award holder engages in “detrimental activity” prior to or during the one-year period following the later (or, in the case of the performance awards, earlier) of the award holder’s termination of employment or the vesting (or, in the case of stock options, exercise) of the award, or in the case of restricted stock unit awards under the 2000 Plan during the one-year period following vesting of the award, then the Compensation Committee may direct the clawback of such awards and require repayment of any amounts realized in connection with the vesting or settlement of such awards (in the case of the LTPS and LTPC awards and stock option awards, within one year following such detrimental activity, and in the case of other time-based awards under the 2023 Plan, at any time). “Detrimental Activity” has the meaning defined in the 2023 Plan and the 2000 Plan, as applicable, and includes disclosure of confidential information, actions by the NEO which could constitute grounds for a “for cause” termination, certain competitive activities, certain disparaging actions, breach of a material agreement with the Company or an affiliate, and breach of the Company’s standards of business conduct. The Company believes that including a detrimental activity clawback in equity award agreements, including time-based equity award agreements, further aligns the Company with corporate governance “best practices” and provides the Company with a contractual entitlement to recovery. Similarly, the retention bonus agreements (as described in further detail under “Employment Agreements, Severance and Change-in-Control Practices” below) between the Company and Messrs. Bondi and Walther and Ms. Hedden provide that in the event the executive engages in certain detrimental activity (which includes various forms of employee misconduct) prior to or during the one-year period following the final payment date of the retention bonus, then the Company may direct (at any time, within one year thereafter) that all payments received under the retention bonus agreement will be immediately forfeited to the Company and the executive will be required to immediately pay over the total of any net payments received.

  86. Employment Agreements, Severance and Change-in-Control Practices

    Employment Agreements, Severance and Change-in-Control Practices Employment Arrangements. During fiscal 2024, the Company was party to an employment agreement with Mr. Peterman and a change-in-control and severance agreement with Mr. Bondi. In addition, after working 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, the Compensation Committee approved employment agreements with each of Messrs. Ratigan, Robertson and Walther and Ms. Hedden. In connection with Mr. Ratigan’s appointment to the position of Interim CEO, his employment agreement was subsequently amended in March 2024 to reflect his promotion. Under the terms of this amendment, Mr. Ratigan became entitled to receive a $10,000 monthly stipend for each month or portion thereof during which Mr. Ratigan served as Interim CEO, as well as a potential bonus to be awarded at the discretion of our Board upon the completion of his term as Interim CEO. Upon Mr. Ratigan assuming the role of President and CEO and entering into a new employee agreement, it was agreed that no discretionary bonus would be paid in connection with the conclusion of Mr. Ratigan’s service as Interim CEO.

  87. Employment Agreements, Severance and Change-in-Control Practices

    | | Fiscal 2024 Proxy Statement | 63 | | | | |

  88. Employment Agreements, Severance and Change-in-Control Practices

    With respect to Mr. Robertson’s employment agreement, among other payments and benefits described herein (e.g., his $300,000 one-time, new hire grant of RSUs and severance benefits), in order to reflect Mr. Robertson’s unique and instrumental role in any future change-in-control transaction, and to induce him to accept employment in light of any potential change-in-control transaction, the employment agreement provides for the payment of a bonus in connection with the consummation of certain qualifying transactions (a “transaction bonus”), as described in greater detail under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below. The transaction bonus ranges from a minimum of $1,500,000 and a maximum of $5,100,000. This transaction bonus award opportunity is separate from any severance entitlement and was determined after considering the potential value to be received by the Company and its shareholders as a result of a qualifying transaction and as an inducement for Mr. Robertson to accept a position with the Company notwithstanding a potential transaction. Following the end of fiscal 2024, effective as of October 28, 2024 in connection with his appointment to the position of President and CEO, Mr. Ratigan entered into a new employment agreement with the Company. This new employment agreement provides for a variety of payments and benefits, including: (i) an annualized base salary of $750,000; (ii) an annual bonus target opportunity of 100% of base salary (with a maximum bonus opportunity of 200% of base salary or such higher amount as is provided to other similarly situated senior executives of the Company for the applicable fiscal year); (iii) an annual grant of RSUs each year during the term of the agreement with a grant date value of $400,000, subject to vesting in equal annual installments over a three-year period; (iv) an annual grant each year during the term of the agreement of a target number of long-term performance awards with a grant date value of $800,000, 25% of which will ultimately be settled in cash, and 75% of which will be settled in Company common stock, with vesting based on performance over a three-year performance period; (v) a one-time grant of 100,000 long-term performance shares which will vest subject to achievement of certain stock price targets, and (vi) severance benefits upon a qualifying termination of employment. Each of the employment agreements with our NEOs, as in effect at the end of fiscal 2024, provided for the payment of severance in the event of certain qualifying terminations of employment, as described in further detail under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below. The severance terms were determined after consultation with the Compensation Committee’s independent compensation consultant. In connection with their departures from the Company, neither Mr. Peterman nor Ms. Hedden received severance benefits under the terms of their employment agreements. 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. Retention Agreements. On April 26, 2024, following consultation with the Company’s compensation and legal advisors, the Compensation Committee approved the issuance of retention agreements to certain executive officers of the Company, including Messrs. Bondi and Walther and Ms. Hedden. These retention agreements were issued in order to incentivize the Company’s executive officers to remain with the Company as the Company undergoes the process of reorganizing under new leadership. Under their terms, the retention agreements provide for cash bonuses payable on the first scheduled payroll date following the three, six, nine, and twelve month anniversaries of the effective date (which was May 1, 2024), provided that the executive remains continuously employed through the payment date (and is not within a resignation period as of such date); provided further, that if the executive’s employment is terminated by the Company without cause (as defined in the retention bonus agreements) before all payments thereunder have been made, then the executive will be entitled to receive a pro-rata portion of the bonus, subject to the executive’s timely execution and non-revocation of a release of claims. In addition, as described above, bonus payments under the retention agreements may be subject to clawback in the event that the executive engages in certain detrimental activity. The first vesting event and payout under these retention agreements occurred after our fiscal year end, in August 2024.

  89. Employment Agreements, Severance and Change-in-Control Practices

    | | Fiscal 2024 Proxy Statement | 64 | | | | |

  90. Employment Agreements, Severance and Change-in-Control Practices

    Pursuant to the terms of these retention agreements, Mr. Bondi and Ms. Hedden were each entitled to receive a potential maximum cash bonus of $334,750, and Mr. Walther was entitled to receive a potential maximum cash bonus of $308,750. As a result of her resignation, Ms. Hedden forfeited the unpaid portion of her retention bonus. Mr. Ratigan voluntarily forwent participation in the program. Future award payouts, if any, for participating NEOs will be disclosed in the fiscal 2025 proxy statement, following the program’s completion.

  91. Executive Compensation

    | Summary Compensation Table - Fiscal 2024 | | | | | | | | | | 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 ($) | | John Ratigan | 2024 | 373,558 | — | — | 252,500 | — | 52,108 | 678,166 | | Interim | 2023 | — | — | — | — | — | — | — | | Chief Executive Officer | 2022 | — | — | — | — | — | — | — | | Michael A. Bondi | 2024 | 515,000 | — | — | 901,864 | — | 22,883 | 1,439,747 | | Chief Financial Officer | 2023 | 386,636 | — | — | 1,005,769 | — | 20,356 | 1,412,761 | | | 2022 | 351,488 | — | — | 431,357 | 64,076 | 17,923 | 864,844 | | Maria Hedden | 2024 | 515,000 | — | — | 830,879 | — | 13,856 | 1,359,735 | | Former Chief Operating | 2023 | 509,250 | — | — | 771,626 | — | 18,775 | 1,299,651 | | Officer | 2022 | 149,231 | — | — | 488,900 | 47,096 | 5,969 | 691,196 | | Donald E. Walther | 2024 | 475,000 | — | — | 531,284 | — | 12,505 | 1,018,789 | | Chief Legal Officer and | 2023 | 155,289 | 305,683 | — | 581,642 | — | 5,115 | 1,047,729 | | Corporate Secretary | 2022 | — | — | — | — | — | — | — | | Jeffery P. Robertson | 2024 | 190,385 | — | — | 400,000 | — | 5,385 | 595,770 | | President, Terrestrial | 2023 | — | — | — | — | — | — | — | | and Wireless Networks | 2022 | — | — | — | — | — | — | — | | Ken A. Peterman | 2024 | 553,846 | — | — | 3,964,874 | — | 9,361 | 4,528,081 | | Former President and | 2023 | 692,308 | 1,000,000 | — | 3,307,270 | — | 19,258 | 5,018,836 | | Chief Executive Officer | 2022 | — | — | — | — | — | — | — |

  92. Executive Compensation

    | | Table of Grants of Plan-Based Awards - Fiscal 2024 | | | | | | | | | | | | (1) Estimated Future Payouts Under Fiscal 2024 Non-Equity Incentive Plan Awards | | | (2) Estimated Future Payouts Under Fiscal 2024 Equity Incentive Plan Awards | | | (3) All other Stock Awards: | (4) Grant Date | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Shares of Stock or Units Threshold (#) | Shares of Stock or Units Target (#) | Shares of Stock or Units Maximum (#) | Shares of Stock or Units (#) | Value of Stock Awards ($) | | John | | 184,152 | 263,074 | 460,380 | - | - | - | - | - | | Ratigan | 6/3/2024 | - | - | - | - | - | - | 77,822 | 200,000 | | | 7/31/2024 | | | | | | | 16,204 | 52,500 | | Michael A. | | 270,375 | 386,250 | 675,938 | - | - | - | - | - | | Bondi | 8/11/2023 | - | - | - | 15,481 | 30,963 | 61,926 | - | 358,242 | | | 8/11/2023 | - | - | - | 7,741 | 15,481 | 30,963 | - | 179,118 | | | 8/11/2023 | - | - | - | - | - | - | 30,963 | 289,504 | | | 7/31/2024 | - | - | - | - | - | - | 23,149 | 75,000 | | Maria | | 216,300 | 309,000 | 540,750 | - | - | - | - | - | | Hedden | 8/11/2023 | - | - | - | 14,995 | 29,990 | 59,980 | - | 346,984 | | | 8/11/2023 | - | - | - | 7,497 | 14,995 | 29,990 | - | 173,488 | | | 8/11/2023 | - | - | - | - | - | - | 29,990 | 280,407 | | | 7/31/2024 | - | - | - | - | - | - | 9,260 | 30,000 | | Donald E. | | 166,250 | 237,500 | 415,625 | - | - | - | - | - | | Walther | 8/11/2023 | - | - | - | 8,824 | 17,648 | 35,296 | - | 204,187 | | | 8/11/2023 | - | - | - | 4,412 | 8,824 | 17,648 | - | 102,088 | | | 8/11/2023 | - | - | - | - | - | - | 17,648 | 165,009 | | | 7/31/2024 | - | - | - | - | - | - | 18,519 | 60,000 | | Jeffery P. | | 98,935 | 145,492 | 261,886 | - | - | - | - | - | | Robertson | 6/3/2024 | - | - | - | - | - | - | 116,732 | 300,000 | | | 7/31/2024 | - | - | - | - | - | - | 30,865 | 100,000 | | Ken A. | | 525,000 | 750,000 | 1,312,500 | - | - | - | - | - | | Peterman | 8/14/2023 | - | - | - | 89,663 | 179,325 | 358,650 | - | 2,103,482 | | | 8/14/2023 | - | - | - | 35,865 | 71,730 | 143,460 | - | 841,392 | | | 8/14/2023 | - | - | - | - | - | - | 107,595 | 1,020,000 |

  93. Executive Compensation

    | Outstanding Equity Awards at Fiscal Year End – Fiscal 2024 | | | | | | | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares of Stock or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Stock or Other Rights That Have Not Vested ($) (3) | | John | 6/3/2024 | - | - | - | - | 77,822 | 252,143 | - | - | | Ratigan | | | | | | | | | | | Michael A. | 8/11/2023 | - | - | - | - | 30,963 | 100,320 | 15,481 | 50,160 | | Bondi | 8/11/2023 | - | - | - | - | - | - | 7,741 | 25,080 | | | 8/12/2022 | - | - | - | - | 9,685 | 31,379 | 7,264 | 23,534 | | | 8/10/2021 | - | - | - | - | 6,033 | 19,547 | - | - | | | 8/4/2020 | - | - | - | - | 3,620 | 11,729 | - | - | | | 5/28/2020 | 4,320 | 1,080 | 17.88 | 5/28/2030 | - | - | - | - | | | 8/9/2019 | - | - | - | - | 1,082 | 3,506 | - | - | | | 8/4/2015 | 10,550 | - | 28.35 | 8/4/2025 | - | - | - | - | | Maria | 8/11/2023 | - | - | - | - | 29,990 | 97,168 | 14,995 | 48,584 | | Hedden | 8/11/2023 | - | - | - | - | - | - | 7,497 | 24,292 | | | 8/12/2022 | - | - | - | - | 7,430 | 24,073 | 5,573 | 18,057 | | | 3/31/2022 | - | - | - | - | 2,860 | 9,266 | - | - | | | 3/31/2022 | - | - | - | - | 25,494 | 82,601 | - | - | | Donald E. | 8/11/2023 | - | - | - | - | 17,648 | 57,180 | 8,824 | 28,590 | | Walther | 8/11/2023 | - | - | - | - | - | - | 4,412 | 14,295 | | | 4/28/2023 | - | - | - | - | 28,986 | 93,915 | 3,773 | 12,225 | | | 4/28/2023 | - | - | - | - | 3,370 | 10,919 | - | - | | Jeffery P. | 6/3/2024 | - | - | - | - | 116,732 | 378,212 | - | - | | Robertson | | | | | | | | | |

  94. Executive Compensation

    | Table of Options Exercised and Stock Vested - Fiscal 2024 | | | | | | 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) | | John Ratigan | - | - | 16,204 | 52,500 | | Michael A. Bondi | - | - | 36,477 | 197,316 | | Maria Hedden | - | - | 13,542 | 66,682 | | Donald E. Walther | - | - | 20,204 | 63,456 | | Jeffery P. Robertson | - | - | 30,865 | 100,000 | | Ken A. Peterman | - | - | 14,173 | 120,896 |

  95. Non-Qualified Deferred Compensation - Fiscal 2024

    Non-Qualified Deferred Compensation - Fiscal 2024 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 one-year following the date of grant. All of these share deferrals are settled by issuance and delivery of shares of our common stock.

  96. Non-Qualified Deferred Compensation - Fiscal 2024

    | Name of Executive Officer | NEO Contributions In Last Fiscal Year | Registrant Contributions in Last Fiscal Year ($) | Aggregate (Loss) in Fiscal 2024 ($) (1) | Aggregate Withdrawals/ Distributions ($) (2) | Aggregate Balance at July 31, 2024 ($) | | John Ratigan | - | - | - | - | - | | Michael A. Bondi | - | - | (416,854) | (199,883) | - | | Maria Hedden | - | - | (318,857) | (154,306) | - | | Donald E. Walther | - | - | (91,145) | (43,860) | - | | Jeffery P. Robertson | - | - | - | - | - | | Ken A. Peterman | - | - | (884,016) | (428,485) | - |

  97. Non-Qualified Deferred Compensation - Fiscal 2024

    (1)The aggregate loss in fiscal 2024 reflect changes in the market value of our common stock during fiscal 2024. (2)Represents the dollar value of shares of common stock delivered to NEOs upon the settlement of the share units issued in respect of the respective NEO's fiscal 2023 non-equity incentive compensation payments.

  98. 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 2024, 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, 2024.

  99. Mr. Bondi’s Change-in-Control Agreement

    Mr. Bondi’s Change-in-Control Agreement During fiscal 2024, Mr. Bondi continued to be subject to his Tier 1 change-in-control agreement, which he first entered into with the Company in fiscal 2021 and which remains unchanged since that time. Mr. Bondi’s existing change-in-control agreement contains a “double-trigger” clause. In other words, before Mr. Bondi can receive any change-in-control payments, two events must occur: (i) a "change-in-control" (as defined in the 2020 Plan) and (ii) Mr. Bondi 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 (or, in certain cases, during the ninety (90) day period prior to such change-in-control). “Good reason” for a termination of employment during this change-in-control period is defined to mean the occurrence, without Mr. Bondi’s written consent, of one of the events specified in the Tier 1 change-in-control agreement, including: the assignment of any duties inconsistent in any material adverse respect with the NEO’s original position, authority or responsibilities or any other material adverse change in such position, authority or responsibilities (including if such NEO ceases to serve in the position held immediately prior to the occurrence of the material adverse change); a material reduction by the Company in either the NEO’s annual base salary in effect immediately prior to the change-in-control, the NEO’s annual incentive or annual equity awards; or the relocation of the principal place of such NEO’s employment to a location more than 50 miles from the location of such NEO’s place of employment on the effective date of the agreement. 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 in similar roles. Upon a change-in-control and qualifying termination on July 31, 2024, Mr. Bondi would have received the following payments and other benefits pursuant to the terms of his Tier 1 change-in-control agreement. These payments and benefits are summarized as follows: •a lump sum in cash, equal to three (3.0x) times the sum of (i) the NEO’s annual base salary in effect immediately prior to the change-in-control (or if greater, the annual base salary in effect immediately prior to the event or circumstances giving rise to a notice of termination) and (ii) an amount equal to the NEO’s target non-equity incentive award opportunity for the fiscal year in which termination of employment occurs; •health insurance continuation for three (3) years at the Company’s expense; •with respect to Mr. Bondi’s annual incentive award for the fiscal year in progress at the date of his qualifying termination (as that term is defined) and his 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: ◦for any award based on pre-set performance goals, such award will be deemed earned and vested based on the level of 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 Mr. Bondi was employed, without negative discretion and without the requirement to base such achievement on audited financial results;

  100. Mr. Bondi’s Change-in-Control Agreement

    | | Fiscal 2024 Proxy Statement | 73 | | | | |

  101. Mr. Bondi’s Change-in-Control Agreement

    ◦for any discretionary award as of the date of termination, such award will be deemed earned and vested 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 Mr. Bondi’s target non-equity incentive award opportunity for the year of termination, without negative discretion; ◦For purposes of determining these payments, if no annual incentive was established at the time of termination for the fiscal year in progress, the NEO’s annual incentive award opportunity for that year will be identical to the annual incentive award opportunity for the preceding year; and •Stock options and other equity awards (other than performance-based awards) will become immediately vested and exercisable, and any restrictions on such awards will lapse; performance-based awards will immediately vest at the maximum performance target described in the applicable award agreement. Mr. Bondi’s Tier 1 change-in-control agreement also stipulates for the following: •For the period prior to or two (2) years following the 24-month protected period after a change-in-control (subject to automatic two year renewals) (the “extended protection period”), termination of his employment by us not for cause or by Mr. Bondi for "modified good reason" would entitle him to receive the same severance payments and benefits described above for a change-in-control termination, except that (i) Mr. Bondi would receive a lump sum cash severance payment equal to two (2.0x) times (rather than three (3.0x) 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, and (ii) his healthcare benefits would continue for two (2) years (rather than three (3) years). ◦As defined in the agreement, “modified good reason” means the occurrence, without Mr. Bondi’s written consent, of either (a) the assignment of duties inconsistent in any material adverse respect with Mr. Bondi’s position, authority, or responsibilities or any other material adverse change in such position, authority, or responsibilities, or his ceasing to serve in the position held immediately prior to the occurrence of the material adverse change; (b) a material reduction by the Company in either Mr. Bondi’s (i) annual base salary (including, after the end of a change-in-control protection period) as in effect immediately prior to a change-in-control), (ii) annual incentive, or (iii) annual equity awards, or (c) the relocation of Mr. Bondi’s principal place of employment to a location more than fifty (50) miles from the location of such place of employment on the effective date of the agreement. •In the event of Mr. Bondi’s termination by reason of his death or disability (as defined in the agreement), Mr. Bondi’s time-based equity incentive awards will become fully vested as of the date for such termination, and his performance-based equity incentive awards will be treated in accordance with the underlying agreements; provided that any such performance awards granted on or after the effective date of the change-in-control agreement must provide for vesting in the event of death or disability that is no less favorable than the vesting terms applicable to the most recent performance-based equity award granted to Mr. Bondi prior to the effective date of his agreement. Our change-in-control agreement and employment agreements 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. The Tier 1 change-in-control agreement prohibits Mr. Bondi from competing (as defined) with us for a period of two years after a change-in-control. Mr. Bondi is required to execute and not revoke a release of claims in order to receive payments and benefits under the change-in-control agreement.

  102. Mr. Bondi’s Change-in-Control Agreement

    | | Fiscal 2024 Proxy Statement | 74 | | | | |

  103. Mr. Bondi’s Change-in-Control Agreement

    Mr. Bondi is also eligible to participate in our company-wide severance plan which provides U.S. employees, who are terminated by us without cause, with severance payments approximating 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.

  104. CEO Pay Ratio

    CEO Pay Ratio Presented below is information regarding the ratio of the fiscal 2024 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 2024: •We had two individuals serve as CEO. Mr. Peterman served as CEO from August 1, 2023 through March 12, 2024 and Mr. Ratigan served as CEO from March 13, 2024 through the end of our fiscal year 2024. The total annual aggregated compensation for our two CEOs for fiscal 2024 was $4,823,085, which reflects the compensation of both CEOs for the time they served. This amount differs from the aggregated amounts reported for Messrs. Peterman and Ratigan in the Total column of the “Summary Compensation Table - Fiscal Year 2024” due to the pro-ration of Mr. Ratigan’s annual salary and stock awards given Mr. Ratigan joined Comtech as the Company’s Chief Corporate Development Officer in November 2023 and was named Interim CEO effective March 13, 2024. •Our median employee's annual total compensation that would be reportable in the “Summary Compensation Table - Fiscal Year 2024” was $108,216. •Based on this information, the ratio of the annual aggregated total compensation of our two CEOs to the annual total compensation of our median employee was approximately 45:1.

  105. CEO Pay Ratio

    | | Fiscal 2024 Proxy Statement | 78 | | | | |

  106. CEO Pay Ratio

    We believe there has been no change to our employee population and compensation arrangements that we believe would result in a significant change to our pay ratio disclosure and therefore we are using the median employee that we identified for fiscal year 2023 as our median employee for fiscal year 2024. We identified our median employee in fiscal 2023 by using 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. The jurisdictions and employees excluded are as follows: Australia (9 employees); China (7 employees); France (1 employee); India (6 employees); Russia (17 employees); and Singapore (3 employees).

  107. 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 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 performance awards 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.

  108. Pay vs. Performance Table (a)

    Pay vs. Performance Table (a)

  109. Pay vs. Performance Table (a)

    | Fiscal Year | Summary Compensation Table ("SCT") Total for CEO Ratigan | SCT Total for CEO Peterman | SCT Total for CEO Porcelain | SCT Total for CEO Kornberg | Compensation Actually Paid ("CAP") to CEO Ratigan(b)(c) | 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 | | | | 2024 | $678,166 | $4,528,081 | n/a | n/a | $730,310 | ($844,512) | n/a | n/a | $1,103,510 | $501,973 | $21.01 | $95.18 | ($100) | $46 | | 2023 | n/a | $5,018,836 | $3,786,190 | n/a | n/a | $4,431,786 | $4,262,568 | n/a | $1,096,183 | $1,022,529 | $65.89 | $94.11 | ($27) | $54 | | 2022 | n/a | n/a | $3,406,465 | $8,515,624 | n/a | n/a | $995,127 | $9,690,691 | $614,731 | $378,243 | $74.06 | $89.82 | ($33) | $39 | | 2021 | n/a | n/a | n/a | $3,886,838 | n/a | n/a | n/a | $5,529,922 | $1,057,737 | $1,424,421 | $155.01 | $123.56 | ($73) | $77 |

  110. Pay vs. Performance Table (a)

    (a)Each executive that has served the Company as CEO during the last four fiscal years is displayed individually in the table above. John Ratigan has served as our CEO since March 13, 2024, following Ken Peterman who served as our CEO from August 10, 2022 to March 12, 2024, preceded by Michael Porcelain, who served as CEO from December 31, 2021, to August 9, 2022, and Fred Kornberg, who served as our CEO from 1976 until December 31, 2021. While Mr. Porcelain served as a non-CEO NEO in FY2021 as a CEO, his individual compensation amounts are not incorporated into the table above for FY2021 since he did not hold the position of CEO during that fiscal year. The amounts for “Average SCT Total for Non-CEO NEOs” and the “Average CAP to Non-CEO NEOs” for fiscal year 2023 were revised from the corresponding amounts reported in the prior year’s proxy statement, which were revised slightly to align with the final disclosed SCT figures. Average Non-CEO NEOs for each year include: -FY2024: Michael Bondi, Maria Hedden, Don Walther, Jeffery Robertson -FY2023: Michael Bondi, Maria Hedden, Don Walther, Nancy Stallone -FY2022: Michael Bondi, Maria Hedden, Nancy Stallone, Yelena Simonyuk

  111. Pay vs. Performance Table (a)

    | | Fiscal 2024 Proxy Statement | 79 | | | | |

  112. Pay vs. Performance Table (a)

    -FY2021: 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:

  113. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Ratigan | FY2024 | FY2023 | FY2022 | FY2021 | | Summary Compensation Table (SCT) Total for Mr. Ratigan | $678,166 | n/a | n/a | n/a | | - Grant date values in SCT | ($252,500) | n/a | n/a | n/a | | + Year-end fair value of unvested awards granted in the current year | $252,143 | n/a | n/a | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | $52,501 | n/a | n/a | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | n/a | n/a | | ± Forfeitures during current year equal to prior year-end fair value | n/a | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Ratigan | $730,310 | n/a | n/a | n/a |

  114. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Peterman | FY2024 | FY2023 | FY2022 | FY2021 | | Summary Compensation Table (SCT) Total for Mr. Peterman | $4,528,081 | $5,018,836 | n/a | n/a | | - Grant date values in SCT | ($3,964,874) | ($3,307,270) | n/a | n/a | | + Year-end fair value of unvested awards granted in the current year | n/a | $1,407,719 | n/a | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | n/a | $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 | n/a | | ± Forfeitures during current year equal to prior year-end fair value | ($1,407,719) | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Peterman | ($844,512) | $4,431,786 | n/a | n/a |

  115. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Porcelain | FY2024 | FY2023 | FY2022 | FY2021 | | Summary Compensation Table (SCT) Total for Mr. Porcelain | n/a | $3,786,190 | $3,406,465 | n/a | | - Grant date values in SCT | n/a | n/a | ($1,795,656) | n/a | | + Year-end fair value of unvested awards granted in the current year | n/a | n/a | $839,638 | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | 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 | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | $476,378 | ($408,209) | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Porcelain | n/a | $4,262,568 | $995,127 | n/a |

  116. Pay vs. Performance Table (a)

    | CAP Reconciliation for Mr. Kornberg | FY2024 | FY2023 | FY2022 | FY2021 | | Summary Compensation Table (SCT) Total for Mr. Kornberg | n/a | n/a | $8,515,624 | $3,886,838 | | - Grant date values in SCT | n/a | n/a | ($2,581,455) | ($1,260,008) | | + Year-end fair value of unvested awards granted in the current year | n/a | n/a | $256,967 | $1,901,342 | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | $862,964 | | + Fair values at vest date for awards granted and vested in current year | n/a | n/a | $2,274,197 | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | $1,225,358 | $138,786 | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Kornberg | n/a | n/a | $9,690,691 | $5,529,922 |

  117. Pay vs. Performance Table (a)

    | | Fiscal 2024 Proxy Statement | 80 | | | | |

  118. Pay vs. Performance Table (a)

    | CAP Reconciliation for Non-CEO NEOs | FY2024 | FY2023 | FY2022 | FY2021 | | Average Summary Compensation Table (SCT) Total for Non-CEO NEOs | $1,103,510 | $1,096,183 | $614,731 | $1,057,737 | | - Grant date values in SCT | ($666,007) | ($648,981) | ($269,328) | ($307,371) | | + Year-end fair value of unvested awards granted in the current year | $249,454 | $274,517 | $143,857 | $463,820 | | ± Change in fair value of unvested awards granted in prior years | ($224,196) | ($16,405) | ($103,433) | $183,728 | | + Fair values at vest date for awards granted and vested in current year | $66,252 | $338,728 | $27,731 | n/a | | ± Change in fair value of prior-year equity awards vested in current year | ($27,040) | ($21,513) | ($35,315) | $26,507 | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | n/a | n/a | | Average Compensation Actually Paid for Non-CEO NEOs | $501,973 | $1,022,529 | $378,243 | $1,424,421 |

  119. 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. (d)Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before interest, income taxes, depreciation expense, amortization of intangibles, amortization of stock-based compensation, amortization of cost to fulfill assets, restructuring costs, strategic emerging technology costs (for next-generation satellite technology), change in fair value of warrants and derivatives, write-off of deferred financing costs, CEO transition costs, impairment of long-lived assets, including goodwill, loss on business divestiture and, in the past, acquisition plan expenses, change in fair value of convertible preferred stock purchase option liability, COVID-19 related costs, facility exit costs, proxy solicitation costs and strategic alternatives analysis expenses and other. Although closely aligned, our definition of Adjusted EBITDA is different than EBITDA (as such term is defined in our Credit Facility) utilized for financial covenant calculations and also may differ from the definition of EBITDA or Adjusted EBITDA used by other companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by our investors and analysts. We believe that investors and analysts may use Adjusted EBITDA, along with other information contained in our SEC filings, including GAAP measures, in assessing our performance and comparability of our results with other companies. Our Non-GAAP measures reflect the GAAP measures as reported, adjusted for certain items as described herein and also excludes the effects of our outstanding convertible preferred stock.

  120. Tabular List of Financial Performance Measures Linked to FY2024 Compensation Actually Paid

    Tabular List of Financial Performance Measures Linked to FY2024 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 recently announced strategic transformation:

  121. Tabular List of Financial Performance Measures Linked to FY2024 Compensation Actually Paid

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

  122. Tabular List of Financial Performance Measures Linked to FY2024 Compensation Actually Paid

    | | Fiscal 2024 Proxy Statement | 83 | | | | |

  123. Outstanding Equity Awards

    Outstanding Equity Awards As of November 20, 2024, there will be 2,910,957 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 141,190 stock options outstanding under the 2023 Plan. As of that date, the weighted average exercise price of our outstanding stock options was $20.61, and the weighted average remaining contractual term for the outstanding stock options was 4.25 years. As noted above, as of November 20, 2024, 344,827 shares of Common Stock remained available for issuance under the 2023 Plan (assuming outstanding performance awards are counted at the maximum vesting level and that time-based RSUs previously authorized by the Board of Directors to certain employees and directors are granted prior to the Fiscal 2024 Annual Meeting of Stockholders).

  124. 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.

  125. Non-Employee Director Compensation Limit

    | | Fiscal 2024 Proxy Statement | 97 | | | | |