DEF 14A of Comtech Telecommunications Corp /De/, Jan 30, 2026

DEF 14A of Comtech Telecommunications Corp /De/

Filed Jan 30, 2026 · FY20250000023197-26-000017

Open on EDGAR

  1. Directors and Executive Officers

    Directors and Executive Officers The Board currently consists of eight directors. On January 23, 2026, Wendi B. Carpenter, a current director, notified the Board that she intends to retire from the Board and is not standing for re-election at the 2025 Annual Meeting. Accordingly, Ms. Carpenter is not included in the information below. The Board and the Company are grateful for Ms. Carpenter’s contributions and past service on the Board. The size of the Board will be reduced to seven members, effective upon the conclusion of Ms. Carpenter’s term of service at the 2025 Annual Meeting.

  2. Directors and Executive Officers

    | Name | Principal Occupation | Age | Served As Director Since | | Directors nominated by the Company/Board for election at the 2025 Annual Meeting: | | | | | Bruce T. Crawford | Lieutenant General (Retired) | 62 | 2023 | | Michael J. Hildebrandt | Senior Investment Professional, Freshford Capital | 53 | 2024 | | Mark R. Quinlan | Co-Founder and Managing Partner of White Hat Capital Partners | 54 | 2022 | | Mary Jane Raymond | Former Chief Financial Officer of Coherent Corp. | 65 | 2025 | | Lloyd A. Sprung | Managing Member of LAS Advisors | 55 | 2025 | | Kenneth Traub | Chairman, President and CEO of Comtech | 64 | 2024 | | Lawrence J. Waldman | Non-Executive Chairman of the Board of CVD Equipment Corporation | 79 | 2015 | | Executive Officers: | | | | | Michael A. Bondi | Chief Financial Officer | 52 | - | | Daniel Gizinski | President, Satellite and Space Communications Segment | 37 | - | | Jeffery P. Robertson | President, Allerium Segment | 55 | - | | Donald E. Walther | Chief Legal Officer and Corporate Secretary | 57 | - |

  3. Directors and Executive Officers

    | | Fiscal 2025 Proxy Statement | 22 | | | | |

  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 January 15, 2026.

  5. Directors and Executive Officers

    | Continuing Directors | Bruce T. Crawford | Michael J. Hildebrandt | Mark R. Quinlan | Mary Jane Raymond | Lloyd A. Sprung | 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 | ✓ | | | | | | | | White/Caucasian | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Gender | | | | | | | | | Male | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Female | | | | ✓ | | | | | Board Tenure | | | | | | | | | Years | 2 | 1 | 3 | – | – | 1 | 10 |

  6. Directors and Executive Officers

    | | Fiscal 2025 Proxy Statement | 23 | | | | |

  7. Board of Directors and Director Qualifications

    Board of Directors and Director Qualifications

  8. Board of Directors and Director Qualifications

    | Kenneth (Ken) H. Traub Chairman, President and Chief Executive Officer | | | | Key Qualifications Mr. Traub is a visionary and transformational corporate leader with a successful track record of building sustainable stockholder 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: 64 Current Public Company Boards: •Tidewater, Inc. (NYSE: TDW) (since 2018) Prior Notable Public Company Boards: •DSP Group, Inc. (Chairman) •MRV Communications (Chairman) •Intermolecular (Chairman) •Vitesse Semiconductor, Inc. •Edgio, Inc. • Nano Dimension Ltd. •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 •American Bank Note Holographics, Inc. • Voxware, Inc. Current Non-Profit Company Boards: •YPO-Gold SunFlo Chapter •Saint Andrews Property Owners Association 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 stockholder 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) |

  9. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 24 | | | | |

  10. Board of Directors 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) •Strategic Review Director Since: 2023 Age: 62 Current Public Company Boards: •Ryerson Holding Corporation (since April 2025) (NYSE: RYI) Other Notable Boards / Affiliations: •Association of the U.S. Army and Armed Forces Communications Electronics Association (AFCEA) •The George C. Marshall International Center •Avalara, Inc. (January 2021 – November 2023) 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) |

  11. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 25 | | | | |

  12. Board of Directors 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 (Chair) •Strategic Review (Chair) Director Since: 2024 Age: 53 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) |

  13. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 26 | | | | |

  14. Board of Directors and Director Qualifications

    | Mark R. Quinlan Independent Director | | | | Key Qualifications Mr. Quinlan is an investment management and banking expert with over three decades of experience, including more than 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 stakeholder engagement skills and experience advising numerous corporate boards on a wide range of complex strategic and corporate finance matters. Mr. Quinlan was appointed to the Board in 2022 in connection with the strategic investment in the Company by White Hat and Magnetar (see below under “Preferred Investors). | | Committee Membership: •Compensation (Chair) Director Since 2022 Age: 54 Current Public Company Boards: •None Education: •A.B. in Economics, Princeton University | Select Skills •Capital Markets / M&A: Mr. Quinlan brings extensive M&A and corporate finance experience. He has counseled Boards through a range of mergers, acquisitions and divestitures involving corporations across North America, Europe and Asia. •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 financial 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 mission-critical 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) |

  15. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 27 | | | | |

  16. Board of Directors and Director Qualifications

    | Mary Jane Raymond Independent Director | | | | Key Qualifications Ms. Raymond is an established finance and corporate governance professional, bringing over 30 years of global financial, operational and strategic experience across technology and business services sectors. Her expertise in leading large-scale integrations and managing major capital structure actions, such as equity raises, secured and unsecured financings, convertible instruments, and establishing inaugural credit ratings, contributes to the Board’s strategic oversight and capital allocation responsibilities. Ms. Raymond has experience in enterprise risk management, global M&A analysis, multinational financial leadership and corporate governance through senior executive roles at Coherent Corp., Hudson Global, Dun & Bradstreet, and Lucent Technologies. | | Committee Membership: •Audit •Strategic Review Director Since 2025 Age: 65 Current Public Company Boards: •Veeco Instruments Inc. (Nasdaq: VECO) (since 2019) Notable Affiliations: •St. Joseph’s University, Haub School of Business, Board of Trustees Education: •B.A. in Public Management, summa cum laude, St. Joseph’s University • MBA, Stanford Graduate School of Business • NACD Directorship Certification | Select Skills •Capital Markets / Audit: Ms. Raymond has financial leadership experience as CFO of a global NYSE-listed company, where she oversaw equity raises, major financing arrangements, and the establishment of credit ratings, along with financial reporting and audit processes. •Strategic Planning / Oversight: Ms. Raymond has led significant strategic initiatives, including multibillion-dollar acquisition integrations and business rationalization efforts, and has provided executive-level oversight as CFO and Interim CEO. •Risk Management: Ms. Raymond brings deep risk expertise from her roles as Chief Risk Officer at Dun & Bradstreet and global Internal Audit leadership, in which she established and managed enterprise risk and control frameworks. Professional Highlights Coherent Corp. (formerly II-VI Incorporated) – an engineered materials and optoelectronic components company • Chief Financial Officer (2014-2024) Hudson Global Inc – a professional recruitment and talent management firm • Advisor to the CEO (2013) • Global Chief Financial Officer (2005-2013) • Interim Chief Executive Officer (2011) Dun and Bradstreet – a business credit and marketing information supplier • Chief Risk Officer (2005) • Vice President and Corporate Controller (2002-2005) Lucent Technologies, Inc. – a global telecommunications company • Merger Integration Vice President (1998-2002) • International Finance and Controls Vice President (1997-1998) Cummins Engine Company, Inc. – a global leader in power technology • Various positions of increasing authority in general management, strategy and finance (1988-1997) |

  17. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 28 | | | | |

  18. Board of Directors and Director Qualifications

    | Lloyd A. Sprung Independent Director | | | | Key Qualifications Mr. Sprung is an established leader in finance and capital markets, with over 30 years of financial advisory, capital markets and restructuring experience. Mr. Sprung’s expertise in providing strategic advice and capital solutions to companies, including having raised over $10 billion in private and public debt and structured equity capital, contributes relevant knowledge and perspective to the Board’s strategic oversight and capital allocation responsibilities. Mr. Sprung has been directly involved in managing complex financing and restructuring transactions, which contributes to our Board discussions on risk oversight and strategic growth. Mr. Sprung has significant board experience, currently a member of numerous Boards of private companies which are, or have undergone, complex financing and recapitalization transactions. Mr. Sprung’s appointment satisfies the Company’s obligation to appoint an independent director mutually agreed by the Company and TCW Asset Management Company LLC as required by its Credit Agreement, dated June 17, 2024, and subsequently amended. | | Committee Membership: •Audit •Strategic Review Director Since: 2025 Age: 55 Current Public Company Boards: •None Other Notable Boards / Affiliations: •American Bankruptcy Institute •Turnaround Management Association Education: •B.A. in Economics, summa cum laude, University of Pennsylvania •MBA, Harvard Business School, Baker Scholar | Select Skills •Financial, Capital Markets, and Audit: Mr. Sprung has held a variety of capital markets and restructuring advisory positions with leading financial services firms, where he has successfully overseen complex financing and restructuring transactions for a variety of stakeholders, with a particular expertise in leveraged finance markets. Mr. Sprung brings this experience to his contributions to the Audit Committee’s oversight of Comtech’s capital allocation and strategy. •Strategic Planning / Oversight: Over the span of his career, Mr. Sprung has advised companies across a wide range of industries, including in technology and satellite and space sectors. As a Managing Member of LAS Advisors, and former Head of Private Debt Advisory and Restructuring at UBS, Mr. Sprung brings unique experience managing organizations and providing strategic counsel to executive leaders. •Risk Management: In his current role, prior capital markets roles and as an advisor to companies, Mr. Sprung brings deep experience managing financial and operational risk and counseling executive leaders through complex and turbulent financing and restructuring transactions. Professional Highlights LAS Advisors – an independent financial and strategic advisory firm •Managing Member (since 2024) UBS Investment Bank – a global financial services firm •Managing Director, Head of Private Debt Advisory (2022-2023) •Managing Director, Head of Restructuring (2017-2022) Evercore – a global financial services firm •Senior Managing Director, Restructuring and Debt Advisory Group (2011-2017) Miller Buckfire & Co. – an independent investment bank •Managing Director (2001-2011) Merrill Lynch & Co. – a global financial services firm •Vice President (1998-2000) |

  19. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 29 | | | | |

  20. Board of Directors 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 the Long Island Power Authority, one of the largest government utilities in the United States, for which he served as Chair of the Board of Trustees and Audit Committee Chair, and the State University of New York, one of the largest state university systems, for which he served as Audit Committee Chair of the Board of Trustees. Mr. Waldman contributes a broad base of knowledge critical to the Board’s duty to provide thoughtful, independent counsel to the Company. He 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 •Strategic Review Director Since: 2015 Age: 79 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) State University of New York – state university system •Audit Committee Chair, Board of Trustees (2015-2018) EisnerAmper LLP – a financial advisory firm •Partner-in-Charge, Commercial Audit Practice Development for Long Island (2011-2016) Long Island Power Authority – utility authority •Chair of Board of Trustees; Audit Committee Chair (2008-2014) 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) |

  21. Board of Directors and Director Qualifications

    | | Fiscal 2025 Proxy Statement | 30 | | | | |

  22. Michael A. Bondi, Chief Financial Officer, Age 52

    Michael A. Bondi, Chief Financial Officer, Age 52

  23. Michael A. Bondi, Chief Financial Officer, Age 52

    | | Mr. Bondi has been Chief Financial Officer of Comtech since October 2018 and oversees Comtech's accounting and finance, tax, treasury and risk management, information systems, SEC reporting, internal controls and investor relations functions. Prior to being named CFO, he served as Vice President, Controller of Comtech since January 2004. Through his leadership roles at Comtech, Mr. Bondi participated in numerous merger and acquisition, divestiture and complex debt financing and equity raising transactions. Prior to joining Comtech, he served as Assistant Controller at EDO Corp., which designed and manufactured products and services for defense, intelligence and commercial markets. 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 has over two decades of experience in both the aerospace and defense and critical communications markets, is a certified public accountant in New York State and holds a Bachelor of Business Administration in Accounting from Hofstra University. |

  24. Daniel Gizinski, President, Space and Satellite Segment, Age 37

    Daniel Gizinski, President, Space and Satellite Segment, Age 37

  25. Daniel Gizinski, President, Space and Satellite Segment, Age 37

    | | Daniel Gizinski was named President, Satellite and Space Communications Segment 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. 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. |

  26. Jeffery P. Robertson, President, Allerium Segment, Age 55

    Jeffery P. Robertson, President, Allerium Segment, Age 55

  27. Jeffery P. Robertson, President, Allerium Segment, Age 55

    | | Jeffery P. Robertson was appointed President of Comtech’s Allerium Segment (formerly known as the Terrestrial and Wireless Networks Segment) in March 2024. Prior to joining Comtech, Mr. Robertson served as President and CEO of Intrado Life Safety, a provider of first responder technology solutions across North America, from February 2020 to October 2023. During his tenure, he strengthened the organization’s operations, led major digital transformation initiatives, migrated legacy platforms to next-generation cloud-based architectures, improved employee retention, and enhanced the company’s go-to-market strategy. Under his leadership, Intrado Life Safety was sold in a private transaction in 2023 for $2.4 billion. Mr. Robertson has held numerous senior public-safety technology leadership roles including Senior Vice President of Public Safety at RapidSOS from March 2018 to February 2020; Chief Executive Officer of Airbus DS Communications North America; Vice President and General Manager of Intergraph’s Public Safety software division; and Chief Executive Officer of both TCI – TelControl and CML Emergency Services. He also served as the founding Executive Director of the 9-1-1 Industry Alliance. Mr. Robertson has over 18 years of experience as a reserve deputy and police officer. He completed the Executive Management Program at The Wharton School of the University of Pennsylvania and holds an undergraduate degree in Telecommunications Management from Toronto Metropolitan University. |

  28. Jeffery P. Robertson, President, Allerium Segment, Age 55

    | | Fiscal 2025 Proxy Statement | 31 | | | | |

  29. Donald E. Walther, Chief Legal Officer and Corporate Secretary, Age 57

    Donald E. Walther, Chief Legal Officer and Corporate Secretary, Age 57

  30. Donald E. Walther, Chief Legal Officer and Corporate Secretary, Age 57

    | | Mr. Walther was appointed as Comtech’s Chief Legal Officer in April 2023 and Corporate Secretary in January 2024. Mr. Walther is responsible for driving enterprise-wide legal strategy and operations, compliance, 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 (January 2022-April 2023), a global technology company, and earlier as General Counsel at Spectrum Control (June 2020-January 2022), an aerospace and defense company. He also served as General Counsel and Corporate Secretary for TopBuild Corp. (NYSE: BLD) (May 2019-April 2020), a leading installer and specialty distributor of insulation and related building material products, General Counsel for Esterline Technologies Corp. (NYSE: ESL) (May 2018-May 2019) , an aerospace and defense company, General Counsel and Corporate Secretary for The Heico Companies, LLC (April 2011-May 2018), an aerospace and electronics company, 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. |

  31. Donald E. Walther, Chief Legal Officer and Corporate Secretary, Age 57

    | | Fiscal 2025 Proxy Statement | 32 | | | | |

  32. Director Compensation

    Director Compensation The following table provides information regarding the compensation of our non-employee directors for fiscal 2025. Mr. Ratigan, who served on the Board during fiscal 2025 while he was also serving as the Company’s Chief Executive Officer and Mr. Sprung and Ms. Raymond, who did not serve as directors in fiscal 2025, are excluded from the table below.

  33. Director Compensation

    | Table of Director Compensation for Fiscal 2025 | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (6)(7) | All Other Compensation | Total | | Wendi B. Carpenter | $80,161 | $130,000 | $— | $210,161 | | Bruce T. Crawford (1) | 103,760 | 130,000 | — | 233,760 | | Michael Hildebrandt (2) | 88,929 | 91,179 | — | 180,108 | | Mark Quinlan | 80,161 | 130,000 | — | 210,161 | | Lawrence J. Waldman | 95,161 | 130,000 | — | 225,161 | | Former Independent Directors | | | | | | Ken Traub (3) | 4,121 | 97,590 | — | 101,711 | | David Kagan (4) | 3,043 | 60,192 | — | 63,235 | | Judy Chambers (5) | 36,044 | 130,000 | — | 166,044 | | Yacov Shamash (5) | 36,044 | 130,000 | — | 166,044 |

  34. Director Compensation

    (1)Mr. Crawford was appointed as Lead Independent Director on November 26, 2024 and to the Audit Committee on January 17, 2025. (2)Mr. Hildebrandt joined the Board effective November 18, 2024. (3)Mr. Traub served as a non-employee director from October 31, 2024 until November 26, 2024, when he was appointed as Executive Chairman of the Company. After November 26, 2024, Mr. Traub was not compensated as a non-employee director. (4)Mr. Kagan served on the Board for 16 days during fiscal 2025. On February 25, 2025, Mr. Kagan was granted 33,627 restricted stock units with a grant value of $1.79. Mr. Kagan forfeited all of his awards upon termination of service as a director in March 2025. (5)Ms. Chambers and Mr. Shamash did not stand for reelection at the Fiscal 2024 Annual Meeting and their service as directors ceased immediately following such meeting. Ms. Chambers and Mr. Shamash’s fiscal 2025 restricted stock unit award was vested upon the termination of service as director in January 2025. (6)These amounts represent the aggregate grant date fair value of restricted stock or restricted stock units granted on September 30, 2024 (i.e., shortly after the end of fiscal 2024) to each of the then-serving members of the Board in respect of their services on the Board, which was calculated in accordance with FASB ASC Topic 718. On October 31, 2024, Mr. Traub was granted 26,234 shares of restricted stock with a grant value of $3.72. On January 24, 2025, Mr. Hildebrandt was granted 37,216 restricted stock with a grant value of $2.45. Assumptions used in the calculation of these amounts are discussed in Note 12 to our audited consolidated financial statements for the fiscal year ended July 31, 2025, included in our Annual Report on Form 10-K, as filed with the SEC on November 10, 2025. (7)At July 31, 2025, Mr. Shamash and Mr. Waldman each held 15,000 outstanding stock options. At July 31, 2025, Mr. Quinlan and Ms. Carpenter each held 28,230 unvested restricted stock units; Mr. Crawford and Mr. Waldman each held 27,028 unvested restricted stock units; and Mr. Waldman held 3,230 unvested shares of restricted stock. Mr. Traub held 26,234 unvested shares of restricted stock; and Mr. Hildebrandt held 37,216 unvested shares of restricted stock. Ms. Chambers and Mr. Kagan did not hold any outstanding equity awards with respect to the Company as of July 31, 2025.

  35. Director Compensation

    | | Fiscal 2025 Proxy Statement | 45 | | | | |

  36. Director Compensation

    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. Chambers, Mr. Crawford, Mr. Hildebrandt, Mr. Kagan, Mr. Shamash and Mr. Traub to reflect their partial year of service on the Board and/or on Board committees, as noted in the table above. Annual cash retainers are paid in arrears and in quarterly installments. No meeting fees are paid. Directors are reimbursed reasonable expenses for attending meetings. In addition, as noted in the table above, during fiscal 2025, each non-employee director received a grant of restricted stock units with a grant date fair value of $130,000, pro-rated for their partial year of service as applicable. For fiscal 2026, the Company changed the timing of the annual grant of equity awards to non-employee directors from the beginning of the fiscal year to immediately following the fiscal 2025 Annual Meeting of stockholders. In connection with this change and in lieu of issuing stock based awards, the Board approved a one-time cash payment equal to $130,000, pro-rated over the period of time between August 1, 2025, or August 18, 2025 in the case of Mr. Sprung and December 11, 2025 in the case of Ms. Raymond, to the date of the next annual grant of equity to non-employee directors immediately following the fiscal 2025 Annual Meeting of stockholders. This payment is paid quarterly in arrears, along with the other cash retainers paid to non-employee directors. The cash retainers for Board and committee service for standing committees did not change as compared to fiscal 2025. The Board formed a Transaction Committee in January 2025 to help review and to recommend potential strategic transactions to the full Board. Non-employee Transaction Committee members were entitled to a cash retainer of $5,000 per month. The Transaction Committee was dissolved in, and the associated cash retainer was terminated, effective May 2025. At that time, the Strategic Review Committee was established and comprised solely of independent directors to assist with the review of potential strategic transactions, including financing transactions. The chair of the Strategic Review Committee is entitled to a cash retainer of $15,000 per quarter and Strategic Review Committee members are entitled to a $6,000 per quarter cash retainer. The table below reflects the Board and Board Committee service for which each director was compensated during fiscal 2025. The fee amount indicated is the annual rate for the service listed and includes a mark if a director provided the service for the full or only part of the fiscal year.

  37. Director Compensation

    | | $ | Wendi B. Carpenter | Judy Chambers | Bruce T. Crawford | Michael Hildebrandt | David Kagan | Mark R. Quinlan | Yacov A. Shamash | Ken Traub | Lawrence J. Waldman | | Director’s Annual Retainer | 60,000 | ü | 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 | | ü | | | | | | | Technology, Innovation and Cyber Committee | 10,000 | | | ü | | | | | | | | Strategic Review Committee | 60,000 | | | | ü | | | | | | | Committee Member Fees | | | | | | | | | | | | Audit Committee | 10,000 | | ü | ü | ü | ü | | ü | | | | Compensation Committee | 5,000 | ü | | | | ü | | | | ü | | Nominating and Governance Committee | 5,000 | ü | | ü | | | | ü | | | | Technology, Innovation and Cyber Committee | 5,000 | ü | | | | | | ü | | | | Transaction Committee | 60,000 | | | | ü | | | | | | | Strategic Review Committee | 24,000 | ü | | ü | | | | | | ü |

  38. Director Compensation

    | | Fiscal 2025 Proxy Statement | 46 | | | | |

  39. 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. 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.

  40. Executive Compensation

    | Summary Compensation Table - Fiscal 2025 | | | | | | | | | Name and Principal Position (1) | Fiscal Year | Salary ($) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Kenneth Traub | 2025 | 663,836 | 650,000 | 1,422,953 | 1,000,000 | 17,000 | 3,753,789 | | Chairman, President and Chief Executive Officer | 2024 | — | — | — | — | — | — | | Michael A. Bondi | 2025 | 515,000 | 334,750 | 853,033 | 458,672 | 20,000 | 2,181,455 | | Chief Financial Officer | 2024 | 515,000 | — | 901,864 | — | 22,883 | 1,439,747 | | Jeffery P. Robertson | 2025 | 544,904 | 268,125 | 541,129 | 724,219 | 15,052 | 2,093,429 | | President, Allerium Segment | 2024 | 190,385 | — | 400,000 | — | 5,385 | 595,770 | | John Ratigan | 2025 | 377,640 | — | 2,351,444 | — | 806,701 | 3,535,785 | | Former Chief Executive Officer | 2024 | 373,558 | — | 252,500 | — | 52,108 | 678,166 |

  41. Outstanding Equity Awards at Fiscal Year End – Fiscal 2025

    Outstanding Equity Awards at Fiscal Year End – Fiscal 2025 The table below sets forth the outstanding equity awards held by our NEOs as of July 31, 2025. The table below excludes Mr. Ratigan, who forfeited all equity awards he held in connection with his separation from the Company in January 2025.

  42. Outstanding Equity Awards at Fiscal Year End – Fiscal 2025

    | Outstanding Equity Awards at Fiscal Year End – Fiscal 2025 | | | | | | | | | | | 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) | | Kenneth | 1/23/2025 | - | - | - | - | 163,935 | 355,739 | 122,951 | 266,804 | | Traub | 1/23/2025 | - | - | - | - | - | - | 40,984 | 88,935 | | | 10/31/2024 | - | - | - | - | 26,234 | 56,928 | - | - | | Michael A. | 9/30/2024 | - | - | - | - | 53,266 | 115,587 | 26,633 | 57,794 | | Bondi | 9/30/2024 | - | - | - | - | - | - | 21,969 | 47,672 | | | 8/11/2023 | - | - | - | - | 20,642 | 44,793 | 15,481 | 33,593 | | | 8/11/2023 | - | - | - | - | - | - | 7,741 | 16,798 | | | 8/12/2022 | - | - | - | - | 4,842 | 10,507 | 5,015 | 10,883 | | | 8/10/2021 | - | - | - | - | 2,391 | 5,188 | - | - | | | 8/4/2020 | - | - | - | - | 1,810 | 3,928 | - | - | | | 5/28/2020 | 5,400 | - | 17.88 | 5/28/2030 | - | - | - | - | | | 8/4/2015 | 10,550 | - | 28.35 | 8/4/2025 | - | - | - | - | | Jeffery P. | 1/10/2025 | - | - | - | - | 12,107 | 26,272 | 6,054 | 13,136 | | Robertson | 9/30/2024 | - | - | - | - | 14,720 | 31,942 | 7,360 | 15,970 | | | 9/30/2024 | - | - | - | - | - | - | 21,664 | 47,010 | | | 6/3/2024 | - | - | - | - | 77,821 | 168,872 | - | - |

  43. Outstanding Equity Awards at Fiscal Year End – Fiscal 2025

    (1)All options held by the NEOs are fully vested. The August 4, 2015 option grant expired unexercised on August 4, 2025. (2)Time-based restricted stock units ("RSUs") granted on or prior to March 31, 2022 vest as to 20% of the shares initially awarded on each of the first five anniversaries of the grant date. Time-based RSUs granted thereafter vest in equal installments on the first three anniversaries of the grant date. Market value of awards is based on the $2.17 per share closing price of our common stock on July 31, 2025. (3)The performance awards granted vest over a three-year performance period if pre-established performance goals are attained (including potential attainment in years one and two of the three-year period) and service-based vesting requirements are met. The number of outstanding performance awards included in the above table, and the related payout values, assume achievement of the pre-established goals at a “threshold” level in accordance with SEC disclosure rules, except for Mr. Bondi’s August 12, 2022 award which represents final actual achievement. Market value of awards is based on the $2.17 per share closing price of our common stock on July 31, 2025.

  44. Pay Versus Performance (“PvP”) Disclosure

    Pay Versus 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” (“CAP”) 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 (“SCT”) 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. 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.

  45. Pay Versus Performance

    Pay Versus Performance

  46. Pay Versus Performance

    | Fiscal Year | SCT Total for CEO Traub (a) | SCT Total for CEO Ratigan (a) | SCT Total for CEO Peterman (a) | SCT Total for CEO Porcelain (a) | CAP to CEO Traub (a)(b)(c) | CAP to CEO Ratigan (a)(b)(c) | CAP to CEO Peterman (a)(b)(c) | CAP to CEO Porcelain (a)(b)(c) | Average SCT Total for Non- CEO NEOs | Average CAP to Non-CEO NEOs (b)(c) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return | Net Income ($mm) | | 2025 | $3,753,789.00 | $3,929,785 | n/a | n/a | $3,483,712 | $1,454,477 | n/a | n/a | $2,137,442 | $1,600,838 | $19.00 | $(155) | | 2024 | n/a | $678,166 | $4,528,081 | n/a | n/a | $730,310 | $(844,512) | n/a | $1,103,510 | $501,973 | $28.37 | $(100) | | 2023 | n/a | n/a | $5,018,836 | $3,786,190 | n/a | n/a | $4,431,786 | $4,262,568 | $1,096,183 | $1,022,529 | $88.96 | $(27) |

  47. Pay Versus Performance

    a.Each executive that has served the Company as CEO during the last three fiscal years is displayed individually in the table above. Ken Traub has served as our CEO since January 13, 2025, following John Ratigan who served as our CEO from March 13, 2024 to January 12, 2025, 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. Non-CEO NEOs for each year include: –FY2025: Michael Bondi, Jeffery Robertson –FY2024: Michael Bondi, Maria Hedden, Don Walther, Jeffery Robertson –FY2023: Michael Bondi, Maria Hedden, Don Walther, Nancy Stallone b.Deductions from, and additions to, total compensation in the SCT by year to calculate Compensation Actually Paid CAP include:

  48. Pay Versus Performance

    | CAP Reconciliation for Mr. Traub | FY2025 | FY2024 | FY2023 | | Summary Compensation Table (SCT) Total for Mr. Traub | $3,753,789 | n/a | n/a | | - Grant date values in SCT | $(1,422,953) | n/a | n/a | | + Year-end fair value of unvested awards granted in the current year | $1,152,876 | n/a | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | 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 | | ± Forfeitures during current year equal to prior year-end fair value | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Traub | $3,483,712 | n/a | n/a |

  49. Pay Versus Performance

    | CAP Reconciliation for Mr. Ratigan | FY2025 | FY2024 | FY2023 | | Summary Compensation Table (SCT) Total for Mr. Ratigan | $3,929,785 | $678,166 | n/a | | - Grant date values in SCT | $(2,745,444) | $(252,500) | n/a | | + Year-end fair value of unvested awards granted in the current year | $355,222 | $252,143 | n/a | | ± Change in fair value of unvested awards granted in prior years | $(55,514) | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | n/a | $52,501 | n/a | | ± Change in fair value of prior-year equity awards vested in current year | $(29,572) | n/a | n/a | | ± Forfeitures during current year equal to prior year-end fair value | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Ratigan | $1,454,477 | $730,310 | n/a |

  50. Pay Versus Performance

    | | Fiscal 2025 Proxy Statement | 58 | | | | |

  51. Pay Versus Performance

    | CAP Reconciliation for Mr. Peterman | FY2025 | FY2024 | FY2023 | | Summary Compensation Table (SCT) Total for Mr. Peterman | n/a | $4,528,081 | $5,018,836 | | - Grant date values in SCT | n/a | $(3,964,874) | $(3,307,270) | | + Year-end fair value of unvested awards granted in the current year | n/a | n/a | $1,407,719 | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | n/a | n/a | $1,312,501 | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | n/a | | ± Forfeitures during current year equal to prior year-end fair value | n/a | $(1,407,719) | n/a | | Compensation Actually Paid for Mr. Peterman | n/a | $(844,512) | $4,431,786 |

  52. Pay Versus Performance

    | CAP Reconciliation for Mr. Porcelain | FY2025 | FY2024 | FY2023 | | Summary Compensation Table (SCT) Total for Mr. Porcelain | n/a | n/a | $3,786,190 | | - Grant date values in SCT | n/a | n/a | n/a | | + Year-end fair value of unvested awards granted in the current year | n/a | n/a | n/a | | ± Change in fair value of unvested awards granted in prior years | n/a | n/a | n/a | | + Fair values at vest date for awards granted and vested in current year | n/a | n/a | n/a | | ± Change in fair value of prior-year equity awards vested in current year | n/a | n/a | $476,378 | | ± Forfeitures during current year equal to prior year-end fair value | n/a | n/a | n/a | | Compensation Actually Paid for Mr. Porcelain | n/a | n/a | $4,262,568 |

  53. Pay Versus Performance

    | CAP Reconciliation for Non-CEO NEOs | FY2025 | FY2024 | FY2023 | | Average Summary Compensation Table (SCT) Total for Non-CEO NEOs | $2,137,442 | $1,103,510 | $1,096,183 | | - Grant date values in SCT | $(697,081) | $(666,007) | $(648,981) | | + Year-end fair value of unvested awards granted in the current year | $290,343 | $249,454 | $274,517 | | ± Change in fair value of unvested awards granted in prior years | $(92,510) | $(224,196) | $(16,405) | | + Fair values at vest date for awards granted and vested in current year | n/a | $66,252 | $338,728 | | ± Change in fair value of prior-year equity awards vested in current year | $(37,356) | $(27,040) | $(21,513) | | ± Forfeitures during current year equal to prior year-end fair value | n/a | n/a | n/a | | Average Compensation Actually Paid for Non-CEO NEOs | $1,600,838 | $501,973 | $1,022,529 |

  54. Pay Versus Performance

    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.

  55. Pay Versus Performance

    | | Fiscal 2025 Proxy Statement | 59 | | | | |

  56. Outstanding Equity Awards

    Outstanding Equity Awards As of January 15, 2026, there were 4,736,686 full value awards issued and outstanding (that is, awards other than stock options and stock appreciation rights, and with counting performance-based awards assuming the maximum vesting level) and 96,250 stock options outstanding under the 2023 Plan. As of that date, the weighted average exercise price of our outstanding stock options was $18.13, and the weighted average remaining contractual term for the outstanding stock options was 4.16 years. As noted above, as of January 15, 2026, 166,660 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 are granted prior to the Fiscal 2025 Annual Meeting of Stockholders).

  57. Outstanding Equity Awards

    | | Fiscal 2025 Proxy Statement | 71 | | | | |

  58. Outstanding Equity Awards

    | | Table of Grants of Plan-Based Awards - Fiscal 2025 | | | | | | | | | | | | (1) Estimated Future Payouts Under Fiscal 2025 Non-Equity Incentive Plan Awards | | | (2) Estimated Future Payouts Under Fiscal 2025 Equity Incentive Plan Awards | | | (3) All other Stock Awards: | (4) Grant | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Shares of Stock or Units Threshold (#) | Shares of Stock or Units Target (#) | Shares of Stock or Units Maximum (#) | Shares of Stock or Units (#) | Date Value of Stock Awards ($) | | Ken Traub (5) | | 331,918 | 663,836 | 1,327,671 | - | - | - | - | - | | | 1/23/2025(6) | - | - | - | 40,984 | 81,967 | 163,934 | - | 255,738 | | | 1/23/2025 | - | - | - | 122,951 | 245,902 | 491,804 | - | 767,214 | | | 1/23/2025 | - | - | - | - | - | - | 163,935 | 400,001 | | Michael Bondi | | 193,125 | 386,250 | 772,500 | - | - | - | - | - | | | 9/30/2024(6) | - | - | - | 21,968 | 43,937 | 87,873 | - | 269,771 | | | 9/30/2024 | - | - | - | 26,633 | 53,266 | 106,532 | - | 327,053 | | | 9/30/2024 | - | - | - | - | - | - | 53,266 | 256,209 | | Jeff Robertson | | 193,125 | 386,250 | 772,500 | - | - | - | - | - | | | 9/30/2024(6) | - | - | - | 21,663 | 43,326 | 86,653 | - | 266,024 | | | 9/30/2024 | - | - | - | 7,360 | 14,719 | 29,438 | - | 90,375 | | | 9/30/2024 | - | - | - | - | - | - | 14,720 | 70,803 | | | 1/10/2025 | - | - | - | 6,054 | 12,107 | 24,214 | - | 63,925 | | | 1/10/2025 | - | - | - | - | - | - | 12,107 | 50,002 | | John Ratigan | | 375,000 | 750,000 | 1,500,000 | - | - | - | - | - | | | 9/30/2024(6) | - | - | - | 14,882 | 29,765 | 59,530 | - | 182,756 | | | 9/30/2024 | - | - | - | 29,765 | 59,530 | 119,060 | - | 365,514 | | | 9/30/2024 | - | - | - | - | - | - | 59,530 | 286,339 | | | 10/28/2024(6) | - | - | - | 26,042 | 52,083 | 104,167 | - | 255,208 | | | 10/28/2024 | - | - | - | 78,125 | 156,250 | 312,500 | - | 765,625 | | | 10/28/2024 | - | - | - | 25,000 | 50,000 | 100,000 | - | 96,000 | | | 10/28/2024 | - | - | - | - | - | - | 104,167 | 400,001 |

  59. Outstanding Equity Awards

    (1)Our fiscal 2025 non-equity incentive awards were granted under our 2023 Plan. Amounts presented as “Threshold” assume all personal goals were achieved, and all financial performance goals were met at the threshold level (i.e., 85% of target) resulting in an ultimate 50% payout. Amounts presented as “Maximum” assume all personal goals were achieved, as applicable, and all financial performance goals were met at the maximum level (i.e., 115% of target) resulting in an ultimate 200% payout. Amounts presented for Mr. Traub are prorated based on his hire date. (2)Performance awards which would be settled in stock and cash were granted pursuant to our 2023 Plan. Performance awards vest following the conclusion of the three-year fiscal 2025 – fiscal 2027 performance period. The ASC 718 grant date fair value of fiscal 2025 performance awards were as follows: $6.14, $4.90, $5.28 and $3.12 per share for awards granted on September 30, 2024, October 28, 2024, January 10, 2025 and January 23, 2025, respectively. Amounts presented as “Threshold” assume all performance goals were met at the threshold level (i.e., 85% of Revenue and Adjusted EBITDA targets and 25th percentile for rTSR) resulting in an ultimate 50% payout. Amounts presented as “Maximum” assume all performance goals were met at the maximum level (i.e., 115% of Revenue and Adjusted EBITDA targets and 75th percentile for rTSR) resulting in an ultimate 200% payout. For additional information regarding the performance awards, see Note (3) to the “Summary Compensation Table – Fiscal 2025.” (3)Amounts reported in this column represent time-based RSUs granted as part of the annual award and which generally vest at a rate of one-third per year on the first through the third anniversary dates of the grant date, subject to the recipient’s continued service. The grant date fair value of fiscal 2025 awards were as follows: $4.81, $3.84, $4.13 and $2.44 per share for awards granted on September 30, 2024, October 28, 2024, January 10, 2025 and January 23, 2025, respectively. (4)Assumptions used in the calculation of these amounts are discussed in Note 12 to our consolidated audited financial statements for the fiscal year ended July 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on November 10, 2025. (5)Does not include any grants to Mr. Traub while serving solely in his capacity as a non-employee director. Please see the section entitled “Director Compensation” for details regarding Mr. Traub’s fiscal 2025 equity awards granted before he was appointed as Executive Chair of the Company on November 26, 2024. (6)The performance awards set forth in these rows are cash-settled awards.

  60. Outstanding Equity Awards

    | | Fiscal 2025 Proxy Statement | 72 | | | | |

  61. 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.