DEF 14A of AeroVironment Inc, Aug 17, 2023

DEF 14A of AeroVironment Inc

Filed Aug 17, 2023 · FY20230001104659-23-092796

Open on EDGAR

  1. DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 21)

    DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 21)

  2. DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 21)

    | Name | Age | Director Since | Primary Experience | Committee Membership | # of Other Public Company Boards | | Director Nominees | | | | | | | Philip S. Davidson* | 63 | 2023 | Retired Navy Admiral, founder of Davidson Strategies, LLC and current director of two other public companies | — | 2 | | Mary Beth Long | 59 | — | Former United States Assistant Secretary of Defense for International Security Affairs | — | 0 | | Stephen F. Page*1 | 83 | 2013 | Former Chief Financial Officer of United Technologies Corporation and Chief Executive Officer of its Otis Elevator division and former director of public companies | A, NCG | 0 | | Other Directors | | | | | | | Charles Thomas Burbage* | 75 | 2013 | Former Executive Vice President and General Manager, Joint Strike Fighter Program of Lockheed Martin | C, NCG, E | 0 | | Cindy K. Lewis* | 66 | 2021 | President and Chief Executive Officer of AirBorn Consolidated Holdings, Inc. | NGC | 0 | | Catharine Merigold*2 | 67 | 2015 | Founder and Managing Partner of Vista Ventures | A, C | 0 | | Edward R. Muller* | 71 | 2013 | Former Chairman and Chief Executive Officer of GenOn Energy Inc. and current and former director of public companies | A, C, L | 1 | | Wahid Nawabi | 54 | 2016 | President and Chief Executive Officer of the company since May 2016; former Chief Operating Officer and Senior Vice President of the company and General Manager of the company’s former Efficient Energy Systems (“EES”) division | — | 0 |

  3. DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 21)

    * = Independent Director L = Lead Independent Director A = Audit Committee C = Compensation Committee E = Executive Committee NCG = Nominating and Corporate Governance Committee 1. If re-elected, the nominee will serve on the Audit Committee and Nominating and Corporate Governance Committee. Not standing for re-election at the 2023 annual meeting of stockholders.

  4. 2023 NOMINEES FOR CLASS II DIRECTORS

    2023 NOMINEES FOR CLASS II DIRECTORS The board and the Nominating and Corporate Governance Committee believe that the combination of the various qualifications, skills and experience of the director nominees would contribute to an effective and well-functioning board. They also believe that the combination of the various qualifications, skills and experiences of the director nominees individually, and when combined with the other directors, will create a board possessing the necessary qualifications to provide effective oversight of the business and strategic advice and counsel to the company’s management. Included in the biographies of the director nominees and the other directors below is an assessment of the specific qualifications, attributes, skills and experiences that such director nominees and the other members of the board provide to the board of directors and the company. Catharine Merigold, director since 2015, is not standing for re-election at the 2023 annual meeting. The board wishes to thank Ms. Merigold for her years of leadership and service to AeroVironment, and to recognize her numerous contributions to the company during her tenure on the board. Due to her decision to not stand for re-election at the 2023 annual meeting, Ms. Merigold has been excluded from the biographies and qualifications, attributes, skills and experiences disclosures below. The board nominated Mary Beth Long to fill the vacancy to be created due to Ms. Merigold’s decision not to stand for re-election to the board.

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | Philip S. Davidson | | | Director Since: | 2023 | | Age: | 63 | | Board Committees and Leadership: | None | | Summary of Experience: | Mr. Davidson has served as a member of our board of directors since June 2023. Mr. Davidson retired from the U.S. Navy in May 2021, following a highly distinguished military career which spanned nearly 39 years of service and culminated in his appointment as a four-star Admiral and in service as Commander of United States Indo-Pacific Command (INDOPACOM) from 2018 to 2021. Mr. Davidson founded and now runs Davidson Strategies LLC, a management, technical and strategic advisory firm. Mr. Davidson is currently on the board of directors of Par Pacific Holdings, Inc., an oil and gas exploration and production company, Norfolk Southern Corporation, a freight transportation network operator, and the Center for Strategic and Budgetary Assessments, an independent, non-profit policy research institute. He received a Bachelor of Science degree in Physics from the U.S. Naval Academy in 1982 and a Master of Arts in National Security and Strategic Studies from the U.S. Naval War College in 1992. He is also a Board Member at the Center for Strategic and Budgetary Assessments, an independent, non-partisan policy research institute, and serves on military advisory groups to the Sasakawa Peace Foundation USA, as well as the United States Institute of Peace. | | Specific Qualifications, Attributes, Skills and Experience | | | | Defense and Related Industry Experience From his 39 years of service in the U.S. Navy, and service on military advisory groups, Mr. Davidson brings highly relevant experience to our military-focused intelligent, multi-domain robotic systems business. He offers critical insight into the needs and demands of our UAS customers. | | | Extensive Global or International Business Experience As a result of his military service and consulting experience, Mr. Davidson has extensive international business experience, including knowledge of international military customers, which is highly relevant to our expanding international business. | | | Public Company Board Experience Mr. Davidson’s service as Director at Par Pacific Holdings, Inc. provides us with valuable corporate governance and board leadership experience. |

  7. Director Nominees

    | Mary Beth Long | | | Director Since: | n/a | | Age: | 59 | | Board Committees and Leadership: | None | | Summary of Experience: | Ms. Long is an American foreign policy expert, entrepreneur, and former U.S. Government official. From 2007-2009, Ms. Long served as the Assistant Secretary of Defense under Secretary of Defense Robert E. Gates, where she was the first woman confirmed to a four-star military equivalent position by the U.S. Senate. This role was the culmination of 17 years of intelligence and defense related government service where she held multiple leadership roles including Chair of NATO’s nuclear and missile defense High Level Group (HLG), Principal Deputy Secretary of Defense for Asia and Southeast Asia, and Deputy Secretary of Defense for Counter Narco-terrorism. Ms. Long is currently the Principle at both MB Long and Associates, PLLC, a law firm specializing in defense sales, contracting and compliance, as well as Askari Defense & Intelligence, LLC, a firm focused on international consultancy, since founding each firm in 2010. Ms. Long was also a director for Red Cat Holdings, Inc. from November 2022 through July 2023. Ms. Long additionally acted as a consultant for Global Alliance Advisors, Inc., an international advisory firm, from 2017 to Novmber 2021. In addition, Ms. Long also founded and led a highly successful government contracting firm, Metis Solutions, LLC, which she sold in 2016 to a private equity group. Ms. Long is an Honors Graduate, magna cum laude, and Phi Beta Kappa from Penn State University, where she studied the Chinese language abroad in Taiwan. She currently serves on the university’s Provost’s Global Advisory Council. She also received her law degree, with honors, from Washington and Lee School of Law. Ms. Long is a member of the Board of Directors of the International Spy Museum and the Defense Intelligence Memorial Fund. | | Specific Qualifications, Attributes, Skills and Experience | | | | Defense and Related Industry Experience Ms. Long is regularly called upon to be a policy expert based on her many post government roles, including as Senior Subject Matter Expert for the Supreme Allied Commander of NATO, Senior Advisor to the Director of USAID at the Department of State, and as a Senior International Advisor to the Minister of Defense of Colombia. Ms. Long is a member of the U.S. Chamber of Commerce Defense and Aerospace Export Council and is a Cipher Brief Expert. She also is an active member of the Council on Foreign Relations (CFR) and has presided over meetings regarding NATO, Ukraine, Afghanistan and other timely topics. From her 17 years intelligence and defense related government service, in addition to her years serving as a multi-disciplinary policy expert, Ms. Long’s experience and insight would bring exceedingly relevant experience to our military-focused intelligent, multi-domain robotic systems business. | | | Extensive Global or International Business Experience As the owner of the law firm MB Long & Associates, PLLC, specializing in export compliance and defense, as well as founding and leading multiple successful advisory firms focusing on international defense markets, Ms. Long’s international business experience would be extremely valuable to us as international business becomes an increasingly important component of our business. | | | Public Company Board Experience Ms. Long’s prior service as Director at Red Cat Holdings, Inc. would provide us with valuable corporate governance and board leadership experience. |

  8. Director Nominees

    | Stephen F. Page | | | Director Since: | 2013 | | Age: | 83 | | Board Committees and Leadership: | Member of Audit Committee and Chair of the Nominating and Corporate Governance Committee | | Summary of Experience: | Mr. Page has served as a member of our board of directors since 2013. Mr. Page served on the board of directors and audit committees of Lowe’s Companies, Inc., a home-improvement retailer, from 2003 to 2012; PACCAR, Inc., one of the largest manufacturers of medium and heavy duty trucks in the world, from 2004 to 2012; and Liberty Mutual Holding Company Inc., one of the largest property and casualty insurance companies in the U.S., where he was lead director. Before retiring in 2004, Mr. Page served in many leadership roles at United Technologies Corporation, a provider of high-technology products and services to the global aerospace and building systems industries that merged with Raytheon Corporation in April 2020 to form Raytheon Technologies Corporation, including director, Vice Chairman and Chief Financial Officer, and President and Chief Executive Officer of Otis Elevator, formerly a division of United Technologies. Mr. Page holds a B.S. in business administration from Loyola Marymount University and J.D. from Loyola Law School. | | Specific Qualifications, Attributes, Skills and Experience | | | | Chief Executive Officer and Executive Experience Mr. Page has extensive executive leadership experience at large public companies. He served as Chief Financial Officer of United Technologies, a global provider of high-technology products and support services in the aerospace and building industries with annual revenues of approximately $77 billion prior to its merger with Raytheon Corporation in April 2020, and he also served as Chief Executive Officer of Otis Elevator, a former multibillion dollar revenue generating unit of United Technologies, as Chief Financial Officer of Black & Decker Corporation, a manufacturer of power tools, and as General Counsel of the McCullough Corporation, a subsidiary of Black & Decker. | | | Extensive Global or International Business Experience Mr. Page gained extensive experience leading international businesses in his executive leadership roles at United Technologies and as a director of PACCAR. This international business experience is extremely valuable to us as international business becomes an increasingly important component of our business. | | | Defense and Related Industry Experience From his experience in leadership roles at United Technologies, Mr. Page brings highly relevant experience to our military-focused unmanned aircraft systems business. | | | Commercial Business Experience Mr. Page gained substantial experience in commercial business operations through his positions at United Technologies and Black & Decker Corporation. Mr. Page’s commercial business experience is of significant importance to the board as the company expands its commercial operations. | | | Public Company Board Experience Mr. Page’s service as Vice Chairman of United Technologies and as the Lead Independent Director at Liberty Mutual and his experience as a director of United Technologies, PACCAR and Lowe’s provides us with valuable corporate governance and board leadership experience. | | | Financial Expertise Having served as Chief Financial Officer of two major public companies and as Audit Committee Chair of Lowe’s, PACCAR and Liberty Mutual, Mr. Page brings a wealth of financial, capital allocation and audit committee experience to the company and the board. |

  9. Continuing Directors

    Continuing Directors

  10. Continuing Directors

    | Charles Thomas Burbage | | | Director Since: | 2013 | | Age: | 75 | | Board Committees and Leadership: | Chair of Compensation Committee, member of Nominating and Corporate Governance Committee and Executive Committee | | Summary of Experience: | Mr. Burbage has served as a member of our board of directors since 2013. Mr. Burbage retired from Lockheed Martin Aeronautics Company in April 2013, after a 33-year career during which he served most recently as Executive Vice President and General Manager, Joint Strike Fighter Program from 2000 to 2013. Mr. Burbage also served on active duty in the U.S. Navy as a Naval aviator and recorded more than 3,000 flight hours in 38 types of military aircraft before retiring as a Captain in the U.S. Naval Reserve in 1994. Mr. Burbage currently serves as a director of Terma North America, Inc., Chemring Group, Inc., a subsidiary of Chemring Group PLC, and GKN Aerospace North America, Inc. Mr. Burbage received a B.S. in aerospace engineering from the U.S. Naval Academy and holds an M.S. in aeronautical systems from the University of West Florida and an M.B.A. from the University of California, Los Angeles. | | Specific Qualifications, Attributes, Skills and Experience | | | | Chief Executive Officer or Executive Experience Mr. Burbage was the Lockheed Martin executive responsible for the F-35 Joint Strike Fighter program from its inception to adoption. He brings to the board the experience of managing a complex global program involving U.S. military and international customers and global industrial partners. | | | Extensive Global or International Business Experience Mr. Burbage’s leadership of the F-35 Joint Strike Fighter program involved international business development activities on a global basis. The F-35 was sold to more than 10 countries and involved a global manufacturing capability. This experience is particularly relevant to us as we pursue larger and more complex international business opportunities. | | | Defense Industry Related Experience In addition to decades of experience as an executive of Lockheed Martin, Mr. Burbage previously served as a Naval aviator and test pilot. He received numerous industry awards, including the U.S. Naval Academy/Harvard Business Review Award for Ethical Leadership. His defense industry and Naval officer experience provides important insights to the board on our largest business and customer set. | | | Science, Technology and Innovation Experience Mr. Burbage has an extensive engineering background. He has a B.S. in aeronautical engineering from the U.S. Naval Academy and an M.S. in aeronautical systems from the University of West Florida. He applied this technical and engineering knowledge as a Naval aviator and in his management roles at Lockheed Martin. This background and experience is critically important to the board because of the innovative nature and technical complexity of our products. |

  11. Continuing Directors

    | Edward R. Muller | | | Director Since: | 2013 | | Age: | 71 | | Board Committees and Leadership: | Chair of Audit Committee and member of Compensation Committee; Lead Independent Director | | Summary of Experience: | Mr. Muller has served as a member of our board of directors since 2013. Mr. Muller served as Vice Chairman of NRG Energy, Inc., a U.S.-based producer and retail supplier of electricity, from December 2012 to February 2017. Prior to the merger in 2012 of NRG and GenOn Energy Inc., Mr. Muller served as the Chairman and Chief Executive of GenOn, which also produced and sold electricity in the United States, a position he held beginning in 2010. From 2005 to 2010, Mr. Muller was Chairman and Chief Executive of Mirant Corporation, which produced and sold electricity in the United States and internationally. Previously, Mr. Muller served as President and Chief Executive Officer of Edison Mission Energy until 2000, which produced electricity in the United States and internationally. Mr. Muller previously served as Vice President, Chief Financial Officer, General Counsel and Secretary of Whittaker Corporation, a conglomerate with activities in aerospace, chemicals, healthcare and metals. Mr. Muller serves as a director of Transocean Ltd., an offshore oil and gas driller, CarbonBuilt, Inc., Concrete, AI, Inc., Equatic, Inc., Nextli Technologies, Inc., Specifx, Inc., and x/44, Inc. He previously served as a director of Contact Energy, Ltd., Edison Mission Energy, Interval, Inc., Oasis Residential, Inc., Ormat Technologies, Inc., RealEnergy, Inc., RigNet Inc., Strategic DataCorp., The Keith Companies, Inc., and Whittaker Corporation. Mr. Muller is a member of the Council on Foreign Relations and the Pacific Council on International Policy, and previously was Chairman of the U.S. — Philippines Business Committee, Co-Chairman of the International Energy Development Council and a member of the Board of Trustees of the Riverview School. Mr. Muller received his undergraduate degree from Dartmouth College and a J.D. from Yale Law School. | | Specific Qualifications, Attributes, Skills and Experience | | | | Chief Executive Officer and Executive Experience Mr. Muller brings broad and extensive executive leadership experience to our board, having served as Chief Executive Officer of large companies that produced electricity for more than 15 years and as Chief Financial Officer and General Counsel of Whittaker Corporation. | | | Public Company Board Experience Serving or having served as a director of 11 different public companies, Mr. Muller brings tremendous business and corporate governance oversight experience to the company and its board. | | | Financial Expertise Mr. Muller has extensive financial and accounting experience as a Chief Executive Officer of several energy companies and as Chief Financial Officer of Whittaker Corporation and from serving on numerous public company audit committees. Our board and Audit Committee benefit from Mr. Muller’s extensive financial and accounting experience. | | | Extensive Global or International Business Experience Mr. Muller has extensive international business experience and is a recognized expert on international policy and energy development. Besides his substantial international business experience as a Transocean Ltd. director, Mr. Muller serves as a Member of the Council on Foreign Relations and the Pacific Council on International Policy and was previously Chairman of the U.S. Philippines Business Committee and Co-Chairman of the International Energy Development Council. |

  12. Continuing Directors

    | Cindy K. Lewis | | | Director Since: | 2021 | | Age: | 66 | | Board Committees and Leadership: | Member of the Nominating and Corporate Governance Committee | | Summary of Experience: | From July 1998 to June 2023, Ms. Lewis served as the President and Chief Executive Officer of AirBorn Consolidated Holdings, Inc. She has served as Chairperson of AirBorn since November 2013. AirBorn is a middle-market, employee-owned company specializing in high reliability electronics manufacturing. Ms. Lewis has served in the manufacturing industry for over 40 years, with experience in accounting and finance, supply chain and manufacturing, information technology, business development, distribution and general management. From approximately 2006 through 2019, Ms. Lewis served in various board and officer roles for the National and Southwest Chapter of the ESOP Association, which promotes employee ownership awareness, best practices and provides strong lobbying efforts in Congress. Ms. Lewis currently serves on the Georgetown, Texas Chamber of Commerce Board of Directors. Ms. Lewis earned her Bachelor’s Degree in Accounting from The University of Texas at Arlington — College of Business and completed an Executive Development Program at The Wharton School, University of Pennsylvania. | | Specific Qualifications, Attributes, Skills and Experience | | | | Global or International Business Experience Ms. Lewis has over 20 years of international business experience while at AirBorn, including developing both a broad global supply chain and a growing a global customer base. AirBorn has manufacturing locations in Canada and Europe, as well as strong contract manufacturing relationships in Asia. Ms. Lewis’ international business experience is a valuable asset to our board as we grow our international presence and sales. | | | Science, Technology and Innovation Experience Ms. Lewis’s career includes management, development and oversight of various types of technologies. With electronic products that require heavy engineering and collaboration with customers for design, Ms. Lewis managed new product development for AirBorn, as well as new manufacturing processes and automation technologies. AirBorn filed for and received numerous patents under Ms. Lewis’ leadership. Ms. Lewis was the original architect of cybersecurity strategy for AirBorn and is the board cyber sponsor with a certificate of cybersecurity oversight from Carnegie Mellon. Ms. Lewis sponsors digital transformation and digital progression projects to ensure the company keeps pace with the rapid acceleration of software technology in all aspects of the business. | | | Related Industry Experience — Customer Relationships Ms. Lewis was directly responsible for managing various key customer relationships, ensuring service, expectations and contract negotiations provided a favorable partnering environment for both AirBorn and its customers. Four of AirBorn’s five original customers from the 1950s remained top ten OEM customers through Ms. Lewis’ retirement as President and Chief Executive Officer of AirBorn. Primary industry experience includes Military Aerospace, Medical, Semiconductor, and Energy. | | | Investment and M&A Expertise Ms. Lewis led AirBorn through five acquisitions since 2002, broadening the company’s capabilities and providing strategic market diversification. Ms. Lewis was directly involved in all negotiations with acquisition targets as well as funding for these acquisitions. Ms. Lewis directed subsequent integration activities. Ms. Lewis also led AirBorn through numerous major refinancing transactions over the years to fund acquisitions and growth capital investments. She led the selection of financial institutions for fund raising of major transactions, and was directly involved in all related contract negotiations. Ms. Lewis additionally led the strategy and execution of refinancing which transitioned AirBorn to a 100% ESOP owned subchapter S corporation in 2003. | | | Experience Scaling and Small Business Under her leadership at AirBorn, Ms. Lewis and her team successfully led the company through several levels of transition from a small connector job shop to a middle market electronics company. Ms. Lewis developed AirBorn’s growth strategy and led the execution of initiatives to achieve AirBorn’s growth. | | | Chief Executive Officer and Executive Experience Ms. Lewis served as President and Chief Executive Officer of AirBorn from 1998 to 2023, bringing significant experience and insight to the board from financial, operations and strategic growth perspectives. Her prior positions at AirBorn include Chief Operating Officer, Vice President of Manufacturing, Vice President of Supply Chain, General Manager. |

  13. Continuing Directors

    | Cindy K. Lewis | | | | Defense Industry Experience Ms. Lewis has over 30 years of experience providing high reliability products and technical solutions to the Military and Aerospace industries domestically and internationally. | | | ESG — Environmental, Social, Governance Ms. Lewis has extensive experience in regulatory compliance and ensured AirBorn maintained robust compliance and governance practices. She oversaw ESG strategy and activities, and led the company’s Diversity, Equity, Inclusion (DEI) activities. |

  14. Continuing Directors

    | Wahid Nawabi | | | Director Since: | 2016 | | Age: | 54 | | Board Committees and Leadership: | Chairman of the Board; member of the Executive Committee | | Summary of Experience: | Mr. Nawabi has served as our President and Chief Executive Officer since May 2016. Previously, Mr. Nawabi served as our President and Chief Operating Officer from January 2016 to May 2016 and as Senior Vice President and Chief Operating Officer from April 2015 to January 2016. He also served as Senior Vice President and General Manager, EES from December 2011 to April 2015. Prior to joining the company, Mr. Nawabi served as Vice President, Global Sales of Altergy Systems, a designer and manufacturer of fuel cell power systems, from March 2010 through November 2011, and as Vice President, Americas, and Vice President, Global Sales for C&D Technologies, a producer and marketer of electrical power storage and conversion products, from February 2009 through March 2010. Prior to joining C&D Technologies, Mr. Nawabi worked for 16 years with American Power Conversion Corporation, a provider of power protection products and services, in a succession of positions of increasing responsibility, most recently as Vice President, Enterprise Segment, North America and Canada. During his 16-year tenure at American Power Conversion, Mr. Nawabi was instrumental to the company’s growth into global market leadership positions in power protection and data center physical infrastructure, with significant roles in starting and growing the company’s data center physical infrastructure business and in developing and expanding the company’s business across Europe and Asia. Mr. Nawabi currently serves as the Chairman of the Board of LiquidStack, Inc. Mr. Nawabi has a B.S. in electrical engineering from the University of Maryland, College Park. | | Specific Qualifications, Attributes, Skills and Experience | | | | Chief Executive Officer and Executive Experience Mr. Nawabi brings significant executive and leadership experience to the board from his experience in various executive roles at the company since 2011 and his prior experience at Altergy Systems, C&D Technologies and American Power Conversion. | | | Extensive Knowledge of the Company’s Business Mr. Nawabi has gained extensive knowledge of our business operations since joining our company in 2011 as Senior Vice President and General Manager, EES. His knowledge of all aspects of our business, operations and products, including his current service as our President and Chief Executive Officer, allows him to bring valuable practical information and insight to the board. | | | Extensive Global or International Business Experience Through his experience as Vice President, Global Sales of Altergy Systems and of C&D Technologies, as well as his service as our Chief Operating Officer, President and Chief Executive Officer, Mr. Nawabi has gained extensive international business experience. At C&D Technologies, Mr. Nawabi helped expand and grow the business throughout Latin America, which led to the expansion of the company’s presence both in manufacturing capacity as well as sales, marketing and customer service in such regions. Additionally, Mr. Nawabi helped develop American Power Conversion’s business across Europe and Asia. As our international sales continue to increase, Mr. Nawabi’s international experience is a valuable asset to our board. | | | Science Technology and Innovation Experience As the General Manager of the company’s former EES business segment, Mr. Nawabi oversaw the launch of multiple innovative and successful new products to market and was responsible for revamping the division’s product development processes, which were eventually implemented across the company’s UAS segment as well. Additionally, while at American Power Conversion, Mr. Nawabi was instrumental in launching numerous innovative products to market, many of which were recognized as “industry firsts.” |

  15. SUMMARY OF DIRECTOR NOMINEES

    SUMMARY OF DIRECTOR NOMINEES The following information and graphics summarize the qualifications of the nominees for Class II director and the other continuing members of the board, excluding Ms. Merigold who is not standing for re-election. Based on a careful assessment, the Nominating and Corporate Governance Committee and the board have concluded that each nominee is qualified to serve as a director and that the collective board, including the nominees for election, possesses the necessary qualifications, attributes, skills and experience to provide effective oversight of the business and provide strategic advice and counsel to the company’s management. All nominees and other directors exhibit:

  16. SUMMARY OF DIRECTOR NOMINEES

    | • High integrity | • Innovative thinking | | • Proven record of success | • Knowledge of corporate governance |

  17. Our director nominees and other directors bring a balance of important skills to our boardroom

    Our director nominees and other directors bring a balance of important skills to our boardroom The fact that an item is not highlighted for a director does not mean that the director does not possess that qualification, attribute, skill or experience.

  18. Our director nominees and other directors bring a balance of important skills to our boardroom

    | | Nominees | | | Continuing Directors | | | | Totals | | | Attribute | Davidson | Long | Page | Burbage | Lewis | Muller | Nawabi | Nominees | Board | | CEO and Executive Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 3 | 7 | | Knowledge of Company Business | | | ✓ | ✓ | | | ✓ | 1 | 3 | | Defense/Aerospace Industry or Military Experience | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | 3 | 6 | | International Business Experience | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 2 | 6 | | Other Public Board Experience | ✓ | ✓ | ✓ | | | ✓ | | 3 | 4 | | Science, Technology and Innovation | | | | ✓ | ✓ | | ✓ | 0 | 3 | | Commercial Business Experience | | ✓ | ✓ | | ✓ | | ✓ | 2 | 4 | | Financial Literacy | | ✓ | ✓ | | ✓ | ✓ | ✓ | 2 | 5 | | Strategic Development Experience | | ✓ | ✓ | | ✓ | ✓ | ✓ | 2 | 5 | | Scaling Business Experience | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 2 | 6 | | Data Analytics Experience | | | | | | | ✓ | 0 | 1 |

  19. Our director nominees and other directors bring a balance of important skills to our boardroom

    Our director nominees and other continuing directors provide an effective mix of experience and fresh perspective.

  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  21. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The general policy of our board of directors is that compensation for non-employee directors should be delivered through a mix of cash and equity-based pay. We do not pay management directors for board service in addition to their regular employee compensation. Our Compensation Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The board of directors reviews the Compensation Committee’s recommendations and determines the amount of director compensation. The Compensation Committee engages an independent compensation consultant, Pay Governance LLC (“Pay Governance”), a national compensation consulting firm, to assist it in reviewing director compensation on a biennial basis. In June 2021, Pay Governance prepared a report for the Compensation Committee with non-employee director compensation data of peer companies identified by Pay Governance, which the Compensation Committee and the board of directors used in setting non-management director compensation for fiscal year 2023. In June 2022, after discussing the compensation of non-management directors with Pay Governance, the Compensation Committee recommended, and the board determined, that the annual cash retainer fees and size of the annual restricted stock awards provided to the non-management directors for their fiscal year 2023 service should remain at the same levels as in effect for fiscal year 2022. The table below presents the annual cash retainer fees for our non-employee directors in effect in fiscal year 2023.

  22. Compensation of Non-Employee Directors

    | Director Responsibilities | Annual Retainer | | Board Members | $60,000 | | Lead Independent Director | $20,000 | | Chair of Audit Committee | $20,000 | | Audit Committee Member (not including Chair) | $10,000 | | Chair of Nominating and Corporate Governance Committee | $10,000 | | Nominating and Corporate Governance Committee Member (not including Chair) | $5,000 | | Chair of Compensation Committee | $15,000 | | Compensation Committee Member (not including Chair) | $7,000 |

  23. Compensation of Non-Employee Directors

    Annual retainer amounts are paid in four equal quarterly installments at the beginning of each of our fiscal quarters if the individual is still serving as a director at such time. We also reimburse non-employee directors for out-of-pocket expenses incurred in connection with their service as a director, such as attending board or committee meetings. We also pay for travel and hospitality costs for the spouses of directors to accompany such directors to an offsite board meeting, which expenses did not exceed $10,000 in fiscal year 2023 for any director. In addition to cash retainer fees, our non-employee directors also receive an annual grant of restricted stock, which awards vest in three equal annual installments over a three-year period beginning approximately one year from the date of grant. Based on the report provided by Pay Governance in June 2021 and a subsequent discussion with Pay Governance, the Compensation Committee recommended, and the board approved, an annual grant of restricted stock awards with an aggregate value of $130,000 to each non-management director for their fiscal year 2023 service. These annual awards for fiscal year 2023 service were granted in July 2022 to our non-employee directors serving as directors at such time. Such awards vest in three equal installments on July 11, 2023, 2024 and 2025. The number of shares subject to such awards was calculated on the date of grant based on the closing price per share of our common stock on such date. Newly elected or appointed non-employee directors will be granted restricted stock awards with an aggregate value of $170,000 on the date of grant (measured by the closing price per share of our common stock subject to the awards on the date of grant). The annual and new director equity grant values were determined by the board to be competitive with non-employee director equity awards at comparable companies based on discussions with Pay Governance. Mr. Davidson was granted his new director restricted stock award in June 2023 in connection with his commencement of service on the board, which award vests in equal installments on each of July 11, 2024, 2025 and 2026. If elected, Ms. Long is expected to be granted a new director restricted stock award in September 2023 following the Annual Meeting in connection with her commencement of service on the board, which award, if granted, is expected to vest in equal installments on each of October 5, 2024, 2025 and 2026. The award agreements evidencing stock options and restricted stock awards issued to our non-employee directors provide for the acceleration of vesting and exercisability of all company stock options and restricted stock awards held by the director upon the completion of a change in control.

  24. Fiscal Year 2023 Non-Employee Director Compensation Table

    Fiscal Year 2023 Non-Employee Director Compensation Table The following table identifies the compensation paid during fiscal year 2023 to each person who served as a non-employee director during fiscal year 2023.

  25. Fiscal Year 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | All Other Compensation ($) | Total ($) | | Charles Thomas Burbage | 80,000 | 129,982 | — | 209,982 | | Charles R. Holland2 | 23,805 | 129,982 | 66,0003 | 219,787 | | Cindy K. Lewis | 65,000 | 129,982 | — | 194,982 | | Catharine Merigold | 77,000 | 129,982 | — | 206,982 | | Edward R. Muller | 107,000 | 129,982 | — | 236,982 | | Stephen F. Page | 80,000 | 129,982 | — | 209,982 |

  26. Fiscal Year 2023 Non-Employee Director Compensation Table

    1. The value of the restricted stock awards granted during fiscal year 2023 equals their grant date fair value as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 718. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Notes 13 and 14 to the financial statements included in our annual report on Form 10-K for our fiscal year ended April 30, 2023, as filed with the SEC. 2. Retired from the board and ceased serving as a director at the 2022 annual meeting of stockholders on September 23, 2022. 3. Consists of consulting fees received by Mr. Holland. Mr. Holland is currently a consultant for the company. None of the non-employee members of our board who served on the board during fiscal year 2023 held unexercised options as of April 30, 2023. The non-employee members of our board who served on the board during fiscal year 2023, held the following aggregate number of shares of unvested restricted stock as of April 30, 2023:

  27. Fiscal Year 2023 Non-Employee Director Compensation Table

    | Name | Number of Securities Underlying Unvested Restricted Stock | | Charles Thomas Burbage | 2,919 | | Charles R. Holland | 2,919 | | Cindy K. Lewis | 2,792 | | Catharine Merigold | 2,919 | | Edward R. Muller | 2,919 | | Stephen F. Page | 2,919 |

  28. Fiscal Year 2023 Non-Employee Director Compensation Table

    The following table provides a breakdown of fees earned or paid in cash during fiscal year 2023.

  29. Fiscal Year 2023 Non-Employee Director Compensation Table

    | Name | Annual Retainers ($) | Chairman of the Board, Lead Independent Director and Committee Chair Retainer Fees ($) | Committee Member Retainer Fees ($) | Total Fees ($) | | Charles Thomas Burbage | 60,000 | 15,000 | 5,000 | 80,000 | | Charles R. Holland1 | 23,805 | — | — | 23,805 | | Cindy K. Lewis | 60,000 | — | 5,000 | 65,000 | | Catharine Merigold | 60,000 | — | 17,000 | 77,000 | | Edward R. Muller | 60,000 | 40,000 | 7,000 | 107,000 | | Stephen F. Page | 60,000 | 10,000 | 10,000 | 80,000 |

  30. Fiscal Year 2023 Non-Employee Director Compensation Table

    1. Retired from the board effective upon the 2022 annual meeting of stockholders on September 23, 2022.

  31. Annual Limits on Director Compensation

    Annual Limits on Director Compensation We have adopted annual limits on the amount of compensation that any individual non-employee director may receive for service on our board of directors. Under the 2021 Equity Incentive Plan, the sum of any cash compensation, other compensation and equity awards granted to a non-employee director as compensation for services on our board during any fiscal year may not exceed $500,000 (or $700,000 for the director’s initial year of service). The board of directors may make exceptions to this limit in extraordinary circumstances, provided that the director receiving the additional compensation may not participate in the decision to award such additional compensation.

  32. Executive Summary

    For fiscal year 2023, we included six strategic objectives as components in our fiscal year 2023 bonus plan tied to each of our product lines, which included objectives such as receiving orders from certain customers, receiving orders for new products and obtaining new development program contracts. We also continued the inclusion of an Environmental, Social & Governance (“ESG”) component in our fiscal year 2023 bonus program to further our ESG priorities. Based on our performance relative to the metrics established by our Compensation Committee for annual bonus plan purposes in fiscal year 2023, our Named Executive Officers received payouts of their annual cash bonuses above target amounts. Our President and Chief Executive Officer, however, based on the overall performance of the company, voluntarily accepted a reduction in his bonus payout which resulted in him receiving only 90% of his target bonus for fiscal year 2023. Summary of Executive Compensation Best Practices Our executive compensation program is governed by policies and practices that are intended to align with industry practices and stockholder interests.

  33. Executive Summary

    | Best Practices We Maintain | | | ✓ | Majority of total potential compensation paid to executives based on our financial and company performance | | ✓ | Compensation recovery (or “clawback”) policy for the recoupment of incentive compensation of executive officers, directors and employees | | ✓ | Anti-hedging, anti-pledging and anti-short sale policies for all employees, including executives | | ✓ | Limited perquisites | | ✓ | Retention of independent compensation consultant | | ✓ | Annual risk assessment of compensation practices | | ✓ | Stock ownership guidelines requiring ownership of company stock by our Chief Executive Officer of 4x his base salary and by other Named Executive Officers of 2x their base salaries | | ✓ | Post-vesting stock retention guidelines requiring Named Executive Officers to hold 50% of net after-tax shares issued upon the vesting of equity awards until their required stock ownership levels are achieved |

  34. Executive Summary

    | Practices We Avoid | | | ✘ | No automatic or guaranteed annual base salary increases | | ✘ | No employment agreements with executive officers | | ✘ | No executive pensions | | ✘ | No single-trigger benefits upon control situations under our Severance Plan | | ✘ | No excise tax gross-up payments upon a termination after a change in control | | ✘ | No repricing or exchange of “underwater” stock options without stockholder approval | | ✘ | No minimum guaranteed vesting for performance-based equity awards |

  35. Objectives of Our Executive Compensation Program

    Objectives of Our Executive Compensation Program Our executive compensation program is designed to support our business goals and objectives by providing a link between the total compensation opportunities for our executive officers, including the Named Executive Officers, and the creation of long-term stockholder value. Specifically, our executive compensation program is designed to: • Attract, motivate and retain superior talent; • Ensure that compensation is commensurate with the company’s performance and stockholder returns; • Provide performance awards for the achievement of financial and strategic objectives that are important to our long-term growth; and • Ensure that our executive officers have financial incentives to achieve growth in stockholder value. Our compensation program is designed to achieve these objectives through a combination of the following types of compensation: base salary; annual cash incentive bonus awards; performance-based restricted stock units that will settle in fully-vested shares of common stock for multi-year performance periods, restricted stock awards subject to time-based vesting over a multi-year period; and other employee benefits. Each of these compensation components serve our interests in different ways and together represent a comprehensive pay package that can reward both the short-term and long-term performance of the company and each individual Named Executive Officer. A majority of the compensation provided to the Named Executive Officers is based on our performance, which helps align the interests of our executive officers with those of stockholders in achieving long-term financial goals for our company. Each element of our executive compensation program is discussed in greater detail below. The Compensation Committee does not affirmatively set out in any given year, or with respect to any given executive, to apportion compensation in any specific ratio among the various categories of compensation (i.e., cash and non-cash compensation, between short-term and long-term compensation, or between non-performance-based and performance-based compensation). Rather, the Compensation Committee uses the principles described above, and the factors described for each category in the discussion that follows, as a guide in assessing the proper allocation among those categories.

  36. Compensation-Setting Process

    Compensation-Setting Process The Compensation Committee is responsible for overseeing our executive compensation program, as well as determining and approving the ongoing compensation arrangements for our executive officers, including the non-CEO Named Executive Officers. The Compensation Committee reviews and recommends for approval to our full board of directors the compensation of our President and Chief Executive Officer. Generally, annual base salary adjustments for our executive officers are determined within the first quarter of each fiscal year. Annual cash bonus payouts are made within 75 days of our fiscal year end to synchronize award determinations with the conclusion of our fiscal year and the review of fiscal year financial results. Historically, long-term incentive awards have been made at the discretion of the Compensation Committee. Compensation adjustments in connection with changes in duties and/or other material changes in the primary assumptions forming the basis of a compensation decision will continue to be made as required by circumstances throughout the fiscal year. Role of Our Chief Executive Officer Typically, our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of our executive officers (except with respect to his own compensation), including base salary levels, target annual cash bonus opportunities, long-term incentive performance compensation levels and equity awards, with the assistance of our people and culture and finance departments. Our Chief Executive Officer also provides recommendations for the corporate financial objectives and strategic objectives used in our annual cash bonus plan and long-term incentive compensation program. He supports his recommendations with competitive market data developed by our people and culture department, with information provided by the Compensation Committee’s independent compensation consultant, and by reviewing the historical performance of each executive officer with the Compensation Committee. Although the Compensation Committee carefully considers the recommendations of our Chief Executive Officer when determining the compensation of our executive officers, it bases its decisions on the collective judgment of its members after considering the input of its independent compensation consultant and any relevant supporting data. While our Chief Executive Officer generally attends meetings of the Compensation Committee, the committee meets outside the presence of our Chief Executive Officer when discussing his compensation. Decisions regarding non-CEO executive officers’ compensation are made by the Compensation Committee. The Compensation Committee recommends the compensation of our Chief Executive Officer to our board of directors for approval. The Compensation Committee may delegate and grant authority to our Chief Executive Officer and/or a committee of executive officers to grant equity awards under the company’s equity incentive plan to the employees holding positions below the level of Vice President. Role of Compensation Consultant The Compensation Committee is authorized to retain the services of executive compensation advisors, as it sees fit, in connection with its oversight of our executive compensation program. In fiscal year 2023, the Compensation Committee engaged Pay Governance, a national compensation consulting firm, to provide executive compensation advisory services, including an executive officer compensation assessment. The Compensation Committee considered the independence of Pay Governance consistent with the requirements of Nasdaq Listing Rule 5605(a)(2). Further, as required under Item 407(e)(3) of Regulation S-K, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining Pay Governance. The Compensation Committee intends to reassess the independence of its compensation advisors at least annually. Competitive Market Data Each year, the Compensation Committee reviews the executive compensation practices of a group of companies in relevant industry sectors determined to be comparable to us based on their business size and public company status. In May 2022, with the assistance of Pay Governance, the Compensation Committee approved the following group of peer companies to include in a competitive market analysis of executive officer compensation for the company’s fiscal year 2023: ADTRAN, Inc. Aerojet Rocketdyne Holdings, Inc. Ambarella, Inc. Astronics Corporation Axon Enterprise, Inc. Casa Systems, Inc. Digi International, Inc. Ducommun Incorporated EchoStar Corporation iRobot Corporation Kaman Corporation Kratos Defense & Security Solutions, Inc. Mercury Systems, Inc. nLIGHT, Inc. QinetiQ Group plc One prior peer company, FLIR Systems, Inc. was acquired by another company and thus no longer included in our peer group. One new company, Digi International, Inc., was added to our peer group for fiscal year 2023. At the time of the selection of the peer group, the company was at approximately the 66th percentile of the peer group in terms of market capitalization and approximately the 30th percentile of the peer group in terms of revenue. The specific companies were from relevant industries and within a range of company scope (primarily revenue and market capitalization) that we believe is appropriate for benchmarking executive compensation. The Compensation Committee reviews the peer group each year to ensure the group is sufficiently robust to produce meaningful compensation data for executive compensation evaluation purposes. We believe the peer group includes companies with which we compete for business, executive talent and/or investment dollars. After identifying our peer group, the Compensation Committee’s independent compensation consultant conducts a compensation survey of the peer group to assess the competitiveness of our compensation programs. Where proxy data is not available, survey data for companies of comparable scope to the peer company are used. We believe that by utilizing publicly available peer group data, we are able to develop an appropriate set of competitive data for use in making compensation decisions. The Compensation Committee uses the information derived from this review in two ways: to assist it in determining the appropriate level and reasonableness of total compensation, as well as each separate component of compensation, for our executive officers and to ensure that the compensation we offer to them is competitive and fair. The Compensation Committee does not establish compensation levels based directly on benchmarking, although, it does target a Named Executive Officer’s overall target compensation to the market median. The Compensation Committee relies on the judgment of its members in making compensation decisions regarding base salaries, target bonus levels and long-term equity incentive awards. In addition to competitive market data, in making its compensation decisions, the Compensation Committee also considers an executive officer’s position, tenure with the company, individual and organizational performance, our retention needs, and internal pay equity. The Compensation Committee does not guarantee that any executive will receive a specific market-derived compensation level.

  37. Executive Compensation Program Components

    Executive Compensation Program Components The following describes each component of our executive compensation program, the rationale for each, and how compensation amounts are determined. Base Salary We use base salaries to provide our executive officers, including the Named Executive Officers, with a fixed amount of compensation for their regular work. The Compensation Committee generally reviews the base salaries of our executive officers at the beginning of each fiscal year, as well as in connection with promotions or other changes in responsibilities. Base salary adjustments generally go into effect within the first quarter of each fiscal year. Base salary adjustments are based on an evaluation of peer company data provided by the Compensation Committee’s independent compensation consultant, an executive officer’s position, tenure with our company, experience with other companies, individual and organizational performance, our retention needs, and internal pay equity. The Compensation Committee has adopted a general approach of compensating our executive officers with base salaries commensurate with the experience and expertise of the individual executive and competitive with the median base salaries of executives holding comparable positions among our peer group. The Compensation Committee will take into account the base salaries of comparable executives in our peer group in setting base salaries for our executive officers and may approve increases in base salaries of the relevant executive officers to move them closer to the median of our peer group data for their positions, although such approved base salaries may remain below the median. In light of the considerations discussed above, for fiscal year 2023, the Compensation Committee determined not to increase the base salaries of our Named Executive Officers, with the exception of Ms. Brown, as shown below:

  38. Executive Compensation Program Components

    Ms. Brown’s base salary for fiscal year 2023 was increased in connection with her expanded responsibilities of overseeing additional departments and to bring her base salary closer to the median of our peer group data for her position. 2. Ms. Roelke’s employment with the company ceased effective May 12, 2022 and no fiscal year 2023 base salary was determined. Ms. Roelke’s base salary at the time of her termination was $310,000. We believe that the base salaries paid to our Named Executive Officers during fiscal year 2023 helped to achieve our executive compensation objectives and are competitive with the salaries of the executives holding comparable positions based on the competitive market data provided by Pay Governance based on our peer group. Annual Cash Bonuses We believe that a significant portion of overall target compensation of our executive officers, including the Named Executive Officers, should be “at risk” (that is, contingent upon the successful implementation of our annual operating plan). Annual cash bonuses represent a portion of this “at risk” compensation. We use these annual cash bonus opportunities to motivate our executive officers to achieve our short-term financial imperatives, strategic objectives and our ESG priorities while making progress toward our longer-term growth and other goals. At the end of the fiscal year, the Compensation Committee determines whether to pay cash bonuses to our executive officers, including the Named Executive Officers, based on our financial results relative to the corporate financial and strategic objectives established by the Compensation Committee at the beginning of the relevant fiscal year and such other factors as the Compensation Committee may determine in its discretion. Setting Target Bonus Levels Initially, the Compensation Committee establishes a “target bonus level” for each non-CEO executive officer and recommends for approval to the board a “target bonus level” for our President and Chief Executive Officer. In setting and recommending these target bonus levels, the Compensation Committee considers the cash compensation of executives holding comparable positions based on the competitive market data provided by its independent compensation consultant based on our peer group. Generally, the Compensation Committee sets and recommends the target bonus levels so that, assuming achievement of the corporate financial and strategic objectives and the ESG component at targeted levels, total annual cash compensation will be competitive with the market median and when above target performance occurs, total cash compensation will be above the median of total cash compensation level of executives holding comparable positions based on the competitive market data provided by its independent compensation consultant based on our peer group. The Compensation Committee believes that this approach is consistent with the high level of growth generally reflected in the corporate performance objectives applicable to the annual bonus determinations. For fiscal year 2023, the Compensation Committee established the target bonus levels for the Named Executive Officers at the levels indicated in the table below, except for the President and Chief Executive Officer whose target bonus level was recommended by the Compensation Committee and established by the board of directors. No target bonus level was established for Ms. Roelke who ceased employment with the company in May 2022.

  39. Executive Compensation Program Components

    | Named Executive Officer | Target Bonus Level | Percentage of Base Salary | | Wahid Nawabi | $750,000 | 100.0% | | Kevin McDonnell | $315,000 | 70.0% | | Melissa Brown | $252,000 | 60.0% | | Alison Roelke | — | — |

  40. Executive Compensation Program Components

    Establishing Performance Measures At the beginning of each fiscal year, the Compensation Committee identifies one or more corporate financial performance measures and establishes a specific performance target level for each such measure for purposes of calculating the bonus for each executive officer. Threshold, target and maximum levels of performance are established for each corporate financial performance measure. In the event that the threshold performance level for any corporate financial performance measure is not met, then no credit will be given with respect to the portion of the annual bonus attributable to that corporate financial performance measure. For fiscal year 2023, in addition to establishing corporate financial performance measures, the Compensation Committee determined to include six separate strategic objectives tied to the achievement of various strategic initiatives in each of our product lines, as well as an ESG component for purposes of calculating the bonus payable to each executive officer, as described in more detail below. Reviewing Performance Results At the end of the fiscal year, the Compensation Committee reviews our actual performance against the target levels set for each of the corporate financial performance measures established at the beginning of the year. The Compensation Committee also reviews the achievement of the pre-established strategic objectives and ESG component. In no event may an executive officer’s annual cash bonus payout exceed his or her maximum permissible bonus as established by the Compensation Committee. Fiscal Year 2023 Bonuses. The Compensation Committee selected revenue, annual bookings and adjusted EBITDA as the corporate financial performance measures for the annual bonus plan for our executives based on the recommendation of our Chief Executive Officer and after reviewing the company’s annual operating plan for fiscal year 2023 and the company’s long-term strategic plan. In order for any bonus to be paid, the company was required to achieve the pre-determined thresholds for both revenue and adjusted EBITDA. The targeted corporate financial goals the fiscal year 2023 bonus plan for revenue and adjusted EBITDA were above the range of public guidance provided by the company for such metrics at the beginning of fiscal year 2023. Additionally, the Compensation Committee selected six strategic objectives tied to the achievement of various strategic initiatives in each of our product lines which were individually weighted, as well as an ESG component. The table below provides the weightings selected by the Compensation Committee for fiscal year 2023:

  41. Weighting for Fiscal 2023 Annual Bonus Plan Goals

    Weighting for Fiscal 2023 Annual Bonus Plan Goals

  42. Weighting for Fiscal 2023 Annual Bonus Plan Goals

    | | Weighting | | Revenue | 25% | | Annual Bookings | 25% | | Adjusted EBITDA | 20% | | Strategic Objectives (collectively)1 | 25% | | ESG Performance Goal | 5% |

  43. Weighting for Fiscal 2023 Annual Bonus Plan Goals

    1. Each strategic objective was individually weighted between 2.5% and 5.0%. The Compensation Committee implemented a formulaic sliding scale for the corporate financial performance goals that provides for a 0% payout of the target bonus amount if we do not meet established minimum levels for both revenue and adjusted EBITDA (but not annual bookings). Therefore, in order to receive any bonus payout, we were required to achieve both the minimum revenue and adjusted EBITDA levels (but not the minimum level for annual bookings) established by the Compensation Committee for the bonus plan. Additionally, maximum performance targets were established for revenue, annual bookings, adjusted EBITDA, the achievement of which would result in a payout of 150% of the weighed percentage attributable to the applicable financial performance metric. As a result, the Compensation Committee established a maximum payout of 160% of the target bonus amount if we achieved maximum performance under each of the three financial performance metrics and achieved the maximum performance for each of the strategic objectives and fully achieved the ESG component. Below are the corporate financial performance goals established by the Compensation Committee that applied to each Named Executive Officer in June 2022:

  44. Scaled Adjustment of Target Annual Cash Bonus Amounts Based on Total Financial Performance

    Scaled Adjustment of Target Annual Cash Bonus Amounts Based on Total Financial Performance

  45. Scaled Adjustment of Target Annual Cash Bonus Amounts Based on Total Financial Performance

    | | Minimum (28% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | ($ in millions) | | | | Revenue | 458.9 | 509.9 | 637.4 | | Annual Bookings | 495.8 | 550.8 | 688.6 | | Adjusted EBITDA | 50.9 | 84.8 | 106.0 |

  46. Scaled Adjustment of Target Annual Cash Bonus Amounts Based on Total Financial Performance

    Achievement of established minimum performance targets for each of the strategic objectives was required to receive the minimum payout of the target bonus attributable to the applicable strategic objective. Maximum performance targets were also established for each strategic objective, the achievement of which would result in a payout of 200% of the weighted percentage attributable to the applicable strategic objective. The strategic objectives as components in our fiscal year 2023 bonus plan were tied to each of our product lines and included objectives such as receiving orders from certain customers, receiving orders for new products and obtaining new development program contracts. The ESG component, which required the company to prepare and release its first corporate social responsibility report and provide such report to a number of ESG rating agencies, had a maximum performance target of 100%, and this objective was achieved in full. Below is the actual performance with respect to each goal compared to the target level for each of these goals established by the Compensation Committee that applied to each Named Executive Officer in June 2022:

  47. Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

  48. Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    | Performance Goal | Performance Goal Target ($ in millions) | Actual Performance ($ in millions) | Percentage of Achievement | Weighting | Weighted Payout Percentage | | Revenue | 509.9 | 540.5 | 106.0% | 25.0% | 28.0% | | Annual Bookings | 550.8 | 752.3 | 136.6% | 25.0% | 37.5% | | Adjusted EBITDA | 84.8 | 90.0 | 106.2% | 20.0% | 22.5% | | Strategic Objectives | n/a | n/a | 133.3%1 | 25.0% | 37.5% | | ESG Component | n/a | n/a | 100% | 5.0% | 5.0% |

  49. Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    1. The weighted average achievement percentage of the six strategic objectives was 133.3%. Based on the company’s achievement relative to the corporate performance goals, our executive officers who participated in our executive annual bonus plan, except our President and Chief Executive Officer, received a total payout of 130.5% of their fiscal 2023 target bonus. However, as a result of the company’s overall performance, our President and Chief Executive Officer voluntarily accepted and received a total payout of 90% of his fiscal year 2023 target bonus. We use equity awards to motivate our executive officers, including the Named Executive Officers, to increase the long-term value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. These equity awards are intended to further our success by ensuring that sustainable value creation is a key factor in our executive officers’ management of our business. Long-Term Incentive Compensation The size and form of these equity awards is determined by the Compensation Committee in its discretion. As described below, we grant equity awards in the form of restricted stock and PRSUs to our Named Executive Officers as part of our long-term incentive compensation program. We use the restricted stock and PRSUs as long-term incentives because they reward our executive officers for superior financial performance, but also encourage executive retention as these awards vest over multiple years and can maintain value even during periods when there is volatility in our stock price. In making equity awards to our executive officers, the Compensation Committee considers various factors, including, but not limited to, the recommendations of our Chief Executive Officer (except with respect to his own compensation), the role and responsibilities of the executive officer, past performance, future planned contributions, and prior equity awards. As noted above, the Compensation Committee has the discretion to determine which executive officers will receive equity awards, as well as the amount of any such awards. Typically, the Compensation Committee approves equity award grants only on the dates of its regularly-scheduled committee meetings, without regard to the timing of the release of material information about us. Each year, the Compensation Committee will set a total long-term incentive compensation amount for each Named Executive Officer, with the percentage allocation between time-based and performance-based awards determined by the Compensation Committee. In setting these total long-term incentive compensation amounts and the financial metric achievement levels for the PRSUs, the Compensation Committee considers the overall compensation of executives holding comparable positions based on the competitive market data provided by its independent compensation consultant based on our peer group. Generally, the Compensation Committee will set the annual total award amount so that, assuming the full vesting of each restricted stock award and target vesting for the PRSU for the applicable performance period, the total compensation for our Named Executive Officers would be comparable with similarly situated executives at the companies in our peer group. The Compensation Committee may also grant equity awards to our executive officers in connection with a commencement of employment, promotion or as special incentives where appropriate, in which case the percentage allocations of the awards granted to an executive officer may vary from those listed below for our annual long-term incentive award program. No promotional or special incentive awards were granted in fiscal 2023. The program consists of a mix of the following: • PRSUs (Approximately 65% of Annual Total Long-Term Incentive Compensation Award Value): PRSUs will vest, if at all, based on the company’s achievement of financial performance metrics established by the Compensation Committee at the time of grant. These metrics are established for a cumulative three-year period. At the time of grant, the Compensation Committee establishes a target achievement level for each of the financial performance metrics associated with the PRSU, at which level the PRSU would vest at 100% for such metric. The Compensation Committee also established a threshold achievement level for each metric for which the PRSU would vest at 50% of target for such metric and a maximum achievement level for which the PRSU would vest at 250% of target for such metric. Achievement below the threshold level of any financial metric would result in no payout for the portion of the PRSU tied to that financial metric. At the end of the applicable three-year performance period and the Compensation Committee’s certification of the company’s achievement percentage for each financial measure associated with the PRSU, the award, if any, will vest and fully-vested shares of the company’s common stock will be issued based on the achievement of the financial metrics. A Named Executive Officer is required to be employed on the last day of the applicable three-year performance period in order to be eligible to receive such awards following the Compensation Committee’s certification of the company’s achievement of such awards. • In the event of a change in control prior to the last day of the three-year performance period, the number of PRSUs in which a Named Executive Officer will be eligible to vest will be equal to the greater of (1) the target number of PRSUs or (2) the number of PRSUs that would vest if the performance period ended on the date of the change in control and performance was measured as of that date (with the performance objectives adjusted proportionately to reflect the hypothetical shortened performance period). These “vesting eligible” PRSUs will then convert to time-based awards that will vest on the last day of the performance period, subject to the Named Executive Officer’s continued employment or service through such date. However, if a Named Executive Officer’s employment is terminated by us other than for cause or by the Named Executive Officer for good reason, in each case within 18 months following a change in control, all of the “vesting eligible” PRSUs will vest upon such termination. • Time-Based Restricted Stock Awards (Approximately 35% of Annual Total Long-Term Incentive Compensation Award Value): Restricted stock awards will vest in three annual equal installments beginning approximately one year after the date of grant. Performance-based Restricted Stock Unit Awards for the FY2023-FY2025 Performance Period. In July 2022, the Compensation Committee granted PRSUs to the Named Executive Officers. The PRSUs will vest based on the company’s achievement of cumulative revenue and non-GAAP adjusted EBITDA targets for fiscal years 2023, 2024 and 2025 (such period of time is referred to as the FY2023-FY2025 Performance Period). Set forth below is a list of the Named Executive Officers who were granted PRSUs for the FY2023-FY2025 Performance Period, the target number of PRSUs and the maximum number of PRSUs subject to each such award. The terms of these awards are consistent with the terms of the PRSUs described above. Time-Based Restricted Stock Awards. Under our long-term incentive compensation program, in July 2022, the Compensation Committee issued time-based restricted stock awards to our Named Executive Officers. The restricted stock awards vest in three equal annual installments with the first vesting on July 11, 2023. Set forth below is a list of the Named Executive Officers who were issued restricted stock awards in July 2022 and the number of shares underlying such awards. Restricted stock awards granted in connection with a commencement of employment, promotion or other special circumstances may have different vesting terms.

  50. Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    Ms. Roelke was not awarded any equity awards in fiscal year 2023, as her employment with the company ceased effective May 12, 2022.

  51. July 2022 Long-Term Incentive Compensation Awards to the Named Executive Officers

    July 2022 Long-Term Incentive Compensation Awards to the Named Executive Officers

  52. July 2022 Long-Term Incentive Compensation Awards to the Named Executive Officers

    | Name | Title | RSAs (#) | Target PRSUs (#) | Maximum PRSUs (#) | % of Total Long-Term Award Allocated to Performance | | Wahid Nawabi | President and Chief Executive Officer | 10,694 | 19,860 | 49,650 | 65.0% | | Kevin McDonnell | Senior Vice President and Chief Financial Officer | 4,583 | 8,511 | 21,278 | 65.0% | | Melissa Brown | Senior Vice President and General Counsel | 2,118 | 3,934 | 9,835 | 65.0% |

  53. July 2022 Long-Term Incentive Compensation Awards to the Named Executive Officers

    For these awards, the Compensation Committee allocated approximately 65% of the total long-term incentive compensation amounts for each Named Executive Officer to the PRSU performance-based awards. Payout of Performance-based Restricted Stock Units for the FY2021-FY2023 Performance Period. Following the completion of fiscal year 2023, the Compensation Committee calculated the company’s three-year cumulative revenue and operating income for the FY2021-2023 performance period by adding the company’s revenue and operating income from continuing operations for fiscal years 2021-2023. Based on these calculations, the Compensation Committee determined that the FY2021-2023 Performance Period PRSUs vested at 34.7% of target based on our financial performance for the FY2021-2023 Performance Period. Below is the actual performance with respect to the revenue and operating income from operations compared to the target levels for each of these financial metrics established by the Compensation Committee in June 2020 for the PRSUs for the FY2021-2023 Performance Period.

  54. Percentage of Achievement of Financial Metrics for FY2021-2023 Performance Period

    | Name | Title | Target PRSUs (#) | % Payout | Shares of Common Stock Issued (#) | | Wahid Nawabi | President and Chief Executive Officer | 16,667 | 34.7% | 5,783 | | Kevin McDonnell | Senior Vice President and Chief Financial Officer | 3,375 | 34.7% | 1,171 | | Melissa Brown | Senior Vice President, General Counsel & Chief Compliance Officer | 2,152 | 34.7% | 746 |

  55. Other Compensation Practices

    Other Compensation Practices Employee Benefit Plans We maintain various broad-based employee benefit plans for our employees. Except as described below, our executive officers, including the Named Executive Officers, participate in these plans on the same terms as other eligible employees, subject to any applicable limits on the amounts that may be contributed on behalf of or paid to our executive officers under these plans. We have established a tax-qualified 401(k) retirement savings plan for our salaried U.S. employees who satisfy certain eligibility requirements. We intend for this plan to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) so that contributions by participants to the plan, employer contributions to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Pursuant to the 401(k) plan, in the case of participants who contribute a portion of their annual base salary to the plan, we provide a matching contribution of up to 5.75% of such annual base salary. The matching contributions made to the accounts of the Named Executive Officers during fiscal year 2023 are set forth in the Summary Compensation Table below. We also maintain other benefit plans for our employees, which include medical and dental benefits, medical and dependent care flexible spending accounts, long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. Except as noted in the following sentences, these benefits are provided to our executive officers on the same general terms as to all of our salaried U.S. employees. Certain employees receive higher disability insurance benefits than other employees based on a threshold base compensation level. Our executive officers, including the Named Executive Officers, receive higher life and accidental death, and dismemberment insurance benefits than our other employees. We design our employee benefit programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and reflective of best practices. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Personal Benefits We do not view perquisites or other personal benefits as a significant component of our executive compensation program. From time to time, however, we have provided perquisites to certain of our executive officers to ensure that their compensation packages are competitive. As described above, in fiscal year 2023, we provided our executive officers with life and accidental death, and dismemberment insurance benefits in an amount exceeding that offered to our non-executive employees. We also pay for travel and hospitality for family members of executives to accompany such officers to an offsite board meeting. Our executives are also eligible to participate in our tuition reimbursement program on the same basis as our employees. For fiscal year 2023, only Mr. McDonnell participated in the tuition reimbursement program. The company reimbursed Mr. McDonnell for tuition expenses in fiscal year 2023 in the amount of $5,250. None of our Named Executive Officers received aggregate perquisites in excess of $10,000 in fiscal year 2023. Severance Plan We maintain the AeroVironment, Inc. Executive Severance Plan (the “Severance Plan”). Each of our Named Executive Officers is subject to the Severance Plan, which provides for the payment of certain benefits to the officer in connection with a change in control and/or the termination of the officer’s employment. The Compensation Committee approved the Severance Plan to ensure our Named Executive Officers continue their employment with us if there is a change of control, or a threatened change in control transaction, and to maintain a competitive total compensation program. Pay Governance LLC, the Compensation Committee’s independent compensation consultant, advised the Compensation Committee on market and best practices in the development of the Severance Plan, including providing information regarding plans in place for executives at companies in our peer group at the time of the Severance Plan’s adoption. The Severance Plan has a double trigger mechanism pursuant to which benefits are paid if the officer is terminated by the company without cause or the officer voluntarily terminates his or her employment for good reason within 18 months following a change in control transaction, or in certain circumstances, within 3 months prior to a change in control transaction. The Severance Plan also provides for the provision of certain severance benefits if an officer’s employment is terminated by the company other than for cause during their eligibility under the Severance Plan and not in connection with a change of control transaction. For additional information on our Severance Plan, see below on page 62 under “Severance Plan”. Stock Ownership Guidelines for Executive Officers To further link the long-term economic interests of our executive officers directly to that of our stockholders, our board of directors has adopted stock ownership guidelines for the executive officers. The guidelines, which were initially adopted in August 2013 and amended in September 2022, provide that the company’s executive officers are expected to, within five years of the later of the date on which such person is appointed to his or her position, own shares of the company’s common stock with a market value of no less than four times current annual base salary with respect to our Chief Executive Officer and no less than two times current annual base salary with respect to the other executive officers. The company determines progress toward meeting the applicable ownership thresholds and ongoing compliance with the guidelines on the last day of each fiscal year. The table below shows each executive’s equity ownership in the company as a multiple of salary and the minimum ownership level required pursuant to these guidelines for each of our current executive officers as of April 30, 2023:

  56. Other Compensation Practices

    1. For each executive, calculated by dividing (a) the aggregate number of shares of vested and unvested common stock held by such executive, multiplied by the closing price of $100.69 per share of our common stock on April 28, 2023, the last trading day of fiscal year 2023, by (b) such executive’s base salary. 2. Ms. Roelke’s employment with the company ended on May 12, 2022. Compensation Recovery Policy We have implemented an incentive compensation “clawback” policy under which our board of directors may require reimbursement or forfeiture of incentive compensation from an executive officer in the event the officer’s wrongdoing later is determined by our board of directors to have resulted in a material negative restatement of the company’s financial results. We believe that by providing the company with the appropriate power to recover incentive compensation paid to an executive officer in this situation, the company further demonstrates its commitment to strong corporate governance. This compensation recovery policy is in addition to any policies or recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act and the Dodd-Frank Act. In addition, we intend to adopt a compensation recovery policy compliant with the Dodd-Frank Act as required by the Nasdaq Stock Market listing rules prior to December 1, 2023. Under our compensation recovery policy, if the board of directors determines that a material negative financial restatement was caused by an executive officer’s gross negligence or willful misconduct, it may require reimbursement from the executive officer for vested incentive compensation and/or the forfeiture of unvested or unpaid incentive compensation. The amount of vested compensation that may be recovered is the portion of any bonus paid to, and any performance-based equity awards earned by, the executive officer that the executive officer would not have received if the company’s financial results had been reported properly. The right to cause a forfeiture or recovery of incentive compensation applies to incentive compensation awarded, vested and/or paid during the two years prior to the date on which the company is required to prepare an accounting restatement. Post-Vesting Stock Retention Guidelines The company has adopted post-vesting stock retention guidelines, which require executives to hold 50% of any net after-tax shares issued upon the vesting of equity awards until their required stock ownership levels are achieved. Insider Trading and Anti-Hedging and Anti-Pledging Policies The company’s insider trading policies contain stringent restrictions on transactions in company stock by executive officers. All trades by executive officers must be pre-cleared. Furthermore, no executive officer may use any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our common stock. Additionally, executive officers may not pledge company stock as collateral or hold any shares of company stock in a margin account. No Tax Gross-Ups We do not provide tax gross-ups with regard to any compensation, benefit or perquisite paid by us to our Named Executive Officers. Independent Compensation Consultant With regard to executive compensation matters, the Compensation Committee is advised by Pay Governance, its independent compensation consultant. Say-on-Pay Votes In September 2022, we held a stockholder advisory vote on the compensation of our Named Executive Officers, commonly referred to as a say-on-pay vote. Our stockholders overwhelmingly approved the compensation of our Named Executive Officers, with over 98% of stockholder votes cast in favor of our 2022 say-on-pay resolution (excluding abstentions and broker non-votes). As we have evaluated our compensation practices and talent needs since that time and during fiscal year 2023, we were mindful of the strong support our stockholders expressed for our compensation program. As a result, following our annual review of our executive compensation program, the Compensation Committee decided to generally retain our existing approach to executive compensation for our continuing executives, with an emphasis on short- and long-term incentive compensation that rewards our senior executives when they deliver value for our stockholders, and continue the practice first established during fiscal year 2019 of removing individual performance from consideration under our annual bonus plan. At this 2023 annual meeting of stockholders, the stockholders will vote, on a non-binding advisory basis, on the compensation of our Named Executive Officers. The Compensation Committee and board of directors value stockholder opinions and will take into account the outcome of this year’s advisory vote in making future decisions on executive compensation. In addition, when determining how often to hold a stockholder advisory vote on the compensation of our Named Executive Officers, the board of directors took into account the strong preference for an annual vote expressed by our stockholders at our 2017 annual meeting. Accordingly, in 2017 the board of directors determined that we would hold an advisory stockholder vote on the compensation of our Named Executive Officers every year until the next say-on-pay frequency vote. At this 2023 annual meeting of stockholders, the stockholders will vote, on an advisory basis, on the frequency with which we should hold say-on-pay votes, either every year, every two years, or every three years. The Compensation Committee and board of directors will take into account the outcome of this year’s advisory vote in making its decision on how frequently we hold say-on-pay votes.

  57. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Executive Compensation Generally, Section 162(m) of the Code disallows a tax deduction to any publicly held corporation for any remuneration in excess of $1 million paid in any taxable year to its “covered employees.” The Compensation Committee believes that stockholder interests are best served by not restricting the Compensation Committee’s discretion and flexibility in constructing compensation programs, even though such programs may result in certain non-deductible compensation expenses. Accordingly, the Compensation Committee reserves the right to approve elements of compensation for certain officers that are not fully deductible in the future in appropriate circumstances. Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that we, or our successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Code during fiscal year 2023 and we have not agreed and are not otherwise obligated to provide any Named Executive Officer with such a “gross-up” or other reimbursement. Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

  58. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to or earned by (a) each person who served as Chief Executive Officer or Chief Financial Officer during fiscal year 2023, (b) the most highly compensated executive officer other than the Chief Executive Officer and Chief Financial Officer who was serving as an executive officer at the end of fiscal year 2023 whose compensation exceeded $100,000; and (c) one individual who served as an executive officer during fiscal year 2023 but was not serving as an executive officer at the end of fiscal year 2023 (collectively, the “Named Executive Officers”).

  59. Summary Compensation Table

    | Name and Principal Positions | Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total ($) | | Wahid Nawabi President and Chief Executive Officer | 2023 | 750,006 | — | 3,158,927 | 978,4755 | 17,102 | 4,904,510 | | | 2022 | 821,8926 | — | 2,645,306 | 37,500 | 19,570 | 3,524,268 | | | 2021 | 632,319 | 199,080 | 1,333,024 | 336,433 | 23,917 | 2,524,773 | | Kevin McDonnell Senior Vice President and Chief Financial Officer | 2023 | 450,008 | — | 1,353,765 | 410,960 | 12,520 | 2,227,253 | | | 2022 | 450,008 | — | 1,133,675 | 15,750 | 10,660 | 1,610,093 | | | 2021 | 401,543 | 79,000 | 269,917 | 133,505 | 12,976 | 896,941 | | Melissa Brown Senior Vice President, General Counsel, Chief Compliance Officer & Secretary | 2023 | 416,207 | — | 625,712 | 328,779 | 20,031 | 1,390,729 | | | 2022 | 400,870 | — | 523,961 | 12,000 | 14,051 | 950,882 | | | 2021 | 342,003 | 58,460 | 172,063 | 98,794 | 16,982 | 688,302 | | Alison Roelke7 Former Vice President and Chief People Officer | 2023 | 11,923 | — | — | — | 717 | 12,640 | | | 2022 | 310,003 | — | 249,871 | 8,525 | 19,011 | 587,410 | | | 2021 | 270,955 | 34,128 | 107,982 | 57,674 | 17,512 | 488,251 |

  60. Summary Compensation Table

    1. For fiscal year 2021, this column reflects the discretionary portion of the cash bonuses paid to the Named Executive Officers under our annual executive cash bonus plan during such fiscal year. 2. The value of the stock awards equals their grant date fair value as computed in accordance with ASC Topic 718 and, with respect to the PRSUs, was determined based on the probable achievement of the applicable performance objectives as of the grant date. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Notes 13 and 14 to the financial statements included in our annual report on Form 10-K for our fiscal year ended April 30, 2023, as filed with the SEC. The amounts shown in the table do not necessarily reflect the actual value that may be received by the Named Executive Officers. The value reported for PRSUs granted in the applicable fiscal year reflects the value of the award at the grant date based upon the probable achievement of their vesting conditions, which was determined to be 131.3%, 101.2%, and 50.0% of the target levels for the fiscal year 2023, fiscal year 2022, and fiscal year 2021 awards, respectively. The full grant date fair value of the PRSUs granted in our 2023 fiscal year, assuming that the highest level of performance will be achieved in each case, is set forth in the table immediately below. For more information about the PRSU awards granted to the Named Executive Officers during fiscal year 2023, please see the Grants of Plan Based Awards Tables below.

  61. Summary Compensation Table

    | Name | Grant Date Fair Value of PRSUs Granted in July 2022 for FY 2023-2025 Performance Period ($) | | Wahid Nawabi | 4,265,432 | | Kevin McDonnell | 1,827,993 | | Melissa Brown | 844,925 | | Alison Roelke7 | — |

  62. Summary Compensation Table

    This column reflects the portion of the cash bonuses paid to the Named Executive Officers under our annual executive cash bonus plan for the company’s performance relative to financial and other objectives during the applicable fiscal year. For fiscal year 2023 the amounts of all other compensation include (a) our matching contributions to the 401(k) Plan,(b) life insurance premiums and (c) tuition reimbursement. The amounts for 401(k) matching contributions, life insurance premiums and tuition reimbursement are below; none of our Named Executive Officers received aggregate perquisites in excess of $10,000 in fiscal year 2023.

  63. Summary Compensation Table

    | Name | Year | 401(k) Matching Contributions | Life | Tuition Reimbursement | Total | | Wahid Nawabi | 2023 | 15,860 | 1,242 | — | 17,102 | | Kevin McDonnell | 2023 | 3,707 | 3,564 | 5,250 | 12,520 | | Melissa Brown | 2023 | 19,221 | 810 | — | 20,031 | | Alison Roelke7 | 2023 | 686 | 31 | — | 717 |

  64. Summary Compensation Table

    5. Represents the cash bonus earned by Mr. Nawabi under our annual executive cash bonus plan for fiscal year 2023, based on the company’s achievement relative to the corporate performance goals and a total payout of 130.5%. However, Mr. Nawabi voluntarily accepted and received a reduced payout of 90% of his fiscal year 2023 target bonus, or $675,000. The full earned bonus is included in the table above as required by SEC disclosure rules, although Mr. Nawabi received an annual bonus payout of only $675,000. 6. Includes a vacation cash out of unused vacation of $72,116. Ms. Roelke’s employment with the company ended effective May 12, 2022.

  65. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information with respect to plan-based awards granted to the Named Executive Officers during fiscal year 2023. Ms. Roelke did not receive any plan-based awards during fiscal year 2023.

  66. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)2 | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)1 | Target (#)1 | Maximum (#)1 | | | | Equity Awards | | | | | | | | | | | Wahid Nawabi | 7/1/223 | — | — | — | — | — | — | 10,6944 | 918,722 | | Wahid Nawabi | 7/1/223 | — | — | — | 9,930 | 19,860 | 49,650 | — | 2,240,205 | | Kevin McDonnell | 7/1/223 | — | — | — | — | — | — | 4,5834 | 393,726 | | Kevin McDonnell | 7/1/223 | | | | 4,255 | 8,511 | 21,278 | | 960,039 | | Melissa Brown | 7/1/223 | — | — | — | — | — | — | 2,1184 | 181,957 | | Melissa Brown | 7/1/223 | — | — | — | 1,967 | 3,934 | 9,835 | — | 443,755 | | Annual Executive Cash Bonus Plan5 | | | | | | | | | | | Wahid Nawabi | | 210,000 | 750,000 | 1,200,000 | — | — | — | — | — | | Kevin McDonnell | | 88,200 | 315,000 | 504,000 | — | — | — | — | — | | Melissa Brown | | 70,560 | 252,000 | 403,200 | — | — | — | — | — |

  67. Grants of Plan-Based Awards

    1. Represents number of shares of common stock issuable at threshold, target and maximum achievement levels for each of the Named Executive Officers under PRSUs for the FY2023-FY2025 Performance Period (issued on July 1, 2022). The determinations of the shares of common stock that will be issuable to the Named Executive Officers following completion of the performance period upon settlement of the PRSUs are described in the Compensation Discussion and Analysis section above. The actual number of shares of common stock issued to our Named Executive Officers following the conclusion of the performance period will be based on our performance relative to the financial goals for the performance period. Threshold, target and maximum numbers assumes achievement of each of the financial metrics for the applicable performance period at the threshold, target and maximum levels, respectively. 2. The value of the stock awards equals their grant date fair value as computed in accordance with ASC Topic 718 and, with respect to the PRSUs, was determined based on the probable achievement of the applicable performance objectives as of the grant date. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Notes 13 and 14 to the financial statements included in our annual report on Form 10 K for our fiscal year ended 2023, as filed with the SEC. The value reported for PRSUs granted in July 2022 reflects the value of the award at the grant date based upon the probable achievement of their vesting conditions, which was determined to be 131.3%. 3. Awards were approved by the Compensation Committee for non-CEO Named Executive Officers on May 27, 2022, with a grant date of July 1, 2022. Awards were approved by the board for the Chief Executive Officer on June 22, 2022, with a grant date of July 1, 2022. 4. The restricted stock awards vest in three equal annual installments, with the first installment vesting on July 11, 2023. Unless otherwise noted, the Compensation Committee established maximum cash bonus and target bonus levels for the Named Executive Officers under our annual executive cash bonus plan in June 2022. The determination of the bonuses payable to the Named Executive Officers for fiscal year 2023 is described in the “Compensation Discussion and Analysis” section above. These columns show the range of bonus amounts for each Named Executive Officer from the threshold to the maximum based on the maximum permissible bonus amount set at the beginning of the fiscal year.

  68. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information with respect to equity awards held by each of the Named Executive Officers as of April 30, 2023. Ms. Roelke did not hold any equity awards as of April 30, 2023.

  69. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options1 | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)2 | Equity Incentive Plan Awards: | | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | | | | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 | | Wahid Nawabi | 7/1/223 | — | — | — | — | 10,6944 | 1,076,779 | — | — | | | 7/1/223 | — | — | — | — | — | — | 49,6505 | 4,999,2595 | | | 7/2/216 | — | — | — | — | 6,2697 | 631,226 | — | — | | | 7/2/216 | — | — | — | — | — | — | 43,6625 | 3,506,9325 | | | 6/26/208 | — | — | — | — | 2,9919 | 301,164 | — | — | | | 6/24/15 | 50,000 | — | 26.70 | 6/24/25 | — | — | — | — | | | 8/1/14 | 16,164 | — | 31.27 | 8/1/24 | — | — | — | — | | Kevin McDonnell | 7/1/223 | — | — | — | — | 4,5834 | 461,462 | — | — | | | 7/1/223 | — | — | — | — | — | — | 21,2785 | 2,142,4825 | | | 7/2/216 | — | — | — | — | 2,6877 | 270,554 | — | — | | | 7/2/216 | — | — | — | — | — | — | 18,7125 | 1,884,1115 | | | 6/26/208 | — | — | — | — | 6069 | 61,018 | — | — | | | 3/6/2010 | | — | — | — | 1,63511 | 164,628 | — | — | | Melissa Brown | 7/1/223 | — | — | — | — | 2,1184 | 213,261 | — | — | | | 7/1/223 | — | — | — | — | — | — | 9,8355 | 990,2865 | | | 7/2/216 | — | — | — | — | 1,2427 | 125,057 | — | — | | | 7/2/216 | — | — | — | — | — | — | 8,6475 | 694,5275 | | | 6/26/208 | — | — | — | — | 3869 | 38,866 | — | — |

  70. Outstanding Equity Awards at Fiscal Year-End

    1. Except as otherwise noted, all stock option awards vest in five equal annual installments beginning on the first anniversary of the date of grant. 2. Calculated using the closing price per share of our common stock of $100.69 on April 28, 2023, the last trading day of our fiscal year 2023. 3. Awards were approved by the board for Mr. Nawabi on June 23, 2022, with a grant date of July 1, 2022. Awards were approved by the Compensation Committee for all other Named Executive Officers on June 22, 2022, with a grant date of July 1, 2022. 4. Unvested shares vest in three equal installments on July 11, 2023, 2024 and 2025. 5. Represents the number of shares of common stock and the value of such shares that may be issued to the Named Executive Officers under PRSUs for the FY2022-2024 Performance Period (issued on July 2, 2021) and the FY2023-2025 Performance Period (issued July 1, 2022) at maximum performance. Provided that the performance goals for the FY2022-2024 Performance Period and the FY2023-2025 Performance Period are achieved, the Named Executive Officers’ PRSUs will be settled in fully vested shares of common stock. If target or maximum performance is achieved for either performance period, the respective number of shares of common stock that would be issued for each performance period and the value of such shares as of April 30, 2023 would be as follows:

  71. Outstanding Equity Awards at Fiscal Year-End

    | | FY2022-2024 Performance Period | | | | FY2023-2025 Performance Period | | | | | | Target Number | Target Value ($) | Maximum Number | Maximum Value ($) | Target Number | Target Value ($) | Maximum Number | Maximum Value ($) | | Wahid Nawabi | 17,465 | 1,758,551 | 43,662 | 4,396,327 | 19,860 | 1,999,703 | 49,650 | 4,999,259 | | Kevin McDonnell | 7,485 | 753,665 | 18,712 | 1,884,111 | 8,511 | 856,973 | 21,278 | 2,142,482 | | Melissa Brown | 3,459 | 348,287 | 8,647 | 870,666 | 3,934 | 396,114 | 9,835 | 990,286 |

  72. Outstanding Equity Awards at Fiscal Year-End

    The actual number of shares of common stock issued to our Named Executive Officers following the conclusion of a performance period will be based on our performance relative to the financial goals for that performance period. The value of the shares of common stock that may be received by an executive will depend on our stock price on the settlement date. Awards were approved by the board for Mr. Nawabi on June 17, 2021, with a grant date of July 2, 2021. Awards were approved by the Compensation Committee for all other Named Executive Officers on June 16, 2021, with a grant date of July 2, 2021. 7. Unvested shares vest in two equal installments on July 11, 2023 and 2024. 8. Awards were approved by the board for Mr. Nawabi on June 17, 2020, with a grant date of June 26, 2020. Awards were approved by the Compensation Committee for all other Named Executive Officers on June 16, 2020, with a grant date of June 26, 2020. 9. Unvested shares vested on July 11, 2023. 10. Awards were approved by the Compensation Committee on February 28, 2020, with a grant date of March 6, 2020. Unvested shares vest in two equal installments on April 4, 2024 and 2025.

  73. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table provides information on option exercises and stock award vesting for each of the Named Executive Officers during fiscal year 2023.

  74. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Exercises | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($)1 | | Wahid Nawabi | 30,000 | 2,567,400 | 15,403 | 1,322,022 | | Kevin McDonnell | — | — | 3,937 | 350,776 | | Melissa Brown | — | — | 2,267 | 193,079 | | Alison Roelke | — | — | — | — |

  75. Option Exercises and Stock Vested in Fiscal Year 2023

    Unless otherwise noted, includes shares of restricted stock that vested during fiscal year 2023 and shares issued for the vesting of the PRSUs for the FY2021-FY2023 Performance Period that vested on June 28, 2023, which awards were settled on such date following the Compensation Committee’s certification of company financial performance for the FY2021-FY2023 Performance Period; see page 51 for information on such awards. The value of such PRSUs was calculated using the closing price per share of our common stock of $100.69, the closing price of our common stock on April 28, 2023, the date on which such awards were deemed vested for purposes of this table. The closing price per share of our common stock on June 28, 2023, the date of settlement of the PRSUs, was $94.71.

  76. Payments Upon Termination or Change of Control

    Payments Upon Termination or Change of Control

  77. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  78. Summary of Potential Payments Upon Termination (As of April 30, 2023)

    Summary of Potential Payments Upon Termination (As of April 30, 2023) The table below sets forth the estimated payments to be made to each Named Executive Officer under the Severance Plan in the event of the officer’s involuntary termination by the company without cause or termination by reason of death or disability, in each case not within the change in control protection period provided in the Severance Plan. The following table assumes that such termination occurred on April 30, 2023. Ms. Roelke’s employment with the company ended effective May 12, 2022, and she did not receive any termination benefits in connection with such termination of employment.

  79. Summary of Potential Payments Upon Termination (As of April 30, 2023)

    | Name | Cash Severance1 ($) | Benefits Continuation2 ($) | Total ($) | | Wahid Nawabi | 3,000,000 | 38,095 | 3,038,095 | | Kevin McDonnell | 1,080,000 | 52,606 | 1,132,606 | | Melissa Brown | 924,000 | 18,107 | 942,107 |

  80. Summary of Potential Payments Upon Termination (As of April 30, 2023)

    1. Cash severance was calculated using the base salary in effect for each officer on April 30, 2023, the target annual bonus for each officer for fiscal year 2023 plus a pro rata annual bonus equal to the target annual bonus for fiscal year 2023. 2. The benefit continuation payment is based on premium costs as of April 30, 2023.

  81. Summary of Potential Payments Upon Change in Control (As of April 30, 2023)

    Summary of Potential Payments Upon Change in Control (As of April 30, 2023) The table below sets forth the estimated payments to be made to each Named Executive Officer under the Severance Plan in the event of the officer’s involuntary termination by the company without cause or the officer’s voluntary termination for good reason within 3 months prior to or 18 months after a change in control. The following table assumes that such termination, and a corresponding change in control, occurred on April 30, 2023.

  82. Summary of Potential Payments Upon Change in Control (As of April 30, 2023)

    | | | Other Benefits | | | | | | Name | Cash Severance1 ($) | Benefits Continuation2 ($) | In-the-Money Value of Accelerated Stock Options ($) | Value of Accelerated Restricted Stock Awards3 ($) | Value of Accelerated Performance Restricted Stock Unit Awards4 ($) | Total Value of Change- in-Control Related Benefits ($) | | Wahid Nawabi | 4,500,000 | 38,095 | — | 2,009,168 | 3,758,254 | 10,305,517 | | Kevin McDonnell | 1,462,500 | 52,606 | — | 957,663 | 1,610,637 | 4,083,406 | | Melissa Brown | 1,260,000 | 18,107 | — | 377,185 | 744,401 | 2,399,693 |

  83. Summary of Potential Payments Upon Change in Control (As of April 30, 2023)

    1. Cash severance was calculated using the base salary in effect for each officer on April 30, 2023, the target bonus for each officer for fiscal year 2023 and a pro rata annual bonus equal to the target annual bonus for fiscal year 2023. 2. The benefit continuation payment is based on premium costs as of April 30, 2023. The benefits continuation column excludes outplacement benefits which we are not able to quantify at this time. We expect the amount of outplacement benefits to be immaterial. 3. Amounts in respect of restricted stock awards were determined by multiplying the number of restricted stock awards that would have vested upon such employment termination by $100.69, the closing price of our common stock on April 28, 2023, the last trading day of our fiscal year 2023. Amounts in this column would only be triggered in the event of a qualifying termination of employment within 18 months after a change in control. Amounts in respect of restricted stock unit awards were determined by multiplying the target number of shares of common stock underlying such restricted stock units that would have vested upon such employment termination by $100.69, the closing price of our common stock on April 28, 2023. In the event of a change in control prior to the last date of the applicable three-year performance period, the number of PRSUs that will be eligible to vest will be equal to the greater of (1) the target number of PRSUs or (2) the number of PRSUs that would vest if the performance period ended on the date of the change in control and performance was measured as of that date (with the performance objectives adjusted proportionately to reflect the hypothetical shortened performance period). These “vesting eligible” PRSUs will then convert to time-based awards that will vest on the last day of the performance period, subject to the Named Executive Officer’s continued employment or service through such date. However, if a Named Executive Officer’s employment is terminated by us other than for cause or by the Named Executive Officer for good reason, in each case within 18 months following a change in control, all of the “vesting eligible” PRSUs will vest upon such termination. For purposes of the table, amounts in respect of PRSUs were determined by multiplying the target number of shares of common stock underlying such PRSUs that would have vested upon such employment termination by $100.69, the closing price of our common stock on April 28, 2023. Includes amounts for vesting of PRSUs for the FY2022-FY2024 Performance Period and the FY2024-FY2025 Performance Period. Excludes PRSUs for the FY2021-FY2023 Performance Period, which would vest according to their terms based on the company’s actual performance for the applicable performance period.

  84. Fiscal Year 2023 Pay Ratio

    Fiscal Year 2023 Pay Ratio Under the Dodd-Frank Act, we are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee. The SEC rules promulgated pursuant to the Dodd-Frank Act require disclosure of the median of the annual total compensation of all of the company’s employees, excluding our CEO; the annual total compensation of our CEO; and the ratio of the amount of our CEO’s annual compensation to the amount of the median employee’s annual total compensation. SEC rules provide that we may use the same median employee for three years before identifying a new median employee, provided that during our last completed fiscal year there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We believe that due to our acquisition of Telerob GmbH in May 2021 that there has been a change to our employee population and our employee compensation arrangements in fiscal year 2023 that would result in a significant change to our pay ratio disclosure and therefore determined to identify a new median employee. We selected April 30, 2023, the last day of our most recently completed fiscal year, as the date upon which our median employee for fiscal year 2023 was identified. In our analysis to identify the median employee, we included all employees employed as of April 30, 2023, excluding our CEO. We identified the median employee based on the sum of regular and overtime wages paid for fiscal year 2023 and the bonus paid pursuant to the company’s fiscal year 2023 bonus program. The company did not annualize the compensation of any employees hired during fiscal year 2023. For employees not paid in U.S. dollars, we used the applicable exchange rate in effect on April 30, 2023 to convert such compensation to U.S. dollars. Using the compiled data, we determined that the fiscal year 2023 annual total compensation of our median employee was $109,279 and that Mr. Nawabi’s annual total compensation for fiscal year 2023 was $4,904,510, both of which were calculated in accordance with Item 402(c) of Regulation S-K. The ratio of these amounts was 44.9:1.

  85. Pay Versus Performance

    Pay Versus Performance

  86. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended April 30, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  87. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO1 (b) | Compensation Actually Paid to PEO (c) | Average Summary Compensation Table Total for non-PEO NEOs (d) | Average Compensation Actually Paid to non-PEO NEOs1 (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return2 (g) | Net Income (Loss) ($ Thousands) (h) | Revenue3 ($ Thousands) (i) | | 2023 | $4,904,510 | $6,973,761 | $1,210,207 | $1,219,831 | $167.09 | $149.02 | $(176,167) | $540,536 | | 2022 | $3,524,268 | $(1,040,038) | $1,184,605 | $149,399 | $133.29 | $134.89 | $(4,185) | $445,732 | | 2021 | $2,524,773 | $6,491,363 | $743,648 | $1,273,866 | $183.16 | $139.22 | $23,345 | $394,912 |

  88. Pay Versus Performance Table

    1. Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  89. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | Wahid Nawabi | Kevin McDonnell, Melissa Brown and Alison Roelke | | 2022 | Wahid Nawabi | Kevin McDonnell, Kenneth Karklin, Melissa Brown and Alison Roelke | | 2021 | Wahid Nawabi | Kevin McDonnell, Kenneth Karklin, Melissa Brown and Alison Roelke |

  90. Pay Versus Performance Table

    The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our Chief Executive Officer or our other Named Executive Officers during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  91. Pay Versus Performance Table

    | | PEO | | | | Prior FYE Current FYE Fiscal Year | 4/30/2020 4/30/2021 2021 | 4/30/2021 4/30/2022 2022 | 4/30/2022 4/30/2023 2023 | | Summary Compensation Table Total | $2,524,773 | $3,524,268 | $4,904,510 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(1,333,024) | $(2,645,306) | $(3,158,927) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $3,013,951 | $1,554,919 | $4,544,265 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,749,099 | $(3,378,254) | $691,874 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $536,565 | $(95,665) | $(7,961) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $6,491,363 | $(1,040,038) | $6,973,761 |

  92. Pay Versus Performance Table

    | | Average for non-PEO NEOs | | | | Prior FYE Current FYE Fiscal Year | 4/30/2020 4/30/2021 2021 | 4/30/2021 4/30/2022 2022 | 4/30/2022 4/30/2023 2023 | | SCT Total | $743,648 | $1,184,605 | $1,210,207 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(204,970) | $(760,296) | $(989,739) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $463,449 | $280,308 | $949,192 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $219,241 | $(291,827) | $128,731 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $52,497 | $(14,650) | $5,279 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $(248,741) | $(83,840) | | Compensation Actually Paid | $1,273,866 | $149,399 | $1,219,831 |

  93. Pay Versus Performance Table

    Adjustments include the following assumptions used to calculate the fair value of the awards at each valuation date in accordance with ASC 718: (i) for awards of restricted stock, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the change in stock price at each fiscal year end presented by the number of shares of restricted stock outstanding on such valuation date, and (ii) for PRSU awards, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the stock price at each fiscal year end by the number of PSUs outstanding and by the estimated probability of achieving the performance target that was used to calculate our ASC Topic 718 expense for each fiscal year. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Notes 13 and 14 to the financial statements included in our annual report on Form 10-K for our fiscal year ended April 30, 2023, as filed with the SEC. 2. For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the SPADETM Defense Index, which is the peer group used by the company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance when establishing compensation programs, we have determined that revenue is the financial performance measure that represents the most important performance measure (that is not otherwise required to be disclosed in the table) we use to link compensation actually paid to our Named Executive Officers for the most recently completed fiscal year to the company’s performance.

  94. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  95. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended April 30, 2023: • Revenue; • Adjusted EBIDTA; and • Bookings. For additional details regarding our most important financial performance measures, please see the sections titled “Annual Cash Bonuses” and “Long-Term Incentive Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement.

  96. Pay Versus Performance Tabular List

    | AUDIT MATTERS |

  97. Is cumulative voting allowed for the election of directors?

    Is cumulative voting allowed for the election of directors? No. You may not cumulate your votes for the election of directors.