DEF 14A of AeroVironment Inc, Aug 13, 2025

DEF 14A of AeroVironment Inc

Filed Aug 13, 2025 · FY20250001104659-25-077059

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  1. DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 23)

    DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 23)

  2. DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 23)

    | Name | Age | Director Since | Primary Experience | Committee Membership | # of Other Public Company Boards | | Director Nominees | | | | | | | Edward R. Muller* | 73 | 2013 | Former Chairman and Chief Executive Officer of GenOn Energy Inc. and former director of public companies | A, C, E, L | 0 | | Charles Thomas Burbage* | 77 | 2013 | Former Executive Vice President and General Manager, Joint Strike Fighter Program of Lockheed Martin | C, NCG, E | 0 | | David Wodlinger* | 45 | 2025 | Managing Partner at Arlington Capital Partners, former Chairperson of BlueHalo and director of several private Arlington Capital portfolio companies | — | 0 | | Henry Albers* | 36 | 2025 | Principal at Arlington Capital Partners and former director at BlueHalo and director of several private Arlington Capital portfolio companies | — | 0 | | Other Directors | | | | | | | Wahid Nawabi | 56 | 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 | E | 0 | | Stephen F. Page* | 85 | 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 | | Cindy K. Lewis* | 68 | 2021 | Former Chairperson for AirBorn Consolidated Holdings, Inc. Former President and Chief Executive Officer of AirBorn Consolidated Holdings, Inc. | A, CS | 0 | | Admiral Philip S. Davidson* | 65 | 2023 | Retired Navy Admiral, founder of Davidson Strategies, LLC and current director of two other public companies | A, CS | 2 | | Hon. Mary Beth Long* | 61 | 2023 | Former United States Assistant Secretary of Defense for International Security Affairs | NCG, CS | 0 | | General Joseph L. Votel* | 67 | 2023 | Retired four-star Army general, former commander of United States Central Command, current Strategic Advisor for Sierra Nevada Corporation and director of four private companies | C, CS | 0 |

  3. DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 13 — 23)

    * = Independent Director L = Lead Independent Director A = Audit Committee C = Compensation Committee CS = Cybersecurity Committee E = Executive Committee NCG = Nominating and Corporate Governance Committee

  4. 2025 NOMINEES FOR ELECTION AS DIRECTORS

    2025 NOMINEES FOR ELECTION AS 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 named in this proxy statement would contribute to an effective and well-functioning board. They also believe that the combination of the various qualifications, skills and experiences of such 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 for election at the annual meeting 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.

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | Edward R. Muller | | | Director Since: | 2013 | | Age: | 73 | | Board Committees and Leadership: | Chair of Audit Committee; member of Compensation Committee and Executive 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. (NYSE: NRG), 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. From 2007 to 2024, Mr. Muller served as a director of Transocean Ltd. (NYSE: RIG), an offshore oil and gas driller. Mr. Muller currently serves as the Chairman of the Advisory Board of the UCLA Institute for Carbon Management and of CarbonBuilt, Inc., a provider of low carbon concrete technology, Concrete, AI, Inc., a provider of AI-assisted concrete production and carbon reductions, Equatic, Inc., a carbon-capture technology company, Nextli Technologies, Inc., a cement decarbonization company, and, Specifx, Inc., developer of lithium extraction technologies. 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. |

  7. Director Nominees

    | Charles Thomas Burbage | | | Director Since: | 2013 | | Age: | 77 | | 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 GKN Aerospace North America, Inc., a global tier one supplier of airframe and engine structures, landing gear, electrical interconnection systems, transparencies, and aftermarket services and Strike Defense Systems, LLC, a provider of signal processing and sensor solutions. 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. His background and experience are critically important to the board because of the innovative nature and technical complexity of our products. |

  8. Director Nominees

    | David Wodlinger | | | Director Since: | 2025 | | Age: | 45 | | Board Committees and Leadership: | None | | Summary of Experience: | Mr. Wodlinger joined Arlington Capital Partners in 2006 where he currently serves as a Managing Partner. As a Managing Partner of Arlington, Mr. Wodlinger shares overall responsibilities for all management and investment activities of the firm and leads Arlington’s investments in the National Security sector. Mr. Wodlinger has over 20 years of private equity and merger and acquisition transactional experience and has completed more than 65transactions over the course of his career at Arlington. Prior to joining Arlington, Mr. Wodlinger worked in Deutsche Bank’s Financial Sponsors Group in New York. While at Deutsche Bank, Mr. Wodlinger worked on the origination, diligence, structuring, and financing of leveraged buyouts. Prior to Deutsche Bank, Mr. Wodlinger worked as a management consultant focused on the U.S. Intelligence Community. Mr. Wodlinger currently serves as the Chairman of the board of directors of several private Arlington portfolio companies, including BlueHalo and Systems Planning and Analysis. Mr. Wodlinger previously served as the Chairman of the board of directors of Eqlipse Technologies, and Centauri, and as a member of the board of directors of Cambridge MajorLabs, Micron Technologies, Novetta Solutions, Polaris Alpha, and Quantum Spatial. Mr. Wodlinger graduated cum laude, with an A.B. in Economics from Georgetown University. | | Specific Qualifications, Attributes, Skills and Experience | | | | Defense Industry Related Experience Mr. Wodlinger’s over two decades of private equity and investment banking focus in government regulated industries, including aerospace and defense companies, brings highly relevant experience to our military-focused multi-domain systems business. | | | Board Experience Mr. Wodlinger’s tenure as a director for more than 10 private companies contributes valuable expertise in corporate governance and board leadership. |

  9. Director Nominees

    | Henry Albers | | | Director Since: | 2025 | | Age: | 36 | | Board Committees and Leadership: | None | | Summary of Experience: | Mr. Albers joined Arlington Capital Partners in 2018 where he currently serves as a Principal on the investment team. Prior to joining Arlington, Mr. Albers was an Associate at The Carlyle Group where he focused on buyout and strategic minority investments in the aerospace, defense, and government services sectors. Prior to The Carlyle Group, Mr. Albers was an Analyst at Morgan Stanley in its industrials investment banking group where he advised clients on a variety of mergers and acquisitions and capital markets transactions. Mr. Albers currently serves on the board of directors of several private Arlington portfolio companies, including Afton Scientific, BlueHalo, Forged Solutions Group, Grand River Aseptic Manufacturing, and Qarbon Aerospace, and previously served on the board of directors of Eqlipse Technologies. Mr. Albers holds an M.B.A. from Harvard Business School and a B.B.A. in Finance, summa cum laude, from The College of William & Mary. | | Specific Qualifications, Attributes, Skills and Experience | | | | Defense Industry Related Experience Mr. Albers’ combined eleven years of private equity and investment banking focus in government regulated industries, including aerospace and defense companies, brings highly relevant experience to our military-focused multi-domain systems business. | | | Board Experience Mr. Albers’ tenure as a director for multiple private companies contributes valuable expertise in corporate governance and board leadership. |

  10. Continuing Directors

    Continuing Directors

  11. Continuing Directors

    | Wahid Nawabi | | | Director Since: | 2016 | | Age: | 56 | | 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., a provider of next-generation cooling solutions to many of the world’s largest cloud services, semiconductor, manufacturing and IT hardware providers. 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 other operating segments 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.” |

  12. Continuing Directors

    | General Joseph L. Votel (Ret.) | | | Director Since: | 2023 | | Age: | 67 | | Board Committees and Leadership: | Member of the Compensation Committee; member of the Cybersecurity Committee | | Summary of Experience: | General Joseph L. Votel has served as a member of our board of directors since November 2023. Mr. Votel is a retired four-star general with 39 years of military experience. He most recently served as the Commanding General of the United States Central Command and before that was the Commander of the United States Special Operations Command. He served in the Pentagon, Operation ENDURING FREEDOM, and Operation IRAQI FREEDOM, among others. Following his retirement from military service, General Votel served as President & CEO of Business Executives for National Security (BENS) from 2020 to 2023. He is a member of the Board of Trustees of Noblis Corporation, and a Strategic Advisor for Sierra Nevada Corporation, both of which are positions he has held since 2019. Mr. Votel is a Board Director with Minnesota Wire & Cable Company, a custom design, development and manufacturing company for wire, cable and interconnect assemblies DC Capital Partners, LLC, a private equity investment firm, and Helix Decision Science, LLC, a technology company focused on the interaction of AI systems, supporting technologies and data across businesses, a member of the Government Advisory Board for Insight Partners and a member of the Draper Corporation. He is also a member of the Board of Governors at the Middle East Institute and the Distinguished Chair of the Combating Terrorism Center at West Point. Mr. Votel also serves as an advisor to Ansys Government Initiative, Orbis Operations, LLC and NtelSec, Inc. Mr. Votel is a member of the Executive Boards at Freedom House and the UPenn Center for Ethics and the Rule of Law (CERL). He is a current member of the Defense Business Board and the Council on Foreign Relations. Mr. Votel graduated from the United States Military Academy in 1980 and earned a master’s degree from the U.S. Army Command and Staff College in 1991 and from the Army War College in 2001. | | Specific Qualifications, Attributes, Skills and Experience | | | | Defense and Related Industry Experience Drawing from his extensive 39-year career in the U.S. Army and his involvement with military advisory groups, Mr. Votel brings invaluable experience to our military-focused intelligent, multi-domain robotic systems business. Mr. Votel’s critical insights into the needs and demands of our customers enhance our operations. | | | Extensive Global or International Business Experience Mr. Votel possesses substantial international expertise, including a deep understanding of international military clients. This knowledge is particularly pertinent to our growing global business. | | | Board Experience Mr. Votel’s tenure as a director and strategic advisor for multiple private companies contributes valuable expertise in corporate governance and board leadership. |

  13. Continuing Directors

    | Admiral Philip S. Davidson (Ret.) | | | Director Since: | 2023 | | Age: | 65 | | Board Committees and Leadership: | Member of the Audit Committee; member of the Cybersecurity Committee | | Summary of Experience: | Admiral 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. He previously served as the commander of U.S. Fleet Forces Command/Naval Forces U.S. Northern Command and as the commander, U.S. 6th Fleet, and the commander, Naval Striking and Support Forces NATO, while simultaneously serving as the deputy commander, U.S. Naval Forces Europe and U.S. Naval Forces Africa. 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. (NYSE: PARR), an oil and gas exploration and production company, and Norfolk Southern Corporation (NYSE: NSC), a freight transportation network operator. 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. 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. | | 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 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 a director of Par Pacific Holdings, Inc. and Norfolk Southern Corporation provides us with valuable corporate governance and board leadership experience. |

  14. Continuing Directors

    | Honorable Mary Beth Long | | | Director Since: | 2023 | | Age: | 61 | | Board Committees and Leadership: | Member of the Nominating & Corporate Governance Committee; member of the Cybersecurity Committee | | Summary of Experience: | The Honorable Mary Beth Long has served as a member of our board of directors since August 2023. 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 MB Long and Associates, PLLC, a law firm specializing in defense sales, contracting and compliance, and until 2022 was a principle with Askari Defense & Intelligence, LLC, a firm focused on international consultancy, since founding each firm in 2010. Ms. Long is also a member of the strategic advisory board for Liberty Defense Holdings, Ltd. Ms. Long was also a director for Red Cat Holdings, Inc. (NASDAQ: RCAT), a drone company, 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 November 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 brings 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 is extremely valuable to us as international business continues to be an increasingly important component of our business. | | | Public Company Board Experience Ms. Long’s prior service as a director of Red Cat Holdings, Inc. provides us with valuable corporate governance and board leadership experience. |

  15. Continuing Directors

    | Stephen F. Page | | | Director Since: | 2013 | | Age: | 85 | | Board Committees and Leadership: | Chair of the Nominating and Corporate Governance Committee; member of the Audit 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. (NYSE: LOW), a home-improvement retailer, from 2003 to 2012; PACCAR, Inc. (NASDAQ: PCAR), 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 RTX Corporation (formerly 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 business experience is of significant importance to the board as the company continues to execute on its growth plan. | | | 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. |

  16. Continuing Directors

    | Cindy K. Lewis | | | Director Since: | 2021 | | Age: | 68 | | Board Committees and Leadership: | Chair of the Cybersecurity Committee; Member of the Audit 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., a middle-market, employee-owned company specializing in high reliability electronics manufacturing. She served as Chairperson of AirBorn from November 2013 to June 2024. 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 and 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 for major transactions, and was directly involved in all related contract negotiations. Ms. Lewis additionally led the strategy and execution of the 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 included Chief Operating Officer, Vice President of Manufacturing, Vice President of Supply Chain and General Manager. |

  17. 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 and oversaw ESG strategy and activities. |

  18. SUMMARY OF DIRECTOR NOMINEES

    SUMMARY OF DIRECTOR NOMINEES The following information and graphics summarize the qualifications of the director nominees for election at the annual meeting and the other continuing members of the board. Based on a careful assessment, the Nominating and Corporate Governance Committee and the board have concluded that each director nominee for election at the annual meeting is qualified to serve as a director and that the collective board, including the nominees for election at the annual meeting, 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. Nominees and other directors exhibit:

  19. SUMMARY OF DIRECTOR NOMINEES

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

  20. Our director nominees and other directors for election at the annual meeting bring a balance of important skills to our boardroom

    Our director nominees and other directors for election at the annual meeting 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. Our director nominees for election at the annual meeting and other continuing directors provide an effective mix of experience and fresh perspective.

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  22. 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. In June 2023, 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-employee director compensation for fiscal year 2025. In June 2024, after discussing the compensation of non-employee directors with Pay Governance, the Compensation Committee recommended, and the board determined, that for fiscal year 2025 service (a) the Cybersecurity Committee chair and members would receive cash retainers in the same amounts as the Compensation Committee chair and members, respectively, (b) the cash retainers for the other committees would remain unchanged from fiscal year 2024 levels, and (c) the equity grant portion of compensation for each non-employee director for fiscal year 2025 service would be increased to $160,000 to align with market compensation practices of our peer companies. The table below presents the annual cash retainer fees for our non-employee directors in effect in fiscal year 2025.

  23. Compensation of Non-Employee Directors

    | Director Responsibilities1 | 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 | | Chair of Cybersecurity Committee | $15,000 | | Cybersecurity Committee Member (not including Chair) | $7,000 |

  24. Compensation of Non-Employee Directors

    1 No retainers are paid for Executive Committee service. 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. Retainers are prorated for partial service during any quarter. 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 2025 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. The annual awards for fiscal year 2025 service were granted in June 2024 to our non-employee directors serving as directors at such time. Such awards vest in three equal installments on July 11, 2025, 2026 and 2027. 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 during fiscal year 2025 were eligible to 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. 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.

  25. Fiscal Year 2025 Non-Employee Director Compensation Table

    Fiscal Year 2025 Non-Employee Director Compensation Table The following table identifies the compensation paid during fiscal year 2025 to each person who served as a non-employee director during fiscal year 2025. Mr. Wodlinger and Mr. Albers were appointed to the board of directors effective May 1, 2025, and did not serve as directors of the company during fiscal year 2025.

  26. Fiscal Year 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | All Other Compensation ($) | Total ($) | | Charles Thomas Burbage | 80,000 | 159,860 | — | 239,860 | | Cindy K. Lewis | 87,500 | 159,860 | — | 247,360 | | Edward R. Muller | 107,000 | 159,860 | — | 266,860 | | Stephen F. Page | 80,000 | 159,860 | — | 239,860 | | Philip Davidson | 77,000 | 159,860 | — | 236,860 | | Mary Beth Long | 73,000 | 159,860 | — | 232,860 | | Joseph L. Votel | 67,000 | 159,860 | — | 226,860 |

  27. Fiscal Year 2025 Non-Employee Director Compensation Table

    1. The value of the restricted stock awards granted during fiscal year 2025 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, 2025, as filed with the SEC. None of the non-employee members of our board who served on the board during fiscal year 2025 held unexercised options as of April 30, 2025. The non-employee members of our board who served on the board during fiscal year 2025, held the following aggregate number of shares of unvested restricted stock as of April 30, 2025:

  28. Fiscal Year 2025 Non-Employee Director Compensation Table

    | Name | Number of Securities Underlying Unvested Restricted Stock | | Charles Thomas Burbage | 2,391 | | Cindy K. Lewis | 2,391 | | Edward R. Muller | 2,391 | | Stephen F. Page | 2,391 | | Philip Davidson | 2,108 | | Mary Beth Long | 1,926 | | Joseph L. Votel | 1,818 |

  29. Fiscal Year 2025 Non-Employee Director Compensation Table

    The following table provides a breakdown of fees earned or paid in cash during fiscal year 2025.

  30. Fiscal Year 2025 Non-Employee Director Compensation Table

    | Name | Annual Retainers ($) | Lead Independent Director, and Committee Chair Retainer Fees ($) | Committee Member Retainer Fees ($) | Total Fees ($) | | Charles Thomas Burbage | 60,000 | 15,000 | 5,000 | 80,000 | | Cindy K. Lewis | 60,000 | 15,000 | 12,500 | 87,500 | | Edward R. Muller | 60,000 | 40,000 | 7,000 | 107,000 | | Stephen F. Page | 60,000 | 10,000 | 10,000 | 80,000 | | Philip Davidson | 60,000 | — | 17,000 | 77,000 | | Mary Beth Long | 60,000 | — | 13,000 | 73,000 | | Joseph L. Votel | 60,000 | — | 7,000 | 67,000 |

  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.

  32. Executive Summary

    We delivered both strong financial performance and other significant results during fiscal 2025, including: • Secured numerous awards under U.S. DoD programs of record, including the U.S. DoD’s Replicator initiative, and the U.S. Army’s Directed Requirement (DR) for Lethal Unmanned Systems (LUS); • Delivered record annual revenue of $820.6 million, up 14% percent year-over-year; and record quarterly revenue of $275.1 million in our fourth quarter; • Produced record full year revenue and profitability, marking our eighth consecutive year of top-line growth; • Generated full fiscal year diluted earnings per share of $3.28 per share; and • Successfully completed the acquisition of BlueHalo one day after the fiscal year ended on May 1, 2025. For fiscal year 2025, the Compensation Committee devised three interrelated annual bonus plans for our NEOs based on their corporate or operational segment function within the company. The Compensation Committee set consolidated company financial performance and strategic objectives for the Company Annual Cash Bonus Plan, in which Mr. Nawabi, Mr. McDonnell and Ms. Brown participated. For each of Mr. Stevenson and Mr. Hush, the Compensation Committee established a Segment Bonus Plan which consisted of consolidated company financial performance and strategic objectives, as well as segment specific strategic objectives and financial goals. Each bonus plan focused performance on bookings, revenue and adjusted EBITDA metrics either at the consolidated company level and/or at the operational segment level. The strategic objectives for the Company Annual Cash Bonus Plan related to winning certain key programs, adding new customers, achieving key milestones on product development, hitting adjusted cash flows targets for each operating segment, achieving capital expenditure targets and completing phase II of the company’s new ERP system implementation. The strategic objectives for the Segment Bonus Plans related to objectives such as winning key programs, receiving orders from certain customers, receiving orders for new products, meeting development milestones for new products and meeting free cash flow targets. Based on our performance relative to the metrics established by our Compensation Committee for annual bonus plan purposes in fiscal year 2025, our Named Executive Officers received payouts of their annual cash bonuses above target amounts established for our fiscal year 2025 bonus plan. 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 | | ✓ | Industry benchmarking as a part of compensation determinations | | ✓ | 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 change in control 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 | | ✘ | No counting of outstanding performance-based restricted stock units or in-the-money options when determining whether share ownership guidelines have been met |

  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 Chairman, 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 2025, 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 June 2024, with the assistance of Pay Governance, and to better align with the company’s larger size and scope, 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 2025: AAR Corp. Axon Enterprise, Inc. Cadre Holdings, Inc. Digi International, Inc. Ducommun Incorporated Hexcel Corporation Iridium Communications, Inc. Itron, Inc. Kaman Corporation Kratos Defense & Security Solutions, Inc. Leonardo DRS, Inc. MACOM Technology Solutions Holdings, Inc. QinetiQ Group plc Triumph Group, Inc. Based on the company’s larger size and scope, the Compensation Committee added new companies AAR Corp., Cadre Holdings, Inc., Hexcel Corporation, Itron, Inc., Leonardo DRS, Inc., MACOM Technology Solutions Holdings, Inc. and Triumph Group, Inc. to our peer group for fiscal year 2025. 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. With the assistance of Pay Governance, 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 analysis of the peer group to assess the competitiveness of our compensation levels. 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 addition to seeking input from other independent directors, 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 2025, the Compensation Committee determined to increase the base salaries of our Named Executive Officers, as shown below:

  38. Executive Compensation Program Components

    The base salary increases for each of Messrs. Stevenson and Hush were intended to bring them closer to the median of the competitive market data provided by Pay Governance based on our peer group, as their fiscal year 2024 base salaries were significantly below the median for similarly-situated executives. We believe that the base salaries paid to our Named Executive Officers during fiscal year 2025 helped to achieve our executive compensation objectives and are position appropriate relative to 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 and strategic objectives 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 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 Chairman, 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 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. 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. Fiscal year 2025 target bonus levels are provided in the table below.

  39. Executive Compensation Program Components

    | Named Executive Officer | Target Bonus Level | Percentage of Base Salary | | Wahid Nawabi | $880,000 | 100.0% | | Kevin McDonnell | $346,513 | 70.0% | | Melissa Brown | $288,307 | 60.0% | | Trace Stevenson | $297,006 | 70.0% | | Brett Hush | $284,375 | 70.0% |

  40. Executive Compensation Program Components

    Establishing Performance Measures — Company Company Annual Cash Bonus Plan At the beginning of each fiscal year, the Compensation Committee identifies one or more 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 and maximum levels of performance are also established for each financial performance measure. In the event that the threshold performance level for any financial performance measure is not met, then no credit will be given with respect to the portion of the annual bonus attributable to that financial performance measure. For fiscal year 2025, in addition to establishing consolidated company and segment financial performance measures, the Compensation Committee established separate objectives tied to the achievement of various strategic initiatives for each of our operating segments and, the achievement of an internal company initiative, 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 financial performance measures established at the beginning of the year. The Compensation Committee also reviews the achievement of the pre-established strategic objectives. 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 2025 Plans. For fiscal year 2025, the Compensation Committee devised three interrelated annual bonus plans for our NEOs based on their corporate or operational segment function within the company. The Compensation Committee set consolidated company financial performance and strategic objectives for the Company Annual Cash Bonus Plan, in which Mr. Nawabi, Mr. McDonnell and Ms. Brown participated. For each of Mr. Stevenson and Mr. Hush, the Compensation Committee established a Segment Bonus Plan which consisted of consolidated company financial performance and strategic objectives, as well as segment specific strategic objectives and financial goals. Each bonus plan focused performance on bookings, revenue and adjusted EBITDA metrics either at the consolidated company level and/or at the operational segment level. The Compensation Committee selected revenue, annual bookings and adjusted EBITDA as the company financial performance measures for the Company Annual Cash Bonus Plan based on the recommendation of our Chief Executive Officer and after reviewing the company’s annual operating plan for fiscal year 2025 and the company’s long-term strategic plan. These financial metrics are measured at the consolidated company level for purposes of the Company Annual Cash Bonus Plan and at the segment level for the Segment Annual Cash Bonus Plans. Additionally, each of the Company Annual Cash Bonus Plan and Segment Annual Cash Bonus Plans included strategic objectives. For the purposes of the Company Annual Cash Bonus Plan, the Compensation Committee selected fifteen strategic objectives tied to the achievement of various strategic initiatives in each of our segments (related to winning certain key programs, adding new customers, achieving key milestones on product development, hitting adjusted cash flows targets for each operating segment, receiving orders for new products and obtaining new development program contracts, achieving capital expenditure targets as well as an internal company initiative for implementing enterprise resource planning system (“ERP”) enhancements) , each of which were individually weighted. The strategic objectives for the Segment Annual Cash Bonus Plans related to objectives such as winning key programs, receiving orders from certain customers, receiving orders for new products, meeting development milestones for new products and meeting free cash flow targets, each of which were individually weighted. The table below provides the weightings selected by the Compensation Committee for fiscal year 2025:

  41. Weighting for Fiscal 2025 Annual Bonus Plan Goals — Company Annual Cash Bonus Plan

    Weighting for Fiscal 2025 Annual Bonus Plan Goals — Company Annual Cash Bonus Plan

  42. Weighting for Fiscal 2025 Annual Bonus Plan Goals — Company Annual Cash Bonus Plan

    | | Weighting | | Revenue | 25% | | Annual Bookings | 20% | | Adjusted EBITDA | 25% | | Strategic Objectives (collectively)1 | 30% |

  43. Weighting for Fiscal 2025 Annual Bonus Plan Goals — Company Annual Cash Bonus Plan

    1. Each strategic objective was individually weighted between 1.0% and 4.0%.

  44. Weighting for Fiscal 2025 Annual Bonus Plan Goals — Segment Annual Cash Bonus Plans

    Weighting for Fiscal 2025 Annual Bonus Plan Goals — Segment Annual Cash Bonus Plans

  45. Weighting for Fiscal 2025 Annual Bonus Plan Goals — Segment Annual Cash Bonus Plans

    | | Weighting | | Company Annual Cash Bonus Plan1 | 50% | | Segment Revenue | 12.5% | | Segment Annual Bookings | 12.5% | | Segment Adjusted EBITDA | 10% | | Segment Strategic Objectives (collectively)2 | 15% |

  46. Weighting for Fiscal 2025 Annual Bonus Plan Goals — Segment Annual Cash Bonus Plans

    1. 50% of the Segment Annual Cash Bonus Plans is based on the achievement of the metrics associated with the Company Annual Cash Bonus Plan. 2. Each segment strategic objective was individually weighted between 3.0% and 3.75%. The Compensation Committee implemented a formulaic sliding scale for the consolidated company and segment financial performance goals that provides for a 0% payout for the portion of the target bonus associated with that financial metric if we do not meet the established minimum level for such metric. Additionally, maximum performance targets were established for the consolidated company and segment revenue, annual bookings, and adjusted EBITDA metrics. As a result, the Compensation Committee established a maximum payout of 159% of the target bonus amount for both the Company and Segment Annual Cash Bonus Plans if we achieved maximum performance on all metrics.

  47. Target Annual Cash Bonus Amounts Based on Financial Performance

    Target Annual Cash Bonus Amounts Based on Financial Performance

  48. Target Annual Cash Bonus Amounts Based on Financial Performance

    | | Minimum (31% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | ($ in millions) | | | | Consolidated Revenue | 640.2 | 800.3 | 1,000.4 | | Consolidated Annual Bookings | 689.5 | 861.9 | 1,077.4 | | Consolidated Adjusted EBITDA | 86.4 | 144.1 | 180.1 | | UxS Segment Revenue1 | 313.1 | 391.4 | 489.3 | | UxS Segment Annual Bookings1 | 336.0 | 420.0 | 525.0 | | UxS Segment Adjusted EBITDA1 | 58.6 | 97.7 | 122.1 | | LMS Segment Revenue2 | 257.9 | 322.3 | 402.9 | | LMS Segment Annual Bookings2 | 276.4 | 345.5 | 431.9 | | LMS Segment Adjusted EBITDA2 | 38.5 | 64.2 | 80.2 |

  49. Target Annual Cash Bonus Amounts Based on Financial Performance

    1. Reflects revenue and annual bookings for the company’s Uncrewed Systems segment (UxS). Also represents adjusted EBITDA for the UxS segment. Adjusted EBITDA for the UxS Segment means the earnings attributable to the UxS segment (as calculated in accordance with GAAP, depreciation and amortization, excluding any acquisition-related deal & integration costs, and stock-based compensation expenses. Adjusted EBITDA is a non-GAAP measure. An itemized reconciliation between operating income (loss) and adjusted EBITDA (unaudited) for the UxS segment for fiscal year 2025 is set forth below:

  50. Target Annual Cash Bonus Amounts Based on Financial Performance

    | | FY2025 Actual ($ in millions) | FY2025 Target ($ in millions) | | Operating Income (loss) | 11.8 | 60.0 | | Depreciation | 10.5 | 12.9 | | Intangible Amortization | 39.4 | 13.2 | | Amortization | 1.2 | 1.1 | | Acquisition related expenses | 9.6 | — | | Stock-based compensation | 10.6 | 10.5 | | Legal accrual | 1.9 | — | | Adjusted EBITDA | 85.1 | 97.7 |

  51. Target Annual Cash Bonus Amounts Based on Financial Performance

    2. Reflects revenue and annual bookings for the company’s Loitering Munitions segment (LMS). Also represents adjusted EBITDA for the LMS segment. Adjusted EBITDA for the LMS Segment means the earnings attributable to the LMS segment (as calculated in accordance with GAAP, depreciation and amortization, excluding any acquisition-related deal & integration costs, and stock-based compensation expenses. Adjusted EBITDA is a non-GAAP measure. An itemized reconciliation between operating income (loss) and adjusted EBITDA (unaudited) for the LMS segment for fiscal year 2025 is set forth below:

  52. Target Annual Cash Bonus Amounts Based on Financial Performance

    | | FY2025 Actual ($ in millions) | FY2025 Target ($ in millions) | | Operating Income (loss) | 44.7 | 52.1 | | Depreciation | 3.8 | 5.8 | | Intangible Amortization | — | — | | Amortization | 0.9 | 0.7 | | Acquisition related expenses | 7.3 | — | | Stock-based compensation | 6.7 | 5.6 | | Legal accrual | 0.8 | — | | Adjusted EBITDA | 64.2 | 64.2 |

  53. Target Annual Cash Bonus Amounts Based on Financial Performance

    In addition, 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. For all but two of the strategic objectives, the achievement of maximum performance which would result in a payout of 200% of the weighted percentage attributable to the applicable strategic objective. The other two strategic objectives were capped at a maximum payout of 100% even if above-target performance was achieved for such objectives. 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 in June 2024:

  54. Company Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    Company Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

  55. Company Annual Cash Bonus Plan — 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 | 800.3 | 820.6 | 102.5% | 25.0% | 26.3% | | Annual Bookings | 861.9 | 1,165.0 | 135.2% | 20.0% | 30.0% | | Adjusted EBITDA | 144.1 | 146.4 | 101.6% | 25.0% | 25.8% | | Strategic Objectives1 | n/a | n/a | 50.0% | 30.0% | 32.6% | | Total Percentage Payout of Target Bonus2 | | | | | 114.7% |

  56. Company Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    1. Reflects the weighted average achievement percentage of fifteen strategic objectives, including the company initiative for ERP system enhancements. 2. Exclusive of discretionary bonus paid.

  57. UxS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    UxS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

  58. UxS Segment Annual Cash Bonus Plan — 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 | | Company Annual Cash Bonus Plan | See above | See above | 110.5% | 50.0% | 57.4% | | UxS Segment Revenue | 391.4 | 381.8 | 97.5% | 12.5% | 11.6% | | UxS Segment Annual Bookings | 420.0 | 398.8 | 94.9% | 10.0% | 8.5% | | UxS Segment Adjusted EBITDA | 97.7 | 85.1 | 87.1% | 12.5% | 8.5% | | Strategic Objectives1 | n/a | n/a | 132.3% | 15.0% | 23.0% | | Total Percentage Payout of Target Bonus2 | | | | 100% | 108.9% |

  59. UxS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    1. Reflects the weighted average achievement percentage strategic objectives for the UxS segment. 2. Exclusive of discretionary bonus paid.

  60. LMS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    LMS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

  61. LMS Segment Annual Cash Bonus Plan — 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 | | Company Annual Cash Bonus Plan | See above | See above | 110.5% | 50.0% | 57.4% | | UxS Segment Revenue | 322.3 | 352.0 | 109.2% | 12.5% | 14.8% | | UxS Segment Annual Bookings | 345.5 | 672.7 | 194.7% | 10.0% | 15.0% | | UxS Segment Adjusted EBITDA | 64.2 | 64.2 | 100.1% | 12.5% | 12.5% | | Strategic Objectives1 | n/a | n/a | 90.8% | 15.0% | 15.7% | | Total Percentage Payout of Target Bonus2 | | | | 100% | 115.3% |

  62. LMS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    1. Reflects the weighted average achievement percentage strategic objectives for the LMS segment. The Compensation Committee determined to pay discretionary bonuses to certain Named Executive Officers due to their significant individual performance and achievements during fiscal year 2025 and upon recommendation from the Chief Executive Officer. The Compensation Committee awarded discretionary bonuses, as a percentage of each officer’s target bonus, of 10% to Mr. McDonnell, 20% to Ms. Brown, and 30% to Mr. Hush. The discretionary bonuses awarded to the Named Executive Officers were consistent, on a percentage of target bonus basis, with discretionary bonuses paid to a number of non-executive employees for fiscal year 2025. The Compensation Committee believed that the discretionary bonuses were warranted and appropriate due to, as described above under “Executive Summary,” the officers’ leadership during fiscal year 2025 in achieving the company’s outstanding performance. Long-Term Incentive Compensation 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. 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. We use 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, in connection with granting annual awards to our executives, 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, 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 our standard mix of long-term incentives listed below. No promotional or special incentive awards were granted in fiscal 2025. 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. • 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 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. 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 (or, for Executive Severance Participants, within 3 months prior to or 18 months following a change in control), all restricted stock awards held by the Named Executive Officer will vest upon such termination. Our Named Executive Officers who are Transaction Severance Participants may also be eligible for accelerated vesting of their time-based restricted stock awards in the event of a qualifying termination that is not in connection with a change in control, as described below on page 64 under “Severance Plans”.

  63. LMS Segment Annual Cash Bonus Plan — Percentage of Achievement of Performance Goals and Weighted Average Payout Percentages

    Performance-based Restricted Stock Unit Awards for the FY2025-FY2027 Performance Period. In June 2024, the Compensation Committee granted PRSUs to the Named Executive Officers. The PRSUs will vest based on the company’s achievement of cumulative revenue and adjusted EBITDA targets for fiscal years 2025, 2026 and 2027 (such period of time is referred to as the FY2025-FY2027 Performance Period). Set forth below is a list of the Named Executive Officers who were granted PRSUs for the FY2025-FY2027 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 June 2024, 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, 2025. Set forth below is a list of the Named Executive Officers who were issued restricted stock awards in June 2024 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.

  64. June 2024 Long-Term Incentive Compensation Awards to the Named Executive Officers

    June 2024 Long-Term Incentive Compensation Awards to the Named Executive Officers

  65. June 2024 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 | 8,591 | 15,954 | 39,885 | 65.0% | | Kevin McDonnell | Executive Vice President and Chief Financial Officer | 2,465 | 4,578 | 11,445 | 65.0% | | Melissa Brown | Executive Vice President, Chief Legal and Compliance Officer | 1,150 | 2,136 | 5,340 | 65.0% | | Trace Stevenson | President, Autonomous Systems | 1,056 | 1,962 | 4,905 | 65.0% | | Brett Hush | Executive Vice President, Loitering Munitions | 1011 | 1,878 | 4,695 | 65.0% |

  66. June 2024 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 FY2023-FY2025 Performance Period. Following the completion of fiscal year 2025, the Compensation Committee reviewed the company’s three-year cumulative revenue and adjusted EBITDA for the FY2023-2025 performance period. Based on these results, the Compensation Committee determined that the FY2023-2025 Performance Period PRSUs vested at 201.1% of target. Below is the actual performance with respect to the revenue and adjusted EBITDA compared to the target levels for each of these financial metrics established by the Compensation Committee in June 2022 for the PRSUs for the FY2023-2025 Performance Period.

  67. Percentage of Achievement of Financial Metrics for FY2023-2025 Performance Period

    | Name | Title | Target PRSUs (#) | % Payout | Shares of Common Stock Issued (#) | | Wahid Nawabi | President and Chief Executive Officer | 19,860 | 201.1% | 39,938 | | Kevin McDonnell | Executive Vice President and Chief Financial Officer | 8,511 | 201.1% | 17,115 | | Melissa Brown | Executive Vice President, Chief Legal & Compliance Officer | 3,934 | 201.1% | 7,911 | | Trace Stevenson | President, Autonomous Systems | 1,702 | 201.1% | 3,422 | | Brett Hush | Executive Vice President, Loitering Munitions | 1,702 | 201.1% | 3,422 |

  68. Other Compensation Practices

    Other Compensation Practices Employee Benefit Plans We maintain various broad-based 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 2025 are set forth in the Summary Compensation Table below. We have established an Employee Stock Purchase Plan (“Purchase Plan”) for our employees who satisfy certain eligibility requirements. Pursuant to the Purchase Plan, participants who contribute a portion of their eligible compensation to the plan are eligible to purchase shares of the company at a discount. 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 supplemental life and accidental death, and dismemberment insurance benefits to those provided to 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 2025, 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 2025, only Mr. McDonnell participated in the tuition reimbursement program. The company reimbursed Mr. McDonnell for tuition expenses in fiscal year 2025 in the amount of $5,250. None of our Named Executive Officers received aggregate perquisites in excess of $10,000 in fiscal year 2025. Executive Severance Arrangements We maintain the AeroVironment, Inc. Executive Severance Plan (the “Executive Severance Plan”). Of our Named Executive Officers, only the Chairman, President and Chief Executive Officer, Chief Financial Officer, and Chief Legal & Compliance Officer are participants in the Executive Severance Plan (collectively, such officers are referred to as the “Executive Severance Participants” herein), which provides for the payment of certain benefits to the officer in connection with a change in control and/or a qualifying termination of the officer’s employment. The Compensation Committee approved the Executive Severance Plan to ensure our Executive Severance Participants 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 Executive Severance Plan, including providing information regarding plans in place for executives at companies in our peer group at the time of the Executive Severance Plan’s adoption. The Executive Severance Plan has a double trigger mechanism pursuant to which benefits are only paid if the Executive Severance Participant is terminated by the company without cause or the Executive Severance Participant 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 Executive Severance Plan also provides for the provision of certain severance benefits if an Executive Severance Participant’s employment is terminated by the company other than for cause during their eligibility under the Executive Severance Plan and not in connection with a change of control transaction. Additionally, the Executive Severance Plan provides for certain severance benefits in connection with the Executive Severance Participant’s death or disability. Executive Transaction Severance Plan We maintain the AeroVironment, Inc. Executive Transaction Severance Plan (the “Transaction Severance Plan”). Of our Named Executive Officers, only the President, Autonomous Systems and Executive Vice President, Loitering Munitions are participants in the Transaction Severance Plan (together, such officers are referred to as the “Transaction Severance Participants” herein), which provides for the payment of certain benefits to the officers in connection with a qualifying termination of the officer’s employment that occurs on or prior to November 18, 2025. In connection with entering into that certain Agreement and Plan of Merger, dated as of November 18, 2024, by and among the company, BlueHalo Financing TopCo, LLC, and the other parties thereto (the “Merger Agreement”), the Compensation Committee approved the Transaction Severance Plan to ensure our Transaction Severance Participants continue their employment with us and ensure a successful integration following the consummation of the transactions contemplated by the Merger Agreement. The Transaction Severance Participants are eligible to receive certain severance benefits under the Transaction Severance Plan if their employment is terminated by the company without cause on or prior to November 18, 2025. For additional information on our Executive Severance Plan and the Executive Transaction Severance Plan, see below on page 64 under “Severance Plans”. 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 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

  69. 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 $151.52 per share of our common stock on April 30, 2025, the last trading day of fiscal year 2025, by (b) such executive’s base salary. 2. Mr. Stevenson was appointed as an executive officer in June 2023, and therefore has until June 2028 to achieve the minimum ownership level under the company’s Stock Ownership Guidelines. 3. As of May 1, 2025, Mr. Hush is no longer considered an executive officer and therefore is no longer subject to the company’s Stock Ownership Guidelines. Compensation Recovery Policy On October 2, 2023, the company approved a clawback policy compliant with the Dodd-Frank Act as required by the Nasdaq Stock Market listing rules. Under the company’s “clawback” policy, if the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, the policy requires the company to seek recovery of incentive-based compensation erroneously received by current or former executive officers during the three completed fiscal years immediately preceding the year in which the company first determines it must make such restatement, unless the Compensation Committee determines that recovery would be impracticable, as defined in the policy. Pursuant to this policy, erroneous payments must be recovered even if there was no misconduct or failure of oversight on the part an individual executive officer. Additionally, under the company’s 2021 Equity Incentive Plan, our board of directors may require reimbursement or forfeiture of incentive compensation from an executive officer in the event that the officer engages in any activity in competition with the company, or which is inimical, contrary or harmful to the interests of the Company, or the officer is terminated for misconduct (as that term is defined in the 2021 Equity Incentive Plan). 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 and reimbursement or forfeiture terms outlined in the 2021 Equity Incentive Plan are in addition to any policies or recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act and the Dodd-Frank Act. 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 policy contains 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 2024, 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 99% of stockholder votes cast in favor of our 2024 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 2025, 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. At this 2025 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.

  70. 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 2025 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.

  71. 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 2025, and (b) the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of fiscal year 2025 (collectively, the “Named Executive Officers”).

  72. 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 | 2025 | 879,071 | — | 5,494,534 | 1,009,369 | 22,155 | 7,405,129 | | | 2024 | 837,9925 | 288,754 | 5,491,561 | 963,197 | 20,549 | 7,602,053 | | | 2023 | 750,006 | — | 3,158,927 | 978,4756 | 17,102 | 4,904,510 | | Kevin McDonnell Executive Vice President and Chief Financial Officer | 2025 | 495,019 | 34,651 | 1,576,623 | 397,452 | 30,222 | 2,533,968 | | | 2024 | 493,288 | 34,651 | 1,872,000 | 404,553 | 33,592 | 2,838,084 | | | 2023 | 450,008 | — | 1,353,765 | 410,960 | 12,520 | 2,227,253 | | Melissa Brown Executive Vice President, General Chief Legal & Compliance Officer & Secretary | 2025 | 476,347 | 57,663 | 735,599 | 330,695 | 20,647 | 1,620,951 | | | 2024 | 460,414 | 27,722 | 873,638 | 323,651 | 19,336 | 1,704,761 | | | 2023 | 416,207 | — | 625,712 | 328,779 | 20,031 | 1,390,729 | | Trace Stevenson7 President, Autonomous Systems | 2025 | 404,715 | — | 675,620 | 323,513 | 21,170 | 1,425,019 | | | 2024 | 338,248 | 42,429 | 453,697 | 198,144 | 19,386 | 1,051,904 | | Brett Hush7 Executive Vice President Loitering Munitions | 2025 | 387,512 | 56,877 | 646,732 | 328,039 | 24,839 | 1,443,999 | | | 2024 | 322,500 | 16,250 | 453,697 | 189,718 | 22,531 | 1,004,696 |

  73. Summary Compensation Table

    1. For fiscal years 2024 and 2025, this column reflects the discretionary portion of the cash bonuses paid to the Named Executive Officers 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, 2025, 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 142.2%, 178.9%, and 131.3% of the target levels for the fiscal year 2025, fiscal year 2024, and fiscal year 2023 awards, respectively. The full grant date fair value of the PRSUs granted in our 2025 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 2025, please see the Grants of Plan Based Awards Tables below.

  74. Summary Compensation Table

    | Name | Grant Date Fair Value of PRSUs Granted in June 2024 for FY 2025-2027 Performance Period ($) | | Wahid Nawabi | 7,006,598 | | Kevin McDonnell | 2,010,543 | | Melissa Brown | 938,078 | | Trace Stevenson | 861,661 | | Brett Hush | 824,771 |

  75. Summary Compensation Table

    This column reflects the portion of the cash bonuses paid to the Named Executive Officers under our annual cash bonus plans for performance relative to the company financial and other objectives during the applicable fiscal year. For fiscal year 2025 the amounts of all other compensation include (a) our matching contributions to the 401(k) Plan, (b) life insurance premiums and (c) tuition reimbursement program benefits. The amounts for 401(k) matching contributions, life insurance premiums and tuition expense reimbursement are below; none of our Named Executive Officers received aggregate perquisites in excess of $10,000 in fiscal year 2025.

  76. Summary Compensation Table

    | Name | Year | 401(k) Matching Contributions | Life | Tuition Expense Reimbursement | Total | | Wahid Nawabi | 2025 | 19,833 | 2,322 | — | 22,154 | | Kevin McDonnell | 2025 | 21,408 | 3,564 | 5,250 | 30,222 | | Melissa Brown | 2025 | 19,837 | 810 | — | 20,647 | | Trace Stevenson | 2025 | 20,360 | 810 | — | 21,170 | | Brett Hush | 2025 | 21,275 | 3,564 | — | 24,839 |

  77. Summary Compensation Table

    5. Includes a vacation cash out of unused vacation of $15,865. 6. 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. Both Mr. Stevenson and Mr. Hush were each appointed as executive officers by the board of directors of the company on June 23, 2023. As of May 1, 2025, Mr. Hush ceased serving as an executive officer.

  78. 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 2025.

  79. 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 Awards ($)2 | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)1 | Target (#)1 | Maximum (#)1 | | | | Equity Awards | | | | | | | | | | | Wahid Nawabi | 7/1/243 | — | — | — | — | — | — | 8,5914 | 1,509,181 | | Wahid Nawabi | 7/1/243 | — | — | — | 7,977 | 15,954 | 39,885 | — | 3,985,353 | | Kevin McDonnell | 7/1/243 | — | — | — | — | — | — | 2,4654 | 433,027 | | Kevin McDonnell | 7/1/243 | | | | 2,289 | 4,578 | 11,445 | | 1,143,597 | | Melissa Brown | 7/1/243 | — | — | — | — | — | — | 1,1504 | 202,021 | | Melissa Brown | 7/1/243 | — | — | — | 1,068 | 2,136 | 5,340 | — | 533,579 | | Trace Stevenson | 7/1/243 | — | — | — | — | | | 1,0564 | 185,508 | | Trace Stevenson | 7/1/243 | — | — | — | 981 | 1,962 | 4,905 | | 490,113 | | Brett Hush | 7/1/243 | — | — | — | — | | | 1,0114 | 177,602 | | Brett Hush | 7/1/243 | — | — | — | 939 | 1,878 | 4,695 | | 469,130 | | Annual Bonus Plan5 | | | | | | | | | | | Wahid Nawabi | | 246,400 | 880,000 | 1,399,210 | — | — | — | — | — | | Kevin McDonnell | | 97,024 | 346,513 | 550,956 | | | | | | | Melissa Brown | | 80,726 | 288,307 | 458,408 | | | | | | | Trace Stevenson | | 83,162 | 297,006 | 472,240 | | | | | | | Brett Hush | | 79,625 | 284,375 | 452,156 | | | | | |

  80. 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 FY2025-FY2027 Performance Period (issued on July 1, 2024). 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 2025, as filed with the SEC. The value reported for PRSUs granted in July 2024 reflects the value of the award at the grant date based upon the probable achievement of their vesting conditions, which was determined to be 142.2%. 3. Awards were approved by the Compensation Committee for non-CEO Named Executive Officers on June 19, 2024, with a grant date of July 1, 2024. Awards were approved by the board for the Chief Executive Officer on June 20, 2024, with a grant date of July 1, 2024. 4. The restricted stock awards vest in three equal annual installments, with the first installment vesting on July 11, 2025. Unless otherwise noted, the Compensation Committee established maximum cash bonus and target bonus levels for the Named Executive Officers under our Company Annual Cash Bonus Plan and Segment Annual Cash Bonus Plans in June 2024. The determination of the bonuses payable to the Named Executive Officers for fiscal year 2025 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.

  81. 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, 2025. There were no outstanding option awards as of April 30, 2025.

  82. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)1 | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)1 | | Wahid Nawabi | 7/1/242 | 8,5913 | 1,301,708 | — | — | | | 7/1/242 | — | — | 39,8854 | 6,043,3754 | | | 6/30/235 | 8,2816 | 1,254,737 | — | — | | | 6/30/235 | — | — | 57,6724 | 8,738,4614 | | | 7/1/227 | 3,5658 | 540,169 | — | — | | Kevin McDonnell | 7/1/242 | 2,4653 | 373,497 | — | — | | | 7/1/242 | — | — | 11,4454 | 1,734,1464 | | | 6/30/235 | 2,8236 | 427,741 | — | — | | | 6/30/235 | — | — | 19,6604 | 2,978,8834 | | | 7/1/227 | 1,5288 | 231,523 | — | — | | Melissa Brown | 7/1/242 | 1,1503 | 174,248 | — | — | | | 7/1/242 | — | — | 5,3404 | 809,1174 | | | 6/30/235 | 1,3176 | 199,552 | — | — | | | 6/30/235 | — | — | 9,1754 | 1,390,1964 | | | 7/1/227 | 7068 | 106,973 | — | — | | Trace Stevenson | 7/1/242 | 1,0563 | 160,005 | — | — | | | 7/1/242 | | | 4,9054 | 743,2064 | | | 6/30/235 | 6846 | 103,640 | — | — | | | 6/30/235 | — | — | 4,7654 | 721,9934 | | | 7/1/227 | 3058 | 46,214 | — | — | | Brett Hush | 7/1/242 | 1,0113 | 153,187 | — | — | | | 7/1/242 | — | — | 4,6954 | 711,3864 | | | 6/30/235 | 6846 | 103,640 | — | — | | | 6/30/235 | — | — | 4,7654 | 721,9934 | | | 7/1/227 | 3058 | 46,214 | — | — |

  83. Outstanding Equity Awards at Fiscal Year-End

    1. Calculated using the closing price per share of our common stock of $151.52 on April 30, 2025, the last trading day of our fiscal year 2025. 2. Awards were approved by the board for Mr. Nawabi on June 20, 2024, with a grant date of July 1, 2024. Awards were approved by the Compensation Committee for all other Named Executive Officers on June 19, 2024, with a grant date of July 1, 2024. 3. Unvested shares vest in three equal installments on July 11, 2025, 2026 and 2027. 4. 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 FY2024-2026 Performance Period (issued June 30, 2023) and FY2025-2027 Performance Period (issued on July 1, 2024) at maximum performance. Provided that the performance goals for the FY2023-2025 Performance Period and the FY2024-2026 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, 2025 would be as follows:

  84. Outstanding Equity Awards at Fiscal Year-End

    | | FY2024-2026 Performance Period | | | | FY2025-2027 Performance Period | | | | | | Target Number | Target Value ($) | Maximum Number | Maximum Value ($) | Target Number | Target Value ($) | Maximum Number | Maximum Value ($) | | Wahid Nawabi | 23,069 | 3,495,415 | 57,672 | 8,738,461 | 15,954 | 2,147,350 | 39,885 | 6,043,375 | | Kevin McDonnell | 7,864 | 1,191,553 | 19,660 | 2,978,883 | 4,578 | 693,659 | 11,445 | 1,734,146 | | Melissa Brown | 3,670 | 556,078 | 9,175 | 1,390,196 | 2,136 | 323,647 | 5,340 | 809,117 | | Trace Stevenson | 1,906 | 288,797 | 4,765 | 721,993 | 1,962 | 297,282 | 4,905 | 743,206 | | Brett Hush | 1,906 | 288,797 | 4,765 | 721,993 | 1,878 | 284,555 | 4,695 | 711,386 |

  85. 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. 5. Awards were approved by the board for Mr. Nawabi on June 23, 2023, with a grant date of June 30, 2023. Awards were approved by the Compensation Committee for all other Named Executive Officers on June 23, 2023, with a grant date of June 30, 2023. 6. Unvested shares vest in two equal installments on July 11, 2025 and 2026. 7. Awards were approved by the board for Mr. Nawabi on June 22, 2022, with a grant date of July 1, 2022. Awards were approved by the Compensation Committee for all other Named Executive Officers on May 27, 2022, with a grant date of July 1, 2022. Unvested shares vested on July 11, 2025.

  86. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table provides information on option exercises and stock award vesting for each of the Named Executive Officers during fiscal year 2025.

  87. Option Exercises and Stock Vested in Fiscal Year 2025

    | | 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 | 66,164 | 7,311,599 | 50,777 | 7,951,916 | | Kevin McDonnell | — | — | 22,214 | 3,435,225 | | Melissa Brown | — | — | 9,897 | 1,546,900 | | Trace Stevenson | — | — | 4,249 | 663,508 | | Brett Hush | — | — | 4,249 | 663,508 |

  88. Option Exercises and Stock Vested in Fiscal Year 2025

    Unless otherwise noted, includes shares of restricted stock that vested during fiscal year 2025 and shares issued for the vesting of the PRSUs for the FY2023-FY2025 Performance Period that vested on June 24, 2025, which awards were settled on such date following the Compensation Committee’s certification of company financial performance for the FY2023-FY2025 Performance Period; see page 54 for information on such awards. The value of such PRSUs was calculated using the closing price per share of our common stock of $151.52, the closing price of our common stock on April 30, 2025, 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 24, 2025, the date of settlement of the PRSUs, was $193.28.

  89. Payments Upon Termination or Change of Control

    Payments Upon Termination or Change of Control

  90. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Summary of Potential Payments Upon Termination (As of April 30, 2025) The table below sets forth the estimated payments to be made to each Named Executive Officer who is an Executive Severance Participant under the Severance Plan in the event of their 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 their respective severance plan. The table below also sets forth the estimated payments to be made to each Named Executive Officer who is a Transaction Severance Participant under the Transaction Severance Plan in the event of their involuntary termination by the company without cause that does not occur within 18 months after a change in control. The following table assumes that such termination occurred on April 30, 2025.

  91. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance1 ($) | Benefits Continuation2 ($) | Value of Accelerated Restricted Stock Awards3 ($) | Total ($) | | Wahid Nawabi | 3,520,000 | 45,488 | — | 3,565,488 | | Kevin McDonnell | 1,188,045 | 51,047 | — | 1,239,092 | | Melissa Brown | 1,057,125 | 17,570 | — | 1,074,695 | | Trace Stevenson | 1,018,306 | 38,418 | 309,858 | 1,366,582 | | Brett Hush | 975,000 | 37,800 | 303,040 | 1,315,840 |

  92. Potential Payments Upon Termination or Change in Control

    1. Cash severance was calculated using the base salary in effect for each officer on April 30, 2025, the target annual bonus for each officer for fiscal year 2025 plus a pro rata annual bonus equal to the target annual bonus for fiscal year 2025. 2. The benefit continuation payment is based on premium costs as of April 30, 2025. 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 $151.52, the closing price of our common stock on April 30, 2025, the last trading day of our fiscal year 2025. Summary of Potential Payments Upon Change in Control (As of April 30, 2025) The table below sets forth the estimated payments to be made to each Named Executive Officer who is an Executive Severance Participant under the Executive Severance Plan and equity award agreements in the event of the Named Executive Officer’s involuntary termination by the company without cause or the Named Executive Officer’s voluntary termination for good reason within 3 months prior to or 18 months after a change in control. The table below also sets for the estimated payments to be made to each Named Executive Officer who is a Transaction Severance Participant under the Transaction Severance Plan and equity award agreements in the event of the Named Executive Officer’s involuntary termination by the company without cause or resignation for good reason within 18 months after a change in control. For the Transaction Severance Participants, the cash compensation set forth in the table below is only payable upon a termination without cause and would not be payable upon a resignation for good reason. The following table assumes that such termination, and a corresponding change in control, occurred on April 30, 2025.

  93. Potential Payments Upon Termination or Change in Control

    | | | Other Benefits | | | | | Name | Cash Severance1 ($) | Benefits Continuation2 ($) | Value of Accelerated Restricted Stock Awards3 ($) | Value of Accelerated Performance Restricted Stock Unit Awards4 ($) | Total Value of Change- in-Control Related Benefits ($) | | Wahid Nawabi | 5,280,000 | 45,488 | 3,096,614 | 5,912,765 | 14,334,868 | | Kevin McDonnell | 1,608,811 | 51,047 | 1,032,760 | 1,888,212 | 4,577,830 | | Melissa Brown | 1,441,534 | 17,570 | 480,773 | 879,725 | 2,819,602 | | Trace Stevenson | 1,018,306 | 38,418 | 309,858 | 586,079 | 1,952,662 | | Brett Hush | 975,000 | 37,800 | 303,040 | 573,352 | 1,889,191 |

  94. Potential Payments Upon Termination or Change in Control

    1. Cash severance was calculated using the base salary in effect for each officer on April 30, 2025, the target bonus for each officer for fiscal year 2025 and a pro rata annual bonus equal to the target annual bonus for fiscal year 2025. 2. The benefit continuation payment is based on premium costs as of April 30, 2025. 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. 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 $151.52, the closing price of our common stock on April 30, 2025, the last trading day of our fiscal year 2025. 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. 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 $151.52, the closing price of our common stock on April 30, 2025. Includes amounts for vesting of PRSUs for the FY2024-FY2026 Performance Period and the FY2025-FY2027 Performance Period. Excludes PRSUs for the FY2023-FY2025 Performance Period, which would vest according to their terms based on the company’s actual performance for the applicable performance period.

  95. Fiscal Year 2025 Pay Ratio

    Fiscal Year 2025 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 most recently identified our median employee in fiscal year 2023. To identify our original median employee in fiscal year 2023, we selected April 30, 2023, as the date upon which our median employee for fiscal year 2023 was to be 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 in 2023 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 in such identification process. 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. There has been no significant change to our employee population and our employee compensation arrangements in fiscal year 2025 as compared to fiscal year 2024 and fiscal year 2023 that would result in a significant change to our pay ratio disclosure. Given a change in the circumstances of the median employee we identified as of April 30, 2023 that we reasonably believed would result in a significant change to our pay ratio disclosure, the median employee used for fiscal year 2024 departed the company, and, in accordance with SEC rules, we again elected to substitute another employee as our median employee for fiscal year 2025 whose compensation was substantially similar to the compensation of the median employee identified in fiscal year 2023, based on the compensation measures used to select the median employee in fiscal year 2023. Using the compiled data, we determined that the fiscal year 2025 annual total compensation of our median employee was $113,740 and that Mr. Nawabi’s annual total compensation for fiscal year 2025 was $7,405,129, both of which were calculated in accordance with Item 402(c) of Regulation S-K. The ratio of these amounts was 65.1:1.

  96. Pay Versus Performance

    Pay Versus Performance

  97. 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, 2023, 2024 and 2025, and our financial performance for each such fiscal year:

  98. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO1 (b) | Compensation Actually Paid to PEO (c) | Average Summary Compensation Table Total for non-PEO NEOs (d) | Average Compensation Actually Paid to non-PEO NEOs1 (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return2 (g) | Net Income ($ in Thousands) (h) | Revenue3 ($ in Thousands) (i) | | 2025 | $7,405,129 | $6,571,539 | $1,755,984 | $1,367,691 | $251.44 | $227.31 | $43,619.0 | $820,627 | | 2024 | $7,602,053 | $16,053,755 | $1,649,861 | $3,278,625 | $265.17 | $188.64 | $59,666.0 | $716,720 | | 2023 | $4,904,510 | $6,973,761 | $1,210,207 | $1,219,831 | $167.09 | $148.86 | $(176,167.0) | $540,536 | | 2022 | $3,524,268 | $(1,040,038) | $1,184,605 | $149,399 | $133.29 | $134.09 | $(4,185.0) | $445,732 | | 2021 | $2,524,773 | $6,491,363 | $743,648 | $1,273,866 | $183.16 | $138.64 | $23,345.0 | $394,912 |

  99. 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:

  100. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Wahid Nawabi | Kevin McDonnell, Melissa Brown, Trace Stevenson and Brett Hush | | 2024 | Wahid Nawabi | Kevin McDonnell, Melissa Brown, Trace Stevenson and Brett Hush | | 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 |

  101. 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 in accordance with SEC rules. The adjustments for fiscal year 2025 are reflected in the table below:

  102. Pay Versus Performance Table

    | | PEO 1 | NEO | | Prior FYE Current FYE Fiscal Year | 4/30/2024 4/30/2025 2025 | 4/30/2024 4/30/2025 2025 | | SCT Total | $7,405,129 | $1,755,984 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(5,494,534) | $(908,644) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $4,739,180 | $783,729 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(635,882) | $(114,216) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $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 | $557,646 | $52,565 | | - 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 | $(201,728) | | Compensation Actually Paid | $6,571,539 | $1,367,691 |

  103. 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, 2025, as filed with the SEC. 2. For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the SPADE 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, 2025. 3. 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.

  104. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  105. 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, 2025: • 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.

  106. 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.