DEF 14A of Digi International Inc, Dec 17, 2025

DEF 14A of Digi International Inc

Filed Dec 17, 2025 · FY20250001104659-25-122033

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Our business is overseen by the Board with the number of directors, not less than three, fixed from time to time by the Board. The Board is divided into three classes as nearly equal in number as possible, and directors typically are elected to a designated class for a term of three years. The Board has fixed at two the number of directors to be elected to the Board at the 2026 Annual Meeting of Stockholders. The Nominating and Governance Committee has nominated two incumbent directors, Satbir Khanuja, PhD. and Ronald E. Konezny, to stand for election, each to serve for a three-year term expiring in 2029. Proxies solicited by the Board will, unless otherwise directed, be voted to elect the two nominees below named. If a nominee is not elected, then the Board may fill the resulting vacancy or may decrease the size of the Board, each in accordance with the applicable provisions of our By-Laws. The Nominating and Governance Committee of the Board selected each of the below named nominees. In case any nominee is not a candidate for any reason, the persons named as proxies may vote for a substitute nominee selected by the Nominating and Governance Committee. The following provides certain information regarding the two nominees for the office of director and the other current directors whose terms are scheduled to expire after the 2026 Annual Meeting: THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES IN THIS PROPOSAL 1.

  2. Nominees for Re-Election to Terms Expiring in 2029

    Nominees for Re-Election to Terms Expiring in 2029

  3. Satbir Khanuja, PhD., age 58

    Satbir Khanuja, PhD., age 58 Dr. Khanuja has served as a member of the Board since June 2013 and has served as its Non-Executive Chairman since January 2018. He has served as an operating partner at Fuse Venture Partners, a technology strategic advisor and investor, since August 2020, and as a venture advisor with Ignition Partners, a venture capital firm, since May 2018. He was President and Chief Executive Officer of DataSphere Technologies, Inc., an online marketing company, from 2008 until the company was acquired in May 2017. Dr. Khanuja served as Senior Vice President of Marketing and Business Development of Second Space, Inc., an online services company operating a network of immersive lifestyle-oriented web sites, from 2006 to 2008. Prior to that, he held a variety of roles at Amazon.com from 1999 to 2006, including Vice President, IMDb.com and Amazon In-Theater and Vice President, Worldwide Traffic. Before joining Amazon.com, Dr. Khanuja was an Engagement Manager with McKinsey & Company from 1998 to 1999. Dr. Khanuja’s roles working with companies as a venture capital advisor have given him significant experience with respect to the use of artificial intelligence in businesses. Dr. Khanuja provides the Board with extensive leadership experience in marketing, operations and strategy. His role in the development of internet-based businesses is very valuable as the Company develops cloud-based application solutions such as SmartSense by Digi® and Digi Remote Manager®.

  4. Ronald E. Konezny, age 57

    Ronald E. Konezny, age 57 Mr. Konezny has served as a member of the Board and as our President and Chief Executive Officer since December 2014. From 2013 to December 2014, he served as Vice President, Global Transportation and Logistics at Trimble Navigation Limited, a global provider of navigation and range-finding equipment and related solutions. From 2011 to 2013, he served as General Manager of Trimble’s Global Transportation and Logistics division. From 2007 to 2013, he served as Chief Executive Officer of PeopleNet Communications Corporation, a provider of telematics solutions for the transportation industry, which was acquired by Trimble in 2011. Mr. Konezny founded PeopleNet in 1996 and served in various other roles, including Chief Technology Officer, Chief Financial Officer and Chief Operating Officer, before serving as its Chief Executive Officer. Mr. Konezny serves as a member of the board of directors of ISAAC Instruments. He previously served as a director of Sentera, Inc., Atlas Financial Holdings, Inc., and PowerFleet. Mr. Konezny has extensive experience in the internet of things industry working with solutions comprised of hardware and cloud-based applications. He brings extensive leadership in corporate strategy, manufacturing, operations, technology, finance and business development to the Board.

  5. Directors Whose Terms Expire in 2027

    Directors Whose Terms Expire in 2027

  6. Christopher D. Heim, age 61

    Christopher D. Heim, age 61 Mr. Heim has served as a member of the Board since January 2018 and is the Executive Chairman of Fortra, formerly known as HelpSystems, a leading developer of IT management software, a position he has held since July 2019. Prior to this, he was Chief Executive Officer of HelpSystems from December 2014 to July 2019. Before HelpSystems, he was Chief Executive Officer of Axium, a leading provider of project management and accounting solutions to architectural and engineering firms, from January 2013 until its sale to Deltek in June 2014. Prior to Axium, Mr. Heim served as Chief Executive Officer of Amcom Software (now known as Spok, Inc.), a provider of mission-critical communications solutions for hospitals, government and hospitality customers, from 2007 until its sale to USA Mobility in 2011 and then as its President from 2011 to 2012. Prior to Amcom, he was Chief Executive Officer and President of HighJump Software, a software company serving the supply chain management sector, from 1997 until it was acquired by 3M in 2004, and then as its President and General Manager from 2004 to 2006. Mr. Heim is a member of the boards of directors of a number of privately held companies, including Fortra, mPulse, Inc., Calabrio, Inc., Ivanti, Inc., Field Nation, LLC and NPH USA. He previously served as a director of USA Mobility (now known as Spok, Inc.) from 2011 to 2013 and Ascentis from 2019 to 2023. Mr. Heim brings broad and extensive business expertise to the Board. In particular, his experience in building leading software and services with recurring revenue models enhances the Board’s oversight of our SmartSense by Digi and Ventus businesses and our overall growth.

  7. Valerie Heusinkveld, age 66

    Valerie Heusinkveld, age 66 Ms. Heusinkveld has served as a member of our Board since January 2025. She served as Chief Financial Officer of Cradlepoint, Inc., a provider of secure and reliable solutions for networking needs to connect places, people and things with LTE and 5G for enterprise wireless WAN, from 2012 until her retirement in December 2021. Previously, she served as Chief Financial Officer of Purcell Systems from 2007 to 2012. As a former Chief Financial Officer at high technology companies, Ms. Heusinkveld has extensive high technology industry knowledge and leadership experience in both financial and operational matters and provides the Board expertise in such areas as finance, operations, hardware and solutions sales models, mergers and acquisitions, internal controls, risk management and auditing. Ms. Heusinkveld’s experience qualifies her as an audit committee financial expert.

  8. Allison West Hughes, age 51

    Allison West Hughes, age 51 Ms. West Hughes has served as a member of the Board since January 2025. She has been Corporate Vice President at Microsoft Corporation since July 2022, initially focused on digital acquisition and adding responsibility for small to medium sized businesses in July 2024. Previously, she served as Senior Vice President, Global Digital Go to Market at ServiceNow, a cloud computing platform software company servicing businesses of varying sizes, from July 2021 to June 2022, after having served as Vice President from April 2020 and previously serving as Area Vice President from 2018. Ms. West Hughes has extensive high technology industry knowledge and leadership experience and provides the Board expertise in such areas as sales and marketing and operations. Her expertise in marketing and selling subscription-based offerings as well as working with customers of varying degrees of scale is valuable to the Company as it executes on the expansion of recurring revenue based solutions offerings.

  9. Directors Whose Terms Expire in 2028

    Directors Whose Terms Expire in 2028

  10. Spiro C. Lazarakis, age 70

    Spiro C. Lazarakis, age 70 Mr. Lazarakis has served as a member of the Board since July 2015. He served in various roles at Ernst & Young LLP, an international accounting and consulting firm, from 1989 until his retirement in July 2015 including most recently as lead partner in charge of audit services for a number of technology companies. Mr. Lazarakis was one of the most experienced assurance partners in Ernst & Young’s Northern California Technology practice. He has over 35 years of experience serving technology companies, ranging from large multinationals to smaller, pre-public growth companies and venture-backed start-up entities. He focused on serving companies in the Internet, software, networking, Software-as-a-Service and semiconductor sectors. He served Blue Coat Systems, Juniper Networks and Infoblox among others during his career. Mr. Lazarakis also serves as a director of each of Venture Lending & Leasing VIII, LLC and WTI Fund X, LLC, providers of debt and equity financing to early and late-stage venture capital backed technology companies. As a former assurance partner with Ernst & Young, Mr. Lazarakis has extensive high technology industry knowledge, leadership experience in management of audit and financial matters and provides expertise to the Board in such areas as finance, mergers and acquisitions, internal controls, risk management, and auditing. Mr. Lazarakis’ experience qualifies him as an audit committee financial expert.

  11. Hatem H. Naguib, age 57

    Hatem H. Naguib, age 57 Mr. Naguib has served as a member of the Board since February 2019. On October 10, 2025, Mr. Naguib retired from his role as the President and Chief Executive Officer of Barracuda Networks, Inc. (“Barracuda”), a company that provides security, networking and storage solutions based on SaaS-based cloud services and network appliances. Mr. Naguib previously had held that role with Barracuda since August 2021. Mr. Naguib previously served as the Chief Operating Officer and Senior Vice President of Products and Services of Barracuda from December 2018 until August 2021. Prior to serving in this role, he was a Senior Vice President and General Manager of the Security Business Unit at Barracuda from June 2016 to December 2018. Before joining Barracuda, Mr. Naguib served as Vice President of Products Network and Security for VMware, Inc., a digital information software company, from July 2012 to May 2016. Mr. Naguib’s extensive experience both in the communications hardware industry generally and in executing business strategies for networking products and services enhances the Board’s ability to oversee our operations and further support our continued long-term growth. His experience as the former chief executive for Barracuda, a cybersecurity solutions provider, also brings valuable expertise in overseeing our cybersecurity policies and functions.

  12. Director Nominee Selection Process and Criteria

    Director Nominee Selection Process and Criteria The Nominating and Governance Committee generally identifies director candidates based upon suggestions from current directors and senior management, recommendations by stockholders and/or use of a director search firm. Stockholders who wish to suggest qualified candidates should write to the attention of the Chair of the Board’s Nominating and Governance Committee: Digi International Inc., 9350 Excelsior Blvd., Suite 700, Hopkins, MN 55343. All recommendations should state in detail the qualification of such persons for consideration by the Nominating and Governance Committee and should be accompanied by an indication of the person’s willingness to serve. The Nominating and Governance Committee will consider candidates recommended by stockholders in the same manner that it considers all director candidates. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. We do not have a formal policy regarding the consideration of diversity in identifying director nominees. The Nominating and Governance Committee will consider, at a minimum, the following factors in nominating existing and potential new members of the Board, in addition to other factors it deems appropriate based on the current needs and desires of the Board:

  13. Director Nominee Selection Process and Criteria

    | ● | demonstrated character and integrity, an inquiring mind, experience at a strategy/policy setting level, sufficient time to devote to our affairs, and high-level managerial experience; |

  14. Director Nominee Selection Process and Criteria

    | ● | whether the member/potential member is subject to a potentially disqualifying factor, such as relationships with competitors, customers, suppliers, contractors, counselors or consultants, or recent previous employment with us; |

  15. Director Nominee Selection Process and Criteria

    | ● | the member’s/potential member’s independence; |

  16. Director Nominee Selection Process and Criteria

    | ● | whether the member/potential member assists in achieving a mix of members on the Board that represents a diversity of background and experience; |

  17. Director Nominee Selection Process and Criteria

    | ● | whether the member/potential member has general and strategic business management experience and financial experience with companies of a similar size that operate in the same general industry as us; |

  18. Director Nominee Selection Process and Criteria

    | ● | whether the member/potential member, by virtue of particular experience, technical expertise, or specialized skills, will add specific value as a member of the Board; and |

  19. Director Nominee Selection Process and Criteria

    | ● | any factors related to the ability and willingness of a new member to serve, or an existing member to continue his/her service. |

  20. Executive Summary

    Executive Summary Our compensation philosophy is built on a foundation of pay-for-performance and rewards Named Executives for positive developments in the results of our Company and the price of our common stock over time. Below is a comparison of our total stockholder return (“TSR”) for the past one, three and five most recently completed fiscal years as compared to the median TSR for the same periods of our fiscal 2025 peer group as described below in the CD&A (our “Peer Group”). Data Source: Yahoo Finance, Adjusted Closing Price(s) Below is a summary of the key decisions impacting fiscal 2025 compensation for the Named Executives:

  21. Executive Summary

    | ● | Base pay was consistent with general market practices and within pay levels of our comparable Peer Group. Base salary increases are considered for Named Executives based on competitive market pay levels and individual performance. When base pay was set for fiscal 2025, base salaries for all the Named Executives were increased. The fiscal 2025 annual cash incentive plan design remained unchanged from fiscal 2024. See the discussion starting on page 17 for information regarding base salaries and cash compensation for fiscal 2025. |

  22. Executive Summary

    | ● | Time based restricted stock unit (“RSU”) grants and performance based restricted stock unit (“PSU”) grant values were awarded based on market practices, fiscal 2025 performance against our goals, our relative performance against our Peer Group, executive performance, retention goals, individual potential and our desire to incent Named Executives for the long-term with equity awards that require our share price to increase to create value and align the interests of Named Executives with our stockholders. In fiscal 2021 and fiscal 2022, ten percent of the value of Mr. Konezny’s long-term equity awards were granted in the form of PSUs that only vest if the Company meets certain performance objectives during a three-year period. In fiscal 2023, the Company implemented PSUs for Mr. Konezny and the other Named Executives, whereby their long-term incentive amount transitioned to 50% RSUs and 50% PSUs. This structure of PSU grants was continued in fiscal 2024 and fiscal 2025. Under this structure our CEO and Executive Vice Presidents may achieve a maximum of 200% of target PSUs, and Senior Vice Presidents may achieve a maximum of 100% of granted PSUs. |

  23. Executive Summary

    | ● | maintaining a clawback policy since 2014, the expansion of the scope of our clawback policy in December 2020 to include performance-based equity awards, and the adoption of a new clawback policy in November 2023 to comply with new Nasdaq listing rules; |

  24. Executive Summary

    | ● | competitive compensation levels that are supported by our Peer Group compensation practices; and |

  25. Executive Summary

    | ● | multiple compensation program elements that emphasize short- and long-term business strategies and performance. |

  26. Compensation Philosophy

    | ● | attract and retain qualified executive talent by providing competitive compensation packages; |

  27. Responsibility for Determining Executive Compensation

    Responsibility for Determining Executive Compensation Our Compensation Committee (referred to in this CD&A as the “Committee” or “Compensation Committee”) reviews and approves all executive compensation programs and the specific compensation arrangements with each of our Named Executives. The Committee also provides general oversight of our compensation plans. The Committee is composed of four independent, non-employee directors as defined by the SEC and Nasdaq. The Committee maintains responsibility for overseeing the independence of any compensation consultant that it retains. A brief summary of the role of the Committee is found in “Committees of the Board and Meeting Attendance” above. The Committee periodically retains the services of a third-party consultant to provide guidance and recommendations on compensation strategy, program design, Peer Group selection, and market compensation trends. Members of management participate in Committee meetings at the Committee’s request. Presently our Vice President of Human Resources, who reports to our Chief Financial Officer, oversees our human resources department and, together with other members of the human resources department, contributes analysis on market trends, Peer Group compensation levels and compensation levels of companies in our broad technology industry category to the Committee. Our Chief Executive Officer provides recommendations on the compensation of other Named Executives. Our Executive Vice President, Corporate Development, General Counsel and Corporate Secretary generally serves as Secretary of Committee meetings.

  28. Compensation Determination Process

    | ● | compensation levels of comparable positions at companies in our Peer Group and our broad technology industry with comparable annual revenues and market caps; |

  29. Compensation Benchmarking

    Compensation Benchmarking To determine a range of competitive compensation for comparable jobs, the Committee reviews compensation data for a group of peer companies. The Committee also considers third-party survey data of companies in our broad technology industry category with comparable annual revenues to supplement Peer Group data. Cash Compensation The Committee generally sets base salaries for Named Executives to fall between the 25th and 60th percentile of comparable positions at Peer Group companies. Determination of the base salary level is based on the compensation determination factors listed above, with specific focus on the nature of the position, the Named Executives’ skills and potential, as well as past performance results. Currently, the base salaries of our Named Executives comprise 48% to 71% of their total annual cash compensation target, which places significant emphasis on annual incentive compensation. This supports our pay-for-performance philosophy as the Company will need to meet or exceed Company financial targets for Named Executives to realize their full annual cash compensation potential. Total cash compensation, when earned, is targeted to result in Named Executive total cash compensation falling on average between the 25th and 75th percentile of the comparable Peer Group positions if all financial metrics associated with annual incentive compensation are achieved or exceeded. By design, actual total cash compensation for Named Executives could fall below this range if we do not achieve all of our financial metrics in the fiscal year and could fall above this range if we exceed our financial metrics in the fiscal year. Equity Compensation The Committee historically has awarded stock options and RSUs to Named Executives. Starting in fiscal 2023, the Committee stopped granting stock options and began awarding PSUs in addition to RSUs to all Named Executives. The grant date target values of all of these awards are based on the following factors:

  30. Compensation Benchmarking

    | ● | the value of equity awards within our Peer Group for comparable positions; |

  31. Compensation Benchmarking

    | ● | each Named Executive’s past performance and potential for the Named Executive to contribute to Company success in the future; and |

  32. Compensation Benchmarking

    | ● | the strategic impact of the Named Executive’s position and necessity to retain the Named Executive. |

  33. Compensation Benchmarking

    Excluding new hire equity awards, target equity compensation award values for Named Executives in fiscal 2025 were generally within the 25th and 75th percentiles of Peer Group long-term incentive amounts.

  34. Compensation Benchmarking for Fiscal 2025 Compensation

    Compensation Benchmarking for Fiscal 2025 Compensation For fiscal 2025, the Committee leveraged a combination of internal Digi compensation resources, prior year data from Radford Consulting, a business unit of AON (“Radford”), and certain information from a compensation database maintained by Radford to which we subscribe to provide a competitive analysis of the base salary, annual cash incentives and equity incentive elements and levels for our Named Executives. This analysis consisted of:

  35. Compensation Benchmarking for Fiscal 2025 Compensation

    | ● | a comparison of our compensation elements and levels against the Peer Group to determine our overall market percentile position on each element as well as our total cash compensation and total equity compensation; and |

  36. Compensation Benchmarking for Fiscal 2025 Compensation

    | ● | a comparison of our compensation elements and levels against companies in our broad technology industry category based on data obtained from an independent third-party compensation survey published by Radford. |

  37. Compensation Benchmarking for Fiscal 2025 Compensation

    The broader survey data contained information for high technology companies in our broader industry and revenue categories and was used in conjunction with the Peer Group data. For fiscal 2025, our Peer Group, based on our business model, financial metrics, and appropriate competitors within our general market, did not change from our fiscal 2024 peer group. Our final fiscal 2025 peer group consisted of:

  38. Compensation Benchmarking for Fiscal 2025 Compensation

    | ADTRAN Holdings, Inc. (Nasdaq: ADTN) | Extreme Networks Inc. (Nasdaq: EXTR) | | A10 Networks, Inc. (NYSE: ATEN) | Harmonic Inc. (Nasdaq: HLIT) | | Agilysys Inc. (Nasdaq: AGYS) | Impinj, Inc. (Nasdaq: PI) | | Aviat Networks, Inc. (Nasdaq: AVNW) | InterDigital Inc. (Nasdaq: IDCC) | | Calix, Inc. (NYSE: CALX) | KVH Industries Inc. (Nasdaq: KVHI) | | Cambium Networks Corporation (Nasdaq: CMBM) | Napco Security Technologies, Inc. (Nasdaq: NSSC) | | Clearfield, Inc. (Nasdaq: CLFD) | NetScout Systems Inc. (Nasdaq: NTCT) | | Comtech Telecommunications Corp. (Nasdaq: CMTL) | Ribbon Communications Inc. (Nasdaq: RBBN) | | Dasan Zhone Solutions Inc. (OTC: DZSIQ) | Semtech Corp (Nasdaq: SMTC) |

  39. Compensation Benchmarking for Fiscal 2026 Compensation

    Compensation Benchmarking for Fiscal 2026 Compensation During fiscal 2025 with respect to fiscal 2026 compensation planning, the Committee retained Radford Consulting to provide a competitive analysis of the base salary, annual cash incentives and equity incentive elements and levels for our Named Executives and to provide recommendations on competitive benchmark data for our executive positions, peer group and industry trends on compensation plan design. This analysis consisted of:

  40. Compensation Benchmarking for Fiscal 2026 Compensation

    | ● | a comparison of our compensation elements and levels against the peer group applied for fiscal 2025 to determine our overall market percentile position on each element as well as our total cash compensation and total equity compensation; and |

  41. Compensation Benchmarking for Fiscal 2026 Compensation

    | ● | a comparison of our compensation elements and levels against companies in our broad technology industry category based on data obtained from an independent third-party compensation survey published by Radford. |

  42. Compensation Benchmarking for Fiscal 2026 Compensation

    The broader survey data contained information for high technology companies in our broader industry and revenue categories and was used in conjunction with the peer group data. The Committee reviewed our fiscal 2026 peer group to assess whether modifications were appropriate based on our business model, financial metrics, and appropriate competitors within our general market. Based on that review, Applied Optoelectronics Inc., Arlo Technologies Inc., Globalstar, Inc., Gogo Inc., NETGEAR, Inc., and PAR Technology Corporation were added to our peer group for fiscal 2026. The final peer group for fiscal 2026 therefore consisted of:

  43. Compensation Benchmarking for Fiscal 2026 Compensation

    | ADTRAN Holdings, Inc. (Nasdaq: ADTN) | Globalstar, Inc. (Nasdaq: GSAT) | | A10 Networks, Inc. (NYSE: ATEN) | Harmonic Inc. (Nasdaq: HLIT) | | Agilysys Inc. (Nasdaq: AGYS) | Impinj, Inc. (Nasdaq: PI) | | Applied Optoelectronics Inc. (Nasdaq: AAOI) | InterDigital, Inc. (Nasdaq: IDCC) | | Arlo Technologies Inc. (NYSE: ARLO) | Napco Security Technologies, Inc. (Nasdaq: NSSC) | | Aviat Networks, Inc. (Nasdaq: AVNW) | NETGEAR, Inc. (Nasdaq: NTGR) | | Calix, Inc. (NYSE: CALX) | NetScout Systems Inc. (Nasdaq: NTCT) | | Clearfield, Inc. (Nasdaq: CLFD) | PAR Technology Corporation (NYSE: PAR) | | Extreme Networks Inc. (Nasdaq: EXTR) | Ribbon Communications Inc. (Nasdaq: RBBN) | | Gogo Inc. (Nasdaq: GOGO) | Semtech (Nasdaq: SMTC) |

  44. Compensation Benchmarking for Fiscal 2026 Compensation

    Cambium Networks Corporation, Comtech Telecommunications Corp., and KVH Industries Inc. were removed because their characteristics no longer aligned with our selection criteria. Dasan Zhone Solutions Inc. was liquidated during 2025.

  45. Compensation Program Elements

    | Name | Annual Base Salary ($) | Target Annual Cash Incentive ($) | Target Annual Cash Incentive as % of Base Salary (%) | Target Total Cash Compensation ($) | | Ronald E. Konezny | 587,000 | 645,700 | 110 | 1,232,700 | | James J. Loch | 420,000 | 210,000 | 50 | 630,000 | | David H. Sampsell | 350,000 | 175,000 | 50 | 525,000 | | James E. Freeland | 325,000 | 130,000 | 40 | 455,000 | | Terrence G. Schneider | 300,000 | 120,000 | 40 | 420,000 |

  46. Compensation Program Elements

    For fiscal 2026, base salaries for Named Executives were increased in amounts varying from 3.1% to 7.1%. The increases were determined based on our competitive market analysis for each position and each individual’s performance for the prior fiscal year. Annual Cash Incentive Programs Our annual cash incentive program provides Named Executives the opportunity to receive cash incentive payments depending on the degree to which we achieve or exceed annual financial goals. This incentive typically has been tied to achievement of revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”), subject to any appropriate adjustments. Starting in fiscal 2024, the incentive program was also tied to the achievement of annualized recurring revenue (as described further below, “ARR”). The program historically has required a minimum threshold of performance to earn any payment, and a maximum payment opportunity, which remained true for fiscal 2025. Named Executives only receive payments after the end of the fiscal year following the Committee’s review and approval of our financial results. Cash incentive plan metrics and potential cash incentive amounts are determined by the Committee based upon elements of our board-approved operating plan for that year. In some years, the metrics have included other objective measurements of quarterly or annual financial success as approved by the Committee. The annual cash incentive component pays out based on performance if the Named Executive remains employed with us for the full year. In the event the employment of a Named Executive is terminated without cause during the year, payment of any annual incentive component will be based on their employment agreement. The Committee approves plan elements and targets that they believe will support continued growth and creation of stockholder value. The Committee also reserves the right to award discretionary cash bonuses based upon its assessment of a Named Executive’s performance and contributions. Fiscal 2025 Cash Incentives For fiscal 2025, the Committee established an annual cash incentive plan for Named Executives designed to incent and reward profitable growth of the Company. Performance measurements were established based on achievement of annual revenue, Adjusted EBITDA and annual recurring revenue (“ARR”) goals for the Company. Adjusted EBITDA is a non-GAAP financial measure that can be calculated from our audited financial statements by subtracting interest income net of interest expense located on our Consolidated Statements of Operations from income before income taxes and then adding depreciation of property, equipment and improvements and amortization of identifiable intangible assets and other assets, both of which are located on the Consolidated Statements of Cash Flows. Further adjustments are made by adding back non-cash stock compensation expense, restructuring and severance related charges, and certain transaction expenses, such as earnout payments, incurred in connection with acquisitions, divestitures or mergers. We use this metric because the Committee believes it provides a clearer view of operations that were ongoing throughout the entire fiscal year as well as a better comparison of performance year over year. ARR represents monthly revenue recognized from all billable subscription contracts of the Company measured at the end of any fiscal month multiplied by 12. When measured at the end of a fiscal year, ARR would be based on the monthly revenue recognized for the month of September. ARR is a key operating metric of the Company because it recurs without the need to make a new sale. This provides a stable base of revenue that typically comes with higher margins than sales not based on a subscription. The annual cash incentive for fiscal 2025 was dependent on achievement of annual financial goals. The plan provided for payment, to the extent that goals were met for each of the three metrics, of an amount between 50% and 200% of target. The Committee applied threshold and target for each metric as well as the following weightings for each metric: ARR (40%), Adjusted EBITDA (30%) and annual revenue (30%). If the minimum threshold for a metric was achieved, a portion of the annual award was earned based upon the weighting of that metric. A maximum of up to 200% of the target award would have been achieved if each of the three metrics significantly exceeded the target. The Company believes that the target for each metric can be characterized as requiring strong yet attainable performance relative to the segment, while thresholds are more likely to be achieved. The final annual incentive due was calculated based on annual results and performance against each of revenue, Adjusted EBITDA and ARR. Final payment was determined by measuring the performance of each metric against its weighting (as described above). The Named Executives’ target total cash incentive for the fiscal year was ratably measured against the weightings for each metric. If the threshold for a metric established by the Committee was not met, then no payment for that metric was made. If the goal for a metric was met then a payment equal to the target total cash incentive multiplied by the weighting for that metric was earned. If the goal for a metric was exceeded significantly, then a payment up to double the target payout for that metric could have been earned. The goals for each of the components of the annual cash incentive plan were set and measured exclusive of the impact of any acquisitions we closed during the fiscal year. The Committee reserved authority to adjust the total incentive payout by up to 25% upwards or downwards based on individual performance, but the Committee did not exercise such discretion. The ARR and Adjusted EBITDA thresholds established by the Committee were satisfied, and eligible Named Executives received a payment for those metrics. The annual revenue threshold established by the Committee was not satisfied and Named Executives received no payment for this metric. No metric exceeded its target goal. Set forth below are the threshold and target performance levels along with our actual performance for fiscal 2025 (dollar amounts in millions):

  47. Compensation Program Elements

    | Metric | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | Weighting (%) | Incentive Payout (%) | | Revenue | 402.6 | 423.8 | 466.1 | 425.9 | 30 | 31.5 | | Adjusted EBITDA(a) | 93.2 | 98.1 | 107.9 | 108.0 | 30 | 60.0 | | ARR | 121.0 | 124.8 | 137.2 | 129.6 | 40 | 55.5 | | | | | | | Total: | 147.0 |

  48. Compensation Program Elements

    | (a) Adjusted EBITDA as used for the cash incentive plan is a non-GAAP financial measure that can be calculated from our audited financial statements. Our methodology for calculating Adjusted EBITDA is described above in more detail. We use this metric because the Committee believes it provides a clearer view of operations that were ongoing throughout the entire fiscal year as well as a better comparison of performance year over year. The Company believes that the target level goals can be characterized as requiring strong yet attainable performance relative to the segment, while threshold goals are more likely to be achieved. |

  49. Compensation Program Elements

    | Name | Total Target Cash Incentive ($) | Actual Cash Incentive Earned ($) | Percentage of Total Target Cash Incentive Earned (%) | | Ronald E. Konezny | 645,700 | 949,179 | 147.0 | | James J. Loch | 210,000 | 308,700 | 147.0 | | David H. Sampsell | 175,000 | 257,250 | 147.0 | | James E. Freeland | 130,000 | 191,100 | 147.0 | | Terrence G. Schneider | 120,000 | 176,400 | 147.0 |

  50. Compensation Program Elements

    A detailed analysis of our financial and operational performance is contained in the Management’s Discussion & Analysis section of our 2025 Annual Report on Form 10-K filed with the SEC. Fiscal 2026 Cash Incentives For fiscal 2026, the Committee has established an annual cash incentive plan for Named Executives designed to incent and reward profitable growth of the Company. Performance will be measured based on achievement of annual revenue, Adjusted EBITDA and ARR goals for the Company. The annual cash incentive for fiscal 2026 has a provision for payment between 50% and 200% of target if annual financial goals are met. Three metrics each have a threshold, target and maximum goal with a weighting established for each metric: ARR (40%), Adjusted EBITDA (30%) and annual revenue (30%). Upon achievement of the minimum threshold for a metric a portion of the annual award will be earned based on the weighting of that metric. A maximum of up to 200% of the target can be achieved if each of the three metrics is achieved at or beyond maximum performance. The actual annual incentive due will be calculated based on annual results and performance against each of the revenue, ARR and Adjusted EBITDA goals. This final payment amount will be determined by multiplying the Named Executives’ target total cash incentive for the fiscal year by the multiplier based on the performance of each of these metrics. The components of the annual cash incentive plan all will be measured exclusive of the impact of any acquisitions activity we may complete during the fiscal year. The Committee can adjust any individual’s incentive payout by up to 25% upwards or downwards based on individual performance.

  51. Equity Incentive Compensation

    Equity Incentive Compensation Equity incentive compensation is designed to reward demonstrated performance and leadership, motivate future superior performance that drives overall Company growth, aligns the interests of the Named Executive with our stockholders, and allows us to attract and retain talent through the long-term reward potential of this program. These awards seek to align our equity incentive compensation with market practices and support our compensation philosophy as above described. In fiscal 2025, Named Executives received 50% of their equity incentive grants in PSUs and 50% in RSUs. The Compensation Committee grants a portion of equity awards in PSUs, primarily because PSUs vest based upon the achievement of one or more operating metrics as opposed to vesting only based on continued employment. Equity awards are made to Named Executives annually and on other dates that generally correspond to the Named Executive’s start date with us, promotions, or as acknowledgement for extraordinary performance. Equity award amounts historically have been based upon competitive equity compensation within our Peer Group and/or survey group along with the above listed individual factors. Existing ownership levels generally are not a factor in award determinations as we do not want to discourage Named Executives from accumulating Digi stock. However, the Committee may take into consideration a Named Executive’s previous equity awards and may approve larger awards in certain circumstances, such as to newer Named Executives with less equity by reason of their shorter tenure. Fiscal 2025 Equity Awards For fiscal 2025, the Committee reviewed equity and long-term incentive practices of equivalent positions within our Peer Group, and for certain positions, the practices within the broader survey group. The Committee approved equity awards with a grant date target value generally falling between the 25th and 75th percentile of reported equity and long-term incentive awards for the most recent fiscal year of companies in our Peer Group and our broad technology industry category. The selection of award size between the 25th and 75th percentile was based on the Company’s fiscal 2024 performance and the factors listed above, most notably, individual performance, long-term potential and retention goals. The Company delivered the equity award value 50% in RSUs and 50% in PSUs. The Company divides the intended value of RSU awards, and target value of PSU awards by the six-month average market closing price of our stock prior to the date of the final approval of the RSU and PSU awards, which was $27.10 per share as of November 26, 2024, to determine the total number of RSUs, and the target number of PSUs. Accordingly, the following RSU and PSU awards were granted to the Named Executives on November 26, 2024:

  52. Equity Incentive Compensation

    | Name | Restricted Stock Units (#) | Performance Stock Units at Target (#)(a) | | Ronald E. Konezny | 35,277 | 35,277 | | James J. Loch | 16,052 | 16,052 | | David H. Sampsell | 8,764 | 8,764 | | James E. Freeland | 5,997 | 5,997 | | Terrence G. Schneider | 6,274 | 6,274 |

  53. Equity Incentive Compensation

    | (a) Messrs. Konezny, Loch and Sampsell, as our CEO and Executive Vice Presidents, are eligible to receive up to double the target number of PSU shares based on the Company’s performance. |

  54. Equity Incentive Compensation

    The PSUs granted are eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2025, fiscal 2026 and the fiscal year ending September 30, 2027 (“fiscal 2027”). If ARR exceeds an established performance goal in a given fiscal year during the performance period, the PSU award will pay out one-third of the target shares for that fiscal year. If ARR exceeds the performance goal for the first two fiscal years, then the PSU award will payout out two-thirds of the target shares (after deducting any shares earned for performance in an individual fiscal year). Similarly, if ARR exceeds the performance goal for all three fiscal years, then the PSU will payout all of the target shares. The Committee established ARR performance goals in November 2024 of $125.8 million for fiscal 2025, $138.4 million for fiscal 2026, and $152.0 million for fiscal 2027. With respect to the same PSU awards, Messrs. Konezny, Loch and Sampsell each have an opportunity receive an increased payout so long as the Company’s TSR for the three-year performance period is greater than the TSR for the Russell 2000 Index for the same period. If that threshold TSR is achieved, then, as follows, the number of shares issued under the respective PSU at the end of fiscal 2027 will be subject to a multiplier based on the compound annual growth rate of the Company’s during the three-year performance period:

  55. Equity Incentive Compensation

    | Compound Annual Growth Rate | Multiplier | | Less than 2.5% | None | | At least 2.5% and less than 5.0% | 10% | | At least 5.0% and less than 7.5% | 25% | | At least 7.5% and less than 10.0% | 50% | | At least 10% | 100% |

  56. Equity Incentive Compensation

    If any multiplier is triggered, then all additional PSUs will become vested as of the final scheduled vesting date for the PSU awards. Based on actual ARR of $129.6 million for fiscal 2025, the Committee certified the vesting and settlement of one-third of the target PSUs on November 3, 2025, resulting in the issuance of 11,759 shares; 5,351 shares; 2,922 shares; 2,092 shares; and 1,999 shares to each of Messrs. Konezny, Loch, Sampsell, Freeland and Schneider, respectively. The remainder of the PSU awards are subject to performance for fiscal 2026 and fiscal 2027 and the remaining two- and three-fiscal year periods. PSUs Granted in Fiscal 2023 As previously disclosed, during fiscal 2023, the Committee granted PSUs to Messrs. Konezny, Loch, Sampsell and Schneider that were eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2023, fiscal 2024 and fiscal 2025. For fiscal 2025, because actual ARR of $129.6 million exceeded the one-year target of $ 125.8 million and the prior fiscal year’s target was already satisfied in full, Committee certified the vesting and issuance of out one-third of the target shares. Accordingly, Messrs. Konezny, Loch, Sampsell and Schneider received payouts of 7,783 shares; 3,892 shares; 1,816 shares; and 1,557 shares, respectively, on November 3, 2025. PSUs Granted in Fiscal 2024 As previously disclosed, during fiscal 2024, the Committee granted PSUs to Messrs. Konezny, Loch, Sampsell and Schneider that were eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2024, fiscal 2025 and fiscal 2026. For fiscal 2025, because actual ARR of $129.6 million exceeded the one-year target of $125.8 million and the prior fiscal year’s target was already satisfied in full, Committee certified the vesting and issuance of one-third of the target shares. Accordingly, Messrs. Konezny, Loch, Sampsell, Freeland and Schneider received payouts of 8,598 shares; 4,144 shares; 2,201 shares; 1,683 shares and 2,007 shares, respectively, on November 3, 2025. The remainder of the PSU awards are subject to performance for fiscal 2026 and the remaining three-fiscal year period.

  57. Employment Agreements

    Employment Agreements We have entered into employment agreements with our Named Executives to align their interests with stockholders and attract and retain executives by providing contractual arrangements that address the consequences of significant organization changes. Ronald E. Konezny. We and Mr. Konezny are parties to an employment agreement dated November 26, 2014. The agreement entitles Mr. Konezny to an initial annual base salary, subject to review at least annually, which can be decreased only in connection with a uniform reduction affecting all of our senior executives proportionately, and participation in the Company’s annual cash incentive plan. The agreement also provides that if we terminate his employment without cause he will receive, subject to his execution of a release of claims: (1) severance pay at a rate equal to his base salary for a period of 12 months following termination, paid in installments on regular payroll dates during that period, (2) if Mr. Konezny continues his group health insurance coverage, we shall pay for the portion of the premium costs for such coverage that the Company pays for then active employees of the Company, at the same level of coverage that was in effect as of the termination date of his employment, for a period of 12 months thereafter, and (3) a pro rata portion of any bonus that would have been payable to him for the fiscal year during which his employment terminated, based on actual results against the annual objectives set by the Committee. Under the employment agreement, Mr. Konezny is entitled to a cash annual incentive bonus, provided that objectives set by the Committee are met. If some or all of the objectives are not met for a fiscal year, then the Committee shall determine the actual bonus earned based on actual performance against plan as determined through the Company’s annual cash incentive plan. If the objectives set by the Committee for a cash performance bonus are exceeded for a fiscal year, the Committee may, in its discretion, award Mr. Konezny a bonus in addition to any other bonus to which he is otherwise entitled. James J. Loch. We and Mr. Loch are parties to a letter agreement dated May 1, 2019. The agreement provides for an initial base salary and participation in the Company’s annual cash incentive plan. Under this agreement, if Mr. Loch’s employment is terminated by us without cause at any time, he will be entitled to receive, subject to his execution of a release of claims, severance equal to 12 months’ base salary paid as a lump sum and a bonus that will be based on the number of months of service during the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan. The letter agreement provided for two initial equity awards in connection with the commencement of Mr. Loch’s employment. On August 13, 2019, he received an option to purchase 100,000 shares of our common stock, which vested as to 25% of the shares on the first anniversary of the grant date and in 36 substantially equal monthly installments thereafter, with a term of seven years. He also received an RSU award in the amount of 53,663 shares of our common stock, which vested as to 25% of the shares on each of the first four anniversaries of the grant date. Both awards will vest as to all shares if his employment is terminated without cause or terminates for good reason within one year following a change in control. David H. Sampsell. We and Mr. Sampsell are parties to a letter agreement dated April 8, 2011. The agreement provides for an initial base salary and participation in the Company’s annual cash incentive plan. The letter agreement provides that if Mr. Sampsell’s employment is terminated by us without cause at any time, he will be entitled to receive, subject to his execution of a release of claims, severance equal to six months’ base salary paid as a lump sum and a bonus that will be based on the number of months of service during the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan. Terrence G. Schneider. We and Mr. Schneider are parties to a letter agreement dated May 9, 2016 and amended May 23, 2016. The letter agreement provides that if Mr. Schneider’s employment is terminated by us without cause at any time, he will be entitled to receive severance equal to six months’ base salary paid as a lump sum and a bonus that will be based on the number of months of service during the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan. James E. Freeland. We and Mr. Freeland are parties to a letter agreement dated January 29, 2024. The agreement provides for an initial base salary and participation in the Company’s annual cash incentive plan. The agreement also provides for an equity award in connection with the commencement of Mr. Freeland’s employment in an award grant value of $330,000, split between PSUs and RSUs. The letter agreement provides that if Mr. Freeland’s employment is terminated by us without cause at any time, he will be entitled to receive severance equal to six months’ base salary paid in a lump sum and a bonus based on the number of months of service in the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan.

  58. Assessing Risk in our Executive Compensation Program

    | ● | utilizing a rigorous process to establish annual financial performance metrics for our cash incentive plan that are challenging but achievable; |

  59. Assessing Risk in our Executive Compensation Program

    | ● | for our annual cash incentives, utilizing more than one financial metric to determine payment under the plan. This assures Named Executives are not focused on limited aspects of business performance; and |

  60. Assessing Risk in our Executive Compensation Program

    | ● | providing Named Executives with an opportunity for an annual equity award that vests over a period of three to four years. This equity accumulation opportunity incents Named Executives to take actions that promote longer term sustainability of our business. |

  61. Compensation Governance Policies

    Compensation Governance Policies Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. Consistent with our annual compensation cycle, the Compensation Committee typically grants annual equity awards to our executive officers in November of each year. The approximate dates for these awards are typically known more than a year in advance on a fairly consistent cadence year over year. While the 2021 Plan permits grants of stock options and stock appreciation rights, among other awards, we have not awarded stock options or stock appreciation rights to our executive officers since 2021. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants of equity awards occurs independently of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation. Clawback Policy We adopted a clawback policy in compliance with Rule 10D-1 of the Exchange Act, the SEC regulations promulgated thereunder, and Nasdaq listing rules. Under the policy, the Company is required to recover from covered executive officers on a reasonably prompt basis the amount of any erroneously awarded incentive-based compensation resulting from an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The policy applies to incentive-based compensation received by covered executive officers on or after October 2, 2023. The Company’s previously adopted a clawback policy, which still applies to cash incentive awards and performance-based equity incentive awards received by covered executive officers prior to October 2, 2023, allows recoupment or repayment of any portion of such incentive payments to the extent we materially restated our consolidated financial statements because of our Company’s material noncompliance with applicable financial reporting requirements. In addition, under the prior clawback policy, if it is determined that any executive officer engaged in intentional misconduct or gross negligence that caused or contributed to the need for the restatement, then such executive officer must repay the entire amount of any incentive payment net of taxes paid or payable with respect to the forfeited payment. Stock Ownership Guidelines We maintain stock ownership guidelines because the Board believes that it is in the best interest of the Company and our stockholders for non-employee directors and executive officers to have an equity interest in the Company in order to align their financial interests with those of our stockholders. Our Compensation Committee is responsible for monitoring the application of these guidelines. The guidelines specify that each non-employee director and executive officer is expected to own shares of our common stock with a value at least equal to the amount shown in the following schedule:

  62. Compensation Governance Policies

    A covered individual has five years from the date he or she becomes subject to these guidelines (or any heightened ownership level under these guidelines) to achieve compliance with the applicable target value. Shares are counted toward the target value by including fully-vested outstanding shares of which the covered person is deemed to be the “beneficial owner” (pursuant to Section 16 under the Exchange Act) and by including shares subject to a stock option or stock appreciation right to the extent that the award is vested as to those shares and the award is “in-the-money” (i.e., the closing price of a share of the Company’s stock on the determination date exceeds the exercise price). Shares subject to a performance-based compensatory equity-based award of any kind that has not yet vested and shares subject to an RSU that has not yet vested are not counted. The value of the shareholdings of a covered individual is based on the greater of (i) the closing price of a share of the Company’s common stock as of the most recent fiscal year end, or (ii) the “acquisition value” of the shares (the purchase price, if acquired in a market or other arm’s-length transaction, or its fair market value at the time the receipt of the share was taxable or the share was received in a gift transaction). As of September 30, 2025, all non-employee directors and executive officers were either in compliance with the stock ownership guidelines or had made progress toward achieving the stock ownership guidelines within the five-year period before the guidelines become effective for them.

  63. Tax Considerations

    Tax Considerations While the Committee is mindful of the benefit to us of the deductibility of compensation, the Committee continues to believe that stockholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Committee’s ability to continue to provide a competitive compensation package to attract, motivate and retain the Company’s most senior executives is considered critical to the Company’s success and to advancing the interests of its stockholders. Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a federal tax deduction to a public company for compensation in any tax year paid to certain covered individuals to the extent that the compensation to such employee exceeds $1 million. Section 280G of the Code disallows a tax deduction by the Company with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. We do not provide tax gross-ups on income attributable to payments that are deemed made in connection with a change in control. Section 409A of the Internal Revenue Code also affects the payments of certain types of deferred compensation and includes requirements relating to when payments under such arrangements can be made, acceleration of benefits, and timing of elections under such arrangements. Failure to satisfy these requirements will generally lead to an acceleration of the timing for including deferred compensation in an employee’s income, as well as a 20% penalty and interest.

  64. Summary Compensation Table

    Summary Compensation Table The following summarizes the compensation for the fiscal years noted for the individuals who served at any time during our fiscal 2025 as Chief Executive Officer or Chief Financial Officer as well as our other three most highly compensated officers for fiscal 2025 (whom we have referred to in the CD&A and here as the “Named Executives”).

  65. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(a) ($) | Stock Awards(b) ($) | Non-Equity Incentive Plan Compensation(c) ($) | All Other Compensation(d) ($) | Total ($) | | Ronald E. Konezny | 2025 | 583,846 | 3,454,324 | 949,179 | 14,775 | 5,002,124 | | President and Chief Executive Officer | 2024 | 563,962 | 1,902,750 | 423,742 | 14,575 | 2,905,029 | | | 2023 | 542,308 | 6,914,355 | 1,210,000 | 13,975 | 8,680,638 | | James J. Loch | 2025 | 417,692 | 1,571,812 | 308,700 | 15,271 | 2,313,476 | | Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 400,385 | 917,035 | 137,700 | 15,133 | 1,470,253 | | | 2023 | 371,154 | 1,830,838 | 375,000 | 13,979 | 2,590,972 | | David H. Sampsell | 2025 | 346,154 | 858,171 | 257,250 | 13,889 | 1,475,464 | | Executive Vice President of Corporate Development, General Counsel and Corporate Secretary | 2024 | 323,462 | 487,177 | 110,500 | 13,530 | 934,669 | | | 2023 | 312,692 | 1,071,269 | 315,000 | 10,360 | 1,709,322 | | James E. Freeland(e) | 2025 | 321,154 | 391,484 | 191,100 | 13,853 | 917,591 | | Senior Vice President, Chief Information Officer | 2024 | 184,615 | 325,308 | 50,164 | 6,923 | 567,010 | | Terrence G. Schneider | 2025 | 297,692 | 409,567 | 176,400 | 8,178 | 891,837 | | Senior Vice President, Supply Chain Management | 2024 | 283,462 | 248,359 | 77,520 | 8,966 | 618,307 | | | 2023 | 272,692 | 379,846 | 220,000 | 9,582 | 882,120 |

  66. Summary Compensation Table

    | (a) The “Salary” column presents the pre-tax base salary earned during the fiscal year. |

  67. Summary Compensation Table

    | (b) Stock awards include grants of RSUs and PSUs, both of which are described in the CD&A. The “Stock Awards” column presents the grant date fair value of RSUs and PSUs granted in the respective fiscal year as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). Accordingly, the grant date fair value for RSUs was determined by multiplying the number of restricted stock units by the closing stock price on the date of grant. The grant date fair value for PSUs are based on the outcome of the performance conditions at the target payout under each award. If the highest level of performance is achieved for all fiscal 2025 PSU awards, the maximum value of each NEO’s 2025 PSUs would be as follows: Mr. Konezny- $2,302,883; Mr. Loch - $1,047,875; Mr. Sampsell - $572,114; Mr. Freeland - $195,742; and Mr. Schneider - $204,783. For a description of the vesting terms of the stock awards, see the narrative disclosure under “Grants of Plan-Based Awards for Fiscal 2025” on page 25. |

  68. Summary Compensation Table

    | (c) The “Non-Equity Incentive Plan Compensation” column presents cash bonuses earned under our annual cash incentive plans during the fiscal years presented. |

  69. Summary Compensation Table

    | (d) Amounts shown in the “All Other Compensation” column for fiscal 2025 include: |

  70. Summary Compensation Table

    | Name | Year | Digi Contribution to 401(k) Plan ($) | Supplemental Life Insurance Premiums ($) | Total ($) | | Ronald E. Konezny | 2025 | 14,000 | 775 | 14,775 | | James J. Loch | 2025 | 14,261 | 1,010 | 15,271 | | David H. Sampsell | 2025 | 13,221 | 668 | 13,898 | | James E. Freeland | 2025 | 13,853 | – | 13,853 | | Terrence G. Schneider | 2025 | 7,058 | 1,120 | 8,178 |

  71. Summary Compensation Table

    | (e) Mr. Freeland joined our Company in February 2024. |

  72. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 For services during fiscal 2025, the Named Executives received three types of plan-based awards: (1) cash-based awards under the annual incentive plan, (2) RSU awards granted on November 26, 2024, and (3) PSU awards granted on November 26, 2024. Except as indicated in footnote (c) to the table below, each RSU vests in four substantially equal increments of 25% per year on the anniversary of the grant date. Footnote (b) to the table below describes vesting for PSUs. The annual cash incentive programs for fiscal 2025 are described beginning on page 17 and throughout the CD&A.

  73. Grants of Plan-Based Awards for Fiscal 2025

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | All Other Stock Awards: Number of Shares of Stock or Units(c) (#) | Grant Date Fair Value Stock Awards(d) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Ronald E. Konezny | AIP | | 322,850 | 645,700 | 1,291,400 | | | | | | | RSU | 11/26/2024 | | | | | | 35,277(e) | 1,151,441 | | | PSU | 11/26/2024 | | | | 35,277 | 70,554 | | 2,302,883 | | James J. Loch | AIP | | 105,000 | 210,000 | 420,000 | | | | | | | RSU | 11/26/2024 | | | | | | 16,052(e) | 523,937 | | | PSU | 11/26/2024 | | | | 16,052 | 32,104 | | 1,047,875 | | David H. Sampsell | AIP | | 87,500 | 175,000 | 350,000 | | | | | | | RSU | 11/26/2024 | | | | | | 8,764(e) | 286,057 | | | PSU | 11/26/2024 | | | | 8,764 | 17,528 | | 572,114 | | James E. Freeland | AIP | | 65,000 | 130,000 | 260,000 | | | | | | | RSU | 11/26/2024 | | | | | | 5,997(e) | 195,742 | | | PSU | 11/26/2024 | | | | 5,997 | 5,997 | | 195,742 | | Terrence G. Schneider.. | AIP | | 60,000 | 120,000 | 240,000 | | | | | | | RSU | 11/26/2024 | | | | | | 6,274(e) | 204,783 | | | PSU | 11/26/2024 | | | | 6,274 | 6,274 | | 204,783 |

  74. Grants of Plan-Based Awards for Fiscal 2025

    AIP=Annual incentive plan for fiscal 2025 RSU=Restricted stock unit award PSU=Performance stock unit award.

  75. Grants of Plan-Based Awards for Fiscal 2025

    | (a) These columns present possible payments under the annual cash incentive plan for fiscal 2025. See the Summary Compensation Table for fiscal 2025 (under the column “Non Equity Incentive Plan Compensation”) for the actual amount paid to each Named Executive under the annual cash incentive plan. Threshold refers to the minimum amount payable upon achievement of the minimum performance levels required to earn any payment. Target refers to the amount payable if specified targets were reached. Maximum refers to the maximum payout possible under the plan. |

  76. Grants of Plan-Based Awards for Fiscal 2025

    | (b) These columns present potential issuances of shares of common stock in settlement of performance stock unit awards granted under the 2021 Plan in fiscal 2025 and having a three-year performance period spanning fiscal 2025, fiscal 2026, and fiscal 2027. The number of shares to be issued is based on the degree to which we achieved specified ARR for each covered fiscal year, subject in the case of grants to Messrs. Konezny, Loch and Sampsell to a potential multiplier based on a threshold TSR and revenue CAGR over the three-fiscal year performance period. See “Equity Incentive Compensation” in the CD&A for the performance goals. |

  77. Grants of Plan-Based Awards for Fiscal 2025

    | (c) The RSUs reflected in this column are subject to accelerated vesting if the award is not assumed or replaced in connection with a change in control, or if the award is so assumed or replaced, if the Named Executive’s employment is terminated without cause by the successor or for good reason by the Named Executive within 12 months following a change in control. |

  78. Grants of Plan-Based Awards for Fiscal 2025

    | (d) This column shows the full grant date fair value under authoritative guidance issued by ASC 718 of the stock options, RSUs and PSUs on the date of grant. |

  79. Grants of Plan-Based Awards for Fiscal 2025

    | (e) Scheduled to vest as to 25% of the shares on the first, second, third, and fourth anniversaries of the date of grant unless earlier accelerated or terminated pursuant to their terms. |

  80. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The table below provides information on each Named Executive’s outstanding equity awards as of September 30, 2025. The equity awards consist of stock options, RSUs and PSUs. The market value of each share underlying an RSU and PSU that had not vested equaled $36.46, which was the closing price of our common stock on September 30, 2025 (the last trading day of the fiscal year).

  81. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | Option Awards(a) | | | | Stock Awards | | | | | | | | | | | Restricted Stock Units(b) | | Performance Stock Units | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Units of Stock That Have Not Vested (#) | Mkt. Value of Units That Have Not Vested ($) | Units of Stock That Have Not Vested (#) | Mkt. Value of Units That Have Not Vested ($) | | | | Exercisable | Unexercisable | | | | | | | | Ronald E. Konezny | 11/26/2024 | | | | | 35,277 | 1,286,199 | | | | | 11/26/2024 | | | | | | | 35,277(c) | 1,286,199 | | | 11/22/2023 | | | | | 19,344(d) | 705,282 | | | | | 11/22/2023 | | | | | | | 17,195(e) | 626,930 | | | 11/29/2022 | | | | | 11,675 | 425,671 | | | | | 11/29/2022 | | | | | 100,000(f) | 3,646,000 | | | | | 11/29/2022 | | | | | | | 31,134(g) | 1,135,146 | | | 11/30/2021 | | 2,527 | $21.53 | 11/30/2028 | | | | | | | 11/30/2021 | 58,127 | | $21.53 | 11/30/2028 | | | | | | | 11/30/2021 | | | | | 6,955(d) | 253,579 | | | | James J. Loch | 11/26/2024 | | | | | 16,052 | 585,256 | | | | | 11/26/2024 | | | | | | | 26,052(c) | 949,856 | | | 11/22/2023 | | | | | 9,323 | 339,917 | | | | | 11/22/2023 | | | | | | | 8,287(e) | 302,144 | | | 11/29/2022 | | | | | 10,000(h) | 364,600 | | | | | 11/29/2022 | | | | | 5,838 | 212,853 | | | | | 11/29/2022 | | | | | | | 19,460(g) | 709,512 | | | 11/30/2021 | 32,293 | 1,404 | $21.53 | 11/30/2028 | | | | | | | 11/24/2020 | 35,456 | – | $16.75 | 11/24/2027 | | | | | | | 11/27/2019 | 38,889 | – | $17.94 | 11/27/2026 | | | | | | | 8/13/2019 | 100,000 | – | $13.76 | 8/13/2026 | | | | | | David H. Sampsell | 11/26/2024 | | | | | 8,764 | 319,535 | | | | | 11/26/2024 | | | | | | | 17,528(c) | 639,071 | | | 11/22/2023 | | | | | 4,953(d) | 180,586 | | | | | 11/22/2023 | | | | | | | 11,006(e) | 401,279 | | | 11/29/2022 | | | | | 10,000(h) | 364,600 | | | | | 11/29/2022 | | | | | 2,724 | 99,317 | | | | | 11/29/2022 | | | | | | | 7,265(g) | 264,882 | | | 11/30/2021 | 8,424 | 628 | $21.53 | 11/30/2028 | | | | | | | 11/24/2020 | 4,727 | – | $16.75 | 11/24/2027 | | | | | | | 11/27/2019 | 22,222 | – | $17.94 | 11/27/2026 | | | | | | James E. Freeland | 11/26/2024 | | | | | 5,997 | 218,651 | | | | | 11/26/2024 | | | | | | | 5,997(c) | 218,651 | | | 5/6/2024 | | | | | 4,516(d) | 164,653 | | | | | 5/6/2024 | | | | | | | 4,014(e) | 146,350 | | Terrence G. Schneider | 11/26/2024 | | | | | 6,274 | 228,750 | | | | | 11/26/2024 | | | | | | | 6,274(c) | 228,750 | | | 11/22/2023 | | | | | 3,787(d) | 138,074 | | | | | 11/22/2023 | | | | | | | 3,366(e) | 122,724 | | | 11/29/2022 | | | | | 2,335 | 85,134 | | | | | 11/29/2022 | | | | | | | 1,557(g) | 56,768 | | | 11/30/2021 | 12,421 | 540 | $21.53 | 11/30/2028 | | | | | | | 11/24/2020 | 14,182 | – | $16.75 | 11/24/2027 | | | | | | | 11/27/2019 | 16,667 | – | $17.94 | 11/27/2026 | | | | |

  82. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (a) Unless otherwise noted, all options are scheduled to vest as to 25% of the shares on the first anniversary of the date of grant and thereafter in 36 equal monthly installments unless earlier accelerated or terminated pursuant to their terms. |

  83. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (b) Unless otherwise noted, all RSUs are scheduled to vest as to 25% of the shares on each anniversary of the date of grant unless earlier accelerated or terminated pursuant to their terms. |

  84. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (c) Represents shares underlying PSUs eligible to vest based on achievement of ARR over a three-fiscal year performance period consisting of fiscal 2025, fiscal 2026 and fiscal 2027. 50% of the shares underlying PSUs held by Messrs. Konezny, Loch and Sampsell are eligible to vest based on achievement of Relative TSR target during the performance period. See “Fiscal 2025 Equity Awards” for additional details regarding the vesting conditions and timing. |

  85. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (d) Scheduled to vest as to 25% of the shares on the first anniversary of the date of grant and thereafter in 36 monthly installments. |

  86. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (e) Represents shares underlying PSUs eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2024, fiscal 2025 and fiscal 2026. 50% of the shares underlying the PSUs are eligible to vest based on achievement of Relative TSR target during the performance period. |

  87. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (f) Scheduled to vest as to 60,000 shares on the third anniversary of the date of grant, 20,000 shares on the fourth anniversary of the date of grant, and 20,000 shares on the fifth anniversary of the date of grant. |

  88. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (g) Represents shares underlying PSUs eligible to vest based on achievement of ARR over a three-fiscal year performance period consisting of fiscal 2023, fiscal 2024 and fiscal 2025. 50% of the shares underlying PSUs are eligible to vest based on achievement of Relative TSR target during the performance period. |

  89. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (h) Scheduled to vest as to 100% of the shares on the third anniversary of the date of grant. |

  90. Options Exercised and Stock Vested During Fiscal 2025

    Options Exercised and Stock Vested During Fiscal 2025 The table below provides information regarding stock option exercises by the Named Executives and RSUs and PSUs vested during the fiscal year ended September 30, 2025.

  91. Options Exercised and Stock Vested During Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(a) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(b) ($) | | Ronald E. Konezny | 334,918 | 6,395,618 | 50,074 | 1,592,829 | | James J. Loch | – | – | 22,489 | 713,834 | | David H. Sampsell | 18,750 | 358,688 | 10,638 | 336,866 | | James E. Freeland | – | – | 3,514 | 101,068 | | Terrence G. Schneider | 12,500 | 274,630 | 8,982 | 284,973 |

  92. Options Exercised and Stock Vested During Fiscal 2025

    | (a) Represents the difference between the market value of the shares acquired upon exercise and the aggregate exercise price of the shares acquired. |

  93. Options Exercised and Stock Vested During Fiscal 2025

    | (b) Represents the number of shares vested multiplied by the market value of the shares on the date they were vested. |

  94. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described above in the CD&A, we have entered into employment agreements and letter agreements with our Named Executives providing for severance benefits. In addition, in certain circumstances, we may enter into separate transition or severance agreements with Named Executives to facilitate the orderly transition of their responsibilities upon their departure from the Company in a manner that is least disruptive to our organization. When entering into these agreements, the Committee considers market terms for these benefits, although the actual agreements are individually negotiated based on the circumstances of the executive being employed or retained. We have not entered into any new arrangements in fiscal 2025 with any of our Named Executives. The table that follows provides the estimated additional payments and benefits that would be provided to our Named Executives or their beneficiaries under the employment agreements and equity compensation plans described above under various scenarios involving a termination of employment and/or a change in control, and assuming that the event(s) occurred on September 30, 2025. For these purposes, “cause” generally refers to acts by an executive that result in a felony conviction, willful non-performance of material employment duties, or willfully engaging in fraud or gross misconduct that is materially detrimental to our financial interests.

  95. Potential Payments Upon Termination or Change in Control

    | Compensation Element | Involuntary Termination Without Cause ($) | Death or Disability (Single Trigger) ($) | Change in Control (Double Trigger)(a) ($) | | Severance(b) | | | | | Ronald E. Konezny | 587,000 | | 587,000 | | James J. Loch | 420,000 | | 420,000 | | David H. Sampsell | 175,000 | | 175,000 | | James E. Freeland | 162,500 | | 162,500 | | Terrence G. Schneider | 150,000 | | 150,000 | | Medical Benefit Continuation | | | | | Ronald E. Konezny | 27,299 | | 27,299 | | Pro Rata Bonus(c) | | | | | Ronald E. Konezny | 949,179 | | 949,179 | | James J. Loch | 308,700 | | 308,700 | | David H. Sampsell | 257,250 | | 257,250 | | James E. Freeland | 191,100 | | 191,100 | | Terrence G. Schneider | 176,400 | | 176,400 | | Accelerated Stock Options(d) | | | | | Ronald E. Konezny | | 37,728 | 37,728 | | James J. Loch | | 20,962 | 20,962 | | David H. Sampsell | | 9,675 | 9,675 | | James E. Freeland | | – | – | | Terrence G. Schneider | | 8,062 | 8,062 | | Restricted Stock Units(e) | | | | | Ronald E. Konezny | | | 6,316,731 | | James J. Loch | | | 1,502,626 | | David H. Sampsell | | | 964,039 | | James E. Freeland | | | 383,304 | | Terrence G. Schneider | | | 451,958 | | Performance Stock Units(e) | | | | | Ronald E. Konezny | | | 3,048,275 | | James J. Loch | | | 1,961,512 | | David H. Sampsell | | | 1,305,232 | | James E. Freeland | | | 365,001 | | Terrence G. Schneider | | | 408,243 | | Total | | | | | Ronald E. Konezny | 1,563,478 | 37,728 | 10,966,212 | | James J. Loch | 728,700 | 20,962 | 4,213,800 | | David H. Sampsell | 432,250 | 9,675 | 2,711,196 | | James E. Freeland | 353,600 | – | 1,101,905 | | Terrence G. Schneider | 326,400 | 8,062 | 1,194,663 |

  96. Potential Payments Upon Termination or Change in Control

    | (a) Represents payments upon termination without cause or for good reason within 12 months following a change in control. |

  97. Potential Payments Upon Termination or Change in Control

    | (b) Severance arrangements generally provide Messrs. Konezny and Loch with one year of base salary and all others with six months of base salary. |

  98. Potential Payments Upon Termination or Change in Control

    | (c) Pro rata bonus is based on the number of months that the individual was employed during the year in which his employment was terminated and our actual performance against the annual objectives set by the Committee. For purposes of this presentation, since the assumed date of termination was September 30, 2025, the bonus amount shown for all executives is the actual cash incentive earned for all of fiscal 2025. |

  99. Potential Payments Upon Termination or Change in Control

    | (d) Amounts represent intrinsic value of stock option awards as of September 30, 2025 for which the vesting could have been accelerated. The value entered is based on the difference between $36.46, the closing price of our Common Stock on September 30, 2025 (the last trading day of the fiscal year), and the option exercise price. |

  100. Potential Payments Upon Termination or Change in Control

    | (e) Amounts represent the value of unvested RSUs and PSUs (at maximum payout) using closing price of $36.46 of our Common Stock on September 30, 2025 (the last trading day of the fiscal year). |

  101. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2025, the annual total compensation for our Chief Executive Officer was $5,002,124, as reflected in the Summary Compensation Table appearing on page 24. We estimate that the median employee’s annual total compensation was $128,150 for fiscal 2025. This comparison results in a CEO Pay Ratio of 39:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated under the Exchange Act and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. We determined that there has been no change in either our employee population or our employee compensation arrangements from fiscal year 2024 that we believe would significantly impact our fiscal year 2025 pay ratio disclosure; therefore, we are using the same median employee identified for our fiscal year 2024 pay ratio disclosure. Our median employee was identified on September 30, 2024. As of September 30, 2024, our employee population consisted of approximately 617 U.S. employees and 191 non-U.S. employees. As a result, our median employee was selected from an adjusted employee population of 807 employees (excluding our Chief Executive Officer). In order to identify our median employee, we used a compensation measure that included base pay received during fiscal 2024 (on an annualized basis for permanent employees employed for less than the full fiscal year) plus actual bonuses and commissions earned and the aggregate grant date fair value of equity-based awards determined in a manner consistent with the Summary Compensation Table. To improve comparability, we did not include overtime wages in our compensation measure. Using this compensation measure, we selected the individual at the median of our employee population. We then calculated our median employee’s annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K.

  102. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth additional compensation information of our PEO and our other Named Executives (averaged) along with our total shareholder return (“TSR”), peer group TSR, Net Income and Adjusted EBITDA during each of fiscal 2021, fiscal 2022, fiscal 2023, fiscal 2024 and fiscal 2025. This information is disclosed per the requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.

  103. PAY VERSUS PERFORMANCE

    | | Summary Comp. Table Total for PEO (a)(b) ($) | Compensation Actually Paid to PEO (a)(b) ($) | Avg. Summary Comp. Table for Other NEOs (a)(b) ($) | Avg. Comp. Actually Paid to Other NEOs (a)(b) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (million $) | Adjusted EBITDA(c) (million $) | | | | | | | Company TSR(d) ($) | Peer Group TSR(d)(e) ($) | | | | 2025 | 5,002,124 | 5,723,863 | 1,399,592 | 1,460,392 | 233 | 146 | 40.8 | 108.4 | | 2024 | 2,905,029 | 2,853,351 | 897,560 | 907,647 | 176 | 121 | 22.5 | 98.1 | | 2023 | 8,680,638 | 5,157,171 | 1,565,302 | 910,236 | 196 | 98 | 24.8 | 96.5 | | 2022 | 3,056,878 | 7,194,627 | 555,704 | 890,973 | 221 | 80 | 19.4 | 79.4 | | 2021 | 2,427,405 | 4,322,591 | 765,929 | 1,010,845 | 135 | 110 | 10.4 | 48.3 |

  104. PAY VERSUS PERFORMANCE

    | (a) Our PEO and Other Named Executives for each reported fiscal year were: |

  105. PAY VERSUS PERFORMANCE

    | Year | PEO | Other NEOs | | 2025 | Ronald E. Konezny | James J. Loch, David H. Sampsell, James E. Freeland, and Terrence G. Schneider | | 2024 | Ronald E. Konezny | James J. Loch, David H. Sampsell, Terrence G. Schneider, and James E. Freeland | | 2023 | Ronald E. Konezny | James J. Loch, David H. Sampsell, Terrence G. Schneider, and Radha R. Chavali | | 2022 | Ronald E. Konezny | James J. Loch, David H. Sampsell, Terrence G. Schneider, Radha R. Chavali, Tracy L. Roberts, and Kevin C. Riley | | 2021 | Ronald E. Konezny | James J. Loch, David H. Sampsell, Tracy L. Roberts, Kevin C. Riley, and Michael A. Ueland |

  106. PAY VERSUS PERFORMANCE

    | (b) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below: |

  107. PAY VERSUS PERFORMANCE

    | Adjustments(1) | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 5,002,124 | 1,399,592 | 2,905,029 | 897,560 | 8,680,638 | 1,565,302 | 3,056,878 | 555,704 | 2,427,405 | 765,929 | | Adjustments for stock and option awards: | | | | | | | | | | | | Subtract SCT amounts of stock and option awards | (3,454,324) | (807,758) | (1,902,750) | (494,470) | (6,914,355) | (947,441) | (1,428,595) | (236,131) | (1,640,833) | (333,403) | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 1,286,199 | 338,048 | 2,130,244 | 545,431 | 4,591,431 | 621,982 | 2,701,902 | 453,599 | 2,022,626 | 459,553 | | +/- The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year | 2,310,287 | 436,168 | (128,919) | 4,011 | (1,203,605) | (187,270) | 2,990,479 | 331,887 | 1,231,195 | 216,009 | | +/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year | 579,577 | 94,342 | (150,253) | (44,886) | 3,063 | (142,337) | (126,037) | (22,899) | 282,198 | 24,813 | | Subtract fair value at end of prior fiscal year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | – | – | – | – | – | – | – | (191,187) | – | (122,056) | | Compensation Actually Paid | 5,723,863 | 1,460,392 | 2,853,351 | 907,647 | 5,157,171 | 910,236 | 7,194,627 | 890,973 | 4,322,591 | 1,010,845 |

  108. PAY VERSUS PERFORMANCE

    | (1) Rows reporting the following adjustments were omitted from this table because they were not applicable: (i) aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the SCT; (ii) service cost; (iii) prior service cost; and (iv) dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the fair value of the award or the SCT total compensation for the covered fiscal year. |

  109. PAY VERSUS PERFORMANCE

    | (c) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2025 to our Company’s performance, is Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that can be calculated from our audited financial statements as described under Item 7, Reconciliation of Net Income to Adjusted EBITDA of our fiscal 2025 financial statements. |

  110. PAY VERSUS PERFORMANCE

    | (d) Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on September 30, 2020 (the last trading day of fiscal 2020) through and including the end of each fiscal year reported in the table. |

  111. PAY VERSUS PERFORMANCE

    | (e) Our peer group used for the TSR calculation is the Nasdaq Telecommunications Index, which is the same “peer index” used in the performance graph appearing in our annual report on Form 10-K. |

  112. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The fiscal 2025 director compensation program provided non-employee directors with a combination of cash and RSUs that resulted in an annual aggregate value ranging from approximately $181,000 to $226,000 per director depending on committee service in fiscal 2025. The Compensation Committee conducts periodic competitive reviews of the compensation plan for non-employee directors. For fiscal 2025, the Committee reviewed a competitive analysis of director compensation as compared to our Peer Group. This analysis provided details on total compensation levels and committee service fees for directors in our Peer Group as well as the allocation of compensation between cash and equity. Our director compensation program was determined to be in the 25th through 50th percentile relative to the Peer Group. In response, cash retainers for service as a non-employee board member as well as for service as Audit Committee Chair, Compensation Committee Chair, Audit Committee Member and Compensation Committee Member were increased. The director compensation plan continues to provide for an annual equity award, in the form of RSUs, with a target value of $120,000. This award is approved at the regularly scheduled meeting of the Compensation Committee immediately prior to the annual meeting of stockholders and granted after the public announcement of first fiscal quarter financial results. These RSUs are scheduled to vest in full on the date immediately preceding our next annual meeting of stockholders, which is historically approximately one year after the date of grant. In addition, a newly elected director is expected to be awarded a one-time RSU award valued at $125,000 in connection with their appointment or initial election. These RSUs vest 50% after one year and 100% after two years from an award’s grant date. The following table describes compensation arrangements with our non-employee directors effective for fiscal 2025:

  113. COMPENSATION OF DIRECTORS

    | Compensation Element | Amount Payable | | Annual Cash Retainers(a) | | | ● Board Member | $50,000 | | ● Audit Committee Chair | $20,000 | | ● Compensation Committee Chair | $15,000 | | ● Nominating & Governance Committee Chair | $10,000 | | ● Non-Executive Chairperson | $40,000 | | ● Audit Committee Member | $10,000 | | ● Compensation Committee Member | $6,000 | | ● Nominating & Governance Committee Member | $5,000 | | Annual Equity Award(b)(c) | $120,000 | | New Director Equity Award(c) | $125,000 |

  114. COMPENSATION OF DIRECTORS

    | (a) Retainers are paid in quarterly installments each representing 25% of total annual retainer amount. |

  115. COMPENSATION OF DIRECTORS

    | (b) An annual RSU equity award is provided to each non-employee director on or near the date of the annual meeting of stockholders and each such award becomes fully vested after one year. The amount of the annual equity award indicated in the table represents the target valuation of the equity award. |

  116. COMPENSATION OF DIRECTORS

    | (c) For fiscal 2025, the actual number of shares underlying the RSUs awarded was determined by dividing the targeted RSU award value by $30.18, which represented the average closing price of our common stock during the six months preceding February 10, 2025, the date the awards were granted. |

  117. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 The table below summarizes compensation provided to non-employee directors for services provided during fiscal 2025.

  118. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(a)(b) ($) | Total ($) | | Christopher D. Heim | 75,000 | 141,740 | 216,740 | | Valerie Heusinkveld | 46,667 | 147,621 | 194,288 | | Satbir Khanuja, Ph.D. | 106,000 | 141,740 | 247,740 | | Spiro C. Lazarakis | 75,000 | 141,740 | 216,740 | | Hatem Naguib | 61,000 | 141,740 | 202,740 | | Sally J. Smith(c) | 23,333 | – | 23,333 | | Allison West Hughes | 40,667 | 147,621 | 188,288 |

  119. Director Compensation for Fiscal 2025

    | (a) The “Stock Awards” column presents the aggregate grant date fair value of RSUs granted to each non-employee director during fiscal 2025 as computed in accordance with ASC 718. The fair value of each RSU was considered to be the closing price of the Company’s common stock on the date the RSU was granted. |

  120. Director Compensation for Fiscal 2025

    | (b) Information regarding the RSUs granted to non-employee directors during fiscal 2025 and aggregate RSUs outstanding at September 30, 2025: |

  121. Director Compensation for Fiscal 2025

    | Name | Grant Date | RSUs Awarded (#) | Grant Date Fair Value of RSUs(A) ($) | Total RSUs Outstanding (#) | | Christopher D. Heim | 2/10/2025 | 3,977 | 141,740 | 3,977 | | Valerie Heusinkveld | 2/10/2025 | 4,142 | 147,621 | 4,142 | | Satbir Khanuja, Ph.D. | 2/10/2025 | 3,977 | 141,740 | 3,977 | | Spiro C. Lazarakis | 2/10/2025 | 3,977 | 141,740 | 3,977 | | Hatem Naguib | 2/10/2025 | 3,977 | 141,740 | 3,977 | | Allison West Hughes | 2/10/2025 | 4,142 | 147,621 | 4,142 |

  122. Director Compensation for Fiscal 2025

    | (A) This column shows full grant date fair value under authoritative guidance issued by ASC 718 of the RSUs granted to non-employee directors in fiscal 2025. |

  123. Director Compensation for Fiscal 2025

    | (c) Ms. Smith retired from all positions with the Board of Directors at the conclusion of our annual meeting held on February 3, 2025. |