DEF 14A of Quantum Corp /De/
Filed Jul 29, 2026 · FY20260001140361-26-030043
Tara Ilges
Tara Ilges General Counsel and Corporate Secretary July 29, 2026
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| Table of Contents |
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| Board of Directors and Committees | | 1 | | Director Biographies | | 2 | | Board Meetings and Independence | | 7 | | Board Committees and Leadership Structure | | 8 | | Director Candidate Evaluation | | 11 | | Corporate Governance | | 13 | | Ethics and Compliance | | 14 | | Board Role in Risk Oversight and Board Evaluation | | 16 | | Stock Ownership Guidelines | | 17 | | Non-Employee Director Compensation | | 18 | | Proposals | | 20 | | Proposal One | Election of Directors | 21 | | Proposal Two | Amendment to and Restatement of the 2023 Long-Term Incentive Plan | 22 | | Proposal Three | Non-Binding Advisory Vote on Executive Compensation | 31 | | Proposal Four | Ratification of Appointment of Registered Public Accounting Firm | 32 | | Other Proposals | | 34 | | Executive Compensation Summary | | 35 | | Named Executive Officers | | 36 | | Equity Grant Practices | | 37 | | Fiscal 2026 Compensation Tables | | 38 | | Fiscal 2026 Summary Compensation Table | | 39 | | Narrative to Summary Compensation Table | | 40 | | Outstanding Equity Awards at Fiscal 2026 Year End | | 44 | | Potential Payments Upon Termination or Change in Control for Fiscal 2026 | | 45 | | Equity Compensation Plan Information | | 47 | | Security Ownership of Certain Beneficial Owners and Management | | 48 | | Pay vs. Performance | | 49 | | Board Committee Reports and Related Information | | 53 | | Report of the Audit Committee of the Board of Directors | | 54 | | Independent Registered Public Accounting Firm | | 55 | | Related Party Transactions | | 56 | | Information Concerning Solicitation, Voting, and Communication | | 58 | | General Information, Notice and Access, Record Date and Outstanding Shares, and Voting Procedures | | 59 | | Householding, Solicitation, and Communicating with the Company | | 62 | | Shareholder Proposals for Our 2027 Annual Meeting | | 63 | | Exhibit A | Amended and Restated 2023 Long-Term Incentive Plan (as Amended through July 21, 2026) | | 65 |
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| | Board of Directors and Committees |
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| Director Biographies |
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| | Donald J. Jaworski INDEPENDENT Chairman of the Board Chair, Leadership and Compensation Committee | | Hugues Meyrath President and Chief Executive Officer Board Member | | | Yue Zhou White INDEPENDENT Board Member | | John R. Tracy INDEPENDENT Chair, Audit Committee Chair, Special Committee | | | John A. Fichthorn INDEPENDENT Chair, Corporate Governance and Nominating Committee | | James C. Clancy INDEPENDENT Board Member | | | Tony J. Blevins INDEPENDENT Board Member | | |
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The key roles for our Board include, but are not limited to:
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| • | Selecting and evaluating the Company’s Chief Executive Officer (CEO) and overseeing CEO succession planning. |
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| • | Reviewing and approving the CEO’s objectives and compensation. |
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| • | Advising the CEO and management on the Company’s fundamental strategies and approving the annual operating plan. |
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| • | Approving acquisitions, divestitures, important organizational changes, and other significant corporate actions. |
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For the April 1-2, 2025 portion of the fiscal year ended March 31, 2026 (Fiscal 2026), Mr. Todd W. Arden also served on the Board. Mr. Arden did not have any disagreements with the Board or Quantum Management team on any matter relating to the Company’s operations, policies, or practices. Each of our directors has been nominated for election at the Annual Meeting. There are no familial relationships between any directors or executive officers of the Company.
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| Donald J. Jaworski INDEPENDENT DIRECTOR NOMINEE Age: 67 Chair • Board of Directors • Leadership & Compensation Committee Member • Special Committee | Mr. Jaworski was appointed to our Board in November 2022 and named Chairman on June 2, 2025. He served as Lead Independent Director from August 15, 2024 to June 1, 2025. Mr. Jaworski was President and Chief Operating Officer of Lacuna Technologies, Inc., a leader in software that helps municipalities to operationalize digital infrastructure and manage transportation, from March 2021 to July 2023. Prior to joining Lacuna, from January 2015 to March 2020, he was CEO of SwiftStack, Inc., an open-source cloud data management company focused on large scale data applications, which was acquired by NVIDIA Corporation, a publicly-traded multinational technology company, in March 2020. Mr. Jaworski previously served as: • Senior Vice President and General Manager of the core platform business at NetApp, Inc. from August 2010 through January 2012, where the team focused on the transition to scale-out systems. • Senior Vice President Product at Brocade Communications Systems, Inc. • General Manager of the Enterprise Security business unit at Nokia Corporation. In addition, Mr. Jaworski’s early career included management positions at Sun Microsystems, Inc. and Amdahl Corporation. He has been an advisor and board member for a number of early-stage companies. Mr. Jaworski received a B.S. in Computer Science from Bowling Green State University and an MBA from Santa Clara University. We believe Mr. Jaworski brings strength to our Board through his broad and deep technology and product development and marketing experience. |
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| Hugues Meyrath DIRECTOR NOMINEE Age: 56 | Mr. Meyrath was appointed to our Board in November 2022 and named President and Chief Executive Officer on June 2, 2025. Mr. Meyrath has developed an extensive background in various leadership roles at global technology companies, most notably in the networking and data storage segments. Before joining Quantum, from January 2017 to December 2021, he served as Chief Product Officer of ServiceChannel Holdings Inc., a provider of SaaS-based multi-site solutions, which was acquired by Fortive Corporation, a publicly-traded provider of connected workflow solutions, in 2021. From January 2014 to January 2017, Mr. Meyrath was Vice President at Dell Technologies Capital, a venture capital arm of Dell Technologies that invests in enterprise and cloud infrastructure, where he was responsible for driving venture funding, mergers and acquisitions, and other advisory roles for a diverse set of portfolio companies. He also held the role of Vice President of Product Management and Business Development for Dell EMC’s Backup and Recovery Services, which offers data protection and business continuity products. Mr. Meyrath’s experience also includes executive roles at: • Juniper Networks, Inc. • Brocade Communications Systems, Inc. • Strategic Business Systems, Inc. He was also previously a Quantum employee from January 2002 to September 2003. We believe Mr. Meyrath’s extensive work in product portfolio and technology development, and in particular his experience with data storage technologies, provides valuable experience and perspective to our Board. |
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| Yue Zhou (Emily) White INDEPENDENT DIRECTOR NOMINEE Age: 54 Member • Corporate Governance & Nominating Committee • Special Committee | Ms. White was elected to our Board in September 2021. Ms. White held the position of Vice President, Enterprise Data and Analytics at Cisco Systems, a publicly-traded networking hardware and software manufacturing company from July 2024 to July 2025. Prior to Cisco, she served as Vice President of Enterprise Data and Analytics at NIKE, Inc., a public company that manufactures and sells athletic apparel, beginning in April 2020. Prior to NIKE, from February 2017 to April 2020, Ms. White served as Vice President of Enterprise Data Engineering at Synchrony Financial, a publicly-traded consumer financial services company. Ms. White previously held multiple positions at General Electric entities. From November 2013 to June 2015, she served as Data Science Director and Global Commercial IT Director at General Electric Healthcare, a company that manufactures and distributes medical imaging modalities. From May 2007 to October 2013, she was Global Enterprise Resource Director and Senior Global Business Intelligence Program Manager for General Electric Transportation, a company that manufactures equipment for energy generation industries. Ms. White’s education includes a: • Bachelor of Science degree in Accounting and Finance from Shengyang Polytechnic University; • Master of Business Administration degree from Huron University; • Master of Applied Mathematics degree in Computer Science at the University of Central Oklahoma; • Certificate in Board Leadership from Santa Clara University; and • Certificate in Health Economics & Outcomes Research from the University of Washington. We believe Ms. White’s extensive senior management experience, particularly in data science and analytics, brings valuable perspective to our Board and to the oversight of these functions within Quantum. |
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| John R. Tracy INDEPENDENT DIRECTOR NOMINEE Age: 61 Chair • Audit Committee • Special Committee | We appointed John R. Tracy to our Board in June 2024. Mr. Tracy has an extensive background in public company financial planning and operations. Most recently, he served as Executive Vice President and Chief Financial Officer at Verifone Systems, Inc., a payment system company, from February 2019 until April 2024. Prior to that, from November 2017 to November 2019, Mr. Tracy served as Senior Director at Pine Hill Group (now CFGI), an accounting and transaction advisory firm. From July 2015 to October 2016, Mr. Tracy held the position of Senior Vice President Finance for TiVo Inc. (formerly Rovi), a streaming entertainment content delivery service. Prior to that, he was Vice President Finance and Chief Financial Officer for TE Connectivity Inc., a publicly-traded electronics connector and sensor manufacturer, from June 2013 to June 2015. He also served as Vice President and Corporate Controller at ConvaTec, a medical products and technology company, from October 2012 to June 2013. Mr. Tracy also held various senior finance roles at Motorola Inc. and its subsidiaries. He received a Bachelor of Science degree in Accounting from Rider University and a Masters of Science in Taxation from Fairleigh Dickinson University. We believe Mr. Tracy’s financial expertise, including his experience as a chief financial officer, makes him a valuable member of our Board. |
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| John A. Fichthorn INDEPENDENT DIRECTOR NOMINEE Age: 53 Chair • Corporate Governance & Nominating Committee Member • Leadership & Compensation Committee | Mr. Fichthorn was appointed to the Board in April 2025. He was previously a member of the Board from April 2019 to July 2021. Mr. Fichthorn has served as the Founder and Managing Partner of Dialectic Capital Management, since the re-launching of Dialectic in May 2020. He is also the Founder and Managing Partner of Medtex Ventures, a medical device venture capital firm he founded in 2020. Prior to that, Mr. Fichthorn was the Head of Alternative Investments at B. Riley Capital Management, LLC, an investment advisor and wholly-owned subsidiary of B. Riley Financial, Inc, from April 2017 until May 2020. Before that, Mr. Fichthorn co-founded Dialectic Capital Management, where he was an equities portfolio manager and analyst from 2003 to 2017. Mr. Fichthorn has served on the boards of directors at: • Benefytt, formerly called Health Insurance Innovations, Inc., a publicly traded health insurance and technology platform company, from December 2017 to August 2020. • TheMaven (now The Arena Group), a publicly traded online media company, from September 2018 to October 2021. • Multiple private companies that are portfolio companies of Dialectic Capital and Medtex Ventures. Mr. Fichthorn earned a Bachelor of Arts degree in Astronomy from the University of North Carolina at Chapel Hill. Mr. Fichthorn has significant experience in accounting and financial matters, experience serving on other public and private company boards, and brings shareholder perspective to our Board. We believe he brings strength to our Board as a result of his experience managing investment firms and being a shareholder activist. |
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| James C. Clancy INDEPENDENT DIRECTOR NOMINEE Age: 59 Member • Audit Committee • Corporate Governance & Nominating Committee | Mr. Clancy was appointed to the Board in August 2025. Mr. Clancy has served as a business advisor to Amplix, a technology advisory firm, DataPivot Technologies, Inc., a data center and cloud technologies solutions provider, and Nexus Advisory Partners, a commercial finance advisory firm, since December 2024. Mr. Clancy previously served as the Senior Vice President, Global Sales, Data Protection Solutions at Dell Technologies Inc., a publicly-traded technology company, from 2019 until December 2024. Prior to that, Mr. Clancy held various positions at Dell including President of Global Specialties Sales from 2018 to 2019 and Senior Vice President, Global Sales, Data Protection Solutions from 2013 to 2018. Additionally, Mr. Clancy served as Divisional Vice President, Americas for EMC’s Backup Recovery Systems Division at EMC Corporation (later acquired by Dell), from 2011 to 2013 and in various senior roles from 1998 to 2011. Mr. Clancy earned a Bachelor of Business Administration and General Management Degree from the University of Massachusetts Dartmouth. We believe Mr. Clancy brings strength to our Board through his extensive experience with sales strategies for global data protection and cyber resiliency solutions. |
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| Tony J. Blevins INDEPENDENT DIRECTOR NOMINEE Age: 59 Member • Audit Committee • Leadership & Compensation Committee | Mr. Blevins was appointed to the Board in August 2025. Mr. Blevins most recently served as Vice President of Procurement at Apple, Inc., a publicly-traded technology company, from 2000 until September 2022. Prior to that, he served in various senior roles at IBM, a publicly-traded technology company, in both supply chain and engineering. Mr. Blevins earned a Bachelor’s degree in Industrial Engineering from North Carolina State University. We believe Mr. Blevins brings strength to our Board as a result of his significant supply chain leadership and strategy experience. |
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| BOARD CHAIR RESPONSIBILITIES | | • Planning and organizing Board activities, including meeting agendas, frequency, content, and conduct. | | • Ensuring, along with the Corporate Governance and Nominating Committee, that the Board’s work processes effectively enable the Board to exercise oversight and due diligence in fulfilling its mandate, including for the oversight of Company strategy and risk. | | • Promoting effective communication among directors between Board meetings. | | • Working with committee chairs to ensure committees perform effectively and apprise the Board of actions taken. | | • Ensuring that the Board’s action items are tracked and appropriately resolved. | | • Encouraging an environment that facilitates all directors expressing their views on key Board matters. |
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| LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES (where appointed) | | • Presiding at any Board meeting the Chair does not attend, including executive sessions of only independent directors. | | • Calling meetings of non-management directors and providing appropriate executive session feedback to the CEO and management. | | • Serving as a liaison and facilitator between the independent directors and CEO. | | • Advising the Chair regarding Board meeting agendas, frequency, content, and conduct. | | • Collaborating with Board committees, including the Corporate Governance and Nominating Committee, on appointing members and chairs. |
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| Board Meetings and Independence |
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees The Corporate Governance and Nominating Committee uses the following procedures to identify and evaluate potential director nominees:
Identifying and Evaluating Director Nominees
| • | Regularly reviewing the Board’s size, composition, and collective performance, in addition to individual member performance and qualifications. |
Identifying and Evaluating Director Nominees
| • | Determining whether to retain or terminate any third-party search firm used to identify director candidates, including approving the fees paid. |
Identifying and Evaluating Director Nominees
| • | Reviewing qualifications of any properly identified, recommended, or nominated candidate. The committee’s review, in its discretion, may consider only the information provided to it or include discussions with third parties familiar with the candidate, candidate interviews, or other actions the committee deems proper. |
Identifying and Evaluating Director Nominees
| • | Evaluating each candidate according to the General and Specific Considerations previously outlined. |
Identifying and Evaluating Director Nominees
| • | Recommending a slate of director nominees to be approved by the Board. |
Identifying and Evaluating Director Nominees
| • | Endeavoring to promptly notify director candidates of its decision regarding whether to nominate a candidate for Board election. |
Identifying and Evaluating Director Nominees
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Identifying and Evaluating Director Nominees
The Board has not historically maintained a formal diversity policy for its members. However, in evaluating the Board’s composition, the Board and Corporate Governance and Nominating Committee consider diversity of:
Identifying and Evaluating Director Nominees
| | | | | | | Knowledge | Culture | Race | Gender | Age |
Identifying and Evaluating Director Nominees
The Board believes that directors with a diverse range of perspectives, skills, and experiences enable it to more effectively oversee all aspects of Quantum’s business. The Board considers underrepresented populations when seeking candidates for future nomination to the Board, and seeks to include women and members of underrepresented groups in nominee candidate pools.
Environmental, Social, and Governance Oversight
| Non-Employee Director Compensation |
Fiscal 2026 Director Compensation
Fiscal 2026 Director Compensation The following tables detail the Fiscal 2026 annual cash retainers, applicable committee service fees, and applicable Chair retainers paid to our directors. We do not pay meeting fees to our Board members. Following his appointment as President and Chief Executive Officer, Mr. Meyrath stopped receiving non-employee compensation for Board service.
Fiscal 2026 Director Compensation
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | Blevins, Tony J. | $35,486 | $86,840 | - | $122,326 | | Clancy, James C. | $34,861 | $86,840 | - | $121,701 | | Fichthorn, John A. | $65,000 | $125,767 | - | $190,767 | | Jaworski, Donald J. | $117,917 | $77,400 | - | $195,317 | | Meyrath, Hugues | $21,250 | - | - | $21,250 | | Tracy, John R. | $110,208 | $77,400 | - | $187,608 | | White, Yue Zhou | $81,458 | $77,400 | - | $158,858 | | 1Amounts reflect compensation earned by each director for Board service during Fiscal 2026 and include the amounts in the next table. Mr. Meyrath’s Board compensation was discontinued following his appointment as President and Chief Executive Officer on June 2, 2025. | | | | | | 2Value reflects the closing price on the grant date of $6.45 per share. In accordance with the Company’s standard equity compensation program for non-employee directors, the Board approved an annual Fiscal 2026 award for each of the directors, excluding Mr. Meyrath, of 12,000 restricted stock units each, vesting upon the earlier of the Annual Meeting or January 1, 2027, subject to each directors’ continued Board service. The Board also approved prorated new director equity awards of 4,405 restricted stock units for Mr. Fichthorn valued at the closing price on the grant date of $10.98 per share, and 1,000 restricted stock units for each of Mr. Blevins and Mr. Clancy valued at the closing price on the grant date of $9.44 per share, each of which vested at the Company’s 2025 annual shareholder meeting. | | | | |
Fiscal 2026 Director Compensation
| Name | Board Retainer | Board Chair or Lead Independent Director Retainer(1) | Committee Membership Retainer | Committee Chair Retainer | Total Fees Paid in Cash | | Blevins, Tony J. | $29,861 | - | $5,625 | - | $35,486 | | Clancy, James C. | $29,861 | - | $5,000 | - | $34,861 | | Fichthorn, John A. | $50,000 | - | $2,500 | $12,500 | $65,000 | | Jaworski, Donald J. | $50,000 | $25,000 | $25,417 | $17,500 | $117,917 | | Meyrath, Hugues | $12,500 | - | $5,000 | $3,750 | $21,250 | | Tracy, John R. | $50,000 | - | $9,375 | $50,833 | $110,208 | | White, Yue Zhou | $50,000 | - | $31,458 | - | $81,458 | | 1In Fiscal 2026, Mr. Jaworski served as Lead Independent Director from April 1 – June 1, 2025 and as Chairman of the Board from June 2, 2025 – March 31, 2026. | | | | | |
Fiscal 2026 Director Compensation
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Fiscal 2026 Director Compensation
| | Proposals |
Fiscal 2026 Director Compensation
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Fiscal 2026 Director Compensation
| Proposal One | Election of Directors |
Fiscal 2026 Director Compensation
Quantum has nominated seven directors to be elected to the Board at the Annual Meeting, to serve until the 2027 annual meeting or until their successors are duly qualified and elected. The Corporate Governance and Nominating Committee recommended all nominees and the Board nominated all for election. The nominees are:
Fiscal 2026 Director Compensation
| | Donald J. Jaworski INDEPENDENT | | Hugues Meyrath President and Chief Executive Officer | | | Yue Zhou White INDEPENDENT | | John R. Tracy INDEPENDENT | | | John A. Fichthorn INDEPENDENT | | James C. Clancy INDEPENDENT | | | Tony J. Blevins INDEPENDENT | | |
Long-Term Equity is a Key Component of Our Employee Compensation Program
Long-Term Equity is a Key Component of Our Employee Compensation Program Our employees are our most valuable asset, and we strive to provide them with competitive compensation packages that reward personal and Company performance and help meet our retention needs. Equity awards, whose value depends on our stock performance, and which require continued service over time before any value can be realized, help achieve these objectives and are a key element of our compensation program. Equity awards also incentivize our employees to manage our business as owners, aligning their interests with those of our shareholders. We believe we must continue to use equity compensation on a broad basis to help attract, retain and motivate employees to grow our business, develop new products, increase operating efficiencies, and ultimately increase shareholder value. Accordingly, it is imperative that we have sufficient shares available to continue to offer equity, including performance-influenced equity that aligns executive interests with our business performance and shareholder value creation, to ensure there is sufficient retention interest for executive officers and to motivate performance achievement.
Long-Term Equity is a Key Component of Our Employee Compensation Program
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The 2023 Plan Incorporates Compensation and Governance Best Practices
| | Prohibitions against liberal share recycling practices. Shares tendered by participants to satisfy the exercise price or purchase price of awards, or tax withholding obligation with respect to awards, will not be added back to the balance of shares available to issue under the 2023 Plan. | | Shareholder approval required for additional shares. The 2023 Plan does not contain an annual “evergreen” provision. The 2023 Plan authorizes a fixed maximum number of shares and requires shareholder approval to increase the maximum number of shares of our common stock which may be issued under the 2023 Plan. | | | No discount stock options or stock appreciation rights. All stock options and stock appreciation rights must have an exercise price equal to or greater than the fair market value of our common stock on the date the award is granted. | | Repricing and cash buyouts not allowed without shareholder approval. The 2023 Plan prohibits the repricing, cash-out or other exchange of underwater stock options and stock appreciation rights without prior shareholder approval. | | | Limitations on dividend payments on unvested awards. Dividends and dividend equivalents may not be paid on awards subject to vesting conditions unless and until such conditions are met. In addition, dividend equivalents may not be granted on options or stock appreciation rights. | | Clawback. The 2023 Plan provides that all awards will be subject to our clawback policy. | | | No tax gross-ups. The 2023 Plan does not provide for any tax gross-ups on equity awards. | | LCC Independence. Our employee equity plans are administered by the Board’s Leadership and Compensation Committee, which is comprised entirely of independent non-employee directors. |
We Manage our Incentive Program Thoughtfully
We Manage our Incentive Program Thoughtfully We manage our long-term shareholder dilution by limiting annual equity grants to what we believe is necessary to attract, reward, and retain our key employees. We are also mindful of the ratio of our stock-based compensation expense to our revenues over time. There is a limit on the total number of shares that may be awarded under the 2023 Plan, ensuring appropriate shareholder protection. Moreover, awards granted under the plan, will continue to be subject to vesting conditions and tied to value generation, aligning executive interests with shareholders’. Historically, our equity grants to named executive officers have been comprised of time-based restricted stock units and performance-based restricted stock units. However, in Fiscal 2026, the LCC and Board determined that granting options would more appropriately align the interests of the executive leadership team with those of our shareholders.
We Manage our Incentive Program Thoughtfully
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We Manage our Incentive Program Thoughtfully
The performance goals we have previously set for performance-based equity awards were designed to be challenging, and required consistent business execution and achievement in order to be earned. Historically, certain performance targets have not been met, demonstrating the pay-for-performance alignment of our executive compensation program. As a result, the actual compensation realized by our executive officers over the past several years has been significantly lower than their target compensation metrics. The table below summarizes our equity grant practices during the three most recent fiscal years.
We Manage our Incentive Program Thoughtfully
| Fiscal Year | Weighted Average Shares Outstanding (000s)(1) | Time- Based Awards Granted (000s) | Performance- Based Awards Granted (000s) | Earned Portion of Performance- Based Awards Granted (000s) | Options Granted (000s) | 200-Day Moving Calendar Average Stock Price(1) | Value-Adjusted Burn Rate | | 2026 | 12,674 | 371 | 120 | - | 100 | $7.91 | 4.49% | | 2025 | 5,150 | 312 | 180 | 13 | - | $13.55 | 9.55%(2) / 6.31%(3) | | 2024 | 95,850 | 1,209 | 1,055 | 271 | - | $0.60 | 4.73%(2) / 3.85%(3) | | 1Measured as of March 31 of the relevant fiscal year. Quantities and stock prices shown for Fiscal 2025 and Fiscal 2026 have been adjusted for the 1-share-for-20-shares reverse split approved by shareholders in August 2024. | | | | | | | | | 2Reflects value-adjusted burn rate including all performance-based awards granted in fiscal year. | | | | | | | | | 3Reflects value-adjusted burn rate including performance-based awards granted in fiscal year and subsequently earned. | | | | | | | |
Amending the 2023 Plan Allows us to Meet our Forecasted Equity Needs
| Plan | Outstanding RSUs (Granted but not Vested) (000s) | Outstanding PSUs (Granted but not Vested or Earned) (000s) | Outstanding Options (Granted but not Vested) (000s) | Remaining Shares Available to Grant (000s) | | 2023 Plan | 333 | 116 | 1,463(1) | 27 | | Inducement Plan | 25 | 25 | - | 115 | | 1Outstanding options have a weighted-average exercise price of $5.21 and a weighted average term to exercise of 6.7 years. | | | | |
Material Terms of the Amended 2023 Long-Term Incentive Plan
Material Terms of the Amended 2023 Long-Term Incentive Plan This section summarizes certain principal features of the 2023 Plan. This summary is not a complete description of all of the provisions of the 2023 Plan and is qualified in its entirety by reference to the full text of the 2023 Plan. Eligibility and Types of Awards The 2023 Plan permits the grant of the following types of equity incentive awards:
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Incentive stock options (ISOs); |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Nonstatutory stock options (NSOs); |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Stock appreciation rights (SARs); |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Restricted stock; and |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs). |
Material Terms of the Amended 2023 Long-Term Incentive Plan
Employees, consultants and directors of Quantum and any parent, subsidiary or affiliate of Quantum are eligible to participate in and receive awards pursuant to the 2023 Plan. As of the Record Date, we had approximately 480 employees, directors, and consultants potentially eligible to participate in the 2023 Plan. Administration The 2023 Plan will be administered by the Board or a committee of individuals satisfying applicable laws appointed by the Board (the Administrator). It currently is expected that the LCC will continue to administer the 2023 Plan, but the Board has the authority to appoint one or more other committees to separately or concurrently administer the 2023 Plan. The Board may require that any committee which administers the 2023 Plan consist of at least two directors who qualify as non-employee directors under Rule 16b-3 of the Securities Exchange Act of 1934 to qualify transactions under the 2023 Plan as exempt under Rule 16b-3. Subject to the terms of the 2023 Plan, the Administrator has the sole discretion to select the employees, consultants, and directors who will receive awards, determine the terms and conditions of awards, interpret the provisions of the plan and outstanding awards, and make all determinations necessary or advisable for administering the 2023 Plan. The Administrator may delegate any part of its authority and powers under the 2023 Plan to a committee of officers to the extent permitted by applicable law, provided that such delegation shall specify the total number of awards that such officers may award. The Administrator’s decisions, determinations, and interpretations will be final and binding on all participants and other holders of awards and will be given maximum deference permitted by law. Share Reserve and Share Recycling Rules Maximum Share Limit. The maximum number of shares that may be issued or transferred pursuant to awards under the 2023 Plan after reflecting our 1-for-20 reverse stock split effective August 26, 2024 is equal to the sum of:
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | 5,350,000 shares; |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | The number of shares that were available for new grants under the 2012 Long-Term Incentive Plan (2012 Plan) as of September 12, 2023; and |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Any shares subject to awards granted under the 2012 Plan as of September 12, 2023 that: |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| ○ | expire or otherwise terminate without having been vested or exercised in full; or |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| ○ | are forfeited to or repurchased by the Company due to failure to vest. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
However, in no event will the number of shares available for issuance exceed 5,647,896 shares. Share Recycling
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | If an option or SAR expires or becomes unexercisable without having been exercised in full or is surrendered pursuant to an exchange program (as defined in the 2023 Plan, and subject to shareholder approval), the unpurchased shares subject to the option or SAR will become available for future issuance under the plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Upon exercise of a SAR settled in shares, the gross number of shares covered by the portion of the award exercised (whether or not actually issued pursuant to the exercise) will cease to be available under the 2023 Plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
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Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Vested shares that have actually been issued under the 2023 Plan will not be returned to the plan and will not become available for future distribution under the plan. Unvested shares issued pursuant to awards that are reacquired by the Company or are forfeited to the Company due to failure to vest will become available for future issuance under the 2023 Plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Shares used to pay the exercise price or purchase price of an award will not become available for future grant and/or sale under the 2023 Plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Shares purchased in the open market with proceeds from option exercises will not become available for issuance under the 2023 Plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | Shares used to satisfy the tax withholding obligations related to an award of restricted stock, RSUs, options, or SARs will not become available for future grant or sale under the 2023 Plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
| • | If any portion of an award is paid to a participant in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2023 Plan. |
Material Terms of the Amended 2023 Long-Term Incentive Plan
Administration Awards granted under the 2023 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2023 Plan, but will count against the maximum number of shares that may be issued upon the exercise of ISOs. Capitalization Adjustments If Quantum experiences a dividend or other distribution (whether in cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of Quantum, or other change in corporate structure affecting the shares, the LCC will adjust the number and class of shares available for issuance under the 2023 Plan, the number, class and price of shares subject to outstanding awards, and the per-person share limits on awards. Individual Award Limitations The 2023 Plan provides that the maximum grant date fair value (calculated in accordance with generally accepted accounting principles) of all awards (as a combined limit) granted to an individual non-employee director in any one fiscal year may not exceed an aggregate of $500,000. In the fiscal year in which a non-employee director first joins the Board, this limit is increased to $750,000. Any awards granted to an individual while he or she was an employee or consultant but not a non-employee director shall not count for purposes of this limitation. No Repricing or Cash Buyouts The 2023 Plan prohibits the implementation of any program to exchange awards or reduce the exercise price of options or stock appreciation rights, or otherwise implement certain programs under which participants can transfer awards to a financial institution or other person or entity, except with shareholder approval. No Reload Options No stock option will include terms entitling a participant to a grant of stock options upon exercise of the original stock option. Stock Options The Administrator may grant NSO or ISOs, the latter of which are entitled to potentially favorable tax treatment, under the 2023 Plan. The stock option exercise price is determined at grant by the Administrator and must be at least 100% of the fair market value of a share on the date of grant (110% for incentive stock options granted to shareholders who own more than 10% of the total outstanding shares of Quantum, its parent or any of its subsidiaries). The term of a stock option shall not exceed 7 years from the date of grant. However, a participant who owns stock possessing more than 10% of the total combined voting power of all classes of stock of Quantum or any of its subsidiaries or any Quantum parent may not be granted an incentive stock option that is exercisable after 5 years from the option’s grant date. Dividend equivalents may not be granted on stock options.
Material Terms of the Amended 2023 Long-Term Incentive Plan
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Material Terms of the Amended 2023 Long-Term Incentive Plan
Stock Appreciation Rights SARs are awards that grant the participant the right to receive an amount (in the form of cash, shares of equal value, or a combination thereof, as determined by the Administrator) equal to the number of shares exercised multiplied by the amount by which Quantum’s stock price exceeds the exercise price. The exercise price is set by the Administrator but cannot be less than 100% of the fair market value of the covered shares on the grant date. The Administrator’s decisions, determinations, and interpretations will be final and binding on all participants and other holders of awards and will be given maximum deference permitted by law. Restricted Stock Awards of restricted stock are shares that may be subject to vesting conditions in accordance with the terms and conditions established by the Administrator. A holder of restricted stock will have full voting rights, unless determined otherwise by the Administrator. Dividends paid on unvested stock grants will be subject to forfeiture if the vesting condition applicable to the stock grant is not satisfied. Restricted Stock Units RSUs represent a right to receive shares (and/or cash of equal value) at a future date determined in accordance with the participant’s award agreement. Participants holding RSUs have no voting rights with respect to the shares represented by the RSUs until the date the underlying shares are issued. The Administrator may provide for dividend equivalent rights on RSUs based on the amount of dividends paid on outstanding shares of our common stock. Any dividend equivalent rights that are awarded will be subject to forfeiture to the same extent as the corresponding RSUs to which the dividend equivalent rights relate. Performance Awards Performance awards are awards that result in a payment to a participant (in the form of cash, shares of equal value, or a combination thereof, as determined by the Administrator) only if performance goals and/or other vesting criteria established by the Administrator are achieved or the awards otherwise vest. The applicable performance goals or vesting criteria will be determined by the Administrator and may be applied based on continued employment or service, the achievement of specific performance objectives (such as company-wide, departmental, divisional, business unit or individual goals), applicable federal or securities laws, or any other basis determined by the Administrator in its discretion. Performance awards that are RSUs may contain dividend equivalent rights. Limited Transferability of Awards Awards granted under the 2023 Plan generally may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution, and may be exercised during a participant’s lifetime only by the participant. Notwithstanding the foregoing, subject to the terms of the 2023 Plan, the Administrator may make an award transferable on such terms and conditions as the Administrator deems appropriate, such as permitting an individual to transfer an award to an individual or entity if the transfer is for bona fide estate planning purposes. Merger, Change in Control, or Other Transactions In the event of a merger of Quantum with or into another corporation or a change in control (as defined in the 2023 Plan), each outstanding award will be treated as the Administrator determines, including that each award be assumed or substituted by the successor corporation (or its parent or subsidiary). The Administrator is not required to treat all awards similarly.
Material Terms of the Amended 2023 Long-Term Incentive Plan
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Material Terms of the Amended 2023 Long-Term Incentive Plan
If there is no assumption or substitution of outstanding awards, the awards will fully vest, all restrictions will lapse, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and the awards will become fully exercisable. In addition, if an option or stock appreciation right is not assumed or substituted in the event of a merger or change in control, the Administrator will notify the participant that the award will be exercisable for a specified period prior to the transaction, and the award will terminate upon the expiration of such period. With respect to awards granted to a non-employee director that are assumed or substituted for upon a merger or change in control, if the non-employee director’s status as a director is terminated other than upon voluntary resignation (unless resignation was required by the acquirer) on or after the assumption or substitution, then his or her awards will fully vest, all restrictions will lapse, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and the awards will become fully exercisable. In the event of a proposed dissolution or liquidation of Quantum, the Administrator will notify each participant as soon as practicable prior to the effective date of the proposed transaction. To the extent options and stock appreciation rights are not exercised or other awards are not vested, the awards will terminate immediately prior to the completion of the proposed transaction. Amendment and Termination The Administrator or our Board generally may amend or terminate the 2023 Plan at any time and for any reason. However, no amendment, suspension, or termination may impair the rights of any participant without his or her consent. If not terminated earlier, the 2023 Plan will continue in effect until July 25, 2033. Clawback Provisions Awards granted under the 2023 Plan will be subject to any provisions of applicable law providing for the recoupment or clawback of incentive compensation, such as provisions imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the terms of any Quantum recoupment, clawback or similar policy in effect at the time of grant of the award, and any recoupment, clawback or similar provisions that may be included in the applicable award agreement.
Required Vote
| THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO AND RESTATEMENT OF THE 2023 LONG-TERM INCENTIVE PLAN. |
Required Vote
| Equity Grant Practices |
Required Vote
Prior to Fiscal 2026, the Company had not granted stock options for many years. However, in order to incentivize Company growth and performance, the Company granted stock options in Fiscal 2026 to Mr. Meyrath as part of his new hire equity package. The Company has granted additional stock options to Mr. Meyrath, Ms. Nash, and Mr. Craythorne in fiscal year 2027, and anticipates granting stock options to executives and other employees in the future. Granting stock options is intended to directly align the interests of our executives and other employees with those of our shareholders because recipients will not realize any financial benefit from the equity awards unless the stock price increases. Although we do not have a formal policy with respect to the timing of granting equity awards, our typical practice is to provide periodic refresh grants to our named executive officers and certain other executive leadership positions. New hire, promotion, and hoc grants may also be made throughout the year. The decision to issue stock options or other equity awards to any employee is subject to review and approval by the LCC. Any potential equity grants to our CEO also require approval by the Board. Equity awards are typically approved effective the first day of the month, subject to LCC or Board approval (as applicable). We do not take material nonpublic information into account when determining the grant timing or terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purposes of affecting the value of executive compensation.
Required Vote
| Fiscal 2026 Summary Compensation Table |
Required Vote
| Name and Title | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Hugues Meyrath(5) | 2026 | 444,231 | 455,068 | 1,313,500 | - | 2,212,799 | | President and Chief | - | - | - | - | - | - | | Executive Officer | - | - | - | - | - | - | | James J. Lerner Former Chairman of | 2026 | 148,077 | 300,000 | - | 829,079 | 1,277,156 | | the Board, President, & Chief Executive | 2025 | 700,000 | 468,750 | 211,875 | 113,027 | 1,493,653 | | Officer | 2024 | 700,000 | - | 186,000 | 4,261 | 890,261 | | Laura A. Nash | 2026 | 290,000 | 201,500 | - | 38,902 | 530,402 | | Chief Accounting | 2025 | 290,000 | 125,375 | 84,875 | 38,007 | 538,257 | | Officer | 2024 | 275,385 | - | 2,625 | - | 278,010 | | Kenneth P. Gianella Former Chief | 2026 | 16,442 | 200,000 | - | 606,749 | 823,191 | | Financial Officer & Chief Operating | 2025 | 462,981 | 256,250 | 213,457 | 116,040 | 1,048,729 | | Officer | 2024 | 418,654 | - | 185,100 | 3,800 | 607,554 | | Anthony Craythorne(6) | 2026 | 458,262 | - | 195,600 | - | 653,862 | | Chief Revenue Officer | - | - | - | - | - | - | | | - | - | - | - | - | - | | Henk Jan Spanjaard | 2026 | 240,906 | 100,000 | - | 741,004 | 1,081,910 | | Former Chief | 2025 | 641,202 | - | 97,000 | 31,364 | 769,566 | | Revenue Officer | 2024 | 528,064 | - | 3,938 | 45,313 | 577,315 | | 1The salary amounts reported represent the U.S. dollar values (as of March 31 of the respective calendar year, where converted from a non- U.S. dollar currency) of the cash base salaries earned in Fiscal 2026. The salaries shown for Mr. Craythorne and Mr. Spanjaard also include commissions earned under applicable sales commission plans. Mr. Craythorne’s Fiscal 2026 commission paid was $223,262. Mr. Spanjaard’s commission payments were $121,142 in Fiscal 2026, $281,997 in Fiscal 2025, and $237,131 in Fiscal 2024. | | | | | | | | 2Fiscal 2026 bonus amounts include Quantum Incentive Plan (QIP) payouts earned in Fiscal 2026 but not paid until fiscal year 2027, in the following amounts: $455,068 for Mr. Meyrath and $101,500 for Ms. Nash. In addition, Fiscal 2026 payments shown include contractually owed retention bonus payments of $300,000 to Mr. Lerner, $100,000 to Ms. Nash, $200,000 to Mr. Gianella, and $100,000 to Mr. Spanjaard. The retention bonuses were paid in two equal installments in April 2025 and July 2025, predicated on remaining an active, full-time employee through July 1, 2025, and subject to clawback for voluntary resignation or termination for misconduct prior to that date. The Fiscal 2026 retention bonuses were paid to Mr. Lerner and Mr. Gianella based on contractual obligations related to their terminations. No bonuses were paid under the QIP in Fiscal 2025. | | | | | | | | 3See the Company’s Annual Report on Form 10-K for Fiscal 2026 regarding assumptions underlying valuing equity awards and valuation applied. Amounts reported exclude the effects of estimated forfeitures. | | | | | | | | 4All Other Compensation includes contractual severance payment requirements, reimbursement for tax planning services, imputed income attributed to certain voluntary benefit plan elections, car allowances for eligible employees, and employer contributions to health savings accounts. In Fiscal 2026, the Company made severance payments related to termination of $700,000 to Mr. Lerner, $475,000 to Mr. Gianella, and $578,500 to Mr. Spanjaard. Also in Fiscal 2026, the Company made tax gross up payments in connection with the retention bonuses contractually owed to certain individuals in the following amounts: $127,643 to Mr. Lerner, $37,384 to Ms. Nash, $131,045 to Mr. Gianella, and $88,030 to Mr. Spanjaard. | | | | | | | | 5Mr. Meyrath commenced employment effective June 2, 2025. | | | | | | | | 6Mr. Craythorne commenced employment effective July 2, 2025. | | | | | | |
Compensation Elements
| Outstanding Equity Awards at Fiscal 2026 Year End |
Compensation Elements
| Potential Payments Upon Termination or Change in Control for Fiscal 2026 |
Compensation Elements
| Pay vs. Performance |
Description of Relationship Between Pay and Performance
| • | The compensation actually paid to our named executive officers versus our total shareholder return. |
Description of Relationship Between Pay and Performance
| • | The compensation actually paid to our named executive officers versus our net income. |
Description of Relationship Between Pay and Performance
| • | The compensation actually paid to our named executive officers versus our common stock price. |
Preapproval Policies and Procedures
| • | Director compensation. |
Equity Award Grants to Directors and Executive Officers
Equity Award Grants to Directors and Executive Officers We have granted RSUs, PSUs, and options to purchase common stock as described under Corporate Governance, Executive Compensation Summary, and Fiscal 2026 Compensation Tables.
Equity Award Grants to Directors and Executive Officers
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