DEF 14A of Quantum Corp /De/, Jul 2, 2024

DEF 14A of Quantum Corp /De/

Filed Jul 2, 20240001539497-24-001359

Open on EDGAR

  1. Director Biographies

    Director Biographies

  2. Director Biographies

    | | | | | | | | | | James J. Lerner President and Chief Executive Officer Chairman of the Board | Marc E. Rothman Chair, Audit Committee INDEPENDENT | Yue Zhou (Emily) White Board Member INDEPENDENT | Christopher D. Neumeyer Chair, Corporate Governance and Nominating Committee INDEPENDENT | Donald J. Jaworski Chair, Leadership and Compensation Committee INDEPENDENT | Hugues Meyrath Chair, Technology Advisory Committee INDEPENDENT | Todd W. Arden Board Member INDEPENDENT | John T. Tracy Board Member INDEPENDENT |

  3. Director Biographies

    The key roles for our Board include, but are not limited to:

  4. Director Biographies

    | • | Selecting and evaluating the Company’s Chief Executive Officer (CEO). |

  5. Director Biographies

    | • | Reviewing and approving the CEO’s objectives and compensation. |

  6. Director Biographies

    | • | Overseeing CEO succession planning. |

  7. Director Biographies

    | • | Advising the CEO and management on the Company’s fundamental strategies and approving the annual operating plan. |

  8. Director Biographies

    | • | Approving acquisitions, divestitures, important organizational changes, and other significant corporate actions. |

  9. Director Biographies

    Mr. Lerner currently presides as the Chairman of the Board and Mr. Rothman serves as Lead Independent Director. For the April 1 – September 12, 2023 portion of the fiscal year ended March 31, 2024 (Fiscal 2024), Ms. Rebecca J. Jacoby served on the Board as the Chair of our Leadership and Compensation Committee. Ms. Jacoby did not stand for re-election at our 2023 shareholder meeting. Each of our directors, excluding Marc E. Rothman, have been nominated for election at the Annual Meeting. Mr. Rothman does not have any disagreements with the Board or Quantum management team on any matter relating to the Company’s operations, policies, or practices. The Board expects to appoint a new Lead Independent Director and Audit Committee Chair following the Annual Meeting. There are no familial relationships between any directors or executive officers of the Company.

  10. Director Biographies

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  11. Director Biographies

    Mr. Lerner has served as our President and Chief Executive Officer since July 2018. He was appointed to the Board at that time and named Chairman in August 2018. Some of Quantum’s key accomplishments during Mr. Lerner’s tenure include:

  12. Director Biographies

    | ● | Furthering its transition from one-time hardware sales to a recurring software revenue model; |

  13. Director Biographies

    | ● | Launching more than 20 new products, including Quantum Myriad(TM), an all-flash file and object storage platform, and acquiring additional software and hardware features, products, and business that introduced incremental performance capabilities; and |

  14. Director Biographies

    | ● | Driving the Company’s opportunities and position in the AI market. |

  15. Director Biographies

    Mr. Lerner previously served in senior leadership positions at Pivot3 Inc., a smart infrastructure solutions company. He held the roles of Vice President and Chief Operating Officer from March 2017 to June 2018 and Chief Revenue Officer from November 2016 to March 2017. Prior to Pivot3, from March 2014 to August 2015, he served as President of Cloud Systems and Solutions at Seagate Technology Public Limited Company, a publicly-traded data storage company. Before working at Seagate, Mr. Lerner served in various executive roles at Cisco Systems, Inc., a publicly-traded networking hardware and software manufacturing company, including as Senior Vice President and General Manager of the Cloud & Systems Management Technology Group. Prior to beginning his career as a technology company executive, he was a Senior Consultant at Andersen Consulting, a financial advisory and consulting firm. From 2011 to 2022, Mr. Lerner served on the Board of Trustees (including serving as Chair) of Astia, a global not-for-profit organization built on a community of men and women dedicated to the success of women-led, high-growth ventures. Mr. Lerner earned a Bachelor of Arts in Quantitative Economics and Decision Sciences from the University of California, San Diego. We believe Mr. Lerner’s extensive history in our industry and unstructured data, his deep understanding of our business given his role as our Chief Executive Officer, and executive-level experience at several publicly-traded companies qualifies him to serve on our Board. Mr. Lerner does not sit on any Board committees.

  16. Director Biographies

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  17. Director Biographies

    | | | James J. Lerner | | President and Chief Executive Officer | | Age: 54 | | DIRECTOR | | NOMINEE | | | | Chair | | Board of Directors |

  18. Director Biographies

    Ms. White was elected to our Board in September 2021. She has served as Vice President of Enterprise Data and Analytics at NIKE, Inc., a public company that manufactures and sells athletic apparel, since 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:

  19. Director Biographies

    | ● | Bachelor of Science degree in Accounting and Finance from Shengyang Polytechnic University; |

  20. Director Biographies

    | ● | Master of Business Administration degree from Huron University; |

  21. Director Biographies

    | ● | Master of Applied Mathematics degree in Computer Science at the University of Central Oklahoma; and |

  22. Director Biographies

    | ● | Certificate in Health Economics & Outcomes Research from the University of Washington. |

  23. Director Biographies

    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.

  24. Director Biographies

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  25. Director Biographies

    | | | Yue Zhou (Emily) White | | Age: 52 | | INDEPENDENT | | DIRECTOR | | NOMINEE | | | | Member | | Corporate Governance and Nominating Committee |

  26. Director Biographies

    Mr. Neumeyer was elected to our Board in August 2022 and previously served as a non-voting Board observer since 2016. He is an executive vice president and portfolio manager at Pacific Investment Management Company, LLC (PIMCO), a global investment management firm that provides investment solutions to companies, educational institutions, foundations, and endowments across the world. Since joining PIMCO in January 2010, Mr. Neumeyer has held multiple roles and is currently responsible for identifying, originating, and structuring corporate investments across the capital structure in a variety of industries for various PIMCO-managed investment funds. Mr. Neumeyer’s previous experience includes:

  27. Director Biographies

    | ● | Various positions at The Blackstone Group, a leading global investment business from April 2004 to May 2009. |

  28. Director Biographies

    | ● | Work in the investment banking division of Credit Suisse First Boston, a global investment bank, from July 2002 to April 2004. |

  29. Director Biographies

    Mr. Neumeyer earned a Bachelor of Science degree in business from Indiana University and is a CFA® charterholder. We believe Mr. Neumeyer is qualified to serve on the Board due to his financial expertise. In addition, we have found that his ability to convey shareholder interests to boards and management teams brings valuable shareholder perspectives to our Board oversight and decision-making processes.

  30. Director Biographies

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  31. Director Biographies

    | | | Christopher D. Neumeyer | | Age: 43 | | INDEPENDENT | | DIRECTOR | | NOMINEE | | | | Chair | | Corporate Governance and Nominating Committee | | | | Member | | Leadership and Compensation Committee |

  32. Director Biographies

    Mr. Jaworski was appointed to our Board in November 2022. Mr. Jaworski is President and Chief Operating Officer of Lacuna Technologies, Inc., a leader in software that helps municipalities to operationalize digital infrastructure and manage transportation, since March 2021. Mr. Jaworski leads execution and is focused on delivering value to Lacuna’s customers. 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:

  33. Director Biographies

    | ● | 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. |

  34. Director Biographies

    | ● | Senior Vice President Product at Brocade Communications Systems, Inc. |

  35. Director Biographies

    | ● | General Manager of the Enterprise Security business unit at Nokia Corporation. |

  36. Director Biographies

    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.

  37. Director Biographies

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  38. Director Biographies

    | | | Donald J. Jaworski | | Age: 65 | | INDEPENDENT | | DIRECTOR | | NOMINEE | | | | Chair | | Leadership and Compensation Committee | | | | Member | | Audit Committee | | Technology Advisory Committee |

  39. Director Biographies

    Mr. Meyrath was appointed to our Board in November 2022. Mr. Meyrath has developed an extensive background in various leadership roles at global technology companies, most notably in the networking and data storage segments. Most recently, 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:

  40. Director Biographies

    | ● | Juniper Networks, Inc. |

  41. Director Biographies

    | ● | Brocade Communications Systems, Inc. |

  42. Director Biographies

    | ● | Strategic Business Systems, Inc. |

  43. Director Biographies

    He was 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.

  44. Director Biographies

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  45. Director Biographies

    | | | Hugues Meyrath | | Age: 54 | | INDEPENDENT | | DIRECTOR | | NOMINEE | | | | Chair | | Technology Advisory Committee | | | | Member | | Audit Committee |

  46. Director Biographies

    Todd W. Arden was appointed to our Board in June 2024. Mr. Arden brings a long-term foundation in capital management and private equity business development. Most recently, he held the Senior Managing Director and Co-Chief Credit Officer position at Black Diamond Capital Management LLC, an alternative asset management firm, from January 2016 until March 2020. From October 2012 to November 2014, Mr. Arden served as Chief Investment Officer – Octagon Credit Opportunities at CCMP Capital Advisors, LP, an American private equity investment firm. He was previously a Managing Director at TPG Angelo Gordon (formerly Angelo Gordon & Co. LP), a global alternative investment manager from March 2000 to June 2012. Prior to that, he held roles as:

  47. Director Biographies

    | ● | Senior Research Analyst at AIG Global Investment Corporation. |

  48. Director Biographies

    | ● | Senior Equity Analyst at Troubh Partners LP. |

  49. Director Biographies

    | ● | Manager in the Financial Consulting Services practice at Arthur Anderson & Co., New York. |

  50. Director Biographies

    Mr. Arden received a Bachelor of Arts degree in Economics from Northwestern University and a Masters in Business Administration from Columbia University’s Graduate School of Business. He is a Chartered Financial Analyst. We believe Mr. Arden’s expertise in capital structures and debt management brings important experience to our Board. Mr. Arden does not sit on any Board committees.

  51. Director Biographies

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  52. Director Biographies

    | | | Todd W. Arden | | Age: 57 | | INDEPENDENT | | DIRECTOR | | NOMINEE |

  53. Director Biographies

    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, an accounting and transaction advisory firm. From July 2015 to October 2016, Mr. Tracy held the position of Senior Vice President of Finance for TiVo Inc. (formerly Rovi), a streaming entertainment content delivery service. Prior to that, he was Vice President of 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 publicly-traded 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. Mr. Tracy 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 public company chief financial officer, makes him a valuable member of our Board.

  54. Director Biographies

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  55. Director Biographies

    | | | John R. Tracy | | Age: 59 | | INDEPENDENT | | DIRECTOR | | NOMINEE | | | | Member | | Audit Committee |

  56. Director Biographies

    Marc E. Rothman has served as a member of our Board since May 2017. He has been Senior Vice President and Chief Financial Officer at BMC Software, Inc. (BMC), a company that develops, delivers, and services IT operations management software, since October 2020. Before joining BMC, Mr. Rothman served as Executive Vice President and Chief Financial Officer of Verifone Systems, Inc., a multinational company providing technology for electronic payment transactions from 2013 to July 2020. Prior to Verifone, Mr. Rothman served in various capacities, including as Senior Vice President and Chief Financial Officer at Motorola Mobility, Inc., a consumer electronics and telecommunications company, from 2000 to 2012. From 1995 to 2000, Mr. Rothman served in multiple leadership finance roles at General Instrument Corporation, which developed integrated and interactive broadband access solutions, including as Vice President and Corporate Controller. From 1987 through 1995, he was with Deloitte & Touche LLP, a professional services company. Mr. Rothman graduated with a bachelor’s degree in Business from Stockton University (formerly Richard Stockton College) with Distinction and is a Certified Public Accountant in California (inactive). We believe that Mr. Rothman possesses specific attributes that qualify him to serve as a member of the Board, including his executive leadership experience and deep financial expertise in:

  57. Director Biographies

    | ● | Corporate finance, accounting, and treasury; |

  58. Director Biographies

    | ● | Restructuring, mergers, and acquisitions; and |

  59. Director Biographies

    | ● | Capital markets. |

  60. Director Biographies

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  61. Director Biographies

    | | | Marc E. Rothman | | Age: 59 | | INDEPENDENT | | | | Lead Independent Director | | | | Chair | | Audit Committee | | | | Member | | Corporate Governance and Nominating Committee | | Leadership and Compensation Committee |

  62. Director Biographies

    Board Diversity Matrix as of July 2, 2024 Total Number of Directors 8 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 7 - - Part II: Demographic Background African American or Black - - - - Alaskan Native or Native American - - - - Asian 1 - - - Hispanic or Latin - - - - Native Hawaiian or Pacific Islander - - - - White - 7 - - Two or More Races or Ethnicities - - - - LGBTQ+ - Did Not Disclose Demographic Background -

  63. Director Biographies

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  64. 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:

  65. Identifying and Evaluating Director Nominees

    | • | Regularly reviewing the Board’s size, composition, and collective performance, in addition to individual member performance and qualifications. |

  66. 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. |

  67. Identifying and Evaluating Director Nominees

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  68. 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. |

  69. Identifying and Evaluating Director Nominees

    | • | Evaluating each candidate according to the General and Specific Considerations previously outlined. |

  70. Identifying and Evaluating Director Nominees

    | • | Recommending a slate of director nominees to be approved by the Board. |

  71. Identifying and Evaluating Director Nominees

    | • | Endeavoring to promptly notify director candidates of its decision regarding whether to nominate a candidate for Board election. |

  72. 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:

  73. Identifying and Evaluating Director Nominees

    | | | | | | | Knowledge | Culture | Race | Gender | Age |

  74. 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 each nominee candidate pool.

  75. Non-Employee Director Compensation

    Non-Employee Director Compensation The Board and Leadership and Compensation Committee (Committee) determine the amount and form of non-employee director compensation. Management provides information and recommendations regarding competitive market practices, target compensation levels, and compensation program design. The Committee also retains an independent compensation consultant to provide analysis and advice regarding:

  76. Non-Employee Director Compensation

    | • | Specific compensation recommendations. |

  77. Non-Employee Director Compensation

    | • | The market competitiveness of our compensation program, including current compensation trends and developments. |

  78. Non-Employee Director Compensation

    | • | Benchmarking against peer group and technology industry practices. |

  79. Non-Employee Director Compensation

    While the Committee carefully considers the information and recommendations it receives, the Board maintains ultimate authority for decisions relating to non-employee director compensation. Mr. Lerner is the only Quantum employee on the Board and receives no additional compensation for his Board service. The Committee generally conducts a comprehensive periodic review of the Company’s compensation program, most recently in Fiscal 2023. Quantum engaged Compensia as its independent compensation consultant to complete an independent review, which compared the Company’s compensation program, design, and practices to those of our peer group. Our current non-employee director compensation program elements are listed in the chart to the right. In Fiscal 2024, given the Company’s listing price and potential dilution impacts, the Board voted to delay its refresh equity grant. As a result, no Board members other than Mr. Lerner received equity grants in Fiscal 2024. Board members did not receive any incremental cash compensation to offset the delayed equity grant. Compensation Element Annual Value Frequency Director Retainer $50,000 25% per quarter Lead Independent Director Retainer $25,000 25% per quarter Committee Chair Fees • Audit Committee • Leadership & Compensation Committee • Corporate Governance & Nominating Committee • Technology Advisory Committee • $25,000 • $17,500 • $15,000 • $15,000 25% per quarter Committee Member Fees • Audit Committee • Leadership & Compensation Committee • Corporate Governance & Nominating Committee • Technology Advisory Committee • $12,500 • $10,000 • $7,500 • $7,500 25% per quarter Non-Employee Board Chair Retainer $40,000 25% per quarter New Director Equity Grant $125,000 Pro-rated with 100% vesting at next annual meeting Director Refresh Equity Grant $125,000 100% vesting at earlier of next annual meeting or one year

  80. Non-Employee Director Compensation

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  81. Non-Employee Director Compensation

    We have executed change of control agreements with each of our non-employee directors other than Mr. Arden. The agreements provide for automatic accelerated vesting of equity-based awards if the director’s service with the Company ends within 12 months following a change of control (other than for termination due to death or disability). We allow our non-employee directors to defer some or all of their cash fees, which defers federal and state income taxes. Plan participants direct the deemed investment of their deferred accounts among a preselected group of investment funds which excludes Quantum’s common stock. The deemed investment accounts mirror the investment options available under Quantum’s 401(k) Savings Plan. Plan participants’ deferred accounts are credited with interest based on their selected deemed investments. During Fiscal 2024, no non-employee directors elected to participate in the deferred compensation plan.

  82. Election of Directors

    Election of Directors Quantum has nominated seven directors to be elected to the Board at the Annual Meeting, to serve until the 2025 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:

  83. Election of Directors

    | | | | | James J. Lerner | Yue Zhou (Emily) White | Christopher D. Neumeyer |

  84. Election of Directors

    | | | | | | Donald J. Jaworski | Hugues Meyrath | Todd W. Arden | John R. Tracy |

  85. 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. |

  86. Grant Values

    | • | The number, type, and current retentive value of the outstanding equity awards held individually by each of the executive officers; |

  87. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified deferred compensation plan which enables select employees, including our executive officers, to defer a portion of their base salary and annual bonus payouts, and associated federal and state income taxes. Plan participants direct the deemed investment of their deferred accounts among a preselected group of investment funds which excludes shares of Quantum common stock.

  88. Non-Qualified Deferred Compensation Plan

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  89. Non-Qualified Deferred Compensation Plan

    The deemed investment accounts mirror the investment options available under Quantum’s 401(k) Savings Plan, including the ability to make daily changes to elected investments. Plan participants’ deferred accounts are credited with interest based on their selected deemed investments. We do not make employer or matching contributions to the non-qualified deferred compensation accounts. None of our executive officers participated in the plan in Fiscal 2024.

  90. Non-Qualified Deferred Compensation Plan

    | | | | 401(k) Plan • Tax-qualified • Discretionary Company match contribution • Employee-directed investments • No Quantum common stock included | Deferred Compensation Plan • Non-qualified • No Company contribution • Employee-directed investments • No Quantum common stock included |

  91. Non-Qualified Deferred Compensation Plan

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  92. CEO Pay Ratio and Security Ownership of Certain Beneficial Owners and Management

    CEO Pay Ratio and Security Ownership of Certain Beneficial Owners and Management

  93. CEO Pay Ratio

    CEO Pay Ratio To calculate our Fiscal 2024 CEO pay ratio, we identified our median employee in Fiscal 2024 by:

  94. CEO Pay Ratio

    | • | Identifying all active Quantum employees on March 31, 2024. |

  95. CEO Pay Ratio

    | • | Sorting all identified employees, excluding our CEO, by their total target cash compensation valued in United States dollars, which identified two median employees. |

  96. CEO Pay Ratio

    | • | Selecting the median employee used for the pay ratio calculation based on the older hire date. |

  97. CEO Pay Ratio

    | • | Comparing that employee’s total target cash compensation to Mr. Lerner’s total compensation earned in Fiscal 2024. |

  98. CEO Pay Ratio

    As of the Record Date, we employed 718 people globally, with 51% based in North America, 24% in Europe, the Middle East and Africa, and 25% in Asia Pacific. Mr. Lerner’s total Fiscal 2024 as calculated in the Summary Compensation table was $890,261, while the total target cash compensation for the median employee on March 31, 2024 was $122,229. The ratio of these amounts is 7.3 to 1. This ratio is a reasonable estimate calculated in a manner consistent with the U.S. Securities Exchange Act of 1934, Regulation S-K, Item 402(u). SEC rules for identifying the median employee allow companies to apply various methodologies and assumptions, so the pay ratio we report may not be comparable to those reported by other companies.

  99. Pay Versus Performance

    Pay Versus Performance As discussed in our Compensation Disclosure and Analysis, our executive compensation program is designed to reflect a strong focus on pay-for-performance to align our executives’ interests with those of our shareholders. As required by Item 402(v) of Regulation S-K, we are providing information about the relationship between executive “compensation actually paid” (CAP) computed in accordance with Item 402(v) of Regulation S-K and certain financial performance metrics of the Company. The Committee considered the following pay versus performance disclosure in making its pay decisions for Fiscal 2024.

  100. Tabular List of Performance Measures

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | | | Company TSR(4) ($) | Peer Group TSR(5) ($) | Net Income ($) (in thousands) | Stock Price(6) ($) | | 2024 | 890,261 | 605,312 | 527,429 | 355,588 | 18 | 264 | (41,286) | .60 | | 2023 | 1,635,508 | 613,584 | 698,916 | 469,781 | 37 | 252 | (18,368) | 1.15 | | 2022 | 2,526,902 | (2,063,248) | 1,437,464 | 467,884 | 73 | 269 | 38,355 | 2.27 | | 2021 | 2,989,619 | 9,101,583 | 919,011 | 2,232,959 | 255 | 191 | (35,459) | 8.33 | | (1) | Mr. Lerner served as our Chief Executive Officer and our principal executive officer (PEO) through the entire reporting period. The named executive officers included in the non-PEO named executive officer (NEO) average for each year are as follows: • Fiscal 2024: Kenneth P. Gianella, Brian E. Cabrera, Laura A. Nash, Henk Jan Spanjaard, and John Hurley • Fiscal year 2023: Kenneth P. Gianella, Brian E. Cabrera, John Hurley, Lewis W. Moorehead, and J. Michael Dodson • Fiscal year 2022: J. Michael Dodson, Brian E. Cabrera, John Hurley, and Lewis W. Moorehead • Fiscal year 2021: J. Michael Dodson, Regan J. MacPherson, Elizabeth P. King, and Lewis W. Moorehead | | | | | | | | | (2) | See Table A for the explanation of adjustments to the Summary Compensation Table totals to derive CAP for Mr. Lerner as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lerner during the applicable year. | | | | | | | | | (3) | See Table B for the explanation of adjustments to the Summary Compensation Table totals to derive the average CAP for our non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. | | | | | | | | | (4) | Represents the Company’s common stock cumulative total shareholder return (TSR) on a fixed investment of $100 over the fiscal year starting from the market close on the last trading day of fiscal year 2020 (March 31, 2020) through the end of each applicable fiscal year in the table. | | | | | | | | | (5) | Represents the cumulative TSR of the S&P 500 Technology Hardware & Peripherals Index on a fixed investment of $100 over the fiscal year starting from the market close on the last trading day of fiscal year 2020 through the end of each applicable fiscal year in the table. | | | | | | | | | (6) | In Fiscal 2024 the Committee determined that the Company’s common stock price continues to be viewed as a key metric of our business performance and aligned with long term shareholder value creation. Values listed reflect the Company’s common stock price at market close on March 31 of each fiscal year, or the last day immediately before March 31 that was an open trading day. | | | | | | | |

  101. Description of Relationship Between Pay and Performance

    | ● | The compensation actually paid to our named executive officers versus our total shareholder return. |

  102. Description of Relationship Between Pay and Performance

    | ● | The compensation actually paid to our named executive officers versus our net income. |

  103. Description of Relationship Between Pay and Performance

    | ● | The compensation actually paid to our named executive officers versus our common stock price. |

  104. Related Party Transactions

    | | | | | | Executive Officer Employment Agreements | Director Compensation | Transactions Generally Available to All Employees | All Holders of Common Stock Receiving the Same Benefits on a Pro-Rata Basis |

  105. Equity Award Grants to Directors and Executive Officers

    Equity Award Grants to Directors and Executive Officers We have granted RSUs and PSUs as described under Corporate Governance, Compensation Discussion and Analysis, and Fiscal 2024 Compensation Tables.