Comtech Telecommunications Corp.
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SEC Document
SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-12

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COMTECH TELECOMMUNICATIONS CORP.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1)
Title of each class of securities to which transaction applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5)
Total fee paid:
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[ ]Fee paid previously with preliminary materials:
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2022 Proxy Statement




[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)
Amount Previously Paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4)
Date Filed:
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2022 Proxy Statement



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Notice of Fiscal 2022 Annual Meeting of Stockholders and
Proxy
Statement


Comtech Telecommunications Corp.
Online Only
December 15, 2022 at 10 a.m. Eastern Time
at www.virtualshareholdermeeting.com/CMTL2022

To attend the Annual Meeting, you will need a Control Number.
See Part 1 – “Proxy Summary / About the Proxy Statement” for details on admission procedures to attend the Annual Meeting of Stockholders.



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2022 Proxy Statement



NOTICE OF FISCAL 2022 ANNUAL MEETING OF STOCKHOLDERS

November 18, 2022

Dear Fellow Stockholder:
On behalf of the Board of Directors (the "Board of Directors" or the “Board”) and management, we cordially invite you to attend the Fiscal 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting” or the “Annual Meeting”) of Comtech Telecommunications Corp. (“Comtech” or the “Company”), scheduled to be held on December 15, 2022 at 10 a.m. Eastern Time in a virtual meeting format only, via a live webcast. The Notice of Fiscal 2022 Annual Meeting of Stockholders, Proxy Statement and proxy card are enclosed.
Your Board recommends that you promptly vote “FOR” the election of each of the director nominees under Proposal 1 and “FOR” each of Proposals 2, 3, 4 and 5 on the enclosed proxy card. It is important that your shares are voted at the Annual Meeting. Whether or not you are able to attend the virtual Annual Meeting, the prompt execution and return of the enclosed proxy card in the envelope provided or submission of your proxy and voting instructions over the Internet or by telephone will assure that your shares are represented at the Annual Meeting. Instructions for voting via the Internet or by telephone are set forth on the enclosed proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Fiscal 2022 Annual Meeting of Stockholders to be Held on December 15, 2022.
Our Proxy Statement and Fiscal 2022 Annual Report are available at:
www.proxyvote.com and www.comtech.com.
Sincerely,
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Ken Peterman
Chairman and Chief Executive Officer
Your vote is very important. If you have any questions about how to vote your Comtech shares, require any assistance voting your shares, or need additional copies of the proxy materials, please contact Comtech’s proxy solicitor:
Innisfree M&A Incorporated
Stockholders in the U.S. and Canada May Call Toll-Free: (877) 456-3510
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833

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2022 Proxy Statement



NOTICE OF FISCAL 2022 ANNUAL MEETING OF STOCKHOLDERS


Date
December 15, 2022
Time
10:00 a.m. Eastern Time
Virtual Meeting
This year's Annual Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CMTL2022, where you will be able to listen to the meeting live, submit questions, and vote.
Record Date
In order to vote, you must have been a stockholder at the close of business on November 17, 2022. Such stockholders are urged to submit the enclosed proxy card, voting “FOR” all the director nominees under Proposal 1 and “FOR” Proposals 2, 3, 4 and 5, even if your shares were sold after such date, or otherwise submit your proxy over the Internet or by telephone.
Proxy Voting
It is important that your shares be represented at the Annual Meeting regardless of the number of shares you hold in order that we have a quorum. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard. We urge you to vote TODAY by following the instructions on the enclosed proxy card to vote by the Internet or telephone or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. More information on voting your proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement.
YOUR VOTE IS VERY IMPORTANT
If you have any questions or require any assistance with voting your shares,
please contact Comtech’s proxy solicitor:

Innisfree M&A Incorporated
Stockholders in the U.S. and Canada May Call Toll-Free: (877) 456-3510
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833

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2022 Proxy Statement



NOTICE OF FISCAL 2022 ANNUAL MEETING OF STOCKHOLDERS

Items of
Business
1.    To elect three directors to serve until the fiscal 2023 annual meeting of stockholders and until their successors are duly elected and qualified.
2.    To approve (on an advisory basis) the compensation of our Named Executive Officers.
3.    To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending July 31, 2023.
4.    To approve the Amended and Restated 2000 Stock Incentive Plan (the “2000 Plan”) to increase the number of shares of our Common Stock available under the 2000 Plan.
5.    To approve the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares issuable under the ESPP.
We will also transact any other business as may properly come before the Annual Meeting.
The Board unanimously recommends that stockholders vote "FOR" the election of all director nominees under Proposal 1 and “FOR” approval of Proposal Nos. 2, 3, 4 and 5, to be presented at the 2022 Annual Meeting using the enclosed proxy card.
Meeting DetailsSee Part 1 – “About the Proxy Statement - How Will the Annual Meeting be conducted?” for details.
By Order of the Board of Directors,

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Nancy M. Stallone
Treasurer and Corporate Secretary
November 18, 2022


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2022 Proxy Statement



TABLE OF CONTENTS

1Proxy Summary
2
About the Proxy Statement
3Stockholders, Directors and Executive Officers


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2022 Proxy Statement



TABLE OF CONTENTS
4
Board of Directors and Corporate Governance


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2022 Proxy Statement



TABLE OF CONTENTS
5
Compensation Discussion and Analysis


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2022 Proxy Statement



TABLE OF CONTENTS
6
Fiscal 2022 Compensation Tables
7
Audit Committee and Other Matters
8
Proposals



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2022 Proxy Statement



Proxy Summary
Proxy Summary
This summary highlights information contained within this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.
Annual Stockholders’ MeetingMeeting Agenda
Date
December 15, 2022
Election of three directors

Approval (on an advisory vote) on the compensation of the Named Executive Officers as disclosed in this Proxy Statement

Ratification of appointment of our independent registered public accounting firm

Approval of the Amended and Restated 2000 Stock Incentive Plan to increase the number of shares of our Common Stock available under the 2000 Plan

Approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan to increase the number of shares issuable thereunder
Time
10 a.m. Eastern Time
Place
www.virtualshareholdermeeting.com/CMTL2022
Record Date
Stockholders holding the Company’s Common Stock or Preferred Stock as of the close of business on November 17, 2022 are entitled to vote.
When are the proxy materials first being sent or given to stockholders?
The Notice of the Annual Meeting, Proxy Statement and proxy card are being mailed starting on or about November 18, 2022.
Voting Matters and Vote Recommendation
Item
Board
recommendation
Reasons for recommendation
More
info
 1.Election of three directors to serve until the fiscal 2023 annual meeting of stockholders and until their successors are duly elected and qualifiedFOR all director nomineesThe Board and Nominating and Governance committee believe that each of the Company's three (3) director nominees possesses the skills, experience, and diversity of background to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy and are best positioned to serve the interests of all of the Company's stockholders.
Page 93
 2.Approval (on an advisory basis) of the compensation of the Named Executive OfficersFOROur executive compensation programs demonstrate the continuing evolution of our pay for performance philosophy and reflect the input of stockholders from our extensive outreach efforts.
Page 94
3.Ratification of appointment of independent registered public accounting firm for the 2023 fiscal yearFORThe Audit Committee of the Board of Directors believes that the appointment of Deloitte & Touche LLP is in the best interests of the Company and its stockholders.
Page 95
4.Approval of the Amended and Restated 2000 Stock Incentive Plan to increase the number of shares of our Common Stock available under the 2000 PlanFORThe approval of an increase in the number of shares available for awards under the 2000 Plan will allow us to grant equity-based awards to eligible participants to attract, motivate and retain such participants.
Page 97
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2022 Proxy Statement 1



5.Approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan to increase the number of shares issuable thereunderFORThe approval of the Third Amended and Restated 2001 Employee Stock Purchase Plan will encourage employee ownership of Comtech stock, which helps align the interests of our employees with those of our stockholders.
Page 111
Vote in advance of the Meeting    Vote at the Meeting
Internet

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Telephone

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Mail

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Vote Online During the Meeting
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Vote your shares via the Internet by going to the website address for Internet voting indicated on your proxy card and following the steps outlined on the secure website.
Call the toll-free number on your proxy card at any time and follow the recorded instructions.
Sign, date, and return the enclosed proxy card in the postage-paid envelope provided.
Vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/CMTL2022

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2022 Proxy Statement 2



ABOUT THE PROXY STATEMENT

About Us
Comtech Telecommunications Corp. is a leading global provider of next-generation 911 emergency systems and critical wireless communication technologies. We offer advanced secure wireless communications technologies founded on decades of expertise in the satellite communications and cellular markets. In our view, these markets are converging and undergoing a period of long-term growth, reinvestment, and rapid technological change. We manage our business through two reportable operating segments: Satellite and Space Communications and Terrestrial and Wireless Networks. Our Satellite and Space Communications segment designs, builds and supports a variety of sophisticated communications equipment that is designed to meet or exceed the highest standards for performance and quality by businesses and governments worldwide. Our Terrestrial and Wireless Networks segment is a leading provider of the hardware, software, and solutions critical to any modern 911 public safety and mobile network operator ("MNO”) infrastructure, as well as for applications services requiring the specific location of a mobile user's geospatial position. Comtech's mission is to connect communities around the world, including those in underserved areas, and for providing critical services for all, such as 911 emergency communications. We make Connections That Matter®.
Questions and Answers
What is the purpose of the Annual Meeting?
At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:
Proposal No. 1 – Election of three (3) directors to serve until the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and until their successors are duly elected and qualified;
Proposal No. 2 – Approval (on an advisory basis) of the compensation of the Named Executive Officers;
Proposal No. 3 – Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2023 fiscal year;
Proposal No. 4 – Approval of the Amended and Restated 2000 Stock Incentive Plan (the “2000 Plan”) to increase the number of shares of our Common Stock available under the 2000 Plan;
Proposal No. 5 – Approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan to increase the number of shares issuable under the ESPP; and
Transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
What does our Board of Directors recommend?
The Board of Directors unanimously recommends that you vote on your proxy card as follows, whether or not you plan to attend the Annual Meeting:
Proposal No. 1 – FOR the election of all the Company’s director nominees: Ken Peterman, Wendi B. Carpenter, and Mark Quinlan, to serve as members of the Company’s Board of Directors until the Company’s 2023 Annual Meeting;
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2022 Proxy Statement 3



ABOUT THE PROXY STATEMENT

Proposal No. 2 – FOR the proposal to approve (on an advisory basis) the compensation of the Named Executive Officers;
Proposal No. 3 – FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023;
Proposal No. 4 – FOR the approval of the Amended and Restated 2000 Stock Incentive Plan
to increase the number of shares of our Common Stock available under the 2000 Plan; and
Proposal No. 5 – FOR the approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares issuable under the ESPP.
Who may attend the Annual Meeting?
We will be hosting the Annual Meeting live via the Internet rather than in person. Our Board annually considers the appropriate format of our Annual Meeting and concluded that a virtual meeting would best safeguard the health and safety of stockholders, employees and directors this year.
You are entitled to participate in the Annual Meeting only if you were a holder or joint holder of Common Stock or Series A Convertible Preferred Stock (“Preferred Stock”) as of the close of business on the record date, November 17, 2022 (the “Record Date”), or you hold a valid proxy for the Annual Meeting. A stockholder can listen to and participate in the Annual Meeting live via the internet at www.virtualshareholdermeeting.com/CMTL2022.
Who is entitled to vote at the Annual Meeting?
Only stockholders of record at the close of business on November 17, 2022, the Record Date for the Annual Meeting, are entitled to receive notice of and vote at the Annual Meeting. The Company urges all stockholders to vote their shares in advance of the Annual Meeting, whether or not they plan to attend online. You will need the control number included on your proxy card or voting instruction form provided by your bank or broker in order to be able to vote your shares or submit questions. If you encounter any difficulties accessing the Annual Meeting via the Internet during the meeting time, please call the technical support number that will be available at www.virtualshareholdermeeting.com/CMTL2022.
Why are you conducting a virtual-only Annual Meeting?
We are conducting this year’s Annual Meeting entirely online because a virtual meeting is more cost effective for both the Company and stockholders who wish to attend, while supporting the health and well-being of the participants at the Annual Meeting. In addition, the virtual meeting format provides our stockholders with expanded access to the Annual Meeting, providing stockholders who would not otherwise be able to attend the meeting the opportunity to do so. Like our prior in-person and virtual annual meetings, we will provide our stockholders with ample opportunity to ask questions or provide comments.
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2022 Proxy Statement 4



ABOUT THE PROXY STATEMENT

How many shares are outstanding? What constitutes a quorum?
At the close of business on November 17, 2022, the Record Date for the Annual Meeting, 27,775,309 shares of Common Stock were outstanding and eligible to vote at the Annual Meeting and 100,000 shares of Preferred Stock were issued and outstanding and eligible to cast 4,473,141 votes at the Annual Meeting, which number is equal to the number of whole shares of Common Stock into which the holders’ shares of Preferred Stock could be converted on the Record Date, as if the shares of Preferred Stock were convertible on the Record Date. Holders of Preferred Stock are entitled to vote with the holders of our Common Stock as a single class on all of the proposals that will be submitted to stockholders at the Annual Meeting.
Business may not be conducted at the Annual Meeting unless a quorum is present. Under our By-Laws, a majority of the issued and outstanding shares of the capital stock of the Company entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. “Abstentions” and “Withhold” votes are counted as shares present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present and broker non-votes will be counted toward a quorum.     
What are the voting rights of stockholders? How many votes do I have?
Holders of our Common Stock are entitled to one vote per share owned on each matter that is properly brought before the Annual Meeting and on which our common stockholders are entitled to vote. Holders of our Preferred Stock are entitled to vote with the holders of our Common Stock as a single class on all of the proposals that will be submitted to stockholders at the Annual Meeting. For the purpose of voting on the proposals at the Annual Meeting, holders of Preferred Stock are entitled to the number of votes equal to the number of whole shares of Common Stock into which the holder’s shares of Preferred Stock could be converted on the Record Date, as if the shares of Preferred Stock were convertible on the Record Date.
Cumulative voting is not permitted in the election of directors.
Why am I receiving this proxy statement?
We provided you this proxy statement because you were a holder of our Common Stock or Preferred Stock as of the Record Date, and the Board, on behalf of the Company, is soliciting your proxy to vote your stock on all matters scheduled to come before the Annual Meeting. By completing, signing, dating and returning the enclosed proxy card or voting instruction form, or by submitting your proxy and voting instructions via the Internet or by telephone, you are authorizing the proxy holders to vote your shares of our Common Stock or Preferred Stock at the Annual Meeting as you have instructed.
What is a proxy?
A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Ken Peterman, Yelena Simonyuk and Nancy Stallone as the Company’s proxies for the Annual Meeting.
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2022 Proxy Statement 5



ABOUT THE PROXY STATEMENT

What if I have shares registered in my name AND also have shares in a brokerage account? How do I vote my shares?
Shares that you hold in street name are not included in the total number of shares set forth on your proxy card. Your broker, bank or other nominee provides you instructions on how to vote those shares on the enclosed voting instruction form.
How do stockholders vote?
If your shares are held directly in your own name, and you received printed or electronic copies of the proxy materials, you may vote your shares by proxy in advance of the Annual Meeting using the control number included on your proxy card or voting instruction form provided by your bank or broker in order to be able to vote your shares. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by doing one of the following:
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Vote via the Internet: You can vote your shares via the Internet by going to the website address for Internet voting indicated on your proxy card, www.proxyvote.com.
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Vote by Telephone: You can vote your shares by calling the phone number indicated on your proxy card at any time and following the recorded instructions.
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Vote by Mail: You can vote your shares by mail by completing, signing, dating and returning your proxy card in the postage-paid envelope provided.
If you are a beneficial owner, or you hold your shares in “street name,” please follow the instructions provided by your bank, broker or other holder of record with respect to voting your shares.
Stockholders may also vote by ballot while attending the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be available at www.virtualshareholdermeeting.com/CMTL2022. However, we still encourage all stockholders to vote their shares in advance of the Annual Meeting, in case they are unable to attend the Annual Meeting for any reason.
Your vote is very important. If you have any questions about how to vote your Comtech shares, require any assistance voting your shares, or need additional copies of the proxy materials, please contact Comtech’s proxy solicitor:
Innisfree M&A Incorporated
Stockholders in the U.S. and Canada May Call Toll-Free: (877) 456-3510
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833
If a stockholder gives a proxy, how are the shares voted?
The shares represented by any proxy card that is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on the card, whether it is returned by mail, telephone or Internet.
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2022 Proxy Statement 6



ABOUT THE PROXY STATEMENT

If you sign and return your proxy card, but do not give voting instructions, your shares will be voted by the persons named as proxies on your proxy card on each matter in accordance with the recommendation of the Board of Directors or, if no recommendation is made by the Board of Directors, in the discretion of the proxies. You may mark instructions with respect to any or all of the nominees in Proposal 1. The Company’s proxies named on the proxy card are Ken A. Peterman, Chairman, President and Chief Executive Officer (“CEO”) of Comtech, Yelena Simonyuk, Chief Legal Officer (“CLO”) of Comtech, and Nancy Stallone, Treasurer and Corporate Secretary of Comtech.
Under the rules that govern brokers and nominees who have record ownership of shares that are held in “street name” for account holders (who are the beneficial owners of the shares), brokers and nominees generally have discretionary authority to vote such shares on routine matters, but not on other matters. Accordingly, brokers and nominees will not have discretionary authority to vote on the following matters at the 2022 Annual Meeting:
The election of members to our Board of Directors;
The advisory vote on the compensation of the Named Executive Officers;
The approval of the Amended and Restated 2000 Stock Incentive Plan to increase the number of shares of our Common Stock available under the 2000 Plan; and
The approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan to increase the number of shares issuable under the ESPP.
Since the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year (Proposal No. 3) is a matter that is considered “routine,” your broker will have discretionary voting authority with respect to Proposal 3 pursuant to applicable rules governing brokers and nominees.
If a broker or nominee has not received voting instructions from an account holder and does not have discretionary authority to vote shares on a particular item, a “broker non-vote” occurs.
It is possible that matters other than those described in this Proxy Statement may be brought before stockholders at the Annual Meeting. Since we did not have notice of any other matter before the deadlines set forth in our Third Amended and Restated By-Laws (“By-Laws”), the proxies will vote your shares on the matter as recommended by the Board of Directors or, if no recommendation is given, the proxies will vote your shares in their discretion. In any event, the proxies will comply with the rules of the Securities and Exchange Commission (“SEC”) when acting on your behalf on a discretionary basis.
Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this proxy statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Company will be voted with respect thereto at the discretion of the persons named as proxies on the enclosed proxy card.
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2022 Proxy Statement 7



ABOUT THE PROXY STATEMENT

What is a universal proxy? Will it be used in connection with the Annual Meeting?
The SEC recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “universal proxy rules.” Under the SEC’s new universal proxy rules, which became effective September 1, 2022, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice of such intent to the Company in accordance with the requirements set forth in Rule 14a-19. On September 16, 2022, Acacia Research Corporation submitted notice to the Company of its intent to nominate up to four directors for election at the Annual Meeting. The notice was subsequently withdrawn. Therefore, the universal proxy rules do not apply to this solicitation.
How are proxies changed or revoked?
You may change any vote by proxy or revoke a proxy before it is exercised by submitting a duly executed later-dated proxy card by mail, telephone or via the Internet, by participating in the virtual Annual Meeting and voting by ballot, or by filing with the Secretary of Comtech a notice of revocation. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions with respect to such shares. Participation in the Annual Meeting will not by itself constitute revocation of a proxy; you must actually vote your shares at the Annual Meeting to revoke a previously-given proxy.
Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on your proxy card “FOR” all of the director nominees under Proposal 1 and “FOR” Proposals 2, 3, 4 and 5.
What should I do if I receive more than one proxy card or other sets of proxy materials from the Company?
If your shares are held in more than one account, you will receive more than one proxy card, and in that case, you can and are urged to vote all of your shares “FOR” all of the director nominees under Proposal 1 and “FOR” Proposals 2, 3, 4 and 5 by signing, dating and returning all proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote by telephone or via the Internet, please vote “FOR” all of the director nominees under Proposal 1 and “FOR” Proposals 2, 3, 4 and 5 using each proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian or other representative, please print your full name and title on the proxy card.
If you have any questions or need assistance voting, please contact our proxy solicitor, Innisfree M&A Incorporated. Stockholders may call toll-free at (877) 456-3510. Brokers and banks may call collect at (212) 750-5833.
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2022 Proxy Statement 8



ABOUT THE PROXY STATEMENT

What vote is required to approve each item?
Proposal No. 1: Election of three directors to serve until the 2023 Annual Meeting and until their successors are duly elected and qualified. Pursuant to our By-Laws, directors will be elected at the Annual Meeting using a majority of votes cast standard. This means that in order to be elected, the votes cast for each nominee’s election must exceed the votes cast against such nominee’s election. You may vote “For,” “Against,” or “Abstain” with respect to each nominee for election under this proposal. Abstentions and broker non-votes are not considered votes cast on this proposal and will have no effect on the outcome of the vote on this proposal.
Proposal No. 2: Approval (on an Advisory Basis) of the Compensation of the Named Executive Officers. In order to be approved on an advisory basis, this proposal must receive the affirmative vote of a majority of the shares of capital stock of the Company present in person or represented by proxy at the meeting and voting thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions and broker non-votes are not considered votes cast on this proposal and will have no effect on the outcome of the vote on this proposal.
Proposal No. 3: Ratification of Appointment of Independent Registered Accounting Firm. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2023 fiscal year will require the affirmative vote of a majority of the shares of capital stock of the Company present in person or represented by proxy at the meeting and voting thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions and broker non-votes are not considered votes cast on this proposal and will have no effect on the outcome of the vote on this proposal. Since this proposal is a matter that is considered "routine," your broker will have discretionary voting authority with respect to Proposal 3 pursuant to applicable rules governing brokers and nominees.
Proposal No. 4: Approval of the Amended and Restated 2000 Stock Incentive Plan to increase the number of shares of our Common Stock available under the 2000 Plan. The approval of the Amended and Restated 2000 Stock Incentive Plan to increase the number of shares of our Common Stock available under the 2000 Plan will require the affirmative vote of a majority of the shares of capital stock of the Company present in person or represented by proxy at the meeting and voting thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions and broker non-votes are not considered votes cast on this proposal and will have no effect on the outcome of the vote on this proposal.
Proposal No. 5: Approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan to increase the number of shares issuable under the ESPP. The approval of the Third Amended and Restated Comtech Telecommunications Corp. 2001 Employee Stock Purchase Plan to increase the number of shares issuable under the ESPP will require the affirmative vote of a majority of the shares of capital stock of the Company present in person or represented by proxy at the meeting and voting thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions and broker non-votes are not considered votes cast on this proposal and will have no effect on the outcome of the vote on this proposal.
Other Matters. Approval of any other matter that comes before the Annual Meeting generally will generally require the affirmative vote of a majority of the shares of capital stock of the Company present in person or represented by proxy at the meeting and voting thereon, although a different number of affirmative votes may be required, depending on the nature of such matter.
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2022 Proxy Statement 9



ABOUT THE PROXY STATEMENT

How will I be able to participate at the Virtual Annual Meeting?

The virtual Annual Meeting is accessible on any Internet-connected device and stockholders will be able to submit questions and comments and to vote online during the meeting. We believe these benefits of a virtual meeting are in the best interests of our stockholders. In the event of a technical malfunction or other problem that disrupts the Annual Meeting, the Company may adjourn, recess, or expedite the Annual Meeting, or take such other action that the Company deems appropriate considering the circumstances. If you encounter any difficulties accessing the virtual meeting or during the meeting, a toll-free telephone number will be provided to address any questions.

Only holders of our Common Stock and Preferred Stock at the close of business on the record date will be permitted to ask questions during the Annual Meeting. If you wish to submit a question, on the day of the Annual Meeting, you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/CMTL2022, and type your question for consideration into the field provided in the web portal. Stockholders may begin submitting written questions at 9:45 Eastern Time on December 15, 2022. To allow us to answer questions from as many stockholders as possible, we may limit each stockholder to two (2) questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together.

Where can I find the voting results of the Annual Meeting?
We intend to announce preliminary voting results based on the advice of our proxy tabulatory at the Annual Meeting. We will report voting results based on the Inspector of Election’s final, certified report on a Current Report on Form 8-K that we will file with the SEC as soon as practicable.
If I can’t attend the Annual Meeting, can I vote later?
You do not need to attend the online Annual Meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not stockholders plan to attend the Annual Meeting, we urge stockholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in the proxy materials.
Any votes submitted after the closing of the polls at the Annual Meeting will not be counted.
Will my shares be voted if I do nothing, or if I do not vote for some of the proposals listed on my proxy card?
If your shares are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote via the Internet or by telephone, or attend and vote by ballot at the Annual Meeting. If you provide specific voting instructions, your shares will be voted as you have instructed. If you execute your proxy card and do not provide voting instructions on any matter, your shares will be voted in accordance with our Board’s recommendations on that matter. You may mark instructions with respect to any or all of the nominees in Proposal 1. We urge you to vote “FOR” all the director nominees under Proposal 1 and “FOR” Proposals 2, 3, 4 and 5, and sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on your proxy card, whether or not you plan to attend the Annual Meeting.

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2022 Proxy Statement 10



ABOUT THE PROXY STATEMENT

If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee), you will receive voting instructions from your broker, bank or other nominee. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not instruct your broker, bank or other nominee how to vote your shares, then, your broker, bank or other nominee will not be able to vote your shares with respect to Proposal 1, Proposal 2, Proposal 4 or Proposal 5. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed voting instruction form, to vote your shares in accordance with our Board’s recommendations on the voting instruction form, whether or not you plan to attend the Annual Meeting.

What happens if the Annual Meeting is adjourned?
Unless a new Record Date is fixed, your proxy will still be valid and may be used to vote shares of our Common Stock at the adjourned Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.
Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted upon at the Annual Meeting?
No. Delaware law does not provide stockholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.
Who can help answer any other question I may have?
If you have any questions or require any assistance with voting your shares, please contact Comtech’s proxy solicitor:
Innisfree M&A Incorporated
Stockholders in the U.S. and Canada May Call Toll-Free: (877) 456-3510
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833
Other Business and Information
We have enclosed our Annual Report for fiscal 2022 together with this Proxy Statement. No material contained in the Annual Report is to be considered a part of the proxy solicitation material.
As noted above, it is possible that matters other than those described in this Proxy Statement may be brought before stockholders at the Annual Meeting, although we are not aware of any other such matters at the time of the printing and mailing of this proxy statement. If other matters are properly introduced for action at the Annual Meeting, the persons named on the accompanying proxy card will vote your shares on any such matter as recommended by the Board of Directors or, if no recommendation is given, the proxies will vote your shares in their discretion.
Proxies may be solicited by mail, email, fax, telephone, telegram, and personally by directors, officers and other employees of Comtech who will not receive incremental pay as a result of any potential solicitation. The Company has also engaged Innisfree M&A Incorporated (“Innisfree”) to assist it in connection with soliciting proxies and has agreed to indemnify Innisfree against certain liabilities relating to or arising out of the engagement.

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2022 Proxy Statement 11



ABOUT THE PROXY STATEMENT

The Company will request banks, brokers and other custodians, nominees and fiduciaries to forward proxy soliciting material to beneficial owners of shares held of record by such persons and obtain their voting instructions. The Company will reimburse such persons at approved rates for their expenses in connection with the foregoing activities.

A complete list of stockholders entitled to vote at the Fiscal 2022 Annual Meeting of Stockholders will be available for inspection beginning November 22, 2022 at the Company’s headquarters located at 68 South Service Road, Suite 230, Melville, New York 11747 and will be available online during the virtual Annual Meeting at www.virtualshareholdermeeting.com/CMTL2022.
Costs of the Solicitation
Proxies may be solicited by mail, email, fax, telephone, telegram, and personally by directors, officers and other employees of Comtech who will not receive incremental pay as a result of any potential solicitation. The Company has also engaged Innisfree M&A Incorporated (“Innisfree”) to assist it in connection with soliciting proxies and has agreed to pay Innisfree a fee not to exceed $20,000, plus reimbursement of expenses. The Company has agreed to indemnify Innisfree against certain liabilities relating to or arising out of the engagement.
The Company will request banks, brokers and other custodians, nominees and fiduciaries to forward proxy soliciting material to beneficial owners of shares held of record by such persons and obtain their voting instructions. The Company will reimburse such persons at approved rates for their expenses in connection with the foregoing activities. The cost of soliciting proxies will be borne by Comtech.
Participants in the Solicitation
Under applicable regulations of the SEC, the Company, our directors and certain of our executive officers are “participants” in connection with this proxy solicitation on behalf of the Board of Directors related to the matters to be considered at the 2022 Annual Meeting. For more information about our directors and executive officers, please see their biographical information and professional qualifications beginning on page 20 of this Proxy Statement. Other than the persons described in this Proxy Statement, no regular employees of the Company have been or are to be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, certain administrative personnel may be asked to perform clerical or ministerial tasks in furtherance of this solicitation.
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2022 Proxy Statement 12



ABOUT THE PROXY STATEMENT


Forward-Looking Statements
Statements in this proxy statement which are not historical in nature are “forward-looking statements” within the meaning of the federal securities laws. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “outlook,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecast,” “mission,” “strive,” “more,” “goal,” or similar expressions and are based upon various assumptions and our experience in the industry, as well as historical trends, current conditions, and expected future developments. However, you should understand that these statements are not guarantees of performance or results and there are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others: cost inflation/deflation and commodity volatility; competition; reliance on third party suppliers; interruption of product supply or increases in product costs; changes in our relationships with customers; our ability to increase or maintain the highest margin portions of our business; effective integration of acquisitions; achievement of expected benefits from cost savings initiatives; fluctuations in fuel costs; economic factors affecting consumer confidence and discretionary spending; our reputation in the industry; labor relations and costs; access to qualified and diverse labor; cost and pricing structures; changes in tax laws and regulations and resolution of tax disputes; governmental regulation; the timing and funding of government contracts; timing of receipt of and our performance on new or existing orders; adjustments to gross profits on long-term contracts; risks associated with international sales; product liability claims; customer claims for indemnification; adverse judgments or settlements resulting from litigation; disruptions of existing technologies and implementation of new technologies; evolving industry standards; changing customer demands and procurement strategies, cybersecurity incidents and other technology disruptions; management of retirement benefits; changes in prevailing economic and political conditions; extreme weather conditions, natural disasters and other catastrophic events; risks associated with intellectual property, including potential infringement; indebtedness and restrictions under agreements governing indebtedness; potential interest rate increases; risks related to the impact of the ongoing COVID-19 outbreak on our business, suppliers, consumers, customers and employees; potential costs associated with stockholder activism; and other factors described in our other filings with the Securities and Exchange Commission.
Incorporation by Reference
To the extent that this proxy statement is incorporated by reference into any other filing by us under the Securities Act of 1933, as amended, or the Exchange Act, the “Audit Committee Report” will not be deemed incorporated unless specifically provided otherwise in such filing, to the extent permitted by the rules of the SEC. Such section shall also not be deemed to be “soliciting material” or to be “filed” with the SEC. Website references and links to other materials are for convenience only, and the content and information contained on or connected to our website is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement or any other filing that we make with the SEC.
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2022 Proxy Statement 13



ABOUT THE PROXY STATEMENT


Additional Information
Our Internet website is www.comtech.com, and we make available on our website our filings with the SEC including annual reports, quarterly reports, current reports and any amendments to those filings. We also make announcements regarding company developments and financial and operating performance through our blog, Signals, at www.comtech.com/comtech-signals. We also use our website to disseminate other material information to our investors (on the Home Page and in the “Investor Relations” section). Among other things, we post on our website our press releases and information about our public conference calls and webcasts (including the scheduled dates, times and the methods by which investors and others can listen to those calls and webcasts), and we make available for replay webcasts of those calls and other presentations for a limited time.
We use social media channels to communicate with customers and the public about our Company, our products, services and other issues, and we use social media and the Internet to communicate with investors, including information about our stockholder meetings. Information and updates about our 2022 Annual Meeting have been and will continue to be posted on our website at www.comtech.com in the "Investor Relations" section. The reference to our website address, blog or any other website does not constitute incorporation by reference of any other information contained therein into this Proxy Statement.
The 2022 Annual Meeting may be adjourned from time to time without notice other than by announcement at the virtual Annual Meeting.
Stockholder Proposals and Director Nominations for the Fiscal 2023 Annual Meeting
Eligible stockholders wishing to have a proposal for action by the stockholders at the 2023 Annual Meeting included in our proxy statement pursuant to Rule 14a-8 of the SEC’s proxy rules must submit such proposal at the principal offices of Comtech, and such proposal must be received by us not later than July 21, 2023. The proposal must comply with the SEC rules regarding eligibility for inclusion in our proxy statement, and should be addressed to Comtech Telecommunications Corp., Attention: Corporate Secretary, 68 South Service Road, Suite 230, Melville, NY 11747.
Under our By-Laws, a stockholder nomination for election to our Board of Directors may not be made at the 2023 Annual Meeting unless notice (including all information required under Article II, Section 8 of our By-Laws) is delivered in person or mailed to Comtech and received by us not earlier than August 17, 2023 or later than September 16, 2023; provided, however, that if the 2023 Annual Meeting is not held within 30 days before or after the anniversary date of the 2022 Annual Meeting, such notice must be received not more than 90 days prior to the 2023 Annual Meeting or less than 60 days prior to the 2023 Annual Meeting.
In addition, a stockholder proposal (other than a nomination for election to our Board of Directors or a stockholder proposal that may be made pursuant to Rule 14a-8) may not be made at the 2023 Annual Meeting unless notice thereof (including all information required under Article II, Section 9 of our By-Laws) is delivered in person or mailed to Comtech and received by us not earlier than September 16, 2023 or later than October 16, 2023; provided, however, that if the 2023 Annual Meeting is not held within 30 days before or after the anniversary date of the 2022 Annual Meeting, such notice must be received not more than 90 days prior to the 2023 Annual Meeting or less than 60 days prior to the 2023 Annual Meeting.

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2022 Proxy Statement 14



ABOUT THE PROXY STATEMENT

In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than October 16, 2023.

Under the SEC’s proxy rules, proxies solicited by our Board of Directors for the 2023 Annual Meeting may be voted at the discretion of the persons named in such proxies (or their substitutes) with respect to any stockholder proposal not included in our proxy statement if we do not receive notice of such proposal within the aforementioned dates.
It is suggested that any such stockholder proposals or nominations be submitted to the Company by certified mail, return receipt requested.
Householding
We have previously adopted a procedure approved by the SEC called “householding.” Under this procedure, unless we have received contrary instructions from a stockholder, we satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report to the address of those stockholders. Each stockholder who participates in householding will continue to receive a separate proxy card. This procedure reduces our printing costs, postage fees, and environmental footprint.
If you are currently receiving multiple copies of our proxy solicitation materials, and wish to participate in householding for future annual meetings, or are currently participating in householding and wish to receive separate copies of the proxy materials for the 2022 Annual Meeting or future annual meetings, then please contact the Secretary of the Company by writing to 68 South Service Road, Suite 230, Melville, New York 11747 or calling (631) 962-7000.
We will promptly deliver separate copies of the proxy materials for the 2022 Annual Meeting upon receiving your request. Stockholders who hold their shares in street name should contact their broker, bank or other nominee regarding combined mailings.
Other Business at the Annual Meeting
Our Board of Directors does not presently intend to bring any other business before the Annual Meeting, and, so far as is known to our Board of Directors, no matters are to be brought before the Annual Meeting, except as specified in the Notice of Annual Meeting.
It is possible that matters other than those described in this Proxy Statement may be brought before stockholders at the Annual Meeting. The proxies will vote your shares on any such matter as recommended by the Board of Directors or, if no recommendation is given, the proxies will vote your shares in their discretion.
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2022 Proxy Statement 15


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Strategic Growth Investment
As previously announced, on October 18, 2021, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with affiliates of White Hat Capital Partners LP (“White Hat”), an investment firm focused on sustainable value creation in technology companies serving mission-critical applications, and Magnetar Capital LLC (“Magnetar”), a leading alternative investment manager with approximately $13.8 billion of assets under management (collectively, the “Strategic Investors”), relating to the issuance and sale of up to 125,000 shares of Series A Convertible Preferred Stock (as defined above, “Preferred Stock”) for an aggregate purchase price of up to $125 million (the “Preferred Stock Transaction”). The initial issuance of the Preferred Stock Transaction was completed on October 19, 2021 for an initial aggregate purchase price of $100 million.
Pursuant to the Subscription Agreement and the related Certificate of Designations, as long as the Strategic Investors own beneficially and of record at least 50% of the shares of Preferred Stock purchased pursuant to the Subscription Agreement, including any shares of Preferred Stock previously held that were subsequently converted into shares of Common Stock, the Strategic Investors representing at least a majority of the outstanding shares of Preferred Stock will have the right to nominate one person for election to serve on the Board (the “Investor Nominee”). In addition, so long as such condition is met, the Investor Nominee may only be removed by written consent of the Strategic Investors, and any subsequent vacancy in the office of the Investor Nominee (other than vacancies before the initial election and designation of the Investor Nominee) shall only be filled by the written consent of the Strategic Investors and the Company shall cause such Investor Nominee to fill such resulting vacancy.
In support of the Company’s vision and continued transformation, Comtech, White Hat and Magnetar jointly agreed to appoint Mark Quinlan as the Investor Nominee to the Company’s Board of Directors. Mr. Quinlan assumed his role as a director on January 3, 2022.
Table of Principal Stockholders
This table provides the number of shares beneficially owned by principal stockholders who the Company believes beneficially own more than five percent of our outstanding Common Stock or Preferred Stock, as of the date stated in the below footnotes.
The information in this table is based upon the latest filings of Schedule 13G or 13G/A as filed by the respective stockholder with the SEC or upon information provided to us by the applicable stockholder.
We calculate the stockholder’s percentage of the outstanding class assuming the stockholder beneficially owned that number of shares on November 11, 2022.
Unless otherwise indicated below, the stockholder had sole voting and sole dispositive power over the shares.

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2022 Proxy Statement 16


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of
Class
(1)
Percent of Voting Power (1)
Common Stock
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
4,232,550
15.2%
13.1%
The Vanguard Group (5)
100 Vanguard Blvd.
Malvern, PA 19355
1,809,163
6.5%
5.6%
Dimensional Fund Advisors, L.P. (4)
Building One, 6300 Bee Cave Road
Austin, TX 78746
1,727,829
6.2%
5.4%
Cooper Creek Partners Management LLC (3)
501 Madison Ave, Suite 302
New York, NY 10022
1,319,436
4.8%
4.1%
Preferred Stock
Magnetar Financial LLC (6) (7)
1603 Orrington Avenue, 13th Floor
Evanston, IL 60201
100,00080.0%
11.1%
Affiliates of White Hat Capital Partners LP (6) (8)
150 East 52nd Street, 21st Floor
New York, NY 10022
25,00020.0%
2.8%
(1) The percentage of beneficial ownership is based on 27,775,309 outstanding shares of Common Stock and 100,000 shares of Preferred Stock as of the Record Date, November 17, 2022. The number of shares of Preferred Stock, if convertible to Common Stock, would represent 4,473,141 shares of Common Stock as of the Record Date and are entitled to that number of votes in the aggregate. The percentage of voting power reflects the number of votes held as of the Record Date on all matters submitted to a vote of our stockholders at the Annual Meeting.
(2) The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC, reporting beneficial ownership as of December 31, 2021. Of the shares reported in the table as beneficially owned, BlackRock, Inc. had sole voting power over 4,179,738 shares and sole dispositive power over all of the shares. The Schedule 13G also discloses that BlackRock Fund Advisors, an affiliate of BlackRock, Inc., is the beneficial owner of more than five percent of the Company's outstanding Common Stock.
(3) The information is based upon a Schedule 13G filed by Cooper Creek Partners Management LLC with the SEC, reporting beneficial ownership as of December 31, 2021. Of the shares reported in the table as beneficially owned, Cooper Creek Partners Management LLC had sole voting power over 1,319,436 shares and sole dispositive power over all of the shares.
(4) The information is based upon a Schedule 13G/A filed by Dimensional Fund Advisors, L.P. with the SEC, reporting beneficial ownership as of December 31, 2021. Of the shares reported in the table as beneficially owned, Dimensional Fund Advisors, L.P. had sole voting power over 1,687,467 shares and sole dispositive power over all of the shares.
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2022 Proxy Statement 17


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
(5) The information is based upon a Schedule 13G/A filed by The Vanguard Group with the SEC, reporting beneficial ownership as of December 31, 2021. Of the shares reported in the table as beneficially owned, The Vanguard Group had shared voting power over 21,112 shares, sole dispositive power over 1,769,281 shares, and shared dispositive power over 39,882 shares.
(6) Affiliates of Magnetar Financial LLC ("Magnetar Financial") and an affiliate of White Hat Capital Partners LP (i) hold 80,000 and 20,000 shares of Preferred Stock, respectively, which, subject to the following sentences, on an as-converted basis, represents 3,578,513 and 894,628 shares of Common Stock, respectively, subject to adjustments as provided in the Certificate of Designations for the shares of Preferred Stock and (ii) have the option to purchase on or prior to March 31, 2023 20,000 and 5,000 additional shares of Preferred Stock, respectively, which, subject to the following sentences, on an as-converted basis, represents 625,000 and 156,250 shares of Common Stock, respectively, subject to adjustments as provided in the Certificate of Designations for the shares of Preferred Stock. As of September 29, 2022, the shares of Preferred Stock are convertible into shares of common stock at the option of the holders. The terms of the Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.99% of the total number of shares of Common Stock then outstanding (the “Ownership Cap”).
(7) Magnetar Financial shares voting and dispositive power with Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz with regard to the reported shares. These shares are held for Magnetar Structured Credit Fund, LP, Magnetar Longhorn Fund LP, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC, and Magnetar Lake Credit Fund LLC (the “Magnetar Funds”). The 80,000 shares of Preferred Stock currently outstanding are held as follows: Magnetar Lake Credit Fund LLC, 35,440 shares; Magnetar Structured Credit Fund LP, 22,080 shares; Purpose Alternative Credit Fund - F LLC, 15,200 shares; Magnetar Longhorn Fund LP, 4,880 shares; and Purpose Alternative Credit Fund - T LLC, 2,400 shares. In addition, as noted above, the Magnetar Funds have the option to acquire up to an additional 20,000 shares of Preferred Stock on or prior to March 31, 2023. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Common Stock held for the Magnetar Funds’ accounts. Magnetar Capital Partners LP serves as the sole member and parent holding company of Magnetar Financial. Supernova Management LLC is the general partner of Magnetar Capital Partners LP. The manager of Supernova Management LLC is Alec N. Litowitz. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. Magnetar disclaims beneficial ownership of any shares of Common Stock issuable upon conversion of the Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
(8) The securities reported herein are held by White Hat Strategic Partners LP. White Hat Strategic Partners LP also holds 247,639 shares of Common Stock, and the aggregate voting power of its shares of Preferred Stock and Common Stock held as of the Record Date is 3.5%. White Hat Capital Partners LP serves as the Investment Manager of White Hat Strategic Partners LP. White Hat Capital Partners GP LLC is the General Partner of White Hat Capital Partners LP. Mark R. Quinlan and David Chanley serve as Managing Members of White Hat Capital Partners GP LLC. White Hat Strategic Partners LP, White Hat Capital Partners GP LLC, Mr. Quinlan and Mr. Chanley each disclaim any beneficial ownership of these securities.
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2022 Proxy Statement 18


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Table of Shares Beneficially Owned by Directors and Named Executive Officers
The table below shows the beneficial ownership of our Common Stock of each of our directors, our Chief Executive Officer, our Chief Financial Officer, the three highest paid executive officers, other than our Chief Executive Officer or our Chief Financial Officer, serving at the end of our fiscal year (collectively, the “Named Executive Officers” or “NEOs”) and all current directors and executive officers as a group, as of November 11, 2022.
Unless otherwise indicated, our directors and executive officers had sole voting and sole dispositive power over their shares.
Name
Shares of Common Stock Beneficially Owned on
November 11, 2022 (1)


Percent
of Class
Non-employee Directors (listed alphabetically):
Wendi B. Carpenter*
Judy Chambers900*
Lisa Lesavoy34,638*
Mark R. Quinlan*
Dr. Yacov A. Shamash42,371*
Lawrence J. Waldman41,139*
Named Executive Officers (listed alphabetically):
Michael A. Bondi81,515*
Maria Hedden4,640*
Fred Kornberg676,9662.4%
Ken Peterman*
Michael D. Porcelain305,8611.1%
Yelena Simonyuk3,904*
Nancy M. Stallone40,349*
All current and retiring directors and executive officers as a group (13 persons)1,232,2834.4%
_____________________
* Less than one percent
(1) Includes: (i) 900 restricted stock units held by Ms. Chambers, 5,444 restricted stock units held by Ms. Lesavoy, 15,436 restricted stock units held by Dr. Shamash, and 15,704 restricted stock units held by Mr. Waldman; and (ii) the following shares of our Common Stock underlying stock options with respect to which such persons have the right to acquire beneficial ownership within 60 days from November 11, 2022: Dr. Shamash and Mr. Waldman each held 6,000 shares; Mr. Bondi 27,720 shares; Ms. Stallone 6,330 shares; and all current directors and executive officers as a group 46,050 shares. We calculated the percentage of the outstanding class beneficially owned by each person and by the group treating their shares subject to this right to acquire within 60 days as outstanding.

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2022 Proxy Statement 19


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers
NamePrincipal OccupationAge
For Term
Expiring In
Served As
Director Since
Directors nominated by the Company/Board for election at 2022 Annual Meeting:
Ken A. Peterman(1)Chairman, President and CEO of Comtech6520232022
Wendi B. CarpenterFounder and Principal of Gold Star Strategies LLC6620232022
Mark R. QuinlanCo-Founder and Managing Partner of White Hat Capital Partners5020232022
Continuing Directors (in order of expiration of current term):
Lisa LesavoyOwner of Lesavoy Financial Perspectives, Inc.6820232020
Dr. Yacov A. ShamashProfessor of Electrical and Computer Engineering at Stony Brook University7220232016
Judy ChambersManaging Principal and a Member of the Board of Meketa Investment Group5120242021
Lawrence J. WaldmanNon-Executive Chairman of the Board of CVD Equipment Corporation7520242015
Retiring Director(2):
Fred KornbergConsultant position with Company, pursuant to separation agreement86-1971
Named Executive Officers (listed alphabetically):
Michael A. BondiChief Financial Officer49--
Maria HeddenChief Operating Officer53--
Yelena SimonyukChief Legal Officer45--
Nancy M. StalloneTreasurer and Corporate Secretary62--
(1) Mr. Peterman was appointed to the Board of Directors on May 10, 2022.
(2) Mr. Kornberg has notified the Board of his retirement from the Board effective immediately prior to the 2022 Annual Meeting, and the size of the Board will be accordingly reduced to seven (7) directors, effective as of such time.
Comtech supports the Russell 3000 Board Diversity Disclosure Initiative and has adopted a form of disclosure called the "Board Matrix" which describes the skills, gender, race and ethnicity of the individual members of our Board. We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Comtech's Board Matrix for Continuing Directors is shown below:
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2022 Proxy Statement 20


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Comtech's Board Matrix for Continuing Directors is shown below:
Continuing DirectorsJudy ChambersWendi B. CarpenterLisa LesavoyKen PetermanMark R. QuinlanDr. Yacov A. ShamashLawrence J. Waldman
Knowledge, Skills and Experience
Academia/Education
Accounting and Audit
Corporate Governance
Executive Experience
Financial
HR/Compensation
Legal/Regulatory
Mergers and Acquisitions
Operations
Public Company Board Experience
Risk Management
Strategic Planning/Oversight
Technology
Wireless/Telecomm Industry
Satellite and Space Communications
Terrestrial and Wireless Networks
Demographics
Race/Ethnicity
African American
Asian/Pacific Islander
White/Caucasian
Hispanic/Latino
Gender
Male
Female
Board Tenure
Years1367

Key metrics of our Continuing Directors are as follows:
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2022 Proxy Statement 21


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Our Nominees’ Biographies and Director Qualifications
Ken Peterman (Chairman, President and Chief Executive Officer)
image_16.jpg

Mr. Peterman serves as Comtech’s Chairman, President and CEO. Upon joining the Board as an independent director in May 2022, Mr. Peterman was later elected Chairman, and became President and CEO in August 2022. Mr. Peterman has enjoyed a distinguished career as a thought leader and innovator in the challenging aerospace and defense technology sector, successfully leading large, complex, global enterprises to achieve differentiated growth in a variety of diverse market environments. Mr. Peterman has won multiple awards for his innovative leadership, including:
TEN BEST INNOVATIVE BUSINESS LEADERS: Industry Tech Outlook 2020
BUSINESSMAN OF THE YEAR: Battlespace Magazine 2018
GAME CHANGER AWARDEE: Vanguard Magazine 2018
As President, Viasat Government Systems (2013-2021), Mr. Peterman led a global defense business to greater than $1 billion in annual revenue, establishing market leadership in assured high-capacity satellite communications, mobile networking, datalinks, information assurance and cybersecurity, hybrid adaptive networking, and blended air/ground situational awareness. Under Mr. Peterman’s leadership, Viasat built a culture that passionately focused on customer outcomes in unprecedented ways, enabling Viasat to become the fastest organically growing U.S. defense company for six consecutive years.

As President, ITT (and then Exelis) Communications and Electronic Warfare Systems (2007-2013), Mr. Peterman led a global defense and aerospace business of greater than $1 billion in annual revenue. The portfolio included tactical and satellite communications, information assurance and cybersecurity, global positioning systems ("GPS"), electronic protection and counter improvised explosive devices ("IED") systems, and integrated command, control, communications and computer ("C4") systems.

As Founder and CEO of the SpyGlass Group (2012-2022), Mr. Peterman led an innovative thought-leading organization that helped strategically shape aerospace and defense technology trajectories in the mobile networking, cybersecurity and satellite technology sectors. In this role, Mr. Peterman advised small and mid-size businesses, as well as defense and congressional leaders, while simultaneously establishing a highly effective technology incubator that enabled technology start-ups to accelerate their business trajectory across the government and commercial market segments.

A passionate, creative, and visionary leader, Mr. Peterman serves in a variety of advisory positions, helping unleash innovation, create constructive technology disruption, improve customer outcomes and accelerate business and financial growth trajectories.

Mr. Peterman received a Bachelor of Science in Electrical Engineering (high honors) from Tri-State University (now Trine) and completed executive programs at Stanford University Graduate School of Business and Pennsylvania State University.


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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Director Qualifications

With his extensive experience with the technology and the industry that Comtech serves, Mr. Peterman brings to our Board technical and operational expertise that would be relevant for growing Comtech’s business into the future. Mr. Peterman currently is a member of the following Committees of the Board of Directors:

Executive Committee;
Science and Technology Committee; and
Strategic Committee
Wendi B. Carpenter
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Wendi B. Carpenter is a retired U.S. Navy Rear Admiral (2 star) and a trailblazer of women in Naval Aviation. In October 2011, she completed a distinguished and highly decorated 34-year career, having been the first woman aviator selected to Flag rank. As an aviator, she operated as a mission and aircraft commander in a specialized communications aircraft, deploying with her crew of eighteen throughout the Pacific in support of the nation’s strategic nuclear triad. At more senior ranks, her duty assignments included commanding or serving as deputy in large and complex organizations, often leading thousands of personnel while overseeing worldwide
maritime and air operations, logistics (Navy Pentagon), facilities management (Deputy, Navy Region Southeast), and training of strike group and joint forces (Vice Commander SJFHQ, U.S. Joint Forces Command and Deputy, U.S. Second Fleet). She also served in key advisory roles and board positions with private, education, and government organizations and agencies, as well as being heavily involved in developing the Navy’s Strategic Plan (regional and global risk assessment and asset allocation). Her final assignment in the Navy was as “Navy’s Innovator” – the Commander of the Navy Warfare Development Command (NWDC). At the helm of NWDC, she spearheaded the systems development and deployment of unmanned vehicles (air, surface and sub-surface), small satellites, cloud cyber and simulation capability, and other highly sophisticated classified technology innovation. With high level clearances, she oversaw a major R&D budget, partnering closely with NASA, government agencies, the Navy Research Lab, the Warfare Centers, and major university labs to take technology innovation from concept to manufacture. Rear Admiral Carpenter was also often called upon to speak or represent the Navy at key defense industry forums and in coalition and international engagements.
Noted for her work with Women in Aviation International, Women in Sea Services Organization, and the U.S. Institute of Peace, she was also a “right-hand” and advisor to the Navy Chief and Vice Chief of Naval Operations on roadmaps and strategies for women and minority recruitment, retention, and career opportunity.
Rear Admiral Carpenter served as the tenth President of the State University of New York Maritime College from 2011 to 2013 and as Special Envoy for Maritime Matters from 2011 to 2013. She was instrumental in developing a concept for new training ships for the state maritime colleges and initiated the pivotal and foundational legislative engagements which resulted in Congressional funding. Rear Admiral Carpenter served as a Strategic Advisor to the Secretary General World Maritime Organization and World Maritime University Board of Governors, a post graduate research institution in maritime and ocean-related studies, from October 2013 to May 2015.





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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Rear Admiral Carpenter is a member of the Board of Advisors of Kokes Marine Technologies LLC, a marine research and component testing and evaluation company. She previously served on the board of directors of SkyWater Technology, Inc. (Nasdaq: SKYT), a United States based semiconductor engineering facility and foundry, where she was Chair of the Compensation Committee and strategic advisor on government sector opportunities. From 2016-2019, she served as a Member of the Affordable Housing Advisory Council to the Federal Home Loan Bank of Atlanta, a United States Federal Home Loan Bank and regularly spoke at forums designed to promote greater opportunity in housing and education for underserved populations. She has also served in various capacities with numerous nonprofit organizations.

Rear Admiral Carpenter holds a Bachelor of Science in Psychology from the University of Georgia, a Master of Arts in International Relations from Salve Regina University, and she is a distinguished graduate of the U.S. Naval War College, with an emphasis in strategic studies. Rear Admiral Carpenter has also completed numerous executive courses in business, organizational transformation, and diplomacy, including the Capstone Program at the National Defense University and the Senior Policy Course at the NATO School.

Rear Admiral Carpenter is the Principal and Founder of Gold Star Strategies LLC, a boutique consulting firm specializing in executive development, governance, strategic planning, fund-raising work with nonprofits, and business development / legislative strategies on behalf of small companies.

Director Qualifications

With her years of experience at senior levels in the U.S. Navy, Rear Admiral Carpenter brings to our Board expertise in dealing with U.S. federal agencies (including, their technology procurement and development needs, as well as their security concerns) and breaking ground for diversity in historically homogenous environments. She meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors:

•    Strategic Committee (Chairperson);
•    Compensation Committee; and
•    Nominating and Governance Committee

During fiscal 2022, Rear Admiral Carpenter also served as a member of the Science and Technology Committee. Rear Admiral Carpenter was appointed to the Board in connection with an agreement entered into between the Company and shareholder Outerbridge Capital Management and its affiliates in December 2021.
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2022 Proxy Statement 24


STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Mark R. Quinlan
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Mr. Quinlan is a senior investment professional with more than 20 years of experience in the technology sector.

In 2016, Mr. Quinlan co-founded White Hat Capital Partners, a private investment firm focused on building sustainable value in technology companies serving mission-critical applications. White Hat makes concentrated, value-oriented investments in publicly-traded companies. White Hat constructively partners with its portfolio companies to improve strategy and capital allocation decisions, implement operational efficiencies,
and strengthen governance, all with a view to improving corporate competitiveness and creating stockholder value.

Prior to founding White Hat, Mr. Quinlan was Managing Director and Co-Head of the Global Technology Investment Banking Group at Stifel. In addition, he served as a Member of the firm’s Investment Banking Management Committee as well as the Fairness Committee. Mr. Quinlan joined Stifel in 2010 through its merger with Thomas Weisel Partners. Mr. Quinlan joined Thomas Weisel Partners in 2000 from Merrill Lynch and was promoted to Partner in 2006. He joined Merrill Lynch in 1996 following two years with Brown Brothers Harriman & Co.

During his investment banking career, Mr. Quinlan advised numerous corporate boards on a broad range of strategic and corporate finance decisions. He maintains extensive senior executive relationships across the technology, investment management and financial services sectors.

Mr. Quinlan received an A.B. in Economics and a Certificate in Political Economy from Princeton University in 1994.

Director Qualifications

Mr. Quinlan’s brings strategic and corporate finance expertise as well as experience working with technology companies to build shareholder value to our Board of Directors.

He meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors:

•    Compensation Committee (Chairperson); and
•    Strategic Committee

Mr. Quinlan was appointed to the Board in January 2022 in connection with the Subscription Agreement entered into by and among the Company, White Hat and Magnetar, as described in the "Strategic Growth Investment" section beginning on page 16 of this Proxy Statement.

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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Continuing Directors’ Biographies and Director Qualifications
Judy Chambers
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Ms. Chambers has been a director of Comtech since August 2021. She serves as a Managing Principal and a member of the Board of Meketa Investment Group, which provides global investment advisory and discretionary outsourced chief investment officer ("OCIO") consultant services with more than 200 clients and assets under advisement of approximately $1.9 trillion. Ms. Chambers works with some of the largest institutional investors in the United States including public pension plans, corporations, endowments, foundations, and insurance companies.
Ms. Chambers focuses on the private equity and infrastructure asset classes and evaluates investment managers that invest in the technology, telecommunications, financial services, infrastructure services and energy sectors. She has authored research on the developing global infrastructure sector. In addition, she has expertise in developing special investment vehicles and diverse and emerging manager programs within private markets for institutional investors. At Meketa, she is a member of the Private Markets Research, Emerging and Diverse Manager, Diversity Leadership and Marketing Committees. In addition, she serves on the limited partner advisory committee for several private equity and venture capital funds.

Previously, Ms. Chambers served as Managing Director and Board Member of Pension Consulting Alliance from 2007 to 2019, prior to its combination with Meketa Investment Group, Ms. Chambers has also held senior roles with Caswell Capital Partners, a merchant bank that served small and middle market sized companies and at Lehman Brothers where she originated and executed transactions in high yield bonds, leveraged loans and bridge financings related to mergers and acquisitions, leveraged buyouts and recapitalizations. Ms. Chambers' completed transactions span various industries including natural resources, media, financial institutions, industrial and consumer services.

Ms. Chambers is dedicated to serving the needs of the poor and is committed to providing educational opportunities to underserved communities. As a result, she served as a member of the Board of Trustees for Community Service Society of New York, an organization that is an advocate for the poor in New York City. Currently, as the chair of the Advisory Board of the Robert Toigo Foundation, Ms. Chambers assists the organization to change the face of finance by providing opportunities to underrepresented talented students. In addition, Ms. Chambers is on the Advisory Board of the Jazz Foundation of America. Ms. Chambers holds a Bachelor of Arts from Duke University and a Master of Business Administration from the Kellogg School of Management at Northwestern University

Director Qualifications

With her extensive experience in corporate finance and in the investment advisory services industry, Ms. Chambers brings to our Board expertise in dealing with regulatory and public authorities in infrastructure projects that would be relevant for 911 related development, structuring acquisitions, addressing institutional investor concerns, focusing on diversity and making financial decisions. She meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors:

•    Nominating and Governance Committee (Chairperson); and
•    Audit Committee


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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Lisa Lesavoy
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Ms. Lesavoy has been a director of Comtech since March 2020. Ms. Lesavoy is the owner of Lesavoy Financial Perspectives, Inc., a New York City based financial counseling firm which she founded in September 1990. Lesavoy Financial Perspectives, Inc. serves as a family office, advising its clients who are affluent individuals, as well as closely-held businesses, charitable entities, family and charitable trusts, and estates, on strategic planning opportunities to achieve their long-term goals of income and estate tax savings, wealth accumulation and transfer, asset protection, debt structuring and succession planning for business interests.
The company counsels clients on complex financial, tax, investment, debt and insurance strategies in the areas of both corporate planning, including compensation and benefit arrangements, as well as individual planning. It assists its clients to implement its recommendations through a combination of legal arrangements.
Additionally, in her individual capacity, Ms. Lesavoy serves as a Trustee of several family and charitable trusts, and as an Executor, for several of Lesavoy Financial’s clients. Previously, Ms. Lesavoy served as Senior Financial Advisor for E.F. Hutton’s, and, subsequently, Shearson Lehman Brothers' Personal Financial Planning Division, where she was a First Vice President and responsible for the Division’s financial counseling services on the East Coast. Ms. Lesavoy holds a Bachelor of Arts, magna cum laude, from Bryn Mawr College and a JD, cum laude, from Fordham University School of Law. Ms. Lesavoy is a Certified Financial Planner, a designation she earned in 1978, and has been a member of the New York State Bar since 1985.
Director Qualifications
With her extensive experience in the financial services industry and financial counseling, Ms. Lesavoy brings to our Board expertise necessary for Comtech's Compensation Committee’s evaluation of complex compensation issues and our management compensation structure. She meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors:
Executive Committee (Chairperson); and
Compensation Committee

During fiscal 2022, Ms. Lesavoy also served as a member of the Nominating and Governance Committee.
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Dr. Yacov A. Shamash
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Dr. Yacov A. Shamash has been a director of Comtech since October 2016. He is a professor of Electrical and Computer Engineering at Stony Brook University since 1992 where he is the founder of two NY State Centers of Excellence entrusted with hundreds of millions of dollars in government and industry funding, one in Wireless and Information Technology and another in Advanced Energy Research and Technology. Each center is at the forefront of R&D for critical services in its respective fields, such as cyber security of the electrical grid.

He has previously been charged with supervising incubators for multiple technology companies at Stony Brook University and served as the Vice President for Economic Development, the Dean of Engineering and Applied Sciences and the Dean of the Harriman School for Management and Policy.

Prior to joining Stony Brook University, Dr. Shamash developed and directed the National Science Foundation Industry/University Cooperative Research Center for the Design of Analog/Digital Integrated Circuits (with 12 member companies including Boeing, Motorola and HP) and served as Chairman of the Electrical and Computer Engineering Department at Washington State University. He is a member of the Board of Directors of KeyTronic Corporation and Applied DNA Sciences, Inc. He served as a member of the Board of Directors for the New York State Office of Science, Technology and Academic Research ("NYSTAR") until its merger with the NY Empire State Development Corporation. He has served on the boards of three public companies until their strategic sales. He was a co-Founder of the Long Island Software & Technology Network (“LISTnet”) and the Long Island Angel Network. Dr. Shamash holds a Ph.D. degree in Electrical Engineering from Imperial College of Science and Technology in London, England.

Director Qualifications

With an extensive background in the development of emerging wireless and information technologies, Dr. Shamash brings to our Board an expansive view of those rapidly evolving areas and the potential commercial opportunities for Comtech in that space, which is instrumental to our strategies to both our terrestrial and wireless and satellite and space communications businesses.

Dr. Shamash meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards, and currently is a member of the following Committees of the Board of Directors:
 
Science and Technology Committee (Chairperson)
Audit Committee;
Executive Committee; and
Nominating and Governance Committee

During fiscal 2022, Mr. Shamash also served as a member of the Compensation Committee.
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Lawrence J. Waldman (Lead Independent Director)
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Mr. Waldman has been a director of Comtech since August 2015 and Lead Independent Director since December 2021. Since his time serving as Audit Committee Chairperson, he has successfully overseen the complex accounting associated with the Company's foreign acquisitions and a change in CFO with no material weaknesses or accounting errors. He currently serves as the non-executive Chairman of the Board and Chairman of the Audit Committee of CVD Equipment Corporation, a technology company listed on Nasdaq that provides custom equipment to commercial, defense and research customers. Mr. Waldman is a member of the board of directors and Lead Independent Director and Audit Committee
Chairperson at APYX Medical, a Nasdaq-listed advanced energy medical technology company. Mr. Waldman has served as Senior Advisor at First Long Island Investors, LLC since 2016 and was previously an Advisor to the accounting firm of EisnerAmper LLP following his role as Partner-in-Charge of Commercial Audit Practice Development for Long Island.

Mr. Waldman served as the Managing Partner of the Long Island office of KPMG LLP from 1994 through 2006, the accounting firm where he began his career in 1972. During his tenure at KPMG, Mr. Waldman served as audit partner to a number of public and privately held technology and defense companies including, Audiovox Corporation, a pioneer in wireless cellular technology and Aeroflex, a manufacturer of test equipment, RF microwave integrated circuits, components and systems used for wireless communications.

Mr. Waldman is currently Chairman of the Board of Directors of the Long Island Association and a member of the boards of directors of the Long Island Angel Network and the Advanced Energy Research Center at Stony Brook University. Through October 21, 2018, Mr. Waldman was a member of the board of directors of Northstar/RXR Metro Income, Inc., an SEC registered non-traded real estate investment trust.

Mr. Waldman has extensive experience serving multi-billion-dollar organizations, including as the current Chairman of the Supervisory Committee of Bethpage Federal Credit Union and previously as the Chairman of the Audit Committee of the State University of New York's (“SUNY”) Board of Trustees, the largest state university system in the United States. Mr. Waldman previously served as Chairman of the Audit and Finance Committee Board of Trustees of the Long Island Power Authority ("LIPA"), the second largest government utility in the United States, and as the Chairman of the Board. Mr. Waldman also served as an adjunct professor at Hofstra University, teaching graduate courses in advanced accounting theory and advanced auditing. Mr. Waldman is a certified public accountant in New York State. He is a member of the American Institute of Certified Public Accountants and the New York State Society of CPAs. Mr. Waldman holds a Bachelor of Science and a Master of Business Administration from Hofstra University in Hempstead, New York.

Director Qualifications

Mr. Waldman has significant experience leading public company boards and as a valued business advisor to both technology and defense companies. His extensive relevant industry and financial and accounting expertise and experience with complex accounting as a member of a variety of public company and civic boards allows him to bring both a pertinent and diverse perspective to our Board.

Mr. Waldman meets the independence guidelines established by the Board of Directors and the applicable Nasdaq listing standards and currently is a member of the following Committees of the Board of Directors:
•    Audit Committee (Chairperson);
•    Compensation Committee;
•    Executive Committee; and
•    Strategic Committee

Mr. Waldman is the only financial expert, as defined by SEC rules, on the Company's Audit Committee.

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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS


Our Other Named Executive Officers (listed in alphabetical order)

Michael A. Bondi
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Mr. Bondi has been Chief Financial Officer of Comtech since October 2018. Prior to that, he served as Vice President, Controller of Comtech since January 2004. Prior to joining Comtech, Mr. Bondi served as Assistant Controller at EDO Corporation, which designed and manufactured products for defense, intelligence and commercial markets and provided engineering and professional services. Prior to Comtech and EDO, Mr. Bondi worked at the accounting firm, KPMG LLP, from September 1993 to September 2002. As a Senior Manager at KPMG, Mr. Bondi
served a variety of public and private companies primarily in the technology and defense markets. Mr. Bondi is a certified public accountant in New York State and holds a Bachelor of Business Administration in Accounting from Hofstra University.
Maria Hedden
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Ms. Hedden joined Comtech as Chief Operating Officer in March 2022. Prior to joining Comtech, she served as Senior Vice President of Operational Transformation for Leidos, where she was responsible for establishing manufacturing excellence for a multi-billion product portfolio. Ms. Hedden has over 20 years of executive P&L management experience working with some of the largest names in defense and mission-critical communications, including BAE Systems and L3Harris. Ms. Hedden received an MS in Manufacturing Systems from the University of Minnesota and a
BS in Industrial Engineering from Penn State University.
Yelena Simonyuk
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Ms. Simonyuk joined the Company as Managing Counsel in May 2019 and was promoted to Chief Legal Officer in September 2022. Prior to that, she was a senior attorney at the law firm of Proskauer Rose LLP, which she joined in 2002. At Proskauer, Ms. Simonyuk provided general counsel and in-house counsel services for public companies in the communications technology, consumer goods and medical supplies industries, and represented public and private companies in a
broad range of corporate, commercial, regulatory, compliance and litigation matters. Ms. Simonyuk received her JD from Duke University School of Law and BA from Yale.
Nancy M. Stallone
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Ms. Stallone has been Treasurer at Comtech since April 2021. Prior to that she was Vice President of Finance at Comtech since 2006 and Corporate Secretary since 2016. Prior to joining Comtech, Ms. Stallone served in key leadership financial positions including Vice President, Internal Audit at Atkins Nutritionals, Inc. and Chief Financial Officer of North America for Techpack America, Inc., a division of Albéa Group, a global packaging manufacturer and wholesaler. Previously, Ms. Stallone was Senior Manager at the accounting firm, Deloitte & Touche LLP, where she
served a number of public and private companies. Ms. Stallone is a certified public accountant in New York State and holds a Bachelor of Science in Accounting from Long Island University and an Executive MBA from St. Joseph's College, where she previously served as an adjunct professor in accounting.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Board’s Oversight Role
Our Board of Directors oversees the management of our business, in accordance with Delaware General Corporation Law and our Restated Certificate of Incorporation and By-Laws. Members of our Board of Directors are kept informed of our business through discussions with our CEO and other officers, by reviewing materials provided to them, and by participating in regular and special meetings of our Board of Directors and its committees. The Board and its committees also confer, as needed, with independent financial, executive compensation and other advisors. In addition, to promote open discussion among our non-employee directors, those directors meet in scheduled executive sessions without the participation of any member of management, including our CEO.
Board Refreshment
Our Board’s ongoing process of refreshment has included the retirement of our long-serving directors Edwin Kantor, Ira Kaplan and Robert Paul effective immediately prior to our Fiscal 2021 Annual Meeting in December 2021 and Fred Kornberg effective immediately prior to our Fiscal 2022 Annual Meeting, along with the appointments of new directors Mark Quinlan and Wendi B. Carpenter in January 2022 and Ken Peterman in May 2022. Mr. Peterman also succeeded Mr. Kornberg as Chairman of our Board in July 2022. The size of our Board has been reduced from eight to seven directors, effective immediately prior to our Fiscal 2022 Annual Meeting. These changes in the Board’s composition will have the effect of lowering the average tenure of our independent directors to approximately three years, substantially completing the Board’s multi-year refreshment process.
Over the last three years, our Board has appointed three women as directors. On March 3, 2020, the Board appointed its first female director, Lisa Lesavoy, recognizing among other things her expertise in financial and compensation matters and her diverse perspectives. In July 2021, the Board appointed Judy Chambers as a director, effective August 1, 2021, recognizing among other things her expertise in corporate finance and experience in the investment advisory services industry. On January 3, 2022, the Board appointed Wendi B. Carpenter as a director, recognizing among other things her expertise with the U.S. federal government and its need for technological innovation. Ms. Carpenter was appointed to the Board pursuant to a Cooperation Agreement by and between the Company and Outerbridge Partners, LP, Outerbridge Capital Management, LLC, Outerbridge Partners GP, LLC, Outerbridge Bartleby Fund, LP, Outerbridge Bartleby GP, LLC, and Rory Wallace (collectively, with each of their respective affiliates, "Outerbridge”), dated as of December 16, 2021. The appointments of Ms. Lesavoy, Ms. Chambers, and Ms. Carpenter reflect the Board’s consideration of its needs with respect to director expertise and its commitment to diversity of professional experience, education, skill, gender, race, ethnic or national origin, age and other qualities and attributes.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
In addition, at the Fiscal 2021 Annual Meeting of Stockholders of the Company, stockholders approved the Board’s proposal to amend the Company’s Restated Certificate of Incorporation to phase out the classified Board of Directors of the Company (the "Declassification Amendment”). Previously, our Charter provided for a Board divided into three classes of directors, with each class elected for three-year staggered terms.

In developing the Declassification Amendment proposal, which was approved by our stockholders, the Board, including all members of our Nominating and Governance Committee, considered the widespread preference among investors, particularly in the institutional investor community, for annual elections of all directors on boards. The Board recognizes that many investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and hold management accountable for implementing those policies. The Board also considered the benefits of classified boards, such as their ability to foster stability and continuity on boards, with respect to long-term planning and in the overall business of a company, in proposing a Declassification Amendment that phases out over several years the classified board structure.

The Declassification Amendment currently in effect in the Company’s Charter provides that our classified Board structure will be phased out beginning at the Fiscal 2022 Annual Meeting, such that from and after the Fiscal 2022 Annual Meeting, all directors who are up for election at an annual meeting of stockholders will be elected to serve for a term of one year and until such directors’ successors are duly elected and qualified or until such directors’ earlier death, resignation or removal. Moreover, the Declassification Amendment provides that (a) directors elected to serve for one-year terms may be removed by stockholders either with or without cause and (b) directors elected to serve for three-year terms prior to the Fiscal 2024 Annual Meeting of stockholders may be removed by stockholders for cause only.

The Declassification Amendment also provides that directors elected to fill any vacancy on the Board, or to fill newly created director positions resulting from an increase in the number of directors, in each case before the 2024 annual meeting of stockholders, would serve the remainder of the term for the class to which they are elected.

Finally, the Declassification Amendment clarifies language that the number of directors that shall constitute the entire Board shall be subject to the rights of holders of a series of preferred stock to elect or appoint one or more directors pursuant to any provisions contained in any certificate of designation creating such series of preferred stock. As discussed in more detail above in this Proxy Statement, pursuant to the Preferred Stock Transaction, our newly created and issued Preferred Stock provides the right to the holders of such stock to designate a member of our Board.
Our Governance Policies and Guidelines
Our Board of Directors has adopted Corporate Governance Policies and Guidelines. These policies and guidelines, in conjunction with the Company’s Restated Certificate of Incorporation and By-Laws, and the charters of the committees of the Board of Directors, form the framework for the governance of the Company.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Recently, our Board of Directors undertook a refreshment initiative meant to ensure all directors share a common vision, upheld by a commitment to effective corporate governance, and delivering increased shareholder value. Highlights of this initiative include:

updating and refreshing each of the existing Committee charters and Corporate Governance Policies and Guidelines for Fiscal Year 2023;

creating a new Strategic Committee, led by Independent Director, Ms. Carpenter, a career Navy flag officer, to both provide oversight and act as a sounding board for our CEO as he aims to leverage our terrestrial and wireless expertise with our satellite and space technologies to exploit emerging opportunities arising from the transformation of our global network communications infrastructure;

reconstituting the Compensation Committee, now led by Independent Director, Mr. Quinlan, to focus on the compensation of all employees, in addition to executives, in order to support the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, employee engagement and talent development; and

tasking the Nominating and Governance Committee, led by Independent Director, Ms. Chambers, who has focused on developing global infrastructure and access to the underserved in her career in the investment advisory industry, to oversee the Company’s environmental, sustainability and governance efforts, progress and disclosures.

Our Board’s refreshment initiative was a thoughtful and purposeful undertaking to support the various change initiatives either already underway, or being planned, at the Company. The strategic goal is to position our Company to exploit the emerging growth opportunities across our terrestrial and satellite global communications end-markets, by driving improved operational performance, elevating our technology leadership and domain expertise, and accelerating our ability to realize sustainable, differentiated operational performance and growth.

The following is a summary of the key components of our Corporate Governance Policies and Guidelines (which can be found on our web site at https://investor.comtech.com/governance/governance-documents/default.aspx):
The Board of Directors oversees and provides policy guidance on the business and affairs of Comtech. Among other things, the Board of Directors monitors overall corporate performance. The Board of Directors selects the Chairman of the Board, the Lead Independent Director, the Chief Executive Officer and elects other corporate officers.
A substantial majority of the directors must be independent within the meaning of independence as established under the rules of the Nasdaq Stock Market.
Directors should have high professional and personal ethics and values and should have experience in areas of particular significance to the long-term creation of stockholder value.
Directors must have sufficient time to carry out their duties and limit their service on public company boards to no more than four (inclusive of the Company). All directors should obtain Board approval prior to agreeing to serve on the board of any other public or for-profit company.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Each member of our Board of Directors must, at all times, exhibit high standards of integrity and ethical behavior and adhere to our Standards of Business Conduct. We require directors as well as employees to certify in writing on an annual basis that they have read and will abide by such standards.
Directors must avoid any conflict between their own interests and the interests of the Company in dealing with suppliers, customers, and other third parties, and in the conduct of their personal affairs (including, without limitation, any charitable contributions or any business or nonprofit entity or organization in which the director is a general partner, controlling shareholder, officer, manager, or trustee, or materially financially interested).
Directors are required to sign a confidentiality agreement that protects the proprietary information that they have access to in connection with the performance of their duties.
The Board of Directors proposes nominees for consideration each year. Between annual meetings, the Board of Directors may appoint directors to serve until the next annual meeting.
Any incumbent director who is not re-elected in an election in which majority voting applies shall tender his or her resignation to the Board promptly following certification of the stockholder vote. The Nominating and Governance Committee shall consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board shall act on the recommendation and publicly disclose its decision.
The Nominating and Governance Committee shall review the appropriateness of a Director’s continued service on the Board in light of a significant change in their personal circumstances, including a change in their principal employment, and make a recommendation to the Board as to whether to seek and accept a Director’s offer to tender his or her resignation.
Unless requested by the Board of Directors to remain, an employee director is expected to resign from the Board of Directors at the time employment terminates.
The Board of Directors shall hold executive sessions of independent directors as necessary, but at least once a year.
The Board of Directors shall regularly consider succession plans addressing the potential resignation or unavailability of our CEO and shall regularly consider and discuss with our CEO his plans addressing the potential resignation or unavailability of the executive officers reporting to our CEO. These plans are discussed by the Board of Directors at least annually.
Directors are encouraged to talk directly to any member of management regarding any questions or concerns the directors may have, and members of senior management are invited to attend Board meetings, as appropriate.
It is the policy of the Board that as a general matter management should speak for the Company. The Lead Independent Director generally speaks for the Board. Individual directors will only speak with investors, analysts, the press or customers about the Company if expressly authorized by the full Board and in accordance with the policies of the Company.
The Board of Directors and each committee of the Board has the authority to retain and discharge independent advisors as the Board of Directors and any such committee deems necessary, including the sole authority to approve the advisors’ fees.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors and each committee conducts a self-evaluation, including its practices, policies and charters, annually. The Nominating and Governance Committee oversees each such annual self-evaluation.
Non-employee directors are required to hold an equity ownership interest in Company stock with a market value of at least six times their respective annual cash retainer. Our CEO is required to hold an equity ownership interest in Company stock with a market value of at least three times his annual base salary. All other executive officers are required to hold an equity ownership interest of at least 20,000 shares or shares with a market value of at least two times their respective annual base salary, whichever is less. Until applicable equity ownership guidelines are met, non-employee directors and executive officers are required to hold any shares received from the exercise of stock options or the delivery of shares pursuant to a restricted stock-based award or similar awards issued in fiscal 2011 or later, less the number of shares used for the payment of any related exercise price and applicable taxes.
The Audit Committee of the Board of Directors maintains guidelines for the review, approval or ratification and disclosure of “related person transactions” as defined by SEC rules.
The Chairperson of the Nominating and Governance Committee (and if different, our Lead Independent Director) shall receive copies of stockholder communications directed to non-management directors.
Independent Directors
Our Board of Directors is committed to sound and effective corporate governance, the foundation of which is our Board’s policy that a substantial majority of our directors should be independent. Historically, we have only one director who is an employee of the Company (our former Chairman of the Board and former CEO, Mr. Fred Kornberg, who has since been succeeded by now Chairman of the Board, Mr. Ken Peterman, who is also our President and CEO). Mr. Kornberg will remain a member of the Board until immediately preceding the Fiscal 2022 Annual Meeting and continues to serve as a consultant to the Company. Providing a robust governing balance to our combined Chair and CEO leadership structure, Mr. Waldman continues to serve as our Lead Independent Director.

Our Board of Directors has determined that each of our other directors has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each otherwise meets the independence requirements of the Nasdaq. Immediately preceding the Fiscal 2022 Annual Meeting, concurrently with Mr. Kornberg’s retirement from the Board at such time, we anticipate that the size of Comtech's Board of Directors will be decreased from eight (8) members to seven (7), six (6) of whom will be independent. The Board of Directors regularly evaluates expanding its size to make room for additional potential candidates with relevant experience that would enhance the Board's performance.
Executive sessions of the independent directors occur without the presence of the CEO and Chairman. The Board believes that executive sessions of the independent directors and the existence of a Lead Independent Director play important roles in the governance structure of Comtech.
In fiscal 2022, the independent directors held four (4) executive sessions. These sessions included discussion on a wide range of strategic matters.
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Board Leadership Structure
The Chairman of the Board is Ken Peterman. Mr. Peterman succeeded Mr. Kornberg as Chairman of the Board in July 2022 and, after a short transition period, succeeded Mr. Porcelain as CEO in August 2022. Mr. Kornberg currently remains on the Board but will retire as a Director immediately preceding the Fiscal 2022 Annual Meeting.
The Chief Executive Officer is responsible for general oversight of our businesses and the various executive management teams that are responsible for our day-to-day operations, and is accountable directly to the full Board of Directors.
Lawrence J. Waldman has served as our Lead Independent Director since the Fiscal 2021 Annual Meeting. The Lead Independent Director presides at meetings of the Board in the absence, or upon the request, of the Chairman; presides at executive sessions of the independent directors with authority to call additional executive sessions or meetings of the independent directors (and communicate with our CEO, as appropriate, concerning matters arising from such executive sessions); approves Board meeting dates and agendas, as well as certain information packages provided to directors, and in consultation with the Chairman and the CEO, recommends matters for the Board to consider; serves as a liaison between independent directors and the members of senior management; and evaluates, along with the members of the Executive Compensation Committee of the Board, the performance of the Company’s CEO.
We believe our overall Board leadership structure has allowed, and will continue to allow, the Board to appropriately perform its oversight functions.
Committees of the Board of Directors
Oversight
In connection with its oversight responsibilities, the Board of Directors has established certain committees, including the Audit Committee, Nominating and Governance Committee, Compensation Committee, Strategic Committee and the Science and Technology Committee, which regularly advise on potential opportunities while assessing the various significant risks that we face. These risks include financial, competitive, operational, compensation-related and technological risks. Any such risk oversight that is not specifically assigned to a Committee comes within the purview of the Audit Committee. The Compensation Committee is responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. The Board (and its various Committees) administers its risk oversight responsibilities through our CEO, COO and our CFO who, together with our other NEOs and other management of the Company’s operating subsidiaries, review and assess the operations of the businesses as well as management's identification, assessment and mitigation of the material risks affecting our operations. The Board (and its various Committees) also periodically engages outside advisors who help assess risk.
Nominating and Governance
The Nominating and Governance Committee is responsible for, among other things, identifying and evaluating candidates for election as members of our Board of Directors, reviewing matters concerning corporate governance policy, including responding to any stockholder concerns about corporate governance, overseeing the Board of Directors and committee self-evaluations that are conducted annually, developing and overseeing an orientation program for new directors and a continuing education program for all directors, and overseeing the Company’s environmental, sustainability, and governance efforts, progress, and disclosures.
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In seeking and evaluating prospective members of our Board of Directors, our Nominating and Governance Committee considers the nature and scope of our business activities and the capacity of our Board of Directors to provide oversight and positive contributions in areas of particular significance to the long-term creation of stockholder value. Areas of experience and capability that our Nominating and Governance Committee particularly believes should be represented on our Board of Directors include operational, financial reporting, finance, governance, technology expertise and experience related to our business.
The Nominating and Governance Committee identifies nominees first by evaluating the current members of the Board of Directors willing to continue in service. If any member of the Board does not wish to continue in service, or if the Nominating and Governance Committee or the Board of Directors decides not to re-nominate a member for re-election, the Nominating and Governance Committee will identify the required skills, background and experience of a new nominee, taking into account prevailing business conditions, and will source relevant candidates and present candidates to the Board of Directors. In connection with the identification of possible new directors, the Nominating and Governance Committee seeks diversity of professional experience, education, skill, gender, sexual orientation, race, ethnic or national origin, age and other qualities and attributes as compared to the current Board members. These factors are important as a diverse Board can provide different perspectives to Board discussions and decisions. As such, when an open position of the Board is available, the Board is committed to having a diverse selection of candidates prior to the selection of the final candidate.
In evaluating director candidates, the Nominating and Governance Committee generally considers the following factors:
our needs in relation to the particular competencies and experience of our other directors;
the knowledge, skills and diverse backgrounds of candidates;
familiarity with our business and businesses similar or analogous to ours; and
financial acumen and corporate governance experience.
Our Nominating and Governance Committee also believes that individual candidates should demonstrate high levels of commitment, adequate availability to actively participate in our Board of Directors’ affairs, and high levels of integrity, ethics and sensitivity to current business and corporate governance trends. Before recommending a candidate to our Board of Directors, all members of our Nominating and Governance Committee will participate in interviews with the candidate and our Nominating and Governance Committee will seek to arrange meetings between the candidate and other members of our Board of Directors. Candidates are typically identified by our Board of Directors, including with the assistance of a global search firm experienced in director candidate searches. Our Nominating and Governance Committee will consider individuals recommended by stockholders. A stockholder who wishes to recommend a candidate for consideration by the Nominating and Governance Committee should do so in writing addressed to the Nominating and Governance Committee Chairperson at Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, NY 11747 or ComtechBoard@comtech.com. Candidates recommended by stockholders will be considered according to the same standards of perceived Comtech need and potential individual contribution as are applied to candidates from other sources.
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Our Board of Directors has determined that each member of our Nominating and Governance Committee meets the independence requirements of Nasdaq. Our Nominating and Governance Committee’s Charter and our Corporate Governance Policy and Guidelines are available on our website at www.comtech.com, under the link for “Board of Directors” in the “Investor Relations” section. During fiscal 2022, our Nominating and Governance Committee held eight (8) meetings.
Audit
Our Audit Committee functions include assisting the Board in fulfilling its oversight responsibilities relating to (i) the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements (including, related risk management), (iii) the qualifications and independence of the Company’s external auditor and (iv) the performance of the Company’s internal auditing function and independent auditor. The Audit Committee engages and discharges our independent registered public accounting firm, and approves services to be performed by such firm and related fees; directs, as necessary, investigations into accounting, finance and internal control matters; reviews the plan and results of audits with our independent registered public accounting firm; oversees our internal audit function; reviewing with management our internal accounting controls; and evaluates related party transactions.
Our Board of Directors has determined that all members of our Audit Committee are qualified to be members of the Committee in accordance with Nasdaq requirements and meet the independence criteria set forth in the rules of the SEC. Our Board of Directors has determined that Mr. Waldman qualifies as an “audit committee financial expert,” as defined by SEC rules, based on his education, background and experience.
Our Audit Committee’s Charter is available on our website at www.comtech.com under the link for “Board of Directors” in the “Investor Relations” section. During fiscal 2022, our Audit Committee held five (5) meetings.
Compensation
Our Compensation Committee (formerly known as, Executive Compensation Committee and referred to throughout this Proxy Statement as the “Compensation Committee”) of our Board of Directors considers and authorizes remuneration arrangements for our executive officers and the compensation policies for all of our employees. The Compensation Committee also constitutes our Stock Option Committee which administers our stock incentive plan. The Compensation Committee determines the terms of performance-based awards for our executive officers and negotiates the terms of any employment-related agreements with our executive officers. In addition, the Compensation Committee monitors the aggregate share usage under our stock incentive programs and potential dilution of our equity-based programs, except with respect to the application of our Company’s 2000 Stock Incentive Plan to non-employee directors, which the Compensation Committee reviews and, with respect to which, may make recommendations to the full Board. The Compensation Committee also reviews the results of any advisory stockholder votes on executive compensation and considers whether to recommend adjustments to the Company’s executive compensation policies and practices in light of such votes.
Starting in Fiscal 2023, the Compensation Committee will review the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, employee engagement and talent development.
From time to time, the Compensation Committee retains executive compensation consulting firms to advise and assist it with respect to certain executive and director compensation matters.
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The Compensation Committee often requests our senior executives to be present at meetings where executive compensation and corporate and individual performance are discussed and evaluated by the Compensation Committee or the Board of Directors. At these meetings and at other times, these executives provide insight, suggestions and recommendations, as requested by the Compensation Committee, regarding executive compensation matters. The Compensation Committee also meets with our CEO to discuss his respective compensation package and his recommendations for other executives, and recommends for approval by the independent Directors the compensation of the CEO, including salary, non-equity incentives and equity-based or other long-term incentive awards, and other compensation and benefits. Ultimately, decisions regarding compensation for our NEOs (other than the CEO) are made by the Compensation Committee.
Only Compensation Committee members vote on decisions regarding executive compensation, and these votes generally take place during the “executive session” portion of the Compensation Committee meetings, when members of management are not present.
Our Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of Nasdaq. The Compensation Committee’s Charter is available on our website at www.comtech.com under the link for “Board of Directors” in the “Investor Relations” section. The Compensation Committee held twenty (20) meetings during the past fiscal year.
Science and Technology
Our Science and Technology Committee was established during fiscal 2017 to assist the Board of Directors with respect to its general oversight of significant scientific and technological aspects of the Company's businesses and operations. The Committee's functions include reviewing the Company's overall technology strategy and effectiveness of its research, development and manufacturing programs; scientific and technological aspects of new product development; receiving management reports on emerging science and technology issues that may impact the Company's overall business strategy; and reviewing the science and technology aspects of significant business development opportunities. Early in 2022, the Science and Technology Committee held several meetings directly with the Company's business units, including their senior engineers, to explore plans and strategy for research and development particularly in connection with the Company's wireless, 911 and defense businesses. Such meetings are invaluable for setting the path for the Company's technology strategy for years to come.
Our Board of Directors has determined that all members of our Science and Technology Committee are qualified to be members of the Committee based on their scientific and technological backgrounds and experience. The Committee Charter is available on our website www.comtech.com under the link for "Board of Directors" in the "Investor Relations" section. During fiscal 2022, our Science and Technology Committee held three (3) meetings.
Strategic Committee
Our Strategic Committee was formed in fiscal 2023 and so had no meetings in fiscal 2022. The primary duties and responsibilities of the Strategic Committee are to (i) provide a forum for in-depth discussion with Company management of strategic plans, long-term goals, business objectives and capital allocation decisions; and (ii) assist and advise on the strategic planning process for the Company and in developing long-term strategic plans for the Company which will maximize stockholder value; including, with respect to market trends, opportunities, risks and competitor activity, potential strategic acquisitions, divestitures, partnerships, joint ventures and business combinations, and strategic investments and other capital allocation decisions.
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Executive
Except as limited by law, our Executive Committee has the authority to act upon all matters requiring Board of Directors approval. In practice, our Executive Committee has been tasked, when necessary, with finalizing the logistics and administrative tasks associated with decisions that have been vetted by the full Board of Directors. During fiscal 2022, the Executive Committee did not hold any meetings.
Attendance
Our Board of Directors has adopted a policy which encourages directors, if practicable and time permitting, to attend our annual meetings of stockholders, either in person, by telephone or by other similar means of live communications (including video conference or webcast). All incumbent directors, who were serving as directors at the time, attended our 2021 Annual Meeting virtually.
Our Board of Directors held thirty-one (31) meetings during fiscal 2022, including regularly scheduled and special meetings.
During fiscal 2022, all of our incumbent directors attended more than 90% of the meetings held by the Board of Directors and all committees on which they served.
Engagement With Stockholders
Both our Board of Directors and our executive management team value stockholders' opinions and feedback. Maintaining an active and ongoing dialogue with our stockholders is consistent with our accountability to our stockholders and our drive to enhance stockholder value. In fiscal 2022, we hired a Head of Investor Relations who serves as the Company’s information conduit and point of contact to the investor community. In addition to actively engaging with investors and potential investors to answer questions and proactively provide information necessary for their analysis, our Head of Investor Relations develops, implements and manages a comprehensive, strategic investor relations program that communicates the Company’s value proposition to all constituents, including analysts and shareholders, and provides an opportunity to hear and discuss investors' concerns. Finally, the Head of Investor Relations regularly briefs our Board of Directors on shareholder engagement so they may act on investor recommendations in a timely manner.

Our stockholder outreach includes post-earnings communications with our CFO and Head of Investor Relations, conference participation by our CEO and CFO, one-on-one and group meetings with our CEO, CFO and Head of Investor Relations and general availability to respond to stockholder inquiries, during which we engage directly with stockholders to hear unfiltered concerns and perspectives that shape our strategy and develop a mutual understanding and trust between our stockholders and our Board of Directors and executive management team.

Our Internet website is www.comtech.com, at which you can find our filings with the SEC, including investor letters, press releases, annual reports, quarterly reports, current reports, and any amendments to those filings.

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We also make announcements regarding company developments and financial and operating performance through our corporate blog, Signals, at www.comtech.com/comtech-signals. We also use our website to disseminate other material information to our investors (on the Home Page and in the "Investor Relations" section). Among other things, we post on our website our press releases and information about our public conference calls (including the scheduled dates, times and the methods by which investors and others can listen to those calls), and we make available for replay webcasts of those calls and other presentations for a limited time.

We also use social media channels to communicate with customers and the public about our Company, our products, services, and other issues, and we use social media and the Internet to communicate with investors, including information about our stockholder meetings. Information and updates about our Annual Meetings will continue to be posted on our website at www.comtech.com in the "Investor Relations" section.

None of the information on our website, blog or any other website identified herein is incorporated by reference in this annual report and such information should not be considered a part of this annual report.
Environmental, Social and Governance (ESG) Commitments
Comtech's mission is to create value for its stakeholders through the design, development and delivery of advanced hardware, software and services to enable critical communications across satellite, terrestrial wireless and public safety networks. Comtech is proud to offer products and solutions that meet the demanding requirements of leading mobile network operators, satellite service providers, public safety systems as well as domestic and foreign military customers.

In March 2022, Comtech made public our decision to donate a pair of COMET troposcatter systems to the Ukrainian Military at the request of the country’s government. Comtech had been previously engaged with the Ukrainian Ministry of Defense to help the country modernize its legacy Soviet-era communications infrastructure. While in the process of finalizing plans to deliver troposcatter solutions to the country, the Russian Army advanced across the country’s borders in February 2022 and – understandably – Ukraine’s defense priorities immediately shifted to weapons and ammunition. Nonetheless, Ukraine would require a secure and reliable way to connect its soldiers to one another, regardless of the operating environment. We were proud to be able to donate a pair of our beyond line-of-sight communications terminals and to subsequently be awarded a Foreign Military Sales ("FMS") contract for 80 COMET terminals, as well as more than a dozen specially-designed CS67PLUS troposcatter radio upgrade kits.

Our stockholders, employees, customers, regulators, and other stakeholders are all increasingly focused on the importance of effective engagement and action on environmental, social, and governance topics. We are committed to conducting our business in ways that are principled, transparent, and accountable. The foundation of these commitments is expressed in our Standards of Business Conduct (described below), which require not only legal compliance, but also broader commitments to address ethical business practices, diversity and inclusion, and human rights.
We also aim to hold ourselves accountable by enhancing our public reporting on our policies, practices, and performance on our website, social media and regulatory filings to provide visibility into how we are meeting our commitments and responsibilities.
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We recognize the need for driving corporate responsibility within our organization, throughout our supplier network and in our communities. To drive this responsibility, we will continue to target sustainability, effective corporate governance, ethical behavior in the workplace and social responsibility, while also updating and enhancing this focus with various initiatives, including several described below. We intend to report on the progress of such initiatives throughout the year.

Environment, Sustainability and Climate Change
As part of our sustainable business model, environmental responsibility is a focus for Comtech. We incorporate environmentally sound business practices and an efficient use of materials across our technological innovation and manufacturing operations and foster environmental awareness among our employees, customers, suppliers and other key stakeholders to help protect our planet.
We are in the process of organizing a company-wide strategic sourcing group that will be accountable for tracking and driving resource reduction targets through resource-efficient manufacturing, a reduction in the use of hazardous substances, as well as the take-back, recycling and reuse of products. As part of this company-wide program, sustainability targets will be considered in connection with other employee performance goals.

We progressed our move and consolidation of our Arizona operations into a new, more efficient and sustainable location. In fiscal 2021, we commenced a 15-year lease for a new 146,000 square foot facility in Chandler, Arizona to support our long-term vision for our Satellite and Space Communications segment. We anticipate that we will substantially complete the relocation of satellite earth station production from our existing Tempe, Arizona facilities to Chandler in the first half of fiscal 2023. The new Chandler facility provides for greater operational efficiency and energy savings compared to our current Tempe facilities. The new site allows for the consolidation of production lines, consolidation of several buildings into one, a new chilled water facility, energy-efficient LED lighting and reduced commuting time for our employees.

We encourage our employees to respect the environment. To reinforce this message, we provide recycling bins at our facilities and encourage employees to use environmentally friendly commuting options such as mass transit (providing company sponsored mass transit cards) and ride share programs. Our IT department has a long-standing practice to reuse and recycle electronic equipment through green (such as, R2 certified and zero landfill policy) vendors to reduce waste. Where appropriate, we also consider work from home arrangements to eliminate commuting altogether. In fiscal 2022, we celebrated Earth Day in our company by encouraging our global employees to participate in environmentally-focused initiatives at work and in their communities.

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Social and Workplace Policies
Commitment to excellence is fundamental to the philosophy of Comtech. This commitment to excellence means that our management and employees share a common set of objectives and benefit from the achievement of those objectives.
Social Responsibility - We take responsibility for how our products impact communities. As an essential provider of critical wireless communication and location-based solutions to the U.S. government, the emergency 911 community and Mobile Network Operators (“MNOs”) around the world, good citizenship, data security and compliance with laws are priorities for the Company. We encourage our employees to act as role models for social responsibility in both their communities and in the workplace. We are evaluating incentive programs to reward employees for volunteerism. We also are in the process of establishing focused employee committees such as community service, DEIB, and charitable giving. We are intending to drive our employees’ volunteer activities specific to the culture and needs of the communities near our employees.
Standards of Business Conduct - We have adopted a written Standards of Business Conduct that applies to our Board of Directors, principal executive officer, principal financial officer, principal accounting officer, controller and to all our other employees. These standards are a guide that set our "tone at the top" and help ensure compliance with our high ethical standards. A copy of the Standards of Business Conduct is maintained on our website at www.comtech.com, under the link “Investor Relations.”
o We have a long-standing reputation for lawful and ethical behavior, a reputation to which our employees and customers, both past and present, have contributed since our beginning. Our reputation is one of our most important assets and so we continue to expand our business on the basis of integrity and trust by upholding ethical standards in all of our activities. These standards apply to all of the Company’s activities in every market that it serves. We expect all our employees and directors to perform their work with honesty, truthfulness, and integrity, and we strive to do business with customers and suppliers of sound business character and reputation.
o Our Standards of Business Conduct reinforce the Company’s ethical climate and provide basic guidelines. Our Board of Directors monitors the Company’s adherence to our Standards of Business Conduct and oversees the Company's performance in ethical business practices, diversity, inclusion, sustainability and employee health and safety.
o Comtech’s Standards of Business Conduct defines how we conduct business by providing guidance for situations in which ethical issues may arise. For example, corrupt activities such as bribery is strictly prohibited, while reporting is encouraged through our anonymous third-party OpenLine reporting system.
o All employees receive training when they start and then annually all employees are required to complete the Standards of Business Conduct certification training.
o To reinforce and align our executives to such policies, a portion of the operational performance component of our annual incentive compensation program for executives has been tied to satisfying goals of compliance and ethical behavior.
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o We intend to post on our website, as required, any amendment to, or waiver from, any provision in our Standards of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and that relates to any element of the standards enumerated in the rules of the SEC.
Whistleblower Policy - Honesty and integrity are integral to Comtech’s ability to successfully manage and operate our business. We look to our employees to participate in upholding those ideals, by informing management of situations which they believe in good faith violate our Standards of Business Conduct. In order to encourage employees to actively participate in maintaining these ideals, Comtech provides a safe method for the good faith reporting of concerning or questionable activity. The policy provides several alternatives for employees to make reports, including contacting his or her immediate supervisor, local Human Resources team member, local Subsidiary President or the Company’s Corporate Compliance Officer, or by anonymously reporting either by telephone or through a web-based hotline managed by an outside service. Comtech is committed to fairly investigating any allegations made under the whistleblower policy and taking whatever corrective action is determined to be necessary as a result of such an investigation.
Diversity - With employees and contractors spanning the world, we endeavor to build a diverse workforce to better support our global customer base. We realize that our employees are one of our most valuable assets and believe our success depends on the talent we attract and retain, which is why we are developing our first ever People Strategy. We are passionate about building meaningful employee engagement and happiness in a variety of ways that will be addressed in our People Strategy, including providing a foundation for a diverse, inclusive and equitable workplace where employees feel they belong; developing and promoting talent; supporting a competitive benefits program; and enforcing the importance of our employees’ health, safety and wellness.
o As a US federal contractor, we are subject to regular audits of our employment practices when hiring, firing, promoting, transferring, or compensating employees. Several of our facilities were in the past year subject to audits by the Office of Federal Contract Compliance Programs, which found no violations or discriminatory practices.
o We actively recruit minorities, the disabled and veterans. We hire our employees based on their individual skills, qualifications and experience, treating them with respect and dignity. We focus on expanding our diverse workforce by reaching out to institutions promoting the employment of minorities, attending recruiting events aimed at attracting talent of diverse heritage and veteran backgrounds, as well as by considering diversity of our workforce during our talent, promotion, and succession planning.
o We have also implemented diversity in hiring at the highest levels of Comtech’s leadership, both on our Board of Directors and in our executive management. Through these and other efforts, during fiscal 2022, two additional female executives were hired onto our executive leadership team, including our first female Chief Operating Officer. Three female professionals were also recently appointed to our Board of Directors ("Board") (which currently consists of 37.5% female and 62.5% male Board members). Additionally, in fiscal 2022, a member of our executive leadership team was recognized as an honoree for diversity in business based on such individual's efforts in our organization and the community.
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o Our leadership team identified several company-wide diversity initiatives such as celebrating Black History Month, Asian American Pacific Islander Heritage Month, National Hispanic American Heritage Month, International Women’s Day and Pride Month, where employees and their families are encouraged to participate, celebrate, and showcase their views, culture, and history on our social media and company-wide communication platforms. When unique stories are celebrated, employees feel connected in meaningful ways and support each other to reach our full potential.
o Our Board’s Compensation Committee has been tasked with supporting the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, employee engagement and talent development.
o We believe in everyone taking responsibility for, and working together to contribute to, Comtech’s success, which is tied to cultivating, fostering and advancing a culture of equity and inclusion.
o We introduced the role of Chief People Officer to drive diversity, equity, and inclusion efforts and culture across the enterprise.
Safety and Wellness - We strive to maintain a robust health, safety and wellness program to ensure a healthy work environment, promote workforce resiliency, and enhance business value. We encourage employee participation to identify opportunities for improvement and review and monitor our performance with safety committees on the local level. Local safety committees identify safety programs and ensure completion of all training and target learning objectives. We continue to review our business models to support flexible working arrangements, where possible, to meet the needs of our employees and our business. We continue to review CDC guidelines to monitor safety measures in all facilities in light of the lessons learned during the COVID-19 pandemic. Employee wellness is important to Comtech. All employees and their households have access to an employee assistance program, as well as a health advocate program to help with all aspects of benefits, family life, financial concerns, legal issues and transition to retirement. Assistance is available 365 days per year, 24 hours per day. We rigorously review our benefit and compensation plans to maintain competitive packages that reflect the wellness needs of our workforce and the marketplace. These programs include 401(k) plans, health and welfare benefits, among many others. We support pay equity for all employees within the same geographic area, experience level, and performance standards.
Harassment-Free Workplace - We are committed to providing a fair and harassment-free working environment. We expect that all relationships among persons in the workplace will be businesslike and free of unlawful bias, prejudice and harassment. It is our policy to promote equal employment opportunities without discrimination or harassment on the basis of race, color, national origin, religion, sex, age, disability, or any other status protected by law. We prohibit and will not tolerate any such discrimination or harassment. Employees are required to read, understand and comply with our nondiscrimination and anti-harassment policies and to promote full compliance, from time to time, employees may be required to attend training.
Responsible Supply Chain - We select partners and employees according to a goal of implementing a supply chain that is reliable, socially responsible, and sustainable. We implement a screening process of prospective employees, suppliers, vendors, representatives and customers to confirm that we are able to conduct business with them. We will support a new dedicated role, which will focus on strategic sourcing with the best partners in our supply chain including rigorous metrics which will drive and track significant improvements.
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Data Security - As an important supplier of emergency 911 systems and U.S. government communications systems, we employ sophisticated cybersecurity solutions and controls to help thwart cyberattacks, hacks and breaches of our systems. When new threats or vulnerabilities are identified, we aim to react quickly to prevent and or remedy system compromises. Although no system is foolproof, we believe we appropriately and proactively manage and control vulnerabilities as they arise. Extensive technical controls are employed throughout our physical and virtual infrastructure to reduce the risk of unauthorized access. We employ sophisticated monitoring solutions, manned 24x7, to detect potentially malicious activity, and leverage our advanced incident response capabilities to respond quickly and neutralize potential threats.
Board Engagement - Given social trends and global initiatives to both monitor and reduce a company’s impact on the environment and to ensure workplace sustainability, health and safety, our Board of Directors is fully committed to a policy of promoting such initiatives. To that end, our Board has established an enterprise-wide ESG task force supervised by our Nominating and Governance Committee.
Communications with Our Board of Directors
Stockholders may communicate with our Board of Directors, our Lead Independent Director or any other individual director by writing to us at Comtech Telecommunications Corp., Attention: Corporate Secretary, 68 South Service Road, Suite 230, Melville, NY 11747 or by sending us a message through our website at https://www.comtech.com/contact-us/.
Director Compensation
The following table provides information regarding the compensation of our outside directors for fiscal 2022. Neither Mr. Kornberg nor Mr. Porcelain received additional compensation in fiscal 2022 for their services as directors and, accordingly, have been excluded from the table. Please see the “Summary Compensation Table – Fiscal 2022” for the compensation received by Messrs. Kornberg and Porcelain with respect to fiscal 2022.
Table of Director Compensation for Fiscal 2022 (1)    
Name (2)
Fees Earned
or Paid in Cash

Stock
Awards (3)
All Other CompensationTotal
Wendi B. Carpenter$31,644 $72,000 $— $103,644 
Judy Chambers67,068 120,000 — 187,068 
Edwin Kantor32,842 195,026 — 227,868 
Ira Kaplan20,904 195,026 — 215,930 
Lisa Lesavoy67,438 120,000 — 187,438 
Robert Paul20,842 195,026 — 215,868 
Ken Peterman12,658 31,878 — 44,536 
Mark Quinlan31,644 72,000 — 103,644 
Dr. Yacov Shamash74,815 120,000 — 194,815 
Lawrence J. Waldman97,753 120,000 — 217,753 

(1) Ken Peterman, our Chairman, President and CEO, received director compensation prior to appointment as CEO.
(2) Edwin Kantor, Ira Kaplan and Robert Paul retired from the Board immediately before the Company’s 2021 annual meeting of stockholders.
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(3) These amounts represent the aggregate grant date fair value of restricted stock or restricted stock units granted on August 10, 2021 (i.e., shortly after the end of fiscal 2021) in respect of services as a member of the Board, which was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Assumptions used in the calculation of these amounts are discussed in Note 10 to our consolidated audited financial statements for the fiscal year ended July 31, 2022, included in our Annual Report on Form 10-K filed with the SEC on September 29, 2022. At that date, each of our directors received 4,476 restricted stock units, each with a grant date fair value of $26.81. Grants issued to Mr. Quinlan and Ms. Carpenter on January 3, 2022 were calculated using a market close price of $23.96. Grants issued to Mr. Peterman on May 5, 2022 were calculated using a market close price of $12.88. In the case of Messrs. Kantor, Kaplan and Paul, the amounts represent the incremental charge associated with the accelerated vesting of their outstanding equity awards in connection with their retirement from the Board.
(4) At July 31, 2022, Dr. Shamash and Mr. Waldman each held 15,000 outstanding stock options. At July 31, 2022, Mr. Quinlan and Ms. Carpenter each held 3,005 unvested restricted stock units; Ms. Lesavoy held 9,607 unvested restricted stock units; Ms. Chambers held 4,502 unvested restricted stock units; and Mr. Peterman held 2,475 unvested restricted stock units. At July 31, 2022, Dr. Shamash and Mr. Waldman each held 12,814 unvested shares of restricted stock; and Ms. Lesavoy held 4,476 unvested shares of restricted stock. At July 31, 2022, Messrs. Kantor, Kaplan and Paul did not hold any outstanding equity awards with respect to the Company.
Each director received cash for services based on their applicable annual retainer and fees for committees on which they served as outlined in the table below. Annual cash retainers are paid quarterly. Directors may elect to receive fully-vested stock units in lieu of cash retainer amounts. No meeting fees are paid. Directors are reimbursed reasonable expenses for attending meetings. In addition, during fiscal 2022, each non-employee director received a grant of restricted stock units with a grant date fair value of $120,000, pro-rated for partial years of service, which did not change as compared to the grant value of equity awards granted in fiscal 2021.
For fiscal 2022, cash fees for service as a non-employee director were as follows:
$Wendi B. CarpenterJudy ChambersFred KornbergLisa LesavoyMark R. QuinlanDr. Yacov A. ShamashLawrence J. Waldman
Director’s Annual Retainer50,000PPPPPP
Lead Independent Director Retainer30,000P
Committee Chair Fees
Audit Committee25,000P
Compensation Committee15,000P
Nominating and Governance Committee7,500P
Science and Technology Committee7,500P
Strategic CommitteeP
Executive CommitteeP
Committee Member Fees
Audit Committee10,000PP
Compensation Committee5,000PPP
Nominating and Governance Committee2,500PPP
Science and Technology Committee2,500P
Strategic CommitteePPP
Executive CommitteePP
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2022 Proxy Statement 47



BOARD OF DIRECTORS AND CORPORATE GOVERNANCE


Restricted stock units and restricted stock granted to non-employee directors after July 31, 2019 have a vesting period of five years, with 20% of the units or shares subject to the award vesting on each of the first five anniversaries of the grant date, subject to accelerated vesting upon the death of the director or a change-in-control of the Company. Restricted stock units are convertible into shares of Common Stock on a one-for-one basis, generally at the time of termination of service as a director, or earlier in certain circumstances. Stock options granted to non-employee directors in fiscal 2020 have a vesting period of five years, with 20% of the options subject to the award vesting on each of the first five anniversaries of the grant date, subject to accelerated vesting upon the death of the director or a change-in-control of the Company.

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2022 Proxy Statement 48



COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This Compensation Discussion & Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below. This CD&A also describes the Compensation Committee’s process for making NEO compensation decisions, as well as its rationale for specific decisions related to the fiscal year ended July 31, 2022.

NamePrincipal Position
Michael D. PorcelainPresident and Chief Executive Officer
Michael A. BondiChief Financial Officer
Maria HeddenChief Operating Officer
Yelena SimonyukChief Legal Officer
Nancy M. StalloneTreasurer and Corporate Secretary
Fred KornbergFormer Executive Chairman and CEO


During fiscal 2022 and early fiscal 2023, the Company undertook a program of leadership refreshment and transition resulting in a number of senior leadership changes. Effective December 31, 2021, Michael Porcelain was appointed President and Chief Executive Officer, succeeding Fred Kornberg after approximately 50 years of service to the Company. Mr. Porcelain also became a member of the Board of Directors, effective January 3, 2022. In light of his institutional knowledge and to assist with transition matters, Mr. Kornberg became an advisor to the Company assisting on technology matters and served as non-executive Chairman of the Board of Directors until July 22, 2022, and remained as a member of the Board of Directors until the Fiscal 2022 Annual Stockholder Meeting. Yelena Simonyuk was promoted to Chief Legal Officer in September 2022. In addition, Maria Hedden was appointed as Chief Operating Officer of the Company, succeeding Michael Porcelain, effective as of March 28, 2022. In early fiscal 2023, Michael Porcelain ceased to serve as President and Chief Executive Officer and member of the Board and Ken Peterman was appointed President and Chief Executive Officer. Many of the compensation decisions made in fiscal 2022 were made in connection with the fiscal 2022 management transition. Please see the section entitled “Management Transition Compensation Arrangements” for a discussion of the compensation arrangements entered into in connection with the fiscal 2022 management transition.




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2022 Proxy Statement 49



COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Fiscal 2022 Business Highlights

We believe our fiscal 2022 results demonstrate our strong market leadership positions and the resilience of our business. We navigated challenging market conditions and delivered solid financial performance, with consolidated quarterly bookings and net sales growing sequentially throughout the fiscal year. In fiscal 2022:

Consolidated net sales were $486.2 million.

Gross margins improved, year-over-year, twenty basis points to 37.0%.

Bookings were $445.5 million with a company-wide book-to-bill ratio (a measure defined as bookings divided by net sales) of 0.92x.

Backlog as of July 31, 2022 was $618.1 million (compared to $658.9 million as of July 31, 2021 and $602.3 million as of April 30, 2022). The total value of multi-year contracts that we have received, but which have not been funded and therefore not included in backlog, represent substantial additional future value, giving us revenue visibility to over $1.1 billion as of July 31, 2022. For a definition and explanation of how we calculate "backlog," see pages 11-12 of our Fiscal 2022 Annual Report on Form 10-K, in the section entitled "Item 1. Business - Backlog," filed with the SEC on September 29, 2022.

On a GAAP basis, we had an operating loss of $33.8 million, a net loss attributable to common stockholders of $43.3 million and a net loss per diluted share of $1.63. Fiscal 2022 GAAP financial results were significantly impacted by CEO transition costs, proxy solicitation costs, restructuring costs, strategic emerging technology costs for next generation satellite technology and COVID-19 related costs. On a Non-GAAP basis, we had an operating loss of $0.7 million, net loss attributable to common stockholders of $3.5 million and net loss per diluted share of $0.13. Despite being impacted by the lingering effects of the COVID-19 pandemic, increased costs due to supply chain disruptions and inflation, and the ongoing conflict between Russia and Ukraine, fiscal 2022 operating results represent substantial improvements as compared to fiscal 2021.

Adjusted EBITDA (a non-GAAP measure) was $39.3 million, or 8.1% of net sales. Our Adjusted EBITDA margin reflects lower net sales, a general rise in costs due to an inefficient global supply chain, and inflationary pressures, as well as increased investments in R&D. For a definition and explanation of how "Adjusted EBITDA" is calculated as disclosed above, see page 66 of our Fiscal 2022 Annual Report on Form 10-K, filed with the SEC on September 29, 2022.

Cash flows provided by operating activities were $2.0 million (including payments associated with the CEO transition and settled proxy contest, which aggregated to $15.9 million).



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2022 Proxy Statement 50



COMPENSATION DISCUSSION AND ANALYSIS

When evaluating our management team, in addition to the foregoing financial performance, the Compensation Committee considered factors related to the global economic environment, including geopolitical conflicts, increasing inflationary pressures, changes in government spending priorities and adverse supply chain disruptions. The Compensation Committee also weighed the management team’s ongoing commitment to ESG initiatives. In addition, the Compensation Committee considered the executive management team’s commitment to diversity, equity and inclusion.

Our Executive Compensation Practices & Policies

We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives:

Our Executive Compensation Practices
P
Significant percentage of target annual compensation delivered in the form of variable compensation tied to pre-established performance goals
P
Significant percentage of target annual compensation delivered in the form of equity awards
P
Performance objectives aligned with the creation of stockholder value
P
Use of an independent compensation consultant reporting directly to Compensation Committee providing no other services to the Company, as further described below
P
Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan
P
Robust stock ownership guidelines
P
Recoupment policy
P
Annual say-on-pay vote
P
Limited perquisites
O
We do not have tax gross-ups
O
We do not pay dividends or dividend equivalents on unearned performance-based awards under our long-term incentive plan
O
We do not allow repricing of underwater stock options under our long-term incentive plan without stockholder approval
O
We do not allow hedging or short sales or pledging of our securities
O
We do not maintain a defined benefit pension plan

Changes for Fiscal Year 2023

In consultation with the Compensation Committee’s independent compensation consultant, Pearl Meyer & Partners, throughout fiscal year 2022, the Company undertook a holistic, in-depth review of its executive compensation programs and practices and implemented a number of changes effective for fiscal 2023.

The changes are intended to enhance retention, improve alignment with prevailing market and best practices, and strengthen the program’s alignment with stockholder interests. A summary of the major changes and / or considerations related to the program’s governance and practices is provided below.

Formal compensation peer group adopted. To evaluate whether pay levels and plan design are competitive with the market for executive talent, the Compensation Committee approved a 15-company peer group of comparably-sized communications and satellite companies. The newly approved peer group will serve as the primary basis for any market-based compensation studies moving forward and will be reviewed annually for continued appropriateness.


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COMPENSATION DISCUSSION AND ANALYSIS

Annual bonuses to be paid entirely in cash. A review of the practices among the compensation peer group found the practice of paying all or a portion of the annual bonuses in stock to be out of step with market. To offer a more competitive annual cash pay opportunity and improve alignment with market practices, the Compensation Committee is strongly considering settling annual non-equity bonuses in cash beginning with fiscal 2023.
Annual RSU vesting period shortened from 5 years to 3 years. Prior to fiscal 2023, annual RSU grants vested 20% per year over a 5-year vesting period, with the unvested balance generally forfeited if the executive severed their employment for any reason. A review of peer group practices found this practice to be uncompetitive with the market, where the majority practice was 3-year vesting. Based on feedback from the independent compensation consultant, the prior practice of using a 5-year vesting period was a very limited minority practice. In addition, the Compensation Committee also approved a change to the award’s provisions such that employees who are terminated without cause will receive a pro-rated amount of their unvested award balance, based on service through the date of termination. Both of these changes were made to enhance our ability to attract and retain talent.
Annual and long-term incentive plan payout leverage curves adjusted. In order to improve alignment with the interests of our stockholders, payout opportunities for both the short- and long-term incentive plans were adjusted to provide for a greater reduction in payments for below target performance, and a competitive upside in payouts for above target performance.
Relative Total Shareholder Return ("TSR") added as a third performance metric to annual LTPS grant. In line with market practices, and in the spirit of further enhancing alignment with stockholders, long-term performance grants will now include a measurement of TSR relative to the S&P 600 Index.
Response to Say-on-Pay Advisory Vote    

At our fiscal 2021 annual meeting, 89.2% of the shares cast were voted in favor of our executive compensation program (referred to as a "say-on-pay" vote). The Compensation Committee believes the highly supportive say-on-pay votes are attributable to the pay-for-performance design of our executive compensation program. After considering the fiscal 2021 “say-on-pay” vote results, the Compensation Committee determined that the Company’s executive compensation philosophies, objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program for fiscal 2022.

What Guides Our Program

Goals and Objectives of Our Executive Compensation Program

The principal goals of our executive compensation program for our NEOs are to help us attract, motivate and retain the talent required to develop and achieve our strategic and operating goals, with a view to maximizing stockholder value.

The Compensation Committee intends for our executive compensation program to support our growth-oriented business strategy by motivating and rewarding management activities that support the creation of long-term stockholder value.




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2022 Proxy Statement 52



COMPENSATION DISCUSSION AND ANALYSIS

Our key executive officer compensation objectives are to:

Attract and retain the key leadership talent required to successfully execute our business strategy;
Align executive pay with performance, both annual and long-term;
Create a program that is internally fair and which reflects the relative contribution of each executive officer;
Strongly link the interests of executives to those of our stockholders and other key constituents;
Provide for transparency in our executive compensation practices; and
Administer executive compensation in a cost-effective manner.

Components of Total Direct Compensation

We seek to achieve these goals by placing a major portion of the executives’ total compensation at risk, in the form of annual non-equity incentive awards and long-term equity incentive awards. The Compensation Committee believes that our overall compensation program has resulted in and will continue to result in long-term alignment with the interests of our stockholders.

The principal components of our fiscal 2022 compensation program were cash, annual non-equity incentives, and long-term equity incentives. Annual base salary is provided to provide a fixed, competitive cash component of compensation in order for us to attract and retain executive talent. Annual non-equity incentives are intended to motivate and reward eligible NEOs for their efforts and contributions to our business success, as measured by key financial and operational performance metrics. Restricted stock units, stock units and long-term performance shares create compensation opportunities intended to align management’s long-term interests with those of our stockholders and to promote long-term service. We believe such cash and stock-based compensation components have been critical factors in attracting and retaining key employees and are intended to contribute to a high level of executive commitment to our business success.


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2022 Proxy Statement 53



COMPENSATION DISCUSSION AND ANALYSIS

The following table summarizes the components of total direct compensation for fiscal 2022:
Components of Total Direct Compensation



Annual
Base Salary





+
Annual Non-Equity
Incentive Awards*

These awards, which may be settled in cash or share units, will be paid only if at least 70% of financial goals and/or certain personal goals are determined to be achieved by the Compensation Committee.

Financial goals for our President and CEO, COO, CFO, Chief Legal Officer and Treasurer, who each have Company-wide responsibilities, are pre-tax profit, free cash flow and Adjusted EBITDA (each, as defined, is a non-GAAP financial metric).

All NEOs, other than our Chairman and CEO, received five specific personal goals.

If 70% of a financial goal is deemed not achieved, the allocated amount of non-equity incentive award for that goal is zero.





+
Long-Term Equity Incentive Awards

Apportioned approximately 50% each to restricted stock units and long-term performance shares





=



Total Direct Compensation

Restricted
Stock Units

Awards vesting ratably over five years (subject to limited exceptions), providing for strong retention and promoting long-term service to the Company, while aligning the interests of executives with those of stockholders.

Long-Term
Performance Shares

These awards are payable within a range of 70% to 200% of target shares if minimum financial goals relating to revenues and Adjusted EBITDA in the three-year performance period are achieved (with partial credit for goal achievement in years one and two).

If 70% of a given financial goal is deemed not achieved, the allocated amount of long-term performance shares is zero in respect of that goal.

Pay Mix
The Compensation Committee has historically utilized a “pay-for-performance” policy in developing and allocating compensation elements between long-term and short-term, and allocating between cash and non-cash compensation. The charts below show the target annual total direct compensation (excluding one-time new hire and promotion grants) of Mr. Porcelain and our other NEOs (excluding Mr. Kornberg) for fiscal 2022. These charts illustrate that a majority of executive compensation is variable (75% for Mr. Porcelain and an average of 45% for our other NEOs, excluding Mr. Kornberg). Due to Mr. Kornberg’s fiscal 2022 transition and the unique nature of his compensation for fiscal 2022 in light of such transition, he is excluded from this chart. Please see the section entitled “Management Transition Compensation Arrangements” for a discussion of the compensation arrangements entered into in connection with the fiscal 2022 management transition.


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2022 Proxy Statement 54



COMPENSATION DISCUSSION AND ANALYSIS

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When determining individual components of targeted total direct compensation, each NEO’s base salary is set by the Compensation Committee and the remainder of targeted total direct compensation is apportioned approximately 50% to annual non-equity incentive compensation and 50% to long-term equity incentive awards, with the long-term equity incentive award component then apportioned approximately 50% each to restricted stock units and long-term performance shares, both valued at the grant date. With respect to fiscal 2022, the Compensation Committee determined targeted total direct compensation for fiscal 2022 for each Messrs. Porcelain and Bondi and Mses. Simonyuk, Stallone and Hedden after discussions with Mr. Kornberg (or, in the case of Ms. Hedden, after discussions with Mr. Porcelain). Mr. Kornberg was not involved in discussions regarding his own compensation, which was deliberated upon and approved by the independent members of our Board based upon recommendations provided by the Compensation Committee.


NEO
Targeted Total Direct
Compensation
Michael D. Porcelain$3,150,000 
Michael A. Bondi992,250 
Maria Hedden1,000,000 
Yelena Simonyuk482,738 
Nancy M. Stallone509,102 
Fred Kornberg3,528,000 



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2022 Proxy Statement 55



COMPENSATION DISCUSSION AND ANALYSIS

Mr. Porcelain’s targeted total direct compensation was initially set at $2,205,000 in September 2021 but was increased to $3,150,000 in connection with his promotion to the position of Chief Executive Officer. In approving the increase, the Compensation Committee considered the competitive market, the Company’s historical pay practices and the input of Pearl Meyer. Ms. Hedden’s targeted total direct compensation was set in March 2022 in connection with her appointment as Chief Operating Officer after considering market practices, the compensation paid to Ms. Hedden’s predecessor and the compensation received from Ms. Hedden’s former employer. Ms. Stallone’s targeted total direct compensation was increased by 10.0% in connection with her promotion to Treasurer in fiscal 2021. For all other then-serving NEOs, the Compensation Committee increased total direct compensation by 5.0% in recognition that fiscal 2021 total direct compensation had remained at the same levels since fiscal 2020.

The Decision-Making Process

The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee. The Compensation Committee’s responsibilities are specified in its charter, as further described in the “Board of Directors and Corporate Governance—Committees of the Board of Directors” section of this Proxy Statement.

In making decisions regarding our executive officer compensation, Compensation Committee members also draw upon their general knowledge and understanding of what executive officers of other companies are earning, particularly in our industry, using data derived from publicly available information such as other public company SEC filings, published reports on executive compensation and, in the past, the Company’s participation in benchmark studies. Prior to fiscal 2023, the Compensation Committee had not adopted a formal peer group or formal benchmarking policy.

The Role of Management. Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Compensation Committee members are allowed to vote on decisions regarding NEO compensation. The Chairman and CEO reviewed their recommendations pertaining to other executives' pay with the Compensation Committee. Neither the Chairman nor the CEO participated in the deliberations of the Compensation Committee or Board regarding their own compensation. Independent members of the Board make all final determinations regarding the compensation of the Chairman and CEO.



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2022 Proxy Statement 56



COMPENSATION DISCUSSION AND ANALYSIS

The Role of the Independent Consultant. During fiscal 2022, the Compensation Committee engaged an independent compensation consultant to provide expertise on management transition, competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. In addition, in connection with the management transition, the Compensation Committee also engaged the Aon Rewards Solutions subdivision of Aon Consulting, Inc. (“Aon”) to advise on certain matters relating to the transition. Pearl Meyer reports, and Aon reported, directly to the Compensation Committee. Pearl Meyer did not provide any additional services to management. An Aon affiliate, Aon Financial Services Group, provides insurance advisory services to the Company. The Compensation Committee has conducted an independence assessment of Pearl Meyer and Aon in accordance with SEC rules and determined that the services rendered by Pearl Meyer and Aon did not raise any conflicts of interest.

2022 Executive Compensation Program in Detail

Annual Base Salary

Base salaries paid to our executive officers are intended to be generally competitive with those paid to executives holding comparable positions at comparably sized companies in our industry. The Compensation Committee reviews base salaries each year and, as appropriate, makes upward adjustments based on the Compensation Committee’s assessment of the executive officer’s individual performance, taking into consideration the operating and financial performance of our operations for which the executive is responsible. The Compensation Committee also considers the budgeted level of merit increases for all employees generally in determining salary adjustments for executive officers.

The Compensation Committee reviews public information regarding competitive levels of salary in our industry but has not established a policy of targeting a particular benchmarked level. The Compensation Committee’s determinations regarding salary reflect a degree of subjectivity and business judgment as to the performance and competitiveness of salary levels for each individual NEO’s position.

The annual salary rates for fiscal 2022 were as follows:
NEOSalary
Michael D. Porcelain$780,000 
Michael A. Bondi351,488
Maria Hedden485,000
Yelena Simonyuk344,793
Nancy M. Stallone333,102
Fred Kornberg865,200



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2022 Proxy Statement 57



COMPENSATION DISCUSSION AND ANALYSIS

Mr. Porcelain’s base salary was increased from $540,750 to $780,000 effective as of December 31, 2021 in connection with his promotion to the position of Chief Executive Officer, after considering market factors and the compensation previously paid to Mr. Kornberg. Ms. Hedden’s base salary was established by the Compensation Committee at the time of her hire after considering market practices, the compensation received by Ms. Hedden’s predecessor and the compensation received by Ms. Hedden at her former employer.

Non-equity Incentive Plan Awards

Non-equity incentive plan compensation is intended to motivate our eligible NEOs to achieve annual operating objectives and goals that are designed to enhance long-term stockholder value. Non-equity incentive award opportunities are based on targeted dollar amounts for each eligible NEO and include specified threshold targets (for example, 70% of financial goals must be achieved) and maximum payout levels for each financial goal and are further subject to an aggregate non-equity incentive plan award cap, set as a multiple of the eligible NEO’s annual salary. Non-equity incentive awards may be settled, as determined by the Compensation Committee, in cash or share units.

The fiscal 2022 non-equity incentive award performance goals for each of our participating NEOs as shown in the table below, were established early in the fiscal year (other than Ms. Hedden, whose performance goals were set at the time she commenced employment):

Fiscal 2022 Weighting of Non-Equity Incentive Goals
and Total Target and Maximum Amounts Payable (both in dollars)
Goals
(as defined)
Michael D. PorcelainMichael A. BondiMaria Hedden
Yelena
Simonyuk
Nancy M. Stallone
Fred Kornberg
Pre-tax profit33.3%25.0%25.0%25.0%25.0%33.3%
Adjusted EBITDA33.3%25.0%25.0%25.0%25.0%33.3%
Free cash flow33.3%25.0%25.0%25.0%25.0%33.3%
Five personal goals-25.0%25.0%25.0%25.0%-
Total Percentage100.0%100.0%100.0%100.0%100.0%100.0%
Total Target Amount$3,150,000$992,250$257,500$482,738$509,102    $3,528,000
Maximum Amount$4,725,000$1,364,344$354,063$663,765$700,015$5,292,000

Non-equity incentive awards are subject to the full negative discretion of the Compensation Committee, except that, in the case of Messrs. Kornberg and Porcelain, Mr. Kornberg’s employment agreement in effect prior to his termination of employment and Mr. Porcelain’s employment agreement entered into in connection with his promotion to Chief Executive Officer entitled them to a target annual incentive opportunity that, when combined with their respective base salaries, totaled $3,528,000 and $3,150,000 respectively, and precluded the exercise of negative discretion if the pre-set financial performance goals were achieved. Mr. Porcelain’s employment agreement further provided that, for fiscal 2022, Mr. Porcelain’s non-equity incentive award would be at least $924,380.



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2022 Proxy Statement 58



COMPENSATION DISCUSSION AND ANALYSIS

If an executive does not achieve at least 70% for one financial goal and does not meet any of their personal goals (as applicable), the amount payable to the executive is zero. In addition, the maximum payout is the lesser of (i) 1.5 times the financial target plus .25 times target for achievement of five individual goals or (ii) a pre-specified multiple of salary.

The Compensation Committee used pre-tax profits, Adjusted EBITDA and free cash flow as the financial performance goals for the annual non-equity incentive program for fiscal 2022. The Compensation Committee believes that the pre-tax profit measure is an appropriately broad financial measure that does not create distorted incentives that might impel undue risk taking. Likewise, the Compensation Committee believes that Adjusted EBITDA and free cash flow are effective performance metrics because we use these metrics in our business planning (as we do pre-tax profit), and they align our executives’ interests with the creation of long-term stockholder value.

The financial measures – pre-tax profit, Adjusted EBITDA and free cash flow – used under the non-equity incentive plan are non-GAAP measures due to adjustments we make to the corresponding GAAP financial measures. The Compensation Committee believes these adjustments make the performance measures fairer and more accurate as a year-over-year comparison, and the Compensation Committee keeps the probable effects of adjustments in mind in setting the annual target level for these performance metrics.




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2022 Proxy Statement 59



COMPENSATION DISCUSSION AND ANALYSIS

The actual fiscal 2022 non-equity incentive goals for each NEO participating in the non-equity incentive plan are illustrated in the below table:
Fiscal 2022 Non-Equity Incentive Goals
Goals
(as defined)
Michael D.
Porcelain
Michael A.
Bondi
Maria
 Hedden
Yelena
Simonyuk
Nancy M. Stallone
Fred
Kornberg
Pre-tax profit(1)$34,000,000$34,000,000$11,500,000$34,000,000$34,000,000$34,000,000
Adjusted EBITDA(2)$73,000,000$73,000,000$21,000,000$73,000,000$73,000,000$73,000,000
Free cash flow(3)$11,000,000$11,000,000$(8,000,000)$11,000,000$11,000,000$11,000,000

Personal
Goal
#1
Not AssignedIntegrate certain IT and reporting systemsAssess and streamline specified U.S. operationsStreamline and centralize legal document storageExpand depth of corporate treasury team

Not Assigned

Personal
Goal
#2
Not AssignedAchieve specified reduction in certain professional feesAssess and streamline specified foreign operationsImplement company-wide contracts processEnhance certain treasury processes

Not Assigned

Personal
Goal
#3
Not AssignedSuccessfully retain finance/accounting staffAssist with meeting facility relocation on timeUpdate company-wide policies and proceduresEffectively lead ongoing lender relationships

Not Assigned

Personal
Goal
#4
Not AssignedSupport CEO and President and COO to achieve company-wide initiativesSupport President and CEO to achieve company-wide initiativesExpand corporate legal teamExpand and improve certain third party forecast tools

Not Assigned

Personal
Goal
#5
Not AssignedMaintain a high standard of ethics and complianceMaintain a high standard of ethics and complianceMaintain a high standard of ethics and complianceMaintain a high standard of ethics and compliance

Not Assigned

(1) Pre-tax profit is calculated as GAAP income/(loss) before provision for taxes, adjusted to eliminate certain effects, if applicable, including: (i) stock-based compensation expense, (ii) amortization of newly acquired intangibles with finite lives relating to acquisitions, (iii) adjustments required by the adoption of new accounting standards, (iv) certain costs associated with exit or disposal activities, (v) certain expenses associated with the termination of employees, (vi) goodwill or long-lived asset impairment losses, (vii) expenses incurred in connection with a potential or actual business combination or change-in control matters, (viii) write-off of deferred financing costs, (ix) COVID-19 related costs, (x) strategic emerging technology costs, (xi) proxy solicitation costs, (xii) CEO transition costs and (xiii) any extraordinary items.


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COMPENSATION DISCUSSION AND ANALYSIS

(2) Adjusted EBITDA performance is calculated based on GAAP net income, adjusted to eliminate the income taxes, interest (income) and other, change in fair value of the convertible preferred stock purchase option liability, write-off of deferred financing costs, interest expense, amortization of stock-based compensation, amortization of intangibles, depreciation expense, amortization of cost to fulfill assets, estimated contract settlement costs, settlement of intellectual property litigation, acquisition plan expenses, restructuring costs, COVID-19 related costs, strategic emerging technology costs (for next-generation satellite technology), facility exit costs, CEO transition costs, proxy solicitation costs, strategic alternatives analysis expenses and other items. 
(3) Free cash flow is calculated based on our cash flow from operations as defined by GAAP, reduced by the amount paid in cash during the year for capital expenditures by Comtech (or the applicable business operations) for property, plant and equipment (net of write-offs) and, for NEOs with company-wide responsibilities, this figure is increased by the amount of actual payments during the fiscal year related to proxy solicitation and CEO transition costs.

Based on its review of Comtech’s business activity and planning going into fiscal 2022, the Compensation Committee established fiscal 2022 non-equity incentive financial and personal goals at levels designed to be challenging and, to some extent, constituting “stretch” goals at target. Specifically, in establishing goals, among other items, the Compensation Committee considered our long-term strategy, our fiscal 2022 business plan, prior fiscal years’ achievements, known opportunities and our share repurchase and cash dividend program.

The fiscal 2022 pre-tax profit goal for our NEOs remained unchanged as compared to fiscal 2021 goals, the Adjusted EBITDA goal was slightly lower as compared to fiscal 2021, and the free cash flow goal was lower as compared to the fiscal 2021 goal due to the expected higher level of capital expenditures in connection with several recently awarded contracts to deploy and operate next generation 911 services for certain states, including Arizona, Iowa, Pennsylvania and South Carolina and capital investments and tenant improvements in connection with the opening of our two new high-volume technology manufacturing centers in the United Kingdom and Chandler, Arizona. In addition, in determining the fiscal 2022 goals, the Compensation Committee considered fiscal 2021 achievements, the ongoing impact of COVID-19 on us and our customers, supply chain inefficiencies and the impact on our results of the U.S. military's withdrawal from Afghanistan.

Financial goals for our NEOs were based on projected consolidated results. The Compensation Committee believes that personal goals reduce the risk that our annual non-equity incentive program could provide an incentive to favor short-term results over long-term performance, and include a goal aimed at maintaining high standards of business ethics and legal compliance. Prior to his departure, Mr. Kornberg provided significant input on the personal performance goals for Mses. Simonyuk and Stallone, Mr. Bondi and, prior to his promotion to Chief Executive Officer, Mr. Porcelain. In his capacity as Chief Executive Officer, Mr. Porcelain provided input on the personal performance goals for Ms. Hedden. The threshold, target and maximum award payout opportunities established as specified dollar amounts for each of our NEOs are shown in the “Table of Grants of Plan-Based Awards – Fiscal 2022.”



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COMPENSATION DISCUSSION AND ANALYSIS

Our fiscal 2022 Non-GAAP pretax profit and Non-GAAP Adjusted EBITDA did not meet the threshold requirements for payouts to each of our NEOs. In the case of Non-GAAP free cash flow, the performance did not meet the threshold for payouts to each of our NEOs, except for Ms. Hedden whose goals and threshold requirement were established upon her employment start date in March 2022. At the time Ms. Hedden joined the Company, the Compensation Committee established performance goals for the remaining portion of fiscal 2022, with the goals established based on the Company’s forecasted performance at the time. In the case of Ms. Hedden, our Non-GAAP free cash flow exceeded the threshold requirement set for payout. Payouts to NEOs with individual performance goals were also enhanced by their achievement of those goals (such individual performance can contribute from 0% up to 25% of the targeted annual incentive payout), as described in the table below.

As it did in fiscal 2021, the Compensation Committee determined to pay out all or a substantial portion of the NEOs’ fiscal 2022 annual non-equity incentive awards in the form of fully vested share units with the remainder in cash. The delivery of the shares underlying the share units is deferred until the settlement date, which is generally the one year anniversary of the date of grant.

The non-equity incentive awards in fiscal 2022 for each of our participating NEOs are reflected in the “Fiscal 2022 Summary Compensation Table” as “Non-equity incentive plan compensation” and are summarized below:

Michael D.
Porcelain
(1)
Michael A.
 Bondi
(2)
Maria
Hedden
(3)
Yelena
Simonyuk
Nancy M. Stallone
Fred
Kornberg (4)
Actual Achievement of Fiscal 2022 Non-Equity Incentive Goals
(as defined)
Pre-tax profit$4,981,461$4,981,461$3,608,422$4,981,461$4,981,461$4,981,461
Adjusted EBITDA$39,263,035$39,263,035$13,461,130$39,263,035$39,263,035$39,263,035
Free cash flow$(1,722,086)$(1,722,086)$(9,251,333)$(1,722,086)$(1,722,086)$(1,722,086)
Personal goalsNot Assigned4 out of 54 out of 55 out of 54 out of 5Not Assigned
Actual Amount of Fiscal 2021 Non-Equity Incentive Award
Final non-equity incentive award payable$924,380$175,000$47,096$17,243$17,600$619,115
% of targeted amount100.0%54.6%53.0%25.0%20.0%46.5%
Number of share units issued in payment15,3244,1241,5101,542
Value of share units$175,000$47,096$17,244$17,610
% of total payout0.00%100.0%100.0%100.0%100.1%0.00%


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COMPENSATION DISCUSSION AND ANALYSIS


(1) Represents the guaranteed amount paid pursuant to the terms of Mr. Porcelain’s employment agreement.
(2) Of this portion, $64,076 represented the payout for the achievement of four of the five individual performance goals and the remaining $110,924 was a discretionary bonus paid in recognition of Mr. Bondi’s individual performance and contributions during the year.
(3) As a result of her mid-year commencement of employment, Ms. Hedden’s non-equity incentive award was pro-rated to reflect the portion of the performance period during which Ms. Hedden was employed by the Company. The values in this table reflect Ms. Hedden’s pro-rated target and actual payments. Ms. Hedden’s actual non-equity incentive award payout was 53.0% of the pro-rated target amount as compared to the actual achievement of 46.1% of the targeted amount. The minimum award was approved by the Compensation Committee on July 28, 2022.
(4) As a result of Mr. Kornberg’s termination of employment prior to the end of the Fiscal 2022 performance, and in accordance with the terms of his change-in-control agreement with the Company, the value of Mr. Kornberg’s annual non-equity incentive award was calculated based upon level of actual achievement of the performance goals applicable to his award through the date of his termination (December 31, 2021), determined in good faith by the Compensation Committee and without the exercise of negative discretion and paid in cash.

Long-term Equity Incentive Awards

In fiscal 2022, the Compensation Committee granted approximately 50% of non-salary total direct compensation to each of our NEOs in the form of long-term equity incentive awards. For each NEO, the long-term equity incentive awards were delivered equally in restricted stock units and in long-term performance shares. The Compensation Committee believes these types of share-based awards align these NEOs’ interests with those of our stockholders. The vesting terms of our equity awards are designed to provide a strong inducement for our executive officers to remain in long-term service with Comtech, and the Compensation Committee believes that the inclusion of long-term performance goals in the performance shares promotes execution of our business strategy.

The targeted dollar amount of compensation allocable to restricted stock units and long-term performance shares was converted into an estimated number of shares based on an estimated grant-date fair value (with rounding applied). The actual dollar value of restricted stock unit and performance share awards to our NEOs in fiscal 2022 are reflected in the “Fiscal 2022 Summary Compensation Table” as “Stock Awards.” The Compensation Committee intended that the two types of awards be granted in approximately equal valued amounts, valuing the long-term performance shares assuming achievement of the target level of performance.

In determining the actual amount of annual grants of long-term equity awards for each respective NEO, the Compensation Committee considered the estimated grant-date fair value of the awards. The Compensation Committee also considered each individual NEO’s past and expected overall performance and his or her potential impact on our future success and held a view toward maintaining aggregate internal pay equity. The Compensation Committee did not alter the level of long-term equity awards based on the built-up value, or absence of built-up value, of previously granted awards, or value realized by executives from previously granted awards. For fiscal 2022, the grant levels for continuing NEOs were relatively consistent with the prior year except for additional grants made in connection with the fiscal 2022 management transition, as discussed further below.



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COMPENSATION DISCUSSION AND ANALYSIS

The long-term performance shares granted in fiscal 2022, if earned, will entitle the recipient to receive shares of the Company’s Common Stock based on achievement of revenue and Adjusted EBITDA goals (equally weighted) for the performance period of fiscal 2022 through fiscal 2024. The Compensation Committee believes that long-term performance shares provide appropriate incentives for management to focus on long-term financial results, and that these performance goals correlate with the value of our Common Stock. The Compensation Committee utilized Adjusted EBITDA as an element in both the Company’s annual non-equity incentive compensation and long-term incentive programs. When designing the Company’s fiscal 2022 executive compensation program, the Compensation Committee evaluated a range of performance metrics for purposes of the Company’s incentive programs and considered input from management and Pearl Meyer. Based on such review, the Compensation Committee determined that Adjusted EBITDA continues to be viewed as a core driver of the Company’s performance and stockholder value creation and should remain a component in both the Company’s annual non-equity incentive compensation and long-term incentive programs. In recognition of the Company’s use of Adjusted EBITDA in both the annual non-equity incentive compensation and long-term incentive programs, the Compensation Committee continued its historical practice of supplementing the primary performance measures under the annual non-equity incentive compensation and long-term incentive programs with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and cash flow generation over both the short-term and long-term horizons.

In order to receive any shares under a long-term performance share award, a NEO must achieve 70% or more of at least one goal. If the performance goals are achieved at a level of 70% of target, the threshold level, the threshold number of long-term performance shares will be earned. A maximum of 200% of the long-term performance shares can be earned for achievement of the performance goals at the 200% or more level.

The fiscal 2022 awards provide for potential payout when at least 70% (and up to 200%) of an individual goal for either the one- or two-year performance periods was met, at which time the number of shares determined based on the achievement of the performance goals for the applicable one- or two-year performance period will be earned.

Long-term performance shares not earned based on one- or two-year performance periods remain earnable based on three-year performance. If performance for the three-year performance period is achieved at a level between the threshold and the target or between the target and the maximum, the payout level is determined through straight-line interpolation (meaning, in this particular scenario, the level of performance for the three-year performance period would be multiplied by the targeted number of shares to determine the number of shares ultimately earned by the participant).

Subject to the participant remaining employed by the Company through the date the Compensation Committee certifies achievement of the performance goals for the full three fiscal year period (the “Final Certification Date”), earned shares will be distributed to the participant at that time, except as provided below.



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COMPENSATION DISCUSSION AND ANALYSIS

In determining specific target levels for long-term performance goals at the beginning of fiscal 2022, the Compensation Committee established revenue and Adjusted EBITDA goals intended to motivate our executive officers to target long-term growth opportunities. The Compensation Committee established goals designed to be challenging at target for fiscal 2022 and applied an annual positive growth factor for each of the years in the three-year performance period for both revenue and Adjusted EBITDA, with achievement weighted 50% for each metric. The specific target levels for long-term performance share goals are not disclosed in this proxy statement because such data is confidential business information, the disclosure of which would result in competitive harm that could have an adverse effect on the Company.

The Compensation Committee believes that the long-term equity awards granted in fiscal 2022 to our continuing NEOs promote the creation of long-term value for stockholders. The number of restricted stock units and long-term performance shares granted in fiscal 2022 to each NEO, and their estimated fair values, were as follows:

Named
Executive
Officer

Number of Shares of Restricted Stock
Units Granted (#)
Target Number of Long-Term Performance Shares
Granted
(#)

Estimated Fair
Value of Awards
at Grant Date
($)
Michael D. Porcelain(1)(2)28,32228,2321,445,649
Michael A. Bondi(1)5,9765,976320,433
Maria Hedden (2)2,8332,83388,900
Yelena Simonyuk1,2871,28769,009
Nancy M. Stallone(1)1,6421,64288,044
Fred Kornberg (1)24,83124,8311,331,438

(1) Messrs. Porcelain, Bondi, Kornberg and Ms. Stallone were Qualified Long-Term Employees as of the grant date.
(2) Excludes one-time equity awards with respect to 14,608 shares and 25,494 shares granted to Mr. Porcelain and Ms. Hedden, respectively, in connection with their respective promotions and hire, as well as 24,831 incremental shares granted to Mr. Kornberg based on the company’s performance through December 31, 2021, and the grant to Mr. Kornberg of 52,171 restricted shares in connection with his consulting services. Please see the section entitled “Management Transition Compensation Arrangements” for a discussion of the compensation arrangements, including these new grants, entered into in connection with the fiscal 2022 management transition.

The restricted stock units and long-term performance shares for each of the NEOs (other than certain grants to Ms. Hedden, and to Mr. Porcelain in connection with his promotion to Chief Executive Officer) were granted in early August 2021 with a grant-date fair value per share of $26.81. Ms. Hedden’s restricted stock units and long-term performance shares were granted March 31, 2022, with a grant-date fair value per share of $15.69.

All annual restricted stock units granted to NEOs in fiscal 2022 provided for vesting at 20% per year on the first five anniversary dates of the grant date. The long-term performance shares vest as described above, with any settlement to occur (except in limited circumstances such as death or disability) following the end of the three-year performance period. All equity awards are subject to accelerated vesting in specified circumstances, as further described in the section entitled “Summary and Table of Potential Payments Following a Change in Control or Upon Termination” section of this Proxy Statement.


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COMPENSATION DISCUSSION AND ANALYSIS


On July 31, 2022, the three fiscal-year performance period for the long-term performance shares granted in fiscal 2020 ended. For these awards, for the then-serving NEOs with company-wide responsibilities at the time of the grant, the performance goal for revenues was achieved at 75.8% and the performance goal for Adjusted EBITDA was below the threshold resulting in a performance level achievement of 0%, calculated as described above with respect to the annual incentive program. As such, the aggregate performance level was 37.9% of target (the target revenue goal equaled $2,224,930, with actual performance equal to $1,684,649). Based on these results, the then-serving NEOs (other than Ms. Stallone who did not receive a long-term performance grant in fiscal 2020) received the following shares: Mr. Porcelain – 28,226 shares (determined pursuant to the terms of his change-in-control agreement, calculated as 200% of the target LTIP amount due to his separation from the Company); Mr. Bondi – 2,048 shares; and Ms. Simonyuk – 407 shares.

As of July 31, 2022, based on fiscal 2021 and 2022 performance, long-term performance shares potentially issuable for performance during the fiscal 2021 through fiscal 2023 performance period and the fiscal 2022 through fiscal 2024 performance period have met interim performance goals for the earning of shares as follows: Mr. Porcelain – 103,858 shares (determined pursuant to the terms of his change-in-control agreement, calculated as 200% of the target LTPS amount due to his separation from the Company); Mr. Bondi – 5,891 shares; Ms. Simonyuk – 1,185 shares; and Ms. Stallone – 1,569 shares. Due to her hire date, Ms. Hedden has no outstanding awards of long-term performance shares for the fiscal 2021 through fiscal 2023 performance periods. Long-term performance shares potentially issuable to Ms. Hedden for performance during fiscal 2022 through fiscal 2024 performance periods are 376.

Management Transition Compensation Arrangements

As noted above, during fiscal 2022, there were a number of changes in senior management. The Compensation Committee determined the compensation under the transition compensation arrangements based on its review of the compensation received by the NEO’s predecessor at the Company, the Compensation Committee’s general assessment of market data and, in the case of Ms. Hedden, based on the compensation she received at her prior employer. In addition, Pearl Meyer advised the Company with respect to the compensation of Mr. Porcelain and the Compensation Committee received input from Aon with respect to the transition compensation of Mr. Kornberg.



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COMPENSATION DISCUSSION AND ANALYSIS

Michael Porcelain

On October 14, 2021, the Company announced that Mr. Porcelain would become Chief Executive Officer, succeeding Mr. Kornberg, effective December 31, 2021. In connection with such appointment, Mr. Porcelain entered into an employment agreement with the Company, which was scheduled to expire on December 31, 2024. Pursuant to Mr. Porcelain’s employment agreement, Mr. Porcelain’s annual base salary was set at $780,000, with total compensation (including salary and incentive compensation opportunities) to be no less than $3,150,000 per fiscal year. In addition, for fiscal year 2022, Mr. Porcelain’s non-equity incentive award was to be at least $924,380 and he was granted restricted stock units and long-term performance shares with an aggregate grant date value equal to an amount reflecting the increase in Mr. Porcelain’s total direct compensation in fiscal 2022 to $3,150,000. The RSU grant was scheduled to vest over five-years and the LTPS grant was scheduled to vest over three years, subject to the achievement of performance goals which are the same as Mr. Porcelain’s annual incentive compensation awards for fiscal year 2022. Additionally, Mr. Porcelain received a grant of restricted stock units with a fair market value equal to $350,000, which were scheduled to vest over the next three years on the anniversary of January 3, 2022, subject to certain conditions.

On August 10, 2022, the Company announced the mutually agreed separation of Mr. Porcelain as President and Chief Executive Officer and member of the Board of Directors. The Company entered into a separation agreement with Mr. Porcelain, which reflected the severance amounts payable to Mr. Porcelain for a termination without cause under his employment agreement. Pursuant to the separation agreement, the parties agreed that Mr. Porcelain would receive certain payments and benefits if he executed and did not revoke a release of claims in favor of the Company. In exchange, the Company agreed that all of Mr. Porcelain’s outstanding and unvested stock options and other equity awards (excluding long-term performance share or similar performance-vesting equity awards), would become immediately vested and exercisable (if subject to exercise) and all restrictions on such awards would lapse as of the date of his separation of employment, and further, that Mr. Porcelain’s long-term performance share or similar performance-vesting equity awards would immediately vest at the maximum performance target as described in the applicable award agreement. Pursuant to the separation agreement, the Company was also obligated to pay to Mr. Porcelain a lump sum cash severance payment in the amount of $3,431,552. Additionally, pursuant to the separation agreement, the Company was also obligated to continue Mr. Porcelain’s participation in the Company’s employee medical, dental and vision plans at the Company’s expense for a period of twenty-four (24) months. Further, pursuant to the company-wide severance plan, Mr. Porcelain was also paid five weeks of salary plus an amount equivalent to accumulated but unvested restricted sick time.



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COMPENSATION DISCUSSION AND ANALYSIS

Fred Kornberg

In connection with the appointment of Mr. Porcelain as Chief Executive Officer, Fred Kornberg ceased serving as Chief Executive Officer on December 31, 2021, after approximately fifty years of service to Comtech. Mr. Kornberg continued to serve as Chairman of the Board. As a result of the termination of Mr. Kornberg’s employment, he became contractually entitled to severance payments pursuant to his existing change-in-control agreement. In addition, in connection with his termination of employment, all of Mr. Kornberg’s unvested long-term performance shares became fully, immediately vested at the maximum performance target as described in the applicable award agreement, to be settled at future annual Board certification dates. With respect to the long-term performance shares granted in fiscal 2020, Mr. Kornberg therefore earned 75,740 shares.

On January 3, 2022, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Kornberg, pursuant to which he serves as a Senior Technology Advisor to Comtech. In addition to providing consulting services, Mr. Kornberg also agreed to: (i) comply with the restrictive covenants specified in the Consulting Agreement, (ii) the assignment of his rights to any inventions related to Comtech’s business during his almost fifty years of employment and (iii) the execution of a release of claims against the Company. Under the terms of the Consulting Agreement, Mr. Kornberg is paid a monthly fee equal to the rate of $500,000 annually. In addition, Mr. Kornberg received a grant of restricted stock with a grant date fair value equal to $1,250,000 and is entitled to another restricted stock grant with a grant date fair value equal to $1,000,000 on January 1, 2023. Each restricted stock grant is scheduled to vest 1/12 on the date of grant and in eleven equal monthly installments thereafter. Under certain conditions, the Company is allowed, at its option, to pay cash equal to $1,000,000 in lieu of the restricted stock grant to be issued on January 1, 2023. The initial term of the Consulting Agreement is for two years; however, it may be terminated: (i) by action of the Board, for cause or due to disability, (ii) due to the death of Mr. Kornberg or (iii) by mutual agreement of the Company and Mr. Kornberg.

Subject to the Company exercising an additional one-year consulting term, Mr. Kornberg is also entitled to earn a monthly fee equal to the rate of $500,000 annually, plus an additional restricted stock grant with a grant date fair value of $750,000 with vesting terms similar to those described above.

Mr. Kornberg received no additional compensation for serving as Chairman or a member of the Board of Directors. Mr. Kornberg has retired from the Board of Directors effective immediately preceding the 2022 annual meeting of stockholders.



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COMPENSATION DISCUSSION AND ANALYSIS

Maria Hedden

Ms. Hedden was appointed as the Company’s Chief Operating Officer, effective as of March 28, 2022. Under the terms of Ms. Hedden’s offer of employment, the Compensation Committee established a total direct compensation target of $1,000,000, consisting of a base salary of $485,000, a non-equity incentive target of $257,500, $128,750 of restricted stock units (which vests 20% per year ratably over the next five years) and $128,750 of performance-based restricted stock units covering the three annual fiscal years ending July 31, 2024. The actual amounts for fiscal 2022 were pro-rated based on Ms. Hedden’s start date. In addition, the Compensation Committee granted Ms. Hedden a one-time equity award of restricted stock units with a grant date fair value of $400,000, subject to cliff vesting on the fifth anniversary of the grant date and receipt conditioned upon Ms. Hedden’s continued active employment through the vesting date. Ms. Hedden is eligible to participate in the Company’s broad-based severance plan.

Ken Peterman

Following the conclusion of fiscal 2022, the Company and Mr. Peterman entered into an Employment Agreement (the “CEO Employment Agreement”), which is scheduled to expire on August 9, 2025 and which governs the terms of his employment as Chief Executive Officer of the Company.

The CEO Employment Agreement provides for an initial annual base salary of $750,000, an annual target bonus opportunity equal to 100% of base salary, an annual target grant of $500,000 in restricted stock units (vesting in equal annual installments over three years), an annual target grant of $750,000 in long-term performance shares (vesting on the third anniversary of the grant date based on achievement of performance objectives relating to Adjusted EBITDA, revenue and relative TSR compared to the S&P 600), a one-time grant of 200,000 long-term performance shares eligible to vest upon the achievement of certain stock price targets, and a one-time cash sign-on bonus in the amount of $1,000,000 to be used to purchase shares of the Company’s common stock in open market transactions. Mr. Peterman’s severance benefits are primarily reflected in the CEO Employment Agreement, as he is not a party to a change-in-control agreement (the Company’s change-in-control agreements are described beginning on page 72 of this Proxy Statement).
Other Compensation Policies, Practices and Guidelines

Annual Compensation Risk Assessment

The Compensation Committee is responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. Each year, in conjunction with management, the Compensation Committee conducts a risk assessment of the Company’s compensation policies and practices to ascertain any potential material risks that may be created by the policies and practices. The Compensation Committee considered the findings of the assessment and concluded that the Company’s compensation programs and practices are aligned with the interests of our stockholders, appropriately reward pay for performance, and do not promote excessive or imprudent risk-taking.

Minimum Equity Ownership Guidelines and Mandatory Holding Periods
Our Board of Directors has adopted minimum equity ownership guidelines and related holding requirements for our NEOs and our non-employee directors, which must be achieved during a five-year phase-in period after the NEO or director first becomes subject to the guidelines. The Board believes these guidelines further align our NEOs’ and our non-employee directors’ interests with the interests of our stockholders.


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COMPENSATION DISCUSSION AND ANALYSIS


The minimum equity ownership guidelines for our continuing NEOs and our non-employee directors are as follows:

TitleMinimum Equity Ownership Interest
CEO3x annual base salary
Non-Employee Directors6x annual cash retainer
All Other NEOsLower of 2x annual base salary or 20,000 shares

Shares owned outright as well as unvested RSUs and performance shares will be considered as ownership under the guidelines; however, unexercised stock options will not be considered to constitute ownership of shares for purposes of the share ownership guidelines.

As of July 31, 2022, all of our continuing NEOs and our non-employee directors held equity positions that met their full applicable guidelines or were within the five-year phase-in period.

Recoupment (“Clawback”) Policy
Our non-equity incentive award payouts and equity awards made to all of our NEOs are subject to a recoupment policy (often referred to as a “clawback” policy). Pursuant to the recoupment policy, under certain circumstances, including if the NEO were to engage in certain activities that would be grounds for termination for cause, if the employee competed with us or if the employee engaged in other specified activities detrimental to us (i) the NEO would be required to forfeit a specified portion of the annual non-equity incentive award, and (ii) the NEO would forfeit all equity awards (whether or not vested) and would be required to repay the Company the full value (if any) of such awards that the NEO received. The foregoing is in addition to the requirement under the Sarbanes-Oxley Act of 2002 of the CEO and CFO to reimburse certain equity-based incentive compensation in the event of certain accounting restatements.

The recoupment policy with respect to the equity awards applies through the date that is the later of (i) one year following the termination of the NEO’s employment, or (ii) one year following the NEO engaging in such activities.

A specified portion of non-equity incentive payouts may also be forfeited if, during the 12 months after payment to the NEO, the NEO voluntarily terminates employment, subject to exceptions in specified circumstances (e.g., a NEO with a Tier 1 change-in-control agreement who voluntarily terminates employment for “modified good reason,” as defined in the agreement).



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2022 Proxy Statement 70



COMPENSATION DISCUSSION AND ANALYSIS

Anti-Hedging and Anti-Pledging Policy
The Board of Directors believes that it is inappropriate and undesirable for its executives (including NEOs), directors or officers of Comtech to engage in hedging transactions that lock in the value of holdings in equity securities of Comtech. Such transactions, by allowing the insiders to own equity securities of Comtech without the full risks and rewards of ownership, potentially separate the insiders’ interests from the public holders of such securities. The Board also recognizes that pledging by executives, directors or officers of Comtech’s equity securities as collateral for indebtedness creates the risk of an unplanned sale that may occur at a time when the executive, director or officer is aware of material nonpublic information or is otherwise not permitted to trade in Comtech’s securities. The Board has therefore adopted a policy which establishes certain prohibitions against hedging or pledging transactions involving equity securities of Comtech by executives, directors and officers as well as their designees in accordance with the terms herein.

Executives, directors and officers of Comtech or any subsidiary of Comtech, and their designees, are prohibited from: (a) purchasing any financial instruments or engaging in any transactions that are designed to hedge or offset or have the effect of hedging or offsetting any decrease in the market value of equity securities of Comtech, including, without limitation, prepaid variable forward contracts, equity swaps, collars, exchange funds and transactions with economic consequences comparable to the foregoing financial instruments; and (b) pledging equity securities of Comtech as collateral for a loan, purchasing such securities on margin, or holding such securities in a margin account.

Any violation of this anti-hedging and anti-pledging policy may result in disciplinary action by the Company, including suspension without pay, loss of pay or bonus, demotion or other sanctions, dismissal for cause, and loss of severance benefits.
Indemnification Agreements
Each of the Company’s directors and officers is entitled to indemnification under our By-Laws and Restated Certificate of Incorporation. We have entered into indemnification agreements with all of our NEOs and each member of our Board of Directors that provide for indemnification by the Company against certain liabilities incurred in the performance of their duties.
Delinquent with Section 16(a) Reports
Section 16(A) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% shareholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). To the Company’s knowledge, based solely on a review of reports furnished to it, for fiscal 2022, all of the Company’s officers, directors and ten percent holders have made the required filings other than one Form 4 filing, filed May 16, 2022, regarding one share issuance to Mr. Peterman, which was filed late, due to an administrative delay/error in transferring access to Mr. Peterman’s required codes for electronically filing his Form 4 with the SEC.


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2022 Proxy Statement 71



COMPENSATION DISCUSSION AND ANALYSIS

Other Annual Compensation and Benefits
Although direct compensation, in the form of salary, non-equity incentive awards, as applicable, and long-term equity incentive awards provide most of the compensation to each NEO, we also provide for the following items of additional compensation:

Retirement savings are provided by our tax qualified 401(k) plan, in the same manner available to all U.S. employees. This plan includes an employer matching contribution that is intended to encourage employees (including our NEOs) to save for retirement.

Health, life and disability benefits are offered to NEOs in the same manner available to all of our U.S. employees. However, Mr. Kornberg (prior to his termination of employment) and our CFO are enrolled in non-Company sponsored medical plans. Our President and Chief Executive Officer and certain NEOs are also eligible to be reimbursed for additional life insurance.

Perquisites are provided at modest levels to certain NEOs, primarily in the form of an automobile allowance. These perquisites are intended to recognize senior employee status. Additional information is set forth in the “All Other Compensation” column of the “Fiscal 2022 Summary Compensation Table.”

Employment Agreements and Change-in-Control Practices

Employment Agreements with our NEOs

The Compensation Committee generally has relied on its history of fair treatment of NEOs as a basis for not entering into employment agreements, other than with respect to the Chief Executive Officer role. Our employment agreements have been intended to promote careful and complete documentation and understanding of employment terms, prevent uncertainty regarding those terms, promote good disclosure of those terms, help meet regulatory requirements under tax laws and other regulations and avoid frequent renegotiation of the employment terms. Please see the “Management Transition Compensation Arrangements” section for a summary of the Employment Agreement entered into with Mr. Porcelain in connection with his appointment to the Chief Executive Officer role.

Change-in-Control Agreements with our NEOs

We have entered into change-in-control agreements with each of the NEOs, other than Ms. Hedden, because we believe they provide important protection to our NEOs in the form of improved job security, and also provide us a number of important benefits. First, they permit our NEOs to evaluate a potential change-in-control transaction while relatively free of concern for his or her own situation, minimizing the conflict between his or her own interests and those of our stockholders. Second, transactions take time to unfold, and ensuring a stable management team remains in place during the pendency of negotiations can help to preserve our operations in order to enhance the value delivered to the buyer – and thus the price paid to our stockholders – from a transaction. Third, if a transaction falls through, keeping our management team intact can help us to continue our business without undue disruption. Finally, the Compensation Committee believes that one of our greatest strengths is our management and workforce, so job security and protection is provided so that an acquirer could be expected to pay more to acquire the Company with the team remaining intact after the acquisition.



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COMPENSATION DISCUSSION AND ANALYSIS


The change-in-control agreements with our NEOs contain “double-trigger” clauses. In other words, before any individual NEO could receive any change-in-control payments, two events must occur: (i) a “change-in-control” (as defined in the 2000 Stock Incentive Plan) and (ii) the NEO is terminated by the Company without “cause” or circumstances arise constituting “good reason” (as those terms are defined in the agreement), in each case, within two years of a change-in-control. Tier 1 change-in-control agreements also provide for severance payments and other benefits outside of the change-in-control protected period. None of our change-in-control agreements provide for any tax “gross-up” entitlements. Instead, the agreements provide that payments would be reduced to an amount that does not trigger the excise tax under Section 280G of the Internal Revenue Code of 1986, as amended, but only if doing so would place the NEO in a better net after-tax position than if no such reduction occurred and the payments to the NEO were subject to the excise tax. If the excise tax is triggered, however, it will be payable by the NEO without reimbursement by the Company. These agreements are described further in the section entitled “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination.”


Compensation Committee Report

Our Compensation Committee has furnished the following report. The information contained in this “Compensation Committee Report” is not to be deemed to be “soliciting material” or to be “filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K of the Exchange Act with management.

Based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended July 31, 2022 for filing with the SEC.


                
Compensation Committee
Mark Quinlan, Chairperson
Wendi B. Carpenter
Lisa Lesavoy
Lawrence J. Waldman


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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Interlocks and Insider Participation

During fiscal 2022, Messrs. Waldman, Shamash, and Quinlan and Mses. Carpenter and Lesavoy served as members of our Compensation Committee. No member of our Compensation Committee (i) is or was, during fiscal year 2022, an employee or an officer of Comtech or its subsidiaries, (ii) was previously an officer of Comtech or its subsidiaries or, (iii) has any relationship requiring disclosure as a related person transaction.

During fiscal 2022, no executive officer of Comtech served as a director or a member of the compensation committee of another company whose executive officers served on the compensation committee of Comtech. During fiscal 2022, Mr. Porcelain served as a director, chairman of the audit committee and member of the nominating committee of Air Industries Group. No interlock exists as a result of these roles.


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FISCAL 2022 COMPENSATION TABLES


Executive Compensation
The table below provides information concerning the compensation of our NEOs for the fiscal years ended July 31, 2022, 2021 and 2020.
Summary Compensation Table - Fiscal 2022
Name and
Principal Position (1)
Fiscal Year
Salary
($)
Bonus
(2)
($)
Option
Awards
($)
Stock
Awards
(3)
($)
Non-Equity
Incentive Plan
Compensation
(4)
($)
All Other
Compensation
(5)
($)
Total
($)
Michael D. Porcelain2022659,795924,3801,795,65626,6343,406,465
President and Chief2021525,000787,530924,38024,4172,261,327
Executive Officer2020525,000386,400787,505548,28343,1882,290,376
Michael A. Bondi2022351,488431,35764,07617,923864,844
Chief Financial Officer2021341,250301,908339,26117,547999,966
2020341,25029,808301,878210,18440,369923,489
Maria Hedden
Chief Operating Officer
2022149,231488,90047,0965,969691,197
Yelena Simonyuk2022344,79369,00917,24413,539444,585
Chief Legal Officer2021334,75060,01473,0656,909474,738
2020334,75060,04148,5091,500444,800
Nancy M. Stallone2022333,10288,04417,61019,542458,298
Treasurer and2021302,82080,03093,91118,155494,916
Corporate Secretary2020302,82080,01570,00131,712484,548
Fred Kornberg2022498,6692,581,455619,1154,816,3858,515,624
Former Executive2021840,0001,260,0081,551,993234,8373,886,838
Chairman and CEO2020840,000552,0001,260,020833,654227,8323,713,506

(1) As noted in the CD&A, during fiscal 2022 and early fiscal 2023, the Company undertook a program of leadership refreshment and transition resulting in a number of senior leadership changes. Effective December 31, 2021, Michael Porcelain was appointed President and Chief Executive Officer, succeeding Fred Kornberg, with Mr. Kornberg remaining Chairman of the Board until July 22, 2022, a Director until the Fiscal 2022 Annual Stockholder Meeting and an advisor to the Company pursuant to a Consulting Agreement. Yelena Simonyuk was promoted to Chief Legal Officer in September 2022. In addition, Maria Hedden was appointed as Chief Operating Officer of the Company, succeeding Michael Porcelain, effective as of March 28, 2022. In early fiscal 2023, Michael Porcelain ceased to serve as President and Chief Executive Officer and member of the Board and Ken Peterman was appointed President and Chief Executive Officer.
(2) The amount reported in fiscal 2022 for Mr. Porcelain represents the guaranteed non-equity incentive award for fiscal 2022, payable pursuant to the terms of his employment agreement.
(3) The amounts reported for fiscal 2022 represent the aggregate grant date fair value of grants of performance-based restricted stock units (considered Performance Shares under our 2000 Stock Incentive Plan and also referred to as "long-term performance shares" in this Proxy Statement) and time-vested restricted stock units and restricted stock, calculated in accordance with FASB ASC Topic 718 granted in fiscal 2022. Assumptions used in the calculation of these amounts are discussed in Note 10 to our consolidated audited financial statements for the fiscal year ended July 31, 2022, included in our Annual Report on Form 10-K filed with the SEC on September 29, 2022.
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FISCAL 2022 COMPENSATION TABLES


Performance-based restricted stock units awarded in fiscal 2022 have a three-year performance period (fiscal 2022 through fiscal 2024). The number of restricted stock units that may be earned based on performance over the full performance period can range from 70% of the target number if performance goals are achieved at the threshold performance level, to 200% of the target number if performance goals are achieved at the maximum performance level or zero if not achieved. See "Compensation Discussion and Analysis" and the "Table of Grants of Plan-Based Awards - Fiscal 2022." No part of the performance-based restricted stock units will be earned if such performance fails to reach the threshold performance level for at least one of the performance goals. The amounts included for fiscal 2022 in this column are the grant date fair values of the target number of performance-based restricted stock units, which was the probable level of achievement at the time of grant, together with the fair values of the full number of time-based restricted stock units and/or restricted stock granted to the indicated NEO. In fiscal 2022, stock awards included restricted stock units as follows: Mr. Porcelain, $1,072,832 (with the amount for Mr. Porcelain including a restricted stock unit grant with a grant date fair value of $350,000 granted in connection with his appointment to Chief Executive Officer); Mr. Bondi, $160,217; Ms. Hedden, $444,450 (with the amount for Ms. Hedden representing a pro-rated amount of time-vested restricted stock units as a result of her mid-year commencement of employment) and including a restricted stock unit grant with a grant date fair value of $400,000 granted in connection with Ms. Hedden’s commencement of employment); Ms. Simonyuk, $34,504; Ms. Stallone, $44,022; and Mr. Kornberg, $1,915,736 (with the amount for Mr. Kornberg including a restricted stock grant with a grant date fair value of $1,250,000 granted for Mr. Kornberg’s consulting services). In fiscal 2022, stock awards also included performance-based restricted stock units as follows: Mr. Porcelain, $722,824; Mr. Bondi, $160,217; Ms. Hedden, $44,450 (representing a pro-rated amount as a result of her mid-year commencement of employment); Ms. Simonyuk, $34,504; Ms. Stallone, $44,022; and Mr. Kornberg, $665,719. If the performance goals for the three-year performance period were to be achieved at the maximum levels, the grant-date fair value of the performance-based restricted stock units included in the amounts in this column would be as follows: Mr. Porcelain, $1,445,648 (rather than $722,824 at target); Mr. Bondi, $320,433 (rather than $160,217 at target); Ms. Hedden, $88,900 (rather than $44,450 at target); Ms. Simonyuk, $69,008 (rather than $34,504 at target); Ms. Stallone, $88,043 (rather than $44,022 at target); and Mr. Kornberg, $1,331,438 (rather than $665,719 at target). Dividends and dividend equivalents accrue as cash amounts on the 2022 performance-based and time-based restricted stock unit awards and restricted stock awards granted, subject to the same performance-based and time-based vesting requirements that apply to the underlying award. In addition, the amount reported for Mr. Bondi includes fully vested share units granted to Mr. Bondi on July 28, 2022 as a discretionary bonus for fiscal 2022.

(4) Non-equity incentive plan compensation for each fiscal year was settled at or shortly after fiscal year end upon final approval by the Compensation Committee and subject to the issuance of the Company’s annual audited financial statements. Awards granted in fiscal 2022 were settled in fully vested share units, except for Mr. Kornberg. As a result of Mr. Kornberg’s termination of employment prior to the end of the Fiscal 2022 performance, and in accordance with the terms of his change-in-control agreement with the Company, the value of Mr. Kornberg’s annual non-equity incentive award was calculated based upon the level of actual achievement of the performance goals applicable to his award through the date of his termination (December 31, 2021), as determined by the Compensation Committee and without the exercise of negative discretion and paid in cash. The amount payable for Ms. Hedden reflects the minimum non-equity incentive award for fiscal 2022 approved by the Compensation Committee on July 28, 2022. Ms. Hedden’s actual non-equity incentive award payout was 53.0% of the pro-rated target amount as compared to the actual achievement of 46.1% of the targeted amount.

(5) See “Details of All Other Compensation” table below. Amounts in this table reflect amounts reported in each individual NEO’s IRS Form W-2 relating to the calendar year that ended during such fiscal year.

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FISCAL 2022 COMPENSATION TABLES


Details of All Other Compensation
Name
401(k) Matching Contribution
($)
Term Life
Insurance
($)
Automobile
Allowance
($)
Health Savings Account Matching Contribution
/Medical Allowance
($)
Consulting Fees
($)(a)
Severance Payments and Benefits ($)(b)
Total
“All Other”
Compensation
($)
Michael D. Porcelain12,20012,9341,50026,634
Michael A. Bondi11,1108126,00017,923
Maria Hedden5,9695,969
Yelena Simonyuk12,0391,50013,539
Nancy M. Stallone12,0426,0001,50019,542
Fred Kornberg5,3248,4756,250250,0004,546,3364,816,385

(a) Amount represents the consulting fee paid to Mr. Kornberg pursuant to the terms of his consulting agreement.
(b) Amount represents a cash payment equal to two times the sum of his base salary and an amount equal to the target non-equity incentive award opportunity for fiscal 2022 payable in accordance with the terms of the change-in-control agreement ($4,393,200), an additional payment of $153,136 representing five (5) weeks of salary, unused sick time, and 24-months of dental and vision coverage.
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FISCAL 2022 COMPENSATION TABLES


Table of Grants of Plan-Based Awards - Fiscal 2022
(1)
Estimated Future Payouts
Under Fiscal 2022 Non-Equity
Incentive Plan Awards
(2)
Estimated Future Payouts
Under Fiscal 2022 E