Comtech Telecommunications Corp.
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cmtl-20231116
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Notice of Fiscal 2023 Annual Meeting of Stockholders and
Proxy
Statement
Comtech Telecommunications Corp.
Virtual Webcast Only
December 14, 2023 at 10:00 a.m. Eastern Time
at www.virtualshareholdermeeting.com/CMTL2023
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.

NOTICE OF FISCAL 2023 ANNUAL MEETING OF STOCKHOLDERS
F
November 16, 2023
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 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting” or the “Annual Meeting”) of Comtech Telecommunications Corp. (“Comtech” or the “Company”), scheduled to be held on December 14, 2023 at 10:00 a.m. Eastern Time in a virtual meeting format only, via a live webcast. The Notice of Fiscal 2023 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 named in this proxy statement under Proposal 1, “FOR” each of Proposals 2, 4, and 5 and “ONE YEAR” for Proposal 3 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 2023 Annual Meeting of Stockholders to be Held on December 14, 2023.
Our Proxy Statement and Fiscal 2023 Annual Report are available at:
www.proxyvote.com and www.comtech.com.
Sincerely,
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Ken A. 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) 800-5195
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833
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2023 Proxy Statement
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NOTICE OF FISCAL 2023 ANNUAL MEETING OF STOCKHOLDERS
Date
December 14, 2023
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/CMTL2023, 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 October 16, 2023. Such stockholders are urged to submit the enclosed proxy card, voting “FOR” all the director nominees under Proposal 1, “FOR” each of Proposals 2, 4, and 5, and “ONE YEAR” for Proposal 3, 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) 800-5195
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833
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2023 Proxy Statement
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NOTICE OF FISCAL 2023 ANNUAL MEETING OF STOCKHOLDERS
Items of Business
1. To elect the six directors named in this proxy statement to serve until the fiscal 2024 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 conduct an advisory vote to approve the frequency of future advisory votes on the compensation of our Named Executive Officers.
4. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending July 31, 2024.
5. To approve the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan.
We will also transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The Board unanimously recommends that stockholders vote "FOR" the election of all director nominees under Proposal 1, “FOR” each of Proposals 2, 4, and 5 and “ONE YEAR” for Proposal 3, to be presented at the 2023 Annual Meeting using the enclosed proxy card.
Meeting Details
See 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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Donald E. Walther
Chief Legal Officer and Corporate Secretary
November 16, 2023
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2023 Proxy Statement
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TABLE OF CONTENTS
1
Proxy Summary
2
About the Proxy Statement
3
Stockholders, Directors and Executive Officers
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2023 Proxy Statement
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TABLE OF CONTENTS
4
Directors, Executive Officers and Corporate Governance
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2023 Proxy Statement
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TABLE OF CONTENTS
5
Compensation Discussion and Analysis
Fiscal 2023 Business Highlights
#
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2023 Proxy Statement
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TABLE OF CONTENTS
6
Fiscal 2023 Compensation Tables
7
Audit Committee and Other Matters
Audit Committee and Other Matters
8
Proposals
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2023 Proxy Statement
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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’ Meeting
Meeting Agenda
Date
December 14, 2023
Election of the six directors named in this proxy statement to serve until the fiscal 2024 annual meeting of stockholders and until their successors are duly elected and qualified
Time
10:00 a.m. Eastern Time
Approval, on an advisory basis, of the compensation of our Named Executive Officers
Placewww.virtualshareholdermeeting.com/CMTL2023
An advisory vote to approve the frequency of future advisory votes on the compensation of our Named Executive Officers
Record DateStockholders holding the Company’s Common Stock or Preferred Stock as of the close of business on October 16, 2023 are entitled to vote.
Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024
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 16, 2023.
Approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan
Voting Matters and Vote Recommendation
ItemBoard
recommendation		Reasons for recommendationMore
info
1. Election of the six directors named in this proxy statement to serve until the fiscal 2024 annual meeting of stockholders and until their successors are duly elected and qualified
FOR all director nominees
The Board of Directors (or the “Board”) and Nominating and Governance Committee believe that each of the Company's six (6) 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.
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2. Approval, on an advisory basis, of the compensation of our Named Executive Officers
FOR
Our executive compensation programs demonstrate the continuing evolution of our pay for performance philosophy and reflect the input of stockholders from our extensive outreach efforts.
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3. Advisory vote to approve the frequency of future advisory votes on the compensation of our Named Executive Officers
ONE YEAR
The Board believes the “say-on-pay” votes every year will provide the Board with valuable feedback from stockholders on the Company’s executive compensation policies and practices.
Page 83
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2023 Proxy Statement
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Proxy Summary
4. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024
FOR
The 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 84
5. Approval of Comtech Telecommunications Corp. 2023 Equity and Incentive Plan
FOR
The approval of the plan will allow us to grant equity-based awards to eligible participants to attract, motivate and retain such participants.
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Vote in advance of the Meeting
Vote at the Meeting
Vote Online During the Meeting
InternetTelephoneMail
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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/CMTL2023
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
About Us
Comtech Telecommunications Corp. (“Comtech” or the “Company”) is a leading global provider of next-generation 911 emergency systems and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are – on land, at sea, or in the air – and no matter what the circumstances – from armed conflict to a natural disaster. Our solutions are designed to fulfill our customers’ needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. We anticipate future growth in our business due to a trend of increasing demand for global voice, video and data usage in recent years, upgraded ground stations and related services resulting from the large quantities of satellites anticipated to be launched for new LEO and MEO constellations, digitization and virtualization of modems, the resurgence of troposcatter as a viable form of primary or backup communications, enhanced location positioning combined with data-rich geospatial intelligence, and the growth of 988 networks. We provide our solutions to both commercial and governmental customers within the converging satellite and space communications and terrestrial and wireless networking markets.
Questions and Answers
What is the purpose of the Annual Meeting of Stockholders (the “Annual Meeting”)?
At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:
a. Proposal No. 1 – Election of the six (6) directors named in this proxy statement to serve until the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and until their successors are duly elected and qualified;
b. Proposal No. 2 – Approval, on an advisory basis, of the compensation of our Named Executive Officers;
c. Proposal No. 3 – Advisory vote to approve the frequency of future advisory votes on the compensation of our Named Executive Officers;
d. Proposal No. 4 – Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024;
e. Proposal No. 5 – Approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan; and
f. 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:
1. Proposal No. 1 – FOR the election of all the Company’s director nominees named in this proxy statement: Ken A. Peterman, Rear Admiral (Ret.) Wendi B. Carpenter, Lieutenant General (Ret.) Bruce T. Crawford, The Honorable Ellen M. Lord, Mark R. Quinlan and Dr. Yacov A., Shamash, to serve as members of the Company’s Board of Directors until the Company’s 2024 Annual Meeting;
2. Proposal No. 2 – FOR the proposal to approve, on an advisory basis, the compensation of our Named Executive Officers;
3. Proposal No. 3 – ONE YEAR as the frequency of future advisory votes on the compensation of our Named Executive Officers;
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
4. Proposal No. 4 – FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024; and
5. Proposal No. 5 – FOR the approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan.
How can I attend the Annual Meeting?
We will be hosting the Annual Meeting live via the Internet rather than in person.
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, October 16, 2023 (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/CMTL2023. 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 during the meeting. 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/CMTL2023.
Who is entitled to vote at the Annual Meeting?
Only stockholders of record at the close of business on October 16, 2023, 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.

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. In addition, the virtual meeting format provides 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 during the meeting.
How many shares are outstanding? What constitutes a quorum?
At the close of business on October 16, 2023, the Record Date for the Annual Meeting, 28,198,055 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 4,681,319 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 Third Amended and Restated By-Laws (“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.
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
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 A. Peterman, Chairman, President and Chief Executive Officer (“CEO”) of Comtech, Donald E. Walther, Chief Legal Officer (“CLO”) and Corporate Secretary of Comtech, and Nancy Stallone, Treasurer of Comtech, as the Company’s proxies for the Annual Meeting.
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.
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
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/CMTL2023. 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) 800-5195
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.
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.
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 (“non-routine”). Accordingly, brokers and nominees will not have discretionary authority to vote on the following matters at the 2023 Annual Meeting:
a. The election of the six directors to serve until the 2024 Annual Meeting and until their successors are duly elected and qualified;
b. Approval, on an advisory basis, of the compensation of our Named Executive Officers;
c. Advisory vote to approve the frequency of future advisory votes on the compensation of our Named Executive Officers; and
d. The approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan.
Since the proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year (Proposal No. 4) is a matter that is considered “routine,” your broker will have discretionary voting authority with respect to Proposal No. 4 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.
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2023 Proxy Statement
6
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ABOUT THE PROXY STATEMENT
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 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.
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 Corporate 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 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, “FOR” each of Proposals 2, 4 and 5 and “ONE YEAR” for Proposal 3.
What vote is required to approve each item?
Proposal No. 1: Election of six directors to serve until the 2024 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 Our 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: Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers. Since this proposal is an advisory vote with multiple choices, the provisions of our By-Laws regarding the vote required to “approve” a proposal are not applicable to this matter. Abstentions and broker non-votes will not be counted as expressing any preference. We will consider the frequency that receives the highest number of votes cast by stockholders to be the frequency that has been selected by stockholders. However, because this vote is advisory and non-binding on us or our Board, our Board may decide that it is in our and our stockholders' best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders.
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
Proposal No. 4: Ratification of the Selection of Independent Registered Accounting Firm. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2024 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 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 No. 4 pursuant to applicable rules governing brokers and nominees and there will not be any broker non-votes.
Proposal No. 5: Approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan. The approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive 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.
Other Matters. Approval of any other matter that comes before the Annual Meeting generally 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, although a different number of affirmative votes may be required depending on the nature of such matter.
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/CMTL2023, and type your question for consideration into the field provided in the web portal. Stockholders may begin submitting written questions at 9:45 a.m. Eastern Time on December 14, 2023. 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 tabulator 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 within the applicable deadline.
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 or Preferred Stock at any adjournment of the Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.

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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
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) 800-5195
From Other Locations Please Call: +1 (412) 232-3651
Banks and Brokers May Call Collect: (212) 750-5833
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
Other Business and Information
We have enclosed our Annual Report for fiscal 2023 together with this proxy statement.
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.
A complete list of stockholders entitled to vote at the Fiscal 2023 Annual Meeting of Stockholders will be available for inspection beginning December 4, 2023 at the Company’s headquarters located at 68 South Service Road, Suite 230, Melville, New York 11747.
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 the Company.
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 2023 Annual Meeting. For more information about our directors and executive officers, please see their biographical information and professional qualifications beginning on page 19 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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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
Forward-Looking Statements
This proxy statement contains forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would,” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our future performance and financial condition, plans and objectives of our management and our assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under our control which may cause our actual results, future performance and financial condition, and achievement of our plans and objectives of our management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, among other things: the possibility that the expected synergies and benefits from acquisitions will not be fully realized, or will not be realized within the anticipated time periods; the risk that the acquired businesses will not be integrated successfully; the possibility of disruption from acquisitions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that we will be unsuccessful in implementing our “One Comtech” transformation and integration of individual businesses into two segments; the risk that we will be unsuccessful in implementing a tactical shift in our Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for our niche products and solutions with higher margins; the nature and timing of our receipt of, and our performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements; changing customer demands and/or procurement strategies; changes in prevailing economic and political conditions, including as a result of Russia’s military incursion into Ukraine; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with our legal proceedings; customer claims for indemnification, and other similar matters; risks associated with our obligations under our credit facility; risks associated with our large contracts; risks associated with the COVID-19 pandemic and related supply chain disruptions; and other factors described in this and our other filings with the SEC. Additional risks and uncertainties, not currently known to us or that do not currently appear to be material, may also materially adversely affect our business, financial condition and/or operating results in the future. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” (Part 1, Item 1A), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A) of our Annual Report on Form 10-K filed with the SEC on October 12, 2023. We do not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.
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 Securities Exchange Act of 1934, as amended (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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2023 Proxy Statement
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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/signals. We 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 2023 Annual Meeting have been and will continue to be posted on our website at www.comtech.com in the "Investors" 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.
Stockholder Proposals and Director Nominations for the Fiscal 2024 Annual Meeting
Eligible stockholders wishing to have a proposal for action by the stockholders at the Fiscal 2024 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 19, 2024. 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 2024 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 16, 2024 or later than September 15, 2024; provided, however, that if the 2024 Annual Meeting is not held within 30 days before or after the anniversary date of the 2023 Annual Meeting, such notice must be received not more than 90 days prior to the 2024 Annual Meeting or less than 60 days prior to the 2024 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 2024 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 15, 2024 or later than October 15, 2024; provided, however, that if the 2024 Annual Meeting is not held within 30 days before or after the anniversary date of the 2023 Annual Meeting, such notice must be received not more than 90 days prior to the 2024 Annual Meeting or less than 60 days prior to the 2024 Annual Meeting.
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 15, 2024.
Under the SEC’s proxy rules, proxies solicited by our Board of Directors for the 2024 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.
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2023 Proxy Statement
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ABOUT THE PROXY STATEMENT
Householding
We have 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 2023 Annual Meeting or future annual meetings, then please contact the Corporate 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 2023 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.
Strategic Growth Investment
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 at that time (collectively, the “Strategic Investors”), relating to the issuance and sale of up to 125,000 shares of Series A Convertible Preferred Stock (“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 R. Quinlan as the Investor Nominee to the Company’s Board. Mr. Quinlan assumed his role as a director on January 3, 2022.
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2023 Proxy Statement
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
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 Form 13-F or 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 October 16, 2023.
Unless otherwise indicated below, the stockholder had sole voting and sole dispositive power over the shares.
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 (2)
BlackRock, Inc. (3)
1,818,3486.4%5.4%
50 Hudson Yards
New York, NY 10001
Dimensional Fund Advisors, L.P. (4)
1,515,4715.4%4.3%
Building One, 6300 Bee Cave Road
Austin, TX 78746
Archon Capital Management LLC (5)
1,488,0725.3%4.5%
1301 5th Avenue, Suite 3008
Seattle, WA 98101
Preferred Stock
Magnetar Financial LLC (6) (7)
80,00080.0%11.5%
1603 Orrington Avenue, 13th Floor
Evanston, IL 60201
Affiliates of White Hat Capital Partners LP (6) (8)
20,00020.0%2.9%
520 Madison Avenue, 33rd Floor
New York, NY 10022
(1) The percentage of beneficial ownership is based on 28,198,055 outstanding shares of Common Stock and 100,000 shares of Preferred Stock as of the Record Date, October 16, 2023. The number of shares of Preferred Stock, if convertible to Common Stock, would represent 4,744,575 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) Based on a Schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group, Inc. reported beneficial ownership of 1,848,009 shares of the Company’s outstanding Common Stock as of December 30, 2022. This would represent beneficial ownership of approximately 6.6% of the Company’s outstanding Common Stock, based on the outstanding shares of Common Stock as of the Record Date. However, the Vanguard Group, Inc. subsequently filed a Form 13-F with the SEC on August 14, 2023, reporting beneficial ownership of 1,351,700 shares of the Company’s outstanding Common Stock as of June 30, 2023, which would represent beneficial ownership of approximately 4.8% of the Company’s outstanding Common Stock, based on the outstanding shares of Common Stock on the Record Date. Accordingly, the Company has reason to believe that, as of the Record Date, the Vanguard Group, Inc. does not own 5% or more of the Company’s outstanding Common Stock, and the Vanguard Group, Inc. has therefore been excluded from the table above.

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2023 Proxy Statement
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
(3) The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC, reporting beneficial ownership as of June 30, 2023. Of the shares reported in the table as beneficially owned, BlackRock, Inc. had sole voting power over 1,784,859 shares and sole dispositive power over 1,818,348 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.

(4) The information is based upon a Form 13-F filed by Dimensional Fund Advisors, L.P. with the SEC, reporting beneficial ownership as of June 30, 2023. Of the shares reported in the table as beneficially owned, Dimensional Fund Advisors, L.P. had sole voting power over 1,412,525 shares and sole dispositive power over all of the shares. Based on a Schedule 13G/A filed by Dimensional Fund Advisors with the SEC on February 10, 2023, as of December 30, 2022, Dimensional Fund Advisors beneficially owned 1,525,113 shares of the Company’s outstanding common stock, including (a) 1,487,907 shares over which it had sole voting power and (b) 1,525,113 shares over which it had sole dispositive power.
(5) The information is based upon a Form 13-F filed by Archon Capital Management LLC. (“Archon”) with the SEC, reporting beneficial ownership as of June 30, 2023. Of the shares reported in the table as beneficially owned, Archon had sole voting power over all of the shares and sole dispositive power over all of the shares. Archon has not yet filed a Schedule 13G with the SEC for purposes of reporting beneficial ownership of the Company’s outstanding Common Stock.
(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, on an as-converted basis, represents 3,795,660 and 948,915 shares of Common Stock, respectively, subject to adjustments as provided in the Certificate of Designations for the shares of Preferred Stock.
(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. 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 and White Hat Strategic Partners II LP hold 347,639 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 3.9%. White Hat Capital Partners LP serves as the Investment Manager of White Hat Strategic Partners LP and White Hat Strategic Partners II 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 Strategic Partners II LP, White Hat Capital Partners GP LLC, Mr. Quinlan and Mr. Chanley each disclaim any beneficial ownership of these securities.
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2023 Proxy Statement
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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 October 16, 2023.
Unless otherwise indicated, our directors and executive officers had sole voting and sole dispositive power over their shares.
NameShares of Common
Stock Beneficially
Owned on
October 16, 2023 (1)		Percent
of Class
Non-employee Directors (listed alphabetically):
Wendi B. Carpenter
15,825
*
Judy Chambers
12,518
*
Bruce T. Crawford—
*
Lisa Lesavoy51,264
*
Ellen M. Lord
—
*
Mark R. Quinlan
11,319
*
Dr. Yacov A. Shamash
56,089
*
Lawrence J. Waldman
54,857
*
Named Executive Officers:
Ken A. Peterman58,136
*
Michael A. Bondi
97,376
*
Maria Hedden
11,731
*
Donald E. Walther1,000
*
Nancy M. Stallone50,720
*
Michael D. Porcelain336,5151.2%

All current, former and retiring directors and executive officers as a group (14 persons)
757,3502.7%
_______________________
* Less than one percent
(1) Includes: (i) 12,518 restricted stock units held by Ms. Chambers, 8,166 restricted stock units held by Ms. Lesavoy, 26,154 restricted stock units held by Dr. Shamash, 26,422 restricted stock units held by Mr. Waldman, 11,319 restricted stock units held by Mr. Quinlan, 11,319 restricted stock units held by Ms. Carpenter, 495 restricted stock units held by Mr. Peterman and 430 restricted stock units held by Mr. Bondi; 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 October 16, 2023: Dr. Shamash and Mr. Waldman each held 9,000 shares; Mr. Bondi 24,340 shares; Ms. Stallone 6,330 shares; and all current directors and executive officers as a group 48,670 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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2023 Proxy Statement
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers
Name
Principal Occupation
Age
For Term
Expiring In
Served As
Director
Since
Directors nominated by the Company/Board for election at 2023 Annual Meeting:
Ken A. Peterman
Chairman, President and CEO of Comtech
66
2024
2022
Wendi B. Carpenter
Founder and Principal of Gold Star Strategies LLC
67
2024
2022
Bruce T. Crawford (1)Lieutenant General (Retired)60
2024
2023
Ellen M. Lord (1)
Former Under Secretary of Defense for Acquisition and Sustainment 
64
2024
2023
Mark R. Quinlan
Co-Founder and Managing Partner of White Hat Capital Partners
5120242022
Dr. Yacov A. Shamash
Professor of Electrical and Computer Engineering at Stony Brook University
73
2024
2016
Continuing Directors:
Judy Chambers
Managing Principal and a Member of the Board of Meketa Investment Group
52
2024
2021
Lawrence J. Waldman
Non-Executive Chairman of the Board of CVD Equipment Corporation
76
2024
2015
Retiring Director (2):
Lisa Lesavoy
Owner of Lesavoy Financial Perspectives, Inc.
69-
2020
Executive Officers Other than Mr. Peterman:
Michael A. Bondi
Chief Financial Officer
50--
Maria Hedden
Chief Operating Officer
54--
Donald E. Walther
Chief Legal Officer and Corporate Secretary
55--
Nancy M. StalloneTreasurer63--
(1) Lieutenant General (Retired) (“LTG (Ret.)”) Bruce T. Crawford and The Honorable Ellen M. Lord were appointed to the Board of Directors effective June 2, 2023.
(2) Ms. Lesavoy has notified the Board of her retirement from the Board effective immediately prior to the 2023 Annual Meeting, and the size of the Board will be accordingly reduced to eight (8) directors, effective as of such time.
We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business.

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2023 Proxy Statement
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Comtech's Board Skills and Diversity Matrix for Continuing Directors is shown below as of November 16, 2023:
Continuing Directors
Judy
Chambers
Wendi B.
Carpenter
Bruce T.
Crawford
Ellen M.
Lord
Ken A.
Peterman
Mark R.
Quinlan
Dr. Yacov
A. Shamash
Lawrence 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 & Cyber
•
•
•
•
•
•
•
•
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
Years
2
1——11
7
8
Key metrics of our Continuing Directors are as follows:
Director Statistics_vF_11.08.2023.jpg
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2023 Proxy Statement
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STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Our Nominees’ Biographies and Director Qualifications
Ken A. Peterman (Chairman, President and Chief Executive Officer)
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Mr. Peterman serves as Comtech’s Chairman, President and CEO. After 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:
• TOP 10 MOST INNOVATIVE CEOs: CIO Views Magazine 2022
• 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 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 U.S. Department of Defense and congressional leaders and established a highly effective technology incubator that enabled start-ups to accelerate their business trajectory across the government and commercial market segments.

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, electronic protection and counter improvised explosive devices systems, and integrated command, control, communications and computer systems. 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.

Director Qualifications
With his extensive experience with the technology and in the industry that Comtech serves, Mr. Peterman brings to our Board technical and operational expertise that is relevant for growing Comtech’s business.

Mr. Peterman currently is a member of the Executive Committee of the Board of Directors and during fiscal 2023 also served as a member of the Strategic Committee and the Science and Technology Committee.
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Rear Admiral (Ret.) Wendi B. Carpenter
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Wendi B. Carpenter is a retired U.S. Navy Rear Admiral (2 star) and a trailblazer for 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 specialized communications aircraft, deploying with her 18-member crew throughout the Pacific in support of the United States’ strategic nuclear triad. At more senior ranks, her duty assignments included serving as deputy in large and complex organizations, often leading thousands of personnel while overseeing worldwide
maritime and air operations and 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 also 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 (Ret.) 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 (Ret.) 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 pivotal and foundational legislative engagements which resulted in Congressional funding for such institutions. Rear Admiral (Ret.) 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.
Rear Admiral (Ret.) 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 recently joined the Secretary of the Navy Seapower for Education Advisory Board and the Board of Nassau (Florida) Habitat for Humanity.
Rear Admiral (Ret.) 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 (Ret.) 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 (Ret.) 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.
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Director Qualifications
With her years of experience at senior levels in the U.S. Navy, Rear Admiral (Ret.) 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 in 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 is currently a member of the following Committees of the Board of Directors:

• Compensation Committee;
• Nominating and Governance Committee; and
• Technology, Innovation & Cyber Committee
During fiscal 2023, Rear Admiral (Ret.) Carpenter was also the Chairperson of the Strategic Committee.

Rear Admiral (Ret.) Carpenter was appointed to the Board in connection with an agreement entered into between the Company and stockholder Outerbridge Capital Management and its affiliates in December 2021.
LTG (Ret.) Bruce T. Crawford
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Lieutenant General Bruce T. Crawford (Ret.) became the Army Chief Information Officer (CIO)/G-6 on August 1, 2017 and served through July 2020.
As the CIO, LTG (Ret.) Crawford was the principal advisor to the Secretary of the Army, setting strategic direction and objectives for the Army network, and supervising all Army C4 (command, control, communications, and computers) and Information Technology functions. As the G-6, he advised the Chief of Staff of the Army on the network, communications, signal operations, cybersecurity, force structure, and equipping.

LTG (Ret.) Crawford recently served as a Senior Vice President at Jacobs Solutions Inc., an international technical professional services firm and a Fortune 500 company, starting in November 2000 and later served as Chief of Innovation from February 2022 until January 2023. He has also held board positions in both public and private companies, bringing prior corporate board experience to Comtech. He was a board member at Avalara, Inc. from 2021 until it went private in October 2022.

A native of Columbia, South Carolina, LTG (Ret.) Crawford was commissioned through South Carolina State University’s Reserve Officer Training Corps program on May 28, 1986, after graduating as a Distinguished Military Graduate with a Bachelor of Science in Electrical Engineering. He also holds a Master of Science in Administration from Central Michigan University, and a Master of Science in National Resource Strategy from the Industrial College of the Armed Forces.

During his 33 years of service, LTG (Ret.) Crawford has served in a variety of leadership positions at the tactical, operational, and strategic levels. In his previous assignment, he served as a Special Assistant to the Director of the Army Staff, Pentagon, Washington, D.C. Prior to that, he served as the 14th Commander, U.S. Army Communications-Electronics Command and Aberdeen Proving Ground Senior Mission Commander, Aberdeen, Maryland. Prior to that, he served in the posts of J6, Director of C4/Cyber and Chief Information Officer, U.S. European Command; Commanding General, 5th Signal Command (Theater); and G-6, U.S. Army Europe in Wiesbaden, Germany. His command assignments include the 516th Signal Brigade, Fort Shafter, Hawaii; 82nd Signal Battalion, 82nd Airborne Division, Fort Bragg, North Carolina, and Operation IRAQI FREEDOM, Iraq; and B Company, 51st Signal Battalion, 35th Signal Brigade, XVIII Airborne Corps, Fort Bragg, North Carolina.

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His key staff assignments include Director of the Coordination Group for the Chief of Staff of the Army, Pentagon, Washington D.C.; Division Chief of LandWarNet Integration for the Army CIO/G-6, Pentagon, Washington D.C.; Division Chief for Net Centric Assessments/Analysis Branch, later Executive Assistant to the J6, Joint Chiefs of Staff, Washington D.C.; and Assistant Operations Officer, and later Corps Emergency Deployment Readiness Officer, for the 35th Signal Brigade, XVIII Airborne Corps, Fort Bragg, North Carolina, and Operations DESERT SHIELD and DESERT STORM, Saudi Arabia.

LTG (Ret.) Crawford’s awards and decorations include the Distinguished Service Medal (with one Oak Leaf Cluster), the Defense Superior Service Medal, the Legion of Merit, the Bronze Star Medal, the Defense Meritorious Service Medal (with one Oak Leaf Cluster), the Meritorious Service Medal (with four Oak Leaf Clusters), the Army Commendation Medal (with one Oak Leaf Cluster), and the Army Achievement Medal (with four Oak Leaf Clusters). LTG (Ret.) Crawford is authorized to wear the Combat Action Badge, the Master Parachutist Badge, the Ranger Tab, the Joint Chiefs of Staff Identification Badge, and the Army Staff Identification Badge.

Director Qualifications

LTG (Ret.) Crawford brings over 37 years of leadership, executive management, national security, enterprise information technology and cybersecurity experience to our Board of Directors. Having recently served as a Senior Vice President at a Fortune 500 company and holding board positions in both public and private companies, he also brings prior corporate board experience to Comtech.

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:

• Technology, Innovation & Cyber Committee (Chairperson); and
• Nominating and Governance Committee
The Honorable Ellen M. Lord
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Senate Confirmed in August 2017, the Honorable Ellen M. Lord formally served as the Under Secretary of Defense for Acquisition and Sustainment (A&S) through January 2021. In this capacity, she was responsible to the Secretary of Defense for all matters pertaining to acquisition; developmental testing; contract administration; logistics and materiel readiness; installations and environment; operational energy; chemical, biological, and nuclear weapons; the acquisition workforce; and the defense industrial base.

Prior to this appointment, from October 2012 to June 2017, Ms. Lord served as the President and Chief Executive Officer of Textron Systems Corporation, a subsidiary of Textron Inc. In this role, she led a multi-billion dollar business with a broad range of products and services supporting defense, homeland security, aerospace, infrastructure protection, and customers around the world.

Ms. Lord has more than 30 years of experience in the defense industry, serving in a variety of capacities, to include Senior Vice President and General Manager of Textron Defense Systems, now Weapon & Sensor Systems; and Senior Vice President and General Manager of AAI Corporation, now known as Textron Systems’ Electronic Systems, Support Solutions, and Unmanned Systems businesses. Earlier in her career, Ms. Lord served as Vice President of Integration Management for Textron Systems and Vice President of Intelligent Battlefield Systems for Textron Defense Systems, in addition to other business and operations positions.

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Ms. Lord is a former Vice Chairman of the National Defense Industrial Association, as well as a former Director of the U.S. – India Business Council. She has served on the industry steering committee for the Center for New American Security’s (CNAS) task force on “Strategy, Technology and the Global Defense Industry,” as well as CNAS’s DoD-Industry collaborative project “Future Foundry: Forging New Industries for Defense,” which was formed to examine key technological trends and challenges facing the global defense industry. Ms. Lord has also served on the Board of Trustees of the U.S. Naval Institute Foundation. Ms. Lord also serves on the boards of AAR Corp and Parsons Corporation.

Ms. Lord earned a Master of Science degree in chemistry from the University of New Hampshire, as well as a Bachelor of Arts degree in chemistry from Connecticut College.

Director Qualifications

With her extensive background, experience and leading roles in the defense industry, Ms. Lord brings in-depth knowledge and expertise to our Board which is instrumental to our strategies to build and support our government business.

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:

• Audit Committee;
• Compensation Committee; and
• Technology, Innovation & Cyber Committee

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 shareholder 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.
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Director Qualifications
Mr. Quinlan 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)
During fiscal 2023, Mr. Quinlan also served as a member of the 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 13 of this Proxy Statement.

Dr. Yacov A. Shamash
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Dr. Yacov A. Shamash has been a director of Comtech since October 2016. He has been a professor of Electrical and Computer Engineering at Stony Brook University since 1992 where he is the founder of two New York 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 research and development for critical services in its respective fields, such as cyber security of the electrical grid.
Dr. Shamash previously supervised 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 The Boeing Company, Motorola Solutions and HP Inc.) 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 New York 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 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:

• Audit Committee;
• Nominating and Governance Committee; and
• Technology, Innovation & Cyber Committee

During fiscal 2023, Dr. Shamash also served as Chairperson of the Science and Technology Committee.
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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 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 are 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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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 acquisitions. He currently serves as the non-executive Chairman of the Board 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, which includes serving as the Chairman of the Audit Committee of the State University of New York's 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, the second largest government utility in the United States, and as the Chairman of the Board of that organization. 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); and
• Compensation Committee
During fiscal 2023, Mr. Waldman also served as a member of the Strategic Committee.

Mr. Waldman is the only financial expert, as defined by SEC rules, on the Company's Audit Committee.
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Executive Officers Other than Mr. Peterman
Michael A. Bondi
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Mr. Bondi has been Chief Financial Officer of Comtech since October 2018 overseeing Comtech's accounting and finance, taxation, treasury and risk management, mergers and acquisitions, investor relations, SEC reporting and internal control functions. 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, a defense, aviation and research company, where she was responsible for establishing manufacturing excellence for a multi-billion dollar product portfolio beginning in May 2021. She also served as Senior Vice President, Security Detection and Automation Operation at Leidos from May 2020 to May 2021. Prior to Leidos, Ms. Hedden held several roles at L3Harris Technologies, an aerospace and defense company, including
most recently as Vice President GM Security and Detection Systems from July 2019 to May 2020 and President, Combat Propulsion Systems, from May 2017 to July 2019. 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 a Master of Science in Manufacturing Systems from the University of Minnesota and a Bachelor of Science in Industrial Engineering from Pennsylvania State University.
Donald E. Walther
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Mr. Walther was appointed the Chief Legal Officer at Comtech in January 2023. Mr. Walther is responsible for driving enterprise-wide legal strategy, contract administration and global trade functions. Prior to his current role, Mr. Walther supported the rapid scaling of founder-owned and PE-owned businesses in ground autonomy and RF components as Chief Legal Officer of Robotic Research, a global technology company, beginning in 2022 and prior to that position as General Counsel at Spectrum Control, an aerospace and defense company, starting in 2020. He also served as General Counsel
and Corporate Secretary for TopBuild Corp. (NYSE: BLD), a leading installer and specialty distributor of insulation and related building material products, from 2019 to 2020, General Counsel for Esterline Technologies Corp. (NYSE: ESL), an aerospace and defense company, from 2018 to 2019, General Counsel and Corporate Secretary for The Heico Companies, LLC, an aerospace and electronics company, from 2011 to 2018 and was a founding partner in the Chicago office of Perkins Coie, an AmLaw50 law firm, before joining his largest client - The Boeing Company - as in-house counsel and Assistant Corporate Secretary. Mr. Walther is a member of the National Association of Corporate Directors and Society for Corporate Governance. He earned a Bachelor of Arts from Duke University and a JD and MBA from the University of Chicago.

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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 from 2006 to 2016 and Corporate Secretary through October 2023. Prior to joining Comtech, Ms. Stallone served in key leadership financial positions including Vice President, Internal Audit at Atkins Nutritionals, Inc., a diet program provider, 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 University, where she previously served as an adjunct professor in accounting.
The Board’s Oversight Role
Our Board oversees the management of our business, in accordance with Delaware General Corporation Law, our Restated Certificate of Incorporation and By-Laws, and our Corporate Governance Policy and Guidelines. Members of our Board 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. Based on this information, the Board undertakes a continual inquiry into whether the delegation of authority to management is reasonable (and whether the information in-hand is sufficient to support each delegation), while addressing governance matters for which it retains discretion—e.g., CEO compensation and succession, retention and oversight of the independent auditor, approval of major transactions and approval of bylaw amendments.

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. Areas of particular oversight include strategic initiatives, financial performance, risk management, mission-critical compliance and the integrity of financial statements.
Board Refreshment
Our Board—and more specifically, the Nominating and Governance Committee thereof—regularly revisits the composition of our Board and compares the skills sets of our Directors to both current needs of the Company and the five-year strategic plan.

In May 2022, Ken Peterman was appointed to the Board and succeeded our former Chairman of the Board, Fred Kornberg, in July 2022, following the appointments of Mark Quinlan and Wendi B. Carpenter in January 2022.

More recently, the Hon. Ellen M. Lord, former Under Secretary of Defense for Acquisition and Sustainment, and LTG (Ret.) Bruce T. Crawford, former U.S. Army Chief Information Officer were appointed in June 2023. Both directors were originally identified as candidates by our CEO and thoroughly evaluated by our Nominating and Governance Committee through standard procedures.

On June 2, 2023, Lisa Lesavoy notified the Board of her intention to retire as a director from the Company’s Board effective immediately preceding the Annual Meeting. Effective immediately prior to the Annual Meeting, the size of our Board will be reduced to eight members, seven of whom are independent. These changes in the Board’s composition have the effect of lowering the average tenure of our independent directors to approximately three years, and has substantially completed the Board’s multi-year refreshment process.

Our Board’s refreshment initiative was a thoughtful and purposeful undertaking to support our five-year strategic plan. The 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.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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.
With the approval of the Declassification Amendment to the Company’s Charter the phase out of our classified Board structure began at the Fiscal 2022 Annual Meeting. As such, 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 (i) directors elected to serve for one-year terms may be removed by stockholders either with or without cause and (ii) directors elected to serve for three-year terms prior to the 2024 Annual Meeting 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 Fiscal 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 our Corporate Governance Policy 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.
The following is a summary of the key components of our Corporate Governance Policy and Guidelines (which can be found on our web site at https://comtech.com/investors/governance/):
• 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, and 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.
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• 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.
• 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 stockholder, 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 to the Board 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 or her 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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• 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. We have one director who is an employee of the Company, our Chairman of the Board, CEO and President, Mr. Peterman. Mr. Waldman continues to serve as our Lead Independent Director, providing a robust governing balance to our combined Chair and CEO leadership structure.
Our Board of Directors has determined that each of our directors other than Mr. Peterman 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 2023 Annual Meeting, we anticipate that the size of Comtech’s Board of Directors will be decreased from nine (9) members to eight (8), seven (7) 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 2023, the independent directors held 18 executive sessions. These sessions included discussion on a wide range of strategic matters.
Board Leadership Structure
The Chairman of the Board is Ken A. Peterman. As President and CEO, Mr. Peterman 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.
As Chairman, Mr. Peterman’s in-depth knowledge of our Company’s strategic priorities and operations enables him to facilitate effective communication between management and the Board and see to it that key issues and recommendations are brought to the attention of the Board. Our Board believes that, in light of our two complementary business segments, this streamlined leadership structure is currently appropriate for our Company as it enhances the ability of our business segments to operate flexibly to maximize responsiveness to our customers.
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Lawrence J. Waldman has served as our Lead Independent Director since the Fiscal 2021 Annual Meeting of Stockholders. 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 President and 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, President and 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 Compensation Committee of the Board, the performance of the Company’s President and CEO.
We believe our overall Board leadership structure has allowed, and will continue to allow, the Board to appropriately perform its oversight functions.
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Committees of the Board of Directors
Oversight
In connection with its oversight responsibilities, the Board of Directors establishes certain committees to exercise oversight, as appropriate. Such Committees include the Audit Committee, Nominating and Governance Committee and Compensation Committee. In addition, the Strategic Committee and the Science and Technology Committee regularly advised on strategic matters and potential opportunities while assessing the various significant risks that we faced throughout fiscal 2023. 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, Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) and our Chief Legal Officer (“CLO”) 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.
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.
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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.
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 “Governance” in the “Investors” section. During fiscal 2023, our Nominating and Governance Committee held eight meetings.
Audit
Our Audit Committee’s 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 “Investors” section. During fiscal 2023, our Audit Committee held five meetings.
Compensation
Our Compensation Committee considers and authorizes remuneration arrangements for our executive officers and the compensation policies for all of our employees. The Compensation Committee also administers our stock incentive plans. 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 stock incentive plans 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. In addition, the Compensation Committee reviews 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.
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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.
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 Named Executive Officers (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 and the Exchange Act. The Compensation Committee’s Charter is available on our website at www.comtech.com under the link for “Board of Directors” in the “Investors” section. The Compensation Committee held 13 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 have included 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.
Our Board of Directors determined that all members of our Science and Technology Committee were qualified to be members of the Committee based on their scientific and technological backgrounds and experience. During fiscal 2023, our Science and Technology Committee held four meetings. In fiscal 2024, the Strategic Committee and the Science and Technology Committee were merged to form the Technology, Innovation and Cyber Committee.
Strategic
Our Strategic Committee was formed in fiscal 2023. The primary duties and responsibilities of the Strategic Committee were 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.

During fiscal 2023, our Strategic Committee held 12 meetings. In fiscal 2024, the Strategic Committee and the Science and Technology Committee were merged to form the Technology, Innovation and Cyber Committee.
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 2023, the Executive Committee did not hold any meetings.
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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 Fiscal 2022 Annual Meeting of Stockholders virtually.
Our Board of Directors held 18 meetings during fiscal 2023, including regularly scheduled and special meetings.
During fiscal 2023, 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 addition to actively engaging with investors and potential investors to answer questions and proactively provide information necessary for their analysis, we develop, implement and manage a comprehensive, strategic investor relations program that communicates the Company’s value proposition to all constituents, including analysts and stockholders, and provides an opportunity to hear and discuss investors' concerns. Finally, management regularly briefs our Board of Directors on stockholder 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.
In fiscal 2023, the Company held its first ever Investor Day at our new state-of-the-art technology and manufacturing center in Chandler, Arizona. Some of our largest stockholders were in attendance in addition to other institutional investors and analysts. The day included a series of presentations by members of our senior management team in addition to tours of the Chandler facility. It provided us the opportunity to discuss, in depth, our “One Comtech” transformation and to highlight some of the growth markets we are embarking on over the next few months and years.
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.
We also make announcements regarding company developments and financial and operating performance through our corporate blog, Signals, at www.comtech.com/signals. We also use our website to disseminate other material information to our investors (on the Home Page and in the "Investors" 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 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 "Investors " 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.
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Environmental, Social and Governance (“ESG”) Commitments
As part of Comtech’s transformational journey, in fiscal 2023 we renewed and enhanced our focus on Environmental, Social, and Governance issues, enabled by a refreshed leadership team as well as newly created positions to advance progress in these areas. Our stockholders, employees, customers, regulators, and other stakeholders are all increasingly focused on the importance of effective engagement and action on ESG 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.
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
At Comtech, sustainability sits at the core of who we are as a company and implementing a comprehensive sustainability strategy is one of our top priorities. As we continue to transform our operations, we are enhancing sustainability across the enterprise. Throughout fiscal 2023, we coordinated across the Company in preparation for the submission of our first climate change report to Carbon Disclosure Project (in September 2023), which includes a baseline greenhouse gas inventory for company-wide Scope 1 and 2 emissions for calendar year 2022. This carbon footprint baseline established a foundation to advance our sustainability strategy, set emissions reduction goals, and use data-based decision-making to develop targeted carbon reduction projects.
In June 2023, we completed the relocation of our satellite earth station product line to Chandler, Arizona to support our long-term vision for our Satellite and Space Communications segment. The new Chandler facility provides for greater operational efficiency compared to the former facilities in Tempe, Arizona. 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. Additionally, a diesel-fueled generator is no longer required for back-up power, as the Chandler facility has redundant power sources via connection to multiple electrical substations.
Comtech offers its employees incentives to promote greener commuting options such as company-sponsored mass transit cards and rideshare programs. Where appropriate, we also consider work from home arrangements to eliminate commuting altogether. In 2023, we celebrated Earth Day in our company by encouraging our global employees to participate in environmentally-focused initiatives and share their activities on social media.
Comtech incorporates environmentally sound business practices and an efficient use of materials across our technological innovation and manufacturing operations and fosters environmental awareness among our employees, customers, suppliers and other key stakeholders to help protect our planet.
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Social and Workplace Policies
Commitment to excellence is fundamental to the philosophy of Comtech—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 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, diversity, equity, inclusion and belonging, and charitable giving. We intend 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 “Investors.”
◦ 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.
◦ 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.
◦ Comtech’s Standards of Business Conduct prohibits unethical activity and defines how we conduct business by providing guidance for situations in which ethical issues may arise. For example, reporting of unethical activity is encouraged through our anonymous third-party OpenLine reporting system.
◦ All employees receive training when they start and are annually required to complete the Standards of Business Conduct certification training.
◦ 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.
◦ 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.
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• 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 - We believe a diverse, equitable, inclusive workplace is critical to our ability to develop innovative solutions and is key to the future of our success. We encourage employees to be inspired and strive for them to feel like they belong which is communicated through blogs, messages, activities and engagement opportunities on our redesigned company-wide Intranet. 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. During fiscal 2023, we successfully launched The Exchange program, which brings women of all ages together to spark new ideas, inspire the next generation of women leaders, and create opportunities for current leaders to learn from future leaders.
• Comtech launched its first Internship Program in the spring of 2023. This program attracted talent from nearly a dozen universities with 66% of our interns identifying from a nationally underrepresented group. Our internship program focused not only on application of their studies in our workplace, but also the importance of mentorship, leadership, and culture. Interns participated in weekly “lunch and learns” to build relationships with our executive leaders and learn about our business strategies.
• Our leadership team identified several company-wide diversity initiatives such as celebrating Black History Month (inviting employees to attend webinars led by renowned Black leaders), Asian American Pacific Islander Heritage Month, International Women’s Day, Breast Cancer Awareness Month and Pride Month, in which employees and their families are encouraged to participate, celebrate, and showcase their views, culture, and history on our social media and our company-wide Intranet. For our Veterans, we celebrated “Honor Week” recognizing each of the armed forces and wearing their colors each day of the week. We launched an employee recognition award “Above and Beyond” to showcase our employees’ volunteerism within their communities and award them for their outstanding efforts. To unify and showcase our diverse cultures, we created a company-wide cookbook highlighting family recipes from employees around the globe. Ultimately, when unique stories are celebrated, we believe employees feel connected in meaningful ways and support each other to reach our full potential.
• 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.
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◦ As a U.S. 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.
◦ 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.
◦ 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. During fiscal 2023, we hired five new executives to the leadership team adding a cumulative 118 years of experience to help build our vision and drive strategic goals. We also appointed two new members to our Board of Directors, both of whom identify as a member of a minority group.
◦ 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.
◦ We believe in our directors, officers, employees and contractors 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.
◦ We tasked our Chief People Officer to drive diversity, equity, and inclusion efforts and culture across the enterprise.
• Talent - To meet and execute our strategic business goals, we are focused on sourcing, attracting, and retaining top talent, especially those with engineering, science, and technical backgrounds. We recognize and reward performance while continually developing, engaging and retaining high-performing employees. We have made significant investments to provide ongoing training and career development by offering courses on our online learning management system. We offer job-specific skills training to promote and develop advancement within the organization and to enhance skills. Training in and compliance with our Standards of Business Conduct, Cyber Security, and Trade and Foreign Corrupt Practices Act compliance is also mandatory among our employees.
• Through certain government contracts that we participate in, we partner with our end customer to provide enlisted, active military personnel (whose service is expected to end within 6 months) onsite training to help them with a successful transition to a civilian life.
• At July 31, 2023, we had 1,718 employees (including temporary employees and contractors), 1,132 of whom were engaged in production and production support, 305 in research and development and other engineering support, and 281 in marketing and administrative functions. None of our U.S. based employees are represented by a labor union. Of our 1,718 employees (including temporary employees and contractors), 384 employees are based outside of the United States, including 120 employees in the United Kingdom, 91 employees in India and 123 employees in Canada. We believe that our employee relations are good which is evident in the reduction of our voluntary turnover rate each quarter in all business segments.
• Safety and Wellness - Comtech is developing a company-wide Environmental, Health, and Safety Management System to foster a culture of continuous improvement and engage employees at all levels of the organization in the prevention of work-related injuries and illnesses, and minimization of environmental impacts. Comtech is committed to providing a workplace which values the health, safety, and wellbeing of our employees, contractors, and visitors to our facilities.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
• 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 and strive for pay equity for all employees within the same geographic area, experience level, and performance standards. This year we were able to provide enhanced benefits to our employees without increasing the employee payroll contribution.
• 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 that align with our standards and expectations of implementing a supply chain that is reliable, socially responsible, and sustainable. We utilize a screening process for prospective employees, suppliers, contractors, representatives, and customers to ensure that we conduct business with individuals and partners that meet our requirements and share the same values. In 2022, we hired a Senior Director of Global Procurement who is responsible for evaluating our current, and potential, suppliers with a focus on strategic sourcing and ensuring a sustainable supply chain supported by metrics and goals that promote continuous improvement.
• 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 365 days per year, 24 hours per day, 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 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/.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Compensation
The following table provides information regarding the compensation of our outside directors for fiscal 2023. Neither Mr. Peterman nor Mr. Porcelain received any additional compensation in fiscal 2023 for their services as directors and, accordingly, they have each been excluded from the table. Please see the “Summary Compensation Table – Fiscal 2023” for the compensation received by Messrs. Peterman and Porcelain with respect to fiscal 2023.

For fiscal year 2023, the Board approved an increase in non-employee director compensation in consultation with our independent third-party compensation consultant as set forth below:
Table of Director Compensation for Fiscal 2023
Name
Fees Earned
or Paid in
Cash
Stock
Awards (3)(4)
All Other
Compensation		Total
Wendi B. Carpenter
$80,000 $130,000 $— $210,000 
Judy Chambers
80,000 130,000 — 210,000 
Bruce T. Crawford (1)7,726 20,657 — 28,383 
Lisa Lesavoy (2)
65,000 130,000 — 195,000 
Ellen M. Lord (1)7,726 20,657 — 28,383 
Mark Quinlan
80,000 130,000 — 210,000 
Dr. Yacov Shamash
85,000 130,000 — 215,000 
Lawrence J. Waldman
127,500 130,000 — 257,500 
(1) LTG (Ret.) Bruce T. Crawford and The Honorable Ms. Lord were appointed to the Board effective June 2, 2023.
(2) Ms. Lesavoy notified the Board of her intention to retire from the Board, effective immediately preceding the Fiscal 2023 Annual Meeting.
(3) These amounts represent the aggregate grant date fair value of restricted stock or restricted stock units granted on August 12, 2022 (i.e., shortly after the end of fiscal 2022) to each of the then-serving members of the Board in respect of their services on 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, 2023, included in our Annual Report on Form 10-K filed with the SEC on October 12, 2023. At that date, each of our directors received 10,718 restricted stock units, each with a grant date fair value of $12.13. On June 15, 2023, LTG (Ret.) Crawford and Ms. Lord were granted 2,332 restricted stock units, each with a grant value of $8.86.
(4) At July 31, 2023, Dr. Shamash and Mr. Waldman each held 9,000 outstanding stock options. At July 31, 2023, Mr. Quinlan and Ms. Carpenter each held 13,122 unvested restricted stock units; Ms. Lesavoy held 6,885 unvested restricted stock units; Ms. Chambers held 14,320 unvested restricted stock units; LTG (Ret.) Crawford and Ms. Lord each held 2,332 unvested restricted stock units; and Dr. Shamash and Mr. Waldman each held 10,718 unvested restricted stock units. At July 31, 2023, Dr. Shamash and Mr. Waldman each held 9,619 unvested shares of restricted stock; and Ms. Lesavoy held 14,299 unvested shares of restricted stock.
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, pro-rated in the case of LTG (Ret.) Crawford and Ms. Lord to reflect their partial year of service. Annual cash retainers are paid in quarterly installments. Directors may elect to receive fully-vested stock units in lieu of cash retainer amounts. For fiscal 2023, all directors elected to receive cash. No meeting fees are paid. Directors are reimbursed reasonable expenses for attending meetings. In addition, during fiscal 2023, each non-employee director received a grant of restricted stock units with a grant date fair value of $130,000, pro-rated for partial years of service.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

For fiscal 2023, cash fees for service as a non-employee director were as set forth in the table below. The annual equity retainer and cash fees approved by the Board with respect to fiscal 2023 represented, in some cases with respect to cash fees, an increase as compared to the fiscal 2022 director compensation program, which increases were approved in order to further align with the competitive market following consultation with our independent third party compensation consultant.
$
Wendi B.
Carpenter
Judy
Chambers
Bruce T.
Crawford
Lisa
Lesavoy
Ellen M.
Lord
Mark R.
Quinlan
Dr. Yacov
A.
Shamash
Lawrence J.
Waldman
Director’s Annual Retainer
60,000 üüüüüüüü
Lead Independent Director Retainer
32,500 ü
Committee Chair Fees
Audit Committee
25,000 ü
Compensation Committee
15,000 


ü
Nominating and Governance Committee
10,000 ü
Science and Technology Committee
10,000 ü
Strategic Committee
10,000 ü

Committee Member Fees
Audit Committee
10,000 üü
Compensation Committee
5,000 üü

ü
Nominating and Governance Committee
5,000 ü


ü
Strategic Committee
5,000 


üü
Restricted stock units and restricted stock granted to non-employee directors prior to August 2022 have a vesting period of five years, subject to accelerated vesting upon the death of the director or a change-in-control of the Company. Commencing in August 2022, restricted stock units and restricted stock granted to non-employee directors have a vesting period of one year to coincide with the director’s term in office and to better align with market practices. Following vesting, 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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COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION & ANALYSIS
INTRODUCTION
Fiscal 2023 has been a year of significant change for Comtech, as virtually every aspect of the way we do business has transformed. We have a new CEO, an expanded leadership bench, and have committed to a new culture, brand, strategy, and focus. This holistic transformation, called “One Comtech,” is foundational to our expansion into new markets; the systematic up-tiering of our systems, solutions, and services; and the introduction of new “as-a-service” business models.
“One Comtech” is working—our turnaround is driving results. Our improved performance in fiscal 2023 demonstrated the unwavering focus of our people during a time of significant leadership transition, as well as strategic and organizational changes across our business.
By bringing the Company together under a common strategy, targeting a shared view of the future, and providing common business and operational tools to lower costs, expand margins, and, most importantly, share ideas and intelligence throughout the organization, we are positioning the Company for success.
These changes were driven, in part, by our investors’ keen sense of urgency — an urgency shared by the Board of Directors. In a very short period, we have introduced an almost entirely new, reorganized leadership team, and re-segmented our business. The strategic and tactical organizational changes made over the course of 2023 have reenergized our Company and culture and have directly impacted and elevated our financial performance – as evidenced by sequential improvements in both consolidated net revenues and Adjusted EBITDA margins in every quarter of fiscal 2023.
In this context, this Compensation Discussion & Analysis ("CD&A”) explains our executive compensation program for our 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 fiscal 2023.
NamePrincipal Position
Ken A. Peterman*Chairman, President and Chief Executive Officer (“CEO”)
Michael A. BondiChief Financial Officer
Maria HeddenChief Operating Officer
Donald E. Walther**Chief Legal Officer and Corporate Secretary
Nancy StalloneTreasurer
Michael D. Porcelain*Former CEO and President
* As disclosed in our 2022 Proxy Statement, on August 10, 2022, the Company announced that Mr. Peterman had been appointed President and Chief Executive Officer immediately succeeding Mr. Porcelain. Please see “Michael Porcelain Compensation Arrangements” section later in this CD&A for a discussion of Mr. Porcelain’s fiscal 2023 compensation arrangements as reported in our fiscal 2022 Proxy Statement.
** Mr. Walther joined the Company as Chief Legal Officer on April 23, 2023.
RESPONSE TO SAY-ON-PAY AND STOCKHOLDER FEEDBACK
From an executive compensation standpoint, fiscal 2023 was a unique year. We onboarded a new CEO (see next page of this CD&A) while conducting investor outreach to better understand the concerns and perspectives of our stockholders in response to our fiscal 2022 say-on-pay vote. As part of this outreach, our Compensation Committee chair and Nominating and Governance Committee chair, together with representatives from our investor relations team, held numerous meetings with various stockholders throughout the fiscal year to listen to, receive and implement feedback on our executive compensation programs and other matters. Also, as part of our response to fiscal 2022's say-on-pay vote and in an effort to promote new perspectives from the vantage point of a large investor, in fiscal 2023, Mark Quinlan was appointed as the new chairperson of the Compensation Committee of our Board of Directors.
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COMPENSATION DISCUSSION AND ANALYSIS
What We HeardWhat We Did
Consistent with historic feedback, our largest stockholders were generally supportive of our overall executive compensation program and its focus on alignment of pay and performance.
As part of our commitment to good corporate governance and to support the continued alignment that our program continues to be aligned with stockholder interests and best practices, the Compensation Committee worked closely with our independent compensation consultant to conduct a competitive review of our program, including our severance arrangements. We validated that our new CEO’s arrangement is competitive with organizations with whom we compete for executive talent and aligned with market practice. Please see the “Employment Agreements, Severance and Change-In-Control Practices” section later in this CD&A for more information.
No stockholders expressed specific concerns about our severance payments to former executive officers. Understandably, however, there was interest about our approach to structuring severance arrangements during a time of unprecedented change in leadership.Getting our leadership structure right was the Board’s key focus in early 2023. Based on the specific facts and circumstances of the transitioning executives, our stockholders understood that the severance payments made to the former executives were one-time in nature and were necessary to effectuate a smooth leadership transition and minimize business disruptions during a time of significant organizational transformation.
The Compensation Committee remains committed to keeping an open dialogue with the investor community. We regularly meet with our stockholders to discuss business topics, seek feedback on our performance, and address other matters, such as executive compensation, providing our Compensation Committee, as well as our full Board, with a clear understanding of investor expectations.
Winter/SpringSummerFall
• Review changes to our largest stockholders’ proxy voting policies and perspectives
• Plan for outreach to our largest stockholders and smaller institutional investors with active engagement programs
• Conduct engagements with our largest investors and smaller institutional investors
• Share feedback with our Board
• Review and refresh governance practices and disclosures
• Investor Day (described in section “Engagement With Stockholders”)
• Conduct additional engagement with investors as needed/requested and share feedback with our Board
• Hold annual stockholder meeting
• Review feedback from annual stockholder meeting and determine future priorities
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COMPENSATION DISCUSSION AND ANALYSIS
ONBOARDING MR. PETERMAN TO THE EXECUTIVE TEAM: CEO PAY AT-A-GLANCE
As announced by the Company in August 2022, Ken A. Peterman (who joined Comtech’s Board as an independent director in May 2022 and was later elected Chairman) was appointed President and CEO effective August 9, 2022. In setting Mr. Peterman’s annual compensation as well as his sign-on grants, the Compensation Committee considered factors including, but not limited to, his extensive industry experience, leadership roles requiring innovation and thought leadership, technical acumen and the compensation of CEOs at similarly situated publicly traded companies. The following is an overview of his compensation:
2023 Annual Target Direct Compensation. Mr. Peterman’s regular annual target direct compensation is comprised of base salary and target annual and long-term equity compensation opportunities as follows:
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Base salary:$750,000
Target annual incentive award opportunity:$750,000 (100% of base salary)
Target annual long-term equity incentive award opportunity:
$1,250,000
• $750,000 awarded using long-term performance shares (“LTPS”) which vest based on the achievement of Company Adjusted EBITDA and revenue goals, as well as relative Total Stockholder Return (“rTSR”) as compared to the S&P 600 Index
• $500,000 awarded using restricted stock units (“RSUs”), which vest in equal installments over three years subject to Mr. Peterman’s continued employment
One-Time Sign-On Grants. In addition to offering Mr. Peterman a competitive annual compensation package, the Board approved one-time sign-on grants focused on the goal of creating long-term stockholder value. This included a one-time “turnaround” equity grant comprised entirely of LTPS subject to aggressive stock price performance conditions, and a cash bonus as follows:
Grant TypeAward Provisions
Equity
200,000 performance-based restricted stock units (“PSUs”), which vest subject to the achievement of certain volume weighted average price (“VWAP”) targets (the “VWAP PSUs”). The VWAP PSUs will be eligible to vest on or before the third anniversary of the grant date in four tranches of 50,000 shares if the Company’s 60-day VWAP reaches the following stock price thresholds: $30, $40, $50, and $60. The closing stock price on September 12, 2022, the date of Mr. Peterman’s VWAP PSU grant, was $11.76.
Cash$1,000,000 to be used to purchase shares of the Company’s Common Stock in open market transactions. If Mr. Peterman’s employment with the Company is terminated by the Company for Cause or by Mr. Peterman without Good Reason, in each case, before the one-year anniversary of his hire date, Mr. Peterman would immediately be required to repay 100% of the after-tax sign-on bonus to the Company.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
FISCAL 2023 COMPENSATION HIGHLIGHTS
Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. The Compensation Committee made the following executive compensation decisions for fiscal 2023:
Base salaries. Approved base salary increases for Mr. Bondi, Ms. Hedden and Ms. Stallone of between 5% and 10%, in order to improve alignment with market pay levels. The initial base salaries for Messrs. Peterman and Walther were established when each joined the Company based on a review of market pay levels. None of the other NEOs received base salary adjustments in fiscal 2023 (see ‘‘Base Salary’’ in this CD&A for details).
Annual incentives. In light of the extensive changes to our business strategy and leadership team as described above, the Compensation Committee took a holistic view of the Company’s financial, operational and strategic performance results in determining final award payouts. While financial metrics were initially considered at the start of fiscal 2023, the Compensation Committee ultimately concluded that it was not appropriate or realistic to measure overall performance against those metrics because (i) such metrics were formulated prior to the extensive changes to our business strategy and leadership team, and (ii) such metrics did not reflect the subsequent overhaul and restructuring activities related to the Company’s revised business plan and long-term strategy implemented during fiscal 2023. As such, the Compensation Committee approved annual incentive payouts ranging between 134% - 175% of target to each of the NEOs (see “Annual Incentive Plan Awards” in this CD&A for details).
For fiscal 2024, the Compensation Committee intends to return to its formulaic approach to determining annual incentive award payouts. The CEO’s annual incentive award opportunity will be based 100% on the achievement of financial goals, while each of the other NEOs’ annual incentive award opportunity will be based on a combination of financial and personal goals weighted at 75% and 25%, respectively, as follows.
Fiscal 2024: CEO Incentive Award Payout Formula
Annual Incentive
Target Opportunity
($)		x
Financial
Performance Payout
(%)
 = Annual
Incentive
Award
Payout
($)
Fiscal 2024: Other NEOs Incentive Award Payout Formula
Annual Incentive
Target Opportunity
($)		xFinancial
Performance
Payout
(%)		x75%+Personal
Performance
Payout
(%)		x25% =
Annual
Incentive
Award
Payout
($)
Long-term incentives. To continue to strengthen alignment with stockholders, the long-term equity incentive awards were granted to the new CEO and new Chief Legal Officer using a mix of 60% in LTPS and 40% in RSUs. The equity incentive awards for all other NEOs were comprised of 50% LTPS and 50% RSUs. The Compensation Committee also approved the addition of rTSR as a performance metric applicable to the LTPS.


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COMPENSATION DISCUSSION AND ANALYSIS

FISCAL 2023 BUSINESS HIGHLIGHTS
Our progress toward “One Comtech” is delivering results to our stakeholders through streamlined operations, improved collaboration and accelerated innovation. In fiscal 2023, we refreshed our leadership team and Board of Directors to support our strategic plan more directly. With a leaner cost structure, we shifted resources toward accelerating product development. And we enjoy more collaborative relationships with industry partners thanks to our innovation foundry, EVOKE (which added four partners in fiscal 2023). Despite a challenging economic environment, we remain intensely focused on managing the factors we can control, and continue to deliver improved top- and bottom-line performance.
Comtech is a very different company than it was in fiscal 2022. Our new leadership team has set the tone for our ongoing progress. In their short tenure, the Company has already achieved critical financial and strategic milestones, all of which factored into the pay decisions made by the Compensation Committee.

Fiscal 2023 Financial Highlights. Over the course of the past four quarters, our work has resulted in consolidated net sales increasing, sequentially, every quarter of the fiscal year. Our Adjusted EBITDA margins have also increased, sequentially, every quarter of the fiscal year. In addition, we have identified and are implementing significant near-term annual profit improvement initiatives. These incremental results over the course of fiscal 2023 speak to the progress of our ongoing transformation. Following are key financial results:
$550.0M
Net Sales
$184.5M
Gross Profit
$594.1M
Net Bookings
33.5%
Gross Margin
– $14.6M
Operating Loss
$53.5M / 9.7%
Adj. EBITDA(1)
(1) For a definition and explanation of "Adjusted EBITDA" (a Non-GAAP financial measure) as well as reconciliations to GAAP and Non-GAAP measures, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Fiscal 2023 and 2022 - Adjusted EBITDA” in our Fiscal 2023 Annual Report on Form 10-K, filed with the SEC on October 12, 2023.

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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2023 Non-Financial Accomplishments. We believe that the financial outcomes reflected above validate that Comtech’s operations, supply chain management, and processes and controls continue to strengthen, positioning us to capitalize on short-term opportunities and plan for the future. Charged with leading this transformation, our Executive Team delivered in fiscal 2023 and charted an aggressive course forward for fiscal 2024.

Below are highlights of the some of the most significant achievements over the last year that contributed to our results:
Operational
• Brought 14 siloed businesses together to form two cohesive and collaborative operating segments.
• Audited and improved all our significant functional processes to better understand our costs, pricing, and customer needs.
• Unified our operations and sourcing and implemented common business systems to improve risk management, financial forecasting, and make life easier for everyone at Comtech to generate revenue.
• Rolled out our first ever company-wide long range Strategic Goal Deployment (SGD) with clear accountability at every level.
• Made difficult but necessary decisions to reduce headcount to reconcile our cost structure with our operating profile and strategic goals.
• Completed our migration to our state-of-the-art Chandler, Arizona facility and set our UK facility in Basingstoke on a path to profitability.
Strategic
• Conceived of and launched the EVOKE innovation foundry, securing key partnerships with proven technology leaders to develop a next generation set of products and services based on Comtech technologies.
• Initiated a transition from an equipment supplier to software solutions and “as a service” business models that can create value in unprecedented ways across all our addressable markets.  
Leadership & Governance
• Refreshed the Board with multiple new independent directors and a new Chairman.
• Reorganized our Leadership Team and re-segmented our business.
• Developed and implemented a formal people strategy to ensure we have the right talent in the right functions to help drive growth, revenues, and profitability.
• Implemented and advanced a new slate of ESG initiatives.
Culture & Brand
• Implemented “One Comtech,” bringing the Company together under a common strategy, targeting a shared view of the future, and providing everyone with a common business and operational machinery to lower costs, expand margins, and most importantly, share ideas throughout the organization.
• Rebranded Comtech as a business: we are perceived as innovators and thought leaders, and our expertise and opinions are routinely sought at industry conferences, events, and in key trade publications.
• Completely modernized our branding, including our website and logo, to visibly represent the significant transformation at our company.
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COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION GOVERNANCE PRACTICES & POLICIES
We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives:
What We DoWhat We Don’t Do
1.jpg
Place a significant emphasis on performance-based, variable compensation
2.jpg
We do not allow repricing of underwater stock options without stockholder approval
1.jpg
Maintain robust stock ownership guidelines
2.jpg
We do not have excessive perquisites
1.jpg
Annual say-on-pay vote
2.jpg
We do not allow hedging or short sales or pledging of our securities
1.jpg
Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan
2.jpg
We do not pay dividends or dividend equivalents on unearned performance-based awards
1.jpg
Maintain a recoupment (“clawback”) policy
2.jpg
We do not have tax gross ups
1.jpg
Use an independent, external compensation consultant
2.jpg
We do not maintain employment agreements, except for with the CEO
WHAT GUIDES OUR PROGRAM
COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES
The principal goals of our executive compensation program 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. Our compensation philosophy is driven by the following guiding principles that underpin the critical connections between performance, long-term value creation, talent management and compensation governance:
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2.jpg
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Performance-Driven and
Stockholder Aligned		Competitively
Positioned
Responsibly
Governed
A meaningful portion of an NEO’s total compensation should be variable (“at-risk”) and linked to the achievement of specific short- and long-term performance objectives and designed to drive stockholder value creation.Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to help us attract and retain the best people to lead our success.Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.
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COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION ELEMENTS
The following primary elements of compensation support our executive compensation philosophy and are intended to strike an appropriate balance across top-line growth, profitability, non-financial business imperatives and cash flow generation, as well as drive stockholder value creation.
ElementObjective
FixedBase SalaryProvide market-competitive base pay, reflective of an NEO’s role, responsibilities, and individual performance to attract and retain top talent
Variable /
At-Risk		Annual
Incentives		Motivate and reward eligible NEOs for their efforts and contributions to our business success, based upon Comtech’s financial and operational performance metrics
Long-Term
Equity Incentives		Align our NEOs’ awards with the long-term interests of our stockholders, as well as Comtech’s long term business strategy and leadership talent retention goals
PAY MIX
The charts below show the target annual total direct compensation (excluding one-time new hire grants) of Mr. Peterman and our other NEOs (excluding Mr. Porcelain) for fiscal 2023. These charts illustrate that a majority of executive compensation is at-risk (73% for Mr. Peterman and an average of 54% for our other NEOs, excluding Mr. Porcelain).

Pay Mix 01.jpg
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COMPENSATION DISCUSSION AND ANALYSIS
THE DECISION-MAKING PROCESS
The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee comprises 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.
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 his recommendations pertaining to other executives' pay with the Compensation Committee. The Chairman and CEO did not participate in the deliberations of the Compensation Committee or Board regarding his own compensation. Independent members of the Board make all final determinations regarding the compensation of the Chairman and CEO.
The Role of the Independent Compensation Consultant. During fiscal 2023, the Compensation Committee engaged an independent compensation consultant to provide expertise on competitive pay practices, and program design. Pursuant to authority granted to it under its charter, the Compensation Committee retained Pearl Meyer & Partners, LLC ("Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Compensation Committee. Pearl Meyer did not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and determined that the services rendered by Pearl Meyer did not raise any conflicts of interest.
The Role of the Peer Group. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal 2023 compensation levels, the Compensation Committee, with the support of Pearl Meyer, conducted an in-depth peer group analysis to determine a formal group of peer companies. We believe this peer group reflects our labor market for executive talent and uses a balanced combination of direct and broader industry peers. The peer group is intended to reflect companies of a similar size, scope of operations, complexity, and footprint as Comtech.
For 2023, the Compensation Committee approved a peer group of comparably-sized communications and satellite companies that served as the primary basis for our market-based compensation studies. It will be reviewed annually for continued appropriateness.
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COMPENSATION DISCUSSION AND ANALYSIS
As such, the Compensation Committee considered publicly-available data from industry compensation surveys and proxy statements from the group of 15 peer companies listed below. Data was collected from US-based, publicly-traded, communications equipment/telecommunication services companies with revenues and market capitalization generally between 0.4x and 2.5x that of Comtech. Based on the above criteria, the fiscal 2023 compensation peer group was comprised of the following companies, as approved by our Compensation Committee:
Fiscal 2023 Compensation Peer Group
ADTRAN, Inc.Casa Systems, Inc.Harmonic Inc.
ATN International, Inc.Digi International Inc.Infinera Corporation
Aviat NetworksDucommun IncorporatedNETGEAR, Inc.
CalAmp Corp.DZS Inc.Ribbon Communications Inc.
Cambium Networks CorporationExtreme Networks, Inc.TESSCO Technologies Incorporated
As part of its analysis, the Compensation Committee also evaluated the appropriateness of each NEO’s compensation based on factors such as Company and business unit performance, job scope, individual performance, time in position, and alignment with comparable positions at companies in the peer group. While the Compensation Committee believes setting target total direct compensation around the market median is appropriate, target total direct compensation levels can range from below to above-market based on factors such as experience and performance of the individual and the Company or applicable business unit over time. To the extent the Compensation Committee deems that the compensation level associated with a NEO’s position versus the market (one measure of which is the peer group) is not aligned with the relevant factors, the Compensation Committee may choose to modify one or more of the NEO’s compensation components. With input from its independent compensation consultant, the Compensation Committee intends to annually review the compensation peer group to evaluate whether it continues to meet the Company’s objectives, and may modify it in the future, as appropriate.

FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL
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 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. While 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, adjustments for fiscal 2023 were informed by a comprehensive competitive market study conducted by our independent compensation consultant.

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COMPENSATION DISCUSSION AND ANALYSIS
The base salary increases for Mr. Bondi, Ms. Hedden and Ms. Stallone were made in order to improve alignment with market pay levels, while the initial base salaries for Messrs. Peterman and Walther were established when each joined the Company based on a review of market pay levels. The table below shows the base salary rates for fiscal 2023:
NameFiscal 2022Fiscal 2023% Change
Ken A. Peterman*N/A$750,000N/A
Michael A. Bondi$351,488$386,63610%
Maria Hedden$485,000$509,2505%
Donald E. Walther*N/A$475,000N/A
Nancy Stallone$333,102$366,41210%
* Messrs. Peterman and Walther were not NEOs in fiscal 2022.
ANNUAL INCENTIVE PLAN AWARDS
Annual incentive awards are designed to reward individuals for Company and personal performance. Each NEO is assigned an annual incentive target established based upon their size and scope of responsibility, ability to impact overall results, internal equity and relevant market data. Actual awards may range from zero to 200% of target, depending on performance results, and the Compensation Committee retains discretion to further adjust the award upward or downward based on its assessment of Company and/or individual performance. Total payouts shall not exceed 200% of each NEO’s stated target award opportunity.
Fiscal 2023 Results and Award Payouts. Historically, the Compensation Committee determined financial metrics and/or personal goals at the beginning of the year, and failure to achieve the threshold performance levels for any of the metrics or goals resulted in no payout being delivered for that component, whether it be financial or personal. In fiscal 2023, however, the CEO transition prompted an extensive reevaluation of the business landscape as well as the roles and responsibilities of the management team. Upon careful examination, it became apparent to the Compensation Committee that the original financial plan and metrics, established largely before the extensive changes to our business strategy and leadership team, and prior to the rollout of the “One Comtech” vision and lean initiatives and restructuring activities, were not fully aligned with the Company’s new strategic direction and priorities.

The initial fiscal 2023 financial metrics considered pre-tax profit, as defined, of $5,000,000, Adjusted EBITDA (a Non-GAAP measure defined under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Fiscal 2023 and 2022 - Adjusted EBITDA” in our Fiscal 2023 Annual Report on Form 10-K, filed with the SEC on October 12, 2023) of $50,000,000, and free cash flows, as defined, of $10,000,000. Our actual fiscal 2023 pre-tax profit and free cash flows did not meet the threshold requirements for payouts to each of our NEOs; however, our Adjusted EBITDA achievement was at 107.0% of the targeted amount which would have resulted in 175.1% payout for that specific metric.

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COMPENSATION DISCUSSION AND ANALYSIS
Therefore, in light of the extensive changes to our business strategy and leadership team at the onset of fiscal 2023, the Compensation Committee determined to take a holistic view of the Company’s financial, operational and strategic performance results in determining final award payouts at the end of the year — as it was unrealistic to determine and establish new financial metrics and goals while the Company was simultaneously overhauling its short-term business plan and long-term strategy. Specific financial, strategic and operational accomplishments considered in the determination of the fiscal 2023 annual incentive payouts included, but were not limited to:
Financial
Strategic
Operational
• Identified and implemented material near-term annual profit improvement initiatives
• Rolled out “One Comtech” initiative and strengthened Executive Leadership Team
• Successfully transitioned CEOs
• Rebuilt trust with U.S. government customers and agencies, increasing pipeline of revenue opportunities
• Inspired first ever EVOKE innovation foundry, securing key partnerships and access to proven technologies
• Advanced position as a global leader in troposcatter technologies, growing domestic and international pipeline opportunity
• Achieved sequential quarterly net sales and Adjusted EBITDA growth (including positive GAAP operating income for the fourth quarter of fiscal 2023; an important accomplishment given the significant restructuring activities that took place in fiscal 2023 and given that the Company had not realized a positive quarterly operating income since Q4 fiscal 2021)
• Created new business/convergence opportunities in emerging markets for Comtech, e.g., geospatial
• Brought 14 siloed businesses together to form two cohesive and collaborative segments; modernized global Comtech presence with refreshed logo and social media
• Successfully renewed Credit Facility in November 2022
• Successfully advanced Board “refresh” objectives and ESG initiatives
• Completed migration to Chandler, AZ facility
Our Executive Team delivered in fiscal 2023 and charted an aggressive course forward for fiscal 2024. But our journey toward “One Comtech” is far from over—our customers increasingly demand solutions (vs. products) and seek insight (vs. raw data). Accordingly, we must continue to attract and retain the talent required to meet these demands as we anticipate market shifts and implement a durable growth strategy.

Recognizing both the boldness of “One Comtech” and the tenacity of our Executive Leadership Team in delivering for our stakeholders, the Compensation Committee approved annual incentive payouts to each of the NEOs ranging from 134% to 175% of target, as follows:
NameTarget Award
Opportunity ($)		Actual Award
(% of Target)		Actual Award
($)*
Ken. Peterman$750,000175%$1,312,501
Michael A. Bondi$352,419175%$616,736
Maria Hedden$270,375175%$473,163
Donald E. Walther**$237,500173%$135,005
Nancy Stallone$96,800134%$130,010
* Amounts rounded to the nearest whole share.
** Mr. Walther’s actual annual incentive award was prorated based on his date of hire.
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COMPENSATION DISCUSSION AND ANALYSIS
For fiscal 2024, the Compensation Committee intends to return to its formulaic approach to determining annual incentive award payouts. The CEO’s annual incentive award opportunity will be based 100% on the achievement of pre-established financial goals which historically consisted of equally weighted metrics of pre-tax profit, adjusted EBITDA and free cash flow. Each of the other NEOs’ annual incentive award opportunity will be based on a combination of financial and personal goals weighted at 75% and 25%, respectively.
LONG-TERM EQUITY INCENTIVE AWARDS
Equity compensation directly aligns the interests of the NEOs with those of our stockholders. The Compensation Committee considers a mix of equity vehicles as follows:
Award TypeDesign At-a-Glance
LTPS
LTPS are designed to align executive pay with achievement of financial metrics that are viewed as most impactful to stockholders. Performance is measured against both relative and absolute metrics to provide a comprehensive and balanced evaluation of our long-term business performance. NEOs can earn between 0% and 200% of their target award opportunity.
If the performance goals are achieved and the executive remains employed by the Company, LTPS vest at the end of the three-year performance period.
RSUsRSUs granted to NEOs in fiscal 2023 vest in equal installments each year on the first three anniversaries of the grant date.
To continue to strengthen alignment with stockholders, the long-term equity incentive awards were granted to the new CEO and new Chief Legal Officer using a mix of 60% LTPS and 40% RSUs. The equity incentive awards for all other NEOs were comprised of 50% LTPS and 50% RSUs. In consultation with our executive compensation consultant and in furtherance of enhancing our compensation strategies to be more in line with market, the Compensation Committee also approved the addition of rTSR as a performance metric for the LTPS awards.
Fiscal 2023 Annual Grants. For fiscal 2023, the NEOs received long-term incentive awards as follows (excluding any one-time grants or awards):
NameValue of RSUs
($)		Target Value of LTPS ($)
Estimated Fair Value of Awards (1)
($)
Ken A. Peterman(2)
$500,000$750,000$1,250,000
Michael A. Bondi$176,210$176,210$352,420
Maria Hedden$135,188$135,188$270,376
Donald E. Walther(3)
$159,125$237,500$396,625
Nancy Stallone$48,400$48,400$96,800
(1) For each of the then-serving NEOs, amounts were determined based on the closing price of our Common Stock on the date of grant on August 12, 2022, which was $12.13. Mr. Peterman’s award was granted on September 12, 2022, with a grant date fair value per share of $11.76. Mr. Walther’s award was granted on April 28, 2023, with a grant date fair value per share of $10.35.
(2) Mr. Peterman also received a one-time sign-on grant on September 12, 2022 of 200,000 VWAP PSUs with a grant date fair value of $588,500 which is not included in the table above. This amount was determined based on an average grant date fair value per share of $2.94. This award will vest on the third anniversary of the grant date based upon the achievement of certain stock price targets for the Company’s Common Stock. For details on the market conditions of this award, please see “Onboarding Mr. Peterman to the Executive Team: CEO Pay At-A-Glance” in this CD&A.
(3) Mr. Walther also received a one-time, new hire grant of RSUs with a grant date fair value of $300,000, which is not included in the table above. This amount was determined based on the closing price of our Common Stock on the date of the grant on April 28, 2023, with a grant date fair value per share of $10.35. This award will vest 100% on the third anniversary of the grant, subject to Mr. Walther’s continued employment through the vesting date.
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COMPENSATION DISCUSSION AND ANALYSIS
In determining the actual amount of annual grants of long-term equity awards for each NEO, the Compensation Committee 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.
A Closer Look at LTPS. The Compensation Committee believes that LTPS 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. NEOs can earn between 0% and 200% of their target award opportunity. The actual number of LTPS that are earned and vested is based on the achievement of predetermined metrics at the end of a three-year performance period, as outlined below:
Fiscal 2023 LTPS (August 1, 2022-July 31, 2025)
MetricWeightingDetail
Revenue33.3%
• Revenue incentivizes the delivery of an appropriate level of top-line growth
Adjusted EBITDA33.3%
• Adjusted EBITDA focuses on profitable growth, while continuing to provide strong accountability for returns and continues to be viewed as a core driver of the Company’s performance and stockholder value creation
Relative TSR33.3%
• Measured relative to the S&P 600 Index over a three-year period
• Capped at 100% of target if absolute TSR is negative
• Enhances alignment with stockholders
In determining specific target levels for LTPS goals at the beginning of fiscal 2023, the Compensation Committee established revenue and Adjusted EBITDA goals intended to motivate our executive officers to target long-term growth opportunities and also added a rTSR metric to strengthen stockholder and market-practice alignment. The Compensation Committee established goals designed to be challenging at target for fiscal 2023 and applied an annual positive growth factor for each of the years in the three-year performance period for both revenue and Adjusted EBITDA. As noted above, our TSR performance is measured relative to the S&P 600 Index.
In order to receive any shares under a LTPS award, a NEO must achieve threshold performance levels on at least one goal. Awards are capped at 200% of target. Also, if the Company’s TSR performance is negative, but rTSR would have resulted in a payout above target, the rTSR LTPS payout is capped at 100% of target.
Performance LevelPerformance Metrics & ObjectivesLTPS Shares
Earned
RevenueAdjusted
EBITDA
rTSR
(Percentile
Achievement)
Threshold70% of Target25th Percentile50%
Target100% of Target50th Percentile100%
Maximum200% of Target75th Percentile200%
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.

As part of our commitment to good corporate governance and to support the continued alignment of our compensation programs with stockholder interests and best practices, for fiscal 2024, we adjusted the threshold performance level from 70% of target to 85% of target and adjusted the maximum performance level from 200% of target to 115% of target.

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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2021 LTPS Performance (August 1, 2020-July 31, 2023) Results and Payouts. On July 31, 2023, the three fiscal-year performance period for the LTPS granted in fiscal 2021 ended. For these awards, for the current, then-serving NEOs at the time of the grant, the performance goal for revenues was achieved at 78.8% of target and the performance goal for Adjusted EBITDA was below threshold resulting in a performance level achievement of 0%. As each performance goal was weighted 50%, the aggregate performance level was 39.4% of target (the target revenue goal equaled $2.05 billion, with actual performance equal to $1.62 billion). Based on these results, the current, then-serving NEOs received the following shares:
NameTarget LTPS GrantedLTPS Shares Earned
Michael A. Bondi9,0503,565
Nancy Stallone2,399945
OTHER COMPENSATION POLICIES, PRACTICES AND GUIDELINES
STOCK OWNERSHIP GUIDELINES AND MANDATORY HOLDING PERIODS
Our Board of Directors has adopted stock 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. The minimum equity ownership guidelines for our continuing NEOs and our non-employee directors are as follows:
TitleGuideline
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, 2023, 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 Annual Incentive Plan 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 as well as the requirements applicable to all of our NEOs under our clawback policy described below.
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COMPENSATION DISCUSSION AND ANALYSIS
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.
In connection with the Nasdaq’s adoption of new listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Compensation Committee adopted a new Dodd-Frank Policy on Recoupment of Incentive Compensation, which provides for the recoupment of compensation of certain of the Company’s current and former executive officers in certain circumstances in the event of a restatement of financial results by the Company.

ANTI-HEDGING AND ANTI-PLEDGING POLICY
The Board of Directors believes that it is inappropriate and undesirable for 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 therein.
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.
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 for performance, and do not promote excessive or imprudent risk-taking.
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.
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COMPENSATION DISCUSSION AND ANALYSIS
Health, life and disability benefits are offered to NEOs in the same manner available to all of our U.S. employees. 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 2023 Summary Compensation Table.”
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL PRACTICES

Employment Agreements. The Company does not enter into employment agreements with its NEOs, other than with respect to the President and Chief Executive Officer role. The Company entered into an employment agreement with Mr. Peterman on September 12, 2022, which agreement expires on August 9, 2025 (subject to automatic annual renewals) (the “CEO Employment Agreement”). The CEO Employment Agreement provides for the initial base salary, annual target bonus opportunity and equity awards, as described above. In addition, the CEO Employment Agreement provides for the payment of severance in the event of certain qualifying terminations of employment, as described in further detail under “Severance and Change-in-Control Practices” and detailed further under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below.
Severance and Change-in-Control Practices. During fiscal 2023, we worked closely with our independent compensation consultant to conduct a competitive review of our executive compensation program, which included a comprehensive review of our severance and change-in-control practices, which have been evolving along with our business strategy transformation and leadership transitions. We are committed to putting forth a program that aligns with our shareholders’ preferences, market practices and is competitive with organizations with whom we compete for executive talent.
In fiscal 2023, each of our NEOs was subject to the company-wide severance plan, which provides for up to 26 weeks of the employee's annual salary, based on years of service. In addition, our NEOs have varying severance and change-in-control arrangements the provisions of which vary based on their roles in the Company.

CEO Arrangement. As confirmed by our independent compensation consultant, Mr. Peterman’s severance and change-in-control arrangement aligns with prevailing market practices. Below is a summary of the material elements of Mr. Peterman’s provisions upon termination without cause or a resignation by Mr. Peterman for good reason which are included in his employment agreement:
ElementTermination without Cause or for Good Reason not in Connection with
a Change-in-Control		Termination without Cause or for Good Reason in Connection with
a Change-in-Control
Cash Severance
Formula1x Base2x (Base + Target Bonus)
OtherUnpaid prior year bonus, if any; Pro-Rated Current Year BonusUnpaid prior year bonus, if any; Pro-Rated Current Year Bonus
Other Benefits/Provisions
Excise Tax Gross-Upn/aPayments curtailed if cutback results in a better after-tax benefit
COBRA Premium Reimbursement12 mos. maximum24 mos. maximum
Restrictive Covenants
Non-Compete24 mos.24 mos.
Non-Solicit24 mos.24 mos.
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COMPENSATION DISCUSSION AND ANALYSIS

As described above, Mr. Peterman’s severance entitlement is governed under the terms of the CEO Employment Agreement (which severance terms are described under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below).
NEO Arrangements. Mr. Bondi and Ms. Stallone have change-in-control agreements, the terms of which vary based on their roles within 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.”
Porcelain Separation Agreement. As disclosed in the Company’s 2022 Proxy Statement, filed with the SEC on November 18, 2022, the Company entered into a separation agreement with Mr. Porcelain in connection with his mutually agreed separation from the Company. Pursuant to the separation agreement, the parties agreed that Mr. Porcelain would receive certain severance payments and benefits consistent with the severance payable under Mr. Porcelain’s employment agreement for a termination without cause, if he executed and did not revoke a release of claims in favor of the Company. The details of Mr. Porcelain’s separation payments are quantified in the “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination.”

Equity Incentive Awards. Treatment of each NEO’s long-term equity incentive awards is also set forth in the applicable award agreements, and described in greater detail under “Summary and Table of Potential Payments Following a Change-in-Control or Upon Termination” below.

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, 2023 for filing with the SEC.
COMPENSATION COMMITTEE
Mark Quinlan, Chairperson
Wendi B. Carpenter
Lisa Lesavoy
Ellen M. Lord
Lawrence J. Waldman
Compensation Committee Interlocks and Insider Participation
During fiscal 2023, Messrs. Waldman and Quinlan and Mses. Carpenter, Lesavoy and Lord served as members of our Compensation Committee. No member of our Compensation Committee (i) is or was, during fiscal 2023, 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 2023, 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.
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FISCAL 2023 COMPENSATION TABLES
Executive Compensation
The table below provides information concerning the compensation of our NEOs for the fiscal year ended July 31, 2023 and to the extent required by SEC disclosure rules, the fiscal years ended July 31, 2022 and 2021.
Summary Compensation Table - Fiscal 2023
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
($)
Ken A. Peterman
2023692,3081,000,000—3,307,270—19,2585,018,836
President and







Chief Executive Officer







Michael A. Bondi
2023386,636——1,005,769—20,3561,412,761
Chief Financial Officer
2022351,488——431,35764,07617,923864,844
2021341,250——301,908339,26117,547999,966
Maria Hedden
2023509,250——771,626—18,7751,299,651
Chief Operating Officer
2022149,231——488,90047,0965,969691,196
Donald E. Walther
2023155,289305,683—581,642—5,1151,047,729
Chief Legal Officer and
Corporate Secretary






Nancy M. Stallone
2023366,412——236,889—21,289624,590
Treasurer
2022333,102——88,04417,61019,542458,298
2021302,820——80,03093,91118,155494,916
Michael D. Porcelain
2023126,000————3,660,1903,786,190
Former President and
2022659,795924,380—1,795,656—26,6343,406,465
Chief Executive Officer
2021525,000——787,530924,38024,4172,261,327
(1) As noted in the CD&A, in fiscal 2023, the Company undertook a program of leadership refreshment and transition resulting in a number of senior leadership changes. 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. Donald E. Walther was appointed Chief Legal Officer in April 2023 and Corporate Secretary in October 2023.
(2) The amount reported for Mr. Peterman represents a one-time sign-on cash bonus which Mr. Peterman was required to use to purchase shares of the Company’s Common Stock in open market transactions pursuant to the terms of his employment agreement. The amount reported for Mr. Walther represents a relocation incentive bonus pursuant to the terms of his offer of employment.

(3) The amounts reported for fiscal 2023 represent the aggregate grant date fair value of grants in fiscal 2023 of LTPS, time-vested restricted stock units, and VWAP PSUs for Mr. Peterman, all calculated in accordance with FASB ASC Topic 718. In addition, the amounts reported for fiscal 2023 include the aggregate grant date fair value of discretionary fully vested deferred share units (or, in the case of Ms. Stallone, discretionary fully vested shares of Common Stock) granted in recognition of fiscal 2023 performance in lieu of cash payouts under the fiscal 2023 annual incentive program. Assumptions used in the calculation of the amounts reported in this column are discussed in Note 10 to our consolidated audited financial statements for the fiscal year ended July 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on October 12, 2023.

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2023 Proxy Statement
62
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FISCAL 2023 COMPENSATION TABLES
LTPS awarded in fiscal 2023 have a three-year performance period (fiscal 2023 through fiscal 2025), with the number of LTPS that may be earned based on performance over the full performance period ranging 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 2023." No part of the LTPS will be earned if such performance fails to reach the threshold performance level for at least one of the performance goals. The LTPS amounts included for fiscal 2023 in the stock awards column are the grant date fair values of the target number of LTPS, which was the probable level of achievement at the time of grant. In fiscal 2023, the stock awards column included restricted stock units as follows: Mr. Peterman, $500,012; Mr. Bondi, $176,213; Ms. Hedden, $135,189; Mr. Walther, $352,324 (with $52,319 representing a pro-rated amount of time-vested restricted stock units as a result of his mid-year commencement of employment and $300,005 representing a one-time new hire restricted stock unit grant); and Ms. Stallone, $48,411. In fiscal 2023, the stock awards column also included LTPS as follows: Mr. Peterman, $906,257; Mr. Bondi, $212,821; Ms. Hedden, $163,274; Mr. Walther, $94,313; and Ms. Stallone, $58,468. 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 LTPS in this column would be as follows: Mr. Peterman, $1,812,514 (rather than $906,257 at target); Mr. Bondi, $425,641 (rather than $212,821 at target); Ms. Hedden, $326,549 (rather than $163,274 at target); Mr. Walther, $188,625 (rather than $94,313 at target); and Ms. Stallone, $116,936 (rather than $58,468 at target). As referenced above, the stock awards column includes a one-time award to Mr. Peterman of 200,000 VWAP PSUs with a grant date fair value of $588,500 which is scheduled to vest subject to achievement of certain VWAP targets. See "Compensation Discussion and Analysis" and the "Table of Grants of Plan-Based Awards - Fiscal 2023." Under FASB ASC Topic 718, the vesting condition related to Mr. Peterman’s VWAP PSUs is considered a market condition and not a performance condition. Given the ultimate achievement of the VWAP PSUs is dependent on future unknown market conditions, we cannot calculate or disclose any amount in excess of the VWAP PSUs’ grant date fair value at this time. Dividends and dividend equivalents accrued as cash amounts on the 2023 performance-based and time-based restricted stock unit awards granted, and are subject to the same performance-based and time-based vesting requirements that apply to the underlying award.

(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. As noted in the CD&A, the Compensation Committee approved awards under the annual incentive program for fiscal 2023 which were settled in awards of fully vested deferred share units, except for Ms. Stallone who received fully vested shares of Common Stock, in recognition of fiscal 2023 annual performance rather than non-equity incentive plan cash payouts under the fiscal 2023 annual incentive compensation program. Please see footnote (3) for the amounts received in fully vested share awards in recognition of fiscal 2023 annual performance.
(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.
Details of All Other Compensation
Name
401(k)
Matching
Contribution
($)
Automobile
Allowance
($)
Health
Savings
Account
Matching
Contribution
/Medical
Allowance
($)
Severance Payment and Benefits ($)(a)
Total
“All Other”
Compensation
($)
Ken A. Peterman19,258 — — — 19,258 
Michael A. Bondi13,856 6,500 — — 20,356 
Maria Hedden18,775 — — — 18,775 
Donald E. Walther5,115 — — — 5,115 
Nancy M. Stallone13,789 6,000 1,500 — 21,289 
Michael D. Porcelain— — — 3,660,190 3,660,190 
(a) Amount represents a cash payment equal to two times the sum of Mr. Porcelain’s base salary and an amount equal to the target annual incentive award opportunity for fiscal 2022 payable in accordance with the term of the change-in-control agreement ($3,431,552) and an additional payment of $228,638 representing five weeks of salary and unused sick time.
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2023 Proxy Statement
63
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FISCAL 2023 COMPENSATION TABLES
Table of Grants of Plan-Based Awards - Fiscal 2023
(1)
Estimated Future Payouts
Under Fiscal 2023 Non-Equity
Incentive Plan Awards		(2)
Estimated Future Payouts
Under Fiscal 2023 Equity
Incentive Plan Awards		(3)
All other Stock
Awards:		(4)
Grant Date
NameGrant
Date		Threshold
($)		Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)		Shares of
Stock or
Units
(#)		Value of
Stock
Awards
($)
Ken A. 525,000 750,000 1,312,500 ----- 
Peterman9/12/2022- - - 31,88863,776127,552-906,257 
9/12/2022- - - 50,000100,000200,000-588,500 
9/12/2022- - - ---42,518500,012 
7/27/2023- - - ---131,1191,312,501 
Michael A.246,694 352,419 616,734 ----- 
Bondi8/12/2022- - - 7,26414,52729,054-212,821 
8/12/2022- - - ---14,527176,213 
7/27/2023- - - ---61,612616,736 
Maria189,263 270,375 473,156 ----- 
Hedden8/12/2022- - - 5,57311,14522,290-163,274 
8/12/2022- - - ---11,145135,189 
7/27/2023- - - ---47,269473,163 
Donald E. 54,658 78,082 136,644 ----- 
Walther4/28/2023- - - 3,7737,54515,090-94,313 
4/28/2023- - - ---28,986300,005