COMTECH TELECOMMUNICATIONS CORP /DE/
For the period ended Jul 31, 2025. Filed Jan 30, 2026.
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Jul 31, 2025 · Filed Jan 30, 2026
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Notice of Fiscal 2025 Annual Meeting of Stockholders and
Proxy Statement
Comtech Telecommunications Corp.
Virtual Webcast
March 9, 2026 at 1:00 p.m. Eastern Time
at www.cesonlineservices.com/cmtl26_vm
To attend the Annual Meeting, you will need to register in advance no later than 1:00 p.m. Eastern Time on March 8, 2026.See “Proxy Summary” for details on admission procedures to attend the Annual Meeting of Stockholders.
January 30, 2026
Dear Fellow Stockholders:
In Fiscal 2025, we successfully executed a transformation of Comtech Telecommunications Corp. (“Comtech” or the “Company”) that has significantly strengthened the Company. I joined Comtech as an independent director on October 31, 2024, became Executive Chairman on November 27, 2024 and became the CEO on January 13, 2025. It has been an honor to lead Comtech’s transformation as we focus on enhancing value for you, our stockholders.
Some of our noteworthy achievements during the course of fiscal 2025 include:
Significantly improved Comtech's financial health as evidenced by the removal of thedisclosures regarding the Company’s ability to continue as a going concern
Produced positive operating cash flow – $2.3 million in Q3 and $11.4 million in Q4, marking the first quarters of positive operating cash flow since fiscal 2023
Boosted total liquidity to $47 million as of July 31, 2025 – the highest level in recent history
Reduced accounts payable to $26 million as of July 31, 2025 – the lowest level in years
Improved gross margins from 12.5% in Q1 to 31.2% in Q4
Improved Adjusted EBITDA from negative $31 million in Q1 to positive $13 million in Q4
Achieved significant advancements in both operating segments as well as Corporate including:
Our public safety business, rebranded as Allerium, has deepened its market presence and introduced innovative new capabilities while securing long-term customer partnerships;
Our Satellite and Space Communications business executed a successful turnaround, revitalizing the business to address growing demand for secure, mission critical communications with the launch of our next-generation platforms;
Secured new subordinated debt investments and amended credit agreements providing increased financial flexibility and a covenant holiday through January 31, 2027; and
Reinvigorated the corporate culture emphasizing transparency, empowerment and accountability, which has enhanced morale, retention and performance.
These achievements were enabled by enhanced corporate governance, decisive executive leadership, dedicated customer focus, disciplined operational efficiency, reduced cost structure and improved working capital management.
Current and prospective customers, vendors and employees have noted the positive transformation and there is a renewed enthusiasm about building expanded long-term relationships with Comtech.
The Comtech Board of Directors (the “Board”) has also been significantly strengthened. Shortly following my appointment to the Board in October 2024, Michael Hildebrandt was appointed to the Board and took on important leadership roles as Chairman of the Nominating and Governance Committee, Chairman of the Strategic Review Committee and a member of the Audit Committee. Lloyd A. Sprung was appointed to the Board in August 2025 and serves on the Audit Committee and the Strategic Review Committee. More recently, Mary Jane Raymond joined the Board in December 2025 and also serves on the Audit Committee and the Strategic Review Committee. We will be reducing the size of the Board to seven members following the Fiscal 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting” or the “Annual Meeting”) as Wendi B. Carpenter advised the Company of her decision to retire from the Board and not to stand for re-election upon the end of her current term at the Annual Meeting. The Board and I would like to thank Wendi for her contributions and service to the Board.
We cordially invite you to attend the Annual Meeting, scheduled to be held on March 9, 2026 at 1:00 p.m. Eastern Time in a virtual meeting format only, via a live webcast. The Notice of the Fiscal 2025 Annual Meeting of Stockholders, Proxy Statement and proxy card are enclosed.
| Fiscal 2025 Proxy Statement | 2 |
Your Board recommends that you promptly vote “FOR” the election of each of the director nominees named in this proxy statement under Proposal 1 and “FOR” each of Proposals No. 2, 3 and 4 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 by mail, 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 2025 Annual Meeting of Stockholders to be Held on March 9, 2026.
Sincerely,
Kenneth Traub
Chairman, President and Chief Executive Officer
January 30, 2026
| Fiscal 2025 Proxy Statement | 3 |
NOTICE OF FISCAL 2025 ANNUAL MEETING OF STOCKHOLDERS
| Date | March 9, 2026 |
|---|---|
| Time | 1:00 p.m. Eastern Time |
| VirtualMeeting | The fiscal 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting” or the “Annual Meeting”) will be held in a virtual meeting format only. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cmtl26_vm by 1:00 p.m. on March 8, 2026. You will be able to attend and participate in the virtual Annual Meeting by visiting www.cesonlineservices.com/cmtl26_vm, where you will be able to listen to the meeting live, submit questions, and vote. |
| RecordDate | Holders of the Company’s common stock, par value $0.10 per share (our “Common Stock”), and our Series B-3 Convertible Preferred Stock, par value $0.10 per share (our “Preferred Stock”) at the close of business on January 15, 2026 are entitled to receive notice of, and vote at the Annual Meeting. |
| ProxyVoting | It is important that your shares be represented at the Annual Meeting regardless of the numberof 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. Weurge you to vote TODAY:1. By Internet: You can vote your shares via the Internet by going to the website address for Internet voting indicated on your proxy card. You will be required to provide the unique control number printed on your proxy card.2. By Telephone: Depending on how you hold your shares you may also be able to vote by telephone. Please call the phone number indicated on your proxy card at any time and follow the simple instructions provided. You will be required to provide the unique control number printed on your proxy card.3. By Mail: You can vote your shares by mail by marking, signing, dating and returning the proxy card in the postage-paid return envelope provided.Submitting a vote by 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 by proxy and attending the Annual Meeting can be found in the accompanying Proxy Statement. |
| YOUR VOTE IS IMPORTANTIf you have any questions or require any assistance with voting your shares, please contact Comtech’s proxy solicitor:Innisfree M&A IncorporatedStockholders in the U.S. and Canada May Call Toll-Free: (877) 800-5195From Other Locations Please Call: +1 (412) 232-3651Banks and Brokers May Call Collect: (212) 750-5833 |
| Fiscal 2025 Proxy Statement | 4 |
NOTICE OF FISCAL 2025 ANNUAL MEETING OF STOCKHOLDERS
| Items of Business | 1.To elect the seven directors named in this proxy statement to serve until the fiscal 2026 annual meeting of stockholders and until their successors are duly elected and qualified.2.To approve, on an advisory basis, the compensation of our Named Executive Officers.3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending July 31, 2026.4.To approve an amendment to the Company’s 2023 Equity and Incentive Plan, as amended (the “2023 Plan”), to increase the number of shares of Common Stock available under the 2023 Plan. |
|---|---|
| Meeting Details | See “Questions and Answers” for details. |
| By Order of the Board of Directors,Donald E. WaltherChief Legal Officer and Corporate SecretaryJanuary 30, 2026 | |
| Fiscal 2025 Proxy Statement | 5 |
| Proxy Summary | 8 |
|---|---|
| About Us | 10 |
| Questions and Answers | 10 |
| Preferred Investors | 18 |
| Table of Principal Stockholders | 19 |
| Table of Shares Beneficially Owned by Directors and Named Executive Officers | 21 |
| Delinquent Section 16(a) Reports | 21 |
| Directors and Executive Officers | 22 |
| Board of Directors and Director Qualifications | 24 |
| Executive Officers | 31 |
| The Board’s Oversight Role | 33 |
| Cybersecurity-Related Risks | 33 |
| Board Refreshment | 33 |
| Our Governance Policies and Guidelines | 34 |
| Independent Directors | 36 |
| Board Leadership Structure | 36 |
| Committees of the Board of Directors | 38 |
| Oversight | 38 |
| Nominating and Governance Committee | 38 |
| Audit Committee | 39 |
| Compensation Committee | 40 |
| Technology, Innovation and Cyber Committee | 40 |
| Strategic Review Committee | 41 |
| Attendance | 41 |
| Engagement With Stockholders and Other Key Stakeholders | 41 |
| Highlights of Engagements with Stockholders and Other Key Stakeholders | 42 |
| Code of Ethics | 43 |
| Insider Trading Policy | 43 |
| Communications with Our Board of Directors | 44 |
| Stockholder Recommendations for Director Candidates | 44 |
| Director Compensation | 45 |
| Compensation Overview | 47 |
| INTRODUCTION | 47 |
| Executive Compensation | 47 |
| Narrative Disclosure to Summary Compensation Table | 48 |
| Outstanding Equity Awards at Fiscal Year End – Fiscal 2025 | 57 |
| Compensation Committee Interlocks and Insider Participation | 57 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 61 |
| Audit Committee Report | 62 |
| Certain Relationships and Related Transactions | 63 |
| Background of Proposal No. 1 | 67 |
| Background of Proposal No. 2 | 68 |
| Background of Proposal No. 3 | 69 |
| Background of Proposal No. 4 | 70 |
|---|---|
| Additional Information | 82 |
| Householding | 82 |
| Forward-Looking Statements | 84 |
| Incorporation by Reference | 85 |
| Other Business and Information | 85 |
| Costs of the Solicitation | 85 |
| Stockholder Proposals and Director Nominations for the Fiscal 2026 Annual Meeting | 85 |
| Appendix A | 87 |
| Proxy Card | 101 |
PROXY SUMMARY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.