Cambium Networks Corp

This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2024, for our “named executive officers.” As a smaller reporting company, the SEC defines our named executive officers as (i) any individual serving as our Chief Executive Officer during the fiscal year; (ii) our two most highly compensated executive officers other than the Chief Executive Officer, who were serving as such as of December 31, 2024; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year.

Overview

This section provides a discussion of the compensation paid or awarded to our President and Chief Executive Officer and our two other most highly compensated executive officers as of December 31, 2024. We refer to these individuals as our “named executive officers.” As a “smaller reporting company” and pursuant to the rules of the SEC, the Company is providing compensation information for the following individuals as our named executive officers:

* Morgan Kurk, President and Chief Executive Officer and Director

* Jacob Sayer, Chief Financial Officer (1)

* Vibhu Vivek, Senior Vice President, Product

(1) Mr. Sayer was appointed as Chief Financial Officer, effective April 8, 2024 and resigned as Chief Financial Officer effective as of September 5, 2025.

Our current executive compensation program is intended to align executive compensation with our business objectives and with the interests of our shareholders, and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our named executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices, the overall performance of the Company, and our ability to meet shareholder objectives. We provide each of our named executive officers with an annual base salary, annual incentive compensation and long-term incentives. The details of our 2024 executive compensation program are discussed below.

Compensation of Named Executive Officers

Role of the Compensation Committee and Management

Pursuant to its charter and in accordance with the rules of the Nasdaq Global Market, the compensation committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our compensation committee seeks input and receives recommendations from members of our executive management team when discussing the performance and compensation of other executive officers, and in assessing the financial and accounting implications of our compensation program and hiring decisions. Although the compensation committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs, no compensation consultants were engaged with respect to our 2024 compensation program.

During 2024, our compensation committee reviewed and determined our executive compensation, including base salaries, bonuses, and equity awards, to further align our compensation program with shareholder interests and our long-term business and operational goals, and provided appropriate rewards and incentives for our executive officers. The compensation committee reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors.

The role of management is to preliminarily design our executive compensation program, policies, and governance, and to make recommendations to the compensation committee regarding these matters, with the ultimate approval of the compensation program made by the compensation committee. Management reviews the effectiveness of our compensation program, including competitiveness and alignment with our objectives. Management also recommends changes to our compensation program to help promote achievement of program objectives and reviews and makes recommendations with respect to the adoption and approval of, or amendments to, company-wide incentive compensation plans. Except with respect to their individual compensation, our Chief Executive Officer, Chief Financial Officer and Chief Legal and HR Officer made compensation recommendations to the compensation committee with respect to base salaries, bonuses, and equity awards for our executive officers, including the named executive officers, other than themselves, which were taken into account by the compensation committee in making its decisions regarding executive compensation.

Base salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each executive officer’s scope of responsibility and accountability with us. In 2024, annual base salaries for Mr. Kurk, Mr. Sayer and Mr. Vivek were $500,000, $400,000 (prorated based on his date of hire), and $413,700, respectively. Please see the “Salary” column in the 2024 Summary Compensation Table for the base salary amounts received by each named executive officer with respect to 2024.

Annual incentive compensation

We provide members of our senior leadership team with an opportunity to earn annual cash incentive compensation, either through our annual incentive program or through a commissions-based program for members of our sales team.

Annual incentive compensation holds executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture. Our annual incentive program provides variable compensation based on the achievement of performance goals established by the compensation committee at the beginning of each fiscal year. Under the 2024 annual incentive compensation program applicable to each of our named executive officers, variable compensation was payable based on the achievement of certain corporate financial performance measures relating to revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) as reported by the Company in its year-end financial results. The weighting of targets was set at 48% on achievement of the revenue target, 32% on achievement of the EBITDA target, and 20% at the discretion of the compensation committee. The Company was required to meet certain financial covenants under its credit facilities before any bonus is paid.

For 2024 the variable compensation opportunities for Mr. Kurk, Mr. Sayer and Mr. Vivek were 100%, 50% and 40% of their respective base salaries, respectively. Following the end of 2024, the compensation committee reviewed our achievements against the revenue and EBITDA financial performance measures and determined that we did not meet target levels of achievement. Furthermore, the compensation committee did not approve payment of the discretionary component of the annual cash incentive program. As a result, none of the named executive officers received an annual cash incentive payment for 2024.

Equity Compensation

To further align the interests of our executive officers with the interests of our shareholders and to further focus our executive officers on our long-term performance, we include equity compensation as a key component of our executive compensation program. In 2024, equity compensation was delivered to our named executive officers in the form of share options and/or service-based restricted share units (“RSUs”), each of which are viewed as supporting our “pay for performance” culture and aligned with our shareholders’ interests as share options will have no value unless our share price increases from the date of grant and RSUs fluctuate in value based on our share price. During 2024, equity awards in the form of share options and RSUs were granted to Mr. Sayer as part of his compensation package upon being newly hired by the Company as Chief Financial Officer. Mr. Kurk and Mr. Vivek each received a share option award as an annual refresh award and Mr. Vivek received an RSU as an additional incentive award.

The table below sets forth the grant date fair value of the equity awards granted to each of the named executive officers during 2024.

(1)

Represents the grant date fair value of the award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”).

(2)

Share options for 500,000 shares were awarded to Mr. Kurk on May 16, 2024. Mr. Kurk’s share options have an exercise price of $3.60 per share and vest 25% on the first anniversary of the date of grant and in equal quarterly installments over the succeeding three years, subject to Mr. Kurk’s continued service with us through the vesting date.

(3)

Share options for 200,000 shares and RSUs with respect to 30,000 shares were awarded to Mr. Sayer on May 16, 2024 as part of his appointment as Chief Financial Officer. Mr. Sayer’s share options had an exercise price of $3.60 per share and the share options and RSUs each vest 25% on the first anniversary of the date of grant and in equal quarterly installments over the succeeding three years, in each case, subject to Mr. Sayer’s continued service with us through the vesting date. Upon Mr. Sayer's termination of employment, all unvested share options and RSUs were forfeited.

(4)

Share options for 30,000 shares were awarded to Mr. Vivek on March 18, 2024 with an exercise price of $4.26 per share. These share options vest 25% on the first anniversary of the date of grant and in equal quarterly installments over the succeeding three years. On July 10, 2024, RSUs with respect to 40,000 shares were awarded to Mr. Vivek, vesting 25% on the first anniversary of the date of grant and in equal quarterly installments over the succeeding three years. Vesting of each of the above awards is subject to Mr. Vivek’s continued service with us through the vesting date.

On May 16, 2023, Mr. Vivek received a grant of performance-based restricted share units (“PSUs”) with respect to 20,000 shares, 50% of which were scheduled to vest based on the achievement of earnings per share (“EPS”) targets in in 2023 and 50% in 2024. The EPS performance targets were not achieved during 2023 or 2024, and Mr. Vivek’s PSUs were forfeited in January 2024 and February 2025, respectively.

Please see the “Outstanding Equity Awards at 2024 Fiscal Year-End” table for information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

Compensation and Equity Award Policies

Clawback Policy.

In 2023, we adopted a clawback policy in accordance with the SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. This policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement, in accordance with the SEC and Nasdaq requirements. Although this Comprehensive Form 10-K includes restatement of financial results for the Non-Reliance Periods, none of our named executive officers received incentive-based compensation based on the achievement of financial results during 2023, 2024 or 2025 and, therefore, we did not recoup any amounts pursuant to our clawback policy that were previously paid to our named executive officers.

Insider Trading Policy

We have an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to the Company and its personnel, including officers, directors, all other employees, and other covered persons (the “Insider Trading Policy”).

The Insider Trading Policy prohibits our officers, directors and all other employees from trading in our securities or in the securities of another company while in possession of material non-public information. The Insider Trading Policy also prohibits disclosing material nonpublic information about us or another company, to others who may trade on the basis of that information, and provides information about our quarterly restricted trading periods.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Comprehensive Form 10-K.

Hedging or Pledging Policies

Our Insider Trading Policy prohibits our directors, officers, employees, consultants, contractors and advisors engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities.

These policies were established in part because transactions in derivative securities may reflect a short-term and speculative interest in the Company’s securities and may create the appearance of impropriety, even where a transaction does not involve trading on inside information. Trading in derivatives may also focus attention on short-term performance at the expense of the Company’s long-term objectives. In addition, the application of securities laws to derivatives transactions can be complex, and persons engaging in derivatives transactions run an increased risk of violating securities laws.

In addition, our Insider Trading Policy prohibits our employees from pledging the Company’s securities as collateral for loans. Short sales with respect to the Company’s securities are prohibited under our Insider Trading Policy.

2024 Summary Compensation Table

The following table shows information regarding the compensation of our named executive officers for services performed in the years ended December 31, 2024 and, to the extent required by the SEC disclosure rules, 2023.

(1)

The amount reported in this column in 2023 for Mr. Kurk represents the guaranteed payout under the 2023 annual incentive compensation program payable to him pursuant to the terms of his employment agreement, and which was prorated based on the time he served in the role of executive officer during the year. This guaranteed bonus was paid in March 2024. As this bonus was not incentive-based compensation earned upon the achievement of financial results, it is not subject to clawback under our clawback policy adopted in October 2023.

(2)

Amounts reported in this column reflect the aggregate grant date fair value of RSUs awarded to the named executive officers, computed in accordance with ASC 718 and based on the probable outcome of the applicable performance conditions on the date of grant with respect to the PSU awards. See Note 10 Shareholders' Equity to the consolidated financial statements included in this Comprehensive Form 10-K (the “Consolidated Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts.

(3)

Amounts reported in this column reflect the aggregate grant date fair value of share options awarded to the named executive officers in the applicable year, each computed in accordance with ASC 718. See Note 10 Shareholders' Equity to the Consolidated Financial Statements for a discussion of the relevant assumptions used in calculating these amounts.

(4)

Amounts reported in this column represent 401(k) matching contributions, other than amounts reported for Mr. Kurk for 2023 which represent payment of attorneys’ fees in connection with the negotiation of his employment agreement, and amounts reported for Mr. Sayer for 2024 also include $8,067 paid in connection with his relocation.

(5)

Mr. Kurk was appointed President and Chief Executive Officer on August 1, 2023.

(6)

Mr. Sayer was appointed Chief Financial Officer on April 8, 2024 and he resigned effective September 5, 2025.

Outstanding Equity Awards at 2024 Fiscal Year-end

The following table sets forth information regarding outstanding share options and restricted share units held by our named executive officers as of December 31, 2024.

(1)

The market value of shares or units that have not vested reflects the share price of $0.645, our closing share price on December 31, 2024 (the last trading day in 2024).

(2)

This option vested 25% on August 18, 2024, and the remaining 75% vested and will continue to vest in 12 equal quarterly installments thereafter, subject to the named executive officer's continued service through each applicable vesting date.

(3)

These RSUs will vest 50% on the two-year anniversary of the date of grant (August 18, 2025) and the remaining 50% vest will vest on a quarterly basis over the 24 months following the initial vesting date, subject to the named executive officer’s continued service through each applicable vesting date.

(4)

This option will vest 25% on May 16, 2025 and the remaining 75% will continue to vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each applicable vesting date.

(5)

These RSUs will vest 25% on May 16, 2025 and the remaining 75% will continue to vest in 12 equal quarterly installments thereafter, subject to the named executive officer's continued service through each applicable vesting date.

(6)

This option vested 25% on June 1, 2023 and the remaining 75% vested or will continue to vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each applicable vesting date.

(7)

This option vested 25% on October 17, 2024 and the remaining 75% vested or will vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each applicable vesting date.

(8)

This option vests 25% on March 18, 2025 and the remaining 75% vested or will vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each applicable vesting date.

(9)

These RSUs vest 25% on July 10, 2025 and the remaining 75% will continue to vest in 12 equal quarterly installments thereafter, subject to the named executive officer's continued service through each applicable vesting date.

Employment Agreements and Potential Payments upon Termination or Change-in-Control

Existing executive employment arrangements

We are a party to an employment agreement with Mr. Kurk that provides for certain severance and vesting benefits if he is involuntarily terminated, which benefits may vary if the involuntary termination was under certain circumstances in connection with or during the 12-month period following a change in control.

Mr. Kurk’s employment agreement provides for an initial employment term of two years, with such term to be automatically extended for successive one-year periods on each anniversary of his start date, unless either party provides at least 90 days’ advance written notice of non-renewal to the other party.

Pursuant to his employment agreement, Mr. Kurk will be entitled to receive the following compensation and benefits in connection with a qualifying termination of his employment: the initial share options and RSUs awarded to him in 2023 will each fully vest in the event a change in control (as such term is defined in the 2019 Share Incentive Plan) occurs and within two years following such change in control, Mr. Kurk is terminated by us without cause (as defined in the employment agreement) or Mr. Kurk resigns for good reason (as defined in the employment agreement); and (ii) in the event that Mr. Kurk’s employment is terminated by us without cause or Mr. Kurk resigns for good reason prior to the second anniversary of the date of his commencement of employment with us, then the portions of the initial share options and RSUs that were scheduled to vest on or prior to the 12-month anniversary of such termination of employment will vest as of the date of such termination.

In the event that Mr. Kurk’s employment is terminated by us without cause (including due to non-extension of the term of his employment by us) or he resigns for good reason, then, in addition to the equity vesting described above, he will be entitled to any earned but unpaid annual bonus with respect to the fiscal year ending on or before the termination date (the “Prior Year Bonus”) and, subject to his execution and non-revocation of a general release of claims in favor of us and his continued compliance with certain restrictive covenants set forth in his employment agreement, Mr. Kurk will also be entitled to receive (i) twelve (12) months of base salary continuation, (ii) reimbursement of the cost of continued coverage under our group medical, hospitalization, and dental plans at active employee rates for up to twelve (12) months, and (iii) a pro-rated annual bonus for the year in which such termination occurs, based on actual results and to be paid at the same time bonuses for such year are paid to other senior executives of the Company. In the event that Mr. Kurk’s employment is terminated due to death or disability, he will be entitled to receive the Prior Year Bonus.

Prior to his separation from the Company, we were party to an employment agreement with Mr. Sayer that provided for certain severance and vesting benefits if he was involuntarily terminated. Pursuant to his employment agreement, Mr. Sayer was entitled to receive the following compensation and benefits in connection with a qualifying termination of his employment: in the event of the occurrence of a change of control (as such term is defined in the 2019 Share Incentive Plan) and within one year following such change in control, Mr. Sayer was terminated by us without cause (as defined in the employment agreement) or Mr. Sayer resigned for good reason (as defined in the employment agreement), then all of the unvested portions of the initial share options and RSUs awarded to Mr. Sayer on May 16, 2024 under his employment agreement would have vested in full as of the date of such termination.

In the event that Mr. Sayer’s employment was terminated by us without cause prior to a change in control, he would have been entitled to receive six months of base salary continuation during the six-month period following the termination of his employment. If his employment had been terminated by us or our successor without cause within twelve months following a change in control, then, in addition to the equity vesting described above with respect to a termination without cause following a change in control, he would have been entitled to six months of base salary during the six month period following his termination, a pro rata portion of his annual bonus for the fiscal year in which his termination occurs based on actual results for such year, pro rated for the period of actual employment and to be paid at the same time bonuses for such year are paid to other senior executives of the Company, and continued participation in our group health plans for a period of six months at our expense, each subject to his execution and non-revocation of a general release of claims in favor of us and his continued compliance with certain restrictive covenants set forth in his employment agreement. Mr. Sayer resigned from his employment with us as of September 5, 2025.

The Company has entered into a severance agreement with Mr. Vivek that provides that in the event a qualified termination event occurs with respect to Mr. Vivek, subject to his execution of a general release of claims in favor of the Company, the Company will: (i) pay Mr. Vivek an amount equal to his monthly base salary rate, paid monthly for a period of six months; (ii) during such six-month period, if Mr. Vivek is eligible to elect and elects to continue coverage for under the Company’s group medical, hospitalization, and dental plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimburse him on a monthly basis for the difference between the amount he pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; and (iii) pay Mr. Vivek a pro-rata portion of his performance cash award under the Company’s annual incentive plan for the fiscal year in which the termination occurs based on results through the date of termination.

Any unvested share options or RSUs held by our named executive officers will vest in full upon a change in control in which the awards are not effectively assumed or continued by the surviving or acquiring corporation, provided that, for performance-based awards, if the performance period is completed prior to the change in control, then the award will only vest to the extent the underlying performance goal was achieved.

No Timing of Equity Awards In Relation to Disclosure of Material Non-Public Information

During 2024, we granted share options and RSUs to executive officers and certain other employees. All employees, including executive officers, at the level of director or above received share options, other than our Chief Financial Officer and our Senior Vice President, Product, who each received an RSU award in addition to an award of share options. Generally, we make equity awards to certain employees, including our executive officers hired during the year, as part of their new hire compensation. We make a refresh equity award to certain employees, including all of our executive officers, in a single annual refresh award, typically made during the first or second quarter of the year. Share options and other equity awards are approved by our compensation committee typically during scheduled meetings, and our compensation committee has not delegated authority to any executive officer or subcommittee to approve equity awards. We do not take material non-public information into account in determining the timing and terms of share options, although awards are typically made following the release of quarterly financial results. Wedo not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

The following table presents information regarding share options issued to our named executive officers in 2024 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

(1)

On March 15, 2024, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2023 and a Current Report on Form 8-K/A in order to update the financial information for the three-month period and year ended December 31, 2023. This percentage is calculated using the closing price of an ordinary share of the Company on March 14, 2024 and March 18, 2024 of $4.24 and $4.26, respectively.

Compensation Risk Assessment

We conducted an assessment of the risks associated with our compensation practices and policies and determined that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us. In conducting the assessment, we undertook a review of our compensation philosophies, our compensation governance structure and the design and oversight of our compensation program. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short- and long-term incentives with compensation-based goals aligning with corporate goals.

401(k) Plan and Other Retirement Plans

We maintain a tax-qualified 401(k) retirement plan all U.S. employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under our 401(k) plan, employees may elect to defer up to all eligible compensation, subject to applicable annual Internal Revenue Code limits. We match up to 4% of contributions made by our employees, including executives, with the match becoming fully vested after two years of service.

Director Compensation

Generally, our directors who are not also our officers or employees are eligible to receive cash compensation for their service on our board of directors. In addition, all directors have received equity awards with respect to our ordinary shares.

During 2024, our non-employee members of our board of directors other than Mr. Bhatnagar were entitled to a board compensation program payable to non-employee members of the board approved in 2023, consisting of an annual cash compensation for members of the board as set forth below. This program provides the following cash compensation:

All non-employee members of the board, including any member affiliated with Vector Capital, are entitled to board fees other than Mr. Atul Bhatnagar, our former President and Chief Executive Officer. Given the financial position of the Company, all members of the board of directors agreed to forego payment of board fees during 2024, and accordingly no board fees were paid during 2024. As a result, as of December 31, 2024, we accrued $401,000 for earned but unpaid fees. All fees outstanding as of December 31, 2024 payable to Mr. Felt, Mr. Verma and Mr. Lynch were paid in full during 2025 and are no longer foregoing payment of their board fees, which are now paid quarterly. We continue to defer payment of board fees payable to Mr. Slusky and Mr. Felt.

During 2024, we paid Mr. Bhatnagar severance following his departure in August 2023 as our Chief Executive Officer of $307,692. This severance was paid based on his services as an executive officer of the Company and does not represent compensation for serving on our board of directors and, thus, has been excluded from the “2024 Director Compensation Table.” In addition, equity awards previously awarded to Mr. Bhatnagar continue to vest so long as he remains a member of our board of directors.

Please see the “2024 Summary Compensation Table” for a summary of the compensation received by Mr. Kurk with respect to his service during 2024. No equity awards were made to any member of the board of directors during 2024, other than Mr. Kurk in his capacity as our President and Chief Executive Officer.

In addition to the above, we reimburse our directors for their reasonable out-of-pocket expenses to attend board and committee meetings.

2024 Director Compensation Table

The following table sets forth the 2024 director compensation earned by our non-employee directors:

(1)

Although fees were earned, we deferred payment of board fees and therefore no board fees were paid to members of our board of directors in 2024. Amounts listed are the fees earned and accrued, but not paid and as of December 31, 2024 we had accrued and outstanding board fees of $401,000. All outstanding board fees payable to Mr. Felt, Mr. Verma and Mr. Lynch for 2024 board service were paid during 2025, together with fees payable for 2025 service through September 30, 2025. We continue to defer payment of board fees payable to Mr. Slusky and Mr. Amen.

(2)

No equity awards were granted to members of our board of directors during 2024. As of December 31, 2024, our non-employee directors had equity awards outstanding with respect to the following number of shares: Mr. Amen 110,000 options, of which 60,000 are fully vested; Mr. Slusky 110,000 options, of which 60,000 are fully vested; Mr. Felt 161,588 options, of which 111,588 are fully vested; Mr. Verma 151,608 options, of which 101,608 are fully vested; Mr. Lynch 120,000 options, of which 82,500 are fully vested, Mr. Bhatnagar, 650,000 options, of which 593,750 are fully vested.

(3)

Mr. Bhatnagar is not paid fees for his service on the board of directors but continued to receive severance following his termination of employment as our prior Chief Executive Officer through August 2024, as discussed above.