AVIAT NETWORKS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials

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200 Parker Drive, Suite C100A

Austin, TX 78728

Notice of Annual Meeting of Stockholders for Fiscal Year 2024

to be held on November 6, 2024

TO THE HOLDERS OF COMMON STOCK OF AVIAT NETWORKS, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders for fiscal year 2024 (the “Annual Meeting”) of Aviat Networks, Inc. (the “Company”) will be held online only on November 6, 2024, at 12:30 p.m. Central Time. You may attend the Annual Meeting online via webcast by visiting www.virtualshareholdermeeting.com/AVNW2024 and entering your 16-digit control number included with the proxy card. You will be able to vote your shares and submit questions while attending the Annual Meeting online for the following purposes:

1. To elect seven directors to serve until the Company’s 2025 Annual Meeting of Stockholders or until their successors have been elected and qualified;

2. To vote on the ratification of the appointment by our Audit Committee of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for fiscal year 2025;

3. To hold an advisory, non-binding vote to approve the Company’s named executive officer compensation (“Say-on-Pay”);

4. To hold an advisory, non-binding vote on the frequency of holding votes on Say-on-Pay;

5. To approve the Second Amended and Restated 2018 Incentive Plan; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement or other delay thereof.

Only holders of common stock at the close of business on September 12, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournment, postponement or other delay thereof.

Whether or not you expect to attend the Annual Meeting online, we urge you to submit a proxy to vote your shares. This will help ensure the presence of a quorum at the Annual Meeting.

Notice of Annual Meeting

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 6, 2024

This Proxy Statement for the 2024 Annual Meeting of Stockholders and our Annual Report to Stockholders for the Fiscal Year Ended June 28, 2024 are available at www.proxyvote.com

Your vote is important regardless of the number of shares you own. The Board of Directors urges you to sign, date and return the enclosed proxy card by mail (using the enclosed postage-paid envelope) as promptly as possible, or vote electronically or by telephone as described in the attached proxy statement. If you have any questions or need assistance in voting your shares, please contact Broadridge toll-free at 1-800-690-6903 or our proxy solicitor, Okapi Partners LLC ("Okapi Partners"), toll free at (877) 796-5274.

Notice of Materials Availability

FY2024

ABOUT THE ANNUAL MEETING 1

What is the purpose of the Annual Meeting? 1

What is the record date, and who is entitled to vote at the Annual Meeting? 1

What are the voting rights of the holders of common stock at the Annual Meeting? 1

Who may attend the Annual Meeting? 2

How do I vote? 2

How can I access the proxy materials and annual report on the internet? 2

Why is Aviat soliciting proxies? 2

How do I revoke my proxy? 2

What vote is required to approve each item? 3

What happens if a director does not receive a sufficient number of votes? 3

What constitutes a quorum, abstention and broker “non-vote”? 3

Who pays for the cost of solicitation? 4

What is the deadline for submitting proposals and director nominations for the 2024 Annual Meeting? 4

Who will count the votes? 4

CORPORATE GOVERNANCE 4

Board Members 4

Director Selection Process 5

Director Nominees 5

Board and Committee Meetings and Attendance 6

Board Member Qualifications 6

Directors’ Biographies 6

Board Leadership 8

The Board’s Role in Risk Oversight 9

Principles of Corporate Governance, Bylaws and Other Governance Documents 9

Environmental, Social, and Governance 10

Board Committees 11

Audit Committee 12

Compensation Committee 13

Governance and Nominating Committee 13

Stockholder Communications with the Board 14

Code of Conduct 14

TRANSACTIONS WITH RELATED PERSONS 14

NEC Transactions 14

DIRECTOR COMPENSATION AND BENEFITS 16

Fiscal Year 2024 Compensation of Non-Employee Directors 16

Indemnification 17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 18

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES 19

FY2024 i

(continued)

Audit Committee Pre-Approval Policy 20

Change in Accountants 20

EXECUTIVE OFFICERS 20

EXECUTIVE COMPENSATION 20

Compensation Discussion and Analysis 20

Overview and Summary 20

Compensation Governance Best Practices 22

Compensation Philosophy and Objectives 22

Executive Compensation Process 23

Independent Compensation Consultant for Compensation Committee 23

Compensation Committee Advisor Independence 23

Consideration of Say-on-Pay Results 23

Competitive Positioning 24

Total Compensation Elements 24

Base Salary 25

Annual Incentive Plan 25

Fiscal Year 2024 Annual Incentive Plan – Minimum, Target and Maximum Thresholds 25

Long Term Incentive Compensation 26

2024 Policies and Practices Related to Equity Award Grants 26

Perquisites 26

Generally Available Benefit Programs 26

Post-Termination Compensation 27

Recovery of Executive Compensation 27

Tax and Accounting Considerations 27

Hedging and Pledging Prohibition 28

Stock Ownership Guidelines 28

Risk Considerations in Our Compensation Program 28

Compensation Committee Report 28

Summary Compensation Table 29

Fiscal Year 2024 Grants of Plan-Based Awards 30

Fiscal Year 2024 Outstanding Equity Awards 31

Fiscal Year 2024 Option Exercised and Stock Vested Table 32

Potential Payments Upon Termination or Change of Control 32

Employment Agreement Terms 34

Mr. Tucker Employment Agreement and Consulting Agreement 35

Mr. Gray Employment Agreement, Severance Agreement and Consulting Agreement 35

CEO Pay Ratio 35

Equity Compensation Plan Summary 35

Pay v. Performance 36

Practices Related to Grants of Equity Awards Close to Release of Material Nonpublic Information 39

FY2024 ii

(continued)

PROPOSAL NO. 1 41

PROPOSAL NO. 2 42

PROPOSAL NO. 3 43

PROPOSAL NO. 4 44

PROPOSAL NO. 5 45

OTHER MATTERS 53

2024 Annual Report 53

Form 10-K 53

Other Business 53

Householding of Proxy Materials 53

PROXY CARD 54

ANNEX A 56

FY2024 iii

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 6, 2024

This proxy statement (this “Proxy Statement”) applies to the solicitation of proxies by the Board of Directors (the “Board”) of Aviat Networks, Inc. (which we refer to as “Aviat,” the “Company,” “we,” “our,” and “ours”) for use at the Annual Meeting of Stockholders for fiscal year 2024 and any adjournment, postponement or other delay thereof (the “Annual Meeting”), to be held at 12:30 p.m., Central Time, on November 6, 2024. The Annual Meeting will be held online via webcast, at www.virtualshareholdermeeting.com/AVNW2024 (“Meeting Website”). Stockholders attending the meeting online via webcast will be able to submit questions and vote their shares electronically at the meeting. These proxy materials are being made available on or about October 7, 2024, to our stockholders entitled to notice of and to vote at the Annual Meeting.

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The Annual Meeting will begin promptly at 12:30 p.m., Central Time. Online access and check-in will begin at 12:15 p.m., Central Time. We encourage you to access the Meeting Website prior to the start time to allow ample time for login procedures and so you may address any technical difficulties before the Annual Meeting begins. If you encounter any difficulties accessing the webcast Annual Meeting during login or in the course of the meeting, please contact the phone number found on the login page at www.virtualshareholdermeeting.com/AVNW2024.

You may vote and ask questions during the Annual Meeting by following the instructions available on the Meeting Website at the time of the Annual Meeting. Stockholders may submit questions electronically, in real-time during the meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting for examination by any stockholder for any purpose germane to the Annual Meeting by emailing our Investor Relations team at investorinfo@aviatnet.com.