Aviat Networks DEF 14A: Executive Comp & Governance

TL;DR

AVNT DEF 14A out - exec comp details for FY24, check PEO equity awards.

AI Summary

Aviat Networks, Inc. filed a DEF 14A on October 7, 2024, for the fiscal year ending June 30, 2024. The filing details executive compensation and other corporate governance matters. Key financial periods reported include fiscal years 2020 through 2024, with specific data on equity awards granted and reported values for PEO members.

Why It Matters

This filing provides crucial insights into how Aviat Networks compensates its top executives and outlines important corporate governance decisions, which can influence investor confidence and stock performance.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating immediate operational or financial distress.

Key Numbers

• FY2020-FY2024 — Reporting Periods (Covers multiple fiscal years of financial data and equity award reporting.)

Key Players & Entities

• AVIAT NETWORKS, INC. (company) — Filer
• 0001377789-24-000049 (filing_id) — Accession Number
• 20241007 (date) — Filing Date
• 20241106 (date) — Period of Report
• 0630 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $12,500 — citor, which are not expected to exceed $12,500.00, excluding reasonable out-of-pocket

Filing Documents

• avnw-20241007.htm (DEF 14A) — 1071KB
• avnw-20241007_g1.jpg (GRAPHIC) — 101KB
• avnw-20241007_g2.jpg (GRAPHIC) — 85KB
• avnw-20241007_g3.jpg (GRAPHIC) — 86KB
• avnw-20241007_g4.jpg (GRAPHIC) — 2324KB
• avnw-20241007_g5.jpg (GRAPHIC) — 1868KB
• 0001377789-24-000049.txt ( ) — 10954KB
• avnw-20241007.xsd (EX-101.SCH) — 3KB
• avnw-20241007_def.xml (EX-101.DEF) — 5KB
• avnw-20241007_lab.xml (EX-101.LAB) — 6KB
• avnw-20241007_pre.xml (EX-101.PRE) — 4KB
• avnw-20241007_htm.xml (XML) — 102KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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 Aviat Networks, Inc. Proxy Statement FY2024 i TABLE OF CONTENTS (continued) Audit Committee Pre-Approval Policy 20 Change in Accountants 20 EXECUTIVE OFFICERS 20

EXECUTIVE COMPENSATION 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

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 Aviat Networks, Inc. Proxy Statement FY2024 ii TABLE OF CONTENTS (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 Aviat Networks, Inc. Proxy Statement FY2024 iii AVIAT NETWORKS, INC. 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 ")

: Gender

Part I: Gender: Directors 2 4 — —

: Demographic Background

Part II: Demographic Background African American or Black — — — — Alaskan Native — — — — Asian 1 — — — Hispanic or Latinx — — — — Native American — — — — Native Hawaiian or Pacific Islander — — — — White 1 4 — — Two or More Races or Ethnicities — — — — LGBTQ+ — — — — (1) Our new director nominee, Ms. Aoyama, is a diverse female. Director Selection Process The Governance and Nominating Committee engages in continuous Board succession planning and evaluation of Board composition, working closely with our Board in determining the skills, experiences, and characteristics desired for the Board as a whole and for its individual members. The Governance and Nominating Committee is responsible for leading the search for qualified individuals for election as directors to ensure the Board has an optimal mix of skills, expertise and diversity of background. The Governance and Nominating Committee recommends candidates, including incumbent directors, to the full Board for annual election. Any formal invitation to a director candidate to join the Board is authorized by the full Board. The Governance and Nominating Committee identifies candidates through a variety of means, including through organizations focused on increasing under-represented groups on public company boards, recommendations from members of the Board, suggestions from Company management and, from time to time, a third-party search firm. The Governance and Nominating Committee also considers candidates recommended by stockholders. Stockholders wishing to recommend director candidates for consideration by the Governance and Nominating Committee may do so by writing to the Secretary of the Company, giving the recommended candidate's name, biographical data and qualifications. Director Nominees Our Board is recommending a new director nominee for this year's annual meeting, Asako Aoyama, through the nomination rights held by NEC Corporation as part of the Master Sale of Business Agreement ("MSBA") ente

View Full Filing

View this DEF 14A filing on SEC EDGAR