Comtech and Outerbridge Agree to Unified Slate of Directors

December 16, 2021

Comtech Telecommunications Corp.  and Outerbridge Capital Management, LLC (“Outerbridge”) have entered into a cooperation agreement with respect to the Company’s Board of Directors, under which both parties support a unified slate of directors and Outerbridge withdraws its nomination notice. Pursuant to the agreement:

Outerbridge will support the nomination of Judy Chambers and Larry Waldman to the Board.

The Comtech Board of Directors will appoint Wendi Carpenter to the Board effective with the appointments of Michael Porcelain and Mark Quinlan to the Board no later than January 3, 2022, each with terms expiring at the Company’s 2022 Annual Meeting of Stockholders.

The Board will appoint an additional independent director mutually acceptable to both the Company and Outerbridge. Comtech and Outerbridge are working with a leading search firm to identify candidates.

The December 17, 2021 Annual Meeting will be convened and adjourned to a later date, which will be announced at the Annual Meeting but that is expected to occur before December 31, 2021.

In addition to withdrawing its nomination notice, Outerbridge commits to customary standstill restrictions and voting commitments expiring after Comtech’s fiscal 2022 Annual Meeting.

As a result of this agreement and the upcoming appointments of Messrs. Porcelain and Quinlan, Comtech’s Board of Directors will consist of nine directors, including six independent directors appointed within the past two years. Ms. Carpenter would become the third female member of the Board, joining Lisa Lesavoy and Ms. Chambers (who also brings important racial diversity to the Board).

“This is the right outcome for Comtech shareholders,” said Michael Porcelain, President and Chief Operating Officer and incoming Chief Executive Officer of Comtech. “Comtech and Outerbridge have recently engaged in constructive discussions and this agreement puts us squarely on a path forward that is consistent with our shared desire to accelerate value creation. Over the course of our recent discussions, it has become clear that Outerbridge is a knowledgeable and engaged shareholder seeking to enhance value for all stakeholders. The agreement paves the way for Larry Waldman and Judy Chambers to continue serving as world-class members of our Board, and broadens the range of backgrounds represented on the Board with the addition of Wendi Carpenter. As we head into calendar year 2022, we will continue to execute on our strategic plan with the goal of enhancing long-term shareholder value.” 

Rory Wallace, Chief Investment Officer of Outerbridge, commented: “We are pleased to reach this agreement in support of Comtech’s future. With its market-leading products and refreshed Board, Comtech has great potential to deliver enhanced shareholder value. We appreciate Michael Porcelain’s deep industry experience and understanding of Comtech, and believe he is the right leader for the Company. We strongly support the approach outlined in our agreement and believe this unified slate of directors will help position Comtech to capitalize on the tremendous opportunities ahead.”

Both Comtech and Outerbridge jointly noted that during Comtech’s recent earnings call, incoming Chief Executive Officer Michael Porcelain outlined new growth plans that include establishing a focused U.S. defense group for its core business – satellite earth station product lines – providing a new and relevant context for Ms. Carpenter’s Navy experience.

Additionally, both Judy Chambers and Larry Waldman have experience essential to the Company’s value creation strategy. Ms. Chambers, who has deep experience in the investment advisory services industry and corporate finance, was appointed to the Board in August 2021, addressing the interests of institutional investors, and providing diversity and fresh perspectives. Mr. Waldman’s 35-plus years of experience in accounting, auditing, and internal controls provide critical expertise in complex global accounting. Further, Mr. Waldman’s audit background and deep experience working with the Defense Contract Audit Agency is of vital importance given Comtech’s complex contracts with U.S. government customers.

Fred Kornberg, Chairman of the Board and outgoing CEO of Comtech, stated: “I’m pleased that Comtech and Outerbridge have been able to map out a path forward for the good of Comtech shareholders. We remain committed to our Board refreshment process and to creating long-term shareholder value.”