8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment and Compensation of Chief Operating Officer

On March 30, 2022, Comtech Telecommunications Corp. (the "Company") announced the appointment of Maria Hedden as Chief Operating Officer of the Company effective as of March 28, 2022.

Ms. Hedden, age 53, has over 20 years of executive income statement management experience, focusing on improving business performance. Ms. Hedden has worked with some of the largest names in defense and mission-critical communications, including BAE Systems and L3Harris. In her most recent position, she served as Senior Vice President of Operational Transformation for Leidos since May 2021, where she was responsible for establishing manufacturing excellence for a multi-billion product portfolio. Prior to that position, Ms. Hedden was Senior Vice President of Security Detection and Automation Detection for Leidos from May 2020. Before joining Leidos, Ms. Hedden was Division President at L3Harris since 2016 and operated as the head of both L3Harris’ Security and Detection division, as well as its Combat Propulsion Systems division.

Under the terms of an offer letter extended by the Company to Ms. Hedden, the Executive Compensation Committee of the Company’s Board of Directors has established a total direct compensation target of $1,000,000, consisting of a base salary of $485,000, a non-equity incentive target of $257,500, $128,750 of restricted stock (which vests 20% per year ratably over the next five years) and $128,750 of performance-based restricted stock units covering the three annual fiscal years ending July 31, 2024. The actual amounts for fiscal 2022 will be pro-rated based on Ms. Hedden's start date. In addition, the Executive Compensation Committee granted Ms. Hedden a one-time equity award of restricted stock units valued at $400,000, subject to cliff vesting on the fifth anniversary of the grant date and receipt conditioned upon Ms. Hedden’s continued active employment through the vesting date. The Company also expects Ms. Hedden to enter into its standard indemnification agreement for officers.

A copy of the Company’s press release relating to this announcement, is filed herewith as exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    April 1, 2022

By:    /s/ Michael A. Bondi    
Name:    Michael A. Bondi Title:    Chief Financial Officer

Document

Exhibit 99.1

Comtech Appoints Maria Hedden to Chief Operating Officer

Hedden to Strengthen Comtech’s Operations – From Production to Improved Customer

Satisfaction – to Scale the Company into a Dominant Provider of Failsafe Communications

MELVILLE, N.Y. -- March 30, 2022 -- Comtech Telecommunications Corp. (NASDAQ: CMTL), a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies, today announced that it has hired defense and communications industry veteran Maria Hedden as its new Chief Operating Officer (“COO”).

Hedden’s expertise is built on a storied career that includes over 20 years of executive P&L management experience focusing on improving business performance, and she has worked with some of the largest names in defense and mission-critical communications, including BAE Systems and L3Harris. In her most recent position, she served as Senior Vice President of Operational Transformation for Leidos, where she was responsible for establishing manufacturing excellence for a multi-billion product portfolio.

“At Comtech, we are focused on becoming the most trusted provider of Failsafe Communications, so that communication and data transmission is possible anytime, anywhere - and critical to achieving that goal is having someone at the top of our organization driving operational excellence, customer satisfaction, and structuring our business to scale successfully,” said Michael Porcelain, President and CEO of Comtech. “Maria’s track record speaks for itself, and she has the skillset needed to take Comtech into the future as Failsafe Communications become even more ingrained into our daily lives, no matter what the application.”

In her new role, Hedden will be responsible for leading and implementing operational excellence across Comtech, such as improving production capabilities and on-time delivery schedules, through retaining and scaling engineering and operations teams to improve margins and to keep pace with expected business growth. As COO, Hedden will ultimately drive continued customer satisfaction with her proven ability to efficiently deliver the solutions all of Comtech’s customers have come to rely on.

“My career has largely been in pursuit of making great companies better, and putting them on the path to meet their potential. Particularly for organizations in the most crucial of disciplines – such as providing critical satellite, space and public safety communication solutions – improved operations can have a significant trickle-down effect on their customers,” said Maria Hedden. “Comtech provides an invaluable service to its clients, and in becoming the most streamlined, strongest version of itself, will become a leading, end-to-end provider of Failsafe Communications.”

Hedden began her career in manufacturing with FMC, narrowing her focus on defense when FMC sold that division of their business to BAE Systems. It was there that she introduced Lean Manufacturing to BAE’s European business unit and rationalized the Land and Armament business. It was a following move to L3Harris that inspired her interest in general management, where she led an operational turnaround that culminated in her appointment to President in 2015, and ultimately operated as the head of L3Harris’ Security and Detection division when the company was sold, before joining Leidos.

About Comtech

Comtech Telecommunications Corp. is a leading global provider of next-generation 911 emergency systems and secure wireless communication technologies to commercial and government customers around the world. Headquartered in Melville, New York and with a passion for customer success, Comtech designs, produces and markets advanced and secure wireless solutions. For more information, please visit www.comtechtel.com (and preview its new website at www.comtech.com).

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Forward-Looking Statements

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company’s Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.

PCMTL

Comtech Investor Relations:

(631) 962-7005

investors@comtech.com