Comtech Telecommunications Corp 8-K, filed Oct 14, 2026
Comtech Telecommunications Corp /De/ (CMTL)
8-K
2026-10-14
For: 2026-10-14
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October 14, 2026
About this 8-K
Comtech Telecommunications Corp filed this 8-K on October 14, 2026.
Comtech appointed Richard Nyren as EVP, Finance to become CFO and Amy Rothstein-Hovey as General Counsel. The changes support an anticipated sale of most Satellite & Space Communications operations to Gilat Satellite Networks Ltd. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Chief Financial Officer
On October 14, 2026, Comtech Telecommunications Corp. (the “Company” or “Comtech”) announced that Michael Bondi will depart his role as the Company’s Chief Financial Officer following a transition period through the Company's filing of its quarterly report on Form 10-Q for the first quarter of fiscal year 2027. The Company appreciates Mr. Bondi’s contributions and wishes him well in his future endeavors. Mr. Bondi’s departure is amicable, and does not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including any matter concerning the Company’s accounting, financial reporting, internal controls or disclosure.
On October 14, 2026, the Company, its subsidiaries and Mr. Bondi entered into a Transition Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, to support an orderly transition, Mr. Bondi will continue to serve as Chief Financial Officer of the Company through and until the filing of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal year 2027 (or such earlier date as mutually agreed by the parties in writing, the “Separation Date”), during which time he will continue to perform all duties of the role and assist in the transition to his successor. Effective as of the Separation Date, Mr. Bondi will resign from all officer, director, manager, and other employment positions with the Company and its subsidiaries and affiliates. Mr. Bondi’s departure is with the support and appreciation of the Company in connection with the anticipated closing of the definitive agreement the Company entered into to sell the majority of its Satellite and Space Communications business to an affiliate of Gilat Satellite Networks Ltd (the “S&S Transaction Agreement”) and the transition of its operations.
In connection with his separation and consistent with an agreement, dated July 31, 2021, between Mr. Bondi and the Company (the“Agreement”), Mr. Bondi will receive his annual base salary through the Separation Date and a prorated annual cash bonus at target for fiscal year 2027 based on time served during fiscal year 2027 through the Separation Date, a lump sum cash severance payment equal to 2.0 times the sum of his annual base salary and target bonus for fiscal year 2027, a payment equal to five weeks of pay, and an amount equal to Mr. Bondi’s accumulated and unused sick time as of the Separation Date. In addition, Mr. Bondi will be entitled to reimbursement of COBRA premiums for up to 24 months following the Separation Date and full acceleration of vesting of all previously granted but unvested restricted stock units. Mr. Bondi will also remain eligible to receive the cash bonus set forth in his Transaction Bonus Agreement with the Company, dated November 9, 2025, payable on closing of the S&S Transaction Agreement irrespective of the timing of such closing and the Separation Date. In lieu of the grant of Mr. Bondi's fiscal year 2027 annual equity incentive award and the accelerated vesting of previously granted but unvested stock- and cash-settled long-term performance shares that he was entitled to pursuant to the Agreement, Mr. Bondi will receive lump sum cash payments of $500,000 and $300,000, respectively.
The restrictive covenants set forth in the Agreement, including the two-year post-termination non-competition and non-solicitation covenants, remain in full force and effect following the Separation Date, subject to certain modifications limiting the scope of the non-competition covenant to Allerium’s public safety business.
The foregoing summary of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending October 31, 2026.
(c) Nyren Agreement
On October 14, 2026, the Company announced the appointment of Richard Nyren as Executive Vice President, Finance of the Company, until one day after the Company files its Quarterly Report on Form 10-Q for the first quarter of fiscal year 2027 at which time Mr. Nyren will become the Company's Chief Financial Officer.
In connection with his appointment, on October 5, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Nyren. The Employment Agreement is effective as of October 8, 2026 and has an initial term of one year, after which it continues until terminated in accordance with its terms.
Mr. Nyren, age 56, is a Certified Public Accountant with more than 30 years of finance, accounting, capital markets and strategic leadership experience across mission-critical communications, aerospace, satellite technology, telecommunications, and infrastructure businesses. Most recently, he served as Chief Financial Officer of Aireon Holdings, LLC, a global aviation surveillance technology company, where he helped transform the company from a pre-revenue startup into a profitable aviation surveillance technology business and led more than $400 million in debt and equity financings. Prior to Aireon, Mr. Nyren served as Chief Accounting Officer of Iridium Communications, Inc. (Nasdaq: IRDM) from 2011 to 2017, and earlier held roles as Vice President and Controller at XO Holdings, Inc. and Corporate Controller and Chief Accounting Officer at Fairchild Corporation (NYSE: FA). Mr. Nyren holds a Master of Business Administration in Finance from the Robert H. Smith School of Business at the University of Maryland and a Bachelor of Science in Accounting from George Mason University.
There are no family relationships between Mr. Nyren and any director or executive officer of the Company, and Mr. Nyren has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The appointment of Mr. Nyren was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity. In connection with his appointment, Mr. Nyren and the Company will enter into an Indemnification Agreement in the same form as the Form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 13, 2024.
Pursuant to the Employment Agreement, Mr. Nyren will receive an annualized base salary of $425,000, subject to annual review by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Mr. Nyren will be eligible to receive an annual bonus with a target opportunity equal to 75% of his base salary, based on the achievement of individual and Company performance goals established by the Compensation Committee, with a range from 0% to 200% of target. Subject to approval by the Compensation Committee, Mr. Nyren will be granted equity awards shortly following the effective date consisting of restricted stock units and a target long-term performance award, with the allocation between cash-settled and stock-settled awards to be determined by the Compensation Committee. Mr. Nyren will also receive a sign-on bonus of $100,000 to cover relocation and related expenses, payable within 30 days of the effective date and subject to repayment in full if Mr. Nyren voluntarily terminates his employment without Good Reason (as defined in the Employment Agreement) or is terminated for Cause (as defined in the Employment Agreement) within 12 months of the effective date.
In the event Mr. Nyren’s employment is terminated by the Company without Cause or by Mr. Nyren for Good Reason, he will be entitled to receive (i) his accrued obligations, (ii) any unpaid annual bonus in respect of a completed prior fiscal year, (iii) a pro-rata annual bonus for the fiscal year of termination based on actual performance as determined by the Compensation Committee, and (iv) a lump sum cash severance payment equal to six months of base salary, payable on the 60th day following the termination date. In addition, Mr. Nyren will be entitled to reimbursement of COBRA premiums for up to six months following the termination date. If such a termination occurs within 90 days prior to, or within 12 months following, a Change in Control (as defined in the Employment Agreement), the cash severance payment will be increased to an amount equal to 12 months of base salary and the COBRA reimbursement period will be extended to 12 months following the termination date. In the event such termination occurs within the 90-day period prior to the effective time of a Change in Control, any incremental amount above the six-month severance previously paid will be paid within 60 days following the effective time of the Change in Control. All severance benefits (other than accrued obligations) are conditioned upon Mr. Nyren’s execution and non-revocation of a release of claims within 60 days following the termination date.
The Employment Agreement includes a non-competition covenant that applies during the employment term. Mr. Nyren is also subject to a non-solicitation of employees covenant for a period of 12 months following the termination date, and a non-solicitation of customers covenant for the same 12-month period.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending October 31, 2026.
Item 7.01 Regulation FD Disclosure
On October 14, 2026, Comtech issued a press release announcing, among other things, the appointments of Richard Nyren as Executive Vice President, Finance, and Amy Rothstein-Hovey as General Counsel of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the information incorporated by reference from Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information incorporated by reference from Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of Comtech under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: October 14, 2026
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Name: Michael A. Bondi
Title: Chief Financial Officer
EXHIBIT 99.1
Comtech Announces Leadership Updates
Adds Experienced Public Company Finance and Legal Executives as It Commences the Transition to a Focused Public Safety Technology Leader
Chandler, Ariz. – October 14, 2026 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced the appointments of Richard ("Rich") Nyren as Executive Vice President, Finance, and Amy Rothstein-Hovey as General Counsel. The appointments are part of a carefully planned transition as the Company prepares for its next chapter following the anticipated closing of the sale of most of its Satellite & Space Communications ("S&S") segment and its future focus on building upon its leadership position in public safety.
Mr. Nyren joined Comtech on October 8, 2026, and will become Chief Financial Officer following the filing of the Company's Form 10-Q for the first quarter of fiscal 2027, currently anticipated by December 10, 2026. Mr. Nyren will succeed Michael Bondi, who will remain CFO through the filing of the 10-Q and is assisting with the transition of his responsibilities. Mr. Bondi joined Comtech in 2004 as Vice President, Controller, has served as CFO since 2018 and is departing amicably and with the support and appreciation of the Company in connection with the anticipated closing of the transaction and transition of operations.
Ms. Rothstein-Hovey joined Comtech as General Counsel on October 1, 2026, and will become Chief Legal Officer and Corporate Secretary immediately following the anticipated completion of the S&S transaction. Ms. Rothstein-Hovey will succeed Don Walther, who will remain Chief Legal Officer and Corporate Secretary through the closing of the S&S transaction and is assisting with the transition of his responsibilities. Mr. Walther joined Comtech in 2023 and is departing amicably and with the support and appreciation of the Company in connection with the anticipated closing and transition of operations.
“We are pleased to welcome Rich and Amy to Comtech,” said Ken Traub, Chairman, President and CEO of Comtech. “Rich has a strong track record of scaling mission-critical communications businesses, and Amy brings deep experience in governance, strategic transactions and capital markets. They will be key leaders as we complete the divestiture of the S&S segment and streamline our operations to be fit for purpose for the long-term growth and success of the Company centered around Allerium’s public safety operations, which are led by Jeff Robertson.”
Mr. Nyren brings more than 30 years of finance, accounting, capital markets and strategic leadership experience across mission-critical communications, aerospace, satellite technology, telecommunications, and infrastructure businesses. Most recently, he served as Chief Financial Officer of Aireon, where he helped transform the company from a pre-revenue startup into a profitable aviation surveillance technology business and led more than $400 million in debt and equity financings. He previously served as Chief Accounting Officer of Iridium Communications, held senior finance roles at XO Communications and Fairchild Corporation, and is a Certified Public Accountant.
Ms. Rothstein-Hovey brings more than 20 years of experience guiding governance, strategic transactions, capital markets activities, enterprise risk management, and growth initiatives across global public and private companies. She most recently served as Chief Legal Officer and Head of Corporate Development for Nexxen International, after serving as Chief Operating Officer at RhythmOne and General Counsel at YuMe. She currently serves as an independent director of Arlo Technologies.
Mr. Nyren will lead the Company’s finance organization and will be based in Allerium’s Broomfield, Colorado office. Ms. Rothstein-Hovey will be based in Allerium's Seattle office.
“I want to wholeheartedly thank and compliment Mike and Don for their dedication and partnership as Comtech successfully navigated its transformation over the past two years,” said Mr. Traub. “Their leadership has been critical to executing the initiatives that have significantly strengthened Comtech financially, operationally, organizationally and strategically. We look forward to continuing to work closely with Mike and Don during this transition period and are very grateful for their valuable contributions that have enabled us to get to this pivotal point in the Company’s evolution. We are also excited about the critical roles that Rich and Amy will serve as they will be integrated closely with Jeff’s Allerium team in building a focused, dynamic leader in public safety.”
About Comtech
Comtech is transitioning to a focused communications technology company with deep expertise in public safety and mobile networks and a unique command of where they intersect. Through its Allerium segment, Comtech provides infrastructure and software that help locate, route, deliver, answer and coordinate 9-1-1 and emergency communications, while providing mobile network operators with carrier-grade location, messaging and public alerting capabilities. Together, these capabilities connect people, devices and critical information when every connection counts.
In June 2026, Comtech agreed to sell most of its Satellite and Space Communications business to Gilat Satellite Networks Ltd. The transaction remains subject to regulatory approvals and customary closing conditions. For more information, please visit www.comtech.com.
Cautionary Note Regarding Forward-Looking
Certain information in this press release contains, and oral statements made by its representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “outlook,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would,” and similar references to future periods, or the negative of those words and expressions, as well as statements in future tense. Forward-looking statements include, among others, statements regarding the expected completion of, the anticipated benefits of, and its plans, strategies and objectives relating to, the pending transaction with Gilat Satellite Networks Ltd, including the time frame in which such proposed transaction will occur, its expectations for further portfolio-shaping opportunities, its expectations for other operational initiatives, its expectations for completing further financing initiatives, its future performance and financial condition, the plans and objectives of its management and its assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under its control which may cause its actual results, future performance and financial condition, and achievement of its plans and objectives of its management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or its good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of its control. Factors that could cause actual results to differ materially from current expectations include, among other things: its ability to consummate the transactions on a timely basis or at all; unexpected costs, liabilities or delays in connection with the proposed transaction; the significant transaction costs associated with the proposed transaction; negative effects of the announcement, pendency or consummation of the transaction on the market price of its common stock or operating results, including as a result of changes in key customer, supplier, employee or other business relationships; the risk of litigation or regulatory actions; its inability to retain and hire key personnel; further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity; changes in its executive leadership; the possibility that the expected benefits from its strategic activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated successfully; impacts from, and uncertainties regarding, future actions that may be taken by activist stockholders; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that it will be unsuccessful in implementing a tactical shift in its Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products and solutions with higher margins; the nature and timing of its receipt of, and its performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; the timing and amount of adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements or rebranding; changing customer demands and/or procurement strategies and its ability to scale opportunities and deliver solutions to current and prospective customers; changes and uncertainty in prevailing economic and political conditions (including financial and capital market conditions), including as a result of military conflicts or any tariff, trade restrictions or similar matters; impact of government shutdowns; changes to government procurement practices; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with its legal proceedings, customer claims for indemnification, and other similar matters; risks associated with its obligations under its credit facilities; risks associated with its large contracts; risks associated with supply chain disruptions; and other factors described in this and its other filings with the Securities and Exchange Commission (“SEC”). However, these risks are not the only risks that it faces. Additional risks and uncertainties, not currently known to the Company or that do not currently appear to be material, may also materially adversely affect its business, financial condition and/or operating results in the future. The Company describes risks and uncertainties that could cause actual results and events to differ materially in the “Risk Factors” (Part I, Item 1A) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) sections of its Annual Report on Form 10-K, filed with the SEC on October 14, 2026, as the same may be updated from time to time in the Company's various filings with the SEC. The Company does not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.
Investor Relations Contact | Media Contacts | |||||||||||||
| Maria Ceriello | Andrew Rotheram | Longacre Square Partners | ||||||||||||
| 631-962-7115 | 206-829-3050 | comtech@longacresquare.com | ||||||||||||
| Maria.Ceriello@comtech.com | Andrew.Rotheram@comtech.com | |||||||||||||