22 slides from Comtech Telecommunications's proxy contest presentation, Nov 30, 2021
Slide 1: Correcting the Record
TELECOMMUNICATIONS CORP. Correcting the Record November 2021
Slide 2: The Path Forward
11/29/2021 11:23:36 AM 2 The Path Forward I. Correcting the Record II. Key Facts to Consider Regarding Outerbridge’s Campaign III. Vote Comtech BLUE
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
3 Cautionary Statement Regarding Forward - Looking Statements Certain information in this presentation contains forward - looking statements, including, but not limited to, information relating to Comtech’s future performance and financial condition, plans and objectives of Comtech’s management and
Slide 4: Use of Non-GAAP Financial Measures
4 Use of Non - GAAP Financial Measures In order to provide investors with additional information regarding the Company’s financial results, this presentation contains "Non - GAAP financial measures" under the rules of the SEC . The Company’s Adjusted EBITDA is a Non - GAAP measure that represents ea
Slide 5: Correcting the Record
11/29/2021 11:23:36 AM 5 Correcting the Record
Slide 6: Correcting the Record
6 Correcting the Record Outerbridge’s presentation filed on November 22, 2021 strongly misrepresents Comtech’s business, track record, strategy, and Board and management in several key ways. Among other things, Outerbridge: — Utilizes a questionable and self - serving peer set consisting of companie
Slide 7: Outerbridge's Peer Group Selection is Self-Serving
Outerbridge’s “Peer Group” Selection is Self - Serving and Demonstrates Their Lack of Understanding of Comtech’s Business… Source: Market Data as of 29 - Oct - 2021; Bloomberg, public f ilings; consensus estimates Note: Figures shown as reported A B C D ▪ Axon Enterprise: – Market Cap: ~$13bn ( ~20x
Slide 8: Outerbridge's Peer Comparison is Misleading to Comtech Shareholders
40% 100% 160% 220% 280% 340% 400% 460% 520% 580% Oct-2016 Aug-2017 Jun-2018 Apr-2019 Feb-2020 Dec-2020 Oct-2021 Indexed Price Outerbridge Appropriate Peers¹ All Outerbridge Peers² Outerbridge Incorrect Peers³ …And Is Misleading to Comtech Shareholders Source: Market data as of 29 - Oct - 2021, Bloom
Slide 9: Outerbridge's TSR Assessment is Distorted By Selective Reference Points
Outerbridge’s TSR Assessment is Distorted By Selective Reference Points Misleading statement: Comtech has a poor TSR track record and has underperformed peers and benchmark indices FACT: Outerbridge’s TSR end - date was chosen to show underperformance ; in reality we have outperformed Source: Bloomb
Slide 10: Outerbridge's Claims Are Not Grounded in Facts or Reality
10 Outerbridge’s Claims Are Not Grounded in Facts or Reality The Nomination Process Outerbridge’s False / Misleading Claims The Reality None of the retiring members of the Nominating and Governance Committee intervened to lead the evaluation of Outerbridge’s candidates Outerbridge specifically reque
Slide 11: Outerbridge's Claims Are Not Grounded in Facts or Reality (Cont'd)
11 Outerbridge’s Claims Are Not Grounded in Facts or Reality (Cont’d) Strategy and Performance Outerbridge’s False / Misleading Claims The Reality Comtech has failed to develop and execute a growth strategy, and its Government Solutions segment plummeted a decade ago Comtech grew its revenue 7% on a
Slide 12: Comprehensive Review of Our Nominees vs Outerbridge Nominees
12 A Comprehensive Review of Our Nominees Will Show That Outerbridge Nominees Compare Poorly to the Directors They Seek to Replace Significant experience providing financial and business advisory services to technology companies , serving on public company boards, and leading public accounting fir
Slide 13: Key Facts to Consider Regarding Outerbridge's Campaign
11/29/2021 11:23:45 AM 13 Key Facts to Consider Regarding Outerbridge’s Campaign
Slide 14: Outerbridge's Interests Are Not Aligned with Other Stockholders
14 Outerbridge’s Interests Are Not Aligned with Those of Other Stockholders Outerbridge’s claim of 4.9% beneficial ownership masks an actual ownership and trading history that suggests its interests are misaligned with those of other stockholders Outerbridge’s beneficial ownership of slightly be
Slide 15: Outerbridge's Behavior Has Been Erratic and Candidates Have Red Flags
15 Outerbridge’s Behavior Has Been Erratic and Its Candidates’ Backgrounds Are Full of Red Flags June 2021 Outerbridge made no earnest attempt to engage with the Company prior to publishing its first public letter August 2021 September 2021 While the Board was reviewing these two candidates, Out
Slide 16: Wendi Carpenter is Unqualified to Serve as a Comtech Director
16 Wendi Carpenter is Unqualified to Serve as a Comtech Director Limited Public Director Experience Outerbridge has publicly attacked Judy Chambers’ lack of prior public board experience while failing to acknowledge Carpenter ’s track record at SkyWater Technology — Carpenter has only 7 months of
Slide 17: Sidney Fuchs' Election Would Present a Material Conflict of Interest
17 Sidney Fuchs’ Election Would Present a Material Conflict of Interest Sidney Fuchs is Chairman of the Board of Eutelsat North America , a subsidiary of a direct, major competitor to many of Comtech’s largest new and existing customers. These customers regularly provide to Comtech highly - sensit
Slide 18: Outerbridge Has a Long History of False and Misleading Claims
18 Outerbridge Has a Long History of False and Misleading Claims Outerbridge’s False/Misleading Claims The Reality Share Price Performance “[S]hares are little changed from levels first reached nearly 20 years ago in late 2003” “Since concluding a previous review of strategic alternatives in 201
Slide 19: Board and Management Claims vs. Reality
19 Outerbridge’s False/Misleading Claims The Reality Board and Management “Board’s lack of independence and relevant industry expertise“ “Board did not convey an appropriate succession plan” “[S] hareholders should now question the Board’s conduct as fiduciaries in having chosen to name Mr. Porc
Slide 20: Vote Comtech BLUE
11/29/2021 11:23:45 AM 20 Vote Comtech BLUE
Slide 21: Vote Comtech BLUE
Ensure Board and Management Are Qualified to Oversee Comtech’s Strategic Direction Utilize Recent Strategic Investment to Accelerate Enhanced Growth and Profitability Prospects Continue to Engage in Constructive Conversations with All Stockholders Continue to Explore All Paths to Driving Stockholder
Slide 22: About Comtech
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, Co