20 slides from Comtech Telecommunications's proxy contest presentation, Dec 6, 2021
Slide 1: KAY \ |S
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Slide 2: The Path Forward
12/6/2021 12:41:13 PM 2 The Path Forward I. Correcting the Record...Again II. Key Facts to Consider Regarding Outerbridge’s Campaign III. Vote Comtech BLUE
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
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 Co
Slide 4: Use of Non-GAAP Financial Measures
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 earn
Slide 5: Correcting the Record...Again
12/6/2021 12:41:14 PM 5 Correcting the Record...Again
Slide 6: Outerbridge Once Again Makes False and Misleading Statements
6 Outerbridge Once Again Makes False and Misleading Statements in Its Presentation Filed on December 1, 2021 Outerbridge requested to engage with both Larry Waldman and Judy Chambers, specifically stating that it would “greatly like to begin a direct dialogue” with Judy All members of the Board woul
Slide 7: Wendi Carpenter is Unqualified and Her Professional Background Raises Red Flags
$15 $20 $25 $30 $35 Apr-2021 Jun-2021 Aug-2021 Oct-2021 Nov-2021 7 Wendi Carpenter is Unqualified and Her Professional Background Raises Red Flags No audit, accounting, or finance experience – shortfalls which could damage our Board’s ability to oversee Comtech’s global accounting and complex inform
Slide 8: Mr. Fuchs' Role at Eutelsat America Presents a Material Conflict of Interest
Mr. Fuchs’ role as Chairman of the Board of Eutelsat America Corp. presents a material conflict of interest — Whether there is a conflict from Eutelsat America Corp.’s perspective is irrelevant — The fact of the matter is that Eutelsat America Corp. competes with several, large customers of Comtech
Slide 9: Outerbridge's Case Study on Barnes & Noble Education Is Devoid of a Long-Range Plan
9 Outerbridge’s Case Study on Barnes & Noble Education Is Devoid of a Long - Range Plan and Missing Critical Facts Although a rising tide can lift all boats, the lack of a value - enhancing plan is exposed during market volatility Outerbridge has continued to tout its investment at Barnes & Noble Ed
Slide 10: Outerbridge Has Completely Misrepresented Comtech's Board and Management
10 Outerbridge Has Completely Misrepresented Comtech’s Board and Management Outerbridge’s False/Misleading Claims The Reality Judy Chambers has no industry or corporate governance experience Judy has expertise in dealing with regulatory and public authorities in infrastructure projects that would be
Slide 11: Outerbridge Has Completely Misrepresented Comtech's Board and Management (Cont'd)
11 Outerbridge Has Completely Misrepresented Comtech’s Board and Management (Cont’d) Outerbridge’s False/Misleading Claims The Reality Larry Waldman is responsible for prolonged shareholder value destruction Larry joined the Board in August 2015, shortly after the Company had conducted a comprehensi
Slide 12: Larry Waldman's Experience and Audit Committee Role
12 Significant experience providing financial and business advisory services to technology companies , serving on public company boards, and leading public accounting firms Under Larry’s stewardship, Comtech has grown revenues from $307 million in FY 2015 to $582 million in FY 2021 Importantly, Larr
Slide 13: Key Facts to Consider Regarding Outerbridge's Campaign
12/6/2021 12:41:15 PM 13 Key Facts to Consider Regarding Outerbridge’s Campaign
Slide 14: Outerbridge's Interests Are Not Aligned with Those of 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 below
Slide 15: Outerbridge's Behavior Has Been Erratic and Its Candidates' Backgrounds Are Full of 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, Outerbr
Slide 16: Outerbridge Has a Long History of False and Misleading Claims
16 Outerbridge Has a Long History of False and Misleading Claims Source: Company filings and Bloomberg as of 29 - Oct - 2021 1 Selected Peers include Elbit , Gilat , KVH Industries, ST Engineering, and Viasat . Outerbridge’s False/Misleading Claims The Reality Share Price Performance “[S]hares are l
Slide 17: Outerbridge's False/Misleading Claims on Board and Management
17 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. Porcelai
Slide 18: Vote Comtech BLUE
12/6/2021 12:41:15 PM 18 Vote Comtech BLUE
Slide 19: 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 20: 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