Bryan Ingram
About Bryan Ingram
Bryan Ingram (age 61) has served as an independent director of Aviat Networks, Inc. (AVNW) since November 2021. He brings 35 years of executive leadership across Broadcom, Avago, Agilent, HP, and Westinghouse, with deep domain expertise in semiconductors, RF components, supply chains, and wireless ecosystems; he holds a B.S. in Electrical Engineering (University of Illinois) and an M.S. in Electrical Engineering (Johns Hopkins University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom | SVP & GM, Wireless Semiconductor Division | Nov 2015 – Oct 2019 | Led RF components for handsets/other wireless devices; drove differentiated performance and resilient supply chains |
| Avago Technologies | Chief Operating Officer | Apr 2013 – Oct 2015 | Oversaw operations during transformational period pre-Broadcom combination |
| Avago Technologies | SVP & GM, Wireless Semiconductor Division | Oct 2015 – May 2016 | Senior leadership post-combination phase |
| Broadcom | Consultant | Nov 2019 – Mar 2020 | Senior advisory engagement |
| HP / Agilent / Westinghouse | Executive management roles | Not disclosed | Senior roles across industry leaders; technology and operations breadth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SGH (Smart Global Holdings) | Director | Oct 2018 – present | Serves on Nominating & Governance and Compensation Committees |
| Anokiwave | Director | Jun 2020 – Feb 2025 | Board service at RF/semiconductor innovator |
Board Governance
- Independence: The Board determined all current directors other than CEO Peter A. Smith are independent under NASDAQ rules; Ingram is independent .
- Attendance: FY2025 Board held 5 regular and 9 special meetings; each director attended at least 75% of aggregate Board and committee meetings .
- Executive sessions: Independent directors meet in executive session, chaired by independent Board Chair John Mutch .
- Committees and oversight: Ingram serves on Audit and Compensation Committees. Audit oversees financial reporting, internal controls, cybersecurity, and related-party transactions; Compensation oversees executive pay, incentives, risk alignment, and succession .
| Committee | FY2025 Meetings | Ingram Role | Other Members (FY2025) |
|---|---|---|---|
| Audit | 16 | Member | Scott Halliday (Chair), John Mutch, Laxmi Akkaraju |
| Compensation | 4 | Member | Bruce Taten (Chair), Michele Klein |
- FY2026 expected composition: Audit—Halliday (Chair), Ingram, Mutch, Akkaraju; Compensation—Taten (Chair), Ingram, Klein; all independent .
Fixed Compensation
- Structure: Non‑employee directors receive cash retainers and time‑based RSUs. FY2025 fees: $50,000 base retainer; $10,000 Audit member; $5,000 Compensation member; one‑time Audit workload awards of $15,000 (Chair) and $7,500 (members); annual RSU grant valued at $120,000 vesting by the earlier of the day before the next annual meeting or one year post‑meeting, subject to service .
| Component | Amount (USD) | Notes |
|---|---|---|
| Base annual cash retainer | $50,000 | Payable quarterly; may elect stock in lieu |
| Audit Committee member fee | $10,000 | Non‑chair member |
| Compensation Committee member fee | $5,000 | Non‑chair member |
| One‑time Audit workload award (member) | $7,500 | FY2025 extended audit work |
| Annual RSU grant (fair value) | $120,000 | 100% vests by earlier of day before next annual meeting or first anniversary |
- Bryan Ingram FY2025 totals: Cash $72,500; Stock awards $119,998; Total $192,498 .
| FY2025 Director Pay | Fees Earned in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Bryan Ingram | $72,500 | $119,998 | $192,498 |
- Director ownership guideline: 3x annual cash retainer to be achieved within five years of guideline adoption or start of directorship (later of the two) . For Ingram (start Nov 2021), compliance timeline runs to November 2026 .
Performance Compensation
Directors do not receive performance‑based equity; grants are time‑based RSUs.
| Equity Vehicle | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual) | $120,000 | 100% by earlier of day before next annual meeting or first anniversary | None (time‑based only) |
Other Directorships & Interlocks
| Company | Relationship to AVNW | Potential Interlock / Conflict |
|---|---|---|
| SGH (Smart Global Holdings) | Unrelated; semiconductor/memory solutions | No AVNW‑disclosed related‑party transactions involving Ingram; no disclosed interlocks with AVNW customers/suppliers |
| Anokiwave (to Feb 2025) | RF/semiconductor vendor | No AVNW‑disclosed related‑party transactions involving Ingram; Audit Committee reviews/approves related‑party transactions |
- NEC related‑party exposure: AVNW completed NEC wireless transport acquisition Nov 30, 2023; NEC holds ~5.8% and has director nomination rights; multiple ongoing agreements (MSA, TSAs, IP licenses); In Aug 2025 NEC initiated arbitration over $19M component purchases—Audit Committee oversees related‑party transactions .
Expertise & Qualifications
- Semiconductor and RF systems leadership (Broadcom/Avago); supply chain resilience; cost optimization; growth through wireless ecosystem .
- Governance experience at SGH (Compensation; Nominating & Governance) .
- Electrical engineering credentials (UIUC; Johns Hopkins) .
Equity Ownership
| Holder | Common Shares Currently Held | May be Acquired Within 60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Bryan Ingram | 11,343 | 8,339 | 19,682 | <1% |
- Anti‑pledging/hedging: Directors/officers are prohibited from pledging AVNW securities, short sales, and hedging transactions (e.g., collars, swaps) .
- Shares outstanding: 12,802,223 as of Sep 11, 2025 .
- Stock ownership guidelines for directors: 3x annual cash retainer; vested RSUs and open‑market purchases count toward compliance .
Governance Assessment
- Board effectiveness: Ingram sits on two key committees (Audit; Compensation), supporting oversight of financial reporting, cyber risk, related‑party reviews, and pay practices that include clawbacks, double‑trigger CoC provisions, and prohibition on tax gross‑ups—strong alignment and risk controls .
- Independence and engagement: Independent status, executive sessions, and ≥75% attendance support investor confidence; FY2025 committees met frequently (Audit 16; Compensation 4) amid extended audit workload .
- Pay and alignment: FY2025 director pay weighted to equity via annual RSUs ($120,000) with clear vesting; ownership guideline (3x retainer over five years) promotes skin‑in‑the‑game .
- Conflicts: No AVNW‑disclosed related‑party transactions involving Ingram; Audit Committee oversight of NEC‑related agreements/arbitration reduces conflict risk perception .
- Risk indicators: Anti‑pledging/hedging policy limits alignment violations; 2024 Say‑on‑Pay support of 97.3% indicates broad shareholder backing of compensation governance .
- Audit transition: Change from Deloitte to Grant Thornton in Sep 2025 had no disagreements or reportable events; reflects routine re‑assessment rather than red flag; Ingram’s Audit role is notable during this transition .
RED FLAGS: None disclosed specific to Ingram. Monitor NEC arbitration resolution and any future related‑party transactions (Audit oversight in place) .