Erin Boase
About Erin Boase
Erin R. Boase (age 46) serves as General Counsel of Aviat Networks, overseeing all Legal functions with experience spanning privacy/GDPR, employment, compliance, IP, and M&A; prior roles include Head of Legal & Corporate Secretary at Lifesize, Senior Corporate Counsel at Cisco (Duo Security), and earlier legal roles at Dell and Thomson Reuters; she holds a J.D. (Technology and Communications, cum laude) from Thomas Jefferson School of Law and a B.A. from Midwestern State University . Aviat’s executive pay is tightly tied to performance: the FY2025 AIP (75% Gross Adjusted EBITDA, 25% revenue) paid 0% as targets were not achieved, while FY2024 paid out despite below-target results; Ms. Boase’s summary compensation reflects zero AIP in 2025 versus prior-year payouts . Near-term insider supply risk abated after Ms. Boase’s Rule 10b5-1 plan (11,770 shares) was fully executed and terminated early on July 3, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lifesize, Inc. | Head of Legal & Corporate Secretary | — | Led corporate legal and secretary functions |
| Cisco (Duo Security) | Senior Corporate Counsel | — | Drove GDPR adoption, policy development, IP, and technical compliance |
| Dell (Computer and Security business) | Legal roles of progressive responsibility | — | Supported product/security businesses; broad commercial and compliance matters |
| Thomson Reuters | Legal roles | — | Early career legal responsibilities |
External Roles
- Not disclosed for Ms. Boase in the cited filings .
Fixed Compensation
Summary Compensation (FY 2023–FY 2025)
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | 256,811 | 318,000 | 322,648 |
| Stock Awards (Grant-date fair value) | 149,349 | 345,115 | 479,144 |
| Option Awards | 68,291 | 181,919 | — |
| Non-Equity Incentive Plan Compensation (AIP) | 109,943 | 102,078 | — |
| All Other Compensation | 9,825 | 11,866 | 10,304 |
| Total Compensation | 594,219 | 958,978 | 812,096 |
Target Bonus Percentage (AIP)
| Year | Target Bonus % of Salary |
|---|---|
| FY 2023 | 40% |
| FY 2024 | 40% |
| FY 2025 | 40% |
All Other Compensation (FY2025)
| Component | Amount (USD) |
|---|---|
| Life Insurance (taxable) | 781 |
| 401(k) Company Match | 9,522 |
| Total All Other Compensation | 10,304 |
Performance Compensation
Annual Incentive Plan (AIP) Structure and Outcomes
| Fiscal Year | Metric | Weight | Target | Actual/Outcome | Ms. Boase Payout |
|---|---|---|---|---|---|
| FY 2025 | Gross Adjusted EBITDA | 75% | $60.0M | Targets not achieved; no payouts | $0 |
| FY 2025 | Revenue | 25% | $505.0M | Targets not achieved; no payouts | $0 |
| FY 2024 | Gross Adjusted EBITDA | 75% | $56.7M | Achieved 79% of target (Company disclosure) | $102,078 |
| FY 2024 | Revenue | 25% | $364.9M | Achieved 84% of target (Company disclosure) | Included above |
| FY 2023 | Gross Adjusted EBITDA | 75% | $49.3M | 104% of target | $109,943 |
| FY 2023 | Revenue | 25% | $336.6M | 115% of target | Included above |
Notes:
- AIP metrics: 75% Gross Adjusted EBITDA, 25% Revenue in FY2023–FY2025 .
- Max AIP payout capped at 200% of target; no payout if minimum thresholds not met .
FY2025 Grants of Plan-Based Awards (Ms. Boase)
| Award Type | Grant Date | Quantity/Target | Grant-date Fair Value (USD) |
|---|---|---|---|
| RSU | 10/11/2024 | 10,430 units | 237,491 |
| PSU (target) | 10/11/2024 | 10,430 units | 241,653 |
| AIP (cash) | FY2025 | Threshold $64,872; Target $129,744; Max $259,488 | — |
Vesting mechanics:
- PSUs vest 100% on the 3rd anniversary of grant, subject to achievement of performance criteria .
- RSUs vest one-third annually over three years from grant date, subject to continued employment .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: September 11, 2025)
| Item | Amount |
|---|---|
| Common shares currently held | 11,635 |
| Shares acquirable within 60 days (options/RSUs) | 15,008 |
| Total beneficial ownership | 26,643 |
| % of shares outstanding (12,802,223 outstanding) | <1% |
Corporate alignment policies:
- Stock ownership guidelines: CEO 5x base salary; other executive officers 1x base salary; five years to comply from guideline adoption or executive designation (Nov 2021) .
- Prohibition on hedging and pledging company stock for executives, directors, employees, and designees .
- Clawback: AIP and equity plans contain recoupment/forfeiture provisions if non-compliant or upon restatements .
Outstanding Equity Awards (as of June 27, 2025)
| Instrument | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs (#/$) | Unearned PSUs (#/$) |
|---|---|---|---|---|---|---|---|
| Stock Options | 9/1/2022 | 3,194 | 1,597 (vests over 3 years) | $32.10 | 9/1/2029 | 710 / $17,033 | 2,130 / $76,648 |
| Stock Options | 8/28/2023 | 3,739 | 7,476 (vests over 3 years) | $33.65 | 8/28/2030 | 3,194 / $76,624 | 4,791 / $114,936 |
| RSU/PSU | 10/11/2024 | — | — | — | — | 10,430 / $250,216 | 10,430 / $125,108 |
Notes:
- Options vest annually over three years from grant date .
- RSUs/PSUs as shown reflect unvested/unearned counts and market values at 6/27/2025 .
Insider Trading Arrangements (Rule 10b5-1)
| Detail | Disclosure |
|---|---|
| Adoption date | March 7, 2025 |
| Plan size | 11,770 shares to be sold |
| Original term | Through March 7, 2026 |
| Early termination | July 3, 2025 (all shares sold) |
Implications:
- The plan-driven sales created short-term supply but are completed; no active plan sales remain from this arrangement .
Employment Terms
Potential Payments Upon Termination or Change of Control (as of FY2025)
| Scenario | Base Salary (USD) | Cash Incentive (USD) | Accelerated Equity (USD) | Insurance (USD) | Outplacement (USD) | Total (USD) |
|---|---|---|---|---|---|---|
| Termination without cause/for good reason; death or disability (non-CoC window) | 322,648 | 129,744 | — | 30,851 | 30,000 | 513,243 |
| Qualifying termination within 3 months before or 12 months after Change of Control | 322,648 | 129,744 | 975,747 | 46,277 | 30,000 | 1,504,415 |
Notes:
- Table reflects estimates based on stock price as of June 27, 2025, and defined terms (Cause, Disability, Good Reason) in executive agreements .
Compensation Governance and Committee
- Compensation Committee members (FY2024 proxy): Bruce Taten (Chair), Bryan Ingram, Michele Klein; the committee retains an independent consultant and oversees risk-mitigating plan features (caps, multi-year equity, clawbacks) .
Investment Implications
- Pay-for-performance discipline: Zero FY2025 AIP payout for all NEOs signals a tight link to financial outcomes; Ms. Boase’s mix increasingly equity-heavy (higher RSU/PSU grant values YoY) increases retention but also creates future selling windows around vest dates .
- Vesting and supply: Three-year RSU/PSU schedules and outstanding options with 2029–2030 expiries distribute potential selling across years; completed 10b5-1 plan (11,770 shares) removes near-term plan-driven selling overhang .
- Alignment and risk controls: Ownership guidelines (1x salary within five years), prohibition on hedging/pledging, and clawback provisions support shareholder alignment and reduce governance risk; no individual pledging disclosed for executives under these policies .
- Change-in-control economics: Double-trigger style benefits indicated by CoC-window termination case include ~$1.5M total value, with ~$0.98M equity acceleration—material but not excessive in the context of role scope; helps retention through strategic events .