Gary Croke
About Gary Croke
Gary G. Croke, age 53, is Senior Vice President, Product and Innovation at Aviat Networks (AVNW). He oversees global marketing, product line management, and R&D, focusing on new solutions that drive customer economic value; he holds a BSc in Electrical Engineering (Memorial University of Newfoundland) and completed postgraduate studies/research in business administration at the University of Ottawa . He was promoted to SVP effective July 1, 2025 (previously VP, Marketing & Product Line Management), with his employment agreement amended accordingly; his original agreement was dated April 15, 2024 . During his tenure as a named executive officer, Aviat delivered FY2025 revenue growth of 6.5% with record adjusted EBITDA in three of four quarters, though AIP thresholds were not met; FY2025 revenue was $434.6 million and the Company’s cumulative TSR tracked at $257.56 for a fixed $100 investment in the pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aviat Networks | Vice President, Marketing & Product Line Management | FY2022–FY2025 | Led marketing and PLM; named executive officer in proxies |
| Aviat Networks | Senior Vice President, Product and Innovation | From Jul 1, 2025 | Chartering product and marketing strategy and R&D; employment amended to SVP |
External Roles
- Not disclosed in Company filings reviewed. Executive biography does not list current external directorships or public company boards .
Fixed Compensation
Multi-year reported compensation for FY2023–FY2025:
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 243,825 | 256,331 | 285,500 |
| Stock Awards | 73,623 | 108,984 | 302,653 |
| Option Awards | 33,654 | 57,455 | — |
| Non-Equity Incentive | 104,191 | 82,366 | — |
| All Other Comp | 5,420 | 5,724 | 5,974 |
| Total | 460,713 | 510,860 | 594,127 |
Role terms and recent changes:
- Effective July 1, 2025 (on promotion to SVP): base salary $350,000; target bonus 40% of base; LTIP target 50% of base; one-time RSU grant $400,000 vesting ratably over three years .
- Employment agreement amendment affirmed SVP title and base salary; LTIP target set at 50% of base for FY2026 and future years .
- FY2025 annual merit: prior base increased to $286,000 effective July 1, 2024 (as VP) .
Performance Compensation
Annual Incentive Plan (AIP) design and outcomes:
| Metric | Weighting | FY 2023 Minimum / Target / Max | FY 2023 Actual | FY 2023 Payout | FY 2025 Minimum / Target / Max | FY 2025 Actual | FY 2025 Payout |
|---|---|---|---|---|---|---|---|
| Gross Adjusted EBITDA | 75% | $39.4m / $49.3m / $69.0m | 104% of target | Paid (see table above) | $51.0m / $60.0m / $72.0m | Not achieved | 0 |
| Revenue | 25% | $302.9m / $336.6m / $403.9m | 115% of target | Paid (see table above) | $467.0m / $505.0m / $555.0m | Not achieved | 0 |
Long-term incentives (PSUs and RSUs):
| Grant Date | Vehicle | Weighting | Performance Metrics | Vesting | Target Shares | Earn-Out Range | Performance Period |
|---|---|---|---|---|---|---|---|
| 10/11/2024 | PSUs | 1/2 of LTI | TSR and revenue growth | 100% cliff; requires continued employment through Aug 2027 | 6,588 | 50%–200% of target | FY2025–FY2027 |
| 10/11/2024 | RSUs | 1/2 of LTI | Time-based | 1/3 per year over 3 years | 6,588 | N/A | FY2025–FY2027 |
| 8/28/2023 | PSUs | N/A | TSR and revenue growth | 100% cliff; employment through Aug 2025 | 1,513 | 50%–200% | FY2024–FY2026 |
| 9/01/2022 | PSUs | N/A | TSR and revenue growth | 100% cliff | 1,050 | 50%–200% | FY2023–FY2025 |
Notes:
- FY2025 PSUs and RSUs were granted immediately after 4Q FY2024 earnings release and before filing the 10-K; grants are not timed with material nonpublic information releases per Company practice .
Equity Ownership & Alignment
Beneficial ownership and guideline context (as of Sep 11, 2025):
| Holder | Common Shares Currently Held | Common Shares Acquirable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Gary G. Croke | 18,402 | 26,252 | 44,654 | <1% |
Outstanding equity awards (as of Jun 27, 2025):
| Instrument | Grant Date | Exercisable | Unexercisable | Strike | Expiration | Unvested Units | Market Value ($23.99 close) |
|---|---|---|---|---|---|---|---|
| Stock Options | 8/28/2023 | 1,181 | 2,361 | $33.65 | 8/28/2030 | — | — |
| Stock Options | 9/01/2022 | 1,574 | 787 | $32.10 | 9/01/2029 | — | — |
| RSUs | 10/11/2024 | — | — | — | — | 6,588 | $158,046 |
| PSUs (FY2025–FY2027) | 10/11/2024 | — | — | — | — | 6,588 | $79,023 (at target) |
| RSUs | 8/28/2023 | — | — | — | — | 1,008 | $24,182 |
| PSUs (FY2024–FY2026) | 8/28/2023 | — | — | — | — | 1,513 | $36,297 (at target) |
| PSUs (FY2023–FY2025) | 9/01/2022 | — | — | — | — | 1,050 | $37,784 (at target) |
Policy alignment:
- Hedging and pledging prohibited for directors and executive officers; margin accounts disallowed .
- Executive stock ownership guidelines: CEO 5x salary; other executive officers 1x salary; five years to comply from designation .
Vesting flow:
- FY2025 vestings: Gary received 3,322 shares on vesting of stock awards during FY2025, valued at $91,053 .
Employment Terms
Severance and change-of-control economics (as of FY2025):
| Scenario | Base Salary Component ($) | Cash Incentive Component ($) | Accelerated Equity Vesting ($) | Insurance Benefit ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause / good reason / death / disability | 285,500 | 107,639 | — | 42,856 | 30,000 | 465,995 |
| Within 3 months pre- / 12 months post-Change of Control | 285,500 | 107,639 | 351,655 | 64,284 | 30,000 | 839,077 |
Key contractual features:
- Multiples: 1.0x salary + target bonus (non-CoC); 1.0x salary + target bonus with full acceleration (double-trigger) post-CoC .
- Equity acceleration: performance awards vest at actual (if determinable) or target on double-trigger CoC termination .
- Non-compete and non-solicit: 12 months post-termination; confidentiality obligations survive .
- Clawback: Company may recover excess performance-based comp upon restatement due to error, omission, or fraud .
- Tax gross-ups: none provided to named executive officers .
Compensation Structure Analysis
- Year-over-year mix: FY2025 shows increased equity mix (+$302,653 stock awards) and no cash bonus due to missed AIP thresholds, indicating higher at-risk equity and zero short-term payout; options were not granted in FY2025 .
- Shift toward RSUs/PSUs: FY2025 grants comprised half RSUs (time-based) and half PSUs (performance-based on TSR and revenue), with 3-year cliffs on PSUs, reducing near-term cash while emphasizing long-term metrics .
- Guaranteed vs at-risk: Role promotion terms set fixed salary $350k with target bonus 40% and LTIP 50%, plus a one-time $400k RSU—this adds a guaranteed time-based component alongside performance equity, balancing retention and performance alignment .
- Performance metrics stringency: FY2025 targets ($60m Gross Adjusted EBITDA, $505m revenue) were not adjusted despite integration and macro pressures; no AIP payout to NEOs, reflecting strict adherence to plan targets .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation Committee: Bruce Taten (Chair), Bryan Ingram, Michele Klein (all independent) .
- Peer group (FY2025): Applied Optoelectronics, Arlo Technologies, Bel Fuse, Cambium Networks, Clearfield, Climb Global Solutions, Comtech, CTS, Daktronics, Digi International, EACO, FARO, Harmonic, Knowles, NETGEAR, NetScout, nLIGHT, PAR Technology, Ribbon Communications, Richardson Electronics, Vishay Precision Group .
- Say‑on‑Pay approval: 97.3% in 2024; historical approvals consistently above 94% (e.g., 2022: 97.9%, 2021: 97.1%) indicating shareholder support for pay practices .
Equity Ownership & Alignment Details
- Ownership level: 44,654 shares beneficially owned (<1%), including 26,252 shares acquirable within 60 days, aligning interests while avoiding concentrated ownership risk .
- Guideline compliance: Executives expected to hold stock equal to 1x salary within five years; individual compliance status not disclosed .
- Pledging/hedging risk: Prohibited—reduces alignment red flags .
Investment Implications
- Near-term selling pressure: Multiple time-based RSUs vest annually and a $400k RSU grant from July 2025 vests over three years; combined with PSUs cliff-vesting in August 2025 and August 2027, periodic vesting could lead to liquidity events around vest dates, though pledging/hedging is prohibited .
- Pay-for-performance integrity: FY2025 AIP paid zero despite revenue growth, reflecting discipline against missed targets; PSUs tie significant value to 3-year TSR and revenue growth, supporting longer-term alignment .
- Retention risk moderate: One-time RSU and defined LTIP targets bolster retention; non-compete of 12 months and double-trigger equity acceleration are standard, not overly rich; severance at 1.0x salary+bonus is conservative versus many peers .
- Execution and metric calibration: FY2025 targets may have been aggressive given acquisition integration and macro headwinds; monitoring FY2026 AIP calibration and PSU outcomes will indicate whether targets reset appropriately without lowering the performance bar .
Overall, compensation design emphasizes longer-term equity (PSUs/RSUs) with strict annual cash metrics; vesting cadence creates predictable windows for potential insider sales, but policy prohibitions reduce hedging/pledging risks. The severance structure and committee independence, coupled with strong say-on-pay results, suggest governance quality supportive of alignment with shareholders .