Michele Klein

About Michele Klein

Michele Klein, age 76, has served as an independent director of Aviat Networks since May 2021; she chairs the Governance and Nominating Committee and is a member of the Compensation Committee, bringing venture investing, CEO, and semiconductor/manufacturing sector experience. She holds a BS from the University of Illinois and an MBA from Stanford Graduate School of Business; her tenure on the AVNW board is reported as 4 years, 4 months in the 2025 proxy. The board has determined that all current directors other than the CEO are independent and independent directors meet in executive session led by the independent Chair. Each board member, including Klein, attended at least 75% of meetings in FY2025.

Past Roles

External Roles

Board Governance

• Current AVNW board committees (FY2025): Audit (16 meetings), Compensation (4), Governance & Nominating (5). Klein chairs Governance & Nominating and serves on Compensation; she is not listed as an Audit member.
• Independence and structure: All directors except the CEO are independent under NASDAQ rules; independent directors meet in executive sessions with the independent Chair presiding.
• Attendance and engagement: The board held 5 regular and 9 special meetings in FY2025; all directors attended at least 75% of the aggregate board and committee meetings.
• Expected FY2026 composition: Klein to continue as Governance & Nominating Chair and serve on Compensation; committee members remain independent.

Fixed Compensation

• Director fee schedule (FY2025): $50,000 annual cash retainer; Committee chair/member retainers ($10,000 Governance Chair; $5,000 Compensation member); RSU grant valued at $120,000 with 100% vesting at the earlier of the day before the Annual Meeting or the first anniversary of the prior annual meeting, subject to continued service.
• FY2025 one-time audit workload awards: $15,000 to Audit Chair and $7,500 to other Audit Committee members; Klein not listed as Audit Committee member, so not eligible.

Vesting Terms

• RSU vesting: 100% at earlier of day before Annual Meeting or first anniversary of prior annual meeting, subject to continued service.

Performance Compensation

• Director equity is time-based (RSUs) with no director-specific performance metrics disclosed.
• Company’s most important performance measures (for executive pay): Gross Adjusted EBITDA, revenue, TSR, net income.

Governance Safeguards in Compensation

• Clawback: Performance-based compensation subject to recoupment if results are restated; plans contain forfeiture provisions for policy non-compliance.
• No tax gross-ups (NEOs): Company does not provide gross-ups for NEO personal taxes.
• Independent consultant: Compensia retained as independent advisor to Compensation Committee.

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no members are current/former AVNW officers; no reciprocal board/compensation committee interlocks with entities having AVNW executives as directors.
• Notification policy: Directors must notify AVNW before accepting another public company board to assess time/compatibility.

Expertise & Qualifications

• Capital markets and venture investing experience (Applied Ventures), plus founding and leading semiconductor equipment/metrology firms through acquisitions, align with AVNW’s communications infrastructure and semiconductor-adjacent supply chains.
• Educational credentials: BS University of Illinois; MBA Stanford GSB.
• Board leadership: Governance & Nominating Chair; contributions to succession planning, governance policies, ESG oversight, and board self-evaluation processes.

Equity Ownership

• Stock ownership guidelines (directors): Must achieve ownership of 3× the annual cash retainer (exclusive of chair/committee fees) within 5 years; vested RSUs and open-market purchases count.
• Hedging/pledging: Prohibited for directors, employees, and designees.

Note: “Shares acquirable within 60 days” typically reflect RSU vesting or options/rights eligible to settle within the window.

Governance Assessment

• Committee leadership and independence: Klein’s chair role over Governance & Nominating and membership on Compensation strengthens oversight of ESG, succession, board composition, and pay risk—both committees comprised solely of independent directors.
• Attendance and engagement: Board met frequently (14 total meetings in FY2025); Klein met minimum attendance thresholds, indicative of engagement.
• Alignment via ownership: Director RSU grants and 3× retainer ownership guidelines align director and shareholder interests; hedging/pledging prohibition reduces misalignment risk.
• Say-on-pay investor support: Advisory vote in 2024 received 97.3% support; Compensation Committee considers feedback and retains independent consultant.
• Director election signal: At the 2025 Annual Meeting, Klein was re-elected with 8,017,715 votes for, 370,651 against, 19,090 abstain, and 2,033,862 broker non-votes.

Potential Conflicts & Red Flags

• Related-party exposure: Audit Committee reviews and approves all related-party transactions; no specific related-party transactions involving Klein are disclosed in the cited sections.
• Interlocks: No compensation committee interlocks or insider participation reported.
• Hedging/pledging: Prohibited (positive governance).
• Age/refreshment: The board does not impose mandatory retirement age; Governance & Nominating oversees succession and skills matrix; Klein’s expertise aligns with strategy, mitigating refreshment risk.

Overall, Klein’s chairmanship of governance, independent status, consistent attendance, and equity-based compensation structure contribute positively to board effectiveness and investor confidence; her external directorships and past executive roles add relevant domain expertise without disclosed interlocks or conflicts in the provided materials.