Peter Smith
About Peter Smith
Peter A. Smith, age 59, is President and Chief Executive Officer of Aviat Networks (AVNW) since January 2020 and has served as a director since February 2020 . He holds a BS in Ceramic Engineering and a PhD in Materials Science & Engineering from Rutgers University and an MBA from Arizona State University . Under his leadership, Aviat achieved five consecutive years of topline growth through FY2025 and record adjusted EBITDA in three of four quarters in FY2025, though FY2025 missed annual AIP targets, resulting in no bonus payouts to NEOs . Cumulative TSR per pay-versus-performance disclosure was $257.56 in FY2025 versus $308.66 in FY2024 and $359.01 in FY2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JELD-WEN | SVP, US Windows & Canada | Mar 2017–Dec 2019 | Led $1B+ windows business; implemented lean manufacturing; improved profitability |
| Polypore International | President, Transportation & Industrial segment | Oct 2013–Mar 2017 | Drove transformative initiatives; prepared company for sale to Asahi Kasei |
| Voltaix Inc. | CEO & Director | Sep 2011–Oct 2013 | Led company until sale to Air Liquide |
| Cooper Industries; Knowles (Dover); Honeywell Specialty Materials | Various executive leadership roles | — | Operations, sales/marketing, BD, M&A across Fortune 100/500 firms |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Soleras Advanced Coatings | Director | Aug 2015–Oct 2018 | Board service |
| Adaptive 3D Technologies | Director | Dec 2020–May 2021 | Board service until sale |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 650,000 | 925,000 (CEO AIP target) | 987,438 |
| 2024 | 650,000 | 925,000 (CEO AIP target) | 371,157 |
| 2025 | 650,000 | 925,000 (CEO AIP target) | — (AIP not achieved) |
Key design:
- Annual Incentive Plan (AIP): 75% Gross Adjusted EBITDA, 25% Revenue; payout 80–200% of target if thresholds met .
- FY2025 thresholds: EBITDA $51M/$60M/$72M; Revenue $467M/$505M/$555M (min/target/max); none earned in FY2025 .
- FY2024 thresholds: EBITDA $45.3M/$56.7M/$79.3M; Revenue $328.4M/$364.9M/$437.9M; payout earned .
Performance Compensation
Long-term incentives emphasize pay-for-performance:
- Mix: 50% PSUs (3-year cliff vest tied to TSR and revenue growth) and 50% time-based RSUs (1/3 per year over 3 years) .
- Payout scale for PSUs: 50% to 200% of target subject to performance certification; vesting requires continued employment (e.g., August 2027 for FY2025 grant) .
2025 grants (Oct 11, 2024; plus Dec 3, 2025 RSU tranche):
| Grant Type | Target/Units | Grant Date | Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs | 63,680 | 10/11/2024 | 1,475,456 | 3-year cliff; TSR & revenue growth; 50–200% payout; Aug 2027 |
| RSUs | 63,680 | 10/11/2024 | 1,449,994 | 1/3 annually over 3 years |
| RSUs (AIP-linked) | 12,896 | 12/03/2025 | 185,573 | Time-based |
2024 grants (Aug 28, 2023):
| Grant Type | Target/Units | Strike | Expiration | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Options | 68,471 | $33.65 | 8/28/2030 | 1,110,668 | 1/3 annually over 3 years |
| RSUs | 29,249 | — | — | 984,229 | 1/3 annually over 3 years |
| PSUs | 29,249 | — | — | 1,122,718 | 3-year cliff; TSR & revenue growth; Aug 2026 |
Stock awards realized (vesting):
| Year | Shares Vested (#) | Value on Vesting ($) |
|---|---|---|
| 2024 | 84,011 | 2,869,416 |
| 2025 | 60,000 | 1,649,778 |
Clawbacks: Company policy permits clawback of performance-based compensation for restatements; after FY2023–FY2024 “little r” restatements, no clawback was required .
Equity Ownership & Alignment
- Beneficial ownership (as of Sept 11, 2025): 363,787 shares (177,235 common plus 186,552 acquirable within 60 days), representing 2.8% of outstanding shares .
- Executive ownership guidelines: CEO 5x base salary; other executives 1x; five years to comply .
- Hedging/pledging: Prohibited for directors and executive officers; no margin pledging allowed .
- Outstanding equity (as of June 27, 2025):
- Options: 22,824 exercisable; 45,647 unexercisable at $33.65; expiry 8/28/2030 .
- RSUs unvested: 63,680 (FY2025 grant), 12,896 (Dec 2025), 19,499 (FY2024 grant), 8,164 (FY2023 grant) .
- PSUs unearned: 63,680 (FY2025 cycle; Aug 2027), 29,249 (FY2024 cycle; Aug 2025), 24,494 (FY2023 cycle) .
Employment Terms
- Employment agreements updated in April 2024; double-trigger protection on change-of-control (CoC) .
- Non-compete and non-solicit: 12 months post-termination; confidentiality survives termination .
- Severance economics (assuming termination on FY2025 year-end):
- Without cause / Good Reason: Lump sum = 1x salary + prorated target bonus; 12 months COBRA; outplacement; CEO total modeled $1,647,856 .
- CoC within 3 months prior/12 months post + termination: CEO 1.5x (salary + target bonus); full acceleration of outstanding equity (performance awards vest at actual/target); 18 months COBRA; CEO total modeled $5,814,512 .
| Scenario (Peter Smith) | Base Salary Component ($) | Cash Incentive Component ($) | Accelerated Equity Vesting ($) | Insurance Benefit ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination (no CoC) | 650,000 | 925,000 | — | 42,856 | 30,000 | 1,647,856 |
| CoC + termination | 975,000 | 1,387,500 | 3,357,729 | 64,284 | 30,000 | 5,814,512 |
Severance design (policy): Double-trigger; no tax gross-ups; equity accelerates under CoC per award agreements; COBRA continuation 18 months for CEO .
Board Governance
- Board service: Director since February 2020; non-independent (as CEO) .
- Board leadership: Chair is independent (John Mutch); roles of CEO and Chair are separated .
- Committee memberships: Audit, Compensation, and Governance Committees comprised of independent directors; Smith, as an employee director, is not listed on committee rosters .
- Attendance: In FY2025, Board held 5 regular and 9 special meetings; each member attended at least 75% of aggregate meetings of Board and their committees .
- Executive sessions: Independent directors meet regularly without management; independent Chair presides .
Director compensation:
- Non-employee directors receive cash retainers (+ committee/Chair premiums) and annual RSUs; employee directors (like the CEO) are not compensated for board service .
Say-on-Pay and shareholder feedback:
- FY2024 say-on-pay support: 97.3% of votes cast supported NEO pay program .
- FY2025 annual meeting (Nov 6, 2025): Say-on-Pay approved; votes For 7,842,407; Against 321,239; Abstain 243,810; Broker Non-Votes 2,033,862 .
Performance & Track Record
Revenues and EBITDA (annual):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|---|
| Revenues ($) | 238,642,000* | 274,911,000* | 302,959,000* | 344,433,000* | 408,083,000 | 434,606,000 |
| EBITDA ($) | 11,814,000* | 29,864,000* | 33,445,000* | 33,811,000* | 36,461,000 | 22,231,000* |
Values with asterisk retrieved from S&P Global.
Pay vs performance indicators:
| Fiscal Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | TSR Value of $100 Investment ($) | Net Income ($000s) | Revenue ($000s) |
|---|---|---|---|---|---|
| 2023 | 4,152,831 | 5,902,667 | 359.01 | 10,169 | 344,433 |
| 2024 | 4,251,884 | 2,167,737 | 308.66 | 10,760 | 408,083 |
| 2025 | 3,772,051 | 2,509,600 | 257.56 | 1,341 | 434,606 |
Management commentary (FY2025): Continued operating model execution, integration of 4RF and NEC acquisitions; fifth consecutive year of topline growth, but AIP targets not achieved due to integration, inflationary, trade policy and macro effects .
Compensation Structure Analysis
- Shift toward PSUs and RSUs (no options in FY2025): FY2025 grants were RSUs and PSUs only; options were granted in FY2024, indicating lower risk equity mix in FY2025 .
- Guaranteed vs at-risk: AIP is 100% performance-based; long-term awards 50% performance-based (PSUs) .
- Clawbacks and risk controls: Formal clawback policy; capped AIP payouts; overlapping performance periods and time-based vesting mitigate short-term risk .
- Peer benchmarking: Compensation compares to peer group; company targets competitive levels with allowances for role scope and performance; peer group refreshed in FY2025 .
Related Party Transactions & Conflicts
- NEC transaction: Acquisition and ongoing MSA/agreements; NEC holds ~5.8% and had nomination right for a director .
- Insider trading/pledging: Hedging and pledging of company stock prohibited for insiders; mitigates alignment concerns .
Risk Indicators & Red Flags
- FY2025 AIP missed both EBITDA and revenue targets; no annual cash incentive paid to NEOs .
- Audit firm change (Deloitte to Grant Thornton) in Sept 2025; no disagreements; material weaknesses noted in prior filings referenced .
- Arbitration with NEC regarding component purchases; outcome uncertain as of FY2025 .
- “Little r” restatements for FY2023 & FY2024; reviewed for clawback; none required .
Compensation Committee Analysis
- Members (FY2025): Bruce Taten (Chair), Bryan Ingram, Michele Klein—independent .
- Independent consultant: Compensia engaged; no conflicts .
- Governance practices: Pay-for-performance emphasis; no single-trigger CoC; no tax gross-ups .
Equity Ownership & Vesting Pressure Considerations
- Upcoming PSU cliffs: FY2024 cycle vests Aug 2026; FY2025 cycle vests Aug 2027; potential supply upon certification if targets achieved .
- RSU cadence: Annual 1/3 tranches; recurring vest dates could create periodic selling pressure to cover taxes .
- Prohibition of hedging/pledging reduces forced-sale risk due to collateral calls .
Employment & Contracts
| Term | Detail |
|---|---|
| Start in role | CEO since Jan 2020; Director since Feb 2020 |
| Contract term & renewal | Employment agreements updated April 2024 |
| Non-compete / non-solicit | 12 months post-termination |
| Severance (no CoC) | 1x salary + prorated target bonus; 12 months COBRA; outplacement |
| Severance (CoC) | CEO 1.5x salary+target bonus; full acceleration; 18 months COBRA |
| Clawbacks | Performance-based compensation recoverable upon restatement |
Investment Implications
- Alignment: Strong pay-for-performance structure (AIP tied to EBITDA/revenue; PSUs tied to TSR/revenue growth) and stringent hedging/pledging prohibitions align CEO incentives with shareholder outcomes .
- Retention risk: Double-trigger CoC with 1.5x cash for CEO and full equity acceleration offers protection but not excessive; 12-month non-compete suggests moderate retention risk post-departure .
- Near-term trading signals: No FY2025 cash bonus suggests disciplined incentive adherence; upcoming PSU cliffs (Aug 2026/2027) and recurring RSU vests may create episodic supply; however, ownership guidelines and no-pledging mitigate forced selling .
- Performance trajectory: Sustained revenue growth through FY2025, but FY2025 EBITDA pressure and lower TSR vs FY2023/FY2024 indicate execution challenges amid integration/macro headwinds; monitoring AIP thresholds and PSU certification outcomes is prudent .
Note: Values with asterisk in the financial table were retrieved from S&P Global.