Scott Halliday

About Scott Halliday

Scott Halliday (age 65) is an independent director of Aviat Networks (AVNW), appointed in January 2025, with 37 years at EY culminating in board-level leadership across the UK and Japan firms and EY Global boards; he holds a BBA in Accounting from the University of Texas and is a Certified Public Accountant . He is designated an Audit Committee Financial Expert and currently chairs AVNW’s Audit Committee; the Board has affirmatively determined he is independent under NASDAQ rules . As of September 11, 2025, his total beneficial ownership is 3,150 shares (<1% of outstanding), with 12,802,223 shares outstanding company-wide .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors other than the CEO are independent; Halliday is independent and an Audit Committee Financial Expert .
• Board/Committee attendance: FY2025 Board held 5 regular and 9 special meetings; each director attended at least 75% of meetings of the Board and committees on which they served . Directors attended the 2024 Annual Meeting .
• Leadership: Independent Chair (John Mutch); independent directors meet in executive session; structure separates Chair and CEO roles to strengthen oversight .
• Committees (FY2025 composition and meetings):
  • Audit Committee (16 meetings): Chair—Scott Halliday; members—Laxmi Akkaraju, Bryan Ingram, John Mutch (former Chair); oversees financial reporting, internal controls, related party transactions, and cybersecurity .
  • Compensation Committee (4 meetings): Chair—Bruce Taten; members—Bryan Ingram, Michele Klein; used independent consultant Compensia .
  • Governance & Nominating (5 meetings): Chair—Michele Klein; members—John Mutch, Bruce Taten; ESG oversight and board composition .

Fixed Compensation

Director ownership guideline: 3x annual cash retainer (exclusive of chair/committee fees), to be met within 5 years from start of directorship; counts vested RSUs and open-market purchases .

Performance Compensation

No performance-based (PSU/option) director compensation disclosed; director equity is time-based RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep finance, accounting, audit, tax, M&A, international business, and compliance expertise; led large-scale operations and governance frameworks at EY; advised Global 500 boards and governments on governance and risk .
• Certified Public Accountant; BBA in Accounting (University of Texas) .
• Audit Committee Financial Expert designation at AVNW .

Equity Ownership

• Hedging/pledging: Directors and officers prohibited from pledging AVNW securities, short sales, derivatives, and hedging transactions; margin accounts prohibited .
• Director stock ownership guideline: 3x cash retainer; compliance window 5 years from start of service .

Governance Assessment

• Strengths:

  • Audit rigor and engagement: 16 Audit Committee meetings, extended audit workload recognized with one-time awards; Halliday chairs the committee and is an Audit Committee Financial Expert, indicating strong oversight capability .
  • Independence and structure: Independent Chair, regular executive sessions, majority voting policy for directors—enhances accountability .
  • Risk oversight: Clear delineation of risk oversight across Board and committees (financial reporting, cybersecurity, ESG, compensation risk) .
  • Investor alignment: Prohibitions on hedging/pledging; director ownership guidelines; say‑on‑pay support at 97.3% in 2024 .

• Watch items / potential red flags (contextual):

  • Extended audit and auditor change: FY2025 extended audit effort and subsequent change from Deloitte to Grant Thornton; the company states no disagreements and clean opinions, but audit workload suggests elevated complexity (integration, material weaknesses history) requiring scrutiny; Halliday’s role as Audit Chair is pivotal .
  • Related party exposure: Ongoing NEC-related agreements and a $19 million arbitration demand; Audit Committee oversight of related party transactions is explicitly chartered—Halliday’s chairmanship is a key control mitigant .

Signals for Investors

• Committee assignments and chair role: Halliday chairs the Audit Committee and is slated to remain chair in FY2026; the committee composition remains fully independent .
• Attendance/engagement: Board held 14 meetings in FY2025; each director attended at least 75% of aggregate Board and committee meetings, indicating engagement .
• Compensation alignment: Director pay is modest with time‑based RSUs and strong ownership/anti‑hedging policies; Halliday’s FY2025 total director comp was $93,008, reflecting partial-year service and RSU grant‑date fair value of $60,008 .
• Shareholder sentiment: Prior year say‑on‑pay approval at 97.3% supports governance credibility; ongoing audit changes and NEC arbitration warrant monitoring but are disclosed with oversight mechanisms –.

Appendix: Key Quantitative Governance Data

Recently Appointed Director note: Halliday was recommended by a current Board member; brings broad finance, audit, tax, M&A, and compliance expertise .