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Two former Comtech CEOs — Fred Kornberg and Michael Porcelain — released a letter to shareholders on Monday arguing for a slate of eight new board members, and a strategic review for the company’s 911 business, among other changes.
Kornberg is the former longtime CEO of Comtech who led the company from 1976 to 2022. Porcelain suceeded Kornberg in 2022, but held the role for less than seven months. Neither are currently on the company’s board of directors. The two issued a public letter to shareholders on Sept. 23 ahead of the company’s 2024 annual meeting of shareholders.
They are calling for Comtech to disclose the specific circumstances that led to Comtech firing CEO Ken Peterman in March of this year, and to share any internal control or governance changes made since then. Comtech is currently looking for a new CEO and John Ratigan is operating as interim CEO.
The company is also looking for a new chief operating officer after COO Maria Hedden resigned from the company this month, according to SEC filings. Hedden joined Comtech at the end of March 2022.
According to the letter, Porcelain made an offer to several current board members that he return as CEO without cash compensation. Kornberg and Porcelain requested to meet with Ratigan and any current candidates and be involved in the hiring process.
The letter came with a series of other recommendations including evaluating a sale of the 911 business, which they estimated could sell for more than $553 million.
“We have recommended exploring strategic alternatives for the 911 Public Safety business. We believe a carefully planned and well-executed sale process, similar to Rave Mobile Safety, Inc.’s $553.0 million sale to Motorola, could unlock substantial stockholder value. Proceeds from the sale could be used to eliminate all long-term debt and redeem the existing outstanding preferred stock,” the letter says.
The slate of board candidates Kornberg and Porcelain recommended include themselves and former leaders at Motorola’s public safety business, Verizon, Comtech and UHP Networks, which Comtech acquired.
Comtech released a statement in response that the company “noted” the director nominations.
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