UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Quantum Corporation

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Proxy Statement

2024

A Message from our Chairman and CEO

Dear Quantum Shareholders,

I sincerely believe in being transparent, so I want to acknowledge that our fiscal year 2024 was not one that any of us expected. We didn’t plan to spend much of the year being off file with our financial statements, and thus unable to share the details and positive impacts of our concentrated work to bolster our balance sheet, improve our operating results, increase our execution efficiencies, and focus on our mission to deliver unique solutions for AI workflows and unstructured data across our customers’ entire data lifecycle.

Now that we have reported on our financial performance, I am truly excited to speak with you about Quantum’s deep capabilities to succeed in the AI era. Our end-to-end software and hardware platforms deploy AI solutions to tag, catalog, and index your data, making it easy to find, recall, and reuse. Thousands of customers rely on our solutions to leverage their unique data to fuel AI, inform decisions, innovate new products, and improve people’s lives.

Our award-winning Quantum MyriadTM all-flash file and object storage platform and ActiveScaleTM multi-tiered, extremely durable software and hardware solutions are well positioned to leverage vastly multiplying AI-driven data workflows and analysis. Our ScalarTM tape libraries continue to operate as backbone infrastructure for the world’s largest hyperscalers and public cloud providers. Our customers don’t just store data with our products, they entertain the world, build homes and communities, secure borders, and save lives. I couldn’t be prouder of what we have helped them achieve, and am awed by the possibilities of how we can help solve our customers’ toughest challenges as we move further into fiscal year 2025, and beyond.

I hope you can feel my enthusiasm for what lies ahead, and join me in it. I look forward to speaking with you in more detail soon.

Jamie




James J. Lerner President and Chief Executive Officer Chairman of the Board

Notice of Annual Meeting of Shareholders



June 20, 2024	August 15, 2024	8:30a.m. Pacific Time	http://www.viewproxy.com/QMCO/2024
Record Date	Annual Meeting Date	Annual Meeting Time	Virtual Meeting
			(you must preregister in order to attend)

Quantum Corporation (Quantum or the Company) invites you to attend our 2024 annual meeting of shareholders (Annual Meeting) on Thursday, August 15, 2024, beginning promptly at 8:30a.m. Pacific Time. At the meeting, we will consider and vote on the following proposals:


Elect Directors	Approve Reverse Stock Split	Amend the 2023 Long-Term Incentive Plan	Non-Binding Advisory Vote on Executive Compensation	Ratify Grant Thornton LLP as Independent Auditors	Other Matters Properly Raised

Only shareholders of record at the close of business on June 20, 2024 (the Record Date), or their valid proxy holders, may vote at the meeting. Our Board of Directors (Board) recommends you vote “FOR” each of the nominees in Proposal 1, and “FOR” Proposals 2, 3, 4, and 5.

Important Notice Regarding the Availability of Proxy Materials

Our 2024 proxy statement, including more complete descriptions of proposals and Board candidates, is set forth on the following pages. This information is also available at http://www.viewproxy.com/QMCO/2024.

In order to increase efficiency and reduce the environmental impact of the proxy process, shareholders will not automatically receive paper copies of our proxy statement and annual report. We will instead send a Notice of Internet Availability (Notice) with instructions for accessing the proxy materials and voting online. The notice will also provide information about how shareholders may obtain paper copies of proxy materials if hard copies are preferred. Our Notice is first being mailed on or about July 2, 2024 to all shareholders entitled to vote at the Annual Meeting.

Quantum knows of no other matters to be submitted at the Annual Meeting. As Corporate Secretary, I must receive any shareholder proposals intended for consideration at the Annual Meeting within the timeframes, and including the required information, specified in our Bylaws and required by the rules of the Securities and Exchange Commission (SEC). If any other matters properly come before the Annual Meeting, the persons named in the form of proxy will vote the shares they represent as the Board may recommend.

By Order of the Board of Directors,

Brian E. Cabrera

Senior Vice President, Chief Administrative Officer, Chief Legal and Compliance Officer, and Corporate Secretary
July 2, 2024

Table of Contents

BOARD OF DIRECTORS AND COMMITTEES

Director Biographies	8
Board Meetings and Independence	18
Board Committees and Leadership Structure	19
Director Candidate Evaluation	23

CORPORATE GOVERNANCE
Ethics and Compliance	26
Environmental, Social, and Governance Oversight	27
Board Role in Risk Oversight and Board Evaluation	28
Stock Ownership Guidelines	29
Non-Employee Director Compensation	30

PROPOSALS
Proposal 1: Election of Directors	34
Proposal 2: Approval of Reverse Stock Split	35
Proposal 3: Amendment to the 2023 Long-Term Incentive Plan	45
Proposal 4: Non-Binding Advisory Vote on Executive Compensation	56
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm	57
Other Proposals	59

COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2024 Executive Compensation Highlights	61
Executive Compensation Philosophy and Competitive Positioning	62
Compensation Elements	64
Perquisites and Other Benefits	70
Executive Compensation Process and Decision Making	72
Compensation Governance Best Practices	73
Change of Control Severance Policy and Employment and Severance Agreements	76
Tax and Accounting Considerations and Risks Related to Compensation Policies and Practices	77

FISCAL 2024 COMPENSATION TABLES
Fiscal 2024 Summary Compensation Table	79
Fiscal 2024 Grants of Plan-Based Awards	80
Outstanding Equity Awards at Fiscal 2024 Year End	81
Fiscal 2023 Options Exercised and Stock Vested	84
Potential Payments upon Termination or Change of Control for Fiscal 2024	85
Equity Compensation Plan Information	87
CEO Pay Ratio and Security Ownership of Certain Beneficial Owners and Management	88
Pay Versus Performance	91

BOARD COMMITTEE REPORTS AND RELATED INFORMATION
Compensation Committee Report	96
Report of the Audit Committee of the Board of Directors	97
Independent Registered Public Accounting Firm	98
Related Party Transactions	99

INFORMATION CONCERNING SOLICITATION, VOTING, AND COMMUNICATION
General Information, Notice and Access, Record Date and Outstanding Shares, and Voting Procedures	102
Householding, Solicitation, and Communicating with the Company	105
Shareholder Proposals for Our 2025 Annual Meeting	106

EXHIBITS

A:	Certificate of Amendment to the Amended and Restated Certificate of Incorporation	108
B:	2023 Long-Term Incentive Plan	110

PROXY CARD		119

Director Biographies



James J. Lerner President and Chief Executive Officer Chairman of the Board	Marc E. Rothman Chair, Audit Committee INDEPENDENT	Yue Zhou (Emily) White Board Member INDEPENDENT	Christopher D. Neumeyer Chair, Corporate Governance and Nominating Committee INDEPENDENT	Donald J. Jaworski Chair, Leadership and Compensation Committee INDEPENDENT	Hugues Meyrath Chair, Technology Advisory Committee INDEPENDENT	Todd W. Arden Board Member INDEPENDENT	John T. Tracy Board Member INDEPENDENT

The key roles for our Board include, but are not limited to:

•	Selecting and evaluating the Company’s Chief Executive Officer (CEO).

•	Reviewing and approving the CEO’s objectives and compensation.

•	Overseeing CEO succession planning.

•	Advising the CEO and management on the Company’s fundamental strategies and approving the annual operating plan.

•	Approving acquisitions, divestitures, important organizational changes, and other significant corporate actions.

Mr. Lerner currently presides as the Chairman of the Board and Mr. Rothman serves as Lead Independent Director.

For the April 1 – September 12, 2023 portion of the fiscal year ended March 31, 2024 (Fiscal 2024), Ms. Rebecca J. Jacoby served on the Board as the Chair of our Leadership and Compensation Committee. Ms. Jacoby did not stand for re-election at our 2023 shareholder meeting.

Each of our directors, excluding Marc E. Rothman, have been nominated for election at the Annual Meeting. Mr. Rothman does not have any disagreements with the Board or Quantum management team on any matter relating to the Company’s operations, policies, or practices. The Board expects to appoint a new Lead Independent Director and Audit Committee Chair following the Annual Meeting.

There are no familial relationships between any directors or executive officers of the Company.

Mr. Lerner has served as our President and Chief Executive Officer since July 2018. He was appointed to the Board at that time and named Chairman in August 2018.

Some of Quantum’s key accomplishments during Mr. Lerner’s tenure include:

●	Furthering its transition from one-time hardware sales to a recurring software revenue model;

●	Launching more than 20 new products, including Quantum Myriad^TM, an all-flash file and object storage platform, and acquiring additional software and hardware features, products, and business that introduced incremental performance capabilities; and

●	Driving the Company’s opportunities and position in the AI market.

Mr. Lerner previously served in senior leadership positions at Pivot3 Inc., a smart infrastructure solutions company. He held the roles of Vice President and Chief Operating Officer from March 2017 to June 2018 and Chief Revenue Officer from November 2016 to March 2017. Prior to Pivot3, from March 2014 to August 2015, he served as President of Cloud Systems and Solutions at Seagate Technology Public Limited Company, a publicly-traded data storage company.

Before working at Seagate, Mr. Lerner served in various executive roles at Cisco Systems, Inc., a publicly-traded networking hardware and software manufacturing company, including as Senior Vice President and General Manager of the Cloud & Systems Management Technology Group. Prior to beginning his career as a technology company executive, he was a Senior Consultant at Andersen Consulting, a financial advisory and consulting firm.

From 2011 to 2022, Mr. Lerner served on the Board of Trustees (including serving as Chair) of Astia, a global not-for-profit organization built on a community of men and women dedicated to the success of women-led, high-growth ventures.

Mr. Lerner earned a Bachelor of Arts in Quantitative Economics and Decision Sciences from the University of California, San Diego.

We believe Mr. Lerner’s extensive history in our industry and unstructured data, his deep understanding of our business given his role as our Chief Executive Officer, and executive-level experience at several publicly-traded companies qualifies him to serve on our Board.

Mr. Lerner does not sit on any Board committees.

James J. Lerner

President and Chief Executive Officer

Age: 54

DIRECTOR

NOMINEE

Chair

Board of Directors

Ms. White was elected to our Board in September 2021.

She has served as Vice President of Enterprise Data and Analytics at NIKE, Inc., a public company that manufactures and sells athletic apparel, since April 2020. Prior to NIKE, from February 2017 to April 2020, Ms. White served as Vice President of Enterprise Data Engineering at Synchrony Financial, a publicly-traded consumer financial services company.

Ms. White previously held multiple positions at General Electric entities. From November 2013 to June 2015, she served as Data Science Director and Global Commercial IT Director at General Electric Healthcare, a company that manufactures and distributes medical imaging modalities. From May 2007 to October 2013, she was Global Enterprise Resource Director and Senior Global Business Intelligence Program Manager for General Electric Transportation, a company that manufactures equipment for energy generation industries.

Ms. White’s education includes a:

●

Bachelor of Science degree in Accounting and Finance from Shengyang Polytechnic University;

●

Master of Business Administration degree from Huron University;

●

Master of Applied Mathematics degree in Computer Science at the University of Central Oklahoma; and

●

Certificate in Health Economics & Outcomes Research from the University of Washington.

We believe Ms. White’s extensive senior management experience, particularly in data science and analytics, brings valuable perspective to our Board and to the oversight of these functions within Quantum.

Yue Zhou (Emily) White

Age: 52

INDEPENDENT

DIRECTOR

NOMINEE

Member

Corporate Governance and Nominating Committee

Mr. Neumeyer was elected to our Board in August 2022 and previously served as a non-voting Board observer since 2016.

He is an executive vice president and portfolio manager at Pacific Investment Management Company, LLC (PIMCO), a global investment management firm that provides investment solutions to companies, educational institutions, foundations, and endowments across the world. Since joining PIMCO in January 2010, Mr. Neumeyer has held multiple roles and is currently responsible for identifying, originating, and structuring corporate investments across the capital structure in a variety of industries for various PIMCO-managed investment funds.

Mr. Neumeyer’s previous experience includes:

●

Various positions at The Blackstone Group, a leading global investment business from April 2004 to May 2009.

●

Work in the investment banking division of Credit Suisse First Boston, a global investment bank, from July 2002 to April 2004.

Mr. Neumeyer earned a Bachelor of Science degree in business from Indiana University and is a CFA^® charterholder.

We believe Mr. Neumeyer is qualified to serve on the Board due to his financial expertise. In addition, we have found that his ability to convey shareholder interests to boards and management teams brings valuable shareholder perspectives to our Board oversight and decision-making processes.

Christopher D. Neumeyer

Age: 43

INDEPENDENT

DIRECTOR

NOMINEE

Chair

Corporate Governance and Nominating Committee

Member

Leadership and Compensation Committee

Mr. Jaworski was appointed to our Board in November 2022.

Mr. Jaworski is President and Chief Operating Officer of Lacuna Technologies, Inc., a leader in software that helps municipalities to operationalize digital infrastructure and manage transportation, since March 2021. Mr. Jaworski leads execution and is focused on delivering value to Lacuna’s customers. Prior to joining Lacuna, from January 2015 to March 2020, he was CEO of SwiftStack, Inc., an open-source cloud data management company focused on large scale data applications, which was acquired by NVIDIA Corporation, a publicly-traded multinational technology company, in March 2020.

Mr. Jaworski previously served as:

●

Senior Vice President and General Manager of the core platform business at NetApp, Inc. from August 2010 through January 2012, where the team focused on the transition to scale-out systems.

●

Senior Vice President Product at Brocade Communications Systems, Inc.

●

General Manager of the Enterprise Security business unit at Nokia Corporation.

In addition, Mr. Jaworski’s early career included management positions at Sun Microsystems, Inc. and Amdahl Corporation. He has been an advisor and board member for a number of early-stage companies.

Mr. Jaworski received a B.S. in Computer Science from Bowling Green State University and an MBA from Santa Clara University.

We believe Mr. Jaworski brings strength to our Board through his broad and deep technology and product development and marketing experience.

Donald J. Jaworski

Age: 65

INDEPENDENT

DIRECTOR

NOMINEE

Chair

Leadership and Compensation Committee

Member

Audit Committee

Technology Advisory Committee

Mr. Meyrath was appointed to our Board in November 2022.

Mr. Meyrath has developed an extensive background in various leadership roles at global technology companies, most notably in the networking and data storage segments. Most recently, from January 2017 to December 2021, he served as Chief Product Officer of ServiceChannel Holdings Inc., a provider of SaaS-based multi-site solutions, which was acquired by Fortive Corporation, a publicly-traded provider of connected workflow solutions, in 2021.

From January 2014 to January 2017, Mr. Meyrath was Vice President at Dell Technologies Capital, a venture capital arm of Dell Technologies that invests in enterprise and cloud infrastructure, where he was responsible for driving venture funding, mergers and acquisitions, and other advisory roles for a diverse set of portfolio companies. He also held the role of Vice President of Product Management and Business Development for Dell EMC’s Backup and Recovery Services, which offers data protection and business continuity products.

Mr. Meyrath’s experience also includes executive roles at:

●

Juniper Networks, Inc.

●

Brocade Communications Systems, Inc.

●

Strategic Business Systems, Inc.

He was previously a Quantum employee from January 2002 to September 2003.

We believe Mr. Meyrath’s extensive work in product portfolio and technology development, and in particular his experience with data storage technologies, provides valuable experience and perspective to our Board.

Hugues Meyrath

Age: 54

INDEPENDENT

DIRECTOR

NOMINEE

Chair

Technology Advisory Committee

Member

Audit Committee

Todd W. Arden was appointed to our Board in June 2024.

Mr. Arden brings a long-term foundation in capital management and private equity business development. Most recently, he held the Senior Managing Director and Co-Chief Credit Officer position at Black Diamond Capital Management LLC, an alternative asset management firm, from January 2016 until March 2020.

From October 2012 to November 2014, Mr. Arden served as Chief Investment Officer – Octagon Credit Opportunities at CCMP Capital Advisors, LP, an American private equity investment firm. He was previously a Managing Director at TPG Angelo Gordon (formerly Angelo Gordon & Co. LP), a global alternative investment manager from March 2000 to June 2012. Prior to that, he held roles as:

●

Senior Research Analyst at AIG Global Investment Corporation.

●

Senior Equity Analyst at Troubh Partners LP.

●

Manager in the Financial Consulting Services practice at Arthur Anderson & Co., New York.

Mr. Arden received a Bachelor of Arts degree in Economics from Northwestern University and a Masters in Business Administration from Columbia University’s Graduate School of Business. He is a Chartered Financial Analyst.

We believe Mr. Arden’s expertise in capital structures and debt management brings important experience to our Board. Mr. Arden does not sit on any Board committees.

Todd W. Arden

Age: 57

INDEPENDENT

DIRECTOR

NOMINEE

We appointed John R. Tracy to our Board in June 2024.

Mr. Tracy has an extensive background in public company financial planning and operations. Most recently, he served as Executive Vice President and Chief Financial Officer at Verifone Systems, Inc., a payment system company, from February 2019 until April 2024. Prior to that, from November 2017 to November 2019, Mr. Tracy served as Senior Director at Pine Hill Group, an accounting and transaction advisory firm.

From July 2015 to October 2016, Mr. Tracy held the position of Senior Vice President of Finance for TiVo Inc. (formerly Rovi), a streaming entertainment content delivery service. Prior to that, he was Vice President of Finance and Chief Financial Officer for TE Connectivity Inc., a publicly-traded electronics connector and sensor manufacturer, from June 2013 to June 2015. He also served as Vice President and Corporate Controller at ConvaTec, a publicly-traded medical products and technology company, from October 2012 to June 2013.

Mr. Tracy also held various senior finance roles at Motorola Inc. and its subsidiaries.

Mr. Tracy received a Bachelor of Science degree in Accounting from Rider University and a Masters of Science in Taxation from Fairleigh Dickinson University.

We believe Mr. Tracy’s financial expertise, including his experience as a public company chief financial officer, makes him a valuable member of our Board.

John R. Tracy

Age: 59

INDEPENDENT

DIRECTOR

NOMINEE

Member

Audit Committee

Marc E. Rothman has served as a member of our Board since May 2017.

He has been Senior Vice President and Chief Financial Officer at BMC Software, Inc. (BMC), a company that develops, delivers, and services IT operations management software, since October 2020.

Before joining BMC, Mr. Rothman served as Executive Vice President and Chief Financial Officer of Verifone Systems, Inc., a multinational company providing technology for electronic payment transactions from 2013 to July 2020. Prior to Verifone, Mr. Rothman served in various capacities, including as Senior Vice President and Chief Financial Officer at Motorola Mobility, Inc., a consumer electronics and telecommunications company, from 2000 to 2012.

From 1995 to 2000, Mr. Rothman served in multiple leadership finance roles at General Instrument Corporation, which developed integrated and interactive broadband access solutions, including as Vice President and Corporate Controller.

From 1987 through 1995, he was with Deloitte & Touche LLP, a professional services company.

Mr. Rothman graduated with a bachelor’s degree in Business from Stockton University (formerly Richard Stockton College) with Distinction and is a Certified Public Accountant in California (inactive).

We believe that Mr. Rothman possesses specific attributes that qualify him to serve as a member of the Board, including his executive leadership experience and deep financial expertise in:

●	Corporate finance, accounting, and treasury;

●	Restructuring, mergers, and acquisitions; and

●	Capital markets.

Marc E. Rothman

Age: 59

INDEPENDENT

Lead Independent Director

Chair

Audit Committee

Member

Corporate Governance and Nominating Committee

Leadership and Compensation Committee

Board Diversity Matrix as of July 2, 2024 Total Number of Directors 8 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 7 - - Part II: Demographic Background African American or Black - - - - Alaskan Native or Native American - - - - Asian 1 - - - Hispanic or Latin - - - - Native Hawaiian or Pacific Islander - - - - White - 7 - - Two or More Races or Ethnicities - - - - LGBTQ+ - Did Not Disclose Demographic Background -

Board Meetings and Independence

Board Meeting Attendance

The Board met a total of 19 times in Fiscal 2024. All Board members during Fiscal 2024 attended at least 75% of the Board and Committee meetings for which they were eligible to attend, which is the expectation outlined in our Corporate Governance Principles. Each of the directors nominated for election at our 2023 annual meeting of shareholders attended that meeting.

Director Independence

The Board has determined that all current members other than Mr. Lerner are independent directors as defined under the rules of the Nasdaq Stock Market LLC (Nasdaq). In addition to the listing standards and the SEC’s independence requirements, we are subject to additional independence criteria as defined in the April 2019 Stipulation of Settlement we executed upon settlement of the In re Quantum Corp. Derivative Litigation shareholder derivative action.

This additional independence criteria requires that independent directors:

•

Have not received, during the current calendar year or any of the three immediately preceding calendar years, direct or indirect remuneration (other than de minimis remuneration less than $5,000) resulting from service as our significant supplier or customer, or as an advisor, consultant, or legal counsel to Quantum or a member of our senior management team; and

•	Are not employed by a private or public company at which any of our executive officers serves as a director.

We also exceed Nasdaq listing standards by requiring approximately 75% of our Board to be comprised of independent directors.

Our independent directors meet in executive session, without employee directors, at least as often as each regularly scheduled quarterly Board meeting. The independent directors are also empowered to request reporting from any employee during the executive session, including audit and compliance personnel.

Leadership Structure

Quantum’s Board is committed to strong, independent Board leadership and oversight of management’s performance. The Board believes it should determine whether the CEO should also serve as Board Chair. The Board determines the Chair assignment, from time to time and in its business judgment after considering relevant factors, including Quantum’s needs and our shareholders’ best interests. Following a thorough evaluation, the Board has determined that Mr. Lerner should continue to serve as both Chairman and CEO. The Board believes this structure promotes aligning strategic development and execution, effectively implementing strategic initiatives, and exercising accountability for the Company’s performance. The Chair focuses on effectively leading and managing the Board. The Board has appointed a Lead Independent Director to help provide robust, independent Board leadership. The roles and responsibilities of the Chair and Lead Independent Director are described in more detail in our Corporate Governance Principles available on the investor relations section of our website at www.investors.quantum.com.

Board Committees and Leadership Structure

Board Demographics and Committees

Key demographics for our current Board members are:



Independent Committee Chairs (100%)	Independent Directors(87.5%)	Female or Ethnically Diverse Directors(12.5%)

	2.2	55

Aggregate Meeting Attendance (96%)	Average Tenure (Years)	Average Age (Years)

Board Committee Composition Independent Audit Committee Leadership and Compensation Committee Corporate Governance and Nominating Committee Technology Advisory Committee Key Expertise Mr. Lerner Video and unstructured data Mr. Rothman Corporate finance and accounting Ms. White Data analytics and technology infrastructures Mr. Neumeyer Capital structures and financing Mr. Jaworski Technology and product development Mr. Meyrath Technology and product development Mr. Arden Capital structure and debt management Mr. Tracy Corporate finance and accounting

¹Each of our standing committees is governed by a written charter, available on the investor relations section of our website at www.investors.quantum.com.

Copies of the charters may be requested from Quantum’s Corporate Secretary at 224 Airport Parkway, Suite 550, San Jose, California, 95110.

Board Committee Responsibilities1 Audit Committee Leadership and Compensation Committee Corporate Governance and Nominating Committee Technology Advisory Committee • Held 9 meetings in Fiscal 2024. • Held 4 meetings in Fiscal 2024. • Held 4 meetings in Fiscal 2024. • Held 3 formal meetings in Fiscal 2024, plus informal working meetings generally held biweekly. • All members are financially literate and Mr. Rothman and Mr. Tracy each qualify as an “audit committee financial expert” per Nasdaq and SEC requirements. • Reviews and approves compensation philosophy, strategy, and practices. • Identifies and recommends director nominees and considers shareholder nominees to the Board. • Advises on the Company’s technology development plans. • Prepares Audit Committee report. • Reviews and approves executive compensation for all executive officers other than the CEO and recommends CEO and non-employee director compensation decisions to the Board. • Develops corporate governance principles and assesses Board effectiveness. • Assesses quality and development of product direction, investment, and roadmaps. • Appoints and approves independent registered public accounting firm, and meets with the firm without management present. • Reviews strategy and practices relating to the attraction, retention, development, performance, and succession planning of Quantum’s leadership team. • Advises Board on corporate governance matters, including Board and committee composition, roles, and procedures. • Reviews capabilities of Quantum’s research and development resources. • Assists Board with oversight of: • Develops guidelines for establishing and adjusting compensation of all non-executive vice presidents. • Recommends a Chair of the Board and Lead Independent Director as well as CEO succession planning. • Financial statement integrity and compliance with legal and regulatory requirements. • Assists Board with oversight of human capital management strategy. • Reviews potential conflicts of interest. • Internal accounting, financial reporting, and internal audit processes and controls adequacy. • Oversees Chief Compliance Officer and Quantum’s code of conduct. • Policies and processes for risk assessment and management, including cyber security risks. • Provides direction and guidance on environmental, social, and governance strategy.




	CHAIR RESPONSIBILITIES • Planning and organizing Board activities, including meeting agendas, frequency, content, and conduct. • Ensuring, along with the Corporate Governance and Nominating Committee, that the Board’s work processes effectively enable the Board to exercise oversight and due diligence in fulfilling its mandate, including for the oversight of Company strategy and risk. • Promoting effective communication among directors between Board meetings. • Working with committee chairs to ensure committees perform effectively and apprise the Board of actions taken. • Ensuring that the Board’s action items are tracked and appropriately resolved. • Encouraging an environment that facilitates all directors expressing their views on key Board matters. LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES • Presiding at any Board meeting the Chair does not attend, including executive sessions of only independent directors. • Calling meetings of non-management directors and providing appropriate executive session feedback to the CEO and management. • Serving as a liaison and facilitator between the independent directors and CEO. • Advising the Chair regarding Board meeting agendas, frequency, content, and conduct. • Collaborating with Board committees, including the Corporate Governance and Nominating Committee, on appointing members and chairs.

Director Candidate Evaluation

The Corporate Governance and Nominating Committee is responsible for identifying, evaluating, recruiting, and recommending qualified director candidates to our Board. The Board nominates directors for election at each annual shareholder meeting and appoints new Board members at other times determined to be appropriate. Directors are not permitted to serve on the Board for more than ten years.

General and Specific Considerations

The Board’s evaluation process will generally consider a candidate’s:

•	Independence.

•	High integrity and character.

•	Qualifications that will increase Board effectiveness.

•	Diverse personal characteristics, thinking, and backgrounds.

•	Other requirements as may be set forth by applicable rules, such as financial expertise for audit committee members.

The Board will also more specifically weigh:

•	Its current size, composition, and performance and oversight requirements.

•	Previous experience serving on public company boards or senior management teams.

•	Independence determinations under all applicable rules, including Nasdaq and SEC.

•	Whether the candidate possesses knowledge, experience, skills, and diversity to enhance the Board’s ability to manage and direct the Company’s affairs and business.

•	Key personal characteristics including strategic thinking, objectivity, independent judgment, integrity, intellect, and the courage to speak out and actively participate in meetings.

•	Knowledge of and familiarity with information technology.

•	The absence of conflicts of interest with Quantum’s business.

•	A willingness to devote significant time in effectively carrying out duties and responsibilities, including committing to attend at least six Board meetings per year, sit on at least one committee, and serve on the Board for an extended period of time.

•	Other factors the Corporate Governance and Nominating Committee may consider appropriate.

Identifying and Evaluating Director Nominees

The Corporate Governance and Nominating Committee uses the following procedures to identify and evaluate potential director nominees:

•	Regularly reviewing the Board’s size, composition, and collective performance, in addition to individual member performance and qualifications.

•	Determining whether to retain or terminate any third-party search firm used to identify director candidates, including approving the fees paid.

•

Reviewing qualifications of any properly identified, recommended, or nominated candidate. The committee’s review, in its discretion, may consider only the information provided to it or include discussions with third parties familiar with the candidate, candidate interviews, or other actions the committee deems proper.

•	Evaluating each candidate according to the General and Specific Considerations previously outlined.

•	Recommending a slate of director nominees to be approved by the Board.

•	Endeavoring to promptly notify director candidates of its decision regarding whether to nominate a candidate for Board election.

The Board has not historically maintained a formal diversity policy for its members. However, in evaluating the Board’s composition, the Board and Corporate Governance and Nominating Committee consider diversity of:



Knowledge	Culture	Race	Gender	Age

The Board believes that directors with a diverse range of perspectives, skills, and experiences enable it to more effectively oversee all aspects of Quantum’s business. The Board considers underrepresented populations when seeking candidates for future nomination to the Board, and seeks to include women and members of underrepresented groups in each nominee candidate pool.

Shareholder Recommendations

The Corporate Governance and Nominating Committee’s policy is to consider shareholder recommendations for Board candidates. A shareholder must submit a written recommendation for a Board candidate to the attention of Quantum Corporation, Attn: Corporate Secretary, 224 Airport Parkway, Suite 550, San Jose, CA 95110.

Submissions must include:

•

Candidate name and contact information.

•

Detailed biographical data and relevant qualifications, including references.

•

Descriptions of any relationships between the candidate and Quantum.

•

The shareholder’s statement in support of the candidate.

•

The candidate’s written indication of his or her willingness to serve if elected.

•

Other nominee information that our Bylaws and applicable SEC regulations require to be disclosed.

Shareholder Nominees

Shareholders may also nominate director candidates for election to the Board. A shareholder that desires to nominate a candidate directly for election must meet the deadlines and other requirements set forth in our Bylaws¹ and SEC rules and regulations (see Shareholder Proposals for Our 2025 Annual Meeting for more information).

The Corporate Governance and Nominating Committee may require any prospective nominee to furnish other information it reasonably desires to determine the nominee’s independence or eligibility to serve as a director.

¹Our Bylaws are available on the investor relations section of our website at www.investors.quantum.com and as an exhibit to our annual report on Form 10-K.

Ethics and Compliance

We conduct business ethically, honestly, and in compliance with all applicable laws and regulations. Our path through complex AI and unstructured data environments presents new opportunities and as well as new challenges. Our code of conduct is meant to help us successfully navigate this new landscape by enabling effective business processes, relationships, and solutions.

The code applies to anyone conducting business on behalf of Quantum or its subsidiaries, including all directors, officers, and employees, and defines expectations in each of the following key areas:

The Board most recently revised the code in February 2024, and it was distributed to all employees in both English and local languages the following month.

We maintain an internal ethics committee comprised of leaders from our finance, internal audit, human resources, and legal teams. The committee supports the Chief Administrative Officer’s oversight of our compliance program and provides appropriate assistance in reviewing, investigating, and responding to reported concerns. We have also implemented a whistleblower policy and encourage reporting of ethics and compliance concerns, including by providing a confidential and anonymous third-party reporting hotline.

Concerns that may relate to material accounting or auditing matters are communicated promptly to our Audit Committee.

Waivers of the code’s applicability to a Quantum director or executive officer may only be granted by our Board or its committees and must be timely disclosed as required by applicable law.

The code of conduct is available on the investor relations section of our website at www.investors.quantum.com. Copies of the code may be requested from Quantum’s Corporate Secretary at 224 Airport Parkway, Suite 550, San Jose, California, 95110.

Environmental, Social, and Governance Oversight

Our environmental, social, and governance (ESG) sustainability philosophy is deeply ingrained in our core values. We view environmental stewardship as an essential component of our long-term business strategy but recognize that the path to environmental excellence is continuous and evolving. We are committed to adapting, innovating, and leading in this vital endeavor, fully cognizant that our actions today will shape the world of tomorrow.

To that end, in Fiscal 2024 we invested significant time and resources in improving our carbon footprint data, including by calculating product-specific footprints and estimating employee commute impacts. Our Carbon Disclosure Project score continued to keep pace with worldwide and industry-specific benchmarks.

The Corporate Governance and Nominating Committee oversees our ESG initiatives and policies, including communicating with stakeholders. Integral in that is our human capital management strategy, which includes:



Recruiting	Retention	Career Development	Performance Management	Rewards and Recognition	Succession Planning

We also conducted a culture survey in Fiscal 2024, finding that respondents generally have strong relationships with their managers, which they value and find to be one of the best aspects of working at Quantum.

¹Calculations assume 1 unit in service for 12 hours per day over a 5-year life span, in a controlled environment. Actual user results may vary.

Board Role in Risk Oversight and Board Evaluation

Quantum faces a wide spectrum of financial, strategic, operational, and regulatory risks. The Audit Committee is primarily responsible for overseeing the Company’s management of those risks and providing appropriate updates to the Board. The Audit Committee guides our risk identification, assessment, and management policies and procedures, including discussions of our major risk exposures, associated risk mitigation activities, and risk management practices implemented throughout the Company. It also actively monitors the Company’s product and information technology cybersecurity risks and mitigation procedures.

The Board’s other committees also oversee risks associated with their respective areas of responsibility, including:

•	The Leadership and Compensation Committee’s review of compensation practices risks.

•	The Corporate Governance and Nominating Committee’s guidance regarding compliance risks.

The committees update the Board regarding their risk oversight practices through regular reporting and discussion.

While the Board is responsible for risk oversight, risk management accountability lies with our management team. Quantum’s enterprise risk management practices and formal risk assessments are led by our internal audit team, which periodically reports status to the Audit Committee or Board, where appropriate. Our functional teams apply other appropriate risk assessment and mitigation techniques, with the relevant management representatives updating the Board as needed.

Our Board, committees, and individual directors perform annual self-evaluations in accordance with our corporate governance principles. The evaluations ensure our Board is strategic, productive, and effective, and contributes to long-term shareholder value. As part of the evaluation process, the Board, Mr. Lerner, and Mr. Cabrera hold ongoing discussions regarding Board and committee composition, effectiveness, and decision-making, as well as individual director performance.

Stock Ownership Guidelines

We annually review our stock ownership guidelines for our CEO, directors, and other officers. We compare our guidelines with those of peer group companies and consider ISS ownership governance best practices. Our Board believes that best aligning with shareholder interests requires our directors to hold common stock amounts on the larger end of our peer group and the ISS guidelines.

In Fiscal 2024, our Board determined it would continue the following stock ownership guidelines, which were last increased in 2020:



Directors	CEO	CFO
5x Annual Retainer	3x Annual Base Salary	2x Annual Base Salary

Our policy does not include vested and unvested outstanding stock options, unvested restricted stock and restricted stock units, and unearned performance stock and performance stock units in share ownership. Eligible stock ownership includes the following elements:

•	Shares purchased on the open market or through the 2022 rights offering.

•	Shares acquired by exercising stock options or under our Employee Stock Purchase Plan.

•	Vested restricted stock and restricted stock units.

•	Stock beneficially owned in a trust.

•	Stock held by a spouse or minor children.

Compliance with our stock ownership guidelines is due on the later of five years from:

•	The date an individual first became eligible for our stock ownership guidelines; or

•	February 4, 2020.

If the dollar value of required holdings increases due to base salary or director cash compensation increases, stock ownership must also be increased within five years. We measure compliance with these guidelines at the end of each fiscal year. At the end of Fiscal 2024, all included positions were on track to meet their stock ownership guidelines.

Non-Employee Director Compensation

The Board and Leadership and Compensation Committee (Committee) determine the amount and form of non-employee director compensation. Management provides information and recommendations regarding competitive market practices, target compensation levels, and compensation program design. The Committee also retains an independent compensation consultant to provide analysis and advice regarding:

•	Specific compensation recommendations.

•	The market competitiveness of our compensation program, including current compensation trends and developments.

•	Benchmarking against peer group and technology industry practices.

While the Committee carefully considers the information and recommendations it receives, the Board maintains ultimate authority for decisions relating to non-employee director compensation. Mr. Lerner is the only Quantum employee on the Board and receives no additional compensation for his Board service.

The Committee generally conducts a comprehensive periodic review of the Company’s compensation program, most recently in Fiscal 2023. Quantum engaged Compensia as its independent compensation consultant to complete an independent review, which compared the Company’s compensation program, design, and practices to those of our peer group. Our current non-employee director compensation program elements are listed in the chart to the right.

In Fiscal 2024, given the Company’s listing price and potential dilution impacts, the Board voted to delay its refresh equity grant. As a result, no Board members other than Mr. Lerner received equity grants in Fiscal 2024. Board members did not receive any incremental cash compensation to offset the delayed equity grant.

Compensation Element Annual Value Frequency Director Retainer $50,000 25% per quarter Lead Independent Director Retainer $25,000 25% per quarter Committee Chair Fees • Audit Committee • Leadership & Compensation Committee • Corporate Governance & Nominating Committee • Technology Advisory Committee • $25,000 • $17,500 • $15,000 • $15,000 25% per quarter Committee Member Fees • Audit Committee • Leadership & Compensation Committee • Corporate Governance & Nominating Committee • Technology Advisory Committee • $12,500 • $10,000 • $7,500 • $7,500 25% per quarter Non-Employee Board Chair Retainer $40,000 25% per quarter New Director Equity Grant $125,000 Pro-rated with 100% vesting at next annual meeting Director Refresh Equity Grant $125,000 100% vesting at earlier of next annual meeting or one year

We have executed change of control agreements with each of our non-employee directors other than Mr. Arden. The agreements provide for automatic accelerated vesting of equity-based awards if the director’s service with the Company ends within 12 months following a change of control (other than for termination due to death or disability).

We allow our non-employee directors to defer some or all of their cash fees, which defers federal and state income taxes. Plan participants direct the deemed investment of their deferred accounts among a preselected group of investment funds which excludes Quantum’s common stock. The deemed investment accounts mirror the investment options available under Quantum’s 401(k) Savings Plan. Plan participants’ deferred accounts are credited with interest based on their selected deemed investments. During Fiscal 2024, no non-employee directors elected to participate in the deferred compensation plan.

Compensation Committee Interlocks and Insider Participation

Mr. Jaworski, Mr. Neumeyer, and Mr. Rothman currently comprise the Leadership and Compensation Committee of our Board of Directors. None is currently, nor has been at any time since Quantum was formed, an officer or employee of the Company or any of its subsidiaries. Likewise, no Committee member has entered into any transactions in which they will have a direct or indirect material interest adverse to the Company. No interlocking relationships exist between any Board or Committee members and any other company’s board or compensation committee members, nor have they previously existed.

Fiscal 2024 Non-Employee Director Compensation Tables The following tables detail the Fiscal 2024 annual cash retainers, applicable committee service fees, and applicable Chair retainers paid to our directors. We do not pay meeting fees to our Board members. Name Fees Earned or Paid in Cash1 Stock Awards2 All Other Compensation Total Jacoby, Rebecca J.3 $36,223 - - $36,223 Jaworski, Donald J. $81,840 - - $81,840 Meyrath, Hugues $77,500 - - $77,500 Neumeyer, Christopher D.4 - - - - Rothman, Marc E. $112,972 - - $112,972 White, Yue Zhou (Emily) $58,632 - - $58,632 1Amounts reflect compensation earned by each director during Fiscal 2024 and include the amounts in the next table. 2In Fiscal 2024, given the Company’s listing price, the Board voted to delay its refresh equity grant. As a result, no Board members other than Mr. Lerner received equity grants in Fiscal 2024. 3Ms. Jacoby did not stand for re-election at Quantum’s 2023 annual meeting of shareholders and her term ended immediately prior to the start of the 2023 annual meeting on September 12, 2023. 4Mr. Neumeyer does not receive cash or equity compensation from Quantum for his Board service.

Name Board Retainer Lead Independent Director Retainer Committee Membership Retainer Committee Chair Retainer Total Fees Paid in Cash Jacoby, Rebecca J. $22,639 - $5,660 $7,924 $36,223 Jaworski, Donald J. $50,000 - $22,264 $9,576 $81,840 Meyrath, Hugues $50,000 - $12,500 $15,000 $77,500 Neumeyer, Christopher D. - - - - - Rothman, Marc E. $50,000 $25,000 $12,972 $25,000 $112,972 White, Yue Zhou (Emily) $50,000 - $8,632 - $58,632 Because no new non-employee director equity grants were awarded in Fiscal 2024, none held any outstanding or unvested equity awards as of March 31, 2024. Name Stock Awards Outstanding Options Outstanding Total Equity Awards Outstanding Jacoby, Rebecca J. - - - Jaworski, Donald J. - - - Meyrath, Hugues - - - Neumeyer, Christopher D. - - - Rothman, Marc E. - - - White, Yue Zhou (Emily) - - -

Proposals

Proposal 1

Election of Directors

Quantum has nominated seven directors to be elected to the Board at the Annual Meeting, to serve until the 2025 annual meeting or until their successors are duly qualified and elected. The Corporate Governance and Nominating Committee recommended all nominees and the Board nominated all for election.

The nominees are:



James J. Lerner	Yue Zhou (Emily) White	Christopher D. Neumeyer



Donald J. Jaworski	Hugues Meyrath	Todd W. Arden	John R. Tracy

Required Vote

This is an uncontested election requiring a majority of votes cast. A majority of votes cast means that the number of shares voted for a director exceeds the number of votes cast against the director. Abstentions will not be counted for or against a nominee. If a director nominee does not receive a majority of votes cast, he or she will not be elected. See Information Concerning Solicitation, Voting, and Communication for more information about majority voting.

Each shareholder voting on Proposal 1 may cumulate their votes as described in Information Concerning Solicitation, Voting, and Communication.

Proposal 2

Approval of Reverse Stock Split

The Board has adopted and recommends that shareholders approve an amendment (the Amendment) to the Company’s amended and restated certificate of incorporation (the Restated Certificate) to effect a reverse stock split of our common stock by combining issued shares of common stock into a lesser number of issued shares of common stock at a ratio ranging from 1 share-for-5 shares up to a ratio of 1 share-for-20 shares, with the exact ratio to be selected by the Board and set forth in a public announcement (the Reverse Stock Split). If the Amendment is approved by shareholders, the Reverse Stock Split may be effected at any time prior to August 15, 2025. The Board may alternatively elect, in its sole discretion, to abandon such proposed Amendment and not effect the Reverse Stock Split authorized by shareholders. Upon the effectiveness of the Amendment effecting the Reverse Stock Split, the issued shares of our common stock will be combined into a lesser number of shares such that one share of our common stock will be issued for a specified number of shares in accordance with the ratio for the Reverse Stock Split. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Exchange Act.

The form of the proposed certificate of amendment to the Company’s Restated Certificate to effect the Reverse Stock Split is attached hereto as Exhibit A (the Certificate of Amendment). The Certificate of Amendment that will be filed to effect the Reverse Stock Split will include the Reverse Stock Split ratio fixed by the Board, within the range approved by our shareholders. If Proposal 2 is approved by our shareholders and the Board elects to effect the Reverse Stock Split, the Certificate of Amendment may be filed with the Secretary of State of the State of Delaware at any time prior to August 15, 2025, and the Reverse Stock Split and will become effective upon such filing or on the effective date and time specified in the Certificate of Amendment (the Effective Time).

If the Proposal 2 is approved by our shareholders, the board of directors would have the sole discretion to effect the Reverse Stock Split at any time prior to August 15, 2025, and to fix the specific ratio for the Reverse Stock Split, provided that the ratio would be not less than 1-for-5 and not more than 1-for-20. We believe that enabling our board of directors to fix the specific ratio of the Reverse Stock Split within the stated range will provide us with the flexibility to implement the split in a manner designed to maximize the anticipated benefits to the Company and our shareholders, as described below. The determination of the ratio of the Reverse Stock Split will be based on a number of factors, described further below under Criteria to be Used for Decision to Apply the Reverse Stock Split.

Reverse Stock Split

The primary purpose for effecting the Reverse Stock Split is to increase the per share trading price of our common stock so as to:

•

maintain the listing of our common stock on the Nasdaq Global Market and avoid a delisting of our common stock from Nasdaq in the future on the basis of the Minimum Bid Price Requirement (as defined below); and

•

broaden the pool of investors that may be interested in investing in the Company by attracting new investors who are prohibited from or prefer not to invest in shares that trade at lower share prices.

While the number of authorized shares of our common stock will not change as a result of the Reverse Stock Split, it will cause the number of issued and outstanding shares of our common stock to be reduced in accordance with the selected exchange ratio and will therefore have the effect of increasing the authorized common stock available for future issuance.

In evaluating the Reverse Stock Split, the Board has taken, and will take, into consideration negative factors associated with reverse stock splits. These factors include:

•

Negative perceptions of reverse stock splits held by many shareholders, investors, analysts and other stock market participants;

•

Reduced number of shares of common stock potentially adversely affecting the liquidity of our common stock;

•

SEC Form DEF 14A filed by Quantum Corporation