UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Quantum Corporation

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Quantum Corporation

Annual Shareholder Meeting Proxy Statement 2025

A Message from Our Leadership

The question I’ve heard most in the last few months is, “Why would you want to come out of retirement to go back to work at Quantum?” The honest answer is that it feels like fate.

Much of my professional work has been in the storage industry. More specifically, I have been associated with Quantum since the 1990s, as a supplier, employee, competitor, or Board member. Each of these roles has given me the ability to learn, experience, and understand Quantum’s products and opportunities in a unique way. This tenure makes it feel like Quantum is in my blood.

I am extremely happy to step into the President and Chief Executive Officer role, and am passionately focused on driving the company toward successfully achieving the opportunities ahead of us. We have fantastic products, amazing people, and fascinating customers. I’m looking forward to combining all of those resources into providing unmatched solutions for unstructured data and AI-enabled workflows.

I sincerely believe Quantum is uniquely positioned to grow our business and deliver more consistent results for our shareholders. We believe that your support on the proposals included in this proxy statement will help us do that.

Hugues Meyrath

President and Chief Executive Officer

Fiscal year 2025 created the foundation for significant change for Quantum. We revised our product portfolio, go to market strategies and resources, customer purchase methodologies, access to capital, and global employee footprint.

On the heels of those actions, we ushered in fiscal year 2026 by revising our debt structure and reconstituting our executive management team. Having known Hugues for more than 20 years, I could not have been more pleased to welcome him as Quantum’s new President and Chief Executive Officer. His depth and breadth of interaction with Quantum over the last thirty years is rare and sincere, and he was truly excited to have the opportunity to lead the company forward.

I have no doubt that excitement has translated into renewed focus and engagement with Quantum’s leadership team, employees, customers, suppliers, and other partners. Quantum’s recent history has been defined by charting a new direction; fiscal year 2026 presents an opportunity to leverage that work and define a future that can deliver positive outcomes for all stakeholders. We recommend you support our proxy proposals as a critical step in continuing Quantum’s transformation.

I’ve very excited to play a part in that process and support Hugues and the Quantum team through this journey.

Don Jaworski

Chairman of the Board

Notice of Annual Meeting of Shareholders

October 20, 2025

Record Date

December 16, 2025

Annual Meeting Date

8:00 a.m.

Pacific Time

https://web.viewproxy.com/qmco/2025

Virtual Meeting

(you must preregister in order to attend)

Quantum Corporation (Quantum or the Company) invites you to attend our 2025 annual meeting of shareholders (Annual Meeting) on Tuesday, December 16, 2025, beginning promptly at 8:00 a.m. Pacific Time. At the meeting, we will consider and vote on the following proposals:

Proposal One
Elect Directors

Proposals Two and Three
Issuance of Senior Secured Convertible Notes

Proposal Four
Issuance of Common Stock Under Forbearance Warrant Anti-Dilution Provisions

Proposal Five
Amendment and Restatement of the 2023 Long-Term Incentive Plan

Proposal Six
Non-Binding Advisory Vote on Executive Compensation

Proposal Seven
Ratification of Independent Auditors

Proposal Eight
Adjournment of the Annual Meeting

Other Matters Properly Raised
None as of the time this proxy statement was filed

Only shareholders of record at the close of business on October 20, 2025 (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 One, and “FOR” Proposals Two, Three, Four, Five, Six, Seven, and Eight.

Important Notice Regarding the Availability of Proxy Materials

The following pages set forth our 2025 proxy statement, including more complete descriptions of proposals and Board candidates. This information is also available at https://web.viewproxy.com/qmco/2025.

Efficiency and conservation matter to us. To reduce environmental impacts 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 they prefer. Our Notice is first being sent on or about October 31, 2025 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 (including their required information) within the timeframes 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 individuals named in the form of proxy will vote the shares they represent as the Board may recommend.

By Order of the Board of Directors,

Tara Ilges

Vice President, Corporate Affairs and Corporate Secretary

October 31, 2025

Table of Contents


Board of Directors and Committees		7
Director Biographies		8
Board Meetings and Independence		13
Board Committees and Leadership Structure		14
Director Candidate Evaluation		17

Corporate Governance		19
Ethics and Compliance		20
Environmental, Social, and Governance Oversight		22
Board Role in Risk Oversight and Board Evaluation		23
Stock Ownership Guidelines		24
Non-Employee Director Compensation		25

Proposals		28
Proposal One	Election of Directors	29
Proposals Two and Three	Issuance of Senior Secured Convertible Notes	30
Proposal Four	Issuance of Common Stock Under Forbearance Warrant Anti-Dilution Provisions	38
Proposal Five	Amendment and Restatement of the 2023 Long-Term Incentive Plan	41
Proposal Six	Non-Binding Advisory Vote on Executive Compensation	52
Proposal Seven	Ratification of Appointment of Registered Public Accounting Firm	53
Proposal Eight	Adjournment of the Annual Meeting	57
Other Proposals		58

Executive Compensation Summary		59
Named Executive Officers		60
Equity Grant Practices		61

Fiscal 2025 Compensation Tables		62
Summary Compensation Table		63
Narrative to Summary Compensation Table		64
Outstanding Equity Awards at Fiscal 2025 Year End		68
Potential Payments Upon Termination or Change in Control for Fiscal 2025		70
Equity Compensation Plan Information		72
Security Ownership of Certain Beneficial Owners and Management		73
Pay vs. Performance		74

Board Committee Reports and Related Information		79
Report of the Audit Committee of the Board of Directors		80
Related Party Transactions		81

Information Concerning Solicitation, Voting, and Communication		83
General Information, Notice and Access, Record Date and Outstanding Shares, and Voting Procedures		84
Householding, Solicitation, and Communicating with the Company		88
Shareholder Proposals for Our 2026 Annual Meeting		89
Documents Incorporated by Reference		90
Cautionary Statement Regarding Forward-Looking Statements		91

Exhibit A \| Amended and Restated 2023 Long-Term Incentive Plan (as amended and restated through October 20, 2025)		93

Proxy Card		110

Director Biographies

	Donald J. Jaworski INDEPENDENT Chairman of the Board Chair, Leadership and Compensation Committee

	Hugues Meyrath President and Chief Executive Officer Board Member

	Yue Zhou (Emily) White INDEPENDENT Board Member

	John R. Tracy INDEPENDENT Chair, Audit Committee Chair, Special Committee

	John A. Fichthorn INDEPENDENT Chair, Corporate Governance and Nominating Committee

	James C. Clancy INDEPENDENT Board Member

	Tony J. Blevins INDEPENDENT Board Member

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

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

•

Reviewing and approving the CEO’s objectives and compensation.

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Overseeing CEO succession planning.

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

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

For the April 1 – August 14, 2024 portion of the fiscal year ended March 31, 2025 (Fiscal 2025), Mr. Marc E. Rothman served on the Board as the Lead Independent Director and Chair of our Audit Committee. Mr. Rothman did not stand for re-election at our 2024 shareholder meeting.

Additionally, Christopher D. Neumeyer served on the Board as Chair of the Corporate Governance and Nominating Committee from April 1, 2024 through March 19, 2025.
Mr. Neumeyer was named a Board observer in April 2025.

Finally, Mr. Todd W. Arden served on the Board from June 6, 2024 through April 2, 2025.

Neither Mr. Neumeyer nor Mr. Arden had any disagreements with the Board or Quantum Management team on any matter relating to the Company’s operations, policies, or practices.

Each of our directors has been nominated for election at the Annual Meeting. There are no familial relationships between any directors or executive officers of the Company.


		Donald J. Jaworski INDEPENDENT DIRECTOR NOMINEE 66 years old

	CHAIR • Board of Directors • Leadership and Compensation Committee

	MEMBER • Audit Committee • Special Committee

Mr. Jaworski was appointed to our Board in November 2022 and named Chairman on June 2, 2025. He served as Lead Independent Director from August 15, 2024 to June 1, 2025. 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 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.


			Hugues Meyrath DIRECTOR NOMINEE 56 years old

	Mr. Meyrath was appointed to our Board in November 2022 and named President and Chief Executive Officer on June 2, 2025. Mr. Meyrath has developed an extensive background in various leadership roles at global technology companies, most notably in the networking and data storage segments. Before joining Quantum, 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 also 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, as well as his deep understanding of our business given his role as our Chief Executive Officer, provides valuable experience and perspective to our Board.


		Yue Zhou (Emily) White INDEPENDENT DIRECTOR NOMINEE 53 years old

	MEMBER • Audit Committee • Leadership and Compensation Committee • Corporate Governance and Nominating Committee • Special Committee

Ms. White was elected to our Board in September 2021. Ms. White held the position of Vice President, Enterprise Data and Analytics at Cisco Systems, a publicly-traded networking hardware and software manufacturing company from July 2024 to July 2025. Prior to Cisco, she served as Vice President of Enterprise Data and Analytics at NIKE, Inc., a public company that manufactures and sells athletic apparel, beginning in 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.


		John R. Tracy INDEPENDENT DIRECTOR NOMINEE 60 years old

	CHAIR • Audit Committee • Special Committee

	MEMBER • Leadership and Compensation Committee • Corporate Governance and Nominating Committee

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 (now CFGI), an accounting and transaction advisory firm. From July 2015 to October 2016, Mr. Tracy held the position of Senior Vice President Finance for TiVo Inc. (formerly Rovi), a streaming entertainment content delivery service. Prior to that, he was Vice President 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. He 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 chief financial officer, makes him a valuable member of our Board.


		John A. Fichthorn INDEPENDENT DIRECTOR NOMINEE 52 years old

	CHAIR • Corporate Governance and Nominating Committee

Mr. Fichthorn was appointed to the Board in April 2025. He was previously a member of the Board from April 2019 to July 2021. Mr. Fichthorn has served as the Founder and Managing Partner of Dialectic Capital Management, since the re-launching of Dialectic in May 2020. He is also the Founder and Managing Partner of Medtex Ventures, a medical device venture capital firm he founded in 2020. Prior to that, Mr. Fichthorn was the Head of Alternative Investments at B. Riley Capital Management, LLC, an investment advisor and wholly-owned subsidiary of B. Riley Financial, Inc, from April 2017 until May 2020. Before that, Mr. Fichthorn co-founded Dialectic Capital Management, where he was an equities portfolio manager and analyst from 2003 to 2017. Mr. Fichthorn has served on the boards of directors at: • Benefytt, formerly called Health Insurance Innovations, Inc., a publicly traded health insurance and technology platform company, from December 2017 to August 2020. • TheMaven (now The Arena Group), a publicly traded online media company, from September 2018 to October 2021. • Multiple private companies that are portfolio companies of Dialectic Capital and Medtex Ventures. Mr. Fichthorn earned a Bachelor of Arts degree in Astronomy from the University of North Carolina at Chapel Hill. Mr. Fichthorn has significant experience in accounting and financial matters, experience serving on other public and private company boards, and brings shareholder perspective to our Board. We believe he brings strength to our Board as a result of his experience managing investment firms and being a shareholder activist.


			James C. Clancy INDEPENDENT DIRECTOR NOMINEE 58 years old

	Mr. Clancy was appointed to the Board in August 2025. Mr. Clancy has served as an Advisor to the CEO at DataPivot Technologies, Inc., a data center and cloud technologies solutions provider, since December 2024. Mr. Clancy previously served as the Senior Vice President, Global Sales, Data Protection Solutions at Dell Technologies Inc., a publicly-traded technology company, from 2019 until December 2024. Prior to that, Mr. Clancy held various positions at Dell including President of Global Specialties Sales from 2018 to 2019 and Senior Vice President, Global Sales, Data Protection Solutions from 2013 to 2018. Additionally, Mr. Clancy served as Divisional Vice President, Americas for EMC’s Backup Recovery Systems Division at EMC Corporation (later acquired by Dell), from 2011 to 2013 and in various senior roles from 1998 to 2011. Mr. Clancy earned a Bachelor of Business Administration and General Management Degree from the University of Massachusetts Dartmouth. We believe Mr. Clancy brings strength to our Board through his extensive experience with sales strategies for global data protection and cyber resiliency solutions.


			Tony J. Blevins INDEPENDENT DIRECTOR NOMINEE 58 years old

	Mr. Blevins was appointed to the Board in August 2025. Mr. Blevins most recently served as Vice President of Procurement at Apple, Inc., a publicly-traded technology company, from 2000 until September 2022. Prior to that, he served in various senior roles at IBM, a publicly-traded technology company, in both supply chain and engineering. Mr. Blevins earned a Bachelor’s degree in Industrial Engineering from North Carolina State University. We believe Mr. Blevins brings strength to our Board as a result of his significant supply chain leadership and strategy experience.


	BOARD 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 (where appointed)
	•	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.

Board Meetings and Independence

Board Meeting Attendance

The Board met a total of 34 times in Fiscal 2025. All Board members during Fiscal 2025, other than Ms. White, 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. Ms. White’s ability to join at least 75% of the meetings she was eligible to attend was atypically impacted by the unusually high number of meetings, her job change, and significant work-related international travel. The Board anticipates that Ms. White will have increased ability to attend meetings in the fiscal year ending March 31, 2026 (Fiscal 2026), as she had in prior years. Each of the directors nominated for election at our 2024 annual meeting of shareholders, other than
Mr. Neumeyer and Ms. White, who had unavoidable business conflicts, attended that meeting.

Director Independence

The Board has determined that all current members other than Mr. Meyrath are independent directors as defined under the rules of the Nasdaq Stock Market LLC (Nasdaq).

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 determines the Chair assignment, from time to time and in its business judgement after considering relevant factors, including Quantum’s needs and our shareholders’ best interests. With
Mr. Meyrath’s appointment as President and Chief Executive Officer on June 2, 2025, the Board determined it would be appropriate and strengthen the Company’s corporate governance to separate the roles of Board Chair and CEO. Following a thorough evaluation, the Board determined that Mr. Jaworski, who previously served as Lead Independent Director, should assume the role of Chairman of the Board. The Board believes this structure promotes implementing accountability for the Company’s performance.

The Chair focuses on effectively leading and managing the Board, with responsibilities 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

(86%)

1.7

Average Tenure

(Years)

57.4

Average Age

(Years)

Board Committee Composition

Board Committee Responsibilities

Each 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 10770 E. Briarwood Avenue, Centennial, Colorado, 80112.

Audit Committee

The Audit Committee of the Board of Directors (Audit Committee) met ten times in Fiscal 2025. All members are independent and financially literate. Mr. Tracy qualifies as an “audit committee financial expert” per Nasdaq and SEC requirements. The Audit Committee’s primary responsibilities are to:

•

Prepare the Audit Committee report.

•

Appoint and approve the Company’s independent registered accounting firm, and meet with that firm without management present.

•

Assist the Board with overseeing:

○

Financial statement integrity and compliance with legal and regulatory requirements.

○

Internal accounting, financial reporting, and internal audit processes and controls adequacy.

○

Policies and processes for risk assessment and management, including cybersecurity risks.

Leadership and Compensation Committee

The Leadership and Compensation Committee of the Board of Directors (LCC) met five times in Fiscal 2025. All members are independent. The LCC is primarily responsible for:

•

Reviewing and approving the Company’s compensation philosophy, strategy, and practices.

•

Reviewing and approving executive compensation for all executive officers other than the CEO, and recommending CEO and non-employee director compensation decisions to the Board.

•

Reviewing strategy and practices relating to the attraction, retention, development, performance, and succession planning of Quantum’s leadership team.

•

Developing guidelines for establishing and adjusting compensation of all non-executive vice presidents.

•

Assisting the Board with overseeing human capital management strategy.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee of the Board of Directors also met five times in Fiscal 2025 and is also comprised of only independent members. The committee’s primary responsibilities are to:

•

Identify and recommend director nominees and consider shareholder nominees to the Board.

•

Develop corporate governance principles and assess Board effectiveness.

•

Advise the Board on corporate governance matters, including Board and committee composition, roles, and procedures.

•

Recommend a Board chair and Lead Independent Director, as well as CEO succession planning.

•

Review potential conflicts of interest.

•

Oversee Quantum’s ethics and compliance programs.

Special Committee

The Special Committee of the Board of Directors (Special Committee) was initially formed to provide a forum for discussion of strategic initiatives amongst independent Board members, and reconstituted in May 2025 to review and independently approve the Company’s debt and capital structure negotiations with Dialectic Capital LLC. The committee met five times in Fiscal 2025.

Technology Advisory Committee

The Technology Advisory Committee of the Board of Directors was disbanded in May 2025. It was formerly comprised of Mr. Meyrath as Chair and Mr. Jaworski as its other member. The committee advised the Company on its technology development plans. The committee formally met four times in Fiscal 2025, plus informal working meetings generally held biweekly.

Audit Committee Oversight of Financial Statement Restatements

As previously disclosed, the Company restated certain financial statements in Fiscal 2025 and Fiscal 2024. The Fiscal 2025 restatement resulted from inconsistencies in applying revenue-recognition standards to its service and subscription revenue contracts, and did not affect any contracts entered into prior to Fiscal 2025. The Fiscal 2024 restatement involved the Company’s application of standalone selling price and warrant classification. The Audit Committee, including the current director nominees standing for re-election, supervised the Fiscal 2025 restatement, and in part, the Fiscal 2024 restatement.

The Audit Committee worked closely with management, the Company’s independent auditors, and external advisors to review the affected financial statements, oversee the restatement process, and monitor the remediation of related control deficiencies. The Audit Committee met regularly during these reviews and was actively engaged in overseeing the process.

The Board believes that the diligence, judgment, and commitment demonstrated by the members of the Audit Committee in overseeing the restatements, together with their continued focus on accurate financial reporting, strong governance, and improvement in internal control over financial reporting, support their re-election at the Annual Meeting.

Director Candidate Evaluation

SEC Form DEF 14A filed by Quantum Corporation