Leading Proxy Advisory Firm Glass Lewis Concludes that Replacing a Cognyte Director with Value Base’s Nominee Is “Not Warranted at this Time”

Recommends Cognyte Shareholders Vote “AGAINST” Value Base Nominee Tal Yaacobi and “FOR” the Proposal to Approve the Amendments to Cognyte’s CEO Compensation Plan

Cognyte Software Ltd. (NASDAQ: CGNT) (the “Company” or “Cognyte”), a global leader in investigative analytics software, today announced that a second independent proxy advisory firm, Glass, Lewis & Co., LLC (“Glass Lewis”), has recommended “AGAINST” the director candidate proposed by one of the Company’s shareholders, Value Base Fund (“Value Base”).

In its report, Glass Lewis commented on Cognyte’s recent progress, noting that “[t]he Company’s financial performance has improved and exhibited positive momentum in recent periods as a result of initiatives spearheaded by the incumbent leadership.” Specifically, Glass Lewis found that:

• “[T]he Company’s forward EBITDA multiples have improved in recent periods and are now largely in line with that of its peers, which perhaps reflects the market’s acknowledgement of the Company’s improving operational efficiency and anticipated profitability.”
• “[T]he Company's leadership appears to have demonstrated a reasonable grasp of relevant industry and market conditions, which could help to maintain investor trust and bolster its perception in the market.”
• “The Company has a recent track record of raising and meeting its financial guidance.”
• “The Company has undergone significant board refreshment since the spin-off from Verint in 2021.”

Given our acknowledged progress, we are disappointed that Glass Lewis did not recommend voting for Cognyte’s Chairman, Earl Shanks. However, we are pleased that Glass Lewis concluded that electing Value Base’s nominee, Tal Yaacobi, in place of either Mr. Shanks, or Cognyte’s CEO, Elad Sharon, is “not warranted at this time.” In reaching that conclusion, Glass Lewis expressed concerns with Mr. Yaacobi and his lack of substantive ideas for improving Cognyte’s business. In particular, Glass Lewis cautioned that:

• “Mr. Yaacobi does not appear to us to have extensive professional expertise in the areas such as cyber security, investigative analytics and software sales, which are key to the Company’s business operations.”
• “Mr. Yaacobi has limited public company board experience.”
• “Mr. Yaacobi has not had any responsibility in designing and overseeing executive compensation programs at other companies… [which is] notable given that a key aspect of the Dissident’s critique lies with the Company’s CEO compensation plan.”
• “The Dissident’s arguments are brief and lack specificity, covering only the Company's results without offering detailed context, without proposing alternative strategies that could have led to better results, and without publicly disclosing any specific tactics or measures that the Company could implement to address their stated concerns.”

Glass Lewis is the second leading independent proxy advisory firm to find that the replacement of Cognyte’s incumbent directors with Value Base’s candidate is not warranted, with Institutional Shareholder Services (“ISS”) separately concluding that Value Base “failed to provide a compelling rationale in support of [its] proposed candidate.” ISS also commented on the strength of Cognyte’s nominees, stating:

• "As an incumbent director, Earl Shanks brings to the board experience and knowledge regarding the company’s business and is expected to contribute to his role as a chairman and as member of the nomination and governance committees. In addition, Earl has significant public company experience as director and as officer."
• "As an incumbent director and CEO, Elad [Sharon] brings to the board experience and knowledge regarding the company’s business and significant experience in the intelligence and security industry. Particularly, Elad [has] serve[d] as the CEO of the company since 2021 and prior to that he served in range of management positions, in Verint Systems Inc."

Glass Lewis also recommended “FOR” Cognyte’s proposal to approve the amended employment terms of CEO Elad Sharon.

Glass Lewis highlighted the fact that Cognyte has “improved its disclosures regarding CEO compensation,” noting that “the board discloses its benchmarking process and peer group, as well as its performance STI/LTI metrics and weightings, in much greater detail.”

Glass Lewis acknowledged the conservative nature of the proposed amended employment terms, noting that “the proposed basic pay increase does not appear unreasonable,” and that “the CEO’s base salary would remain well below the mean of the Company’s peer group.”

ISS had also previously recommended that shareholders support Cognyte’s CEO compensation proposal. In its report, ISS highlighted the appropriate alignment in short- and long-term incentives in the Company’s compensation program:

• "The annual cash bonus plan clearly discloses the weights of the performance metrics, as well as the maximum cap level. Namely, the short-term incentives are linked to improved performance and the annual bonus will depend mostly on the officer’s performance."
• "Fifty (50) percent of the full-value awards would be granted with performance criteria attached, which facilitates improved alignment between the interests of officers and those of shareholders."

To help ensure Cognyte’s strong momentum and progress continues, the Board urges shareholders to vote "FOR" Earl Shanks and Elad Sharon and "AGAINST" the election of Tal Yaacobi, and "FOR" the proposal to approve the amendments to Cognyte’s CEO’s compensation plan.

Shareholders who have any questions or need assistance voting their shares should contact the Company’s proxy solicitor, Saratoga Proxy Consulting, at +1 (888) 368-0379 or +1 (212) 257-1311 or by email at info@saratogaproxy.com.

About Cognyte Software Ltd.

Cognyte Software Ltd. is a global leader in investigative analytics software that empowers a variety of government and other organizations with Actionable Intelligence for a Safer World™. Our open interface software is designed to help customers accelerate and improve the effectiveness of investigations and decision-making. Hundreds of customers rely on our solutions to accelerate and conduct investigations and derive insights, with which they identify, neutralize and tackle threats to national security and address different forms of criminal and terror activities. Learn more at www.cognyte.com.

Cautionary Statement Regarding Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” “views,” and similar expressions.

Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the impact and contributions of the slate of director nominees Cognyte has nominated, the projected growth of Cognyte’s business, and Cognyte’s ability to achieve its financial and business plans, goals and objectives and drive shareholder value, including with respect to its ability to successfully implement its strategy, and other risk factors discussed from time to time in Cognyte’s filings with the SEC, including those factors discussed under the caption “Risk Factors” in its most recent annual report on Form 20-F, filed with the Securities and Exchange Commission (“SEC”) on April 9, 2024, as amended on April 19, 2024 and in subsequent reports filed with or furnished to the SEC. Cognyte assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today’s date.

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