Proxy Statement (definitive) (def 14a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

________________

Filed by the Registrant		S
Filed by a Party other than the Registrant		£

Check the appropriate box:
£		Preliminary Proxy Statement
£		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
S		Definitive Proxy Statement
£		Definitive Additional Materials
£		Soliciting Material under §240.14a-12

CUBIC CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

S	No fee required.
£	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

£	Fee paid previously with preliminary materials.
£	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

PRINCIPAL EXECUTIVE OFFICE
9233 Balboa Avenue
San Diego, California 92123

Cubic is a technology-driven, market-leading provider of innovative, mission-critical solutions that reduce congestion and increase operational readiness and effectiveness through superior situational understanding. Cubic serves transportation, defense C4ISR, and training customers globally. We offer integrated payment and information systems, expeditionary communications, cloud-based computing and intelligence delivery, as well as state-of-the-art training and readiness solutions.

Purpose

Our teams innovate to make a positive difference in people’s lives.


Cubic Corporation Board of Directors Nominees

Dear Fellow Shareholders,

Against a backdrop of economic uncertainty and business disruption arising from the COVID-19 pandemic, our 6,000 talented, resilient employees have done an amazing job delivering mission critical solutions to our customers while safeguarding the well-being of our teams. 2020 was an extraordinary year that challenged us and strengthened us. I am proud of our team’s progress, which is driving innovation within the organization and continues to position Cubic Corporation (“Cubic”) as a technology-driven, market-leading company.

COVID-19 Response

Throughout the pandemic, the health and safety of our team members, customers, partners and communities has been our top priority. At the same time, we’ve taken the necessary actions to ensure business continuity and help mitigate the financial impacts related to COVID-19. While our financial performance was impacted by the pandemic, we believe that the long-term fundamentals of our business remain strong and that Cubic is well-positioned to drive growth by solving our customers’ hardest challenges. Particularly in our Transportation segment, where we are deploying contactless payment technologies and improving mobility through the use of real-time data, our solutions are helping to build customer trust in a safe public transportation environment and make transportation networks and services more efficient and resilient in the long term.

Commitment to Diversity & Inclusion and Advancing our ESG Strategy

Cubic is committed to a globally inclusive workplace where everyone is respected, empowered and supported. We continue to deliver on our human resources strategic plan, including our Diversity and Inclusion strategy, which drives innovation across the organization with clear priorities related to recruiting diverse talent, expanding unconscious bias education, engaging an inclusive workforce, strengthening community outreach and supporting supplier diversity. Cubic is focused on improving employee health, productivity and overall engagement and our engagement score of 82% during the third quarter of 2020 — a company record — is a reflection of our progress and our unwavering focus on employee safety and well-being throughout the pandemic. Additionally, we are honored to be to be named as one of San Diego Union-Tribune’s Top Workplaces in 2020, which is a competitive, employee-nominated program.

In alignment with our purpose and long-term strategy, during fiscal year 2020, we expanded our environmental, social and governance (ESG) priorities around five pillars — environment, social capital, human capital, business model and innovation, and governance — and identified ESG issues within each pillar that we believe are most likely to affect our business. In partnership with stakeholders and with oversight from our Board of Directors (the “Board”), we continue to refine our materiality assessment and enhance our disclosures surrounding these topics. We issued our inaugural ESG report in January 2021, aligning with widely recognized reporting frameworks and reflecting our support for the Ten Principles of the United Nations Global Compact. We look forward to sharing our progress and we are committed to further improving our performance and communications related to these areas.

Looking Ahead

In 2020, we launched the next chapter in our transformation — NextCUBIC. The COVID-19 pandemic led us to reassess the risks and opportunities across the organization, reimagine the way we work, and take action to further improve Cubic. NextCUBIC, which is underpinned by a robust outside-in assessment, launches a full-scale program to drive a step change in value creation and deliver sustainable, financial improvement through both functional and cultural transformation. We believe that our NextCUBIC strategy sets the stage for further growth, greater differentiation, expanded addressable markets, and improved profitability. We believe NextCUBIC will deliver exceptional value to our customers and superior returns to our shareholders.

I would like to thank my fellow Board members for their time, leadership, insight, support, and engagement. In closing, this has been a challenging year for the global economy, our country and our company. I could not be more proud of the efforts of my fellow Cubic employees, who persevered through it all and delivered strong results. On behalf of the Board, thank you for your continued support of Cubic Corporation.

As part of our precautions regarding COVID-19, the 2021 Annual Meeting of Shareholders will be held virtually via a live webcast, at 8:00 a.m., Pacific Time, on Tuesday, April 13, 2021, at www.cesonlineservices.com/cub21_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cub21_vm by 8:00 a.m, Pacific Time, on Monday, April 12, 2021.

The expected items of business for the meeting are described in detail in the attached Notice of 2021 Annual Meeting and Proxy Statement.

April 2, 2021		Sincerely,

		Bradley H. Feldmann Chairman, President and Chief Executive Officer

NOTICE OF 2021 ANNUAL MEETING

When		April 13, 2021 8:00 a.m. Pacific Time
Where		Virtual webcast at www.cesonlineservices.com/cub21_vm There is no physical location for the Annual Meeting
Items of Business		Election of nine directors to hold office for a one-year term or until their respective successors have been duly elected and qualified:
	Proposal 1	• Prithviraj Banerjee • Bruce G. Blakley • Maureen Breakiron-Evans • Denise L. Devine • Bradley H. Feldmann	• Carolyn A. Flowers • Janice M. Hamby • David F. Melcher • Steven J. Norris
	Proposal 2	Approval, on an advisory, non-binding basis, of the Company’s named executive officer compensation
	Proposal 3	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021
		Transaction of any other business that may properly come before the meeting
Attending the Annual Meeting		All shareholders are invited to attend the virtual Annual Meeting. Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to shareholders of the Company as of the close of business on the record date and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location. In order to attend the virtual meeting, you will need to pre-register by 8:00 a.m. Pacific Time on April 12, 2021. To pre-register for the meeting, please follow these instructions: Registered Shareholders Shareholders of record as of the record date may register to participate in the Annual Meeting remotely by visiting the website www.cesonlineservices.com/cub21_vm. Please have your proxy card, or notice, containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than 8:00 a.m. Pacific Time on April 12, 2021. Beneficial Shareholders Shareholders whose shares are held through a broker, bank or other nominee as of the record date may register to participate in the Annual Meeting remotely by visiting the website www.cesonlineservices.com/cub21_vm. Please have your Voting Instruction Form, notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than 8:00 a.m. Pacific Time on April 12, 2021.

		If you attend the Annual Meeting and vote via the Annual Meeting website, your vote will revoke any proxy that you have previously submitted. If your shares are held in “street name” through a bank, broker, trust or other nominee, please instruct your bank, broker, trust or other nominee on how to vote your shares using the voting instructions furnished by your bank, broker, trust or other nominees as soon as possible.
Who Can Vote at the Annual Meeting		Only shareholders of record at the close of business on March 2, 2021 will be entitled to vote. The transfer books will not be closed. Please vote as soon as possible, even if you plan to attend the meeting, to ensure that your shares will be represented. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the meeting.
How to Vote		Shareholders of record may vote (i) by filling out and signing the proxy card that was included with this Proxy Statement and returning it in the envelope provided, (ii) by calling the toll-free number found on the proxy card, or (iii) online at the internet voting website provided on the proxy card. If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee on how to vote your shares. If you received printed copies of the proxy materials by mail, you may also vote by filling out the voting instruction form and returning it in the envelope provided. The availability of online or phone voting may depend on the voting process of the organization that holds your shares. Beneficial owners who want to attend and also vote in person at the Annual Meeting will need to obtain a legal proxy, in PDF or Image (gif, jpg, or png) file format, from the organization that holds their shares giving them the right to vote their shares in person at the Annual Meeting and by presenting it with their online ballot during the meeting.
Date of Mailing		On or about April 2, 2021
Important Notice Regarding Availability of Proxy Materials for Annual Meeting of Shareholders		Our proxy statement and 2020 annual report are available online at www.proxyvoting.com/CUB.

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Cubic Corporation (the “Company”), which will be held on April 13, 2021 at 8:00 a.m. Pacific Time (including any adjournments or postponements thereof, the “Annual Meeting”). Due to the continuing impact of the novel coronavirus (or COVID-19) pandemic and to support the health and well-being of our shareholders and employees, the Annual Meeting will be a completely virtual meeting conducted via webcast. We believe that a virtual meeting provides greater access to our diverse base of shareholders and, therefore, have chosen this over an in-person meeting. For more information, please review this proxy statement and the enclosed 2020 annual report. Whether or not you plan to attend the virtual annual meeting, you are urged to submit your proxy or voting instructions as promptly as possible by mobile device, Internet, telephone or mail to ensure your representation and the presence of a quorum at the Annual Meeting.

If you attend the Annual Meeting and wish to vote electronically during the Annual Meeting, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If you have any questions about voting in connection with the Annual Meeting, please contact our proxy solicitor:

509 Madison Avenue
Suite 1206
New York, NY 10022

Banks and Brokers Call: (203) 561-6945
Stockholders Call Toll Free: (800) 662-5200
E-mail: CUB@investor.morrowsodali.com

San Diego, California

April 2, 2021

By Order of the Board of Directors,

Hilary L. Hageman
Corporate Secretary

TABLE OF CONTENTS

1	PROXY SUMMARY
1	2021 Annual Meeting of Shareholders
1	Proposals and Voting Recommendations
2	COVID-19 Response
4	Director Nominees
6	Director Skills and Qualifications
7	Corporate Governance Highlights
8	Named Executive Officer Compensation Snapshot
9	Corporate Responsibility Highlights

10	PROXY STATEMENT
10	Outstanding Shares and Voting Rights

12	PROPOSAL 1 ELECTION OF DIRECTORS
12	Director Skills and Qualifications
13	Director Diversity
14	Biographies for Director Nominees

21	CORPORATE GOVERNANCE
21	Board Leadership Structure
22	Director Independence
22	Shareholder Engagement
23	Annual Evaluation of Board Effectiveness
26	Board Committees
30	Risk Oversight

32	CORPORATE RESPONSIBILITY

37	DIRECTOR COMPENSATION

39	PROPOSAL 2 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

40	EXECUTIVE COMPENSATION AND OTHER INFORMATION

41	NAMED EXECUTIVE OFFICERS

42	COMPENSATION DISCUSSION AND ANALYSIS
42	Section 1: Executive Summary
52	Section 2: Key Objectives and Setting Executive Compensation
57	Section 3: Fiscal Year 2020 Executive Compensation Decisions
70	Section 4: Other Compensation Matters and Benefit Programs

74	EXECUTIVE COMPENSATION TABLES

86	OWNERSHIP OF COMMON STOCK

88	CERTAIN TRANSACTIONS AND RELATIONSHIPS
88	Related Persons

89	DELINQUENT SECTION 16(A) REPORTS

90	PROPOSAL 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

92	DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

93	ANNUAL REPORT

93	SHAREHOLDERS SHARING THE SAME ADDRESS

94	OTHER MATTERS

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy carefully before voting.

2021 Annual Meeting of Shareholders

Proposals and Voting Recommendations

Proposal		Board Recommendation		Page
1	Election of nine directors to hold office for a one-year term or until their respective successors have been duly elected and qualified (“Proposal 1”)	P	FOR each Board nominee	12
2	Approval, on an advisory, non-binding basis, of the Company’s named executive officer compensation (“Proposal 2”)	P	FOR	39
3	Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021 (“Proposal 3”)	P	FOR	90

COVID-19 Response

The table below summarizes the key areas of focus and actions taken by the Company in response to challenges in fiscal year 2020 relating to the business disruption and risks surrounding the COVID-19 pandemic.

Our Focus

What We Did

Launched NextCUBIC Strategy - underpinned by a robust outside-in assessment - to drive a step change in value creation and deliver sustainable financial improvement through both functional and cultural transformation in the way we work.

Employees and Community

• Effective actions to keep employees safe and to monitor employee well-being; no reported cases of employee-to-employee contraction

○ Increased frequency of cleaning/sanitation; social distancing and additional protocols for “site essential” employees, including mandatory face coverings

○ Implemented contact tracing and comprehensive protocols at all global sites for confirmed and suspected COVID-19 cases

• Transitioned approximately 75% of the global workforce to telework

• Implemented paid time-off policy to allow flexibility for employees who could not perform work due to restrictions as a result of COVID-19; implemented paid sick time globally for anyone affected by COVID-19

• Digital workforce enablement and focus on cyber security to enable effective telework

• Repurposed manufacturing capabilities to provide face coverings to all employees

• Employee care and actions taken following events of social injustice in the U.S. amid an already challenging environment with the COVID-19 pandemic (e.g., implemented new, mandatory Inclusion training course, globally); continued focus on progressing Diversity and Inclusion as a strategic priority

• Frequent, effective communications from CEO and COVID-19 taskforce

• Continued focus on engagement (won San Diego Union-Tribune's Top Workplaces; achieved a company-record engagement score)

• Preparedness of workforce for post-COVID-19 recovery and rebound

• Continued ESG initiatives, including helping our communities and charitable contributions; enhanced level of ESG disclosures on the Company’s website

• Speed and fairness of changes (e.g., executive vs. employee pay cuts)

Customers and
Business Continuity

• Ensured supply chain and manufacturing continuity

• Maintained on-time delivery during pandemic; major projects remained on track

• Repurposed manufacturing capabilities to provide face coverings to customers

• Proactive discussions with customers surrounding risk management and preparedness

• Launched three mobile apps for transit customers (i.e., D.C., Los Angeles, and Chicago), giving travelers a convenient, safe way to pay for their journeys

• Conversations with transit customer senior executives to serve their immediate needs to enhance safety and provide insights to support rebound

• Continued to advance key pursuits in support of the national defense strategy (e.g., won high capacity backbone prototype for the U.S. Air Force)

Our Focus

What We Did

Financial Discipline

• Reduced Board and CEO cash compensation 15%; CFO 7.5% (May to fiscal 2020 year-end)

• Suspended employee salary merit increases through fiscal year 2021 and 401(k) retirement contributions (May to fiscal 2020 year-end)

• Debt restructuring enhanced flexibility; new term loan and upsized revolver (i.e., 30% additional capacity), attractive rates and improved covenants

• Focused on reducing net leverage

• Instituted an indirect/overhead position hiring freeze and control measures

• Reduced/deferred select expenses

Shareholders

• Took prudent action to withdraw guidance considering macro uncertainty; provided color on business environment, key assumptions and expectations

• Frequent engagement with the investment community, including robust business updates

• Strong focus on safety, customer commitments, business continuity, along with cost savings program and debt restructuring, supported the achievement of good financial results despite COVID-19 challenges

• Maintained the payment of dividends to our shareholders

• Continued key investments to support innovation and future growth

• Driving growth, operational excellence and culture to deliver long-term, sustainable shareholder value through recently launched NextCUBIC strategy

Director Nominees

8 of 9	4 of 9	2 of 9	1 of 9	1 to 13	67
nominees are independent	nominees are women	nominees are ethnically or racially diverse	nominees is a non-U.S. citizen	years tenure range	years average age

Name	Age	Director Since	Independent	Principal Occupation	Committee Memberships	Other Current Public Company Boards	Other Current Directorships
Bradley H. Feldmann (Chairman)	59	2014	No	President and CEO of Cubic	• Classified Business Oversight (Financial Expert)		• Aerospace Industries Association • National Defense Industrial Association • UrbanLife
Prithviraj Banerjee	60	2018	Yes	Chief Technology Officer, ANSYS Corporation	• Executive Compensation • Technology Strategy (Chair)		• Turntide Technologies (formerly Software Motor Company)
Bruce G. Blakley	75	2008	Yes	Lecturer, University of California, San Diego	• Audit and Compliance (Chair) • Nominating, Governance, Ethics and Corporate Responsibility		• None
Maureen Breakiron- Evans	66	2017	Yes	Former CFO, Towers Perrin	• Audit and Compliance (Financial Expert) • Technology Strategy	• Ally Financial, Inc. • Cognizant Technology Solutions Corp.	• Stetson University • Drexel University Gupta Institute of Corporate Governance Advisory Board
Denise L. Devine	65	2019	Yes	Founder and CEO of FNB Holdings, LLC and Co-Founder, CAO and CFO of RTM Vital Signs, LLC	• Audit and Compliance (Financial Expert) • Technology Strategy	• AgroFresh Solutions, Inc. • Fulton Financial Corporation • Select Quote	• AUS, Inc. • Ben Franklin Technology Partners of Southeastern Pennsylvania
Carolyn A. Flowers	71	2019	Yes	Managing Principal, InfraStrategies LLC	• Executive Compensation • Technology Strategy		• American Public Transportation Association • Eno Foundation • MV Transportation

Name	Age	Director Since	Independent	Principal Occupation	Committee Memberships	Other Current Public Company Boards	Other Current Directorships
Janice M. Hamby	62	2015	Yes	Retired Rear Admiral, U.S. Navy; former Chancellor, College of Information and Cyberspace, National Defense University and President, and Co-Owner of Fair Winds Farm LLC; Doctor of Management	• Classified Business Oversight (Chair) • Nominating, Governance, Ethics and Corporate Responsibility • Executive Compensation		• American Armed Forces Mutual Aid
David F. Melcher (Lead Independent Director)	66	2018	Yes	Former President and CEO of Exelis Inc., Former President and CEO of the Aerospace Industries Association, and retired Lieutenant General, U.S. Army	• Classified Business Oversight (Financial Expert) • Executive Compensation (Chair) • Nominating, Governance, Ethics and Corporate Responsibility	• Becton Dickinson & Company	• Uniformed Services Automobile Association • GM Defense, LLC
Steven J. Norris	75	2014	Yes	Partner, Norris McDonough LLP; Chair, Soho Estates; President, ITS UK; and former Member of Parliament	• Audit and Compliance • Nominating, Governance, Ethics and Corporate Responsibility (Chair)	• Driver Group (Chair)	• Optare PLC • Soho Estates Limited

Director Skills and Qualifications

The table below summarizes some of the key experience and skills of our director nominees. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board.

Corporate Governance Highlights

Director Independence and Diversity

• All director nominees are independent, except the CEO

• Four fully independent Board committees

• Robust succession planning process

• Skills and experiences aligned with strategic direction

• Four of nine director nominees are women; two of nine director nominees are racially or ethnically diverse

• Guidelines limiting director age and tenure

Director Engagement and Access

• Directors attended 100% of all required Board and committee meetings in fiscal year 2020

• Board policy limits director service on other public company boards

• Significant Board interaction with senior leaders and access to other employees

• Regular visits to operations

Board Structure and Self Evaluation

• Annual assessment and determination of Board leadership structure

• Strong Lead Independent Director with clear roles and responsibilities

• Annual Board and committee self-evaluations

• Both CEO and Lead Independent Director performance are assessed on a regular basis (scheduled at least annually)

Shareholder Empowerment and Alignment

• Annual election of all directors, with majority voting in uncontested elections

• Majority voting for certain business combinations and amendments to bylaws and certificate of incorporation

• Robust ongoing shareholder outreach program, including topics relating to governance, executive compensation and corporate responsibility

• Stock ownership guidelines for CEO and directors (5X base salary or annual retainer)

• Majority of compensation for NEOs is variable and tied to achievement with emphasis on long-term performance

Risk Oversight

• The Board is responsible for oversight of risk management and allocates oversight of specific risks to the appropriate Board committee

• Robust Enterprise Risk Management program

• Active Board oversight of strategy development

• All Board members take the company’s mandatory annual Code of Business Conduct training

• Nominating, Governance, Ethics and Corporate Responsibility Committee regularly receives briefings on human capital initiatives as well as the corporate compliance program

• Claw-back and anti-hedging policies

Commitment to Corporate Responsibility

• Nominating, Governance, Ethics and Corporate Responsibility Committee has oversight responsibility for the Company’s ESG strategy around five key pillars

• 2020 signatory acceptance to the United Nations Global Compact

• Member of Social Responsibility Alliance and the Responsible Mineral Initiative

• Published inaugural ESG report in 2021 aligned with widely recognized reporting framework

• Launched new unconscious bias training and diversity and inclusion resources

Named Executive Officer Compensation Snapshot

Fiscal Year 2020 Compensation Summary For Named Executive Officers

Name and Principal Position	Salary ($)	Bonus ($)	Non-Equity Incentive Plan Compensation ($)	Stock Awards ($)	Change in Pension Value ($)	All Other Compensation ($)	Total ($)
Bradley H. Feldmann	964,105	453,025	243,029	4,234,038	9,350	41,484	5,945,030
Chairman, President and Chief Executive Officer
Anshooman Aga	512,372	165,487	88,776	1,129,091	—	25,981	1,921,707
Executive Vice President and Chief Financial Officer
Michael Knowles	434,821	30,253	185,837	752,762	—	13,124	1,416,797
Senior Vice President of Cubic and President of Cubic Mission and Performance Solutions
Grace G. Lee	398,224	97,071	52,074	658,654	—	27,394	1,233,417
Senior Vice President of Cubic and Chief Human Resources and Diversity Officer
Jeffrey B. Lowinger	232,698	264,345	160,930	800,000	—	1,092	1,459,065
Senior Vice President of Cubic and President of Cubic Transportation Systems
Michael R. Twyman(1)	515,091	—	—	752,762	—	1,208,479	2,476,332
Former Senior Vice President of Cubic and President of Cubic Mission Solutions

(1) Effective August 27, 2020, Mr. Twyman departed the Company after serving as Senior Vice President of Cubic and President of Cubic Mission Solutions since May 25, 2016 as a result of the combination of the Company’s two defense businesses.

The table above is an excerpt from the Summary Compensation Table. For a complete discussion of our executive compensation program and the full Summary Compensation Table, please see the “Executive Compensation and Other Information” section of this proxy statement.

Fiscal Year 2020 Total Target Compensation Mix

Corporate Responsibility Highlights

Corporate responsibility is at the foundation of what we do every day — our teams innovate to make a positive difference in people’s lives. Guided by our Code of Conduct, we continue to focus on our key priority of Living One Cubic and efficiently building technology-driven, marketing-leading businesses to drive sustainable value, while holding ourselves to the highest standards of ethical conduct.

Environment	Reduce our environmental impact by reducing our global CO2 emissions. Focus on energy and power management solutions at select sites for energy conservation and efficiency. Maintain a dedicated team to optimize our full compliance with environmental laws and regulations (HSE Global Team).
Social Capital	Focus on community engagement and charitable donations in STEM education, military veteran support organizations, and health and safety approved organizations. Support disaster recovery efforts in partnership with Help.NGO’s Global Disaster Immediate Response Team (DIRT) and other response agencies.
Human Capital	Focus on building an inclusive, diverse and high performing workforce that reflects the global communities in which we do business and that fuels innovation and engagement. Nominating, Governance, Ethics and Corporate Responsibility Committee regularly receives briefings on human capital initiatives, including the establishment of diversity goals in our strategic plan and briefings on employee demographics. Support and equip our dynamic workforce with all of the essential conditions to meet their career goals through a range of learning and development tools, networking resources and global opportunities. Ensure that our strong culture of ethics and compliance permeates everything we do. Sustainability of our business with competitive talent and marketplace skills to ensure continued success.
Business Model & Innovation	Focus on supply chain sustainability, transparency, and compliance aligned with our Third-Party Code of Conduct. Hold our vendors to high ethical and compliance standards. Maintain membership in the Social Responsibility Alliance and the Responsible Mineral Initiative. Continue to innovate products and services, helping our customers achieve a broad range of social and environmental policy goals and create enduring value for our shareholders.
Ethics & Compliance	Maintain a diverse and independent Board to promote sound corporate governance practices. Conduct Code of Ethics and Business Conduct Policy (Code of Conduct) training. Provide employees and other stakeholders with the ability to report a violation through our anonymous, confidential, third-party hotline.

DISCLAIMER STATEMENT

THE USE BY CUBIC OF ANY MSCI ESG RESEARCH LLC OR ITS AFFILIATES (“MSCI”) DATA, AND THE USE OF MSCI LOGOS, TRADEMARKS, SERVICE MARKS OR INDEX NAMES HEREIN, DO NOT CONSTITUTE A SPONSORSHIP, ENDORSEMENT, RECOMMENDATION, OR PROMOTION OF CUBIC BY MSCI. MSCI SERVICES AND DATA ARE THE PROPERTY OF MSCI OR ITS INFORMATION PROVIDERS AND ARE PROVIDED ‘AS-IS’ AND WITHOUT WARRANTY. MSCI NAMES AND LOGOS ARE TRADEMARKS OR SERVICE MARKS OF MSCI.

This year we launched Cubic’s global ESG strategic priorities to advance our long-standing commitment to corporate responsibility. Our Board and its committees play an important role in overseeing our ESG strategy, which consists of five core pillars — environment, social capital, human capital, business and innovation, and governance.

PROXY STATEMENT

We encourage your personal attendance at our virtual shareholders meeting. Proxies in the form enclosed and as shown at www.proxyvoting.com/CUB are being solicited by The Board of Directors (the “Board”) for the 2021 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the “Annual Meeting”). The Annual Meeting will be held as a virtual meeting conducted via webcast on April 13, 2021. Execution of a proxy will not in any way affect a shareholder’s right to attend the Annual Meeting and vote electronically during the Annual Meeting, and any shareholder giving a proxy has the right to revoke it at any time before it is exercised by filing with the Corporate Secretary of Cubic Corporation (“Cubic” or the “Company”) a written revocation or duly executed proxy bearing a later date or by attending the Annual Meeting and voting electronically during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 13, 2021

This proxy statement and our 2020 annual report are available electronically and free of charge at
www.proxyvoting.com/CUB.

Outstanding Shares and Voting Rights

A quorum of shareholders is required in order to transact business at the Annual Meeting. A quorum exists if a majority of the common shares issued and outstanding and entitled to vote are present at the virtual meeting or represented by proxy. Abstentions and broker non-votes will be counted towards the quorum requirement. 31,748,390 shares of our common stock (the “Common Stock”) were outstanding at the record date of March 2, 2021. Each holder of common shares is entitled to one vote for each share held on the record date. Votes will be counted by an Inspector of Elections. Abstentions will be counted towards the vote total for Proposals 2 and 3, and will have the same effect as “AGAINST” votes. Broker non-votes have no effect on and are not counted towards the vote total for any proposal. Advisory votes are not binding, but the Board will consider the outcome of such votes when making future decisions.

If you are a beneficial holder and do not provide specific voting instructions to your broker, we expect that the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes,” on proposals other than Proposal 3 ratifying the selection of Ernst & Young LLP as the Company’s independent public accountant for our fiscal year ending September 30, 2021 (“fiscal year 2021”). However, whether brokers have discretion to vote on matters is ultimately determined by the New York Stock Exchange (the “NYSE”) (which regulates certain banks, brokers and other nominees), and the NYSE may make a determination that is different from what we expect, which could result in your shares being voted in a manner you would not choose yourself. Accordingly, we strongly encourage you to submit your

proxy and exercise your right to vote as a shareholder to ensure that your shares are voted as you want them. For Proposal 1, nominees for director are to be elected by an affirmative vote of a majority of the votes cast in favor of such nominee’s election. Any incumbent nominee for director who does not receive an affirmative vote of a majority of the votes cast in favor of such nominee must promptly tender his or her resignation after the Annual Meeting. Proposals 2 and 3 require an affirmative vote of a majority of shares having voting power, present at the Annual Meeting or represented by proxy.

Proposal	Vote Required	Broker Discretionary Voting Expected to be Allowed
1: Election of Directors	Majority of votes cast	No
2: Advisory Vote on Named Executive Officer Compensation	Majority of shares having voting power, present or represented by proxy	No
3: Ratification of appointment of Ernst & Young LLP for Fiscal Year 2021	Majority of shares having voting power, present or represented by proxy	No

There are no rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the Annual Meeting.

Merger Agreement

On March 30, 2021, the Company entered into an amendment to the Agreement and Plan of Merger, dated as of February 7, 2021 (as amended, the “Merger Agreement”), by and among the Company, Atlas CC Acquisition Corp. (“Parent”), an affiliate of The Veritas Capital Fund VII, L.P., and Atlas Merger Sub Inc. (“Sub”). Pursuant to the Merger Agreement, Sub is expected to merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, the Company’s shareholders are expected to receive, for each share of Common Stock, $75.00 per share in cash. The Board has unanimously approved the Merger Agreement and has also recommended that the Company’s shareholders adopt the Merger Agreement and proposals related thereto.

No action will be taken by the Company’s shareholders at the Annual Meeting with respect to, and no proxy is being solicited by this proxy statement in connection with, the Merger Agreement or any matters related

thereto. The Company and its directors and executive officers are soliciting votes in connection with the Merger Agreement pursuant to a separate definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”), which was filed and mailed to the Company’s shareholders on or about March 26, 2021. The Company intends to provide to its shareholders supplemental disclosure to such definitive proxy statement with respect to the Merger Agreement and will file such materials with the SEC. Shareholders are urged to read the definitive proxy statement as supplemented and such other relevant materials for more information, including with respect to the terms of the Merger Agreement. The Merger is subject to the satisfaction (or mutual waiver by each of Parent and the Company where permitted under applicable law) of customary closing conditions, including the approval of the Company’s shareholders. Until the Merger closes, we remain a separate and independent company. As a result, the Company is holding the Annual Meeting to act on the matters outlined above.

Virtual Annual Meeting

Due to the continuing impact of the novel coronavirus (or COVID-19) pandemic and to support the health and well-being of our shareholders and employees, the Annual Meeting will be a completely virtual meeting conducted via webcast. We have determined that this is the best method to ensure that our diverse base of shareholders can participate in the Annual Meeting, especially given the ongoing COVID-19 pandemic. All shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the virtual Annual Meeting as well as vote and submit questions during the webcast of the meeting by visiting www.cesonlineservices.com/cub21_vm.

To participate in the Annual Meeting, you will need to provide the 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy materials.

If you wish to participate in the Annual Meeting, please log on to the link provided above at least 15 minutes prior to the start of the Annual Meeting to provide time to register, download the required software, if necessary, and test your internet connectivity. If you access the Annual Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.

We will ensure that at our virtual meeting, all attendees are afforded the same rights and opportunities to participate as they would at an in-person meeting. These procedures include the ability for shareholders to ask questions during the course of the meeting, post appropriate questions received during the meeting for review by other participants, review our corresponding answers to such questions on our “Investor Relations” section of our website at www.cubic.com/investor-relations as soon as possible after the Annual Meeting and access technical support staff during the meeting in the event of difficulties arising from the use of the virtual meeting platform.

We evaluate annually the method of holding our Annual Meeting, taking into consideration the above factors as well as business and market conditions and the proposed agenda items. We are mindful that in- person meetings are also challenging during the pandemic. In 2021, we believe that holding the Annual Meeting virtually over the internet is the right approach for the Company, as it enables more of our diverse base of shareholders to participate in our Annual Meeting.

We believe that a virtual meeting provides greater access to those who may want to attend our Annual Meeting and, therefore, have chosen this over an in-person meeting.

PROPOSAL 1
ELECTION OF DIRECTORS

The Company is asking its shareholders to vote to elect nine directors to serve on the Board until the 2022 Annual Meeting of Shareholders of the Company (the “2022 Annual Meeting”) or until their respective successors have been duly elected and qualified.

Our Board has nine members who are standing for re-election at the Annual Meeting. The Nominating, Governance, Ethics and Corporate Responsibility Committee and the Board have recommended the election of the nine directors listed below. Eight of the director nominees are independent (the “Independent Directors”) and one is an executive employee of the Company. Proxy holders will, unless authorization to do so is withheld, vote the proxies received by them for the election of the listed directors in accordance with this proxy authorization. The proxies cannot be voted for a greater number of persons than the number of nominees named. Although it is not contemplated that any nominee will be unable to serve as a director, in such event, the proxies will be voted by the proxy holders for such other persons as may be designated by the Board.

Director Skills and Qualifications

Director Diversity

The nominees to our Board represent a diverse mix of backgrounds, qualifications, skills and experiences that we believe contribute to a well-rounded Board that is positioned to effectively oversee our strategy. We have a balance of new and tenured directors, reflecting our

commitment to proactive Board refreshment. The average age of our directors is 67 years. The average tenure of our directors is 5 years. 89% of our directors are independent. 56% of our directors are diverse.

Biographies for Director Nominees

The Nominating, Governance, Ethics and Corporate Responsibility Committee and the Board believe that the director nominees are qualified to serve the best interests of our shareholders and should be elected because they possess the following experience, qualifications, attributes and skills.

Chairperson

Financial Expert

Chairman of the Board

Lead Independent Director

DIRECTOR NOMINEES

BRADLEY H. FELDMANN

PRESIDENT AND CHIEF EXECUTIVE OFFICER

Age 59

Director since 2014

Chairman since 2018

Committees

• Classified Business Oversight

Background

Mr. Feldmann is Chairman of the Board, Chief Executive Officer (“CEO”), and President of Cubic. He was appointed to the Board in May 2014 and was elected as Chairman of the Board in February 2018. He has served as CEO of Cubic since July 2014, and as President since January 2013. He also served as Chief Operating Officer of Cubic from January 2013 to July 2014. Prior to that, he was President of the companies comprising the Cubic Defense Systems segment, a role he assumed in 2008. He previously worked at Cubic Defense Systems from 1989 to 1999.

Prior to rejoining Cubic in 2008, Mr. Feldmann held senior leadership positions at OMNIPLEX World Services Corporation, a security services provider, and ManTech International (Nasdaq: MANT), a defense contracting firm. He is a Board Leadership Fellow of the National Association of Corporate Directors, a member of the Aerospace Industries Association Board of Governors and a member of the board of directors of the National Defense Industrial Association (“NDIA”), serving on NDIA’s Executive Committee and as Chair of the Finance Committee. He also serves on the board of directors of UrbanLife, a non-profit organization, as Chair of the Finance Committee.

Qualifications

• Extensive defense, intelligence and transportation industry expertise

• Long history and successful track record with Cubic; spearheaded the Company’s strategic growth and NextCUBIC plans, including customer-centric innovations, strong improvements to financial performance, IT infrastructure, operations and talent development

• Executive management experience at global companies

PRITHVIRAJ BANERJEE

CHIEF TECHNOLOGY OFFICER,
ANSYS CORPORATION

Age 60

Director since 2018

P Independent

Committees

• Executive Compensation

• Technology Strategy

Background

Dr. Banerjee has served as Chief Technology Officer of ANSYS, Inc., a global engineering software developer, since October 2018, and prior to that, served as a senior client partner for Korn Ferry, a management consulting firm, from June 2017 to October 2018 where he was responsible for the Internet of Things and digital transformation advisory services within the organization’s global industrial practice. Prior to his role at Korn Ferry, Dr. Banerjee was the Executive Vice President and Chief Technology Officer for Schneider Electric SE, a multinational energy company, from September 2015 to June 2017, and served in several senior leadership roles including Managing Director of Global Technology R&D at Accenture PLC from 2013 to 2015; Chief Technology Officer and Executive Vice President of ABB Ltd., a multinational automation company, from 2012 to 2013; and Senior Vice President of Research and Director of HP Labs at Hewlett-Packard, a multinational technology company.

Dr. Banerjee founded AccelChip, a developer of products and services for electronic design automation in 2000 and BINACHIP, where he was also Chairman and Chief Scientist in 2006. He has also served as Dean of the College of Engineering at the University of Illinois at Chicago, Walter P. Murphy Professor and Chairman of Electrical and Computer Engineering (“ECE”) at Northwestern University and Professor of ECE at the University of Illinois. From 2013 to 2019, Dr. Banerjee served on the board of directors of Cray Inc., a company that specialized in supercomputers and solutions for storage and analytics. He also serves on the board of directors of Turntide Technologies.

Qualifications

• Leadership experience in engineering, disruptive technology and research and development

• Global experience in both public and private sectors with a track record of driving innovation and technology differentiation

BRUCE G. BLAKLEY

RETIRED MANAGING PARTNER, COOPERS & LYBRAND, AND FACULTY MEMBER AT UNIVERSITY OF CALIFORNIA, SAN DIEGO

Age 75

Director since 2008

P Independent

Committees

• Audit and Compliance

• Nominating, Governance, Ethics and Corporate Responsibility

Background

Mr. Blakley was an audit partner and, from 1996 to 1998, was Managing Partner in the San Diego office of the national accounting firm Coopers & Lybrand (PricewaterhouseCoopers since 1998). He was employed there in auditing private and public companies and consulting with their boards of directors and executives for 32 years until his retirement in 2005. He maintains his CPA license, teaches at the University of California, San Diego, and serves as a director of a privately held manufacturing company. He previously served as a director and chair of the Audit Committee of Excel Trust, Inc. from April 2010 to August 2015 and as board chair of The San Diego Foundation, a non-profit organization with over $575 million in assets, including as chair of its finance, audit, and executive Committees, and as a director of The San Diego Foundation for 14 years.

Qualifications

• Public, private and non-profit business experience as well as experience in academia

• Extensive financial expertise, including financial reporting, accounting and controls

• Enhanced corporate governance experience

MAUREEN BREAKIRON-EVANS

FORMER CHIEF FINANCIAL OFFICER, TOWERS PERRIN

Age 66

Director since 2017

P Independent

Committees

• Audit and Compliance

• Technology Strategy

Other Public Company Boards

• Ally Financial, Inc.

• Cognizant Technology Solutions Corp.

Background

Ms. Breakiron-Evans served as the Chief Financial Officer of Towers Perrin, a global professional services company from 2007 until her retirement in 2008. Prior to that she was Vice President and General Auditor of CIGNA Corporation, a health services organization, from 2005 to 2006, and was Executive Vice President and Chief Financial Officer of Inovant, LLC, VISA’s captive technology development and transaction processing company, from 2001 to 2004. She served 16 years in public accounting, ultimately as a partner at Arthur Andersen LLP through 1994

Ms. Breakiron-Evans currently serves on the board of directors Cognizant Technology Solutions Corp., a multinational IT service provider (Nasdaq: CTSH), where she serves on the Audit Committee and on the Nominating and Corporate Governance Committee, and Ally Financial, Inc., a financial services company (NYSE: ALLY), where she serves on the Audit Committee and Digital Transformation Committee. She recently served on the board of directors of Heartland Payment Systems, Inc., a payment processing and technology provider, where she served as Chair of the Audit Committee until its sale in April 2016. Ms. Breakiron-Evans served on the board of the Federal Home Loan Bank-Pittsburgh from 2011 through 2014. She received an NACD Cyber Security Certificate in 2017 and is a Board Leadership Fellow of the National Association of Corporate Directors.

Qualifications

• Experience as an Audit Partner with a strong command of the financial reporting and tax issues facing public companies

• Former chief financial officer with extensive leadership, technology, financial and risk management experience

DENISE L. DEVINE

FOUNDER AND CEO OF FNB HOLDINGS, LLC AND CO-FOUNDER AND CFO OF RTM VITAL SIGNS, LLC

Age 65

Director since 2019

P Independent

Committees

• Audit and Compliance

• Technology Strategy

Other Public Company Boards

• AgroFresh Solutions, Inc.

• Fulton Financial Corporation

Background

Ms. Devine was the founder and since 2014 has served as the CEO of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space. Since 2014, Ms. Devine has been the co-founder, Chief Administrative Officer and Chief Financial Officer of RTM Vital Signs, LLC, a medical device company. Ms. Devine was also the founder and previously served for more than ten years as the CEO of Nutripharm, Inc., a health and nutrition company. Ms. Devine previously served as Chief Financial Officer for Energy Solutions International, a technology company serving the energy industry, and in financial management positions for Campbell Soup Company, a processed food and snack company.

Ms. Devine has served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of CPAs. Ms. Devine has served as a director of Fulton Financial Corporation, a financial services company (Nasdaq: FULT), since 2012 as a director of AgroFresh Solutions, Inc., a global leader in produce freshness solutions (Nasdaq: AGFS), since 2018 and as a director of Select Quote, a technology-enabled, direct-to-consumer insurance distribution platform (NYSE: SQLT), since 2020. Ms. Devine was a member of the Board of Trustees of Villanova University from 2005 to 2015, where she was the Chair of the Audit and Risk Committee. She has also served as a member of the Board of Trustees of Lourdes Health System from 2010 to 2019 and on the board of directors of AUS, Inc., a privately-owned company, since 2016 and was appointed to the board of directors of Ben Franklin Technology Partners of Southeastern Pennsylvania in 2016. Ms. Devine is a certified public accountant.

Qualifications

• Global leadership experience spanning from entrepreneurial start-ups to Fortune 100 corporations

• Extensive financial and capital markets experience

• Deep experience developing and commercializing technology platforms

• Co-inventor on more than twenty U.S. and international patents

CAROLYN A. FLOWERS

MANAGING PRINCIPAL, INFRASTRATEGIES LLC, FORMER AMERICAS TRANSIT PRACTICE LEADER — AECOM

Age 71

Director since 2019

P Independent

Committees

• Executive Compensation

• Technology Strategy

Background

Ms. Flowers has served as a Partner and Managing Principal of InfraStrategies LLC, a global advisory and management consulting firm since February 2019. Ms. Flowers is an experienced transportation executive who was formerly the Senior Vice President of Americas Transit Market Sector at AECOM, a multinational engineering firm, where she was responsible for client and industry relations and business development in the U.S. and Canada from March 2017 to February 2019. Prior to joining AECOM, she served as the acting administrator of the Federal Transit Administration under President Obama from January 2015 through January 2017.

Ms. Flowers was the CEO and Director of Public Transit for the Charlotte Area Transit System from January 2010 to January 2015 and spent 19 years at Los Angeles County Metropolitan Transportation Authority, where she completed her tenure as its Chief Operating Officer. Ms. Flowers currently serves on the American Public Transportation Association’s (“APTA”) board of directors. She previously served as Co-Chair of the Reauthorization Task Force and Publication Advisory, Leadership, Legislative and Awards committees. She currently serves on the Finance Committee of APTA.

Qualifications

• Recognized thought leader in the transportation and infrastructure space

• Unique understanding in the areas of policy, public-private partnerships and creative collaboration among stakeholders and the business community

• Extensive leadership experience in public transportation

JANICE M. HAMBY

RETIRED REAR ADMIRAL, U.S. NAVY

Age 62

Director since 2015

P Independent

Committees

• Classified Business Oversight

• Executive Compensation

• Nominating, Governance, Ethics and Corporate Responsibility

Background

Admiral Hamby retired as a U.S. Navy Rear Admiral in 2012 and is an information technology expert with more than 30 years of experience in the cyber security arena, most recently as a Deputy Chief Information Officer for the U.S. Department of Defense from 2011 to 2012. Prior to that, she served as Vice Director, Command, Control, Computers and Communications for the Joint Chiefs of Staff. She subsequently served as the Chancellor at the College of Information and Cyberspace, National Defense University in Washington, D.C., from October 2014 until her retirement in July 2018. Admiral Hamby served twice as Commanding Officer of critical telecommunications and technology services organizations, as well as on the staffs of the Chairman of the Joint Chiefs of Staff and the Commander of Multi-National Force in Iraq. She holds a Doctor of Management degree and consults and speaks on cyber security and leadership. She co-owns and operates Fair Winds Farm, LLC with her husband.

Qualifications

• Strong background in directing and implementing information technology systems in complex organizations as well as deep experience in cyber security

• Extensive defense industry and military leadership experience

• Experience in strategy development, human capital management and development, and international negotiations

• Expert in area of impacts of toxic environments on workforce resilience

DAVID F. MELCHER

FORMER PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR OF EXELIS, INC.,
FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE AEROSPACE INDUSTRIES ASSOCIATION, AND RETIRED LIEUTENANT GENERAL, U.S. ARMY

Age 66

Director since 2018

Lead Independent Director since 2019

P Independent

Committees

• Classified Business Oversight

• Executive Compensation

• Nominating, Governance, Ethics and Corporate Responsibility

Other Public Company Boards

• Becton Dickinson & Company

Background

General Melcher served as the President and CEO of the Aerospace Industries Association from June 2015 until his retirement at the end of December 2017. From 2011 to 2015, he was President, CEO, and a member of the board of directors of Exelis Inc., a diversified, global aerospace defense, information and technology services company. Exelis Inc. was spun off from ITT Corporation (“ITT”), a global manufacturing company, in 2011 and acquired by Harris Corporation in 2015. From 2008 to 2011, he was the President of ITT’s Defense and Information Solutions business. He retired from the Army as a Lieutenant General in 2008 after a successful 32-year career and served in the Pentagon as the Army’s Military Deputy for Budget and Deputy Chief of Staff for Programs (G8).

General Melcher served on the board of directors of CR Bard Corporation (“CR Board”), a medical technology company, from 2014 to December 2017 and was a member of the Audit, Finance and Compensation and Personnel Committees. Becton, Dickinson and Company (“BD”), a multinational medical technology company (NYSE: BDX), acquired CR Bard in December 2017 and General Melcher was appointed to serve on BD’s board of directors as of that date, as well as the Audit and Compensation and Management Development Committees. As of August 2019, he was elected to the board of directors of the Uniformed Services Automobile Association and serves on the Audit and Compensation and Workforce committees. General Melcher was also selected in September 2019 as a member of the Board of Managers for General Motors Defense, LLC.

Qualifications

• Extensive aerospace and defense industry leadership expertise, including as a former public company CEO

• Experience with military programs and budgeting

• Background in strategy, business development, finance and engineering

• Extensive corporate governance experience with a decade worth of service on four corporate boards

STEVEN J. NORRIS

CHAIR, SOHO ESTATES;
PRESIDENT, ITS UK; AND
FORMER MEMBER OF PARLIAMENT

Age 75

Director since 2014

P Independent

Committees

• Audit and Compliance

• Nominating, Governance, Ethics and Corporate Responsibility

Other Public Company Boards

• Driver Group Plc

Background

Mr. Norris is a recognized authority on transport and infrastructure issues. Before joining the Cubic Board in 2014, he served as a member of the Cubic Transportation Systems, Inc. strategic advisory board from 2012 to 2014. He is the chair of Soho Estates, one of the largest real estate operations in the United Kingdom, and was appointed Chairman of Driver Group Plc (LON: DRV), an engineering services company, in March 2015 and as a Director of Optare PLC, a manufacturing company, in August 2014. He also serves as the President of ITS UK, the sister organization of ITS US, which represents transport technology business in their respective countries.

Mr. Norris became a Member of Parliament in 1983 and remained in government service until 1997. While serving as Parliamentary Undersecretary of State for Transport and Minister for Transport in former Prime Minister Sir John Major’s government, Norris was responsible for the Jubilee Line Extension, the largest extension of the London Underground network to date. He is also a former member of the Board of Transport for London, which operates the London public transit system.

Qualifications

• Recognized authority on transportation and infrastructure issues

• Deep experience in government affairs

• Global leadership experience drawing from many years in government service in the UK

• Former and current experience as Chairman of AIM and LSE public companies in UK

Voting Recommendation

P The Board unanimously recommends that you vote FOR
each of the nine nominees listed above.

CORPORATE GOVERNANCE

Board Leadership Structure

The Board regularly evaluates the appropriate leadership structure of the Company and currently believes that the Company and its shareholders are best served by not having a formal policy on whether the same individual may serve as both CEO and Chairman. This flexibility allows the Board to elect the most appropriate director as Chairman, while maintaining the ability to separate the Chairman and CEO roles if necessary. While the Board is confident that the combined Chairman and CEO structure, balanced by a strong Lead Independent Director position, is best suited to the current needs of the business, the Board remains committed to evaluating Cubic’s leadership structure on an ongoing basis as part of its annual self-assessment.

Chairman

Currently, the Company’s Chairman and CEO roles are held by Mr. Feldmann. The Board believes that this structure serves the Company and its shareholders well based primarily on Mr. Feldmann’s background, skills and

experience, as detailed in his biography above, including his history with Cubic and successful track record spearheading the Company’s strategic growth plan, including strong improvements to financial performance, IT infrastructure, operations and talent development.

The Chairman has the authority to call meetings of the Board and presides at such meetings. He has primary responsibility for shaping Board agendas (in consultation with the Lead Independent Director) and will communicate with all directors on key issues and concerns outside of Board meetings.

Lead Independent Director

General David Melcher has served as the Lead Independent Director since July 2019 and has deep expertise in the defense industry, including his leadership experience as a public company president and chief executive officer. The table below describes the key duties and responsibilities of the Lead Independent Director.

Key Responsibilities of the Lead Independent Director

• Review with the Chairman and approve all Board meeting agendas

• Call and chair all meetings of the Independent Directors

• Preside at all meetings of the Board at which the Chairman is not present

• Facilitate full and candid Board discussions and discussions among independent directors outside of Board meetings, including oversight of the CEO

• Be authorized to attend all committee meetings, as appropriate

• Serve as the liaison between the Independent Directors and the Chairman

• Be available for consultation and communication with significant shareholders

• Collaborate with the Executive Compensation Committee on the CEO’s annual performance evaluation

• Collaborate with the Nominating, Governance, Ethics and Corporate Responsibility Committee on the performance and structure of the Board and its committees, including the performance of individual directors

• Guide the CEO succession planning process in conjunction with the Nominating, Governance, Ethics and Corporate Responsibility Committee

Meetings

The Board met 17 times during our fiscal year ended September 30, 2020 (“fiscal year 2020”).

During fiscal year 2020, each director attended at least 75% of the total number of meetings held during such director’s term of service by the Board and each committee of the Board on which such director served.

Non-employee directors regularly meet without management present at the conclusion of each regular Board meeting and the Audit and Compliance Committee meetings and at other times as necessary.

During fiscal year 2020, the Lead Independent Director, General Melcher, chaired these sessions for the Board, and Mr. Blakley chaired these sessions for the Audit and Compliance Committee.

The Board encourages its members to attend the Annual Meeting. The 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) was attended by all then-current directors.

Director Independence

The Nominating, Governance, Ethics and Corporate Responsibility Committee determined, and the Board agreed, that all directors nominated, except Mr. Feldmann, met the independence standards of the NYSE and the categorical independence standards adopted by the Board as defined in the Company’s Corporate Governance Guidelines. There are no family relationships among any of the director nominees or any of the Company’s executive officers.

Shareholder Engagement

We actively engage with our shareholders on a year-round basis to discuss Cubic’s strategy, financial performance and key business developments. We participate in numerous investor conferences, hold our own shareholder engagement events and meet one-on-one with current and prospective shareholders in a variety of forums.

After our annual shareholder meeting, the Board reviews the voting results and any shareholder feedback. We implement a governance-focused outreach plan designed to solicit our shareholders’ input on matters such as corporate governance, executive compensation, sustainability and social responsibility. We extend meeting invitations to our largest shareholders in late summer and early fall.

Our engagement team includes our Chairman and CEO, Chief Financial Officer, General Counsel, Vice President of Investor Relations, Senior Director of Responsible Business, and may include our Lead Independent Director and other Board members and executives as appropriate. The Board carefully reviews the shareholder feedback

from these discussions and implements changes, if appropriate. The engagement team may also conduct outreach ahead of the annual shareholder meeting to discuss matters to be voted on at our upcoming Annual Meeting.

In fiscal year 2020, we extended invitations to shareholders representing approximately 60% of our common shares outstanding, including both U.S. and international shareholders. Our discussions focused on topics including COVID-19, Board composition, culture, diversity initiatives and the Company’s ESG strategy. Shareholders also shared perspectives on various ESG reporting frameworks. From these discussions, it is clear that topics relating to environmental and social matters, are becoming increasingly important to our shareholders as part of their assessment of the Company’s risks and opportunities. As part of our annual engagement, we expect to continue to reach out to our largest shareholders holding in the aggregate at least 50% of our total outstanding common shares each year.

As a result, in part, of our discussions with shareholders and, in part, our focus on continuous improvement and better alignment with shareholder interests, we have

implemented key changes to our executive compensation program and corporate governance in recent years, including:

Executive Compensation and Stock Ownership Guidelines

	• Effective Fiscal Year 2019: Modifications to long-term incentive plan to include a relative total shareholder return (“TSR”) multiplier (relative to Russell 2000) measured over the three-year performance period
	• Effective Fiscal Year 2020: Modifications to our annual incentive plan to include a cash flow metric
	• Effective Fiscal Year 2020: Increased stock ownership requirements for executive officers and directors under applicable guidelines
	• Effective Fiscal Year 2020: Modifications to our long-term incentive plan to reduce the maximum payout on performance awards from 250% to 200% of target and limit the relative TSR modifier to 1.0 if absolute TSR is negative for the performance period
	• Effective Fiscal Year 2020: Added Digital strategy to the annual incentive plan (10% weighting)
	• Effective Fiscal Year 2020: Modification to the Long Term Incentive Plan for the growth and adjusted EBITDA to a three-year cumulative number, from an annual reset formula

Shareholder Rights and Board Accountability

	• Fiscal Year 2019: Implementation of a majority voting standard for director elections
	• Fiscal Year 2019: Elimination of supermajority voting requirements for certain business combinations, bylaw amendments and certificate of incorporation amendments

ESG Disclosures

• Fiscal Year 2021: Increased disclosures on corporate responsibility, Board diversity and employee demographics added to the Cubic’s website and this proxy; published inaugural corporate responsibility report

Annual Evaluation of Board Effectiveness

Each year, our Board conducts a comprehensive self-evaluation to assess its own effectiveness, review our governance practices and identify areas for enhancement. Our Board’s annual self-evaluation also is a key component of its director nomination process and succession planning.

The Nominating, Governance, Ethics and Corporate Responsibility Committee reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation process. As provided in its charter, each of our Board’s standing committees also conducts a separate self-evaluation process annually which is led by the committee chair. The Nominating, Governance, Ethics and Corporate Responsibility Committee has

continued to enhance the form and scope of the Board’s self-evaluation process based on director feedback, best practices, experience and regulatory expectations.

The Nominating, Governance, Ethics and Corporate Responsibility Committee reviews best practices annually relating to Board and committee self-evaluation processes and makes changes to the form and scope of its evaluation so that the process continues to provide the Board an effective mechanism to evaluate the Board’s performance and effectiveness and make changes the Board determines are necessary and appropriate. The Board engaged a third party to facilitate its annual self-evaluation during fiscal year 2020.

Recent Enhancements to Board Effectiveness Based on Self-Evaluations

We continue to make changes and enhancements based on feedback from the Board and committee self-evaluations, including the following:

• Prioritizing Board and committee meeting agendas in order to allow sufficient time for discussion of our business, strategy, regulatory matters, and key issues and risks;

• Ongoing improvement in the quality of management reports to the Board and committees, including risk reports, in order to streamline meeting materials and highlight the most important information; and

• Improving new director orientation and training to enhance and maximize their contributions, including continuing external and internal director education opportunities, as well as training on compliance topics.

Topics Covered in the Scope of Board Self-Evaluation in Fiscal Year 2020

Board Composition, Structure and Meetings	Board composition, including size and mix of skills, knowledge, experience, perspectives, tenure, background and diversity Committee structure and functioning, including the number of committees and their roles and responsibilities Effectiveness of meeting structure, including the frequency and quality of Board meetings and executive sessions of independent directors Board agenda planning and agenda content, organization and time allocation
Culture, Dynamics	Appropriate listings of Board goals, responsibilities and duties Individual directors’ knowledge, skills and perspectives as needed in effective boardroom discussions Trust exists among directors individually and as a group, and with management Discussions are open and candid, constructive, appropriately challenging and productive
Meetings	Frequency and length of meetings are appropriate, enabling the Board to effectively carry out its responsibilities Agendas are carefully planned yet sufficiently flexible to accommodate emergencies and unexpected developments Timely feedback provided to CEO following executive sessions
Information	Board receives accurate, relevant information from a variety of sources, including management, analyst and media reports, and outside experts Information is clear and well organized and is at the appropriate level and form with key matters highlighted to facilitate effective communication

Areas of Oversight Responsibilities

Strategy

Risk management

Crisis management

Culture

Ethics and compliance program

Measuring and monitoring performance

Mergers and acquisitions

Succession planning

Financial reporting

Relationships with Shareholders and Other Stakeholders

An effective program is in place to communicate with major shareholders

Shareholder perspectives are regularly communicated to the Board and incorporated into Board deliberations

Attention to institutional investor and proxy advisor focus on such matters as corporate purpose, board diversity, governance, social responsibility, sustainability and environmental matters, cyber risk/security, human capital management strategies, the link between CEO pay programs and strategy and performance, and related disclosures

Current Board Committee Members

Name	Audit and Compliance	Executive Compensation	Nominating, Governance, Ethics and Corporate Responsibility	Classified Business Oversight	Technology Strategy
Bradley H. Feldmann
Prithviraj Banerjee
Bruce G. Blakley
Maureen Breakiron-Evans
Denise L. Devine
Carolyn A. Flowers
Janice M. Hamby
David F. Melcher
Steven J. Norris
Meetings in Fiscal Year 2020	5	7	4	2	4

Communications with Directors

Any interested person may communicate at any time with the whole Board, the Independent Directors or any individual director with the correspondence addressed to “Board of Directors” or “Independent Directors” or to a named director, by writing to:

	Cubic Corporation c/o Corporate Secretary 9233 Balboa Avenue San Diego, CA 92123
or by e-mail to:
	CorporateSecretary@Cubic.com

The Corporate Secretary will promptly relay all communications to the appropriate directors, other than communications that are unrelated to the duties and responsibilities of the Board or its committees. Those unrelated matters include, without limitation, business solicitations, advertisements and surveys; requests for donations and sponsorships; job referral materials such as resumes; product-related communications; unsolicited ideas and business proposals; and material that is determined to be illegal or otherwise inappropriate. The Corporate Secretary will coordinate responses, if appropriate.

Board Committees

Audit and Compliance Committee
• Bruce G. Blakley	• Denise L. Devine
• Maureen Breakiron-Evans	• Steven J. Norris
All members are independent and financially literate.

Responsibilities

• Oversee the Company’s financial reporting process.

• Responsible for the appointment, retention and termination of independent auditors and their compensation.

• Resolve disputes between management and auditors.

• Pre-approve all audit and non-audit services according to a written plan and budget submitted by the auditors.

• Meet quarterly (at a minimum) with the auditors and review their periodic reports.

• Discuss with auditors the scope and plan for the audit and include management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs.

Qualifications

Each member of the Audit and Compliance Committee is independent as defined under Section 303A.02 of the NYSE Listed Company Manual, Section 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in our Corporate Governance Guidelines, and is financially literate. Mr. Blakley, Ms. Breakiron-Evans and Ms. Devine are our Audit and Compliance Committee Financial Experts with extensive accounting experience.

Mr. Blakley, Ms. Breakiron-Evans and Ms. Devine have all served on the audit committee of another publicly-held company. Mr. Blakley previously served as chair of an audit committee for Excel Trust, Inc., a publicly held real estate investment trust, until August 2015. The trust is unrelated to Cubic and its subsidiaries and does not present any conflicts of interest for Cubic or the industry in which it operates.

Ms. Breakiron-Evans currently serves on the Audit Committee of the Board of Cognizant Technology Solutions Corp., and on the Audit Committee of the Board of Ally Financial, Inc. She recently served as Chair of the Audit Committee of the Board of Heartland Payment Systems, Inc. until its sale in April 2016. The companies are unrelated to Cubic and its subsidiaries and do not present any conflicts of interest for Cubic or the industry in which it operates.

Ms. Devine currently serves on the Audit Committee for AgroFresh Solutions, Inc. and Fulton Financial Corporation. She previously served as Chair of the Audit Committee of Villanova University. The companies and organizations are unrelated to Cubic and its subsidiaries and do not present any conflicts of interest for Cubic or the industry in which it operates.

Report of the Audit and Compliance Committee

The Committee selected Ernst & Young LLP as the independent registered public accountants (“Accountants”) of the Company for fiscal year 2020. The Committee has reviewed and discussed with management and the Accountants the audited financial statements of the Company for fiscal year 2020. The Committee met with the Accountants on numerous occasions and discussed the matters required to be discussed under generally accepted auditing standards and the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, has received from the Accountants the written disclosures and the letter regarding independence required by the PCAOB, and has discussed with the Accountants their independence.

Based on its review of the audited financial statements for fiscal year 2020 and its discussions with management and the Accountants, the Committee recommended to our Board that the Company’s fiscal year 2020 audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal year 2020.

AUDIT AND COMPLIANCE COMMITTEE

Bruce G. Blakley, Chair
Maureen Breakiron-Evans
Denise L. Devine
Steven J. Norris

Executive Compensation Committee
• David F. Melcher	• Janice M. Hamby
• Carolyn A. Flowers	• Prithviraj Banerjee
All members are independent.

Responsibilities

• Establish and oversee the Company’s executive compensation programs.

• Approve employment and severance arrangements and other material commitments concerning the Company’s executive officers.

• Annually review and approve goals and objectives relevant to compensation for executive officers, evaluate each executive’s performance in light of those goals and objectives, and either as a committee or together with the other Independent Directors of the Board, determine and approve the executives’ compensation.

Qualifications

Each of the members of the Executive Compensation Committee is independent as defined under Section 303A.02 of the NYSE Listed Company Manual and in our Corporate Governance Guidelines.

Under the Executive Compensation Committee’s charter, the Committee may delegate any of its responsibilities to a subcommittee of the Executive Compensation Committee, unless prohibited by law, regulation or NYSE listing standard.

Compensation Committee Interlocks and Participation

During fiscal year 2020, none of the members serving on the Executive Compensation Committee served either as a director or as a member of the compensation committee of any other entity whose executive officers served either as a director or as a member of the Executive Compensation Committee of the Company. Therefore,

there were no “interlocks” with other companies within the meaning of the proxy rules of the SEC. No member of the Executive Compensation Committee is a former or current officer or employee of Cubic or any of its subsidiaries. See also the section “Executive Compensation and Other Information” later herein.

Nominating, Governance, Ethics and Corporate Responsibility Committee
• Steven J. Norris	• Janice M. Hamby
• Bruce G. Blakley	• David F. Melcher
All members are independent.

Responsibilities

• Track important legal and regulatory changes and new concepts in public company governance.

• Oversee annual Board, Board member and committee evaluations.

• Make recommendations regarding Board composition, Board committee structure and Board refreshment.

• Oversee the Board’s annual self-evaluations and peer member evaluations with third party evaluations conducted every three years.

• Review succession planning process for executive management, other members of senior management and Board succession.

• Review and recommend to management and the Board objective policies and procedures that best serve Cubic’s and its shareholders’ interests in maintaining a business environment with high standards of ethics, integrity and compliance in the area of corporate responsibility, including topics such as conflict minerals, human trafficking, global data privacy, human testing, employee relations, health and safety, political participation and environmental stewardship.

Qualifications and Policy

Each of the members of the Nominating, Governance, Ethics and Corporate Responsibility Committee is independent as defined under Section 303A.02 of the NYSE Listed Company Manual and in our Corporate Governance Guidelines.

The Committee’s policy is to consider Board candidate recommendations of shareholders that are received by the Corporate Secretary at least 120 days prior to the one-year anniversary of the mailing of notice of the previous annual meeting of shareholders. In considering additions to the Board or filling vacancies, the Committee assesses current needs of the Company and considers candidates’ expertise, experience and background. The Committee does not have a formal diversity policy that is applied when evaluating candidates but takes diversity, including geographic, gender, age, ethnic and racial diversity, into account among other factors it considers. In such circumstances, the Committee seeks recommendations from the Board, senior management personnel and relevant professional organizations regarding potential candidates.

The Committee will also review any shareholder recommendations on file. The Committee evaluates candidates submitted by shareholders using the same criteria as candidates identified by the Board, senior management personnel and other sources. The Committee screens and personally interviews appropriate candidates. Selected candidates may meet with additional Board members, certain members of management and the Chair of the Board. The Committee evaluates responses and recommends to the full Board the name of any candidate it feels should become a nominee for election or appointment.

The Nominating, Governance, Ethics and Corporate Responsibility Committee also reviews and recommends to management and the Board objective policies and procedures that best serve Cubic’s and its shareholders’ interests in maintaining a business environment of high standards of ethics, integrity and compliance. The Committee also focuses on corporate responsibility matters, including topics such as conflict minerals, human trafficking, global data privacy, human testing, employee relations, health and safety, political participation and environmental stewardship.

Board Service Guidelines

The Company’s Corporate Governance Guidelines generally limit individual Board service by tenure and/or age as described in the table below. These metrics are not absolute but are guidelines for maximums. When either of the individual maximums are reached, there must be compelling reasons for a director’s continued participation on the Board. When both maximums are reached, there will be a strong presumption for transition off the Board.

• Succession planning process for near-term and 5-year needs of Cubic

• Annual individual director evaluations

• Regular Board refreshment to ensure balanced terms, ages and diversity

• Endeavor to limit individual Board tenure to 12 years and/or age 75 maximum

• Service on no more than 3 other public company boards

Classified Business Oversight Committee
• Admiral Janice M. Hamby	• David F. Melcher
• Bradley H. Feldmann

Responsibilities

• Provide oversight of the Company’s business activities that for purposes of national security have been designated as classified by the United States government.

The Committee meets on an as-needed basis.

Technology Strategy Committee
• Prithviraj Banerjee	• Denise L. Devine
• Maureen Breakiron-Evans	• Carolyn A. Flowers
All members are independent.

Responsibilities

• Provide oversight of Cubic’s technology directions and cyber resilience consistent with Cubic’s strategy.

• Provide advice on our digital strategy and reviews our research and development (“R&D”) investments to ensure they support the competitiveness of our products and services.

• Review the technical competencies within Cubic and advises on the R&D organization and structure to support the R&D investment.

Risk Oversight

The Board reviews and approves the procedures adopted and conclusions reached by our Executive Management Committee (“EMC”) and discusses with the General Counsel, who is responsible for the Enterprise Risk Management (“ERM”) process, and the CEO, the major enterprise risk exposures and the steps that have been taken to appropriately manage and mitigate such exposures. The General Counsel also functions as the Chief Risk Officer of the Company.

The Company’s ERM Committee (the “ERMC”), comprised of members of senior management, works with the CEO, committees of the Board and the full Board to establish overall enterprise risk strategies and oversight of policies, systems, processes and training related to enterprise risk. The ERMC reports quarterly to the Audit Committee and annually to the full Board on its activities and findings, highlighting the key enterprise risks we face and management’s actions for managing those risks.

The ERMC engages in risk management procedures for all of our business segments. The Company conducts an annual survey of certain employees and all Board members in order to obtain data used to identify its top enterprise risks. In addition, senior officers meet periodically with the ERMC to identify, assess and rank the perceived severity of enterprise risks unique to their businesses. Appropriate mitigation plans are implemented and tracked by the ERMC.

The EMC reviews and assesses perceived risks to the enterprise as a whole and to its businesses. It works with relevant managers and oversees mitigation and remediation plans. Periodic reports are brought to the attention of the Board or applicable committee of the Board by the General Counsel.

The Board’s focus and concern is to identify, and ensure the Company has a plan to respond to, those few issues which could seriously impact our short- or long-term ability to continue normal operations.

In conjunction with its enterprise risk management review, the Board also addresses our legal compliance efforts in certain complex areas, such as export control, antitrust and antibribery/anticorruption.

As part of its oversight function, the Board and its committees monitor enterprise risk as part of their regular deliberations throughout the year. When granting authority to management, approving strategies, making decisions and receiving management reports, the Board considers, among other things, the enterprise risks facing the Company. The Board also oversees enterprise risk in particular areas through its committee structure.

The Board Responsible for oversight of risk management and allocates oversight of specific risks to the appropriate Board committee.

Audit Committee	Evaluates the Company’s guidelines and policies regarding risk assessment and risk management, including risks related to internal control over financial reporting, the Company’s major financial risk exposures and the procedures to monitor and control those exposures.
Executive Compensation Committee	Assesses risks potentially arising from the Company’s human resources and compensation policies and practices.
Nominating, Governance, Ethics and Corporate Responsibility	Oversees risks associated with unethical conduct and political, social, environmental and reputational risks.
Classified Business Oversight Committee	Oversees risk review activities applicable to the Company’s classified business activities and receives reports from management on particular classified projects involving significant performance, financial or reputational risks.
Technology Strategy Committee	Oversees risks associated with the Company’s technology initiatives and capabilities in support of business growth as well as cyber security
Enterprise Risk Management Committee	The ERMC is comprised of members of senior management. The ERMC establishes the Company’s overall enterprise risk strategies and oversees policies, systems, processes and training related to the Company’s enterprise risk across business segments.

Compliance Steering Committee

Cubic has an internal Compliance Steering Committee (“CSC”), comprised of senior leaders with a wide variety of subject-matter expertise and authority, led by the head of the Ethics, Compliance, and Risk team with reporting to the Nominating, Governance, Ethics and Corporate Responsibility Committee. The CSC’s mission is to promote a culture of ethical integrity and legal accountability across the global organization and to mitigate risks associated with compliance. The program that the CSC supports includes, among other things: an employee Code of Business Conduct; a Code of Conduct for Third Parties; a third party due diligence and management system; an anonymous and global complaint reporting mechanism for both employees and third parties (Cubic Helpline); global

mechanisms for employees to report conflicts of interest (and any environmental, health or safety concerns); a complaint investigation and reporting process; regular communications to and training of Cubic employees on matters of ethics and compliance; global surveys regarding the Company’s ethical culture; and regular reporting to senior management and the Nominating, Governance, Ethics and Corporate Responsibility Committee regarding the effectiveness of program components. We require all employees to receive annual training related to our Code of Business Conduct and related policies in order to confirm that employees are familiar with those standards of conduct and to mitigate the risks associated with employees’ failure to meet those standards.

Corporate Governance Materials

Board Committee Charters
Audit and Compliance Committee Charter	Classified Business Oversight Committee Charter	Executive Compensation Committee Charter	Nominating, Governance, Ethics and Corporate Responsibility Committee Charter	Technology Strategy Committee Charter

Key Governance Documents
Code of Ethical Conduct		Code of Business Conduct		Code of Business Conduct for Third Parties		Corporate Governance Guidelines		Cubic, UK Tax Strategy – 2020

Each of our Board committee charters and key corporate governance documents are available at www.cubic.com/investor-relations/governance. Cubic’s UK Tax Strategy — 2020 is available at www.cubic.com/united-kingdom-disclosures. The information contained on our website is not incorporated by reference in, or considered part of, this proxy statement.

Hedging Policy

Pursuant to Cubic’s insider trading policy, all directors and executive officers, as well as other employees who are designated as subject to the policy (“Designated Employees”), are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities which: (1) have been granted to the director, executive officer or Designated Employee by the Company as part of their compensation, or (2) are held directly or indirectly by the director, executive officer or Designated Employee. Designated Employees are selected by the Company as those employees that may have or be exposed to insider trading information by nature of their position.

CORPORATE RESPONSIBILITY

In alignment with the Company’s purpose and long-term strategic focus, during fiscal year 2020, we refined and expanded our ESG priorities around five key areas, including environment, social capital, human capital, business model and innovation, and governance. These pillars are described in more detail below and we look forward to sharing our progress and enhancing our communications on matters most relevant for the Company and our stakeholders.

Over the next five years, we have set goals across our ESG framework to:

• Lower our carbon footprint;

• Engage in the communities where we live and work while continuing to support recovery efforts in communities affected by catastrophic events around the world;

• Continue the initiatives started in 2019 around Diversity and Inclusion, Employee Engagement, and Health and Safety;

• Further advance our supply chain sustainability efforts; and

• Maintain impeccable ethics and compliance, while delivering sustainable value to our customers and shareholders.

We have established foundational baselines in connection with our materiality assessment to help us better understand, measure and disclose key exposures in areas most impactful to Cubic, our competitive positioning and our impact on society. In partnership with key stakeholders, we will continue to identify the most important issues for the Company. This will guide our efforts to provide useful disclosures, which will serve as measurement of progress in key strategies.

In fiscal year 2020, we formally launched our ESG website with content and disclosures that can be viewed at www.cubic.com/ESG. We also issued our inaugural annual ESG report in fiscal year 2021 with materiality-based disclosures that are aligned with the Sustainability Accounting Standards Board (SASB) framework and reflecting our support of the United National Global Compact’s Ten Principles and key Sustainable Development Goals.

We believe in doing business ethically, hiring exceptional people and enabling them to succeed, being respectful of our environment and supporting the communities where we live and work. We will continue to manage our business to achieve our strategic and financial objectives without compromising our corporate responsibility goals. In fact, our commitment to corporate responsibility plays a critical role in our business strategy and focus on driving superior value through innovation. Our approach has enabled us to better understand how ESG-related risks and opportunities, can impact our performance, our people and our communities.

Environment
Environmental compliance is part of our operational risk management process. We meet all local customer and regulatory requirements in the areas where we operate field sites, assembly or manufacturing. Furthermore, we recognize that environmental stewardship is an				important part of supporting the communities in which we operate. We have made substantial efforts over the past few years to reduce our environmental footprint at our manufacturing locations by eliminating processes that generated emissions or wastewater. For example:
• We published a 20% CO2 intensity target to be achieved by 2025 and, in 2020, reduced our CO2 intensity by 17% against our 20% target. • We retired seven environmental permits with the air pollution control district and the industrial waste water district thus eliminating environmental impacts from these sources. • In our primary manufacturing sites, Tullahoma, Huntsville, San Diego and Mexico, we operate zero emission facilities (air and water).
Social Capital
At Cubic, we believe that everyone deserves to be treated with respect and dignity, and we are committed to the fair treatment of all people. The world’s call for social justice has created an opportunity for us to come together in a critical moment and build on our existing diversity and inclusion efforts. This year we held a company-wide virtual event to listen to one another and support our colleagues who are hurting from racial injustice. Our Maana Employee Resource Group sponsored multiple sessions with all of Cubic, facilitating powerful and vulnerable dialogue to discuss recent events, share personal experiences, and discuss potential actions to address inequalities. These discussions highlighted the importance of education and awareness. We committed to meaningful change by launching Cubic’s Global Inclusion for a Diverse Workforce Course, an unconscious bias training program for all our employees worldwide intended to make us better at recognizing and mitigating our biases and blind spots. Additionally, we rolled out a Diversity and Inclusion				toolkit and made a monetary donation to NAACP Legal Defense and Educational Fund. Additionally, we are advancing a number of initiatives including: • the establishment of diversity goals in our strategic plan; • inclusive Leadership and Microinequities training; • published demographics data reviewed by our Board to include diversity data on our talent funnels; and • established regional diversity and inclusion committees in Asia Pacific and Europe, Middle East and Africa. These are small steps and there is more to be done, but we are committed to listening, learning and improving.

Community Engagement
Our corporate giving supports causes that make a positive difference in the lives of our customers and our associates. In fiscal year 2020, we provided support to employees, customers and our communities by				repurposing our manufacturing capabilities as a response to the COVID-19 pandemic and through our support and participation in disaster relief efforts. For example, we:
• Repurposed manufacturing and supply chain resources to produce general purpose face coverings; and provided face coverings to all Cubic employees and the Red Cross in Tijuana, Mexico. • Through Cubic’s Charitable Committees, supported many local organizations in our communities to improve STEM education, military veteran, and health and safety organizations. • Supported efforts in the Australian bushfires and the Lebanon explosion; and partnered with Help.NGO Global Dirt to provide satellite communications support for recovery efforts in North America.
Human Capital Management
We believe that our talented, global workforce is our greatest strategic asset. Cubic is committed to shaping and enabling an inclusive, high performing culture, underpinned by a dedication to ethics and a Winning the Customer Obsession. We are focused on attracting and developing the best talent, creating memorable employee experiences, and maximizing the potential contribution of every individual. In support of our human capital management strategy and its significance in driving				long-term, sustainable value, we have improved our efforts related to the assessment of risk and opportunity associated with key human capital issues, including diversity, culture, employee well-being and development. Additionally, we are focused on improving our data and ability to assess key human capital metrics designed to provide actionable insights to help drive progress against our priorities.
Our Purpose and Values

Demographics Summary
(as of September 30, 2020)

Health & Safety Performance

0.70		0.29		0.36
Total Recordable Incident Rate*		Lost Time Incident Rate*		Medical Injury Incident Rate*

* Number of incidents x 200,000 / YTD Exposure Hours (as of September 30, 2020)

Our People Strategy

Diversity & Inclusion

Cubic is committed to a globally inclusive workplace where everyone is respected, empowered and supported. To deliver on this commitment, the Cubic Diversity & Inclusion Committee was established under the leadership of Cubic’s SVP Chief Human Resources and Diversity Officer. Cubic’s Nominating, Governance, Ethics and Corporate Responsibility Committee regularly receives briefings on human capital initiatives, including Diversity and Inclusion, and the full Board receives a briefing at least annually.

The Diversity & Inclusion Committee’s recent progress included establishing a strategic plan focused on learning from industry best practices, enhancing diverse recruiting outreach and driving engagement. Ten Employee Resource Groups (ERGs) were launched to promote a culture of inclusion, working together effectively to help employees maximize their own potential and support our business objectives.

Employee Engagement

Cubic is focused on improving employee health, productivity and overall engagement. Cubic understands employee engagement increases when the daily experience of our employees includes “engageable moments.” To help create a positive employee experience, Cubic uses a variety of employee recognition, employee development, and total reward programs. Cubic will continue to build on that momentum, providing employees with the essentials to learn and grow, build a career, be empowered, and be inspired by our purpose of making a positive difference in people’s lives.

• Employee recognition programs, including CEO Award and social platforms that encourage peer-to-peer recognition.

• Employee development programs including mentoring, tuition reimbursement, leadership training, professional development and individual development plans.

• Total reward program includes an award-winning wellness program, Employee Stock Purchase Plan and Long-Term Incentive Plan.

• Most recent employee engagement score from the third quarter of fiscal year 2020 improved three percentage points to 82%, a company record.

DIRECTOR COMPENSATION

The following table represents the director compensation program in effect during fiscal year 2020 and fiscal year 2021. During fiscal year 2019, the Company made several adjustments to its non-executive director compensation program to simplify the design of such program and further align the Company’s non-executive director compensation with market best practices. Specifically, the Company eliminated Board committee member retainers and adjusted select leadership premiums. In addition, the Company enhanced its director stock ownership guidelines (by increasing the required number of shares of the Company’s common stock to be held by each director from an amount equal to two times each director’s base cash retainer to an amount equal to five times such base cash retainer) and aligned the vesting of equity awards granted to each director with the director’s corresponding annual term of service on the Board (as compared to the prior two-year vesting period for equity awards). As a result, we believe that the design and amount of each non-executive director’s compensation for fiscal year 2020 more closely align with the Company’s peer market. For fiscal year 2021, the Company made slight increases to certain committee leadership premiums to align with market practices.

Annualized Retainer	FY 2020 ($)	FY 2021 ($)
Board Service:
Director Base Annual Retainer	90,000	90,000
Lead Independent Director Base Additional Annual Retainer	30,000	30,000

Committee Chair Service:
Audit and Compliance Committee	20,000	20,000
Classified Business Oversight Committee	5,000	5,000
Executive Compensation Committee	15,000	15,000
Nominating, Governance, Ethics and Corporate Responsibility Committee	10,000	12,500
Technology Strategy Committee	7,500	10,000

Non-employee directors also participate in the Company’s equity plan. In November 2019, each non-employee director received an award of 2,268 restricted stock units (“RSUs”). The non-employee directors’ awards granted during fiscal year 2020 vested in full on October 1, 2020.

The RSUs awarded to our non-employee directors in November 2020 will vest on the next occurring October 1 following the grant date and will be eligible for accelerated vesting upon a director’s retirement from the Board, a director’s death or a change in control of the Company, as further described in the applicable RSU award agreements. Retirement for this purpose is generally defined as retirement from the Board after six years of service. Employee directors receive no additional compensation for their service as directors. All non-employee directors are reimbursed for travel expenses. Directors are also allowed to defer some or all of their cash compensation. Two directors elected to defer all of their respective cash compensation received during fiscal year 2020.

Our directors are also subject to stock ownership guidelines to further align the interests of directors with the Company’s shareholders, as described further below under “Compensation Discussion and Analysis,” as well as a policy against engaging in hedging transactions with respect to shares of the Company’s common stock, as described further above under “Hedging Policy.”

Director Compensation Fiscal Year 2020

The following table sets forth a summary of the compensation paid to our non-employee directors pursuant to the Company’s compensation policies for fiscal year 2020. As part of the cost reduction and cash preservation measures enacted by the Company in response to COVID-19, cash paid to non-employee directors for their retainer fees during the second half of fiscal year 2020 were reduced by 15%.

Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)	Total ($)
Prithviraj Banerjee	85,188	135,000	—	220,188
Bruce G. Blakley	97,125	135,000	—	232,125
Maureen Breakiron-Evans	81,250	135,000	—	216,250
Denise L. Devine	75,750	135,000	—	210,750
Carolyn A. Flowers	75,750	135,000	—	210,750
Janice M. Hamby	86,000	135,000	—	221,000
David F. Melcher	119,875	135,000	—	254,875
Steven J. Norris	89,250	135,000	—	224,250
John H. Warner, Jr.(4)	33,450	135,000	—	168,450

(1) Mr. Feldmann, who served as an executive director during fiscal year 2020, received no additional compensation for his service as a director during that time and is not included in this table. Amounts shown in this column reflect the 15% reduction in cash compensation for the Board in response to COVID-19 described above.

(2) This column represents the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of the RSUs granted in fiscal year 2020. These amounts generally reflect the amount that the Company expects to expense in its financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the directors. For additional information on the valuation assumptions used in the calculation of these amounts, refer to Note 1 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed with the SEC on November 18, 2020. The aggregate number of RSUs outstanding as of September 30, 2020 held by each non-employee director was as follows: Mr. Banerjee (3,320); Mr. Blakley (3,320); Ms. Breakiron-Evans (3,320); Ms. Devine (2,268); Ms. Flowers (2,268); Admiral Hamby (3,320); General Melcher (3,320); Mr. Norris (3,320) and Dr. Warner (3,320).

(3) In fiscal year 2020, two of the non-employee directors elected to participate in the Cubic Corporation Amended and Restated Deferred Compensation Plan. Earnings are not reported in the non-employee director compensation table because the earnings are not above market or preferential.

(4) Dr. Warner retired from the Board and did not stand for reelection at the 2020 Annual Meeting held in February 2020. Dr. Warner’s outstanding equity awards vested upon his retirement.

PROPOSAL 2
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Exchange Act, the Board is seeking your approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, including the information set forth under “Compensation Discussion and Analysis” and other related tables and disclosure. Accordingly, the Board recommends that you vote “FOR” the following resolution:

“Resolved, that the compensation of Cubic’s named executive officers, as described in its proxy statement for its 2021 Annual Meeting of Shareholders, including the information set forth under ‘Compensation Discussion and Analysis’ and other related tables and disclosure, is hereby approved.”

This proposal, commonly known as “say-on-pay,” provides you the opportunity to express your views on the Company’s executive compensation practices. Because your vote is advisory, it will not be binding upon the Board. However, the Executive Compensation Committee will carefully consider the outcome of the vote when making future executive compensation decisions on behalf of the Company.

At the 2020 Annual Meeting, shareholders approved our named executive officer compensation policies by a strong majority, with approximately 92% of shareholder votes cast in favor of our 2020 say-on-pay resolution (including abstentions and excluding broker non-votes). We expect to bring a similar proposal to you at each annual meeting of shareholders.

	2020	91% approval
	2019	93% approval

As described more fully in the “Compensation Discussion and Analysis” section herein, the Board believes that the Company’s executive compensation policies are balanced, appropriately focused on pay for performance principles, aligned with the long-term interests of our shareholders, and enable the Company to attract and retain experienced senior executives.

Voting Recommendation

PThe Board unanimously recommends that you vote FOR this Proposal 2.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Compensation and Other Information – Table of Contents

41	NAMED EXECUTIVE OFFICERS
42	COMPENSATION DISCUSSION AND ANALYSIS
42	SECTION 1: EXECUTIVE SUMMARY
45	Key Performance Objectives During Fiscal Year 2020 for the Annual Incentive Plan
46	2020 Performance Highlights
49	2020 Compensation Elements
50	Fiscal Year Target Total Compensation Mix
50	2020 Key Executive Compensation Outcomes
51	Response to the 2020 Say-On-Pay Vote and Key Changes to Compensation Program
51	Key Performance Objectives During Fiscal Year 2020 for the Annual Incentive Plan
51	Key Changes to Executive Compensation Program for Fiscal Year 2020
51	Key Changes to Executive Compensation Program for Fiscal Year 2021
52	Review of Executive Compensation Best Practices
52	SECTION 2: KEY OBJECTIVES AND SETTING EXECUTIVE COMPENSATION
52	Guiding Principles and Objectives
54	Setting Executive Compensation
55	Comparable Company Compensation Data and Peer Group Used for Fiscal Year 2020 Executive Compensation Decisions

57	SECTION 3: FISCAL YEAR 2020 EXECUTIVE COMPENSATION DECISIONS
63	Long-Term Equity Incentive Awards
70	SECTION 4: OTHER COMPENSATION MATTERS AND BENEFIT PROGRAMS
70	Stock Ownership Requirements
71	Benefit Programs
73	Deductibility of Executive Compensation
73	Executive Compensation Committee Report

74	EXECUTIVE COMPENSATION TABLES
74	Summary Compensation Table
76	All Other Compensation — Detail
77	CEO Pay Ratio
78	Grants of Plan-Based Awards Fiscal Year 2020
79	Outstanding Equity Awards at Fiscal Year-End
80	Option Exercises and Stock Vested
81	Pension Benefits Fiscal Year 2020
81	Nonqualified Deferred Compensation Fiscal Year 2020
82	Potential Payments Upon Termination of Change in Control
83	Potential Payments Upon Termination or Change in Control Table
85	Securities Authorized for Issuance Under Equity Compensation Plans

Named Executive Officers

The following individuals are our named executive officers for fiscal year 2020 as listed in the Summary Compensation Table below (the “Named Executive Officers” or “NEOs”).

Bradley H. Feldmann	Chairman, President and Chief Executive Officer
Anshooman Aga	Executive Vice President and Chief Financial Officer
Michael Knowles	Senior Vice President of Cubic and President of Cubic Mission and Performance Solutions
Grace G. Lee	Senior Vice President of Cubic and Chief Human Resources and Diversity Officer
Jeffrey B. Lowinger	Senior Vice President of Cubic and President of Cubic Transportation Systems
Michael R. Twyman(1)	Former Senior Vice President of Cubic and President of Cubic Mission Solutions

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the Company’s compensation philosophy and the objectives of the Company’s compensation program for its executive officers, including the NEOs, and how the Executive Compensation Committee oversees the executive compensation program. This Compensation Discussion and Analysis also describes the compensation determination process for fiscal year 2020 and how each element of compensation was determined.

SECTION 1: EXECUTIVE SUMMARY

A Focus on Resiliency and Agility in a Year of Unprecedented Global Crisis

COVID-19, officially declared a global pandemic in March 2020, has presented challenges and impacts on each of our businesses and our financial performance for the fiscal year. At the onset of the pandemic, Cubic’s customers (primarily U.S. and foreign state, regional and local governmental agencies) dramatically shifted their focus to safety, crisis management and budget conservation. Our customers in the public transportation sector have faced unprecedented challenges in 2020 as they continue to deliver an essential service to provide safe mobility options for travelers, but with greatly reduce operating revenues from all funding sources, especially public transit ridership, which plummeted by 90% in some cities.

While Cubic has not experienced any cancelations of existing projects and our pipeline remains robust, our financial results in fiscal year 2020 were impacted by delays in new awards and, to a lesser extent, lower ridership, and we expect this dynamic to continue until the funding situation and operating environment improves for our customers. In our Defense business, we have also experienced delays in new orders as well as a slowdown of training exercises. We estimate that the COVID-19 pandemic negatively impacted Sales by up to $73 million and Adjusted EBITDA by up to $28 million during fiscal year 2020. While the estimated impacts of COVID-19 may not have been overly material to Cubic’s operations, relative to the ambitious manner in which Cubic established its incentive plan goals for fiscal year 2020, we believe these reductions had a significant negative impact on award calculations.

Against a backdrop of economic challenges and uncertainty, we continued to advance our strategic priorities and delivered good financial performance, which is summarized in the Financial Performance discussion below.

Resilience to the Pandemic

Beginning in March 2020, Cubic took decisive action to respond to the unprecedented disruption and related risks surrounding the COVID-19 pandemic and to protect the interests of the Company, our employees, our customers, our shareholders and our other stakeholders. To guide the Company’s efforts throughout the pandemic, the Cubic leadership team focused on three main priorities — Care for our People, Care for our Employees and Focus on Essentials. We believe that our strong culture and talented, experienced teams have enabled us to effectively address these priorities and our results and progress this year demonstrate that. We imposed mandatory stay-at-home remote work except for essential work, including our service associates who continued to serve our customers, and our production associates, who continued to work to meet customer commitments. Our 6,000 talented employees have done an excellent job delivering mission critical solutions to our customers during these increasingly complex times while safeguarding the well-being of our teams. As a result of the Company’s proactive measures, our operations did not miss any production days and did not have any significant disruption to our business. Importantly, the Company has no reported cases of employee-to-employee contraction of COVID-19.

The table below summarizes the key areas of focus and actions taken by the Company in response to the challenges in fiscal year 2020 relating to the business disruption and risks surrounding the COVID-19 pandemic.