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


TESSCO Technologies Incorporated
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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We are pleased to invite you to attend the TESSCO Technologies Incorporated 2020 Annual Meeting of Shareholders scheduled to be held on July 24, 2020 at 11:00 a.m. Eastern Time. We will conduct the Annual Meeting this year exclusively on line via live audio webcast, so our shareholders can participate from any geographic location. We believe this will enhance accessibility to our Annual Meeting and improve shareholder communication. In light of the evolving public health and safety issues surrounding the coronavirus ("COVID-19") pandemic you will not be able to attend the Annual Meeting in person. Instead, you will be able to attend the Annual Meeting remotely by visiting https://web.lumiagm.com/225455207 and following the prompts, which will also require you to have available and to provide your specific identifying "control number", which was separately mailed to you if you are a shareholder of record.

We would like to highlight a few areas of particular significance for the Board this year.

Within some of the industries we serve, FY20 was a year of significant market headwinds that challenged us throughout the year. In particular, our Retail segment performance was disappointing, and was further affected in the fourth quarter by the significant impact of COVID-19 on the global retail market. To manage our Retail segment in this environment, we took aggressive actions to reduce inventory, payroll expenses, and fulfillment and delivery expenses. In contrast, our Commercial segment performed well, with our Public Carrier market achieving record revenues in the fourth quarter. We continue to win market share and expect growth in this market in FY21. We remain focused on improving profitability over the long term and on taking strategic actions to ensure that Tessco is well positioned to capitalize on the growth, technological change and resultant complexity that will continue to drive our industry. We believe that our business fundamentals will get stronger as FY '21 progresses.

We are committed to sustainable environmental practices and operations, diversity and inclusion, and community involvement. We believe that these commitments are an integral component of growing shareholder value. With this in mind, we take a comprehensive approach to our people and products, our environmental impact and community.

In relation to our commitment to outstanding corporate governance practices, we focus on expertise, experience and diversity when evaluating the composition, organization and governance structure of our Board. This focus has enabled us to build a strong independent Board with an effective mix of institutional knowledge and differentiated backgrounds.

We believe that diverse backgrounds, experiences and expertise on our Board strengthen our Board's performance and promote the creation of long-term shareholder value. As such, the Nominating and Governance Committee of the Board is committed to actively seeking highly qualified women and minority candidates to serve on our Board and has selected Stephanie Dismore as a highly qualified nominee for election to the Board this year.

Shareholder feedback has and will continue to greatly influence and shape our governance and executive compensation practices. We greatly appreciate your feedback and your support. We look forward to continuing the dialogue with you and are excited about the future of Tessco.

Virtual Meeting Site: https://web.lumiagm.com/225455207. The 2020 Annual Meeting of Shareholders ("Annual Meeting") will be held exclusively online via live audio webcast, in a virtual meeting format. See "How to Attend", below, for instructions on how to access and remotely participate at the Annual Meeting

Also, to act upon any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof, and any proposal presented for the adjournment of such meeting.

The Board of Directors has fixed May 28, 2020 as the record date for the Annual Meeting. This means that only shareholders of record as of the close of business on that date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements thereof.

Shareholders of record can vote their shares in advance of the Annual Meeting by proxy, either by telephone, using the Internet or by mail; or shareholders of record may attend and participate and vote their shares at the Annual Meeting, remotely via the Internet. On or about June 12, 2020, we mailed to our shareholders a notice containing instructions on how shareholders may access online or obtain paper copies of our 2020 Proxy Statement, Annual Report on Form 10-K for the fiscal year ended March 29, 2020, and how a proxy may be submitted or authorized via telephone, by mail, or over the Internet, in advance of the Annual Meeting. Such notice also contains instructions on how to access and participate remotely, and vote, at the Annual Meeting. Beneficial owners should be provided with instructions from their bank, broker or other holder of record with regard to how they may vote in advance of the Annual Meeting, and how they may attend and participate, and vote, at the Annual Meeting.

As a result of the COVID-19 pandemic, and concern for the health and safety of our shareholders, directors and associates, our Annual Meeting will be conducted exclusively online via live audio webcast, in a virtual meeting format. The Annual Meeting live audio webcast will begin promptly at 11:00 a.m. Eastern Time on July 24, 2020. Online check-in will begin at 10:30 a.m. Eastern Time. Shareholders of record, beneficial owners and invited guests of Tessco will be able to attend the Annual Meeting, remotely.

Aric Spitulnik
Chief Financial Officer, Senior Vice President and Corporate Secretary
June 12, 2020

TESSCO Technologies Incorporated
11126 McCormick Road
Hunt Valley, Maryland USA 21031

This Proxy Statement is made available to shareholders of TESSCO Technologies Incorporated, a Delaware corporation (the "Company" or "Tessco" or "we" or "our"), in connection with the solicitation by the Board of Directors of the Company (the "Board") of proxies for use at the 2020 Annual Meeting of Shareholders ("Annual Meeting") to be held exclusively online via a live audio webcast in a virtual meeting format, on Friday, July 24, 2020 at 11:00 a.m., Eastern Time, and at any adjournment or postponement thereof.

Pursuant to the e-proxy rules and regulations adopted by the United States Securities and Exchange Commission ("SEC"), we have elected to provide access to our proxy materials over the Internet. On or about June 12, 2020, we mailed to our shareholders a notice (the "E-Proxy Notice") containing a "control number" and instructions on how to access online this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 29, 2020 ("Annual Report"), and on how a proxy may be submitted or authorized via telephone, by mail or over the Internet, in advance of the Annual Meeting. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting proxy materials included in the E-Proxy Notice. These materials will be available free of charge and will be sent to you within three business days of your request. Neither our Annual Report to Shareholders nor our Annual Report constitutes soliciting materials, but provides you with additional information about Tessco. The control number contained in the E-Proxy Notice is an identifying number specific to each stockholder of record, and will also permit a shareholder to access and remotely participate at the Annual Meeting online via live audio webcast.

Certain shareholders who share the same address may receive only one copy of the E-Proxy Notice, this Proxy Statement, our Annual Report or our 2020 Annual Report to Shareholders in accordance with a notice delivered earlier this year from such shareholders' bank, broker or other holder of record unless the applicable bank, broker or other holder of record received contrary instructions. This practice, known as "householding," is designed to reduce printing and postage costs. Shareholders owning their shares through a bank, broker or other holder of record who wish to either discontinue or commence householding may request or discontinue householding, or may request a separate copy of the E-Proxy Notice and, if applicable, this Proxy Statement, the 2020 Annual Report to Shareholders or the Annual Report, either by contacting their bank, broker or other holder of record at the telephone number or address provided in the above referenced E-Proxy Notice, or contacting us by e-mail to corporatesecretary@tessco.com, or by mail to Corporate Secretary, TESSCO Technologies Incorporated, 11126 McCormick Road, Hunt Valley, Maryland 21031. Shareholders who are requesting to commence or discontinue householding should provide their name, the name of their broker, bank or other record holder, and their account information.

The solicitation of proxies is being made primarily by mail and through the internet, but directors, officers, employees, and contractors retained by the Company may also engage in the solicitation of proxies by telephone. The cost of soliciting proxies will be borne by the Company. The Company has retained the services of Innisfree M&A Incorporated to assist in the solicitation of proxies, at a cost to the Company for basic services of approximately $12,500. Depending upon the circumstances, the scope of services to be provided by Innisfree may expand, and cost would be expected to increase correspondingly. In addition, the Company may reimburse brokers, custodians, nominees and other record holders for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners.

The Board has fixed the close of business on May 28, 2020 as the record date for determining the shareholders of the Company entitled to notice of and to vote at the Annual Meeting. On the record date, 8,641,700 shares of common stock, $0.01 par value per share, of the Company were issued and outstanding. Each share of common stock entitles the holder to one vote on each matter to be voted on at the Annual Meeting. There is no cumulative voting for the election of directors.

The presence, remotely or by proxy, of at least a majority of the total number of shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. If there are not sufficient votes for a quorum, or if otherwise determined to be necessary or appropriate, the Annual Meeting may be adjourned or postponed from time to time, including in order to permit the further solicitation of proxies. Shares voted "FOR" or "AGAINST" with respect to any proposal as well as submitted proxies that "WITHHOLD AUTHORITY", "ABSTAIN" or reflect "non-voted shares" will be counted for purposes of determining whether a quorum is present.

Your vote is important. Most shareholders have a choice of directing their vote over the Internet prior to the Annual Meeting, by using a toll-free telephone number or by completing a proxy card and mailing it in a postage-paid envelope that we will provide to you upon your request. Please check the information forwarded by your bank, broker or other holder of record to see what options are available to you. The Internet and telephone proxy vote facilities for shareholders of record are expected to remain open until the time that the voting concludes and the polls are closed at the Annual Meeting, but may remain open or be reopened if determined to be necessary or appropriate, or in the event of any adjournment or postponement of the Annual Meeting. Shareholders of record may also vote via the Internet during the live audio webcast of the Annual Meeting. In order to do so, a shareholder will need access to and will be required to input the control number assigned to that shareholder, as well as the last four digits of the shareholder's social security or tax identification number. We encourage all shareholders to vote by proxy in advance of the meeting. This will avoid any last minute technical difficulties that a shareholder may otherwise experience in attending remotely and voting during the Annual Meeting, and facilitate a prompt tabulation of the vote.

A shareholder may, with respect to the election of directors (i) vote "FOR" the election of the nominees, (ii) "WITHHOLD AUTHORITY" to vote for all nominees, or (iii) vote "FOR" the election of all nominees other than any nominee with respect to whom the shareholder withholds authority to vote. A shareholder may, with respect to each other matter specified in the notice of meeting, (i) vote "FOR" the matter, (ii) vote "AGAINST" the matter, or (iii) "ABSTAIN" from voting on the matter.

All shares of common stock entitled to vote and represented by properly submitted proxies received prior to the Annual Meeting and not revoked, will be voted in accordance with your instructions. If no instructions are specified, the shares of common stock represented by a properly submitted proxy will be voted in accordance with the recommendations of the Board. The Board recommends a vote "FOR" the election of all director nominees, "FOR" the ratification of Ernst &

Young LLP as our independent registered accounting firm for fiscal year 2021, and "FOR" the approval of our named executive officers ("NEO") compensation for fiscal year 2020.

A submitted proxy may indicate that all or a portion of the shares represented by the proxy are not being voted by the shareholder with respect to a particular matter. This could occur, for example, when a broker is not permitted to vote common stock held in street name on certain matters in the absence of instructions from the beneficial owner of the common stock. These "nonvoted shares", also referred to as "broker non-votes" (i.e., shares subject to a proxy which are not being voted by a broker or other nominee with respect to a particular matter), will be considered shares not present and entitled to vote on such matter, although these shares may be considered present and entitled to vote for other purposes and will count for purposes of determining the presence of a quorum.

A proxy may be revoked at any time before its exercise by the filing of a written revocation with Aric M. Spitulnik, Corporate Secretary of the Company, by timely providing a later dated proxy (including by Internet or telephone vote), or by remotely attending the Annual Meeting and voting at such meeting. Mere attendance or participation at the Annual Meeting will not revoke a proxy, and if you are a beneficial owner of shares not registered in your own name, you will need additional documentation and instructions from your record holder to access and vote personally at the Annual Meeting the shares you beneficially own.

The affirmative vote of a majority of the shares of common stock present remotely or by proxy at the Annual Meeting and entitled to vote thereon is required to approve each matter requiring the approval of shareholders, other than the vote on election of directors, which is by plurality vote. Under Delaware law, abstentions with respect to matters other than the election of directors are generally considered as shares present and entitled to vote and thus have the same effect as a vote against such matter. "Nonvoted shares" or "broker non-votes" with respect to such a matter will not be considered as entitled to vote on the matter, and although present for purposes of determining a quorum, will not otherwise affect the determination of whether the matter is approved.

The vote on NEO compensation, sometimes referred to as a "say-on-pay" vote, is an advisory (non-binding) vote only, and therefore, it will not bind the Company or the Board. However, the Board and the Compensation Committee will consider the voting results as appropriate when making future compensation decisions for our NEOs. The compensation paid to our NEOs, as disclosed in this Proxy Statement, will be approved, on an advisory (non-binding) basis, upon shareholder approval of this proposal.

In an uncontested election, if a nominee to the Company's Board of Directors has a greater number of votes withheld than votes received "FOR" election, then that nominee will not have received a majority of the votes cast in his or her election, and our bylaws provide that such nominee will, within ten business days after the certification of the election results providing for the election of the nominee, submit to the Board a letter of resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will then assess the appropriateness of the continued service of such nominee and recommend to the Board the action to be taken on such tendered resignation. The Board will determine what action to take within ninety days after the date of the certification of election results.

The Board knows of no matters that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. Submission of a proxy, however, confers on the designated proxy the authority to vote the shares in accordance with their discretion on such other business, if any, as may properly come before the Annual Meeting or any adjournment or

postponement thereof. If, for example, our Board or our Chairman or President determines to direct one or more adjournments of the meeting, the persons named as proxies on the enclosed proxy card will have discretionary authority to vote the shares represented by proxies in the event that it is determined to submit a proposal for adjournment to a vote. Proxies solicited by means of this Proxy Statement will be tabulated by inspectors of election designated by the Board, who will not be employees or directors of the Company or any of its affiliates.

Our Board presently consists of eight directors with each director serving a term that continues until the annual meeting of shareholders in the year following his or her election or appointment and until his or her successor is elected and qualified. Messrs. Baitler, Barnhill, Beletic, Gaffney, Mukerjee, Shaughnessy, and Zifferer, each of whom is an incumbent director, have been nominated by the Board for re-election at the Annual Meeting, to serve for an additional one-year term expiring at the Annual Meeting of Shareholders in 2021 and until their successors are elected and qualified. In addition, Ms. Dismore has been nominated by the Board for election to serve for a one-year term, expiring at the Annual Meeting of Shareholders in 2021, and until her successor is elected and qualified. In the event that any nominee is unable or unwilling to serve, the Board may name a substitute nominee and the persons named in the proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board has no reason to believe that any nominee named herein will be unable or unwilling to serve.

The Board unanimously recommends a vote "FOR" the election of each of the nominees nominated by the Board.

Set forth below is information concerning the nominees for election at the Annual Meeting.

Jay G. Baitler, age 73, has been a director of the Company since 2007. Mr. Baitler is an Operating Partner at Atlas Holdings LLC, a private equity holding company which he joined in 2012. He served as Executive Vice President of Staples Contract Division from 2004 until his retirement in 2012. Prior to serving as Executive Vice President of Staples Contract Division, Mr. Baitler served as Mid-Atlantic Regional President and Senior Vice President, Contract Division at Staples. Prior to joining Staples in 1995, Mr. Baitler served as the Northeast Regional President at BT Office Products and President of Summit Office Supply.

Mr. Baitler oversaw significant growth at Staples, both organic and acquired, and was personally responsible for the integration of the largest acquisition in Staples' history—the $4.4 billion acquisition of Corporate Express. He is well qualified to serve as a member of our Board due to his management, sales, marketing, procurement, business development, supply chain, vendor management, ecommerce and contract expertise.

Robert B. Barnhill, Jr., age 76, served as President and Chief Executive Officer of the Company since founding the business in its current form in 1982, until September 1, 2016, when he was succeeded in these positions by Murray Wright and, consistent with his employment agreement, began a two-year transition period as our Executive Chairman that ended in September 2018. Mr. Barnhill has been a director of the Company since 1982 and has been Chairman of the Board since November 1993.

Mr. Barnhill is well qualified to serve as a member of our Board based on his experience as our long-standing CEO who has presided over our extensive growth.

John D. Beletic, age 68, has served as a director of the Company since July 1999 and as Lead Director since August 2008. Mr. Beletic was CEO of X-IO Technologies from November 2011 to May 2014 and served on its Board until 2016. Mr. Beletic was a venture partner or operating partner with Oak Investment Partners, a venture capital firm, from July 2002 to April 2018. Mr. Beletic serves on the Board of Directors of Shareablee, a social media analytics company, and J5 Infrastructure, a provider of site selection, zoning and engineering services to the mobile carrier industry. Earlier in his career, Mr. Beletic served as CEO of telecommunications companies Tigon Corporation, PageMart Wireless, and Weblink Wireless.

Mr. Beletic is well qualified to serve as a member of our Board due to his extensive experience leading companies in the telecommunications and technology industries and his experience evaluating and managing various companies during his tenure in the private equity industry.

Stephanie Dismore, age 47, has been nominated by the Board for election for the first time at the Annual Meeting. Ms. Dismore has served at HP, Inc. ("HP") since 1999 and since 2019 has served as the Senior Vice President and Managing Director, North America for HP, where she leads all aspects of HP's market strategy and P&L management for HP's largest geographic market. Prior to 2019, Ms. Dismore served as Vice President North America for HP since 2011. Her organization is responsible for driving direct and indirect sales engagements across HP's portfolio of products and services, for commercial, consumer and public sector customers segments totaling approximately $22 billion in revenue. Ms. Dismore is a committed advocate for advancing diversity and inclusion initiatives in the workplace and helped found HP's Global Diversity Board. She supports HP's Women's Impact Network, mentors several female HP employees and is regularly called upon to speak on women's advancement through Women in Technology events, interviews and contributed content. Ms. Dismore's board experience includes board appointments for the Anti-Defamation League, Boys & Girls Clubs of the Austin area, Consumer Technology Association and the HP Employee Political Action Committee (PAC).

Ms. Dismore is well qualified to serve as a member of our Board, due to her extensive experience in executive positions at HP and her knowledge and skills relating to marketing, sales and P&L management, as well as her board experience for a number of organizations.

Paul J. Gaffney, age 53, was appointed as a director of the Company in June 2018. Mr. Gaffney joined Kohl's as Senior Executive Vice President and Chief Technology Officer in September 2019. Prior to joining Kohl's, Mr. Gaffney served as Executive Vice President and Chief Technology Officer at Dick's Sporting Goods from November 2017 to September 2019. From August 2014 to November 2017, Mr. Gaffney served as Senior Vice President, Information Technology for The Home Depot, Inc. Prior to joining The Home Depot, Inc., Mr. Gaffney was the founding CEO of Keeps, Inc., from January 2014 to August 2014 and previously the Chief Executive Officer of AAA of Northern California, Nevada, and Utah from October 2011 to October 2014, where he also served as Chief Operating Officer from June 2009 until October 2011. From 1995 to 2011, Mr. Gaffney held senior leadership roles in operations and technology at Desktone, Inc., Staples, Inc., Charles Schwab & Co., and Office Depot. Mr. Gaffney is a member of the Board of Directors of Experticity, Inc. and is a Henry Crown Fellow at the Aspen Institute.

Mr. Gaffney is well qualified to serve as a member of our Board based on his vast experience in executive positions, primarily focused on information technology.

Sandip Mukerjee, age 57, has served as President and Chief Executive Officer of the Company since August, 2019. From 2016 until joining Tessco as its President and Chief Executive Officer, Mr. Mukerjee served as the President of the Global Professional and Consulting Services business for Nokia Software. From 2006-2016, he worked at Alcatel Lucent, starting as the SVP of marketing and business development and culminating in his role as President and General Manager of IP Platforms for the Americas. Mr. Mukerjee began his career at AT&T/Lucent Bell Labs where he held a variety of technical, product management and global strategy positions.

Mr. Mukerjee is well qualified to serve as a member of our Board based on his nearly 30 years of global experience in the wireless and telecom industry in a variety of executive roles including business and strategy development, marketing and general management.

Dennis J. Shaughnessy, age 73, has been a director of the Company since 1989. He served as Executive Chairman of the Board of FTI Consulting Inc. FTI is a leading global consulting firm with $2.5 billion in revenues with operations in 24 countries and is traded on the New York Stock Exchange with a market cap of approximately $4.9 billion. Mr. Shaughnessy retired as Executive Chairman of FTI effective December 17, 2013. Prior to joining FTI, Mr. Shaughnessy served as General Partner of Grotech Capital Group, a private equity firm, leading its traditional industry group, managing $1.0 billion in private equity. Prior to joining Grotech, Mr. Shaughnessy had been President and CEO

of CRI International, an international petroleum refining service business, which was sold to Shell Oil in 1989.

Mr. Shaughnessy is well qualified to serve as a member of our Board due to his extensive experience in leading a large global consulting firm as well as his experience evaluating and managing various companies during his tenure in the private equity industry.

Morton F. Zifferer, Jr., age 72, has been a director of the Company since November 1993. He has served as Chairman and CEO of New Standard Corporation, a privately held metal products manufacturing firm, since 1983. Mr. Zifferer and New Standard Corporation have partnered with several Fortune 500 companies globally to implement Six-Sigma continuous improvement activities and execute lean manufacturing techniques and sophisticated supply chain strategies and practices.

Mr. Zifferer is well qualified to serve as a member of our Board due to his extensive experience in providing manufacturing and supply solutions to large global companies. Mr. Zifferer is also the Audit Committee's financial expert.

After 25 years of service to Tessco, Dr. Konsynski will retire from the Board at the 2020 Annual Meeting. Dr. Konsynski has brought keen insight to a variety of technology and business initiatives over a lengthy period of service, and the Board wishes him all the best in his future endeavors.

The Board has determined that, other than Mr. Mukerjee and Mr. Barnhill, each of the current directors is independent within the meaning of the Company's director independence standards, which reflect both the Nasdaq and SEC director independence standards, as currently in effect. The four standing committees of the Board are comprised solely of independent directors with the exception of the Risk and Strategy Committee which includes Mr. Barnhill as a member. In addition, each of the four standing committees is chaired by an independent director.

Tessco believes that there are a wide array of leadership structures that could apply to many different business models and, therefore, that every company should be afforded the opportunity to determine the ideal structure for its board leadership. Leadership structures may change over time to best suit the Company's current needs. Tessco's Chairman of the Board and Chief Executive Officer roles are divided between Mr. Barnhill and Mr. Mukerjee. Subject to shareholder election, Mr. Barnhill will continue to serve on the Board and the roles of Chairman of the Board and Chief Executive Officer will continue to be divided.

Beginning in fiscal year 2008, the Board established a Lead Director who is independent and is responsible for (1) assuring that the independent directors meet in executive sessions typically before and/or after each Board meeting, (2) facilitating communications between other independent directors and the Chairman of the Board and Chief Executive Officer, and (3) consulting with the Chairman of the Board and Chief Executive Officer on matters relating to corporate governance and Board performance. The Lead Director is elected by our independent directors, upon the recommendation of the Nominating and Governance Committee, and his term as Lead Director runs from one Annual Meeting of Shareholders to the next Annual Meeting of Shareholders. Mr. Beletic currently serves as our Lead Director, and it is anticipated that he will continue to serve in that role following the Annual Meeting.

The Board has an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Risk and Strategy Committee. The membership during fiscal year 2020 and the

function of each of the committees is described below. The Board met four times during fiscal year 2020, and during that period no director attended fewer than 75% of the total number of meetings of the Board and Committees on which that director served. The Company does not have a policy on director attendance at annual meetings, but all of our directors are invited and encouraged to attend annual meetings. All eight directors were in attendance (in person or via phone) at our 2019 Annual Meeting of Shareholders.

The Audit Committee is primarily concerned with the effectiveness of the auditing efforts by the Company's independent registered public accounting firm. The Audit Committee's duties include approving the selection of the Company's independent registered public accounting firm, reviewing both the scope of audits conducted by them and the results of those audits, and reviewing the organization and scope of the Company's internal system of accounting and financial controls. The Audit Committee met five times during fiscal year 2020. The Audit Committee also reviews its charter on an annual basis and recommends to the Board updates to such charter when it deems it appropriate. A copy of the Audit Committee charter is available for review on our Website (www.tessco.com), under the heading "Investors." The Board has determined that Mr. Zifferer is the Audit Committee "financial expert" as defined by applicable SEC rules and is "independent" within the meaning of the applicable Nasdaq Rules. Mr. Zifferer serves as Chairman of the Audit Committee. Mr. Konsynski, who currently serves as a member of the Audit Committee, will retire from the Board at the Annual Meeting, after which the board plans to appoint John Beletic to serve of as the third member of the Audit Committee.

The Compensation Committee provides assistance to the members of the Board in fulfilling their responsibilities to our shareholders with regard to matters relating to compensation practices of the Company, including salary and other forms of compensation. The Compensation Committee's primary duties and responsibilities are to formulate and recommend compensation policies of the Company that will enable the Company to attract and retain high-quality leadership in ways that are consistent with the Company's established compensation philosophy. The Compensation Committee administers the Company's incentive compensation plans, including our 2019 Stock and Incentive Plan. The Compensation Committee met seven times during fiscal year 2020. The Compensation Committee also reviews its charter on an annual basis and recommends to the Board updates to such charter when it deems it appropriate. A copy of the Compensation Committee charter is available for review on our

Website (www.tessco.com), under the heading "Investors." Mr. Beletic currently serves as Chairman of the Compensation Committee. The Compensation Committee has the authority to select, retain or obtain the advice of any compensation consultant, legal counsel or other advisor as it deems necessary to assist with its duties and responsibilities. The Company has not to date employed a compensation consultant.

The Company has a Nominating and Governance Committee, the functions of which include, among other things, making recommendations to the Board regarding matters and practices concerning the Board, its committees and individual directors; evaluating the current composition and governance structure of the Board and determining its future requirements; making recommendations concerning nominees for election to the Board; and appointing directors to Board committees and selecting Chairpersons of the Board committees. The Nominating and Governance Committee met six times during fiscal year 2020. The Nominating and Governance Committee also reviews its charter on an annual basis and recommends to the Board updates to such charter when it deems it appropriate. A copy of the Nominating and Governance Committee charter is available for review on our Website (www.tessco.com), under the heading "Investors." Dr. Konsynski currently serves as Chairman of the Nominating and Governance Committee. Upon the retirement of Dr. Konsynski from the Board at the Annual Meeting, the Board plans to appoint Mr. Gaffney to serve as Chairman of the Nominating and Governance Committee. The Board will add a third member to the Nominating and Governance Committee following the Annual Meeting.

The Nominating and Governance Committee has determined, in its view, that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate an ability to make a meaningful contribution to the Board's oversight of the business and affairs of the Company, and have an impeccable record of and reputation for honest and ethical conduct in both his or her professional and personal activities. The Committee also examines a candidate's specific experiences and skills, time availability, potential conflicts of interest and independence from management and the Company. The Committee has a formal policy with respect to diversity, a copy of which is available for review on our Website (www.tessco.com), under the heading "Investors" and believes that it is essential that the Board is comprised of members that have diverse backgrounds, skill sets, education and professional experience. The Nominating and Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using criteria such as that described above, and is committed to continuing to actively seeking highly qualified women and minority candidates. The Board also follows the overall Company philosophy regarding maintaining an environment free from discrimination based upon race, color, religion, national origin, sex, age, disability, sexual orientation, marital status or any unlawful factor. The Committee has determined that a director shall not be re-nominated by the Board to serve as a directors beyond the end of an elected term during which the director achieves his or her 76^th birthday, provided that the Board may re-nominate a director to serve for one additional term commencing after the end of an elected term during which the director achieves his or her 76^th birthday if the Board determines that the director's particular circumstances, contributions or expertise so warrant. The Board believes that it is important for the Board and the executive officers to be committed to the long-term retention and creation of value for shareholders. Accordingly, each independent member of the Board should own at least 10,000 shares of the Company's common stock by the third anniversary of such director's initial election.

Director candidates are identified through various means, including recommendations of current directors and executive officers, by the retaining third-party consultants to assist in this process, and by considering director candidates recommended by shareholders. In considering candidates submitted by shareholders, the Committee will consider the needs of the Board and the qualifications of the candidate. The Committee may also consider other factors it determines to be relevant, such as the

number of shares held by the recommending shareholder and the length of time that such shares have been held. For the Committee to consider a candidate, a shareholder must submit the recommendation in writing and must include the name of the shareholder and evidence of the person's ownership of Company stock, including the number of shares owned and the length of time of ownership, and the name of the candidate, the candidate's resume or a listing of his or her qualifications to be a director of the Company and the person's consent to be named as a director if selected and nominated. The shareholder recommendation and information must be sent to our Corporate Secretary at 11126 McCormick Road, Hunt Valley, Maryland 21031 and comply with the procedural requirements set forth in our bylaws and discussed more fully herein under the heading "Shareholder Proposals for the 2021 Annual Meeting". Once a potential candidate has been identified, the Committee may collect and review information regarding the candidate to assess whether the person should be considered further. If the Committee determines that the candidate warrants further consideration, personal contact with the candidate may be made and further review of the candidate's accomplishments, qualifications and willingness to serve may be undertaken and compared to other candidates. The Committee's evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated above, the Board may take into consideration other factors, such as the number of shares held by the recommending shareholder and the length of time that such shares have been held.

The Board has a Risk and Strategy Committee, the primary duties and responsibilities of which includes working closely with executive management to assess risks to the business, review capital allocation and growth strategies, as well as review potential acquisitions, divestitures and other strategic transactions. Mr. Shaughnessy currently serves as Chairman of the Risk and Strategy Committee. The Risk and Strategy Committee met one time during fiscal year 2020. A copy of the Risk and Strategy Committee charter is available for review on our Website (www.tessco.com), under the heading "Investors."

The Board recommends that shareholders initiate any communications with the Board in writing. Written communications may be directed to our Corporate Secretary. Shareholders can send communications by e-mail to corporatesecretary@tessco.com, or by mail to Corporate Secretary, TESSCO Technologies Incorporated, 11126 McCormick Road, Hunt Valley, Maryland 21031. This centralized process will assist the Board in reviewing and responding to shareholder communications in an appropriate manner. The name of any specific intended Board recipient should be noted in the communication. The Board has instructed the Corporate Secretary to forward such correspondence only to the intended recipients; however, the Board has also instructed the Corporate Secretary, prior to forwarding any correspondence, to review such correspondence and, in his discretion, not to forward certain items if they are deemed of a commercial or frivolous nature or otherwise inappropriate for the Board's consideration. In such cases, some of that correspondence may be forwarded elsewhere in the Company for review and possible response.

The Board oversees the business of the Company, including CEO and senior management performance and risk management, in an effort to assure that the long-term interests of the shareholders are being served. Each committee of the Board is also responsible for reviewing Company risk exposure in the area of the committee's responsibility and providing input to management on such risks.

Our management and Board have a process to identify, analyze, manage and report all significant risks to the Company. Our CEO and other senior managers regularly report to the Board on significant risks facing the Company, including financial, operational, competitive, legal, regulatory, cyber and strategic risks. Each of the Board committees reviews with management significant risks related to the committee's area of responsibility and reports to the Board on such risks. The independent Board members also discuss material risks when they meet in executive session without management.

The Company's Corporate Governance Guidelines prohibit our directors and executive officers from entering into hedging or monetization transactions or similar arrangements with respect to Company securities and from pledging any Company securities as collateral. A copy of the Company's Corporate Governance Guidelines is available for review on our Website (www.tessco.com) under the heading "Investors."

The current compensation program for independent directors is designed to achieve the following goals: fairly pay directors for work required for a company of our size; align directors' interests with the long-term interests of shareholders; and structure compensation in a simple and transparent format, which is easy for shareholders to understand.

In consideration for services on the Board, each non-employee director of the Company is paid $41,000 per fiscal year and the Lead Director of the Company is paid $51,000 per fiscal year. These fees represent a $16,000 increase approved effective for fiscal year 2020, in order to bring the fees in line with comparable sized companies. These fees had not previously been increased since fiscal year 2004. In addition, each non-employee director of the Company, including the Lead Director, is paid $2,500 for each meeting of the Board and $1,000 for each meeting of a Committee of the Board that he or she attends. The director compensation table below does not include reimbursements for reasonable out-of-pocket expenses incurred in connection with attendance at Board or Committee meetings. Directors are also eligible to receive Performance Stock Units, or "PSUs", Restricted Stock Units, or "RSUs", restricted stock, or other equity-based awards under our equity compensation plans. Since fiscal year 2012, independent directors have received annual awards of RSUs, at the beginning of each fiscal year. These awards provide for the issuance of shares of the Company's common stock in accordance with a vesting schedule, which typically provides for vesting of 25% of the shares on or about May 1 of each of the following four years, provided that holder remains associated with the Company (or meets other criteria as prescribed in the RSU award agreement) on each such date.

For fiscal year 2021, to improve the Company's cash position, the $41,000 annual consideration for services was paid by the grant of shares of restricted stock, with otherwise equivalent grant date fair market value, on May 15, 2020. Each non-employee Director received 9,403 shares of restricted stock that will vest in whole or in part, subject to certain conditions, on July 1, 2021. All other fees earned by Directors will continue to be paid in cash.

The following table summarizes the compensation awarded to, earned by, or paid to the Company's non-employee directors during fiscal year 2020:

(1): This column represents the number of RSUs granted (3,000 for each identified director), multiplied by the grant date fair value calculated as of the applicable grant date (calculated as the closing price of TESSCO common stock as reported by Nasdaq on the date of grant (May 10, 2019) minus the present value of dividends expected to be paid on the common stock before the RSU vests, because dividends or dividend-equivalent amounts do not accrue and are not paid on unvested RSUs), which was $16.06 per share. These shares have vested or will vest ratably on or about May 10 of 2020, 2021, 2022 and 2023, assuming that each director remains affiliated with the Company on those dates, and subject to accelerated vesting upon a change in control, election results or termination of service to the Company under certain circumstances. For a discussion of the assumptions made in the valuation of these awards, see Note 14 to the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2020. The total aggregate number of stock awards outstanding at fiscal year end for each directors is as follows: for Messrs. Baitler, Beletic, Shaughnessy and Zifferer, 7,250, for Mr. Barnhill, 6,750 and for Mr. Gaffney, 5,250.
(2): The Company provides Mr. Barnhill with a supplemental executive retirement plan (SERP), which provides a $75,000 annual pension benefit payable upon Mr. Barnhill's retirement or termination of employment for reasons other than cause Mr. Barnhill, now retired from employment with the Company, began receiving payments under this agreement in March 2019. The present value of the accumulated benefit of the SERP as recorded in the Company's financial statements is $920,985.

The following table sets forth information regarding the beneficial ownership of common stock of the Company, as of May 28, 2020, by (i) all shareholders known by the Company to beneficially own more than five percent of our common stock, (ii) each of our current directors and director nominee, (iii) all individuals serving as our Chief Executive Officer and Chief Financial Officer during fiscal year 2020 and our other three most highly compensated executive officers at 2020 fiscal year end (collectively, the "named executive officers" or "NEOs"), and (iv) all directors and executive officers as a group. Percentage of beneficial ownership is based on 8,641,700 shares of common stock outstanding on May 28, 2020. The amounts and percentage of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

Name of Beneficial Owner

Directors, Director Nominee and Named Executive Officers(1):
Robert B. Barnhill, Jr.(2)	1,636,423	18.9	%
Jay G. Baitler(3)	36,290	*
John D. Beletic(3)	68,010	*
Paul J. Gaffney(3)	18,403	*
Benn R. Konsynski, Ph.D.(3)	164,545	1.8	%
Dennis J. Shaughnessy(3)	48,807	*
Morton F. Zifferer, Jr.(3)	93,247	*
Stephanie Dismore	—	*
Joseph M. Cawley, Jr.(8)	23,469	*
Sandip Mukerjee	512	*
Douglas A. Rein(8)	124,609	1.4	%
Elizabeth S. Robinson(8)	53,867	*
Aric M. Spitulnik(8)	80,639	*
Murray Wright(8)	243,136	*
All Current Directors and Executive Officers as a group (14 persons)	2,591,957	30.0	%
Five Percent Shareholders:
Dimensional Fund Advisors(4)	636,862	7.5	%
Lakeview Investment Group.(5)	697,324	8.2	%
The Capital Management Corporations(6)	932,405	11.4	%
Renaissance Technologies, LLC(7)	487,400	5.7	%

Mr. Barnhill disclaims beneficial ownership over the shares held by the foundation. Also includes 9,403 shares of Restricted Stock issued in lieu of certain director fees for fiscal year 2021, in respect of which (or part of which) the risk of forfeiture will lapse on July 1, 2021, or earlier upon the occurrence of certain events.

(3): Includes for each 9,403 shares of Restricted Stock issued in lieu of certain director fees for fiscal year 2021, in respect of which (or part of which) the risk of forfeiture will lapse on July 1, 2021, or earlier upon the occurrence of certain events.
(4): Derived from Schedule 13G/A filed by Dimensional Fund Advisors LP on February 12, 2020, and which reports information as of December 31, 2019. Dimensional's address is Palisades West, Building One, 3600 Bee Cave Road, Austin, Texas 78746.
(5): Derived from Schedule 13D filed by Lakeview Investment Group & Trading Company, LLC. On May 29, 2020, indicating May 26, 2020 as the date of event requiring filing. Lakeview's address is 444 West Lake #1900, Chicago, Illinois 60606.
(6): Derived from Schedule 13G/A filed by The Capital Management Corporation on March 10, 2020, which reports information as of December 31, 2019. The Capital Management Corporation's address is 4101 Cox Road, Suite 110, Glen Allen, VA 23060.
(7): Derived from Schedule 13G filed by Renaissance Technologies, LLC on February 13, 2020, which reports information as of December 31, 2019. Renaissance's address is 800 Third Avenue, New York, New York 10022.
(8): Includes shares issuable upon the exercise of stock option award exercisable within 60 days at exercise prices ranging from $12.05 to $22.64 per share. For Mr. Cawley, 16,458 shares, for Mr. Rein, 51,792 shares, for Ms. Robinson, 42,958 shares, for Mr. Spitulnik, 55,208 shares and for Mr. Wright, 223,958 shares.

Proposal No. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected the firm of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending March 28, 2021, and the Company seeks ratification of such appointment by the shareholders. Ernst & Young LLP has audited our financial statements commencing with the fiscal year ended March 30, 2003. Representatives of Ernst & Young LLP are expected to attend the virtual Annual Meeting remotely and will have the opportunity to make a statement if they desire to do so, and be available to respond to appropriate questions.

Shareholder ratification of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to approve the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interest of our shareholders.

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Ernst & Young LLP for fiscal years 2020 and 2019:

Pursuant to the Company's Audit Committee Charter, all audit services and permitted non-audit services to be performed for the Company by its independent registered public accounting firm are pre-approved by the Audit Committee. The Committee has delegated authority to one or more members to pre-approve audit and permitted non-audit services (including pre-approval of fees), provided that the approvals granted by such persons are reviewed with the full Audit Committee at its next scheduled meeting. All fees incurred in fiscal years 2020 and 2019 and reflected in the table above were pre-approved.

The Board unanimously recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021.

Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was revised following the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), and requires that the Company seek an advisory, non-binding, shareholder vote on the compensation of our named executive officers ("NEOs") as disclosed in this Proxy Statement. Accordingly, as required by the Exchange Act and the rules mandated by the SEC, we are providing our shareholders with the opportunity to cast an advisory, non-binding, vote on the compensation of our NEOs, as disclosed in this Proxy Statement in accordance with and pursuant to the compensation disclosure rules of the SEC.

We believe that our compensation policies and procedures align with the long-term interests of our shareholders. The Company's compensation program is guided by a carefully considered philosophy that total executive compensation should vary based on achievement of defined financial and non-financial goals and objectives, both individual and corporate, and should be focused on long-term strategies to build shareholder value. The Compensation Committee acts diligently to provide compensation opportunities that are competitive and that emphasize performance with a long-term perspective. We believe that our philosophy and practices have resulted in executive compensation decisions that are appropriate and that have benefited the Company over time.

We invite you to consider the details provided in the COMPENSATION DISCUSSION AND ANALYSIS section of this Proxy Statement, as well as the SUMMARY COMPENSATION TABLE and other tabular information and related materials included in this Proxy Statement. These will present you with the breadth of the considerations that are taken into account when setting compensation and details of the valuation of the elements of the compensation program as a whole. The Summary Compensation Table and its footnotes allow you to view the trends in compensation and application of our philosophies and practices for the last three years.

Because your vote is advisory, it will not be binding. However, the Compensation Committee and the Board will take into account the outcome of the vote when considering future executive compensation arrangements.

The Company's current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs every year. It is expected that the next advisory vote will be held at the 2021 Annual Meeting of Shareholders.

The Board unanimously recommends that the shareholders vote, on an advisory, non-binding basis, "FOR" approval of the compensation of our Named Executive Officers for the fiscal year ended March 29, 2020, as disclosed in this Proxy Statement pursuant to the Compensation Disclosure Rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and other tabular information and related material.

The Compensation Committee, which is composed solely of independent directors, assists the Board in fulfilling its responsibilities with regard to compensation matters, and is responsible under its charter for determining the compensation of TESSCO's executive officers. The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this Proxy Statement with management, including our Chief Executive Officer, Sandip Mukerjee. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" section be included in TESSCO's 2020 Annual Report on Form 10-K (incorporated by reference herein) and in this Proxy Statement.

John D. Beletic, Chairman
Jay G. Baitler
Dennis J. Shaughnessy
Morton F. Zifferer

The Compensation Committee (the "Committee") of our Board of Directors (the "Board"), which is comprised entirely of independent directors, oversees our executive compensation program and determines all compensation for our executive officers. From time to time, the Committee requests recommendations from our Chief Executive Officer ("CEO") regarding the amounts, types and structure of our executive compensation. This section of the Proxy Statement focuses on the compensation program for our CEO, Chief Financial Officer ("CFO") and three other most highly compensated executive officers in fiscal year 2020, whom we refer to collectively as our "named executive officers", or "NEOs". Effective August 20, 2019, our Board of Directors appointed Sandip Mukerjee as President and Chief Executive Officer, to succeed Murray Wright. Mr. Wright continued to serve as a non-executive employee through the end of fiscal year 2020 to assist in transition. Our NEOs for purposes of this Compensation Discussion and Analysis are:


NEOs		Positions as of March 31, 2019
Murray Wright		President and CEO (through August 19, 2019)
Sandip Mukerjee		President and CEO (effective August 20, 2019)
Aric M. Spitulnik		Senior Vice President and CFO
Joseph M. Cawley		Senior Vice President
Douglas A. Rein		Senior Vice President
Elizabeth S. Robinson		Senior Vice President

TESSCO operates in the extremely competitive and rapidly changing wireless communication product and service industry. The Committee believes that compensation programs for our NEOs should and do align the financial interests of the NEOs with those of our shareholders. The programs are designed to attract, motivate and retain talented executives for our long-term success.

Our current executive compensation programs established by the Committee are heavily weighted to incentive compensation that is "at risk". The broad objectives of the programs are to:

During fiscal year 2020, revenues totaled $540 million, an 11% decrease over the prior year, and gross profits totaled $92 million, a 24% decrease. Our selling, general and administrative expenses were down 5% compared to fiscal year 2019. Earnings (loss) per share decreased to ($2.53) as compared to $0.65 in the prior year. Fiscal year 2020 was impacted by a 30% reduction in the Retail segment as well as by a goodwill impairment of $11.7 million. Additionally, our fiscal year 2020 fourth quarter results were significantly impacted by the COVID-19 pandemic. Overall results achieved in fiscal year 2020 did not meet the minimum targets established by the Compensation Committee near the beginning of the year, and the variable payments made to our NEOs in fiscal year 2020 are reflective of these results.

Our executive compensation program generally includes several elements that, taken together, we believe allow us to achieve the best alignment of Company growth, long-term shareowner value and team member retention. These elements are:

We strongly believe that our executives are properly motivated by appropriate base salaries and our pay for performance and other incentive programs. The Committee continues to believe equity-based compensation based on performance-based and time-vested stock grants are aligned with long-term shareholder interests. The Committee continually reevaluates its approach to executive compensation, and when circumstances are determined to justify it, the Committee makes adjustments. The Committee has more recently concluded that stock option grants to NEOs and others can also provide an effective retention and/or recruiting tool and additional incentive for driving long-term stock price growth and has increased its focus on stock option grants.

Subsequent to fiscal 2020 year end, during fiscal year 2021, the Committee also granted performance-based options to several members of management. These performance-based options generally provide rewards upon increased stock price, encourage retention and generally require that certain milestones be achieved as a condition to the full vesting of the option awards. These awards were issued in lieu of Performance Stock Units (PSUs) for fiscal year 2021. The Compensation Committee will continue to analyze the benefits and mix of both PSUs and options grants.

The Company makes use of the following components for NEO compensation, which are approved by the Committee, with recommendations or input from management where appropriate:




Component	Purpose	Relationship to Performance	Fixed or Performance Based	Short or Long Term

Base Salary	To provide an appropriate level of market competitive fixed compensation to attract and retain executives.	Pre-set amount subject to adjustment based on individual performance.	Fixed	Short-Term

Performance-based Annual Cash Bonuses	To encourage annual results that create shareholder value.	Linked to actual achievement of predetermined Company objectives and personal performance.	Performance Based	Short-Term

Performance Stock Award Program	To encourage annual results that create shareholder value, and to provide retention incentive.	Linked to actual achievement of predetermined Company objectives. Shares, if earned, vest over a four-year period.	Performance Based	Long-Term

Restricted Stock Award Program	To encourage long-term retention and shareholder value through alignment with continuation of the Company's dividend program.	Linked to continuation of the payment of dividends by the Company. Shares, if earned, cliff vest after a four-year period.	Performance Based	Long-Term

Stock Options	To encourage growth in shareholder value, and to provide retention incentive.	Based solely on growth in Company stock price from the grant date.	Fixed (though value increase dependent on positive stock performance)	Long-Term

Performance Stock Options	To encourage growth in shareholder value and the achievement of operating milestones, and to provide retention incentive.	Based on growth in Company stock price from the grant date and requires achievement of predetermined operating milestones.	Performance Based	Long-Term

Retirement and other benefits	To provide retention incentive and varying levels of nonperformance-based compensation.	NEO's participate in the Company's broad-based health and welfare, life insurance, disability and retirement programs and 401(k) Plan and Team Member Stock Purchase Plan, which are open to all of our employees.	Fixed	Long-Term

The Committee believes that a major portion of NEO compensation should be at risk and subject to the financial performance of the Company. The only guaranteed forms of NEO compensation are base salaries and the benefit programs (most of which are generally available to all management employees). The remainder of compensation must be earned through the attainment of predetermined individual or Company financial performance objectives or milestones, approved by the Committee with recommendations or input from management as appropriate, or through increases in our stock value, as well as continued employment until predetermined dates. Our compensation programs are designed within a framework based on the achievement of pre-established financial targets or on stock performance. This creates an alignment of the financial interest of our NEOs with those of our shareholders by providing appropriate near- and long-term financial incentives that reward executives for enhanced shareholder value and for achieving objectives designed to enhance shareholder value.

A significant percentage of NEO compensation potential is at risk and performance-based. This performance-based compensation requires the achievement of specific performance targets intended to drive shareholder value over the long-term in order for the compensation to be paid and is designed to reward achievement of targeted financial results and individual performance. These performance metrics are based on financial measures regularly used by our management internally to understand, manage and evaluate our business and make operating decisions. The following table defines performance metrics used as an executive incentive measure, and states why the metric was selected and the compensation programs which use that metric. Other or additional requirements may also apply to these or other compensation programs used by the Company.




Metric	Definition	Why Selected	Pay Program

Diluted Earnings Per Share	Diluted earnings per share is calculated by dividing earnings by the weighted average number of diluted common shares outstanding for the period.	Earnings Per Share and Diluted Earnings Per Share are widely used by investors and analysts as a measure to evaluate a company's performance.	Performance Stock Award Program

Operating Income	A measure of gross profit less selling, general and administrative expenses. All NEOs are accountable for overall operating income as well as of their individual units, if applicable.	Operating income is widely used by investors and analysts as a measure to evaluate a company's performance. As opposed to EPS, operating income excludes the impact of the Company's tax rate which is generally not subject to control by the Company's executives.	Performance-based Annual Cash Bonus Program

Operating Margin	A measure of operating income divided by total revenues. All NEOs are accountable for either the overall operating margin or the operating margin of their individual units, if applicable.	Operating margin is widely used by investors and analysts as a measure to evaluate a company's performance.	Performance-based Annual Cash Bonus Program

Return on Capital Employed (ROCE)	An internal metric that compares income before income taxes as a percentage of revenue in relation to the Company's cash conversion cycle.	ROCE measures how well a company is generating profits from its capital. The ROCE ratio is considered an important profitability ratio and is used often by investors when screening for suitable investment candidates.	Performance-based Annual Cash Bonus Program

Individual Performance Factor	Generally, a subjective assessment of the executive's collaboration and ability to deliver bottom-line financial results.	This measure assesses alignment and accountability while adding an element of subjectivity and discretion.	Performance-based Annual Cash Program

Opportunity for Shareholder Feedback. The Committee considered feedback from our shareholders regarding our executive compensation program. The advisory (non-binding) vote on our overall executive compensation policies and procedures first instituted in 2012 and continued in 2015, 2018 and 2019, and again this year provides shareholders with an opportunity to communicate their views on our executive compensation program on a regular basis.

At our 2019 Annual Meeting of Shareholders, our shareholders voted to approve, on an advisory (non-binding) basis, the compensation paid to the Company's NEOs for fiscal year 2019. We have considered this "2019 say-on-pay vote" and we believe that strong support from our shareholders for the 2019 say-on-pay vote proposal indicates that our shareholders are supportive of our overall approach to executive compensation. At our 2018 Annual Meeting of Shareholders, our shareholders voted on an advisory (non-binding) basis to hold "say-on-pay" votes each year. Accordingly, at this 2020

Annual Meeting of Shareholders, the shareholder advisory (non-binding) vote on executive compensation will again be held.

Base Salary. Base salary is the fixed component of the NEO's annual cash compensation and is set with the goal of attracting talented executives and adequately compensating and rewarding them for services rendered during the fiscal year. The Committee periodically reviews base salaries for our NEOs on its own initiative and at the recommendation of the CEO. In reviewing base salaries, the Committee considers each NEO's level of responsibility, the size and complexity of their business unit, changes in duties and responsibilities, the business and overall and business unit financial results, the relationship among base salaries paid to others within TESSCO, and knowledge of base salaries paid by peers to comparable executives.

Mr. Wright and Mr. Mukerjee's base salary have been set by contract and cannot be reduced. No other NEO has a base salary set by contract.

During fiscal year 2017, Ms. Robinson's base salary was increased upon her appointment as Senior Vice President. Mr. Cawley's base salary was set upon his appointment as a Senior Vice President in fiscal year 2020. Messrs. Rein and Spitulnik's base salaries were last increased in fiscal year 2015. Accordingly, no NEO remaining from the prior fiscal year received a salary increase for fiscal year 2020.

Actual salaries paid to each NEO for fiscal year 2020 are set forth in the "Summary Compensation Table" under the heading, "Salary".

Performance-Based Annual Cash Bonus Program. Cash bonus earning opportunities for each individual are expressed as a percentage of the actual base salary paid to the NEO during the fiscal year and are determined by the Committee. The percentages are determined by the Committee based upon the NEO's job level and responsibilities and may vary for different officers or business units.

Early in each fiscal year, the Committee establishes specific performance objectives for the payment of cash bonuses for that year. The performance objectives for each year are aligned with TESSCO's growth and diversification strategies and have included: earnings per share, operating income, operating margin, non-concentrated net profit contribution, unit/segment results, customer growth, return on capital employed, productivity measurements (i.e. net income as a percentage of revenues) and returns (i.e. return on assets). For fiscal year 2020, all performance objectives were annual targets. When establishing performance goals for a given period, the Committee reviews and discusses TESSCO's business and financial plans for that year and key underlying assumptions, expectations under then-existing and anticipated market conditions, and the opportunity to generate shareholder value. Based on these and other factors, the Committee establishes the performance targets for purposes of cash bonuses.

Generally, following the close of each fiscal year (or other measurement period when applicable), the Committee determines whether the performance objectives for the period have been achieved and evaluates and then rates the individual performance of each of the NEOs for purposes of cash bonuses. This individual rating may increase or decrease the final cash bonus amount for a NEO. The Committee evaluates each NEO's leadership skills and contribution by considering a variety of factors, including collaboration within the organization and the individual's ability to drive bottom-line results.

Also see the "Summary Compensation Table" included herein, under the heading "Non-Equity Incentive Plan Compensation".

Performance Stock Award Program and other Equity Incentives. The Committee believes that providing equity-based rewards to senior leaders and key contributors who are responsible for developing and successfully executing TESSCO's growth strategies is in the best interests of all shareholders. The Company had granted Performance Stock Units ("PSUs") to its NEOs and other key

contributors in each fiscal year, beginning in fiscal year 2005 and through fiscal year 2020. TESSCO's Performance Stock Award Program is designed to reward the achievement of business objectives that benefit shareholders, and to help retain a successful and tenured management team. While the Committee believes equity-based compensation based on both performance and time-based metrics, like PSUs, may generally be more aligned with long-term shareholder interests than stock options, it believes that stock option grants to NEOs can also serve as an effective retention and recruiting tool, and as additional incentive for driving long-term stock price growth. Therefore, the Committee uses both types of awards from time to time. Similar to cash bonuses, the Committee establishes specific performance objectives for the earning of shares under PSU awards. While those goals need not be the same as those established for cash bonuses, they are generally established on the basis of the same criteria and after similar consideration. However, the sole company performance metric for PSUs granted to date has been annual earnings per share, with the Committee typically establishing "threshold" and "target" earnings per share thresholds for each measurement year. Generally, no shares are earned if the "threshold" is not met, and a maximum number of shares are earned if the "target" is met, all consistent with the desire of the Committee to incent the executive officers to increase earnings per share for the benefit of all shareholders. Shares earned upon the satisfaction of performance measures for the applicable period vest and are issued over a four-year period, provided that the executive remains employed by the Company at the respective vesting dates. As with cash bonuses, each executive officer's performance is evaluated and rated by the Committee, and this rating may increase or decrease the final number of shares earned, but in no circumstances can the number of shares earned exceed the number of PSUs granted.

Due to the inherent difficulties in predicting earnings per share performance over a period longer than one year, PSUs have typically been granted with one-year measurement periods, and four-year vesting period. The Committee believes this appropriately rewards the executive for company performance and presents a retention incentive.

Similar to cash bonuses, following the close of each fiscal year for which PSUs are issued, the Committee determines whether and to what extent the performance thresholds have been met for PSU purposes. When considering whether earnings per share performance thresholds have been met, the Committee considers the impact of these awards and payments under cash bonuses and all other cash and equity reward programs.

The Committee believes that our PSU program has worked to align the efforts of recipients toward increasing earnings and maximizing shareholder value, and rewarding recipients only upon achievement of pre-defined performance goals. The Committee endeavors to set the performance goals in alignment with shareholder interests and believes generally that the full earning of annual PSU grants should be contingent on not only growing the Company's business, but also on producing superior results. We believe the fact that just under half of the PSUs granted since the inception of the PSU program in the aggregate were earned is clear testimony to this view. See table below, which

reflects PSUs granted during, and earned or not earned in respect of performance for, the applicable fiscal year.

Fiscal Year

2020	51,616	—	51,616	0	%
2019	71,000	40,000	31,000	56	%
2018	86,000	50,250	35,750	58	%
2017	207,000	—	207,000	0	%
2016	103,000	—	103,000	0	%
2015	91,000	—	91,000	0	%
2014	112,000	56,021	55,979	50	%
2013	156,200	107,573	48,627	69	%
2012	260,000	250,200	9,800	96	%
2011	274,500	127,379	147,121	46	%
2010	396,000	385,500	10,500	97	%
2009	412,500	283,680	128,820	69	%
2008	282,000	—	282,000	0	%
2007	342,000	327,807	14,193	96	%
2006	372,292	127,680	244,612	34	%
2005	1,403,439	413,632	989,807	29	%

Total/Average	4,620,547	2,169,722	2,450,825	47	%

Following is a summary of the threshold, target and actual earnings per share amounts associated with the grant of PSU awards for each of the previous fifteen years, and the threshold and target earnings per share levels used for the PSUs granted to the NEOs and other key members of management. In each year, with the exception of fiscal year 2014, the PSU target required to earn all PSU's granted has been set at a higher level than the previous year actual EPS. For fiscal year 2014, the targets remained the same as fiscal 2013, despite the transition of $213 million of revenue associated with our former relationship with AT&T.

Fiscal Year	PSU Threshold		PSU Target		Actual EPS

2020	$	0.55	$	0.85	$	(2.53	)
2019		0.45		0.83		0.65
2018		0.36		0.66		0.61
2017		0.50		1.00		0.17
2016		1.20		2.00		0.65
2015		2.06		2.33		1.04
2014		1.80		2.30		1.94
2013		1.80		2.30		2.15
2012		0.85		1.50		2.03
2011		1.27		1.50		1.27
2010		0.67		0.93		1.19
2009		0.73		1.15		0.82
2008		0.83		1.03		0.58
2007		0.44		0.55		0.77
2006		0.53		0.67		0.53

Since commencing the PSU award program, the Compensation Committee has also periodically utilized restricted stock awards and stock options as additional compensation for certain key executives, when circumstances are determined to so warrant. Mr. Wright was granted a stock option for 250,000 shares of our common stock upon commencement of his employment as CEO in September 2016 and has not received any additional stock options. Mr. Mukerjee was granted a stock option for 250,000 shares of our common stock shortly after commencement of his employment as CEO in August 2019. The use of stock options as a means of equity incentive compensation for NEOs and other senior executives has increased over the past several years, as compared to the previous decade or more. In fiscal year 2020, Mr. Spitulnik received stock options for 25,000 shares and Messrs. Rein and Cawley and Ms. Robinson received stock options for 17,000 shares. The exercise price for each of these options was equal to the trading price of our common stock on the respective grant dates. Historically, options have been granted with a maximum term of six years, although the 2019 Plan allows awards to have a term of up to ten years from the date of grant.

In addition to PSUs and stock options, the Compensation Committee, with concurrence of the full Board, previously granted restricted stock units, or RSUs, to each of the current NEOs, for varying numbers of shares of common stock. The number of shares earned under these RSUs is tied to the continuing declaration and payment of dividends on the common stock of the Company, and the RSUs generally cliff vest four years after the grant date. These RSUs create the potential for additional equity compensation to the recipient NEOs and further align the compensation of the NEOs with the Company's dividend policy and the interests of its shareholders. In fiscal year 2020, Mr. Mukerjee received 19,000 RSUs. No other NEO received RSUs in fiscal year 2020.

Retirement and Other Benefits. The key retirement and other benefits provided to our NEOs, where applicable, are described below.

Executive Perquisites. The Committee believes that it has taken a conservative approach to perquisites. Mr. Wright was provided with golf and social club memberships, used primarily for corporate development and business generation purposes, while serving as President and CEO See the "Summary Compensation Table" for an itemized disclosure of perquisites for Mr. Wright. Each of the other NEOs was the beneficiary of minor perquisites in fiscal year 2020, which totaled less than $10,000 for each. The Committee has considered these perquisites and has determined them to be reasonable and appropriate.

This section provides an explanation and analysis of the decision-making behind the compensation provided to NEOs for fiscal year 2020.

The Committee considers the anticipated tax treatment to the Company and to the NEOs when reviewing the executive compensation and other compensation programs. While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluated in light of the Committee's overall compensation philosophy and objectives. The Committee considers ways to maximize the deductibility of executive compensation, while retaining the discretion it deems necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent.

The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to individual NEOs. Previously, this limitation generally did not apply to compensation to certain NEOs that met certain requirements for "qualifying performance-based compensation." The Committee had generally sought to structure, where practicable, performance-based compensation in a manner intended to satisfy the requirements for deductible compensation, but at the same time reserving the right to pay compensation that does not qualify as deductible. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was enacted, which, among other things, repealed the "qualifying performance-based compensation" exception described in this paragraph. Accordingly, we generally expect that compensation paid to our NEOs in excess of $1 million will not be deductible, unless we are able to qualify for an exception for qualifying compensation provided pursuant to a binding written contract in effect as of November 2, 2017, and which is not materially modified.

The compensation that we pay to the NEOs is expensed in our financial statements as required by U.S. generally accepted accounting principles. As one of many factors, the Committee considers the

financial statement impact in determining the amount of, and allocation among the elements of, compensation.

The Compensation and Audit Committees periodically consider the risks associated with the structure of the Company's executive compensation plans. These committees regularly review the various compensation programs, identify plan design features that could potentially encourage imprudent risk taking for short-term gain, and assess the presence or absence of controls that mitigate potential risks. These committees believe that the Company's overall control environment is strong and that our executive compensation programs have a number of risk mitigation factors, including:

Based on this review, the Compensation and Audit Committees, with the concurrence of the full Board, believe that the risks associated with the Company's compensation policies and practices are not reasonably likely to result in a material adverse effect on the Company.

The Company's Third Amended and Restated 1994 Stock and Incentive Plan, or the "1994 Plan", was our only active equity incentive plan for equity grants and awards, until the adoption of the 2019 Stock and Incentive Plan, or the "2019 Plan", by our Board in June 2019. The 2019 Plan was approved by shareholders at the 2019 Annual Meeting of Shareholders. The Committee and the Board believe that the ability to offer equity compensation incentives to eligible participants, and particularly to our current and prospective senior management, is of paramount importance to our long-term success. The 2019 Plan provides for the grant or award to regular full-time employees (including officers) and non-employee directors of stock options, stock appreciation rights, restricted stock, restricted stock units and other performance awards, which may be denominated in shares of common stock or other securities of the Company.

The maximum number of shares of common stock with respect to which awards may be granted under the 2019 Plan is 1,787,187, subject to further adjustment from time to time to reflect future stock splits and other similar events. As of May 28, 2020, there were 407,222 shares of common stock available for future awards under the 2019 Plan. The shares of common stock underlying any awards granted under the 2019 Plan, or awards previously granted under the 1994 Plan, that either expire or are terminated or cancelled for any reason, without the issuance of the shares or payment in accordance with the terms of the corresponding award agreement, are returned to the pool of shares available for future awards under the 2019 Plan. The terms of the 1994 Plan remain applicable to awards granted under the 1994 Plan.

In addition, the Company maintains the Team Member Stock Purchase Plan. This plan permits eligible employees to purchase up to an aggregate of 450,000 shares of the Company's common stock at 85% of the lower of the market price on the first day of a six-month period and the market price on the last day of that same six-month period. During fiscal year 2020, an aggregate of 34,829 shares were sold to employees under this plan. The number of shares of common stock available under this plan as of May 28, 2020 was 148,273.

The following table sets forth information as of March 29, 2020, the last day of the Company's fiscal year 2020, with respect to the 1994 Plan, the 2019 Plan and the Team Member Stock Purchase Plan.

(1): Includes an aggregate of 89,000 shares of common stock that comprise the non-vested portion of the restricted stock units, or RSUs, made to various non-employee directors and executives, an aggregate of 68,358 shares of common stock subject to issuance pursuant to performance stock units, or PSUs, and an aggregate of 862,000 shares of common stock subject to issuance pursuant to outstanding stock options, in each case granted pursuant to the 1994 Plan or the 2019 Plan. Of the 68,358 shares subject to issuance pursuant to PSUs, 35,242 shares have been earned and have been or will be issued ratably over the term of the corresponding PSU, on or about May 1, 2020, 2021, 2022 and 2023, as applicable. The remaining 33,116 shares were not earned on the basis of fiscal year 2020 performance and were cancelled in May 2020. The amount appearing above does not reflect this cancellation. This amount also does not reflect an additional 21,000 RSUs granted on May 15, 2020, which provide non-employee directors with the opportunity to have issued to them at a later date, upon vesting, up to an aggregate of 21,000 shares of the Company's common stock over a four-year period, provided that the respective participants remain associated with the Company (or meet other criteria as prescribed in the applicable award agreement), nor does it reflect an aggregate of 65,821 shares of restricted stock granted to the Company's' non-employee directors in lieu of certain cash director fees for fiscal 2021, and in respect of which (or part of which) the risk of forfeiture will lapse on July 1, 2021, or earlier upon the occurrence of certain events. This amount also does not reflect stock options and performance stock options issued on either April 30, 2020 or May 15, 2020 for an aggregate of 225,000 shares of our common stock (160,000 of these stock options are similar to prior options in that they have no performance milestones; the remaining 65,000 stock options generally also require that certain milestones to be met as a condition to full or partial vestings). These stock options were granted with an exercise price equal to the most recent closing price of the Company's common stock prior to the grant, vest over four years (assuming in the case of those options that the performance requirements are also met) and expire six years after the date of grant.
(2): Does not reflect any impact for shares issuable pursuant to PSUs, RSUs or restricted stock, as these instruments do not include an exercise price. The above amount reflects the weighted averaged exercise price of the 862,000 stock options outstanding at the end of fiscal year 2020.
(3): Includes 148,276 shares of common stock available for purchase under the Team Member Stock Purchase Plan and 685,927 shares remaining available for issuance pursuant to future awards under the 2019 Plan. This amount does not reflect the 21,000 RSUs, 65,821 shares of restricted stock or the stock options for 225,000 shares, all granted on May 15, 2019 after our 2020 fiscal year-end, as described in footnote (1) above. This amount also does not reflect the PSUs for an aggregate of 33,116 shares that were cancelled in May 2020. All of these shares were subsequently added back to the number of shares available for future award under the 2019 Plan, upon cancellation of the PSUs.

The following table summarizes the compensation awarded to, earned by, or paid to the Company's NEOs during fiscal years 2020, 2019, and 2018.




Name and Principal Position	Fiscal Year	Salary ($)		Stock Awards (1)		Option Awards (2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation			Total(18)

Murray Wright,	2020		550,000		163,700		—		—		46,808	(4)		760,508
President and CEO (through 8/19/20 and as a non-executive employee for	2019		550,000		155,800		—		167,750		59,325	(5)		932,875
remainder of the fiscal year)	2018		550,000		343,640		—		540,375		71,642	(6)		1,505,657

Sandip Mukerjee
President and CEO (effective 8/20/20)	2020		334.231		318,892		435,000		250,673		40,880	(7)		1,379,676

Douglas A. Rein,	2020		345,000		40,925		66.470		—		16,694	(8)		469,089
Senior Vice President, Performance	2019		345,000		77,900		37,600		69,396		16,855	(9)		545,751
Systems and Operations	2018		345,000		99,340		72,300		220,326		16,579	(10)		753,545

Aric M. Spitulnik,	2020		275,000		40,925		97.750		—		13,661	(11)		427,336
Senior Vice President, CFO and	2019		275,000		77,900		47,000		64,519		13,537	(12)		477,959
Corporate Secretary	2018		275,000		133,420		72,300		175,622		12,690	(13)		669,032

Elizabeth S. Robinson,	2020		275,000		40,925		66.470		—		13,725	(14)		396,120
Senior Vice President,	2019		275,000		77,900		42,300		99,564		13,272	(15)		508,036
Retail and Mobility	2018		275,000		133,420		72,300		199,125		12,660	(16)		692,508

Joseph M. Cawley	2020		263,846		40,925		66.470		—		15,215	(17)		386,456
Senior Vice President, Information Technology

(1): This column represents the number of PSUs and RSUs granted for the corresponding measurement year, without regard to the number of PSUs actually earned or RSUs vested, multiplied by the grant date fair value (calculated as the closing price of our common stock as reported by Nasdaq on the date of grant minus the present value of dividends expected to be paid on the common stock before the PSU and RSU vest, because dividends or dividend-equivalent amounts do not accrue and are not paid on unvested PSUs and RSUs). The grant date fair value of PSUs for fiscal years 2020, 2019, and 2018 was $16.37 ($12.70 for Mr. Mukerjee), $15.58, and $12.78, respectively. The grant date fair value of RSUs, which were only granted in fiscal year 2020 to Mr. Mukerjee was $12.70, and for those RSUs granted during fiscal year 2018 was $11.36. These grant date fair value determinations were computed in accordance with FASB ACS Topic 718. In fiscal year 2020, no PSUs were earned and therefore no grant date value was actually earned. In fiscal year 2019, 62.5% of PSUs were earned and began vesting ratably in four annual installments beginning in May 2019. In fiscal year 2018, 75% of PSUs were earned and began vesting ratably in four annual installments beginning in May 2018. RSUs are earned on the basis of dividends declared and paid over a four-year period. For a discussion of the assumptions made in the valuation of these awards see Note 14 to the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2020.
(2): This column represents the aggregate grant date fair value of stock option awards, computed in accordance with FASB ACS Topic 718.
(3): Represents cash bonuses paid pursuant to the Company's cash bonus program. In the case of Mr. Mukerjee's fiscal year 2020 bonus, this amount represents a minimum payment provided for under the terms of his employment agreement for fiscal year 2020. There is no minimum bonus included for any future fiscal years.
(4): Represents $7,000 allocated to Mr. Wright's Retirement Savings Plan Account, $16,862 in premiums for supplemental life insurance and long-term care coverage, premiums of $12,977 for supplemental long-term disability coverage, and $6,882 in premiums for excess liability coverage; and $13,267 for membership fees to various organizations that are used either exclusively or primarily for corporate development and business generation purposes. Total membership fees included annual dues of $13,267 paid to a club that requires that specific individuals be designated as members, even though this is a corporate membership. In 2020, Mr. Wright was designated as a member.
(5): Represents $6,875 allocated to Mr. Wright's Retirement Savings Plan Account, $20,185 in premiums for supplemental life insurance and long-term care coverage, premiums of $12,957 for supplemental long-term disability coverage, and $6,148 in premiums for excess liability coverage; and $26,117 for membership fees to various organizations that are used either exclusively or primarily for corporate development and business generation purposes. Total membership fees included annual dues of $21,174 paid to a club that requires that specific individuals be designated as members, even though this is a corporate membership. In 2019, Mr. Wright was designated as a member.
(6): Represents $6,750 allocated to Mr. Wright's Retirement Savings Plan Account, $20,185 in premiums for supplemental life insurance and long-term care coverage, premiums of $12,977 for supplemental long-term disability coverage, and $5,613 in premiums for excess liability coverage; and $26,117 for membership fees to various organizations that are used either exclusively or primarily for corporate development and business generation purposes. Total membership fees included annual dues of $25,642 paid to a club that requires that specific individuals be designated as members, even though this is a corporate membership. In 2018, Mr. Wright was designated as a member.
(7): Represents $4,231 allocated to Mr. Mukerjee's Retirement Savings Plan Account, $25,221 in premiums for supplemental life insurance and long-term care coverage and premiums of $11,318 for supplemental long-term disability coverage.
(8): Represents $7,000 allocated to Mr. Rein's Retirement Savings Plan Account, $4,728 in premiums for supplemental life insurance and long-term care coverage, $2,832 in premiums for supplemental long-term disability coverage and $2,134 for excess liability coverage.
(9): Represents $6,875 allocated to Mr. Rein's Retirement Savings Plan Account, $5,171 in premiums for supplemental life insurance and long-term care coverage, $2,838 in premiums for supplemental long-term disability coverage and $1,971 for excess liability coverage.

(10): Represents $6,750 allocated to Mr. Rein's Retirement Savings Plan Account, $5,170 in premiums for supplemental life insurance and long-term care coverage, $2,838 in premiums for supplemental long-term disability coverage and $1,821 for excess liability coverage.
(11): Represents $7,000 allocated to Mr. Spitulnik's Retirement Savings Plan Account, $3,401 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,126 for supplemental long-term disability coverage, and $2,134 in premiums for excess liability coverage.
(12): Represents $6,875 allocated to Mr. Spitulnik's Retirement Savings Plan Account, $3,565 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,126 for supplemental long-term disability coverage, and $1,971 in premiums for excess liability coverage.
(13): Represents $6,178 allocated to Mr. Spitulnik's Retirement Savings Plan Account, $3,565 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,126 for supplemental long-term disability coverage, and $1,821 in premiums for excess liability coverage.
(14): Represents $7,000 allocated to Ms. Robinson's Retirement Savings Plan Account, $3,448 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,143 for supplemental long-term disability coverage, and $2,134 in premiums for excess liability coverage.
(15): Represents $6,875 allocated to Ms. Robinson's Retirement Savings Plan Account, $3,283 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,143 for supplemental long-term disability coverage, and $1,971 in premiums for excess liability coverage.
(16): Represents $6,461 allocated to Ms. Robinson's Retirement Savings Plan Account, $3,283 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,095 for supplemental long-term disability coverage, and $1,821 in premiums for excess liability coverage.
(17): Represents $7,000 allocated to Mr. Cawley's Retirement Savings Plan Account, $6,151 in premiums for supplemental life insurance and long-term care coverage, premiums of $1,851 for supplemental long-term disability coverage, and $2,134 in premiums for excess liability coverage.
(18): In fiscal year 2020, the percentage of total salary and non-equity incentive plan compensation as a percentage of total compensation was, 72% for Mr. Wright, 66% for Mr. Mukerjee, 74% for Mr. Rein, 64% for Mr. Spitulnik, 69% for Ms. Robinson and 68% for Mr. Cawley. In fiscal year 2019, the percentage of total salary and non-equity incentive plan compensation as a percentage of total compensation was, 77% for Mr. Wright, 76% for Mr. Rein, 71% for Mr. Spitulnik and 73% for Ms. Robinson. In fiscal year 2018, the percentage of total salary and non-equity incentive plan compensation as a percentage of total compensation was, 72% for Mr. Wright, 75% for Mr. Rein, 67% for Mr. Spitulnik and 68% for Ms. Robinson.

The following table provides information about cash and equity awards granted to or earned by the NEOs for fiscal year 2020. All of the equity grants have been made under either the 1994 Plan or the 2019 Plan. Grants of non-equity incentive plan awards are made under the Company's Cash Bonus Plan.




			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awarded (#)

Name	Award Type	Grant Date	Threshold	Target	Maximum	Threshold(2)	Target(2)	Grant Date Fair Value(3)	All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(4)

Murray Wright	Cash Bonus	5/10/19	165,000	550,000	825,000
	PSUs	5/10/19				3,000	10,000	16.37	—		—	163,700

Sandip Mukerjee	Cash Bonus	8/20/19	100,269	334,231	501,347
	PSUs	8/20/19				1,835	6,116	12.70				77,673
	Stock Options	11/15/19							250,000	$	11.52	435,000

Douglas A. Rein	Cash Bonus	5/10/19	67,275	224,250	336,375
	PSUs	5/10/19				750	2,500	16.37				40,925
	Stock Options	5/10/19							17,000	$	18.03	66,470

Aric M. Spitulnik	Cash Bonus	5/10/19	53,625	178,750	268,125
	PSUs	5/10/19				750	2,500	16.37				40,925
	Stock Options	5/10/19							25,000	$	18.03	97,750

Elizabeth S. Robinson	Cash Bonus	5/10/19	53,625	178,750	268,125
	PSUs	5/10/19				750	2,500	16.37				40,925
	Stock Options	5/10/19							17,000	$	18.03	66,470

Joseph M. Cawley	Cash Bonus	5/10/19	53,625	178,750	268,125
	PSUs	5/10/19				750	2,500	16.37				40,925
	Stock Options	5/10/19							17,000	$	18.03	66,470

(1): Represents possible payouts under the annual cash bonus program for fiscal year 2020. See "Compensation Discussion and Analysis" for more information on the annual cash bonus program, including other incentive paid to NEOs during fiscal year 2020.
(2): The target column represents the maximum number of shares available to be earned at any time under Performance Stock Units, or PSUs, awarded to each NEO in fiscal year 2020. In no instances can the maximum payout exceed the number of shares represented by the number of PSUs identified in the target column. PSUs are earned based on an earnings per share measurement compared to the threshold and target goals in the applicable agreements, as well as individual performance. The threshold column as applicable to PSUs reflects the expected minimum number of shares to be earned upon the Company meeting the applicable minimum fiscal year performance metrics for which PSUs may be earned, without regard to individual performance or other factors that may reduce the stated amount. Any shares that are earned vest ratably in four installments, commencing on or about May 1 following the close of the measurement year and continuing on or about May 1 of the next three years provided that the NEO remains employed by the Company (or meets other criteria as prescribed in the applicable award agreement).
(3): This column represents the grant date fair value of each PSU computed in accordance with the FASB ASC Topic 718.
(4): This column represents the aggregate grant date fair value for the award identified in the corresponding row computed in accordance with FASB ASC Topic 718, by multiplying by the number of PSUs or options covered by the applicable award by the grant date fair value per share.

	Option Awards								Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable(1)		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Option Exercise Price ($)(1)		Option Expiration Date(1)		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Murray Wright		218,750		31,250	$	12.57		9/1/22		3,750	(2)		21,000
										11,994	(3)		67,166		7,006	(3)		39,234
										4,687	(4)		26,247
Sandip Mukerjee		—		250,000	$	11.52		11/15/25
										2,494	(6)		13,966		16,506	(3)		92,434
Douglas A. Rein		21,250		8,750	$	14.75		5/10/23		1,874	(2)		10.494
		17,083		2,917	$	12.05		10/26/22		2,525	(3)		14,140		1,475	(3)		8,260
		20,000		—	$	22.64		7/21/23		2,344	(4)		13,126
		3,667		4,333	$	17.55		5/10/24
		—		17,000	$	18.03		5/10/25
Aric M. Spitulnik		21,250		8,750	$	14.75		5/10/23		1,874	(2)		10,494
		17,083		2,917	$	12.05		10/26/22		4.419	(3)		24,746		2,581	(3)		14,454
		20,000		—	$	22.64		7/21/23		2,344	(4)		13,126
		4,583		5,417	$	17.55		5/10/24
		—		25.000	$	18.03		5/10/25
Elizabeth S. Robinson		21,250		8,750	$	14.75		5/10/23		1,874	(2)		10,494
		8,542		1,458	$	12.05		10/26/22		4,419	(3)		24,746		2,581	(3)		14,454
		4,125		4.875	$	17.55		5/10/24		2,344	(4)		13,126
		—		17,000	$	18.03		5/10/25
Joseph M. Cawley		6,875		3,125	$	13.35		6/12/23		1,874	(2)		10,494
		3,208		3,792	$	17.55		5/10/24		2,525	(3)		14,140		1,475	(3)		8,260
		—		17,000	$	18.03		5/10/25		1,875	(4)		10,500

(1): Represents options issued during fiscal years 2020, 2019, 2018 and 2017, as applicable. The grant date for each option is the date six years prior to the expiration date. The exercise price was equal to the stock price on the date of the grant. The options vest 25% on the first anniversary of the grant date and then 1/36 each month for the next 3 years, subject to possible acceleration of vesting or forfeiture.
(2): Relates to a PSU award made May 10, 2017 which was earned on the basis of fiscal 2018 performance and has a four-year vesting period. The remaining non-vested shares will vest on or about May 1, 2021.
(3): Relates to RSU awards granted August 8, 2017, which are earned over the four-year period following the date of grant where the percentage of shares earned is calculated by dividing the aggregate cumulative dividends declared and paid on Company common stock over that period by $3.20. Subject to certain exceptions, the RSUs, insofar as earned, do not vest, and no shares are issued, until the expiration of the four-year period, and only if the NEO then remains employed by the Company. As of fiscal 2020 year end, each of these RSUs was 63.1% earned but remain subject to vesting at the end of the four-year period.
(4): Relates to a PSU award made May 10, 2018 which is earned on the basis of fiscal 2019 performance and has a four-year vesting period. The remaining non-vested shares will vest ratably in equal annual installments on or about May 1 of each of 2021 and 2022.
(5): Based on the closing price of TESSCO common stock as reported by Nasdaq on the last trading day of our fiscal year 2020, March 27, 2020 ($5.60).
(6): Relates to an RSU award granted August 20, 2019, which is earned over the four-year period following the date of grant, where the percentage of shares earned is calculated by dividing the aggregate cumulative dividends declared and paid on Company common stock over that period by $3.20. Subject to certain exceptions, the RSUs, insofar as earned, do not vest and no shares are issued until the expiration of the four-year period, and only if the NEO then remains employed by the Company. As of fiscal 2020 year end, each of these RSUs was 13.1% earned but remain subject to vesting at the end of the four-year period.

The following table summarizes the vesting of stock awards for each of the NEOs during fiscal year 2020. No options were exercised by any of the NEOs during fiscal year 2020.

The information contained in this section details the estimated incremental value transfer that a currently employed NEO would receive in various scenarios relating to a termination of employment or a change in control. All payments that would be made to any current NEO assume that the triggering event occurred as of March 29, 2020, the last day of our fiscal year 2020, unless otherwise noted. The value of stock transactions discussed below have been calculated using a price of $5.60, the closing price of our stock as reported by Nasdaq on March 27, 2020, the last trading day prior to the end of our 2020 fiscal year on March 29, 2020. The actual amounts that would be paid to any current NEO can only be determined at the time and based upon the circumstances of an actual termination of employment and would vary from those listed below. This section does not address compensation that is unaffected by these various scenarios. Certain of the terms used below, such as "good reason", "disability", "cause" and others, may be defined under the terms of the applicable employment agreements or other contracts between the Company and the applicable officer.

Under the terms of letter agreement between the Company and Mr. Wright dated August 14, 2019, which amended the Employment Agreement between the Company and Mr. Wright, Mr. Wright transitioned to a non-executive employee on August 20, 2019, when Mr. Mukerjee joined the Company as President and CEO. Mr. Wright continued as a non-executive employee of the Company through March 31, 2020, when in accordance with the letter agreement Mr. Wright's employment terminated without cause. In the highly unlikely event that Mr. Wright's employment was terminated by the Company without cause on March 29, 2020, the last day of our fiscal year and two days prior to the scheduled termination of Mr. Wright's employment on March 31, 2020, certain punitive provisions of the letter agreement would have applied and Mr. Wright would have been entitled to a severance payment equal to two times his then current base salary ($550,000) paid in equal installments over a twelve-month period, in addition to the following items (to which he was also entitled upon termination of his employment as of March 31, 2019 or upon a change in control occurring on March 29, 2020):

The termination or separation of the employment of Mr. Mukerjee is governed in part by an Employment Agreement, dated as of August 20, 2019. The discussion appearing below details the benefits and timing of payouts associated with each termination of employment noted in the agreement, and under the applicable PSU awards, stock options and other arrangements, as of March 29, 2020, the last day of our fiscal year 2020. In addition, Mr. Mukerjee is entitled to base salary and other compensation earned then to date but not yet paid. The discussion below is qualified in its entirety by the terms of the Employment Agreement and the applicable award agreements.

Termination by the Company without cause or resignation by Mr. Mukerjee for good reason not in connection with or following a Change in Control.

Except with regard to the outstanding options, PSU and RSU awards, in order for Mr. Mukerjee to receive the benefits discussed above related to a termination by the Company without cause or a resignation by Mr. Mukerjee for good reason and to a termination due to a change in control or a resignation for good reason following a change in control, Mr. Mukerjee is required to sign and deliver a release. Mr. Mukerjee would also be restricted from competing against the Company and from soliciting certain Company employees for approximately one year.

The termination or separation of the employment of Messrs. Cawley, Rein, and Spitulnik, and Ms. Robinson, are governed in part by similar but not identical Severance and Restrictive Covenant Agreements, dated as of April 26, 2019, February 2, 2009, May 27, 2014, and March 24, 2017, respectively. The discussion appearing below details the benefits and timing of payouts associated with each termination of employment noted in those agreements, and under the applicable PSU and RSU awards, stock options and other arrangements. In addition, each NEO is entitled to base salary and other compensation earned then to date but not yet paid. The discussion below is qualified in its entirety by the terms of the applicable Severance and Restrictive Covenant Agreement.

Termination by the Company without cause or resignation of the NEO for good reason.

Resignation without good reason, termination by the Company for cause or retirement.

Except with regard to the outstanding options, PSU and RSU awards, in order for the NEO to receive the benefits discussed above related to a termination by the Company without cause or a

resignation by the NEO for good reason and to a termination due to a change in control or a resignation for good reason following a change in control, the NEO is required to sign and deliver a release to the Company releasing the Company from all claims. The NEO would also be restricted from competing against the Company and from soliciting certain Company employees for approximately one year.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has adopted a final rule requiring annual disclosure of the ratio of the median employee's annual compensation to the annual compensation of the CEO. As required, we are including this disclosure beginning with this Proxy Statement.

The median employee was identified from all full-time and part-time employees (including seasonal and temporary employees), excluding the CEO, who were employed by the Company on March 29, 2020. We selected March 29, 2020, which is within the last three months of fiscal year 2020, as the date upon which we would identify the median employee.

The median employee compensation was determined using total cash compensation, consisting of base salary, overtime pay and cash bonus. Compensation was measured over the previous 12-month period. We do not broadly provide equity compensation to our employees, so excluding equity did not affect the median employee identification. Wages were annualized for our employees who did not work the entire calendar year.

Mr. Mukerjee, who was serving as the CEO on March 29, 2020, had 2020 annual total compensation of $1,379,676 as reflected in the Summary Compensation Table included in this Proxy Statement. The median employee's annual total compensation for 2020 that would be reportable in the Summary Compensation Table was $54,590. As a result, the CEO pay ratio is 25:1.

The Audit Committee is comprised solely of directors who are "independent" within the meaning of the United States Securities and Exchange Commission rules and Nasdaq Rules 5605(a)(2) and 5605(c)(2). The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is available for review on our Website (www.tessco.com) under the heading "Investors." The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis.

As described more fully in its charter, the purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company's financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of the Company's financial statements, accounting and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Ernst & Young LLP, the Company's independent registered public accounting firm, is responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB").

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm, nor can the Audit Committee certify that the independent registered public accounting firm is "independent" under applicable rules. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors and the experience of the Audit Committee's members in business, financial and accounting matters.

The Audit Committee has an agenda for the year that includes reviewing the Company's financial statements, internal control over financial reporting and disclosure and audit matters. The Audit Committee also monitors the activities and performance of the Company's external auditors, including the audit scope, external audit fees, auditor independence matters and the extent to which the independent auditor may be retained to perform non-audit services. The Audit Committee has ultimate authority and responsibility to select, evaluate and, when appropriate, replace the Company's independent registered public accounting firm.

In accordance with Audit Committee policy and the requirements of law, the Audit Committee pre-approves all services to be provided by Ernst & Young LLP. Pre-approval includes audit services, audit-related services, tax services and other services. In some cases, the full Audit Committee provides pre-approval, related to a particular defined task or scope of work and subject to a specific budget. In other cases, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and the Chairman then communicates such pre-approvals to the full Audit Committee. See "Principal Accountant Fees and Services" for more information regarding fees paid to Ernst & Young LLP for services in fiscal years 2020 and 2019.

The Audit Committee meets each quarter with Ernst & Young LLP and management to review the Company's interim financial results before the publication of our quarterly earnings press releases. The Audit Committee also meets at other times throughout the year as needed. During fiscal year 2020, the Audit Committee met five times. Management's and the independent registered public accounting firm's presentations to and discussions with the Audit Committee cover various topics and events that may have significant financial impact and/or are the subject of discussions between management and the independent firm. In addition, the Audit Committee generally oversees internal compliance programs. In accordance with law, the Audit Committee is responsible for establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding

accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by Company team members, received through established procedures, of any concerns regarding questionable accounting or auditing matters.

This report confirms that the Audit Committee has: (i) reviewed and discussed the audited financial statements for the year ended March 29, 2020 with management and the Company's independent registered public accounting firm (Ernst & Young LLP); (ii) discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, "Communications with Audit Committees" issued by the Public Company Accounting Oversight Board, or the "PCAOB"; (iii) reviewed the written disclosures and letters from Ernst & Young LLP as required by the rules of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence; and (iv) discussed with Ernst & Young LLP their independence from the Company.

The Company's independent registered public accounting firm for fiscal year ended March 29, 2020, Ernst & Young LLP, also provided the Audit Committee with the written disclosures and letter required by PCAOB Ethics and Independence Rule 3526, "Communications with Audit Committees Concerning Independence" and the Audit Committee discussed with the independent registered public accounting firm that firm's independence.

Following the Audit Committee's discussions with management and the independent auditor, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2020.

OTHER INFORMATION RELATING TO OUR DIRECTORS AND EXECUTIVE OFFICERS AND RELATED SHAREHOLDER MATTERS

There are no "interlocks" (as defined by the rules of the Securities and Exchange Commission (the "SEC") with respect to any member of the Compensation Committee of the Board of Directors, which is currently comprised of Messrs. Beletic, Baitler, Shaughnessy and Zifferer, and the Compensation Committee consists entirely of independent, non-employee directors who have never been employees of the Company. None of the members of the Compensation Committee had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. No executive officer of the Company during fiscal year 2020 served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, or as a director of another entity, where one of the other entity's executive officers served on the Compensation Committee of the Company or as a director of the Company.

We have adopted a code of business conduct and ethics that applies to our team members, including all of our officers and directors, and particularly our Chief Executive Officer, Chief Financial Officer, principal accounting officer and other persons performing similar functions. This code is available on our Website (www.tessco.com) under the heading "Investors." We will promptly disclose on our Website any amendments to, and waivers from, our code of business conduct and ethics, if and when required.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors, executive officers, and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Our employees prepare these reports for our directors and executive officers on the basis of information obtained from them and from the Company's records. Based on information available to us during fiscal year 2020, we believe that all applicable Section 16(a) filing requirements were met, except for one late Form 3 and one late Form 4 filing for Mr. Cawley.

Our Audit Committee is charged with monitoring and reviewing issues involving potential conflicts of interest, and reviewing and approving all related party transactions. While the Company currently does not have a written policy regarding the review, approval or ratification of related party transactions, the Board and the Audit Committee look to the rules of Nasdaq and of the SEC to determine what transactions may be considered to be of concern and apply these rules as the standard to determine whether a transaction or relationship would be permitted. Detailed questions are posed annually to the executive officers of the Company and to all members of the Board which require disclosure of any relationship or transaction that may be a related party transaction. These questionnaire responses are reviewed by management and disclosures are analyzed and reported to the entire Board. Potential issues are investigated. Related person transactions, if any, would be reviewed for the determination made by the Board annually that certain members of the Board are independent.

We did not pay any material underwriting discounts or commissions to a related person serving as a principal underwriter.

Pursuant to Rule 14a-8 under the Exchange Act, some shareholder proposals may be eligible for inclusion in our 2021 proxy statement. These shareholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2), to our principal executive offices, in care of our Corporate Secretary, at the address set forth on the first page of this Proxy Statement. Failure to deliver a proposal in accordance with this procedure may result in the proposal not being deemed timely received. We must receive all submissions no later than the close of business on February 12, 2021, unless the date of our annual meeting in 2021 is changed by more than thirty days from the date of our 2020 Annual Meeting.

In addition, under our bylaws, any shareholder who intends to nominate a candidate for election to our Board, or to propose business, at an annual meeting must give notice to our Corporate Secretary, at the address set forth on the first page of this proxy statement, no less than 120 days prior to the anniversary of the date of the mailing of the prior year proxy statement (or 90 days in the case of a shareholder notice of business to be brought before the meeting but not sought to be included in the Company's proxy statement) unless the date of the meeting is changed by more than thirty (30) days from the date of the prior year's annual meeting, in which case, to be timely, notice must be delivered no less than ninety (90) days prior to the newly announced date that the Company will mail its proxy statement. Our bylaws also specify information regarding the business to be brought before the meeting and the shareholder proposing such business, and information regarding the nominee, that must be provided in or together with the notice in order for it to be considered properly given. Accordingly, if a shareholder intends to nominate a director for election at the 2020 Annual Meeting, or if a shareholder desires to bring business before the 2020 Annual Meeting which is also to be included in our proxy statement for that meeting, notice from the shareholder so providing must be received by the Corporate Secretary at the address set forth on the first page of this Proxy Statement by no later than February 12, 2021, unless the date of the meeting is changed by more than thirty (30) days from the date of the 2020 Annual Meeting. We will not entertain any nominations or business at an Annual Meeting that do not meet the requirements set forth in our bylaws. We also reserve the right to omit from our proxy statement any shareholder proposal or business that we are not required to include under the Exchange Act, including Rule 14a-8, or otherwise. If the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such matter or nomination.

The Company is subject to the informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by the Company may be inspected without charge and copies obtained upon payment of prescribed fees from the Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 100 F Street, NE, Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330, or by way of the SEC's Internet address, (www.sec.gov).

The Company will provide without charge to each shareholder, upon the written request of such person, a copy of the Company's Annual Report on Form 10-K, including the financial statements and schedules thereto, required to be filed with the SEC for the fiscal year ended March 29, 2020. Written requests for a copy of the Company's Annual Report on Form 10-K should be directed to Aric M. Spitulnik, Corporate Secretary, 11126 McCormick Road, Hunt Valley, Maryland 21031.

Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below: TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. The Board of Directors recommends a vote “FOR” all nominees named in Proposal No. 1, “FOR” Proposal No. 2 and “FOR” Proposal No. 3. 1. Proposal No. 1. To elect the eight director nominees listed in our 2020 Proxy Statement, to serve until the 2021 annual meeting of shareholders and until their respective successors are duly elected and qualified. 01 Robert B. Barnhill, Jr. 02 John D. Beletic 03 Jay G. Baitler 04 Stephanie Dismore 05 Paul J. Gaffney 06 Sandip Mukerjee 07 Dennis J. Shaughnessy 08 Morton F. Zifferer, Jr. Vote FOR all nominees (except as marked) Vote WITHHELD from all nominees Please fold here – Do not separate (Instructions: To withhold authority to vote for any indicated nominee, mark the box above “Vote FOR all nominees (except as marked)” and write the number(s) of the nominee(s) for whom votes are withheld in the box provided to the right.) 2. Proposal No. 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021. For Against Abstain 3. Proposal No. 3. To consider and approve, by an advisory (non-binding) vote, the compensation of our named executive officers for the fiscal year 2020. For Against Abstain The proxies named herein are hereby authorized to vote in their discretion upon any other matter which may properly come before the Annual Meeting or any adjournment or postponement thereof, including any proposal presented for any adjournment of the meeting. The undersigned hereby acknowledge receipt of the Notice of 2020 Annual Meeting of Shareholders, the Proxy Statement, and the Company’s Annual Report on Form 10-K for fiscal year 2020. The undersigned hereby revokes all proxies heretofore given for said meeting or any adjournment or postponement thereof. Date Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

TESSCO TECHNOLOGIES INCORPORATED ANNUAL MEETING OF SHAREHOLDERS Date: Friday, July 24, 2020 Time: 11.00 a.m., Eastern Time Virtual Meeting Access: The Annual Meeting will be held exclusively via audio webcast in a virtual meeting format. To attend remotely you will need to register on the meeting date, beginning at 10:30 a.m. Eastern Time, at https://web.lumiagm.com/22545207. When prompted, enter the Meeting Code: TESSCO2020 and then the Control Number appearing on this Proxy Card or separately provided to you. proxy The undersigned hereby appoints SANDIP MUKERJEE and ARIC M. SPITULNIK, and each of them, with full power of substitution to each, as proxy, to vote all shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders of TESSCO Technologies Incorporated to be held Friday, July 24, 2020 at 11:00 a.m., Eastern Time, and at any adjournment or postponement thereof. The Annual Meeting will be held solely by means of remote communication in a virtual format. To be admitted to the meeting at the Internet address above, you will need to have and to input the specific Control Number which was provided to you separately. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY SENDING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY TIMELY PROVIDING A LATER-DATED PROXY OR BY ATTENDING REMOTELY AND VOTING AT THE MEETING. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE PERSON SIGNING IT. IF NO DIRECTION IS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES NAMED FOR ELECTION AS DIRECTORS, “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021, AND “FOR” APPROVAL ON AN ADVISORY BASIS OF THE NAMED EXECUTIVE OFFICER COMPENSATION FOR FISCAL YEAR 2020, AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. For shares held in TESSCO Technologies Incorporated employee benefit plans: This card also constitutes voting instructions to the trustees or administrators, as applicable, of certain of TESSCO Technologies Incorporated’s employee benefit plans to vote shares attributable to accounts the undersigned may hold under such plans as indicated on the reverse of this card. If no voting instructions are provided, such shares will be voted in accordance with the provisions of the respective plans. For shares held in TESSCO Technologies Incorporated’s employee benefit plans, the deadline for submitting voting instructions is 11:59 p.m. (Central Time) on July 21, 2020. For other record holders, the polls for voting will close at the appropriate time during the Annual Meeting. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. MAIL * Mark, sign and date your proxy card and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. *For shares held in TESSCO Technologies Incorporated employee benefit plans, the deadline for submitting instructions is 11:59 p.m. (Central Time) on July 21, 2020.


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


Proposal 1.		To elect the eight director nominees listed in the Proxy Statement to serve until the 2021 annual meeting of shareholders and until their respective successors are duly elected and qualified;
Proposal 2.		To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021; and
Proposal 3.		To consider and approve, by an advisory (non-binding) vote, the compensation of our named executive officers for fiscal year 2020.

Name

Jay G. Baitler	86,500	48,167	—		—	134,667
Robert B. Barnhill	77,000	48,167	125,584	(2)	—	250,751
John D. Beletic	100,000	48,167	—		—	148,167
Paul J. Gaffney	83,000	48,167	—		—	131,167
Benn R. Konsynski	87,000	48,167	—		—	135,167
Dennis J. Shaughnessy	84,000	48,167	—		—	132,167
Morton F. Zifferer	88,000	48,167	—		—	136,167

	2020		2019

Audit Fees(1)	$	565,725	$	424,000
Audit-Related Fees(2)		—		9,000
Tax Fees		—		—
All other fees		—		—

Total	$	565,725	$	433,000

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)	(b)	(c)
Equity compensation plans approved by security holders	1,019,358(1)	$13.76(2)	834,200(3)


Sincerely,
Jay G. Baitler	Paul J. Gaffney	Dennis J. Shaughnessy
Robert B. Barnhill, Jr.	Benn R. Konsynski, Ph. D.	Morton F. Zifferer, Jr.
John D. Beletic	Sandip Mukerjee



Director	Audit Committee	Compensation Committee	Nominating and Governance Committee	Risk and Strategy Committee
Jay G. Baitler	X	X		X
Robert B. Barnhill, Jr.				X
John D. Beletic		X	X	X
Paul J. Gaffney			X	X
Benn R. Konsynski	X		X
Sandip Mukerjee
Dennis J. Shaughnessy		X		X
Morton F. Zifferer	X	X

	Stock Awards

Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(1)(2)
Murray Wright		3,438		61,987
Sandip Mukerjee		—		—
Douglas A. Rein		1,719		30,994
Aric M. Spitulnik		1,719		30,994
Elizabeth S. Robinson		1,719		30,994
Joseph M. Cawley		1,563		28.181