|   |
|---|
|   |  |
| x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |

|        |
|--------|
|        |  |
|  ̈ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |
| Delaware                                                      |   | 36-3154957 |
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. EmployerIdentification No.) |

|                                      |
|--------------------------------------|
|                                      |  |  |
| Title of Each Class                  | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock, $.01 par value | WSTL | NASDAQ Capital Market |

|                                   |
|-----------------------------------|
|                                   |  |  |  |
| Large Accelerated Filer |  ̈ | Accelerated Filer |  ̈ |
|                              |   |   |   |
| Non-Accelerated Filer             |  ̈  (Do not check if a smaller reporting company), | Smaller Reporting Company | x |
|                              |   |   |   |
|                              |   | Emerging Growth Company |  ̈ |

----

|              |
|--------------|
|              |  |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |
| Period             |   | Total Number of Shares Purchased (a) |   | Average Price Paid per Share |   | Total Number of Shares  Purchased asPart of Publicly AnnouncedPrograms (b) |   | Maximum Number (or Approximate DollarValue) that May Yet Be Purchased Under thePrograms (b) |
| January 2020  |   | — |  |   | $0.0000 |   | — |  |   | $680,957 |
| February 2020 |   | 856 |  |   | $1.0334 |   | — |  |   | $680,957 |
| March 2020         |   | — |  |   | $0.0000 |   | — |  |   | $680,957 |
| Total              |   | 856 |  |   | $1.0334 |   | — |  |   |   |

|     |                                                                                                                                                                                                                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | In the quarter ended March 31, 2020, the Company repurchased 856 shares from employees that were surrendered to satisfy the minimum statutory tax withholding obligations on the vesting of restricted stock units.  These repurchases, which are not included in the authorized share repurchase program, had a weighted-average purchase price of $1.03 per share. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | In May 2017, the Board of Directors authorized a new share repurchase program whereby the Company could repurchase up to an additional aggregate of $2.0 million of its outstanding Class A Common Stock in addition to the $0.1 million remaining from the August 2011 authorization.  The August 2011 authorization was exhausted during the first quarter of fiscal year 2018 and there was approximately $0.7 million remaining under the May 2017 authorization as of March 31, 2020. |

----

|                     |
|---------------------|
|                     |  |  |
| Name                | Age | Principal Occupation and Other Information |
|                |   |   |
| Kirk R. Brannock    | 62 | Kirk R. Brannock has served as Chairman of Westell's Board of Directors since September 2017.  He served as Interim President and Chief Executive Officer at Westell from November 2017 through May 2018 after serving in that capacity from October 2016 through July 2017.  Previously Mr. Brannock served as a member of Westell’s Board of Directors from February 2011 to September 2014.  He retired in 2010 from his position as Senior Vice President -Ethernet Deployment at AT&T, a leading provider of voice, video, data and broadband delivery services, after a career spanning more than 30 years.  Previously Mr. Brannock served in leadership positions at AT&T, Ameritech and SBC, including Senior Vice President - AT&T National Installation & Maintenance and President - SBC/Ameritech Midwest Network Services.  Mr. Brannock holds a Bachelor of Arts in Business Administration from Michigan State University and is currently a Board Member and Board President for a Marriott International $42 million Cooperative.  Mr. Brannock's extensive knowledge of Westell operations and the telecommunications industry along with his other board experience qualify him to serve as the Chairman of the Board. |
|                |   |   |
| Scott C. Chandler   | 59 | Scott C. Chandler has served as a Director of the Company since September 2018.  Mr. Chandler is the Managing Partner of Franklin Court Partners, LLC, a consulting firm that provides management and financial consulting services, a position he has held since 2002.  From 1998 to 2001, Mr. Chandler was Chief Financial Officer and then Senior Vice President for Rhythms Netconnections Inc. (former NASDAQ: RTHM).  Mr. Chandler was a member of the senior management team that led this international provider of DSL networking and services prior to the sale of a majority of its assets to MCI Worldcom, now Verizon. From 1996 to 1998, Mr. Chandler served as President and Chief Executive Officer of C-COR Incorporated (former NASDAQ: CCBL), a publicly-traded corporation that, prior to its acquisition in 2007, was a leading supplier of broadband telecommunications equipment.  He earned an MBA from the Wharton School of Business at the University of Pennsylvania and a BA from Whitworth University. Mr. Chandler currently serves as a member of the board of directors of PetroShare Corp. (OTCMKTS: PRHR) and several privately-held and non-profit entities and has in the past served as a member of several public company boards, such as Cimetrix Incorporated (OTCMKTS: CMXX), Tollgrade Communications Inc. (NASDAQ: TLGD), and Paradyne Networks Inc. (NASDAQ: PDYN).  Mr. Chandler's experience in the cable and telecom industries, his extensive management and financial experience along with his prior board experience qualify him to serve as a member of the Audit, Compensation, and Corporate Governance and Nominating Committees. |
|                |   |   |
| Timothy L. Duitsman | 58 | Timothy L. Duitsman was named as President and CEO in September 2019 after being appointed to the Westell Board of Directors in June 2019.  Previously, Mr. Duitsman served as the Senior Vice President of Product Development at Klein Tools, a manufacturer of hand tools, where he was responsible for product development launches, a position he held since 2012. Mr. Duitsman initially joined Klein Tool in 2009 as the Vice President of Engineering.  Prior to Klein Tools, Mr. Duitsman served as Vice President of Research and Development at Intermatic, from 2004 to 2008, where he increased sales of new industrial products.  Previously, Mr. Duitsman served in various engineering and leadership roles at Westell.  Mr. Duitsman earned an MBA from Northwestern University Kellogg School of Management, as well as MS and BS degrees in Mechanical Engineering from the University of Illinois at Chicago and the University of Illinois at Champaign-Urbana, respectively.  Mr. Duitsman's technical and leadership experience qualify him to serve on the Board of Directors. |
|                |   |   |

----

|                        |
|------------------------|
|                        |  |  |
| Robert W. Foskett(1)   | 43 | Robert W. Foskett has served as a Director of the Company since September 2009.  Mr. Foskett is the Managing Partner and Investment Committee Member of Table Mountain Capital LLC, a private investment company, a position he has served since 2006.  Prior to joining Table Mountain Capital LLC, he served from 2002 to 2006 as a Research Director at L.H. Investments, a private investment company.  Mr. Foskett holds an MBA from the University of Denver, Daniels College of Business.  Mr. Foskett’s investment experience and education qualify him to serve on the Board of Directors and as a member of the Corporate Governance and Nominating Committee. |
|                   |   |   |
| Robert C. Penny III(1) | 67 | Robert C. Penny III has served as a Director of the Company since September 1998.  He is the owner of Eastwood Land & Cattle, a private business.  Mr. Penny’s years of service as a board member and his knowledge of the Company’s business and technology qualify him to serve as a member of the Board of Directors and as the Chair of the Corporate Governance and Nominating Committee. |
|                   |   |   |
| Cary B. Wood           | 53 | Cary B. Wood has served as a Director of the Company since March 2017.  In December 2019, Mr. Wood rejoined Grede Holdings LLC, a privately held manufacturer of innovative metal components for the automotive, industrial and commercial marketplaces, as Chief Executive Officer and as a Member of its Board of Directors, where he previously held leadership positions between August 2004 and November 2008, including as interim CEO of its predecessor company, Citation Corporation.  He currently serves as the Chairman of the Board of Directors of Duravent Corporation, a privately held venting systems firm, since January 2017.  From June 2017 until January 2019, Mr. Wood was President and Chief Executive Officer of Angelica Corporation, a leading provider in the healthcare and medical textile processing and related services.  Mr. Wood serves as the Lead Independent Director, Chairman of the Compensation Committee and as a member of the Audit Committee of the Board of Directors of Broadwind Energy (NASDAQ: BWEN), a precision manufacturer of structures, equipment and components for clean energy technology and other specialized applications, since May 2016.  Mr. Wood served as Chairman of the Operating Committee and as a member of the Nominating and Corporate Governance Committee of the Board of Directors of Vishay Precision Group, Inc. (NYSE: VPG), an internationally-recognized designer, manufacturer and marketer of resistive foil technology, sensors, and sensor-based systems to niche, industrial applications, from March 2016 to May 2018.  Mr. Wood served as President, Chief Executive Officer, and as a member of the Board of Directors of Sparton Corporation (NYSE: SPA), a global manufacturer of complex and regulated electronic services as well as engineering products in the medical, avionics, industrial and defense sectors, from November 2008 until February 2016.  Mr. Wood received a Bachelor of Science in Technology from Purdue University, a Master of Science in Industrial Operations from the School of Management at Lawrence Technological University, and an MBA in Finance from Loyola University-Chicago.  Mr. Wood’s executive experience and his service on public company boards qualify him to serve on the Board of Directors, as a Chair of the Compensation Committee, and as a member of the Audit Committee. |
|                   |   |   |

----

|               |
|---------------|
|               |  |  |
| Mark A. Zorko | 68 | Mark A. Zorko has served as Director of the Company since January 2017.  Mr. Zorko is a principal with executive management and business support services firm Brentwood Advisory Group.  In January 2016, Mr. Zorko founded Brentwood 401k, LLC, to provide 401(k) plan advisory services to middle market firms.  Mr. Zorko previously chaired the Nominating and Corporate Governance Committee and from 2009 to 2019 served on both the Audit and Compensation Committees of Perma-Pipe International Holdings, Inc. (NASDAQ:PPIH) (formerly MFRI [NASDAQ: MFRI]), a firm in the piping solutions industry.  He was the interim Chief Financial Officer at radiation science and services firm Landauer Inc. (NYSE: LDR) from June 2014 until April 2015.  Mr. Zorko served as the CFO of Steel Excel, Inc. (NASDAQ: SXCL), a public energy industry firm, from August 2011 until May 2013.  He also served as the President and CEO of SXCL's subsidiary Wells Services Ltd. (WSL), a $30-million Steel Excel business, in 2012 and CFO of DGT Holdings (DGTC), a medical imaging firm, from 2006 through 2012.  SXCL, WSL and DGTC are all affiliated with Steel Partners Holding, L.P., a publicly traded diversified global holding company. Mr. Zorko was on the Audit Committee for Opportunity International, a microfinance bank, and was on the Finance Committee for the Alexian Brothers Health System.  He received an MBA in IT from the University of Minnesota and a Bachelor of Science in Accounting from The Ohio State University.  After completing his MBA, Mr. Zorko began his career as a CPA at Arthur Andersen, and worked his way up via the controllership ranks at Honeywell and Zenith Data Systems in the United States and Europe.  He is a Certified Public Accountant and a NACD Board Leadership Fellow and recently earned the NACD’s CERT Certificate in Cybersecurity Oversight.  Mr. Zorko's executive experience and his service on public company boards qualify him to serve on the Board of Directors, as the Chair of the Audit Committee, and as a member of the Compensation Committee. |
|          |   |   |

|     |                                                                      |
|-----|----------------------------------------------------------------------|
| (1) | Mr. Robert W. Foskett is the nephew of Mr. Robert C. Penny III.  |

----

|                     |
|---------------------|
|                     |  |  |  |  |
| Name                |   | Age |   | Position |
| Timothy L. Duitsman |   | 58 |   | President and Chief Executive Officer |
| Jeniffer L. Jaynes  |   | 48 |   | Interim Chief Financial Officer, Vice President, Corporate Controller and Secretary |
| Jesse Swartwood     |   | 46 |   | Senior Vice President, Worldwide Sales |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Timothy L. Duitsman – Timothy L. Duitsman is a Member of the Board in addition to his role as President and Chief Executive Officer. His biographical information is included above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Jeniffer L. Jaynes – Jeniffer L. Jaynes has served as the Company’s interim Chief Financial Officer since August 24, 2019.  Prior to assuming the role of the CFO, she served as the Vice President and Corporate Controller since July 1, 2018, and will continue to serve in these capacities.  She previously served as the Company’s Assistant Vice President of Financial Reporting from 2016 until 2018, and as Director of SEC Reporting from 2007 to 2016.  Ms. Jaynes initially joined the Company in 1996 and held various accounting positions with the Company through 2000.  Prior to rejoining the Company in 2007, Ms. Jaynes served as the Director of SEC Reporting at Infinity Property and Casualty Corporation (NASDAQ: IPCC), and as the Manager of Financial Reporting at Pemco Aviation Group, Inc. (subsequently known as Alabama Aircraft Industries, Inc. (NASDAQ: AAII)).  Ms. Jaynes is a Certified Public Accountant and began her career as an auditor with Arthur Andersen LLP. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Jesse Swartwood - Jesse Swartwood joined Westell in 2005, in connection with the acquisition of HyperEdge, a manufacturer of network service access products, as Regional Sales Vice President with responsibility for the AT&T account and assumed the role of Senior Vice President, Worldwide Sales, in September 2016, and became an executive officer effective January 1, 2017.  During his tenure at Westell, Mr. Swartwood served in a number of roles including Vice President, North American Sales.  From 1996 to 2005, Mr. Swartwood held various positions with increasing responsibility including Director and Vice President of Sales at HyperEdge, a manufacturer of network service access products which was acquired by Westell.  Mr. Swartwood earned a Bachelor of Arts in Telecom Management from DeVry University and a Bachelor of Arts in Economics and Management and a Bachelor of Arts in Sociology from Beloit College.                                                                        |

----

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |
| Director                |   | Audit |   | Compensation |   | CorporateGovernance andNominating |
| Kirk R. Brannock        |   |   |   |   |   | (1)  |
| Scott C. Chandler       |   | Member |   | Member |   | Member |
| Timothy L. Duitsman     |   |   |   | (2)  |   |   |
| Robert W. Foskett  |   |   |   |   |   | Member |
| Robert C. Penny III     |   |   |   |   |   | Chair |
| Cary B. Wood            |   | Member |   | Chair |   |   |
| Mark A. Zorko           |   | Chair |   | Member |   |   |

|     |                                                                                                                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Effective September 11, 2018, Mr. Brannock was appointed as a Member of the Corporate Governance and Nominating Committee.  Effective September 12, 2019 Mr. Brannock resigned from the Corporate Governance and Nominating Committee. |
|     |                                                                                                                                                                                                                                                                                           |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Effective June 18, 2019, Mr. Duitsman was appointed as a Member of the Compensation Committee.  Concurrent with this appointment as CEO on September 1, 2019, Mr. Duitsman was no longer deemed an independent director and therefore resigned as a member of the Compensation Committee. |

----

----

|                                                                                               |
|-----------------------------------------------------------------------------------------------|
|                                                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name & PrincipalPosition                                                                  | Year | Salary($) |  | Bonus ($) |   | StockAwards($)(1) |   | OptionAwards($)(1) | Non-EquityIncentivePlanCompensation($) |  | All Other Compensation ($)(2) | Total ($) |
| Timothy L. Duitsman  President and CEO                                                        | 2020 | 175,000 |  | (3)  | — |   | 211,300 |  | (4)  | 92,828 | — |  |   | 7,856 |  | 486,984 |  |
| Alfred S. John  Former President and CEO                                                      | 2020 | 137,308 |  | (5)  | — |   | 236,998 |  |   | — | — |  |   | 29,859 |  | 404,165 |  |
|                                                                                          | 2019 | 294,231 |  | (6)  | — |   | 314,000 |  |   | 144,319 | — |  |   | 21,489 |  | 774,039 |  |
| Jeniffer L. Jaynes  Interim CFO, Vice President, Corporate Controller and Secretary | 2020 | 253,962 |  | (7)  | — |   | 52,800 |  |   | — | — |  |   | 500 |  | 307,262 |  |
| Thomas P. Minichiello  Former Senior Vice President, CFO, Treasurer and Secretary   | 2020 | 121,154 |  | (8)  | — |   | — |   | — | — |  |   | 500 |  | 121,654 |  |
|                                                                                          | 2019 | 300,000 |  |   | — |   | 38,640 |  |   | — | 11,800 |  | (9)  | 500 |  | 350,940 |  |
| Jesse Swartwood  Senior Vice President, Worldwide  Sales                                      | 2020 | 225,000 |  |   | — |   | 94,275 |  |   | — | — |  |   | 500 |  | 319,775 |  |
|                                                                                          | 2019 | 216,346 |  |   | — |   | 80,500 |  |   | — | 7,260 |  | (9)  | 500 |  | 304,606 |  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Represents the fair value of the award on the grant date, computed in accordance with ASC 718.  A discussion of the assumptions used in calculation of these values may be found in footnote 10 to our audited financial statements of the Company’s 2020 Annual Report on Form 10-K filed with the SEC on June 18, 2020.  For awards containing a performance-based vesting condition, the value reported in the table above reflects the grant date probable outcome of the performance condition, which assumes earning 100% of the targeted amount.  In fiscal year 2019, Mr. John earned 5,000 shares or 10% of the targeted amount.  In fiscal year 2020, no performance-based awards were earned. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | All other compensation consists of Company 401(k) match, and in fiscal year 2019 for Mr. John $20,489 for relocation and temporary housing and in fiscal year 2020 for Mr. John $10,000 for temporary housing and $19,359 for severance which included a lease buy-out. In fiscal year 2020, includes $6,856 of Board fees for Mr. Duitsman, which he received prior to being appointed as the Company’s President and CEO on September 1, 2019. |
|     |                                                                                                                             |
|-----|-----------------------------------------------------------------------------------------------------------------------------|
| (3) | Represents Mr. Duitsman’s salary ($300,000 per annum) from his hire date of September 1, 2019 through March 31, 2020. |
|     |                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Includes $4,300 for a restricted stock award for services as a Director during the period from June 2019 until his appointment as President and CEO on September 1, 2019. |
|     |                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------|
| (5) | Represents Mr. John’s salary ($340,000 per annum) from April 1, 2019, through August 23, 2019, his termination date. |
|     |                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------|
| (6) | Represents Mr. John’s salary ($340,000 per annum) from his hire date of May 21, 2018, through March 31, 2019. |
|     |                                                                                                                                                                                                    |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | Represents Ms. Jaynes’ salary for fiscal year 2020, which temporarily increased to $300,000 in connection with her appointment as Interim Chief Financial Officer effective August 24, 2019. |
|     |                                                                                                                                   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------|
| (8) | Represents Mr. Minichiello’s salary ($300,000 per annum) from April 1, 2019, through August 23, 2019, his termination date. |
|     |                                                                                                                                                                                                                                                                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (9) | The bonus plan is a performance-based plan that provides for cash-based awards tied to the achievement of our quarterly and annual financial objectives. For fiscal 2019, the cash bonus payouts were based on revenue and non-GAAP operating profit results as compared to plan targets.  The actual amount paid was 6.6% of the NEO’s target bonus. |

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                | Option Awards |   | Stock Awards |
| Name                | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable(#) |   | Number ofSecuritiesUnderlyingUnexercisedOptions Unexercisable (#) |   | OptionExercisePrice ($) | OptionExpirationDate |   | Number ofShares orUnits ofStock thatHave NotVested (#) |   | MarketValue of Shares or Units of Stock that Have Not Vested ($) (1) |   |
| Timothy L. Duitsman | — |  |   | 150,000 |  | (2)  | 1.35 |  | 09/01/2026 |   |   |   |   |   |
|                |   |   |   |   |   |   |   | 100,000 |  | (3)  | 78,000 |  |   |
|                |   |   |   |   |   |   |   | 2,500 |  | (4)  | 1,950 |  |   |
| Jeniffer L. Jaynes  | 1,250 |  |   | — |  |   | 4.70 |  | 09/18/2022 |   |   |   |   |   |
|                | 1,250 |  |   | — |  |   | 4.64 |  | 04/01/2023 |   |   |   |   |   |
|                |   |   |   |   |   |   |   | 3,334 |  | (5)  | 2,601 |  |   |
|                |   |   |   |   |   |   |   | 7,667 |  | (6)  | 5,980 |  |   |
|                |   |   |   |   |   |   |   | 15,000 |  | (7)  | 11,700 |  |   |
|                |   |   |   |   |   |   |   | 15,000 |  | (8)  | 11,700 |  |   |
| Jesse Swartwood     | 3,750 |  |   | — |  |   | 4.70 |  | 09/18/2022 |   |   |   |   |   |
|                | 37,500 |  |   | — |  |   | 2.16 |  | 09/06/2023 |   |   |   |   |   |
|                |   |   |   |   |   |   |   | 6,667 |  | (5)  | 5,200 |  |   |
|                |   |   |   |   |   |   |   | 16,667 |  | (6)  | 13,000 |  |   |
|                |   |   |   |   |   |   |   | 15,000 |  | (7)  | 11,700 |  |   |

|     |                                                                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The market value is calculated by multiplying the number of shares that have not vested by $0.78, the closing price of the Class A Common Stock as of March 31, 2020. |
|     |                                                                                                                      |
|-----|----------------------------------------------------------------------------------------------------------------------|
| (2) | Non-qualified stock option award vests in equal annual installments of 33% per year commencing on September 1, 2020. |
|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (3) | Restricted stock unit award vests in equal annual installments of 33% per year commencing on September 1, 2020. |
|     |                                                     |
|-----|-----------------------------------------------------|
| (4) | Restricted stock award vests 100% on June 18, 2020. |
|     |                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------|
| (5) | Restricted stock unit award vests in equal annual installments of 33% per year commencing on April 1, 2018. |
|     |                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------|
| (6) | Restricted stock unit award vests in equal annual installments of 33% per year commencing on April 2, 2019. |
|     |                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------|
| (7) | Restricted stock unit award vests in equal annual installments of 33% per year commencing on April 2, 2020. |
|     |                                                            |
|-----|------------------------------------------------------------|
| (8) | Restricted stock unit award vests 100% on August 26, 2020. |

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |  |  |  |  |
|                                  |   | Termination withoutCause or for GoodReason following achange in control($) |   | Change inControl withoutTermination($) |   | Termination forGood Reason($) |   | Terminationwithout Cause ($) |
| Cash Compensation                     |   | 300,000 |  |   | — |  |   | — |  |   | 300,000 |  |
| Health Benefits                       |   | — |  |   | — |  |   | — |  |   | — |  |
| Stock Option Vesting Acceleration (1) |   | — |  |   | — |  |   | — |  |   | — |  |
| Stock Award Vesting Acceleration (2)  |   | 79,950 |  |   | — |  |   | — |  |   | — |  |
| Total                                 |   | 379,950 |  |   | — |  |   | — |  |   | 300,000 |  |

|     |                                                                                                                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The market value is calculated by multiplying the number of options that have not vested by the difference between $0.78, the closing price of the Class A Common Stock as of the last business day of fiscal year 2020, less the strike price of the option. |
|     |                                                                                                                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The market value is calculated by multiplying the number of shares that have not vested by $0.78, the closing price of the Class A Common Stock as of the last business day of fiscal year 2020. |

----

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |  |  |  |  |
|                                  |   | Termination withoutCause or for GoodReason following achange in control($) |   | Change inControl withoutTermination($) |   | Termination forGood Reason($) |   | Terminationwithout Cause ($) |
| Cash Compensation                     |   | 300,000 |  |   | — |  |   | 300,000 |  |   | 300,000 |  |
| Health Benefits                       |   | 11,170 |  |   | — |  |   | 11,170 |  |   | 11,170 |  |
| Stock Option Vesting Acceleration (1) |   | — |  |   | — |  |   | — |  |   | — |  |
| Stock Award Vesting Acceleration (2)  |   | 31,981 |  |   | — |  |   | — |  |   | — |  |
| Total                                 |   | 343,151 |  |   | — |  |   | 311,170 |  |   | 311,170 |  |

|     |                                                                                                                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The market value is calculated by multiplying the number of options that have not vested by the difference between $0.78, the closing price of the Class A Common Stock as of the last business day of fiscal year 2020, less the strike price of the option. |
|     |                                                                                                                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The market value is calculated by multiplying the number of shares that have not vested by $0.78, the closing price of the Class A Common Stock as of the last business day of fiscal year 2020. |

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |  |  |  |  |
|                                  |   | Termination withoutCause following achange in control($) |   | Change inControl withoutTermination($) |   | Termination forGood Reason($) |   | Terminationwithout Cause ($) |
| Cash Compensation                     |   | 112,500 |  |   | — |  |   | — |  |   | 112,500 |  |
| Health Benefits                       |   | 8,245 |  |   | — |  |   | — |  |   | 8,245 |  |
| Stock Option Vesting Acceleration (1) |   | — |  |   | — |  |   | — |  |   | — |  |
| Stock Award Vesting Acceleration (2)  |   | 29,901 |  |   | — |  |   | — |  |   | — |  |
| Total                                 |   | 150,646 |  |   | — |  |   | — |  |   | 120,745 |  |

|     |                                                                                                                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The market value is calculated by multiplying the number of options that have not vested by the difference between $0.78, the closing price of the Class A Common Stock as of the last business day of fiscal year 2020, less the strike price of the option. |
|     |                                                                                                                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The market value is calculated by multiplying the number of shares that have not vested by $0.78, the closing price of the Class A Common Stock as of the last business day of fiscal year 2020. |

----

----

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |
| Name                    |   | Fees Earnedor Paid in Cash ($) |   | Stock Awards($)(2)(3) |   | Total ($) |
| Timothy L. Duitsman (1) |   | — |   | — |   | — |
| Kirk R. Brannock (4)    |   | 49,250 |   | 28,999 |   | 78,249 |
| Scott C. Chandler(4)    |   | 39,250 |   | 28,999 |   | 68,249 |
| Robert W. Foskett(4)    |   | 29,250 |   | 28,999 |   | 58,249 |
| Robert C. Penny III(4)  |   | 29,250 |   | 28,999 |   | 58,249 |
| Cary B. Wood(4)         |   | 44,250 |   | 28,999 |   | 73,249 |
| Mark A Zorko(4)         |   | 44,250 |   | 28,999 |   | 73,249 |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Mr. Duitsman, a Director and our President and CEO, is not included in this table as compensation received by Mr. Duitsman is shown in the Summary Compensation Table.  Since becoming an employee of the Company, on September 1, 2019, Mr. Duitsman has received no additional compensation for his service as director.  Mr. Duitsman’s equity holdings as of March 31, 2020 are presented in the Outstanding Equity Awards at Fiscal Year-End table. |
|     |                                                                                                                                                                                                                                                                                                                                                |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The values reflect the aggregate grant date fair value as determined under ASC 718.  Assumptions used in the calculation of these amounts are included in footnote 10 to the Company’s audited financial statements for fiscal year 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2020. |
|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (3) | The equity portion of the annual grant to directors vests annually on the date of grant over a one-year period. |
|     |                                                                                          |
|-----|------------------------------------------------------------------------------------------|
| (4) | As of March 31, 2020, each director had 21,014 shares of unvested restricted stock. |

----

|          |                                                                                                |
|----------|------------------------------------------------------------------------------------------------|
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |
| Name                                                              |   | Number ofClass AShares(1)(2)(3) |   | Number ofClass BShares (3) |   | Percent ofClass ACommonStock(4) |   | Percent ofClass BCommon Stock(4) |   | Percent ofTotal VotingPower(4) |
| Kirk R. Brannock                                                  |   | 200,354 |  | (5)  | — |   | 1.6% |   | — |   | * |
| Scott C. Chandler                                                 |   | 38,653 |  |   | — |   | * |   | — |   | * |
| Timothy L. Duitsman                                               |   | 52,500 |  |   | — |   | * |   | — |   | * |
| Robert W. Foskett                                                 |   | 64,634 |  |   | 3,484,287 | (6) (7)  | * |   | 100.0% |   | 53.3% |
| Robert C. Penny III                                               |   | 55,884 |  |   | 3,237,878 | (7)  | * |   | 92.9% |   | 49.5% |
| Cary B. Wood                                                      |   | 45,884 |  |   | — |   | * |   | — |   | * |
| Mark A. Zorko                                                     |   | 45,884 |  |   | — |   | * |   | — |   | * |
| Jeniffer L. Jaynes                                                |   | 32,750 |  |   | — |   | * |   | — |   | * |
| Jesse Swartwood                                                   |   | 99,429 |  |   | — |   | * |   | — |   | * |
| All Current Directors andExecutive Officers as agroup (9 Persons) |   | 635,972 |  |   | 3,484,287 |   | 5.2% |   | 100.0% |   | 55.5% |
| Former Executive Officers                                         |   |   |   |   |   |   |   |   |   |   |
| Alfred S. John                                                    |   | 15,513 |  |   | — |   | * |   | — |   | * |
| Thomas P. Minichiello                                             |   | 139,049 |  | (8)  | — |   | 1.1% |   | — |   | * |

|     |                                                                                                                                                                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Includes options to purchase shares that are exercisable within 60 days of June 30, 2020, as follows:  Ms. Jaynes: 2.500 shares; Mr. Swartwood: 41,250 shares; and all current directors and executive officers as a group: 43,750 shares. |
|     |                                                                                                                                                                                                                                                                                                                                                                      |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes unvested restricted stock awards where the holder has voting rights but not dispositive rights as follows:  Mr. Brannock: 21,014 shares; Mr. Chandler: 21,014 shares; Mr. Foskett: 21,014 shares; Mr. Penny: 21,014 shares; Mr. Wood: 21,014 shares; Mr. Zorko: 21,014 shares; and all current directors and executive officers as a group: 126,084 shares. |
|     |                                                                                                                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Class A Common Stock is freely transferable and Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis.  Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share. |
|     |                                                                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Percentage of beneficial ownership and voting power is based on 12,329,880 shares of Class A Common Stock and 3,484,287 shares of Class B Common Stock outstanding as of June 30, 2020. |
|     |                                             |
|-----|---------------------------------------------|
| (5) | 169,201 shares are held by Revocable Trust. |
|     |                                                                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6) | Includes 246,409 shares held in trust for the benefit of Mr. Penny’s children for which Mr. Foskett is trustee and has sole voting and dispositive power.  Mr. Foskett disclaims beneficial ownership of these shares. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | Includes 3,237,878 shares of Class B Common Stock held in the Voting Trust Agreement dated February 23, 1994, as amended (the “Voting Trust”), among Robert C. Penny III and certain members of the Penny family.  Mr. Penny, Mr. Foskett, and Mr. Patrick J. McDonough, Jr. are co-trustees and have joint voting and dispositive power over all shares in the Voting Trust.  Messrs. Penny, Foskett and McDonough each disclaim beneficial ownership with respect to all shares held in the Voting Trust in which they do not have a pecuniary interest.  For additional information on the Voting Trust, see the Schedule 13D/A filed with the SEC on May 5, 2015.  The Voting Trust contains 953,208 shares held for the benefit of Mr. Penny and 120,656 shares held for the benefit of Mr. Foskett.  The address for Messrs. Penny, Foskett and McDonough is Robert W. Foskett, 1035 Pearl St. #400, Boulder, Colorado 80302. |
|     |                               |
|-----|-------------------------------|
| (8) | 5,000 shares are held by IRA. |

----

|                                                                        |
|------------------------------------------------------------------------|
|                                                                        |  |  |  |  |  |  |  |  |  |  |
| Name and Address of Beneficial Owner                                   |   | Number ofClass AShares(2) |   | Number ofClass BShares(2) |   | Percent ofClass ACommonStock |   | Percent ofClass BCommonStock |   | Percent ofTotal VotingPower(3) |
| Renaissance Technologies LLC (1)800 Third Avenue New York, NY 10022    |   | 906,770 |   | — |   | 7.4% |   | — |   | 3.5% |
| David C. Hoeft555 California Street, 40th FloorSan Francisco, CA 94104 |   | 959,033 |   | — |   | 7.8% |   | — |   | 3.7% |
| Silk Investment Advisors24 Hearthstone DriveMedfield, MA 02052         |   | 761,787 |   | — |   | 6.2% |   | — |   | 2.9% |

|     |                                                                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | In its capacity as an investment manager, the beneficial owner may be deemed to beneficially own the shares of Class A Common Stock listed in the table.  The shares listed in the table are held by the beneficial owner for its own account or for the account of its clients. |
|     |                                                                                                                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Class A Common Stock is freely transferable and Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis.  Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share. |
|     |                                                                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Percentage of beneficial ownership and voting power is based on 12,329,880 shares of Class A Common Stock and 3,484,287 shares of Class B Common Stock outstanding as of June 30, 2020. |

|                                                           |
|-----------------------------------------------------------|
|                                                           |  |  |  |  |  |  |
| Plan category                                             |   | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights(#)(1) |   | Weighted-average exerciseprice of outstandingoptions, warrants andrights($)(2) |   | Number of securitiesremaining available forfuture issuance (excludingsecurities reflected in thefirst column)(#) |
| Equity compensation plansapproved by security holders (3) |   | 667,920 |   | 1.87 |   | 1,520,134 |
| Equity compensation plans notapproved by security holders |   | — |   | — |   | — |
| Total                                                     |   | 667,920 |   | 1.87 |   | 1,520,134 |

|     |                                              |
|-----|----------------------------------------------|
| (1) | Includes outstanding options, RSUs and PSUs. |
|     |                                                                    |
|-----|--------------------------------------------------------------------|
| (2) | Represents weighted-average exercise price of outstanding options. |
|     |                                                                                 |
|-----|---------------------------------------------------------------------------------|
| (3) | All amounts in this row relate to the 2019 Omnibus Incentive Compensation Plan. |
|          |                                                                           |
|----------|---------------------------------------------------------------------------|
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
| Fee Category       |   | Fiscal2020 |   | Fiscal2019 |
| Audit Fees         |   | $ | 346,655 |  |   | $ | 434,500 |  |
| Audit-Related Fees |   | 3,500 |  |   | 21,450 |  |
| Tax Fees           |   | — |  |   | — |  |
| All Other Fees     |   | — |  |   | — |  |
| Total              |   | $ | 350,155 |  |   | $ | 455,950 |  |

|               |
|---------------|
|               |  |  |
| ExhibitNumber |   | Document Description |
|          |   |   |
| 2.1           |   | Agreement and Plan of Merger, dated as of March 15, 2013, by and among Westell, Inc., Wes Acquisition Sub, Inc., Kentrox, Inc., and Investcorp Technology Ventures II, L.P. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 18, 2013). |
|          |   |   |
| 2.2           |   | Stock Purchase Agreement, dated as of March 1, 2014, by and among Westell, Inc., Cellular Specialties, Inc., the shareholders of Cellular Specialties, Inc., Scott T. Goodrich and R. Bruce Wilson, in their capacity as the sellers’ representative and each of Scott T. Goodrich, Fred N.S. Goodrich, Kelley Carr, and R. Bruce Wilson (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 3, 2014). |
|          |   |   |

----

|          |
|----------|
|          |  |  |
| 3.1      |   | Amended and Restated Certificate of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005). |
|     |   |
| 3.2      |   | Amended and Restated Bylaws, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 18, 2015). |
|     |   |   |
| 3.3      |   | Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 30, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 31, 2017). |
|     |
| 4.1      |   | Description of Capital Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended March 31, 2020). |
|     |   |   |
| 9.1      |   | Voting Trust Agreement dated February 23, 1994, as amended (incorporated herein by reference to Exhibit 9.1 to the Company's Registration Statement No. 33-98024 on Form S-1, as amended). |
|     |   |   |
| 9.1(a)   |   | Third Amendment to Voting Trust Agreement, dated as of April 30, 2015 (incorporated herein by reference to Exhibit 1 to Amendment No. 16 to Schedule 13D filed by Robert C. Penny III, Robert W. Foskett and Patrick J. McDonough, Jr. filed on May 5, 2015). |
|     |   |   |
| 10.1     |   | Stock Transfer Restriction Agreement entered into by members of the Penny family, as amended (incorporated herein by reference to Exhibits 10.4 and 10.16 to the Company's Registration Statement No. 33-98024 on Form S-1). |
|     |   |   |
| 10.2     |   | Form of Registration Rights Agreement among Westell Technologies, Inc. and trustees of the Voting Trust dated February 23, 1994 (incorporated herein by reference to Exhibit 10.5 to the Company's Registration Statement No. 33-98024 on Form S-1, as amended). |
|     |   |   |
| 10.3     |   | Promissory Note, dated April 8, 2020, by and among Westell, Inc. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2020). |
|     |   |   |
| *10.4    |   | Offer Letter for Alfred S. John, date May 2, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 9, 2018) |
|     |   |   |
| *10.5    |   | Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Alfred S. John on May 21, 2018 (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended March 31, 2018). |
|     |   |   |
| *10.6    |   | Form of Restricted Stock Unit Award Agreement for award granted to Alfred S. John on May 21, 2018 (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended March 31, 2018). |
|     |   |   |
| *10.7    |   | Form of Indemnification Agreement for Directors and Officers of the Company (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010). |
|     |   |   |
| *10.8    |   | Offer letter for Timothy Duitsman, dated August 18, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2019). |
|     |   |   |
| *10.9(a) |   | General Release Agreement with Alfred S. (Stephen) John, dated August 21, 2019 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 22, 2019). |
|     |   |   |
| *10.10   |   | Severance Agreement for Jeniffer Jaynes, dated February 12, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 28, 2019). |
|     |   |   |
| *10.11   |   | Form of Stock Option Award Agreement for award granted to Alfred S. John on May 21, 2018 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended March 31, 2018). |
|     |   |   |
| *10.12   |   | Westell Technologies, Inc. 2019 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement for its 2019 Annual Meeting of Stockholders, filed on July 26, 2019). |
|     |   |   |
| *10.13   |    | Form of Restricted Stock Unit Award under the 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). |
|     |   |   |

----

|        |
|--------|
|        |  |  |
| *10.14 |    | Form of Restricted Stock Unit Award Agreement for award granted to Jeniffer Jaynes on August 26, 2019 (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). |
|   |   |   |
| *10.15 |    | Summary of Director Compensation (incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended March 31, 2020). |
|   |   |   |
| *10.16 |    | Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Timothy Duitsman on September 1, 2019 (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). |
|   |
| *10.17 |    | Form of Non-Qualified Stock Option Award under the 2019 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). |
|   |   |   |
| *10.18 |   | Form of Non-Employee Director Restricted Stock Award under the 2019 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on From 10-Q for the quarter ended September 30, 2019). |
|   |   |   |
| *10.19 |   | Form of Restricted Stock Unit Award under the 2019 Omnibus Incentive Compensation Plan (incorporated by herein reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). |
|   |   |   |
| *10.20 |   | Form of Restricted Stock Unit Award Agreement for award granted to the leadership team on November 1, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2016). |
|   |   |   |
| *10.21 |   | Employment agreement for Thomas P. Minichiello (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 28, 2013). |
|   |   |   |
| *10.22 |   | Offer Letter for Kirk R. Brannock, dated September 26, 2016 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 28, 2016). |
|   |   |   |
| *10.23 |   | Form of Restricted Stock Unit Award Agreement for award granted to Kirk R. Brannock on March 31, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 3, 2018). |
|   |   |   |
| *10.24 |   | Form of Restricted Stock Unit Award Agreement for award granted to Kirk R. Brannock on October 17, 2016 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016). |
|   |   |   |
| *10.25 |   | Form of Performance Share Award under the 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). |
|   |   |   |
| *10.26 |   | Severance agreement for Jesse Swartwood, dated February 7, 2018 (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed for the quarter ended on December 31, 2017). |
|   |   |   |
| *10.27 |   | Offer Letter for Kirk R. Brannock, dated November 24, 2017 (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on November 27, 2017). |
|   |   |   |
| *10.28 |   | Westell Technologies, Inc. 2015 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on July 29, 2015). |
|   |   |   |
| *10.29 |   | Form of Non-Employee Director Restricted Stock Award under the 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). |
|   |   |   |
| *10.30 |   | Form of Restricted Stock Award Agreement for award granted to Kirk R. Brannock on July 7, 2017 (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017). |
|   |   |   |
| *10.31 |   | Form of Non-Qualified Stock Option Award under the 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). |
|   |   |   |
| *10.32 |   | Letter Regarding Employment Agreement Matters to Thomas P. Minichiello, dated July 5, 2017 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 10, 2017). |
|   |   |   |

----

|         |
|---------|
|         |  |  |
| 21.1    |    | Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the Company's Annual Report of Form 10-K for the year ended March 31, 2020). |
|    |   |   |
| 23.1    |   | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm (incorporated herein by reference to Exhibit 23.1 to the Company's Annual Report on From 10-K for the year ended March 31, 2020). |
|    |   |   |
| 31.1    |    | Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.1 to the Company's Annual Report on Form 10-K for the year ended March 31, 2020). |
|    |   |   |
| 31.1(a) |   | Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
|    |   |   |
| 31.2    |    | Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002  (incorporated herein by reference to Exhibit 31.2 to the Company's Annual Report on Form 10-K for the year ended March 31, 2020). |
|    |   |   |
| 31.2(a) |   | Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
|    |   |   |
| 32.1    |    | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.1 to the Company's Annual Report on Form 10-K for the year ended March 31, 2020). |
|    |   |   |
| 101     |    | The following financial information from the Annual Report on Form 10-K for the year ended March 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to the Consolidated Financial Statements. |
|    |   |   |

|   |
|---|
|   |  |
| * | Management contract or compensatory plan or arrangement. |

----