UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities
Exchange Act of 1934 (Amendment No. ____)___)

Check the appropriate box:

WIRELESS TELECOM GROUP, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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

¨[  ] Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

WIRELESS TELECOM GROUP, INC.

25 Eastmans Road

Parsippany, NJ 07054

(973) 386-9696

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 5, 20174, 2020

To the Shareholders of Wireless Telecom Group, Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), will be held on Thursday June 4, 2020 at 8:00 a.m., Eastern Time (the “Meeting”). Due to the offices of Bryan Cave LLP, 1290 Avenuepublic health impact of the Americas, 35^th Floor,Coronavirus pandemic and so that we may support the health and well-being of our employees and shareholders, the board of directors has directed that the Meeting be held as a “virtual meeting” via live webcast so long as permissible under New York, NY 10104, on Monday, June 5, 2017, at 9:00 a.m.Jersey law.

As of the date of this notice, there is in effect a state of emergency declared by the Governor of the State of New Jersey related to the Coronavirus pandemic. This allows the Company to hold a virtual annual meeting of shareholders. You will be able to attend the Meeting virtually and to vote and submit questions during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/WTT2020 and entering the 16-digit control number provided in these proxy materials.

We are actively monitoring the situation surrounding the Coronavirus pandemic and we are sensitive to the public health and travel concerns of our shareholders and the protocols that federal, state and local governments may impose. If it is not then legally permissible to hold a completely virtual Meeting under New Jersey law (because there is not currently a state of emergency in effect in New Jersey), local time (the “Meeting”),we will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting as a “hybrid” meeting, meaning that the Meeting will be held in person with concurrent participation by remote means for shareholders who are not physically present. Any such change will be announced via press release and website posting, as well as the filing of additional proxy materials with the Securities and Exchange Commission.

The Meeting is being held for the following purposes:

The board of directors of the Company unanimously recommends that you vote “FOR” each of the six nominees to the board of directors and “FOR” the ratification of the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

The close of business on April 24, 201717, 2020 has been fixed as the record date for the determination of shareholders entitledtoentitled to notice of and to vote at the Meeting. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote at the Meeting.

All shareholders are cordially invited

Regardless of whether you choose to attend the Meeting. Whethervirtual Meeting, we encourage you to vote prior to the Meeting by completing, dating, signing and returning the proxy card sent to you, or by voting online or by telephone, following the instructions contained on the proxy card. Voting online, by telephone or by returning the proxy card does not deprive you expectof your right to attend you are requestedthe virtual Meeting and to sign, date and returnvote your shares at the enclosed proxy promptly. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience.Meeting. Shareholders who execute proxies retain the right to revoke them at any time prior to the voting thereof by (i) filing written notice of such revocation with the Secretary of the Company, (ii) submission ofsubmitting a duly executed proxy bearing a later date, or (iii) voting in person at the Meeting. AttendanceParticipation at the Meeting will not in and of itself constitute revocation of a proxy. Any written notice revoking a proxy should be sent to: Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.

IF YOUR SHARES ARE HELD BY A BANK OR BROKER, YOU MUST BRING YOUR BANK OR BROKER’S STATEMENT EVIDENCING YOUR BENEFICIAL OWNERSHIP OF THE SHARES TO THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.

By Order of the Board of Directors,

Michael Kandell

Secretary

Dated: April 26, 201717, 2020

Important Notice Regarding the Availability of Proxy Materials For the June 4, 2020 Shareholder Meeting:The Company’s notice of annual meeting of shareholders, proxy statement and Annual Report are available on the internet athttp://www.proxyvote.com.

PLEASE READ THE ACCOMPANYING PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS. WE RECOMMEND THAT YOU SUBMIT YOUR PROXY TO VOTE YOUR SHARES AS SOON AS POSSIBLE. YOUR VOTE VERY IS IMPORTANT TO US.

Internet		Telephone		Mail		Webcast
Visit the Web site noted on your proxy card.		Use the toll-free telephone number on your proxy card.		Sign, date and return your proxy card in the enclosed envelope to vote by mail.		Participate in the meeting and vote electronically at www.virtualshareholdermeeting.com/WTT2020.

WIRELESS TELECOM GROUP, INC.

25 Eastmans Road

Parsippany, NJ 07054

(973) 386-9696

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

June 5, 20174, 2020

This proxy statement and accompanying proxy card isare furnished in connection with the solicitation by the board of directors of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), of proxies in the enclosed form for the Annual Meeting of Shareholders (the “Meeting”) to be heldon Thursday June 4, 2020 at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, 35^th Floor, New York, NY 10104, on Monday, June 5, 2017, at 9:8:00 a.m., local time, Eastern Time and for any adjournment or adjournments thereof, for the purposes set forth in the foregoing Notice of Annual Meeting of Shareholders. The persons named in the enclosed proxy form will vote the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for which they are appointed in accordance with the directions of the shareholders appointing them. The principal executive offices of the Company are located at 25 Eastmans Road, Parsippany, New Jersey 07054. The approximate date on which this proxy statement and the accompanying form of proxy will first be mailed to the Company’s shareholders is April 28, 2017.22, 2020. Copies of the Company’s Annual Report to Shareholders containing audited financial statements of the Company for the fiscal year ended December 31, 2019, are being mailed together with this proxy statement to all shareholders entitled to notice of and to vote at the Meeting.

AtSUMMARY

This summary highlights information contained in the Meeting,proxy statement. It does not include all of the information that you should consider prior to voting, and we encourage you to read the entire document prior to voting.

Shareholders are being asked to vote on the following proposals will be presented tomatters at the shareholders for approval:2020 Meeting:

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL MEETING AND VOTING

How can I participate in the Virtual Meeting?

It is our intention that this year our Meeting will be a completely virtual meeting. There will be no physical meeting location. Our board of directors has directed this in light of the Company’s Annual Report containing audited financial statementspublic health impact of the Coronavirus (COVID-19) pandemic and the related state of emergency declared in New Jersey. The Meeting will be a completely virtual meeting so long as permitted by New Jersey law. See below “What if the Company is not permitted to have a completely virtual meeting?” for further information.

To participate in the fiscal year ended December 31, 2016, are being mailed togetherMeeting, visit www.virtualshareholdermeeting.com/WTT2020 and enter the 16-digit control number included on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:30 a.m., Eastern Time (“ET”), on June 4, 2020. The meeting will begin promptly at 8:00 a.m. ET on June 4, 2020.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you wish to submit a question, during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/WTT2020, and follow the instructions in the virtual meeting platform for submitting a question. Questions pertinent to meeting matters will be answered during the Meeting, subject to time constraints.

If you encounter any technical difficulties with this proxy statement to all shareholdersthe virtual meeting platform on the Meeting day either during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform log in page.

Who is entitled to vote at the Meeting.Meeting?

Important Notice RegardingYou are entitled to vote at the AvailabilityMeeting if you owned shares of Proxy Materials For June 5, 2017 Shareholder Meeting:The Company’s notice of annual meeting of shareholders, proxy statement and Annual Report are available on the internet athttp://www.proxyvote.com.

OUTSTANDING SHARES AND VOTING RIGHTS

Only holders of record of shares ofour Common Stock as of the close of business on April 24, 201717, 2020 (the “Record Date”) are entitled. Each share of our Common Stock entitles the holder of such share on the Record Date to one vote on each matter submitted to the shareholders at the Meeting.

On the Record Date, there were 22,289,47521,647,571 shares of Common Stock outstanding and entitled to be voted at the Meeting. As of the Record Date, there were 398 holders of record of the Common Stock. Each outstanding share of Common Stock as of the Record Date is entitled to one vote on all matters to be acted upon at the Meeting. A complete list of shareholders of record entitled to vote at the Meeting will be available for inspection by any shareholder for any purpose germane to the Meeting for 10 days priorat the Meeting.

The presence, virtually or by proxy, of the holders of a majority of the voting power of our outstanding stock entitled to vote at the Meeting during ordinary business hoursis necessary to constitute a quorum at the Company’s headquarters located at 25 Eastmans Road, Parsippany, New Jersey 07054.

Most ofMeeting. A quorum is required for the Company’s shareholders hold theirto conduct business at the Meeting.

How do I vote at the Virtual Meeting?

If you own Common Stock and your shares through a broker, bank or other nominee, rather thanare registered directly in their own name. Thereyour name, then you are some important distinctions between beingthe “record holder” of the shares, and you may vote your shares before the Meeting by following the instructions on your proxy card, or you may vote your shares at the Meeting by completing a ballot online during the meeting through the virtual shareholder of record and being the beneficial owner ofmeeting platform at www.virtualshareholdermeeting.com/WTT2020. If your shares are held in the name of your brokerage firm, bank or other nominee, then you are considered the “beneficial owner” of shares held in street name, and you should receive instructions from your brokerage firm, bank or other nominee that must be followed in order for your shares to be voted based on your instructions. Brokerage firms, banks and other nominees typically have a nominee.

Attendance at the virtual Meeting, is generally limited to our shareholders and their authorized representatives. All shareholders must bring an acceptable form of identification, such as a driver’s license, in order to attend the Meeting in person. In addition, if you hold shares of Common Stock in “street name” and would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business on the Record Date for the Meeting. However, those who hold shares in “street name” cannot vote their shares at the Meeting without a legal proxy.

Shares of Common Stock represented by proxies that are properly executed, duly returned and not revoked will be voted in accordance with the instructions contained therein. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience. If you give your proxy but do not include specificplease obtain instructions on how to vote at the individuals named as proxies will votemeeting from your shares as follows:broker, bank or other nominee.

If other mattersyou are properly presenteda shareholder of record there are four ways to vote:

Voting by Mail. By signing the proxy card and returning it in the postage-prepaid and addressed envelope enclosed with these proxy materials, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the individuals named as proxiesmanner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Meeting virtually so that your shares will havebe voted even if you later find yourself unable to attend the discretionMeeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and returnall proxy cards that you receive to ensure that all of your shares are voted.

Voting at the Virtual Meeting. If you plan to attend the virtual Meeting and to vote on those matters forduring the meeting, we will provide you in accordance with their best judgment. At this time we know of no other matter to be presentedan online ballot during the Meeting through the virtual shareholder meeting platform at www.virtualshareholdermeeting.com/WTT2020. To vote at the meeting, please follow the instructions on your proxy card. We recommend you vote by proxy even if you plan to attend the Meeting. You can always change your vote at the meeting.

Voting by Telephone. To vote by telephone, please follow the voting instructions and use the toll-free telephone number on your proxy card. If you are a record holder and you vote by telephone, you do not need to complete and mail a proxy card.

Voting Online.If you wish to vote your shares online, please follow the instructions included on your proxy card. If you are a record holder and you vote online, you do not need to complete and mail a proxy card.

How to vote if you are a “beneficial owner” of shares held in street name:

Shares that are held in a brokerage account in the name of the broker or by a bank or other nominee are held in “street name.” If your shares are held in street name, you should follow the voting instructions provided by your broker, bank, or other nominee. If you hold your shares in street name and wish to vote at the meeting, please obtain instructions on how to vote at the meeting from your broker, bank, or other nominee.

Can I change my vote?

Any shareholder givingof record delivering a proxy has the power to change or revoke such proxyit at any time before it is voted byby: (i) filing written notice of such revocation with the Secretary of the Company, (ii) submission ofsubmitting a duly executed proxy bearing a later date, or (iii) voting in person at the Meeting. AttendancePlease note, however, that any beneficial owner of our Common Stock whose shares are held in street name may (a) revoke his or her proxy and (b) attend and vote his or her shares at the virtual Meeting will not in and of itself constitute a revocation of a proxy. Any written notice revoking a proxy should be sent to: Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.

A quorum is required for the Company’s shareholders to conduct business at the Meeting. The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote at the Meeting (a majority of the outstanding shares of the Company’s common stock as of the Record Date) will constitute a quorum, permitting us to conduct the business of the Meeting. Please carefully consider the information contained in this proxy statement and, whether or not you plan to attend the Meeting, submit your vote promptly so that we can be assured of having a quorum present at the Meeting and so that your shares may be votedonly in accordance with your wishes even if you later decide notapplicable rules and procedures that may then be employed by such beneficial owner’s brokerage firm or bank.

What Proposals am I being asked to attend. Abstentions and “broker non-votes” (described below) will be counted for purposes of determining whether there is a quorum for the transaction of businessvote on at the Meeting.Virtual Annual Meeting and what is required to approve each proposal?

You are being asked to vote on three proposals:

In voting with regard to Proposal 1, you may vote in favor of each nominee, withhold authority to vote in favor of one or more nominees, or abstain from voting. Directors arewill be elected by a plurality of the votes cast by holders of our shares present virtually or represented by proxy at the Meeting and entitled to vote thereon at the Meeting (in person or by proxy). Only shares that are votedon Proposal 1, provided a quorum is present.

In voting with regard to Proposal 2, you may vote in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the Meeting that are not voted for a particular nomineeproposal, against the proposal, or shares present by proxy where the shareholder properly withheld authorityabstain from voting. The vote required to vote for such nominee will not be counted toward such nominee’s achievement of a plurality.

The affirmative vote ofapprove Proposal 2 is a majority of the votes castvoting power of our shares present virtually or represented by holders of sharesproxy at the Meeting and entitled to vote thereonon Proposal 2, provided a quorum is present.

In voting with regard to Proposal 3, you may vote in favor of the proposal, against the proposal, or abstain from voting. The vote required to approve Proposal 3 is a majority of the voting power of our shares present virtually or represented by proxy at the Meeting (in person or by proxy)and entitled to vote on Proposal 3, provided a quorum is required for ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the 2017 calendar year. See below for a discussion of the effect of abstentions and broker non-votes.present.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received voting instructions from the beneficial owner in a timely fashion and does not have discretionary voting power with respect to that matter because it is considered non-routine. Under the current rules of the New York Stock Exchange, brokers have discretionary authority with respect to the ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the 2017 calendar year, and may therefore vote your shares with respect to such proposal if such broker does not receive instructions from you. However, brokers or other nominees may not exercise discretionary voting power with respect to the election of directors, as director elections are considered to be non-routine. Therefore, if a broker or other nominee has not received voting instructions from the beneficial owner with respect to proposal 1 regarding the election of directors, such nominee cannot vote the relevant shares on the proposal for which no voting instructions have been received. As a result, it is important that you provide appropriate instructions to your brokerage firm with respect to your vote.

Effect of Abstentions and Broker Non-VotesAbstentions.: If your shares are treated as an abstention or broker non-vote, youra shareholder abstains from voting, those shares will only be counted only for purposes of determining whether a quorum is present. Abstentions and broker non-votes will not be considered in determining the number of votes cast on a particular matter.

The Company is not aware, as of the date hereof, of any matters to be voted upon at the Meeting other than those stated in this proxy statement. If any other matters are properly brought before the Meeting, your proxy gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.

What happens if I don’t return my proxy card or vote my shares?

If you hold your shares directly, your shares will not be voted if you do not return your proxy card, vote online or by telephone prior to the meeting, or vote online at the virtual Meeting. If your shares are held in the name of a bank or brokerage firm (i.e., in “street name”) and you do not vote your shares, your bank or brokerage firm can only vote your shares in their discretion for proposals which are considered “routine” proposals. Proposal 3, the ratification of the appointment of our independent registered public accounting firm, is considered a routine proposal, and therefore we do not expect any “broker non-votes” (as defined below) on Proposal 3.

Brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the broker for proposals which are considered “non-discretionary” (i.e., a “broker non-vote”). Proposals 1 and 2 are non-discretionary proposals. Broker non-votes will be counted for the purpose of determining if a quorum is present but will not be considered as shares entitled to vote on Proposals 1 and 2. Broker non-votes will have no effect on the outcome of those proposals.

What happens if I sign, date and return my proxy card but do not specify how to vote my shares?

If a signed proxy card is received which does not specify a vote or an abstention, then the shares represented by that proxy card will be votedFOR the election of all seven director nominees,FOR the approval of the Company’s executive compensation, andFOR the ratification of the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2020.

Who pays for the cost of this proxy solicitation?

We will bear the cost of preparing, printing and filing the proxy statement and related proxy materials. In addition to soliciting proxies through the mail, we may solicit proxies through our directors, officers and employees, in person and/or by telephone, email and facsimile. Our directors, officers and other employees will not receive compensation for such services other than regular director or employee compensation. Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares held of record by them. We will pay all expenses incurred in connection with the solicitation of proxies.

What if the Company is not permitted to have a completely virtual annual meeting?

As indicated above, as of the date of this proxy statement, there is in effect a state of emergency declared by the Governor of the State of New Jersey related to the Coronavirus (COVID-19) pandemic. Under New Jersey law, a New Jersey corporation, like the Company, may hold a completely virtual annual meeting of shareholders during a state of emergency declared by the Governor. In the event that the Company learns that there will not be a state of emergency at the time of the Meeting, the Company will announce alternative arrangements for the Meeting as promptly as practicable. The alternative arrangements may include holding the Meeting as a “hybrid” meeting, meaning that the Meeting will be held in person with concurrent participation by remote means for shareholders who are not physically present. Even at a hybrid meeting, shareholders participating by remote means will be able to submit questions during the Meeting, as described above, and to vote at the Meeting, as described above. Any change from a completely virtual meeting will be announced via press release and website posting, as well as with the filing of additional proxy materials with the Securities and Exchange Commission.

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Company’s By-laws provide that the Company’s board of directors shall consist of up to nine members. The number of directors constituting the Company’s board of directors, as determined by the Company’s board of directors, is currently fixed at seven, and at present, there are seven directors serving onseven. At the Company’s board of directors. As has been previously disclosed, Don C. Bell III recently advised the Company that he will not seek re-election to the board. Accordingly, at the Meetingmeeting, the Company’s shareholders will be asked to vote for the election of only sixseven nominees to serve on the Company’s board of directors until the next annual meeting of shareholdersfor a one year term and until their respective successors are elected and qualified. The Nominations and Governance Committee will undertakeShareholders may not vote for a reviewgreater number of the composition of the board and make a recommendation to the board as to whether to seek candidates to fill the vacancy left by Mr. Bell’s departure or to reducepersons than the number of directors constituting the board to six. The board does not expect these recommendations will be made before the Meeting.nominees named.

If a proxy is properly executed but does not contain voting instructions, it will be voted “FOR” the election of each of the nominees named below as a director of the Company. Proxies can be voted only for persons who are nominated in accordance with applicable law and the procedures set forth in the Company’s by-laws.By-laws. Management has no reason to believe that any of the nominees named below will be unable to serve as a director. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the proxies may be voted for such substitute nominees as the Company’s board of directors may designate.

Director Nominees and Executive Officers of the Company

Set forth below are the names, ages and descriptions of the backgrounds, as of April 3, 2017, ofis information with respect to each of the director nominees, all of whom are current directors and of the executive officers of the Company. All directors, except Mr. Manko, are currently serving one year terms and were previously elected by the shareholders. Mr. Manko was appointed by the board of directors on June 27, 2019 to fill a vacancy on the board and to serve until the 2020 annual meeting of shareholders.

Alan L. Bazaar, a director nominee, became a director of the Company in June 2013 and was elected Chairman of the board of directors in April 2014. Mr. Bazaar is currently the Chief Executive Officer of Hollow Brook Wealth Management LLC, a position he has held since November 2013, where he is responsible for firm-wide operations, investment research, and portfolio management. Mr. Bazaar hasis currently serving as a director of PDL BioPharma Inc., a public company engaged in development of innovative therapeutics and healthcare technologies. Mr. Bazaar served as a director of Hudson Global Inc. sincefrom June 2015.2015 to May 2019 and a director of Sparton Corp. from May 2016 until the completion of its sale in March 2019. Mr. Bazaar served as a director of LoJack Corporation from March 2015 until the completion of its sale in March 2016. Mr. Bazaar was formerly a director of NTS, and served from December 2012 until the completion of its sale in June 2014. From 2004 until April 2008, Mr. Bazaar has served as a director of Media Sciences International, Inc., which manufactured and distributed business color printer supplies and industrial ink applications in the United States. From July 1999 until December 2009, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC where he co-managed the public equity portfolio and was responsible for all elements of due diligence. Previously, Mr. Bazaar served as a director of Airco Industries, Inc., a privately held manufacturer of aerospace products, and was employed by Arthur Andersen LLP in the Assurance and Financial Buyer’s Practices group and in the Business Fraud and Investigation Services Unit. Mr. Bazaar received an undergraduate degree in History from Bucknell University and a Master of Business Administration from the Stern School of Business at New York University. Mr. Bazaar is also a Certified Public Accountant.Accountant (“CPA”). The Company believes that Mr. Bazaar’s successful track record as an accomplished business leader with significant experience as Chief Executive Officer and membershipservice on public company boards qualifies him to serve on the Company’s board of directors.

Joseph Garrity, a director nominee, became a director of the Company in July 2007. From 2011 to present, Mr. Garrity serveshas served as the co-founder, COO/CFO of Salem Global Partners, Inc., a strategic recruiting and consulting company serving the financial services industry. Mr. Garrity served in various capacities from 1991 to 2005 including: Executive Vice President, Chief Financial Officer, Chief Operating Officer and Director of 4 Kids Entertainment, a licensing company involved in film and television production, and a New York Stock Exchange-listed company at the time.Fortime. For more than six years prior to such time, Mr. Garrity was a Senior Audit Manager for Deloitte & Touche LLP serving U.S. and multinational public companies. Mr. Garrity is a member of the advisory board of directors of AGB Search, Inc., a higher education executive search firm, and a trustee of the Central Harlem Initiative for Learning and Development and Saint Michael’s College. Mr. Garrity has over 20 years of experience in executive financial management and is a CPA and a member of the New York State Society of CPAs and the AICPA. Mr. Garrity received an undergraduate degree in economics from Saint Michael’s College and a Master of Science in Accounting from Pace University. Mr. Garrity’s significant tenure as the chief financial officer of a public company, as well as his financial background, qualifies him to serve on the Company’s board of directors and as a financial expert on the Company’s audit committee.

Mitchell Herbets, a director nominee, became a director of the Company in June 2015. Mr. Herbets serves as the Managing Principal of Herbets Consulting LLC, a consulting company he formed in 2012. He currently serves as non-executive Chairman of Thales Defense and Security, Inc., a global technology company that provides advanced technology equipment to the U.S. defense and federal technology markets.In February 2018, Mr. Herbets became Chairman of Photonis Defense, Inc., a privately held technology company specializing in photo sensor imaging. In June 2019 he become the Chairman of Orolia Defense Inc., a privately held global leader in position, navigation and timing technology.From 2000 to 2010, Mr. Herbets served as the Chief Executive Officer and President & CEO of Thales. He joined Thales in 1987 and served in a number of senior executive positions, including leadership roles in program management, engineering, and business development prior to serving as Chief Executive Officer.CEO. Prior to joining Thales, Mr. Herbets’ career included four years of service with the U.S. Army with the final rank of Captain. He holds a Bachelor’s degree in Electrical Engineering from Lehigh University and a Master’s in Business Administration from George Washington University. Mr. Herbets’ experience as the CEO of a chief executive officer,technology company, in addition to his significant technical expertise in wireless communications and his background in the defense industry, qualifies him to serve on the Company’s board of directors.

Michael Millegan,Joseph M. Manko, Jr. became a director nominee,of the Company on June 27, 2019 when he was appointed by the board of directors to fill a vacancy on the board. Mr. Manko is the Managing Member and Senior Principal of Horton Capital Management, LLC, an investment manager, positions he has held since March 2013. Mr. Manko has also been a minority owner and a Managing Director at Mufson Howe Hunter & Co., LLC, a boutique investment bank focusing on middle-market companies, since June 2011. Prior to that, Mr. Manko was Partner and Chief Executive Officer of Switzerland-based BZ Fund Management Limited, where he was responsible for corporate finance, private equity investments, three public equity funds and the firm’s Special Situations and Event-Driven strategies, from January 2005 to December 2010. Mr. Manko was a Managing Director with Deutsche Bank AG, an investment bank in London, from September 1997 to December 2004. Earlier in his career, Mr. Manko served as a Vice President at Merrill Lynch & Co, Inc., an investment bank, from September 1995 until September 1997, and as a corporate finance attorney at Skadden, Arps, Slate, Meagher & Flom LLP, a law firm, from November 1991 until September 1995. Mr. Manko has served on the board of directors of Repro-Med Systems, Inc., a leading developer and manufacturer of medical devices and supplies, since May 2016 and as Lead Director since July 2018. Mr. Manko also served as a director of Safeguard Scientifics, Inc., a venture capital firm focused in healthcare, financial services and digital media, since March 2019. Mr. Manko has also served on the board of directors of Creative Realities, Inc., a marketing technology company from 2018 until earlier in 2020, and several European biotechnology companies, including NovImmune, S.A. from 2006 until 2010. Mr. Manko received his Juris Doctorate from the University of Pennsylvania Law School and his Bachelor’s degree from University of Pennsylvania. Mr. Manko’s experience on the boards of multiple public companies, his experience in the capital markets and public investing and his participation in numerous successful shareholder value creation strategies and monetizations qualify him to serve on the Company’s board of directors.

Michael Millegan became a director of the Company on November 13, 2016. Mr. Millegan was President of Verizon Global Wholesale group, a business unit of Verizon Communications, where he focused on global carrier, wireless and cable company network requirements from 2007 until his retirement in December 2013. During this time, he served as a member of the Verizon Leadership Committee which focused on operational performance. Prior to that, Mr. Millegan was Senior Vice President/Market President for Verizon’s Midwest Operations and Senior Vice President

Enterprise/Wholesale business unit, which focused on over 300 large enterprise customers. Mr. Millegan also led the Logistics/Supply Chain business unit as the Senior Vice President from 2000 to 2004. Mr. Millegan served on the advisory board of FINSPHERE, a leader in mobile identity authentication enabling financial institutions and mobile network operators to protect against credit card fraud. In addition, Mr. Millegan is an advisor to WINDPACT, an innovative sports technology company developing protective gear to minimize sports related concussive head trauma. Mr. Millegan serves on the board of directors of the Virginia Mason Foundation, a division of the Virginia Mason Health System responsible for enhancing the level of philanthropic support of Virginia Mason Health System. In 2019, Mr. Millegan joined the board of directors of Portland General Electric, one of the largest public utilities in the pacific northwest as well as Vettd, a company that develops AI-based software solutions for the human resource industry. He holds a Bachelor’s and Master’s degree in Business Administration from Angelo State University. Mr. Millegan’s experience as an executive at Verizon and advisor to multiple technology companies qualifies him to serve on the Company’s board of directors.

Allan D.L. Weinstein became a director nominee, was appointed to fill a vacancy onof the board of directorsCompany on November 9, 2016. Mr. Weinstein is the co-founder and Managing Partner of Gainline Capital Partners LP., a private equity firm. Prior to co-founding Gainline in 2015, he was a Managing Partner of CAI Private Equity, a private equity firm, which he joined in 2012. While at CAI, Mr. Weinstein served on the firm’s Investment Committee and was a partner in CAI’s management company. Before joining CAI, Mr. Weinstein was a Managing Director at New York-based private equity firm Lincolnshire Management, Inc., where he was employed for nearly 18 years. Among other responsibilities at Lincolnshire, he served as interim Chief Financial Officer of a portfolio company and led a transaction that in 2007 won Private Equity Deal of the Year from the Los Angeles Venture Association. Mr. Weinstein began his career with Fleet Bank, and he has served as a director or officer of numerous privately held companies, including Allison Marine,CSAT Solutions, Prince Sports, Bankruptcy Management Solutions and Shred-Tech Corporation, as well as Chief Financial Officer of Credentials Services International, Inc. He is currently on the Board of Directors of CSAT Solutions Holdings LLC,iES-Mach, a reverse logisticsprivately held company serving the electronics sector.providing grid relationship management software and demand response services to large commercial energy consumers, and Southern Motion, Inc. a privately held leader in design and innovation in motion furniture. Mr. Weinstein has a Bachelor’s degree in History and Economics from Vassar College. Mr. Weinstein’s experience in private equity and membershipservice on boards of multiple companies qualifies him to serve on the Company’s board of directors.

Timothy Whelan, a director nominee, was appointed Chief Executive Officer of the Company effective June 30, 2016, and has served as a director of the Company since March 2015. Before assuming the role of the Company’s CEO, Mr. Whelan was Managing Director of Echo Financial Business Consulting Group, a privately held financial and operational consulting firm he co-founded in February 2014. Mr. Whelan served as President and Chief Operating Officer of IPC Systems, Inc., a company that provides and services voice communication systems for the financial services industry, from 2009 to 2013. Mr. Whelan served as Executive Vice President and Chief Financial Officer of IPC Acquisition Corp./IPC Systems Holdings Corp. from 2001 to 2009 and also served as its Principal Accounting Officer from 2001 to 2009. From July 2000 to December 2001, Mr. Whelan served as Divisional Chief Financial Officer of Global Crossing’s Financial Markets division. From May 1999 to June 2000, Mr. Whelan served as Vice President of Finance at IPC Information Systems, Inc. and IXnet. Mr. Whelan is a certified public accountantCPA and previously worked for Ernst & Young from 1992 to 1999. He previously spent four years as a U.S. Naval Officer. Mr. Whelan has served asis currently a director of Edgewater Technology, Inc. since March 2016.the NY Metropolitan chapter of the USO. He has a Bachelor of Science degree in Accounting from Villanova University. Mr. Whelan’s significant tenure as a chief financial officer and chief operating officer, his experience managing all aspects of the financial management of a company, as well as his experience in IT services, technology and telecommunications industries, qualifies him to serve on the Company’s board of directors.

Paul Genova is currently serving as the Company’s President and Chief Operating Officer, a role he has held since June of 2016. Previously, he served as the Company’s Chief Executive Officer and member of the board of directors from November 2009 and as the Company’s Chief Financial Officer from September 2003 to September 2010. From March 2004 until July 2005, Mr. Genova served as a director of the Company and from September 2005 to January 2006, Mr. Genova served as interim Chief Executive Officer of the Company. From 1994 to February 2002, Mr. Genova served as Chief Financial Officer of Wilson Logistics, Inc., a supply chain management and industrial services provider. From 1985 to 1994, Mr. Genova worked with Deloitte & Touche LLP as a Senior Audit Manager, working with various global manufacturing companies.

Michael Kandellwas appointed to serve as Chief Financial Officer effective January 2, 2017. Prior to joining the Company, Mr. Kandell worked at Avaya, Inc., a multinational technology company specializing primarily in unified communication and contact center products and services, from 2010, most recently serving

as Senior Director of Accounting. Prior to Avaya, Mr. Kandell worked at Precision Partners, Inc., an advanced manufacturing and engineering services company, from 20072006 to 2010 as assistant corporate controller and, prior to that, from 20001997 to 20072004 at Ernst & Young LLP in various roles in the audit and assurance practice. He received his Bachelor of Science degree in accounting from College of New Jersey. Mr. Kandell is a Certified Public Accountant.

Joseph DeboldDaniel Monopolihas servedas was appointed to serve as Chief Technology Officer effective June 30, 2017. Mr. Monopoli was most recently General Manager of the Company’s Senior Vice President of Global SalesTest and MarketingMeasurement segment serving in that capacity since March 2011 and previously served as the Company’s Senior Vice President of Global Sales and Marketing in a non-executive officer role sinceSeptember 2015. Prior to joining the Company in April 2010. From 2009 to 2010, Mr. Debold served asMonopoli held various positions of increasing responsibility at Teledyne LeCroy, a Vice Presidentleading provider of Salestest and Business Development at EXTOL International, a technology firmmeasurement solutions in the fieldtelecommunications industry, from July 2002 to April 2015. Mr. Monopoli holds an MBA from Columbia University, Master of electronic data interchangeEngineering in Electrical Engineering degree from Stevens Institute of Technology and business-to-business data integration. In 2003, Mr. Debold founded, and served as Presidenta Bachelor of the consulting firm of Camelot, Inc. until his departureScience in 2009. Previous to that, Mr. Debold served in various sales, marketing and operating leadership roles at Relavis Corporation (part of Group Business Software AG), Worldtalk (part of Axway) and Candle Corporation (now part of IBM). Mr. Debold is a graduate of Fordham University’s MBA School and Manhattan College.Electrical Engineering from Binghamton University.

There are no family relationships among any of the director nominees, current directors or executive officers of the Company.

Independence of Directors

We apply the standards of the NYSE MKT LLCAmerican exchange (the “NYSE MKT”American” or the “New York Stock Exchange”), the stock exchange upon which our Common Stock is listed, for determining the independence of the members of our board of directors and board committees. The Company’s board of directors has determined that all of the Company’s directors, except Mr. Whelan, are currently “independent” in accordance with the applicable listing standards of the New York Stock Exchange as currently in effect. Under applicable New York Stock Exchange rules, Mr. Whelan is not considered independent because he presently serves as the Company’s CEO. The board of directors considered the relationship of Joseph Manko to Horton Capital Management LLC, a 10.2% shareholder of the Company. The board of directors also considered the relationship of Alan Bazaar to Hollow Brook Wealth Management LLC, an 8.3%8.7% shareholder of the Company. Mr. Bazaar may be deemed to beneficially owns 9.2%own 10.1% of the Company’s outstanding common stock,Common Stock, which includes the shares held by Hollow Brook Wealth Management LLC. The Board concluded, consistent with the guidance of the NYSE,New York Stock Exchange, that this significant stock ownership did not adversely affect Mr. Manko’s or Mr. Bazaar’s independence from management. There were no other relationships between the Company and any of the other directors to be considered by the board of directors in its independence determinations.

Meetings of the Board of Directors and its Committees

During the fiscal year ended December 31, 2016,2019, the Company’s board of directors held eightfifteen meetings. The board of directors has an Audit Committee, a Compensation Committee and a NominationsNominating and Corporate Governance Committee. During the fiscal year ended December 31, 2016,2019, the Audit Committee held fourfive meetings, the Compensation Committee held fivethree meetings and the NominationsNominating and Corporate Governance Committee held two meetings. The board of directors formed a Strategic Planning and Operating Committee in November 2015 which completed its work and was disbanded in June 2016.one meeting. During the fiscal year ended December 31, 2016,2019, no director attended fewer than 75% of the aggregate of the total number of meetings of the Company’s board of directors (held during the period for which he was a director) and the total number of meetings held by all committees of the Company’s board of directors on which he served (held during the period that he served).

Corporate Governance Guidelines and Committees of the Board of Directors

Our board of directors maintains a formal statement of its responsibilities and corporate governance guidelines to ensure effective governance in all areas of its responsibilities. Our corporate governance guidelines are available on our website at www.wtcom.com by clicking on the tab “Investor Relations,” and then the “Corporate Governance Guidelines” link.

The Company’s board of directors has also adopted a written charter for each of the Audit Committee, the Compensation Committee, and the NominationsNominating and Corporate Governance Committee. Each charter is available on the Company’s website at www.wtcom.comwww.wirelesstelecomgroup.com by first clicking on the tab “Investor Relations”, then clicking on the tab “Corporate Governance” and then the appropriate link for each committee charter. Except to the extent expressly stated otherwise, information contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this proxy statement.

The Audit Committee serves atoversees the pleasureaccounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee provides assistance to the board of directors with respect to its oversight of the integrity of the Company’s board of directors, and is authorized to review proposals of the Company’s auditors regarding annual audits, recommend the engagement or discharge of the auditors, review recommendations of such auditors concerning accounting principles and the adequacy of internal control over financial reporting and accounting procedures and practices, review the scope of the annual audit, approve or disapprove each professional service or type of service other than standard auditing services to be provided by the auditors, and review and discuss the audited financial statements, compliance with the auditors.legal and regulatory requirements, independent auditor’s qualifications and independence and performance.

Before anThe Audit Committee approves all engagements of any independent public accounting firm is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee.services. Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well as all audit fees and terms. Our Audit Committee must pre-approve any audit and non-audit related services by our independent registered public accounting firm. During our fiscal year ended December 31, 2016,2019, no services were provided to us by our independent registered public accounting firm other than in accordance with the pre-approval procedures described herein.

During the fiscal year ended December 31, 2016,2019, the members of the Audit Committee were Messrs. Joseph Garrity (Chair), Alan L. Bazaar Joseph Garrity, Timothy Whelan and Allan D.L. Weinstein. Mr. Whelan served on the Audit Committee until his appointment as Chief Executive Officer of the Company on June 30, 2016. Mr. Weinstein became a member of the Audit Committee in November 2016.

The Company’s board of directors has determined that each of Messrs. Bazaar, Garrity and Weinstein currently meetmet the independence criteria set forth in the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission or SEC,(“SEC”), for audit committee membership. The board of directors has also determined that all current members of the Audit Committee possess the level of financial literacy required by applicable rules of the New York Stock Exchange and the SEC. The Company’s board of directors has determined that JosephMr. Garrity is qualified as an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K.

The purpose of the Compensation Committee serves atis to carry out the pleasureoverall responsibility of the board of directors relating to the compensation of the Company’s board ofofficers and directors and is authorized to establish salaries, incentives and other forms of compensation for officers, directors and certain key employees and consultants, administer the Company’s various incentive compensation and benefitpolicies, plans and recommend policies relating to such plans.programs. The members of the Compensation Committee during the fiscal year ended December 31, 20162019 were Messrs. Bell,Millegan (Chair), Herbets, Millegan and Whelan. Mr. WhelanWeinstein. Joseph Manko was a member ofappointed to the Compensation Committee from January 2016 until his appointment as Chief Executive Officer of the Company in June 2016. Mr. Millegan became a member of the Compensation Committee inon November 2016.6, 2019. The board of directors has determined that each of Messrs. Bell,Millegan (Chair), Herbets, Weinstein, and MilleganManko is currently independent for purposes of the applicable New York Stock Exchange rules.

The NominationsNominating and Corporate Governance Committee serves at the pleasure of the Company’s board of directors, and oversees the process for performance evaluations of each of the committees of the board of directors and is responsible for establishing criteria for the selection of directors, identifying qualified candidates, recommending the slate of nominees for election to the board and overseeing matters of general corporate governance, including evaluation of the performance and practices of the Company’s board of directors and review and recommended changes to our corporate governance guidelines.directors. It is also within the charter of the NominationsNominating and Corporate Governance Committee to review the Company’s management succession plans and executive resources. In addition, the Nominations and Governance Committee reviews possible candidates for the Company’s board of directors and

recommends the nominees for directors to the board for approval as described in greater detail below. The members of the NominationsNominating and Corporate Governance Committee during the fiscal year ended December 31, 20162019 were Messrs. Bazaar Bell,(Chair), Millegan and Garrity. The board of directors has determined that each of Messrs. Bazaar, BellMillegan and Garrity are currently independent for purposes of the applicable New York Stock Exchange rules.

The Strategic Planning and Operating Committee was established by the board of directors in November 2015 to work with management in connection with a robust strategic evaluation of the Company’s existing and prospective product portfolio, customers, markets and sales channels, as well as the Company’s M&A activities. Messrs. Whelan and Herbets served on this Committee. By June of 2016, the core work of the committee was completed and the committee was disbanded.

Code of Business Conduct and Ethics

The Company’s board of directors has adopted a Code of Business Conduct and Ethics (the “Code”) that outlines the principles of legal and ethical business conduct under which the Company does business. The Code, which is applicable to all directors, employees and officers of the Company, is available at the Company’s website at www.wtcom.com.www.wirelesstelecomgroup.com. Any substantive amendment or waiver of the Code may be made only by the Company’s board of directors or a committee of the board of directors, and will be promptly disclosed to the Company’s shareholders on its website. In addition, disclosure of any waiver of the Code will also be made by the filing of a Current Report on Form 8-K with the SEC in accordance with the requirements thereof.

Director Nominations

The NominationsNominating and Corporate Governance Committee is responsible for, among other things, the selection, or the recommendation to the Company’s board of directors for selection, of nominees for election as directors. The Company’s board of directors determines whether the NominationsNominating and Corporate Governance Committee shall make director nominations as a committee or make recommendations to the board of directors with respect to director nominations. In selecting candidates for appointment, election or re-election to the board of directors, the NominationsNominating and Corporate Governance Committee considers the following criteria:

Directors should have varied educational and professional experiences and backgrounds that, collectively, provide meaningful guidance and counsel to management. Diversity of background, including gender, race, ethnic or national origin, age, and experience in business, government, education, international experience and other areas relevant to the Company’s business are factors in the selection process. As a company, we are committed to creating and sustaining a culture of inclusion and fairness. In addition, the NominationsNominating and Corporate Governance Committee reviews the qualifications of the directors to be appointed to serve as members of the committees of the board, including the Audit Committee to ensure that they meet the financial literacy and sophistication requirements under New York Stock Exchange rules and that at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC.

If the NominationsNominating and Corporate Governance Committee believes that the Company’s board of directors requires additional candidates for nomination, the Nominations and Governance Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates and will consider recommendations from the Company’s directors and officers.

Shareholder Nominations of Directors

Shareholders may nominate persons for election to our board of directors at a meeting of shareholders in the manner provided in our By-laws, which includeincludes a requirement to comply with certain notice procedures. Nominations shall be made pursuant to written notice addressed to our principal executive offices set forth on page 1 of this proxy statement, and for the Annual Meeting of Shareholders in 2018,2021, must be received not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the 20172020 Annual Meeting of Shareholders, or no later than March 7, 20182021 and no earlier than February 6, 2018.5, 2021.

Board Leadership Structure and Role in Risk Oversight

The board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. Risk management includes not only understanding company specific risks and the steps management implements to manage those risks, but also what level is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing the appropriate level of risk for the Company. The board of directors meets with management at least quarterly to review, advise and direct management with respect to strategic business risks, operational risks and financial risks, among others. The board of directors also delegates oversight to board committees to oversee selected elements of risk.

The Audit Committee oversees financial risk exposures, including monitoring the integrity of the Company’s financial statements, internal control over financial reporting, and the independence of the Company’s independent registered public accounting firm. The Audit Committee receives periodic internal controls and related assessments from the Company’s finance department. The Audit Committee also assists the board of directors in fulfilling its oversight responsibility with respect to compliance matters and meets at least quarterly with our finance department and independent registered public accounting firm to discuss risks related to our financial reporting function. In addition, the Audit Committee ensures that the Company’s business is conducted with the highest standards of ethical conduct in compliance with applicable laws and regulations by monitoring our Code of Conduct and by directly monitoring the Company’s whistleblower hotline.

The Compensation Committee participates in the design of compensation structures that create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy as is further described in the Executive Compensation section below. The Company believes its compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company.

The NominationsNominating and Corporate Governance Committee oversees governance-related risks by working with management to establish corporate governance guidelines applicable to the Company, and making recommendations regarding director nominees, the determination of director independence, leadership structure and membership on the committees of the board of directors.

The Company separates the roles of CEO and Chairman of the board of directors in recognition of the differences between the two roles. Additionally, having an independent director serve as the Chairman of the board of directors is an important aspect of the Company’s corporate governance policies. All of the members of the board of directors are “independent” within the standards of the NYSE MKT,New York Stock Exchange, except Mr. Whelan, our CEO. Our board of directors receives periodic presentations from our executive officers regarding our compliance with our corporate governance practices. While our board of directors maintains oversight responsibility, management is responsible for our day-to-day risk management processes. Our board of directors believes this division of responsibility is an effective approach for addressing the risks we face. The independent members of our board of directors, as defined by SEC rules and NYSE MKTNew York Stock Exchange listing standards, meet in executive sessions in conjunction with regularly scheduled quarterly board meetings. Mr. Alan Bazaar presided over the executive sessions in 2016.2019.

Certain Legal Proceedings

None of our directors or executive officers, nor any associate of such individual, are parties in a material legal proceeding adverse to us or any of our subsidiaries nor do any such individuals have a material interest adverse to us or any of our subsidiaries.

Communications by Shareholders with Directors

The Company encourages shareholder communications to the Company’s board of directors and/or individual directors. Shareholders who wish to communicate with the Company’s board of directors or an individual director should send their communications to the director(s) care of Timothy Whelan, Chief Executive Officer, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054; or Fax: (973) 386-9191. Communications regarding financial or accounting policies should be sent to the attention of the Chairman of the Audit Committee. All other communications should be sent to the attention of the Chairman of the NominationsNominating and Corporate Governance Committee. Mr. Whelan will maintain a log of such communications and will transmit as soon as practicable such communications to either the Chairman of the Audit Committee or the Chairman of the NominationsNominating and Corporate Governance Committee, as applicable, or to the identified individual director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by Mr. Whelan.

Director Attendance at Annual Meetings

The Company will make every effort to schedule its annual meeting of shareholders at a time and date to accommodate attendance by directors taking into account the directors’ schedules. All of our directors who were then incumbent attended the Company’s 20162019 annual meeting of shareholders. All directors and director nominees are expected to attend the Meeting.

Vote Required and Recommendation of the Company’s Board of Directors

The terms of each of the Company’s incumbent directors will expire on the date of the Meeting. Management’s nominees for election by the Company’s shareholders to the board of directors are Alan L. Bazaar, Joseph Garrity, Mitchell Herbets, Michael Millegan, Allan D.L. Weinstein and Timothy Whelan. Please see “Director Nominees, Current Directors and Executive Officers of the Company” above for information concerning each of the nominees.

If a quorum is present at the Meeting, the sixseven nominees for directorsdirector receiving the highest number of votes cast “FOR” will be elected as directors of the Company, each to serve until the next annual meeting of the Company’s shareholders ora one-year term and until their respective successors are elected and qualified.

The Company’s board of directors unanimously recommends that you vote “FOR” the election of each of the nominees named above to the Company’s board of directors. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” EACH NOMINEE UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

AUDIT COMMITTEE REPORT

The Audit Committee is composed of independent directors, as defined in the listing standards of the New York Stock Exchange,NYSE American and the rules of the SEC, and operates under a written charter adopted by the board of directors. The current members of the Company’s Audit Committee are Joseph Garrity, Alan L. Bazaar and Allan D.L. Weinstein.

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2016.2019. The information contained in this report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

In connection with the preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016:2019:

Based on the review and discussion referred to above, the Audit Committee recommended to the Company’s board of directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2019, for filing with the SEC.

AUDIT COMMITTEE

Joseph Garrity

Alan L. Bazaar

Allan D.L. Weinstein

Dated: April 26, 201717, 2020

EXECUTIVE COMPENSATION

Overview

The goal of our named executive officer compensation program is the same as our goal for operating the Company—Company: to create long-term value for our shareholders. Toward this goal, we have designed and implemented our compensation programs for our named executive officers to reward them for sustained financial and operating performance and leadership excellence, to align their interests with those of our shareholders and to encourage them to remain with the Company for long and productive careers. Most of our compensation elements simultaneously fulfill one or more of our performance, alignment and retention objectives. These elements consist of salary and bonuses, equity incentive compensation, retirement and other benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. We combine the compensation elements for each executive in a manner we believe optimizes the executive’s contribution to the Company.

Compensation Objectives

Performance.Key elements of compensation that depend on the named executive officer’s performance include:

Base salary and bonus are designed to reward annual achievements and be commensurate with the executive’s scope of responsibilities, demonstrated leadership abilities, and management experience and effectiveness. Our equity incentive compensation is focused on motivating and challenging each named executive officer to achieve superior, longer-term, sustained results.

Alignment.We seek to align the interests of the named executive officers with those of our investors by evaluating executive performance on the basis of key financial measurements which we believe closely correlate to long-term shareholder value, includingvalue. These may include revenue, operating profit, earnings per share, operating margins, return on total equity or total capital, cash flow from operating activities, and total shareholder return.return and adjusted earnings before interest, taxes, depreciation expense, amortization expense and other non-recurring expenses (“Adjusted EBITDA”). We believe that our equity incentive compensation awards align the interests of the named executive officers with the interests of our shareholders because we have structured the vesting of the awards to relate to achieving specific performance objectivesvest over time and the total value of the awards corresponds to stock price appreciation.

Retention.We attempt to retain our executives by using continued service as part of the vesting terms of our equity compensation awards.

Implementing Our Objectives

Implementing Our Objectives

Determining Compensation.Our Compensation Committee relies upon its judgment in making compensation decisions, after reviewing the performance of the Company and carefully evaluating an executive’s performance during the year against predetermined established goals, relating to leadership qualities, operational performance, business responsibilities, career with the Company, current compensation

arrangements and long-term potential to enhance shareholder value. Specific factors affecting compensation decisions for the named executive officers include:

We generally do not adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of compensation elements. We consider competitive market compensation paid by other companies, but we do not attempt to maintain a certain target percentile within a peer group or otherwise rely on those data to determine executive compensation. We incorporate flexibility into our compensation programs and in the assessment process to respond to and adjust for the evolving business environment.

We strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. Any apportionment goal is not applied rigidly and does not control our compensation decisions; we use it as another tool to assess an executive’s total pay opportunities and whether we have provided the appropriate incentives to accomplish our compensation objectives. Our mix of compensation elements is designed to reward recent results and motivate long-term performance through a combination of cash and equity incentive awards. We also seek to balance compensation elements that are based on financial, operational and strategic metrics, including elements intended to reflect the performance of our shares. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our named executive officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

Role of Compensation Committee and CEO.The Compensation Committee of our board has primary responsibility for overseeing the design, development and implementation of the compensation program for the CEO and the other named executive officers. The Compensation Committee evaluates the performance of the CEO and recommends to all independent directors the CEO compensation in light of the goals and objectives of the compensation program. The CEO and the Compensation Committee together assess the performance of the other named executive officers and the Compensation Committee determines their compensation, based on initial recommendations from the CEO. The other named executive officers do not play a role in their own compensation determination, other than discussing individual performance objectives with the CEO.

Role of Compensation Consultants.We did not use the services of any compensation consultant in matters affecting senior executive or director compensation in 20162019 or 2015.2018. However, we have engaged with

compensation consultants in the past and either the Company or the Compensation Committee may engage or seek the advice of compensation consultants in the future.

Equity Grant Practices.The exercise price of each stock option awarded to our named executive officers under our current long-term equity incentive plan is the closing price of our stock on the date of grant. Scheduling decisions are made without regard to anticipated earnings or other major announcements by the Company. We prohibit the re-pricing of stock options. Restricted stock awards for our named executive officers and our stock option awards typically provide for vesting based upon the Compensation Committee’sover a requisite service period or thewhen performance targets, pre-determined by our board of director’s determination of the Company’s achievement of certain financial milestones.are achieved. The vesting structure of our equity grants is intended to further our goal of executive retention by providing an incentive to our senior executives to remain in our employ during the vesting period.

Tax Deductibility of Compensation.Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s CEO or any of the Company’s four other most highly compensated executive officers who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by shareholders).

Potential Impact on Compensation from Executive Misconduct. If the board determines that an executive officer has engaged in fraudulent or intentional misconduct, the board would take action to remedy the misconduct, prevent its recurrence, and impose such discipline on the wrongdoers as it deems appropriate and permissible in accordance with applicable law. Discipline would vary depending on the facts and circumstances, and may include, without limitation, (1) termination of employment, (2) initiating an action for breach of fiduciary duty, and (3) if the misconduct resulted in a significant restatement of the Company’s financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Measures Used to Achieve Compensation Objectives

Annual cash compensationCash Compensation

Base salary. Base salaries for our named executive officers depend on the scope of their responsibilities, their performance, and the period over which they have performed those responsibilities. Decisions regarding salary increases take into account the executive’s current salary and the amounts paid to the executive’s peers within and outside the Company. Base salaries are reviewed approximately every 12 months, but are not automatically increased if the Compensation Committee believes that other elements of compensation are more appropriate in light of the Company’s stated objectives. This strategy is consistent with the Company’s primary intent of offering compensation that, in significant part, is contingent on the achievement of performance objectives.

Bonus.In April 2015, the Compensation Committee adopted an Officer Incentive Compensation Plan, or the Bonus Plan. The Bonus Plan is an incentive program designed to (i) attract, retain and motivate the executives required to manage the Company, (ii) promote the achievement of rigorous but realistic annual financial goals and (iii) encourage intensive fact-based business planning. The Compensation Committee is authorized to interpret the Bonus Plan, establish, amend or rescind any rules and regulations relating to the Bonus Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan.

Pursuant to the terms of the Bonus Plan, the Compensation Committee has the authority to select the Company’s employee’semployees that are eligible to participate in the Bonus Plan, who are referred to as participants. Each participant will be assigned a target award that is expressed (i) as a specified maximum bonus amount of cash, (ii) as a percentage of base salary as in effect on the first day of the applicable fiscal year or (iii) in such other manner as determined by the Compensation Committee. The Bonus Plan affords the Compensation Committee the full power and authority to establish the terms and conditions of any award and to waive any such terms or conditions at any time.

The payment of a target award is conditioned on the achievement of certain performance goals established by the Compensation Committee with respect to a participant. Bonuses paid under the Bonus Plan, if any, are based upon an annual performance period, corresponding to each fiscal year. For each performance period, participants are eligible to receive a potential bonus payment based on the participant’s and the Company’s achievement, respectively, of individual management objectives and corporate financial performance elements. Under certain circumstances, the Compensation Committee is authorized to adjust or modify the calculation of any performance goal set for a participant. Furthermore, the Compensation Committee determines the amount of the award for the applicable performance period for each participant. Under the terms of the Bonus Plan, the Compensation Committee also retains the right to reduce the amount of or totally eliminate an award to a participant if it determines that such a reduction or elimination is appropriate.

Awards under the Bonus Plan, if any, will be distributed in lump sum cash payments following the Compensation Committee’s determination of such award. All payments under the Bonus Plan are contingent on satisfactory service through the last date of any applicable performance period, except as described in the Bonus Plan in the event of termination due to death, disability or retirement.

Prior to the adoption of the Bonus Plan, the CEO reviewed with the Compensation Committee the Company’s estimated full-year financial results against the financial, strategic and operational goals established for the year, and the Company’s financial performance in prior periods. After reviewing the final full year results, the Compensation Committee and the board of directors approved total bonuses that were awarded from the maximum fund available based on the achievement of previously agreed to management objectives and final full-year financial performance. If applicable, bonuses are paid in the months of March or April following our December 31 fiscal year end.

The base salaries paid, and the annual bonuses awarded, to the named executive officers in 20162019 and 20152018 are shown in the Summary Compensation Table below and are discussed in the footnotes and the section entitled “Compensation for the Named Executive Officers in 2016 and 2015” following the Summary Compensation Table.footnotes. See also the discussion below concerning the terms of the employment agreement with our CEO, Timothy Whelan.

Equity Awards

The Company’s equity incentive compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future superior performance, align the interests of the executive with our shareholders’ and retain the executives through the term of the awards. We consider the grant size and the appropriate combination of stock options or restricted stock when making award decisions. Equity-based awards are made pursuant to the Company’s equity incentive plans.plan. Our current equity-based employee compensation plan, the 2012 Incentive Compensation Plan, which we refer to as the 2012 Plan, was initially ratifiedapproved by our shareholders in June 2012, and subsequently amended by the Company and ratified and approved by our shareholders in 2014 to provide for additional shares of Common Stock for future grants under the plan. We regard the 2012 Plan as a key retention tool. Retention serves as a very important factor in our determination of the type of award to grant and the number of underlying shares that are granted in connection with an award.

The Compensation Committee considers cost to the Company in determining the form of award and, as a result, typically grants stock options and restricted shares. In determining the size of an option or restricted stock grant to a named executive officer, both upon initial hire and on an ongoing basis, our Compensation Committee considers competitive market factors, the size of the equity incentive plan pool, cost to the Company, the level of equity held by other officers and individual contribution to corporate performance. Although there is no set target ownership level for options or stock, the Compensation Committee recognizes that the equity based component ensures additional focus by the named executive officers on stock price performance and enhances executive retention. The exercise price of stock options is typically tied to the fair market value of our Common Stock on the date of grant, but could be set at a higher price if deemed appropriate, and such options typically vest either when performance targets, pre-determined by our board, are achieved, or over a requisite service period.

There is no set formula for the granting of awards to individual executives or employees. The number of options and shares of restricted stock awarded may vary up or down from year-to-year.

Equity incentive compensation is based upon the strategic, operational and financial performance of the Company overall and reflects the executives’ expected contributions to the Company’s future success. Existing ownership levels are not a factor in award determination, as we do not want to discourage executives from holding significant amounts of our stock.

OneIn 2018 two of our named executivesexecutive officers received a grant of restricted stockequity awards under the 2012 Plan in 2016. Timothy Whelan wasPlan. On December 20, 2018 Michael Kandell and Daniel Monopoli were each granted 8,33350,000 shares of restricted common stock on June 30, 2016 in connection with his appointment as the Company’s Chief Executive Officer. Additionally, on June 30, 2016, Mr. Whelan was granted options under the 2012 Plan to purchase 400,000 shares (at an exercise price of $1.34 per share).stock. These restricted shares and optionsawards vest in sixteen equal quarterlyannual installments over a period of 4four years or on the date on which a “Change ofin Control” (as defined in the Stock Compensation Agreements dated June 30, 2016)2012 Plan) of the Company is consummated. We believe that thisthe vesting schedule aidsschedules of the equity awards granted in 2018 aid the Company in motivating and retaining our Chief Executive Officer,named executive officers, and provides shareholder value. See the footnotes to the Summary Compensation Table and the section entitled “Compensation for the Named Executive Officers in 2016 and 2015” following the Summary Compensation Table for further discussion regarding these equity compensation grants.

NoThere were no equity compensation was awardedgrants to any of our named executive officers in 2015.2019.

Other Compensation

The amounts set forth in the summary compensation table below under the caption “Other Compensation” with respect to an applicable named executive officer includes the total estimated value of the premium paid on group term life insurance and accidental death and dismemberment insurance, the matching contribution of the Wireless Telecom Group, Inc. 401(k) Profit Sharing Plan and the total estimated use of Company automobiles.

Employment Agreement with CEO

In connection with our retention of Timothy Whelan as Chief Executive Officer on June 30, 2016, the Company entered into an employmentEmployment Agreement with Mr. Whelan. The Employment Agreement has a term of one year with automatic renewals for successive one-year periods, unless either the Company or Mr. Whelan gives notice that such party is electing to not extend the term. Under the Employment Agreement, Mr. Whelan iswas originally entitled to an initial base salary of $275,000 per annum for his services as Chief Executive Officer, which willis to be reviewed annually and may be adjusted by the Compensation Committee or the Board in their sole discretion. For the calendar year ending December 31, 2016, in addition to his base salary, Mr. Whelan was entitled to receive a cash incentive award of 50% of his base salary for meeting the performance targets determined byOn June 5, 2017, the Compensation Committee (the “2016 Annual Cash Bonus”). The Compensation Committee was also entitled to awardrecommended, and the 2016 Annual Cash Bonus inBoard approved an amount greater than 50%extension of his base salary for performance at greater than target levels. Thethe Mr. Whelan’s Employment Agreement provides that Mr. Whelan’s cash incentive awardfor an additional four year term at a base annual salary of $325,000 and the issuance of an option to purchase 200,000 shares which will be pro-rated to reflect the period of his employment during 2016. For each calendar year thereafter,vest in sixteen equal quarterly installments over four years. Additionally, Mr. Whelan will be eligible to receive an annual cash incentive award at the discretion ofas determined by the Compensation Committee.

Under the Employment Agreement, Mr. Whelan is entitled to at least four weeks of paid vacation per annum and general expense reimbursement for business and travel related expenses incurred in the performance of his duties. The Agreement provides that Mr. Whelan is also beis entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company.

If Mr. Whelan’s employment is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement provides that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of one year of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of one-year, (ii) the cash amount Mr. Whelan has earned as of the date of termination as determined by the Compensation Committee in good faith, taking into account Mr. Whelan’s annual cash incentive award opportunity for the applicable year (the “Cash Bonus”), (iii) extension of the post-termination exercise period for all outstanding stock options of the Company’s common stock held by Mr. Whelan as of the date of his termination to the earlier of (a) the first anniversary of the date of termination, and (b) the date of expiration of the respective option, during which post-termination period such options shall continue to vest in accordance with their respective terms (to the extent not already fully vested) (the “Option Termination Benefits”), and (iv) his accrued salary and benefits as of the date of termination.

In the event that Mr. Whelan’s employment terminates due to his death or disability, he and he and/or his estate or beneficiaries (as the case may be) shall be entitled to (a) a single sum cash amount, payable on the 60th60^th day following the date of termination, in an amount equal to the Cash Bonus, (b) the Option Termination Benefits and (c) his accrued salary and benefits as of the date of termination.

If Mr. Whelan’s employment is terminated by the Company for cause, by Mr. Whelan without good reason or upon expiration of the term of the Employment Agreement, he is entitled only to his accrued salary and benefits as of the date of termination.

Summary Compensation Table for 20162019 and 20152018

The following summary compensation table sets forth the total compensation paid or accrued for the fiscal years ended December 31, 20162019 and 20152018 to each person serving in the role of CEO during the 2016 fiscal year and two of our other most highly compensated executive officers who were serving as executive officers on December 31, 2016. We refer to these officers as our “named executive officers.officers,” as that term is defined in Item 402(m) of Regulation S-K.

CompensationDescription of Bonus Awards for the Named Executive Officers in 20162019 and 2015

Set forth below are details regarding primary elements of the named executive officer’s total 2016 and 2015 compensation base salary, bonus and equity compensation.

Base salaries2018

The Compensation Committee determined the 2016 base salaries for Messrs. Genova, Debold and Censullo would remain the same as 2015 and there would be no increase awarded in light of the Company’s 2015 financial performance, and historical peer group compensation data for various offices, as well as Company’s financial performance targets set forth in its 2016 budget.

Bonus

In early 2016, the Compensation Committee determineddetermines management objectives, or MBOs, for each of Messrs. Genova, DeboldWhelan, Kandell and CensulloMonopoli and year-end financial performance targets for the Company in accordance with the Bonus Plan. Following the completion of the fiscal year ended December 31, 2016,2019 and 2018, the Compensation Committee reviewed the 2016 performance of each of those named executive officers and the Company, in relation to the various MBOs and financial performance targets.targets for each fiscal year. A component of each named executive’s bonus performance target reflected achievement of the individual MBOs, generally subject to achievement of minimum financial performance targets, and a portion was tied to the Company’s achievement of the financial performance targets.

The MBO bonus component, which represented 30% of each named executive officer’s 2016 target bonus amount, was based on the Compensation Committee’s quantitative assessment of the named executive officer’s achievement of specific, agreed to, MBO elements as established pursuant to the Bonus Plan. Furthermore, for purposes of the 2016 bonus targets under the Bonus Plan, the Compensation Committee determined that most of the MBO bonus component would not be achievable if the Company did not achieve minimum financial performance thresholds, notwithstanding the level of achievement reached on the various MBOs.

The financial performance bonus component of the 2016 bonus targets, which represented 70% of each named executive officer’s 2016 target bonus amount, was based on the Company’s achievement of revenue,an Adjusted EBITDA and segment sales targetstarget established by the Compensation Committee with input from management.

Upon review following the fiscal year ended December 31, 2016,2019, the Compensation Committee determined that no bonuses would be awarded to the named executive officers based on the Company’s financial performance in the fiscal year.

Upon review following the fiscal year ended December 31, 2018, the Compensation Committee determined that the named executive officers would not be awarded for partial achievement of the MBO and financial performance componentcomponents of the target 20162018 bonus becausein the Company did not meetfollowing amounts: Mr. Whelan: $188,060 which represents approximately 94% of his 2018 bonus target; Mr. Kandell: $95,180 which represents approximately 95% of his 2018 bonus target; and Mr. Monopoli: $68,573 which represents approximately 91% of his 2018 bonus target. Final approval of the performance targets set.2018 bonus amounts were contingent on final Compensation Committee action, which was taken on March 6, 2019.

Equity Awards

Only our CEO received equity compensation in 2016. Grants of restricted stock and options were awarded to Mr. Whelan in connection with his agreement to assume the role of CEO in June of 2016. No equity compensation was awarded to our named executive officers in 2015.

Outstanding Equity Awards at Fiscal Year-End 20162019

Option Exercises for 20162019

None of the named executive officers exercised stock options during 2016.2019.

Potential Payments upon Termination

Set forth below is a description of the employment and other similar agreements and arrangements which provide for payment upon termination with the Company’s named executive officers.

Whelan Employment Agreement.As described above (“Employment Agreement with CEO”), the Company has an employment agreement with Timothy Whelan, the Company’s CEO. That Employment Agreement provides for certain payments in the event of Mr. Whelan’s termination by the Company without cause or by Mr. Whelan for “good reason”. Specifically, Ifif Mr. Whelan’s employment is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement provides that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of one year of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of one-year, (ii) the cash amount Mr. Whelan has earned as of the date of termination as determined by the Compensation Committee in good faith, taking into account Mr. Whelan’s annual cash incentive award opportunity for the applicable year, (iii) extension of the post-termination exercise period for all outstanding stock options of the Company’s common stock held by Mr. Whelan as of the date of his termination to the earlier of (a) the first anniversary of the date of termination, and (b) the date of expiration of the respective option, during which post-termination period such options shall continue to vest in accordance with their respective terms (to the extent not already fully vested), and (iv) his accrued salary and benefits as of the date of termination.

Genova SeveranceKandell Termination Agreement.The Company and Paul Genova, currently Under the Company’s President and Chief Operating Officer, executed the Genova Severance Agreement on December 10, 2012. The agreement withterms of Mr. Genova provides that ifKandell’s offer of employment, should Mr. Genova’sKandell’s employment isbe terminated by the Company “without cause”for a reason other than death, Disability or ifCause, or should Mr. Genova terminates his employmentKandell resign for “good reason,”Good Reason (as defined in the Company’s 2012 Incentive Plan), then, hesubject to signing and not revoking a general release in a form acceptable to the Company, Mr. Kandell will be entitled to receivepaid: (i) a lump-sum cash payment equal to 100%75% of his annual base compensation thensalary in effect plusat the time of termination payable in 9 semi-monthly installments; (ii) the amount, in the good faith determination of the board of directors, heBoard, earned as of the date of his termination date, under the annual bonus component of the then applicable bonus plan; and (iii) at the Company’s officer bonus incentive plan in effect at that time, and (ii) theelection either continuation of all benefits, to the extent permissible under the applicable benefits programs,employee benefit plans in which he participatesis a participant, for the 9 months after the termination date, or a periodlump sum payment, in lieu of twelve months following his termination. If Mr. Genova obtains subsequent employment during such twelve-month period and if he receivesthe continuation of some or all benefits, through such subsequent employment,in an amount determined by the Company may terminate his continuing benefits. TheBoard in its discretion.

Monopoli Termination Agreement. Under the terms of this agreement are valid through December 9, 2022.

Debold Severance Agreement.The Company and Joseph Debold, the Company’s Vice PresidentMr. Monopoli’s offer of Global Sales and Marketing, executed the Debold Severance Agreement on December 10, 2012. The agreement withemployment, should Mr. Debold provides that if Mr. Debold’sMonopoli’s employment isbe terminated by the Company “without cause”for a reason other than death, Disability or ifCause, or should Mr. Debold terminates his employmentMonopoli resign for “good reason,” in each case within eighteen (18) months of a Change in ControlGood Reason (as such term is currently defined in the Company’s 2012 Incentive Plan), then, hesubject to signing and not revoking a general release in a form acceptable to the Company, Mr. Monopoli will be entitled to receivepaid: (i) a lump-sum cash payment equal to 75%50% of his annual base compensation thensalary in effect plusat the time of termination payable in 6 semi-monthly installments; (ii) the amount, in the good faith determination of the board of directors, heBoard, earned as of the date of his termination date, under the annual bonus component of the then applicable bonus plan; and (iii) at the Company’s officer bonus incentive plan in effect at that time, and (ii) theelection either continuation of all benefits, to the extent permissible under the applicable benefits programs,employee benefit plans in which he participatesis a participant, for the 6 months after the termination date, or a periodlump sum payment, in lieu of nine months following his termination. If Mr. Debold obtains subsequent employment during such nine-month period and if he receives benefits through such subsequent employment, the Company may terminate his continuing benefits. The terms of this agreement are valid through December 9, 2022.

Censullo Severance Agreement.The Company and Robert Censullo, the Company’s now former CFO, executed the Censullo Severance Agreement on June 14, 2013. The agreement with Mr. Censullo provided that if Mr. Censullo’s employment was terminated by the Company “without cause” or if Mr. Censullo terminated his employment for “good reason,” in each case within eighteen (18) months of a Change in Control (as such term is defined in the 2012 Plan), then he would have been entitled to receive (i) a lump-sum cash payment equal to 50% of his annual base compensation then in effect, plus the amount, in the good faith determination of the board of directors, he earned as of the date of his termination under the annual bonus component of the Company’s officer bonus incentive plan in effect at that time, and (ii) the continuation of some or all benefits, toin an amount determined by the extent permissible under the applicable benefits programs,Board in which he participated for a period of six months following his termination. The term of this agreement was through June 13, 2023. As previously reported, Mr. Censullo left the Company on March 31, 2017. In connection with his separation, the Company and Mr. Censullo entered into a separation agreement pursuant to which the Company agreed to pay Mr. Censullo six months continuing salary (ending in September 2017) and to reimburse Mr. Censullo for one month of COBRA healthcare continuation.its discretion.

Change of Control.As discussed above under “Equity Awards” each of our named executive officers havehas been awarded stock option grants and restricted stock awards that have vested or that will vest and will become immediately exercisable upon achievement of certain financial metrics or the date on which a change of control of the Company occurs.

Director Compensation for 20162019

From January 1, 2016 until June 8, 2016, non-employeeNon-employee directors of the Company receivedreceive cash and equity compensation. That cash compensation included an annual retainer of $20,000 forFor 2019 and 2018, each non-employee director, plus an additional annual cash retainer for serving as a committee member as follows: Audit Committee - $2,000; Compensation Committee - $2,000; Nominations and Corporate Governance Committee - $1,000; and Strategy Planning and Operating Committee - $10,000. Committee chairswith the exception of Mr. Manko, received additional cash compensation as follows: Audit Committee - $5,000; Compensation Committee - $4,000; Nominations and Corporate Governance Committee - $3,000; and Strategic Planning and Operating Committee - $60,000. The Chairman of the Board received an additional $5,000 annual cash compensation for his service as Chairman.

Following a review of non-employee director compensation by the Compensation Committee conducted in 2016, the board of directors revised compensation for non-employee directors effective June 8, 2016. In lieu of the annual retainer of $20,000, each non-employee director will receive on or about the date of the annual meeting of shareholders (i) an option to acquire 70,000 shares of common25,000 restricted stock at an exercise price equal to the closing price of the Company’s stock on the date of grant, which shall vest on the date of the next annual meeting of shareholders of the Company; and (ii) a grant of 30,000 restricted shares of common stock which shall vest on the date of the next annual meeting of shareholders. A non-employee director who isunits. Mr. Manko, upon being appointed to the board, atwas awarded 22,917 restricted stock units which represents a pro-rata amount of units corresponding to his term on the board for fiscal 2019. Each restricted stock unit represents the Company’s obligation to issue one share of the Company’s common stock and vests on the day before the first anniversary of the grant date other thanor, if earlier, the annual meetingeffective date of a separation of service due to death or disability. Once vested, each restricted stock unit will be granted a pro-rata numbersettled by delivery of options (at an exercise price equalshares to the closing price onboard member no later than 30 days following: 1) the date of grant) and restricted stock, each of which shall fully vest on the datethird anniversary of the next annual meeting of shareholders. All such equity compensation shall be granted pursuant to the 2012 plan.grant date, 2) separation from service following, or coincident with, a vesting date, or 3) a change in control.

In addition to the equity compensation set forth above, the board committees will continue to receivereceived cash compensation. Specifically, effective June 1, 2018, each non-employee director received an annual cash retainer of $32,000. (This amount was pro-rated for eachfiscal 2018.) Additionally, a non-employee director serving as a member of a committee received an annual retainer as follows: Audit Committee - $4,000; Compensation Committee - $4,000; and NominationsNominating and Corporate Governance Committee - $2,500. Committee chairs received cash compensation as follows: Audit Committee - $7,500; Compensation Committee - $7,500; and NominationsNominating and Corporate Governance Committee - $5,000. The Chairman of the Board will receivereceived $10,000 annual cash compensation for his service as Chairman.

The following summary compensation table sets forth the total compensation paid or accrued for the fiscal year ended December 31, 20162019 to our non-employee directors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the Company’s Common Stock owned as of April 10, 20171, 2020 by (i) each person who is known by the Company to beneficially own more than 5% of its outstanding Common Stock, (ii) each director and director nominee and each of the Company’s current named executive officers, and (iii) all executive officers and directors as a group without naming them. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options, restricted stock awards or warrantsrestricted stock units held by that person that are currently exercisable or vested or will become exercisable or otherwise vest within 60 days after April 10, 2016,1, 2020, are deemed outstanding and included in both the numerator and the denominator of the calculation of percentage ownership; however, such shares are not deemed outstanding for purposes of computing the ownership percentage of any other person.

Certain Relationships and Related Transactions

In accordance with the terms of the charter of our Audit Committee, the Audit Committee must review and approve the terms and conditions of all related party transactions.transactions as specified in Item 404 of Regulation S-K promulgated by the SEC.

We have not entered into any transactions with any related parties over the last two fiscal years that require disclosure under Item 404(d) of Regulation S-K promulgated by the SEC.S-K. If we were to do so in the future, any such transaction would need to be approved by the Audit Committee. There

PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION

The securities law and related SEC regulation require that we provide shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, no less frequently than every three years, the compensation of our named executive officers as disclosed herein. At the Company’s 2019 annual meeting of shareholders, the Company sought the shareholders’ vote on how frequently we should seek shareholder approval of the compensation of our named executive officers. As recommended by the board of directors, the shareholders approved an annual advisory vote on executive compensation. Accordingly, we are requesting your advisory (non-binding) approval of the compensation of our named executive officers as disclosed in the compensation tables and related narrative disclosures in this proxy statement. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote.

Our Compensation Committee and our board of directors believe that the executive compensation policies and procedures described in detail in “Executive Compensation,” above, are effective in implementing our compensation philosophy and in achieving our goals.

We are asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, our general compensation policies, the compensation of our board, or our compensation policies as they relate to risk management. Rather, this vote relates to the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement related to our named executive officers. Accordingly, we are asking you to vote, on an advisory basis, on the following resolution at the Meeting:

“RESOLVED, that the shareholders of the Company hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and related narrative disclosures, in the proxy statement for the 2020 annual meeting of shareholders.”

As an advisory vote, this proposal is not binding on the Company, and will not require us to take any action or overrule any decisions we have made. Furthermore, because this advisory vote primarily relates to compensation that has already been paid or contractually committed to our named executive officers, there is generally no family relationships amongopportunity for us to revisit these decisions. However, our board, including our Compensation Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the compensation of named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.

Vote Required and Recommendation of the Company’s directorsBoard of Directors

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (virtually or by proxy) is required for approval of the resolution with respect to the compensation of the Company’s named executive officers.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE FOREGOING RESOLUTION. PROXIES WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

PROPOSAL 23
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Relationship with Independent Public Accountants

PKF O’Connor Davies, LLP (“PKF”) has been the Company’s independent registered public accounting firm since October 19, 2006. The board of directors, upon the recommendation of the Audit Committee, has reappointed PKF as the Company’s independent registered public accounting firm for the 20172020 fiscal year. Although the selection and appointment of independent auditors is not required to be submitted to a vote of shareholders, the board of directors deems it desirable to obtain the shareholders’ ratification of this appointment as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether to retain PKF. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of PKF are expected to be present at the Meeting and will have the opportunity to make a statement and to respond to appropriate questions from the Company’s shareholders.

Fees Paid to Principal Accountants

Audit Fees

The aggregate fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) for professional services and paid for the annual audit and for the review of the Company’s financial statements included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 20162019 and 2015,2018, and the Company’s Quarterly Reports on Form 10-Q for each of the quarters for each of the fiscal years ended December 31, 20162019 and 2015,2018, was $152,000$195,885 and $159,000,$200,402, respectively.

Audit-Related Fees

The aggregate audit-related fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) during the fiscal years ended December 31, 20162019 and 20152018 for professional services rendered for the audit of the Company’s 401(k) Plan and consultation in connection with accounting related matters were approximately $21,000$14,300 and $23,000,$15,510, respectively.

Tax Fees

The aggregate fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) for all tax services, including consultation in connection with tax compliance related matters, for the fiscal years ended December 31, 20162019 and 2015,2018, were approximately $60,000$57,532 and $38,000,$59,898, respectively.

All Other Fees

There were no fees billed by PKF for any other non-audit services for the fiscal years ended December 31, 20162019 and 2015.2018.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the

Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimus”minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors’ annual audit plan.

The Audit Committee approved all of the non-audit services described above. Additionally, the Audit Committee has reviewed the non-audit services provided by the principal accountants and determined that the provision of these services during fiscal years 20162019 and 20152018 are compatible with maintaining the principal accountants’ independence.

Vote Required and Recommendation of the Company’s Board of Directors

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person(virtually or by proxy) is required for approval of the ratification of the appointment of PKF as the Company’s independent registered public accounting firm for the 20172020 calendar year.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2 RELATING TO THE RATIFICATION OF THE SELECTION OFPKF O’ConnOr Davies, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2017.2020. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” RATIFICATION OFPKF O’ConnOr Davies, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

OTHER MATTERS

The Meeting will take place at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, 35^th Floor, New York, New York 10104. This location is in Manhattan between 51st Street and 52nd Street. To obtain directions to be able to attend the Meeting, contact Michael Kandell at (973) 386-9696.

The board of directors knows of no business that will be presented for consideration at the Meeting other than those items stated above. If any other matters should properly come before the Meeting, it is intended that proxies named in the accompanying proxy form will vote on any such matters in accordance with their judgment.

The Company will pay the cost of soliciting proxies. In addition to solicitation by use of the mails, proxies may be solicited from the Company’s shareholders by the Company’s directors, officers and employees in person or by telephone, telegram or other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation. Arrangements will be made with brokerage houses, custodians, nominees and fiduciaries for forwarding of proxy materials to beneficial owners of shares held of record by such brokerage houses, custodians, nominees and fiduciaries and for reimbursement of their reasonable expenses incurred in connection therewith.

The Company will only send one set of proxy materials to two or more shareholders who share one address, unless we have received contrary instructions from one or more of the shareholders at that address. This procedure is referred to as “householding.” Each shareholder subject to householding will continue to receive a separate proxy card or voting instruction card.

We will promptly deliver, upon written or oral request, a separate copy of our annual proxy materials to a shareholder at a shared address to which a single copy was previously delivered. If you received a single set of proxy materials for this year, but you would prefer to receive your own copy, you may direct requests for separate copies to Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054 or call us at (973) 386-9696. Likewise, if your household currently receives multiple copies of proxy materials and you would like to receive one set, please contact us at the address and telephone number provided.

The Company will provide without charge to each person being solicited by this proxy statement, on the written request of any such person, a copy of the Annual Report of the Company on Form 10-K for the year ended December 31, 20162019 as filed with the SEC, including the financial statements, notes, exhibits and schedules thereto. All such requests should be directed to: Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and the holders of greater than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers and directors are required by SEC regulations to furnish us with copies of these reports. Based solely on a review of the copies of these reports furnished to us and written representations from such executive officers, directors and shareholders with respect to the period from January 1, 2016 through December 31, 2016, the Company believes that the Company’s executive officers, directors and greater than 10% beneficial owners have complied with all Section 16(a) filing requirements, with the exception of one late Form 3 filing by Hollow Brook Wealth Management LLC reporting the beneficial ownership by Philip E. Richter of shares of the Company’s Common Stock.

DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
TO BE PRESENTED AT THE NEXT ANNUAL MEETING

Under our By-laws, no business, including nomination of a person for election as a director, may be brought before an annual meeting unless it is specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the direction of the board of directors or by a shareholder who meets the requirements specified in our By-laws and has delivered timely notice to us (containing the information specified in the By-laws).

To be timely, a shareholder’s notice for matters to be brought before the Annual Meeting of Shareholders in 20182021 must be delivered to and received at our principal executive office specified on page 1 of this proxy statement not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the 20172019 Annual Meeting of Shareholders, or no later than March 7, 20182021 and no earlier than February 6, 2018.5, 2021. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in our proxy statement.

Shareholders interested in submitting a stockholdershareholder proposal for inclusion in the proxy materials for the annual meeting of shareholders in 20182021 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received by our Secretary at our principal executive office specified on page 1 of this proxy statement, no later than December 29, 2017.23, 2020.

By Order of the Board of Directors,

Michael Kandell
Secretary

Dated: April 26, 2017

PROXY
WIRELESS TELECOM GROUP, INC.
25 EASTMANS ROAD, PARSIPPANY, NEW JERSEY 07054

This Proxy is Solicited on Behalf of the Board of Directors
of Wireless Telecom Group, Inc.

The undersigned hereby appoints Messrs. Tim Whelan and Michael Kandell, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated below, all the shares of the Common Stock of Wireless Telecom Group, Inc. held of record by the undersigned on April 24, 2017,17, 2020, at the Annual Meeting of Shareholders to be held on June 5, 20174, 2020 or any adjournment thereof. The undersigned hereby revokes any proxy previously given with respect to such shares.

Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the proxies will have authority to vote FOR the nominees for directordirector; FOR the adoption of the advisory resolution approving the compensation of the Company’s named executive officers; and FOR the ratification of the appointment of PKF O’ Connor Davies, LLP as Wireless Telecom Group, Inc.’s independent registered public accountant.

The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement.

The Board of Directors recommends you vote FOR the following:

The Board of Directors recommends you vote FOR the following proposal:proposals:

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

Please indicate if you plan to attend this meeting                                Yes [  ]                            No [  ]

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.