UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )



Filed by the Registrant   ☒

Filed by a Party other than the Registrant  ☐ 

Check the appropriate box:





 

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

pdvWireless,Anterix Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

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

Payment of Filing Fee (Check the appropriate box):





 

 

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



(1)

Title of each class of securities to which transaction applies:



(2)

Aggregate number of securities to which transaction applies:



(3)

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



(4)

Proposed maximum aggregate value of transaction:



(5)

Total fee paid:

Fee paid previously with preliminary materials.

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



(1)

Amount Previously Paid:



(2)

Form, Schedule or Registration Statement No.:



(3)

Filing Party:



(4)

Date Filed: July 20, 2020



 

 


 

 



Picture 63

Picture 9

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

SEPTEMBER 2, 2020 | 9:30AM EDT | VIRTUALSHAREHOLDERMEETING.COM/ATEX2020

Picture 63

Picture 112


 

pdvWireless, Inc.Picture 5

3 Garret Mountain Plaza, Suite 401
Woodland Park, New Jersey 07424



July 5, 201920, 2020

Dear Stockholder:

You are cordially invited to attend the 2019 annual meetingvirtual 2020 Annual Meeting of stockholdersStockholders of pdvWireless,Anterix Inc. on Tuesday, August 6, 2019Wednesday, September 2, 2020, at 9:30a.m. (Eastern30 a.m. Eastern Daylight Time).  The meetingTime.  For your convenience, we are pleased to advise that the Annual Meeting will be helda completely virtual meeting which will be conducted via live audio webcast. You will be able to attend the meeting via the internet, vote your shares electronically, and submit questions during the meeting by visiting:  http://www.virtualshareholdermeeting.com/ATEX2020. Details about how to attend the meeting online and submit questions during the meeting, and about the business to be conducted at the Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, New Jersey 07078.Annual Meeting are provided in the attached Notice of 2020 Annual Meeting and Proxy Statement.

Whether or not you plan to attend the meeting, your vote is very important, and we encourage you to vote promptly. You may vote by proxy over the internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on your proxy card. If you choose to attend the meeting,Annual Meeting, you will have the right to revoke your proxy andmay still vote your shares online during the meeting, even though you have previously voted or returned your proxy by any of the methods described in person.our Proxy Statement. If you hold your shares through an account withare held in a brokerage firm, bank or other nominee,brokerage account, please followrefer to the instructions you receive frommaterials provided by your brokerage firm, bank or other nominee to vote your shares.broker for voting instructions.

We look forward to seeing youyour participation at the annual meeting.Annual Meeting.

Sincerely yours,

Picture 1Picture 1

Morgan E. O’BrienRobert H. Schwartz
President & Chief Executive Officer

 

3


 

 

PDVWIRELESS, INC.Picture 2
3 Garret Mountain Plaza, Suite 401
Woodland Park, New Jersey 07424


NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 6, 2019

Picture 10

Picture 12

Picture 13

To Our Stockholders:

The 2019virtual 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of pdvWireless,Anterix Inc. (the “Company,” “we,” “our,” and “us”) will be held at the Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, New Jersey 07078 on Tuesday, August 6, 2019Wednesday, September 2, 2020, at 9:30 a.m., Eastern Daylight TimeTime. You will be able to attend the Annual Meeting via the internet, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/ATEX2020.

The control number, found on your proxy card, will grant you access to the meeting and allow you to vote for the following purposes:under consideration:

1.

To elect nineeight directors to hold office until the 2020 annual meeting2021 Annual Meeting of stockholders and until their respective successors are elected and qualified;



2.

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020;2021;



3.

To amend our Amendedapprove, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and Restated Certificate of Incorporation to change our corporate name from “pdvWireless, Inc.” to “Anterix Inc.”; and



4.

To transact such other business as may properly be brought beforeapprove, on an advisory (non-binding) basis, the Annual Meeting or any adjournment or postponement thereof.frequency of future advisory votes on the compensation of the Company’s named executive officers.

In addition, we will transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors recommends a vote “FOR” each of the director nominees andin proposal 1,  “FOR” proposals 2 and 3.3, and “ONE YEAR” for proposal 4.  Stockholders of record at the close of business on June 17, 2019July 10, 2020, are entitled to notice of, and to vote on, all matters at the Annual Meeting and any reconvened meeting following any adjournments or postponements thereof.  For ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting, during ordinary business hours at our corporate offices located at 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424.

All stockholders are invited to attend the virtual Annual Meeting in person.Meeting. Whether or not you expect to attend the Annual Meeting, you are urged to read this Proxy Statement and vote or submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions.  Telephone, mail and internet voting are available. For specific instructions on voting, please refer to the instructions on your proxy card. If you hold your shares through an account with a broker, bank, trustee, or other nominee, please follow the instructions you receive from them to vote your shares. Please refer to the section “General Information – Voting Instructions” for detailed voting instructions.

Important

This Notice Regarding Availabilityof Annual Meeting of Stockholders, Proxy Statement, and form of Proxy MaterialsCard are being distributed and made available on or about July 20, 2020.

Although not part of this Proxy Statement, we are also sending our Annual Report on Form 10-K for the Annual Meeting:  Our Annual Report and Proxy Statement are available at http://www.viewproxy.com/pdvWireless/2019.fiscal year ended March 31, 2020.

By Order of the Board of Directors,

Picture 2Picture 14

Gena L. Ashe

Morgan E. O’BrienGeneral Counsel and Corporate Secretary
Chief Executive Officer

Woodland Park NJ

July 5, 201920, 2020

 

4


 

 



Picture 13

20192020 Proxy Statement Summary

To assist you in reviewing the Proxy Statement, for the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of pdvWireless, Inc. (the “Company,” “we,” “our,” and “us”), we call your attention to the following summary information about the Annual Meeting and our corporate governance framework. For more complete information, please carefully review thisthe entire Proxy Statement and our Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended March 31, 20192020 (“Fiscal 2019”2020”).  We encourage you to vote your shares at the Annual Meeting.  If you are unable to attend the Annual Meeting in person, we encourage you to submit a proxy so that your shares will be represented and voted. before voting.

Annual Meeting of Stockholders



 

Date and Time:Time

August 6, 2019September 2, 2020, at 9:30 a.m. Eastern Daylight Time.Time

Place:Place

The Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, New Jersey 07078.www.virtualshareholdermeeting.com/ATEX2020

Record Date:Date

June 17, 2019.July 10, 2020

Voting:Voting

If you were a stockholder“stockholder of recordrecord” or beneficial owner of shares held in “street name” as of the close of business on the Record Date, you may vote your shares. You may vote in person at the Annual Meeting or by the Internet, telephone or mail.  See the General“General Information—Voting InstructionsInstructions” in this Proxy Statement for more detail regarding how you may vote your shares.

Admission:

You are entitled to attend the Annual Meeting if: (i) you were a stockholder as of the Record Date (or you are attending as a named representative of a stockholder, or you are an immediate family member attending as a guest of a stockholder); and (ii) you present proof of ownership of our common stock as of the Record Date.  In addition, all stockholders, immediate family member guests and representatives will be required to present government-issued photo identification (e.g., driver’s license or passport) to gain admission to the Annual Meeting.  Please note that if your shares are held of record by a broker, bank, trustee, or nominee and you wish to vote at the Annual Meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the broker, bank, trustee, or nominee.

Please be advised that all purses, briefcases, bags, etc. may be subject to inspection.  The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted in the meeting room during the Annual Meeting.



Proposals and Voting Recommendations



 

 

 

 

Proposals:

Board Vote
Recommendation

Page References
(for more detail)



 

 

Proposal

Board Recommendation

Page Reference

(for more detail)

(1) Election of nineeight directors to hold office until the 2020 annual meeting2021 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

 FOR EACH NOMINEE

FOR EACH
NOMINEE

3526

(2) Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020.2021.

 FOR

FOR

3627

(3) AmendmentApproval, on an advisory (non-binding) basis, of our Amended and Restated Certificatethe compensation of Incorporation to change our corporate name from “pdvWireless, Inc.” to “Anterix Inc.”the Company’s named executive officers.

 

FOR

29

(4) Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

39 ONE YEAR

30



Picture 4



 


i

5


 

 

Director Nominees

The following table provides summary information about each of the individuals nominated for election at the Annual Meeting:

Name

Age

Position with pdvWireless

Qualifications

Committee Memberships

Existing Director

Brian D. McAuley

78

Chairman of the Board

* Leadership
* Industry
* Finance
* Board Experience

None

Yes

Morgan E. O’Brien

75

Chief Executive Officer

* Leadership
* Industry
* Regulatory
* Board Experience

None

Yes

T. Clark Akers

62

Director

* Leadership
* Industry
* Finance
* Board Experience

Audit
Compensation

Yes

Rachelle B. Chong

60

Director

* Regulatory
* Industry
* Leadership

Nominating and
Corporate
Governance

Yes

Greg W. Cominos

56

Director

* Industry
* Technology
* Leadership

Audit

Yes

Gregory A. Haller

52

Director

* Industry
* Operations
* Leadership

Nominating and
Corporate
Governance

Yes

Mark J. Hennessy

61

Lead Independent Director

* Management
* Growth
* Sales
* Leadership

Compensation

Yes

Singleton B. McAllister

67

Director

* Legal
* Regulatory
* Governance
* Board experience

Compensation
Nominating and
Corporate
Governance

Yes

Paul Saleh

63

Director

* Industry
* Finance
* Leadership
* Operations

Audit
Nominating and
Corporate
Governance

Yes

ii


Corporate Governance Summary Facts

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace.  The following table summarizes some of the key elements of our corporate governance framework:

Size of Board (set by the Board)

9

Number of Independent Directors (after Annual Meeting)

7

Chairman and CEO

Separate

Board Self-Evaluation

Annual

Review Board and Board Committee Qualifications

Annual

Hold Executive Sessions

Yes

Annual Director Elections (No Classified Board)

Yes

Majority Voting for Director Elections 

Yes

Diverse Board (as to background, experience and skills)

Yes

Board has Adopted Corporate Governance Guidelines

Yes

No Related Party Transactions with Officers or Directors

True

Board has Not Amended Charters or Taken Actions to Reduce Stockholder Rights

True

Director Meeting Attendance Above 75%

Yes

All Directors with More than One Year of Service Own Stock

Yes

No Family Relationships Among Officers and Directors

True

All Committee Chairs and Members Qualify as Independent Directors

Yes

CEO Serves on Less Than Three Outside Boards

True

Independent Directors Serve on Less Than Five Outside Boards

True

Stock Ownership Guidelines

Yes

Lead Independent Director

Yes

Percentage of Women Directors

22.2%

Recent Corporate Governance Changes

Our Board of Directors (our “Board” or the “Board of Directors”) has taken the following actions to further strengthen our corporate governance framework. 

Additional Independent Directors.  Our Board added a new independent director during Fiscal 2019, Gregory A. Haller. Mr. Haller has more than 30 years of experience serving as a senior executive officer in the wireless and telecommunication services industries. The Board has nominated and is requesting the Company’s stockholders to re-elect Mr. Haller and the other six existing independent directors at the Annual Meeting, including T. Clark Akers, Rachelle B. Chong, Greg W. Cominos, Mark J. Hennessy, Singleton B. McAllister and Paul Saleh

Succession Planning.  The Board, working with management, has commenced a succession planning process for the Company’s executive officers and key employees.

Stockholder Communications.  We proactively interact with our stockholders to obtain their feedback on our operations, including meeting with a number of our large stockholders on a regular basis.  We also hosted an Investors’ Day conference on May 21, 2019 to discuss the status of our regulatory initiatives and to outline our business plans and objectives.

iii


Our Business

We are

Anterix Inc., formerly known as pdvWireless, Inc. (“Anterix,” “we,” “us,” “our” and the “Company”), is a wireless communications company focused on developing and commercializing our spectrum assets to enable our targeted utility and critical infrastructure and enterprise customers to deploy private broadband networks, technologies and solutions. We are the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico. On average, we hold approximately 60% of channels in the 900 MHz band in the top 20 metropolitan market areas in the United States.  We are currently pursuing a regulatory proceeding atMay 13, 2020, the Federal Communications Commission (“FCC”) that seeksapproved a Report and Order (the “Report and Order”) to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions. We are now engaged in qualifying for and securing broadband licenses from the FCC, with a focus on pursuing licenses in those counties in which we believe we have near-term commercial opportunities. At the same time, our sales and marketing organizations are pursuing opportunities to lease the broadband licenses we secure to our targeted utility and critical infrastructure customers.

Picture 47

Our mission is to deliver transformative broadband to enable the modernization of critical infrastructure for energy, transportation, logistics and other industries through the power of private wireless connectivity on 900 MHz spectrum. To that end, we are pursuing a two-pronged strategy focused on: 1) converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum; and 2) establishing our commercial positioning and accelerating adoption through deployment of our principle commercial business offering, long-term leasing of our broadband spectrum to critical infrastructure enterprises nationwide. Our approach and supporting business initiatives are captured below:

Converting our Nationwide Narrowband 900 MHz Spectrum Position to Broadband. Shifting our spectrum from narrowband to broadband nationwide is a foundational component of our two-pronged strategy as it provides the platform for growing our business. To achieve this conversion, we are focused on obtaining broadband licenses in those counties in which we believe we have near-term commercial prospects and strategically retuning our spectrum to achieve optimum cost over time.

Picture 1

Secure Broadband Licenses. Anterix—and only Anterix—is an essential party in every one of the nation’s 3,233 counties. And while we intend to continue to prioritize our spectrum transactions in areas where we have customer opportunities, we also plan to pursue spectrum transactions opportunistically to optimize our total investments in our spectrum clearing costs. We have been proactive in this effort and to date have completed, and intend to continue to pursue, spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.

Retune Covered Incumbents. We have been proactive in our retuning (i.e., swapping broadband segment channels) efforts with incumbents in preparation for the broadband licensing process. “Retuning” is the exercise of exchanging, or swapping, broadband segment channels of license holders in the broadband segment (i.e., incumbents) and moving them to channels outside of the broadband segment. Our dedicated retuning teams are focused on moving incumbents from the newly allocated broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations. Our team has already established contact with many of the incumbents throughout the country.

Deploying our Commercial Business Offering. With the Report and Order paving the way for the deployment of broadband in the 900 MHz band, the second key prong of our strategy is accelerating the adoption of 900 MHz private LTE through targeted outreach promoting our principle commercial business offering. Based upon our analysis and discussions with potential customers to date, we generally intend to lease the broadband licenses we secure to customers for longer lease terms (generally 20 years or longer),

6


including built-in pricing escalators and long-term renewal options. In that vein, we will be responsible for the costs of securing the broadband licenses from the FCC, including the costs of acquiring sufficient spectrum to support broadband use and retuning incumbents to clear the spectrum. In addition, we intend to continue our ongoing strategic efforts to accelerate industry adoption by executing both a “top down” approach, designed to drive utility industry regulators to support our initiatives, and a “bottoms up” approach, designed to generate demand through effective account management.

Picture 8

7


Board of Directors Nominees

The following table provides summary information about each individual nominated for election at the Annual Meeting:

Nominee

Age

Position

Qualifications

Committee Memberships

Existing Director

Morgan E. O’Brien

75

Executive Chairman

    Technology

    Early Stage/Hyper

      Growth

    Telecom Industry

    Regulatory

    Board Experience

    CEO Experience

    Strategy

None

Yes

Robert H. Schwartz

54

President & Chief Executive Officer and Director Nominee

    CEO

    Technology

    Telecom Industry

    Financial Expert

    Early Stage/Hyper

      Growth

    Strategy

None

No

Hamid Akhavan

59

Director Nominee

    Board Experience

    Telecom Industry

    CEO Experience

    Technology

    Early Stage/Hyper

      Growth

    Strategy

None

No

Leslie B. Daniels

72

Director Nominee

    Board Experience

    Strategy

    Regulatory

    Financial Expert

None

No

Gregory A. Haller

53

Director

    Telecom Industry

    Operations

    C-Suite Executive

    Board Experience

Nominating and
Corporate
Governance

Yes

Singleton B. McAllister

68

Director

    Legal

    Regulatory

    Governance

    Board Experience

    Diversity

    Utilities

Compensation
Nominating and
Corporate
Governance

Yes

Gregory A. Pratt

70

Director

    Board Chair/Lead/

      Director

    Financial Expert

    Corporate

     Governance

    CEO Experience

    Diversity

Audit

Compensation

Yes

Paul Saleh

64

Director

    Telecom Industry

    Financial Expert

    CEO Experience

    Strategy

    Early Stage/Hyper

      Growth

Audit
Nominating and
Corporate
Governance

Yes

8


Corporate Governance Summary Facts

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace.  The following table summarizes some of the key elements of our corporate governance framework:

Size of Board (set by the Board)

8

Number of Independent Directors Nominees

6

Chairman and CEO

Separate

Board Self-Evaluation

Annual

Review Board and Board Committee Qualifications

Annual

Hold Executive Sessions

Yes

Annual Director Elections (No Classified Board)

Yes

Majority Voting for Director Elections

Yes

Diverse Board (as to background, experience, and skills)

Yes

Board has Adopted Corporate Governance Guidelines

Yes

No Related Party Transactions with Officers or Directors

True

Board has Not Amended Charters or Taken Actions to Reduce Stockholder Rights

True

All Directors with More than One Year of Service Own Stock

Yes

No Family Relationships Among Officers and Directors

True

All Committee Chairs and Members Qualify as Independent Directors

Yes

CEO Serves on Less Than Three Outside Boards

True

Independent Director Nominees Serve on Less Than Four Outside Boards

True

Stock Ownership Guidelines

Yes

Lead Independent Director

Yes

Percentage of Women Director Nominees

13%

Racially/Ethnically Diverse Director Nominees

25%

Recent Corporate Governance Changes

In 2020, the Nomination and Corporate Governance Committee (the “Nominating Committee”) conducted a comprehensive  review of the composition of our Board of Directors (the “Board” or the “Board of Directors”) to ensure the Board has the competencies and critical skills that the Company requires as it embarks upon the next phase of its operations following the release of the Report and Order by the FCC. The Nominating Committee reviewed each of the director nominees for relevant, recent experience; demographics; skills congruent with the Company’s top imperatives and strategies; and the attributes and qualifications our Board identified in its self-evaluations to develop criteria for potential nominees.

As a result of that review, the Board selected the following nominees for election at the September 2, 2020 Annual Meeting: 

·

Morgan O’Brien, succeeded Mr. McAuley as Chairman of the Board effective July 1, 2020.

·

Robert Schwartz, succeeded Mr. O’Brien, and is now the President & Chief Executive Officer.

·

Gregory Haller, Singleton McAllister, and Paul Saleh, current directors and independent director nominees. 

·

Gregory Pratt, an independent director nominee, joined our Board in June 2020 and serves on our Audit and Compensation Committees.

·

Hamid Akhavan and Leslie Daniels, independent director nominees, will stand for election at the 2020 Annual Meeting.

These changes are more fully discussed on page 11 of the Proxy Statement.

As a result of these changes, the size of our Board will decrease to eight members at our 2020 Annual Meeting.

Board Composition.  The Board selected eight director nominees based on their satisfaction of the core attributes described on page 10 of the Proxy Statement,  and the belief that each can make substantial contributions to our Board and Company. Our Board believes our nominees’ breadth of experience and their mix of attributes strengthen our Board’s independent leadership and effective oversight of management, in the context of our Company’s business focus following the FCC’s issuance of the Report and Order, our industry’s operating environment, and our Company’s long-term strategies. 

Succession Planning.  The Board, working with management commenced a succession planning process early this year for the Company’s executive officers and key employees.  To that end, and in accordance with the Company’s Succession Plan, on July 1, 2020, Morgan O’Brien, the Company’s then-serving Chief Executive Officer assumed the position of Executive Chairman, following the resignation of Brian McAuley from that role, and Robert Schwartz was appointed as President & Chief Executive Officer. Mr. McAuley will remain on the Board as Chairman Emeritus until the Annual Meeting. The Board nominated Mr. Schwartz for election to the Board by the Company’s stockholders at the Annual Meeting.

9


Stockholder Communications.  We proactively interact with our targeted critical infrastructurestockholders to obtain their feedback on our operations, including meeting with several of our large stockholders regularly. We also hosted and enterprise customersparticipated in several investor events following the FCC’s approval of the Report and Order, including presenting at the May 13, 2020 JP Morgan Technology, Media and Communications Conference and hosting an investor call on May 21, 2020.

Corporate Responsibility and Sustainability

We seek to build awarenesscreate positive environmental and demand forsocial impacts that bring value by supporting our spectrum assets, assuming we achieve a favorable resultemployees, connecting with our FCC initiatives.communities, and being prudent stewards over Anterix.

Employee Well-Being.  We seek to retain our employees through fair and competitive compensation, benefits and challenging work experiences with increasing levels of responsibility.

Financial well-being. We offer a benefits package that includes competitive pay, an annual incentive plan, a defined contribution savings plan with an employer match, and senior-level equity, among other health-related and other benefits. 

Student loan repayment.  We provide student loan repayment of up to $1200 annually up to a maximum of $10,000.

Community Involvement. We believe that it is important to make a difference by helping others in our communities. We pursue that goal through financial support and volunteering our time and talents.

Circle of Care.  In partnership with our co-tenant and local non-profit Circle of Care for Families and Children of Passaic County, Inc., we provided Under Armour backpacks and school supplies for Circle of Care’s School Supply Drive, organized a food drive and donated non-perishable items for Thanksgiving dinners for local families, and organized a Holiday Gift Drive of toys, gifts and monetary donations.

Toys for Tots. In December 2019, we participated in the United States Marine Corps Reserve’s annual Toys for Tots drive, where employees generously contributed holiday gifts for local children.

Diversity and Inclusion. We seek to create a diverse and inclusive environment where employees feel accepted and valued and that fosters creativity and innovation.

Summary of Compensation Best Practices

We are an “emerging growtha “smaller reporting company,,” as defined in Rule 12b-2 under the Jumpstart Our Business StartupsSecurities Exchange Act of 2012, or the “JOBS1934, as amended (the “Exchange Act”). The JOBS Act contains provisions that, among other things, reduce certainAs a smaller reporting requirements for an “emerging growth company.”  For so long as we remain an emerging growth company, we are permitted to, and will, rely on exemptions from certain disclosure requirements. These exemptions include reduced disclosure obligations regarding the compensation of our executive officers.  Nevertheless, our Board and Compensation Committee each believe that adopting appropriate and sound compensation programs and practices are fundamental to the overall success of our business and aligning the interests of our executives with the interests of our stockholders.



The Compensation Committee regularly reviews best practices in governance and executive compensation. The following is a high-level summary of the current executive compensation practices utilized by the Compensation Committee to drive Company performance and serve our stockholders’ long-term interests:



·

  ·

  ·

  ·

  ·

  ·



  ·

  ·

  ·

  ·

  ·

  ·

·

 

   Independent Compensation Committee Members

   RetainedUse Independent Compensation Consultant

   DevelopedUse Peer Group and Assess Pay Practices

   Use Stock Ownership Guidelines for Directors and Executives

   Conduct Annual Compensation Risk Assessment

   Prohibit Hedging or Pledging StockUse Double Trigger for Time-Based Equity Awards

   Use Performance-Based Incentive Plan Design

   Consider Feedback from Stockholder Outreach

   Does Not Offer Tax Gross UpsExecutive Compensation Recoupment Policy (“Claw-back”)

   Use Double Trigger Vesting ProvisionsNo Tax Gross Ups

   No Multi-Year Guaranteed Bonuses

   No Repricing Allowed without ShareholderStockholder Approval

   No Guaranteed Term Employment Agreements

   Offer Limited Perquisites for ExecutivesProhibit Hedging or Pledging Stock 

   Consider Feedback from Stockholder OutreachLimited Perquisites offered to Executives

 



iv


Executive Compensation for Fiscal 20192020

Our Board of Directors established a Compensation Committee comprised of three independent directors in accordance with the rules and regulations established by the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market. Our Board has delegated to the Compensation Committee the authority to establish the Company’s executive compensation program and to approve all compensation received by our executive officers and the other members of its management team.officers.  The Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), as its independent compensation consultant to assist it in evaluating our overall executive compensation program and practices. 

10


Executive Compensation ProgramBased on the advice of Pearl Meyer, ourOur Compensation Committee has established an executive compensation program consisting of: (i) an annual base salary, (ii) an annual performance-based cash bonus program, payable  in cash and/or shares of common stock and (iii) a long-term equity award consisting of a time-based restricted stock unit award.and performance-based equity awards.  In establishing this program, the Compensation Committee focused on designing a program that would attract, retain and incentivize executives, motivate them to achieve our key financial, operational and strategic goals and reward them for superior performance. The Compensation Committee also focused on ensuring that our executive compensation program aligns our executive officers’ and key employees’ interests with those of our stockholders by basing a significant portion of their compensation on the achievement of corporate and individual performance goals approved by the Compensation Committee. 

Base Salary:The base salaries of our executive officers depend on their job responsibilities, the rate of compensation paid by our peer group of companies, the pay offered to the other executive officers, and our financial position and business performance.  To help conserve our cash resources, theThe Compensation Committee set the base salaries for our executive officers for Fiscal 20192020 that were positioned at or below the median based onof the peer group data.group.

Performance-Based Cash Bonus Awards:As part of our compensation program, our executive officers and other key employees are eligible to participate in a performance-based cash bonus award program.program payable in cash and/or shares of common stock. The Compensation Committee determines the annual performance-based cash bonus awards based on the executive’s individual performance and our actual performance compared to the corporate goals approved by the Compensation Committee.  For Fiscal 2019,2020, the Compensation Committee set the annual target bonuses for our Chief Executive Officer at 75% of his base salary, for our President and Chief Operating Officer at 60% of his base salary and our Chief Financial Officer at 60% of his base salary. The Compensation Committee also determined that 40% of the annual performance-based cash incentive award for each of our executives would be based on corporatefinancial performance goals (Adjusted EBITDA and Cash Balance)Balance as compared to the budget approved by the Board), and the other 60% would be based on their individual performance.the Company’s and the individual’s performance as determined by the Board. Our Compensation Committee expected that the objectives it set as the financial and corporate performance goals at the target level of performance would be challenging and require effective execution by our management team.

For Fiscal 2019,2020, the Compensation Committee evaluated our performance and each executive’s individual performance and awarded annual bonus payouts to our named executive officers ranging from 100%89% to 112%114% of their target bonus award opportunities. 

Long-Term Equity Awards:  For.  In Fiscal 2019,2020, the Compensation Committee granted time-based restricted stock unit awardsunits to our named executive officers.  The time-based equity awards were granted in the form of restricted stock units that vest over four years, with 25% of the shares vesting each year.  The Compensation Committee also awarded our named executive officers except for Mr. Schwartz.  Mr. Schwartz received a time-based incentiveperformance-based restricted stock units and/or performance-based stock option awards. Each of the performance-based awards had “target” and “stretch” performance goals.  Under the target goal, 50% of the shares subject to the performance-based awards vest upon achievement by December 31, 2020, of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and the timelack of his promotionobjection by the Anterix Board to Presidentthe terms and Chief Operating Officerconditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in May 2018.the Final Order.  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity awards vest upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have been received.

v

 

11


 

 

TABLE OF CONTENTS





 

Contents

 

Page

GENERAL INFORMATION

1

Record Date

1

Quorum

1

Stockholders of Record

1

Shares Held in Street Name

2

Broker Non-Votes

2

Implications of Being an “Emerging Growthbeing a “Smaller Reporting Company”

2

Voting Matters

2

Vote RequiredProposal 1 – Election of Directors

3

Voting InstructionsProposal 2 – Ratification of Auditors

3

Proposal 3 – Approval, on an Advisory, Non-Binding Basis, of the Compensation of Our Named Executive Officers

3

Proposal 4 – Approval, on an Advisory, Non-Binding Basis, of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers

3

Proxies

4

Proxy Revocation Procedure

4

Voting Results

4

BOARD OF DIRECTORS INFORMATION

5

Our Board of Directors

5

No Family Relationships

7

Board Committees

7

CORPORATE GOVERNANCE MATTERS

11 

8

Governance of Our Company

11 

8

Consideration of Director Nominees

13 

10

Recent Corporate Governance Changes

14 

11

EXECUTIVE OFFICERS

15 

12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

16 

13

EQUITY COMPENSATION PLAN INFORMATION

19 

14

EXECUTIVE COMPENSATION

20 

15

Overview

15

Summary Compensation Table

23 

17

Narrative to the Summary Compensation Table

25 

18

Outstanding Equity Awards at Fiscal Year EndYear-End

27 

20

Option Exercises and Stock Vested

29 

21

Pension and Nonqualified Deferred Compensation

29 

21

Potential Payments upon Termination or Change in Control

30 

22

Severance Arrangements with our Named Executive Officers

30 

22

Employee Benefit Plans

31 

23

DIRECTOR COMPENSATION

32 

23

Non-Employee Director Compensation

32 

23

Narrative Discussion of the Director Compensation Table

33 

24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

34 

24

Related Party Transactions Reviewed Since April 1, 2018

24

Related Party Transaction Policy and Procedures

34 

24

PROPOSAL ONE  ELECTION OF DIRECTORS

35 

Vote Required and Board Recommendation26

35 

PROPOSAL TWO  RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

36 

27

Audit Related Matters

36 

27

Principal Accountant Fees and Services

27

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

37 

27

Vote Required and Board RecommendationPROPOSAL THREE  ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

37 

29

vi


PROPOSAL FOUR  ADVISORY, NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY, NON-BINDING VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

30

REPORT OF THE AUDIT COMMITTEE

38 

31

Review with Management

38 

31

Review and Discussions with Independent Accountants

38 

31

Conclusion

38 

PROPOSAL THREE TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR CORPORATE NAME TO “ANTERIX INC.”31

39 

Reason for the Name Change Amendment

39 

Effect of Approval of the Name Change Amendment

39 

Vote Required and Board Recommendation

39 

OTHER MATTERS

40 

32

PROXY SOLICITATION

40 

32

STOCKHOLDER PROPOSALS FOR 20192021 ANNUAL MEETING

40 

32

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

40 

32

ANNUAL REPORT ON FORM 10-K

41 

32

FORWARD-LOOKING STATEMENTS

33

vii

 

 

 


 

 

PDVWIRELESS,ANTERIX INC.
3 Garret Mountain Plaza, Suite 401
Woodland Park, New Jersey 07424

PROXY STATEMENT FOR THE 20192020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 6, 2019VIRTUALLY SEPTEMBER 2, 2020

This Proxy Statement, along with a proxy card,
is being mailed to our stockholders on or beforeabout July 5, 201920, 2020.

GENGENERAL INFORMATIONERAL INFORMATION

We have mailed these

These proxy materials are provided to you in connection with the solicitation by the Board of Directors (our(the “Board” or the “Board of Directors”) of pdvWireless,Anterix Inc. offor proxies to be voted at the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, August 6, 2019 at the Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, New Jersey 07078 at 9:30 a.m. Eastern Daylight Time on Wednesday, September 2, 2020, via the Internet at www.virtualshareholdermeeting.com/ATEX2020 and at any adjournments or postponements thereof.thereof (collectively, the “Annual Meeting”), for the purposes set forth in the accompanying Notice of 2020 Annual Meeting of Stockholders (the “Notice”). References in this proxy statementProxy Statement to the “Company,” “we,” “our,” and “us” are to pdvWireless,Anterix Inc. and its subsidiaries.

You may attend the virtual Annual Meeting only if you were a stockholder of record as of the Record Date (July 10, 2020) or hold a valid proxy for the Annual Meeting. If you are entitled to attend the Annual Meeting, you may attend, vote, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ATEX2020 using the 16-digit control number on your proxy card, or on the instructions that accompanied your proxy materials to enter the Annual Meeting. If you are not a stockholder of record but hold shares as a beneficial owner in street name and you wish to vote your shares electronically at the Annual Meeting, you will need to first obtain a proxy issued in your name from your broker, bank, trustee, or nominee.

You should give yourself plenty of time to log into the virtual meeting platform and ensure that you can hear audio prior to the start of the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual annual meeting page for assistance. Technical support will be available 15 minutes prior to the start of the Annual Meeting.

If you want to submit a question or make a comment during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/ATEX2020, type your question into the “Ask a Question” field, and click “Submit”.  Questions and comments submitted via the virtual meeting platform that are pertinent to Annual Meeting matters will be addressed during the meeting. Consistent with our approach when Annual Meetings are held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order.

We will bear the cost of preparing, printing, assembling, and mailing this Proxy Statement and other materials furnished to stockholders in connection with the solicitation of proxies. The Company has hired Broadridge Advisors, at an estimated cost of $25,000.00, plus reimbursement of reasonable expenses, to assist in solicitation of proxies. In addition, our officers, directors, and other employees may solicit proxies by written communication or telephone. These persons will receive no special compensation for any solicitation activities.

ReRecord Datecord Date

Holders of shares of our common stock (the “common stock”“Common Stock”), our only class of issued and outstanding voting securities, at the close of business on June 17, 2019July 10, 2020 (the “Record Date”) are entitled to vote on the proposals presented at the Annual Meeting.  As of June 17, 2019, 14,835,738July 10, 2020, 17,294,525 shares of our common stockCommon Stock were issued and outstanding.

Quorum

The presence, in personeither online or by proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Votes for and against, abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum.

The Annual Meeting may be adjourned or postponed from time to time and at any reconvened meeting, action with respect to the matters specified in this Proxy Statement may be taken without further notice to stockholders except as required by applicable law or our charter documents.

Stockholders of Record

You are a “stockholder of record” if your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company. As a stockholder of record, you have the right to grant your voting proxy directly to the proxy holders designated bylisted on the Company orproxy card, to vote in personelectronically at the virtual Annual Meeting.Meeting, or by Internet or by telephone, or, if you received paper copies of the proxy materials by mail, to vote by mail by following the instructions on the proxy card or voting instruction card. All shares represented by a proxy will be voted at the Annual Meeting, and where a stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If a stockholder does not indicate a choice on the proxy card, the shares will be voted in favor of the election of the nominees for director contained in this Proxy Statement, in favor of ratifying Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020,2021, in favor of approving, on an advisory, non-binding basis, the amendmentcompensation of our Amendednamed executive officers and Restated Certificatefor one year as the preferred frequency of Incorporation future advisory votes on compensation

1


to change our corporate name from “pdvWireless, Inc.” to “Anterix Inc.”named executive officers, and as the proxy holders determine in the exercise of their discretion on any other business or item as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

Shares Held in Street Name

You are deemed to beneficially own your shares in “street name” if your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization. If this is the case, you will receive a separate voting instruction form with this Proxy Statement from suchthat organization. 

As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee how to vote your shares, and you are also invited to attend the virtual Annual Meeting. Please note that if your shares are held of record by a broker, bank, trustee or nominee and you wish to vote your shares electronically at the Annual Meeting, you will not be permitted to do so during the Annual Meeting unless you first obtain a proxy issued in your name from your broker, bank, trustee, or nominee.  

If you hold your shares in street name and do not provide voting instructions to your broker, bank, trustee or nominee, your shares will not be voted on any proposals on which such party does not have discretionary authority to vote (a “broker non-vote”), as further described below under the heading “Broker Non-Votes.”

Please note that if your shares are held of record by a broker, bank, trustee or nominee and you wish to vote at the Annual Meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from your broker, bank, trustee, or nominee.  

1




Broker Non-Votes

Broker non-votes are shares held by brokers, banks, trustees, or other nominees who are present in persononline or represented by proxy, but which are not voted on a particular matter because the brokers, banks, trustees, or nominees do not have discretionary authority with respect to that proposal and they have not received voting instructions from the beneficial owner. Under the rules that govern brokers, banks, trustees and other nominees, these entities have the discretion to vote on routine matters, but not on non-routine matters. The only routine matter to be considered at the Annual Meeting is the ratification of the appointment of the Company’s independent registered public accounting firm. The remaining proposals are considered to be non-routine matters.  As a result, if you do not provide your broker, bank, trustee, or other nominee with voting instructions on thisthese non-routine matter,matters, your shares will not be voted either for or against the Company’s director nominees, or for or against the amendmentadvisory approval of the compensation to our named executive officers, or for the Company’s Amended and Restated Certificatepreferred frequency of Incorporationfuture advisory votes for the approval of the compensation to change the Company’s name to “Anterix Inc.”our named executive officers.



Implications of being an “Emerging Growtha “Smaller Reporting Company”

We are an “emerging growtha “smaller reporting company,” as defined in Rule 12b-2 under the Jumpstart Our Business StartupsExchange Act of 2012,1934, as amended (the “JOBS“Exchange Act”).  The JOBS, and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act contains provisions that, among other things, reduce certainfor smaller reporting requirements for an “emerging growth company.”  For so long as we remain an emerging growth company, we are permitted and will rely on exemptions from certain disclosure requirements.  These exemptions include reduced disclosure obligations regarding the compensation of our executive officers.  In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted.companies. We will remain an emerging growth companya “smaller reporting company” until the earlier of (a) the last day of the fiscal year following January 26, 2020, (b) the last day of the fiscal year in which we have total annual gross revenues of at least $1.07 billion, (c) the date on which we are deemed to be a large accelerated filer, which means the market value ofdetermination that our voting and non-voting common stock that isshares held by non-affiliates exceeds $700is at least $250 million when measured as ofon the endlast business day of our prior second fiscal quarter, (currently September 30th), or (d) the date on which we have issued more than $1.0 billion in non-convertible debtour annual revenues are at least $100 million during the prior three-year period.most recently completed fiscal year and our voting and non-voting common shares held by non-affiliates is at least $700 million measured on the last business day of our second fiscal quarter. Accordingly, the information contained in this Proxy Statement and the matters to be voted on at the Annual Meeting may not be as extensive as the information and proxy proposals submitted by other public companies that are not emerging growthsmaller reporting companies.

Voting Matters

Stockholders are entitled to cast one vote per share of common stock on each matter presented at the Annual Meeting. AFor a period of ten (10) days preceding the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for a purpose related to the Annual Meeting at 3 Garret Mountain Plaza, Suite 401,Woodland Park, New Jersey 07424. To the extent office access is impracticable due to the COVID-19 pandemic, you may email us at bbell@anterix.com. The list of stockholders will also be available during normal business hoursthe virtual Annual Meeting through the meeting website at our executive offices for a period of at least 10 days preceding the date of the Annual Meeting. www.virtualshareholdermeeting.com/ATEX2020.

There are threefour proposals scheduled to be voted on at the Annual Meeting:



(1)

Toto elect nineeight directors to hold office until the 2020 annual meeting2021 Annual Meeting of stockholders and until their respective successors are elected and qualified;

(2)

Toto ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020; and2021;

(3)

Toto approve, on an Amendment toadvisory (non-binding) basis, the compensation of our Amendednamed executive officers; and Restated Certificate of Incorporation to change our corporate name from “pdvWireless, Inc.” to “Anterix Inc.”

(4)

to approve, on an advisory (non-binding) basis, the frequency of the future advisory votes on the compensation of our named executive officers.

Our Board recommends a vote “FOR” each of the director nominees andin proposal 1, “FOR” proposals 2 and 3, and “ONE YEAR” for proposal 4listed above.

Nominees for the Board will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present and voting or represented by proxy and entitled to vote at the Annual Meeting. Each other matter to be voted upon

2


at the Annual Meeting requires the affirmative vote of a majority of the shares of Common Stock present or represented by proxy and entitled to vote.

We are currently unaware of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted your proxy, the persons named in your proxy will have the discretion to vote on those matters for you, provided that they will not vote in the election of directors for any nominee(s) from whom authority to vote has been withheld.

2




Vote RequiredVOTE REQUIRED



Proposal 1 – Election of Directors

Under our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, as amended, in an uncontested election, directors are elected by the vote of the majority of the votes cast with respect to such director. This means that the number of shares voted “FOR” a nominee for election as director must exceed the number of votes cast “AGAINST” that director nominee.  If you hold your shares through a broker, bank, trust, or other nominee and you do not instruct the broker, bank, trustee, or nominee on how to vote on this proposal, youryour broker, bank, trustee, or nominee will not have authority to vote your shares.  Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against any director nominee, and therefore will not have any effect on the outcome of this proposal.

We have also implemented a policy for director resignations, applicable if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. For more information, see “Proposal One—Election of Directors”. in this Proxy Statement.

The Board recommends a vote “FOR” all nominees.  For more information, see “Proposal One —Election of Directors.”

Proposal 2 – Ratification of Auditors

If a quorum is present, the affirmative vote of a majority of the votes cast at the Annual Meeting is required for ratification of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2020.2021.  Abstentions will be counted as present for purposes of determining the presence of a quorum but will not be considered as votes cast for or against this proposal and will, therefore, have no effect on the outcome of the vote.

The Board of Directors recommends a vote “FOR” the ratification of Grant Thornton LLP, our independent registered public accounting firm for the fiscal year ending March 31, 20202021.  For more information, see “Proposal Two—Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm.”

Proposal 3 – Corporate Name Change

Proposal 3 – Approval, on an Advisory, Non-Binding Basis, of the Compensation of Our Named Executive Officers

If a quorum is present, theThe affirmative vote of shares representing a majority of the outstanding shares of common stock as ofvotes cast at the Record DateAnnual Meeting is required to approve, on an advisory, non-binding basis, the amendment tocompensation of our Amended and Restated Certificate of Incorporation to change our corporate name to “Anterix Inc.” Abstentions will be countednamed executive officers, as present for purposes of determining the presence of a quorum.described in this Proxy Statement. Abstentions and broker non-votes will havenot affect the same effect as aoutcome of this proposal, other than counting towards the quorum of the Annual Meeting. This vote againstis advisory, and therefore, not binding on our compensation committee or our Board. Our Board and our Compensation Committee value the proposal.opinions of our stockholders, however, and will carefully review and consider the voting results when evaluating our executive compensation programs.

TheOur Board of Directors recommends a vote “FOR” the amendment toapproval, on an advisory, non-binding basis, of the compensation of our Amended and Restated Certificate of Incorporation to change our corporate name to “Anterix Inc.”  named executive officers. For more information, see “Proposal Three—AmendmentThree —Non-Binding Advisory Vote to Approve the Compensation of our AmendedNamed Executive Officers” in this Proxy Statement.

Proposal 4 – Approval, on an Advisory, Non-Binding Basis, of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers 

The frequency of one year, two years or three years that receives the affirmative vote of a majority of votes cast will be deemed to be the recommended frequency, on an advisory, non-binding basis, of future advisory votes on the compensation of our named executive officers. You may vote for a frequency of future stockholder votes on executive compensation of every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” or “ABSTAIN.” If no frequency receives the foregoing vote, then we will consider the option of one year, two years or three years that received the highest number of votes cast to be the frequency recommended by stockholders. Abstentions and Restated Certificatebroker non-votes will not affect the outcome of Incorporationthis proposal, other than counting towards the quorum of the Annual Meeting. This vote is advisory, and therefore, not binding on our compensation committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when considering the frequency of future advisory votes on the compensation of our named executive officers. 

The Board of Directors recommends a vote of “ONE YEAR” for the frequency of future advisory, non-binding vote on the compensation of our named executive officers. For more information, see “Proposal Four — Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes to ChangeApprove the Compensation of our Corporate Name to “Anterix Inc.”Named Executive Officers” in this Proxy Statement. 

3


Voting Instructions

If you are a stockholder of record, you can vote in the following ways:



1.

By Internet:Internet:  by following the internet voting instructions included on the proxy card at any time up until 11:59 p.m., Eastern Daylight Time, on August 5, 2019.September 1, 2020. 

2.

By Telephone:Telephone:  by following the telephone voting instructions included on the proxy card at any time up until 11:59 p.m., Eastern Daylight Time, on August 5, 2019.September 1, 2020. 

3.

By Mail:  you may vote by mail by marking, dating and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting.

You

Shares held in your name as the stockholder of record may also vote your shares in personbe voted at the virtual Annual Meeting. Even if you plan to attend the virtual Annual Meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted in the event you later decide notare unable to attendparticipate in the Annual Meeting. 

If your shares are held in street name, please follow the separate voting instructions you receive from your broker, bank, trustee, or other nominee.

3Shares held in street name may be voted at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares.




Proxies

All shares represented by a proxy will be voted at the Annual Meeting, and where a stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made.  If a stockholder does not indicate a choice on the proxy card, the shares will be voted in favor of the election of the nominees for director contained in this Proxy Statement, and in favor of ratifying Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 20202021, in favor of approving, on an advisory, non-binding basis, the compensation of our named executive officers, and in favor of one year as the amendment topreferred frequency of future advisory, non-binding votes of the compensation of our Amended and Restated Certificate of Incorporation to change our corporate name to “Anterix Inc.”named executive officers. If any other business may properly come before the Annual Meeting, the proxies are authorized to vote in their discretion, provided that they will not vote in the election of directors for any nominee(s) from whom authority to vote has been withheld. 

If your shares are held by a broker, bank, trustee, or other nominee, exercising fiduciary powers (typically referred to as being held in “street name”), you should receive a separate voting instruction form with this Proxyproxy Statement.  Your broker, bank, trustee, or nominee may vote your shares on Proposal 2, but will not be permitted to vote your shares with respect to other proposals unless you provide instructions as to how to vote your shares.  Please note that if your shares are held of record by a broker, bank, trustee, or nominee and you wish to vote at the meeting, you will not be permitted to vote in persononline at the virtual Annual Meeting unless you first obtain a proxy issued in your name from the record holder.



Proxy RevRevocation Procedureocation Procedure

If you are a stockholder of record, you may revoke your proxy:



1.

by written notice of revocation mailed to and received by the Corporate Secretary of the Company prior to the date of the Annual Meeting;

2.

by voting again via the internet or by telephone at a later time before the closing of those voting facilities at 11:59 p.m. Eastern Daylight Time on August 5, 2019;September 1, 2020;

3.

by executing and delivering to the Corporate Secretary a proxy dated as of a later date than a previously executed and delivered proxy (provided, however, that such action must be taken prior to 11:59 p.m. Eastern Daylight Time on August 5, 2019)31, 2020); or

4.

by attending the virtual Annual Meeting and voting in person.during the meeting.  Attendance at the Annual Meeting will not in and of itself revoke a proxy. 

If your shares are held by a broker, bank, trustee, or nominee, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee; or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the virtual Annual Meeting and voting in person.during the meeting.

Voting Results

We will announce preliminary voting results at the Annual Meeting.  We will report final results in a Current Report on Form 8-K report filed with the SEC.



4

 


 

 

BOARD OF DIRECTORS INFORMATION

Our Board, based on the recommendation of theour Nominating and Corporate Governance Committee, has nominated eacheight individuals, including five  of our nine existing directors for election or re-election, as applicable at the Annual Meeting.  Directors are elected by the vote of the majority of the votes cast with respect to such director. This means that the number of shares voted “FOR” a nominee for election as a director must exceed the number of votes cast “AGAINST” that director nominee.  All of our director nominees have indicated their willingness to serve if elected, but if any of our director nominees should be unable or unwilling to stand for election, the shares represented by proxy may be voted for a substitute designated by our Board.

In addition to the information set forth below regarding our director nominees and the skills that led our Board to conclude that these individuals should serve as directors, we believe that all of our director nominees have a reputation for integrity, honesty, and adherence to the highest ethical standards.  We believe they each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and their Board duties.

Our Board of Directors

The following sets forth information regarding the business experience of our directorsdirector nominees as of June 27, 2019:July 10, 2020:





 

 

 

Name

Age

Position with pdvWireless

Anterix

Existing Director

Brian D. McAuley

78

Chairman of the Board

Yes

Morgan E. O’Brien

75

Chief Executive Officer

Chairman

Yes

T. Clark AkersRobert H. Schwartz

54

62President & Chief Executive Officer

Director

YesNo

Rachelle B. ChongHamid Akhavan

60

59

Director Nominee

YesNo

Greg W. CominosLeslie B. Daniels

56

72

Director Nominee

YesNo

Gregory A. Haller

52

53

Director

Yes

Mark J. Hennessy

61

Lead Independent Director

Yes

Singleton B. McAllister

67

68

Director

Yes

Gregory A. Pratt

70

Director

Yes

Paul Saleh

63

64

Director

Yes

Brian D. McAuley. Mr. McAuley has served as our Chairman of the Board since August 2004.  Mr. McAuley is a co-founder of Nextel Communications, Inc. (Nasdaq:  NXTL) (“Nextel”) and held senior executive positions at Nextel from its inception in 1987 until 1996, including seven years as President and Chief Executive Officer. Upon leaving Nextel, he joined Imagine Tile, Inc., a custom tile manufacturer, where he served as Chairman and Chief Executive Officer from 1996 to 1999, and where he continues to serve as Chairman of the Board.  Mr. McAuley also served as President and Chief Executive Officer of NeoWorld Communications, Inc., a wireless telecommunications company, from 1999 until the sale of that company to Nextel in 2003.  Mr. McAuley is a certified public accountant and, prior to co-founding Nextel, his positions included Chief Financial Officer of Millicom Incorporated, Corporate Controller at Norton Simon Inc. and Manager at Deloitte & Touche LLP.  Mr. McAuley served on the board of directors of United Rentals (NYSE:  URI) from April 2004 until May 4, 2017.  Mr. McAuley has a B.B.A.  Degree from Adelphi University and is a member of various finance and telecommunications industry organizations. 

We believe Mr. McAuley is qualified to serve on our Board based on his prior experience in founding, building and serving as an executive officer at leading telecommunications companies, his prior experience in building a nationwide dispatch network at Nextel, and his experience serving on the boards of directors of other private and public companies.

Morgan E. O’Brien. Mr. O’Brien has served asbeen our Chief Executive Officer since April 2018.  He has also served as a member of our Board since April 2012, and as Vice Chairman from May 2014 to April 2018.  In April 2018, Mr. O’Brien transitioned to serving as our Chief Executive Officer.  From January 2009 to present, Mr. O’Brien has served as an independent consultant to several wireless start-upsstart-ups and until June 2017 served as a member of the board of directors of GTT Communications, Inc. (NYSE:  GTT).  As a co-founder and chairman of Nextel, Mr. O’Brien led the creation of the first all-digital nationwide wireless network (the Nextel National Network) and brought push-to-talk (“PTT”) communication to the mass business and consumer market.  After the merger of Nextel with Sprint Corporation in 2004, he was a co-founder of Cyren Call Communications Corporation, where he served until January 2009.  Mr. O’Brien was recognized in 1987 as New Jersey Entrepreneur of the Year and was voted the RCR Person of the Year in 1993 and again in 2006.  In 2005, he was inducted into the Washington, DC Business Hall of Fame, and in 2007 he was named a Fellow of the Radio Club of America and was named by Fierce Wireless as “one of the top U.S. wireless innovators of all time.”  In 2016, Mr. O’Brien was awarded the Armstrong Medal, the highest award of the Radio Club of America, for demonstrated excellence and lasting contributions to radio arts and sciences.  Mr. O’Brien has also served on a number ofseveral boards of other public companies, including Sprint and Williams

5


Telecommunications.  He also serves on the board of several private companies and charitable organizations.  Mr. O’Brien is a graduate of Georgetown University and received his law degree from Northwestern University.

We believe Mr. O’Brien is qualified to serve on our Board based on his prior experience in founding, building and serving as an executive officer at Nextel and Cyren Call Communications, his prior experience in building a nationwide dispatch network at Nextel, his expertise in FCC licensingregulatory and compliance matters, and his experience serving on the boards of directors of other private and public companies. 

T. Clark AkersRobert H. Schwartz.  . Mr. Akers hasSchwartz was appointed our President & Chief Executive Officer in July 2020. Having joined the Company in 2015 as Chief Strategy and Development Officer, he became our President and Chief Operating Officer in May 2018.  Prior to joining our Company, beginning in October 2013, Mr. Schwartz served as Chief Executive Officer of STI Brasil, LLC; a member of our Board since June 2014. He hascompany focused on developing shared fiber infrastructure for wireless operators in Brazil. Prior to STI, from November 2009 to September 2013, Mr. Schwartz served as a Managing Director SBIC Funds Placement Division at B. Riley FBR (Nasdaq:  FBRC),of Unison Site Management, during which time Unison acquired and managed cell site easements throughout the United States and sold its site portfolio to American Tower.  From June 2006 to October 2009, Mr. Schwartz was Managing Partner of Woodmont Partners LLC, a Los Angeles, CA based investment banking firm, since September 2015.  His responsibilities at B Riley FBR include raisingstrategic consultancy to telecom, media, and technology companies, including software, wireless, and cable companies. Earlier, Mr. Schwartz was Executive Vice President of IDT Telecom from 2001 to 2006, and led corporate development, product management, and the wireless division. In 1996, Mr. Schwartz joined The Associated Group to launch Teligent. He became Teligent’s Senior Vice President of Corporate Development, leading functions including strategy, capital for Small Business Investment Company (SBIC) funds for experienced U.S. investment managers. Priormarkets, investor relations and M&A activities through the startup, initial public offering, and the sale to B. Riley FBR,Liberty Media. Mr. Akers was a Managing Director at Commerce Street Capital, a Dallas, TX based investment banking firm.  Mr. Akers serves on the advisory board of Pharos Capital Group, a private equity firm based in Nashville, TN and Dallas, TX. Mr. Akers serves on the board of the Fred Jones Companies, the automotive affiliate of Hall Capital, an Oklahoma City, OK based family office.  Mr. AkersSchwartz also served from 2004 to 2009, as Vice ChairmanDirector of Intechra, the largest electronic wasteCorporate Development at Nextel and asset disposal company in the U.S. As a founder of Intechra (Group LLC) (“Intechra”), Mr. Akers raised $50 million of equity that was necessary for the organic and acquisitive growth which marked Intechra’s rise to leadership in the e-waste business. Additionally,its precursor Fleetcall where he was responsible for recruitingsupporting key membersstrategic, M&A, and capital markets initiatives. Mr. Schwartz holds an MBA from the Wharton School at the University of Intechra’s management team. Following those initiatives, he worked closely with the sales team on targeted Fortune 100 business development efforts. Prior to Intechra, Mr. Akers served as Senior Vice PresidentPennsylvania and a Bachelor of External Affairs for TeleCorp PCS, Inc., the ninth largest wireless phone companyArts in the U.S. before its acquisition by AT&T Wireless in 2002. Mr. Akers received his B.A.Business Administration from Vanderbilt University in 1979.George Washington University’s School of Government & Business Affairs.

We believe that Mr. AkersSchwartz is qualified to serve on our Board based on his prior experience as an executive in the telecommunications industry, his experiencespecifically in providing fund raising and advisory services to growth companies, his knowledge of the capital marketswireless communication, and his prior experience serving on the boards of directors of other companies.developing nascent communication technologies.

Rachelle B. Chong, J.D.  Ms. Chong has served as a member of our Board since June 2018. Ms. Chong established and has served as the principal of the Law Office of Rachelle Chong since July 2013, focusing on representing internet, telecommunication, energy and transportation clients before the FCC, the California Public Utilities Commission and the California State Legislature.  Prior to entering private practice, she was appointed and served in a number of significant Federal and State leadership positions, including Commissioner of the FCC from 1994 to 1997, Commissioner of the California Public Utilities Commission from 2006 to 2009 and Special Counsel Advanced Information and Communications Technologies, California Department of Technology from 2009 to 2011.  From 2011 to 2013, she served as the Vice President, Government Affairs, California Region for Comcast Communications. She also previously served as a law partner at two international law firms, Coudert Brothers LLP and Graham & James LLP. She serves on the board of the CalAsian Chamber of Commerce and the California Foundation for the Economy and the Environment.  In the past, she served as a member of the boards of Corsair, Lightbridge and Authorize.net.  She has served on various non-profit organization boards, including Big Brothers Big Sisters of the Bay Area, the Legal Services Trust Fund, and the California Emerging Technology Fund.  Ms. Chong has a dual degree in Political Science and Journalism from the University of California, Berkeley, and earned her legal degree from the University of California, Hastings College of the Law.

We believe Ms. Chong is qualified to serve on our Board based on her extensive regulatory and legal experience and expertise in the telecom and public utility industries, including her prior service as a Commissioner of the FCC and Commissioner of the California Public Utilities Commission.

Greg W. Cominos.  Mr. Cominos has served as a member of our Board since June 2018. Mr. Cominos is a 32-year veteran of both the power and the oil and gas industries, most recently serving as Executive Vice President of Benchmark Electronics Corporation (NYSE: BHE) (“Benchmark”). He joined Benchmark following 18 years of service with General Electric Company (NYSE: GE) (“GE”), where he held executive positions from 2009 to 2015, including President and CEO of GE’s $1B Flow and Process Technologies Division (formerly Dresser Corp.) from April 2013 to June 2015, Chief Commercial Officer of GE’s $8B Energy Management Division (Power Transmission, Distribution, and Control solutions) from April 2011 to May 2013, and Chief Operating Officer of GE’s $3B Digital Energy Division (Smart Grid Products and Services) from March 2009 to April 2011. In these roles, Mr. Cominos led international GE organizations, managed businesses in the utility, independent power, and power ministry sectors, and was a Senior Executive of GE. He engaged actively with electric industry associations, utilities, regulators, and other stakeholders to promote the benefits and paybacks of modernizing the world’s electrical grids with an emphasis on smarter and cleaner technologies. In his early GE years, he held general management positions in the Turbine-Generator business where he led business development for the services segment globally.  Prior to GE, Mr. Cominos spent 11 years with Siemens Power. Mr. Cominos holds a B.S. in Industrial Engineering from West Virginia University.

65

 


 

 

Hamid Akhavan.  Mr. Akhavan has been  a Partner at Twin Point Capital, a growth-oriented private equity firm based in New York, NY and Palo Alto, CA, since April 2018.  From August 2016 to March 2018, he was a Partner at Long Arc Capital, a private equity firm specializing in disruptive technology investments. From 2010 to 2014, Mr. Akhavan served as Chief Executive Officer of Unify Inc. (formerly Siemens Enterprise), a global supplier of telecommunication products, software and services. Prior to that, he served as Chief Operating Officer of Deutsche Telecom and Chief Executive Officer of T-Mobile International. He began his career at the Jet Propulsion Laboratory (NASA) and Bell Communications Research. He holds a Bachelor of Science in electrical engineering and computer science from California Institute of Technology and a Master of Science in the same fields from Massachusetts Institute of Technology. Mr. Akhavan also serves on the board of directors of Vonage (NASDAQ GS: VG) and privately-held National Broadband Ireland.

We believe that Mr. CominosAkhavan is qualified to serve on our Board based on his significant telecommunications and technology expertise, his prior public company board experience, as well as leadership skills from his role as chief executive leadershipat Unify and CEO of T-Mobile International.

Leslie B. Daniels.  Mr. Daniels is an Operating Partner of AE Industrial Partners, L.P., a private equity firm in Boca Raton, FL. specializing in aerospace, power generation and specialty industrial markets. He serves on the board of directors of GAMCO Investors, Inc. (NYSE: GBL) and Moeller Aerospace and is an Advisor to LGL Systems Acquisition Corp. (NYSE: DFNS). Mr. Daniels serves on The Advisory Committee on Trade Policy and Negotiation as a President Trump appointee. He is a former chairman and former member of Florida’s State Board of Administration, Investment Advisory Council, and serves as Commissioner and Chairman of the Health Care District of Palm Beach County.    Mr. Daniels was a founding partner of CAI Managers & Co., L.P., a private equity firm located in New York City from 1989 to 2014. Prior to CAI Managers, he was President of Burdge, Daniels & Co., Inc., a company engaged as a principal in venture capital and buyout investments and trading of private placement securities.  Mr. Daniels also served as Senior Vice President of Blyth, Eastman, Dillon & Co., where he was responsible for its corporate fixed-income sales and trading departments. Mr. Daniels is a former Director of AeroSat Corporation; Aster-Cephac SA; Bioanalytical Systems, Inc.; Douglas Machine & Tool Co., Inc.; IVAX Corporation; MIM Corporation; MIST Inc.; Mylan Laboratories Inc.; NBS Technologies Inc.; and Safeguard Health Enterprises, Inc.  He served as Chairman of TurboCombustor Technology Inc. and Zenith Laboratories, Inc.    Mr. Daniels is a graduate of Fordham University.

Owl Creek Asset Management, L.P., who (together with its affiliated entities) is the Company’s largest stockholder, introduced Mr. Daniels to the Nominating Committee for consideration as a director nominee at the Annual Meeting.  There is no arrangement or understanding between the Company and Owl Creek, or between the Company and Mr. Daniels, related to Mr. Daniels’ selection as a director nominee.    We believe that Mr. Daniels is qualified to serve on our Board based on his extensive financial and M&A experience, at leading companies in the power and oil and gas industries, andas well as his expertise in developing business strategies to offer new technologies and solutions to power and other utilitydepth of experience as a director of numerous public companies.

Gregory A. Haller.  Mr. Haller has served as a member of our Board since November 2018. He has more than 30 years of experience serving as a senior executive in the wireless and telecommunication services industries. Since July 2018, he has served as the Chief Operating Officer at Alorica, Inc. (“Alorica”), a leading customer relationships management company. At Alorica, Mr. Haller is responsible for global operations, client solutions, global business services and marketing communications. Prior to joining Alorica, Mr. Haller served in a number of senior executive positions at Verizon Wireless (NYSE: YZ)VZ) (“Verizon”). From August 2016 to June 2018, Mr. Haller was the chief executive for Verizon’s prepaid brand, Visible.  Prior to that, from January 2012 until August 2016, he was the president of the west area for all Verizon sales and operations, which encompassed the 18 most western states in the U.S. From September 2010 through January 2012, he held the roles of President, Enterprise and Government Markets and Vice President of Consumer Marketing. Through his 29-year career at Verizon, he also served in leadership positions in the areas of operations, sales, marketing and advanced solutions as well as consumer product portfolio and pricing.  Mr. Haller received his B.B.A.Bachelor of Arts in business administration from Wittenberg University.

We believe Mr. Haller is qualified to serve on our Board based on his prior executive leadership experience at leading companies in the wireless and telecommunications services industries, and his expertise in developing and executing on business strategies.

Mark J. Hennessy.  Mr. Hennessy has served as a member of our Board since May 2017 and as our Lead Independent Director since June 2018.  Mr. Hennessy retired in December 2015 after a 34-year career at IBM (NYSE:  IBM) where he served in a number of executive management and leadership positions. During his tenure at IBM, Mr. Hennessy was responsible for global integration initiatives and technology operations focused on innovation and growth. He served as General Manager for several IBM businesses, including the Asia Pacific Systems business based in Tokyo, the European business based in Zurich, and the Global Distribution Sector based at IBM corporate headquarters. Mr. Hennessy also held several IBM executive staff assignments, including Global Chief Information Officer, General Manager of Global Business Partners and General Manager of Strategy and Sales Transformation. During the last five years, Mr. Hennessy’s positions at IBM included General Manager of the European business, General Manager of the Global Distribution Sector and General Manager of Global Business Partners.  For the past seven years, Mr. Hennessy has served on the board of directors of Covenant House International where he has led many board activities, including strategic planning, program evaluation and site expansion. Mr. Hennessy received Covenant House International’s Beacon of Hope award in 2014. Mr. Hennessy holds a B.A. in Economics from Boston College and an MBA from the University of Chicago.

We believe Mr. Hennessy is qualified to serve on our Board based on his prior experience as an executive in the technology industry, his leadership experience and his background of strategic business development and operational excellence as well as deep knowledge of global enterprise technology.

Singleton B. McAllister.  Ms. McAllister has served as a member of our Board since June 2018. Ms. McAllister is currently serving as Of Counsel at the law firm Husch Blackwell, LLP (“Husch Blackwell”) and a Senior Advisor with Husch Blackwell Strategies. Before joining Husch Blackwell in May 2014, Ms. McAllister served as a partner in the law firms of Williams Mullen from 2012 to 2014, Blank Rome LLP from 2010 to 2012 and LeClairRyan from 2007 to 2010.  Prior to entering private practice, Ms. McAllister served for five years as the general counsel for the United States Agency for International Development and previously served in senior positions in the U.S. House of Representatives.  Ms. McAllister is a director of Alliant Energy Corporation (NYSE: LNT) and serves on its Nominating and Governance Committee and a past shareChair of its Compensation and Personnel Committee.  She also serves on the Proxy Board of Securitas Infrastructure Services, Inc.  She has been a member of the Blue RibbonBlue-Ribbon Advisory Board on Compensation and Personnel issues for the National Association of Corporate Directors’ (“NACD”).  Most recently, she has beenwas recognized in 2018 as one of the top Corporate Directors’ of NACD.  She also served as a director of United Rentals (NYSE: URI) from 2004 to May 2018, and previously chaired the National Women’s Business Center. Ms. McAllister is a member of the Council on Foreign Relations, fellow to the National Academy of Public Administration and Vice Chairman of the National Women History Museum Board of Directors. She has also served on the Advisory Board of the African Development Foundation and has been appointed Secretary to the Virginia State Board of Elections. Ms. McAllister has a B.A.Bachelor of Arts from the University of Maryland and completed Graduate Studies in International Relations and earned her law degree from Howard University.

We believe Ms. McAllister is qualified to serve on our Board based on her legal, regulatory and corporate governance experience and expertise, as well as her current experience serving on the boards of directors of other public and private companies, including public and private utility companies.

Gregory A. Pratt.  Mr. Pratt is the Chairman of the Board of Directors at Carpenter Technology Corporation and served as interim President and Chief Executive Officer of Carpenter in fiscal years 2010 and 2015. Mr. Pratt is a  former Vice Chairman and director of OAO Technology Solutions, Inc. ("OAOT"), an information technology and professional services company. He joined OAOT in 1998 as President

6


and Chief Executive Officer after OAOT acquired Enterprise Technology Group Inc. a software engineering firm founded by Mr. Pratt. Mr. Pratt served as President and Chief Operations Officer of Intelligent Electronics, Inc. from 1991 through 1996, and was co-founder, and served variously as Chief Financial Officer and President, of Atari (US) Corporation from 1984 through 1991. Mr. Pratt serves as Chairman of the Nominating and Governance Committee and a member of the Audit Committee at Tredegar Corporation (NYSE: TG). He served as a Director and Audit Committee Chairman of AmeriGas Propane. Inc., a public company listed on the NYSE for seven years. Mr. Pratt is a National Association of Corporate Directors ("NACD") Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for experienced corporate directors, which is a rigorous suite of courses spanning leading practices for boards and committees. He also was appointed to serve a three-year term on the Standing Advisory Group of the Public Company Accounting Oversight Board ending November 2016. He supplements his skill sets through ongoing engagement with the director community and access to leading practices.    Mr. Pratt received his MBA in finance from the Wharton School, University of Pennsylvania, and his Bachelor of Science in business administration from Cheyney University.  He is a certified public accountant.

We believe Mr. Pratt is qualified to serve on our Board based on his financial and corporate governance experience and expertise, as well as his current experience serving on the boards of directors of other public companies, and as a former CEO.

Paul Saleh. Mr. Saleh has served as a member of our board since December 2016.  Mr. Saleh currently serves as Executive Vice President and Chief Financial Officer of DXC Technology (NYSE: DXC), which was formed in 2017 from the merger of Computer Sciences Corp. (“CSC”) and Hewlett Packard Enterprise Services.  Previously Mr. Saleh served as Executive Vice President and Chief Financial Officer for CSC since 2012.CSC.  Prior to CSC, Mr. Saleh was the Chief Financial Officer for Gannett Co. Inc. (NYSE: GCI), as well

7


as Sprint Nextel Corporation and Walt Disney International (NYSE: DIS). Before joining the Walt Disney Company, he was with Honeywell International Inc. (NYSE: HON) for 12 years, where he held various leadership positions in finance, including Treasurer of the company.  Institutional Investor Magazine named Mr. Saleh as the best Chief Financial Officer in the wireless telecom wireless industry in 2004, 2005, 2006 and 2007.  In 2005, Treasury & Risk Management magazine recognized him as one of the 100 Most Influential People in Finance.  In 2006 and 2017, Mr. Saleh received the Public Company CFO of the Year Award from the Northern Virginia Technology Council.  Mr. Saleh holds an MBA with distinction in Finance; a M.S.inan M.S. in Computer, Information & Control Engineering; and a B.S.in Electrical Engineering, all from the University of Michigan. He resides with his family in the Washington D.C., metropolitan area.

We believe Mr. Saleh is qualified to serve on our Board based on his prior experience as an executive in the technology and telecommunications industries, his experience in financial matters and the capital markets and his leadership experience.  experience as a CFO and former CEO.

No Family Relationships

No Family Relationships 



There are no family relationships between any of our officers and directors.

8




Board CommitteesNon-Continuing Directors

The terms of four directors currently serving on the Board, T. Clark Akers, Greg W. Cominos, Mark J. Hennessy and Brian D. McAuley, will expire at the Annual Meeting.  Please see “Recent Corporate Governance Changes” on page 11 below for a discussion of the Nominating and Corporate Governance Committee’s selection of the director nominees for election at the Annual Meeting. 

Board Committees 

The following table provides membership information for each of our Board committees at March 31, 2019:as of July 10, 2020:





 

 

 



Audit

Compensation

Nominating and
Corporate Governance

T. Clark Akers

Chair

X

Rachelle B. Chong

X

Greg W. Cominos

X

Gregory A. Haller

---

---

X

Mark J. Hennessy

Chair

Gregory A. Haller

---

---

X

Singleton B. McAllister

X

Chair

Gregory A. Pratt

ChairX

X

--

Paul Saleh

X

X



Audit Committee. The Audit Committee is comprised of threefour of our independent directors, T. Clark Akers (Chair), Greg W. Cominos, Gregory A. Pratt, and Paul Saleh, each of whom is able to read and understand fundamental financial statements, including our balance sheet, statements of operations, stockholders’ equity and cash flows as required by the rules of the Nasdaq Stock Market. Mr. Akers is the chairperson of the Audit Committee.  The functions of the Audit Committee include the retention of our independent registered public accounting firm, reviewing and approving the planned scope, proposed fee arrangements and results of our Company’s annual audit, reviewing the adequacy of our Company’s accounting and financial controls and reviewing the independence of our Company’s independent registered public accounting firm. Our Board has determined that each member of the Audit Committee is an “independent director” under the listing standards of the Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has also determined that each of T. Clark Akers, Greg W. Cominos, Gregory A. Pratt, and Paul Saleh is an “audit committee financial expert” within the applicable requirements of the SEC. The Audit Committee is governed by a written charter approved by our Board, a copy of which is available on our

7


website at www.anterix.com.  The charter complies with the applicable provision of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and related rules of the SEC and the Nasdaq Stock Market.

Compensation Committee. The Compensation Committee is comprised of threefour of our independent directors, T. Clark Akers, Mark J. Hennessy (Chair), Gregory A. Pratt, and Singleton B.  McAllister. Mr. Hennessy is the chairperson of the Compensation Committee. The functions of the Compensation Committee include the approval of the compensation offered to our executive officers and recommendation to the full Board of the compensation to be offered to our non-employee directors.  In accordance with the listing standards of the Nasdaq Stock Market, the Compensation Committee evaluates the independence of each compensation consultant, outside counsel and advisor retained by or providing advice to the Compensation Committee. Our Board has determined that each of Messrs. Akers, Hennessy, and HennessyPratt and Ms. McAllister is an “independent director” under the listing standards of the Nasdaq Stock Market and the applicable rules ofand regulations of the SEC, including the additional requirements that apply to members of the Compensation Committee. In addition, the members of the Compensation Committee each qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee may delegate authority to one or more members of the Compensation Committee or to one or more of our executives of the Company, and may form and delegate authority to one or more subcommittees and to one or more committees of executives of the Company, except that the Committee may not delegate authority to approve compensation for our Chief Executive Officer, our Section 16, or our other executive officers to any person or committee (other than to a subcommittee consisting exclusively of at least three members of the Compensation Committee).  Our Compensation Committee has the authority to engage the services of compensation consultants, outside counsel, experts and other advisors asany advisor it determines appropriate to assist it in the performance of its functions. The Compensation Committee has engaged the services of Pearl Meyer, & Partners (“Pearl Meyer”), a national executive compensation consulting firm, as its independent compensation consultant, to assist it in evaluating our overall executive compensation program and practices.  During Fiscal 2019, Pearl Meyer did not provide any additional services to the Company in an amount in excess of $120,000.Company.  The Compensation Committee is governed by a written charter approved by our Board, a copy of which is available on our website atwww.anterix.com.

Nominating and Corporate Governance Committee. During Fiscal 2019, theThe Nominating and Corporate Governance Committee is comprised of three of our independent directors,directors—Singleton B. McAllister (Chair), Gregory A. Haller, and Paul Saleh. Additionally, during Fiscal 2020, former director Rachelle B. Chong Singleton B. McAllister, and Paul Saleh.  Mr. Haller was appointed toserved on the Nominating and Corporate Governance Committee until her resignation from the Board in June 2019. Ms. McAllister is the chairperson of the Nominating and Corporate Governance Committee.May 2020. The functions of the Nominating and Corporate Governance Committee include the identification, recruitment and nomination of candidates for our Board and its committees, making recommendations to our Board concerning the structure, composition and functioning of our Board and its committees (including the reporting channels through which our Board receives information and the quality and timeliness of the information), developing and recommending to our Board corporate governance guidelines applicable to our Company and annually reviewing and recommending changes (as necessary or appropriate), overseeing the annual evaluation of our Board’s effectiveness and performance, and periodically conducting an individual evaluation of each director. Our Board has determined that each member of the Nominating and Corporate Governance Committee is (or was during his or her service) an “independent director” under the listing standards of the Nasdaq

9


Stock Market and the applicable rules and regulations of the SEC. The Nominating and Corporate Governance Committee is governed by a written charter approved by our Board, a copy of which is available on our website at www.anterix.com. 

10




CORPORATE GOVGOVERNANCE MATTERSERNANCE MATTERS

Governance ofof Our Company

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace. Our corporate governance guidelines and code of business conduct, together with our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws and the charters for each of our Board committees, form the basis for our corporate governance framework. We also are subject to the Sarbanes-Oxley Act, the rules and regulations of the SEC and the corporate governance rules of the Nasdaq Stock Market. Our Board has established three standing committees to assist it in fulfilling its responsibilities to the Company and its stockholders: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Corporate Governance Guidelines:Guidelines. Our corporate governance guidelines are designed to help ensure effective corporate governance of our Company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director responsibilities, director compensation, director orientation and continuing education, communications from stockholders to our Board, succession planning and the annual evaluations of our Board and its committees. Our corporate governance guidelines are reviewed by the Nominating and Corporate Governance Committee and amended by our Board when appropriate. The full text of our corporate governance guidelines is available on our website at www.anterix.com. A printed copy may also be obtained by any stockholder upon request to our Corporate Secretary.

Our Board of Directors:Directors. Our Board currently consists of nine members. The number of directors on our Board can be determined from time to time by action of our Board.

Our Board has determined that each

Each of our seven non-employee directors during Fiscal 2019,and director nominees, including Messrs. Akers, Akhavan, Cominos, Daniels, Haller, Hennessy, Pratt, and Saleh, and Mses. Chong andMs. McAllister, meetmet the independence standards established by the Nasdaq Stock Market and the applicable independence rules and regulations of the SEC, including the rules relating to the independence of the members of our Audit Committee and Compensation Committee, as applicable.  Likewise, Ms. Chong met these standards during her Fiscal 2020 service. Our Board considers that a director is independent when the director is not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence requirements under the listing standards of the Nasdaq Stock Market and the rules and regulations of the SEC.

Our Board believes the director nominees collectively have the experience, qualifications, attributes, and skills required to effectively oversee the management of our Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing our

8


Company, a willingness to devote the necessary time to their Board and committee duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value.

Compensation Committee Interlocks and Insider Participation:Participation. No member of our Compensation Committee has at any time been our employee. Except as set forth herein, none of our executive officers serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or our Compensation Committee.

Code of Business Conduct:Conduct. Our Board adopted a code of business conduct that applies to our officers, directors, and employees. Among other matters, our code of business conduct is designed to deter unlawful or unethical behavior and to promote the following:

1.

Prohibiting conflicts of interest (including protecting corporate opportunities);

2.

Protecting our confidential and proprietary information and that of our customers and vendors;

3.

Treating our employees, customers, suppliers and competitors fairly;

4.

Encouraging full, fair, accurate, timely and understandable disclosure;

5.

Protecting and properly using company assets;

6.

Complying with laws, rules and regulations (including insider trading laws); and

7.

Encouraging the reporting of any unlawful or unethical behavior.

11


Any waiver of the code of business conduct for our executive officers directors or employeesdirectors may be made only by our Nominating and Corporate GovernanceAudit Committee and will be promptly disclosed on our website. We have posted a copy of our code of business conduct, and intend to post amendments to this code, on our website at www.anterix.com, as permitted under SEC rules and regulations.

Board Leadership Structure:Structure. On July 1, 2020, Mr. McAuley servesO’Brien was appointed by the Board as Executive Chairman of our Board, and Mr. O’Brien servesSchwartz was appointed by the Board as our President and Chief Executive Officer.  OurThe Board has determined that separatingnominated Mr. Schwartz for election to the positionsBoard at the Annual Meeting.

With the roles of Executive Chairman and Chief Executive Officer separated between Messrs. O’Brien and Chairman of the Board is in the best interests of the Company and its stockholders at this time.  As an additional key element of its leadership structure,Schwartz, respectively, our Board has appointed Mr. Hennessy to serve as Lead Independent Director.

Our Board believes our leadership structure enhances the accountability of our Chief Executive Officer to our Board and encourages balanced decision making. In addition, our Board believes that this structure provides an environment in which the independent directors are fully informed, have significant input into the content of Board meetings, and are able tocan provide objective and thoughtful oversight of management. Our Board also separated the roles in recognition of the differences in responsibilities. As an additional key element of its leadership structure, our Board has appointed Mr. Hennessy to serve as Lead Independent Director.  While our Chief Executive Officer is responsible for the day-to-day leadership and operations of the Company, the Executive Chairman of the Board and the Lead Independent Director provide guidance to our Board and set the agenda for Board meetings. Our Lead Independent Director also provides performance feedback on behalf of our Board to our Executive Chairman and Chief Executive Officer. Our Board also considered that our Audit, Compensation, and Nominating and Corporate Governance Committees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive management,officers, the selection and evaluation of directors, the development and implementation of corporate governance policies, and the oversight of the Company’s compliance with laws and regulations, each consist entirely of independent directors. Our Board intends to evaluate from time to time whether our Chief Executive Officer and Board Chairman positions should remain separate based on what our Board determines is best for the Company and its stockholders.

Board Oversight of Risk:Risk. Our Board is actively involved in the oversight of risks that could affect the Company. Our Board as a whole has responsibility to evaluate and oversee the Company’s risk management policies and procedures, with responsibility of certain areas being assigned to the relevant Board committee. Our Board satisfies this responsibility through reports by each committee chair regarding the committee’s evaluations and recommendations, as well as through regular reports directly from management responsible for oversight of particular risks within the Company. Specifically, our Board committees address the following risk areas:

1.

The Compensation Committee is responsible for overseeing the management of risks related to the retention and motivation of the Company’s executives and their compensation plans and arrangements.

2.

The Audit Committee discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

3.

The Nominating and Corporate Governance Committee considers risks related to regulatory and compliance matters relevant to the Company and its operations, including the Company’s compliance with good corporate governance practices and the requirements established by the SEC and the Nasdaq Stock Market.

Our Board encourages management to promote a corporate culture that incorporates risk management into the Company’s day-to-day business operations.

Stockholder Communications. We proactively interact with our stockholders to obtain their feedback on our operations, including meeting with a number ofseveral our large stockholders on a regular basis. regularly. We also hosted and participated in several investor events following the FCC’s approval of the Report and Order, including presenting at the May 13, 2020 JP Morgan Technology, Media and Communications Conference and hosting an Investors’ Day conferenceinvestor call on May 21, 2019 to discuss the status of our regulatory initiatives and to outline our business plans and objectives.2020.

Communications with the Board of Directors:Directors.  Our Board desires that the views of the Company’s stockholders will be heard by our Board, its committees or individual directors, as applicable, and that appropriate responses will be provided to stockholders on a timely basis. Stockholders wishing to formally communicate with our Board, any Board committee, the independent directors as a group or any

9


individual director may send communications directly to the Company at pdvWireless,Anterix Inc., 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424, Attention: General Counsel & Corporate Secretary. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged, and copied, and forwarded to the director(s) to whom the communication was addressed. Please note that the foregoing communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding.

Board and Committee Attendance:Attendance.  During Fiscal 2019,2020, all directors other than Mr. Akers attended at least 75% or more of the aggregate of the meetings of our Board and of each of our Board committees on which they served at the time of such meetings.  OurDuring Fiscal 2020,  our Board met six times during Fiscal 2019 and acted by written consent two times during Fiscal 2019;five times; the Audit Committee met four times during Fiscal 2019;times; the Compensation Committee met eight times and acted by written consent four times; and the Nominating and Corporate Governance Committee met one time during Fiscal 2019.    

12four times.




Director Attendance at the Annual Meeting:Meeting.  We believe the Annual Meeting provides a good opportunity for our directors to hear any feedback that our stockholders may desire to share with the Company and our Board. As a result, we encourage our directors to attend our Annual Meetings. We will reimburse our directors for the reasonable expenses they may incur in attending the Annual Meeting. AllEight of our directors attended our 20182019 annual meeting of stockholders.

Executive Sessions:Sessions.  Executive sessions of our independent directors are held at each regularly scheduled meeting of our Board and at other times they deem necessary.  Our Board’s policy is to hold executive sessions both with and without the presence of management.  Our Board committees also generally meet in executive session at the end of each committee meeting.

Majority Voting for Election of Directors.  Under our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, as amended, in an uncontested election, directors are elected by the vote of the majority of the votes cast with respect to such director. This means that the number of shares voted “FOR” a nominee for election as director must exceed the number of votes cast “AGAINST” that director nominee.  If such a director nominee fails to receive FOR“FOR” votes representing at least a majority of votes cast and is an incumbent director, the Bylaws would require the director to tender his or her resignation to the Board if not already tendered pursuant to the Company’s conditional resignation policy set forth in our Corporate Governance Guidelines, subject to acceptance by the Board. The Nominating and Corporate Governance Committee of the Board would then be charged with making a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. In contested elections, where the number of director nominees exceeds the number of directors to be elected, the plurality voting standard would continue to apply meaning the directors that receive the most votes “FOR” would be elected.

Stock Ownership Guidelines.    All of our executive officers and non-employee Directorsdirectors are subject to stock ownership guidelines approved by the Board.  Our Chief Executive Officer is required to beneficially own a number of shares of the Company’s common stock with a value equal to five times (5x) his base salary. All other executive officers are required to beneficially own a number of shares with a value equal to three times (3x) their base salary. Non-employee Directors are required to beneficially own a number of shares of the Company’s common stock with a value equal to three times (3x) the annual cash retainer paid to them for service as a member of our Board.  Our executives and Board membersdirectors have five (5) years to achieve their respective stock ownership guideline level. As of the end of Fiscal 2019,2020, each of our executive officers is in compliance with the stock ownership guidelines and each of our non-employee directors who have been a member of the Board for more than one year areis in compliance with the stock ownership guidelines.  

Consideration of DirectoDirector Nomineesr Nominees

General: In evaluating nominees for membership on our Board, our Nominating and Corporate Governance Committee applies our Board membership criteria set forth in our Corporate Governance Guidelines. Under these criteria, the Committee takes into account many factors, including an individual’s business experience and skills, (including skills in core areas such as operations, management, technology, accounting and finance, capital markets and strategic planning), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity, and ability to represent the best interests of the Company’s stockholders. As the Company moves forward as of result of the FCC’s Report and Order, the Nominating and Corporate Governance Committee believes that the Board should seek experienced public company directors with skills in core areas such as early stage/hyper growth, mergers & acquisitions, technology, regulatory, utilities, financial literacy, risk management, and human capital management. In addition, the Nominating and Corporate Governance Committee will also considerconsiders the ability of the nominee to represent the best interests of the Company and its stockholders and to commit sufficient time and attention to the activities of our Board, as well as the absence of any potential conflicts with the Company’s interests. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterioncriteria is necessarily applicable to all prospective nominees. Our Board does not have a formal policy with respect to the diversity of nominees. Rather, our Nominating and Corporate Governance Committee considers Board membership criteria as a whole and seeks to achieve diversity of occupational and personal backgrounds, experience, and expertise on our Board. Our Board is responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee and Board of Directors regularly assess the appropriate size of our Board, and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential nominees who may come to the attention of the Committee through current Board members, professional search firms, stockholders or other persons. Each potential nominee brought to the attention of the Committee, regardless of who recommended such potential nominee, is considered based on the basis of the criteria set forth in our Corporate Governance Guidelines.

Stockholder Nominees: The Nominating and Corporate Governance Committee will review a reasonable number of candidates for director recommended by a single stockholder who has held over 2.0% of the Company’s common stock for over one year and who satisfies the notice, information and consent provisions set forth in the Company’s Amended and Restated Bylaws. Our Board will use the same

10


evaluation criteria and process for director nominees recommended by stockholders as it uses for other director nominees. There has been no change to the procedures by which stockholders may recommend nominees to our Board. For information concerning stockholder proposals, see “Stockholder Proposals for 20192021 Annual Meeting” below in this Proxy Statement.

13




Recent Corporate Governance Changes 

Our

From January through June 2020, the Nomination and Corporate Governance Committee conducted a comprehensive  review of the composition of our Board has takenof Directors to ensure the Board had competencies and critical skills that the Company requires as we embark upon the next phase of our operations following the release of the long awaited Report and Order by the FCC. The Nominating and Corporate Governance Committee reviewed the mix of individual directors on our Board  for relevant, recent experience; demographics; skills congruent with the organization’s top imperatives and strategy; and the attributes and qualifications the Nominating and Corporate Governance Committee identified in the Board’s self-evaluations to develop criteria for potential nominees: initiative, time, attributes and experience to be effective contributors.  As a result of that review, the Board decided to take the following actions to further strengthen ouraction: 

Nominees for Election at the 2020 Annual Meeting.

Morgan O’Brien, Executive Chairman.

Robert Schwartz, President & CEO.

Gregory Haller, Singleton McAllister, and Paul Saleh, independent director nominees.

Gregory Pratt, an independent director nominee with chief executive, financial and corporate governance framework.experience, joined our Board in June 2020 and serves on our Audit and Compensation Committees.

Additional Independent Director.  Our Board added a new

Hamid Akhavan and Leslie Daniels, independent director during Fiscal 2019, Gregory A. Haller. Mr. Haller hasnominees, will stand for election at the 2020 Annual Meeting as more than 30 yearsfully discussed above at page 6.

As a result of experience serving as a senior executive officer inthese changes, the wireless and telecommunication services industries.size of our Board will decrease to eight members at our 2020 Annual Meeting.

Board Composition.  The Board has nominated and is requestingselected our eight director nominees based on their satisfaction of the Company’s stockholders to re-elect Mr. Hallercore attributes described on page 10, and the other six existingbelief that each can make substantial contributions to our Board and Company. Our Board believes our nominees’ breadth of experience and their mix of attributes strengthen our Board’s independent directors atleadership and effective oversight of management, in the Annual Meeting, including T. Clark Akers, Rachelle B. Chong, Greg W. Cominos, Mark J. Hennessy,context of our Company’s business focus following the FCC’s issuance of the Report and Order, our industry’s operating environment, and our Company’s long-term strategies. Singleton B. McAllister and Paul Saleh

Succession Planning.  The Board, working with management, has commenced a succession planning process early this year for the Company’s executive officers and key employees. To that end, and in accordance with the Company’s Succession Plan, on July 1, 2020, Morgan O’Brien, the Company’s then-serving Chief Executive Officer, resigned from his position as Chief Executive Officer and assumed the position of Executive Chairman, following the resignation of Brian McAuley from that role, and Robert Schwartz was appointed as President & Chief Executive Officer. Mr. McAuley will remain on the Board as Chairman Emeritus until the Annual Meeting.  The Board nominated Mr. Schwartz for election to the Board by the Company’s stockholders at the Annual Meeting.

Stockholder Communications.  We proactively interact with our stockholders to obtain their feedback on our operations, including meeting with a numberseveral of our large stockholders on a regular basis.  regularly. We also hosted and participated in several investor events following the FCC’s approval of the Report and Order, including presenting at the May 13, 2020 JP Morgan Technology, Media and Communications Conference and hosting an Investors’ Day conferenceinvestor call on May 21, 20192020.

Board Development. We recognize the importance of having directors with the knowledge necessary to discuss the status ofbe a collaborative and trusted resources to management.  To that end, we have in place many opportunities for our regulatory initiativesdirectors to develop and to outline our business plansimprove their technical knowledge and objectives.corporate governance skill set.

·

Educational Series.  We continue to conduct regular educational programs to provide our Board in-depth knowledge of our technical and business environment.  

·

Board Education Stipend.  We provide each director with an annual $5000 stipend for board/governance training related to their roles on the Anterix Board.  

·

NACD Membership.  In January 2020, we joined the National Association of Corporate Directors (“NACD”).  As an NACD member company our Directors have access to tools, resources, and instructional curricula to continue to mature in corporate governance, including educational events, networking opportunities, resources, and custom board services developed for directors  by directors.

·

Biennial Board Retreat.  In April 2020, we planned to conduct our first multi-day in-person Board Retreat focused on long-term strategy and director education.  The continuing spread of COVID-19 required that we postpone the retreat until at least 2021.

1411

 


 

 

EXECUTIVE OFOFFICERSFICERS

The following persons are our executive officers and key employees and hold the positions set forth opposite their names as of June 27, 2019.July 10, 2020.





 

 



 

 

Name

Age

Position with pdvWireless

Brian D. McAuley(1)

78

Chairman of the BoardAnterix

Morgan E. O’Brien(1)

75

Chief Executive OfficerChairman

Robert H. Schwartz(1)

53

54

President and& Chief OperatingExecutive Officer

Timothy A. Gray

49

50

Chief Financial Officer

Ryan Gerbrandt

42

Chief Operating Officer

Gena L. Ashe

58

General Counsel and Corporate Secretary

Elaine M. Gangeri

54

Chief Accounting Officer and Assistant Corporate Secretary



(1)

See the section entitled “Board of Directors Information” above for a description of the business experience and educational background of Messrs. McAuleyO’Brien and O’Brien.Schwartz.

Robert H. Schwartz.  Mr. Schwartz was appointed as our President and Chief Operating Officer in May 2018.  He joined the Company as Chief Strategy and Development Officer in August 2015.   Prior to joining our Company, beginning in October 2013, Mr. Schwartz served as Chief Executive Officer of STI Brasil, LLC (“STI”), a company focused on developing shared fiber infrastructure for wireless operators in Brazil.  Prior to STI, from November 2009 to September 2013, Mr. Schwartz served as a Managing Director of Unison Site Management (“Unison”), during which Unison acquired and managed cell site easements throughout the United States and sold its site portfolio to American Tower (NYSE:  AMT).  From June 2006 to October 2009, Mr. Schwartz was Managing Partner of Woodmont Partners LLC, a strategic consultancy to telecom, media and technology companies including software, mobile and cable companies.  Earlier Mr. Schwartz was Executive Vice President of IDT Telecom, Inc. from 2001 to 2006, and led corporate development, product management, and the mobile division.  In 1996, Mr. Schwartz joined The Associated Group to launch Teligent Inc. (“Teligent”), and became Teligent’s Senior Vice President of Corporate Development, leading functions including strategy, capital markets, investor relations and M&A activities through the startup, initial public offering, and the sale to Liberty Media Corporation.  Mr. Schwartz also served as Director of Corporate Development at Nextel where he was responsible for supporting key strategy, M&A, and capital markets initiatives.  Mr. Schwartz holds an MBA from the Wharton School at the University of Pennsylvania and a B.B.A. from George Washington University’s School of Government & Business Administration.

Timothy A. Gray. Mr. Gray was appointed as our Chief Financial Officer in June 2014. From November 2011 to May 2013, Mr. Gray served as Senior Vice President and Chief Financial Officer of MedImmune, Inc. (Nasdaq:  MEDI), a subsidiary of AstraZeneca  (NYSE: AZN) (“MedImmune”), and then served as Senior Vice President of Finance for MedImmune’s Specialty Care Group until November 2013. Mr. Gray also served in various other finance roles at MedImmune sincestarting in April 2008. Prior to joining MedImmune, Mr. Gray served in finance positions at AOL (NYSE: AOL) and Nextel and started his career at Deloitte & Touche LLP. He is also a member of the Audit Committee of the Children’s Inn at the National Institutes of Health. Mr. Gray received a B.B.A.Bachelor of business administration in Accountingaccountancy from the University of Notre Dame and is a certified public accountant. 



Ryan Gerbrandt.  Mr. Gerbrandt  joined the Company as Chief Operating Officer in March 2020. Prior to Anterix, Mr. Gerbrandt served 13 years at Trilliant Networks, founded in the Silicon Valley and focused primarily on wireless networking technologies and solution development for the critical infrastructure industry with specific focus on Global Utilities.  Mr. Gerbrandt was a pioneer in their Smart Grid Deployment efforts, and during his time at Trilliant developed and led Network Engineering, Global Professional Services, Global Solutions and Commercial Operations, and most recently launched and served as Managing Director for their Global Industrial Internet of Things  and Smart Cities businesses. Mr. Gerbrandt served on the board of directors of the Research Triangle Cleantech Cluster (RTCC) located in North Carolina up until departing Trilliant in March 2020.  Prior to Trilliant, Mr. Gerbrandt was responsible for utility communications and control systems at Manitoba Hydro, an electric power and natural gas provider in Canada, where he specialized in Utility Communications Systems, Network Operations, SCADA, HVDC Controls and System Protection. Mr. Gerbrandt received his education in Communications Engineering Technology from Red River College and in Utility Management from the University of Manitoba.

Gena L. Ashe. Ms. Ashe joined the Company in July 2019, as its General Counsel and Corporate Secretary. Prior to Anterix, Ms. Ashe held senior legal roles with KKR portfolio company The Brickman Group, LLC. (now BrightView Landscapes LLC NYSE: BV),  where she served as Chief Legal Officer and Corporate Secretary, Catalina Marketing Corporation, Public Broadcasting Service (PBS), Darden Restaurants, Inc., Lucent Technologies, Inc., AT&T, and most recently Adtalem Global Education (NYSE:ATGE), where she also served as Chief Legal Officer and Corporate Secretary. Earlier, Ms. Ashe was an electrical engineer with IBM Corporation before joining IBM’s legal team. She is a member of the Board of Directors at XPO Logistics (NYSE: XPO), where she serves on the audit and acquisition committees, and at XPO Logistics Europe S.A. (Euronext: XPO), where she serves as Vice Chairman of the Board. She holds a Juris Doctorate from Georgetown University, a Master of Science in electrical engineering from Georgia Institute of Technology and a Bachelor of Science in mathematics and physics from Spelman College. Ms. Ashe is a graduate of the executive development program of the Wharton School of the University of Pennsylvania and holds a certificate in international management from Oxford University in England.

Elaine M. Gangeri.  Ms. Gangeri joined the Company in October 2014 and has been the Chief Accounting Officer and Assistant Corporate Secretary since July 2019.  Ms. Gangeri is responsible for the company's accounting operations and financial reporting functions. Prior to joining Anterix in 2014, she served as the controller for the Americas region at Nice Systems Ltd, an Israeli-based company specializing in telephone voice recording, data security and surveillance. Before Nice Systems, she held the roles of controller, financial reporting director and accounting manager at Virgin Mobile USA, Inc., a prepaid cell phone company, from 2002 to 2010.  Ms. Gangeri also held notable accounting and finance positions at Metromedia Fiber Network, Lucent Technologies, and International Specialty Products. Dedicated to educating and developing accounting and other business professionals, Ms. Gangeri served as an adjunct professor and lecturer at Bergen Community College in New Jersey from 2008 to 2011.  Ms. Gangeri holds a Bachelor of Arts in business administration from Gettysburg College and a Master of Business Administration with a concentration in accounting from Fairleigh Dickinson University.  She is a certified public accountant and certified equity professional.

1512

 


 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of our common stock by (i) each of our directors and director nominees, (ii) each of our named executive officers named in the Summary Compensation Table under “Executive Compensation,” (iii) all our directors and executive officers as a group, and (iv) each person or group known by us to own more than 5% of our common stock.Common Stock. The percentages reflect beneficial ownership, as determined in accordance with the SEC’s rules, as of June 17, 2019July 10, 2020 and are based on 14,835,73817,294,525 shares of common stock outstanding as of June 17, 2019.July 10, 2020. Except as noted below, the address for all beneficial owners in the table below is 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount and

 

 

 

 

Amount and

 

 

 

 

Nature of

 

 

 

 

Nature of

 

 

 

 

Beneficial

 

Percent of

 

Beneficial

 

Percent of

Name of Beneficial Owner

 

Ownership(1)

 

Class

 

Ownership(1)

 

Class

Directors and Executive Officers:

 

 

 

 

 

 

 

 

 

 

Brian D. McAuley(2)

 

452,837 

 

3.01 

 

354,211 

 

2.02 

Morgan E. O’Brien(3)

 

382,507 

  

2.52 

 

471,969 

  

2.66 

Robert H. Schwartz(4)

 

106,504 

 

 *

 

 

204,332 

 

1.17 

%

Timothy A. Gray(5)

 

60,614 

 

 *

 

 

73,260 

 

 *

 

T. Clark Akers(6)

 

15,301 

 

 *

 

 

7,595 

 

 *

 

Rachelle B. Chong(7)

 

3,051 

 

 *

 

Hamid Akhavan

 

 —

 

 *

 

Greg W. Cominos(7)

 

3,051 

 

 *

 

 

5,145 

 

 *

 

Gregory A. Haller(8)

 

1,610 

 

 *

 

Mark J. Hennessy(9)

 

13,089 

  

 *

  

Leslie B. Daniels

 

17,000 

 

 *

 

Gregory A. Haller(7)

 

3,704 

 

 *

 

Mark J. Hennessy(8)

 

15,881 

  

 *

  

Singleton B. McAllister(7)

 

3,051 

 

 *

 

 

5,145 

 

 *

 

Gregory A. Pratt(9)

 

229 

 

 *

 

Paul Saleh(7)

 

8,371 

 

 *

 

 

10,465 

 

 *

 

John C. Pescatore (10)

 

383,947 

 

2.53 

All active directors and executive officers as a group (11 persons)(11)

 

1,049,986 

  

6.74 

All active directors and executive officers as a group (16 persons)(10)

 

1,193,774 

  

6.54 

5% or more Stockholders (not disclosed above):

 

 

 

 

 

 

 

 

 

 

Cerberus Capital Management, L.P.(12)

 

2,889,442 

  

19.48 

Owl Creek Asset Management L.P.(13)

 

2,647,673 

  

17.85 

FIE II LLC(14)

 

1,358,156 

  

9.15 

TSSP Sub-Fund Hold Co LLC(15)

 

1,299,165 

  

8.76 

Great American(16)

 

1,065,669 

  

7.18 

Owl Creek Asset Management L.P.(11)

 

5,251,015 

  

30.36 

Lomas Capital Management LLC(12)

 

1,542,838 

 

8.92 

Pacific Investment Management Company LLC (13)

 

1,358,156 

  

7.85 

American Financial Group, Inc.(14)

 

941,176 

  

5.44 

 

 

 

 

 

 

 

 

 

 



*            Represents less than 1% of the number of shares of our common stock outstanding as of June 17, 2019.July 10, 2020.

(1)

We determined the number of shares of common stock beneficially owned by each person under rules promulgated by the SEC, based on information obtained from Company records and filings with the SEC. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisable or exercisable or to be settled within 60 days from June 17, 2019July 10, 2020 are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

(2)

Includes 3,836 shares held by Mr. McAuley’s spouse.  Includes (i) 135,000 shares of common stock underlying an option that were all exercisable as of May 14, 2018 at an exercise price of $20.00 per share, (ii) 65,000 shares of common stock underlying an option that were all exercisable as of January 29, 20192020 at an exercise price of $25.00 per share, and (iii) 3,3553,356 restricted shares to be released August 7, 2020, and (iv) 5,784 performance units to be released on August 8, 2019.31, 2020.

16


(3)

Includes (i) 135,000 shares of common stock underlying an option that were all exercisable as of May 14, 2018 at an exercise price of $20.00 per share, (ii) 165,000 shares of common stock underlying an option that were all exercisable as of January 29, 2019 at an exercise price of $25.00 per share, (iii) 37,50050,000 shares of common stock underlying an option that were all exercisable as of January 13, 20192020 at an exercise price of $25.81, with 12,500 additional shares subject to vesting in one annual installment, (iv)  27,47241,208 shares of common stock underlying an option that were all exercisable as of May 22, 20192020 at an exercise price of $22.75, with 27,47313,737 additional shares vesting in twoone equal annual installments, andinstallment, (v) 5,24313,818 restricted shares to be released on August 8, 2019.13, 2020, (vi) 26,464 performance options to vest on August 31, 2020, and (vii) 26,009 performance units to be released on August 31, 2020.

(4)

Includes (i) 70,000 shares of common stock underlying an option that are exercisable on August 11, 20192020 at an exercise price of $26.59, (ii)  22,50030,000 shares of common stock underlying an option that were exercisable as of February 23, 20192020 at an exercise price of $24.45 per share, with an additional 7,500 shares vesting in one annual installment, (iii) 5,0002,500 restricted stock units that were vested as of June 28, 2019, with 2,500 additional shares subject to vesting in one installment, and2020, (iv) 5,00015,000 shares of common stock underlying an option that are exercisable on August 18, 20182020 at an exercise price of $28.10, with 15,0005,000 additional shares vesting in threeone annual installment, (v) 50,000 shares of common stock underlying an option that are exercisable on May 14, 2020 at an exercise price of $28.20 with 50,000 additional shares vesting in two equal installments.annual installments,  (vi) 10,921 restricted shares to be released on August 10, 2020, (vii) 7,318 performance options to vest on August 31, 2020, and (vii) 10,128 performance units to be released on August 31, 2020.

13


(5)

Includes (i) 50,000 shares of common stock underlying an option that were all exercisable as of May 14, 2018 at an exercise price of $20.00 per share, and (ii) 3,3553,356 restricted shares to be released on August 6, 2019.  7, 2020, and (iii) 5,849 performance units to be released on August 31, 2020.

(6)

Includes (i) 2,500 shares of common stock underlying an option held by Mr. Akers at an exercise price of $20.00 per share, which is fully vested and (ii) 3,0512,094 restricted shares to be released on August 7, 2019.6, 2020.

(7)

Includes 3,0512,094 restricted shares to be released on August 7, 2019.6, 2020.

(8)

Includes 1,6102,792 restricted shares to be released on August 7, 2019.6, 2020.

(9)

Include 4,068Includes 229 restricted shares to be released on August 7, 2019.6, 2020.

(10)

Includes (i) 300,000 shares of common stock underlying an option that were all exercisable as of June 10, 2018 at an exercise price of $20.00 per share, (ii) 12,500 restricted stock unit that vested on August 17, 2018, with 37,500 additional shares subject to vesting in three equal installments, (iii) 12,985 shares of common stock at an exercise price of $13.25 per share, and (iv) 1,809 shares of common stock held by certain of Mr. Pescatore’s children.

(11)

Incudes shares owned by and granted to our current and active executive officers and directors.  Excludes shares reported in item 10 above for Mr. Pescatore, our Former Chief Executive Officer.

(12)(11)

Includes shares of common stock held by Cerberus Institutional Partners V, L.P., Cerberus International II Master Fund, L.P., Cerberus Partners II, L.P. and Cerberus Institutional Partners VI, L.P. We have been informed by the stockholder that Stephen Feinberg, through one or more intermediaries, exercises sole voting and dispositive power over the shares held by Cerberus Institutional Partners V, L.P., Cerberus International II Master Fund, L.P., Cerberus Partners II, L.P and Cerberus Institutional Partners VI, L.P. The address for Cerberus Capital Management, L.P. is 875 Third Avenue, New York, New York 10022.

(13)

Includes 1,282,1242,340,538 shares of common stock held by Owl Creek Overseas Master Fund, Ltd., 653,6411,191,089 shares of common stock held by Owl Creek II, L.P. 186,640, 790,050 shares of common stock held by Owl Creek SRI MasterSpecial Situations Fund, Ltd.L.P., 433,303582,207 shares of common stock held by Owl Creek Credit Opportunities Master Fund, L.P., 186,640 shares of common stock held by Owl Creek SRI Master Fund, Ltd. and 91,965160,491 shares of common stock held by Owl Creek I, L.P., each of which are controlled by Owl Creek Advisors, LLC. Owl Creek Advisors, LLC, is the general partner of each of Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Master Fund, Ltd., Owl Creek SRI Master Fund, Ltd., and Owl Creek Credit Opportunities Master Fund, L.P. Owl Creek Asset Management, L.P. is the investment manager with respect to the shares of common stock held by each of Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Master Fund, Ltd., Owl Creek SRI Master Fund, Ltd., and Owl Creek Credit Opportunities Master Fund, L.P. Jeffrey A. Altman is the managing member of the general partner of Owl Creek Asset Management, L.P. and is the managing member of Owl Creek Advisors, LLC. We have been informed by the stockholder that Jeffrey A. Altman, Owl Creek Asset Management, L.P. and Owl Creek Advisors, LLC each disclaim any direct ownership of the shares held by the stockholders. The address for Owl Creek Asset Management, L.P. is 640 Fifth Avenue, 20th Floor, New York, NY 10019.

(14)(12)

PIMCO BRAVO Fund II, L.P.Includes shares of common stock held by Lomas Capital Management LLC (“Lomas Capital”) and Daniel Lascano.  Lomas Capital is a registered investment adviser to certain affiliated funds or investment advisory clients that directly hold the shares of our common stock for the benefit of those investors.  Lomas Capital may be deemed to share beneficial ownership with such reporting persons. Mr. Lascano is the sole memberChief Investment Officer of Lomas Capital. The address for Lomas Capital Management, LLC is650 Madison Avenue, 15th Floor, New York, NY 10022.

(13)

FIE II LLC. PIMCO GP XII, LLC, is the sole general partnera private fund of PIMCO BRAVO Fund II, L.P.which Pacific Investment Management Company LLC, (“PIMCO”), is the sole managerinvestment adviser and holds such securities of PIMCO GP XII, LLC and has ultimate voting and investment control over the shares held bybenefit of its investors.  FIE II LLC but disclaims beneficial ownership exceptholds these securities in its investment advisory account managed by PIMCO and has the right to receive or the extentpower direct the receipt of its pecuniary interest therein. PIMCO is an indirect subsidiarydividends from, or the proceeds from the sale of Allianz SE, which is a publicly held company in Germany.the securities. The address for FIE II LLCPIMCO is 650 Newport Center Drive, Newport Beach, California 92660.

17


(15)

TSSP Sub-Fund HoldCo LLC, is the sole member of TOP III SPV GP, LLC, a Delaware limited liability company, which is the manager of PBB Investments I, LLC, a Delaware limited liability company, which directly holds 1,323,415 shares of our common stock. Because of TSSP Sub-Fund HoldCo’s relationship to the PBB Investments I, LLC, TSSP Sub-Fund HoldCo may be deemed to beneficially own the shares.  TSSP Sub-Fund HoldCo is managed by its board of directors, whose members are David Bonderman, James G. Coulter and Alan Waxman. Messrs. Bonderman, Coulter and Waxman disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.  The address for TSSP Sub-Fund HoldCo is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(16)(14)

Includes shares of common stock held by Great American Insurance Company and Great American Life Insurance Company. Each of Great American Life Insurance Company and Great American Insurance Company is a wholly owned subsidiary of American Financial Group, Inc.  The board of directors of American Financial Group, Inc. consists of Carl H. Linder III, S. Craig Linder, Kenneth C. Ambrecht, John B. Berding, Joseph E. Consolino, Virginia C. Drosos, James E. Evans, Terry S. Jacobs, Mary Beth Martin, Gregory G. Joseph, William W. Verity and John Von Lehman who exercise voting and investment control over the shares held by the stockholder. The address for Great American is 301 East 4th Street, Cincinnati, Ohio 45202.

Changes in Control: We are not aware of any, nor are we a party to, arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of us.control.

Section 16(a) Beneficial Ownership Reporting Compliance:Compliance.  Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such persons. Based solely on a review of copies of reports provided to us pursuant to Rule 16a-3(e) of the Exchange Act and representations of such reporting persons, we believe that during Fiscal 2019,2020, such SEC filing requirements were satisfied.satisfied and timely.  

18


EQUITY COMPENSATION PLAN INFORMATION

The Company awards stock options and restricted stock units to its employees meeting certain eligibility requirements under plans approved by its stockholders in 2004, 2010 and 2014, referred to as the “2004 stock option plan,” “2010 stock option plan,” and “2014 stock option plan”, respectively. The following table summarizes our compensation plans under which our equity securities are authorized for issuance as of March 31, 2019:2020:



 

 

 

 

 

 

 

 



 

Number of Shares to be Issued Upon Exercise of Outstanding Stock Options (1)

 

 

Weighted-Average Exercise Price of Outstanding Stock Options

 

Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans
  approved by security holders

 

2,103,579 

 

 

$

23.83 

 

974,610 

Equity compensation plans
  not approved by security holders

 

 —

 

 

 

 —

 

 —



 

 

 



Number of Shares to be Issued Upon Exercise of Outstanding Stock Options (1)

Weighted-Average Exercise Price of Outstanding Stock Options

Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans
approved by security holders

1,889,633

$24.58

1,187,260

Equity compensation plans
not approved by security holders



(1)

Does not include 388,350(1) Does not include 490,979 restricted stock units.

1914

 


 

 

EXECUTIVE COMPENSATION COMPENSATION

The following tables summarize information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our named executive officers during Fiscal 20192020 (the fiscal year ended March 31, 2019)2020).  Our named executive officers for Fiscal 20192020 include:



·

Morgan E. O’Brien, Chief Executive Officer

·

Robert H. Schwartz, President and Chief Operating Officer

·

Timothy A. Gray, Chief Financial Officer.Officer

In accordance with the SEC’s rules, we are also including our former Chief Executive Officer, John C. Pescatore, as a named executive officer for Fiscal 2019.   In April 2018, our Board of Directors approved a Chief Executive Officer transition plan, under which Mr. Pescatore, our then-serving Chief Executive Officer and President, transitioned to the position of Vice Chairman and Mr. O’Brien, our then-serving Vice Chairman, assumed the position as our new Chief Executive Officer, effective as of April 23, 2018.  In May 2018, our Board of Directors appointed Mr. Schwartz to serve as our President and Chief Operating Officer.

As an emerging growth company and smaller reporting company, we have elected to adopt the reduced compensation disclosure requirements permitted under rules and regulations of the SEC.   As a result, we are permitted and will rely on exemptions from certain disclosure requirements.  Nevertheless, ourOur Board and Compensation Committee each believebelieves that adopting appropriate and sound compensation programs and practices areis fundamental to the overall success of our business and aligning the interests of our executives with the interests of our stockholders. The remainder of thisThis section provides information, in accordance with the reduced compensation disclosures required by a smaller reporting company, about our Company and our compensation practices and programs.

Overview

We are a wireless communications company focused on developing and commercializing our spectrum assets to enable our targeted utility and critical infrastructure and enterprise customers to deploy private broadband networks, technologies and solutions. We are the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico. On average, we hold approximately 60% of channels in the 900 MHz band in the top 20 metropolitan market areas in the United States.  We are currently pursuing a regulatory proceeding atMay 13, 2020, the Federal Communications Commission (“FCC”) that seeksapproved a Report and Order (the “Report and Order”) to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions. We are now engaged in qualifying for and securing broadband licenses from the FCC, with a focus on pursuing licenses in those counties in which we believe we have near-term commercial opportunities. At the same time, our sales and marketing organization is pursuing opportunities to lease the broadband licenses we are pursuing business opportunities withsecure to our targeted utility and critical infrastructure and enterprise customers to build awareness and demand for our spectrum assets, assuming we achieve a favorable result with our FCC initiatives.customers.

Our Board of Directors has established a Compensation Committee comprised of a minimum of three independent directors in accordance withfollowing the rules and regulations established by the SEC and the Nasdaq Stock Market.  Our Board has delegated to the Compensation Committee the authority to establish our executive compensation program and to approve all compensation received by our Section 16 and other executive officers and the other members of its management team.officers.  The Compensation Committee retained Pearl Meyer, as its independent compensation consultant, to assist it in evaluating our executive compensation program and practices.

Executive Compensation Program.  As noted earlier in the executive summary, our Compensation Committee has established an executive compensation program consisting of: (i) an annual base salary, (ii) an annual performance-based cash bonus program and (iii) a long-term equity award consisting of a time-based restricted stock unit award.and performance-based equity awards.  In establishing this program, the Compensation Committee focused on designing a program that would attract, retain, and incentivize executives, motivate them to achieve our key financial, operational, and strategic goals, and reward them for superior performance.  The Compensation Committee also focused on ensuring that our executive compensation program aligns our executive officers’ and key employee’semployees’ interests with those of our stockholders by basing a significant portion of their compensation on the achievement of corporate and individual performance goals approved by the Compensation Committee.

Determination of Executive Compensation. The Compensation Committee did not target compensation to a particular percentile for our executive officers in Fiscal 2019.2020. The Compensation Committee did consider the Company’s net operating losses and the benefits to the Company and its stockholders of conservingmanaging the Company’s cash resources and extending its operating runway.  Based on these factors, the Compensation Committee determined to generally offer our executives at or below median annualin setting base salaries and total target cash compensation and median long-term equity incentives.annual bonus targets. 

In setting executive compensation, the Compensation Committee considered benchmark data from the peer group it established, reflecting relevant publicly available market data provided in the compensation reports developed by Pearl Meyer. The Compensation Committee also considered the compensation recommendations of our then-serving Executive Chairman (other than with respect to determining his own compensation), as well as the Company’s overall performance, each executive officer’s responsibilities and individual performance, and the

20


Company’s financial status and operating runway for each individual executive. In addition, the Committee considered the benefits of maintaining pay parity among our executive officers. 

Base Salary:. The base salaries of our executive officers depend on their job responsibilities, the rate of compensation paid by our peer group of companies, the pay offered to the Company’s other executive officers, and the Company’s financial position and business performance.  To help conserve the Company’s cash resources, theThe Compensation Committee set the base salaries for our executive officers for Fiscal 20192020 at or below the median of the Company’s peer group companies.

Performance-Based Cash Bonus Awards:. As part of our compensation program, our executive officers and other key employees are eligible to participate in a performance-based cash bonus award program.program, which may be paid in cash and/or shares of common stock. The Compensation Committee determines the annual performance-based cash bonus awards based on the executive’s individual performance and the Company’s actual performance compared to thefinancial and corporate goals approved by the Compensation Committee. For our Fiscal year ended March 31, 2018 (“Fiscal 2018”),2020, the Compensation Committee set the annual target bonuses for our Chief Executive Officer at 75% of his base salary, and for our President and Chief Operating Officer at 60% of his base salary and our Chief Financial Officer at 60% of histheir base salary.salaries. The Compensation Committee also determined that 40% of the annual performance-based cash incentive award for each of our executives would be based on corporatefinancial performance goals (Adjusted EBITDA and Cash Balance as compared to the budget approved by the Board), and the other 60% would be based on their individual performance. the Company’s and the individual’s performance as determined by the Board.

15


Our Compensation Committee expected that the objectives it set for the financial performance goals (Adjusted EBITDA and Cash Balance as compared to the budget approved by the Board) and the corporate performance goals at the target level of performance would be challenging and require effective execution by the Company’s management team.

For Fiscal 2019,2020, our Compensation Committee established the following weighting for our two corporatefinancial performance goals and for the corporate and individual performance objective:objectives: 







 

Performance Goal

Executive Officers

Adjusted EBITDA Target(i)

20%

Cash Balance

20%

Corporate and Individual Executive Performance

60%



(i)

The Company defines Adjusted EBITDA as net income (loss) with adjustments for depreciation and amortization, interest (income) expense-net, other (income) expense-net, restructuring expenses, impairment of long-lived assets, income taxes and stock-based compensation.compensation and items related to the dispatch legacy business.





 

 

 

The table below reconciles Adjusted EBITDA to the Company's GAAP disclosure of net loss in (000's):

 

 

 



 

 

 



 

For the year ended



 

March 31, 20192020

Adjusted EBITDA:

 

 

 

Net Loss

 

$

(41,993)(37,638)

Income tax expense

 

 

6852,402 

Interest (income) expense - net

 

 

(1,462)(1,810)

Other (income) expense - net

 

 

28(346)

Loss on equity method investment

9 

Depreciation and amortization

 

 

2,8463,591 

Stock-based compensation expense

 

 

10,3015,826 

Restructuring costs

 

 

5,081236 

Impairment of long-lived assets

 

 

78246 

Revenue related to legacy dispatch business

(358)

Direct cost of revenue expenses related to legacy dispatch business

2,489 

General and administrative expenses related to legacy dispatch business

619 

Sales and support expenses related to legacy dispatch business

258 

General and administrative expense related to retuning activities

297 

Adjusted EBITDA

 

$

(23,732)(24,379)

Our Compensation Committee expected that the objectives it set as the corporate performance goals at the target level of performance would be challenging and require effective execution by the Company’s management team.

For Fiscal 2019,2020, the Compensation Committee evaluated the Company’s performance relative to each of these corporate performance goals. The following table shows the Company’s and each executive’s individual performance achievement as well as the total annual cash performance bonus payout.







 

 

 

 

 

 

 

 

 

 

 

 

 



 

Corporate Performance Achievement
(40% Weighting)

 

 

 

 

 

 

 

Executives

 

Adjusted EBITDA

 

Cash Balance

 

Total Actual Payout

 

Individual and Corporate Performance Achievement
(60% Weighting)

 

Total Payout
(% of Target)

 

Total Payout ($)

Morgan E. O'Brien, CEO(1)

 

20.0%

 

20.0%

 

40.0%

 

48.9%

 

88.9% 

 

$

233,250 

Robert H. Schwartz,

President and COO (1)

 

20.0%

 

20.0%

 

40.0%

 

74.3%

 

114.3% 

 

$

233,250 

Timothy A. Gray, CFO

 

20.0%

 

20.0%

 

40.0%

 

60.0%

 

100.0% 

 

$

180,000 



(1) Per the Company’s Succession Plan, on July 1, 2020, Morgan E. O’Brien, the Company’s then-serving Chief Executive Officer assumed the position of Executive Chairman, following the resignation of Brian D. McAuley from that role, and Robert H. Schwartz was appointed as President & Chief Executive Officer.

Long-Term Equity Awards.

In Fiscal 2020, the Compensation Committee granted time-based performance-based equity awards to all named executive officers. The time-based equity awards were granted in the form of restricted stock units that vest over a four-year period, with 25% of the shares vesting each year over the four-year period.  The Compensation Committee also awarded our named executive officers performance-based restricted stock units and/or performance-based stock options awards.  Each of the performance-based awards had “target” and “stretch”

2116

 


 

 



 

Corporate Performance Achievement
(40% Weighting)

 

 

 

 

 

 

 

Executives

 

Adjusted EBITDA

 

Cash Balance

 

Total Actual Payout

 

Individual Performance Achievement
(60% Weighting)

 

Total Payout
(% of Target)

 

Total Payout ($)

Morgan E. O'Brien, CEO

 

18.4%

 

20.0%

 

38.4%

 

61.6%

 

100.0% 

 

$

251,250 

Robert H. Schwartz,
President and COO

 

18.4%

 

20.0%

 

38.4%

 

74.3%

 

112.7% 

 

$

230,000 

Timothy A. Gray, CFO

 

18.4%

 

20.0%

 

38.4%

 

61.6%

 

100.0% 

 

$

180,000 

performance goals.  Under the target goal, 50% of the shares subject to the performance-based awards vest upon achievement by December 31, 2020, of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications use and the lack of objection by the Anterix Board to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity awards vest upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have been received.



Long-Term Equity Awards:  

For Fiscal 2019, the Compensation Committee granted time-based restricted stock unit awards to all named executive officers, except for Mr. Schwartz.  The time-based restricted stock unit awards vest in four equal annual installments over a four-year period measured from the grant date.  Mr. Schwartz received an incentive stock option at the time of his promotion to President and Chief Operating Officer in May 2018.  The incentive stock option issued to Mr. Schwartz vests 50% upon the second annual anniversary of the grant date and 25% on each subsequent annual anniversary of the grant date over the following two years.

The Compensation Committee will re-evaluate its long-term equity grant practice and use of equity instruments with its compensation consultant for the coming year to ensure practices remain appropriately aligned with the strategyCompany’s business and strategies.

Stock Ownership Guidelines.All our executive officers are subject to stock ownership guidelines approved by the Board. Our Chief Executive Officer is required to beneficially own shares of the business.Company’s common stock with a value equal to five times (5x) his base salary. All other executive officers are required to beneficially own

22shares with a value equal to three times (3x) their base salary. Our executives have five (5) years to achieve their respective stock ownership guideline levels. As of the end of Fiscal 2020, each of our executive officers who had been with the Company for more than one year is in compliance with the stock ownership guidelines.  




Summary CompensationCompensation Table 

The following table summarizes information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our named executive officers during Fiscal 20192020 and Fiscal 2018.2019. The compensation described in this table does not include medical, group life insurance, or other benefits which are available generally to all of our salaried employees. 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Incentive Plan

 

All Other

 

 

 



 

 

 

 

Salary

 

 

Bonus (2)

 

 

Awards (3)

 

 

Awards (3)

 

 

Compensation

 

Compensation

 

 

Total

Name and Principal Position

 

 

Year

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

($)

 

 

($)

Morgan E. O’Brien

 

 

2019

 

324,391 

 

 

170,000 

 

 

625,025 

(4)

 

 —

 

 

 —

 

 —

  

 

1,119,416 

Chief Executive

 

 

2018

  

325,000 

 

 

163,922 

  

 

 —

 

 

553,623 

(5)

 

 —

 

 —

  

 

1,042,545 

Officer (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert H. Schwartz

 

 

2019

  

323,784 

 

 

150,001 

 

 

 —

 

 

2,820,000 

(6)

 

 —

 

 —

  

 

3,293,785 

President and Chief

 

 

2018

  

255,625 

 

 

117,250 

 

 

225,000 

(7)

 

248,580 

(8)

 

 —

 

 —

  

 

846,455 

Operating Officer (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy A. Gray

 

 

2019

 

276,522 

 

 

110,000 

 

 

400,005 

(9)

 

 —

 

 

 —

 

 —

 

 

786,527 

Chief Financial Officer

 

 

2018

 

255,625 

 

 

107,250 

 

 

199,995 

(10)

 

 —

 

 

 —

 

 —

 

 

562,870 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. Pescatore,

 

 

2019

  

400,010 

 

 

260,000 

 

 

863,780 

(11)

 

2,216,442 

(12)

 

 —

 

575,559 

(13)

 

4,315,791 

Former Chief 

 

 

2018

  

400,000 

 

 

269,001 

 

 

550,000 

(14)

 

621,449 

(15)

 

 —

 

19,665 

 

 

1,860,115 

Executive Officer(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Incentive Plan

 

All Other

 

 

 



 

 

 

 

Salary

 

 

Bonus (1)

 

 

Awards (2)

 

 

Awards (2)

 

 

Compensation

 

Compensation

 

 

Total

Name and Principal Position

 

 

Year

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

($)

 

 

($)

Morgan E. O’Brien(11)

 

 

2020

 

356,539 

 

 

251,250 

 

 

700,000 

(3)

 

 —

(4)

 

 —

 

 —

  

 

1,307,789 

Chief Executive  Officer

 

 

2019

  

324,391 

 

 

170,000 

 

 

625,025 

(5)

 

 —

 

 

 —

 

 —

  

 

1,119,416 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert H. Schwartz(11)

 

 

2020

  

349,154 

 

 

230,000 

 

 

680,000 

(6)

 

 —

(7)

 

 —

 

 —

  

 

1,259,154 

President and Chief

 

 

2019

  

323,784 

 

 

150,001 

 

 

 —

 

 

1,305,511 

(8)

 

 —

 

 —

  

 

1,779,296 

Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy A. Gray

 

 

2020

 

308,077 

 

 

180,000 

 

 

600,000 

(9)

 

 —

 

 

 —

 

 —

 

 

1,088,077 

Chief Financial Officer

 

 

2019

 

276,522 

 

 

110,000 

 

 

400,005 

(10)

 

 —

 

 

 —

 

 —

 

 

786,527 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(1)

In April 2018, the Company announced a shift in its focus and resources in order to pursue the regulatory initiatives at the FCC and prepare for the future deployment of broadband and other advanced technologies and services.  In light of this shift in focus, the board of directors also approved a Chief Executive Officer transition plan, under which, John Pescatore, the Company’s Chief Executive Officer and President, transitioned to the position of Vice Chairman and Morgan O’Brien, the Company’s then-serving Vice Chairman, assumed the position as the Company’s Chief Executive Officer.  In connection with the transition, the Company and Mr. Pescatore entered into a Continued Service, Consulting and Transition Agreement and a separate Consulting Agreement (the “CEO Transition Agreements”).  Under the CEO Transition Agreements, effective April 23, 2018, Mr. Pescatore transitioned to service as Vice Chairman and continued serving as an employee of the Company through September 30, 2018 to help with the transition, (the “Transition Period”). In May 2018, our Board of Directors appointed Mr. Schwartz to serve as our President and Chief Operating Officer.

(2)

The amounts shown reflect payments pursuant to the Company’sCompany's annual performance-based cash incentivebonus program. Under this program, the Company’sCompany's executive officers are eligible to receive an annual cash bonus based on a percentage of their base salaries contingent upon their achievement of certain  pre-established corporate and individual performance goals approved and evaluated by the Compensation Committee.

(3)(2)

TheseThe amounts represent the grantgran date fair value of equity-based stock awards granted by the Company during the periods presented, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see “Note 13 –"Note 12 - Stock Acquisition Rights, Stock Options and Warrants”Warrants" of our notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2019,2020, filed with the SEC on May 20, 2019.28, 2020.

(4)(3)

Represents the grant of 20,97417,500 time-based restricted stock units granted on August 6, 2018 and vesting over a four-year period measured from the grant date. 

(5)

Represents a grant of a 54,945 stock options (in lieu of time-based restricted units) granted on May 22, 2017, with an exercise price equal to the closing market price of the Company’s common stock on the grant date9, 2019 and vesting over a four-year period measured from the grant date. Amount does not include an award of 54,94552,018 performance-based restricted stock options alsounits granted on May 22, 2017,February 28, 2020 with an exercise price equal to the closing market price of the Company’s common stock on that date, witha performance criteria that were considered not probable to be met as of March 31, 2019.  If the performance criteria were achieved, the grant date fair value of the performance-based stock option award would have been $553,623. 

23


(6)

Represents a grant of a 100,000 stock options (in lieu of time-based restricted units) granted on May 14, 2018 in connection with his appointment as the Company’s president and chief operating officer, with an exercise price equal to the closing market price of the Company’s common stock on the grant date and vesting 50% on May 14, 2020 and 25% each on May 14, 2021 and May 14, 2022.  

(7)

Represents the grant of 9,890 time-based restricted stock units granted on May 22, 2017 and vesting over a four-year period measured from the grant date.  Amount does not include the grant of 9,890 performance-based restricted stock units with performance criteria that were considered not probably to be met as of March 31, 2019.2020. If the performance criteria were achieved, the grant date fair value of the performance-based restricted stock units would have been $225,000.$2,437,044.

(8)(4)

Represents a grant of a 20,000 stock options granted on August 17, 2017, with an exercise price equal to the closing market price of the Company's common stock on the grant date and vesting over a four-year period measured from the grant date.  Amount does not include an award of 25,000 performance-based52,927 performance based stock options also granted on August 17, 2017,February 28, 2020 with an exercise price equal to the closing market price of the Company's common stock on that date, with performance criteria that were considered not probableprobably to be met as of March 31, 2019.2020. If the performance criteria arewere achieved, the grant date fair value of the performance-based stock option award would have been $248,580. $893,460. 

(9)(5)

Represents the grant of 13,42320,974 time-based restricted stock units granted on August 6, 2018 and vesting over a four-year period measured from the grant date.

17


(10)(6)

Represents a grant of 8,791 restricted stock units granted on May 22, 2017, vesting over a four-year period measured from the grant date.  Amount does not include an award of 8,791 performance-based restricted stock units also granted on May 22, 2017, with performance criteria that were considered not probable to be met as of March 31, 2018.  If the performance criteria were achieved, the grant date fair value of the performance-based restricted stock units would have been $199,995. 

(11)

As a result of CEO Transition Agreements, the Company determined that 325,485 stock options to purchase shares of common stock should be accounted for as a Type I modification (which does not change the expectation that the award will ultimately vest resulting from an increase in the term to exercise the options).  Also, 37,500 stock options to purchase shares of common stock should be accounted for as a Type III modification (the award was not probable to vest prior to the modification but is probable of vesting under the modified condition).

(12)

As a result of the CEO Transition Agreements, the Company determined that 27,819 of restricted stock units should be accounted for as a Type III modification (the award was not probable to vest prior to the modification but is probable of vesting under the modified condition).

(13)

Represents consulting payments of $400,000 under the CEO Transition Agreements as well as approximately $36,000 for the continuation of health benefits and life insurance.  In addition, the CEO Transition Agreements required Mr. Pescatore to comply with restrictions and covenants in favor of the Company, including confidentiality, non-compete and non-solicitation provisions. Mr. Pescatore was responsible for complying with the Company’s policies applicable to employees and consultants, and Mr. Pescatore and the Company agreed to mutual non-disparagement provisions. The Company paid Mr. Pescatore $140,000 following the end of the Transition Period for his delivery of a Mutual Bring-Down Release in favor of the Company covering the Transition Period.  Pursuant to the CEO Transition Agreements, Mr. Pescatore also received payment of salary as for vice chairman during the Transition Period in the amount of $15,385 per week and the payment of his bonus under the Company’s short-term incentive plan for his prior services to the Company during Fiscal 2018.

(14)

Represents the grant of 24,17617,000 time-based restricted stock units granted on May 22, 2017 and vesting over a four-year period measured from the grant date.  Amount does not include the grant of 24,176 performance-based restricted stock units with performance criteria that were considered not probably to be met as of March 31, 2019.  If the performance criteria are achieved, the grant date fair value of the performance-based restricted stock units would have been $550,000.

(15)

Represents the grant of a 50,000 stock options (in lieu of time-based restricted units) granted on August 17, 2017, with an exercise price equal to the closing market price of our common stock on the grant date,9, 2019 and vesting over a four-year period measured from the grant date. Amount does not include an award of 50,00020,255 performance-based restricted stock option awards alsounits granted on August 17, 2017,February 28, 2020 with a performance criteria that were considered not probable to be met as  March 31, 2020. If the performance criteria were achieved, the grand date fair value of the performance-based restricted stock units would have been $948,947.

(7)

Amount does not include an award of 14,635 performance based stock options granted on February 28, 2020 with an exercise price equal to the closing market price of the Company's common stock on that date, with performance criteria that were considered not probableprobably to be met as of March 31, 2019.2020. If the performance criteria were achieved, the grant date fair value of the performance-based stock option award would have been $621,449.$247,053.

(8)

Represents the grant of a stock option for 100,000 shares (in lieu of time-based restricted units) granted on May 14, 2018 in connection with his appointment as the Company's president and chief operating officer, with an exercise price equal to the closing market price of the Company's common stock on the grant date and vesting 50% on May 14, 2020 and 25% each on May 14, 2021 and May 14, 2022.

(9)

Represents the grant of 15,000 time-based restricted stock units granted on May 9, 2019 and vesting over a four-year period measured from the grant date. Amount does not include an award of 11,697 performance-based restricted stock units granted on February 28, 2020 with a performance criteria that were considered not probable to be met as of March 31, 2020. If the performance criteria were achieved, the grand date fair value of the performance-based restricted stock units would have been $548,004.

(10)

Represents the grant of 13,423 time-based restricted stock units granted on August 6, 2018 vesting over a four-year period measured from the grant date.

(11)

Per the Company’s Succession Plan, on July 1, 2020, Morgan E. O’Brien, the Company’s then-serving Chief Executive Officer assumed the position of Executive Chairman, following the resignation of Brian D. McAuley from that role, and Robert H. Schwartz was appointed as President & Chief Executive Officer.

24




Narrative to the Summary Compensation Table

The compensation program established for our executive officers consisted of the following elements for Fiscal 20192020 and Fiscal 2018:2019:

Morgan E. O’Brien, Chief Executive OfficerOfficer::  The salary and bonus amounts represent Mr. O’Brien’s annual base salary and annual cash bonus payment pursuant to our executive compensation program established by the Compensation Committee.  Based on his achievement of certain pre-established corporate and individual performance goals approved and evaluated by the Compensation Committee, Mr. O’Brien received an annual cash bonus award equal to 100% of his target bonus for Fiscal 2019.2020.  During Fiscal 2019,2020 Mr. O’Brien received 20,97417,500 time-based restricted stock units on August 6, 2018.May 9, 2019. The restricted stock units vest over a four-year period, with 25% of the restricted stock units vesting on the one yearone-year anniversary of the grant date and the remainder of the restricted stock units vesting in three equal annual installments thereafter. During Fiscal 2018,2020, Mr. O’Brien was grantedreceived a performance-based restricted stock optionunit award to purchase 54,945for 52,018 shares of our common stock with an exercise price equal to $22.75 per share.  25% of the option shares vested on May 22, 2018, and the remainder of the option shares will vest in three equal annual installments thereafter.  In addition, Mr. O’Brien was granted a performance-based stock option to purchase 54,945award for 52,927 shares of our common stock with an exercise price equal to $22.75 per share.  The option shares will vest in full upon attainmentstock.  Each of these performance-based awards has “target” and “stretch” performance goals.  Under the target goal, 50% of the performance goal establishedshares subject to the performance-based awards vest upon achievement by the Compensation Committee.  The performance goal requires us to receive prior to January 13, 2020: (i)December 31, 2020 of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (ii) the lack of objection by ourthe Anterix Board of Directors to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity awards vest upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have been received. During Fiscal 2019, Mr. O’Brien received 20,974 time-based restricted stock units on August 6, 2018.  The restricted stock units vest over a four-year period, with 25% of the restricted stock units vesting on the one-year anniversary of the grant date and the remainder of the restricted stock units vesting in three equal annual installments thereafter. 



Robert H. Schwartz, President and Chief Operating OfficerPresident::  The salary and bonus amounts represent Mr. Schwartz’s annual base salary and annual cash bonus payment pursuant to our executive compensation program established by the Compensation Committee.  Based on his achievement of certain pre-established corporate and individual performance goals approved and evaluated by the Compensation Committee, Mr. Schwartz received an annual cash bonus award equal to 112.7% of his target bonus for Fiscal 2019.2020.   During Fiscal 2019,2020 Mr. Schwartz was granted areceived 17,000 time-based restricted stock option to purchase 100,000 shares of our common stock with an exercise price of $28.20.  50% of the option shares will vestunits on May 14, 2020,9, 2019. The restricted stock units vest over a four-year period, with 25% of the option shares will vest on May 14, 2021 and the remaining 25% will vest on May 14, 2022.  During Fiscal 2018, Mr. Schwartz received 9,890 restricted stock units that will vest over four years, with 25% that vestedvesting on May 22, 2018,the one-year anniversary of the grant date and the remainder of the restricted stock units vesting in three equal annual installments thereafter. During Fiscal 2020, Mr. Schwartz received 9,890a performance-based restricted stock unit award for 20,255 shares of common stock and a performance-based stock units.  Theoption award for 14,635 shares of common stock.  Each of these performance-based stock units will vest in full upon attainmentawards has “target” and “stretch” performance goals.  Under the target goal, 50% of the performance goal establishedshares subject to the performance-based awards vest upon achievement by the Compensation Committee.  The performance goal requires us to receive prior to January 13, 2020: (i)December 31, 2020 of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (ii) the lack of objection by ourthe Anterix Board of Directors to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or

18


referenced in the Final Order.  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity awards vest upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have been received. During Fiscal 2018,2019, Mr. Schwartz was also granted a time-based stock option award to purchase 20,000100,000 shares of our common stock with an exercise price equal to $28.10 per share.  25%of $28.20.  Fifty percent of the option shares that vested on August 17, 2018, and the remainderMay 14, 2020, 25% of the option shares will vest in three equal annual installments thereafter.  In addition, Mr. Schwartz was granted a performance-based stock option to purchase 25,000 shares of our common stock with an exercise price equal to $28.10 per share.  The option shareson May 14, 2021 and the remaining 25% will vest in full upon attainment of the performance goal established by the Compensation Committee.  The performance goal requires us to receive prior to January 13, 2020: (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (ii) the lack of objection by our Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.on May 14, 2022.

Timothy A. Gray, Chief Financial Officer.The salary and bonus amounts represent Mr. Gray’s annual base salary and annual cash bonus payment pursuant to our executive compensation program established by the Compensation Committee.  Based on his achievement of certain pre-established corporate and individual performance goals approved and evaluated by the Compensation Committee, Mr. Gray received an annual cash bonus award equal to 100% of his target bonus for Fiscal 2019.2020.  During Fiscal 2019,2020 Mr. Gray received 13,42315,000 time-based restricted stock units on August 6, 2018.May 9, 2019. The restricted stock units vest over a four-year period, with 25% of the restricted stock units vesting on the one yearone-year anniversary of the grant date and the remainder of the restricted stock units vesting in three equal annual installments thereafter. During Fiscal 2018,2020, Mr. Gray received 8,791 time-baseda performance-based restricted stock units on May 22, 2017.unit award for 11,697 shares of common stock.  The performance-based restricted stock units vest over a four-year period, with 25%unit award has “target” and “stretch” performance goals.  Under the target goal, 50% of the restricted stock units vesting on the one year anniversary of the grant date and the remainder of the restricted stock units vesting in three equal annual installments thereafter.  During Fiscal 2018, Mr. Gray received 8,791 performance-based stock units.  The performance-based stock units will vest in full upon attainment of the performance goal established by the Compensation Committee.  The performance goal requires us to receive prior to January 13, 2020: (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum,

25


each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (ii) the lack of objection by our Board of Directorsshares subject to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order. 

John C. Pescatore, Vice Chairman:  For Fiscal 2019, Mr. Pescatore’s annual base salary and annual cash bonus was based on the Continued Service, Consulting and Transition Agreement, dated April 23, 2018. The salary and bonus amounts for Fiscal 2018 represent Mr. Pescatore’s annual base salary and annual cash bonus payment pursuant to our executive compensation program establishedperformance-based awards vest upon achievement by the Compensation Committee. Mr. Pescatore’s annual bonus amount was set at 65%December 31, 2020 of his target bonus.  During Fiscal 2018, Mr. Pescatore received 24,176 restricted stock units that vest over four years, with 25% that vested on May 22, 2018, and the remainder of the restricted units vesting in three equal annual installments thereafter.  Mr. Pescatore received 24,176 performance-based stock units.  The performance-based stock units will vest in full upon attainment of the performance goal established by the Compensation Committee.  The performance goal requires us to receive prior to January 13, 2020: (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (ii) the lack of objection by ourthe Anterix Board of Directors to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity awards vest upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have been received.  During Fiscal 2018,2019, Mr. Pescatore was also grantedGray received 13,423 time-based restricted stock units on August 6, 2018.  The restricted stock units vest over a stock option award to purchase 50,000 shares of our common stockfour-year period, with an exercise price equal to $28.10 per share. 25% of the option shares vestedrestricted stock units vesting on August 17, 2018,the one-year anniversary of the grant date and the remainder of the option shares will vestrestricted stock units vesting in three equal annual installments thereafter.  In addition, Mr. Pescatore was granted a performance-based stock option to purchase 50,000 shares of our common stock with an exercise price equal to $28.10 per share.  The option shares will vest in full upon attainment of the performance goal established by the Compensation Committee.  The performance goal requires us to receive prior to January 13, 2020: (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (ii) the lack of objection by our Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.  

2619

 


 

 

Outstanding Equity Awards at FisFiscal Year-End cal Year End 

The following table sets forth information regarding outstanding equity awards held by our named executive officers aton March 31, 2019.

2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

Stock Awards

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

Stock Awards

 

 

 

Number of Securities

 

Number of Securities

 

 

 

 

 

 

 

 

 

 

Market Value

 

Number of Securities

 

Number of Securities

 

 

 

 

 

 

 

 

 

 

Market Value

 

Underlying

 

Underlying

 

 

 

 

 

 

 

Number of

 

 

of Shares or

 

Underlying

 

Underlying

 

 

 

 

 

 

 

Number of

 

 

of Shares or

 

Unexercised

 

Unexercised

 

 

 

Option

 

Option

 

Shares That

 

 

Units of Stock

 

Unexercised

 

Unexercised

 

 

 

Option

 

Option

 

Shares That

 

 

Units of Stock

 

Options

 

Options (#)

 

 

 

Exercise

 

Expiration

 

Have Not

 

 

That Have Not

 

Options

 

Options (#)

 

 

 

Exercise

 

Expiration

 

Have Not

 

 

That Have Not

Name

 

(#) Exercisable

 

Unexercisable

 

 

 

Price

 

Date

 

Vested

 

 

Vested (1)

 

(#) Exercisable

 

Unexercisable

 

 

 

Price

 

Date

 

Vested

 

 

Vested (1)

Morgan E. O’Brien

 

��—

 

 —

 

 

 

 —

 

 —

 

20,974 

(18)

$

737,446 

 

 —

 

 —

 

 

 

 —

 

 —

 

52,018 

(2)

$

2,375,662 

 

 —

 

 —

 

 

 

 —

 

 —

 

17,500 

(3)

 

799,225 

 

13,736 

(2)

41,209 

(2)

 

$

22.75 

  

5/22/2027

 

 —

 

 

 —

 

 —

 

 —

 

 

 

 —

 

 —

 

15,731 

(4)

 

718,435 

 

 —

 

54,945 

(3)

 

$

22.75 

 

5/22/2027

 

 —

 

 

 —

 

 —

 

52,927 

(5)

 

$

46.85 

 

8/28/2025

 

 —

 

 

 —

 

 —

  

50,000 

(4)

 

$

25.81 

  

1/13/2026

 

 —

 

 

 —

 

27,472 

(6)

27,473 

(6)

 

$

22.75 

  

5/22/2027

 

 —

 

 

 —

 

37,500 

(5)

12,500 

(5)

 

$

25.81 

 

1/13/2026

 

 —

 

 

 —

 

50,000 

(7)

 —

 

 

$

25.81 

 

1/13/2026

 

 —

 

 

 —

 

65,000 

(6)

 —

 

 

$

25.00 

 

1/29/2025

 

 —

 

 

 —

 

65,000 

(8)

 —

 

 

$

25.00 

 

1/29/2025

 

 —

 

 

 —

 

100,000 

(7)

 —

 

 

$

25.00 

 

1/29/2025

 

 —

 

 

 —

 

100,000 

(9)

 —

 

 

$

25.00 

 

1/29/2025

 

 —

 

 

 —

 

135,000 

(8)

 —

 

 

$

20.00 

 

5/14/2024

 

 —

 

 

 —

 

135,000 

(10)

 —

 

 

$

20.00 

 

5/14/2024

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert H. Schwartz

 

 —

 

100,000 

(17)

 

$

28.20 

 

5/14/2028

 

 —

 

 

 —

 

 —

 

 —

 

 

$

 —

 

 —

 

20,255 

(2)

 

925,046 

 

 —

  

 —

 

 

 

 —

  

 —

 

9,890 

(9)

$

347,732 

 

 —

 

 —

 

 

$

 —

 

 —

 

17,000 

(3)

 

776,390 

 

 —

  

 —

 

 

 

 —

  

 —

 

7,418 

(10)

$

260,817 

 

 —

 

14,635 

(5)

 

$

46.85 

 

8/28/2025

 

 —

 

 

 —

 

 —

 

25,000 

(11)

 

$

28.10 

 

8/17/2027

 

 —

 

 

 —

 

 —

 

100,000 

(11)

 

$

28.20 

 

5/14/2028

 

 —

 

 

 —

 

5,000 

(12)

15,000 

(12)

 

$

28.10 

 

8/17/2027

 

 —

 

 

 —

 

 —

  

 —

 

 

 

 —

  

 —

 

4,945 

(12)

$

225,838 

 

22,500 

(13)

7,500 

(13)

 

$

24.45 

  

2/23/2026

 

 —

 

 

 —

 

10,000 

(13)

10,000 

(13)

 

$

28.10 

 

8/17/2027

 

 —

 

 

 —

 

52,500 

(14)

17,500 

(14)

 

$

26.59 

  

8/11/2025

 

 —

 

 

 —

 

30,000 

(14)

 —

 

 

$

24.45 

  

2/23/2026

 

 —

 

 

 —

 

 —

  

 —

 

 

 

 —

  

 —

 

1,029 

(15)

$

36,180 

 

70,000 

(15)

 —

 

 

$

26.59 

  

8/11/2025

 

 —

 

 

 —

 

 —

  

 —

 

 

 

 —

  

 —

 

5,000 

(16)

$

175,800 

 

 —

  

 —

 

 

 

 —

  

 —

 

515 

(16)

$

23,520 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

  

 —

 

 

 

 —

  

 —

 

2,500 

(17)

$

114,175 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy A. Gray

 

 —

  

 —

 

 

 

 —

  

 —

 

13,423 

(18)

$

471,953 

 

 —

  

 —

 

 

 

 —

  

 —

 

11,697 

(2)

$

534,202 

 

 —

  

 —

 

 

 

 —

  

 —

 

4,396 

(10)

$

154,563 

 

 —

  

 —

 

 

 

 —

  

 —

 

15,000 

(3)

$

685,050 

 

 —

 

 —

 

 

 

 —

  

 —

 

8,791 

(9)

$

309,092 

 

 —

  

 —

 

 

 

 —

  

 —

 

10,068 

(4)

$

459,806 

 

 —

  

 —

 

 

 

 —

  

 —

 

2,422 

(19)

$

85,158 

 

 —

  

 —

 

 

 

 —

  

 —

 

4,396 

(12)

$

200,765 

 

 —

  

 —

 

 

 

 —

  

 —

 

2,906 

(20)

$

102,175 

 

50,000 

(10)

 —

 

 

$

20.00 

 

5/14/2024

 

 —

 

 

 —

 

50,000 

(8)

 —

 

 

$

20.00 

 

5/14/2024

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. Pescatore

 

 —

  

 —

 

 

 

 —

  

 —

 

24,176 

(9)

$

850,028 

 

 —

  

 —

 

 

 

 —

  

 —

 

18,132 

(10)

$

637,521 

 

 —

 

50,000 

(11)

 

$

28.10 

 

8/17/2027

 

 —

 

 

 —

 

12,500 

(12)

37,500 

(12)

 

$

28.10 

 

8/17/2027

 

 —

 

 

 —

 

 —

  

 —

 

 

 

 —

  

 —

 

19,373 

(20)

$

681,155 

 

 —

  

 —

 

 

 

 —

  

 —

 

4,844 

(19)

$

170,315 

 

300,000 

(8)

 —

 

 

$

20.00 

 

5/14/2024

 

 —

 

 

 —

 

12,985 

(21)

 —

 

 

$

13.25 

 

12/17/2020

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(1)

The market value of the stock awards is determined by multiplying the number of shares underlying the stock awards by the closing stock price of our common stock of $35.16$45.67 on March 29, 2019.31, 2020.

(2)

Stock options granted on May 22, 2017 that have vested or will vest as follows:  25% on eachPerformance-based restricted stock units issued of May 22, 2018, May 22, 2019, May 22,February 28, 2020 and May 24, 2021.

27


(3)

Performance-based stock options granted on May 22, 2017 that will vest conditioned upon our receipt priorthe achievement of “target” and “stretch” performance goals by December 31, 2020 and December 30, 2020, respectively. Under the target goal, 50% of the shares subject to January 13,the performance-based award vests upon achievement by December 31, 2020, of : (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses;uses and (ii) the lack of objection by ourthe Anterix Board of Directors to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity award vests upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have been received.

(3)

Restricted stock units granted on May 9, 2019 that will vest as follows:  25% on each of May 15, 2020, May 17, 2021, May 16, 2022, and May 15, 2023.

(4)

The restricted stock units granted on August 6, 2018 that have vested or will vest as follows:  25% on each of August 6, 2019, August 6, 2020, August 6, 2021, and August 6, 2022.

20


(5)

Performance-based stock options grantedissued on January 13, 2016February 28, 2020 that will vest conditioned upon our receipt priorthe achievement of “target” and “stretch” performance goals by December 31, 2020 and December 30, 2020, respectively. Under the target goal, 50% of the shares subject to January 13,the performance-based award vests upon achievement by December 31, 2020, of : (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses;uses and (ii) the lack of objection by ourthe Anterix Board of Directors to the terms and conditions (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.

(5)

Stock options granted  Under the stretch goal, the remaining 50% of the shares subject to the performance-based equity award vests upon the occurrence of all three of the following conditions by December 30, 2020: (A) the Company enters into one or more long-term lease agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (B) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds $25 million; and (C) the agreement(s) is/are binding on January 13, 2016 that such business(es) and is/are either not contingent on prior Board of Director approval(s) or such approval(s) has/have vested or will vest as follows:  25% on each of January 13, 2017, January 16, 2018, January 14, 2019 and January 13, 2020.been received.

(6)

StockThe stock options granted on January 29, 2015, which are fully vested.May 22, 2017 that have vested or will vest as follows:  25% of each of May 22, 2018, May 22, 2019, May 22, 2020, and May 22, 2021.

(7)

StockThe stock options granted on January 29, 2015,13, 2016, which are fully vested.

(8)

StockThe stock options granted on January 29, 2015, which are fully vested.

(9)

The stock options granted on January 29, 2015, which are fully vested.

(10)

The stock options granted on May 14, 2014, which are fully vested.

(9)(11)

Performance-based restrictedThe stock unitsoptions granted on May 22, 201714, 2018 that will vest conditioned upon our receipt prior to January 13,as follows:  50% on May 14, 2020 of: (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum,25% each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses;on May 14, 2021 and (ii) the lack of objection by our Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.May 14, 2022.

(10)(12)

RestrictedThe restricted stock units granted on May 22, 2017 that have vested or will vest as follows:  25% on each of May 22, 2018, May 22, 2019, May 22, 2020, and May 24,22, 2021.

(11)(13)

Performance-basedThe stock options granted on August 17, 2017 that will vest conditioned upon our receipt prior to January 13, 2020 of : (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses; and (ii) the lack of objection by our Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.

(12)

Stock options granted on August 17, 2017 that have vested or will vest as follows:  25% on each of August 17, 2018, August 19,17, 2019, August 17, 2020, and August 17, 2021.

(13)(14)

StockThe stock options granted on February 23, 2016, that have vested or will vest as follows:  25% on each of February 23, 2017, February 23, 2018, February 28, 2019 and February 24, 2020.

(14)

Stock options granted on August 11, 2015 that have vested or will vest as follows:  25% on each of August 11, 2016, August 11, 2017, August 13, 2018 and August 12, 2019.which are fully vested.

(15)

The stock option granted on August 11, 2015, which are fully vested.

(16)

The restricted stock units granted on January 13, 2017 that have vested or will vest as follows:  25% on each of January 16, 2018, January 14, 2019, January 13, 2020 and January 13, 2021.

(16)(17)

The restricted stock units granted on June 27, 2016 that have vested or will vest as follows:  25% on each of June 27, 2017, June 27, 2018, June 27, 2019 and June 29, 2020.

(17)

Stock options granted on May 14, 2018 that will vest as follows:  50% on May 14, 2020 and 25% each on May 14, 2021 and May 13, 2022.

28


(18)

Restricted stock units granted on August 8, 2018 that will vest as follows:  25% on each of August 6, 2019, August 6, 2020, August 6, 2021, and August 5, 2022.

(19)

Restricted stock units granted on January 13, 2016 that have vested or will vest as follows:  25% on each of January 13, 2017, January 16, 2018, January 14, 2019 and January 13, 2020.

(20)

Performance-based restricted stock units granted on January 13, 2016 that will vest conditioned upon our receipt prior to January 13, 2020 of : (i) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses; and (ii) the lack of objection by the Company's Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.

(21)

Stock options granted on December 17, 2010 that are fully vested.



Option Exercises and Stock Vested

The following table sets forth the number of shares acquired, and the value realized upon exercise of stock options, and vesting of stock awards during Fiscal 20192020 by each of our named executive officers.





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

 

Option Awards

 

 

 

Stock Awards

 



 

Number of Shares

 

Value Realized

 

Number of Shares

 

Value Realized



 

Acquired on Exercised

 

on Exercise

 

Acquired on Vesting

 

on Vesting (1)

Name

 

(#)

 

($)

 

(#)

 

($)

Morgan E. O’Brien

 

 —

 

 —

 

 —

 

 —

Robert H. Schwartz

 

 —

  

 —

 

5,487 

 

144,008 

Timothy A. Gray

 

 —

  

 —

 

4,619 

 

149,411 

John C. Pescatore

 

 —

  

 —

 

10,887 

 

340,362 



 

 

  

 

 

 

 

 





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

 

Option Awards

 

 

 

Stock Awards

 



 

Number of Shares

 

Value Realized

 

Number of Shares

 

Value Realized



 

Acquired on Exercised

 

on Exercise

 

Acquired on Vesting

 

on Vesting (1)

Name

 

(#)

 

($)

 

(#)

 

($)

Morgan E. O’Brien

 

 —

 

 —

 

5,243 

 

220,154 

Robert H. Schwartz

 

 —

  

 —

 

5,487 

 

239,689 

Timothy A. Gray

 

 —

  

 —

 

7,975 

 

357,748 



 

 

  

 

 

 

 

 





(1)

The value realized on vesting is determined by multiplying the number of shares that vested during Fiscal 2019,2020, times the closing price of our common stock on Thethe Nasdaq Capital Market on the applicable vesting date.

Pension and NonqualifiedNonqualified Deferred Compensation

21


We do not provide any retirement benefits, other than under our 401(k) Plan, nor do we sponsor or maintain any nonqualified defined contribution or deferred compensation plans. Effective January 1, 2019, we increased the company match for all employees participating in the 401 (k) Plan from 2% to 3% of annual cash compensation.

29


Potential PaymentsPayments upon Termination or Change in Control 

The table below describes the potential payments or benefits to our named executive officers upon termination of employment by us without Cause or for Good Reason (each as defined in our Executive Severance Plan), as if each executive’s employment terminated as of March 31, 2019.2020. See “Severance Arrangements with our Named Executive Officers” below for additional information.







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acceleration on Vesting (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Acceleration on Vesting(1)

 

 

 

 

 

 

 

 

 

 

 

 

Stock

 

RSU's &

 

Base

 

 

 

 

 

 

 

 

 

Stock

 

RSU's &

 

Base

 

 

 

 

 

 

 

 

 

Options

 

PSU's

 

Salary (2)

 

 

Health

 

Other (3)

 

 

Total

 

Options

 

PSU's

 

Salary (2)

 

 

Health

 

Other (3)

 

 

Total

Name

 

($)

 

($)

 

($)

 

 

($)

 

($)

 

 

($)

 

($)

 

($)

 

($)

 

 

($)

 

($)

 

 

($)

Morgan E. O’Brien

  

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance absent a change of control

 

45,657 

 

76,817 

 

670,000 

 

 

36,270 

 

527,500 

 

 

1,356,244 

 

52,472 

 

133,080 

 

700,000 

 

 

38,940 

 

550,000 

 

 

1,474,492 

Severance in connection with a change of control

 

628,279 

 

737,445 

 

670,000 

 

 

36,270 

 

527,500 

 

 

2,599,494 

 

629,681 

 

1,517,660 

 

700,000 

 

 

38,940 

 

550,000 

 

 

3,436,281 

Robert H. Schwartz

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance absent a change of control

 

422,061 

 

31,441 

 

680,000 

 

 

36,270 

 

535,000 

 

 

1,704,772 

 

182,188 

 

99,294 

 

680,000 

 

 

38,940 

 

535,000 

 

 

1,535,422 

Severance in connection with a change of control

  

1,032,200 

 

384,897 

 

680,000 

 

 

36,270 

 

535,000 

 

 

2,668,367 

  

1,922,700 

 

1,139,923 

 

680,000 

 

 

38,940 

 

535,000 

 

 

4,316,563 

Timothy A. Gray

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance absent a change of control

 

 —

 

69,465 

 

600,000 

 

 

36,270 

 

385,000 

 

 

1,090,735 

 

 —

 

168,571 

 

600,000 

 

 

38,940 

 

385,000 

 

 

1,192,511 

Severance in connection with a change of control

 

 —

 

874,086 

 

600,000 

 

 

36,270 

 

385,000 

 

 

1,895,356 

 

 —

 

961,685 

 

600,000 

 

 

38,940 

 

385,000 

 

 

1,985,625 



(1)

Represents value of immediateany vesting of unvested stock options and stock awards.

(2)

Represents 2 times the base salary.

(3)

Represents 2 times target annual bonus and outplacement support.

Severa

nceSeverance Arrangements with our Named Executive Officers

Severance Plan Participation Agreement

In

On or after March 2015, as amended on February 12, 2019, we entered into a Severance Plan Participation Agreement, as amended on February 12, 2019 (the “Participation Agreement”) with each of our executive officers and certain key employees pursuant to our Executive Severance Plan (the “Severance Plan”) approved by our Compensation Committee, which replaced any prior existing employment agreements or severance arrangements with our executives. The Severance Plan establishes the amount of severance payments and benefits available in the event of a (i) termination of employment by us without Cause or by the participant for Good Reason and (ii) termination of employment by us without Cause or by the participant for Good Reason within six months before or within 24 months after a Change in Control (as defined in the Severance Plan).

The Severance Plan establishes two tiers of executives.  

As of the end of Fiscal 2019,2020, all three of the Company’s Tier 1 executives includednamed executive officers, Morgan E. O’Brien, Robert H. Schwartz, and Timothy A. Gray.Gray were parties to the Severance Plan.

Upon termination of employment by usthe Company without Cause or by the participant for Good Reason, each (i) Tier 1named executive officer (“NEO”) is eligible for a cash severance payment equal to 2.0 times and each Tier 2 executive at 1.0 times the sum of the executive’s base salary plus target bonus, paid in installments over 24 months, plus a pro-rated target bonus for the fiscal year in which the termination occurs. Additionally, for equity awards granted prior to February 18, 2015 (the “Effective Date”), each Tier 1 and Tier 2 executive will receive full accelerated vesting of such equity awards and a 2-year time period to exercise any stock options. For equity awards granted after the Effective Date, each Tier 1 and Tier 2 executiveEach NEO will receive pro-rated accelerated vesting of suchtime-based equity awards to reflect their actual time-based services to us measured from the grant date and a nine monthnine-month time period to exercise any stock options included in such equity awards.

Upon termination of an NEO’s employment by us without Cause or by the executive for Good Reason within six months before or within 24 months after a Change in Control (as defined in the Severance Plan), each (i) Tier 1 executivehe is eligible for a cash severance payment equal to 2.0 times and each Tier 2 executive at 1.0 times the sum of the executive’s base salary plus target bonus, paid in a lump sum, plus a pro-rated target bonus for the fiscal year in which the termination occurs. In addition, each Tier 1 and Tier 2 executiveNEO will receive full accelerated vesting of all outstanding time-based equity grants and a 2-year timetwo-year period to exercise any stock options included in such equity awards.

The Severance Plan also provides for payment of health benefits continuation for NEOs for a maximum of 18 months for Tier 1 and Tier 2 executives and outplacement services for a maximum of 12 months and $25,000 for Tier 1 and Tier 2 executives.months.

3022

 


 

 

Employee Benefit Plans

401(k) Plan

Our employees are eligible to participate in a 401(k) Plan.  Effective January 1, 2019, we increased theThe company match for all employees participating in the 401(k) Plan from 2% tois 3% of annual cash compensation.

31DIRECTOR COMPENSATION




DIRECTOR COMPENSATION

Our directors play a critical role in guiding our strategic direction and overseeing the management of our Company. Ongoing developments in corporate governance and financial reporting have resulted in an increased demand for highly qualified and productive public company directors. The varied responsibilities, the substantial time commitment and the potential risks of serving as a director for a public company require that we provide adequate compensation for the continued performance of our non-employee directors by offering them compensation that is commensurate with the workload and the demands we place on them. Our non-employee directors are compensated based upon their Board and Board Committee responsibilities. Messrs. McAuley and O’Brien received no separate Our executive officers who serve on the Board do not receive any additional compensation for their service as directors.



Our director compensation is overseen by the Compensation Committee, which makes recommendations to our Board of Directors on the appropriate structure and amount of compensation for our non-employee director compensation program and the appropriate amount of compensation to offer to our non-employee directors.pay. Our Board of Directors is responsible for final approval of our non-employee director compensation program and the compensation paid to our non-employee directors. The Compensation Committee retained Pearl Meyer as its independent compensation consultant to assess our non-employee director compensation program. With the assistance of Pearl Meyer, the Compensation Committee and Board of Directors established our philosophy to target total compensation for our non-employee directors at the 50th percentile of the market, based on the same peer group used in benchmarking the compensation of our executive officers.

Non-Employee Director Compensation

For Fiscal 2019,2020, our non-employee director compensation program consisted of:



·

Annual cash retainers for Board service;

·

Annual cash retainers for service as the chairChair of one of the three standing Board Committees; and

·

Long-term equity awards consisting of restricted stock awards granted on an annual basis to continuing non-employee directors immediately following the annual meetingAnnual Meeting of stockholders or upon their initial appointment to the Board for new directors. 



Our non-employee directors are not entitled to any Board or Board Committee meeting fees.

Annual Cash Retainers:Retainers. Under our non-employee director compensation program, our non-employee directors received the following annual cash retainers. These annual retainers are payable in four equal quarterly installments on the first day of each new calendar quarter. Our non-employee director compensation program provides that newly appointed non-employee directors receive annual cash retainers on a pro-rata basis, based on the fiscal quarter in which the director is appointed to the Board and each Board committee. 





 

 

 

Board Cash Retainer

  

$

50,00065,000 

Lead Independent Director Cash Retainer (in lieu of Board Cash Retainer)

 

$

65,000 

Audit Committee Chair

 

$

18,000 

Compensation Committee Chair

 

$

12,000 

Nominating and Governance Committee Chair

 

$

8,000 



Long-Term Equity Awards:Awards. Under our non-employee director compensation program, each of our non-employee directors (other than our lead independent director) are issued annual restricted stock awardsaward with a grant date fair market value equal to approximately $90,000. Our lead independent director receivedreceives an annual restricted stock award with a grant date fair market value equal to approximately $120,000. Each such annual award will vest on the earlier of (i) immediately prior to the commencement of the next regularly scheduled annual meetingAnnual Meeting of stockholders or (ii) 12 months from the grant date. On August 7, 2018,6, 2019, immediately following the 2018 annual meeting2019 Annual Meeting of stockholders,Stockholders, each of our continuing non-employee directors (other than our lead independent director) received restricted stock awards for 3,0512,094 shares of common stock with a fair value of $29.50$42.99 per share, which was the closing bid price of our common stock on the Nasdaq Capital Market on the date of grant. Immediately following the 2019 Annual Meeting, our lead independent director received restricted stock awards for 2,792 shares of common stock with a fair value of $42.99 per share, which was the closing bid price of our common stock on the Nasdaq Capital Market on the date of grant.

Our non-employee director compensation program provides that newly appointed non-employee directors receive an annual restricted stock grant, with the fair market value on the grant date calculated on pro-rata basis, based on the fiscal quarter in which the director is appointed to the Board.

Reimbursement:23


Stock Ownership Guidelines.All our non-employee Directors are subject to stock ownership guidelines approved by the Board. Non-employee Directors are required to beneficially own shares of the Company’s common stock with a value equal to three times (3x) the annual cash retainer paid to them for service as a member of our Board. Our Board members have five (5) years to achieve their stock ownership guideline level. As of the end of Fiscal 2020, each of our non-employee directors who has been a member of the Board for more than one year is in compliance with the stock ownership guidelines.  

Reimbursement.  Our directors are entitled to reimbursement for their reasonable travel and lodging expenses for attending Board and Board Committee meetings.

32


Director Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our non-employee directors during Fiscal 2019.



 

 

 

 

 

 

 



 

Fees earned or paid in Cash (2)

 

Stock Awards (3)

 

 

 

Name and Principal Position

 

($)

 

($)

 

 

Total ($)

T. Clark Akers

  

68,000 

  

90,005 

(4)

 

158,005 

Rachelle B. Chong

 

32,473 

 

90,005 

(4)

 

122,478 

Greg W. Cominos

 

32,473 

 

90,005 

(4)

 

122,478 

Gregory A. Haller

 

19,973 

 

70,003 

(6)

 

89,976 

Mark J. Hennessy

  

57,793 

  

120,006 

(5)

 

177,799 

Singleton B. McAllister

 

37,668 

 

90,005 

(4)

 

127,673 

Paul Saleh

 

50,000 

 

90,005 

(4)

 

140,005 

Peter G. Schiff (1)

 

21,902 

 

22,067 

(7)

 

43,969 

John C. Sites (1)

 

20,489 

 

22,067 

(7)

 

42,556 

2020.









 

 

 

 

 

 

 



 

Fees earned or paid in Cash (1)

 

Stock Awards (2)

 

 

 

Name

 

($)

 

($)

 

 

Total ($)

T. Clark Akers

  

83,000 

  

90,021 

(3)

 

173,021 

Rachelle B. Chong

 

65,000 

 

90,021 

(3)

 

155,021 

Greg W. Cominos

 

65,000 

 

90,021 

(3)

 

155,021 

Gregory A. Haller

 

65,000 

 

90,021 

(3)

 

155,021 

Mark J. Hennessy

  

77,000 

  

120,028 

(4)

 

197,028 

Singleton B. McAllister

 

73,000 

 

90,021 

(3)

 

163,021 

Paul Saleh

 

65,000 

 

90,021 

(3)

 

155,021 





(1)

Messrs. Schiff and Sites terms expired on August 7, 2018.

(2)

Represents annual cash retainers for Board service and for service as the chair of one of the standing Board Committees, if applicable.  Cash retainers are paid on a quarterly basis in four equal installments.

(3)(2)

These amounts represent the grant date fair value of restricted stock awards granted by the Company during the period presented, determined in accordance with FASB ASC Topic 718. All restricted stock awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see “Note 1312 – Stock Acquisition Rights, Stock Options and Warrants” of our notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 20192020 filed with the SEC on May 20, 2019.28, 2020.

(3)

Represents 2,094 shares of restricted stock granted on August 6, 2019 to our non-employee directors (other than our lead independent director), immediately following the 2019 annual meeting of stockholders. 

(4)

Represents 3,0512,792 shares of restricted stock awards granted on August 7, 2018,6, 2019, immediately following the 20182019 annual meeting of stockholders.  The closing stock price on the date of the grant, which represents the fair value of a share of restricted stock was $29.50$42.99 per share.

(5)

Represents 4,068 restricted stock awards granted on August 7, 2018, immediately following the 2018 annual meeting of stockholders.  The closing stock price on the date of the grant, which represents the fair value of a share of restricted stock, was $29.50 per share.

(6)

Represents 1,610 restricted stock awards granted on November 7, 2018, immediately following the 2018 annual meeting of stockholders.  The closing stock price on the date of the grant, which represents the fair value of a share of restricted stock, was $43.48 per share.

(7)

Represents the modification of 5,000 options to purchase shares of our common stock.  The modification was a Type I, which does not change the expectation that the award will ultimately vest resulting from an increase in the term to exercise the options. 

33


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions Reviewed During Fiscal 2019 and FiscalSince April 1, 2018

The following is a description of transactions since April 1, 2017,2018, to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We refer to such transactions as “related party transactions” and such persons as “related parties.” With the approval of our board of directors, we have engaged in the related party transactions described below. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which are described where required under the section titled “Executive and Director Compensation.”

During Fiscal 2019, we incurred $141,000 in consulting fees to Cerberus Operations and Advisory Company, LLC, a consultant firm who is an affiliate of Cerberus Capital Management, L.P., who iswas a beneficial holder of more than 5% of our capital stock. stock during Fiscal 2019. No such services were provided and owed to the consulting firm during Fiscal 2020.

In May 2020, we entered into a consulting agreement with Rachelle B. Chong, a former member of our Board and utility regulatory expert, under which she now serves as a Senior Advisor to our management team. The consulting agreement provides that Ms. Chong will receive cash compensation of $12,000 per month and a restricted stock award with a grant date fair value equal to $144,000 for her consulting services.

 

Related Party TraTransaction Policynsaction Policy

24


Pursuant to our Code of Business Conduct and Ethics and Related Party Transaction Policy, our executive officers, directors, and principal stockholders, including their immediate family members and affiliates, will be prohibited from entering into a related party transaction with us without the prior approval of our Audit Committee or our independent directors. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to our Audit Committee for review, consideration, and approval. In approving or rejecting the proposed agreement, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including, but not limited, to the risks, costs, and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our Audit Committee shall approve only those agreements that, in light ofconsidering known circumstances, are in, or are not inconsistent with, our best interests, as our Audit Committee determines in the good faith exercise of its discretion.

3425

 


 

 

PROPOSAL ONE

ELECTION OF DIRECTORS



At the Annual Meeting, our stockholders will vote on the election of nine  (9)eight directors to serve until our 2020 annual meeting2021 Annual Meeting and until their respective successors are elected and qualified. Our Board has unanimously nominated each of our existing nine (9) directorsthe eight director nominees for re-electionelection to our Board at the Annual Meeting. 

Vote Required and Board Recommendation 

Vote Required and Board Recommendation 

Under our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, as amended, in an uncontested election, the directors are elected by a majority of the votes cast in person or by proxy at the Annual Meeting assuming a quorum is present.  This means that the number of shares voted “FOR” a nominee for election as a director must exceed the number of votes cast “AGAINST” that director nominee.  If you hold your shares in street name and you do not instruct the broker, bank, trustee or nominee on how to vote on this proposal, they will not have authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not be voted for or against the election of any director nominee, and so will not have any effect on the outcome of this proposal.

We have also implemented a majority voting policy for director resignations, which is applicable if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. We expect each director nominated for reelection to tender his or her written irrevocable, conditional resignation to the Chairman of the Board that will be effective only upon both (i) the failure to receive the required vote at the Annual Meeting and (ii) Board acceptance of such resignation. If a director nominee fails to receive the required vote for reelection, our Nominating and Corporate Governance Committee (other than such director) will act on an expedited basis to determine whether to accept the director's irrevocable, conditional resignation, and it will submit such recommendation for prompt consideration by the Board. The Nominating and Corporate Governance Committee and members of the Board (other than such director) may consider any factors they deem relevant in deciding whether to accept a director's resignation. This policy does not apply in circumstances involving contested director elections.

All of our nominees have indicated their willingness to serve if elected, but if any should be unable or unwilling to stand for election, the shares represented by proxies may be voted for a substitute as the Board may designate, unless a contrary instruction is indicated in the proxy.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR, AND SOLICITS PROXIES IN FAVOR OF, EACH OF OUR DIRECTOR NOMINEES.

Unless otherwise instructed, it is the intention of the persons named in the proxy card to vote shares represented by properly executed proxy cards for the election of each of our director nominees.

3526

 


 

 

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Audit Committee has selected Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit our financial statements for the fiscal year ending March 31, 2020.2021.  At the Annual Meeting, we are asking our stockholders to ratify the appointment of Grant Thornton as our independent auditor because we value our stockholders’ views on the Company’s independent auditor, even though the ratification is not required by our Amended and Restated Bylaws or otherwise.  However, the Audit Committee will reconsider the appointment if it is not ratified by our stockholders at the Annual Meeting. In addition, even if our stockholders ratify the selection, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that a change would be in the best interests of the Company and its stockholders.  Our Audit Committee appointed Grant Thornton to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2019.2020.



PKF O’Connor Davies LLP (“PKF”) served as the independent registered public accounting firm for the Company from 2008 through the fiscal year ended March 31, 2018.  On June 29, 2018, the Audit Committee approved the dismissal of PKF as the Company’s independent registered public accounting firmDuring Fiscal 2020 and appointed Grant Thornton LLP.

The audit reports of PKF on the consolidated financial statements of the Company for the fiscal years ended March 31, 2018 and 2017 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. 

During the two fiscal years ended March 31, 2018 and 2017, (i)there were no disagreements (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and PKF on any matters of accounting principles or practices, financial statement disclosures, auditing scope or procedures, or any other matter which, if not resolved to the satisfaction of PKF, would have caused PKF to make reference to the subject matter of the disagreements in connection with the issuance of PKF reports on the financial statements of such periods, and (ii) there were no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K) other than as described above.

During the Company’s fiscal years ended March 31, 2017 and 2018,Fiscal 2019, neither the Company nor anyone on the Company’s behalf consulted with Grant Thornton with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a disagreement or a reportable event (as those terms are described in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K).

Representatives of Grant Thornton are expected to be presentattend at the Annual Meeting and will have the opportunity to make statements if they desire to do so and to respond to appropriate questions.



Audit Related Matters 

The Audit Committee is responsible for approving the engagement of Grant Thornton as our independent registered public accounting firm for the fiscal year ending March 31, 2020.2021.

The Audit Committee intends to meet with Grant Thornton on a quarterly or more frequent basis, as the Audit Committee had done in Fiscal 2019.2020. At such times, the Audit Committee has reviewed the services performed by Grant Thornton, as well as the fees charged for such services.

36


Principal Accountant Fees and Services

The following table shows the aggregate fees paid or accrued by the Company for the audit and other services provided by Grant Thornton for Fiscal 20192020 and PKF in Fiscal 2018.2019.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

2018

 

2020 

 

2019 

Audit fees

 

$

270,095 

 

$

171,275 

 

$

437,602 

 

$

270,095 

Audit-related fees

 

49,035 

 

 —

 

 

96,075 

 

 

49,035 

Tax fees

 

 —

 

 —

 

 

 —

 

 

 —

Other fees

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

319,130 

 

$

171,275 

 

$

533,677 

 

$

319,130 







Audit Fees. Audit fees consist of fees billed for the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements, fees relating to our amended annual and interim financial statements and related services that are normally provided in connection with registration statements.

Audit-Related Fees. There were no such fees incurred inFor Fiscal 2018.  For2020 and Fiscal 2019, fees include review of adoption of new accounting pronouncements,  material contracts, issuance of comfort letters and material contracts.consents.

Tax Fees. There were no such fees incurred in Fiscal 20192020 or Fiscal 2018.2019.

All Other Fees. We did not incur any other fees in Fiscal 20192020 or Fiscal 2018.2019.

Policy on

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

The Audit Committee has determined that all services provided by Grant Thornton to date were compatible with maintaining the independence of such audit firm. The charter of the Audit Committee requires advance approval of all auditing services and permitted non-auditnon-

27


audit services (including the fees and terms thereof) to be performed for the Company by our independent registered public accounting firm, subject to any exception permitted by law or regulation.     

Vote Required and Board Recommendation 

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a majority of the votes cast at the Annual Meeting is required for ratification of our independent registered public accounting firm. Abstentions will be counted as present for purposes of determining the presence of a quorum but will not be considered as votes cast for or against this proposal and will therefore have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF GRANT THORNTON AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2020.

2021.

3728

 


 

 

PROPOSAL THREE

ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Our compensation programs are designed to effectively align our executives’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. Stockholders are urged to read the section titled “Executive Compensation” in this Proxy Statement, which discusses how our executive compensation policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Compensation Committee believes that the objectives of our executive compensation program, as they relate to our named executive officers, are appropriate for a company of our size and stage of development and that our compensation policies and practices help meet those objectives. In addition, our Compensation Committee believes that our executive compensation program, as it relates to our named executive officers, achieves an appropriate balance between fixed compensation and variable incentive compensation. Our Board and our Compensation Committee believe that our policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goal. Accordingly, we are asking our stockholders to approve the compensation of our named executive officers.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Based on the above, we request that stockholders indicate their support, on a non-binding advisory basis, for the compensation of our named executive officers as described in this Proxy Statement by voting “FOR” the following resolution:

“RESOLVED, that the stockholders of Anterix Inc. approve, on an advisory basis, the compensation paid to Anterix Inc.’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation section, the compensation tables and the narrative discussion in Anterix Inc.’s 2020 proxy statement.”

As an advisory vote, this proposal 3 is non-binding. Although the vote is non-binding, our Board and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Vote Required and Board Recommendation 

The approval of this advisory, non-binding proposal requires the approval of a majority of the votes cast by the holders of shares present or represented by proxy and entitled to vote thereon. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

29


PROPOSAL FOUR

ADVISORY, NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY, NON-BINDING VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding advisory basis, for their preference as to how frequently we should seek future non-binding advisory votes to approve the compensation of our named executive officers, as disclosed in accordance with the compensation disclosure rules of the SEC, which we refer to as an advisory vote to approve the compensation of our named executive officers.

By voting with respect to this proposal, stockholders may indicate whether they would prefer that we conduct future non-binding advisory votes to approve the compensation of our named executive officers every one, two or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal. Our Board of Directors has determined that an annual advisory vote to approve the compensation of our named executive officers will enable our stockholders to provide the Company with input regarding the compensation of our named executive officers on a timely basis.

Stockholders will not be voting to approve or disapprove of the recommendation of our Board of Directors. The proxy card provides stockholders with the opportunity to choose among four options with respect to this proposal (holding the vote every one, two or three years, or abstaining). The option that receives the highest number of votes from the voting power of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

As an advisory vote, this proposal will not be binding on the Company, our Board of Directors or our Compensation Committee in any way. As such, the results of the vote will not be construed to create or imply any change to the fiduciary duties of our Board. Our Board may decide that it is in the best interests of our stockholders and the Company to hold a non-binding advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders. Notwithstanding the non-binding advisory nature of this vote, the Company recognizes that the stockholders may have different views as to the best approach for the Company and looks forward to hearing from stockholders as to their preferences on the frequency of a non-binding advisory vote on executive compensation.

Vote Required and Board Recommendation 

The frequency of one year, two years or three years that receives the affirmative vote of a majority of votes cast will be deemed to be the recommended frequency, on an advisory, non-binding basis, of future advisory votes on the compensation of our named executive officers. You may vote for a frequency of future stockholder votes on executive compensation of every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” or “ABSTAIN.” If no frequency receives the majority of the foregoing vote, then we will consider the option of one year, two years or three years that received the highest number of votes cast to be the frequency recommended by stockholders. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE OPTION OF ONE YEAR AS THE PREFERRED FREQUENCY FOR FUTURE ADVISORY, NON-BINDING VOTES TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

30


REPORT OF THE AUDIT COMMITTEE



The following is the report of our Audit Committee with respect to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019,2020, filed with the SEC on May 20, 201928, 2020 (the “Annual Report”). 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 of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

The Audit Committee currently consists of threefour directors, each of whom is an “independent director” as defined under the listing standards for the Nasdaq Stock Market and the rules and regulations of the SEC. The Audit Committee acts pursuant to a written charter that has been adopted by our Board. A copy of the charter is available on the Company’s website at www.anterix.com.

Our Audit Committee oversees our financial reporting process on behalf of our Board. Management has the responsibility for the financial statements and the reporting process, including internal control systems. Our independent registered public accounting firm for the fiscal year ended March 31, 2019,2020, Grant Thornton, LLP, (“Grant Thornton”), was responsible for expressing an opinion as to the conformity of our audited financial statements with accounting principles generally accepted in the United States of America.

Review with Management   



The Audit Committee reviewed and discussed the audited financial statements with management of the Company.

Review and Discussions with Independent Accountants   



The Audit Committee met with Grant Thornton to review the financial statements included in the Annual Report. The Audit Committee discussed with a representative of Grant Thornton the matters required to be discussedunder the rules adopted by the Public Company Accounting Oversight Board (the “PCAOB”), including General Auditing Standards 1301,Communications with Audit Committees. In addition, the Audit Committee met with Grant Thornton, with and without management present, to discuss the overall scope of Grant Thornton audit, the results of its examinations and the overall quality of the Company’s financial reporting. The Audit Committee received the written disclosures and the letter from Grant Thornton required by Rule 3526 of the Public Company Accounting Oversight Board, Communication with Audit Committee Concerning Independence, and has discussed with Grant Thornton its independence, and satisfied itself as to the independence of Grant Thornton.

Conclusion 

Conclusion

Based on the above review, discussions, and representations received, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal years ended March 31, 2019, 20182020 and 2017,2019, be included in the Company’s Annual Report and filed with the SEC.



 



 



The Audit Committee of the Board of Directors:



 



T. Clark Akers, Chair



Greg W. Cominos

Gregory A. Pratt



Paul Saleh



3831

 


 

 



PROOTHER MATTERSPOSAL THREE



TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR CORPORATE NAME TO “ANTERIX INC.”

General

On June 14, 2019, our Board approved, declared it advisable and in our Company’s best interest and directed that there be submitted to our stockholders for approval, an amendment to Article I of our Amended and Restated Certificate of Incorporation to change our corporate name to Anterix Inc. (the “Name Change Amendment ”).

Reasons for the Name Change Amendment

We recently announced our focus on developing and commercializing our spectrum assets to enable our targeted critical infrastructure and enterprise customers to deploy private broadband networks, technologies and solutions.  Our goal is to become the leading provider of broadband solutions to critical infrastructure and enterprise customers and empower them to deliver on their business modernization initiatives through the transformative power of broadband connectivity.  In connection with this new business strategy, we are changing our corporate name to “Anterix Inc.”    

Effect of Approval of the Name Change Amendment

If the Name Change Amendment is approved by stockholders, we intend to file a corresponding Amendment No. 2 to our Amended and Restated Certificate of Incorporation reflecting the approved amendment with the Delaware Secretary of State, and such Amendment will be effective on the date such Amendment is filed with the Delaware Secretary of State.

The description in this Proxy Statement of the proposed Name Change Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Form of Amendment No. 2 to the Amended and Restated Certificate of Incorporation attached to this Proxy Statement as Annex A.

If the proposed name change is approved, stockholders with certificated shares should continue to hold their existing share certificates. The rights of stockholders holding certificated shares under existing share certificates and the number of shares represented by those certificates will remain unchanged. Direct registration accounts and any new share certificates that are issued after the name change becomes effective will bear the name “Anterix Inc.”  A new CUSIP number will also be assigned to our common stock shortly following the name change.

Our common stock previously traded  on the Nasdaq Capital Market under the symbol “PDVW.”  On June 17, 2019 our shares began trading on the Nasdaq Capital Market under the symbol “ATEX.”

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of shares representing a majority of the outstanding shares of common stock as of the Record Date is required for approval of the amendment to our Amended and Restated Certificate of Incorporation to change our corporate name to “Anterix Inc.” Abstentions will be counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will have the same effect as a vote against the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE approval of the amendment to our Amended and Restated Certificate of Incorporation to change our corporate name to “Anterix Inc.” 

39


OTHER MATTERS

The Company is not aware of any matter to be acted upon at the Annual Meeting other than the matters described in this proxy statement.Proxy Statement. However, if any other matter properly comes before the Annual Meeting, the proxy holders will vote the proxies in the exercise of their discretion on such matter.

PROXY SOLICITATION

The Company will bear the expenses of calling and holding the Annual Meeting and the soliciting of proxies therefor. This Proxy Statement and the accompanying materials, in addition to being mailed directly to stockholders, will be distributed through brokers, custodians, nominees and other like parties to beneficial owners of shares of Common Stock. The Company will pay reasonable expenses incurred in forwarding the proxy materials to the beneficial owners of shares and in obtaining the written instructions of such beneficial owners.  In addition, the Company has hired AllianceBroadridge Advisors, at an estimated cost of $18,700,$25,000.00 plus reimbursement of reasonable expenses, to assist in the solicitation of proxies. Our directors, officers, and employees may also solicit proxies by mail, telephone, and personal contact, but they will not receive any additional compensation for these activities.

STOCKHOLDER PROPOSALS FOR 20202021 ANNUAL MEETING 

Stockholders interested in submitting a proposal for consideration at our 2020 annual meeting2021 Annual Meeting must do so by sending the proposal to our General Counsel & Corporate Secretary at pdvWireless,Anterix Inc., 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424. Under the SEC’s proxy rules, the deadline for submission of proposals to be included in our proxy materials for the 2020 annual meeting2021 Annual Meeting is March 7, 2020.22, 2021. Accordingly, in order for a stockholder proposal to be considered for inclusion in our proxy materials for the 2020 annual meeting,2021 Annual Meeting, any such stockholder proposal must be received by our General Counsel & Corporate Secretary on or before March 7, 2020,22, 2021, and comply with the procedures and requirements set forth in Rule 14a-8 under the Exchange Act of 1934, as well as the applicable requirements of our Amended and Restated Bylaws. Any stockholder proposal received after March 7, 2020,22, 2021, will be considered untimely, and will not be included in our proxy materials. In addition, stockholders interested in submitting a proposal outside of Rule 14a-8 must properly submit such a proposal in accordance with our Amended and Restated Bylaws.

Our Amended and Restated Bylaws require advance notice of business to be brought before a stockholders’ meeting, including nominations of persons for election as directors. To be timely, notice to our Corporate Secretary must be received at our principal executive offices not less than 90 days but not more than 120 days prior to the one-year anniversary of the date on of the 20192020 Annual Meeting (i.e., August 6, 2020)September 2, 2021) and must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters as required by our Amended and Restated Bylaws. Therefore, to be presented at our 2020 annual meeting,2021 Annual Meeting, such a proposal must be received by the Company on or after April 8, 2020May 5, 2021 but no later than May 8, 2020.June 4, 2021. If the date of the 2020 annual meeting2021 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of the 20192020 Annual Meeting, notice must be received no earlier than the 120th day prior to such Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to such Annual Meeting or (ii) the 10th day following the day on which the public announcement of the date of such Annual Meeting is first made.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

We have adopted “householding,” a procedure approved by the SEC under which stockholders who share an address will receive a single copy of the Annual Report, Proxy Statement and Notice.Notice or a single set of our proxy material, as applicable. Each stockholder continues to receive a separate proxy card.  This procedure reduces printing costs and mailing fees, while also reducing the environmental impact of the distribution of documents related to the Annual Meeting. If you reside at the same address as another pdvWireless,Anterix Inc. stockholder and wish to receive a separate copy of the Annual Meeting materials, you may do so by making a written or oral request to:  pdvWireless,Anterix Inc., 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424, Attn:  General Counsel & Corporate Secretary, telephone (973) 771-0300.255-4945. Upon your request, we will promptly deliver a separate copy to you. The Annual Report and Proxy Statement are also available at http://www.viewproxy.com/pdvWireless/2019.

Some brokers household proxy materials, delivering a single proxy statementProxy Statement or noticeNotice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statementProxy Statement or notice, please notify your broker directly. You may also write to:  Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York, NY 10004, Attention:  Compliance Department, and include your name, the name of your broker or other nominee, and your account number(s). Any stockholders who share the same address and currently receive multiple copies of the Annual Report, Proxy Statement and Notice who wish to receive only one copy in the future may contact their bank, broker, or other holder of record, or pdvWireless,Anterix Inc. at the contact information listed above, to request information about householding.

40


ANNUAL REPORT ON FORM 10-K

The Company filed an Annual Report on Form 10-K for the year ended March 31, 20192020 with the SEC.SEC which is accessible free of charge on our website at www.anterix.com under Investor—SEC Filings.  A copy of the Company’s Annual Report on Form 10-K will also be made available (without exhibits), free of charge, to interested stockholders upon written request to pdvWireless,Anterix Inc., 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424, Attention:General Counsel & Corporate Secretary. The Annual Report on Form 10-K is not incorporated into this Proxy Statement and is not considered to be proxy-soliciting material.

32


FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements that involve risks and uncertainties, such as statement of our plans, objectives, expectations and intentions.  Any statement that are not statements of historical fact are forward-looking statements.  These forward-looking statement are subject to risks and uncertainties that could cause our actual results or events to differ materially from those expressed or implied by the forward-looking statements.  Except as required by applicable law, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Proxy Statement.

Important factors, including those discussed under the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for Fiscal 2020, filed with the SEC on May 28, 2020, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except to the extent required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or otherwise.





 



BY ORDER OF THE BOARD OF DIRECTORS



 



Picture 3Picture 16



Morgan E. O’BrienGena L. Ashe



Chief Executive OfficerGeneral Counsel and Corporate Secretary



July 5, 201920, 2020





41

 


Annex A

Form of Proposed Certificate of Amendment to our

Amended and Restated Certificate of Incorporation

CERTIFICATE OF AMENDMENT NO. 2

OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF PDVWIRELESS, INC.,

a Delaware Corporation

pdvWireless, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

1.  That on June 14, 2019 resolutions were duly adopted by the Corporation’s Board of Directors setting forth, approving and adopting a proposed amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as previously amended, and declaring such amendment to be advisable and recommended for approval by the Corporation’s stockholders, and that such resolutions provide that:

Article I of the Certificate of Incorporation of the Corporation shall be amended in its entirety to read as follows:

The name by which the corporation is to be known is Anterix Inc. (the “Corporation”).

2.  That such amendment was approved by the stockholders of the Corporation at the Corporation’s Annual Meeting of Stockholders held on August 6, 2019.

3.  The aforesaid amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4.  Except as provided for above, the Amended and Restated Certificate of Incorporation of the Corporation shall remain unchanged.

This amendment shall become effective upon its filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Amendment No. 2 to Amended and Restated Certificate of Incorporation of the Corporation this ___ day of August 2019.

pdvWIRELESS, INC.

By:

Morgan O’Brien
Chief Executive Officer





 

 


 

 

pdvWireless, Inc.

2019 Annual Meeting of Stockholders

AUGUST 6, 2019 9:30 AM Eastern Daylight Time

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Morgan E. O’Brien and Timothy A. Gray, or either of them, as proxies, with the power to appoint their substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of common stock of pdvWireless, Inc. that the undersigned is entitled to vote at the 2019 Annual Meeting of Stockholders to be held at 09:30 AM, EDT on August 6, 2019, at the Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, NJ 07078, and at any adjournments or postponements thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. If any other business may properly come before the meeting, the proxies are authorized to vote in their discretion, provided that they will not vote in the election of directors for any nominee(s) from whom authority to vote has been withheld.

All votes must be received by 11:59 P.M., Eastern Daylight Time, August 5, 2019.

IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

Picture 37

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting:

The Annual Report & Proxy Statement are available at

http://www.viewproxy.com/pdvWireless/2019.A screenshot of a cell phone

Description automatically generated

 

 


 

 

Picture 4

Picture 33

Picture 35A screenshot of a cell phone

Description automatically generated