You are cordially invited to attend the 20162023 annual meeting of stockholders of RELM WirelessBK Technologies Corporation, which we will hold on Wednesday, May 18, 2016,Thursday, December 14, 2023, at 10:3000 a.m., local time, at our corporateEastern Time, virtually via webcast from the offices of the Company at 7100 Technology Drive, West Melbourne, Florida 32904.

The annual meeting will be held solely through virtual participation via webcast at https://agm.issuerdirect.com/BKTI. Please monitor our annual meeting website at www.bktechnologies.com, under the tab “Investor Relations,” for updated information. As always, we encourage you to vote your shares prior to the annual meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our annual meeting. On or about April 1, 2016,November 2, 2023, we expect to begin mailing a Notice of Internet Availability of Proxy Materials, or E-proxy notice, to our stockholders of record as of the close of business on March 24, 2016.October 25, 2023. The E-proxy notice contains instructions for your use of this process, including how to access our proxy statement, proxy card and annual report and how to vote on the Internet. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement, proxy card and annual report or elect to receive your proxy statement, proxy card and annual report over the Internet.

If you are unable to attend the meeting in person,virtually, it is very important that your shares be represented and voted at the annual meeting. You may vote your shares over the Internet as described in the E-proxy notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Voting by telephone, over the Internet or by mailing a proxy card will not limit your right to attend the virtual annual meeting and vote your shares in person.

We look forward to seeingparticipating with you at the meeting.

To the stockholders of RELM WirelessBK Technologies Corporation:

The 20162023 annual meeting of stockholders of RELM WirelessBK Technologies Corporation will be held on Wednesday, May 18, 2016,December 14, 2023, at 10:3000 a.m., local time,Eastern Time. In order to provide access to our stockholders regardless of geographic location, the meeting will be held solely through virtual participation via webcast at our corporate offices at 7100 Technology Drive, West Melbourne, Florida 32904,https://agm.issuerdirect.com/BKTI for the following purposes:

Stockholders will not be able to attend the meeting in person; however, stockholders of record will be able to vote and submit questions electronically prior to the meeting by visiting www.iproxydirect.com/BKTI, and during the meeting by visiting https://agm.issuerdirect.com/BKTI. You will also be able to dial-in via telephone to ask questions during the meeting. Specific instructions for accessing the meeting are provided in the accompanying proxy card or voting instruction form you received.

Only stockholders of record at the close of business on March 24, 2016October 25, 2023, are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement of the meeting. Each share of common stock is entitled to one vote. A list of stockholders entitled to vote at the annual meeting will be available for inspection by our stockholders, for any purpose germane to the meeting, atduring the annual meeting and during ordinary business hours beginning 10 days prior to the date of the annual meeting, at our principal executive offices at 7100 Technology Drive, West Melbourne, Florida 32904.

Whether or not you plan to attend the meeting in person,virtually, please vote your shares over the Internet, as described in the Notice of Internet Availability of Proxy Materials, or E-proxy notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also vote your shares by telephone as described in your proxy card. Voting by telephone, over the Internet or by mailing a proxy card will not limit your right to attend the virtual annual meeting and vote your shares in person.

All stockholders are cordially invited to attend the annual meeting.

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This proxy statement contains information related to the 20162023 annual meeting of stockholders of RELM WirelessBK Technologies Corporation, (“RELM,”a Nevada corporation (together with its wholly owned subsidiaries, the “Company,” “we,” “our” or “us”), to be held virtually on Wednesday, May 18, 2016,the Internet at https://agm.issuerdirect.com/BKTI, on December 14, 2023, at 10:3000 a.m., local time, at our corporate offices at 7100 Technology Drive, West Melbourne, Florida 32904Eastern Time, and at any adjournments or postponements thereof. We are using the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. On or about April 1, 2016,November 2, 2023, we expect to begin mailing a Notice of Internet Availability of Proxy Materials, which is referred to herein as the “E-proxy notice,” to each holder of record of our common stock as of March 24, 2016,the close of business on October 25, 2023, the record date (the “Record Date”) for the meeting. The E-proxy notice and this proxy statement summarize the information you need to know to vote by proxy or in person atduring the virtual annual meeting. You do not need to attend the virtual annual meeting in person in order to vote.

At the annual meeting, we are asking stockholders:

The rules of the Securities and Exchange Commission (the “SEC”) permit us to make our proxy materials available to beneficial owners of our common stock electronically over the Internet without having to mail printed copies of the proxy materials. Accordingly, on or about April 1, 2016,November 2, 2023, we are sending a Notice of Internet Availability of Proxy Materials, which is referred to herein as the “E-proxy notice,” to our beneficial owners. All beneficial owners will have the ability to access the proxy materials, including this proxy statement, the form of proxy card and our 2015 annual report for the fiscal year ended December 31, 2022 (“fiscal 2022”), on the website referred to in the E-proxy notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the E-proxy notice. In addition, beneficial owners may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

On or about April 1, 2016,November 2, 2023, we will begin mailing paper copies of our proxy materials to stockholders who have requested them. Those stockholders who do not receive the E-proxy notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a copy of this proxy statement, the proxy card and our annual report for the fiscal year ended December 31, 20152022 by mail.

You are entitled to notice of the annual meeting and to vote, in personeither during the meeting or by proxy, at the annual meeting if you owned shares of our common stock as of the close of business (5:00 p.m. EDT) on March 24, 2016, the record dateRecord Date (October 25, 2023) of the annual meeting. On the record date, 13,730,562Record Date, 3,455,499 shares of our common stock were issued and outstanding and held by 875103 holders of record.record, including Cede & Co., which holds shares on behalf of the beneficial owners of the Company’s common stock. The number of outstanding shares and the number of holders of record as of the record date are provided on reverse stock split basis. Holders of record of our common stock on the record date are entitled to one vote per share at the annual meeting.

All stockholders as of the record date, or their duly appointed proxies, may attend. Please note that if you hold shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

If a majority of the shares of our common stock outstanding on the record date is represented either in person (virtually) or by proxy at the annual meeting, a quorum will be present at the annual meeting. Shares held by persons attending the annual meeting but not voting, shares represented in person (virtually) or by proxy and for which the holder has abstained from voting, and broker “non-votes” will be counted as present at the annual meeting for purposes of determining the presence or absence of a quorum.

A broker non-vote occurs when a brokerage firm or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the brokerage firm or other nominee did not receive voting instructions from the beneficial owner and does not have authority to vote on that particular proposal. Brokers and other nominees are subject to the rules of the New York Stock Exchange (the “NYSE”). The NYSE rules direct that certain matters submitted to a vote of stockholders are considered “routine” proposals. Brokers or other nominees generally may vote on such proposals on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms or other nominees. For “non-routine” proposals, brokers or other nominees may not vote on such proposals unless they have received voting instructions from the beneficial owner, and, to the extent that they have not received voting instructions, brokers or other nominees report such number of shares as “non-votes.”

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Under NYSE rules, Proposal 1 isthe election of directors (Proposal 1), the advisory approval of say-on-pay (Proposal 3), and the advisory approval of say-when-on-pay (Proposal 4), are considered a “non-routine” matter.matters. This means that brokers or other nominees who have not been furnished voting instructions from their clients will not be authorized to vote in their discretion on this proposal. We believe that Proposal 2, thethese proposals. The ratification of the appointment of an independent registered public accounting firm will be(Proposal 2) is considered a “routine” matter. This means that brokers or other nominees who have not been furnished voting instructions from their clients will be authorized to exercise discretionary voting authority to vote for this proposal. Your broker or other nominee will also be able to submit a “non-vote” proxy to be counted as to attendance at the annual meeting in determining the presence of a quorum.your shares on Proposal 2. For beneficial stockholders, if you do not give your broker or other nominee specific instructions, your shares will not be voted on ProposalProposals 1, and3, or 4, but may be voted by the brokerage firm or other nominee foron Proposal 2.

Broker non-votes, to the extent applicable, will have the effect of a vote AGAINST the ratification of the appointment of an independent registered public accounting firm (Proposal 2). Broker non-votes will have no effect on the outcome of the election of directors (Proposal 1), the advisory approval of say-on-pay (Proposal 3), and the advisory approval of say-when-on-pay (Proposal 4).  Because your broker will have discretionary voting on any ofauthority with respect to Proposal 2, a broker non-vote would only arise in the proposals.

Because the election of directors requires only a plurality vote, abstentions will have no impact upon the election of directors. With regard toAbstentions will also have no impact on the ratificationoutcome of Proposal 2 (ratification of the independent registered public accounting firm, abstentions will be counted as votes against the proposal.

Whether or not you plan to attend the virtual annual meeting, we urge you to vote your shares over the Internet as described in the E-proxy notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also vote your shares by telephone as described in your proxy card. Authorizing your proxy over the Internet, by mailing a proxy card or by telephone will not limit your right to attend the virtual annual meeting and vote your shares in person.during the meeting. Your proxy (one of the individuals named in your proxy card) will vote your shares per your instructions. If you fail to provide instructions on a proxy properly submitted via the Internet, mail or telephone, your proxy will vote, as recommended by the boardBoard of directors,Directors (sometimes referred to herein as the “Board”), (1) to elect to our boardBoard of directorsDirectors the fivesix director nominees named in this proxy statement and for ratification ofstatement; (2) to ratify the appointment of Moore Stephens LovelaceMSL as our independent registered public accounting firm for fiscal year 2016.

If you have shares held by a broker or other nominee, you may instruct your broker or nominee to vote your shares by following the instructions that the broker or nominee provides to you. Most brokers and nominees allow you to vote by mail, telephone and on the Internet. As indicated above, under NYSE rules, theProposal 1 (the election of directors (Proposal 1) is considered “non-routine,”directors), Proposal 3 (the advisory approval of say-on-pay), Proposal 4 (the advisory approval of say-when-on-pay), are “non-routine” matters, meaning that brokers or other nominees who have not been furnished voting instructions from their clients will not be authorized to vote in their discretion on this proposal.these proposals. The ratification of the appointment of Moore Stephens LovelaceMSL as our independent registered public accounting firm for fiscal 2023 (Proposal 2) is considered a “routine” matter, considered “routine,” meaning that brokers or nominees who have not been furnished voting instructions from their clients will be authorized to vote on that proposal.

Yes. Voting by telephone, over the Internet or by mailing a proxy card does not preclude a stockholder from voting in person atduring the virtual annual meeting. A stockholder may revoke a proxy, whether submitted via telephone, the Internet or mailed, at any time prior to its exercise by filing with our Corporate Secretary a duly executed revocation of proxy, by properly submitting, either by telephone, mail or Internet, a proxy to our Corporate Secretary bearing a later date or by appearing atattending the annual meeting and voting in person.during the meeting. Attendance at the virtual annual meeting will not itself constitute revocation of a proxy.

The boardBoard unanimously recommends a vote “FOR”:

We do not expect that any other matters will be brought before the annual meeting. If, however, other matters are properly presented, the persons named as proxies will vote the shares represented by properly executed proxies in accordance with their judgment with respect to those matters, including any proposal to adjourn or postpone the annual meeting.

We are making this solicitation of proxies and have paid the entire expense of preparing, printing and mailing the E-proxy notice and, to the extent requested by our stockholders, this proxy statement and any additional materials furnished to stockholders. We have retained Alliance Advisors LLC to assist in the solicitation of proxies for the annual meeting and will pay Alliance Advisors a fee of approximately $15,000, including reimbursement of reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. It is anticipated that Alliance Advisors LLC will employ approximately 25 persons to solicit stockholders of the Company for the annual meeting. We have also agreed to indemnify Alliance Advisors LLC against certain losses, costs and expenses.  In addition, to solicitations by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, e-mail or other electronic means, or in person. These persons will not receive additional compensation for soliciting proxies. Arrangements also will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of stock held of record by these persons, and we will reimburse them for reasonable out-of-pocket expenses.

At the annual meeting, fivesix nominees will be elected as directors. Our boardBoard of directorsDirectors currently consists of fourseven members, allfive of whom are standing for re-election at the annual meeting. At the 20152022 annual meeting, our stockholders elected Donald F.U. Goebert, James R. Henderson, Ryan Levenson, Timothy W. O’Neil, Benjamin Rosenzweig and David P. Storey to our board of directors. On July 6, 2015, pursuant to an agreement between us and Fundamental Global Investors, LLC (collectively with its affiliates, “Fundamental Global”), our largest stockholder, our board of directors approved an increase to the size of the board to seven members and appointed D. Kyle Cerminara, R. Joseph Jackson, Charles T. Lanktree, Michael C. Mitchell, E. Gray Payne, Lloyd R. Sams and John M. Suzuki as directors. The Board of Directors has resolved to reduce the Chief Executive Officer, Co-Founder and Partnernumber of Fundamental Global,directors serving on the Board of Directors to serve as a director. Our agreement with Fundamental Global gave Fundamental Globalsix, beginning at the right, upon written notice to the Company, to nominate an individual for appointment to our board of directors. Upon such nomination, the board was required to increase the size of the board and appoint such designee to fill the newly created vacancy. Fundamental Global also agreed to vote in favor of all of our board nominees in connection with the 20152023 annual meeting.

Our Board of directors appointed Timothy W. O’Neil as the Chairman of the Board, replacing James R. Henderson, who subsequently resigned from the board of directors on September 26, 2015. On September 27, 2015, Ryan Levenson and Ben Rosenzweig also resigned from the board of directors.

We expect each nominee for director to be able to serve if elected.  If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our boardBoard of directorsDirectors chooses to reduce the number of directors serving on the board. Our board size is currently set at four, but will be increased to five immediately after the annual meeting.

The directors elected at the annual meeting will serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.

The affirmative vote of a plurality of the votes cast, either in person or by proxy, at the annual meeting is required for the election of these nominees as directors.

The following table sets forth the nominees to be elected at the annual meeting, the year each nominee was first elected as a director and each nominee’s age and the positions currently held by each nominee with our company:

The NYSE MKTAmerican corporate governance listing standards it is our policyprovide that the Company, as a smaller reporting company, may have a board of directors consistconsisting of a majority ofat least fifty percent (50%) independent directors. Our boardBoard of directorsDirectors reviews the relationships that each director has with us and other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the independence requirements of the NYSE MKTAmerican corporate governance listing standards and who the boardBoard of directorsDirectors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors. The boardBoard of directors has reviewedDirectors reviews a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with us and our subsidiaries; their relationships with management and other directors; the relationships their current and former employers have with us and our subsidiaries; and the relationships between us and other companies of which our boardBoard members are directors or executive officers. After evaluating theseThe Board of Directors reviewed the various factors described above in October 2023, including an evaluation of the boardholdings of directors hasFG, one of our most significant stockholders, and Mr. Cerminara’s positions as its Chief Executive Officer, Co-Founder and Partner, and our investment in FG Financial Group, Inc. (Nasdaq: FGF), through our investment in FGI 1347 Holdings, LP, which was a consolidated variable interest entity of which we were the sole limited partner. Pursuant to such evaluation, the Board of Directors determined that three of its four members areMessrs. Horowitz, Jackson, Lanktree, Mitchell, Sams and General Payne were “independent” directors within the independence requirements of the NYSE MKTAmerican corporate governance listing standards and all applicable rules and regulations of the SEC. These directors are: Donald F.U. Goebert, Timothy W. O’NeilAll Board committee members during 2022 were, and Kyle Cerminara. The board also determined that Mr. Johnson would qualify as anall current Board committee members are, independent director, if elected, and former directors George N. Benjamin, III, who resigned fromfor the boardpurpose of the committees on February 24, 2015, Randolph K. Piechocki, who was not nominated for re-election to the board at the 2015 annual meeting, and James R. Henderson, Ryan Levenson and Ben Rosenzweig, who each resigned from the board in September 2015, were independent. David P. Storey is not independent because of his employment as a senior executive of our company.

Independent members of our boardBoard of directorsDirectors meet in executive session without the presence of non-independent directors and management, present, and are scheduled to do so at least once per year. The board

Stockholder Communications

Our Board of directors has designated Mr. O’Neil as the presiding director for these meetings.

While we encourage all members of our boardBoard of directorsDirectors to attend our annual stockholders’ meetings, there is no formal policy as to their attendance at annual stockholders’ meetings. OnAll seven of our directors serving at the datetime of the 20152022 annual stockholders’ meeting we had eight board members. All eight members of our board of directors attended the 2015 annual stockholders’such meeting.

The boardBoard of directorsDirectors held 1118 meetings during 2015,2022, and each of the directors attended at least seventy-five percent (75%) of the total number of meetings of the boardBoard of directorsDirectors held during the period for which he has beenwas a director and the total number of meetings held by all committees of the boardBoard of directorsDirectors on which he served during the periods that he served.

The boardBoard of directorsDirectors has a standing audit committee, compensation committeeAudit Committee, Compensation Committee and nominatingNominating and governance committee.

The audit committeeAudit Committee has oversight responsibility for the quality and integrity of our consolidated financial statements.statements and is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The committee meets privately with members of our independent registered public accounting firm, has the sole authority to retain and dismiss the independent registered public accounting firm and reviews their performance and independence from management. The independent registered public accounting firmwhich has unrestricted access and reports directly to the committee.committee, and annually reviews their performance and independence from management in deciding whether to continue to retain the accounting firm or engage a different accounting firm. The Audit Committee also evaluates the lead partner designated by the independent auditor. As required by the SEC’s rules, the committee is directly involved in the review and selection of the audit committeepartners serving on the auditor’s engagement team during mandated five-year partner rotations. The Audit Committee also oversees audit fee negotiations associated with our retention of the independent auditor and has the sole authority to approve such fees. The Audit Committee met 5five times during 2015.2022. The primary functions of the audit committeeAudit Committee are to oversee: (i) the audit of our consolidated financial statements provided to the SEC and our stockholders; (ii) our internal financial and accounting processes; and (iii) the independent audit process.process; and (iv) compliance with our Code of Conduct and Code of Ethics, as well as conflicts of interest and related party transactions. Additionally, the audit committeeAudit Committee has responsibilities and authority necessary to comply with Rules 10A-3(b)(2), (3), (4), and (5) of the Exchange Act, concerning the responsibilities relating to: (a) registered public accounting firms, (b) complaints relating to accounting, internal accounting controls or auditing matters, (c) authority to engage advisors, and (d) funding. These and other aspects of the audit committee’sAudit Committee’s authority are more particularly described in the audit committee charter.

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The audit committeeAudit Committee has adopted a formal policy concerning approval of audit, permitted audit-related and non-audit services to be provided to us by our independent registered public accounting firm, Moore Stephens Lovelace.MSL. The policy requires that all services to be provided by Moore Stephens Lovelace,MSL, including audit services and permitted audit-related and non-audit services, must be pre-approved by the audit committee. The audit committeeAudit Committee approved all audit and permitted audit-related services provided by Moore Stephens LovelaceMSL to us during 2015. Moore Stephens Lovelace2022.  MSL did not provide any audit-related or non-audit services to us during 2015. The audit committee also approved all audit services provided by BDO USA, LLP to us during 2015. BDO USA, LLP did not provide any audit-related or non-audit services to us during 2015. As discussed under “Proposal 2–Ratification of Appointment of Independent Public Accounting Firm” in this proxy statement, we dismissed BDO USA, LLP as our independent registered public accounting firm on November 9, 2015 and subsequently appointed Moore Stephens Lovelace as our independent registered public accounting firm.

The functions of the nominatingNominating and governance committeeGovernance Committee include determining and recommending to the boardBoard of directorsDirectors the slate of director nominees for election to the boardBoard of directorsDirectors at each annual stockholders’ meeting and identifying and recommending director candidates to fill vacancies occurring between annual stockholders’ meetings. In addition, the nominatingNominating and governance committeeGovernance Committee reviews, evaluates and recommends changes to our corporate governance guidelines and policies including our Code of Conduct and Code of Ethics, and monitors our compliance with these corporate governance guidelines, policies and codes.

During 2022, we had a separate Chairman of the Board and Principal Executive Officer. Our Board of Directors believed this Board leadership structure was best for the Company and our stockholders at the time. General Payne served as our Chairman of the Board until July 8, 2022, at which time the Board appointed Mr. Cerminara as the Chairman of the Board.  Our Principal Executive Officer was our Chief Executive Officer, John M. Suzuki. The Board believed it was in the Company’s best interest to have a separate Chairman of the Board and Chief Executive Officer. Our board of directors believes this board leadership structure is best for the Company and our stockholders at this time. Our current Chairman is Timothy W. O’Neil, an independent director, and our current ChiefPrincipal Executive Officer is David P. Storey. Mr. Storey has been our Chiefso that the Principal Executive Officer for over 15 years, and the board believes it is in the Company’s best interest for our Chief Executive Officer to continue devotingcould devote his time and energy on the day-to-day management of ourthe business, while our independentthe Chairman Mr. O’Neil, focusesof the Board could focus on providing advice and independent oversight of management. Because our Chairman is appointed annually by our non-management directors, such directors are able to evaluate the leadership performance and independenceperformance of our Chairman each year.

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The Board of Directors has not named a lead independent director, as it receives strong leadership from all of its members. Our boardBoard committees consist of only independent members, and our independent directors meet at least annually in executive session without the presence of non-independent directors and management. In addition, our directors take active and substantial roles in the activities of our Board of Directors at the full Board meetings. Our Board believes that this open structure, as compared to a system in which there is a designated lead independent director, facilitates a greater sense of responsibility among our directors and facilitates active and effective oversight by the independent directors of the Company’s operations and strategic initiatives, including any risks.

Our Board of Directors, both as a whole and through its three standing committees, has an advisory role in the Company’s risk management process. The Board of Directors does not have a standing risk management committee.  The Board typically reviews and discusses with management at each of its regular quarterly meetings, information presented by management relating to our operational results and outlook, including information regarding risks related to our business and operations, as well as risks associated with the markets we serve. In particular, the boardBoard is responsible for monitoring and assessing strategic and operational risk exposure.exposure, which may include financial, legal and regulatory, human capital, environmental, information technology, security and reputational risks. Our management team maintains primary responsibility for the Company’s risk management, and the boardBoard and its committees rely on the representations of management, the external audit of our financial and operating results, our systems of internal controls and our historically conservative practices when assessing the Company’s risks. The audit committeeAudit Committee considers and discusses financial risk exposures, and the steps management has taken to monitor and control these exposures, and also provides oversight of the performance of the internal audit function. The nominatingNominating and governance committeeGovernance Committee monitors the effectiveness of our corporate governance policies and the selection of prospective boardBoard members and their qualifications.qualifications, as well as environmental, social and governance (“ESG”)-related risks. The compensation committee,Compensation Committee, in conjunction with the audit committee,Audit Committee, assesses and monitors whether any of the Company’s compensation policies and programs have the potential to encourage excessive risk-taking. In addition, the Compensation Committee reviews and monitors matters related to human capital management, including diversity and inclusion initiatives and management of human capital risks.  Each committee must report findings regarding material risk exposures to the boardBoard as quickly as possible. The boardBoard believes that its role in risk oversight does not affect the board’sBoard’s leadership structure.

In accordance with the nominatingNominating and governance committee’sGovernance Committee’s written charter, the nominatingNominating and governance committeeGovernance Committee has established policies and procedures for the nomination of director candidates to the boardBoard of directors.Directors. The nominating and governance committee determines the required selection criteria and qualifications of director candidates based upon our needs at the time director candidates are considered. Minimum qualifications for director candidates are set forth in the committee’s “Policy Regarding Minimum Qualifications of Director Candidates” attachedand include threshold criteria, such as Annex Aintegrity, absence of conflicts of interest that would materially impair a director’s ability to this proxy statement. Asexercise independent judgment or otherwise discharge the fiduciary duties owed as a director to the Company and our stockholders, ability to represent fairly and equally all stockholders, demonstrated achievement in one or more fields of business, professional, governmental, communal, scientific or educational endeavors, sound judgment, as a result of management or policy-making experience, that demonstrates an ability to function effectively in an oversight role, general appreciation regarding major issues facing public companies of a size and operational scope similar to the Company, and adequate time to serve. The Nominating and Governance Committee does not have a formal diversity policy. However, as noted in the policy,committee’s “Policy Regarding Minimum Qualifications of Director Candidates”, the committee, as one of its considerations, considers the extent to which the membership of the candidate on the boardBoard will promote diversity among the directors, and seeks to promote through the nominations process an appropriate diversity on the boardBoard of professional background, experience, expertise, perspective, age, gender, ethnicity and country of citizenship.

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We are of the view that the continuing service of qualified incumbent directors promotes stability and continuity in the function of the boardBoard of directors,Directors, contributing to the board’sBoard’s ability to work as a collective body, while giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure.

The nominatingNominating and governance committeeGovernance Committee has adopted procedures consistent with the practice of re-nominating incumbent directors who continue to satisfy the committee’s criteria for membership on the board, whomBoard, who the committee believes continue to make important contributions to the boardBoard and who consent to continue their service on the board.Board. These procedures are set forth in the committee’s “Procedures for Identifying and Evaluating Director Candidates” attached as Annex Bpolicy. When evaluating the qualifications and performance of the incumbent directors that desire to this proxy statement.  

The Nominating and Governance Committee has adopted a policy with regard to the consideration of director candidates submitted by stockholders. This policy is set forth in the committee’s “Policy Regarding Director Candidate Recommendations Submitted by Stockholders” attached as Annex C to this proxy statement.Stockholders.” The committee will only consider director candidates submitted by stockholders who satisfy the minimum qualifications prescribed by the committee for director candidates, including that a director must represent the interests of all stockholders and not serve for the purpose of favoring or advancing the interests of any particular stockholder group or other constituency.

In accordance with this policy, the nominatingNominating and governance committeeGovernance Committee will consider director candidates recommended by stockholders only where the committee has determined not to not re-nominate a qualifiedan incumbent director. In addition, the nominating and governance committee will not consider any recommendation by a stockholder or an affiliated group of stockholders unless such stockholder or group of stockholders has owned at least five percent (5%) of our common stock for at least one year as of the date the recommendation is made. Any eligible stockholder (or affiliated group of stockholders) who desires to recommend a director candidate for consideration by the nominatingNominating and governance committeeGovernance Committee generally must ensure that it is received by the Company no later than 120 days prior to the first anniversary of the date of the proxy statement for the 2017prior annual meeting of stockholders. In the event that the date of the annual meeting of stockholders for the current year is more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission of a recommendation will be considered timely if it is submitted a reasonable time in advance of the mailing of the Company’s proxy statement for the annual meeting of stockholders for the current year. Any eligible stockholder (or affiliated group of stockholders) who desires to recommend a director candidate for consideration by the Nominating and Governance Committee for the 2024 annual meeting of stockholders is required to do so prior to December 2, 2016. July 5, 2024.

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Any such eligible stockholder (or affiliated group of stockholders) is required to submit complete information about itself and the recommended director candidate as specified in the committee’s “Procedures for Stockholders Submitting Director Candidate Recommendations” attached as Annex D to this proxy statementpolicy and as set forth in the advance notice provisions in our amended and restated bylaws. Such information must include, among other things, (i) the number of our common shares beneficially owned by the recommending stockholder and the length of time such shares have been held, (ii) the name, age and experience of the director candidate, (iii) whether the director candidate owns any of our securities, (iv) whether the director candidate has a direct or indirect material interest in any transaction in which we are a participant, (v) a description of all relationships between the director candidate and the recommending stockholder, and (vi) a statement setting forth the director candidate’s qualifications. Submissions should be addressed to the nominatingNominating and governance committeeGovernance Committee care of our Corporate Secretary at our principal headquarters, 7100 Technology Drive, West Melbourne, Florida 32904. Submissions must be made by mail, courier or personal delivery. E-mail submissions will not be considered.

Copies of the policies of the Nominating and Governance Committee are available on our website at www.bktechnologies.com/investor-relations.

The nominatingNominating and governance committeeGovernance Committee evaluated General Payne, Messrs. David P. Storey, Donald F.U. Goebert, Timothy W. O’NeilHorowitz, Jackson, Lanktree, Sams and D. Kyle Cerminara, allSuzuki, of whom General Payne, Messrs. Jackson, Lanktree, Sams and Suzuki are incumbent directors, in addition to Lewis M. Johnson, a director nominee, and recommended their nomination to the boardBoard of directors.Directors. The board,Board, in turn, nominated these fivesix persons for election as directors at the annual meeting. Based upon discussions with Mr. Cerminara and Fundamental Global, our largest stockholder, Mr. Cerminara suggested Mr. Johnson, President, Co-Founder and Partner of Fundamental Global Investors, LLC as a person that the nominating and governance committee should consider for nomination to our board of directors. After evaluating the qualifications of the individuals submitted for consideration, including Mr. Johnson, the nominating and governance committee recommended to the board that Mr. Johnson be nominated for election at the annual meeting, and the board approved his nomination.  The board believes Mr. Johnson would bring the board the perspective of one of the Company’s most significant stockholders. In addition, Mr. Johnson has extensive experience in the financial industry, including investing, capital allocation, finance and financial analysis of public companies, which skills would be valuable to our board of directors.

Director Compensation Program

On September 6, 2018, the Board, upon the recommendation of the Compensation Committee, adopted a new director compensation program for all non-employee directors, effective as of September 1, 2018. The program was adopted to remain competitive in attracting and retaining qualified Board members and to better align director compensation to other public companies of comparable size to the Company.

Under the program, each non-employee director receives an annual retainer fee of $50,000, payable in quarterly installments of cash or the cash equivalent in company stock, at the date of the approval of payment by the compensation Committee. On August 12, 2022, the Compensation Committee granted each non-employee director 4,310 RSUs for the annual retainer fee. Each RSU represents a contingent right to receive one share of our common stock. The RSUs vest on the first anniversary of the grant date, subject to the recipient’s continued service as a director of the Company through such date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated for the Board of Directors for election by stockholders, other than for good reason, as determined by the Board in its discretion, then the RSUs will vest in full as of the director’s last date of service as a director of the Company.

In addition, the director compensation program provides for an additional annual cash retainer of $75,000, payable in quarterly cash or the cash equivalent in company stock installments, for the Chairman of the Board, $3,000, payable in quarterly cash installments, for each Board committee served on, or an additional annual cash retainer of $10,000, payable in quarterly cash or the cash equivalent in company stock installments, per committee for service as committee chairman. All non-employee directors are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with their attendance at meetings of the Board and any committee thereof on which they serve. If a non-employee director does not serve on the Board or a Board committee, or as Chairman or as a Board committee chairman, for the full year, the Board and any applicable Board committee, Board Chairman, and any Board committee chairman retainers are prorated for the portion of the year served. If a non-employee director joins the Board after the grant of RSUs for that year, the non-employee director’s grant of RSUs will be prorated for the portion of the year to be served.

Our 2017 Plan provides that the aggregate grant date fair value of all awards granted to any single non-employee director during any single calendar year (determined as of the applicable grant date(s) under applicable financial accounting rules), taken together with any cash fees paid to the non-employee director during the same calendar year, may not exceed $200,000.

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The following table shows the compensation ofpaid to our non-employee directors for the year ended December 31, 2015.  For a description of the compensation, see the narrative description immediately following the table.

The audit committeeAudit Committee oversees our financial reporting process on behalf of the boardBoard of directors.Directors. Management has the primary responsibility for the consolidated financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the audit committeeAudit Committee has reviewed and discussed the audited consolidated financial statements included in our Annual Report on Form 10-K, for the fiscal year ended December 31, 20152022, with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.

Based on the considerations and discussions referred to above, the audit committeeAudit Committee recommended to our boardBoard of directorsDirectors (and the boardBoard approved) that the audited consolidated financial statements for 20152022 be included in our Annual Report on Form 10-K for the year ended December 31, 2015,2022, as filed with the Securities and Exchange Commission.

This report is provided by the following independent directors, who comprise the audit committee:

The following table provides certain summary information concerning the compensation of our Named Executive Officersnamed executive officers for the last two completed fiscal years ended December 31, 2015:

Narrative to Summary Compensation Table

We review compensation annually for all employees, including our Named Executive Officers. In setting annual base salaries and bonuses and granting equity incentive awards, we consider (i) compensation for comparable positions in the market, (ii) individual performance as compared to our expectations and objectives, (iii) our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and (iv) a long-term commitment to our Company.

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Our Board historically has determined our executives’ compensation based on the recommendations of our Compensation Committee, which typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each executive officer to the Board. Our Board, without members of management present, discusses the Compensation Committee’s recommendations and ultimately approves the compensation of our executive officers.

Base Salaries

On March 17, 2021, the Compensation Committee approved base salaries of $275,000, $221,450, $225,750, and $246,750 to Messrs. Vitou, Kelly and Willis, and Dr. Avanic, respectively. On July 19, 2021, in connection with Mr. Suzuki’s appointment as Chief Executive officer and the Suzuki Employment agreement, the Board of Directors approved a base salary of $350,000 for Mr. Suzuki.

On October 31, 2022, in connection with Mr. Malmanger’s appointment as the Chief Financial Officer and Secretary and the Malmanger Employment agreement, the Compensation Committee approved base salary of $235,000 for Mr. Malmanger.

Bonus Payments

2022 Discretionary Cash Bonuses

On March 1, 2022, the compensation committee approved the payment of cash bonuses of $30,000 to Mr. Vitou, $30,000 to Mr. Willis, and $30,000 to Dr. Avanic.

Stock Option Awards

2022 Awards

On March 1, 2022, the compensation committee granted non-qualified stock options to Messrs. Suzuki, Vitou, Willis and Dr. Avanic to purchase 17,000, 6,000, 6,000 and 6,000 shares, respectively, of the Named Executive OfficersCompany’s common stock, at an exercise price of $11.65 per share. The options have a ten-year term. Mr. Suzuki’s options vest in five equal annual installments beginning on the grant date and thereafter on March 1, 2023, March 1, 2024, March 1, 2025, and March 1, 2026. The options granted to Mr. Vitou, Mr. Willis, and Dr. Avanic vest in three equal annual installments beginning on the grant date and thereafter on March 1, 2023, and March 1, 2024.

On June 22, 2022, the compensation committee granted non-qualified stock options to Messrs. Suzuki, Vitou and Willis to purchase 9,000, 6,000 and 6,000 shares, respectively, of the Company’s common stock, at an exercise price of $12.40 per share. The options have a ten-year term. The options vest based on achievement of certain business objectives, that as of December 31, 2022 were not achieved and the options remain unvested.

Other Compensation

Except as disclosed above, Mr. Suzuki, Mr. Vitou, Mr. Kelly, Mr. Malmanger, Mr. Willis and Dr. Avanic did not receive any other compensation during 2015fiscal 2022 or 2014fiscal 2021, except for perquisites and other personal benefits, of which the total aggregate value for each Named Executive Officerof them did not exceed $10,000.