present and entitled to vote for purposes of Proposal #3 and, therefore, will have the same effect as a vote against Proposal #3.

Deadline for Receipt of Stockholder Proposals and Nominations for 2017 Annual Meeting of Stockholders

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2019 ANNUAL MEETING OF STOCKHOLDERS

Stockholders are entitled to present proposals for action and director nominations at the 20172019 annual meeting of stockholders only if they comply with applicable requirements of the proxy rules established by the SEC and the applicable provisions of our bylaws. Stockholders must ensure that such proposals and nominations are received by our Corporate Secretary at the following address: 471 Brighton Drive, Bloomingdale, Illinois 60108, Attention: John W. Schoen, Corporate Secretary, on or prior to the deadline for receiving such proposals and nominations.

Proposals for the 20172019 annual meeting of stockholders that are intended to be considered for inclusion in the proxy statement and form of proxy relating to such meeting must be received no later than January 4, 2017,December 26, 2018, and must comply with the procedures of Rule14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) and the provisions of our bylaws.

If a stockholder intends to submit a proposal or director nomination for consideration at our 20172019 annual meeting of stockholders outside the procedures of Rule14a-8 under the Exchange Act, the stockholder must comply with the requirements of our bylaws. We are not currently required to include such a proposal or nomination in the proxy statement and form of proxy relating to such meeting. Our bylaws contain an advance notice provision that requires stockholders to submit a written notice containing certain information not less than 120 days prior to the date of our proxy statement for the previous year’s annual meeting of stockholders. For purposes of the 20172019 annual meeting of stockholders, this means that such proposals or nominations must also be received by January 4, 2017.December 26, 2018. A copy of the relevant bylaw provision is available upon written request to our Corporate Secretary at the address provided above.

Discretionary Voting Authority

DISCRETIONARY VOTING AUTHORITY

The accompanying proxy card grants the proxy holders discretionary authority to vote on any business raised at the annual meeting. If you fail to comply with the advance notice provisions set forth above in submitting a proposal or nomination for the 2017 annual meeting of stockholders, the proxy holders will be allowed to use their discretionary voting authority if such a proposal or nomination is raised at that meeting.

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SUMMARY OF PROPOSALS

The Board of Directors has included three proposals on the agenda for our 20162018 annual meeting of stockholders. The following is a brief summary of the matters to be considered and voted upon by the stockholders.

Proposal #1: Election of Directors

The Company has a classified Board of Directors. Each director serves a three-year term. The first proposal on the agenda for the annual meeting is the election of two Class III directors to serve until the 20192021 annual meeting of stockholders. The Board of Directors has nominated Gina HaspilaireCindy K. Andreotti and M. Jay SinderCynthia A. Keith to serve as the Class III directors. The Company has three classes of directors, with each class serving a staggered three-year term. Additional information about the election of directors and a biography of each nominee begins on page 6.7.

The Board of Directors recommends a vote “FOR” the election of each of the two nominees.

Proposal #2:Non-binding Advisory Vote to Approve the Company’s Named Executive Officer Compensation(“Say-on-Pay”)

The Companysecond proposal on the agenda for the annual meeting is providing its stockholders with the opportunity to cast anon-binding advisory vote on the Company’s proposed compensation for its named executive officers, as described in this proxy statement, in accordance with SEC rules.statement. The Company’s overall philosophy is to offer competitive compensation opportunities that enable the Company to attract, motivate and retain highly experiencedhighly-experienced executive officers who will provide leadership for the Company’s success and enhance stockholder value. The Company believes that its compensation for named executive officers, which includes short-term and long-term elements, fulfills this goal and is closely aligned with the long-term interests of its stockholders. More information about this proposal begins on page 10.11.

The Board of Directors recommends a vote “FOR” approval of the Company’s

Named Executive Officer Compensation.

Proposal #3: Ratification of the appointmentAppointment of the Independent Registered Public Accounting Firm

The third proposal on the agenda for the annual meeting is the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2018. More information about this proposal begins on page 11.12.

The Board of Directors recommends a vote “FOR” the ratification of the appointment
of Grant Thornton LLP as the Company’s independent registered public accounting firm.

Other Matters

Other than the proposals listed above, the Board of Directors does not currently intend to present any other matters to be voted on at the meeting. The Board of Directors is not currently aware of any other matters that will be presented by others for action at the meeting. However, if other matters are properly presented at the meeting, and you have signed and returned your proxy card or votedsubmitted proxy voting instructions on the Internet or by telephone, the proxies will have discretion to vote your shares on these matters to the extent authorized under the Exchange Act.

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PROPOSAL #1

ELECTION OF DIRECTORS

Classification of Board of Directors

PCTEL has a classified Boardthree classes of Directors,directors. The members of each class are elected to serve staggered three-year terms, with the terms of the classes ending in successive years. There are currently consisting of three classes. At each annual meeting of stockholders, one class of directors is elected for a term of three years to succeed thosetwo Class I directors whose terms expire on theare expiring at this 2018 annual meeting, date. There are currently threetwo Class III directors whose terms will expire at the 2018 annual stockholder meeting, two Class II directors whose terms are expiring at this 2016 stockholder2019 annual meeting, and three Class III directors whose terms are expiringwill expire at the 20172020 annual stockholdermeeting.

Nominees

The Board of Directors has nominated Class I directors Cindy K. Andreotti and Cynthia A. Keith for election at the annual meeting. In order to create continuity onMs. Andreotti joined the Board of Directors in anticipation2013 and currently serves as Chair of a planned retirement at this 2016 annual meetingthe Nominating and Governance Committee. Ms. Keithwasrecommended to the Nominating and Governance Committee by an independent director to fill the vacancy created by the resignation of Carl Thomsen, who has served as a Class IIlong-time director, since 2001, in November 2015 the number of directorsMr. Brian Jackman, and she was expandedappointed to eight and the Board of Directors appointed Ms. Gina Haspilaire as the third Class I director.in February 2018. The Board has nominated Ms. Haspilaire to fill the Class II vacancy. The resultbiographies of her nomination is to change Ms. Haspilaire from a Class I director to a Class II director, to reduce the number of directors from eight to seven, and to return the configuration of the Board to two directors in Classes I and II and three directors in Class III. Theboth nominees for Class II directors are indicated in the section “Nominees” immediately below.

Nominees

On the recommendation of the Board of Directors, the nominees for election at the 2016 annual meeting of stockholders as Class II directors are Gina Haspilaire and M. Jay Sinder whose biographies are set forth below in “Directors and Nominees” below.Nominees.” If elected, each of the nominees will continue as a director until the expiration of theher three-year term at the annual meeting of stockholders in 2019.

2021 and until her successor is duly elected and qualified, or until her earlier resignation, removal or death.

The proxy holders may not vote the proxies for a greater number of persons than the number of nominees named.named in this Proxy Statement. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the two Class III director nominees. In the event that either of the nominees is unable or declines to serve as a director at the time of the annual meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. We are not aware of any nominee who will be unable or will decline to serve as a director.

Vote Required and Board of Director’s Recommendation

If a quorum is present and voting, the two nominees receiving the highest number of votes will be elected to the Board of Directors. Abstentions and “broker non-votes”brokernon-votes are not counted in the election of directors.

The Board of Directors has approved the director nominees and recommends

that stockholders vote “FOR” the election of each of the Class I director nominees listed above.

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Directors and Nominees

The following table sets forth certain information regarding the current directors andClass I director nominees to be elected at the 20162018 annual meeting of stockholders: stockholders, as well as the Class II and Class III directors:

Class I Directors and Nominees for the 2018 Annual Meeting

Ms. Andreottibecamehas served as a director insince 2013. SheMs. Andreotti is currently the President and Chief Executive Officer of The Andreotti Group LLC, a strategic business advisory firm serving domestic and global enterprise clients, private equity and institutional firms and international investment groups. Prior to launchingfounding The Andreotti Group in 2005, Ms. Andreotti enjoyed a26-year career in the telecommunications industry (12 years with AT&T Inc. and 14 years with MCI Telecommunications Inc.). While at MCI, Ms. Andreottishe managed a $14 billion operation. Inoperation and, in her lastmost recent leadership role, at MCI, she served as President, Enterprise Markets, which included the Global Accounts Segment, Government Markets, the Conferencing Business Unit and MCI Solutions (the managed services division of MCI).Markets. Before joining MCI, Ms. Andreotti managed national accounts atwas with AT&T most notably Dayton-Hudson Corporation (currently Target Corporation). She delivered the first-touch sensitive personal digital assistants or PDAs with related back office systems and network into Dayton Hudson’s retail operation.held various executive leadership positions in sales, marketing and management. Ms. Andreotti has served as Vice Chairman of the Japan American Society since 2007, a member of the Board of Trustees for the Americans in Wartime Museum since 2010, and a member of the Board of Directors for the Community Foundation for Northern Virginia since November 2014, and2014. She has also served as a Senior Advisor and Executive Coach for WJM Associates, Inc. since 2009. Ms. Andreotti is also a past member ofserved on the Board of Directors forof DiaXsys Inc., where she served on the Audit and Compensation Committees between from 2011 andto 2014, and a past member of the Board of Directors for APAC Customer Services, Inc., where she served as chair of the Compensation Committee and served on the Audit and Nominating and Corporate Governance Committees between 2005 and 2011. She also served on the Audit Committee of the Board of Directors of Rivermine Software Inc. betweenfrom 2006 to 2011, and the Board of Directors of APAC Customer Services, Inc. from 2005 to 2011. Ms. Andreotti earned a Bachelor of Arts degree in Business Administration and Women in Management from the College of St. Catherine. She has also attended executive management training at the Aspen Institute, the Menninger Foundation and the Stanford School of Business Executive Leadership Program. Ms. Andreotti’s industry experience in telecommunications sales, marketing, operations and management qualify her to serve on the Company’s Board of Directors. Ms. Andreotti serves as the Chair of the Nominating and Governance Committee.

Mr. JackmanMs.has been a director since February 2002. He is currently the President of The Jackman Group, Inc., a management consulting company that he formed in 2005. In September 2001, Mr. Jackman retired from Tellabs Inc., a communications company he had been with since 1982. Mr. Jackman served as President, Global Systems and Technology, and Executive Vice President of Tellabs since 1998 and as President of Tellabs Operations from 1993 Keithwasappointed to 1998. Between 1965 and 1982, Mr. Jackman held various management positions in sales and marketing for IBM. Commencing in January 2003, he joined the Board of Directors in February 2018 to fill the vacancy created by the resignation of Open Text, Inc.long-time director, Mr. Brian Jackman. She enjoyed a 25 year career with PricewaterhouseCoopers, LLP (“PwC”), an enterprise content management solutions company, where he currently servesthe world’s largest multinational professional services firm. She joined the firm in 1989 and became a partner in 2000. Throughout her career, she specialized in audits of and consulting

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with technology and communications clients, including global public companies focused on mergers and acquisitions as well as companies in various stages of growth. From 2010 to her retirement in 2014, Ms. Keith served as Operations Leader for the Compensation Committee. CommencingNational Professional Services Group of PwC, and she previously served as North Texas Technology Team Leader from 2002 to 2010. Ms. Keith was a founding member of Entrepreneurs for North Texas in January 2005 through December 2010, Mr. Jackman2000 and served as Chairman of the Board from 2009 to 2013. She served on the Advisory Council of the University of Texas at Dallas Jindal School of Management from 2002 until 2013, serving as Chair from 2010 to 2013. She also served on the Metroplex Technology Business Counsel Board of Directors of Keithley Instruments Inc., a test and measurement equipment company. In total, Mr. Jackman has served on the boards of eight companies in the technology sector. In addition, Mr. Jackman served on the Board of Trustees of Gannon University in Erie, Pennsylvania from May 20012009 to May2010. Mr. Jackman holds2013. Ms. Keith earned a Bachelor of Arts degree in English Literature from Gannon University and a Master’s degreeScience in Business Administration from Pennsylvania State University. Mr. Jackman’s specific experience with a testconcentration in Accounting from University of Texas at Dallas in 1988. She obtained certification as a Certified Public Accountant in the State of Texas in 1993 and measurement equipment companyher license remains active. The depth and breadth of Ms. Keith’s 25 years of experience as a CPA serving technology and communications companies, as well as his extensive experience in sales, marketing and management functionsher leadership positions with telecommunications and high tech companies, and his current and prior service on the board of directors of other companies, make him qualifiedPwC, qualify her to serve on the Company’s Board of Directors and as the Lead Independent Director.its Audit Committee.

Class II Directors/NomineesDirectors

Ms. Haspilairewas appointed to servehas served as a Class I member of the Board of Directors in November 2015, anddirector since 2015. She has been nominated for election at the 2016 Annual Meeting of Shareholders to serve as a Class II member of the Board of Directors. Since January 2015, she has served as Chief Human Resources Officer of Reliance Communications Ltd. (Enterprise) and Global Cloud Xchange, a global data communications service provider, andsince 2015. Ms. Haspilaire is responsible for the company’s global human resources corporate affairs and facilities management. PriorFrom 2013 to that, she2014, Ms. Haspilaire was Vice President of Sales for the Americas atElectronics Segment of Henkel Adhesive Technologies, a division of Henkel AG & Co. KGaA and a leading solution provider for adhesives, sealants and functional coatings worldwide. Betweenand a division of Henkel AG & Co. KGaA. From 2002 andto 2013, she served as Vice President and Managing Director with responsibility for the Americas and European regions at Pacnet Limited, a global telecommunications service provider. Prior to this, Ms. Haspilaire has more than 25 years of experience in general management, global strategy, business development, investor relations, sales and marketing, human resources and customer service. She has heldwas a Principal consultant at the executive and leadership positions atsearch firm Heidrick & Struggles and served for 14 years in various leadership roles at AT&T. Since 1999, sheMs. Haspilaire has served as an Advisory Board Member for PearlNet, Inc. Between 2011 and 2013, she alsosince 1999. She served on the Service Provider Advisory Board of Telx. Also, since 2010 she has beenas a Board Member and Chair of NANOG (North American Network Operators Group) Development Team. InTeam from 2010 to 2014, on the Service Provider Advisory Board of Telx from 2011 Ms. Haspilaire servedto 2013 and on the Advisory Board of SoHo Colo. She earned a Master’s degreeColo in Business Administration2011. Ms. Haspilaire holds an MBA from Columbia University and a Bachelor of Science degree in Mathematics/Computer Science from St. John’s University in New York. Ms. Haspilaire’s telecommunications services experience in general management, global strategy, business development, sales and marketing, human resources and management functionscustomer service, together with extensive operationalher manufacturing sector experience, and industry contacts qualify her to serve on the Company’s Board of Directors. Ms. Haspilaire serves as the Chair of the Compensation Committee.

Mr. Sinderhas beenserved as a director since December 2014. Mr. SinderHe is a telecommunications industry veteran with executive and financial experience at both public and private companies. SinceMr. Sinder has served as Chief Financial Officer of ForeSee Results, Inc., a voice of customer SaaS company, since August 2017. From July 2015 through July 2017, he has served as Chief Financial Officer of ByteGrid Holdings LLC, a data center and managed services company. Since September 2013, he has served as a member of the Board of Directors of Contec, LTD, a cable set-top box repair company based in New York, and since December 2015, as a member of the Board of Directors and the Audit and Compensation Committees of Impact Telecom, Inc., a national telecommunications company. Between 2014 and 2015, Mr. Sinder served on the Board of Directors of TNCI Operating Company, LLC, a national telecommunications company based in California, which merged with Impact Telecom in December 2015. From 2012 to 2013, he served as Chief Executive Officer of CoreLink Data Centers LLC. PriorLLC from 2012 to his promotion to Chief Executive Officer, Mr. Sinder2013 and was Chief Financial Officer of CoreLink from 2010 to 2012. Mr. Sinder also served as Chief Financial Officer atof Hostway Corporation from 2009 to 2010 and at Chief Financial Officer and Chief Operating Officer ofHu-Friedy Mfg. Co., Inc. from 2005 to 2008. From 1998 to 2004, he served at Focal Communications Corporation in a variety of executive and financial positions, including Chief Financial Officer, Treasurer, and Vice President, Corporate Development. Prior to joining Focal, Mr. Sinder held finance positions at Ameritech, MCI Communications, Telephone and Data Systems and IBM. Mr. Sinder serves on the boards of directors of several private companies. Mr. Sinder holds a Bachelor of Science degree from the University of Michigan and a Master’s degree in Business Administration from the University of Chicago. Mr. Sinder’sChicago Booth School of Business. His financial knowledge and expertise, and his experience serving in a variety of senior executive and financial positions at various corporations, including as Chief Executive Officer, Chief Financial Officer and Treasurer, make him qualifiedcompanies, qualify Mr. Sinder to serve on the Company’s Board of Directors andDirectors. Mr. Sinder serves as Chair of the Audit Committee.

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Class III Directors

Mr. Levyhas beenserved as a director since March 2006.2006, and he succeeded Martin Singer as the Chairman of the Board of Directors upon Mr. Singer’s retirement effective January 2, 2017. He served as a Managing Director and Global Head of Communications Technology Research at Lehman Brothers from July 1998 until Septemberto 2005. Before joining Lehman Brothers, Mr. Levy was a Director of Telecommunications Research at Salomon Brothers from March 1997 to July 1998, a Managing Director and Head of the Communications Research Team at Oppenheimer & Co. from July 1994 to March 1997, and a senior communications analyst at Hambrecht & Quist from July 1986 to July 1994. As a securities analyst for almost 20 years, Mr. Levy became proficient in analyzing business strategies and financial results, having evaluated well over 100 companies. In November 2015, Mr. Levy joinedhas served on the Board of Directors of Edison Properties a privatelysince 2015 and closely held real estate company. He is also currently a member of the Board of Directors and the Audit Committee and chairs both the Compensation and Governance Committee of Allot Communications, a data communications provider for carriers, and also a member of the Board of Directors of privately held GENBAND Inc., an innovator of IP Infrastructure. From January 2007 to February 2010, heAllot Communications since 2007. He served on the Board of Directors of GENBAND Inc. from 2007 until its merger with Sonus Networks in October 2017, the Board of Directors of Zhone Technologies, Inc., a broadband technology company, from 2007 to 2010 and commencing September 2005 as a board memberthe Board of Directors of Tut Systems, Inc., a technology company providing advanced content processing and distribution products and system integration services, prior to from 2005 until its March 2007 acquisition by Motorola, Inc. In total, Mr. Levy has served on six boards of directors and has been a member of the audit committee of each company. Mr. Levy holds a Master’s degree in Business Administration and a Bachelor of Science degree in Materials Engineering from Rensselaer Polytechnic Institute. Mr. Levy provides a unique perspective to Company’s Board of Directors, its Compensation Committee, and to its Nominating and Governance Committee which he chairs, as a result of hisLevy’s investment banking experience related to the telecommunications industry, extensive experience analyzing business strategies and his analytical skills. The Company benefits from hisfinancial results, and knowledge of financial markets business strategies and competitive data analysis.analysis qualify him to serve on the Company’s Board of Directors.

Mr. Marinihas beenserved as a director since October 1996. He has been Chairman and Managing Director of Noventi Ventures, a Silicon Valley-based technology investment firm, since he founded the firm in 2002. From 2013 to 2017, Mr. Marini has beenwas Chairman and Chief Executive Officer of Neato Robotics, a home robots company, since February 2013. He is also the founder and Managing Director of Noventi Ventures, a Silicon Valley-based early stage technology venture capital firm begun in March 2002.company. Mr. Marini also served as interim Chief Executive Officer of FutureTel a digital video capture company,from 1998 to 1999 and as President and Chief Executive Officer of No Hands Software an electronic publishing software company. Priorfrom 1993 to this,1994. Mr. Marini was theco-founder of Logitech, a personal peripherals company, and served in various executive positions from 1981 to 1992, most recently as its Executive Vice President and Chief Operating Officer of Logitech International SA, a computer peripherals company. Previously,Officer. Earlier in his career, he held technical and management positions with Olivetti and IBM. Mr. Marini has extensiveserved on the Board of Directors of Neato Robotics, Inc. since 2006 and broad executive operating experience. At Neato he leads a fast growing company with complex technology productsthe Board of Directors of Velomat S.r.l since 2012. Other past board service includes Ecrio Inc. from 1999 to 2015; Minerva Networks, Inc. from 2003 to 2013; Aurora Algae, Inc. from 2007 to 2012; Windspire Energy, Inc. from 2008 to 2012; and a broad worldwide sales network. At Logitech he managed engineering, operations and finance as the company grewLumenergi, Inc. from inception2008 to over $200M in annual revenues, effected an initial public offering and expanded manufacturing and development in North America, Asia and Europe and sales presence in over 30 countries worldwide. At FutureTel (1998-1999) and No Hands Software (1993-1994) he managed rapid product development, decisive restructuring, new markets and product entries. Over the last 15 years he2013. Mr. Marini has also been managing venture capital investments in technology companies. This activity entails evaluating business plans, making investment decisions, assisting management in the formulation and execution of operating and strategic plans involving all facets of company operations. It also includes continuous evaluation of the performance of management teams, directing management changes and helping in recruiting executives for portfolio companies. Further, it requires the identification, evaluation and execution of exit strategies, such as acquisitions by other companies or initial public offerings. He has directed investments in over 15 companies, some of which have been acquired by market leaders such as BEA Systems, Cisco, HP and Symantec. He currently servesserved on the Board of Trustees of the University of California at Davis

Foundation and on the boards of Neato Robotics, Inc. since December 2006 and Velomat S.r.l since April 2012. Other past board service included Ecrio Inc. from March 1999 through December 2015; TES S.p.A. from September 1994 to January 2012; Minerva Networks, Inc. from May 2003 through March 2013; Aurora Algae, Inc. from January 2007 to August 2012; Cosmo Industrie S.p.A. from December 2007 to December 2011; Windspire Energy, Inc. beginning December 2008 through March 2012; and Lumenergi, Inc. beginning February 2008 to May 2013. Mr. Marini2014. He holds a Computer Science “Laurea” degree from the University of Pisa, Italy. Overall, Mr. Marini bringsMarini’s experience with a wide variety of companybusiness situations both as a generalChief Executive Officer and in other senior management executive androles, as well as an active board member and investor. These qualifications provide a solid basis for servinginvestor, qualify him to serve on the Company’s Board of Directors.

Mr. Neumann succeeded Martin Singer as a director,Chief Executive Officer upon Mr. Singer’s retirement effective January 2, 2017, at which time Mr. Neumann was also appointed to the Board. He served as Senior Vice President and memberGeneral Manager of the Audit CommitteeRF Solutions segment of a technology company, dealing with issuesthe Company from March 2015 to December 2016, as Vice President and General Manager, RF Solutions from January 2013 through March 2015, and as Vice President of growth, product and marketing strategy, international expansion and merger and acquisition activities.

Dr. SingerhasGlobal Sales for RF Solutions from April 2010 to January 2013. From February 2009, when he joined PCTEL, until April 2010, Mr. Neumann served as Senior Director of Sales for RF Solutions. Prior to joining PCTEL, Mr. Neumann served as the Company’s Chief Executive OfficerManaging Director ofE-magine Communications, LLC, from 2006 to 2009, the Vice President of Sales and Chairman ofMarketing forX-TEL Communications, Inc. from 2002 to 2006, the Board since October 2001. From February 2001 until October 2001, he served as the Company’s non-executive Chairman of the Board,Market Development Director for Acterna from 1999 to 2002, and he has been a director of the Company since AugustPrincipal at Intelinet, Inc. from 1997 to 1999. From December1991 to 1997, to August 2000, Dr. SingerMr. Neumann served asin a number of roles, including Vice President of Sales, Marketing and Chief Executive Officer ofSupport and other leadership roles in engineering services, product management and sales at SAFCO Technologies, Inc., a wireless communications company acquired by Agilent Technologies in August, 2000. Prior to SAFCO Technologies, Dr. Singer served as Vice President within the Cellular Infrastructure Group of Motorola, a communications equipment company. He also held senior management and technical positions at Tellabs, AT&T and Bell Labs. Dr. Singer Mr. Neumann holds a Bachelor of ArtsScience degree in PsychologyElectrical Engineering from The Pennsylvania State University and a Master’s degree in Business Administration from the University of Michigan and a Master of Arts degree and Ph.D. in Experimental Psychology from Vanderbilt University. He served on the Standing Advisory Group for the Public Company Accounting Oversight Board and on the Advisory Board for the MMM program at KelloggChicago Booth School of Business. From March 2009 until September 2010, he servedMr. Neumann’s roles with the Company, including as Chief Executive Officer, his extensive experience in leadership, sales and marketing roles with other companies, as well as his education in electrical engineering and business administration qualify him to serve on the Company’s Board of Directors of Westell Technologies, Inc., a leading provider of broadband products, gateways and conferencing services, and was Chair of Westell’s Compensation Committee. In 2006, Dr. Singer was appointed to the Board of Directors of ISCO International, a provider of spectrum conditioning solutions to wireless and cellular providers worldwide, where he also chaired the Compensation Committee until he left the board in 2007. In 2012, he was elected to the Board of Directors of Multiband Corporation, and served as Chair of the Compensation Committee until the sale of Multiband in 2013. Dr. Singer is a member of the Economic Club of Chicago and now serves on the University of Illinois at Chicago (UIC) College of Engineering’s Advisory Board. Dr. Singer has nine patents in telecommunications and has written several essays on the telecommunications industry. He provides expertise in business strategy, intellectual property, strategic alliances and communications technology.Directors.

PROPOSAL#2

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PROPOSAL #2

NON-BINDINGADVISORY VOTE TO APPROVE THE COMPANY’S

NAMED EXECUTIVE OFFICER COMPENSATION

As required by Section 14A of the Exchange Act and related SEC rules, theThe Board of Directors is requesting that the stockholders approve on a non-binding, advisory basis, the following resolution relative to the compensation of the Company’s named executive officers:

officer compensation by anon-binding advisory vote, as required by the Dodd-Frank Act. Thisnon-binding advisory vote is commonly referred to as“RESOLVED, thatsay-on-pay.” Although the vote is not binding on the Company or the Board of Directors, the vote provides the stockholders hereby APPROVEwith an additional means to express their views about compensation for the compensation of the Company’s named executive officers, as disclosed pursuantofficers. The outcome of each year’s vote has been and will continue to be taken into account by the compensation rulesBoard of the SEC, includingDirectors and the Compensation Discussion and Analysis, the compensation tables and related narrative discussion disclosedCommittee in this proxy statement.”

making future determinations about named executive officer compensation.

The compensation of the Company’s named executive officers is described in the Compensation Discussion and Analysis, section of this proxy statement, including” commencing on page 22, and in the compensation tables that accompany the narrative.under “Executive Compensation and Other Matters,” commencing on page 33. The Company’s overall objectives of the executive compensation programphilosophy is to offer competitive compensation opportunities that enable the Company to attract, motivate and retain highly experienced executive officers who will provide incentives to motivateleadership for the Company’s executive officerssuccess and key managers to perform to the best of their abilities and to closely align their interests with those of the Company’s stockholders, with the objective of enhancingenhance stockholder value and promoting long-term, sustainable growth. The long-term incentives are also designed to retain executive talent.value. A portion of each named executive officer’s overall compensation is performance-based and tied to the achievement of defined goals. Payments for both2017 short-term incentives are made in cash and payments for long-term incentives will beare made in restricted stock.

The proposal to approvenon-binding advisory vote on the compensation of the Company’s named executive officers requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting. Accordingly, brokernon-votes will not be relevant tohave no effect on the outcome. Abstentions will be counted as being present and entitled to vote for purposes of Proposal #2 and, therefore, will have the same effect as a vote against Proposal #2. Because this vote is advisory, it will not be binding on the Compensation Committee or the Board of Directors. However, the Board of Directors and the Compensation Committee will carefully evaluate the voting results and take them into account when considering future executive compensation matters.

The Board of Directors recommends a vote “FOR” approval of the Company’s

named executive officer compensation, as disclosed in this proxy statement.

PROPOSAL#311

PROPOSAL #3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Grant Thornton LLP, an independent registered public accounting firm (“Grant Thornton”), to audit and express an opinion on the Company’s financial statements for the fiscal year ending December 31, 2016.2018. This appointment is being presented to the stockholders for ratification at the 20162018 annual meeting of stockholders.

Before selecting Grant Thornton LLP as the independent registered public accounting firm for the Company forCompany’s 2018 fiscal year2016,year, the Audit Committee carefully considered the firm’s qualifications as independent auditors.auditors and its past performance for the Company. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, and its reputation for integrity and competence in the fields of accounting and auditing.auditing, its experience withsimilarly-sized companies and similar industries, and its cost effectiveness. The Audit Committee’s review also included matters required to be considered under the SEC’s rules on auditor independence, including the nature and extent ofnon-audit services, to ensure that Grant Thornton LLP’sThornton’s independence will not be impaired. Grant Thornton LLP has been conducting independent audits of the Company’s financial statements since May 2006. The Audit Committee believes that the tenure of Grant Thornton as the Company’s auditor results in higher audit quality due to greater institutional knowledge and familiarity with the industries in which the Company competes and saves management’s time and resources. Grant Thornton conducts periodic internal reviews of its audit work, assesses the adequacy of its partners and other personnel working on the Company’s audit and rotates the lead audit partner consistent with independence requirements. A new audit partner was designated by Grant Thornton for the Company’s 2018 audit. Representatives of Grant Thornton LLP are expected to be available by telephonein person at the 20162018 annual meeting of stockholders to answer appropriate questions from stockholders.

Summary of Fees

The following table summarizes the aggregate fees billed to the Company by Grant Thornton LLP for the Company’s 20142016 and 20152017 fiscal years:

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Pre-Approval of Independent Auditor Services and Fees

The Audit Committee reviewed and pre-approved all audit and non-audit fees for services provided to the Company by Grant Thornton LLP and has determined that the firm’s provision of such services to the Company during fiscal year 2015 is compatible with and did not impair Grant Thornton LLP’s independence. It is the practice of the Audit Committee to consider and approve in advance all auditing andnon-auditing services provided to the Company by the independent registered public accounting firm in accordance with the applicable requirements of the SEC. The Audit Committee reviewed andpre-approved all audit, audit-related andnon-audit fees for services provided to the Company by Grant Thornton during fiscal 2017 and has determined that the firm’s provision of such services to the Company is compatible with, and did not impair, Grant Thornton’s independence.

Vote Required and Recommendation

Stockholder ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company is not required by the Company’s bylaws or other applicable legal requirement. However, the Board of Directors is submitting the selection of Grant Thornton LLP to the stockholders for ratification as a matter of good corporate practice. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting, will constitute ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm under Proposal #3. Abstentions will be counted as present and entitled to vote for purposes of Proposal #3 and, therefore, will have the same effect as a vote against Proposal #3. Notwithstanding the selection by the Audit Committee of Grant Thornton LLP or stockholder ratification of that selection, the Audit Committee may direct the appointment of a new independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and the stockholders. IfWhile stockholder ratification of Grant Thornton’s appointment is not required by law or otherwise, if the selection of Grant Thornton LLP is not approvedratified at the annual meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment.

The Board of Directors recommends that stockholders vote “FOR” the ratification

of Grant Thornton LLP as the Company’s independent registered public accounting firm.

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CORPORATE GOVERNANCE

Board and Committee Meetings

The Board of Directors currently has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The members of each of the committees are listed in the table below. Each member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committeethese committees meets the applicable SEC and NASDAQ Global Select Market (“NASDAQ”)Nasdaq independence requirements. The Board of Directors has determined that each of Ms. Keith, Mr. ThomsenLevy and Mr. Sinder qualifies as an “audit committee financial expert” as defined under the rules and regulations of the SEC, and that all members of the Audit Committee meet the NASDAQNasdaq financial literacy requirements.

The Board of Directors held a total of eightfour meetings during fiscal 2015, including one meeting of the subcommittee formed to consider the acquisition of Nexgen Wireless, Inc.2017. During 2015,2017, each of the directors other than Ms. Haspilaire who became a director in November 2015, attended at least 75% of the total number of meetings of the Board of Directors and any committee on which such director served. In addition, five directors attended the 2017 annual meeting of stockholders. The Company encourages its directors to attend annual meetings.

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A copy of the charter for each of the committees of the Board of Directors is available on our website located at http://investor.pctel.com/documentsdisplay.cfm.documents.cfm. The meetings indicated in the chart above include a joint meeting of the members of the Audit Committee and Compensation Committee in November 2015.2017 focused on risk management, as described in “Risk Management” on page 16.

Board Leadership Structure

The membersIn January 2017, in connection with the retirement of Martin Singer, the Board of Directors believe that their familiarity with the Company, their insight into the industries in which the Company is engaged, and their knowledge of the challenges and opportunities arising in this evolving economy place the Board of Directors in the best position to determine the optimal leadership structure for the Company. The Board of Directors has determined that combiningseparated the roles of Chairman of the Board and Chief Executive Officer isin order to allow the optimal structureChief Executive Officer to focus on setting the strategy for the Company, at this time. Mr. Singer, who currently fills both roles, commenced his involvement with the Company as a Director onprovidingday-to-day leadership to the Company’s Board in 1999, becameemployees, driving the non-executiveCompany’s performance and engaging with stockholders while the Chairman of the Board in February 2001, and subsequently becameprovides guidance to the Chief Executive Officer, in October 2001. The Board of Directors believes thatfocuses on corporate governance matters and communication among the stockholders are best served by Mr. Singer fulfilling both roles, thereby unifyingcommittees and the leadershipdirectors, and directionpresides over the meetings of the Board with the managementof Directors. Mr. Levy was elected effective January 2, 2017 to serve as independent Chairman of the Company, and enablingBoard until such time as a successor is elected. In connection with this change, the CompanyBoard determined that it was not necessary to move decisivelycontinue to meet challenges and maximize opportunities for growth. The Board of Directors maintains independent and effective oversight ofhave a Lead Independent Director because the Company’s business through the strong leadership providedduties previously carried out by the Lead Independent Director (as defined inwill be carried out by the immediately succeeding paragraph) and the Board committees, and through the compositionChairman of the Board,Board. In connection with all directors other than the Chairman being independent directors.

his promotion to Chief Executive Officer, Mr. Jackman is currently the lead independent director ofNeumann was elected to the Board of Directors (“Lead Independent Director”). As Lead Independent Director, his principal responsibilities are (i) working with the Chairman and Chief Executive Officer and the other members ofeffective January 2, 2017.

Diversity

The Company believes diversity on the Board of Directors better reflects the diversity of the Company’s employees, customers and other stakeholders, and may lead to setimproved employee recruiting and retention. Over the agenda for each meetingpast five years, the Company has diversified its Board in a number of respects. Currently women comprise half of the independent directors and a third of the independent directors have a geographic origin outside the United States. In addition to balancing the gender, ethnicity, and geographical origin of the Board members, the Nominating and Governance Committee has sought diversity in Board members’ skill sets, business experience, financial and accounting experience, educational achievements, and potential contributions with a goal of Directors, (ii) serving as a liaison for communications betweenbringing diverse business experience, knowledge and perspectives to the Board of Directors and the Chief Executive Officer, (iii) acting as the chair for executive sessions held at regularly scheduled meetings of the Board of Directors, and (iv) consulting with the General Counsel regarding communications received from the stockholders.Directors.

Independence

The Board of Directors has determined that thenon-employee directors are “independent directors” based on the NASDAQNasdaq listing standards, and that the members of the Audit and Compensation Committees fulfill

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additional SEC and Nasdaq independence standards, for independence.as applicable. Only independent directors may serve on the Audit, Compensation and Nominating and Governance Committees. In determining the independence of the directors, the Board of Directors affirmatively determines whether anon-employee director has a relationship that would interfere with that director’s exercise of independent judgment in carrying out the responsibilities of being a director. In coming

Political Contributions; Lobbying

The Company has not made any contributions to that decision,any political party, political action committee, or candidate running for a political office at any level in any country. The Company does not engage in any individual lobbying efforts and does not belong to any organization whose primary function is to lobby for political causes.

Code of Ethics

The Company’s Code of Ethics and Business Conduct (the “Code of Ethics”) applies to the Board of Directors is informedand all employees of the NASDAQCompany and SEC rulesits subsidiaries. It provides guidance and standards for maintaining ethical behavior, requires that disqualifyemployees and directors comply with applicable laws and regulations, and prohibits conflicts of interests. The Code of Ethics was revised by the Board of Directors in 2017 to enhance the anti-bribery provisions and guidance with respect to investments in third parties. The Code of Ethics is posted on the Company’s website at http://investor.pctel.com/documents.cfm. In addition, the Company has made available an ethics hotline for anonymously reporting violations of the Company’s policies and procedures. The Audit Committee, together with the Company’s General Counsel, address all matters submitted pursuant to the ethics hotline.

Compensation Committee Interlocks

During 2017, none of Ms. Andreotti, Ms. Haspilaire, or Mr. Brian Jackman, a person from being considered as independent, considers the responses to an annual questionnaire from each director, and reviews the applicable standards with eachlong-time member of the Board of Directors.Directors who retired effective December 31, 2017, was an officer or employee of the Company while serving as a member of the Compensation Committee. In addition, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.

Risk Management

While the Chief Risk Officer and the other executive officers of the Company are responsible for theday-to-day management of the material risks facing the Company, the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its oversight role, the Board of Directors has the responsibility to determine whether the risk management processes designed and implemented by management are adequate and functioning as designed. The involvement of the full Board of Directors in setting the Company’s business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s risk appetite, and its determination of what constitutes an appropriate level of risk for the Company. The Board of Directors has assigned to the Nominating and Governance Committee the responsibility of working with Company management to identify, assess, and quantify risks facing the Company in order to create meaningful but cost-effective strategies to manage the Company’s most significant risks. The Chief Risk Officer provides anin-depth report on the Company’s efforts to identify, assess, quantify and mitigate its most significant enterprise risks semi-annually and the Nominating and Governance Committee in turn updates the full Board of Directors semiannually at regularly-scheduled Board meetings regarding its efforts to manage enterprise risks and reports extensively on these efforts at themeetings. In addition, there is an annual joint annual meeting of the Audit and Compensation Committees.Committees focused on management’s efforts to address enterprise risks. The Board also regularly receives updates from management regarding certain of the significant risks facing the Company, including litigation and various operating risks.

In addition to the Nominating and Governance Committee’s overall enterprise risk management efforts, each committee of the Board of Directors oversees certain aspects of enterprise risk management. For example,

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the Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the audit process, the adequacy of internal controls over financial reporting, and disclosure controls and procedures. The Compensation Committee oversees risks related to the compensation policies and practices. In its oversight, the Compensation Committee examines whether the compensation practice is consistent with the Compensation Committee’s responsibilities (as set forth in “Compensation Discussion and Analysis — Overiew and Responsibilities of the Compensation Committee”) and its philosophy (as set forth in “Compensation Discussion and Analysis — Compensation—Compensation Philosophy”) and is aligned with the Company’s goals and risk tolerance. In evaluating the compensation policies and practices, the Compensation Committee seeks advice and data regarding the Company’s peer group from its independent compensation consultant. In addition to its role in working with management in the overall enterprise risk mitigation efforts, the Nominating and Governance Committee oversees governance related risks, such as board independence and conflicts of interest, as well as management and director succession planning. The committees report their findings to the full Board of Directors.

At itsthe most recent joint meeting of the Audit and Compensation Committees, the members of both Committees reviewed risks applicable tofaced by the Company, focusing on (i) identification and evaluation of risks related to the Company’s strategy and objectives, (ii) the results of the enterprise risk survey in which Board members, executives,executive officers and key managers participated, which identified the participants’ viewtheir views of the most significant risks that the Company faces, and (ii)(iii) the resultsrisks faced by the Company in the areas of a security audit performedcompensation, potential fraud, factory disaster recovery, and cyber risk as well as steps taken by a third party, which identified key areas for the Company to focus its efforts relating to cybersecurity. Management discussed with the joint committees cost-effective steps that will improve security and mitigate identifiedthese risks. The NEOs (as identified in “Compensation Discussion and Analysis—Analysis — Named Executive Officers”) and certain other executive officers attend Board of Directors and committee meetings as needed and are available to address any questions or concerns raised by the Board on risk management-related matters.

Director Nomination Process

Stockholder Recommendation and Nominations.    It is the policy of the Nominating and Governance Committee to consider director candidates recommended by the stockholders holding on the date of submission of such recommendation at least 1% of the then-outstanding shares of PCTEL common stock continuously for at least 12 months prior to such date.

Stockholders desiring to recommend a candidate for election to the Board of Directors should send their recommendation in writing to the attention of theJohn W. Schoen, Corporate Secretary, at the Company’s office located at 471 Brighton Drive, Bloomingdale, Illinois 60108. This written recommendation must include the information and materials required by the bylaws as well as the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company within the last three years and evidence of the required ownership of PCTEL common stock by the recommending stockholder. A copy of the Company’s bylaws is available upon written request to the Corporate Secretary at the address provided above. For a description of the advance notice provision of the Company’s bylaws, see “Deadline for Receipt of Stockholder Proposals and Nominations for 20172019 Annual Meeting of Stockholders” immediately following the “Questions and Answers” section above.on page 5. Additional information regarding stockholder recommendations for director candidates is set forth in the document entitled “Policies and Procedures for Director Candidates” available at http://investor.pctel.com/documentsdisplay.cfm.documents.cfm.

Identifying and Evaluating Nominees for Director.    The Nominating and Governance Committee uses the following procedures for identifying and evaluating any individual recommended or offered for nomination to the Board of Directors:

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Diversity

In addition to the qualifications set forth above, in evaluating the suitability of candidates for the BoardCompensation of Directors

We structure director compensation to attract and retain qualifiednon-employee directors and to further align the Nominatinginterests of directors with the interests of stockholders. The Compensation Committee periodically reviews surveys ofnon-employee director compensation trends and Governancea competitive analysis of peer company practices prepared by the Independent Compensation Consultant. The Committee considers the diversity of the candidates, and of the Board of Directors as a whole, based on factors such as business background, experience and potential contributionsmakes recommendations to the Board of Directors on cash and stock compensation for ournon-employee directors. Each element of director compensation is described in addition to balancing the gender, ethnicity and racial composition of its members. The Nominating and Governance Committee seeks to ensure that the Board of Directors is comprised of individuals with experience in industries that are complementary to the Company’s business and individuals with financial and accounting experience in order to bring diverse business experience, knowledge and perspectives to the Board of Directors.this section.

TheCompensation of Directorsnon-employee

Cash and Stock Compensation. The non-employee directors received an annual cash retainer of $25,000 and shares of common stock with value equivalent to $35,000$55,000 covering the period from the 20152017 annual meeting until this 20162018 annual meeting. (Commencing with this 2016 annual meeting, in addition to the annual cash retainer, the Thenon-employee directors will receive shares of common stock with value equivalent to $55,000.) The non-employee directors also received $1,500 per Board meeting attended (unless the Board meeting was conducted by teleconference, in which case directors received $1,000 for each telephonic meeting in which they participated) and $1,000 per committee meeting attended. In addition, thenon-employee directors received the following additionalfollowing:

All the grants of common stock to thenon-employee directors, as described above, were awarded on the date of the annual meeting (i.e.i.e., June 10, 2015)21, 2017) and vestvested immediately.Non-employee directors who became Chairman of the Board or chair of a committee since the 2017 annual meeting received apro-rated grant of common stock on their first day of service in such role. The number of shares granted was based on the total dollar value divided by the closing price of PCTEL common stock as presented by NASDAQNasdaq on the date of grant.

In addition to the above-referenced grants, newnon-employee directors receive aone-time grant of restricted sharesstock equivalent to $50,000 based upon the closing price of PCTEL common stock as presented by NASDAQNasdaq as of the first date of service, which vests in equal annual installments over three years.

Reimbursements. Each of the non-employee directors is reimbursed for all reasonable out-of-pocket expenses incurred in connection with his or her service on the Board of Directors.18

Director Compensation

Non-Employee Directors’ Compensation for the Fiscal Year Ended December 31, 2015

All directors are welcome to attend the 2016 annual meeting of stockholders. At the 2015 annual meeting of stockholders, Mr. Sinder, Mr. Singer, and Mr. Thomsen were in attendance.

Code of Ethics

The Company’s Code of Ethics and Business Conduct (the “Code of Ethics”) applies to all employees and directors of the Company and its subsidiaries. The Code of Ethics, which provides guidance and standards for maintaining ethical behavior, requires that employees and directors comply with applicable laws and regulations, and prohibits conflicts of interests. The Company also has made available an ethics hotline for anonymously reporting violations of the Company’s policies and procedures. The Code of Ethics is posted on the Company’s website at http://investor.pctel.com/documentdisplay.cfm. The Code of Ethics was revised by the Board of Directors in 2015. Any additional approved revisions to the Code of Ethics will be posted on the Company’s website.

Compensation Committee Interlocks and Insider Participation

During 2015, none of Ms. Andreotti, Ms. Haspilaire, Mr. Jackman or Mr. Levy was an officer or employee of the Company while serving as a member of the Compensation Committee. In addition, no executive officer of the Company served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.

Under the Company’s insider trading policy insiders are prohibited from trading in PCTEL common stock while in possession of material non-public information. To obviate the possibility of hedging the economic risk of ownership, this prohibition extends to trading in derivative securities of the Company, including any put or call options.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of PCTEL common stock based on a review of filings made with the Securities and Exchange Commission as of

April 20, 201613, 2018 by:

Beneficial ownership is determined based on the rules of the SEC. Percent of beneficial ownershipshares beneficially owned is based upon 17,264,58618,291,781 shares of common stock outstanding as of April 20, 2016.13, 2018. In addition, options for shares of common stock underlying options or restricted stock that are exercisable or vested as of April 20, 201613, 2018 or that will become exercisable or vested on or before June 19, 201612, 2018 (60 days subsequent to April 20)13, 2018) are treated as outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of such person and are listed below under the “Number of Shares Underlying Options” column, but those option shares underlying options are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the stockholders listed below have sole voting or investment power with respect to all shares listed beside each stockholder’s name, subject to applicable community property laws.

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COMPENSATION DISCUSSION AND ANALYSIS

Company Overview and Executive Summary

The Company providesPerformanceCriticalTELecom technology solutions to the wireless industry and is a leading global supplier of antennas and wireless network testing solutions. The Company’s precision antennas are deployed in small cells, enterpriseWi-Fi access points, fleet management and transit systems, and in equipment and devices for the Industrial Internet of Things (“IIoT”). We offerin-house design, testing, radio integration, and manufacturing capabilities for our antenna customers. The Company’s test and measurement tools are used to improve the performance of wireless networks globally, with a focus on LTE, public safety, and emerging 5G technologies. Network operators, neutral hosts, and equipment manufacturers rely on our scanning receivers and test solutions to analyze, design, and optimize their networks. The Company focuses its efforts onnon-commodity markets to provide longer product life cycles and greater margin.

The Company enjoyed strong performance in 2017 with improvements over 2016 in revenue, gross profit, EBITDA margin andnon-GAAP earnings per share (“EPS”). Results from continuing operations in 2017 compared to 2016, which excludes the impact of the Company’s 2017 divestiture of its engineering services unit, were as follows: revenue grew 8% to $91.4 million, and Adjusted EBITDA grew 21% to $8.2 million. “Adjusted EBITDA” is anon-GAAP measure defined as operating profit from continuing operations plus depreciation, amortization, impairment of goodwill or intangible assets, and stock-based compensation. The improved results were shared across both the Company’s Connected Solutions and RF Solutions segments. The Connected Solutions segment had a positive performance particularly in its fleet and industrial vertical markets. The RFS segment benefited from the addition of productive new OEM partners and increased demand for its products from U.S.-based operators. Despite our strong year-over-year financial performance, we did not achieve our financial targets set under our 2017 Short-Term Incentive Plan. Accordingly, the payouts under the plan were below target levels.

The most recent publicly-available data collected by the Independent Compensation Consultant indicates that PCTEL’s financial performance in 2017 (based upon its restated financial results after giving effect to the discontinuation of its network engineering services business) as compared with its peer group is the following: the Company’s three-year revenue change is aligned with the 25^th percentile, five-year total shareholder return (“TSR”) is aligned with the 50^th percentile (median);one-year revenue change, three-year EPS growth, return on assets, andone-year net income margin are between the 50^th and 75^th percentiles; return on equity andone-year TSR are aligned with the 75^th percentile; and three-year TSR is above the 75^th percentile.

Named Executive Officers

The purpose of this Compensation Discussion and Analysis is to discuss material information relating to compensation awarded to the following individuals who have been identified by the Compensation Committee as the Company’s “Named Executive Officers” or “NEOs” for the fiscal year ended December 31, 2015:2017:

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Because Mr. SingerNeumann is the Chairmana member of the Board in addition to Chief Executive Officer (“CEO”),of Directors, his biographical information is included under Proposal #1 “Election of Directors — Directors and Nominees.”

Mr. John W. Schoen, 60,62, has been the Company’s Chief Financial Officer, Vice President and Corporate Secretary since November 2001. In September 2013, Mr. Schoen was promoted to Senior Vice President, Chief Financial Officer and Corporate Secretary. Mr. Schoen served as a Business Development Manager at Agilent Technologies, Inc. from July 2000 to November 2001. From May 1999 to July 2000, Mr. Schoen served as Chief Operating Officer and Chief Financial Officer of SAFCO Technologies, Inc. before its acquisition by Agilent Technologies Inc. Prior to this period, Mr. Schoen held various financial positions for over 19 years at Motorola, Inc., including Controller of its Wireless Access and Business Development within Motorola’s Cellular Infrastructure Group. Mr. Schoen received a Bachelor of Science degree in Accounting from DePaul University and is a Certified Public Accountant.

Mr. Rishi Bharadwaj, 42, was promoted toJeffrey A. Miller, 62, has been the Company’s Senior Vice President and General Manager of the ConnectedManager–RF Solutions segment of the Company in March 2015. Prior to his promotion,since January 2017. Mr. Bharadwaj served as Vice President, Global Sales – Connected Solutions from March 2014 to March 2015; Vice President, Global Sales and Product Management from January 2014 to March 2014; Vice President, Product Management – Connected Solutions from July 2012 to January 2014; and Vice President, Product Management – Antenna Product Group from April 2010 to July 2012. Between July 2003 and April 2010, Mr. Bharadwaj held other leadership positions in the Connected Solutions segment. Between September 1996 and June 2003, he held several RF and software engineering roles where he developed data collection and data analytics tools for the cellular industry. Mr. Bharadwaj earned a Bachelor of Science degree in Electrical Engineering and a Master of Electrical and Computer Engineering degree from the Illinois Institute of Technology. He also holds a Master’s degree in Business Administration from Northwestern University’s Kellogg School of Management. He holds a patent for measuring data quality in wireless communication networks.

Mr. Jeffrey A. Miller 60, has served as Senior Vice President, Global Sales--RFSales–RF Solutions sincefrom July 2015.2015 to December 2016. Previously he served as Senior Vice President, Global Sales--ConnectedSales–Connected Solutions from March 2015 to July 2015; Senior Vice President and General Manager, Site Solutions, from November 2014 throughto March 2015; President, Connected Solutions from December 2012 throughJanuary 2013 to November 2014; and prior to that as the Senior Vice President, Sales and Marketing of the Company since April 2010. From October 2006 untilfrom April 2010 Mr. Miller wasto December 2012; and Vice President and General Manager of the Company’s Antenna Products Group.Group from October 2006 until April 2010. From November 2001, when he joined PCTEL, until October of 2006, Mr. Miller served in a number of roles, from Vice President of Engineering through leadership roles in product management, new technology and global sales. Prior to joining PCTEL, Mr. Miller was Functional Manager of Wireless Optimization Products, Wireless Network Test Division ofheld various management and technical positions related to the wireless industry with such companies as Agilent Technologies Inc. from July 2000 to November 2001. From January 1998 to July 2000, Mr. Miller served as Vice President of Engineering of, SAFCO Technologies, Inc. and led its Test and Measurement Group before its acquisition by Agilent Technologies Inc. From September 1992 to January 1998, Mr. Miller was a Principal Consultant with, Malcolm, Miller & Associates providing consulting services to wireless network operators and infrastructure suppliers. From 1978 through September of 1992, Mr. Miller held various technical and management positions at Motorola, Inc.’s Cellular Infrastructure Group. Mr. Miller received a Bachelor of Science degree in Computer Science from the University of Illinois.

Mr. David A. Neumann, 50, was promoted toRishi Bharadwaj, 44, has been the Company’s Senior Vice President and General Manager of the RFManager–Connected Solutions segment of the Companysince November 2016. Mr. Bharadwaj was promoted to Vice President and General Manager–Connected Solutions in March 2015. Prior to his promotion, Mr. NeumannBharadwaj served as Vice President, and General Manager, RFGlobal Sales–Connected Solutions from January 2013 through March 2015, and previously as Global2014 to March 2015; Vice President, ofGlobal Sales for RFand Product Management from January 2014 to March 2014; Vice President, Product Management–Connected Solutions sincefrom July 2012 to January 2014; and Vice President, Product Management–Antenna Product Group from April 2010. From February 2009, when he joined PCTEL, until2010 to July 2012. Between July 2003 and April 2010, Mr. Neumann served as Senior Director of Sales withinBharadwaj held other leadership positions in the Connected Solutions segment. Between September 1996 and June 2003, he held several RF Solutions. Prior to joining PCTEL,and software engineering roles at other companies where he developed data collection and data analytics tools for the cellular industry. Mr. Neumann was the Managing Director of E-magine Communications, LLC, from January 2006 to February 2009. From January 2002 to January 2006, Mr. Neumann served as the Vice President of Sales and Marketing for X-TEL Communications, Inc. From July 1999 to January 2002, Mr. Neumann was the Market Development Director for Acterna, which was later purchased by JDSU. From May 1997, to July 1999, Mr. Neumann was a Principal at Intelinet, Inc. From January 1991 to May 1997, Mr. Neumann served in a number of roles from Vice President of Sales, Marketing and Support through leadership roles in engineering services, product management and sales at SAFCO Technologies, Inc. From June 1987 to January 1991, Mr. Neumann served as a Systems Engineer at Westinghouse Electric Corporation. Mr. Neumann holdsBharadwaj earned a Bachelor of Science degree in Electrical Engineering from The Pennsylvania State University and a Master of Electrical and Computer Engineering degree from Illinois Institute of Technology. He also received a Master’s degree in Business Administration from Northwestern University’s Kellogg School of Management. He holds a patent for measuring data quality in wireless communication networks.

Ms. Shelley J. Bacastow, 58, has been the Company’s Vice President and General Counsel since January 2015. Ms. Bacastow served as the Company’s Assistant General Counsel from June 2014 to December 2014; Senior Corporate Counsel from October 2006 to June 2014; and as outside counsel to the Company from April 2003 to October 2006. Prior to joining PCTEL’s legal department, Ms. Bacastow served as Senior Counsel of the Motorola, Inc. law department from June 1996 to June 2002 where she was the head of the Global Finance Group from 1999 to 2002. She served as a Senior Attorney of the MCI Telecommunications, Inc. law department from June 1995 to June 1996. Ms. Bacastow began her career at the Chicago-based law firm Chapman and Cutler from May 1984 to June 1995. Ms. Bacastow received a Bachelor of Arts degree in Political Science from University of Chicago Booth School of Business.Wisconsin – Madison and a Juris Doctor from Notre Dame Law School.

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Compensation Philosophy

The Compensation Committee’s philosophy in setting compensation policies for the CEO, the other NEOs and certain Vice Presidents (collectively referred to as “executive officers”) and the employees designated as key managers by the CEO based upon their responsibilities and performance (hereinafter referred to as “key managers”) is the following:

Overview and Responsibilities of theDetermining Executive Compensation Committee

The Compensation Committee of the Board of Directors currently consists of Mr. Jackman, Ms. Andreotti, Ms. Haspilaire, and Mr. Levy, each of whom is an independent, non-employee director of the Company. The Compensation Committee reviews its charter on an annual basis and has modified it from time to time, most recently in March 2013. The charter of the Compensation Committee is located on the Company’s website at http://investor.pctel.com/documentdisplay.cfm. The Committee’s primary duties are to (i) provide guidance with respect to general compensation goals and philosophies for the Company’s employees at all levels; (ii) balance the portion of executive compensation at risk and tied to achievement of corporate and business segment financial performance goals established by the Board of Directors with overall enterprise risk; (iii) make recommendations to the Board of Directors with respect to the compensation of the CEO; (iv) review the compensation criteria and proposed total compensation (including salary, bonus, benefits, and incentive compensation) recommended by the CEO for each of the executive officers and key managers of the Company, and approve an appropriate compensation package for each named executive officer which shall be structured consistent with the compensation philosophy (as described in “Compensation Philosophy” above); (v) review the internal pay equity among the CEO, the officers and the key managers; (vi) make recommendations from time to time to the Board of Directors regarding general equity and cash compensation for the outside directors on the Board of Directors; (vii) act as administrator of the Company’s equity incentive plans; and (viii) retain outside consulting, legal or other advisors to assist the Compensation Committee in the execution of its responsibilities.

The Compensation Committee meets at regularly-scheduled quarterly meetings and from time-to-time between quarterly meetings in order to address matters that fall within the Compensation Committee’s responsibilities. Minutes are recorded of all Compensation Committee meetings. The Compensation Committee reports to the Board of Directors regarding recommendations of the Compensation Committee and actions taken by the Compensation Committee pursuant to delegated authority. The Compensation Committee met a total of eight times in 2015, including a joint session with the Audit Committee.

It is the Compensation Committee’s practice to review at least annually all componentselements of compensation for the executive officers and key managers to ensure that the amount and structure of total compensation for each is consistent with its compensation philosophies and objectives.objectives and that the previous year’s advisory vote on named executive officer compensation has been considered. Internal pay equity among the executive officers and key managers is also a factor in the Committee’s assessment of total compensation. With these considerations in mind, the general strategy of the Compensation Committee has been to (i) target total direct compensation for executive compensation betweenofficers and key managers (which includes base salary and short-term and long-term incentive awards) near the median and the 75th percentile of total direct compensation in reference to a peer group of publicly-traded companies and in accordance with other competitive market information in order to attract high-performing executives and key managers who also have opportunities with larger multinational companies, (ii) establish a strong correlation between the level of compensation and the financial performance of the Company compared against its peer group and other companies, and (iii) create incentives that closely align executive compensation with long-term interests of the Company’s stockholders.

Independent Compensation Consultant.    The Compensation Committee relies upon the services of an independent compensation consultant in applyingto inform its judgmentdecisions as to appropriate levels and componentselements of compensation for the named executive officers and key managers.officers. Willis Towers Watson, a global professional services company formerly known as Towers Watson (the “Independent Compensation Consultant”), provides executive compensation consulting services to the Committee, including (i) assistanceassisting with establishing the Company’s compensation goals and objectives, (ii) providing relevant peer group and survey data on the compensation practices of the participating companies, and (iii) advising on industry trends in executive compensation. The Independent Compensation Consultant provides no services to the Company other than the services it provides to the Compensation Committee. The Compensation Committee’s practice is to invite a representative of the Independent Compensation Consultant to attend substantially all Compensation Committee meetings.

The Independent Compensation Consultant has conducted an internal review and has certified that it is an independent advisor to the Compensation Committee and that no conflict of interest exists. Although the fees ofhas sole authority to retain or replace the Independent Compensation Consultant, are paid byand the Company,Committee annually evaluates the Independentengagement and assesses the consultant’s independence in accordance with Nasdaq listing standards. Most recently, the Committee determined that the engagement did not raise any conflict of interest. In reaching this conclusion, the Compensation Consultant is accountable and has direct reporting responsibilityCommittee considered factors relevant to the Compensation Committee. The Independent Compensation Consultant provides no services toconsultant’s independence from management, including the Company other thanfactors set forth in the services it provides to the Compensation Committee.Nasdaq listing standards.

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Survey Data, Peer Groups and Use of Industry Benchmarking Data.    The Compensation Committee uses benchmarking information as one factor to evaluate “total compensation”total direct compensation of the Company’s NEOs (i.e., principally annual salary and short-term and long-term incentive awards).NEOs. The benchmarking information is comprised of survey data which is derived from two independent executive compensation surveys compiled by recognized compensation firms as well as publicly-available data from a peer group of publicly- tradedpublicly-traded companies that are comparable to the Company. The survey data used by the Independent Compensation Consultant is derived from different databases of companies that compare to the Company only in general terms, including broad industry sectors and size of company.

size.

The peer group information is designed to be more specific. The Compensation Committee, with assistance from the Company’s management and guidance from the Independent Compensation Consultant, is responsible for selecting the companies that are included within this peer group and for compiling relevant executive compensation and corporate performance data. Due in part to the lack of small public companies involved in the same combination of industriesactivities as the Company, it is not possible to construct a group of companies with characteristics entirely similar to the Company. The Independent Compensation Consultant therefore compiles data from public companies that, based upon its expertise, are the most similar in terms of industry sector, revenue level, market capitalization, operating and financial characteristics and other relevant factors, and that provide a meaningful comparison for the Compensation Committee.

TheIn order to establish a peer group of companies that wasbetter represents competitors for talent in effect forthe Company’s market and to compare the Company atmore closely with businesses who compete in similar industries and have similar revenue and business complexity, the time whenCommittee adjusted the Compensation Committee setpeer group in September 2017 by omitting three companies (8x8, Inc., CalAmp Corp., and Numerex Corp.) and adding the 2015 executive compensation consists of the 17five companies listed below (the “2015 Peer Group”) with revenues for the most recent publicly available financial information ranging from approximately $44.5 million to $235.9 million and median revenues of approximately $105.7 million:in italics below. The current peer group members are:

In September 2015, the Committee revised the peer group to eliminate five companies, each of which was acquired since the establishment of the 2015 Peer Group rendering relevant information for such companies unobtainable. In order to maintain a robust peer group for purposes of comparison, the following three companies were added to the Company’s peer group: Aerohive Networks, Inc., Clearfield, Inc., and Novatel Wireless, Inc. The resulting 15 members of the peer group in effect at the time the Compensation Committee set the 2016 executive compensation (the “2016 Peer Group”) are set forth below:

The compensation data derived from the 2015 Peer Group and the 2016 Peer Grouppeer group consisted of the then-most recent publicly available annual and long-term compensation amounts. The financial performance data derived from the 2015 Peer Group and 2016 Peer Grouppeer group included(i) one-year and three-year revenue change, (ii) net income margin, (iii) change (iii) net profit margin,in earnings per share (“EPS”), (iv) return on assets, equity and invested capital, and(v) one-year, three-year and five-year total stockholder return.return (“TSR”). The Independent Compensation Consultant provided a comprehensive pay-for-performancecompensation assessment analysis in connection with the Compensation Committee’s evaluation of executive compensation, comparing levels of compensation, expressed in dollars and percentages, against both compensation and performance data contained in the survey and peer group information.

Annual Compensation Process

.The Company considered the results of theSay-on-Pay proposal presented to the shareholdersstockholders for approval in 2015.2017. In light of the 96% support the proposal received, the Company’s compensation policies and decisions, explained in detail in this Compensation Discussion and Analysis, continue to beremain focused on long-termsustainable financial performance to drive stockholder value. The Company intends to hold an advisory vote on executive compensation (Say-on-Pay) on an annual basis.

The compensation of the CEO, the other executive officers and the key managers is established prior to the end of the first quarter of the fiscal year. The Compensation Committee has full authority to determine the compensation of the executive officers (other than the CEO) and key managers of the Company. The CEO’s compensation must be approved each year by the non-employee directors of theindependent Board of Directorsmembers based on the recommendation of the Compensation Committee. In making its recommendation with respect to the CEO’s compensation, the

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Compensation Committee takes into consideration, among other factors, the Company’s financial results and the results of a performance evaluation of the CEO for the preceding year. The annual evaluation of the CEO’s performance is based upon evaluation forms circulatedconducted by the Nominating and Governance Committee andthrough an electronic survey completed by allnon-employee directors with respect Board members. It requires each independent Board member to assess the CEO’s performance, as measured by the ability to meet financial performance objectives of the Company, conduct succession planning, execute strategic plans, exhibit leadership, and maintain good relationships with the stockholders, the Board of Directors and other stakeholders of the Company. At the time of this performance evaluation, the Compensation Committee solicits guidance from the Board of Directors as to the general elements that should be addressed in the CEO’s total compensation package for the upcoming year. In addition, theThe Chair of the CompensationNominating & Governance Committee as well asreports the Lead Independent Director, will solicit input fromresults to the CEOother independent Board members in the course of the Compensation Committee’s formulation of its recommendation.

executive session and moderates a discussion thereof.

In formulating its recommendation to the Board of Directors with respect to the CEO’s compensation, the Compensation Committee exercises its judgment, taking into account the results of the Nominating and Governance Committee’s survey and discussion, any investor input that may have been received, and the comparative data and advice of the Committee’s Independent Compensation Consultant (as described in “Overview and Responsibilities of the“Determining Executive Compensation Committee–—Independent Compensation Consultant” above). The Compensation Committee’s discussions of the elements of compensation for the CEO are conducted in a closed session, typically with its Independent Compensation Consultant in attendance but with no Company employees present. The Chair of the Compensation Committee solicits input from the CEO in the course of the Compensation Committee’s formulation of its recommendation; however, the CEO is not permitted to participate in the deliberations by the Board of Directors in its evaluation of the Compensation Committee’s recommendation for CEO compensation.

In establishing compensation for the executive officers (other than the CEO), the Compensation Committee relies on (i) insights provided by the CEO as to their respectiveeach executive officer’s individual performance, (ii) the compensation data compiled by the Independent Compensation Consultant, and (iii) the Company’s compensation philosophy, as described in “Compensation Philosophy” above. The CEO attended 6five of the 8seven Compensation Committee meetings in 20152017 in order to provide his insight on the contributions made by various executive officers and key managers. After consulting with its Independent Compensation Consultant and the CEO,referenced materials, the Compensation Committee, in its discretion, sets the annual compensation for the executive officers and key managers, including salary, short-term equity incentives and long-term equity incentives.

Summary of Principal Elements of Executive Compensation

The principal elements included in executive compensation for the executive officers and key managers are the following, each of which is briefly described below:

1.   Annual salary;

2.   Annual incentive awards administered under the Short-Term Incentive Plan;

3.   Equity awards administered under the Long-Term Incentive Plan;

4.   Change of Control and severance benefits; and

5.   Medical and other standard benefits.

1. Annual Salary. The Compensation Committee uses salary as the principal element of cash compensation which is not “at risk.” In determining the level of annual salary, the Compensation Committee considers the performance, experience and responsibilities of the executive officer or key manager, and seeks to establish an annual

1.

Base salary which is the principal element of cash compensation that is not “at risk.” In determining the level of base salary, the Compensation Committee considers the performance, experience and responsibilities of the executive officer or key manager and seeks to establish a base salary that is competitive with those paid to comparable executive officers and key managers based upon benchmarking data.

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Summary of 2017 Compensation Results

Base Salaries.    The base salary of each NEO was increased in 2017 in order to remain competitive with the salaries of comparable executive officers within the peer group. The base salaries of the NEOs for 2017 and key managers at its benchmark companies. A competitive annual salary is essential to the Company’s ability to hire and retain executive officers and key managers.2016 are set forth below:

Base Salaries for Named Executive Officers

“Adjusted EBITDA” is anon-GAAP measure defined as operating profit from continuing operations plus depreciation, amortization, impairment of goodwill or intangible assets, and stock-based compensation. For purposes of Adjusted EBITDA at the business segment objectives. In establishinglevel, corporate costs are not allocated to the objectives and setting the targets under the Short-Term Incentive Plan, the Compensation Committee takes into consideration the following factors:business segments.