SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

PCTEL, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

A LETTER FROM OUR CEO

Dear Fellow Stockholders,

I would like to thank you for your investment in PCTEL and I hope this letter finds you safe and healthy. We appreciate your confidence in our business, and we look forward to delivering on our objectives and driving growth as the global economy improves through 2021.

The coronavirus pandemic created wide-ranging social and economic impacts in 2020. Reduced real time interaction, work from home initiatives, and limited access to industrial infrastructure reinforced the importance of reliable wireless connectivity and automation. Our wireless technologies and products are needed more than ever as our customers transition to remote monitoring, analytics and control solutions facilitated by wireless and industrial IoT applications.

Our first priority early in 2020 was to keep our employees safe during the pandemic. We quickly implemented work from home programs, added safety equipment, and updated our policies to support our onsite employees. Our second priority was to keep in close contact with our customers and suppliers to limit potential disruptions. The organization responded quickly and we were able to keep our factories operational, manage supply chains and meet customers’ needs.

By protecting our workforce and working closely with customers, we were able to continue development of important products, including our industry-leading 5G scanning receivers and industrial IoT (IIoT) products. The demand for our 5G test and measurement tools for both legacy frequency ranges and mmWave bands remained strong across North America and Northeast Asia, including China, Korea, Japan and Taiwan. We won significant bids for antennas with integrated electronics and we introduced our IIoT devices, including access points, interface cards and wireless sensors, to existing and new customers for integration into their solutions.

Despite our progress during the pandemic, it extended the development cycle for our antenna products and created challenges in supply chains and shipping which impacted our financial results. Although our 2020 financial performance did not meet our expectations, the underlying need for reliable wireless connectivity across our target markets remains strong. We continue to execute our strategies to develop IIoT connectivity solutions, develop antenna systems with more active electronics and deploy leading 5G test and measurement systems globally. As general economic conditions improve in 2021, we believe that we are well-positioned to address the complex RF challenges of wireless connectivity to grow the business and create value for all shareholders.

Your vote is important. Whether or not you plan on attending the annual meeting virtually, we encourage you to vote your shares to make certain that you are represented at the meeting.

Bloomingdale, IL

April 12, 2021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 26, 2021

11:00 a.m. Central Time

To Our Stockholders:

The 20162021 annual meeting of stockholders of PCTEL, Inc., a Delaware corporation, will be held on Tuesday, June 14, 2016Wednesday, May 26, 2021 at 4:30 p.m. local time at Millennium Broadway Hotel, 145 West 44th Street, New York, New York 1003611:00 a.m. Central Time virtually via live audiocast, for the following purposes:

2.    A non-binding, advisory vote to approve the Company’s named executive officer compensation;

The foregoing items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of record at the close of business on April 20, 2016March 29, 2021 are entitled to notice of, and to vote at, the meeting.

Pursuant to the rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or about May 4, 2016, a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners at the close of business on April 20, 2016. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Notice of Internet Availability of Proxy Materials. These proxy materials will be available free of charge.

Your participation in the annual meeting is important. You can vote by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signing the proxy card enclosed with those materials and returning it in the envelope provided. If you wish to attend the annual meeting in person, you must bring evidencevirtually, instructions for doing so via the Internet, including how to demonstrate proof of yourstock ownership, asare posted at www.virtualshareholdermeeting.com/PCTI2021. Stockholders may vote and submit questions while attending the annual meeting virtually via the Internet.

A list of April 20, 2016, or a valid proxy showing that you are representing a shareholder.

All stockholders are cordially invitedentitled to attend the meeting in person. However, to assure your representationvote at the meeting you are urgedwill be available for examination by any stockholder for any purpose relevant to deliver your proxy by telephone or the Internet or to mark, sign, date and return the proxy card as promptly as possible. Any stockholder attending the meeting may votefor at least ten days prior to May 26, 2021. Please e-mail company.secretary@pctel.com if you wish to examine the stockholder list prior to the virtual annual meeting. The stockholder list will be available in person, even if he or she has previously returned a proxy.electronic form during the annual meeting online at www.virtualshareholdermeeting.com/PCTI2021.

Sincerely,
	Shelley J. Bacastow
	MARTIN H. SINGER
	Senior Vice President, Chief ExecutiveLegal Officer and Chairman of the Board of Directors Company Secretary

Bloomingdale, IL

May 4, 2016April 12, 2021

471 Brighton Drive

Bloomingdale, Illinois 60108 TABLE OF CONTENTS

DISCRETIONARY VOTING AUTHORITY

PCTEL, INC.

PROXY STATEMENT FOR THE

2021 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

The Board of Directors of PCTEL, Inc. is soliciting proxies for the 20162021 annual meeting of stockholders. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the annual meeting. Please read it carefully.

Our Board of Directors has set April 20, 2016March 29, 2021 as the record date for the meeting.annual meeting (the “Record Date”). Stockholders of record at the close of business on April 20, 2016the Record Date are entitled to attend and vote at and attend the annual meeting, with each share entitled to one vote. There were 17,264,58618,518,515 shares of our common stock outstanding on the record date. On the record date, theRecord Date. The closing price of our common stock on the NASDAQNasdaq Global Select Global Market on the Record Date was $4.65$7.25 per share.

This proxy statement is being made available on or about May 4, 2016April 12, 2021 to stockholders entitled to vote at the annual meeting.

In this proxy statement:

QUESTIONS AND ANSWERS

If your shares are registered directly in your name, you are considered to be a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to persons designated by the Company (as specified in the answer to the immediately preceding question) or to a third party. You may also attend the annual meeting and vote by following the instructions for attending the meeting via the Internet, including how to demonstrate proof of stock ownership, posted at the Internet site listed in the preceding paragraph. See also the answers to “How do I attend the annual meeting?” above and “How do I vote?” below.

If you hold your shares in street name, you should follow the voting instructions provided to you by the organization that holds your shares.

A beneficial owner may also attend the annual meeting and vote. Instructions for attending the annual meeting via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PCTI2021.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS AND NOMINATIONS FOR

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

2022 ANNUAL MEETING OF STOCKHOLDERS

Stockholders are entitled to present proposals for action and director nominations at the 20172022 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 CorporateCompany Secretary at the following address: 471 Brighton Drive, Bloomingdale, Illinois 60108, Attention: John W. Schoen, CorporateShelley J. Bacastow, Company Secretary, on or prior to the deadline for receiving such proposals and nominations.

Proposals for the 20172022 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 13, 2021 and must comply with the procedures of Rule 14a-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 20172022 annual meeting of stockholders outside the procedures of Rule 14a-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 first anniversary of the date of our proxy statement for the previous year’s annual meeting of stockholders. For purposes of the 20172022 annual meeting of stockholders, this means that such proposals or nominations must also be received by January 4, 2017.December 13, 2021. A copy of the relevant bylaw provision is available upon written request to our CorporateCompany Secretary at the address provided above.

Discretionary Voting Authority

DISCRETIONARY VOTING AUTHORITY

The accompanying proxy card grants the proxy holders discretionary authority to vote onupon any business raisedother matter properly presented at the annual meeting. If you failmeeting, or any postponement or adjournment thereof, and they may name others to comply withtake their place. In the advance notice provisions set forth above in submittingevent that any of the nominees is unable or declines to serve as a proposal or nomination fordirector at the 2017time of the annual meeting, of stockholders, the proxy holdersproxies will be allowedvoted for any nominee who shall be designated by the present Board of Directors to use their discretionary voting authority if such a proposal or nomination is raised at that meeting.fill the vacancy.

SUMMARY OF PROPOSALS

The Board of Directors has included three proposals on the agenda for our 20162021 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 20192024 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 staggered three-year terms. Additional information about the election of directors and a biography of each nominee begins on page 6.8. Additional information about the Company’s corporate governance practices begins on page 18.

The Board of Directors recommends athat stockholders vote “FOR” the election of each of the twoClass I director 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 a non-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 10.14.

The Board of Directors recommends athat stockholders vote “FOR” approval of the Company’s named executive officer compensation.

Named Executive Officer Compensation.

Proposal #3: Ratification of the appointmentAppointment of theour 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, 2016.2021. More information about this proposal begins on page 11.15.

The Board of Directors recommends athat stockholders 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.

PROPOSAL #1

ELECTION OF DIRECTORS

Classification of Board of Directors

PCTEL has a classified Board of Directors, currently consisting of three classes. At each annual meeting of stockholders, one classclasses of directors is elected for a term of three years to succeed thoseserve staggered three-year terms. There are currently two Class I directors whose terms expire on theare expiring at this 2021 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 stockholder2022 annual meeting, and three Class III directors whose terms are expiringwill expire at the 20172023 annual stockholdermeeting.

Nominees

The Board of Directors has nominated current Class I directors Cindy K. Andreotti and Cynthia A. Keith for election at this 2021 annual meeting. In order to create continuity onMs. Andreotti joined the Board of Directors in anticipation2013 and currently serves as Chairman of a planned retirement at this 2016 annual meeting of Carl Thomsen, who has servedthe Nominating and Governance Committee and as a Class II director since 2001, in November 2015member of the number of directors was expanded to eight andCompensation Committee. Ms. Keithjoined the Board of Directors appointed Ms. Gina Haspilairein 2018 and currently serves as the third Class I director. The Board has nominated Ms. Haspilaire to fill the Class II vacancy. The result 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 configurationmember of the Board to two directors in Classes IAudit and IINominating and three directors in Class III. The nominees for Class II directors are indicated in the section “Nominees” immediately below.

Nominees

On the recommendation of the Board of Directors,Governance Committees. Information about the nominees for election at the 2016 annual meeting of stockholders as Class II directors are Gina Haspilaire and M. Jay Sinder whose biographies areis set forth below in “Directors“Board Composition, Experience and Nominees” below.Diversity.” 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.

2024 and until a 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.

Board Composition, Experience and Diversity

The Nominating and Governance Committee has sought diversity in Board members’ skill sets, business experience, financial and accounting experience, educational achievements, potential contributions, gender, race and ethnicity with a goal of bringing diverse business experience, knowledge and perspectives to the Board of Directors. The Company believes diversity on the Board of Directors better reflects the diversity of the Company’s employees, customers and other stakeholders, and promotes improved employee recruiting and retention. The Board is currently comprised of three women and four men. The Board members also have diverse business experience and areas in which they contribute expertise as indicated in the chart below.

Board of Directors

Composition, Experience and Diversity

The following sets forth biographical information as to the business experience and directorships of each of the nominees for Class I of our Board of Directors and each of our directors for the past five years.

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” 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.

PROPOSAL #2

Directors and Nominees

The following table sets forth certain information regarding the current directors and director nominees to be elected at the 2016 annual meeting of stockholders: 

ADVISORY 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 a non-binding, advisory vote, as required by the Dodd-Frank Act. This non-binding, advisory vote is commonly referred to as “say-on-pay.” Although the vote is not binding on the Company or the Board of Directors, the vote provides stockholders with an additional means to express their views about compensation for the named executive officers. The outcome of the annual vote has been and will continue to be taken into account by the Board of Directors and the Compensation Committee in making future determinations about named executive officer compensation. The Board is requesting that the stockholders approve the following resolution on an advisory basis:

“RESOLVED, that the stockholders hereby APPROVEshareholders of PCTEL, Inc. approve, on an advisory basis, the compensation ofpaid to the Company’s named executive officers, as disclosed pursuant toin PCTEL’s Proxy Statement for the compensation rules2021 annual meeting of the SEC,stockholders, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion disclosed in this proxy statement.”

discussion.

The compensation of the Company’s named executive officers is described in theunder “Executive Compensation Discussion and Analysis section of this proxy statement, including the compensation tables that accompany the narrative.Other Matters,” commencing on page 27. 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 significant portion of each named executive officer’s overall compensation is performance-based and tied to the achievement of defined goals. PaymentsThe goals for boththe long-term and short-term incentivesincentive plans were defined in February 2020. Although the COVID-19 pandemic and long-term incentives will be made in restricted stock.

The proposal to approve the compensation ofrelated global economic recession impacted the Company’s named executive officers requiresbusiness, the Compensation Committee did not modify the defined 2020 goals. Short-term incentives are paid 50% in the Company’s common stock and 50% in cash; however, no payment was made pursuant to the 2020 Short-Term Incentive Plan. Long-term incentives are awarded in the Company’s common stock.

Vote Required and Recommendation

The affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote at the annual meeting. Accordingly, broker non-votes will not be relevant to the outcome. Abstentionsmeeting will be counted as being present and entitledrequired to vote for purposes of Proposal #2 and, therefore, will have the same effect as a vote against Proposal #2. Becauseapprove this vote isnon-binding 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.proposal.

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

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

PROPOSAL #3

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 and internal control over financial reporting for the fiscal year ending December 31, 2016.2021. This appointment is being presented to the stockholders for ratification at the 20162021 annual meeting of stockholders.

Before selecting Grant Thornton LLP as the independent registered public accounting firm for the Company forCompany’s 2021 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 with similarly-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 of non-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. Representatives of Grant Thornton LLP are expected to be available by telephone atwill attend the 20162021 annual meeting of stockholders to answer appropriate questions from stockholders.stockholders and will have the opportunity to make a statement if they desire to do so.

Notwithstanding the selection by the Audit Committee of Grant Thornton or stockholder ratification of that selection, the Audit Committee may appoint 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. While stockholder ratification of Grant Thornton’s appointment is not required by law or otherwise, if the selection of Grant Thornton is not ratified at the annual meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment.

Summary of Fees

The following table summarizes the aggregate fees billed to the Company by Grant Thornton LLP for the Company’s 20142020 and 20152019 fiscal years:

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 and non-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 and approved all audit, audit-related and other fees for services provided to the Company by Grant Thornton during fiscal 2020 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 or represented by proxy and entitled to vote at the annual meeting will constitutebe required to approve this non-binding advisory proposal.

The Board of Directors recommends that stockholders vote “FOR” the 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 entitledfor the fiscal year ending December 31, 2021.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Notwithstanding any statement to vote for purposesthe contrary in any of Proposal #3 and, therefore, will haveour previous or future filings with the same effect as a vote against Proposal #3. Notwithstanding the selection bySEC, this report of the Audit Committee of the Board of Directors shall not be deemed “filed” with the SEC or “soliciting material” under the Securities Exchange Act of 1934, and shall not be incorporated by reference into any such filings.

During the Company’s 2020 fiscal year, the Audit Committee of our Board of Directors consisted of Mr. Sinder (Chair), Ms. Keith and Mr. Levy, each of whom meets the Nasdaq independence and experience requirements. The Audit Committee operates under a written charter. A new Audit Committee charter was adopted by the Board of Directors at the recommendation of the Audit Committee in February 2021. A current version of the Audit Committee charter is available on our website at http://investor.pctel.com/documents.cfm.

The Audit Committee reviews management’s procedures for the design, implementation, and maintenance of a comprehensive system of disclosure controls and procedures focused on the accuracy of our financial statements and disclosures contained in our periodic reports, as well as the integrity of our financial reporting systems. As part of this review, the Audit Committee discusses with management and Grant Thornton LLP or stockholder ratification of that selection, the Audit Committee may direct the appointment of a new(“Grant Thornton”), our independent registered public accounting firm, at any time duringtheir evaluation of the year ifeffectiveness of our internal control over financial reporting (including improvements to our internal control that may be warranted) and the overall quality of the Company’s financial reporting. The Audit Committee provides our Board of Directors with the results of the Committee’s examinations and recommendations and reports to the Board of Directors as the Committee may deem necessary to make the Board of Directors aware of significant financial matters that require the Board of Directors’ attention.

The Audit Committee relies on management’s representation that our financial statements have been prepared accurately and in conformity with United States generally accepted accounting principles, on the representations of Grant Thornton included in its report on our financial statements, and on the effectiveness of our internal control over financial reporting, and does not itself conduct auditing reviews or audit procedures. The Audit Committee has adopted a written policy that is intended to encourage our employees to bring to the attention of management and the Audit Committee determines that such a change would be inany complaints regarding the best interestintegrity of our internal financial controls or the Companyaccuracy or completeness of financial or other information related to our financial statements.

The Audit Committee reviews reports from, and the stockholders. If the selection ofprovides guidance to, Grant Thornton LLPwith respect to their annual audit and approves all audit and non-audit services provided by Grant Thornton in accordance with applicable regulatory requirements. The Audit Committee considers whether the provision of particular non-audit services is not approved at the annual meeting,compatible with maintaining Grant Thornton’s independence as our independent public accounting firm.

In accordance with its responsibilities, the Audit Committee will investigatehas reviewed and discussed with management the reasonaudited financial statements for the rejectionyear ended December 31, 2020 and reconsider the appointment.process designed to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee has also discussed with Grant Thornton the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee has received the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton its independence.

Based on these reviews and discussions, the Audit Committee recommended to our Board of Directors that our audited financial statements for the year ended December 31, 2020 be included in our Annual Report on Form 10-K.

Respectfully submitted by:

THE AUDIT COMMITTEE

M. JAY SINDER (CHAIR)

CYNTHIA A. KEITH

STEVEN D. LEVY

CORPORATE GOVERNANCE

PCTEL is committed to corporate governance practices that serve the long-term interests of our stockholders, that facilitate effective Board oversight of our business, that are transparent, and that reinforce our accountability to stockholders. PCTEL is also committed to engaging in ongoing, open dialogue with stockholders.

Independence

The Board of Directors recommendshas determined that stockholders vote “FOR”each of the ratificationnon-employee directors is an “independent director” based on the Nasdaq listing standards and that the members of the Audit and Compensation Committees fulfill additional SEC and Nasdaq independence standards applicable to members of those committees. 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 a non-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.

Certain Relationships and Related Person Transactions

For each of Grant Thornton LLP asthe last two completed fiscal years of the Company, no director, director nominee, executive officer, beneficial owner of more than 5% of PCTEL common stock, or any person who is the immediate family member or shares the household (other than a tenant or employee) of any of the foregoing persons, had any material interest, direct or indirect, in any transaction or proposed transaction of the Company which involved an amount exceeding the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years.

Board Leadership Structure

The roles of Chairman of the Board and Chief Executive Officer are separated in order to allow the Chief Executive Officer to focus on setting the strategy for the Company, providing day-to-day leadership to the Company’s employees, driving the Company’s performance and engaging with stockholders. The Chairman of the Board provides guidance and independent registered public accounting firm.oversight, approves Board meeting agendas, serves as a liaison between directors and management, coordinates communication among the committees and the directors, presides over the meetings of the Board of Directors and participates in certain negotiations involving potential combination transactions. Mr. Levy was elected effective January 2, 2017 to serve as independent Chairman of the Board until such time as a successor is elected. The Board of Directors evaluates the chairmanship of the Board of Directors each year and confirmed Mr. Levy as Chairman of the Board in February 2021.

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 Mr. ThomsenMs. Keith and Mr. Sinder qualifieseach qualify 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 eightnine meetings during fiscal 2015, including one meeting2020 and a subcommittee of the subcommittee formed to consider the acquisitionBoard of Nexgen Wireless, Inc.Directors held four additional meetings. During 2015,2020, each of the directors other than Ms. Haspilaire who became a director in November 2015, attended at least 75%100% of the total number of meetings of the Board of Directors and any committeethe meetings of the subcommittee and standing committees on which such director served. The Company encourages its directors to attend the annual meeting of stockholders, and all directors were in attendance at the 2020 virtual annual meeting of stockholders.

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. The meetings indicated indocuments.cfm.

Director Nomination Process

Stockholder Recommendations.    It is the chart above include a joint meetingpolicy of the membersNominating 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 Auditthen-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 Company 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 our Policies and Procedures for Director Candidates. A copy of the Company’s bylaws is available upon written request to the Company 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 2022 Annual Meeting of Stockholders” beginning on page 5. Our Policies and Procedures for Director Candidates are available at http://investor.pctel.com/documents.cfm.

Identifying and Evaluating Nominees for Director.    The Nominating and Governance Committee and Compensation Committee in November 2015.

Board Leadership Structureevaluates potential director nominees, whether recommended by stockholders or other sources, based upon the following criteria:

The Nominating and Governance Committee seeks diversity in Board members’ skill sets, business experience, financial and accounting experience, educational achievements, potential contributions, gender, race and ethnicity with a goal of bringing diverse business experience, knowledge and perspectives to the Board of Directors.

Compensation of Directors

We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the Company, their insight intointerests of stockholders. The Compensation Committee annually reviews surveys of non-employee director compensation trends and a competitive analysis of peer company practices prepared by Willis Towers Watson LLP, the industries in whichindependent compensation consultant engaged by the Company is engaged, and their knowledge of the challenges and opportunities arising in this evolving economy placeCompensation Committee. The Committee makes recommendations to the Board of Directors on cash and stock compensation for non-employee directors. Each element of director compensation is described in this section.

Non-employee directors receive an annual cash retainer of $25,000 and shares of common stock with a grant date fair value of $55,000. Non-employee directors also receive $1,500 per regularly-scheduled Board meeting attended and $1,000 for all other Board meetings and all committee meetings attended. In addition, non-employee directors receive the best position to determine the optimalfollowing annual compensation for Board leadership structure for the Company. The Board of Directors has determined that combining the roles ofand committee membership:

All the grants of common stock to the non-employee directors, as a Directordescribed above, are awarded on the Company’s Board in 1999, becamedate of the non-executiveannual meeting and vest immediately. Non-employee directors who become Chairman of the Board, chair of a committee, or a committee member between annual meetings receive a pro-rated grant of common stock on the first day of service in February 2001, and subsequently becamesuch role. The number of shares granted is based on the Chief Executive Officertotal dollar value divided by the closing price of PCTEL common stock on the Nasdaq Global Select Market on the date of grant.

In addition to the above-referenced grants, new non-employee directors receive a one-time grant of restricted stock with a grant date fair value of $50,000 based upon the closing price of PCTEL common stock on the Nasdaq Global Select Market as of the first date of service, which vests in October 2001. equal annual installments over three years.

2020 Director Compensation

principal financial officer and principal accounting officer. It 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 Code of Ethics is posted on the Company’s website at http://investor.pctel.com/documents.cfm. In addition, the Company to move decisively to meet challenges and maximize opportunitieshas made available an ethics hotline for growth. The Board of Directors maintains independent and effective oversightanonymously reporting violations of the Company’s business through the strong leadership provided by the Lead Independent Director (as defined in the immediately succeeding paragraph)Code of Ethics or any other policies and the Board committees, and through the composition of the Board, with all directors other than theprocedures. The Chairman being independent directors.

Mr. Jackman is currently the lead independent director of the Board of Directors, (“Lead Independent Director”). As Lead Independent Director, his principal responsibilities are (i) working withChair of the Chairman and Chief Executive OfficerAudit Committee, and the other members of the Board of Directors to set the agenda for each meeting of the Board of Directors, (ii) serving as a liaison for communications between 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 theCompany’s General Counsel regarding communications received fromor Chief Legal Officer address all matters submitted pursuant to the stockholders.ethics hotline.

Independence

Hedging

The Board of Directors has determinedbelieves that hedging transactions that allow holders to own the non-employee directors are “independent directors” based onCompany’s securities without the NASDAQfull risks and SEC standards for independence. Only independent directors may serve onrewards of ownership separate the Audit, Compensation and Nominating and Governance Committees. In determining the independenceholder’s interest from those of the directors,other stockholders. Accordingly, the Board of Directors affirmatively determines whetherhas adopted a non-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 to that decision, the Board of Directors is informedpolicy forbidding directors, officers, and employees of the NASDAQCompany or its subsidiaries and SEC rulesany independent contractor to the Company or its subsidiaries or any person acting on their behalf from purchasing any financial instrument (e.g., prepaid variable forward contracts, equity swaps, collars or exchange funds) or otherwise engaging in any transactions that disqualify a person from being considered as independent, considershedge or offset any decrease in the responses to an annual questionnaire from each director, and reviews the applicable standards with each membermarket value of the BoardCompany’s securities or limit such person’s ability to profit from an increase in the market value of Directors.the Company’s securities.

Risk Management

WhileThe Chief Risk Officer and the other executive officers of the Company are responsible for the day-to-day management of the material risks facing the Company. The Company has adopted a system of identifying, classifying, monitoring and mitigating risks. Risks identified through surveys of executive officers and key managers are classified in the following categories: no serious concern, a potential concern, or a serious concern. Each risk is then assigned to an individual employee to monitor and, where possible, to mitigate. The individual to whom each risk is assigned reports to the Chief Risk Officer each fiscal quarter as to (i) whether the assigned risk has increased, decreased, remained the same or should be removed from consideration as a significant risk, and (ii) steps taken to address the assigned risk. The Chief Risk Officer provides a report to the Board of Directors at regularly-scheduled Board meetings on the Company’s efforts to identify, classify, monitor and mitigate its most significant enterprise risks and gives a more in-depth report from time-to-time to the Nominating and Governance Committee and annually at the joint meeting of the Audit and Compensation Committees regarding risk.

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 and its determination 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.Company are key parts of its oversight of risk management. 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 NominatingIn addition, the Audit and Governance Committee updates the full Board of Directors semiannually at Board meetings regarding itsCompensation Committees hold a joint meeting focused on management’s efforts to manageaddress enterprise risks and reports extensively on these efforts atrisks. At the most recent joint annual meeting of the Audit and Compensation Committees.Committees, the members of both Committees focused on, among other topics, self-assessment of the Company’s enterprise risk management program; the impact of certain changes in the Company’s business strategy on management’s assessment of certain risks; the Company’s approach and preparedness to address unexpected or adverse events; cyber risk mitigation; fraud risk mitigation; and disaster recovery plans by product line. The Board of Directors also regularly receives updates from management regarding certain of the significant risks facing the Company, including litigation and various operating and competitive risks.

In addition to the Nominating and Governance Committee’s overall enterprise risk management efforts, eachEach committee of the Board of Directors oversees certain aspects of enterprise risk management. For example,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, board independence, and management and director succession planning. The Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the audit process, the adequacy of internal controlscontrol over financial reporting, and disclosure controls and procedures.procedures, and related party transactions. The Compensation Committee oversees risks related to the compensation policies and practices.practices and human capital. In its oversight, the Compensation Committee examines whether the Company’s compensation practice is consistent with the Compensation Committee’s responsibilities (as set forth in “Compensation Discussionpolicies and Analysis — Overiew and Responsibilities of the Compensation Committee”) and its philosophy (as set forth in “Compensation Discussion and Analysis — Compensation Philosophy”) and ispractices are aligned with the Company’s goals and risk tolerance.

Environmental, Social and Governance

Acting with integrity, fairness and respect is one of our core values. This core value guides us in dealing with our stakeholders, customers, suppliers and the communities in which we conduct our business. It is the basis upon which we examine how we treat our employees, other stakeholders and the environment. In evaluating2020, 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 NominatingCompany adopted an Environment, Social and Governance Committee oversees(ESG) statement to establish a benchmark for our efforts in protecting the environment, promoting the health, safety and employment opportunities of our employees and engaging in corporate governance related risks, such as board independencepractices that reflect ethical and conflictsresponsible behavior and to encourage continuous improvement in these areas.

Environment. PCTEL is committed to environmental stewardship. We have invested in capital improvements to our facilities, making them safer for the environment and our employees. Recently, we have taken additional energy saving measures, including streamlining and automating many of interest,our production processes and installing LED lights, programmable thermostats, a new roof, and more efficient HVAC units on our premises. We recycle electronics, plastic, paper, cardboard, and metals, as well as managementcustomer products that are returned to PCTEL for trade-in or disposal. We have eliminated many plastic packing materials and director succession planning. The committees report their findingsreplaced them with cardboard material and installed box-making machinery to reduce cardboard consumption. We reduced the use of packaging foam and substituted biodegradable material. In addition, we have retained experts to advise us in connection with the protected wetlands near our Bloomingdale, Illinois production facility. Our goal is to continue to seek cost-effective methods to reduce our environmental impact.

Social. PCTEL is committed to the full Boardhealth and safety of Directors.

At its most recent joint meetingour employees. We are proud to report that during the COVID-19 pandemic, we proactively took protective measures and were successful in preventing an outbreak of the Audit and Compensation Committees, the members of both Committees reviewed risks applicablevirus among our production employees. We provided paid leave to US-based production employees who were exposed to the Company, focusing on (i)virus beyond federal and state requirements and proactively closed the resultsproduction facilities for two weeks during an expected surge in COVID-19 cases. In addition, we extended paid leave throughout 2020 for employees deemed “at-risk” so they would not feel compelled to report to work for economic reasons. We installed automated or touchless doors, drinking fountains, faucets, toilets, and dispensers and established new operating procedures for working distantly but together in our production facilities and offices. As a result of these measures, our production facilities continued to operate throughout 2020 and we did not furlough or terminate any employees as a result of the enterprise risk surveyCOVID-19 pandemic. During the second quarter of 2020, the Company began conducting surveys of employees’ issues and concerns related to the COVID-19 pandemic and the CEO hosted bi-monthly “town hall” meetings at which he informed employees of the Company’s challenges and progress throughout the pandemic and addressed their written comments and questions. The Company believes that this outreach helped to connect employees and align the Company’s and employees’ interests during the pendency of the pandemic.

More generally, PCTEL is committed to protecting, educating, training, and supporting our employees and encouraging them to be involved and make a difference in their communities. We provide our employees with healthcare and other wellness benefits that exceed the norms for our industry and size, including quality comprehensive health and dental care insurance, Company-paid vision insurance for employees, their families and domestic partners, and Company-paid life insurance and short and long-term disability insurance. In recent years, we have developed and refined programs to provide training and to encourage our employees to be good corporate citizens and stewards of our assets, including our reputation. These programs include a leadership

development and mentoring program in which Board members, executives, and key managers participated, which identified the participants’ view of the most significant risks that the Company faces, and (ii) the results of a security audit performed 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 identified risks. The NEOs (as identified in “Compensation Discussion and Analysis—Named Executive Officers”) and certain other executive officers attend Board of Directors and committee meetings as needed, and are availableprovide one-on-one guidance 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 the 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 candidateour future leaders and the Company within the last three yearsprovides professional group coaching and evidence of the required ownershiptraining related to expected behavior 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 Proposalsdirectors, officers and Nominations for 2017 Annual Meeting of Stockholders” immediately following the “Questions and Answers” section above. 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.

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:

Diversity

In addition to the qualifications set forth above, in evaluating the suitability of candidates for the Board of Directors, the Nominating and Governance 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 contributions to the Board of Directors, 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 individualsemployees consistent 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.

Compensation of Directors

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 covering the period from the 2015 annual meeting until this 2016 annual meeting. (Commencing with this 2016 annual meeting, in addition to the annual cash retainer, the non-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, the non-employee directors received the following additional shares of common stock:

All the grants of common stock to the non-employee directors, as described above, were awarded on the date of the annual meeting (i.e., June 10, 2015) and vest immediately. The number of shares granted was based on the total dollar value divided by the closing price of PCTEL common stock as presented by NASDAQ on the date of grant.

In addition to the above-referenced grants, new non-employee directors receive a one-time grant of restricted shares equivalent to $50,000 based upon the closing price of PCTEL common stock as presented by NASDAQ 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.

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

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, 2016 March 29, 2021 by:

Beneficial ownership is determined based on the rules of the SEC. Percent of beneficial ownershipshares beneficially owned is based upon 17,264,58618,518,515 shares of common stock outstanding as of April 20, 2016.March 29, 2021. In addition, options for shares of common stock underlying options that are exercisable as of April 20, 2016March 29, 2021 or that will become exercisable on or before June 19, 2016May 28, 2021 (60 days subsequent to April 20)March 29, 2021) 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 investmentand dispositive power with respect to all shares listed beside each stockholder’s name, subject to applicable community property laws.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSISOTHER MATTERS

The Company qualifies as a “smaller reporting company” and is providing scaled disclosure on that basis in this section of the proxy statement.

Named Executive Officers

The purpose of this Compensation Discussion and Analysissummary of our executive compensation 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, 2015:2020:

Information About Our Executive Officers

Because Mr. SingerNeumann is the Chairmana member of the Board in addition to Chief Executive Officer (“CEO”),of Directors and a director, his biographical information is included under Proposal #1 “Election of Directors — Directors and Nominees.”Directors” on page 13.

Mr. John W. Schoen, 60, 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.

Name, Position and Age		Background Information
Arnt Arvik Vice President and Chief Sales Officer Age: 56		PCTEL Experience •  Vice President and Chief Sales Officer since August 2018 with responsibility for the Company’s worldwide sales efforts •  Vice President of Global Sales for RF Solutions from January 2017 to August 2018; and Vice President of Americas Sales and Engineering Services for RF Solutions from September 2016 to January 2017 Other Experience •  Leadership positions, including Vice President of Americas Sales and Operations and Global Supply with Ascom Network Testing, a leader in optimization solutions for mobile networks, from 2009 to 2016 •  Director of Business Development for the TEMS product line in the Americas with Ericsson Inc. from 2000 to 2009 Education and Credentials •  Maritim Ingeniør (Maritime Engineering) degree from Aalesund Maritime College •  Business Management degree from BI, a Norwegian business school
Shelley J. Bacastow Senior Vice President and Chief Legal Officer Age: 61		PCTEL Experience •  Senior Vice President and Chief Legal Officer since February 2020 with responsibility for addressing the Company’s legal matters worldwide •  Vice President and General Counsel from January 2015 to February 2020; Assistant General Counsel from June 2014 to December 2014; Senior Corporate Counsel from October 2006 to June 2014; and outside counsel to the Company from April 2003 to October 2006

Annual Compensation Process

The Role of the Connected Solutions segment of the Company in March 2015. Prior to his promotion, 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--RF Solutions since July 2015. Previously he served as Senior Vice President, Global Sales--Connected Solutions from March 2015 to July 2015; Senior Vice President and General Manager, Site Solutions, from November 2014 through March 2015; President, Connected Solutions from December 2012 through November 2014; and prior to that as the Senior Vice President, Sales and Marketing of the Company since April 2010. From October 2006 until April 2010, Mr. Miller was Vice President and General Manager of the Company’s Antenna Products Group. 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 of 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 PrincipalIndependent Compensation 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 to Senior Vice President and General Manager of the RF Solutions segment of the Company in March 2015. Prior to his promotion, Mr. Neumann served as Vice President and General Manager, RF Solutions from January 2013 through March 2015, and previously as Global Vice President of Sales for RF Solutions since April 2010. From February 2009, when he joined PCTEL, until April 2010, Mr. Neumann served as Senior Director of Sales within RF Solutions. Prior to joining PCTEL, 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 holds a Bachelor of Science degree in Electrical Engineering from . The Pennsylvania State University and a Master of Business Administration from the University of Chicago Booth School of Business.

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 the 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) reviewCEO and the compensation criteria and proposed total compensation (including salary, bonus, benefits, and incentive compensation) recommended byother executive officers is established prior to the CEO for eachend of the executive officers and key managersfirst quarter 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 components 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. 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 executive compensation between 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.fiscal year. The Compensation Committee relies upon the services of anWillis Towers Watson LLP, a global professional services company that serves as independent compensation consultant in applyingto the Compensation Committee (the “Independent Compensation Consultant”), to inform its judgmentdecisions as to appropriate levels and componentselements of compensation for the NEOs and other executive officers and key managers. Willis Towers Watson, a global professional services company formerly known as Towers Watson (the “Independentofficers. The Independent Compensation Consultant”),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 advisorIn providing these services to the Compensation Committee, and that no conflict of interest exists. Although the fees of the Independent Compensation Consultant are paid by the Company, the Independent Compensation Consultant is accountable and has direct reporting responsibility to the Compensation Committee. The Independent Compensation Consultant provides no services to the Company other than the servicesanalyzes compensation information for comparable executive officers, which it provides to the Compensation Committee.

Survey Data, Peer Groups and Use of Industry Benchmarking Data. The Compensation Committee uses benchmarking information to evaluate “total compensation” of the Company’s NEOs (i.e., principally annual salary and short-term and long-term incentive awards). The benchmarking information is comprised of survey data which is derivedderives from two independent executive compensation surveys compiled by recognized compensation firms as well as publicly-available data from a peer group. The peer group is composed of publicly- traded15 publicly-traded companies that are comparable to the Company. The survey data used by the Independent Compensation Consultant is derived from different databasesCompany in terms of companies that compare to the Company only in general terms, including broad industry sectors, size and size of company.

The peer group information is designed to be more specific. The Compensation Committee,business complexity, and who compete 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 industries as the Company it is not possible to construct a groupfor talent.

Consideration 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 provide a meaningful comparison for the Compensation Committee.

The peer group of companies that was in effect for the Company at the time when the Compensation Committee set the 2015 executive compensation consists of the 17 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 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 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 Group included (i) one-year and three-year revenue change, (ii) net income change, (iii) net profit margin, (iv) return on invested capital, and (v) one-year, three-year and five-year total stockholder return. The Independent Compensation Consultant provided a comprehensive pay-for-performance 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

Say-On-Pay Results. The Company considered the results of the Say-on-Pay proposal presented to the shareholdersstockholders for approval in 2015.2020. In light of the 98.7% support the proposal received in 2020,

the Company’s compensation policies and decisions explained in detail in this Compensation Discussion and Analysis, continue to beremain focused on long-termrewarding sustainable 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 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 all non-employee directors with respectindependent Board members. It requires each independent Board member to assess the CEO’s performance, as measured by the ability to meet the Company’s financial performance objectives, of the Company, conduct succession planning, execute strategic plans, exhibit leadership, create value, 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 and 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 the discussion thereof, 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 Compensation Committee–Independent Compensation Consultant” above).Committee. The Compensation Committee’s discussions of the elements of compensation for the CEO are conducted in a closed session, typically with itsthe 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 evaluationconsideration of the Compensation Committee’s recommendation for CEO compensation.

In establishingOther Executive Compensation. The Compensation Committee has full authority to determine the compensation forof the NEOs and other executive officers (other than the CEO),. In establishing compensation for such executive officers, the Compensation Committee relies on (i) insights provided by the CEO as to their respectiveCEO’s evaluation of each executive officer’s individual performance, (ii) the compensationbenchmarking data compiled by the Independent Compensation Consultant, and (iii) the Company’s compensation philosophy, as described in “Compensation Philosophy” above.philosophy. The CEO attended 6five of the 8seven Compensation Committee meetings in 20152020 in order to provide his insight on the contributions made by variouseach executive officers and key managers.officer. After consulting with itsthe Independent Compensation Consultant and considering the CEO,benchmarking data, the Compensation Committee, in its discretion, setsapproves the annual compensation for NEOs and the other executive officers (other than the CEO), including salary and short-term and long-term incentives.

Principal Elements of Executive Compensation

The principal elements of executive compensation are briefly described below:

2020 Compensation

The following table presents the compensation of the NEOs for the years indicated below:

Summary Compensation Table