PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
July
29, 2022
This
proxy statement and accompanying proxy card are furnished in connection with the solicitation by the board of directors of Wireless Telecom
Group, Inc., a New Jersey corporation (the “Company”), of proxies in the enclosed form for the Annual Meeting of Shareholders
(the “Meeting”) on Friday, July 29, 2022 at 8:00 a.m. Eastern Time and for any adjournment or adjournments thereof, for the
purposes set forth in the foregoing Notice of Annual Meeting of Shareholders. The persons named in the enclosed proxy form will vote
the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for which they are appointed
in accordance with the directions of the shareholders appointing them. The date on which this proxy statement and the accompanying form
of proxy will first be mailed to the Company’s shareholders is June 14, 2021. Copies of the Company’s Annual Report to Shareholders
containing audited financial statements of the Company for the fiscal year ended December 31, 2021, are being mailed together with this
proxy statement to all shareholders entitled to notice of and to vote at the Meeting.
SUMMARY
This
summary highlights information contained in the proxy statement. It does not include all of the information that you should consider
prior to voting, and we encourage you to read the entire document prior to voting.
Shareholders
are being asked to vote on the following matters at the 2022 Meeting:
| |
Our
Board’s
Recommendation |
| ITEM
1. Election of Directors |
|
| |
|
| Our
board of directors and the Nominating and Corporate Governance Committee of the board believe that the six director nominees possess
the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to our management and effectively
oversee the business and the long-term interests of our shareholders. |
FOR
each
Director Nominee |
| |
|
ITEM
2. Advisory Vote to Approve Executive Compensation |
|
| |
|
| We
seek a non-binding advisory vote to approve the compensation of our named executive officers as described in the Executive Compensation
section of the Proxy Statement beginning on page 17. The board values our shareholders’ opinions, and the Compensation
Committee of the board will take into account the outcome of the advisory vote when considering future executive compensation decisions. |
FOR |
| |
|
| ITEM
3. Ratification of the Appointment of PKF O’Connor Davies, LLP as the Company’s Independent Registered Public Accounting
Firm |
|
| |
|
| The
Audit Committee of the board believes that the retention of PKF O’Connor Davies, LLP to serve as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2022 is in the best interest of the Company and its shareholders.
As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of the independent
registered public accounting firm. |
FOR |
QUESTIONS
AND ANSWERS ABOUT THE VIRTUAL MEETING AND VOTING
How
can I participate in the Virtual Meeting?
It
is our intention that this year our Meeting will be a completely virtual meeting. There will be no physical meeting location. We believe
that a virtual meeting provides greater access to those who may want to attend, and, therefore, have chosen this method for the Meeting
over an in-person meeting.
To
participate in the Meeting, visit www.virtualshareholdermeeting.com/WTT2022 and enter the 16-digit control number included on your proxy
card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:30
a.m., Eastern Time (“ET”), on July 29, 2022. The Meeting will begin promptly at 8:00 a.m. ET on July 29, 2022.
The
virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops,
tablets and cell phones) running the most updated version of applicable software and plug-ins. Participants should ensure that they have
a strong WiFi connection wherever they intend to participate in the Meeting. Participants should also give themselves plenty of time
to log in and ensure that they can hear streaming audio prior to the start of the meeting.
If
you wish to submit a question, during the Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/WTT2022,
and follow the instructions in the virtual meeting platform for submitting a question. Questions pertinent to meeting matters will be
answered during the Meeting, subject to time constraints.
If
you encounter any technical difficulties with the virtual meeting platform on the meeting day either during the check-in or meeting time,
please call the technical support number that will be posted on the virtual meeting platform log in page.
Who
is entitled to vote at the Meeting?
You
are entitled to vote at the Meeting if you owned shares of our Common Stock as of the close of business on June 14, 2022 (the “Record
Date”). Each share of our Common Stock entitles the holder of such share on the Record Date to one vote on each matter submitted
to the shareholders at the Meeting.
A
complete list of shareholders of record entitled to vote at the Meeting will be available for inspection by any shareholder for any purpose
germane to the Meeting at the Meeting.
The
presence, virtually or by proxy, of the holders of a majority of the voting power of our outstanding stock entitled to vote at the Meeting
is necessary to constitute a quorum at the Meeting. A quorum is required for the Company’s shareholders to conduct business at
the Meeting.
How
do I vote at the Virtual Meeting?
If
you own Common Stock and your shares are registered directly in your name, then you are the “record holder” of the shares,
and you may vote your shares before the Meeting by following the instructions on your proxy card, or you may vote your shares at the
Meeting by completing a ballot online during the Meeting through the virtual shareholder meeting platform at www.virtualshareholdermeeting.com/WTT2022.
If your shares are held in the name of your brokerage firm, bank or other nominee, then you are considered the “beneficial owner”
of shares held in street name, and you should receive instructions from your brokerage firm, bank or other nominee that must be followed
in order for your shares to be voted based on your instructions. Brokerage firms, banks and other nominees typically have a process for
their beneficial holders to provide voting instructions online or by telephone. If you hold your shares in street name and wish to vote
at the virtual Meeting, please obtain instructions on how to vote at the Meeting from your broker, bank or other nominee.
If
you are a shareholder of record there are four ways to vote:
Voting
by Mail. By signing the proxy card and returning it in the postage-prepaid and addressed envelope enclosed with these proxy materials,
you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the manner you indicate. We encourage
you to sign and return the proxy card even if you plan to attend the Meeting virtually so that your shares will be voted even if you
later find yourself unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are held
in multiple accounts. Please sign and return all proxy cards that you receive to ensure that all of your shares are voted.
Voting
at the Virtual Meeting. If you plan to attend the virtual Meeting and to vote during the Meeting, we will provide you with an
online ballot during the Meeting through the virtual shareholder meeting platform at www.virtualshareholdermeeting.com/WTT2022. To vote
at the meeting, please follow the instructions on your proxy card. We recommend you vote by proxy even if you plan to attend the Meeting.
You can always change your vote at the meeting.
Voting
by Telephone. To vote by telephone, please follow the voting instructions and use the toll-free telephone number on your proxy
card. If you are a record holder and you vote by telephone, you do not need to complete and mail a proxy card.
Voting
Online. If you wish to vote your shares online, please follow the instructions included on your proxy card. If you are
a record holder and you vote online, you do not need to complete and mail a proxy card.
How
to vote if you are a “beneficial owner” of shares held in street name:
Shares
that are held in a brokerage account in the name of the broker or by a bank or other nominee are held in “street name.” If
your shares are held in street name, you should follow the voting instructions provided by your broker, bank, or other nominee. If you
hold your shares in street name and wish to vote at the Meeting, please obtain instructions on how to vote at the meeting from your broker,
bank, or other nominee.
Can
I change my vote?
Any
shareholder of record delivering a proxy has the power to change or revoke it at any time before it is voted by: (i) filing written notice
of such revocation with the Secretary of the Company, (ii) submitting a duly executed proxy bearing a later date, or (iii) voting at
the Meeting. Please note, however, that any beneficial owner of our Common Stock whose shares are held in street name may (a) revoke
his or her proxy and (b) attend and vote his or her shares at the virtual Meeting only in accordance with applicable rules and procedures
that may then be employed by such beneficial owner’s brokerage firm or bank.
What
Proposals am I being asked to vote on at the Virtual Annual Meeting and what is required to approve each proposal?
You
are being asked to vote on three proposals:
| |
● |
Proposal
1 – Election of six proposed nominees as directors; |
| |
|
|
|
● |
Proposal
2 – Approval, in a non-binding advisory vote, of the Company’s executive compensation; and |
| |
|
|
| |
● |
Proposal
3 – Ratification of the appointment of our independent registered public accounting firm. |
In
voting with regard to Proposal 1, you may vote in favor of each nominee, withhold authority to vote in favor of one or more nominees,
or abstain from voting. Directors will be elected by a plurality of the votes cast by holders of our shares present virtually or represented
by proxy at the Meeting and entitled to vote on Proposal 1, provided a quorum is present.
In
voting with regard to Proposal 2, you may vote in favor of the proposal, against the proposal, or abstain from voting. The vote required
to approve Proposal 2 is a majority of the voting power of our shares present virtually or represented by proxy at the Meeting and entitled
to vote on Proposal 2, provided a quorum is present.
In
voting with regard to Proposal 3, you may vote in favor of the proposal, against the proposal, or abstain from voting. The vote required
to approve Proposal 3 is a majority of the voting power of our shares present virtually or represented by proxy at the Meeting and entitled
to vote on Proposal 3, provided a quorum is present.
Effect
of Abstentions. If a shareholder abstains from voting, those shares will be counted only for purposes of determining whether
a quorum is present. Abstentions will not be considered in determining the number of votes cast on a particular matter.
The
Company is not aware, as of the date hereof, of any matters to be voted upon at the Meeting other than those stated in this proxy statement.
If any other matters are properly brought before the Meeting, your proxy gives discretionary authority to the persons named as proxies
to vote the shares represented thereby in their discretion.
What
happens if I don’t return my proxy card or vote my shares?
If
you hold your shares directly, your shares will not be voted if you do not return your proxy card, vote online or by telephone prior
to the Meeting, or vote online at the virtual Meeting. If your shares are held in the name of a bank or brokerage firm (i.e., in “street
name”) and you do not vote your shares, your bank or brokerage firm can only vote your shares in their discretion for proposals
which are considered “routine” proposals. Proposal 4, the ratification of the appointment of our independent registered public
accounting firm, is considered a routine proposal, and therefore we do not expect any “broker non-votes” (as defined below)
on Proposal 4.
Brokers
are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the broker
for “non-routine” proposals which are considered “non-discretionary” (i.e., a “broker non-vote”).
Proposals 1 and 2 are non-routine and non-discretionary proposals. Broker non-votes will be counted for the purpose of determining if
a quorum is present but will not be considered as shares entitled to vote on Proposals 1 and 2. Broker non-votes will have no effect
on the outcome of those proposals.
What
happens if I sign, date and return my proxy card but do not specify how to vote my shares?
If
a signed proxy card is received which does not specify a vote or an abstention, then the shares represented by that proxy card will be
voted FOR the election of all six director nominees, FOR the approval of the Company’s executive compensation, and
FOR the ratification of the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm
for the year ending December 31, 2022.
Who
pays for the cost of this proxy solicitation?
We
will bear the cost of preparing, printing and filing the proxy statement and related proxy materials. In addition to soliciting proxies
through the mail, we may solicit proxies through our directors, officers and employees, in person and/or by telephone, email and facsimile.
Our directors, officers and other employees will not receive compensation for such services other than regular director or employee compensation.
Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares
held of record by them. We will pay all expenses incurred in connection with the solicitation of proxies.
PROPOSAL
1
ELECTION
OF DIRECTORS
General
The
Company’s By-laws provide that the Company’s board of directors shall consist of up to nine members. The number of directors
constituting the Company’s board of directors, as determined by the Company’s board of directors, is currently fixed at seven
and will, as of the date and time of the Meeting, be reduced to six. As previously disclosed, Mitchell Herbets advised the Nominating
and Corporate Governance Committee that he did not wish to be nominated for re-election to the board. Accordingly, at the meeting, the
Company’s shareholders will be asked to vote for the election of six nominees to serve on the Company’s board of directors
for a one year term and until their respective successors are elected and qualified. Shareholders may not vote for a greater number of
persons than the number of nominees named.
If
a proxy is properly executed but does not contain voting instructions, it will be voted “FOR” the election of each of the
nominees named below as a director of the Company. Proxies can be voted only for persons who are nominated in accordance with applicable
law and the procedures set forth in the Company’s By-laws. Management has no reason to believe that any of the nominees named below
will be unable to serve as a director. However, in the event that any of the nominees should become unable or unwilling to serve as a
director, the proxies may be voted for such substitute nominees as the Company’s board of directors may designate.
Director
Nominees and Executive Officers of the Company
Set
forth below is information with respect to each of the current directors and executive officers of the Company. All directors are currently
serving one year terms and were previously elected by the shareholders. As previously disclosed Mr. Gibson will assume the duties of
Chairman of the Board as of the date of the Meeting and Mr. Bazaar will continue to serve as an independent board member.
| Name |
|
Age |
|
Position(s) |
| C.
Scott Gibson |
|
69 |
|
Chairman
of the Board |
| Alan
L. Bazaar |
|
52 |
|
Director |
Jennifer
Fritzsche |
|
51 |
|
Director |
| Michael
Millegan |
|
63 |
|
Director |
| Allan
D.L. Weinstein |
|
51 |
|
Director |
| Timothy
Whelan |
|
56 |
|
Director,
Chief Executive Officer |
| Michael
Kandell |
|
46 |
|
Chief
Financial Officer and Secretary |
| Alfred
Rodriguez |
|
46 |
|
SVP,
GM of RBS Segment |
Daniel
Monopoli |
|
42 |
|
SVP,
GM of T&M Segment |
C.
Scott Gibson became a director and Vice Chairman of the board of directors of the Company on April 1, 2021. As of the date of the
Meeting, Mr. Gibson will assume the role of Chairman of the board of directors. For more than the last five years, Mr. Gibson has served
on public company boards as his full-time profession. From January 1983 through February 1992, Mr. Gibson co-founded and served as President,
and Co-CEO of Sequent Computer Systems, Inc. (“Sequent”), a computer systems company. Prior to co-founding Sequent, Mr. Gibson
served as General Manager, Memory Components Operation, at Intel Corporation. Beginning in March 1992, Mr. Gibson served as a director
for several public and private high technology companies, and has been an independent member of the board of directors of Pixelworks,
Inc (a public company), a provider of video and pixel processing semiconductors and software, since May 2002. Mr Gibson recently joined
the board of directors of Kiavi, a private financial technology company, in January of 2022. Mr. Gibson announced his retirement from
the board of directors of Northwest Natural Holding Company (a public company), a provider of water and wastewater distribution and natural
gas distribution services in five western states, in August 2021, effective December 31, 2021, after twenty years of board service. Also
within the past five years, Mr. Gibson also served on the board of directors of RadiSys Corporation (a public company), and TriQuint
Semiconductor, Inc. (a public company), which subsequently merged with RF Micro Devices, Inc., and became Qorvo, Inc. in January 2015.
Mr. Gibson served on the board of directors of Qorvo, Inc., a public company, until October 2019. Radisys, TriQuint, and Qorvo were all
highly focused on RF/4G/5G semiconductors, and software. Mr. Gibson serves as trustee of the St. John’s Health, and the Community
Foundation of Jackson Hole. Mr. Gibson holds a Bachelor of Science in electrical engineering and Master of Business administration degrees
from the University of Illinois. Mr. Gibson was awarded the NACD Board Fellow credential in January 2017. Mr. Gibson’s semiconductor
expertise, experience with telecommunications software and systems and overall experience in the high-technology industry provide him
with a deep understanding of our business. Mr. Gibson’s significant experience as a director of other public companies provides
him with a current working knowledge of business and economic trends that affect our industry.
Alan
L. Bazaar became a director of the Company in June 2013 and served as Chairman of the board of directors from April 2014 until the
date of the Meeting. Mr. Bazaar is currently the Chief Executive Officer of Hollow Brook Wealth Management LLC, a position he has held
since November 2013, where he is responsible for firm-wide operations, investment research, and portfolio management. Mr. Bazaar served
as a director of PDL BioPharma Inc., a public company engaged in development of innovative therapeutics and healthcare technologies from
February 2020 until March 2021. Mr. Bazaar served as a director of Hudson Global Inc. from June 2015 to May 2019 and a director of Sparton
Corp. from May 2016 until the completion of its sale in March 2019. Mr. Bazaar served as a director of LoJack Corporation from March
2015 until the completion of its sale in March 2016. Mr. Bazaar was formerly a director of NTS and served from December 2012 until the
completion of its sale in June 2014. From 2004 until April 2008, Mr. Bazaar served as a director of Media Sciences International, Inc.,
which manufactured and distributed business color printer supplies and industrial ink applications in the United States. From July 1999
until December 2009, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC where he co-managed
the public equity portfolio and was responsible for all elements of due diligence. Previously, Mr. Bazaar served as a director of Airco
Industries, Inc., a privately held manufacturer of aerospace products, and was employed by Arthur Andersen LLP in the Assurance and Financial
Buyer’s Practices group and in the Business Fraud and Investigation Services Unit. Mr. Bazaar received an undergraduate degree
in History from Bucknell University and a Master of Business Administration from the Stern School of Business at New York University.
Mr. Bazaar is also a Certified Public Accountant (“CPA”). Mr. Bazaar’s successful track record as an accomplished business
leader with significant experience as Chief Executive Officer and service on public company boards qualifies him to serve on the Company’s
board of directors.
Jennifer
Fritzsche became a director of the Company on December 18, 2020. Ms. Fritzsche has served as a managing director of Greenhill &
Co., a leading independent investment bank focused on providing financial advice globally on significant mergers, acquisitions, restructurings,
financings and capital raisings to leading corporations, partnerships, institutions and governments across a number of industries, since
May 2021. Ms. Fritzsche previously served as Chief Financial Officer and director of Canopy Spectrum, LLC, a company focused on the wireless
spectrum space, from July 2020 until April 2021. Prior to July 2020, Ms. Fritzsche served as Managing Director and Senior Equity Analyst
at Wells Fargo Securities for 25 years where she focused on the telecommunications services, cable, data center and tower sectors. While
at Wells Fargo, Ms. Fritzsche received top rankings from Institutional Investor in the communications infrastructure space every year
from 2017 through 2020. Mr. Fritzsche has made numerous media appearances and has often been a guest on Bloomberg and CNBC and speaks
at many telecommunications regulatory seminars and industry and trade conferences. On October 28, 2020, Ms. Fritzsche joined the board
of directors of Dycom Industries, Inc., a publicly held leading provider of specialty contracting services throughout the U.S. Additionally,
Ms. Fritzsche is a Senior Fellow at Georgetown University’s McDonough School of Business. Ms. Fritzsche holds a Bachelor’s
degree in History from the College of Holy Cross and a Master of Business Administration from the D’ Amore-McKim School of Business
at Northeastern University. Ms. Fritzsche’s experience as a senior equity analyst in the telecommunications sector qualifies her
to serve on the Company’s board of directors.
Michael
Millegan became a director of the Company on November 13, 2016. Since 2018, Mr. Millegan has served as the Founder and CEO of Millegan
Advisory Group 3 LLC which advises early-stage companies on strategy that drives technology innovation and shareholder value. Previously,
he held a variety of executive leadership and management positions within Verizon, where he led large-scale and scope business units.
As president of Verizon Global Wholesale Group, he was responsible for $11 billion in sales revenue, 13,000 employees and $1 billion
in annual capital spending. Mr. Millegan served on the advisory board of FINSPHERE, a leader in mobile identity authentication enabling
financial institutions and mobile network operators to protect against credit card fraud. In addition, Mr. Millegan is a member of the
board of directors of Portland General Electric, one of the largest public utilities in the pacific northwest. Mr. Millegan also serves
on board of directors of Axis Capital Holdings Limited (a public company), the Virginia Mason Foundation, a division of the Virginia
Mason Health System, Network Wireless Solutions and was a member of the board of directors of Coresite Realty Corporation until its acquisition
by American Tower in December 2021. Mr. Millegan is a strategic advisor to Windpact, Inc., a private innovative sports technology company
developing protective gear to minimize sports related concussive head trauma and Vettd, Inc. a private company that develops AI-based
software solutions for the human resource industry. Mr. Millegan holds a Bachelor’s and Master’s degree in Business Administration
from Angelo State University. Mr. Millegan’s experience as an executive at Verizon and advisor to multiple technology companies
qualifies him to serve on the Company’s board of directors.
Allan
D.L. Weinstein became a director of the Company on November 9, 2016. Mr. Weinstein is the co-founder and Managing Partner of Gainline
Capital Partners LP., a private equity firm. Prior to co-founding Gainline in 2015, he was a Managing Partner of CAI Private Equity,
a private equity firm, which he joined in 2012. While at CAI, Mr. Weinstein served on the firm’s Investment Committee and was a
partner in CAI’s management company. Before joining CAI, Mr. Weinstein was a Managing Director at New York-based private equity
firm Lincolnshire Management, Inc., where he was employed for nearly 18 years. Among other responsibilities at Lincolnshire, he served
as interim Chief Financial Officer of a portfolio company and led a transaction that in 2007 won Private Equity Deal of the Year from
the Los Angeles Venture Association. Mr. Weinstein began his career with Fleet Bank, and he has served as a director or officer of numerous
privately held companies, including CSAT Solutions, Prince Sports, Bankruptcy Management Solutions and Shred-Tech Corporation, Inc. He
is currently on the board of directors of iES-Mach, a privately held company providing grid relationship management software and demand
response services to large commercial energy consumers, Southern Motion, Inc. a privately held leader in design and innovation in motion
furniture, SourceHOV Tax, LLC, dba Source Advisors, a privately held company providing tax incentive solutions to middle-market companies
through the United States, Galaxy Universal, LLC, a privately held company leading vertically integrated brand owner, brand manager and
sourcing in the global outdoor and athletic industry and Atlantic Energy Group, LLC, a privately held company providing electricity and
natural gas through environmentally-conscious value added bundles that leverage technology to help customers reduce consumption and align
with broader emissions reduction efforts and clean energy goals. Mr. Weinstein has a Bachelor’s degree in History and Economics
from Vassar College. Mr. Weinstein’s experience in private equity and service on boards of multiple companies qualifies him to
serve on the Company’s board of directors.
Timothy
Whelan was appointed Chief Executive Officer of the Company effective June 30, 2016, and has served as a director of the Company
since March 2015. Before assuming the role of the Company’s CEO, Mr. Whelan was Managing Director of Echo Financial Business Consulting
Group, a privately held financial and operational consulting firm he co-founded in February 2014. Mr. Whelan served as President and
Chief Operating Officer of IPC Systems, Inc., a company that provides and services voice communication systems for the financial services
industry, from 2009 to 2013. Mr. Whelan served as Executive Vice President and Chief Financial Officer of IPC Acquisition Corp./IPC Systems
Holdings Corp. from 2001 to 2009 and also served as its Principal Accounting Officer from 2001 to 2009. From July 2000 to December 2001,
Mr. Whelan served as Divisional Chief Financial Officer of Global Crossing’s Financial Markets division. From May 1999 to June
2000, Mr. Whelan served as Vice President of Finance at IPC Information Systems, Inc. and IXnet. Mr. Whelan is a Certified Public Accountant
and previously worked for Ernst & Young from 1992 to 1999. He previously spent four years as a U.S. Naval Officer. Mr. Whelan has
previously served as a member of the board of directors of Edgewater Technologies from 2015 to 2018 and has served on the board of directors
of the New York Metropolitan chapter of the USO from 2019 to 2020. He has a Bachelor of Science degree in Accounting from Villanova University.
Mr. Whelan’s significant tenure as a chief financial officer and chief operating officer, his experience managing all aspects of
the financial management of a company, as well as his experience in IT services, technology and telecommunications industries, qualify
him to serve on the Company’s board of directors.
Michael
Kandell was appointed to serve as Chief Financial Officer effective January 2, 2017. Prior to joining the Company and beginning in
2010, Mr. Kandell worked at Avaya, Inc., a multinational technology company specializing primarily in unified communication and contact
center products and services, where he most recently served as Senior Director of Accounting. Prior to Avaya, Mr. Kandell worked at Precision
Partners, Inc., an advanced manufacturing and engineering services company, from 2006 to 2010 as assistant corporate controller and,
prior to that, from 1997 to 2004 at Ernst & Young LLP in various roles in the audit and assurance practice. He received his Bachelor
of Science degree in accounting from College of New Jersey. Mr. Kandell is a Certified Public Accountant.
Daniel
Monopoli was appointed to serve as Senior Vice President, General Manager of the Test and Measurement Segment effective January 6,
2022. Prior to that Mr. Monopoli served as the Company’s Chief Technology Officer since June 30, 2017. Mr. Monopoli joined the
Company in September 2015 as the General Manager of the Test and Measurement Segment. Prior to joining the Company Mr. Monopoli held
various positions of increasing responsibility at Teledyne LeCroy, a leading provider of test and measurement solutions in the telecommunications
industry, from July 2002 to April 2015. Mr. Monopoli holds a Master of Business Administration from Columbia University, Master of Engineering
in Electrical Engineering degree from Stevens Institute of Technology and a Bachelor of Science in Electrical Engineering from Binghamton
University.
Alfred
Rodriguez was appointed to serve as Senior Vice President, General Manager of the Radio, Baseband and Software Segment effective
January 6, 2022. Prior to that Mr. Rodriguez served as the Company’s Chief Revenue Officer effective from his date of hire on August
4, 2020. Prior to joining the Company, Mr. Rodriguez spent 17 years at Xilinx, serving as a designer and developer of programmable devices
and associated technologies, in a variety of sales, business development and engineering roles. He also worked in sales roles at ST Microelectronics
and Cavium, Inc. Mr. Rodriguez holds a Bachelor of Science degree in Electrical Engineering and a Master of Business Administration from
the University of California, Davis.
There
are no family relationships among any of the directors or executive officers of the Company.
Independence
of Directors
We
apply the standards of the NYSE American exchange (the “NYSE American” or the “New York Stock Exchange”), the
stock exchange upon which our Common Stock is listed, and, where applicable, SEC rules, for determining the independence of the members
of our board of directors and board committees. The Company’s board of directors has determined that all of the Company’s
directors, except Mr. Whelan, are currently “independent” in accordance with the applicable listing standards of the New
York Stock Exchange and, where applicable, SEC rules, as currently in effect. Under applicable New York Stock Exchange rules, Mr. Whelan
is not considered independent because he presently serves as the Company’s CEO. The board of directors considered the relationship
of Alan Bazaar to Hollow Brook Wealth Management LLC, an 8.1% shareholder of the Company, as well as Mr. Bazaar’s beneficial ownership
of the Company’s shares. As of April 25, 2022, Mr. Bazaar may be deemed to beneficially own 9.6% of the Company’s outstanding
Common Stock, which includes the shares held by Hollow Brook Wealth Management LLC. The board concluded, consistent with the guidance
of the New York Stock Exchange, that this significant stock ownership did not adversely affect Mr. Bazaar’s independence from management.
The board also determined that, notwithstanding his significant beneficial ownership, Mr. Bazaar meets the additional independence requirements
for members of the Audit Committee under applicable SEC rules. There were no other relationships between the Company and any of the other
directors to be considered by the board in its independence determinations.
Meetings
of the Board of Directors and its Committees
During
the fiscal year ended December 31, 2021, the Company’s board of directors held thirteen meetings. The board of directors has an
Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Strategy Oversight Committee. During
the fiscal year ended December 31, 2021, the Audit Committee held five meetings, the Compensation Committee held five meetings, the Nominating
and Corporate Governance Committee held two meetings and the Strategy Oversight Committee held two meetings. During the fiscal year ended
December 31, 2021, no director attended fewer than 75% of the aggregate of the total number of meetings of the Company’s board
of directors (held during the period for which he or she was a director) and the total number of meetings held by all committees of the
Company’s board of directors on which he or she served (held during the period that person served).
Corporate
Governance Guidelines and Committees of the Board of Directors
Our
board of directors maintains a formal statement of its responsibilities and corporate governance guidelines to ensure effective governance
in all areas of its responsibilities.
The
Company’s board of directors has also adopted a written charter for each of the Audit Committee, the Compensation Committee, the
Nominating and Corporate Governance Committee and the Strategy Oversight Committee. Each charter is available on the Company’s
website at www.wirelesstelecomgroup.com by first clicking on the tab “Investor Relations” then clicking on the tab “Corporate
Governance” and then the appropriate link for each committee charter. Except to the extent expressly stated otherwise, information
contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part
of this proxy statement.
The
Audit Committee oversees the accounting and financial reporting processes of the Company and audits of the financial statements of the
Company. The Audit Committee provides assistance to the board of directors with respect to its oversight of the integrity of the Company’s
financial statements, compliance with legal and regulatory requirements, independent auditor’s qualifications and independence
and performance.
The
Audit Committee approves all engagements of any independent public accounting firm by the Company to render audit or non-audit services.
Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well as all audit fees
and terms. Our Audit Committee must pre-approve any audit and non-audit related services by our independent registered public accounting
firm. During our fiscal year ended December 31, 2021, no services were provided to us by our independent registered public accounting
firm other than in accordance with the pre-approval procedures described herein.
During
the fiscal year ended December 31, 2021, the members of the Audit Committee were Messrs. Alan L. Bazaar (Chair effective June 3, 2021),
Allan D.L. Weinstein and C. Scott Gibson. Joseph Garrity service as Chairman of the Audit Committee from January 1, 2021 until June 3,
2021.
The
Company’s board of directors determined that each of Messrs. Bazaar, Weinstein and Gibson met the independence criteria set forth
in the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission (“SEC”), for audit committee
membership. The board of directors has also determined that all current members of the Audit Committee possess the level of financial
literacy required by applicable rules of the New York Stock Exchange and the SEC. The Company’s board of directors has determined
that Mr. Bazaar is qualified as an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation
S-K.
The
purpose of the Compensation Committee is to carry out the overall responsibility of the board of directors relating to the compensation
of the Company’s officers and directors and compensation policies, plans and programs. The members of the Compensation Committee
during the fiscal year ended December 31, 2021 were Messrs. Millegan (Chair), Herbets, and Weinstein. Joseph Manko served on the Compensation
Committee from January 1, 2021 until June 3, 2021. The board of directors has determined that each of Messrs. Millegan (Chair), Herbets,
and Weinstein is currently independent for purposes of the applicable New York Stock Exchange rules.
The
Nominating and Corporate Governance Committee is responsible for establishing criteria for the selection of directors, identifying qualified
candidates, recommending the slate of nominees for election to the board and overseeing matters of general corporate governance, including
evaluation of the performance and practices of the Company’s board of directors. It is also within the charter of the Nominating
and Corporate Governance Committee to review the Company’s management succession plans and executive resources. The members of
the Nominating and Corporate Governance Committee during the fiscal year ended December 31, 2021 were Messrs. Bazaar (Chair), Millegan
and Ms. Fritzsche. Joseph Garrity served on the Nominating and Corporate Governance Committee from January 1, 2021 until June 3, 2021.
The board of directors has determined that each of Messrs. Bazaar, Millegan and Ms. Fritzsche are currently independent for purposes
of the applicable New York Stock Exchange rules.
On
April 1, 2021, the Company formed the Strategy Oversight Committee. This committee assists management and the board in overseeing the
development and implementation of the Company’s overall strategies, activities and initiatives relating to research and development,
product development and the technology roadmaps of the Company’s products and services and make related recommendations to the
board. The members of the Strategy Oversight Committee are Messrs. Gibson (Chair), Millegan, Herbets and Ms. Fritzsche.
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class
of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Executive
officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that
they file. Based solely on our review of copies of such reports, we believe that all Section 16(a) filing requirements applicable to
our directors, officers and 10% stockholders were complied with during 2021 except Mr. Kandell, our Chief Financial Officer, made one
late report which was due to an administrative error.
Code
of Business Conduct and Ethics
The
Company’s board of directors has adopted a Code of Business Conduct and Ethics (the “Code”) that outlines the principles
of legal and ethical business conduct under which the Company does business. The Code, which is applicable to all directors, employees
and officers of the Company, is available at the Company’s website at www.wirelesstelecomgroup.com. Any substantive amendment or
waiver of the Code may be made only by the Company’s board of directors or a committee of the board of directors and will be promptly
disclosed to the Company’s shareholders on its website. In addition, disclosure of any waiver of the Code will also be made by
the filing of a Current Report on Form 8-K with the SEC in accordance with the requirements thereof.
Director
Nominations
The
Nominating and Corporate Governance Committee is responsible for, among other things, the selection, or the recommendation to the Company’s
board of directors for selection, of nominees for election as directors. The Company’s board of directors determines whether the
Nominating and Corporate Governance Committee shall make director nominations as a committee or make recommendations to the board of
directors with respect to director nominations. In selecting candidates for appointment, election or re-election to the board of directors,
the Nominating and Corporate Governance Committee considers the following criteria:
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Personal
and professional ethics and integrity, including a reputation for integrity and honesty in the business community. |
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Experience
as an executive officer of companies or as a senior leader of complex organizations, including scientific, government, educational,
or large not-for-profit organizations. The committee may also seek directors who are widely recognized as leaders in the fields of
technology, wireless systems, or business generally, including those who have received awards and honors in their field. |
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Financial
knowledge, including an understanding of finance, accounting, the financial reporting process, and company measures for operating
and strategic performance. |
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Fundamental
qualities of intelligence, perceptiveness, fairness, and responsibility. |
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Ability
to critically and independently evaluate business issues, contributing diverse perspectives or viewpoints, and making practical and
mature judgments. |
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A
genuine interest in the Company, and the ability to spend the time required to make substantial contributions as a director. |
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No
conflict of interest or legal impediment that would interfere with the duty of loyalty to the Company and its shareholders. |
Directors
should have varied educational and professional experiences and backgrounds that, collectively, provide meaningful guidance and counsel
to management. Diversity of background, including gender, race, ethnic or national origin, age, and experience in business, government,
education, international experience and other areas relevant to the Company’s business are factors in the selection process. As
a company, we are committed to creating and sustaining a culture of inclusion and fairness. In addition, the Nominating and Corporate
Governance Committee reviews the qualifications of the directors to be appointed to serve as members of the committees of the board,
including the Audit Committee to ensure that they meet the financial literacy and sophistication requirements under New York Stock Exchange
rules and that at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC.
If
the Nominating and Corporate Governance Committee believes that the Company’s board of directors requires additional candidates
for nomination, the Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates and
will consider recommendations from the Company’s directors and officers.
Shareholder
Nominations of Directors
Shareholders
may nominate persons for election to our board of directors at a meeting of shareholders in the manner provided in our By-laws, which
include a requirement to comply with certain notice procedures. Nominations shall be made pursuant to written notice addressed to our
principal executive offices set forth on page 1 of this proxy statement, and for the Annual Meeting of Shareholders in 2023, must be
received not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the 2022 Annual
Meeting of Shareholders, or no later than April 30, 2023 and no earlier than March 31, 2023.
Board
Leadership Structure and Role in Risk Oversight
The
board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives,
including strategic objectives, to improve long-term organizational performance and enhance shareholder value. Risk management includes
not only understanding company specific risks and the steps management implements to manage those risks, but also what level is acceptable
and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related
risks and implementing the appropriate level of risk for the Company. The board of directors meets with management at least quarterly
to review, advise and direct management with respect to strategic business risks, operational risks and financial risks, among others.
The board of directors also delegates oversight to board committees to oversee selected elements of risk.
The
Audit Committee oversees financial risk exposures, including monitoring the integrity of the Company’s financial statements, internal
control over financial reporting, and the independence of the Company’s independent registered public accounting firm. The Audit
Committee receives periodic internal controls and related assessments from the Company’s finance department. The Audit Committee
also assists the board of directors in fulfilling its oversight responsibility with respect to compliance matters and meets at least
quarterly with our finance department and independent registered public accounting firm to discuss risks related to our financial reporting
function. In addition, the Audit Committee ensures that the Company’s business is conducted with the highest standards of ethical
conduct in compliance with applicable laws and regulations by monitoring our Code of Conduct and by directly monitoring the Company’s
whistleblower hotline.
The
Compensation Committee participates in the design of compensation structures that create incentives that encourage a level of risk-taking
behavior consistent with the Company’s business strategy as is further described in the Executive Compensation section below. The
Company believes its compensation policies and practices for all employees do not create risks that are reasonably likely to have a material
adverse effect on the Company.
The
Nominating and Corporate Governance Committee oversees governance-related risks by working with management to establish corporate governance
guidelines applicable to the Company, and making recommendations regarding director nominees, the determination of director independence,
leadership structure and membership on the committees of the board of directors.
The
Company separates the roles of CEO and Chairman of the board of directors in recognition of the differences between the two roles. Additionally,
having an independent director serve as the Chairman of the board of directors is an important aspect of the Company’s corporate
governance policies. All of the members of the board of directors are “independent” within the standards of the New York
Stock Exchange, except Mr. Whelan, our CEO. Our board of directors receives periodic presentations from our executive officers regarding
our compliance with our corporate governance practices. While our board of directors maintains oversight responsibility, management is
responsible for our day-to-day risk management processes. Our board of directors believes this division of responsibility is an effective
approach for addressing the risks we face. The independent members of our board of directors, as defined by SEC rules and New York Stock
Exchange listing standards, meet in executive sessions in conjunction with regularly scheduled quarterly board meetings. Mr. Alan Bazaar
presided over the executive sessions in 2021.
Communications
by Shareholders with Directors
The
Company encourages shareholder communications to the Company’s board of directors and/or individual directors. Shareholders who
wish to communicate with the Company’s board of directors or an individual director should send their communications to the director(s)
care of Timothy Whelan, Chief Executive Officer, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054; or Fax:
(973) 386-9191. Communications regarding financial or accounting policies should be sent to the attention of the Chairman of the Audit
Committee. All other communications should be sent to the attention of the Chairman of the Nominating and Corporate Governance Committee.
Mr. Whelan will maintain a log of such communications and will transmit as soon as practicable such communications to either the Chairman
of the Audit Committee or the Chairman of the Nominating and Corporate Governance Committee, as applicable, or to the identified individual
director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently,
as determined by Mr. Whelan.
Director
Attendance at Annual Meetings
The
Company will make every effort to schedule its annual meeting of shareholders at a time and date to accommodate attendance by directors
taking into account the directors’ schedules. All of our directors attended the Company’s 2021 annual meeting of shareholders.
All directors are expected to attend the Meeting.
Vote
Required and Recommendation of the Company’s Board of Directors
If
a quorum is present at the Meeting, the six nominees for director receiving the highest number of votes cast “FOR” will be
elected as directors of the Company, each to serve a one-year term and until their respective successors are elected and qualified.
The
Company’s board of directors unanimously recommends that you vote “FOR” the election of each of the nominees named
above to the Company’s board of directors. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” EACH NOMINEE UNLESS SHAREHOLDERS
SPECIFY A CONTRARY VOTE.
AUDIT
COMMITTEE REPORT
The
Audit Committee is composed of independent directors, as defined in the listing standards of the NYSE American and the rules of the SEC,
and operates under a written charter adopted by the board of directors. The current members of the Company’s Audit Committee are
Alan L. Bazaar, Allan D.L. Weinstein and C. Scott Gibson.
The
following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended
December 31, 2021. The information contained in this report shall not be deemed to be soliciting material or to be filed with the SEC,
nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange
Act, except to the extent that the Company specifically incorporates it by reference in such filing.
In
connection with the preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021:
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The
Audit Committee reviewed and discussed the audited financial statements with management; |
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The
Audit Committee discussed with PKF O’Connor Davies, LLP (“PKF”), the Company’s independent registered public
accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board
(“PCAOB”) and the SEC; and |
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The
Audit Committee received and reviewed the written disclosures and the letter from PKF required by applicable requirements of the
PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with
the auditors their independence and satisfied itself as to the auditor’s independence. |
Based
on the review and discussion referred to above, the Audit Committee recommended to the Company’s board of directors that the Company’s
audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,
for filing with the SEC.
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AUDIT
COMMITTEE |
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Alan
L. Bazaar |
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Allan
D.L. Weinstein |
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C.
Scott Gibson |
Dated:
April 29, 2022
EXECUTIVE
COMPENSATION
Overview
The
goal of our executive compensation program is the same as our goal for operating the Company: to create long-term value for our shareholders.
Toward this goal, we have designed and implemented our compensation programs for our named executive officers to reward them for sustained
financial and operating performance and leadership excellence, to align their interests with those of our shareholders and to encourage
them to remain with the Company for long and productive careers. Most of our compensation elements simultaneously fulfill one or more
of our performance, alignment and retention objectives. These elements consist of salary and bonuses, equity incentive compensation,
retirement and other benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and
the opportunity for future compensation. We combine the compensation elements for each executive in a manner we believe optimizes the
executive’s contribution to the Company. Our named executive officers for 2021 were Mr. Whelan, Mr. Kandell, Mr. Monopoli and Mr.
Rodriquez.
Compensation
Objectives
Performance.
Key elements of compensation that depend on the named executive officer’s performance include:
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a
discretionary cash bonus that is based on an assessment of his performance against pre-determined quantitative and qualitative measures
within the context of the Company’s overall performance; and |
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equity
incentive compensation in the form of stock options and restricted stock, which may be subject to performance objectives and continued
service by the executive with the Company. |
Base
salary and bonus are designed to reward annual achievements and be commensurate with the executive’s scope of responsibilities,
demonstrated leadership abilities, and management experience and effectiveness. Our equity incentive compensation is focused on motivating
and challenging each named executive officer to achieve superior, longer-term, sustained results.
Alignment.
We seek to align the interests of the named executive officers with those of our investors by evaluating executive performance
on the basis of key financial measurements which we believe closely correlate to long-term shareholder value. These may include revenue,
operating profit, earnings per share, operating margins, return on total equity or total capital, cash flow from operating activities,
total shareholder return and adjusted earnings before interest, taxes, depreciation expense, amortization expense and other non-recurring
expenses (“Adjusted EBITDA”). We believe that our equity incentive compensation awards align the interests of the named executive
officers with the interests of our shareholders because we have structured the vesting of the awards to vest over time or based on achievement
of key financial measurements and the total realized value of the awards are designed to correspond to stock price appreciation.
Retention.
We attempt to retain our executives by using continued service as part of the vesting terms of our equity compensation awards.
Implementing
Our Objectives
Determining
Compensation. Our Compensation Committee relies upon its judgment in making compensation decisions, after reviewing the performance
of the Company and carefully evaluating an executive’s performance during the year against predetermined established goals, relating
to leadership qualities, operational performance, business responsibilities, career with the Company, current compensation arrangements
and long-term potential to enhance shareholder value. Specific factors affecting compensation decisions for the named executive officers
include:
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key
financial measurements such as revenue, operating profit, earnings per share, operating margins, return on total equity or total
capital, cash flow from operating activities, total shareholder return and Adjusted EBITDA; |
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strategic
objectives such as acquisitions, dispositions or joint ventures, technological innovation and globalization; |
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promoting
commercial excellence by launching new or continuously improving products or services, being a leading market player and attracting
and retaining customers; |
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achieving
specific operational goals for the Company, including improved productivity, simplification and risk management; |
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achieving
excellence in their organizational structure and among their employees; and |
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supporting
our values by promoting a culture of unyielding integrity through compliance with law and our ethics policies, as well as commitment
to community leadership and diversity. |
We
generally do not adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of
compensation elements. We consider competitive market compensation paid by other companies, but we do not attempt to maintain a certain
target percentile within a peer group or otherwise rely on those data to determine executive compensation.
We
strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. Any apportionment
goal is not applied rigidly and does not control our compensation decisions; we use it as another tool to assess an executive’s
total pay opportunities and whether we have provided the appropriate incentives to accomplish our compensation objectives. Our mix of
compensation elements is designed to reward recent results and motivate long-term performance through a combination of cash and equity
incentive awards. We also seek to balance compensation elements that are based on financial, operational and strategic metrics, including
elements intended to reflect the performance of our shares. We believe the most important indicator of whether our compensation objectives
are being met is our ability to motivate our named executive officers to deliver superior performance and retain them to continue their
careers with us on a cost-effective basis.
Role
of Compensation Committee and CEO. The Compensation Committee of our board has primary responsibility for overseeing the design,
development and implementation of the compensation program for the CEO and the other named executive officers. The Compensation Committee
evaluates the performance of the CEO and recommends to all independent directors the CEO compensation in light of the goals and objectives
of the compensation program. The CEO and the Compensation Committee together assess the performance of the other named executive officers
and the Compensation Committee determines their compensation, based on initial recommendations from the CEO. The other named executive
officers do not play a role in their own compensation determination, other than discussing individual performance objectives with the
CEO.
Role
of Compensation Consultants. We did not use the services of any compensation consultant in matters affecting senior executive
or director compensation in 2021 or 2020. However, we have engaged with compensation consultants in the past and either the Company or
the Compensation Committee may engage or seek the advice of compensation consultants in the future.
Equity
Grant Practices. The exercise price of each stock option awarded to our named executive officers under our current long-term
equity incentive plan is at or above the closing price of our stock on the date of grant. Scheduling decisions are made without regard
to anticipated earnings or other major announcements by the Company. We prohibit the re-pricing of stock options. Restricted stock awards
for our named executive officers and our stock option awards typically provide for vesting over a requisite service period or when performance
targets, pre-determined by our board are achieved. The vesting structure of our equity grants is intended to further our goal of executive
retention by providing an incentive to our senior executives to remain in our employ during the vesting period.
Potential
Impact on Compensation from Executive Misconduct. If the board determines that an executive officer has engaged in fraudulent
or intentional misconduct, the board would take action to remedy the misconduct, prevent its recurrence, and impose such discipline on
the wrongdoers as it deems appropriate and permissible in accordance with applicable law. Discipline would vary depending on the facts
and circumstances, and may include, without limitation, (1) termination of employment, (2) initiating an action for breach of fiduciary
duty, and (3) if the misconduct resulted in a significant restatement of the Company’s financial results, seeking reimbursement
of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid
or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions
imposed by law enforcement agencies, regulators or other authorities.
Measures
Used to Achieve Compensation Objectives
Annual
Cash Compensation
Base
salary. Base salaries for our named executive officers depend on the scope of their responsibilities, their performance, and
the period over which they have performed those responsibilities. Decisions regarding salary increases take into account the executive’s
current salary and the amounts paid to the executive’s peers within and outside the Company. Base salaries are reviewed approximately
every 12 months but are not automatically increased if the Compensation Committee believes that other elements of compensation are more
appropriate in light of the Company’s stated objectives. This strategy is consistent with the Company’s primary intent of
offering compensation that, in significant part, is contingent on the achievement of performance objectives.
Bonus.
In April 2015, the Compensation Committee adopted an Officer Incentive Compensation Plan, or the Bonus Plan. The Bonus Plan is
an incentive program designed to (i) attract, retain and motivate the executives required to manage the Company, (ii) promote the achievement
of rigorous but realistic annual financial goals and (iii) encourage intensive fact-based business planning. The Compensation Committee
is authorized to interpret the Bonus Plan, establish, amend or rescind any rules and regulations relating to the Bonus Plan and to make
any other determinations that it deems necessary or desirable for the administration of the Plan.
Pursuant
to the terms of the Bonus Plan, the Compensation Committee has the authority to select the Company’s employees that are eligible
to participate in the Bonus Plan, who are referred to as participants. Each participant will be assigned a target award that is expressed
(i) as a specified maximum bonus amount of cash, (ii) as a percentage of base salary as in effect on the first day of the applicable
fiscal year or (iii) in such other manner as determined by the Compensation Committee. The Bonus Plan affords the Compensation Committee
the full power and authority to establish the terms and conditions of any award and to waive any such terms or conditions at any time.
The
payment of a target award is conditioned on the achievement of certain performance goals established by the Compensation Committee with
respect to a participant. Bonuses paid under the Bonus Plan, if any, are based upon an annual performance period, corresponding to each
fiscal year. For each performance period, participants are eligible to receive a potential bonus payment based on the participant’s
and the Company’s achievement, respectively, of individual management objectives and corporate financial performance elements.
Under certain circumstances, the Compensation Committee is authorized to adjust or modify the calculation of any performance goal set
for a participant. Furthermore, the Compensation Committee determines the amount of the award for the applicable performance period for
each participant. Under the terms of the Bonus Plan, the Compensation Committee also retains the right to reduce the amount of or totally
eliminate an award to a participant if it determines that such a reduction or elimination is appropriate.
Awards
under the Bonus Plan, if any, will be distributed in lump sum cash payments following the Compensation Committee’s determination
of such award. All payments under the Bonus Plan are contingent on satisfactory service through the last date of any applicable performance
period, except as described in the Bonus Plan in the event of termination due to death, disability or retirement.
The
base salaries paid, and the annual bonuses awarded, to the named executive officers in 2021 and 2020 are show in the Summary Compensation
Table below and are discussed in the footnotes.
Equity
Awards
The
Company’s equity incentive compensation program is designed to recognize scope of responsibilities, reward demonstrated performance
and leadership, motivate future superior performance, align the interests of the executive with our shareholders’ and retain the
executives through the term of the awards. We consider the grant size and the appropriate combination of stock options or restricted
stock when making award decisions. Equity-based awards are made pursuant to the Company’s equity incentive plan. Our current equity-based
employee compensation plan, the 2021 Long-Term Incentive Plan, which we refer to as the 2021 Plan, was approved by our shareholders in
June 2021. We regard the 2021 Plan as a key retention tool. Retention serves as a very important factor in our determination of the type
of award to grant and the number of underlying shares that are granted in connection with an award.
The
Compensation Committee considers cost to the Company in determining the form of award and, as a result, typically grants stock options
and restricted shares. In determining the size of an option or restricted stock grant to a named executive officer, both upon initial
hire and on an ongoing basis, our Compensation Committee considers competitive market factors, the size of the equity incentive plan
pool, cost to the Company, the level of equity held by other officers and individual contribution to corporate performance. Although
there is no set target ownership level for options or stock, the Compensation Committee recognizes that the equity based component ensures
additional focus by the named executive officers on stock price performance and enhances executive retention. The exercise price of stock
options is typically tied to the fair market value of our Common Stock on the date of grant, but could be set at a higher price if deemed
appropriate, and such options typically vest either when performance targets, pre-determined by our Compensation Committee, are achieved,
or over a requisite service period.
There
is no set formula for the granting of awards to individual executives or employees. The number of options and shares of restricted stock
awarded may vary up or down from year-to-year.
Equity
incentive compensation is based upon the strategic, operational and financial performance of the Company overall and reflects the executives’
expected contributions to the Company’s future success. Existing ownership levels are not a factor in award determination, as we
do not want to discourage executives from holding significant amounts of our stock.
On
January 6, 2022, the Compensation Committee approved the grant of restricted common stock awards to named executive officers Tim Whelan,
Mike Kandell, Dan Monopoli and Alfred Rodriguez of 125,000, 75,000, 50,000 and 50,000 shares respectively. The awards vest equally over
two years. If a named executive officer’s service with the Company terminates before the restricted awards are fully vested, then
the unvested shares are forfeited and immediately returned to the Company. The grant date value per share was $2.11.
In
April 2020, Messrs. Whelan, Kandell and Monopoli were each granted 100,000 incentive stock options at an exercise price of $1.50 per
share. The options vest cumulatively in four equal installments upon achievement of consolidated revenue targets. In August 2020 Mr.
Rodriguez was granted 150,000 incentive stock options as an exercise price of $1.20 per share that vest upon achievement of consolidated
revenue targets. Additionally, Mr. Rodriguez was granted 50,000 shares of restricted stock which vest in equal annual installments over
four years. See Note 1 to the “Summary Compensation Table” below for additional information regarding these options. We believe
that the vesting schedules of equity awards granted in 2020 aid the Company in motivating and retaining our named executive officers
and provides shareholder value.
Employment
Agreement with CEO
In
connection with our retention of Timothy Whelan as Chief Executive Officer on June 30, 2016, the Company entered into an Employment Agreement
with Mr. Whelan. The Employment Agreement had a term of one year with automatic renewals for successive one-year periods, unless either
the Company or Mr. Whelan gives notice that such party elected not to extend the term. Under the Employment Agreement, Mr. Whelan was
originally entitled to an initial base salary of $275,000 per annum for his services as Chief Executive Officer, which is to be reviewed
annually and may be adjusted by the Compensation Committee or the Board in their sole discretion. On June 5, 2017, the Compensation Committee
recommended, and the Board approved, an extension of Mr. Whelan’s Employment Agreement for an additional four year term at a base
annual salary of $325,000 and Mr. Whelan is eligible to receive an annual cash incentive award as determined by the Compensation Committee.
Under
the Employment Agreement, Mr. Whelan is entitled to at least four weeks of paid vacation per annum and general expense reimbursement
for business and travel related expenses incurred in the performance of his duties. The Agreement provides that Mr. Whelan also is entitled
to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements as are
made generally available from time to time to senior executives of the Company.
If
Mr. Whelan’s employment is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as
such terms are defined in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions,
the Employment Agreement provided that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of one year of his salary
as in effect immediately prior to the date of termination, which is payable in equal installments over a period of one-year, (ii) the
cash amount Mr. Whelan has earned as of the date of termination as determined by the Compensation Committee in good faith, taking into
account Mr. Whelan’s annual cash incentive award opportunity for the applicable year (the “Cash Bonus”), (iii)
extension of the post-termination exercise period for all outstanding stock options of the Company’s common stock held by Mr. Whelan
as of the date of his termination to the earlier of (a) the first anniversary of the date of termination, and (b) the date of expiration
of the respective option, during which post-termination period such options shall continue to vest in accordance with their respective
terms (to the extent not already fully vested) (the “Option Termination Benefits”), and (iv) his accrued salary and
benefits as of the date of termination.
In
the event that Mr. Whelan’s employment terminates due to his death or disability, he and/or his estate or beneficiaries (as the
case may be) shall be entitled to (a) a single sum cash amount, payable on the 60th day following the date of termination,
in an amount equal to the Cash Bonus, (b) the Option Termination Benefits and (c) his accrued salary and benefits as of the date of termination.
If
Mr. Whelan’s employment is terminated by the Company for cause, by Mr. Whelan without good reason or upon expiration of the term
of the Employment Agreement, he is entitled only to his accrued salary and benefits as of the date of termination.
On
January 6, 2022, the Compensation Committee approved certain amendments to that certain Employment Agreement between the Company and
Mr. Whelan. The Compensation Committee extended the term of the Employment Agreement through December 31, 2023 and increased Mr. Whelan’s
bonus target from $200,000 in 2021 to $250,000 for 2022.
The
Employment Agreement amendment increased Mr. Whelan’s severance benefits from twelve (12) months to fifteen (15) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Whelan’s employment is terminated by the Company without
cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined in the Employment Agreement), in each case,
subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement amendment provides that Mr. Whelan is entitled
to: (i) severance in an amount equal to the sum of fifteen (15) months of his salary as in effect immediately prior to the date of termination,
which is payable in equal installments over a period of fifteen (15) months, and (ii) cash in an amount equal to Mr. Whelan’s annual
cash incentive award opportunity for the applicable year, among other things set forth in the Employment Agreement.
Employment
Arrangements with Other Named Executive Officers
Amendment
of Kandell Employment Arrangement and Termination Agreement
On
January 6, 2022, the Compensation Committee also approved certain amendments to the terms of its employment arrangement and termination
agreement with Michael Kandell, the Company’s Chief Financial Officer. The Compensation Committee increased Mr. Kandell’s
base salary from $242,500 in 2021 to $260,000 for 2022 and also increased Mr. Kandell’s bonus target from $100,000 in 2021 to $150,000
for 2022. The Compensation Committee also granted Mr. Kandell 75,000 shares of restricted stock which vest annually over two years under
the Company’s 2021 Long-Term Incentive Plan.
The
employment arrangement amendment increased Mr. Kandell’s severance benefits from nine (9) months to twelve (12) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Kandell’s employment is terminated by the Company for
a reason other than death, Disability or Cause, or should Mr. Kandell resign for Good Reason (as defined in the 2021 Plan), then, subject
to signing and not revoking a general release in a form acceptable to the Company, Mr. Kandell will be paid: (i) severance in an amount
equal to the sum of twelve (12) months of his salary as in effect immediately prior to the date of termination, which is payable in equal
installments over a period of twelve (12) months, and (ii) cash in an amount equal to Mr. Kandell’s annual cash incentive award
opportunity for the applicable year, among other benefits under the employment arrangement.
Under
the employment arrangement amendment, Mr. Kandell is entitled to participate in such health, group insurance, welfare, pension, and other
employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company
during the term of his severance period.
Amendment
of Monopoli Employment Arrangement and Termination Agreement
On
January 6, 2022, the Compensation Committee also approved certain amendments to the terms of its employment arrangement and termination
agreement with Daniel Monopoli. In connection with the previously disclosed sale of the Company’s Microlab business and the resulting
reorganization of the Company around two operating segments, Test & Measurement (“T&M”) and Radio, Baseband, Software
(“RBS”), Mr. Monopoli’s role changed from the Company’s Chief Technology Officer to Senior Vice President, General
Manager of the T&M segment. The Compensation Committee increased Mr. Monopoli’s base salary from $235,000 in 2021 to $260,000
for 2022 and also increased Mr. Monopoli’s bonus target from $100,000 in 2021 to $150,000 for 2022. The Compensation Committee
also granted Mr. Monopoli 50,000 shares of restricted stock which vest annually over two years under the 2021 Plan.
The
employment arrangement amendment increased Mr. Monopoli’s severance benefits from six (6) months to nine (9) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Monopoli’s employment is terminated by the Company
for a reason other than death, Disability or Cause, or should Mr. Monopoli resign for Good Reason (as defined in the 2021 Plan), then,
subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Monopoli will be paid: (i) severance in
an amount equal to the sum of nine (9) months of his salary as in effect immediately prior to the date of termination, which is payable
in equal installments over a period of nine (9) months, and (ii) cash in an amount equal to Mr. Monopoli’s annual cash incentive
award opportunity for the applicable year, among other benefits under the employment arrangement.
Under
the employment arrangement amendment, Mr. Monopoli is entitled to participate in such health, group insurance, welfare, pension, and
other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the
Company during the term of his severance period.
Amendment
of Rodriguez Employment Arrangement and Termination Agreement
On
January 6, 2022, the Compensation Committee also approved certain amendments to the terms of its employment arrangement and termination
agreement with Alfred Rodriguez. In connection with the previously disclosed sale of the Company’s Microlab business and the resulting
reorganization of the Company around two operating segments, Test & Measurement (“T&M”) and Radio, Baseband, Software
(“RBS”), Mr. Rodriguez’s role changed from the Company’s Chief Revenue Officer to Senior Vice President, General
Manager of the RBS segment. The Compensation Committee established Mr. Rodriguez’s bonus target at $150,000 for 2022. Prior to
2022 Mr. Rodriguez participated in the Company’s commission plan. The Compensation Committee also granted Mr. Rodriquez 50,000
shares of restricted stock which vest annually over two years under the 2021 Plan.
The
employment arrangement amendment increased Mr. Rodriguez’s severance benefits from six (6) months to nine (9) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Rodriguez’s employment is terminated by the Company
for a reason other than death, Disability or Cause, or should Mr. Rodriguez resign for Good Reason (as defined in the 2021 Plan), then,
subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Rodriguez will be paid: (i) severance
in an amount equal to the sum of nine (9) months of his salary as in effect immediately prior to the date of termination, which is payable
in equal installments over a period of nine (9) months, and (ii) cash in an amount equal to Mr. Rodriguez’s annual cash incentive
award opportunity for the applicable year, among other benefits under the employment arrangement.
Under
the employment arrangement amendment, Mr. Rodriguez is entitled to participate in such health, group insurance, welfare, pension, and
other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the
Company during the term of his severance period.
Summary
Compensation Table for 2021 and 2020
The
following summary compensation table sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2021 and
2020 to our “named executive officers,” as that term is defined in Item 402(m) of Regulation S-K.
| Name and Principal Position(s) | |
Year | | |
Salary
($) | | |
Bonus
($)(1) | | |
Stock
Awards
($)(2) | | |
Option
Awards
($)(3) | | |
All Other
Compensation
($)(4) | | |
Total
($) | |
| Timothy Whelan | |
2021 | | |
| 325,000 | | |
| 100,000 | | |
| — | | |
| — | | |
| 24,788 | | |
| 449,788 | |
| Chief Executive Officer | |
2020 | | |
| 325,000 | | |
| — | | |
| — | | |
| 40,300 | | |
| 21,022 | | |
| 386,322 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Michael Kandell | |
2021 | | |
| 242,500 | | |
| 50,000 | | |
| — | | |
| — | | |
| 23,453 | | |
| 315,953 | |
| Chief Financial Officer and Secretary | |
2020 | | |
| 237,211 | | |
| — | | |
| — | | |
| 40,300 | | |
| 19,115 | | |
| 296,626 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Daniel Monopoli | |
2021 | | |
| 235,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| 26,340 | | |
| 311,340 | |
| Chief Technology Officer | |
2020 | | |
| 229,807 | | |
| — | | |
| — | | |
| 40,300 | | |
| 26,120 | | |
| 296,227 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Alfred Rodriguez | |
2021 | | |
| 260,000 | | |
| 5,000 | | |
| — | | |
| — | | |
| 118,670 | | |
| 383,670 | |
| Chief Revenue Officer | |
2020 | | |
| 104,000 | | |
| — | | |
| 60,000 | | |
| 106,800 | | |
| 63,759 | | |
| 334,559 | |
| (1) |
In
2021 Mr. Whelan, Mr. Kandell, and Mr. Monopoli earned $100,000, $50,000 and $50,000, respectively, under the Company’s Bonus
Plan. These amounts were accrued in 2021 and approved by the Compensation Committee and paid in March 2022. In 2021 Mr. Rodriguez
earned and was paid $5,000 under the Company’s Bonus Plan. |
| |
|
| (2) |
In
2020 Mr. Rodriquez was granted 50,000 restricted shares which vest annually over 4 years. |
| |
|
| (3) |
In
2020 Mr. Whelan, Mr. Kandell, and Mr. Monopoli were each awarded 100,000 performance-based stock options. The calculated aggregate
grant date fair value of the awards were approximately $40,300 each. Additionally, in 2020, Mr. Rodriguez was awarded 150,000 performance-based
stock options. The calculated grant date fair value of Mr. Rodriquez’s award was $106,830. The grant date fair value was estimated
using the Black-Scholes option pricing model. The awards vest cumulatively in four equal installments upon achievement of trailing
twelve month (“TTM”) revenue milestones as follows: 25% vesting upon TTM revenue of $55.0 million, an additional 25%
vesting upon TTM revenue of $61.5 million, an additional 25% vesting upon TTM revenue of $69.0 million and the remaining 25% vesting
upon TTM revenue of $77.5 million. |
| |
|
| (4) |
The
amounts shown in this column include for each named executive officer the total estimated value of the premium paid on group term
life insurance and accidental death and dismemberment insurance, the employer portion of medical, dental and vision benefits and
the Company’s matching contribution under the Wireless Telecom Group, Inc. 401(k) Profit Sharing Plan. In the case of Mr. Rodriguez
this column also includes commissions accrued and paid under the Company’s commission plan in the amount of $55,000 in 2020
and $91,734 in 2021. |
Description
of Bonus Award Opportunities for 2021 and 2020
The
Compensation Committee determines management objectives, or MBOs, for each of Messrs. Whelan, Kandell and Monopoli and year-end financial
performance targets for the Company in accordance with the Bonus Plan. Following the completion of the fiscal year ended December 31,
2021 and 2020, the Compensation Committee reviewed the performance of each of those named executive officers and the Company, in relation
to the various MBOs and financial performance targets for each fiscal year. A component of each named executive’s bonus performance
target reflected achievement of the individual MBOs, subject to achievement of minimum financial performance targets, and a portion was
tied to the Company’s achievement of the financial performance targets.
The
MBO bonus component, which represented 30% of each named executive officer’s target bonus amount, was based on the Compensation
Committee’s quantitative assessment of the named executive officer’s achievement of specific, agreed to, MBO elements as
established pursuant to the Bonus Plan. The financial performance bonus component of the bonus targets, which represented 70% of each
named executive officer’s target bonus amount, was based on the Company’s achievement of an Adjusted EBITDA target established
by the Compensation Committee with input from management.
Upon
review following each of the fiscal year ended December 31, 2021, the Compensation Committee determined that bonuses would be awarded
to the named executive officers based on the Company’s financial performance. Mr. Whelan, Mr. Kandell, and Mr. Monopoli earned
$100,000, $50,000 and $50,000, respectively, under the Company’s Bonus Plan for fiscal 2021. No bonuses were awarded for fiscal
year 2020.
Outstanding
Equity Awards at Fiscal Year-End 2021
| | |
Option Awards | |
Stock Awards |
| | |
| | |
| |
|
| | |
| | |
| |
| | |
| | |
| | |
|
| Name | |
Number of
securities
underlying
unexercised
options
(#)
exercisable | | |
Number of
securities
underlying
unexercised
options
(#)
unexercisable | |
|
Number of
securities
underlying
unexercised
unearned
options
(#) | | |
Option
Exercise
Price
($) | | |
Option
Expiration
Date | |
Number of shares or units of stock that have not vested (#) | | |
Market value of shares or units of stock that have not vested ($) | | |
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | | |
Equity
incentive plan
awards:
Market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($) |
| Timothy Whelan | |
| 130,000 | (1) | |
| — | |
|
| | | |
$ | 1.30 | | |
11/19/2025 | |
| | | |
| | | |
| — | | |
— |
| | |
| 400,000 | (1) | |
| — | |
|
| | | |
$ | 1.34 | | |
6/30/2026 | |
| — | | |
| — | | |
| — | | |
— |
| | |
| 200,000 | (1) | |
| — | |
|
| | | |
$ | 1.65 | | |
6/5/2027 | |
| — | | |
| — | | |
| — | | |
— |
| | |
| | | |
| | |
|
| 100,000 | (2) | |
$ | 1.50 | | |
4/7/2030 | |
| — | | |
| — | | |
| — | | |
— |
| Michael Kandell | |
| 100,000 | (3) | |
| — | |
|
| | | |
$ | 1.91 | | |
1/2/2027 | |
| 12,500 | (8) | |
$ | 27,500 | | |
| — | | |
— |
| | |
| | | |
| | |
|
| 100,000 | (4) | |
$ | 1.50 | | |
4/7/2030 | |
| — | | |
| | | |
| — | | |
— |
| Daniel Monopoli | |
| — | | |
| — | |
|
| 50,000 | (6) | |
$ | 1.83 | | |
9/8/2025 | |
| 12,500 | (8) | |
$ | 27,500 | | |
| — | | |
— |
| | |
| 10,000 | (5) | |
| — | |
|
| | | |
$ | 1.92 | | |
1/12/2027 | |
| | | |
| | | |
| — | | |
— |
| | |
| 40,000 | (5) | |
| — | |
|
| | | |
$ | 1.60 | | |
6/15/2027 | |
| — | | |
| — | | |
| — | | |
— |
| | |
| | | |
| | |
|
| 100,000 | (6) | |
$ | 1.50 | | |
4/7/2030 | |
| — | | |
| — | | |
| — | | |
— |
| Alfred Rodriguez | |
| | | |
| — | |
|
| 150,000 | (7) | |
$ | 1.50 | | |
8/4/2030 | |
| 37,500 | (9) | |
$ | 82,500 | | |
| | |
| |
(1) |
130,000
options granted on November 19, 2015 during time as non-employee director which vested 1/12th each quarter through November 19, 2018
(130,000 shares exercisable as of December 31, 2021), 400,000 options granted on June 30, 2016 upon appointment as CEO which vested
1/16th each quarter through June 30, 2020 (400,000 shares exercisable as of December 31, 2021) and 200,000 options granted on June
5, 2017 which vested 1/16th each quarter through June 30, 2021 (200,000 shares exercisable as of December 31, 2021). |
| |
|
|
| |
(2) |
100,000
performance-based stock options granted on April 7, 2020 that were unexercised and unearned on December 31, 2021 and which will vest
in four equal installments upon the achievement of certain Company financial performance milestones. See Note 3 to the “Summary
Compensation Table” above for additional information regarding these performance-based options. |
| |
|
|
| |
(3) |
100,000
options granted on January 2, 2017, which vested in equal annual installments over a four year period (100,000 shares exercisable
as of December 31, 2021). |
| |
|
|
| |
(4) |
100,000
performance-based stock options granted on April 7, 2020 that were unexercised and unearned on December 31, 2021 and which will vest
in four equal installments upon the achievement of certain Company financial performance milestones. See Note 3 to the “Summary
Compensation Table” above for additional information regarding these performance-based options. |
| |
|
|
| |
(5) |
10,000
and 40,000 options granted on January 12, 2017 and June 15, 2017, respectively, which vested in equal annual installments over a four
year period (10,000 and 40,000 options exercisable as of December 31, 2021 under the January 12, 2017 and June 15, 2017 grants, respectively). |
| |
|
|
| |
(6) |
50,000
and 100,000 unvested performance-based stock options granted on September 8, 2015 and April
7, 2020, respectively, which will vest in four equal installments upon the achievement of
certain Company financial performance milestones. See Note 3 to the “Summary
Compensation Table” above for additional information regarding these performance-based
options. |
| |
|
|
| |
(7) |
150,000
performance-based stock options granted on August 4, 2020 that were unexercised and unearned on December 31, 2021 and which will
vest in four equal installments upon the achievement of certain Company financial performance milestones. See Note 3 to the
“Summary Compensation Table” above for additional information regarding these performance-based options. |
| |
|
|
| |
(8) |
50,000
restricted shares granted on December 20, 2018 which vest in equal annual installments over 4 years through December 20, 2022 (12,500
unvested as of December 31, 2021). |
| |
|
|
| |
(9) |
50,000
restricted shares granted on August 4, 2020 which vest in equal annual installments over 4 years through August 4, 2024 (37,500,000
unvested as of December 31, 2021). |
Option
Exercises for 2021
None
of the named executive officers exercised stock options during 2021.
Potential
Payments upon Termination
Set
forth below is a description of the employment and other similar agreements and arrangements which provide for payment upon termination
with the Company’s named executive officers.
Whelan
Employment Agreement. As described above (“Employment Agreement with CEO”), the Company has an employment agreement
with Timothy Whelan, the Company’s CEO. That Employment Agreement provides for certain payments in the event of Mr. Whelan’s
termination by the Company without cause or by Mr. Whelan for “good reason”. Specifically, if Mr. Whelan’s employment
is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined in the
Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement provides
that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of fifteen months of his salary as in effect immediately
prior to the date of termination, which is payable in equal installments over a period of fifteen months, (ii) cash in an amount equal
to Mr. Whelan’s annual cash incentive award opportunity for the applicable year , (iii) extension of the post-termination exercise
period for all outstanding stock options of the Company’s common stock held by Mr. Whelan as of the date of his termination to
the earlier of (a) the first anniversary of the date of termination, and (b) the date of expiration of the respective option, during
which post-termination period such options shall continue to vest in accordance with their respective terms (to the extent not already
fully vested), and (iv) his accrued salary and benefits as of the date of termination.
Kandell
Termination Agreement. As described above, under the terms of Mr. Kandell’s offer of employment dated December 1, 2016
and subsequently amended on January 31, 2022, should Mr. Kandell’s employment be terminated by the Company for a reason other than
death, Disability or Cause, or should Mr. Kandell resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and
not revoking a general release in a form acceptable to the Company, Mr. Kandell will be paid: (i) severance in an amount equal to the
sum of twelve months of Mr. Kandell’s salary as in effect immediately prior to the date of termination, which is payable in equal
installments over a period of twelve months; (ii) cash in an amount equal to 100% of Mr. Kandell’s annual cash incentive award
opportunity for the applicable year; and (iii) at the Company’s election either continuation of benefits, to the extent permissible
under the applicable employee benefit plans in which Mr. Kandell is a participant, for the 12 months after the termination date, or a
lump sum payment, in lieu of the continuation of some or all benefits, in an amount determined by the Board in its discretion.
Monopoli
Termination Agreement. As described above, under the terms of Mr. Monopoli’s offer of employment dated June 15, 2017 and
subsequently amended on January 31, 2022, should Mr. Monopoli’s employment be terminated by the Company for a reason other than
death, Disability or Cause, or should Mr. Monopoli resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and
not revoking a general release in a form acceptable to the Company, Mr. Monopoli will be paid: (i) severance in an amount equal to the
sum of nine months of Mr. Monopoli’s salary as in effect immediately prior to the date of termination, which is payable in equal
installments over a period of nine months; (ii) cash in an amount equal to 75% of Mr. Monopoli’s annual cash incentive award opportunity
for the applicable year and (iii) at the Company’s election either continuation of benefits, to the extent permissible under the
applicable employee benefit plans in which Mr. Monopoli is a participant, for the 9 months after the termination date, or a lump sum
payment, in lieu of the continuation of some or all benefits, in an amount determined by the Board in its discretion.
Rodriguez
Termination Agreement. As described above, under the terms of Mr. Rodriguez’s offer of employment dated July 15, 2020 and
subsequently amended on January 31, 2022, should Mr. Rodriquez’s employment be terminated by the Company for a reason other than
death, Disability or Cause, or should Mr. Rodriquez resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and
not revoking a general release in a form acceptable to the Company, Mr. Rodriquez will be paid: (i) severance in an amount equal to the
sum of nine months of Mr. Rodriquez’s salary as in effect immediately prior to the date of termination, which is payable in equal
installments over a period of nine months; (ii) cash in an amount equal to 75% of Mr. Rodriquez’s annual cash incentive award opportunity
for the applicable year and (iii) at the Company’s election either continuation of benefits, to the extent permissible under the
applicable employee benefit plans in which Mr. Monopoli is a participant, for the 9 months after the termination date, or a lump sum
payment, in lieu of the continuation of some or all benefits, in an amount determined by the Board in its discretion.
Change
of Control. Each of our named executive officers has been awarded stock option grants and restricted stock awards that have vested
or that will vest and will become immediately exercisable upon the date on which a change of control of the Company occurs.
Director
Compensation for 2021
Non-employee
directors of the Company receive cash and equity compensation. For 2021, each non-employee director received 25,000 restricted stock
units. Each restricted stock unit represents the Company’s obligation to issue one share of the Company’s common stock and
vests on the day before the first anniversary of the grant date or, if earlier, the effective date of a separation of service due to
death or disability. Once vested, each restricted stock unit will be settled by delivery of shares to the board member no later than
30 days following: 1) the third anniversary of the grant date, 2) separation from service following, or coincident with, a vesting date,
or 3) a change in control.
In
addition to the equity compensation set forth above, the board received cash compensation. Specifically, each non-employee director received
an annual cash retainer of $32,000. Additionally, a non-employee director serving as a member of a committee received an annual retainer
as follows: Audit Committee - $4,000; Compensation Committee - $4,000; Nominating and Corporate Governance Committee - $2,500; and Strategy
Oversight Committee - $2,500. Committee chairs received cash compensation as follows: Audit Committee - $7,500; Compensation Committee
- $7,500; Nominating and Corporate Governance Committee - $5,000; and Strategy Oversight Committee - $5,000. The Chairman of the Board
received $10,000 annual cash compensation for his service as Chairman. For Mr. Garrity and Mr. Manko, cash compensation for 2021 was
prorated based on their term on the board for fiscal 2021.
The
following summary compensation table sets forth the total compensation paid or accrued for the fiscal year ended December 31, 2021 to
our non-employee directors.
| | |
Fees Earned or
Paid in Cash
($) | | |
Stock
Awards
($) (a) | | |
Option
($) Awards (b) | | |
Total
($) | |
| Alan L. Bazaar | |
$ | 53,022 | | |
$ | 67,500 | | |
$ | — | | |
$ | 120,522 | |
| Joseph Garrity | |
$ | 17,733 | | |
$ | — | | |
$ | — | | |
$ | 17,733 | |
| Mitchell Herbets | |
$ | 37,875 | | |
$ | 67,500 | | |
$ | — | | |
$ | 105,375 | |
| Joseph M. Manko Jr. | |
$ | 15,200 | | |
$ | — | | |
$ | — | | |
$ | 15,200 | |
| Michael Millegan | |
$ | 43,875 | | |
$ | 67,500 | | |
$ | — | | |
$ | 111,375 | |
| Allan D.L. Weinstein | |
$ | 40,000 | | |
$ | 67,500 | | |
$ | — | | |
$ | 107,500 | |
| Jennifer Fritzsche | |
$ | 34,889 | | |
$ | 67,500 | | |
$ | — | | |
$ | 102,389 | |
| C. Scott Gibson | |
$ | 30,061 | | |
$ | 67,500 | | |
$ | — | | |
$ | 97,561 | |
| |
(a) |
Represents
the grant date fair value determined in accordance with ASC Topic 718 for the grants of Restricted Stock Units (“RSU”).
In August 2021, the Company granted 25,000 RSUs under the 2021 Plan to each of our non-employee directors. The RSUs will vest on
August 1, 2022, provided service as a director continues to such date. Once vested, these RSUs will be settled by delivery of shares
to the board member no later than 30 days following: 1) the third anniversary of the grant date, 2) separation from service following,
or coincident with, a vesting date, or 3) a change in control. The aggregate number of RSUs as of December 31, 2021 held by each
of Mr. Bazaar, Mr. Herbets, Mr. Millegan and Mr. Weinstein was 100,000. The number of RSUs held by Ms. Fritzsche and Mr. Gibson as
of December 31, 2021 were 36,507 and 29,400, respectively. The aggregate number of vested restricted shares held as of that date
by Mr. Bazaar was 120,000, Mr. Herbets was 80,000, Mr. Millegan was 45,000 and Mr. Weinstein was 45,000. |
| |
|
|
| |
(b) |
The
aggregate number of options as of December 31, 2021 held by Mr. Bazaar was 140,000, the aggregate number of options held by each
of Messrs. Weinstein and Millegan was 105,000, and the aggregate number of options held by Mr. Herbets was 155,000. |
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information regarding the Company’s Common Stock owned as of April 25, 2022 by (i) each person
who is known by the Company to beneficially own more than 5% of its outstanding shares of Common Stock, (ii) each director and each of
the Company’s current named executive officers, and (iii) all executive officers and directors as a group without naming them.
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of Common Stock subject to options, restricted stock awards or restricted
stock units held by that person that are currently exercisable or vested or will become exercisable or otherwise vest within 60 days
after April 25, 2022, are deemed outstanding and included in both the numerator and the denominator of the calculation of percentage
ownership; however, such shares are not deemed outstanding for purposes of computing the ownership percentage of any other person.
| Name and Address of Beneficial Owner | |
Amount and Nature of
Beneficial Ownership (1) | | |
Percent of
Class (2) | |
| Alan L. Bazaar (3) | |
| 2,229,942 | | |
| 9.6 | % |
| Mitchell Herbets (4) | |
| 312,000 | | |
| 1.3 | % |
| Michael Millegan (4) | |
| 225,000 | | |
| 1.0 | % |
| Allan D.L. Weinstein (4) | |
| 225,000 | | |
| 1.0 | % |
| Timothy Whelan (5) | |
| 924,873 | | |
| 3.9 | % |
| Michael Kandell | |
| 149,490 | | |
| * | |
| Daniel Monopoli | |
| 74,374 | | |
| * | |
| Jennifer Fritzsche(6) | |
| 11,507 | | |
| * | |
| C. Scott Gibson(6) | |
| 4,400 | | |
| * | |
| Alfred Rodriguez | |
| 7,205 | | |
| * | |
| All executive officers and directors as a group (10 persons) (7) | |
| 4,163,791 | | |
| 16.9 | % |
Hollow Brook Wealth Management, LLC (8)
Philip E. Richter 152 Bedford Rd Katonah, NY 10536 | |
| 1,859,597 | | |
| 8.6 | % |
Horton Capital Partners Fund, LP (9)
Horton Capital Partners, LLC
Horton Capital Management, LLC
Joseph M. Manko, Jr.
1717 Arch Street, Suite 3920
Philadelphia, PA 19103 | |
| 1,562,426 | | |
| 6.8 | % |
AIGH Capital Management, LLC (10)
6006 Berkeley Avenue
Baltimore MD 21209 | |
| 1,867,639 | | |
| 8.1 | % |
| |
* |
Less
than one percent. |
| |
|
|
| |
(1) |
Except
as otherwise set forth in the footnotes below, all shares are directly beneficially owned, and the sole voting and investment power
is held by the persons named. |
| |
|
|
| |
(2) |
Based
upon 22,972,008 shares of Common Stock outstanding as of April 25, 2022. |
| |
(3) |
Mr.
Bazaar has sole voting and dispositive power with respect to 295,345 shares. Beneficial ownership also includes 1,859,597 shares
of common stock beneficially owned by Hollow Brook Wealth Management, LLC that are owned by its investment advisory clients. Mr.
Bazaar serves as Chief Executive Officer of Hollow Brook Wealth Management, LLC. See note 7 and 8 below. Beneficial ownership reflected
in the table includes 75,000 vested restricted stock units, 25,000 of which have been distributed and 50,000 of which are fully vested
but none of which will be distributed until the earlier of three years from the date of grant, a change in control, or a separation
from service on the board for any reason. |
| |
|
|
| |
(4) |
Beneficial
ownership includes 75,000 vested restricted stock units, 25,000 of which have been distributed and 50,000 of which are fully vested
but none of which will be distributed until the earlier of three years from the date of grant, a change in control, or a separation
from service on the board for any reason. |
| |
|
|
| |
(5) |
Beneficial
ownership includes 730,000 shares of Common Stock subject to options which are currently exercisable and 194,873 shares of common
stock. |
| |
|
|
| |
(6) |
Beneficial
ownership reflected in the table represents vested restricted stock units which will be distributed
on the earlier of three years from the date of grant, a change in control, or a separation
from service on the board for any reason. |
| |
|
|
| |
(7) |
Includes
1,859,597 shares reportedly owned by Hollow Brook Wealth Management, LLC, a company for whom Mr. Bazaar serves as CEO. |
| |
|
|
| |
(8) |
Based
on information set forth in a Schedule 13D/A filed with the SEC on May 3, 2016. |
| |
|
|
| |
(9) |
Based
on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2022 and
included 47,917 shares granted to Mr. Manko for his service on the board of directors. |
| |
|
|
| |
(10)
|
Based
on information set forth in a Schedule 13G/A filed with the SEC on February 11, 2022. |
Certain
Relationships and Related Transactions
In
accordance with the terms of the charter of our Audit Committee, the Audit Committee must review and approve the terms and conditions
of all related party transactions as specified in Item 404 of Regulation S-K promulgated by the SEC.
We
have not entered into any transactions with any related parties over the last two fiscal years that require disclosure under Item 404(d)
of Regulation S-K. If we were to do so in the future, any such transaction would need to be approved by the Audit Committee.
PROPOSAL
2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The
securities law and related SEC regulation require that we provide shareholders with the opportunity to vote to approve, on a nonbinding,
advisory basis, no less frequently than every three years, the compensation of our named executive officers as disclosed herein. At the
Company’s 2020 annual meeting of shareholders, the Company sought the shareholders’ vote on how frequently we should seek
shareholder approval of the compensation of our named executive officers. As recommended by the board of directors, the shareholders
approved an annual advisory vote on executive compensation. Accordingly, we are requesting your advisory (non-binding) approval of the
compensation of our named executive officers as disclosed in the compensation tables and related narrative disclosures in this proxy
statement. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote.
Our
Compensation Committee and our board of directors believe that the executive compensation policies and procedures described in detail
in “Executive Compensation,” above, are effective in implementing our compensation philosophy and in achieving our goals.
We
are asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement. This
vote is not intended to address any specific item of compensation, our general compensation policies, the compensation of our board,
or our compensation policies as they relate to risk management. Rather, this vote relates to the overall compensation of our named executive
officers and the philosophy, policies and practices described in this proxy statement related to our named executive officers. Accordingly,
we are asking you to vote, on an advisory basis, on the following resolution at the Meeting:
“RESOLVED,
that the shareholders of the Company hereby approve, on an advisory basis, the compensation paid to the Company’s named executive
officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation
tables and related narrative disclosures, in the proxy statement for the 2022 annual meeting of shareholders.”
As
an advisory vote, this proposal is not binding on the Company, and will not require us to take any action or overrule any decisions we
have made. Furthermore, because this advisory vote primarily relates to compensation that has already been paid or contractually committed
to our named executive officers, there is generally no opportunity for us to revisit these decisions. However, our board, including our
Compensation Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the compensation
of named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and evaluate what
actions, if any, may be appropriate to address those concerns.
Vote
Required and Recommendation of the Company’s Board of Directors
The
affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (virtually or by proxy)
is required for approval of the resolution with respect to the compensation of the Company’s named executive officers.
THE
COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE FOREGOING RESOLUTION. PROXIES
WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
PROPOSAL
3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Relationship
with Independent Registered Public Accounting Firm
PKF
O’Connor Davies, LLP (“PKF”) has been the Company’s independent registered public accounting firm since October
19, 2006. The board of directors, upon the recommendation of the Audit Committee, has reappointed PKF as the Company’s independent
registered public accounting firm for the 2022 fiscal year. Although the selection and appointment of independent auditors is not required
to be submitted to a vote of shareholders, the board of directors deems it desirable to obtain the shareholders’ ratification of
this appointment as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider
whether to retain PKF. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different
independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests
of the Company and its shareholders. Representatives of PKF are expected to be present at the Meeting and will have the opportunity to
make a statement and to respond to appropriate questions from the Company’s shareholders.
Fees
Paid to Principal Accountants
Audit
Fees
The
aggregate fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) for professional services and paid for the annual audit
and for the review of the Company’s financial statements included in the Company’s Annual Report on Form 10-K for each of
the fiscal years ended December 31, 2021 and 2020, and the Company’s Quarterly Reports on Form 10-Q for each of the first three
quarters for each of the fiscal years ended December 31, 2021 and 2020, were $206,018 and $227,451, respectively.
Audit-Related
Fees
The
aggregate audit-related fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) during the fiscal years ended December
31, 2021 and 2020 for professional services rendered for the audit of the Company’s 401(k) Plan and consultation in connection
with accounting related matters were approximately $14,560 and $11,250, respectively.
Tax
Fees
The
aggregate fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) for all tax services, including consultation in connection
with tax compliance related matters, for the fiscal years ended December 31, 2021 and 2020, were approximately $50,172 and $43,364, respectively.
All
Other Fees
Fees
for non-audit services were $12,500 for the fiscal year ended December 31, 2021 and were related to our at the market equity offering
and Microlab divestiture. There were no fees billed by PKF for any non-audit services for the fiscal year ended December 31, 2020.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The
Audit Committee will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection
with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act
or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor;
provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de
minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services
may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full
Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the
independent auditors’ annual audit plan.
The
Audit Committee approved all of the non-audit services described above. Additionally, the Audit Committee has reviewed the non-audit
services provided by the principal accountants and determined that the provision of these services during fiscal years 2021 and 2020
was compatible with maintaining the principal accountants’ independence.
Vote
Required and Recommendation of the Company’s Board of Directors
The
affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (virtually or by proxy)
is required for ratification of the appointment of PKF as the Company’s independent registered public accounting firm for the 2022
calendar year.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PKF
O’ConnOr Davies, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2022. PROXIES SOLICITED BY THE BOARD
WILL BE VOTED “FOR” RATIFICATION OF PKF O’ConnOr Davies, LLP AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.
OTHER
MATTERS
The
board of directors knows of no business that will be presented for consideration at the Meeting other than those items stated above.
If any other matters should properly come before the Meeting, it is intended that proxies named in the accompanying proxy form will vote
on any such matters in accordance with their judgment.
The
Company will pay the cost of soliciting proxies. In addition to solicitation by use of the mails, proxies may be solicited from the Company’s
shareholders by the Company’s directors, officers and employees in person or by telephone, electronic communications or other means
of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket
expenses incurred in connection with such solicitation. Arrangements will be made with brokerage houses, custodians, nominees and fiduciaries
for forwarding of proxy materials to beneficial owners of shares held of record by such brokerage houses, custodians, nominees and fiduciaries
and for reimbursement of their reasonable expenses incurred in connection therewith.
The
Company will only send one set of proxy materials to two or more shareholders who share one address, unless we have received contrary
instructions from one or more of the shareholders at that address. This procedure is referred to as “householding.” Each
shareholder subject to householding will continue to receive a separate proxy card or voting instruction card.
We
will promptly deliver, upon written or oral request, a separate copy of our annual proxy materials to a shareholder at a shared address
to which a single copy was previously delivered. If you received a single set of proxy materials for this year, but you would prefer
to receive your own copy, you may direct requests for separate copies to Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25
Eastmans Road, Parsippany, New Jersey 07054 or call us at (973) 386-9696. Likewise, if your household currently receives multiple copies
of proxy materials and you would like to receive one set, please contact us at the address and telephone number provided.
The
Company will provide without charge to each person being solicited by this proxy statement, on the written request of any such person,
a copy of the Annual Report of the Company on Form 10-K for the year ended December 31, 2021 as filed with the SEC, including the financial
statements, notes, exhibits and schedules thereto. All such requests should be directed to: Michael Kandell, Secretary, Wireless Telecom
Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.
DEADLINE
FOR SUBMISSION OF SHAREHOLDER PROPOSALS
TO BE PRESENTED AT THE NEXT ANNUAL MEETING
Under
our By-laws, no business, including nomination of a person for election as a director, may be brought before an annual meeting unless
it is specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the direction of the board
of directors or by a shareholder who meets the requirements specified in our By-laws and has delivered timely notice to us (containing
the information specified in the By-laws).
To
be timely, a shareholder’s notice for matters to be brought before the Annual Meeting of Shareholders in 2023 must be delivered
to and received at our principal executive office specified on page 1 of this proxy statement not less than ninety (90) days nor more
than one hundred twenty (120) days prior to the anniversary date of the 2022 Annual Meeting of Shareholders, or no later than April 30,
2023 and no earlier than March 31, 2023. These requirements are separate from and in addition to the SEC’s requirements that a
shareholder must meet in order to have a shareholder proposal included in our proxy statement.
Shareholders
interested in submitting a shareholder proposal for inclusion in the proxy materials for the annual meeting of shareholders in 2023 may
do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received
by our Secretary at our principal executive office specified on page 1 of this proxy statement, no later than February 14, 2023.
| |
By
Order of the Board of Directors, |
| |
|
| |
Michael
Kandell |
| |
Secretary
|
| |
|
| Dated:
April 29, 2022 |
|
PROXY
WIRELESS TELECOM GROUP, INC.
25 EASTMANS ROAD, PARSIPPANY, NEW JERSEY 07054
This
Proxy is Solicited on Behalf of the Board of Directors
of Wireless Telecom Group, Inc.
The
undersigned hereby appoints Messrs. Tim Whelan and Michael Kandell, or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote, as designated below, all the shares of the Common Stock of Wireless Telecom
Group, Inc. held of record by the undersigned on June 14, 2022, at the Annual Meeting of Shareholders to be held on July 29, 2022 or
any adjournment thereof. The undersigned hereby revokes any proxy previously given with respect to such shares.
Shares
represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the proxies will have authority
to vote FOR the nominees for director; FOR the adoption of the advisory resolution approving the compensation of the Company’s
named executive officers; and FOR the ratification of the appointment of PKF O’ Connor Davies, LLP as Wireless Telecom Group, Inc.’s
independent registered public accounting firm for the year ending December 31, 2022.
The
undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement.
The
Board of Directors recommends you vote FOR the following:
| 1. |
Election
of Directors |
For
All |
|
Withhold
All |
For
All Except |
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|
|
|
|
|
| |
|
________ |
|
________
|
__________ |
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|
|
|
|
|
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|
|
|
|
To
withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number of the nominee(s)
on the line below: |
| |
Nominees |
|
|
|
| |
|
|
|
|
|
| |
01 |
ALAN
L. BAZAAR |
|
02 |
C.
SCOTT GIBSON |
| |
|
|
|
|
|
| |
|
|
|
03 |
JENNIFER
FRITZSCHE |
| |
|
|
|
|
|
| |
04 |
TIMOTHY
WHELAN |
|
05 |
MICHAEL
MILLEGAN |
| |
|
|
|
|
|
| |
06 |
ALLAN
D.L. WEINSTEIN |
|
|
|
2. |
Advisory resolution approving the compensation of the Company’s named executive officers.
|
| |
|
|
| |
FOR: |
[ ] |
| |
|
|
| |
AGAINST: |
[ ] |
| |
|
|
| |
ABSTAIN: |
[ ] |
| 3.
|
Ratification
of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the year ending December
31, 2022. |
| |
|
|
| |
FOR: |
[ ] |
| |
|
|
| |
AGAINST: |
[ ] |
| |
|
|
| |
ABSTAIN: |
[ ] |
NOTE:
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
Please
indicate if you plan to attend this meeting Yes [ ] No [ ]
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name, by authorized officer or partner.
| |
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| Signature |
|
Date |
|
Signature
(Joint Owners) |
|
Date |
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