NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 2020
To the Stockholders of Boingo Wireless, Inc.:
You
are cordially invited to attend the Annual Meeting (the "Annual Meeting" or the "2020 Annual Meeting") of Stockholders of Boingo Wireless, Inc., a Delaware corporation. The
meeting will be held on Thursday, June 4, 2020, at 10:30 a.m. (Pacific Daylight Time). The Annual Meeting will be completely virtual. You may attend the meeting,
submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/WIFI2020. At the Annual
Meeting our stockholders will be asked:
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1.
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To
elect all of our existing directors to serve until the 2021 annual meeting of stockholders, who include Lance Rosenzweig, Maury Austin, Roy Chestnutt, Michele
Choka, Chuck Davis, Mike Finley, David Hagan, Terrell Jones and Kathy Misunas.
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2.
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To
ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2020.
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3.
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To
approve, on an advisory basis, the Company's executive compensation for the year ended December 31, 2019, as disclosed herein.
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4.
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To
conduct any other business properly brought before the meeting.
These
items of business are more fully described in the Proxy Statement accompanying this Notice.
The
record date for the Annual Meeting is April 9, 2020. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Your
Board is pleased to nominate Lance Rosenzweig, Maury Austin, Roy Chestnutt, Michele Choka, Chuck Davis, Mike Finley, David Hagan, Terrell Jones and Kathy
Misunas as members of the Board.
Regardless of the number of shares you own, your VOTE is very important. Therefore, even if you presently plan to virtually attend the
2020 Annual
Meeting, please vote or submit your proxy as soon as possible so that your shares can be voted at the 2020 Annual Meeting in accordance with your instructions. Telephone and internet voting are
available. For specific instructions on voting, please refer to the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. If you do virtually attend the 2020 Annual
Meeting and wish to vote electronically, you may withdraw your proxy at that time.
Please
read the attached Proxy Statement, as it contains important information you need to know to vote at the 2020 Annual Meeting.
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By Order of the Board of Directors
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Peter Hovenier
Chief Financial Officer and Secretary
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Los
Angeles, California
April 21, 2020
You are cordially invited to attend the virtual meeting. Whether or not you expect to attend the virtual meeting, please vote as soon as possible. We encourage you to vote via
the Internet. For further details, see "Questions and Answers about This Proxy Material and Voting."
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Boingo Wireless, Inc.
10960 Wilshire Blvd, 23rd Floor
Los Angeles, CA 90024
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2020
This proxy statement and proxy card are furnished in connection with the solicitation of proxies to be voted at the 2020 Annual Meeting of Stockholders (the
"Annual Meeting" or the "2020 Annual Meeting") of Boingo Wireless, Inc. (sometimes referred to as the "Company," "Boingo," or "Boingo Wireless"), which will be held virtually on Thursday,
June 4, 2020, at 10:30 a.m. (Pacific Daylight Time) via live webcast by visiting www.virtualshareholdermeeting.com/WIFI2020.
INTERNET AVAILABILITY OF PROXY MATERIALS
We are making this proxy statement and our annual report available to stockholders primarily via the Internet, instead of mailing printed copies
of those materials to each stockholder. On or around April 21, 2020, we intend to mail to our stockholders (i) a copy of this proxy statement, a proxy card and our annual report or
(ii) a notice (the "Notice") containing instructions on how to access and review this proxy statement and our annual report. The Notice also instructs you how you may submit your proxy over the
Internet or via telephone and how to vote online at the Annual Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for
requesting those materials included in the Notice.
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QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why am I receiving these materials?
You have received these proxy materials because the Board of Directors (our "Board" or the "Board of Directors") of Boingo Wireless, Inc.
("we", "us" or the "Company") is soliciting your proxy to vote at the 2020 Annual Meeting.
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed
set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission, we are permitted to furnish our proxy materials over the Internet to our
stockholders by delivering a Notice in the mail. The Notice instructs stockholders on how to access and review the proxy statement and annual report over the Internet at www.proxyvote.com. The Notice
also instructs stockholders on how they may submit their proxy over the Internet and vote online at the Annual Meeting. If
a stockholder who received a Notice would like to receive a printed copy of our proxy materials, such stockholder should follow the instructions for requesting these materials contained in the Notice.
What is a virtual Annual Meeting?
The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting
will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders and support the health of our stockholders and employees
given the emerging public health impact of the coronavirus outbreak (COVID-19). You can virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/WIFI2020, where you will be
able to vote your shares, and submit your questions during the meeting via the Internet. There will not be a physical meeting location and you will not be able to attend in person.
We
invite you to virtually attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the virtual meeting
to vote your shares. Instead, you may vote by Internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, you may also vote by completing and mailing your
proxy card.
The
Annual Meeting starts at 10:30 a.m. (Pacific Daylight Time). We encourage you to access the meeting website prior to the start time to allow time for check in. If you
encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in
page.
You
do not need to register to virtually attend the Annual Meeting webcast. Follow the instructions on your Notice of Internet Availability or proxy card (if you requested and received a
printed copy of the proxy materials) to access the Annual Meeting.
If
you wish to submit a question the day of the Annual Meeting, you may log in to the virtual meeting platform at www.virtualshareholdermeeting.com/WIFI2020, type your question into the
"Ask a Question" field, and click "Submit." Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters,
including those related to employment, are not pertinent to annual meeting matters and, therefore, will not be answered.
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What am I voting on?
There are three matters scheduled for a vote:
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Election of all of our existing directors to serve until the 2021 annual meeting of stockholders, who include Lance Rosenzweig, Maury Austin,
Roy Chestnutt, Michele Choka, Chuck Davis, Mike Finley, David Hagan, Terrell Jones and Kathy Misunas.
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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2020.
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To approve, on an advisory basis, our Company's executive compensation for the year ended December 31, 2019, as disclosed herein.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 9, 2020 will be entitled to vote at the Annual Meeting. On this record
date, there were 44,325,775 shares of Company common stock ("Common Stock") outstanding. The holders of Common Stock have the right to one vote for each share they held as of the record date.
In
accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the place of the Annual Meeting on June 4, 2020 and will be accessible
for ten days prior to the meeting at our principal place of business, 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024, between the hours of 9:00 a.m. and 5:00 p.m.
(Pacific Time).
How do I vote?
If on April 9, 2020, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust
Company, then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone or (if you received a proxy card by mail) by mail as described below. Stockholders
also may attend the virtual meeting and vote electronically. If you hold shares through a bank or broker, please refer to your proxy card, Notice or other information forwarded by your bank or broker
to see which voting options are available to you.
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-
You may vote by using the Internet at www.proxyvote.com by following the instructions for
Internet voting on the Notice or Proxy Card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 3, 2020.
Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded.
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-
You may vote by telephone by dialing 1-800-690-6903 and following the instructions for voting by phone on the Notice or Proxy Card mailed to
you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 3, 2020. Easy-to-follow voice prompts allow you to vote your shares
and confirm that your instructions have been properly recorded.
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You may vote by mail by requesting, completing and mailing in a paper proxy card, as outlined in the Notice. The method you use to vote will
not limit your right to vote at the Annual Meeting if you decide to virtually attend the Annual Meeting.
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If you wish to vote electronically at the meeting, go to www.virtualshareholdermeeting.com/WIFI2020 using your unique control number that was
included in the proxy materials that you received in the mail.
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What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any voting selections, your shares will be voted
(i) "For" the election of all nine of your Board's nominees for director, (ii) "For"
ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and
(iii) "For" the advisory approval of our Company's executive compensation for the year ended December 31, 2019 as disclosed herein.
However, if you are not a record holder, such as where your shares are held through a broker, nominee, fiduciary or other custodian, you must provide voting instructions to the record holder of the
shares in accordance with the record holder's requirements in order for your shares to be properly voted. If any other matter is properly presented at the meeting, your proxy (one of the individuals
named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit
proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms,
banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one proxy card or Notice?
If you receive more than one proxy card or Notice, your shares are registered in more than one name or are registered in different accounts.
Please complete, sign and return each proxy card or submit a proxy for each Notice to ensure that all of your shares are voted.
What if I share an address with another stockholder of Boingo?
If you reside at the same address as another Boingo stockholder, you and other Boingo stockholders residing at the same address will receive a
single copy of the Notice of Availability of Proxy Materials. If you wish to receive a separate copy of the Notice of Availability of Proxy Materials, you may do so by making a written or oral request
to: Boingo Wireless, Inc., 10960 Wilshire Blvd., 23rd Floor, Los Angeles, California 90024, Attention: Corporate Secretary. Upon your request, we will promptly
deliver a separate copy to you. The Annual Report, Proxy Statement and Notice are also available at www.proxyvote.com.
What happens if I am in a location heavily impacted by COVID-19?
In certain locations, proxy materials may not be able to be delivered to the extent requested by a stockholder or otherwise required to be
delivered. On March 4, 2020, the SEC granted
an exemption (the "COVID-19 Exemption"), pursuant to Section 36 of the Exchange Act, that a registrant or any other person is exempt from the requirements of the Exchange Act and the rules
thereunder to furnish proxy statements, annual reports, and other soliciting materials, as applicable (the "Soliciting Materials"), and the requirements of the Exchange Act and the rules thereunder to
furnish information statements and annual reports, as applicable (the "Information Materials"), where the following conditions are satisfied
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The registrant's security holder has a mailing address located in an area where, as a result of coronavirus disease 2019 ("COVID-19"), the
common carrier has suspended delivery service of the type or class customarily used by the registrant or other person making the solicitation; and
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The registrant or other person making a solicitation has made a good faith effort to furnish the Soliciting Materials to the security holder,
as required by the rules applicable to the particular
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method
of delivering Soliciting Materials to the security holder, or, in the case of Information Materials, the registrant has made a good faith effort to furnish the Information Materials to the
security holder in accordance with the rules applicable to Information Materials.
To
the extent applicable, we will rely on the COVID-19 Exemption. Proxy materials will be available via the Internet as otherwise described herein and we will make every reasonable
effort to ensure that any stockholder affected by COVID-19 will be able to cast their votes.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the meeting. You may revoke your proxy in any one of three
ways:
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You may submit another properly completed proxy card with a later date.
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You may send a written notice that you are revoking your proxy to the Secretary of the Company at 10960 Wilshire Boulevard, 23rd Floor,
Los Angeles, California 90024.
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You may virtually attend the Annual Meeting and vote electronically by going to www.virtualshareholdermeeting.com/WIFI2020 and using your
unique control number that was included in the Proxy Materials that you received in the mail. Simply attending the meeting will not, by itself, revoke your proxy.
Who will solicit proxies on behalf of the board?
Proxies may be solicited on behalf of our Board, without additional compensation, by the Company's directors and employees.
The
original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, and personal solicitation by our directors and officers (who will
receive no additional compensation for such solicitation activities). You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website at www.boingo.com.
Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count "For" and "Against" votes, abstentions
and broker non-votes. Abstentions will be counted as present for purposes of determining the presence of a quorum. For Proposal 1, abstentions will not be considered as votes cast for or against any
director, and will therefore have no effect on the outcome of the vote. For Proposals 2 and 3, abstentions will not be considered as votes cast for or against any proposal, and will therefore have no
effect on the outcome of the vote. Broker non-votes, as described in the next paragraph, have no effect and will not be counted towards the vote total for such proposals.
If
your shares are held by your bank or broker as your nominee (that is, in "street name"), you will need to obtain a voting instruction form from the institution that holds your shares
and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with
respect to "discretionary" items, but not with respect to "non-discretionary" items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange ("NYSE") on
which your broker may vote shares held in street name without your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as
broker non-votes. Under current NYSE rules, any election of a member of the Board of Directors, whether contested or uncontested, is considered "non-discretionary" and therefore brokers are not
permitted to vote your shares held in
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street
name for the election of directors in the absence of instructions from you. All of our proposals, except for Proposal 2, are "non-discretionary" and therefore if you hold your shares through a
broker, nominee, fiduciary or other custodian, your shares will not be voted on those proposals unless you provide voting instructions to the record holder.
How many votes are needed to approve each proposal?
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For Proposal 1, directors, in an uncontested election, are elected by the vote of the majority of the votes cast with respect to such director.
This means that the number of shares voted "FOR" a candidate for election as director must exceed the number of votes cast "AGAINST" that director. Abstentions and broker non-votes are not considered
votes cast on this proposal and will not have any effect on the election of directors.
We
have also implemented a policy for director resignations, applicable if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. For more information
see "Proposal No. 1Election of Directors" below. The Board of Directors recommends a vote "FOR" all nominees.
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To be approved, Proposal 2, to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2020, must receive a "For" vote from the majority of the votes cast at the Annual Meeting. Abstentions are not counted as a vote cast for or against the
proposal and therefore have no effect on the outcome of the vote. Broker non-votes, if any, are counted towards a quorum, but are not counted for any purpose in determining whether this matter has
been approved.
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To be approved, Proposal 3, advisory approval of our Company's executive compensation for the year ended December 31, 2019, must receive
a "For" vote from the majority of the votes cast at the Annual Meeting. Abstentions are not counted as a vote cast for or against the proposal and therefore have no effect on the outcome of the vote.
Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved. However, the advisory approval of our Company's executive
compensation for the year ended December 31, 2019 is advisory and non-binding in nature and cannot overrule any decisions made by our Board.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of all shares outstanding on
April 9, 2020, the record date, are represented at the meeting by stockholders present online or by proxy. On the record date, there were 44,325,775 shares of Common Stock outstanding and
entitled to vote. Thus 22,162,888 shares must be represented by stockholders present at the meeting or by proxy to have a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum
requirement.
How will my shares be voted if I mark "Abstain" on my proxy card?
We will count a properly executed proxy card marked "Abstain" as present for purposes of determining whether a quorum is present, but the shares
represented by that proxy card will not be voted at the Annual Meeting for the proposals so marked.
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How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be available on a Current Report on
Form 8-K filed with the Securities and Exchange Commission within four business days after the end of the Annual Meeting.
When are stockholder proposals due for next year's Annual Meeting?
If you wish to submit a proposal to be considered for inclusion in next year's proxy materials, your proposal must be in proper form according
to SEC Regulation 14A, Rule 14a-8 and received by the Secretary of the Company on or before December 22, 2020. If you wish to submit a proposal to be presented at the 2021 Annual
Meeting of Stockholders, but which will not be included in the Company's proxy materials, including to nominate a director, your Solicitation Notice, as defined in our bylaws, must be received by the
Secretary of the Company at Boingo Wireless, Inc., 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024, Attn: Secretary, no earlier than February 5, 2021
and no later than March 7, 2021. You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. Boingo
Wireless' current bylaws may be found on the corporate governance subsection of the investor relations section of our corporate website at www.boingo.com.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers, and certain information about each of them as of April 1, 2020 are set forth below.
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Name
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Age
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Position with Boingo Wireless
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Mike Finley
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59
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Chief Executive Officer and Director
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Peter Hovenier
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52
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Chief Financial Officer and Secretary
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Dawn Callahan
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50
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Chief Marketing Officer
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Derek Peterson
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49
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Chief Technology Officer
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Doug Lodder
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41
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Senior Vice President, General Manager
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Lance Rosenzweig
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57
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Chair of the Board
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Maury Austin
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62
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Director
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Roy Chestnutt
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60
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Director
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Michele Choka
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60
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Director
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Chuck Davis
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59
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Director
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David Hagan
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59
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Director
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Terrell Jones
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71
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Director
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Kathy Misunas
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69
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Director
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Mike Finley was appointed to our Board of Directors in August 2013 and currently serves as our Chief Executive Officer effective March
2019. Mr. Finley previously served as the President, North America and Australia from August 2014 until March 2019 and the Senior Vice President of Global Carrier Business Development from
April 2010 to August 2014, for Qualcomm. Mr. Finley joined Nextel in 2002 as Area Vice President of Southern California and became Senior Vice President of General Business for the U.S.
following its merger with Sprint. Mr. Finley served as President of the West Region and a Senior Vice President of Sprint Nextel before departing in 2008. From 1993 to 2001, Mr. Finley
served as President of Verizon Wireless in Southern California, Vice President and General Manager in Sacramento, and was Vice President of Sales in Ohio for Airtouch Cellular. Prior to joining
Airtouch, Mr. Finley held positions with Cellular One and McCaw Cellular. Mr. Finley received a B.S. and B.A. in Marketing from Creighton University and attended the General Manager
Program in Executive Education at Harvard Business School. He currently serves on the board of the Los Angeles Sports and Entertainment Commission and is a member of the Creighton University Athletic
Hall of Fame. The Board of Directors determined that Mr. Finley should serve as a director based on his more than 30 years of experience in the wireless telecommunication industry.
Peter Hovenier has served as our Chief Financial Officer since November 2012. Mr. Hovenier served as our Senior Vice President of
Finance from June 2007 to November 2012, and served as our Vice President Finance and Administration from June 2002 to June 2007. Prior to joining us, Mr. Hovenier was Vice President Finance
and Administration of Frontera Corporation, an application service provider. Prior to Frontera, he held financial management positions with GeoCities, a web-hosting service; MGM Studios, a media
company; and Wyndham Hotels Corporation, a hospitality company. In 1995, Mr. Hovenier became a Certified Public Accountant in the State of Washington. Mr. Hovenier received a B.A. in
Accounting from Western Washington University.
Dawn Callahan has served as our Chief Marketing Officer since February 2014. Ms. Callahan served as our Senior Vice President of
Marketing and Sales from January 2013 to February 2014 and as our Vice President of Consumer Marketing from March 2007 to January 2013. Prior to joining Boingo, she was Vice President of Marketing for
Time Warner Cable. Ms. Callahan has been named one of the Top 100 Most Powerful Women in Cable by Cablefax, one of the Top Women in Digital by Cynopsis Media, Marketer by the Year by PR Magazine, "Woman of the Year" by Women in Cable and
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Telecommunications,
and was a Betsey Magness Leadership Institute Fellow in 2004-2005. Ms. Callahan holds a B.A. in Sociology from Washington State University and a M.B.A. with an emphasis in
Entrepreneurship from Concordia University.
Derek Peterson, Ph.D. has served as our Chief Technology Officer since January 2014. Dr. Peterson served as our Senior Vice
President of Engineering from January 2013 to January 2014, as our Vice President of Billing and Business Intelligence from June 2012 to January 2013, and our Director of Billing from April 2011 to
June 2012. He is also an adjunct professor at Colorado Technical University, a position he has held since July 2008. Previously, Dr. Peterson was Director, Products at Oracle from July 2008 to
April 2011, and Vice President, Engineering at United Online from April 2002 to July 2008. He is a veteran of Operation Desert Shield/Storm and Operation Joint Endeavor, having served with the United
States Air Force. Dr. Peterson is a board member of the Wireless Broadband Alliance and CBRS Alliance; and a founding member of the Wireless Infrastructure Association's Innovation and
Technology Council of wireless industry leaders. Dr. Peterson was named a "Wireless Industry Executive to Watch" in 2019 and 2015 by FierceWireless; and "CTO of the Year" in 2017 by Los Angeles
Business Journal. Dr. Peterson holds a B.S. in Computer Science from the University of Maryland, a M.A. in Education and Technology from the American Intercontinental University, and a
Doctorate of Computer Science with a focus on Enterprise Information Systems from Colorado Technical University.
Doug Lodder has served as our Senior Vice President, General Manager since December 2019 and in various business development roles at
Boingo since July 2012. Mr. Lodder currently serves on the board of directors of Consumer Technology Association. Before joining Boingo, he served as Vice President of Network Strategy at
Mobilitie and started his career at Wedbush Securities in various investment banking roles. Mr. Lodder holds a B.S. from San Diego State University and an M.B.A. from the Marshall School of
Business at the University of Southern California.
Lance Rosenzweig was elected as Chair of the Board in March 2019, elected as our Lead Independent Director in August 2017, and was
appointed to our Board of Directors in July 2014. Mr. Rosenzweig currently serves on the board of directors and audit committee of Nextgen Healthcare. Mr. Rosenzweig served as President
and Chief Executive Officer of Startek, Inc., a global business process outsourcing (BPO) company with over 45,000 employees from 2018 until January 2020. From 2015 through 2016,
Mr. Rosenzweig was an Operating Executive of Marlin Operations Group, working with Marlin Equity Partners, a global investment firm with over $6 billion in assets under management, where
he served as Chairman of the Board of Duncan Solutions and GiftCertificates.com, and Chairman of the Board and interim Chief Executive Officer of Domo Tactical Communications. Mr. Rosenzweig
was a pioneer of the highly profitable BPO industry. Mr. Rosenzweig served as the Chief Executive Officer and President, Global Markets for Aegis USA, Inc., a leading BPO company with
over 18,000 employees, from 2013 through the company's sale in 2014. Mr. Rosenzweig also co-founded and served as Chairman of the Board of PeopleSupport, Inc. since its inception in
1998, and as PeopleSupport's Chief Executive Officer from 2002 through the company's IPO and subsequent sale in 2008. Mr. Rosenzweig co-founded UniSite, which was acquired by American Tower.
Mr. Rosenzweig received a B.S. in Industrial Engineering and a M.B.A., with honors every term, from Northwestern University. The Board of
Directors determined that Mr. Rosenzweig should serve as a director based on his significant experience in the wireless industry, as well as public company operating, audit and board experience
and mergers and acquisitions.
Maury Austin was appointed to our Board of Directors in June 2016. A retired public Chief Financial Officer, Mr. Austin has more
than 35 years of financial experience in both public and private enterprises. Most recently, Mr. Austin served as the Chief Financial Officer and Vice President of MIPS
Technologies, Inc., a semiconductor design company, from March 2008 to November 2011. He served as Chief Financial Officer at Portal Software Inc., a provider of billing and revenue
management solutions for the communications and media industry, from June 2005 until its sale to Oracle
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Corporation
in 2006. He served as the Chief Financial Officer at Vicinity Corporation, a provider of geographical mapping services, from January 2001 until its sale to Microsoft Corporation. He also
served as a Director of Extreme Networks Inc. from April 2012 to November 2014 and also served on both the audit and compensation committees. He also served as a Director of Sigma
Designs, Inc. from August 2012 to July 2013 and as chairman of the audit committee and a member of the compensation and nominating and governance committees. Mr. Austin holds a M.B.A.
from Santa Clara University and a B.S. in Business Administration, from University of California at Berkeley. The Board of Directors determined that Mr. Austin should serve as a director based
on his extensive experience in corporate finance and strategy, including business model development and implementation, investor relations and mergers and acquisitions.
Roy Chestnutt was appointed to our Board of Directors in August 2019. Mr. Chestnutt has spent nearly his entire career in the
wireless industry. Currently, Mr. Chestnutt serves as a senior advisor at Blackstone and VMware Inc., positions he has held since May 2018 and April 2019, respectively.
Mr. Chestnutt is also a board member for Telstra Corporation, a leading telecommunications company publicly traded in Australia, Saudi Telecom Company, a leading Saudi Arabia-based
telecommunications company, and Digital Turbine, Inc., a publicly traded mobile and advertising company, and is a non-executive partner at Delta Partners. Most recently, Mr. Chestnutt
was Executive Vice President, Chief Strategy Officer for Verizon Communications, Inc. a position he held from June 2011 until December 2017. Mr. Chestnutt has held leadership roles with
Motorola Networks, Grande Communications, Sprint-Nextel and AirTouch. He previously served as director for the GSMA and chair of the Chief Strategy Officers Group which included 25 global strategists
from the world's leading wireless carriers. He holds a B.S. in Business Administration from San Jose State University and an MBA from the University of San Francisco. The Board of Directors determined
that Mr. Chestnutt should serve as a director based on his extensive experience leading strategy, business development and operations for global telecommunications companies.
Michele Choka was appointed to our Board of Directors in December 2018 and serves as Compensation Committee Chair and a member of the
Audit Committee. Ms. Choka has served on the
board of directors of ProPetro Holding Corporation, a publicly traded oilfield services company, since February 2020. She served on the board of directors, chair of the compensation committee, member
of the audit committee, and member of the nominating and corporate governance committee for CallidusCloud, Inc. from 2005 to 2016. Ms. Choka previously served as Vice President, Human
Resources at HighPoint Resources, a successor to the Bill Barret Corporation, an upstream oil and gas company, from August 2010 to September 2019. Ms. Choka previously was employed at
Level 3 Communications, Inc., an international communications company, starting in 2006 and ultimately as Group Vice President of Human Resources up to January 2010. Ms. Choka was
also previously employed at Sun Microsystems, Inc., a computer networking company, in a variety of positions, and held senior human resource and compensation positions at Storage Technology
Corporation, a data management and storage company; Electronic Data Systems Corporation, a global technology services company; and JP Morgan, a global financial services firm. Prior to joining JP
Morgan, Ms. Choka served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America. Ms. Choka holds a B.A. in East Asian Studies and
Economics from Wesleyan University. The Board of Directors determined that Ms. Choka should serve as a director based on her executive leadership experience in human resources and accounting
and public company board and committee experience.
Chuck Davis was appointed to our Board of Directors in August 2011. Since May 2014, Mr. Davis has served as Chairman, CEO and
Director of Prodege LLC, a digital rewards community whose leading properties are Swagbucks.com, MyPoints.com and InboxDollars.com. Since January 2013, Mr. Davis served as Executive
Chairman and Director of Prodege LLC. Mr. Davis is currently a Venture Partner with Technology Crossover Ventures. From January 2006 to June 2011, Mr. Davis
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served
variously as Executive Chairman, Chairman and Chief Executive Officer of Fandango, an online retailer of movie tickets. In addition, following Fandango's acquisition by Comcast in May 2007,
Mr. Davis also served as an Executive Vice President of Comcast Interactive Media until June 2011. Mr. Davis previously served as President, Chief Executive Officer, and Director of
BizRate.com, which became Shopzilla, from 1999 to 2005 including its sale to the E.W. Scripps Company. Mr. Davis also served in various executive and managerial capacities for The Walt Disney
Internet Group from 1996 to 1999, News Corporation's TV Guide from 1992 to 1995, and Time Warner, Inc. from 1982 to 1991. Mr. Davis holds an A.B. in Urban Studies from Brown University
and a M.B.A. from Harvard University. The Board of Directors determined that Mr. Davis should serve as a director based on his executive management experience with direct-to-consumer and
e-commerce companies.
David Hagan has served as a member of our Board of Directors since November 2004. He also served as our Chief Executive Officer from
November 2004 to March 2019, our President from 2001 to May 2013 and our Chair of our Board of Directors from August 2014 to February 2019. Prior to joining us, Mr. Hagan served as Chief
Executive Officer of FirstSource Corp., an e-commerce solutions provider, and as a President and Chief Operating Officer of Ticketmaster Online CitySearch, an online ticket retailer and city website
manager. Mr. Hagan has over 30 years of experience in senior management roles in the telecommunications and Internet industries with Sprint in the United States and Canada,
including President, Consumer Services Group. Mr. Hagan is a member of the Consumer Technology Association (CTA) Executive Board and previously served as the Chairman of the CTA Executive Board
and Chairman of the CTA Wireless Division board. He received a B.S. from the University of Kansas and a M.B.A. from Baker University. The Board of Directors determined that Mr. Hagan should
serve as a director based on his previous position as our Chief Executive Officer and his understanding of the wireless industry.
Terrell Jones was elected as a member of our Board of Directors in June 2013. Most recently, Mr. Jones served as executive chairman
of Wayblazer, Inc., a travel software provider, from 2014 to 2018, and currently serves as president of ON, Inc., a travel and e-commerce consulting firm which he founded in 2002.
Mr. Jones currently serves on the board of SonicWall, Kenzie Academy and Crytcia Security, and is chair of the Camping and Education Foundation. Mr. Jones has served as an executive
and/or on the board of directors of several public companies. Specifically, Mr. Jones was Chairman of Kayak.com, an online travel company, from its founding in 2005 until its acquisition by the
Priceline Group in May 2013; CEO of Travelocity.com, an online travel company, from its founding in 1996 until its acquisition by SABRE in 2002; board and audit committee member of Entrust, an
internet service provider, from 1998 until 2004; board and audit committee member of La Quinta Corp, a hotel company, from 2004 until its sale to the Blackstone Group in January 2006; board and audit
committee member of EarthLink, an internet services provider, from 2003 to 2011; and board member of Overture Services (OVER), an internet search company, from 2002 until its sale to Yahoo! in October
2003. Mr. Jones was employed for 22 years at American Airlines and its SABRE division in various executive positions including Chief Information Officer. Mr. Jones was a Special
Venture Partner at General Catalyst Partners from 2002 to 2015. He received a B.A. in History from Denison University. The Board of Directors determined that Mr. Jones should serve as a
director based on his significant experience in the Internet and e-commerce industries, his extensive experience in guiding boards of directors and public companies through successful corporate exits,
as well as public company audit and board experience.
Kathy Misunas was appointed to our Board of Directors in June 2016. Ms. Misunas currently serves as an advisor and board member to
various businesses. Since 2000, she has served as a Director for TechData Corporation, one of the world's largest global distributors of technology products, services and solutions, where she serves
as a chair of the cybertech committee and is a member of the compensation committee which she previously chaired. She has also had prior Director roles in other businesses such as Travelocity.com and
Canadian Tire Corporation, Canada's largest retailer. She is the
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founder
and principal of Essential Ideas, a boutique advisory firm specializing in business strategies, innovation and communication leadership. Previously in executive roles, Ms. Misunas
served as the Chief Executive Officer and President of brandwise LLC, an online comparison-shopping site for home durables, and Chief Executive Officer of Reed Travel Group, formerly part of
Reed Elsevier PLC, a global publishing enterprise. She has also held positions of President and Chief Executive Officer of the SABRE Group (a division of AMR Corporation), Senior Vice-President
of AMR/American Airlines, and Chief Information Officer of American Airlines, Inc. Ms. Misunas attended Moravian College and
the Alliance Francaise for undergraduate studies, as well as Executive Programs at the Universities of Pennsylvania and Virginia. Additionally, she is a National Association of Corporate Directors
Board Fellow and completed Director programs at Harvard University and the University of Georgia. The Board of Directors believes that Ms. Misunas brings public board governance and
compensation expertise as well as diversification to the Board and is highly qualified in technology and general business management.
CORPORATE GOVERNANCE AND BOARD MATTERS
Independence of the Board of Directors
As required under the listing standards of the Nasdaq Global Market ("Nasdaq"), a majority of the members of a Nasdaq-listed company's board of
directors must qualify as "independent," as affirmatively determined by its board of directors. Our Board of Directors consults with counsel to ensure that the Board of Directors' determinations are
consistent with all relevant laws and regulations regarding the definition of "independent," including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Management
and outside counsel have reviewed the directors' responses to a questionnaire asking about their transactions, relationships and arrangements with the Company (and those of
their immediate family members) and other potential conflicts of interest. Other than as set forth in this proxy statement, these questionnaires did not disclose any transactions, relationships, or
arrangements that question the independence of our directors or director nominees. After reviewing this information, our Board of Directors affirmatively determined that, except for David Hagan (one
of our directors), all of our directors were independent directors within the meaning of the applicable Nasdaq listing standards in 2020.
Information Regarding the Board of Directors and its Committees
As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent
directors are present. Lance Rosenzweig, as our independent Chair of the Board, presided over these executive sessions in 2019. During 2019, the Board had an Audit Committee, a Compensation Committee,
a Nominating and Corporate Governance
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Committee,
a Cybersecurity Committee and a Steering Committee. The following table provides membership information for each of such Board committees as of December 31, 2019:
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Name
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Audit
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Compensation
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Nominating
and
Corporate
Governance
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Cybersecurity
Committee
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Steering
Committee
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Maury Austin
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X
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*
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Roy Chestnutt(1)
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X
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Michele Choka
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X
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X
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*
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Chuck Davis
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X
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X
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*
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David Hagan
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X
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Terrell Jones
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X
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X
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X
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*
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Kathy Misunas
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X
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X
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Lance Rosenzweig
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X
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X
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*
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-
*
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Committee
Chair.
-
(1)
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Mr. Chestnutt
joined our Steering Committee upon his appointment to the Board in August 2019.
Below
is a description of each committee of the Board of Directors. The Board of Directors has determined that each member of the Audit, Compensation and Nominating and Corporate
Governance Committees meets the applicable rules and regulations regarding "independence" and also that each member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance
Committee, Cybersecurity Committee and Steering Committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.
Audit Committee
Our Audit Committee is responsible for, among other things:
-
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selecting and hiring our independent auditors;
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approving the audit and non-audit services to be performed by our independent auditors;
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evaluating the qualifications, performance and independence of our independent auditors;
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial
statements or accounting matters;
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reviewing the adequacy and effectiveness of our internal control policies and procedures;
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discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our
interim and year-end operating results;
-
-
preparing the Audit Committee Report in our annual proxy statement;
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-
reviewing and monitoring actual and potential conflicts of interest of members of our Board of Directors and officers; and
-
-
reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter.
Our
Audit Committee charter can be found on the corporate governance section of our corporate website at www.boingo.com. Each of Maury
Austin, Michele Choka, Terrell Jones and Lance Rosenzweig served on the Audit Committee of the Board of Directors during 2019. The Audit Committee met four times during 2019.
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The Board of Directors annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all members of
our Audit Committee are independent as currently defined under Nasdaq listing standards. The Board of Directors has determined that Maury Austin, Michele Choka, Terrell Jones and Lance Rosenzweig are
each an audit committee financial expert as defined by Item 407(d) of Regulation S-K. The Board made a qualitative assessment of Mr. Austin's level of knowledge and experience
based on a number of factors, including his experience as a chief financial officer of various publicly and privately traded companies, experience in accounting and finance roles for over
35 years and his degrees in business management. The Board also made a qualitative assessment of Ms. Choka's level of knowledge and experience based on a number of factors, including her
previous accounting experience for a publicly traded company and previous public company board and committee experience. The Board also made a qualitative assessment of Mr. Jones' level of
knowledge and experience based on a number of factors, including his prior experience as chief executive officer of two publicly traded companies, and prior service as a director on the audit
committee of three other public companies. The Board also made a qualitative assessment of Mr. Rosenzweig's level of knowledge and experience based on a number of factors, including his
experience as an operating partner of a leading private equity firm, prior experience as a chief executive officer of various publicly and privately traded companies and his prior experience in the
banking industry.
Compensation Committee
Our Compensation Committee is responsible for, among other things:
-
-
reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;
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-
reviewing and approving the following for our Chief Executive Officer and our other executive officers: annual base salaries, annual incentive
bonuses, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements and change in control arrangements and any other benefits, compensation or
arrangements;
-
-
conducting annual risk assessments of our compensation programs;
-
-
reviewing the succession planning for our executive officers;
-
-
reviewing and recommending compensation goals and bonus and equity compensation criteria for our employees;
-
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reviewing and recommending compensation programs for directors;
-
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preparing the compensation discussion and analysis and Compensation Committee report that the SEC requires in our annual proxy statement;
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administering, reviewing and making recommendations with respect to our equity compensation plans; and
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reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter and
confirming the Company's compliance with applicable government regulations and corporate policies.
A
more detailed description of the Compensation Committee's functions can be found in our Compensation Committee Charter. The charter is published in the corporate governance section of
our website at www.boingo.com. Each of Michele Choka, Chuck Davis and Mike Finley served on the Compensation Committee of the Board of Directors during
2019. Mr. Finley left the Compensation Committee in February 2019. In connection with Mr. Finley leaving the Compensation Committee, the Compensation Committee considered various
attributes of a new Chair and subsequently appointed
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Michele
Choka as Chair of the Compensation Committee. All members of the Compensation Committee are independent as currently defined under Nasdaq listing standards.
The
Compensation Committee met 11 times during 2019. Mr. Finley, our principal executive officer, does not participate in the determination of his own compensation or the
compensation of directors. However, Mr. Finley makes recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key
employees, and Mr. Finley participates in the Committee's deliberations about their compensation. Mr. Hovenier, our Chief Financial Officer, and Bethany Ellis, our Senior Vice President
Human Resources, also assist the Committee in its executive officer, director and employee compensation deliberations. No other executive officers participate in the determination of the amount or
form of the compensation of
executive officers or directors. The Compensation Committee has delegated authority to a grant committee, currently comprised of our Chief Executive Officer and our Chief Financial Officer, to approve
awards within certain specified parameters to non-executive employees of the Company.
The
Croner Company advised the Compensation Committee during 2019 on executive compensation-related matters. The Compensation Committee has assessed the independence of The Croner
Company pursuant to SEC rules and Nasdaq listing standards and determined that no impermissible conflict of interest exists that would prevent The Croner Company from independently advising the
Compensation Committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is responsible for, among other things:
-
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assisting our Board of Directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders
to the Board of Directors;
-
-
reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board of
Directors;
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-
overseeing the evaluation of our Board of Directors and management;
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-
recommending members for each Board committee to our Board of Directors;
-
-
reviewing and monitoring our code of business conduct and ethics; and
-
-
reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter and
confirming the Company's compliance with applicable government regulations and corporate policies.
Our
Nominating and Corporate Governance Committee charter can be found on the corporate governance section of our corporate website at www.boingo.com. Each of Chuck Davis, Terrell Jones and Kathy Misunas
served on the Nominating and Corporate Governance Committee of the Board of
Directors during 2019. All members of the Nominating and Corporate Governance Committee are independent as currently defined under Nasdaq listing standards. The Nominating and Corporate Governance
Committee met 10 times during 2019.
Our
Nominating and Corporate Governance Committee believes that the minimum qualifications and skills that candidates for director should possess include (a) the highest
professional and personal ethics and values, (b) broad experience at the policy-making level in business, government, education, technology or public interest, (c) a commitment to
enhancing stockholder value and (d) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The committee also considers the following
factors, in no particular order of importance: (a) various and relevant career experience, (b) relevant skills, such as an understanding of the Company's business,
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(c) financial
expertise, (d) diversity and (e) local and community ties. However, the Nominating and Corporate Governance Committee retains the right to modify these
qualifications from time to time.
Candidates
for director nominees are reviewed in the context of the current composition of our Board, our strategy and operating requirements and the long-term interests of our
stockholders. While we do not have a formal policy on diversity, our Nominating and Corporate Governance Committee considers diversity of experience as one of the factors it considers in conducting
its assessment of director nominees, along with such other factors as it deems appropriate given the then current needs of the Board and the Company, to maintain a balance of knowledge, experience and
capability. In the case of incumbent directors, our Nominating and Corporate Governance Committee reviews such directors'
overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might
impair such directors' independence. In the case of new director candidates, the committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based
upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.
The
Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional
search firm. The Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The
Committee meets to discuss and consider such candidates' qualifications and then selects a nominee for recommendation to the Board by majority vote.
The
Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the
Board or the Nominating and Corporate Governance Committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by the Nominating and Corporate
Governance Committee, the stockholder recommendation should be delivered to the Secretary of the Company at the principal executive offices of the Company, and must include information regarding the
candidate and the stockholder making the recommendation.
Cybersecurity Committee
Our Cybersecurity Committee is generally responsible for assisting the Board in setting accountability of management regarding cybersecurity
preparedness, assessing the adequacy of resources and funding to sustain a successful cybersecurity program, providing guidance regarding management's recommendations related to cybersecurity
initiatives and providing guidance regarding management's framework for responding to cybersecurity incidents.
Each
of Terrell Jones and Kathy Misunas served on the Cybersecurity Committee during 2019. All members of the Cybersecurity Committee are independent as currently defined under Nasdaq
listing standards. The Cybersecurity Committee met four times during 2019.
The
Cybsecurity Committee's primary responsibilities include:
-
-
reviewing the Company's overall cybersecurity plan and information technology information protection management strategy related risks. The
Cybersecurity Committee is provided the results of any audit of the Company's cybersecurity plan and receives regular updates on cybersecurity and data protection and privacy;
-
-
reviewing reports provided by the information technology organization regarding the status of and future plans for the security of Company data
stored on internal resources and with third party providers;
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-
-
reviewing and making recommendations related to strategy, as appropriate, regarding action plans related to responses to data breaches;
-
-
obtaining advice and seeking assistance from outside cybersecurity and data privacy advisors and consultants as it determines necessary to
carry out its duties; and
-
-
reviewing and advising on resources and funding issues relating to the establishment and maintenance of adequate cybersecurity controls and
processes and information management protection risks.
Steering Committee
Our Steering Committee assists the Board in establishing the Company's long-term strategy and also advises on other strategic matters. The
Steering Committee meets from time to time as needed to discuss strategic matters.