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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Airgain, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
Dear Stockholder:
The 2024 annual meeting of stockholders of Airgain, Inc. will be held on Wednesday, June 12, 2024, at
9:00 a.m., Pacific Time, via a live webcast for the following purposes, as more fully described in the accompanying proxy statement:
We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the annual meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.
As noted above, our annual meeting will be a virtual meeting of stockholders, conducted solely by remote communication via a live webcast. There will not be a physical meeting location and stockholders will not be able to attend the annual meeting in person. This means that you can attend the annual meeting online, vote your shares during the online meeting, and submit questions for consideration at the online meeting. To be admitted to the annual meeting’s live webcast, you must register at www.proxydocs.com/AIRG by 2:00 p.m. Pacific Time, on June 10, 2024 (the "Registration Deadline"), as described in the Notice of Internet Availability or the proxy card. As part of the registration process you must enter the Control Number included in your Internet notice, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration by the Registration Deadline further instructions, including a unique link to access the annual meeting, will be emailed to you.
The foregoing items of business are more fully described in the accompanying proxy statement, which forms a part of this notice and is incorporated herein by reference. Our board of directors has fixed the close of business on April 15, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you expect to attend our virtual annual meeting, we urge you to vote your shares as soon as possible via the toll-free telephone number or via the Internet, as described in the Notice of Internet Availability and enclosed proxy materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a
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quorum at the annual meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the annual meeting if you desire to do so, as your proxy is revocable at your option. For specific voting instructions, please refer to the information provided in the accompanying proxy statement and in the Notice of Internet Availability.
All stockholders are cordially invited to attend the meeting via a live webcast. We appreciate your continued support of the Company.
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By Order of the Board of Directors, |
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/s/ James K. Sims |
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James K. Sims |
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Chair of the Board of Directors |
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San Diego, California |
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April 25, 2024 |
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Your vote is important. Please vote your shares whether or not you plan to attend the meeting.
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Table of Contents
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General Information About the 2024 Annual Meeting and Voting |
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10 |
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
21 |
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Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers |
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Security Ownership of Certain Beneficial Owners and Management |
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42 |
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44 |
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45 |
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Proxy Statement for the 2024 Annual Meeting of Stockholders to Be Held on Wednesday, June 12, 2024
The board of directors of Airgain, Inc. (the "Board") is soliciting the enclosed proxy for use at the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2024, at 9:00 a.m., Pacific Time (the "2024 Annual Meeting"). The 2024 Annual Meeting will be a virtual meeting, which will be conducted via a live webcast. Prior registration to attend the 2024 Annual Meeting at www.proxydocs.com/AIRG is required by 2:00 p.m., Pacific Time, on June 10, 2024 (the "Registration Deadline").
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on Wednesday, June 12, 2024:
This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) are available electronically at www.proxydocs.com/AIRG .
Gener al Information About the 2024 Annual Meeting and Voting
Why am I receiving these proxy materials?
We have prepared these proxy materials, including this proxy statement and the enclosed proxy card because our Board is soliciting your proxy to vote at the 2024 Annual Meeting of stockholders. This proxy statement summarizes information related to your vote at the 2024 Annual Meeting. All stockholders who find it convenient to do so are cordially invited to attend the 2024 Annual Meeting via live webcast. However, you do not need to attend the meeting to vote your shares. Instead, you may simply submit your proxy via phone or the Internet in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials or, if you requested printed copies of the proxy materials by mail, complete, sign, and return the enclosed proxy card.
Notice of Internet Availability of Proxy Materials.
As permitted by Securities and Exchange Commission ("SEC") rules, we are making this proxy statement and our 2023 Annual Report available to our stockholders electronically via the Internet. On or about May 1, 2024, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2023 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. We encourage our stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and reduce the cost to us associated with the printing and mailing of materials.
Printed Copies of Our Proxy Materials.
If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.
How can I attend the 2024 Annual Meeting?
The 2024 Annual Meeting will be accessible through the Internet via a live webcast. You are entitled to participate in the 2024 Annual Meeting if you were a stockholder as of the close of business on our record date of April 15, 2024, or hold a valid proxy for the meeting. To be admitted to the 2024 Annual Meeting’s live webcast, you must register at www.proxydocs.com/AIRG by the Registration Deadline as described in these proxy materials. As part of the registration process you must enter the Control Number shown on your
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Internet Notice, your proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your Control Number or otherwise vote through the bank or broker. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the 2024 Annual Meeting, will be emailed to you. This year’s stockholders’ question and answer session will include questions submitted electronically during the 2024 Annual Meeting. Our virtual meeting will be governed by our Rules of Conduct and Procedures that will be available on the meeting portal when activated prior to the meeting start time and for duration of the meeting. The Rules of Conduct and Procedures will address the ability of stockholders to ask questions during the meeting including rules on permissible topics and rules for how questions and comments will be recognized and disclosed to meeting participants.
Who can vote at the 2024 Annual Meeting?
Only stockholders of record at the close of business on the record date for the 2024 Annual Meeting, April 15, 2024, are entitled to vote at the 2024 Annual Meeting. At the close of business on this record date, there were 10,764,917 shares of our common stock outstanding. Common stock is our only class of stock entitled to vote.
Stockholders of Record: Shares Registered in Your Name
If, on the record date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the 2024 Annual Meeting if you attend online or vote by proxy. Whether or not you plan to attend the 2024 Annual Meeting online, we encourage you to vote by proxy via the Internet, by telephone, or by mail, as instructed below to ensure your vote is counted.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and this Internet Notice or these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the 2024 Annual Meeting. As a beneficial owner you have the right to direct your broker or other agent on how to vote the shares in your account. As discussed above, if you are a street name stockholder, you are invited to attend and vote your shares at the 2024 Annual Meeting online so long as you register at www.proxydocs.com/AIRG by the Registration Deadline. However, since you are not the stockholder of record, you may be required to request and obtain a valid proxy from your broker, bank, or other agent in order to vote your shares online at the meeting, after following all instructions provided after your successful registration.
What am I voting on?
There are three proposals scheduled for a vote:
Proposal 1: To elect two directors to serve as Class II directors for a three-year term to expire at the 2027 annual meeting of stockholders.
Proposal 2: To consider and vote upon the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024.
Proposal 3: To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
How many votes do I have?
Each share of our common stock that you own as of April 15, 2024, entitles you to one vote.
How do I vote?
With respect to the election of directors, you may either vote “For” the nominees to the Board or you may “Withhold” your vote for any nominee to the Board that you specify. With respect to the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm, you may vote
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“For,” “Against” or “Abstain” from voting. With respect to the advisory vote on the compensation of our named executive officers, you may vote “For,” “Against” or “Abstain” from voting.
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the virtual 2024 Annual Meeting, we urge you to vote by proxy prior to the 2024 Annual Meeting to ensure that your vote is counted.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received voting instructions from that organization rather than directly from us. Please check with your bank, broker, or other agent and follow the voting instructions they provide to vote your shares. Generally, you have three options for returning your proxy.
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May I revoke my proxy?
If you give us your proxy you may revoke it at any time before it is exercised. You may revoke your proxy in any one of the three following ways:
Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy.
If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote virtually at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot at the Annual Meeting.
What constitutes a quorum?
The presence at the 2024 Annual Meeting, whether by attendance or by proxy, of holders representing a majority of our outstanding common stock as of April 15, 2024, or 5,382,460 shares, constitutes a quorum at the meeting, permitting us to conduct our business.
What vote is required to approve each proposal?
Proposal 1: Election of Directors. The two nominees who receive the most “For” votes (among votes properly cast at the 2024 Annual Meeting or by proxy) will be elected. Only votes “For” will affect the outcome.
Proposal 2: Ratification of Independent Registered Public Accounting Firm. The ratification of the appointment of Grant Thornton LLP must receive “For” votes from the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal. Only votes “For” or “Against” will affect the outcome.
Proposal 3: Approval of the Compensation of the Named Executive Officers. The approval of the compensation of the named executive officers must receive “For” votes from a majority of the voting power of the votes cast affirmatively or negatively on the proposal. Only votes “For” or “Against” will affect the outcome.
Voting results will be tabulated and certified by the inspector of election appointed for the 2024 Annual Meeting.
How will my shares be voted if I do not specify how they should be voted?
If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the 2024 Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the 2024 Annual Meeting. Similarly, if you sign and return a proxy card but do not indicate how you want to vote your shares for a particular proposal or for all of the proposals, then for any proposal for which you do not so indicate, your shares will be voted in accordance with the Board’s recommendation.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter,
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that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”
What is the effect of withheld votes, abstentions, and broker non-votes?
Shares of common stock held by persons attending the virtual 2024 Annual Meeting but not voting and shares represented by proxies that reflect withheld votes or abstentions as to a particular proposal will be counted as present for purposes of determining the presence of a quorum. Abstentions are not an affirmative or negative vote on a proposal, so abstaining does not count as a vote cast and has no effect for purposes of determining whether our stockholders have ratified the appointment of Grant Thornton LLP, our independent registered public accounting firm or whether our stockholders have approved the compensation of the named executive officers. The election of directors is determined by a plurality of votes cast, so a “Withhold” vote will not be counted in determining the outcome of such proposal .
Shares represented by proxies that reflect a “broker non-vote” will be counted as present for purposes of determining whether the presence of a quorum exists. As discussed above, a “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. With regard to the election of directors and the advisory vote to approve the compensation of the named executive officers, which are considered non-routine matters, broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. However, ratification of the appointment of Grant Thornton LLP is considered a routine matter on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.
How does the Board recommend that I vote?
The Board recommends that you vote:
If you vote via the Internet, by telephone, or sign and return the proxy card by mail but do not make specific choices, your shares, as permitted, will be voted as recommended by our Board. If any other matter is presented at the 2024 Annual Meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this proxy statement we know of no matters that need to be acted on at the 2024 Annual Meeting, other than those discussed in this proxy statement.
Who is paying the costs of soliciting these proxies?
We will pay all costs of soliciting these proxies. Our directors, officers, and other employees may solicit proxies in person or by mail, telephone, fax, or email. We will not pay our directors, officers, and other employees any additional compensation for these services. We will ask banks, brokers, and other institutions, nominees, and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. Our costs for forwarding proxy materials will not be significant.
Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov .
How do I obtain a 2023 Annual Report?
If you would like a copy of our 2023 Annual Report filed with the SEC on March 6, 2024, we will send you one without charge. Please write to:
Airgain, Inc.
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130
Attn: Corporate Secretary
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All of our SEC filings are also available free of charge in the “Investors—SEC Filings” section of our website at www.airgain.com .
How can I find out the results of the voting at the 2024 Annual Meeting?
Preliminary voting results will be announced at the 2024 Annual Meeting. Final voting results will be published in our current report on Form 8-K to be filed with the SEC within four business days after the 2024 Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
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P ro posal 1: Election of Directors
Our Board is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until the third annual meeting following election and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, or removal. As detailed in the section below, the current composition of our Board is as follows: Class I consists of James K. Sims and Tzau-Jin Chung; Class II consists of Joan H. Gillman and Arthur M. Toscanini; and Class III consists of Kiva A. Allgood, Thomas A. Munro, and Jacob Suen.
Our Board believes that there is no single approach to corporate governance that is appropriate for all companies and that the key consideration in determining whether to implement a particular governance practice is whether that practice promotes the interests of stockholders, taking into account the specific circumstances of Airgain. The Board has reviewed the rationale for its current classified structure and continues to believe that a classified Board is the appropriate Board structure for Airgain at this time and is in the best interest of our stockholders for the reasons set forth below:
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Long-Term Focus |
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The Board believes that a classified Board encourages directors to look to the long-term best interests of Airgain and our stockholders by strengthening the independence of non-employee directors against the often short-term focus of certain investors and special interests. |
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Continuity of Board Leadership |
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A classified Board allows for a greater amount of stability and continuity, providing institutional perspective and knowledge both to management and other directors in a time of growth and transformation for Airgain. By its very nature, a classified Board ensures that at any given time there will be experienced directors serving on our Board who are fully immersed in and knowledgeable about our highly technical business, including our relationships with our current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in our industry. Each year the nominating and corporate governance committee reviews the qualifications and performance of the directors prior to nominating them to stand for election. We believe the benefit of a classified Board to Airgain and our stockholders comes from the continuity of highly qualified, engaged and knowledgeable directors. |
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Unsolicited Takeover Protection |
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A classified Board can reduce vulnerability to potential abusive takeover tactics by encouraging persons seeking control of Airgain to negotiate with the Board and thereby better positioning the Board to negotiate effectively on behalf of all stockholders. Because less than a majority of directors stand for election at each annual meeting under a classified Board structure, a hostile bidder could not simply replace a majority of the Board at a single annual meeting with directors aligned with the hostile bidder’s own interests, thereby gaining control of Airgain without paying a fair market price to all stockholders. Rather, in the interests of fairness to stockholders as a whole, having a classified Board encourages the hostile bidder to negotiate directly with the Board on a potential transaction. |
At this meeting, two nominees for director are to be elected as Class II directors for a three-year term expiring at our 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees who were recommended for nomination by the nominating and corporate governance committee of our Board, are Ms. Gillman and Mr. Toscanini. The Class III directors have one year remaining on their terms of office and the Class I directors have two years remaining on their term of office.
If no contrary indication is made, proxies in the accompanying form are to be voted for Ms. Gillman and Mr. Toscanini, or in the event that Ms. Gillman and Mr. Toscanini is not a candidate or is unable to serve as a
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director at the time of the election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy. Ms. Gillman and Mr. Toscanini are current members of our Board.
All our directors bring to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the nominating and corporate governance committee in recommending qualified director candidates is described below under “Board Diversity and Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs.
Information Regarding Directors
The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:
Nominees for Election to the Board
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Term expiring at the |
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2024 Annual Meeting of Stockholders (Class II) |
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Present position with Airgain, Inc. |
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Joan H. Gillman |
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60 |
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Director |
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Arthur M. Toscanini |
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81 |
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Director |
Joan H. Gillman has served on our Board since November 2016. Ms. Gillman served as Executive Vice President and Chief Operating Officer of Time Warner Cable Media from September 2006 to June 2016. She first joined Time Warner Cable as a new product and marketing consultant in January 2004 and served from May 2005 to September 2006 as Vice President of Interactive TV and Advanced Advertising. Prior to Time Warner Cable Ms. Gillman served in senior executive roles at OpenTV Corporation, British Interactive Broadcasting Holdings Limited, and Physicians’ Online Inc. She has also held two of the top senior roles in the office of then U.S. Senator Chris Dodd—State Director and Legislative Director. Ms. Gillman currently serves on the board of directors of InterDigital, Inc. and, Cumulus Media Inc. She has previously served on the board of directors of Centrica PLC, as well as private companies such as BIA Communications (Boldyn Networks), Transit Wireless LLC, BlackArrow LLC and National Cable Communications (NCC), industry associations such as the Interactive Advertising Bureau (IAB), and non-profits such as the Jesuit Volunteer Corp, the College of the Holy Cross Board of Trustees, and the CityParks Foundation.
Ms. Gillman’s extensive experience as an operating executive in the cable and technology industries, as well as her service as a director of several public and private companies, contributed to our Board’s conclusion that she should serve as a director of our Company.
Arthur M. Toscanini has served on our Board since 2005. Mr. Toscanini is the Chief Financial Officer of GEN3 Partners, a position he has held since 2000. Prior to GEN3 Partners he was Chief Financial Officer with Cambridge Technology Partners from 1991 to 2000. Mr. Toscanini also served as Vice President and Controller of Concurrent Computer Corporation from 1986 to 1991. Prior to Concurrent Computer Corporation, he worked at Perkin-Elmer Data Systems Group. Mr. Toscanini previously served on the board of directors of EPAY Systems. He holds a BA in accounting from Pace University and an MA in management from Monmouth University.
Mr. Toscanini’s extensive knowledge of our business and experience as a chief financial officer contributed to our Board’s conclusion that he should serve as a director of our Company.
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Members of the Board Continuing in Office
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2025 Annual Meeting of Stockholders (Class III) |
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Present position with Airgain, Inc. |
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Jacob Suen |
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50 |
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Director, President and Chief Executive Officer |
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Kiva A. Allgood |
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Director |
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Thomas A. Munro |
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Director |
Jacob Suen has served on our Board and as Chief Executive Officer since August 2019 and as our President since January 2019. He previously served as our Senior Vice President, Worldwide Sales from May 2017 through January 2019. Mr. Suen started with the Company in April 2006 as the Vice President of Asia Pacific Sales. He previously served as the Director of Business Development from 1998 to 2005 at Paradyne Corporation. Prior to Paradyne, Mr. Suen was a development engineer at GVN Technologies in 1998. From 1997 to 1998 Mr. Suen was a software development engineer for Motorola, Inc. Mr. Suen received his MBA from the University of Colorado, MS and Management from the University of South Florida, and BS in Computer and Electrical Engineering from the University of Florida.
Mr. Suen’s extensive technical background in communication, product knowledge, extensive experience in the industries we operate and experience at our business contributed to our Board’s conclusion that he should serve as a director of our Company.
Kiva A. Allgood has served on our board of directors since July 2021. Ms. Allgood served as President and Chief Executive Officer, and as a member of the board of directors of Sarcos Technology and Robotics Corporation, a manufacturer of advanced robotic systems, from December 2021 to June 2023, and prior to that served as Global Head of IoT and Automotive for Ericsson (NASDAQ: ERIC), a global provider of communications technology from April 2019 to July 2021. Prior to her time with Ericsson, she served as Chief Commercial Development Officer, GE Business Innovations and as Managing Director, GE Ventures for GE Ventures and Business Innovation, a corporate venture company and innovation group of General Electric Company (NYSE: GE). Ms. Allgood also served as President, Qualcomm Intelligent Solutions and Vice President, New Business Development for Qualcomm Incorporated (NASDAQ: QCOM), a global provider of foundational technologies and products used in mobile devices and other wireless products. Ms. Allgood previously served on the board of Synaptics Incorporated (NASDAQ: SYNA).
Ms. Allgood has an MBA from the Kellogg School of Management at Northwestern University and a Bachelor of Science degree from Northwestern University .
Ms. Allgood’s extensive experience as an operating executive in the communications technology industries contributed to our Board’s conclusion that she should serve as a director of our Company.
Thomas A. Munro has served on our Board since 2004. Mr. Munro was the Chief Executive Officer of Verimatrix, Inc., an internet security technology company, a position he held from April 2005 to March 2019. Prior to Verimatrix Mr. Munro was the President of Wireless Facilities, Inc. from 2001 to 2003 and Chief Financial Officer from 1997 to 2001. Previously he was the Chief Financial Officer of Precision Digital Images from 1994 to 1995, and Chief Financial Officer of MetLife Capital Corporation from 1992 to 1994. Mr. Munro has previously served on the board of directors of private companies Kineticom, Inc., CommNexus, Shadowbox and BandwidthX, Inc. Mr. Munro holds a BA in business and an MBA from the University of Washington.
Mr. Munro’s extensive knowledge of our business and history and experience in the wireless technology industry contributed to our Board’s conclusion that he should serve as a director of our Company.
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Present position with Airgain, Inc. |
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James K. Sims |
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Chair of the Board of Directors |
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Tzau-Jin Chung |
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Director |
James K. Sims has served as our Chair of the Board since November 2003. He served as our Chief Executive Officer from March 2019 to August 2019, as our interim Chief Executive Officer from May 2018 to March 2019, and as our Executive Chair from October 2018 to March 2019. Mr. Sims has served as the Chair and Chief Executive Officer of GEN3 Partners, a consulting company that specializes in science-based technology development, since 1999, and as Managing Partner of its affiliated private equity investment fund, GEN3 Capital, LLP, since 2005. In 2017 Mr. Sims was the founding partner of Silicon Valley Data Capital. Mr. Sims also founded Cambridge Technology Partners in 1991, where he held the position of Chief Executive Officer. Prior to Cambridge Technology Partners, Mr. Sims also founded Concurrent Computer Corporation. Mr. Sims currently serves on the board of directors of various private companies including Connections 365, Inc., Bright Volt, Inc. and G Bank . He has previously served on the board of directors of public companies including Cambridge Technology Partners, Electronic Data Systems Corporation, and RSA Security, Inc., where he was the Chair.
Mr. Sims’ extensive experience as a director of several public and private companies, as well as his experience as a founder and venture capital investor in the technology industry, contributed to our Board's conclusion that he should serve as a director of our Company.
TJ Chung has served on our Board since October 2018. Mr. Chung is currently a Senior Partner at Core Industrial Partners LLC, a private equity firm investing in North American lower middle-market industrial and manufacturing businesses, a position he has held since July 2017. From January 2013 until his retirement in May 2016, Mr. Chung served as Chief Executive Officer of Teletrac-Navman, a leading global Software as a Service provider of commercial telematics solutions. From July 2007 to December 2012, Mr. Chung was Chief Executive Officer of Navman Wireless. Previously Mr. Chung served as President of the New Technologies Division of Brunswick Corporation from 2002 to 2007. Prior to that he served as Chief Strategy Officer of Brunswick Corporation and Senior Vice President of Brunswick Corporation’s Mercury Marine Division. Before joining Brunswick Corporation Mr. Chung was an executive at Emerson Electric. Mr. Chung currently serves on the boards of directors of Littelfuse, Inc. and Fathom Digital Manufacturing Corp. Mr. Chung earned his BS in electrical and computer engineering from the University of Texas at Austin. He holds an MS in computer science from North Carolina State University and an MBA from the Fuqua School of Business at Duke University.
Mr. Chung’s extensive experience as an operating executive in the telecommunications, wireless, and technology industries contributed to our Board’s conclusion that he should serve as a director of our Company.
Board Independence
Our Board currently consists of seven members. Our Board has determined that all of our directors are independent directors within the meaning of the applicable Nasdaq Stock Market LLC, or Nasdaq, listing standards, except for Mr. Suen, our President and Chief Executive Officer. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his/her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
13
Board Leadership Structure
Our Board is currently led by its Chair, James K. Sims. Our Board recognizes that it is important to determine an optimal board leadership structure to ensure independent oversight of management as the Company continues to grow.
Pursuant to our Corporate Governance Guidelines the Board determines the best board leadership structure for our Company from time to time. As part of our annual board self-evaluation process, we evaluate our leadership structure to ensure that the board continues to believe that it provides the optimal structure for our Company and stockholders. We recognize that different board leadership structures may be appropriate for companies in different situations. We believe our current leadership structure is the optimal structure for our Company at this time.
Each of the directors, other than Mr. Suen, is independent, and the Board believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during Board meetings, the independent directors have regular executive sessions. Following an executive session of independent directors, the independent directors communicate with Mr. Suen directly regarding any specific feedback or issues, provide Mr. Suen with input regarding agenda items for Board and Board committee meetings, and coordinate with Mr. Suen regarding information to be provided to the independent directors in performing their duties. The Board believes that this approach appropriately and effectively complements the combined Chief Executive Officer/Director structure.
Role of Board in Risk Oversight Process
Our Board has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand the Company’s risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, and reputational risk.
The audit committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention, and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor, or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our Board as a whole.
Board Meetings
During 2023, our Board met seven times. In 2023, each director attended at least 94% of the total number of meetings held during such director’s term of service by the Board and each committee of the Board on which such director served.
Board Committees and Independence
Our Board has established three standing committees—audit, compensation, and nominating and corporate governance—each operating under a charter that has been approved by our Board. The table below provides current committee membership information for each of the Board committees.
14
|
|
Committees |
||
|
Name |
Audit |
Compensation |
Nominating and Corporate Governance |
|
James K. Sims |
|
X |
|
|
Kiva A. Allgood |
|
|
X |
|
Tzau-Jin Chung |
|
X |
|
|
Joan H. Gillman |
X |
|
Chair |
|
Thomas A. Munro |
X |
Chair |
|
|
Arthur M. Toscanini |
Chair |
|
|
|
Number of committee meetings held in 2023 |
4 |
2 |
2 |
Audit Committee
The audit committee’s main function is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:
Our Board has determined that all members of the audit committee are independent directors under the applicable rules and regulations of Nasdaq and by Rule 10A-3 of Securities and Exchange Act of 1934, as amended (the Exchange Act). In addition, all members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Mr. Toscanini and Mr. Munro is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Both our external auditor and internal financial personnel meet privately with the audit committee and have unrestricted access to this committee. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, which the audit committee will review and evaluate at least annually.
15
Compensation Committee
The compensation committee approves or recommends to our Board, policies and programs relating to compensation and benefits of our officers and employees. The compensation committee (a) approves or recommends to our Board annual corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, (b) evaluates the performance of these officers relative to those goals and objectives, (c) approves or recommends to our Board the compensation of these officers, and (d) approves or recommends to our Board the issuance of equity awards under our equity plan.
Our Board has determined that all members of the compensation committee are independent under the applicable rules and regulations of Nasdaq relating to compensation committee independence and “non-employee directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The compensation committee operates under a written charter which the compensation committee will review and evaluate at least annually.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee is responsible for assisting our Board in discharging its responsibilities regarding the identification of qualified candidates to become members of our Board, the selection of nominees for election as directors at our annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected), and the selection of candidates to fill any vacancies on our Board and any committees thereof. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies, reporting and making recommendations to our Board concerning governance matters and oversight of the evaluation of our Board, and concerning environmental, social, and governance (ESG) matters and initiatives.
Our Board has determined that all members of the nominating and corporate governance committee are independent under the applicable rules and regulations of Nasdaq. The nominating and corporate governance committee operates under a written charter which the nominating and corporate governance committee will review and evaluate at least annually.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee during 2023 has ever been one of our officers or employees, other than Mr. Sims who served as our Chief Executive Officer from March 2019 to August 2019, our interim Chief Executive Officer from May 2018 to March 2019, and our Executive Chair from October 2018 to March 2019 (Mr. Sims was not a member of our compensation committee during any of such periods). None of our executive officers currently serves, or has served, as a member of the Board or compensation committee of any entity that has one or more executive officers who have served as a member of our Board or compensation committee.
Board Diversity and Director Nomination Process
Director Qualifications
Our nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills, and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will consider factors, including the following:
16
Currently our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Four of the seven members of our current Board are either female or self-identify as members of an underrepresented community.
Other than the foregoing there are no stated minimum criteria for director nominees, although the nominating and corporate governance committee may also consider such other factors as it may deem to be in the best interests of our Company and our stockholders. The nominating and corporate governance committee does, however, believe it appropriate for at least one, and preferably, several members of our Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and that a majority of the members of our Board meet the definition of “independent director” under Nasdaq qualification standards. The nominating and corporate governance committee also believes it is appropriate for our Chief Executive Officer and President to serve as a member of our Board.
The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors:
|
Board Diversity Matrix (As of April 25, 2024) |
||||
|
Total Number of Directors |
7 |
|||
|
|
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
|
Part I: Gender Identity |
||||
|
Directors |
2 |
5 |
|
|
|
Part II: Demographic Background |
||||
|
African American or Black |
|
|
|
|
|
Alaskan Native or Native American |
|
|
|
|
|
Asian |
|
2 |
|
|
|
Hispanic or Latinx |
|
|
|
|
|
Native Hawaiian or Pacific Islander |
|
|
|
|
|
White |
2 |
3 |
|
|
|
Two or More Races or Ethnicities |
|
|
|
|
|
LGBTQ+ |
|
|||
|
Did Not Disclose Demographic Background |
|
|||
Identification and Evaluation of Nominees for Directors
The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination while, at the same time, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise.
If any member of our Board does not wish to continue in service, if our Board decides not to re-nominate a member for re-election, or if the Board decides to expand the size of the Board, the nominating and corporate governance committee identifies the desired skills and experience of a new nominee in light of the criteria above. The nominating and corporate governance committee generally polls our Board and members of management for their recommendations. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience, and background of the candidates. Final candidates are interviewed by the members of the nominating and corporate governance committee and by certain of our other independent
17
directors and executive management. In making its determinations the nominating and corporate governance committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our Board.
The nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management, or other parties are evaluated.
Under our amended and restated bylaws, a stockholder wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangement or undertakings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 2025 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”
Director Attendance at Annual Meetings
Although we do not have a formal policy regarding attendance by members of our Board at our annual meeting, we encourage all of our directors to attend. Five members of our Board at the time attended our annual meeting of stockholders in 2023.
Communications with our Board
Stockholders seeking to communicate with our Board should submit their written comments to our corporate secretary, Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130. The corporate secretary will forward such communications to each member of our Board; provided that, if in the opinion of our corporate secretary it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).
Prohibition Against Pledging and Hedging
We maintain an Insider Trading Compliance Policy that prohibits our officers, directors, and employees pledging our stock as collateral to secure loans and from engaging in hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds. It further prohibits margin purchases of our stock or placing our stock in a margin account, short sales of our stock, and any transactions in puts, calls, or other derivative securities involving our stock.
Corporate Governance
Our Company’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, and Nominating and Corporate Governance Committee Charter are available, free of charge, on our website at www.airgain.com. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We will also provide copies of these documents as well as our Company’s other corporate governance documents, free of charge, to any stockholder upon written request to Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130, Attention: Corporate Secretary.
Director Compensation
Our Board has approved a compensation policy for our non-employee directors. The non-employee director compensation policy provides for annual retainer fees and long-term equity awards for our non-employee directors. Pursuant to the terms of the non-employee director compensation policy, each
18
non-employee director, other than the Chair, will receive an annual retainer of $32,000. Our Chair of the Board receives an annual retainer of $58,500. Non-employee directors serving as the chairs of the audit, compensation, and nominating and corporate governance committees will receive additional annual retainers of $16,000, $10,600, and $8,000, respectively. Non-employee directors serving as members of the audit, compensation, and nominating and corporate governance committees will receive additional annual retainers of $8,000, $5,300 and $4,000, respectively.
Each non-employee director who is newly elected or appointed to the Board will also receive, effective on the date of such election or appointment (or such other date specified by the Board), (1) an initial grant of options to purchase a number of shares of our common stock having a value of $50,000, calculated as of the date of grant in accordance with the Black-Scholes option pricing model (utilizing the same assumptions that we utilize in preparation of our financial statements and the thirty calendar day trailing average trading price of our common stock preceding the date of grant, or the Thirty-Day Trailing Average, plus (2) such number of restricted stock units (RSUs) as is determined by dividing (A) $50,000 by (B) the Thirty-Day Trailing Average, which initial awards will vest in substantially equal installments on each of the first three anniversaries of the date of grant. Non-employee director’s initial awards shall vest in full immediately prior to the occurrence of a change in control, to the extent outstanding at such time. The Thirty-Day Trailing Average refers to the thirty trading days preceding the date of grant.
Each non-employee director will receive an annual award on the first trading day in February of each year of (1) a number of stock options having a value of $30,000 (with the award to the Chair of the Board having a value of $45,000), calculated as of the date of grant in accordance with the Black-Scholes option pricing model (utilizing the same assumptions that we use in preparation of our financial statements and the Thirty-Day Trailing Average), plus (2) such number of RSUs as is determined by dividing (A) $30,000 (with the award to the Chair of the Board having a value of $45,000) by (B) the Thirty-Day Trailing Average, which annual awards will vest on the first anniversary of the date of grant. All of the non-employee directors' awards shall vest in full immediately prior to the occurrence of a change in control, to the extent outstanding at such time.
In December 2023, our Board approved the payment of all cash retainers otherwise payable for service as a non-employee director during the fourth quarter of 2024 in the form of fully-vested RSUs. Such RSUs were granted on January 2, 2024, and each non-employee director received a number of RSUs determined by dividing the quarterly cash retainers payable to such director divided by the Thirty-Day Trailing Average.
In addition, the non-employee director compensation policy contains an ownership guideline requiring members of the Board to own shares with a value of at least three times the then-current annual retainer. A newly appointed director is subject to this guideline within three years after the director’s first appointment to the Board. Compensation under our compensation policy is subject to the annual limits on non-employee director compensation set forth in our 2016 Incentive Award Plan, referred to herein as the 2016 Plan. Our Board or its authorized committee may modify the non-employee director compensation policy from time to time in the exercise of its business judgment, considering such factors and circumstances as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2016 Plan. As provided in the 2016 Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors.
Mr. Suen, who serves as our President and Chief Executive Officer and a member of our Board receives no additional compensation for his service as a director.
19
The following table sets forth information for the year ended December 31, 2023, regarding the compensation awarded to, earned by, or paid to our non-employee directors who served on our Board during 2023:
|
Name |
|
Fees earned or paid in cash (1) |
|
Option
|
|
Stock
|
|
All other
|
|
Total |
|
|||||||||||||||
|
Kiva A. Allgood |
|
$ |
36,000 |
|
$ |
34,431 |
|
$ |
35,880 |
|
$ |
— |
|
$ |
106,311 |
|
||||||||||
|
Tzau-Jin Chung |
|
$ |
40,000 |
|
$ |
34,431 |
|
$ |
36,040 |
|
$ |
— |
|
$ |
110,471 |
|
||||||||||
|
Joan H. Gillman |
|
$ |
48,000 |
|
$ |
34,431 |
|
$ |
36,354 |
|
$ |
— |
|
$ |
118,785 |
|
||||||||||
|
Thomas A. Munro |
|
$ |
46,600 |
|
$ |
34,431 |
|
$ |
36,302 |
|
$ |
— |
|
$ |
117,333 |
|
||||||||||
|
James K. Sims |
|
$ |
63,800 |
|
$ |
51,652 |
|
$ |
54,214 |
|
$ |
— |
|
$ |
169,666 |
|
||||||||||
|
Arthur M. Toscanini |
|
$ |
53,300 |
|
$ |
34,431 |
|
$ |
36,567 |
|
$ |
— |
|
$ |
124,298 |
|
||||||||||
|
Name |
|
Options |
|
Restricted Stock Units |
|
||
|
Kiva A. Allgood |
|
|
18,134 |
|
|
5,140 |
|
|
Tzau-Jin Chung |
|
|
41,718 |
|
|
4,307 |
|
|
Joan H. Gillman |
|
|
58,884 |
|
|
4,307 |
|
|
Thomas A. Munro |
|
|
89,365 |
|
|
4,307 |
|
|
James K. Sims |
|
|
336,863 |
|
|
6,461 |
|
|
Arthur M. Toscanini |
|
|
91,564 |
|
|
4,307 |
|
Vote Required; Recommendation of the Board
If a quorum is present and voting at the 2024 Annual Meeting, directors shall be elected by a plurality of votes cast, meaning that the nominees receiving the highest number of shares voted “For” their election will be elected to our Board. Votes withheld from any nominee, abstentions, and broker non-votes will be counted only for purposes of determining a quorum and are not considered votes cast for the foregoing purpose. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
Our Board unanimously recommends that the stockholders vote “for” the election of Joan H. Gillman and Arthur M. Toscanini. Proxies solicited by the Board will be so voted unless stockholders specify otherwise.
20
Proposal 2: Ratification of Appointment of
Independent Registered Public Accounting Firm
The audit committee has approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and has further directed that management submit the appointment of independent registered public accounting firm for ratification by the stockholders at the 2024 Annual Meeting. Grant Thornton LLP has served as our independent registered public accounting firm since May 2022. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions. Prior to that, KPMG LLP audited the Company’s financial statements from 2012 to May 2022.
Stockholder ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm is not required by Delaware law, the Company’s amended and restated certificate of incorporation, or the Company’s amended and restated bylaws. However, the audit committee is submitting the appointment of Grant Thornton LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment the audit committee will reconsider whether to retain that firm. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company and its stockholders.
Change of Independent Registered Public Accounting Firm
In the first quarter of 2022, the audit committee completed a competitive process to review the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2022.
As a result of this process, effective May 2, 2022, and as disclosed on the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022 (“Form 8-K”), the audit committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022, with such appointment effective immediately following the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022 (“Q’1 2022 Form 10-Q”). In connection with the appointment of Grant Thornton, management notified KPMG LLP (“KPMG”) that the auditor-client relationship would cease immediately upon filing of the Q’1 2022 Form 10-Q.
During the Company’s 2021 fiscal year and through the date of the Form 8-K, (i) there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to KPMG’s satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of KPMG on the consolidated financial statements of the Company as of and for the year ended December 31, 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
KPMG's report on the consolidated financial statements of Airgain, Inc. and subsidiary as of and for the year ended December 31, 2021, contained a separate paragraph stating that "As discussed in Notes 2 and 11 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2021 due to the adoption of Accounting Standards Codification Topic 842, Leases.”
The Company provided KPMG with a copy of the disclosures in the Form 8-K and requested that KPMG furnish it with a letter addressed to the SEC stating whether or not KPMG agreed with the Company’s statements in Item 4.01 of the Form 8-K, which letter is attached as Exhibit 16.1 to the Form 8-K.
In addition, during the Company’s fiscal year ending December 31, 2021 and through the date of the Form 8-K, neither the Company, nor anyone on the Company’s behalf, consulted Grant Thornton with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the
21
Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of any “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, between us and KPMG, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
Independent Registered Public Accounting Firm’s Fees
The following table represents aggregate fees billed to us by Grant Thornton LLP, our independent registered public accounting firm since 2022, and KPMG LLP, our previous independent registered public accounting firm, for services related to the years ended December 31, 2023 and 2022, respectively (in thousands):
|
|
2023 |
|
2022 |
|
||
|
Audit fees |
$ |
423 |
|
$ |
544 |
|
|
Tax fees |
|
175 |
|
|
228 |
|
|
Total |
$ |
598 |
|
$ |
772 |
|
Audit fees. Amounts include fees to audit and review the Company’s annual and quarterly reports filed with the SEC, as well as regulatory filings. For the year ended December 31, 2022, fees also include amounts related to the audit procedures over the purchase accounting valuations of the acquisition of NimbeLink Corp.
Tax fees. Amounts consist of professional services rendered for tax compliance, tax advice, and tax planning. This category includes fees for completion of RD tax credit studies, I.R.C. Section 382 Analysis and consulting on tax matters related to our international operations.
The audit committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, including the estimated fees and other terms of any such engagement. The audit committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. During 2023 the audit committee pre-approved all audit and permitted non-audit services provided by Grant Thornton LLP.
Audit Committee Report
The Audit Committee oversees the Company’s financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s annual report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and the effect of any new accounting initiatives.
The Audit Committee reviewed with Grant Thornton LLP, who is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality, and not just the acceptability, of the Company’s accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and the matters listed in Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees . In addition, the Audit Committee has discussed with Grant Thornton LLP its independence from management, and the Company has received from Grant Thornton LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit services with the auditors’ independence.
The Audit Committee met with Grant Thornton LLP to discuss the overall scope of its services, the results of its audit and reviews, and the overall quality of the Company’s financial reporting. Grant Thornton LLP, as the Company’s independent registered public accounting firm, also periodically updates the Audit Committee about new accounting developments and their potential impact on the Company’s reporting. The Audit Committee’s meetings with Grant Thornton LLP were held with and without management present. The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without independent verification, on the accuracy
22
and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.
In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Company’s Board that the audited financial statements be included in our 2023 Annual Report.
The Audit Committee and the Company’s Board have recommended, subject to stockholder approval, the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024.
This report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC, and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the Audit Committee.
|
|
|
AUDIT COMMITTEE |
|
|
|
Arthur M. Toscanini |
|
|
|
Tzau-Jin Chung (former member) |
|
|
|
Joan H. Gillman |
Vote Required; Recommendation of the Board
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal will be required to ratify the appointment of Grant Thornton LLP, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. The approval of Proposal 2 is a routine proposal on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.
Our Board unanimously recommends that the stockholders vote “for” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Proxies solicited by the Board will be so voted unless stockholders specify otherwise.
23
P roposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, our stockholders are entitled to vote at the annual meeting to provide advisory approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or our Board.
Although the vote is non-binding, our compensation committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. As described more fully in the “Executive Compensation and Other Information” section of this proxy statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We urge stockholders to read the “Executive Compensation and Other Information” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The compensation committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask that our stockholders vote “FOR” the following resolution:
“RESOLVED, that Airgain, Inc.’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Airgain, Inc.’s Proxy Statement for the 2024 Annual Meeting.”
Vote Required; Recommendation of the Board
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal will be required to approve the advisory vote regarding the compensation of the named executive officers. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
Our Board unanimously recommends that the stockholders vote “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
24
Se cu rity Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial ownership of our common stock as of April 15, 2024, by:
The number of shares beneficially owned by each stockholder, executive officer, or director is determined in accordance with SEC rules. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power as well as any shares that the person has the right to acquire within 60 days of April 15, 2024, through the exercise of any stock options, warrants, or other rights. Except as otherwise indicated, and subject to applicable community property laws, to our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person. For purposes of calculating each person’s or group’s percentage ownership, stock options, warrants, and other rights exercisable within 60 days of April 15, 2024, are included for that person but not for any other person.
The percentage of shares beneficially owned is based on 10,764,917 shares of our common stock outstanding as of April 15, 2024. Unless otherwise noted below, the address of each person listed on the table is c/o Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130.
|
|
|
Shares Beneficially Owned |
|
||||
|
Name and Address of Beneficial Owner |
|
Number of Shares |
|
Percentage of Shares |
|
||
|
5% and Greater Stockholders |
|
|
|
|
|
||
|
William Blair Company, L.L.C. (1) |
|
|
837,679 |
|
|
7.8 |
% |
|
Marathon Micro Fund, L.P. (2) |
|
|
732,205 |
|
|
6.8 |
% |
|
Entities affiliated with Ameriprise Financial, Inc. (3) |
|
|
618,019 |
|
|
5.7 |
% |
|
|
|
|
|
|
|
||
|
Named Executive Officers and Directors |
|
|
|
|
|
||
|
Kiva A. Allgood (4) |
|
|
28,317 |
|
* |
|
|
|
Tzau-Jin Chung (5) |
|
|
69,889 |
|
* |
|
|
|
Michael Elbaz (6) |
|
|
63,893 |
|
* |
|
|
|
Joan H. Gillman (7) |
|
|
74,316 |
|
* |
|
|
|
Thomas A. Munro (8) |
|
|
104,683 |
|
|
1.0 |
% |
|
Ali Sadri (9) |
|
|
71,958 |
|
* |
|
|
|
James K. Sims (10) |
|
|
703,932 |
|
|
6.3 |
% |
|
Jacob Suen (11) |
|
|
663,165 |
|
|
5.8 |
% |
|
Arthur M. Toscanini (12) |
|
|
164,935 |
|
|
1.5 |
% |
|
All current directors and executive officers as a group (9 persons) |
|
|
1,945,088 |
|
|
16.1 |
% |
* Indicates beneficial ownership of less than 1% of the total outstanding common stock.
(1) Based on information disclosed in the Schedule 13G/A filed with the SEC on February 12, 2024 by William Blair Company, L.L.C. This schedule reported that William Blair Company, L.L.C. has sole voting power with respect to 771,954 shares and sole dispositive power with respect to 837,679 shares. The address for this entity is 150 North Riverside Plaza, Chicago, IL 60606.
(2) Based on information disclosed in the Schedule 13G filed with the SEC on December 15, 2023 by Marathon Micro Fund, L.P. This schedule reported that Marathon Micro Fund, L.P. has sole voting power with respect to 732,205 shares and sole dispositive power with respect to 732,205 shares. The address for this entity is 4 North Park Drive, Suite 106, Hunt Valley, MD 21030.
(3) Based on information disclosed in the Schedule 13G/A filed with the SEC on February 14, 2024 by Ameriprise Financial, Inc., or AFI, and Columbia Management Investment Advisors, LLC, or CMIA. This schedule reported that AFI and CMIA have shared voting power with respect to 616,719 shares and that AFI and CMIA have shared
25
dispositive power with respect to 618,019 shares and 616,719 shares, respectively. AFI is the parent company of CMIA and may be deemed to beneficially own the shares reported by CMIA. Each of AFI and CMIA disclaims beneficial ownership of the shares. The address for AFI is 145 Ameriprise Financial Center, Minneapolis, MN 55474. The address for CMIA is 290 Congress Street, Boston, MA 02210.
(4) Includes 16,476 shares of common stock that Ms. Allgood has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options. Beneficial ownership includes 4,307 shares of common stock underlying RSUs the issuance of which has been deferred.
(5) Includes 41,718 shares of common stock that Mr. Chung has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options.
(6) Includes 44,449 shares of common stock that Mr. Elbaz has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options.
(7) Includes 58,884 shares of common stock that Ms. Gillman has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options. Beneficial ownership includes 8,693 shares of common stock underlying RSUs the issuance of which has been deferred
(8) Includes 87,364 shares of common stock that Mr. Munro has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options. Beneficial ownership includes 8,693 shares of common stock underlying RSUs the issuance of which has been deferred
(9) Includes 45,959 shares of common stock that Mr. Sadri has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options. Beneficial ownership includes 3,000 shares of common stock underlying RSUs will vest within 60 days of April 15, 2024.
(10) Includes 332,862 shares of common stock that Mr. Sims has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options. Beneficial ownership includes 6,461 shares of common stock underlying RSUs the issuance of which has been deferred
(11) Includes 573,982 shares of common stock that Mr. Suen has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options.
(12) Includes 89,563 shares of common stock that Mr. Toscanini has the right to acquire from us within 60 days of April 15, 2024, pursuant to the exercise of stock options.
E xe cutive Officers
The following table sets forth information regarding our executive officers as of April 15, 2024:
|
Name |
Age |
|
Position |
|
|
Jacob Suen |
|
50 |
|
President and Chief Executive Officer |
|
Michael Elbaz |
|
59 |
|
Chief Financial Officer |
|
Ali S. Sadri |
|
60 |
|
Chief Technology Officer |
The biography for Mr. Suen can be found under “Proposal 1—Election of Directors.”
Michael Elbaz joined Airgain as Chief Financial Officer and Secretary in October 2022. Previously, Mr. Elbaz was the Vice President of Finance at Cohu, Inc., a public semiconductor equipment company, a position he held from October 2019 until October 2022. Prior to that, Mr. Elbaz was the Vice President of Finance at AMN Healthcare Services, Inc., a public healthcare solutions company, from February 2012 to October 2019. He also served as the Vice President of Finance and Chief Accounting Officer at Conexant Systems, Inc., a public semiconductor company from February 2009 to June 2011. Prior to 2009, Mr. Elbaz held various finance leadership positions at NextWave Wireless Inc. and Conexant Systems, Inc. Mr. Elbaz holds a Bachelor of Science in Business Administration from California State University, Chico and a Master of Business Administration from San Diego State University.
Ali S. Sadri, Ph.D. joined Airgain in 2021 as its Senior Vice President, Engineering and as appointed Chief Technology Officer in January 2022, bringing over 30 years of advanced scientific and engineering management experience and is responsible for developing solutions to support Airgain’s current and future businesses. Prior to joining Airgain, Dr. Sadri most recently served as Vice President of Engineering at SOLiD Inc. from 2020 to
26
2021. Prior to that, Mr. Sadri held several executive positions at various technology companies, most notably at Intel where he served as a senior director heading the communications standards group and the mmWave advanced technology development group from 2015 to 2019. Prior to Intel, Dr. Sadri also held executive positions at WiGig Alliance as founder and Chairman of the Board, and as Director of Communications Standards at IBM from 1990 to 2000. In addition, Mr. Sadri has served as an industry international advisor at Tokyo Institute of Technology since 2018, and in 2000 he served as a visiting assistant professor at Duke University. Dr. Sadri received his BS, MS, and PhD in Electrical Engineering, with a minor in business from North Carolina State University.
Executive Compensation and Other Information
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. For 2023 our “named executive officers” and their positions were as follows:
|
Name |
|
Position |
|
Jacob Suen |
|
President and Chief Executive Officer |
|
Michael Elbaz |
|
Chief Financial Officer |
|
Ali Sadri |
|
Chief Technology Officer |
This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion. As a “smaller reporting company” as defined under SEC rules, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.
Company Overview
Airgain is a premier provider of wireless connectivity solutions, offering a range of embedded components, external antennas, and integrated systems worldwide. We streamline wireless connectivity across devices and markets, with a focus on solving complex connectivity challenges, expediting time to market, and optimizing wireless signals. Our mission is to connect the world through optimized, integrated wireless solutions. Our product portfolio focuses on three key markets: enterprise, consumer, and automotive.
Our current enterprise products include embedded cellular modems, antennas for access points and Internet of Things (IoT) applications, and asset trackers. We expect to expand our product offering with fixed wireless access solutions and Smart Network Controlled Cellular Repeaters (Smart NCRs). Our consumer products include embedded antennas for consumer access points, wireless gateways, smart home devices and fixed wireless access devices. Our current automotive products include aftermarket antennas that are typically connected to third-party cellular and Wi-Fi-enabled routers, digital video evidence devices, and telematics gateways. We also recently launched a second generation AirgainConnect® Fleet system solution – a low profile, roof-mounted 5G vehicle gateway, combining a cellular modem, antennas, and additional features into a single device.
We have a rich history of providing radio frequency (RF) expertise, services, and solutions to mobile operators and major original equipment manufacturers (OEMs). With the addition of NimbeLink products in 2021, we expanded our capabilities to include embedded cellular modems, asset trackers and custom IoT systems. We are leveraging our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships to deliver new and differentiated products.
In 2022, we transitioned to an outsource manufacturing model for our products while maintaining oversight for quality, test, and delivery timeline. We also maintain an intellectual property strategy that includes patent and trademark filings in multiple jurisdictions. As of December 31, 2023, we had over 280 issued and pending patents worldwide.
27
2023 Business Highlights
We faced a challenging macro-economic environment in 2023 as our sales decreased by 26% compared to 2022, primarily driven by excess inventory correction across all markets. Despite this challenge, we remained focused on our mission to connect the world through optimized, and integrated wireless solutions, and we continued to transition our company from a component to a wireless system solution business. Below are highlights:
leader asset tracker project, and
Our Executive Compensation Best Practices
We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our stockholders’ long-term interests:
WHAT WE DO
|
|
|
Pay for Performance. We design our executive compensation program to align pay with company performance. |
|
|
|
|
|
|
|
A Significant Portion of Compensation is at Risk . Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, including short-term cash incentives and long-term equity incentives, to align the interests of our executive officers and stockholders. |
|
|
|
|
|
|
|
Independent Compensation Committee . The compensation committee is comprised solely of independent directors under applicable stock exchange rules. |
|
|
|
|
|
|
|
Independent Compensation Advisor Reports Directly to the Compensation Committee . The compensation committee engages its own compensation consultant to provide market perspective and insights. |
|
|
|
|
|
|
|
Annual Market Review of Executive Compensation . The compensation committee and its compensation consultant annually assess competitiveness and market alignment of our compensation plans and practices. |
|
|
|
|
|
|
|
Multi-Year Vesting Requirements . The equity awards granted to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives. |
|
|
|
|
|
|
|
Minimize Inappropriate Risk Taking . Our compensation program is weighted toward long-term incentive compensation to discourage short-term risk taking, and it includes multiple performance measures. |
|
|
|
|
28
|
|
|
Competitive Peer Group . Our compensation committee selects our peers from technology companies that are similar to us with respect to market capitalization, revenue and other criteria. |
|
|
|
|
|
|
|
Stock Ownership Guidelines for Directors. We maintain stock ownership guidelines for our directors to encourage ownership of our common stock and alignment with the long-term interests of our stockholders. |
|
|
|
|
|
|
|
Clawback Provision. We implemented a claw back provision for our executive compensation in October 2023 that recovers any incentive-based compensation that was erroneously awarded as a result of a restatement of our financial statements. |
|
|
|
|
WHAT WE DON’T DO
|
|
x |
No Special Health or Welfare Benefits for Executives . Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. Executives do not have access to special benefits programs. |
|
|
|
|
|
|
x |
No Post-Employment Tax Gross-Ups . We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. |
|
|
|
|
|
|
x |
No “Single Trigger” Change in Control Cash Severance Benefits. The employment agreements with our named executive officers do not include any “single trigger” change in control cash severance benefits. |
|
|
|
|
|
|
x |
No Hedging and Pledging . Our insider trading policy prohibits our employees (including executive officers) and directors from engaging in hedging or short-term speculative transactions involving our securities. |
Executive Compensation Philosophy and Objectives:
Airgain’s compensation philosophy for its executives is intended to
Our total rewards philosophy includes market-competitive cash compensation in the form of base salaries and target annual incentive, as well as long-term incentives in the form of equity that encourage value creation and share-price appreciation. In general, our total target annual cash compensation is targeted between the 40 th and 65 th percentiles of our market peers. Our equity compensation for the past two years has generally been delivered in stock options and restricted stock units (RSUs), each weighted at 50%, and in 2022 we introduced a 3-year performance based RSU (PSU) program with the vesting tied to share price appreciation and gated by certain financial thresholds. Our target annual equity award value is between the 45 th and 75 th percentile of our market peers.
2023 Compensation Review and Decisions:
Each year our compensation committee engages an independent compensation consulting firm to assist in identifying an appropriate peer group. With that peer group, the consultant provides an analysis of our executive compensation relative to market and provides insights and perspective on executive compensation practices and trends.
29
Our peer group is updated each year to reflect companies in the same or similar industry that have similar operating models and comparable financials, e.g., annual revenue and market cap.
Below is a summary of the results of our executive compensation program for 2023 :
30
Summary Compensation Table
The following table presents information regarding compensation earned by or awards to our named executive officers during the fiscal years ended December 31, 2023 and 2022:
|
Name and principal position |
Year |
Salary |
|
Bonus (1) |
|
Stock
|
|
Option awards (2) |
|
Non-equity
|
|
All other
|
|
Total |
|
|||||||||||
|
Jacob Suen, President and Chief Executive Officer |
2023 |
$ |
386,469 |
|
$ |
— |
|
$ |
211,926 |
|
$ |
212,008 |
|
$ |
— |
|
$ |
14,958 |
|
$ |
825,361 |
|
||||
|
|
2022 |
$ |
383,078 |
|
$ |
— |
|
$ |
324,422 |
|
$ |
254,354 |
|
$ |
315,400 |
|
$ |
13,882 |
|
$ |
1,291,136 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Michael Elbaz, Chief
|
2023 |
$ |
293,344 |
|
$ |
— |
|
$ |
85,850 |
|
$ |
85,885 |
|
$ |
— |
|
$ |
10,062 |
|
$ |
475,141 |
|
||||
|
|
2022 |
$ |
65,625 |
|
$ |
220,000 |
|
$ |
369,056 |
|
$ |
341,824 |
|
$ |
— |
|
$ |
15 |
|
$ |
996,520 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Ali Sadri, Chief Technology Officer |
2023 |
$ |
302,656 |
|
$ |
— |
|
$ |
146,356 |
|
$ |
146,410 |
|
$ |
— |
|
$ |
8,190 |
|
$ |
603,612 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Name |
2023 Base Salary |
|
Percentage change from 2022 |
|
||
|
Mr. Suen |
$ |
415,000 |
|
|
0.0 |
% |
|
Mr. Elbaz |
$ |
315,000 |
|
|
0.0 |
% |
|
Mr. Sadri |
$ |
275,000 |
|
|
0.0 |
% |
Annual Cash Bonus
In January 2023 the compensation committee adopted a 2023 annual bonus program for our named executive officers. The target bonus as a percentage of annual base salary was 100% for Mr. Suen and 60% for Mr. Elbaz and Mr. Sadri.
Under the 2023 annual bonus program, each executive’s annual bonus was based on two financial metrics: i) corporate revenue (weighted at 40%), and ii) adjusted EBITDA performance (weighted at 40%), for a total weighting of 80% for the financial metrics. The remaining 20% of the executive’s annual bonus was based on Company performance relative to six key strategic objectives, as set forth in the table below, with a maximum payout level of 125%.
The financial metrics (corporate revenue and adjusted EBITDA) incorporated “Threshold,” “Target” and “Maximum” performance levels corresponding to the payout levels. Target performance paid at 100%, Maximum paid at 125% and Threshold at 70%; no payout was earned if Threshold performance was not achieved on any metric, as illustrated in the table below. As noted above, the strategic objectives portion of the bonus was gated by achievement of a threshold adjusted EBITDA level, which was not achieved.
The financial performance targets and the actual achievement of such objectives for 2023 were as set forth in the table below. The objectives were each intended to be rigorous, with threshold payout levels requiring significant year over year growth to result in payouts and maximum payouts representing significant and difficult objectives that would be achieved only with extraordinary effort.
|
Performance Components |
Threshold
|
Between Threshold and Target
|
Target
|
Maximum
|
Actual |
% of Target Payout
|
||||||||||||||||||||
|
Revenue |
$75.9 million |
$78.0 million |
$80.0 million |
$88.0 million |
$56.0 million |
0.0% |
||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Adjusted EBITDA (1) |
$1.5 million |
$2.0 million |
$3.0 million |
$3.0 million |
$-4.5 million |
0.0% |
||||||||||||||||||||
|
Payout % Based on # Strategic Objectives Met |
# Objectives Met and Payout Level |
2023 Strategic Objective |
Achieved/Not Achieved |
|
0% |
0-1 |
Successful inventory management |
Achieved |
|
25% |
2 |
Increased IP generation as measured by filing 3 complete and full patent applications to new and significant innovations |
Achieved |
|
50% |
3 |
Secure 2 customer wins within new product launch |
Achieved |
|
75% |
4 |
Minimum non-GAAP gross margin rate of 40% (1) |
Not Achieved |
|
100% |
5 |
Voluntary attrition rate for 2023 not to exceed 20% |
Achieved |
|
125% |
6 |
ESG program progress: Complete phase 1-establish/approved ESG program goals |
Partially Achieved |
(1) Gross margin is a non-GAAP measure that our compensation committee and Board determined to use in connection with the annual bonus program. For purposes of our 2023 annual bonus program, the non-GAAP gross margin rate is the sum of our GAAP gross margin rate, the stock-based compensation rate, and the intangible assets amortization rate .
In January 2024, our compensation committee determined that, based on the lack of achievement of the revenue and adjusted EBITDA objectives, there would be no bonus paid on those objectives, and while four of the six strategic objectives were met, and one partially met, because the adjusted EBITDA threshold was not achieved, the achievement level for the strategic objectives was also 0%, resulting in no 2023 bonus paid to any executive. We again reiterate, this reflects our commitment to the alignment of pay and performance.
Equity Compensation
The goals of our long-term, equity-based incentive awards are to align the interests of our named executive officers and other employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued employment over multiple years, our equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our named executive officers, the compensation committee takes into account several factors, including the relative job scope, the size and value of existing long-term incentive awards, individual performance history, prior contributions to the Company, as well as market data for equity award for comparable companies and our peer group. We do not maintain a program, plan or practice that times equity grants to named executive officers to coincide with the release of material non-public information.
We use equity awards to compensate our named executive officers primarily in the form of initial grants in connection with the commencement of employment and annual incentive grants. However, while we intend that the majority of equity awards to our employees be made pursuant to initial grants or our annual grant program, the compensation committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the compensation committee.
Our compensation committee approves all initial awards to new hires and typically approves the annual equity awards during the first quarter of each year for grant on March 15 each year.
Annual equity awards are granted under our 2016 Plan or our Inducement Plan, using a mix of different equity instruments to further its goal of attracting and retaining top performers and to balance the relative advantages of different instruments.
Our Board has adopted, and our stockholders have approved, the 2016 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.
34
Stock awards granted to our named executive officers may be subject to accelerated vesting in certain circumstances. For additional discussion, see “—Employment Agreements” above. The PSUs will be eligible to vest upon a change of control based on the performance criteria met at the time of the change in control.
In January 2023, the compensation committee approved the annual equity awards for our named executive officers in a combination of stock options and RSU awards. The stock option and RSU awards granted to our named executive officers during 2023 are described in the “Outstanding Equity Awards at the End of 2023” table below.
Other Elements of Compensation
We currently maintain a 401(k) retirement savings plan that allows eligible employees to defer a portion of their compensation, within limits prescribed by the Internal Revenue Code, or the Code, on a pre-tax basis through contributions to the plan. Our named executive officers are eligible to participate in the 401(k) plan. We may make discretionary matching contributions under the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our named executive officers in accordance with our compensation policies. The Company provides a safe harbor match of up to 4% of our eligible employee’s salary.
Our named executive officers are eligible to participate in our health and welfare plans. We do not provide our named executive officers with any other significant perquisites or other personal benefits.
Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with certain terminations of employment or a change in control of our Company. For additional discussion, please see “—Employment Agreements” above.
35
Outstanding Equity Awards at the End of 2023
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023:
|
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||
|
Name |
Grant
|
Number of securities underlying unexercised options exercisable
(1)
|
|
Number of securities underlying unexercised options unexercisable
(1)
|
|
Option exercise price
|
|
Expiration date |
|
|
Number of shares or units of stock that have not vested
(2)
|
|
Market value of shares or units of stock that have not vested
(3)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(4)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(3)
|
|
||||||||
|
Jacob Suen |
1/22/2014 |
|
4,200 |
|
|
— |
|
|
2.20 |
|
1/22/2024 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
3/18/2015 |
|
12,102 |
|
|
— |
|
|
2.00 |
|
3/18/2025 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
5/24/2016 |
|
4,573 |
|
|
— |
|
|
1.90 |
|
5/24/2026 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
4/25/2017 |
|
25,000 |
|
|
— |
|
|
15.20 |
|
4/25/2027 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
1/19/2018 |
|
45,000 |
|
|
— |
|
|
10.94 |
|
1/19/2028 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
5/16/2018 |
|
25,000 |
|
|
— |
|
|
8.17 |
|
5/16/2028 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
1/16/2019 |
|
87,500 |
|
|
— |
|
|
11.46 |
|
1/16/2029 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
8/12/2019 |
|
250,000 |
|
|
— |
|
|
12.07 |
|
8/12/2029 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
1/16/2020 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
12,500 |
|
|
44,500 |
|
|
— |
|
|
— |
|
|
|
1/28/2021 |
|
61,177 |
|
|
22,723 |
|
|
24.18 |
|
1/28/2031 |
|
|
|
20,250 |
|
|
72,090 |
|
|
— |
|
|
— |
|
|
|
|
2/1/2022 |
|
23,695 |
|
|
28,003 |
|
|
9.46 |
|
2/1/2032 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
3/1/2022 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
19,608 |
|
|
69,804 |
|
|
— |
|
|
— |
|
|
|
4/1/2022 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
29,032 |
|
|
103,354 |
|
|
|
3/15/2023 |
|
— |
|
|
84,803 |
|
|
5.07 |
|
3/15/2033 |
|
|
|
41,800 |
|
|
148,808 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Michael Elbaz |
10/17/2022 |
|
25,369 |
|
|
61,609 |
|
|
7.11 |
|
10/17/2032 |
|
|
|
35,230 |
|
|
125,419 |
|
|
17,448 |
|
|
62,115 |
|
|
|
|
3/15/2023 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
16,933 |
|
|
60,281 |
|
|
— |
|
|
— |
|
|
|
3/15/2023 |
|
— |
|
|
34,354 |
|
|
5.07 |
|
3/15/2033 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ali Sadri |
6/30/2021 |
|
12,916 |
|
|
7,084 |
|
|
20.62 |
|
6/30/2031 |
|
|
|
6,000 |
|
|
21,360 |
|
|
— |
|
|
— |
|
|
|
|
2/1/2022 |
|
10,578 |
|
|
12,501 |
|
|
9.46 |
|
2/1/2032 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
3/1/2022 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
8,753 |
|
|
31,161 |
|
|
— |
|
|
— |
|
|
|
4/1/2022 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
22,580 |
|
|
80,385 |
|
|
|
3/15/2023 |
|
— |
|
|
58,564 |
|
|
5.07 |
|
3/15/2033 |
|
|
|
28,867 |
|
|
102,767 |
|
|
— |
|
|
— |
|
|
|
Year |
|
Summary Compensation Table Total for PEO ($) |
|
|
Compensation Actually Paid to PEO ($) (1)(2) |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) |
|
|
Value of Initial Fixed $100 Investment Based on:
|
|
|
Net Income (Loss) ($) |
|
||||||
|
2023 |
|
$ |
825,361 |
|
|
$ |
(308,386 |
) |
|
$ |
539,377 |
|
|
$ |
187,599 |
|
|
$ |
21 |
|
|
$ |
(12,428,000 |
) |
|
2022 |
|
$ |
1,291,136 |
|
|
$ |
(20,615 |
) |
|
$ |
1,048,662 |
|
|
$ |
931,271 |
|
|
$ |
38 |
|
|
$ |
(8,659,000 |
) |
|
2021 |
|
$ |
2,511,553 |
|
|
$ |
(100,173 |
) |
|
$ |
1,178,762 |
|
|
$ |
438,912 |
|
|
$ |
62 |
|
|
$ |
(10,087,000 |
) |
|
Year |
PEO |
Non-PEO NEOs |
|
|
|
|
|
2023 |
Jacob Suen |
Michael Elbaz and Ali Sadri |
|
2022 |
Jacob Suen |
Michael Elbaz and Morad Sbahi |
|
2021 |
Jacob Suen |
David Lyle and Morad Sbahi |
38
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
|
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|||||||||||||||
|
Adjustments |
|
PEO |
|
|
Average Non-PEO NEOs |
|
|
PEO |
|
|
Average Non-PEO NEOs |
|
|
PEO |
|
|
Average Non-PEO NEOs |
|
||||||
|
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
|
$ |
(1,929,367 |
) |
|
$ |
(830,762 |
) |
|
$ |
(578,776 |
) |
|
$ |
(731,346 |
) |
|
$ |
(423,934 |
) |
|
$ |
(232,251 |
) |
|
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
|
833,353 |
|
|
|
348,228 |
|
|
|
526,000 |
|
|
|
712,058 |
|
|
|
314,424 |
|
|
|
172,256 |
|
|
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
|
(1,695,827 |
) |
|
|
(312,724 |
) |
|
|
(1,110,932 |
) |
|
|
(86,707 |
) |
|
|
(1,041,637 |
) |
|
|
(251,046 |
) |
|
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
|
180,115 |
|
|
|
55,408 |
|
|
|
(148,043 |
) |
|
|
(11,396 |
) |
|
|
17,401 |
|
|
|
(40,738 |
) |
|
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total adjustments |
|
$ |
(2,611,726 |
) |
|
$ |
(739,850 |
) |
|
$ |
(1,311,751 |
) |
|
$ |
(117,391 |
) |
|
$ |
(1,133,746 |
) |
|
$ |
(351,779 |
) |
39
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, and (ii) our net income (loss), in each case, for the fiscal years ended December 31, 2023 and 2022.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
40
Equity Compensation Plan Information
As of December 31, 2023, we had four equity compensation plans in place under which equity awards were outstanding or shares of our common stock were authorized for issuance detailed as follows:
|
Plan Category |
Number of securities to be issued upon exercise of outstanding options and rights |
Weighted-average exercise price of outstanding options |
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||
|
|
(a) |
|
|
(b) |
|
(c) |
|
|
|||
|
Equity compensation plans approved by security holders |
|
2,417,330 |
|
(1) |
$ |
10.11 |
|
|
572,410 |
|
(2) |
|
Equity compensation plans not approved by security holders |
|
495,779 |
|
(3) |
$ |
10.60 |
|
|
179,747 |
|
(4) |
(1) Includes 1,767,923 shares of common stock that were subject to option awards and 575,215 shares of common stock that were subject to RSUs and 74,192 shares of common stock that were subject to PSUs (at “target”), under the 2016 Plan and the 2013 Equity Incentive Plan.
(2) Includes 55,303 shares of common stock available for issuance under the 2016 Plan and 517,107 shares of common stock available for issuance under our Employee Stock Purchase Plan (all of which were eligible to be purchased during the offering period in effect under the Employee Stock Purchase Plan on such date). This amount does not include any additional shares that may become available for future issuance under the 2016 Plan or the Employee Stock Purchase Plan pursuant to the automatic increases to the share reserves under such plans on January 1 of each year pursuant to their terms.
(3) Represents 328,560 shares of common stock that were subject to option awards, 130,988 shares of common stock that were subject to RSUs and 36,231 shares of common stock that were subject to PSUs (at “target”) under the Inducement Plan. The material features of our Inducement Plan are more fully described in Note 10 to the financial
41
statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 , and filed with the SEC on March 6, 2024.
(4) Represents shares remaining available for issuance under the Inducement Plan.
We describe below the transactions and series of similar transactions, since January 1, 2022, to which we were a party or will be a party, in which the amounts involved exceeded or will exceed $120,000 (or, if less, 1% of the average of our total assets at year-end for the last two completed fiscal years), and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock holders or any member of their immediate family had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “ ““Executive Compensation and Other Information” and “Proposal 1—Election of Directors—Director Compensation” and above.
Indemnification
Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Further, we have entered into indemnification agreements with each of our directors and officers, and we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement, or payment of a judgment under certain circumstances.
Policies and Procedures Regarding Related Party Transactions
Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 (or, if less, 1% of the average of our total assets at year-end for the last two completed fiscal years) and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.
S t oc kholder Proposals
Proposals of stockholders intended to be presented at our annual meeting of stockholders to be held in 2025, including nominations of any person for election to our Board, must be received by us no later than January 1, 2025, which is 120 days prior to the one-year anniversary of the mailing date of the proxy statement for the 2024 Annual Meeting, in order to be included in our proxy statement and form of proxy card relating to that meeting, unless the date of the 2025 annual meeting of stockholders is changed by more than 30 days from the anniversary of our 2024 Annual Meeting, in which case the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. These proposals must comply with the requirements as to form and substance established by the SEC in Rule 14a-8 of the Exchange Act for such proposals in order to be included in the proxy statement.
In addition, our amended and restated bylaws establish an advance notice procedure with regard to certain matters, including stockholder proposals and nominations of any person for election to our Board not included in our proxy statement, to be brought before an annual meeting of stockholders. In general, notice that meets the requirements set forth in our amended and restated bylaws must be received at our principal executive offices not less than 90 calendar days nor more than 120 calendar days prior to the first anniversary of the
42
preceding year’s annual meeting. Therefore, to be presented at our 2025 annual meeting of stockholders, such a proposal must be received by us no earlier than February 12, 2025, and no later than March 14, 2025. However, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be received no earlier than the close of business on the 120th calendar day prior to such annual meeting and not later than the later of the close of business on the 90th calendar day prior to such annual meeting and the close of business on the tenth calendar day following the day on which public disclosure of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, then the persons named as proxies in the proxies solicited by the Board for the 2025 annual meeting may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our amended and restated bylaws which also specify requirements as to the form and content of a stockholder’s notice.
In addition to satisfying the foregoing requirements under our amended and restated bylaws, to comply with the universal proxy rules (once they become effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 13, 2025.
We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2025 annual meeting. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.
We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
43
A nn ual Report
Any person who was a beneficial owner of our common stock on the record date may request a copy of our 2023 Annual Report and it will be furnished without charge upon receipt of a written request identifying the person so requesting a report as a stockholder of our Company at such date. Requests should be directed to Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130, Attention: Corporate Secretary. You also may access this proxy statement and our 2023 Annual Report at www.proxydocs.com/AIRG . We make available free of charge on our website all of our filings that are made electronically with the SEC, including our 2023 Annual Report. These materials can be found in the “Investors—SEC Filings” section of our website at www.airgain.com .
Stockholders Sharing the Same Address
The SEC’s rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, we will provide copies of these documents, free of charge, upon written request to Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130.
44
Attention: Corporate Secretary or by calling (760) 579-0200. Such requests by street name holders should be made through their bank, broker or other holder of record. Stockholders sharing an address that are receiving multiple copies of the Internet Notice can request delivery of a single copy of the proxy statement or annual report or Internet Notice by contacting their broker, bank, or other intermediary or sending a written request to Airgain, Inc. at the address above or by calling (760) 579-0200.
Ot he r Matters
We do not know of any business other than that described in this proxy statement that will be presented for consideration or action by the stockholders at the 2024 Annual Meeting. If, however, any other business is properly brought before the meeting, shares represented by proxies will be voted in accordance with the best judgment of the persons named in the proxies or their substitutes. All stockholders are urged to vote their shares via the toll-free telephone number or over the Internet, as described in this proxy statement. If you received a copy of the proxy card by mail, we urge you to complete, sign, and return the accompanying proxy card in the enclosed envelope.
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By Order of the Board of Directors, |
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/s/ James K. Sims |
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James K. Sims |
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Chair of the Board of Directors |
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San Diego, California |
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April 25, 2024 |
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